in this contract

 Exhibit 10.5
                           TOUCAN GOLD CORPORATION INC

                                8201 PRESTON ROAD
                                   SUITE 6000
                                 TEXAS 75225 USA

Draft Letter of Appointment

Mr David R Wray
54 New Park Road
West Yorkshire

22 July 1999

Dear David

This  letter  sets  out the  terms of your  employment  with  ITIS  Technologies
Limited,  ("the Company") a wholly owned  subsidiary of Toucan Gold  Corporation
Inc ("Toucan").


Your  employment will commence on 22 July 1999 and will be for an initial period
of three years ("the  Initial  Period").  Thereafter  either party may terminate
your employment by notice in writing of not less than twelve months to expire on
or after the expiration of the Initial Period.

The Company reserves the right in our absolute  discretion to pay salary in lieu
of notice and to deduct from final salary all (or any) outstanding monies due to
the  Company or the  equivalent  monetary  value of damage to or loss of company
property,  for which you are held responsible.  The payment shall be solely your
salary (at the rate payable when the option is  exercised)  without  taking into
account any bonus, pension contribution or benefits in kind. You will not, under
any  circumstances,  have any right to payment in lieu unless we have  exercised
our option to pay in lieu by notice to you.

Once notice of termination has been given by either side, the Company may at any
time and for any  period(s)  require  you to cease  performing  your job  and/or
exclude you from entering any of our premises.  During any such period of garden
leave, we will continue to pay your salary and provide all benefits provided for
in this contract.


Your job  title  will be  Technical  Director  and you will be  responsible  for
technical aspects. You will also be offered a position on the board of directors
of Toucan.


The position  carries an initial  salary of 35,000  (British  Pounds) per annum,
payable monthly in arrears. As you are aware, the company intends to carry out a
major fund raising  exercise within six months of commencement of trading.  When
this exercise has been successfully completed your salary will be increased to a
basic of 75,000 (British  Pounds) per annum payable  monthly in arrears,  plus a
bonus package which will enable you to earn a further 25,000 (British Pounds) in
the first year.  The terms of the bonus payment will be determined  prior to the
completion  of the fund  raising,  but will be  related  to the  achievement  of
specific goals during the first year after the fund raising.

Thereafter your salary and bonus will be reviewed  annually by the  remuneration
committee composed of the non-executive directors of the main board of Toucan.


The position will carry a number of additional benefits as follows:-

,    Sickness Benefit whereby the Company will pay your full salary for a period
     of up to three months in the event that you are unable to attend work owing
     to illness.

,    Permanent  Health  Insurance which will pay up to 75% of your annual salary
     in the event that you are off work for a period over 13 weeks.

,    Health Care insurance for yourself and your spouse/partner.

,    Life  Insurance  for  yourself,  payable in the event of your  death  while
     employed by the Company.

,    Pension contributions equivalent to 7.5% of your annual salary, paid into a
     private pension scheme of your choice.  You may, of course,  elect for some
     additional  contributions  to be paid  out of your  salary  into  the  same


It is not  proposed  that the  Company  will  provide  a  vehicle  for your use.
However,  the Company will  reimburse  you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself.


You will be entitled to take 20 days paid holiday in each  calendar  year,  plus
statutory  holidays.  All  requests  for  holidays  should  be  lodged  with the
Company's  chief  executive  at least 30 days before the  intended  commencement
date, and unused  holidays may not normally be carried  forward from one year to
the next.


It is proposed that the Company will  introduce a share option scheme which will
subject  to agreed  performance  criteria,  enable  you to  "earn"  the right to
purchase  additional  shares in Toucan at a preferential  price. Full details of
the  proposed  scheme  will be made  available  before  the major  fund  raising
exercise is completed.


Your normal place of work will be at the Company's offices located in Yorkshire,
UK, but in the course of your  duties you will be required to travel both within
the UK and abroad.  The reasonable  costs of all travel on behalf of the Company
will be reimbursed upon presentation of receipts or other proof of expenditure.


You  acknowledge  that during the course of your employment you will have access
to confidential  information  belonging to the Company. You will not at any time
(except in the course of your  duties or as may be  required  by law)  during or
after your employment  disclose to a third party or make use of any confidential
information belonging to the Company. Without prejudice to the generality of the
foregoing you acknowledge  that the expression  Confidential  Information  shall
include  the  following,  namely;  information  relating  to  business  methods,
corporate plans,  finances,  business  opportunities and development projects of
the Company or any associated Company, research activities, inventions, creative
briefs, ideas, computer programs, designs and formulae undertaken,  commissioned
or produced on behalf of the Company,  all information relating to the marketing
or sales of any past present or future product or service of the Company and any
information   in  respect  of  which  the   Company   owes  an   obligation   of
confidentiality to a third party.


You will promptly  disclose to the Company and keep confidential all inventions,
copyright  works,  designs or technical  know how  conceived or made by yourself
either alone or with others during the course of your employment.  You will hold
all such  intellectual  property in trust for the Company and will do everything
necessary  or  desirable  (at the  expense  of the  Company)  including  without
limitation  executing any  appropriate  documentation  to vest the  intellectual
property fully in the Company and/or to secure patent or other appropriate forms
of protection for the intellectual property.

To the extent that such intellectual  property rights do not vest in the Company
by operation of law or under this  Agreement,  you hereby  assign to the Company
with full title  guarantee by way of assignment of present and future  copyright
all the rights,  title and  interest you have or may have in and to all material
written or devised by you pertaining to the operation or business of the Company
resulting  from or  suggested  by any work which you shall do  pursuant  to your
employment or has already been done prior to the date of this  Agreement and all
rights of  action  for  infringement  of such  copyright  and any  renewals  and
extensions of them and after that in perpetuity.  You hereby appoint the Company
as your  attorney  for the purpose of  executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of  this  paragraph.  Decisions  as to the  protection  or  exploitation  of any
intellectual  property shall be in the absolute  discretion of the Company.  You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.


As a senior employee,  you shall devote your efforts exclusively to the Company.
You may not  engage  in any  occupational  sideline,  nor may you work  for,  or
participate  in, any  similar  business  whatsoever  without  the prior  written
consent of the Company.

You hereby covenant with the Company that you will not directly or indirectly

(1)      For the first twelve months after the end of your  employment  with the
         Company either on your own account or on behalf of any other person and
         in  competition  with the  Company  anywhere  in the world  directly or
         indirectly  engage in or be  concerned  with any trade or  business  of
         computer  software  development  marketing or sale of software products
         that perform  substantially a similar function to the software products
         of the Company.

(2)      For the first six months  after the end of your  employment  solicit or
         accept  orders for products or services  competitive  with those of the
         Company from any of the  Company's  customers  with whom you have dealt
         during the last six months of your employment with the Company.

(3)      For the first six months  after the end of your  employment  solicit or
         entice away from the Company  senior  employee (who for these  purposes
         means an employee whose salary is more than 35,000 (British Pounds) per
         annum) who was  employed by the  Company  and with whom you have worked
         closely during the last six months of your employment.

(4)      For the first six  months  after the end of your  employment  employ or
         offer to employ  senior  employee  who was  employed by the Company and
         with  whom you  worked  closely  during  the last  six  months  of your

(5)      Knowingly infringe or misappropriate  any intellectual  property of the
         Company  including,  without  limitation any trade secrets of any third

Each of the above restrictions is separate and severable from the other.  Whilst
the  covenants in this clause are  considered by the parties to be reasonable if
one is  unenforceable  for any reason,  but would be  enforceable if some of its
wording were  deleted,  it shall apply with such  deletions as are  necessary to
make it enforceable.


Your  employment  with the Company may be terminated  immediately by the Company
without prior notice or pay in lieu if you shall at any time:-

(1)  commit any act of gross misconduct or gross incompetence (including but not
     limited to breach of confidence or theft.

(2)  after prior written warning,  repeat or continue any material breach of the
     provisions of this Agreement;

(3)  commit any act of  dishonesty or are guilty of any conduct which brings the
     Company into disrepute;

(4)  are  convicted  of any  criminal  offence  (other than a minor road traffic
     offence that cannot lead to a custodial sentence);


Please  indicate  your  acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.

Yours sincerely

/s/ R. Jeffcock
- -----------------------
R Jeffcock
Chairman of Toucan and as director for and on behalf of the Company

Dated this             22nd         day of           July              1999

ACCEPTED  and EXECUTED as a DEED by       )
DAVID ROBERT WRAY in the presence of:     )  /s/ David R. Wray
/s/ K. R. Parmar 

Basic Info X:

Name: in this contract
Type: in this Contract
Date: Aug. 6, 1999
State: Delaware

Other info:


  • the first six months after the end
  • 22nd day of July 1999


  • Toucan Gold Corporation Inc
  • Permanent Health Insurance


  • New Park Road Queensbury Bradford West Yorkshire
  • UK


  • David R Wray
  • R. Jeffcock
  • David R. Wray s K. R. Parmar


  • 75 %
  • 7.5 %