SCHEDULE 14A
(Rule 14a-101)

Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12

First South Africa Corp., Ltd.
----------------------------------------------
(Name of Registrant as Specified in Its Charter)

-------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

FIRST SOUTH AFRICA CORP., LTD.
Clarendon House, Church Street
Hamilton HM II, Bermuda

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 29, 1999

NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of
Stockholders (the "Meeting") of First South Africa Corp., Ltd. (the "Company")
will be held at the offices of Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue
of the Americas, 18th Floor, New York, New York on Thursday, April 29, 1999, at
11:00 a.m., Eastern Daylight Savings Time, to consider and act upon the
following matters:

1. The election of four directors of the Company to serve as the
Board of Directors until the next annual meeting of
stockholders and until their successors are duly elected and
qualified;

2. A proposal to change the name of the Company to Leisure
Planet Holdings, Ltd.;

3. A proposal to ratify the action of the Board of Directors in
appointing PricewaterhouseCoopers Inc as the Company's
independent public accountants for the fiscal year ending June
30, 1999;

4. The transaction of such other business as may properly come
before the Meeting or any adjournment or postponement thereof.

Information regarding the matters to be acted upon at the
Meeting is contained in the accompanying Proxy Statement.

The close of business on March 31, 1999 has been fixed as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting and any adjournment or postponement thereof. A list of such
stockholders will be open for examination by any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting at 1211 Avenue of the Americas, New York, New York
10036.

By Order of the Board of Directors,

Dawna Ferguson,
Secretary
Hamilton, Bermuda
April __, 1999

It is important that your shares be represented at the Meeting. Each stockholder
is urged to sign, date and return the enclosed form of proxy which is being
solicited on behalf of the Board of Directors. An envelope addressed to the
Company's transfer agent is enclosed for that purpose and needs no postage if
mailed in the United States.

FIRST SOUTH AFRICA CORP., LTD.
Clarendon House, Church Street
Hamilton HM II, Bermuda

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
April 29, 1999

This Proxy Statement is furnished to the holders of Common
Stock, par value $.01 per share ("Common Stock"), and to the holders of Class B
Common Stock, par value $.01 per share ("Class B Common Stock"), of First South
Africa Corp., Ltd. (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company ("Proxy" or "Proxies") for use
at the Annual Meeting of Stockholders (the "Meeting") to be held on Thursday,
April 29, 1999, at 11:00 a.m., Eastern Daylight Savings Time, at the offices of
Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, 18th Floor,
New York, New York, and at any adjournment or postponement thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting. The approximate
mailing date of this Proxy Statement is April 2, 1999.

The close of business on March 31, 1999 has been fixed by the
Board of Directors as the record date (the "Record Date") for the determination
of stockholders entitled to notice of, and to vote at, the Meeting and any
adjournment or postponement thereof. As of the Record Date, there were _________
shares of Common Stock outstanding and _________ shares of Class B Common Stock,
which are the only classes of voting securities of the Company, issued and
outstanding. Each share of Common Stock outstanding on the Record Date will be
entitled to one vote on all matters to come before the Meeting. Each share of
Class B Common Stock outstanding on the Record Date will be entitled to five
votes on all matters to come before the Meeting. Cumulative voting is not
permitted. A majority of the total issued voting shares in the Company,
represented in person or by proxy, is required to constitute a quorum for the
transaction of business. Proxies submitted which contain abstentions or broker
nonvotes will be deemed present at the Meeting in determining the presence of a
quorum.

The affirmative vote of a majority of the votes cast, in
person or by proxy, at the Meeting will be required to elect each director
(Proposal 1), to approve the change of the name of the Company to Leisure Planet
Holdings, Ltd. (Proposal 2), and to ratify the appointment of
PricewaterhouseCoopers Inc as the Company's independent public accountants for
the Company's fiscal year ending June 30, 1999 (Proposal 3). Abstentions, broker
non-votes and votes not otherwise cast at the Meeting will not be counted for
the purpose of determining the outcome of the vote on Proposals 1, 2 and 3. The
Board of Directors has unanimously recommended a vote in favor of each nominee
named in the Proxy and FOR Proposals 2 and 3.

Unless otherwise specified, all Proxies received will be voted
for the election of all nominees named herein to serve as directors and in favor
of each of the other proposals set forth in the accompanying Notice of Annual
Meeting of Stockholders and described below. A Proxy may be revoked at any time
before its exercise by delivering written notice of revocation to the Secretary
of the Company, by executing a proxy bearing a later date or by attendance at
the Meeting and electing to vote in person. Attendance at the Meeting without
voting in person will not constitute revocation of a Proxy.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March __, 1999, certain
information as to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to own more than five percent (5%) of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each of the executive officers named in the Summary Compensation Table herein
under "Executive Compensation" and (iv) all directors and executive officers of
the Company as a group.

Amount and Nature of Beneficial Ownership (1)

Class B
Name and Address of Common Percentage of Percentage of Voting
Beneficial Shareholder Common Stock Stock (2) Ownership(1)(3) Power (1)(3)
- ---------------------- ------------ --------- --------------- ------------

Michael Levy................... 114,810(4) 606,589(5) 11.8% 31.7%
9511 West River Street
Shiller Park, IL 60176

Clive Kabatznik................ 290,000(6) 190,000 7.5% 12.2%
2665 S. Bayshore
Suite 702
Coconut Grove, FL 37137

FSA Stock Trust................ 383,523(7) 0 6.3% 3.9%
9511 West River Street
Shiller Park, IL 60176

Cornelius J. Roodt............. 135,000(8) 0 2.2% 1.3%
P.O. Box 4001
Kempton Park
South Africa

BT Global Credit Limited . . . 1,626,754(9) 0 21.0% 14.1%
c/o Bankers Trust
Luxembourg S.A.
P.O. Box 807
14 Boulevard F.D. Roosevelt
L-2540 Luxembourg
Luxembourg

First Wilshire Securities
Management Inc................. 442,600(10) 0 7.2% 0%
600 South Lake Street
Suite 100
Pasadena, CA 91106-3955

All executive officers and 539,810(11) 796,589 20.4% 43.7%
directors as a group (3 persons)

(1) Beneficial ownership is calculated in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 (the "Exchange Act"). As of March __, 1999,
5,166,832 shares of Common Stock and 946,589 shares of Class B Common Stock
were outstanding. Shares subject to stock options, for purposes of this
table, are considered beneficially owned only to the extent currently
exercisable or exercisable within 60

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days after March __, 1999. Shares subject to stock options are
considered outstanding only for the purpose of computing percentage of
ownership or percentage of voting power of the optionee if such stock
options were exercised, but (except for the calculation of ownership or
voting power percentages of all directors and executive officers as a
group) are not considered outstanding for the purpose of computing the
percentage of ownership or percentage of voting power of any other
person.

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

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

(4) Includes (i) 20,000 shares of Common Stock issuable upon exercise of
options that are immediately exercisable and (ii) 94,810 shares of
Common Stock issued to the American Stock Transfer & Trust Company (the
"FSAH Escrow Agent") for which Mr. Levy has been granted a voting
proxy.

(5) Includes (i) 570,137 shares of Class B Common Stock and (ii) 36,452
shares of Class B Common Stock issued to the FSAH Escrow Agent pursuant
to the terms of the FSAH Escrow Agreement, which shares correspond to a
like number of shares of FSAH Class B Stock purchased by Mr. Levy upon
the closing of the Europair acquisition.

(6) Includes 290,000 shares of Common Stock issuable upon exercise of
options that are immediately exercisable.

(7) Includes 383,523 shares of Common Stock.

(8) Includes 135,000 shares of Common Stock issuable upon exercise of
options that are immediately exercisable.

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

(10) Based solely upon information contained in a Schedule 13G dated October
6, 1998 filed with the SEC. The Schedule 13G indicates that First
Wilshire Securities Management, Inc. has sole dispositive power as to
all shares listed but has no voting power with respect to such shares.

(11) Represents shares issuable upon exercise of options that are
immediately exercisable. Does not include 300,000 shares issuable upon
exercise of options not exercisable within 60 days.

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--------------------------------------------
PROPOSAL 1
ELECTION OF DIRECTORS
--------------------------------------------

At the Meeting, stockholders will elect four directors to
serve until the next annual meeting of stockholders and until their respective
successors are elected and qualified. Unless otherwise directed, all Proxies
will be voted in favor of the election of Messrs. Levy, Kabatznik, Roodt and
Garrick (collectively, the "nominees") to serve as directors upon their
nomination at the Meeting. Of the four nominees, Messrs. Levy, Kabatznik and
Roodt currently serve on the Board of Directors and their terms expire at the
Meeting.

Each nominee has advised the Company of his willingness to
serve as a director and the Company has no reason to expect that any of the
nominees will be unable to stand for election at the date of the Meeting. In the
event that a vacancy among the original nominees occurs prior to the Meeting,
the Proxies will be voted for a substitute nominee or nominees, if any are named
by the Board of Directors, and for the remaining nominees.

Pursuant to the Underwriting Agreement, dated January 24, 1996
by and among the Company, FSA Stock Trust and D.H. Blair Investment Banking
Corp. (the "D.H. Blair") and executed with respect to certain provisions thereof
by Messrs. Clive Kabatznik and Michael Levy, the Company is required to nominate
a designee of D.H. Blair, the underwriter of the Company's IPO, to the Board of
Directors for a period of five years from the date of the completion of the IPO.
D.H. Blair has not yet selected such a designee.

Information About Nominees

The following table sets forth information regarding the
nominees:

Name Age Director Since Positions with the Company
- -------------------- ------ ------------------ --------------------------------------------

Michael Levy 53 1995 Chairman of the Board of Directors

Clive Kabatznik 42 1995 Vice Chairman of the Board of Directors,
Chief Executive Officer, President, Chief

Financial Officer, Controller and Director
Cornelius J. Roodt 40 1996 Director

George R. Garrick 47 -- Nominee for Director

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

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

-5-

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

Cornelius J. Roodt was appointed Managing Director and Chief
Financial Officer of First South African Holdings (Pty) Ltd. ("FSAH"), on July
1, 1996. Mr. Roodt is responsible for overseeing all the activities of FSAH's
operations in South Africa. From 1994 to 1996 Mr. Roodt was a senior partner at
Price Waterhouse Corporate Finance, South Africa. From 1991 to 1994 he was an
audit partner at Price Waterhouse, South Africa.

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

Executive Officers and Key Employees

Dawna Ferguson, age 48, has been the Secretary of the Company
since November 1998 and is an employee of Codan Services Limited and has been
employed by such company as a Corporate Manager since November 1998. Prior to
such time, from 1993 to 1998, Ms. Ferguson was General Manager of the Bermuda
law firm Mello, Hollis, Jones & Martin.

Cornelius J. Roodt is the Managing Director and Chief
Financial Officer of FSAH. Please refer to "Information About Nominees" for more
information regarding Mr. Roodt.

John Welch, age 50, is the founder of Piemans Pantry, a
company he established in 1982, and Managing Director of Piemans Pantry since
its acquisition by the Company in June 1996. His responsibilities include
overall supervision of all aspects of the Piemans Pantry business.

Gerald S. Crossman, age 55, is the Group Finance Director of
First SA Food Holdings Limited, a position he has held since 1997. From 1983 to
1996, Mr. Grossman served on the board and was responsible for group finance at
Hunt Lechars and Hepburn Holdings Limited.

-6-

Mark J. Korb, age 31, has been the Group Finance Director of
First SA Lifestyle Holdings Limited since April 1997. Prior to such time, from
August 1993 to March 1997, Mr. Korb was an employee of PricewaterhouseCoopers
Inc, as a Senior Audit Manager from July 1994 to March 1997 and a Manager from
August 1993 to June 1994.

Pierre Kleinhans, age 38, is the founder of Leisure Planet, a
business acquired by the Company in February 1999. Mr. Kleinhans has served in
various capacities with the Leisure Planet business, including Chief Executive
Officer since December 1997, Head of Business Development from January 1997 to
December 1997, head of Corporate Strategy from March 1996 to December 1996 and
Chief Executive Officer from 1993 to March 1996.

Bart Goedseels, age 31, has been the Chief Operating Officer
of Leisure Planet since December 1997. Mr. Goedseels has also served as Director
of Hotel Sales and Marketing from January 1997 to December 1997 and Head of
International Hotel Recruitment from 1993 to January 1997.

Board Meetings and Committees

The Board of Directors is responsible for the management of
the Company. During the fiscal year ended June 30, 1998, the Board of Directors
held three meetings. Each incumbent director attended at least 75% of all
meetings of the Board and committees on which the person served which were held
during the year.

The Board of Directors has an Audit Committee (the "Audit
Committee") and a Compensation Committee (the "Compensation Committee"). The
Board of Directors has no executive committee. The Audit Committee is composed
of Cornelius Roodt and Michael Levy. The Audit Committee is responsible for
recommending annually to the Board of Directors the independent auditors to be
retained by the Company, reviewing with the independent auditors the scope and
results of the audit engagement and establishing and monitoring the Company's
financial policies and control procedures. The Audit Committee met once during
fiscal year ended June 30, 1998.

The Compensation Committee is currently composed of Michael
Levy and will also include George Garrick if he is elected to the Company's
Board of Directors. These persons are intended to be non-employee directors
within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Exchange Act.
The Compensation Committee has power and authority with respect to all matters
pertaining to compensation payable by the Company and the administration of
employee benefits, deferred compensation and the stock option plans of the
Company. The Compensation Committee did not meet during fiscal year ended June
30, 1998.

Compensation of Directors and Nominees

Except for Mr. Levy, directors of the Company do not receive
fixed compensation for their services as directors other than options to
purchase 10,000 shares of Common Stock granted to each non-employee director
under the Company's 1995 Stock Option Plan. Mr. Levy receives an annual service
fee of $60,000 and options to purchase 10,000 shares of Common Stock for every
year of service as a director of the Company. However, directors will be
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with their duties to the Company.

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

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services in connection with the company's Internet related activities and
opportunities and in exchange for his agreement to be a nominee for the Board of
Directors.

-8-

EXECUTIVE COMPENSATION

The following summary compensation table sets forth the
aggregate compensation paid or accrued by the Company to its Chief Executive
Officer and to the Managing Director and Chief Financial Officer of the
Company's subsidiary, FSAH, during the fiscal years ended June 30, 1996, June
30, 1997 and June 30, 1998. Apart from Mr. Kabatznik, whose annual salary is
$180,000, and Mr. Roodt, whose annual salary is $150,000, no other executive
officer of the Company or any subsidiary of the Company received compensation in
excess of $100,000.

Summary Compensation Table

Annual Compensation Long Term Compensation
---------------------------- -----------------------------------
Securities
Restricted Underlying
Name and Fiscal Other Annual Stock Stock
Principal Position Year Salary Bonus Compensation Awards Options
- ---------------------- -------- ------------ ----------- ---------------- --------------- --------------
$ $

Clive Kabatznik,
President and Chief
Executive Officer 1998 180,000 170,509 --- --- 5,000 (3)
1997 180,000 195,142 --- --- 255,000 (2)
1996 135,000 --- --- --- 205,000 (1)
Cornelius J. Roodt, 1998 150,000 170,509 --- --- 5,000 (3)
Managing Director
and Chief Financial 1997 150,000 195,142 --- --- 255,000 (4)
Officer of First South
African Holdings
(Pty) Ltd.

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

(1) Includes (i) options granted under the Company's 1995 Stock Option Plan
to purchase 5,000 shares of Common Stock at an exercise price of $5.00
per share and (ii) non-plan options granted pursuant to the terms of a
management contract entered into with the Company to purchase 200,000
shares of Common Stock at an exercise price of $5.00 per share.

(2) Includes (i) options granted under the Company's 1995 Stock Option Plan
to purchase 5,000 shares of Common Stock at an exercise price of $3.75
per share and (ii) non-plan options granted by the Board of Directors
to purchase 250,000 shares of Common Stock at an exercise price of
$4.75 per share (of which 125,000 were immediately exercisable and
125,000 would become exercisable on June 24, 1999, if still employed by
the Company on such date).

(3) Includes options granted under the Company's 1995 Stock Option Plan to
purchase 5,000 shares of Common Stock at an exercise price of $6.00 per
share.

(4) Includes (i) options granted under the Company's 1995 Stock Option Plan
to purchase 5,000 shares of Common Stock at an exercise price of $3.75
per share and (ii) non-plan options granted by the Board of Directors
to purchase 250,000 shares of Common Stock at an exercise price of
$4.75 per share (of which 125,000 are immediately exercisable and
125,000 would become exercisable on June 24, 1999, if still employed by
the Company on such date).

-9-

Options Granted in Fiscal 1998

The following table sets forth the details of options to
purchase Common Stock granted by the Company to directors and executive officers
of the Company during fiscal year ended June 30, 1998:

Options Granted
Potential Realizable
Number of Percent of Total Per Value at Assumed Annual
Securities Options Granted to Share Rate of Stock Price
Underlying Employees in Exercise Expiration Appreciation
Name Options Fiscal Year Price Date For Option Term
- -------------------------- ------------- --------------------- ----------- ------------ -------------------------------
5% 10%
------------ ---------------

Clive Kabatznik........... 5,000 12.50% 6.00 (1) 8,285 18,315
Michael Levy.............. 10,000 25.00% 6.00 (1) 16,575 36,630
Charles S. Goodwin(2)..... 10,000 25.00% 6.00 (1) 16,575 36,630
Cornelius J. Roodt........ 5,000 12.50% 6.00 (1) 8,285 18,315
Mfundiso J. Njeke(3)...... 10,000 25.00% 6.00 (1) 16,575 36,630

- -----------------
(1) Options granted will expire five years from the date granted and are
immediately exercisable.
(2) Mr. Goodwin received options to acquire 10,000 shares of Common Stock
for his services as a non-
employee director of the Company. Mr. Goodwin resigned from the board
in November, 1998.
(3) Mr. Njeke received options to acquire 10,000 shares of Common Stock for
his services as a non-employee director of the Company. Mr. Njeke
resigned from the board in November, 1998.

Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values

No options were exercised by any of the above during fiscal
year ended June 30, 1998.

The following table sets forth the number of shares of Common
Stock underlying unexercised stock options granted by the Company to executive
officers of the Company and the value of those options at June 30, 1998:

Number of Securities Underlying
Unexercised Options at Value of Unexercised In the Money
Fiscal Year-End Options at Fiscal Year-End(1)
--------------------------------- -------------------------------------
Name of Executive Officer Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------ ---------------- --------------- ------------------ -----------------

Clive Kabatznik 290,000 175,000 0 0
Cornelius J. Roodt 135,000 125,000 0 0

- -----------------
(1) On June 30, 1998, the closing bid price for the Common Stock on the
Nasdaq National Market was $4.1875. The value of each option is equal
to the positive difference, if any, of such closing bid price over the
exercise price of such option.

Employment Agreements

First South Africa Management ("FSAM"), the Company's
management subsidiary, has entered into an Employment Agreement with Clive
Kabatznik, the Vice Chairman, President and Chief Executive Officer

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of the Company and of FSAM. Under the terms of such agreement, Mr. Kabatznik
shall devote substantially all of his business time, energies and abilities to
the Company and its subsidiaries and shall receive an annual salary of $180,000
and options to purchase 55,000 shares of Common Stock at an exercise price of
$5.00 per share. In addition, Mr. Kabatznik has been granted additional options
to purchase 150,000 shares of Common Stock of the Company at the exercise price
of $5.00 per share, exercisable after the seventh anniversary following the
grant date, provided that vesting of such options will be accelerated as
follows: (i) 50,000 options will be exercisable on such earlier date that the
Company realizes earnings per share of $.75 or more on a fiscal year basis, (ii)
an additional 50,000 options will be exercisable on such earlier date that the
Company realizes earnings per share of $1.00 or more on a fiscal year basis, and
(iii) an additional 50,000 options will be exercisable on such earlier date that
the Company realizes earnings per share of $1.50 or more on a fiscal year basis.
The options referred to in (i) and (ii) above have vested as a result of the
Company's realization of the applicable earnings per share requirements. In
November 1998, Mr. Kabatznik agreed to amend his Employment Agreement with FSAM,
eliminating the bonus provisions that previously existed and adding a
non-competition provision to such agreement. Mr. Kabatznik received 2,000,000
shares of First Lifestyle Holdings, Ltd. pursuant to the amendment.

FSAM entered into a consulting agreement with Mr. Levy,
pursuant to which Mr. Levy served as a consultant to FSAM. The term of the
agreement was for a period of three years until January 31, 1999. Mr. Levy's
compensation for such consulting services was $60,000 per annum. FSAM is
continuing to pay such sum on a monthly basis, in return for Mr. Levy's
consulting services.

FSAH has entered into an Employment Agreement with Cornelius
J. Roodt, the Managing Director and Chairman of the Board of FSAH. Under the
terms of such agreement, Mr. Roodt shall devote substantially all of his
business time, energies and abilities to the Company and its subsidiaries and
shall receive an annual salary of $150,000 and options to purchase 150,000
shares of FSAH Class B Stock at an exercise price of Rand 13.05 per share. Mr.
Roodt's salary under his Employment Agreement shall be reviewed on an annual
basis. In addition, the options to purchase 150,000 shares of FSAH Class B Stock
are exercisable after the fifth anniversary following the grant date, provided
that vesting of such options will be accelerated as follows: (i) 30,000 options
will be exercisable on such earlier date that the Company realizes earnings per
share of $.75 or more on a fiscal year basis, (ii) an additional 50,000 options
will be exercisable on such earlier date that the Company realizes earnings per
share of $1.00 or more on a fiscal year basis, and (iii) an additional 70,000
options will be exercisable on such earlier date that the Company realizes
earnings per share of $1.50 or more on a fiscal year basis. The options referred
to in (i) and (ii) above have vested as a result of the Company's realization of
the applicable earnings per share requirements. In November 1998, Mr. Roodt
agreed to amend his Employment Agreement with FSAM, eliminating the bonus
provisions that previously existed and adding a non-competition provision to
such agreement. Mr. Roodt received 2,000,000 shares of First Lifestyle Holdings,
Ltd. pursuant to the amendment.

Stock Option Plan

The Board of Directors of the Company has adopted and the
shareholders (prior to the Company's Initial Public Offering) approved the
Company's 1995 Stock Option Plan (the "Stock Option Plan"). The Stock Option
Plan provides for the grant of (i) options that are intended to qualify as
incentive stock options (Incentive Stock Options) within the meaning of Section
422 of the Internal Revenue Code of 1986 (the "Code") to key employees and (ii)
options not intended to so qualify (Nonqualified Stock Options) to key employees
(including directors and officers who are employees of the Company), and to
directors and consultants who are not employees. The total number of shares of
Common Stock for which options may be granted under the Stock Option Plan is
800,000 shares.

The Stock Option Plan is to be administered by the
Compensation Committee of the Board of Directors. The Committee shall determine
the terms of options exercised, including the exercise price, the number

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of shares subject to the option and the terms and conditions of exercise. No
option granted under the Stock Option Plan is transferable by the optionee other
than by will or the laws of descent and distribution and each option is
exercisable during the lifetime of the optionee only by such optionee or his
legal representatives.

The exercise price of Incentive Stock Options granted under
the Stock Option Plan must be at least equal to the fair market value of such
shares on the date of grant (110% of fair market value in the case of an
optionee who owns or is deemed to own stock possessing more than 10% of the
voting rights of the outstanding capital stock of the Company (or any of its
subsidiaries). The term of each option granted pursuant to the Stock Option Plan
shall be established by the Committee, in its sole discretion; provided,
however, that the maximum term for each Incentive Stock Option granted pursuant
to the Stock Option Plan is ten years (five years in the case of an optionee who
owns or is deemed to own stock possessing more than 10% of the total combined
voting power of the outstanding capital stock of the Company (or any of its
subsidiaries). Options shall become exercisable at such times and in such
installments as the Committee shall provide in the terms of each individual
option. The maximum number of shares for which options may be granted to any
individual in any fiscal year is 210,000.

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

As of the Record Date, the Company has granted options to
purchase 265,000 shares of Common Stock under the Stock Option Plan, 35,000 of
which have been exercised.

Non-Plan Stock Options

The Company has granted non-plan stock options to purchase 700,000
shares of Common Stock, of which 200,000 were granted at an exercise price of
$5.00 per share and 500,000 were granted at an exercise price of $4.75 per
share.

-12-

Performance Graph

The following graph compares the cumulative return to holders
of the Common Stock for the period commencing January 24, 1996 and ending June
30, 1998 with the Nasdaq Index and the Standard & Poor's Conglomerate Index as a
peer group index for the same period. The comparison assumes $100 was invested
on January 24, 1996 in the Common Stock and in each of the comparison groups.
The Company has paid no dividends to shareholders to date.

[GRAPHIC OMITTED]

-13-

COMPENSATION COMMITTEE'S REPORT
CONCERNING EXECUTIVE COMPENSATION

Overview

Compensation determinations have been made by the Compensation
Committee, except as otherwise reflected in the Company's records. The Company
seeks to provide executive compensation that will support the achievement of the
Company's financial goals while attracting and retaining talented executives and
rewarding superior performance. In performing this function, the Compensation
Committee reviews executive compensation surveys and other available information
and may from time to time consult with independent compensation consultants.
During fiscal year ended June 30, 1998, the Compensation Committee consisted of
Michael Levy and Charles Goodwin.

The Company seeks to provide an overall level of compensation
to the Company's executives that is competitive within the Company's industry
and other companies of comparable size and complexity. Compensation in any
particular case may vary from any industry average on the basis of annual and
long-term Company performance as well as individual performance. The
Compensation Committee exercises its discretion to set compensation where in its
judgment external, internal or individual circumstances warrant it.

In general, the Company compensates its executive officers
through a combination of base salary, annual incentive compensation in the form
of cash bonuses and long-term incentive compensation in the form of stock
options. In addition, executive officers participate in benefit plans, including
medical, dental and retirement plans, that are available generally to the
Company's employees.

The duties of the Compensation Committee include the granting
of stock options under the 1995 Stock Option Plan to executive employees of the
Company. The Compensation Committee determines the number of shares granted to
individuals, as well as, among other things, the exercise price and vesting
periods of such options, taking into account each individual's level of
responsibility, compensation level, contribution to the Company's performance,
future goals and the performance expected of him or her.

Executive Officer Compensation

FSAM has entered into an Employment Agreement with Clive
Kabatznik, which agreement is currently in effect and expires in October 2000.
See "Executive Compensation--Employment Agreements." FSAM also entered into a
consulting agreement with Michael Levy, pursuant to which he served as a
consultant to FSAM. The term of the agreement was for a period of three years
until January 31, 1999. FSAM is continuing to pay such sum on a monthly basis,
in return for Mr. Levy's consulting services. See "Executive Compensation--
Employment Agreements." FSAH has entered into an Employment Agreement with
Cornelius J. Roodt which agreement is currently in effect and expires in June
2001. See "Executive Compensation--Employment Agreements." The base salary,
bonuses, benefits and conditions of these contracts were determined through a
review of previous employment terms for these individuals as well as a review of
the recent trends in the Company's revenues and profits. The Company believes
that the base salary levels currently in effect are competitive to salary levels
in similarly situated companies. In addition, the Compensation Committee at the
time decided to link such employees compensation directly to the Company's
earnings before interest and taxes.

In the second quarter of fiscal year ended June 30, 1998,
Clive Kabatznik and Cornelius J. Roodt were each granted, under the terms of the
1995 Stock Option Plan, options to purchase 5,000 shares of Common Stock. Such
options were immediately exercisable on the date of grant. See "Executive
Compensation--Summary Compensation Table." The Compensation Committee feels that
options and other stock-based performance

-14-

compensation arrangements are an effective incentive for managers to create
value for stockholders since the value of an option bears a direct relationship
to the Company's stock price.

The Compensation Committee believes that linking executive
compensation to corporate performance results in a better alignment of
compensation with corporate goals and shareholder interests. As performance
goals are met or exceeded, resulting in increased value to shareholders,
executives are rewarded commensurately. The Compensation Committee believes that
compensation levels during fiscal year ended June 30, 1998 adequately reflect
the Company's compensation goals and policies.

Respectfully submitted,

Michael Levy
Charles Goodwin

-15-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FSAM Management Agreement

The Company and FSAM have entered into a Management Agreement
the (the "FSAM Management Agreement") pursuant to which FSAM will provide
certain management and administrative services to the Company for an annual fee
of $48,000 and reimbursement of FSAM's costs, other than out-of-pocket expenses,
at an amount equal to cost plus 10% (including the costs of employees) incurred
in providing such management and administrative services to the Company. The
costs of such services that may be requested from time to time by the Company
pursuant to the FSAM Management Agreement are at a rate that could reasonably be
expected to be charged by an unaffiliated third party. The services to be
provided by FSAM to the Company under the FSAM Management Agreement include
general business management and administrative services, shareholder relation
services, financial services and accounting services. The FSAM Management
Agreement will expire on December 31, 2005, unless sooner terminated on 90 days
advance notice by either party. For the fiscal year ended June 30, 1998, the
Company paid FSAM a total sum of $48,000 pursuant to the terms of the FSAM
Management Agreement.

FSAH Escrow Agreement

The Company entered into an escrow agreement (the "FSAH Escrow
Agreement") by and among itself, certain holders of FSAH Class B Stock, the FSAH
Escrow Agent and FSAH in January, 1996, prior to the closing of the Company's
Initial Public Offering ("IPO"). The FSAH Escrow Agreement provided for the
concurrent issuance and delivery by the Company of 729,979 shares of Class B
Common Stock to the FSAH Escrow Agent. The amount of shares of Class B Common
Stock held by the FSAH Escrow Agent was reduced by 563,527 shares, which shares
were converted to Common Stock and issued to the underlying holders of FSAH
Class B Stock, and the voting proxy on these shares was transferred by Michael
Levy to the FSAH Escrow Agent. The FSAH Escrow Agreement is intended to provide
security for certain holders of FSAH Class B Stock, who are residents of South
Africa and are prohibited by South African law from holding shares in a foreign
company. The FSAH Escrow Agreement provides that the parties to such agreement
that are holders of FSAH Class B Stock will not sell such shares of stock except
as provided in such agreement. Specifically, the FSAH Escrow Agreement provides
that the FSAH Class B Stock may be tendered to the FSAH Escrow Agent against
payment by the FSAH Escrow Agent, which payment may consist of the proceeds
obtained from the sale by the FSAH Escrow Agent of an equal number of shares of
Class B Common Stock, provided that the proceeds of such sale shall be delivered
to the holder in exchange for his or her shares of FSAH Class B Stock. Upon the
sale by the FSAH Escrow Agent of any shares of Class B Common Stock pursuant to
the FSAH Escrow Agreement, the FSAH Escrow Agent will deliver to the Company the
equivalent number of shares of FSAH Class B Stock tendered in connection
therewith. Such shares of FSAH Class B Stock will then automatically convert
into shares of FSAH Class A Stock and will be held by the Company together with
the other shares of FSAH Class A Stock owned by the Company. The Company has
granted certain piggyback registration rights to the FSAH Escrow Agent on behalf
of the holders of the shares of FSAH Class B Stock held pursuant to the FSAH
Escrow Agreement. Such shares of Class B Common Stock will be automatically
converted to Common Stock of the Company upon the sale of such shares by the
FSAH Escrow Agent pursuant to the terms of the FSAH Escrow Agreement. Such
shares of Class B Common Stock will be controlled by the terms of the FSAH
Escrow Agreement. Michael Levy has paid the purchase price of $.01 per share for
each of the shares of Class B Common Stock held pursuant to the FSAH Escrow
Agreement and the FSAH Escrow Agent has granted to Michael Levy an irrevocable
proxy to vote each of such shares of Class B Common Stock prior to the sale or
forfeiture of such shares, as the case may be. The Company owns 25,000,000
shares of FSAH Class A Stock, or approximately 99% of the total outstanding
shares of FSAH, and the remaining shares are held by the following persons in
the amounts set forth below:

-16-

FSAH Class B Stock

Global Capital 50,000 shares
Bruce Thomas 80,000 shares
Michael Levy 36,452 shares
Total: 166,452 shares
==============

FSAC Escrow Agreements

Since the consummation of the Company's IPO in January 1996,
the Company has entered into a number of escrow agreements (the "FSAC Escrow
Agreements") which are comprised of a number of additional agreements with the
FSAH Escrow Agent, FSAH and certain principal shareholders of the Company's
subsidiaries which were acquired by the Company since January 1996. The terms of
the FSAC Escrow Agreements are substantially similar to the terms of the FSAH
Escrow Agreement, except that only the FSAH Escrow Agreement provided for the
issuance of shares of Class B Common Stock to the FSAH Escrow Agent while each
of the FSAC Escrow Agreements provided for the issuance of shares of Common
Stock to the FSAH Escrow Agent. A number of issuances were retired by the
Company in exchange for cash, and the following issuances of FSAH Class B Stock
by FSAH, which correspond to an identical number of shares of Common Stock
issued by the Company and held by the FSAH Escrow Agent, are outstanding:

ADDITIONAL SHARES ISSUED IN CONNECTION WITH GULL FOODS ACQUISITION(1)

Trek Biltong 75,580 shares

ADDITIONAL SHARES ISSUED IN CONNECTION WITH THE ACQUISITION OF FIRST STRUT (PTY)
LTD.(2)

The Coch Family Trust 19,230 shares

ADDITIONAL SHARES ISSUED IN CONNECTION WITH PACFORCE (PTY) LTD. ACQUISITION (3)

Michael Risely 30,737 shares
Garth Remington 30,737 shares
Stanley Watson 6,832 shares
- --------------------

(1) The Company has issued an additional 75,580 shares of Common Stock to
the FSAH Escrow Agent pursuant to the terms of a certain FSAC Escrow
Agreement by and among the Company, the FSAH Escrow Agent and Mr.
Biltong in connection with the Gull acquisition.

(2) The Company has issued an additional 19,230 shares of Common Stock to
the FSAH Escrow Agent pursuant to the terms of a certain FSAC Escrow
Agreement by and among the Company, the FSAH Escrow Agent, The Coch
Family Trust and Michael Levy in connection with the First Strut
acquisition.

(3) The Company has issued an additional 68,306 shares of Common Stock to
the FSAH Escrow Agent pursuant to the terms of a certain FSAC Escrow
Agreement by and among the Company, the FSAH Escrow Agent and each of
Mr. Risely, Mr. Remington and Mr. Watson in connection with the
Pacforce (Pty) Ltd. acquisition.

The rights and preferences accruing to holders of FSAH Class A
Stock and holders of FSAH Class B Stock are substantially identical except that
(i) FSAH is required to pay dividends to holders of FSAH

-17-

Class B Stock equivalent, on a pro rata basis, to the dividends paid by the
Company to holders of its Common Stock, (ii) payment of the above dividends on
FSAH Class B Stock must be made no later than three business days subsequent to
payment of dividends by the Company on its Common Stock, (iii) accrued dividends
on FSAH Class B Stock must be paid prior to payment of any declared dividends on
FSAH Class A Stock, and (iv) any shares of FSAH Class B Stock acquired by the
Company will automatically be converted to shares of FSAH Class A Stock upon
such acquisition.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership and reports
of changes of ownership with the Securities and Exchange Commission and furnish
copies of those reports to the Company. Based solely on a review of the copies
of the reports furnished to the Company to date, or written representations that
no reports were required, the Company believes that all reports required to be
filed by such persons with respect to the Company's fiscal year ended June 30,
1998 were timely made, except for the Statement of Changes in Beneficial
Ownership (Form 4) filed by Messrs. Levy, Kabatznik and Roodt.

-18-

------------------------------------------------------
PROPOSAL 2
TO CHANGE THE COMPANY NAME FROM FIRST SOUTH AFRICA
CORP., LTD. TO LEISURE PLANET HOLDINGS, LTD.
------------------------------------------------------

The Board of Directors of the Company has approved a change in
the Company name from First South Africa Corp., Ltd. to Leisure Planet Holdings,
Ltd. The Company's Board of Directors has also authorized the officers of the
Company to file, if stockholder approval of this Proposal 2 is obtained, a
certified copy of the resolution of the Company's stockholders with the
Registrar of Bermuda, at which time the change of name will be effective.

Reasons for Name Change/Effect of Name Change

The Company has determined to change its name to reflect the
growth of the Company from one invested primarily in South Africa to one now
marketing its leisure and lifestyle products to a global market, particularly
with the acquisition of the Leisure Planet business in February 1999. Leisure
Planet, an Internet travel agency, is the Company's first investment outside of
South Africa and the Company's first investment in an Internet company.

The change of name will not affect in any way the validity or
transferability of stock certificates outstanding, the capital structure of the
Company or the listing of the Common Stock on the Nasdaq National Market. After
the change of name, the Common Stock will be traded on the Nasdaq National
Market under the Symbol "LPHL." If the Amendment is approved, stockholders with
certificated shares may continue to hold their existing certificates or receive
new certificates reflecting the name change upon tendering of their old
certificates to the Company's transfer agent.

The Board of Directors recommends that stockholders vote FOR this
Proposal.

-19-

-------------------------------------------------------
PROPOSAL 3
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-------------------------------------------------------

The firm of PricewaterhouseCoopers Inc audited the financial
statements of the Company for the fiscal year ended June 30, 1998. The Board of
Directors has, subject to ratification by the Company's stockholders, appointed
that firm to act as its independent public accountants for the fiscal year
ending June 30, 1999. Accordingly, management will present to the Meeting a
resolution ratifying the appointment of PricewaterhouseCoopers Inc as the
Company's independent public accountants for the fiscal year ending June 30,
1999. A representative of PricewaterhouseCoopers Inc is not expected to be
present at the Meeting.

The Board of Directors recommends that stockholders vote FOR this
Proposal.

VOTING REQUIREMENTS

The Board of Directors has unanimously recommended a vote in favor of
each nominee named in the Proxy and FOR Proposals 2 and 3.

-20-

MISCELLANEOUS

Stockholder Proposals

Any stockholder proposal intended to be presented at the 1999
Annual Meeting of Stockholders must be received by the Company not later than
July 15, 1999 for inclusion in the Company's proxy statement and form of proxy
for that meeting.

Solicitation of Proxies

The cost of preparing, assembling and mailing the Notice of
Annual Meeting, this Proxy Statement and Proxies is to be borne by the Company.
The Company will also reimburse brokers who are holders of record of Common
Stock for their expenses in forwarding Proxies and Proxy soliciting material to
the beneficial owners of such shares. In addition to the use of the mails,
Proxies may be solicited without extra compensation by directors, officers and
employees of the Company by telephone, telecopy, telegraph or personal
interview.

Other Matters

Management does not intend to bring before the Meeting for
action any matters other than those specifically referred to above and is not
aware of any other matters which are proposed to be presented by others. If any
other matters or motions should properly come before the Meeting, the persons
named in the Proxy intend to vote thereon in accordance with their judgment on
such matters or motions, including any matters or motions dealing with the
conduct of the Meeting.

The 1998 Annual Report of the Company, including financial
statements and report thereon of PricewaterhouseCoopers Inc, accompanies this
Proxy Statement but is not incorporated in and is not to be deemed a part of
this Proxy Statement.

Proxies

All stockholders are urged to fill in their choices with
respect to the matters to be voted upon, sign and promptly return the enclosed
form of Proxy.

By Order of the Board of Directors,

Dawna Ferguson
Secretary

April __, 1999

-21-

PROXY PROXY
FIRST SOUTH AFRICA CORP., LTD.

Proxy for Annual Meeting of Stockholders - April 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints, as proxies for the undersigned, CLIVE
KABATZNIK and DAWNA FERGUSON, or either of them, with full power of
substitution, to vote all shares of the capital stock of First South Africa
Corp., Ltd. (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Company to be held on Thursday, April 29,
1999, at 11:00 a.m., Eastern Daylight Savings Time, at the offices of Parker
Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, 18th floor, New York,
New York, receipt of Notice of which meeting and the Proxy Statement
accompanying the same being hereby acknowledged by the undersigned, and at any
adjournment or postponement thereof, upon the matters described in the Notice of
Meeting and Proxy Statement and upon such other business as may properly come
before the meeting or any adjournment or postponement thereof, hereby revoking
any proxies heretofore given.

EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE ON THE REVERSE SIDE HEREOF. WHERE NO DIRECTION TO VOTE ON A
SPECIFIC MATTER IS GIVEN, THE PROXIES WILL BE DEEMED AUTHORIZED TO VOTE FOR EACH
LISTED NOMINEE TO SERVE AS A DIRECTOR AND FOR PROPOSALS 2 AND 3.

PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)

FIRST SOUTH AFRICA CORP., LTD.

A VOTE FOR EACH NOMINEE AND FOR PROPOSALS 2 AND 3
IS RECOMMENDED BY THE BOARD OF DIRECTORS.

1. ELECTION OF DIRECTORS - For Withhold For All
Nominees: Michael Levy, Clive Kabatznik, All All Except
Cornelius J. Roodt and George R. |_| |_| |_|
Garrick

--------------------------------
(Except Nominee(s) written above)

FOR AGAINST ABSTAIN
2. To change the corporate name of the Company to |_| |_| |_|
Leisure Planet Holdings, Ltd.

3. To ratify the selection of PricewaterhouseCoopers |_| |_| |_|
Inc as independent public accountants for the
Company.

Dated ------------, 1999

Signature(s) ----------------------

-----------------------------------
NOTE: Please sign your name or
names exactly as set forth hereon.
If signing as attorney, executor,
administrator, trustee or guardian,
please indicate the capacity in
which you are acting. Proxies
executed by corporations should be
signed by a duly authorized officer
and should bear the corporate seal.

- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.