Tomahawk Corp – ‘S-4’ on 7/9/99

On:  Friday, 7/9/99   ·   Accession #:  1047469-99-26793   ·   File #:  333-82515

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               168    887K 
                          Business-Combination Transaction                       
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     23     93K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,     39    151K 
                          Liquidation or Succession                              
 4: EX-3.1      Articles of Incorporation/Organization or By-Laws     50    116K 
 5: EX-3.2      Articles of Incorporation/Organization or By-Laws     25     88K 
 6: EX-4.1      Instrument Defining the Rights of Security Holders     1     11K 
 7: EX-8.1      Opinion re: Tax Matters                               31    125K 
 8: EX-10.1     Material Contract                                      4     24K 
17: EX-10.10    Material Contract                                      2     15K 
18: EX-10.11    Material Contract                                      1     13K 
19: EX-10.12    Material Contract                                      2     15K 
20: EX-10.13    Material Contract                                      1     13K 
21: EX-10.14    Material Contract                                      2     15K 
22: EX-10.15    Material Contract                                      1     13K 
23: EX-10.16    Material Contract                                      2     15K 
24: EX-10.17    Material Contract                                      1     12K 
25: EX-10.18    Material Contract                                      2     15K 
26: EX-10.19    Material Contract                                      1     12K 
 9: EX-10.2     Material Contract                                     83    278K 
27: EX-10.20    Material Contract                                      2     15K 
28: EX-10.21    Material Contract                                      4     19K 
29: EX-10.22    Material Contract                                     21     88K 
30: EX-10.23    Material Contract                                     50±   204K 
10: EX-10.3     Material Contract                                     23    107K 
11: EX-10.4     Material Contract                                     20    110K 
12: EX-10.5     Material Contract                                      5     34K 
13: EX-10.6     Material Contract                                      5     24K 
14: EX-10.7     Material Contract                                      1     12K 
15: EX-10.8     Material Contract                                      2     15K 
16: EX-10.9     Material Contract                                      1     13K 
31: EX-23.2     Consent of Experts or Counsel                          1     11K 
32: EX-23.3     Consent of Experts or Counsel                          1     11K 
33: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     12K 
34: EX-27.2     Financial Data Schedule (Pre-XBRL)                     2     12K 

S-4   —   Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1999            
                                                    REGISTRATION NO. 333-_____
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-4
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

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

TOMAHAWK CORPORATION
(Exact name of registrant as specified in its charter)

ALBERTA, CANADA                     7374                    --  
(State or other jurisdiction   (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization)Classification Code Number) Identification No.)

    8315 Century Park Court, Suite 200, San Diego, California 92123, (619)
874-7692 (Address, including zip code, and telephone number, including area     
code, of registrant's principal executive offices)                              

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

 Steven M. Caira
President, Chief Executive Officer and Chairman of the Board
 8315 Century Park Court, Suite 200, San Diego, California 92123, (619) 874-7692
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

COPIES TO:
John J. Hentrich, Esq.
Baker & McKenzie
101 West Broadway, 12th Floor, San Diego, California 92101, (619) 236-1441

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

Approximate date of commencement of proposed sale to the public: As soon as     
practicable after this Registration Statement becomes effective.                

If the securities being registered on this Form are being offered in connection 
with the formation of a holding company and there is compliance with General    
Instruction G, check the following box: / /                                     

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the   
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. / /                               

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. / /                                                      

                                                        [Enlarge/Download Table]

                                                  CALCULATION OF REGISTRATION FEE                                              
-------------------------------------------------------------------------------------------------------------------------------
                                                  Amount         Proposed Maximum      Proposed Maximum                        
  Title of Each Class of Securities to be          To Be          Offering Price      Aggregate Offering        Amount of      
                 Registered                    Registered (1)        Per Share              Price (2)        Registration Fee  
--------------------------------------------- ---------------- --------------------- ---------------------- -------------------
                                                                                                                               
Common Stock, $0.001 par value.............      5,650,300       $ 1.65                $ 9,322,995            $ 2,595          
-------------------------------------------------------------------------------------------------------------------------------

(1)  Amount of shares of common stock to be registered based on the estimated   
number of outstanding common shares after the completion of the       
one-for-fifteen consolidation of Registrant's common shares.          
(2)  Estimated solely for the purpose of calculating the registration fee       
pursuant to Rule 457(f)(1) of the Securities Act of 1933, as amended. 
    Pursuant to Rule 457(f)(1), the maximum offering price per share is $1.65,
   the U.S. dollar equivalent (based on the closing exchange rate on July 6,
     1999, of the average of the bid and asked prices of the Registrant's common
shares as reported by The Alberta Stock Exchange on July 6, 1999,     
multiplied by fifteen to account for the one-for-fifteen common share 
  consolidation. The maximum aggregate offering price of $9,322,995 is the
    product of $1.65 and the number of shares of the Registrant's Common Stock
being registered hereby.                                              

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

The Registrant hereby amends this Registration Statement on such date or dates  
as may be necessary to delay its effective date until the Registrant shall file 
a further amendment which specifically states that this Registration Statement  
shall thereafter become effective in accordance with the provisions of Section  
8(a) of the Securities Act of 1933, as amended, or until the Registration       
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.                                            
--------------------------------------------------------------------------------
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    TOMAHAWK CORPORATION

    5,650,300 SHARES OF COMMON STOCK

    NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

    PROPOSED DELAWARE DOMESTICATION--YOUR VOTE IS VERY IMPORTANT

   We are calling an annual and special meeting for our shareholders to:

  -    Receive and consider the financial statements of TomaHawk
      Corporation for the year ended December 31, 1998 and the
auditors' report thereon;                         

    -    Fix the number of directors to be elected at the annual and
special meeting;                                  

-    Elect four directors;                                  

-    Appoint the auditors of TomaHawk Corporation; and      

      -    Authorize TomaHawk Corporation to issue shares through one or
more private placements.                          

In addition, you will be asked to vote on the following proposal: 

    -    To approve TomaHawk Corporation's change in jurisdiction of
             incorporation from the Province of Alberta, Canada to the State
             of Delaware, U.S.A. and to make certain other amendments to our
              articles of incorporation and bylaws regarding the domestication
into Delaware.                                    

   If this domestication into Delaware is approved, then we will adjourn
the annual and special meeting, effect a one-for-fifteen consolidation of the   
common shares, and complete the Delaware domestication.  After we have completed
the Delaware domestication, we will reconvene the annual and special meeting,   
and request that you vote on five proposed amendments to the new Delaware       
corporation's certificate of incorporation and bylaws.  You should review the   
accompanying Proxy Statement and Information Circular for more information on   
the specific proposals to be voted on at the annual and special meeting.        

     Under Alberta corporate law, the proposed domestication from Alberta to
Delaware requires shareholder approval.  (See "Summary--The Annual and Special  
Meeting; Voting; Proxies--Voting.")  Our board of directors believes that it is 
in our best interests and in the best interests of our shareholders to          
domesticate into Delaware.  The new Delaware corporation will be called TomaHawk
Engineering, Inc., and will continue to operate as the parent holding company of
TomaHawk II, Inc., our operating subsidiary.                                    

If TomaHawk Corporation domesticates into Delaware, then you      
automatically will own shares of common stock of the new Delaware corporation   
unless you exercise your right of dissent.  The shares of common stock of the   
new Delaware corporation will continue to trade on The Alberta Stock Exchange,  
but will trade under the symbol "THK" instead of our current trading symbol     
"TKC."                                                                          

 If you properly dissent to the Delaware domestication, then you may
obtain payment of the fair value of your common shares of the existing Alberta  
corporation instead of receiving shares of common stock of the new Delaware     
corporation.                                                                    

Our board of directors recommends that you vote "FOR" the Delaware
domestication and each of the other proposals.  See "Summary--The Annual and    
Special Meeting; Voting; Proxies."  The annual and special meeting will be held 
at 10:00 a.m., San Diego time, on ______________, 1999 at 8315 Century Park     
Court, Suite 200, San Diego, California.                                        

YOU SHOULD REVIEW THE RISK FACTORS BEGINNING ON PAGE 10 OF THE    
ACCOMPANYING PROXY STATEMENT AND INFORMATION CIRCULAR FOR A DISCUSSION OF       
VARIOUS RISKS RELATING TO THE PROPOSED DELAWARE DOMESTICATION AND TO OUR        
CONTINUING OPERATIONS.  PLEASE NOTE THAT NEITHER THE U.S. SECURITIES AND        
EXCHANGE COMMISSION NOR ANY STATE OR PROVINCIAL SECURITIES COMMISSION HAS       
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROXY STATEMENT
AND INFORMATION CIRCULAR IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE    
CONTRARY IS A CRIMINAL OFFENSE.                                                 

The accompanying Proxy Statement and Information Circular provides
additional information relating to the proposals to be voted on at the annual   
and special meeting.  You should read the entire Proxy Statement and Information
Circular carefully.  We first mailed the accompanying Proxy Statement and       
Information Circular to our shareholders on or about ______________, 1999.      

Sincerely,        

Steven M. Caira   
                              President, Chief Executive Officer, Acting Chief
                         Financial Officer and Chairman of the Board

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PROXY STATEMENT AND INFORMATION CIRCULAR

 TABLE OF CONTENTS

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                                                                                                               PAGE
                                                                                                               ----
                                                                                                                   
PROXY STATEMENT AND INFORMATION CIRCULAR.........................................................................1 

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS.......................................................................1 

TRADEMARKS.......................................................................................................1 

SUMMARY..........................................................................................................2 
         Risk Factors............................................................................................2 
         General Information about the Delaware Domestication....................................................2 
         The Annual and Special Meeting; Voting; Proxies.........................................................3 
                  Proposals to be Voted on at the Annual and Special Meeting.....................................3 
                  Voting.........................................................................................3 
                  Proxies........................................................................................4 
         The Existing Alberta corporation........................................................................5 
         More Details about the Delaware Domestication...........................................................5 
                  Board of Directors Recommendation..............................................................5 
                  Reasons for the Delaware Domestication.........................................................5 
                  Conditions to Consummation of the Delaware Domestication.......................................6 
                  One-for-Fifteen Common Share Consolidation.....................................................6 
                  Effective Time of the Delaware Domestication...................................................6 
                  Exchange of Share Certificates.................................................................6 
         Comparison of Rights of Shareholders....................................................................6 
         Tax Considerations......................................................................................7 
                  Canadian Federal Income Tax Considerations.....................................................7 
                  U.S. Federal Income Tax Considerations.........................................................7 
         Dissenter's Rights......................................................................................8 
         Regulatory Approval.....................................................................................8 
         Security Ownership of Company Management................................................................8 
         Market Information......................................................................................8 

RISK FACTORS....................................................................................................10 
         Risk Factors Relating to the Delaware Domestication....................................................10 
                  We may be subject to Canadian federal income tax liability as a result of                        
                    the Delaware domestication..................................................................10 
                  Holders of common shares in Canadian registered retirement savings plans may be                  
                    subject to Canadian federal income tax liability............................................10 
                  The Delaware domestication will affect your rights as a shareholder...........................10 
                  Certain proposed provisions of the new Delaware corporation's certificate of incorporation and   
                    bylaws may deter takeover attempts..........................................................11 
         Risk Factors Relating to our Continuing Operations.....................................................12 
                  Our limited working capital may prevent us from continuing as a going concern.................12 
                  We will require additional financing to continue operating our business.......................12 
                  We depend on contracts funded by the U.S. government to provide the majority                     
                    of our revenues.............................................................................12 
                  Our revenues fluctuate based on the U.S. government's spending cycle..........................13 
                  We have experienced significant fluctuations in our operating results.........................13 
                  The U.S. government can generally terminate, without penalty, the contracts that provide the     
                    majority of our revenues....................................................................13 
                  We cannot guarantee that we will continue to successfully obtain contracts through the U.S.      
                    government's bidding process................................................................14 
                  We may not attract, motivate and retain key executives and employees .........................14 
                  We may not retain the consultant that coordinates our marketing efforts directed at the U.S.     
                    government..................................................................................14 
                  Our private sector revenues are highly vulnerable to changes in spending priorities in the       
                    defense and aerospace industries............................................................15 
                  We derive a substantial portion of our revenues from short-term contracts.....................15 
                  Fixed price contracts may adversely affect our profitability..................................15 
                  We may not manage effectively the challenges presented by our rapid growth....................15 
                  We face potential competition from the in-house capabilities of certain customers.............15 
                  We face potential competition from new document conversion outsourcing businesses because of     
                    the relatively low costs of entry...........................................................16 

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                  Our engineering and precision machining services may expose us to product liability...........16 
                  Certain of our services utilize processes and software that may not be protected by trade        
                    secret laws.................................................................................16 
                  Certain of our services depend on technology licensed from third parties......................16 
                  New technologies could render certain of our services obsolete or unmarketable................17 
                  Our officers, directors and significant shareholders have the power to influence the election    
                    of directors and the passage of shareholder proposals because they collectively hold a         
                    substantial number of common shares.........................................................17 
                  We may be subject to liability for unauthorized disclosures of confidential information.......17 
                  Our common shares may be subject to wide fluctations in value and limited trading volume......17 
                  Our shares of common stock will be considered "penny stock" and therefore subject to             
                   additional SEC regulations, which may make it more difficult to sell these shares............17 
                  Future sales of our common stock in the public market may affect adversely the price of our      
                    common stock and our ability to raise additional funds through equity issuances.............18 
                  We do not pay dividends on our common shares..................................................18 
                  Your investment in our common stock is subject to currency exchange rate risk.................19 
                  We may be exposed to unanticipated year 2000 problems.........................................19 
                  We may be exposed to our customers' year 2000 problems........................................19 
                  We may be exposed to our suppliers' year 2000 problems........................................19 

THE ANNUAL AND SPECIAL MEETING..................................................................................20 
         Proposals to be Voted on at the Annual and Special Meeting.............................................20 
         Record Date; Voting Rights.............................................................................21 
         Quorum; Vote Required for Adoption.....................................................................21 
         Proxies  ..............................................................................................22 
                  General.......................................................................................22 
                  Revocation....................................................................................23 
                  Validity......................................................................................23 
                  Solicitation of Proxies.......................................................................23 

PARTICULARS OF MATTERS TO BE ACTED UPON.........................................................................24 

PROPOSAL ONE--FIXING THE NUMBER OF DIRECTORS....................................................................24 
         Fixing Number of Directors.............................................................................24 
         Vote Required..........................................................................................24 

PROPOSAL TWO--ELECTION OF DIRECTORS.............................................................................25 
         Information Regarding Director Nominees................................................................25 
         Board of Directors.....................................................................................27 
         Board Meetings and Committees..........................................................................27 
         Compensation of the Existing Alberta Corporation's Directors...........................................27 
         Board of Directors Interlocks and Insider Participation................................................27 
         Compiance with Section 16(a) of the Securities Exchange Act of 1934....................................27 
         Vote Required..........................................................................................27 

PROPOSAL THREE--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.............................................29 
         General  ..............................................................................................29 
         Vote Required..........................................................................................29 

PROPOSAL FOUR--AUTHORIZATION TO CONDUCT PRIVATE PLACEMENTS......................................................30 
         General  ..............................................................................................30 
         The Proposed Resolution................................................................................30 
         Vote Required..........................................................................................31 

PROPOSAL FIVE--DOMESTICATION INTO THE STATE OF DELAWARE.........................................................32 
         General  ..............................................................................................32 
         Principal Reasons for the Delaware Domestication.......................................................33 
                  Simplification of Corporate Structure.........................................................33 
                  Commercial Advantage..........................................................................33 
                  No Business Reason to Remain Domiciled in Canada..............................................33 
                  Reduction of Canadian Tax and Regulatory Obligations..........................................33 
                  Advantages of Delaware Law....................................................................33 
         Change in Par Value of Equity Securities...............................................................34 
         Board of Directors has Discretion to Effect Delaware Domestication.....................................34 
         Corporate Governance Differences; Delaware and Alberta Law Comparisons.................................34 
                           Shareholder Quorum...................................................................34 
                           Supermajority........................................................................34 

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                           Required Approvals of Shareholders...................................................35 
                           Examination of Corporate Records.....................................................35 
                           Minority (Dissenter's) Rights........................................................35 
                           Disqualification of Directors........................................................36 
                           Personal Liability of Directors......................................................36 
                           Indemnification......................................................................37 
                           Cumulative Voting for the Election of Directors......................................37 
                           Loans to Officers and Employees......................................................38 
                           Dividends and Repurchases of Shares..................................................38 
                           Interested Director Transactions.....................................................38 
                           Anti-Takeover Effects................................................................38 
         Regulatory Approval....................................................................................41 
         Tax Considerations.....................................................................................41 
                  Canadian Federal Income Tax Considerations....................................................41 
                  United States Federal Income Tax Considerations...............................................44 
         Right Of Dissent.......................................................................................47 
                  General.......................................................................................47 
                  Fair Market Valuation.........................................................................47 
                  Valuation by Application to Court.............................................................47 
                  Restrictions on Right of Dissent..............................................................47 
                  Action Required to Exercise Right of Dissent..................................................48 
                  Rights of Dissenting Shareholders.............................................................48 
         Securities Law Consequences............................................................................49 
                  United States Securities Law Consequences.....................................................49 
                  Canadian Securities Law Consequences..........................................................49 
         Exchange of Share Certificates.........................................................................49 
         The Delaware Domestication Resolution..................................................................49 
         Vote Required..........................................................................................51 

PROPOSAL SIX--AMENDMENT TO THE NEW DELAWARE CORPORATION'S CERTIFICATE OF INCORPORATION  AND BYLAWS                 
         TO REQUIRE ADVANCE NOTICE OF  STOCKHOLDER NOMINATIONS AND PROPOSALS....................................52 
         General  ..............................................................................................52 
         Reasons for Stockholder Approval.......................................................................53 
         Potential Anti-Takeover Effects........................................................................53 
         The Proposed Amendments................................................................................53 
         Vote Required..........................................................................................55 

PROPOSAL SEVEN--AMENDMENT TO THE NEW DELAWARE CORPORATION'S CERTIFICATE OF INCORPORATION AND BYLAWS TO PROHIBIT    
         STOCKHOLDERS FROM CALLING SPECIAL MEETINGS OF THE STOCKHOLDERS.........................................56 
         General  ..............................................................................................56 
         Reasons for Stockholder Approval.......................................................................56 
         Potential Anti-Takeover Effects........................................................................56 
         The Proposed Amendments................................................................................57 
         Vote Required..........................................................................................57 

PROPOSAL EIGHT--AMENDMENT TO THE NEW DELAWARE CORPORATION'S CERTIFICATE OF INCORPORATION TO ELIMINATE              
         ACTIONS OF THE STOCKHOLDERS BY WRITTEN CONSENT WITHOUT A MEETING.......................................58 
         General  ..............................................................................................58 
         Reasons for Stockholder Approval.......................................................................58 
         Potential Anti-Takeover Effects........................................................................58 
         The Proposed Amendment.................................................................................59 
         Vote Required..........................................................................................59 

PROPOSAL NINE--AMENDMENT TO THE NEW DELAWARE CORPORATION'S CERTIFICATE OF INCORPORATION AND BYLAWS TO              
         REQUIRE A SUPERMAJORITY VOTE TO AMEND CERTAIN PROVISIONS OF THE NEW DELAWARE CORPORATION'S CERTIFICATE    
         OF INCORPORATION AND BYLAWS............................................................................60 
         General  ..............................................................................................60 
         Reasons for Stockholder Approval.......................................................................60 
         Potential Anti-Takeover Effects........................................................................60 
         The Proposed Amendments................................................................................61 
         Vote Required..........................................................................................61 

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PROPOSAL TEN--APPROVAL OF FORM INDEMNIFICATION AGREEMENT........................................................62 
         General  ..............................................................................................62 
         Terms of the Indemnification Agreements................................................................63 
         Reasons For Shareholder Approval.......................................................................63 
         Vote Required..........................................................................................63 

ANTI-TAKEOVER MEASURES CURRENTLY INCLUDED IN THE NEW DELAWARE CORPORATION'S CERTIFICATE OF INCORPORATION           
         AND BYLAWS.............................................................................................64 
         Blank Check Preferred Stock............................................................................64 
         Section 203 of the General Corporation Law of the State of Delaware....................................64 
         No Cumulative Voting...................................................................................65 

DESCRIPTION OF CAPITAL STOCK....................................................................................66 
         Common Stock...........................................................................................66 
         Preferred Stock........................................................................................66 
                  Dividends and Liquidation Preference..........................................................66 
                  Conversion Right..............................................................................67 
                  Cancellation of Preferred Stock...............................................................67 
         Change of Control Provisions...........................................................................67 
                  Blank Check Preferred Stock...................................................................67 
                  Increased Stockholder Vote for Amendment of Certificate of Incorporation or Bylaws............67 
                  Proposal Six -- Advance Notice of Stockholder Nominations and Proposals.......................68 
                  Proposal Seven --  Elimination of the Ability of Stockholders to Call a Special Meeting.......68 
                  Proposal Eight -- Stockholders Cannot Take Action by Written Consent..........................68 
                  Proposal Nine -- Increased Stockholder Vote for Amendment of the Certain Provisions of the       
                    Certificate of Incorporation and Bylaws.....................................................68 
                  Section 203 of General Corporation Law of the State of Delaware...............................68 
         Transfer Agent and Registrar...........................................................................69 
         Disclosure of SEC Position on Indemnification for Securities Act Liabilities...........................69 

BUSINESS .......................................................................................................70 
         Overview ..............................................................................................70 
         Corporate History......................................................................................70 
         Services ..............................................................................................71 
                  Document Imaging and Conversion Services......................................................71 
                  Engineering and Manufacturing Services........................................................72 
         Sales and Marketing....................................................................................73 
         ADCS Program and Government Contracts..................................................................74 
                  ADCS Program..................................................................................74 
                  Intergraph Contracts..........................................................................74 
                  General Services Administration Contract......................................................74 
         Competition............................................................................................75 
         Customers..............................................................................................75 
         Proprietary Rights.....................................................................................75 
         Employees..............................................................................................75 
         Acquisition............................................................................................76 
         Facilities............................................................................................ 76 
         Legal Proceedings......................................................................................76 

MARKET FOR THE EXISTING ALBERTA CORPORATION'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.....................78 
         Market Price Information...............................................................................78 
         Holders  ..............................................................................................78 
         Dividend Policy........................................................................................78 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...........................79 
         Overview ..............................................................................................79 
         Results of Operations..................................................................................80 
                  Three Months Ended March 31, 1999 Compared with Three Months Ended                               
                    March 31, 1998..............................................................................80 
         Year Ended December 31, 1998 Compared with Year Ended December 31, 1997................................81 
         Liquidity and Capital Resources........................................................................83 
         Year 2000 Compliance...................................................................................83 
                  Internal Year 2000 Readiness..................................................................84 
                  Year 2000 Readiness of our Suppliers and Customers............................................84 
         Change In Accountants..................................................................................84 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..................................................85 

MANAGEMENT......................................................................................................88 

EXECUTIVE COMPENSATION..........................................................................................90 
         Summary Compensation...................................................................................90 
         Stock Option Plan......................................................................................91 
         Stock Options Granted In The Year Ended December 31, 1998..............................................92 
         Common Shares Underlying Unexercised Options and Option Values.........................................93 
         Employment Agreements..................................................................................93 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................................................................94 

         Consulting Arrangement with Capstone National Partners, LLC............................................94 
         Indebtedness of Directors, Executive Officers, Senior Management and Significant Shareholders..........94 
                  Restructuring of Notes........................................................................94 
                  Variable Accounting Treatment.................................................................95 
         Indebtedness of the Existing Alberta Corporation to its Directors, Officers, and Significant              
                  Shareholders..................................................................................95 
                  Indebtedness to Directors and Officers........................................................95 
                  Indebtedness to Significant Shareholder.......................................................96 

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON........................................................96 
         Indemnification........................................................................................96 

INTEREST OF NAMED EXPERTS AND COUNSEL...........................................................................96 

LEGAL MATTERS...................................................................................................96 

TAX MATTERS.....................................................................................................97 

EXPERTS.........................................................................................................97 

AVAILABLE INFORMATION...........................................................................................97 

OTHER MATTERS...................................................................................................97 

SHAREHOLDER PROPOSALS...........................................................................................97 

APPROVAL OF DIRECTORS...........................................................................................97 

CERTIFICATE OF TOMAHAWK CORPORATION.............................................................................98 

TOMAHAWK CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ...............................................F-1 

APPENDIX I.....................................................................................................A-1 

APPENDIX II....................................................................................................B-1 

APPENDIX III...................................................................................................C-1 

APPENDIX IV....................................................................................................D-1 


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      PROXY STATEMENT AND INFORMATION CIRCULAR

      SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

The information presented in this Proxy Statement and Information 
Circular includes certain "forward-looking statements." You should not rely     
excessively on these forward-looking statements, because they are only          
predictions based on our current expectations and assumptions.  Forward-looking 
statements often contain words like "estimate," "anticipate," "believe" or      
"expect."  Many known and unknown risks and uncertainties, including those      
described under the headings "Risk Factors" and "Management's Discussion and    
Analysis of Financial Condition and Results of Operations" (and elsewhere in    
this Proxy Statement and Information Circular) could cause our actual results to
differ materially from those indicated in these forward-looking statements.  For
example, the U.S. Internal Revenue Service or the Canadian Department of        
National Revenue, Customs, Excise and Taxation may not agree with the           
conclusions reached by our tax advisors regarding the tax consequences of the   
Delaware domestication for our shareholders, resulting in different tax         
consequences than are discussed in this Proxy Statement and Information         
Circular.                                                                       

   You should review carefully the risks and uncertainties identified in
this Proxy Statement and Information Circular, including the risk factors       
beginning on page 10.  We have no obligation to update or announce revisions to 
any forward-looking statements to reflect actual events or developments.  All   
future written and oral forward-looking statements made by us or by persons     
acting on our behalf are expressly qualified in their entirety by this notice.  

WHILE WE INCLUDE FORWARD-LOOKING STATEMENTS FOR THE NEW DELAWARE  
CORPORATION OF WHICH YOU SHOULD BE AWARE, PLEASE NOTE THAT THE SAFE HARBOR      
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT PROVIDED IN SECTION  
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934 ARE NOT AVAILABLE TO THE NEW DELAWARE CORPORATION AS A NEW ISSUER.      

      TRADEMARKS

     TomaHawk-TM- and TomaHawk II-TM- are trademarks of the existing Alberta
corporation.  All other trademarks and registered trademarks used in this       
Prospectus and Information Circular are the property of their respective owners.

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     SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROXY STATEMENT
AND INFORMATION CIRCULAR.  IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT IS   
IMPORTANT TO YOU.  YOU SHOULD READ CAREFULLY THIS ENTIRE PROXY STATEMENT AND    
INFORMATION CIRCULAR, INCLUDING ITS APPENDICES, TO UNDERSTAND THE DELAWARE      
DOMESTICATION MORE FULLY, AND FOR A MORE COMPLETE DESCRIPTION OF THE LEGAL TERMS
OF THE DELAWARE DOMESTICATION.                                                  

RISK FACTORS                                                                    

YOU SHOULD REVIEW AND CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON
PAGE 10, ESPECIALLY THOSE RISKS RELATING TO THE DELAWARE DOMESTICATION AND      
RELATED TAX CONSEQUENCES.                                                       

GENERAL INFORMATION ABOUT THE DELAWARE DOMESTICATION                            

  We propose to change our jurisdiction of incorporation from the Province
of Alberta, Canada to the State of Delaware, U.S.A.  This change is referred to 
as a "domestication."  After the Delaware domestication, we will become a new   
Delaware corporation called TomaHawk Engineering, Inc.  Our board of directors  
recommends that you vote "FOR" the domestication.  Please note the following    
issues concerning the Delaware domestication:                                   

      -    If the shareholders approve the Delaware domestication, then,
              prior to effecting the Delaware domestication, we will conduct a
 one-for-fifteen consolidation of our common shares;

     -    As a result of the Delaware domestication, you will become a
stockholder of the new Delaware corporation;      

         -    Until the anticipated merger of the new Delaware corporation and
              its wholly-owned operating subsidiary TomaHawk II, Inc., the new
             Delaware corporation will continue to act as the parent holding
             company for TomaHawk II, Inc., which will continue to engage in
the same business in which it currently engages;  

        -    As a stockholder of the new Delaware corporation, your relative
        voting rights and ownership interest will be substantially
              similar to the rights and interests that you currently have as a
  shareholder of the existing Alberta corporation; and

         -    As a stockholder of the new Delaware corporation, your shares of
          common stock will continue to be listed on The Alberta Stock
Exchange.                                         

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THE ANNUAL AND SPECIAL MEETING; VOTING; PROXIES                                 

  PROPOSALS TO BE VOTED ON AT THE ANNUAL AND SPECIAL MEETING.  We will
hold the annual and special meeting of our shareholders at 10:00 a.m., San Diego
time, on ______________, 1999 at 8315 Century Park Court, Suite 200, San        
Diego, California.  At the annual and special meeting, we will ask that you:    

       -    receive and consider our consolidated financial statements for
       the year ended December 31, 1998 and the auditors' report
thereon; and                                      

-    consider and vote on the following proposals:          

             1.   To fix the number of directors to be elected at the annual
and special meeting at four;                      

2.   To elect four directors;           

            3.   To appoint the independent auditors of TomaHawk
                         Corporation and to authorize our directors to fix their
           remuneration as our independent auditors;

         4.   To consider, and, if deemed advisable by our
              shareholders, to pass an ordinary resolution
                  authorizing the issuance, in one or more private
                         placements, of a number of securities that could result
                     in TomaHawk Corporation issuing, during the next 12
                        months, a number of securities that exceeds 25% but is
                     not greater than 100% of the issued and outstanding
                      securities, subject to the restrictions described in
                this Proxy Statement and Information Circular;

        5.   To approve TomaHawk Corporation's change in
                    jurisdiction of incorporation from the Province of
                         Alberta, Canada to the State of Delaware, U.S.A. and to
                  make certain other amendments to our articles of
                      incorporation and bylaws regarding the domestication
                        into Delaware.  See "Proposal Five--Domestication into
the State of Delaware."       

      If the domestication into Delaware is approved, then we will adjourn the
annual and special meeting, effect a one-for-fifteen consolidation of the common
shares, and complete the Delaware domestication.  After we have completed the   
Delaware domestication, we will reconvene the annual and special meeting, and   
request that you vote on the following five proposals relating to the new       
Delaware corporation:                                                           

                 6.   To require advance notice of stockholder nominations
and proposals;                

             7.   To prevent the stockholders from calling special
meetings of the stockholders; 

               8.   To prohibit stockholder action by written consent;

             9.   To require a supermajority vote to amend certain
              provisions of the new Delaware corporation's
              certificate of incorporation and bylaws; and

              10.  To approve the adoption of a form indemnification
                        agreement for the new Delaware corporation's directors
and executive officers.       

    VOTING.  You can vote at the annual and special meeting if you own any
common shares or Class A Series III Preferred Shares of TomaHawk Corporation at 
the close of business on ____________, 1999, also known as the record date.     
For Proposal Five, you are entitled to one vote for each common                 

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share and one vote for each Class A Series III Preferred Share that you hold on 
the record date.  The holders of common shares and Class A Series III Preferred 
Shares will vote as a single class on Proposal Five.  THE HOLDERS OF CLASS A    
SERIES III PREFERRED SHARES WILL NOT VOTE ON PROPOSALS ONE THROUGH FOUR AND SIX 
THROUGH NINE.  You may vote your shares in person by attending the annual and   
special meeting or by mailing, faxing or delivering your proxy to our president,
Steven M. Caira, c/o CIBC Mellon Trust Company, 600 Dome Tower, 333 - 7th Avenue
S.W., Calgary, Alberta T2P 2Z1, not later than 10:00 a.m.  (San Diego time) on  
______________, 1999, or by the close of business on the last business day      
before any adjournment of the annual and special meeting.                       

      At the annual and special meeting, with respect to Proposals One through
Five, we will not consider abstentions and broker "non-votes" for purposes of   
obtaining a quorum or in determining whether Proposal Five passes.  Approval of 
Proposals One through Four requires the affirmative vote of the holders of a    
majority of the common shares represented and voting at the annual and special  
meeting. Approval of Proposal Five requires the affirmative vote of the holders 
of 66 2/3% of the common shares and Class A Series III Preferred Shares, voting 
as one class, represented and voting at the annual and special meeting.         

      With respect to Proposals Six through Nine, we will consider abstentions
and broker "non-votes" as "present" for purposes of obtaining a quorum but will 
not count them as votes cast in determining whether Proposals Six through Nine  
pass.  Approval of Proposals Six through Nine requires the affirmative vote of a
majority of the holders of shares of common stock represented and voting at the 
annual and special meeting.  Therefore, abstentions and broker "non-votes" will 
have the same effect as votes cast against each of Proposals Six through Nine.  

   We will consider abstentions as "present" for purposes of obtaining a
quorum but will not count them as votes cast in determining whether Proposal Ten
passes.  Approval of Proposal Ten requires the affirmative vote of a majority of
the votes present or represented by proxy and entitled to vote on this subject  
matter at the meeting and held by disinterested stockholders.  Since each       
director and each executive officer is an interested party with respect to this 
matter, shares owned directly or indirectly by any director or executive officer
may not be voted on this proposal although they will be counted for purposes of 
determining whether a quorum is present.  Broker non-votes will not be treated  
as entitled to vote on this subject matter at the meeting.  See "The Annual and 
Special Meeting--Record Date; Voting Rights" and "--Quorum; Vote Required for   
Adoption."                                                                      

      PROXIES.  Our board of directors is soliciting from you the accompanying
proxy.  You may grant a proxy to vote for or against the proposal to approve the
Delaware domestication and each of the proposals related to the new Delaware    
corporation.  For a proxy to be effective, our president must receive the proxy 
not later than 10:00 a.m.  (San Diego time) on ______________, 1999, or by      
the close of business on the last business day before any adjournment of the    
annual and special meeting.  Your properly executed proxy will determine how    
your common shares or Class A Series III Preferred Shares will be voted.  You   
should be aware that, if you properly execute your proxy card without indicating
how you want to vote, then your shares will be voted "FOR" the proposal to      
approve the Delaware domestication and each of the proposals related to the new 
Delaware corporation.                                                           

     You may revoke a proxy at any time before its exercise by following the
proxy revocation instructions described under the section entitled "The Annual  
and Special Meeting--Proxies--Revocation."  If your shares are held in the name 
of a bank, broker or other nominee, then you should follow the instructions     
provided by the bank, broker or other nominee on voting your shares and in      
revoking your previously voted shares.  See "The Annual and Special             
Meeting--Proxies."                                                              

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THE EXISTING ALBERTA CORPORATION                                                

  TomaHawk Corporation currently is incorporated under the laws of the
Province of Alberta, Canada.  The existing Alberta corporation is the parent    
holding company of TomaHawk II, Inc., an Illinois corporation.  TomaHawk II,    
Inc. provides document imaging and conversion services, engineering design and  
manufacturing services to both the U.S. federal government and commercial       
customers.                                                                      

     The existing Alberta corporation manages its day-to-day activities from
the principal executive offices of TomaHawk II, Inc., located at 8315 Century   
Park Court, Suite 200, San Diego, California 92123.  Our telephone number is    
(619) 874-7692, and our Internet address is http://www.tomahawk.com.            

TomaHawk Corporation is a small business issuer as defined by     
Regulation S-B under the Securities Act.                                        

MORE DETAILS ABOUT THE DELAWARE DOMESTICATION                                   

     BOARD OF DIRECTORS RECOMMENDATION.  Our board of directors has approved
unanimously the Delaware domestication and the proposals related to the new     
Delaware corporation, and recommends that you vote "FOR" the approval of the    
Delaware domestication and these other proposals.                               

  In determining to recommend the Delaware domestication, our board of
directors consulted with the existing Alberta corporation's management, who     
reported to the directors on their consultation with our financial advisors and 
tax advisors, and considered various factors, including those described below   
under the sections entitled "--Reasons for the Delaware Domestication,"         
"Proposal Five--Domestication into the State of Delaware--Certain United States 
Federal Income Tax Considerations" and "--Certain Canadian Federal Income Tax   
Considerations."                                                                

REASONS FOR THE DELAWARE DOMESTICATION.  Because the focus of our 
operations and business is in the United States, our board of directors believes
that it is preferable to be governed by the laws of a state of the United       
States.  In addition, our board of directors recommends the Delaware            
domestication for the following reasons:                                        

   -    Our board of directors believes that our current corporate
           structure is unnecessarily complicated, and that it is in our
            best interests to consolidate our corporate structure into one
             Delaware corporation.  Alberta corporate law does not permit an
         Alberta corporation to merge with corporations incorporated
              outside of Alberta.  The Delaware domestication will allow us to
merge with TomaHawk II, Inc. in the future;       

       -    Our board of directors believes that we will gain a commercial
      advantage by domesticating into Delaware because certain
          potential customers may desire to work exclusively with U.S.
companies;                                        

         -    Our board of directors believes that there is no business reason
              for our continued incorporation in Canada, given that we have no
            facilities, employees or operations in Canada, and most of our
  shareholders and customers are in the United States;

   -    Our board of directors believes that by domesticating into
               Delaware, we will reduce our Canadian corporate tax and reporting
obligations; and                                  

    -    The State of Delaware has adopted comprehensive, modern and
    flexible corporate laws, and its courts have developed
      considerable expertise in dealing with corporate issues,
               developing a substantial body of case law and establishing public
           policies with respect to Delaware corporations.  Our board of
              directors therefore believes that domesticating into Delaware is
               in our best interests and the best interests of our shareholders.

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See "Proposal Five--Domestication into the State of Delaware--Principal Reasons 
for the Delaware Domestication."                                                

      CONDITIONS TO CONSUMMATION OF THE DELAWARE DOMESTICATION.  Holders of 66
2/3% of the common shares and Class A Series III Preferred Shares, voting       
together as a single class, present or represented by proxy and voting at the   
annual and special meeting must approve the Delaware domestication.  Our board  
of directors may choose, however, not to complete the Delaware domestication for
any reason, including the following:                                            

          -    If the Delaware domestication results in an unreasonably high tax
           liability for the existing Alberta corporation (see "Proposal
 Five--Domestication into the State of Delaware--Tax
Considerations--Canadian Federal Income Tax       
             Considerations--Canadian Federal Income Tax Consequences to the
Existing Alberta Corporation");                   

         -    If a significant number of the shareholders exercise their right
of dissent; or                                    

     -    If any other circumstance arises that convinces our board of
           directors that the Delaware domestication would not be in the
 best interests of our company and our shareholders.

      ONE-FOR-FIFTEEN COMMON SHARE CONSOLIDATION.  If the shareholders approve
the Delaware domestication, then, before completing the Delaware domestication, 
subject to approval by The Alberta Stock Exchange, we will effect a             
one-for-fifteen consolidation of the common shares and corresponding name change
of the existing Alberta corporation whereby TomaHawk Corporation will be renamed
TomaHawk Engineering, Inc.  Our shareholders authorized this common share       
consolidation and name change on September 22, 1998.                            

EFFECTIVE TIME OF THE DELAWARE DOMESTICATION.  The Delaware       
domestication will become effective as soon as the appropriate Certificate of   
Domestication is filed with the Secretary of State of the State of Delaware.  If
the shareholders approve the Delaware domestication, then we intend to adjourn  
the annual and special meeting for a short period to enable us to file the      
necessary documents with the Secretary of State of the State of Delaware to     
effect the Delaware domestication.                                              

EXCHANGE OF SHARE CERTIFICATES.  If the Delaware domestication is 
completed and you have not exercised your right of dissent, then your common    
shares automatically will convert into shares of common stock and your Class A  
Series III Preferred Shares automatically will convert into shares of Class A   
Preferred Stock of the new Delaware corporation at the effective time of the    
Delaware domestication.  Following the Delaware domestication, we will issue to 
you certificates bearing the name of the new Delaware corporation upon your     
surrender to us of certificates representing the existing common shares and     
Class A Series III Preferred Shares for transfer or exchange.  See "Proposal    
Five--Domestication into the State of Delaware--Exchange of Share Certificates."

COMPARISON OF RIGHTS OF SHAREHOLDERS                                            

   The principal attributes of the common shares of the existing Alberta
corporation and the common stock of the new Delaware corporation will be        
similar.  However, certain differences exist concerning the rights of           
shareholders under Alberta corporate law and Delaware corporate law.  In        
addition, certain differences exist among the existing Alberta corporation's    
articles of incorporation and bylaws and the new Delaware corporation's         
certificate of incorporation and bylaws.  See "Proposal Five--Domestication into
the State of Delaware--Corporate Governance Differences; Delaware and Alberta   
Law Comparisons."                                                               

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TAX CONSIDERATIONS                                                              

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS.  This section briefly 
summarizes the opinion of our Canadian tax advisors, the Ernst & Young LLP      
International member firm in Canada, regarding the Canadian federal income tax  
consequences of the Delaware domestication.  YOU SHOULD CONSULT YOUR OWN TAX    
ADVISORS WITH RESPECT TO YOUR PARTICULAR CIRCUMSTANCES.  See "Proposal          
Five--Domestication into the State of Delaware--Tax Considerations--Canadian    
Federal Income Tax Considerations."                                             

For Canadian federal income tax purposes, the existing Alberta    
corporation will be deemed to have disposed of all of its assets on the         
effective date of the Delaware domestication for an amount equal to the fair    
market value of these assets.  If these deemed proceeds exceed the cost or      
adjusted cost base of the existing Alberta corporation's assets, then the       
excess, or three-fourths of the excess in the case of a capital property, will  
be included in income on that date.  To the extent these amounts exceed any     
deductions otherwise available, then the existing Alberta corporation will incur
a tax liability in Canada.  In addition, the Delaware domestication will subject
the existing Alberta corporation to a special exit tax on the difference between
the aggregate fair market value of the assets and the aggregate of the          
liabilities and paid-up capital of the shares of the existing Alberta           
corporation immediately before the Delaware domestication is completed.  See    
"Proposal Five--Domestication into the State of Delaware--Tax                   
Considerations--Canadian Federal Income Tax Considerations--Canadian Federal    
Income Tax Consequences to the Existing Alberta Corporation."                   

Your Canadian federal income tax consequences from the Delaware   
domestication will vary depending on whether you are an individual, corporation,
resident or non-resident of Canada, and on whether or not you dissent with      
respect to the Delaware domestication.  See "Proposal Five--Domestication into  
the State of Delaware--Tax Considerations--Canadian Federal Income Tax          
Considerations."  If you do not dissent with respect to the Delaware            
domestication, then you generally will not be considered to have disposed of    
your common shares, and you should not have any immediate Canadian tax          
consequences.  If you dissent with respect to the Delaware domestication and if 
you require the existing Alberta corporation to purchase for cash your common   
shares, then you generally will be considered to have received a dividend on the
redemption of your common shares, and you may incur Canadian tax liability.  See
"Proposal Five--Domestication into the State of Delaware--Tax                   
Considerations--Canadian Federal Income Tax Considerations."                    

    The one-for-fifteen consolidation of the common shares of the existing
Alberta corporation will be considered a disposition for Canadian federal income
tax purposes; however, the disposition occurs at your adjusted cost base, and,  
therefore, you will not recognize any capital gain or loss as a result of the   
consolidation.  The consolidation will result in a proportional adjustment to   
the adjusted cost base of the reduced number of common shares held by each      
shareholder.                                                                    

      U.S. FEDERAL INCOME TAX CONSIDERATIONS.  This section briefly summarizes
the opinion of our U.S. tax advisors, Ernst & Young LLP, regarding the U.S.     
federal income tax consequences of the Delaware domestication.  This discussion 
does not address certain U.S. federal income tax consequences applicable to U.S.
Shareholders that owned or own (directly or indirectly) 10% or more of the      
voting power of the existing Alberta corporation at any time during the five    
year period ending on the date that the Delaware domestication is completed. YOU
SHOULD CONSULT YOUR OWN TAX ADVISORS WITH RESPECT TO YOUR PARTICULAR            
CIRCUMSTANCES.  See "Proposal Five--Domestication into the State of             
Delaware--Tax Considerations--United States Federal Income Tax Considerations." 

  The Delaware domestication will constitute a tax-free reorganization
under the U.S. Internal Revenue Code of 1986.  As a result, the existing Alberta
corporation will not have any immediate U.S. federal tax consequences.  See     
"Proposal Five--Domestication into the State of Delaware--Tax                   

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Considerations--United States Federal Income Tax Considerations--U.S. Federal   
Income Tax Consequences to the Existing Alberta Corporation."                   

  Your U.S. tax consequences from the Delaware domestication will vary
depending on whether you are a resident or non-resident of the United States,   
and on whether or not you dissent with respect to the Delaware domestication.   
See "Proposal Five--Domestication into the State of Delaware--Tax               
Considerations--United States Federal Income Tax Considerations." If you do not 
reside in the United States, and if you do not dissent with respect to the      
Delaware domestication, then you will not recognize any gain or loss from the   
Delaware domestication.  If you do reside within the United States, then you    
likely will not recognize any gain or loss from the Delaware domestication.  See
"Proposal Five--Domestication into the State of Delaware--Tax                   
Considerations--United States Federal Income Tax Considerations--Residents of   
the United States--Non-Dissenting Shareholders." If you are subject to U.S.     
federal income tax and if you dissent with respect to the Delaware              
domestication, then any cash that you receive in payment for your shares of the 
existing Alberta corporation will be treated as cash received to redeem your    
common shares.  As a result, you may have to recognize capital gain or loss or  
ordinary income as a result of the Delaware domestication.                      

The one-for-fifteen consolidation of the common shares will not be
considered a disposition for U.S. tax purposes.  You therefore will not realize 
any capital gain or loss as a result of the common share consolidation.         

DISSENTER'S RIGHTS                                                              

If you choose to vote against the Delaware domestication and the  
Delaware domestication is consummated, then, under Alberta corporate law, you   
may exercise dissenter's rights and have the existing Alberta corporation pay to
you in cash the fair value of your common shares.  IF YOU FAIL TO COMPLY        
STRICTLY WITH THE REQUIREMENTS OF THE BUSINESS CORPORATIONS ACT (ALBERTA), THEN 
YOU MAY LOSE YOUR RIGHT OF DISSENT.  ACCORDINGLY, IF YOU WISH TO DEMAND         
DISSENTER'S RIGHTS, THEN WE URGE YOU TO READ CAREFULLY "PROPOSAL                
FIVE--DOMESTICATION INTO THE STATE OF DELAWARE--RIGHT OF DISSENT" AND THE COPY  
OF SECTION 184 OF THE BUSINESS CORPORATIONS ACT (ALBERTA) SHOWN IN APPENDIX I TO
THIS PROXY STATEMENT AND INFORMATION CIRCULAR.                                  

REGULATORY APPROVAL                                                             

The existing Alberta corporation will apply to the Registrar of   
Corporations for the Province of Alberta for permission to domesticate our      
company into the State of Delaware.  We must obtain this approval for the       
Delaware domestication to take place.  We also must file a Certificate of       
Domestication with the Secretary of State of the State of Delaware.  There are  
no other regulatory approvals necessary for consummation of the Delaware        
domestication.                                                                  

SECURITY OWNERSHIP OF COMPANY MANAGEMENT                                        

      As of May 31, 1999, the directors and executive officers of the existing
Alberta corporation and its subsidiary TomaHawk II, Inc. beneficially owned     
common shares representing approximately 24.2% of the total outstanding common  
shares.  See "Security Ownership of Certain Beneficial Owners and Management."  

MARKET INFORMATION                                                              

  Our common shares are quoted on The Alberta Stock Exchange under the
trading symbol "TKC."  After the Delaware domestication is completed, our shares
of common stock will be quoted on The                                           

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Alberta Stock Exchange under the trading symbol "THK."  On May 31, 1999, the    
closing price of our common shares was Cdn. $0.20 (US $0.14).                   

   The following table sets forth the high and low closing prices of our
common shares in Canadian dollars as reported by The Alberta Stock Exchange for 
the calendar period indicated.  The high and low closing prices also are listed 
in U.S. dollars (based on the currency exchange rate on the date the listed     
price was reported on The Alberta Stock Exchange).  The prices below represent  
prices between dealers, without adjustment for retail mark-ups, mark-downs or   
commissions, and may not reflect actual transactions.                           

                                                                [Download Table]

                                         CLOSING PRICES                             
                --------------------------------------------------------------------
                           HIGH                                  LOW                
                --------------------------------   ---------------------------------
                                                                                    
1999                                                                                
First Quarter      Cdn. $0.35 (US $0.23)                 Cdn. $0.22 (US $0.15)      

1998                                                                                
Fourth Quarter     Cdn. $0.40 (US $0.26)                 Cdn. $0.25 (US $0.16)      
Third Quarter      Cdn. $0.47 (US $0.31)                 Cdn. $0.28 (US $0.18)      
Second Quarter     Cdn. $0.56 (US $0.39)                 Cdn. $0.20 (US $0.14)      
First Quarter      Cdn. $0.34 (US $0.24)                 Cdn. $0.23 (US $0.16)      

1997                                                                                
Fourth Quarter     Cdn. $0.30 (US $0.22)                 Cdn. $0.20 (US $0.14)      
Third Quarter      Cdn. $0.34 (US $0.24)                 Cdn. $0.17 (US $0.12)      
Second Quarter     Cdn. $0.27 (US $0.19)                 Cdn. $0.16 (US $0.12)      
First Quarter      Cdn. $0.35 (US $0.26)                 Cdn. $0.21 (US $0.15)      

    The existing Alberta corporation has never declared a cash dividend on
its common shares.                                                              

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      RISK FACTORS

You should evaluate carefully all of the information contained and
incorporated by reference in this Proxy Statement and Information Circular and, 
in particular, the following risk factors.  References below to the existing    
Alberta corporation include its subsidiary, TomaHawk II, Inc.                   

RISK FACTORS RELATING TO THE DELAWARE DOMESTICATION                             

    WE MAY BE SUBJECT TO CANADIAN FEDERAL INCOME TAX LIABILITY AS A RESULT
OF THE DELAWARE DOMESTICATION.                                                  

     Upon the completion of the Delaware domestication, the existing Alberta
corporation will be deemed under Canadian tax law to dispose of all of its      
assets for an amount equal to the fair market value of these assets on the      
effective date of the Delaware domestication.  If the deemed proceeds exceed the
cost or adjusted cost base of the existing Alberta corporation's assets on that 
date, then the existing Alberta corporation will be required to include the     
excess, or three-quarters of the excess in the case of capital property, as     
income for Canadian tax purposes.  To the extent that the amount included in    
income is not offset by available deductions, it will be subject to Canadian tax
at an effective rate of 39%.  In addition, completing the Delaware domestication
will require us to pay a special 5% exit tax on the difference between the      
aggregate fair market value of our assets and the aggregate amount of our       
liabilities immediately before the Delaware domestication is completed and the  
paid-up capital of the common shares.  We have not applied to the Canadian tax  
authorities for a ruling on these matters.  We anticipate that we will owe a    
certain amount of Canadian federal taxes based on certain valuations and        
positions.  However, the Canadian federal tax authorities might not accept our  
valuations or positions and could claim that we owe additional taxes as a result
of this transaction.  See "Proposal Five--Domestication into the State of       
Delaware--Tax Considerations--Canadian Federal Income Tax Considerations."      

      HOLDERS OF COMMON SHARES IN CANADIAN REGISTERED RETIREMENT SAVINGS PLANS
MAY BE SUBJECT TO CANADIAN FEDERAL INCOME TAX LIABILITY.                        

If the Delaware domestication is completed, then the new Delaware 
corporation's shares will constitute "foreign property" for purposes of deferred
income plans such as registered retirement savings plans.  The conversion of the
common shares to "foreign property" may cause certain deferred income plans     
holding common shares to exceed their foreign property limits.  If the Delaware 
domestication causes your registered retirement savings plan to exceed its      
foreign property limit, then your registered retirement savings plan may be     
subject to certain penalties assessed by the Canadian Department of National    
Revenue, Customs, Excise and Taxation, and you may be forced to sell all or a   
portion of your shares of the new Delaware corporation.  We cannot guarantee the
price that you will receive from these sales.  See "Proposal Five--Domestication
into the State of Delaware--Tax Considerations--Canadian Federal Income Tax     
Considerations--Residents of Canada--Non-Dissenting Shareholders."              

  THE DELAWARE DOMESTICATION WILL AFFECT YOUR RIGHTS AS A SHAREHOLDER.

    After the Delaware domestication, you will become a stockholder of the
new Delaware corporation.  Currently, we are incorporated in Alberta, Canada and
governed by Alberta corporate law and our current articles of incorporation and 
bylaws.  After the Delaware domestication, we will be incorporated in the State 
of Delaware, U.S.A. and governed by Delaware corporate law and a new certificate
of incorporation and bylaws.  There are certain differences in corporate law and
shareholder rights between the two jurisdictions that could affect adversely the
rights that you currently enjoy as a shareholder of the existing Alberta        
corporation.  These differences are summarized below, but you should            

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read the section "Proposal Five--Domestication into the State of                
Delaware--Corporate Governance Differences; Delaware and Alberta Law            
Comparisons" for a more complete description of these differences:              

        -    CERTAIN PROVISIONS OF DELAWARE CORPORATE LAW MAY DETER TAKEOVER
    ATTEMPTS.  Delaware corporate law prohibits a Delaware
            corporation from engaging in any business combination with any
              interested stockholder for a period of three years from the time
             when the person became an interested stockholder unless certain
            conditions are met.  This prohibition could delay or make more
             difficult a merger, tender offer or proxy contest involving the
              new Delaware corporation, and could limit the price that certain
               investors might be willing to pay in the future for shares of the
              new Delaware corporation's common stock.  There is no comparable
         provision under Alberta corporate law.  See "Description of
Capital Stock--Change of Control Provisions."     

         -    UNDER DELAWARE CORPORATE LAW, CERTAIN EXTRAORDINARY TRANSACTIONS
             REQUIRE THE APPROVAL OF ONLY A SIMPLE MAJORITY OF STOCKHOLDERS.
       Alberta corporate law requires that certain extraordinary
            transactions, such as mergers, sales of substantially all of a
            corporation's assets or change in a corporation's domicile, be
         approved by a two-thirds majority of the shares voting at a
            shareholders meeting.  The simple majority vote requirement in
         Delaware could allow a group of stockholders to more easily
              approve a transaction to the detriment of minority stockholders.
 See "Proposal Five--Domestication into the State of
              Delaware--Corporate Governance Differences; Delaware and Alberta
   Law Comparisons--Required Approvals of Shareholders."

         -    DISSENTER'S RIGHTS PROVIDED BY DELAWARE CORPORATE LAW ARE NOT AS
              EXTENSIVE AS THOSE PROVIDED BY ALBERTA CORPORATE LAW, GIVEN THAT
               THEY APPLY TO A NARROWER RANGE OF CORPORATE ACTION.  Although the
               certificate of incorporation of the new Delaware corporation will
           expand dissenter's rights to mirror those provided by Alberta
              corporate law, the certificate of incorporation could be amended
             in the future to eliminate these additional dissenter's rights.
              By approving the Delaware domestication, you may therefore agree
         to forego certain dissenter's rights available to you under
            Alberta corporate law.  See "Proposal Five--Domestication into
               the State of Delaware--Corporate Governance Differences; Delaware
          and Alberta Law Comparisons--Minority (Dissenter's) Rights."

CERTAIN PROPOSED PROVISIONS OF THE NEW DELAWARE CORPORATION'S     
CERTIFICATE OF INCORPORATION AND BYLAWS MAY DETER TAKEOVER ATTEMPTS.            

   The proposed amendments described in Proposals Six through Nine could
delay, defer or prevent a change in control of the new Delaware corporation and 
could limit the price that certain investors might be willing to pay in the     
future for shares of the new Delaware corporation's common stock.  If approved, 
these proposed amendments will:                                                 

     -    require advance stockholder notice to nominate directors and
raise matters at the annual stockholders meeting; 

-    prohibit stockholders from calling special meetings of 
stockholders;                                     

      -    eliminate the right of stockholders to act by written consent
without a meeting; and                            

      -    increase the percentage vote needed to amend the new Delaware
    corporation's certificate of incorporation and bylaws.

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     For a more complete description of these amendments and their potential
anti-takeover effects, see "Proposal Five--Domestication into the State of      
Delaware--Corporate Governance Differences, Delaware and Alberta Law            
Comparisons--Anti-Takeover Effects," Proposals Six through Nine and "Description
of Capital Stock--Change of Control Provisions."                                

RISK FACTORS RELATING TO OUR CONTINUING OPERATIONS                              

 If the Delaware domestication is completed, then the following risk
factors will continue to apply to the new Delaware corporation:                 

   OUR LIMITED WORKING CAPITAL MAY PREVENT US FROM CONTINUING AS A GOING
CONCERN.                                                                        

 Our independent auditor's report on our December 31, 1998 financial
statements contains an explanatory paragraph which indicates that there is      
substantial doubt as to our ability to continue as a going concern.  As of March
31, 1999, we had a working capital deficit of $2.1 million and an accumulated   
deficit of $11.3 million since our inception.  We had losses of $1.6 million for
the year ended December 31, 1998, and $859,000 for the quarter ended March 31,  
1999, and expect our losses to continue.  Our available cash and future earnings
may not be sufficient to fund our operations and successfully implement our     
business plan.  We expect that we will need to obtain additional financing to   
continue operations, but we might not be able to raise additional capital on    
favorable terms, if at all.  Unless we generate consistent positive cash flows  
from operations for the immediate and foreseeable future, we may be required to 
cease or substantially reduce our operations.  See "Management's Discussion and 
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources."                                                                     

      WE WILL REQUIRE ADDITIONAL FINANCING TO CONTINUE OPERATING OUR BUSINESS.

   We have limited cash resources and expect that we will need to obtain
additional debt and/or equity financing to continue operations.  As of March 31,
1999 we had a negative working capital balance of $2.1 million, and the report  
of our independent auditors for the year ended December 31, 1998 included a     
qualification relating to our ability to continue as a going concern.  (See     
"--Our limited working capital may prevent us from continuing as a going        
concern.")  However, we might not be able to raise additional funds on favorable
terms, if at all, and any funds that we can raise may not be sufficient to allow
us to continue operations long enough to become profitable.  If we cannot raise 
additional capital, then our ability to continue our operations may be seriously
impaired.  The operation and expansion of our precision machining, in           
particular, require considerable capital expenditures.  We have relied heavily  
on our working capital line of credit to fund continuing operations, and expect 
to continue to utilize this line of credit to the extent that cash flow does not
meet our working capital requirements.  However, we are currently unable to     
utilize this line of credit because as of March 31, 1999, the balance           
outstanding exceeded the amount available for borrowing based on our eligible   
accounts receivable by $169,000.  See "Management's Discussion and Analysis of  
Financial Condition and Results of Operations--Liquidity and Capital Resources."

 WE DEPEND ON CONTRACTS FUNDED BY THE U.S. GOVERNMENT TO PROVIDE THE
MAJORITY OF OUR REVENUES.                                                       

     Approximately 69.0% of our total revenues in fiscal year 1998 and 53.6%
of our total revenues in 1997, respectively, resulted from document conversion  
contracts or subcontracts funded by the U.S. Department of Defense.             
Accordingly, changes in government contracting policies or the U.S. Department  
of Defense's funding levels or priorities may affect materially and adversely   
our future revenues.  Although we are trying to diversify into commercial       
markets, we believe that we will continue to depend                             

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on our ability to participate in government contract programs in the future.    
Among the factors that could affect materially and adversely our government     
contracting business are:                                                       

    -    changes in government funding priorities away from document
conversion;                                       

      -    changes in government procurement practices and policies; and

    -    technological developments that make our services obsolete.

See "Business--ADCS Program and Government Contracts."                        

   OUR REVENUES FLUCTUATE BASED ON THE U.S. GOVERNMENT'S SPENDING CYCLE.

Our revenues from government funded contracts and subcontracts can
fluctuate significantly from quarter to quarter.  These fluctuations in the     
government's spending cycle could affect materially and adversely our quarterly 
performance and the price of our stock, depending on:                           

     -    the timing and amount of Congressional appropriations to the
Automated Document Conversion Systems program (see
 "Business--ADCS Program and Government Contracts");

-    variances between anticipated budgets and Congressional
appropriations;                                   

          -    the timing and amount of allocations and contracts by each of the
armed services;                                   

-    the release of funds for awarded projects;             

     -    any delay in accumulating the documents to be converted; and

          -    any changes in policy or budgetary measures that adversely affect
government contracts in general.                  

In addition, these fluctuations could increase significantly from 
disruptions in the U.S. Department of Defense's contracting operations due to   
year 2000 compliance problems.  See "Management's Discussion and Analysis of    
Financial Condition and Results of Operations--Year 2000 Compliance--Year 2000  
Readiness of our Suppliers and Customers."                                      

    WE HAVE EXPERIENCED SIGNIFICANT FLUCTUATIONS IN OUR OPERATING RESULTS.

Our revenues, particularly those from contracts funded by the U.S.
Department of Defense, have been subject to significant fluctuations, and we    
expect these fluctuations to continue.  Our commercial backlog and new          
commercial contracts currently do not provide enough revenues to offset the     
effects of the fluctuation in government funded revenues on our operating       
results.  In addition, delays in the initiation of new commercial document      
conversion projects may aggravate these fluctuations.  Although we have begun to
concentrate more of our sales and marketing efforts in the commercial sector,   
these efforts have not yet increased substantially our percentage of revenues   
derived from private sector customers.  See "Management's Discussion and        
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources."                                                                     

THE U.S. GOVERNMENT CAN GENERALLY TERMINATE, WITHOUT PENALTY, THE 
CONTRACTS THAT PROVIDE THE MAJORITY OF OUR REVENUES.                            

  Government contracts awarded to us typically contain provisions that
permit the government customer to terminate the contract on short notice, with  
or without cause.  In addition, government agencies generally are not obligated 
to renew contracts after the completion of the initial period of                

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performance.  The unexpected termination of or our inability to renew one or    
more significant contracts could result in severe revenue shortfalls, which,    
without corresponding reductions in expenses, could negatively affect our       
financial condition.                                                            

WE CANNOT GUARANTEE THAT WE WILL CONTINUE TO SUCCESSFULLY OBTAIN  
CONTRACTS THROUGH THE U.S. GOVERNMENT'S BIDDING PROCESS.                        

      To obtain contracts from U.S. government agencies, we frequently need to
participate in a competitive bidding process.  We may not obtain a sufficient   
number of contracts through the competitive bidding process to allow us to      
become profitable.  To succeed in this competitive bidding process, we must     
estimate a cost structure for servicing the proposed contract, the time required
to establish operations and the likely terms of the proposals submitted by      
competitors.  We must assemble and submit a large volume of information on a    
rigid timetable set by the awarding agency.  Our proposal must be competitive   
with other bids, but allow us to earn a profit on the services that we perform. 
Upon expiration of the initial period of performance, contracts may be subjected
to a competitive re-bidding process.  Our ability to respond successfully to the
competitive bidding process in the future will have an important impact on our  
ability to obtain new contracts in the future.                                  

   WE MAY NOT ATTRACT, MOTIVATE AND RETAIN KEY EXECUTIVES AND EMPLOYEES.

   Our success depends in large part on the continued service of our key
technical, marketing, sales and management personnel, and our ability to        
continue to attract, motivate and retain highly qualified employees.  These     
personnel are in short supply, and the competition for their services is        
intense.  This shortage is especially true for design engineers, numerical      
control programmers and experienced "Auto-CAD" drafters, which are critical to  
our engineering and manufacturing services.  With the exception of Steven M.    
Caira, our president and chief executive officer, who has agreed to the terms of
an employment agreement, none of our key personnel has entered into employment  
contracts.  The loss of the services of key personnel or our failure to attract 
additional qualified employees could materially and adversely affect our ability
to deliver services to our customers in a timely manner, if at all.  In         
addition, we have obtained contracts from certain customers due to relationships
between these customers and certain key personnel.  These customers may not     
continue to utilize our services at historical levels, if at all, if we lose any
these employees.                                                                

     WE MAY NOT RETAIN THE CONSULTANT THAT COORDINATES OUR MARKETING EFFORTS
DIRECTED AT THE U.S. GOVERNMENT.                                                

We have engaged marketing consultants to establish and maintain   
relationships with members of Congress and government agencies and to identify  
and pursue potential projects.  We currently retain an outside federal marketing
consulting firm to coordinate our government marketing efforts.  In 1998,       
certain principals at this consulting firm played key roles in helping us       
acquire contracts and subcontracts funded by the U.S. Department of Defense that
provided 69.0% of our total revenues.  We currently do not have a written       
contract with this consulting firm, which might not continue to provide its     
marketing services to us.  Our failure to continue to retain this consulting    
firm could affect materially and adversely our ability to obtain contracts      
funded by the U.S. government.  See "Certain Relationships and Related          
Transactions--Consulting Arrangement with Capstone National Partners, LLC" and  
"Business--Sales and Marketing."                                                

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      OUR PRIVATE SECTOR REVENUES ARE HIGHLY VULNERABLE TO CHANGES IN SPENDING
PRIORITIES IN THE DEFENSE AND AEROSPACE INDUSTRIES.                             

 We primarily derive our commercial revenues from a relatively small
number of customers in the aerospace and defense industries.  Changes in the    
business conditions or the spending priorities of these industries in general or
these customers in particular could cause a material reduction in demand for our
services.  In addition, delays in the initiation of new document conversion     
projects could adversely affect our quarterly operating results.  We may not be 
able to maintain long-term relationships with our significant commercial        
customers, and we also may not be able to expand our customer base to different 
industries.  Downturns in the aerospace or defense industries therefore could   
affect negatively our business and our ability to generate future revenues.  See
"Business--Customers."                                                          

WE DERIVE A SUBSTANTIAL PORTION OF OUR REVENUES FROM SHORT-TERM   
CONTRACTS.                                                                      

   We derive a significant amount of our revenues from services provided
under short-term purchase orders in response to customer requests or on a       
project-by-project basis.  In addition, customers generally can terminate our   
orders at any time without penalty.  We anticipate that we will continue to     
derive a significant amount of our revenues from these short-term purchase      
orders.  However, existing clients may not continue to use our services at      
historical levels, if at all.  Furthermore, we may not be able to obtain new    
contracts, and existing or future contracts may be terminated before we have    
fully completed the orders.                                                     

FIXED PRICE CONTRACTS MAY ADVERSELY AFFECT OUR PROFITABILITY.     

A substantial portion of our service contracts are fixed price    
contracts.  Consequently, regardless of how much time or how many resources we  
devote to a contract, our customer pays a fixed price that has been agreed upon 
ahead of time.  Failure to anticipate technical problems, to estimate costs     
accurately, or to control costs during performance of a fixed price contract may
reduce our profit or cause a loss.  We might not achieve the profitability we   
expect under our fixed price contracts, and may in fact incur losses on fixed   
price contracts in the future.                                                  

 WE MAY NOT MANAGE EFFECTIVELY THE CHALLENGES PRESENTED BY OUR RAPID
GROWTH.                                                                         

    We currently are experiencing a period of rapid growth that has placed
significant and increasing demands on our management and operational, technical,
financial and other resources.  This growth has:                                

   -    increased our funding requirements for working capital and
capital expenditures;                             

        -    caused us to expand our efforts to recruit qualified personnel;

          -    forced us to expand our operational capacity and to operate at or
near peak capacity; and                           

   -    caused us to increase our expenditures on quality control.

We may not address successfully the demands caused by our rapid growth.         

     WE FACE POTENTIAL COMPETITION FROM THE IN-HOUSE CAPABILITIES OF CERTAIN
CUSTOMERS.                                                                      

A significant source of our potential competition comes from the  
in-house capabilities of our target customer base.  Many of our customers       
include large national or multinational companies that have sufficient financial
resources to develop or expand their in-house capabilities.  These businesses   
may:                                                                            

         -    stop outsourcing their engineering services and document imaging
and conversion needs;                             

     -    move in-house the services that they currently outsource; or

          -    develop existing in-house capabilities into a competitive service
business.                                         

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We might not compete successfully against current or future competitors, and    
competitive pressures may affect negatively our ability to obtain new contracts 
in the future.                                                                  

    WE FACE POTENTIAL COMPETITION FROM NEW DOCUMENT CONVERSION OUTSOURCING
BUSINESSES BECAUSE OF THE RELATIVELY LOW COSTS OF ENTRY.                        

   Our document conversion services accounted for approximately 77.1% of
our revenues in 1998.  Although there are currently relatively few document     
conversion outsourcing businesses competing with us, the capital equipment      
requirements for starting a document conversion business are relatively low.  In
addition, document conversion software is commercially available.  Potential    
competitors, including companies with greater financial, technical and marketing
resources, therefore may enter or increase their focus on document conversion   
services.  The entry of competitors in the document conversion business or in   
our other business segments could prevent us from obtaining new contracts in the
future.                                                                         

OUR ENGINEERING AND PRECISION MACHINING SERVICES MAY EXPOSE US TO 
PRODUCT LIABILITY.                                                              

      We provide engineering and precision machining services to produce parts
and tools used to fabricate or maintain our customers' products.  If we produce 
a part or a tool, or provide services relating to a part or tool, that is in any
way defective, we may be exposed to substantial liabilities.  For example, the  
failure of an airframe, aircraft engine or other aircraft part incorporating    
parts that we manufactured, or that was serviced or manufactured by a tool that 
we designed and/or manufactured, could result in material claims against us.    
Although we have instituted quality control procedures that we believe produce  
parts and tools of the highest quality, we may become subject to future         
proceedings alleging defects in our parts and/or tools.  We maintain insurance  
to protect against claims associated with our design and numerical control      
programming services, and are in the process of acquiring insurance coverage to 
protect against claims relating to our manufacture of parts or tools for our    
customers.  We might not be able to obtain insurance coverage for product       
liability claims at commercially reasonable rates, and any insurance that we do 
obtain might be insufficient to cover any claims that might arise.  Even        
unsuccessful claims could force us to incur significant litigation costs and    
divert our management's attention from our business.  See                       
"Business--Services--Engineering and Manufacturing Services."                   

    CERTAIN OF OUR SERVICES UTILIZE PROCESSES AND SOFTWARE THAT MAY NOT BE
PROTECTED BY TRADE SECRET LAWS.                                                 

     We regard certain of our processes and software as proprietary and rely
primarily on trade secret laws and employee and third-party nondisclosure       
agreements to protect our proprietary rights.  However, one or more of our      
employees may leave and attempt to utilize our proprietary processes to compete 
against us.  In addition, although we have one patent pending relating to a     
proprietary process for the conversion of certain types of design drawings, much
of the technology that we use in providing services is not proprietary and could
be utilized by our competitors.  This situation is particularly true for our    
document conversion business, which accounted for approximately 77.1% of our    
revenues in 1998.  Our competitors may develop independently or utilize existing
technologies to offer services that are substantially equivalent or superior to 
the services that we offer.                                                     

CERTAIN OF OUR SERVICES DEPEND ON TECHNOLOGY LICENSED FROM THIRD  
PARTIES.                                                                        

  Many of our services utilize software or other intellectual property
licensed from third parties.  We may have to seek new or renew existing licenses
in the future.  The inability to obtain certain licenses or other rights on     
favorable terms, or the need to engage in litigation over these licenses or     
rights, could harm seriously our ability to provide services to our customers.  

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NEW TECHNOLOGIES COULD RENDER CERTAIN OF OUR SERVICES OBSOLETE OR 
UNMARKETABLE.                                                                   

 Our document conversion services, which accounted for approximately
77.1% of our revenues during 1998, could become obsolete by the development of  
improved commercially available software that is capable of converting documents
to computer aided design ("CAD") ready computer files.  Our failure to develop  
and introduce enhancements in existing services and new services in a timely and
cost-effective manner in response to changing technologies or customer          
requirements could affect materially and adversely our ability to obtain new    
contracts from new or existing customers.                                       

    OUR OFFICERS, DIRECTORS AND SIGNIFICANT SHAREHOLDERS HAVE THE POWER TO
INFLUENCE THE ELECTION OF DIRECTORS AND THE PASSAGE OF SHAREHOLDER PROPOSALS    
BECAUSE THEY COLLECTIVELY HOLD A SUBSTANTIAL NUMBER OF COMMON SHARES.           

As of May 31, 1999, our executive officers and directors and the  
executive officers and directors of our subsidiary, TomaHawk II, Inc.,          
beneficially owned 24.2% of the total outstanding common shares.  If the        
Delaware domestication is approved, then they will own approximately 24.2% of   
the total issued and outstanding shares of common stock of the new Delaware     
corporation.  Accordingly, our executive officers and directors and their       
affiliates may influence the election of directors and corporate actions        
requiring stockholder approval.  This concentration of ownership could limit the
price that certain investors might be willing to pay in the future for shares of
common stock, and could make it more difficult for a third party to acquire, or 
discourage a third party from attempting to acquire, control of the new Delaware
corporation.  See "Security Ownership of Certain Beneficial Owners and          
Management."                                                                    

WE MAY BE SUBJECT TO LIABILITY FOR UNAUTHORIZED DISCLOSURES OF    
CONFIDENTIAL INFORMATION.                                                       

   Our customers sometimes provide documents containing confidential and
other sensitive information to us in connection with our performance of certain 
services.  Although we have established procedures intended to prevent any      
unauthorized disclosure of this information, we might be found liable for any   
unauthorized disclosure.                                                        

OUR COMMON SHARES MAY BE SUBJECT TO WIDE FLUCTUATIONS IN VALUE AND
LIMITED TRADING VOLUME.                                                         

 Our common shares are quoted on The Alberta Stock Exchange.  If the
Delaware domestication occurs, then the new Delaware corporation's common stock 
will continue to be listed on The Alberta Stock Exchange.  Based upon the       
historical performance of our common shares, we anticipate that the share price 
of the common stock may be subject to wide fluctuations because of limited      
trading volume, quarterly variations in operating results, changes in earnings  
announcements of contract awards and technological developments by us or by our 
competitors, general market conditions or other events largely outside of our   
control.  These fluctuations may be disproportionate or unrelated to our        
operating performance.  These broad market fluctuations, general economic       
conditions or other factors outside our control may affect adversely the market 
price for the new Delaware corporation's stock.  See "Market for the Existing   
Alberta Corporation's Common Equity and Related Shareholder Matters--Market     
Price Information."                                                             

OUR SHARES OF COMMON STOCK WILL BE CONSIDERED "PENNY STOCK" AND   
THEREFORE SUBJECT TO ADDITIONAL SEC REGULATIONS, WHICH MAY MAKE IT MORE         
DIFFICULT TO SELL THESE SHARES.                                                 

      By filing this Proxy Statement and Information Circular with the SEC, we
will be registering each of our outstanding shares of common stock, and will    
therefore become a reporting company under the Securities Exchange Act.  Because
of the price and certain other characteristics of the shares of common stock,   
upon the completion of the Delaware domestication, our shares of common stock   
will be classified                                                              

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as "penny stock" as defined in the Securities Exchange Act.  Accordingly, the   
new Delaware corporation's common stock will be subject to the penny stock rules
adopted by the SEC under the Securities Exchange Act.  The penny stock rules    
generally impose additional sales practice and disclosure requirements upon     
broker-dealers who sell our securities to persons other than certain "accredited
investors" or in transactions not recommended by the broker-dealer.  Accredited 
investors generally are institutions with assets greater than US $5,000,000 or  
individuals with net worth greater than US $1,000,000 or annual incomes         
exceeding US $200,000, or US $300,000 jointly with their spouse.  For           
transactions covered by the penny stock rules, the broker-dealer must make a    
suitability determination for each purchaser and receive the purchaser's written
agreement prior to the sale.  In addition, the broker-dealer must make certain  
mandated disclosures in penny stock transactions, including the actual sale or  
purchase price and actual bid and offer quotation, and the compensation to be   
received by the broker-dealer and certain associated persons, and deliver       
certain disclosures required by the SEC.  Consequently, you may find it more    
difficult to dispose of or obtain accurate quotations of the share price of the 
new Delaware corporation's common stock.  For example, before effecting the     
transaction, broker-dealers selling these securities must provide their         
customers with a document that discloses the risks of investing in these        
securities.  Furthermore, if the person purchasing the securities is someone    
other than an accredited investor or an established customer of the             
broker-dealer, then the broker-dealer also must approve the potential customer's
account by obtaining information concerning the customer's financial situation, 
investment experience and investment objectives.  The broker-dealer also must   
determine whether the transaction is suitable for the customer and whether the  
customer has sufficient knowledge and experience in financial matters to be     
reasonably expected to be capable of evaluating the risk of transactions in     
these securities.  Accordingly, the SEC's rules may limit the number of         
potential purchasers of the shares of the new Delaware corporation's common     
stock.  Moreover, various state securities laws impose restrictions on          
transferring penny stocks, which may impair your ability to sell shares of the  
new Delaware corporation's common stock.                                        

FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET MAY AFFECT  
ADVERSELY THE PRICE OF OUR COMMON STOCK AND OUR ABILITY TO RAISE ADDITIONAL     
FUNDS THROUGH EQUITY ISSUANCES.                                                 

      The sale of substantial amounts of common stock in the public market (or
the prospect of these sales) or the sale or issuance of convertible securities  
or warrants could affect adversely the market price of our common stock.  By    
filing this Proxy Statement and Information Circular with the SEC, we will be   
registering each of our outstanding shares of common stock.  Accordingly,       
substantially all of the issued and outstanding shares of common stock will be  
freely tradable once the registration statement is effective, including         
approximately 39,650,600 shares of common stock received in exchange for common 
shares that are currently subject to certain U.S. trading restrictions.  In     
addition, as of May 31, 1999, we had outstanding options to purchase 7,330,570  
common shares and debt convertible into 1,474,565 common shares.  We also have  
outstanding 750,000 shares of Class A Series III Preferred Shares, which        
potentially are convertible into 7,500,000 common shares upon our achievement of
certain financial milestones.  See "Description of Capital Stock."              

WE DO NOT PAY DIVIDENDS ON OUR COMMON SHARES.                     

  We have never paid cash dividends on our common shares.  Our current
policy is to retain earnings, if any, to finance the anticipated growth of our  
business.  Our board of directors will determine whether to pay any dividends,  
depending upon our operating results, financial condition, capital requirements,
general business conditions and other factors that our board of directors deems 
relevant.  We may procure credit from third parties for additional capital for  
expansion and business development activities.  Any credit facility that we     
procure may limit or restrict our ability to pay cash dividends under           

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certain circumstances.  If the Delaware domestication is approved, then our     
dividend policy likely will remain the same.                                    

      YOUR INVESTMENT IN OUR COMMON STOCK IS SUBJECT TO CURRENCY EXCHANGE RATE
RISK.                                                                           

Our common shares are traded in Canadian dollars.  If the Delaware
domestication is completed, then the new Delaware corporation's common stock    
will continue to be traded in Canadian dollars.  Fluctuations in exchange rates 
may affect materially and adversely your return on investment in the common     
stock.  These fluctuations may have a material adverse effect on the value in   
U.S. dollars of an investment in the new Delaware corporation's common stock.   

WE MAY BE EXPOSED TO UNANTICIPATED YEAR 2000 PROBLEMS.            

     We use a significant number of computer software programs and operating
systems in our internal operations.  To the extent that these software          
applications contain a source code that is unable to interpret appropriately the
upcoming calendar year 2000, some level of modification or even possible        
replacement of source code or applications will be necessary.  We currently are 
modifying, replacing and/or upgrading our computer software programs and        
operating systems, as necessary, to make them year 2000 compliant and we intend 
to complete our year 2000 compliance program in the fourth quarter of 1999.  We 
anticipate that our expenditures for year 2000 compliance will not be           
significant.  However, we may incur unanticipated costs or systems interruptions
that could have a material adverse effect on our financial condition.  See      
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations--Year 2000 Compliance--Internal Year 2000 Readiness."                

WE MAY BE EXPOSED TO OUR CUSTOMERS' YEAR 2000 PROBLEMS.           

The failure by our customers to be year 2000 compliant may have a 
material adverse effect on our ability to obtain new contracts or receive       
payments from noncompliant customers.  To the extent that our customers devote  
significant resources to making their information systems year 2000 compliant,  
they may be compelled to reduce their expenditures on our services.  Because of 
the revenues we derive from contracts funded by the U.S. Department of Defense, 
we are especially vulnerable to any year 2000 related disruptions to the U.S.   
government's contracting operations.  According to published reports, which we  
have not verified, the U.S. government may not be fully year 2000 compliant on a
timely basis.  This noncompliance could delay the issuance of new contracts or  
payment of funds to us.  In addition, our customers also may reduce their       
expenditures on our services to the extent they suffer a reduction in earnings  
from their customers' year 2000 problems.                                       

WE MAY BE EXPOSED TO OUR SUPPLIERS' YEAR 2000 PROBLEMS.           

    Certain of our services depend on the timely delivery of supplies.  To
the extent that our vendors experience year 2000 compliance problems, our       
ability to timely provide machined products to our customers may be affected    
adversely.  Delays in product deliveries could affect materially and adversely  
our ability to obtain new orders from these customers.  See "Management's       
Discussion and Analysis of Financial Condition and Results of Operations--Year  
2000 Compliance--Year 2000 Readiness of our Suppliers and Customers."           

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    THE ANNUAL AND SPECIAL MEETING

    This Proxy Statement and Information Circular constitutes a prospectus
of TomaHawk Corporation and a proxy statement in connection with the            
solicitation of proxies for use at the annual and special meeting of TomaHawk   
Corporation's shareholders.  Unless otherwise indicated or the context otherwise
requires, references to "the existing Alberta corporation" or the "new Delaware 
corporation" will include its subsidiary, TomaHawk II, Inc.                     

PROPOSALS TO BE VOTED ON AT THE ANNUAL AND SPECIAL MEETING                      

  An annual and special meeting of TomaHawk Corporation's shareholders
will be held on ______________, 1999 at 8315 Century Park Court, Suite 200, San 
Diego, California at 10:00 a.m., local time, to:                                

       -    receive and consider our consolidated financial statements for
       the year ended December 31, 1998 and the auditors' report
thereon; and                                      

-    consider and vote on the following proposals:          

             1.   To fix the number of directors to be elected at the annual
and special meeting at four;            

2.   To elect four directors;                     

              3.   To appoint the independent auditors of TomaHawk Corporation
                   and to authorize our directors to fix their remuneration as
our independent auditors;               

             4.   To consider, and, if deemed advisable by our shareholders,
                   to pass an ordinary resolution authorizing the issuance, in
                 one or more private placements, of a number of securities
                 that could result in TomaHawk Corporation issuing, during
                   the next 12 months, a number of securities that exceeds 25%
                  but is not greater than 100% of the issued and outstanding
                 securities, subject to the restrictions described in this
 Proxy Statement and Information Circular;

              5.   To approve TomaHawk Corporation's change in jurisdiction of
                 incorporation from the Province of Alberta, Canada to the
           State of Delaware, U.S.A. and to make certain other
              amendments to our articles of incorporation and bylaws
                 regarding the domestication into Delaware.  See "Proposal
        Five--Domestication into the State of Delaware."

      If the domestication into Delaware is approved, then we will adjourn the
annual and special meeting, effect a one-for-fifteen consolidation of the common
shares, and complete the Delaware domestication.  After we have completed the   
Delaware domestication, we will reconvene the annual and special meeting, and   
request that you vote on the following five proposals relating to the new       
Delaware corporation:                                                           

           6.   To require advance notice of stockholder nominations and
proposals;                              

               7.   To prevent the stockholders from calling special meetings of
the stockholders;                       

     8.   To prohibit stockholder action by written consent;

              9.   To require a supermajority vote to amend certain provisions
        of the new Delaware corporation's certificate of
incorporation and bylaws; and           

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              10.  To approve the adoption of a form indemnification agreement
                  for the new Delaware corporation's directors and executive
officers.                               

    We do not know of any other matters that likely will be brought before
the annual and special meeting.  However, if any other matters properly come    
before the annual and special meeting, then the persons named in the enclosed   
proxy will vote the proxy in accordance with their best judgment on these       
matters.                                                                        

  Our board of directors has unanimously approved, and recommends that
shareholders vote "FOR," each of the above listed proposals.                    

RECORD DATE; VOTING RIGHTS                                                      

Only shareholders of record at the close of business on           
_________________, 1999, also known as the record date, will be entitled to     
notice of and to vote, or to grant proxies to vote, at the annual and special   
meeting.  Each shareholder of record on the record date will be entitled to one 
vote for each common share, and, with respect to Proposal Five, to one vote for 
each Class A Series III Preferred Share, that he holds on the record date.  The 
holders of common shares and Class A Series III Preferred Shares will vote on   
Proposal Five as a single class.  HOLDERS OF CLASS A SERIES III PREFERRED SHARES
WILL NOT VOTE ON PROPOSALS ONE THROUGH FOUR AND SIX THROUGH NINE.               

 We will prepare a list of shareholders showing the number of common
shares and Class A Series III Preferred Shares owned by each shareholder as of  
the record date.  A shareholder named in the list will be entitled to one vote  
for each common share (and, with respect to Proposal Five, to one vote for each 
Class A Series III Preferred Share) shown opposite his name.  If the shareholder
transferred any shares after the completion of this list, then the person       
receiving the shares is entitled to vote the shares only if he establishes to us
that he owns the shares and demands that his name be included in the list of    
shareholders eligible to vote at the annual and special meeting.  The recipient 
must make this demand no later than ten days before the annual and special      
meeting.                                                                        

      The vote of any shareholder who is represented at the annual and special
meeting by proxy will be cast as specified by the proxy or, if no vote is       
specified, the vote will be cast "FOR" each of the above listed proposals.  Any 
shareholder of record who is present at the annual and special meeting in person
will be entitled to vote at the annual and special meeting regardless of whether
the shareholder has previously granted a proxy.                                 

QUORUM; VOTE REQUIRED FOR ADOPTION                                              

A quorum for the transaction of business at the annual and special
meeting will occur if at least two individuals appear at the annual and special 
meeting in person or by proxy holding or representing at least twenty percent   
(20%) of the issued and outstanding common shares and Class A Series III        
Preferred Shares entitled to vote at the annual and special meeting.            

 On all matters that may come before the annual and special meeting,
shareholders of the existing Alberta corporation on the record date are entitled
to one vote for each common share held of record.                               

     Proposals One through Four require the affirmative votes of the holders
of a majority of the shares of common stock represented and voting at the annual
and special meeting.  HOLDERS OF CLASS A SERIES III PREFERRED SHARES WILL NOT   
VOTE ON PROPOSALS ONE THROUGH FOUR. Broker non-votes will not be treated as     
entitled to vote on these proposals at the meeting.                             

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   On Proposal Five, shareholders are also entitled to one vote for each
Class A Series III Preferred Share held of record.  Approval of this proposal   
requires the affirmative votes of holders of not less than two-thirds of the    
common shares and Class A Series III Preferred Shares, voting as a single class,
represented and voting at the annual and special meeting.  Abstentions and      
broker "non-votes" will not be counted as present for purposes of obtaining a   
quorum and will not be counted in determining whether Proposal Five passes.     

     Proposals Six through Nine require the affirmative votes of the holders
of a majority of the shares of common stock represented and voting at the annual
and special meeting.  HOLDERS OF CLASS A SERIES III PREFERRED SHARES WILL NOT   
VOTE ON PROPOSALS SIX THROUGH NINE.  Abstentions and broker "non-votes" will be 
counted as present for purposes of obtaining a quorum but will not be treated as
votes in favor of the proposals.  Accordingly, abstentions and broker           
"non-votes" will have the effect of votes against Proposals Six through Nine.   

     Approval of Proposal Ten requires the affirmative vote of a majority of
the common shares present or represented by proxy and entitled to vote on this  
subject matter at the meeting and held by disinterested stockholders.  HOLDERS  
OF CLASS A SERIES III PREFERRED SHARES WILL NOT VOTE ON PROPOSAL TEN.  Since    
each director and each executive officer is an interested party with respect to 
this matter, shares owned directly or indirectly by any director or executive   
officer may not be voted on this proposal although they will be counted for     
purposes of determining whether a quorum is present.  Broker non-votes will not 
be treated as entitled to vote on this proposal at the meeting.                 

As of the record date, there were _________ common shares and     
_________ Class A Series III Preferred Shares outstanding.  In addition, as     
of the record date, our directors and executive officers and the directors and  
executive officers of our subsidiary TomaHawk II, Inc. beneficially owned, in   
the aggregate, __________ common shares, which is approximately _____%          
of the shares entitled to vote at the annual and special meeting.  They have    
indicated their intention to vote those shares in favor of the proposal to      
approve the Delaware domestication and the other five proposals.                

PROXIES                                                                         

GENERAL.  Each holder of our common shares and Class A Series III 
Preferred Shares as of the record date will receive the accompanying proxy.     
Shareholders may grant a proxy to vote for or against, or to abstain from voting
on, any of the proposals by appropriately marking the proxy card, executing the 
proxy card in the space provided and returning it to the transfer agent.        
Shareholders who hold their common shares in the name of a bank, broker or other
nominee should follow the instructions provided by their bank, broker or nominee
on voting their shares.  You must instruct your broker to vote your shares or   
the broker will not vote your shares.  Broker "non-votes" will have the same    
effect as votes cast against the proposals.                                     

To be effective, you must mail, fax, or deliver your proxy to our 
president, Steven M. Caira, c/o CIBC Mellon Trust Company, 600 The Dome Tower,  
333-7th Avenue S.W., Calgary, Alberta T2P 2Z1.  All proxies must be received not
later than 10:00 a.m.  (San Diego time) on _____________, 1999 or by the        
close of business on the last business day before any adjournment of the annual 
and special meeting.  Common shares represented by a properly executed proxy    
will be voted in the manner specified by the proxy.  If you properly execute    
your proxy without indicating how you want to vote, then your shares will be    
voted "FOR" the proposals.                                                      

   If any other matters are properly presented at the annual and special
meeting for consideration, including consideration of a motion to adjourn the   
annual and special meeting to another time and/or place (including adjournments 
for the purpose of soliciting additional proxies), then the persons named in    

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the proxy card and acting thereunder will have the discretion to vote on these  
other matters in accordance with their best judgment.                           

REVOCATION.  You may revoke any proxy given pursuant to this      
solicitation at any time before its exercise by:                                

         -    appearing at the annual and special meeting, revoking your proxy
and voting in person;                             

        -    delivering written notice of the revocation, executed by you or
             your attorney, to the registered office of the existing Alberta
           corporation no later than the last business day preceding the
date of the annual and special meeting;           

        -    delivering written notice of the revocation, executed by you or
              your attorney, to the chairman of the annual and special meeting
    before the start of the annual and special meeting; or

  -    properly completing and executing a later-dated proxy and
    delivering it to the president of the existing Alberta
     corporation, care of CIBC Mellon Trust (as described in
          "--General" above) or the chairman of the annual and special
  meeting at or before the annual and special meeting.

You may attend the annual and special meeting even if you have granted a proxy. 
However, your presence without voting at the annual and special meeting will not
automatically revoke a proxy, and any revocation during the annual and special  
meeting will not affect votes previously taken.  Shareholders who hold their    
common shares in the name of a bank, broker or other nominee should follow the  
instructions provided by their bank, broker or nominee in revoking their        
previously voted shares.                                                        

VALIDITY.  All questions as to the validity, form, eligibility    
(including time of receipt) and acceptance of proxies will be determined by the 
inspectors of election of the annual and special meeting.  The inspectors'      
determination will be final and binding.  Our board of directors will have the  
right to waive any irregularities or conditions as to the manner of voting.  We 
may accept proxies by any reasonable form of communication, so long as we can   
reasonably determine that the shareholder authorized the communication.         

SOLICITATION OF PROXIES.  Our board of directors is soliciting the
accompanying proxy.  We will bear the expenses of preparing, printing and       
mailing the proxy and the materials used in the proxy solicitation.             

     Our directors, executive officers and employees will solicit proxies by
personal interview, telephone and telegram without additional compensation for  
their services,.  We also may make arrangements with brokerage houses and other 
custodians, nominees and fiduciaries for the forwarding of solicitation         
materials to the beneficial owners of the common shares held by these persons.  
We will reimburse our directors, executive officers and employees for reasonable
expenses incurred by them in connection with their solicitation efforts.        

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     PARTICULARS OF MATTERS TO BE ACTED UPON

      PROPOSAL ONE

      FIXING THE NUMBER OF DIRECTORS

  Our board of directors currently consists of four directors, each of
whose term of office will expire at the annual and special meeting.  At the     
annual and special meeting, you will be asked to consider, and if thought fit,  
approve a resolution fixing the number of directors to be elected at four.      

FIXING NUMBER OF DIRECTORS                                                      

     At the annual and special meeting, we propose that our shareholders fix
at four the number of directors to be elected at the annual and special meeting 
to hold office until our next annual meeting or until their successors are      
elected or appointed, subject to our articles of incorporation and bylaws.      
Holders of proxies solicited by this Proxy Statement and Information Circular   
will vote the proxies received by them as directed on the proxy card or if no   
direction is made, in favor of fixing the number of directors to be elected at  
the annual meeting at a maximum of four, subject to amendment between annual    
meetings by our board of directors.                                             

VOTE REQUIRED                                                                   

Fixing the number of directors at four requires the approval of a 
majority of the votes cast by the holders of common shares present or           
represented by proxy at the annual and special meeting on this proposal.        

   Under Alberta corporate law, abstentions and broker non-votes are not
counted as for purposes of determining the presence or absence of a quorum for  
the transaction of business, and are not counted as votes cast.  Accordingly,   
abstentions and broker non-votes with respect to this proposal will not be      
considered and will not be counted in determining whether this proposal passes. 

     Our board of directors recommends that you vote "FOR" fixing the number
of directors at four.                                                           

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      PROPOSAL TWO

     ELECTION OF DIRECTORS

  Our board of directors currently consists of four directors, each of
whose term of office will expire at the annual and special meeting.  At the     
annual and special meeting, you will be asked to consider, and if thought fit,  
approve a resolution providing that four directors be elected to hold office    
until the next Annual Meeting or until their successors are elected or          
appointed.                                                                      

INFORMATION REGARDING DIRECTOR NOMINEES                                         

   The following table sets forth the names, ages, principal occupations
for the periods indicated and other directorships of the four director nominees,
each of whom is currently a director of the existing Alberta corporation.       
Information as to the stock ownership of each director nominee and all current  
directors and executive officers of the existing Alberta corporation as a group 
is set forth below under "Security Ownership of Certain Beneficial Owners and   
Management."                                                                    

                                                        [Enlarge/Download Table]

 NAME                 AGE    PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS AND OTHER     DIRECTOR  
                                                   DIRECTORSHIPS                          SINCE   
-------------------  -----  --------------------------------------------------------  ------------
                                                                                                  
 STEVEN M. CAIRA       42    Mr. Caira has served:                                        1994    

                                  -   since May 11, 1999, as the acting chief                     
                                      financial officer of Tomahawk Corporation;                  

                                  -   since February 1994, as the president, chief                
                                      executive officer and chairman of the board of              
                                      directors of TomaHawk Corporation and TomaHawk              
                                      II, Inc.;                                                   

                                  -   from May 1993 to February 1994, as the                      
                                      Director of National Operations of TomaHawk                 
                                      II, Inc.;                                                   

                                  -   from December 1984 to May 1992, as a manager                
                                      of Rohr, Inc. assuming a wide range of                      
                                      managerial responsibilities, including:                     

                                  -   program manager for the (Air Force) F-22                    
                                      fighter program;                                            

                                  -   manager, information systems services;                      

                                  -   manager of various financial and production                 
                                      functions; and                                              

                                  -   from June 1992 to May 1993, as Director of                  
                                      Production and Customer Services for Point                  
                                      Control of Eugene, Oregon.                                  

                                  Mr. Caira also served as Production Control                     
                             Manager for General Dynamics in San Diego, California,               
                             as Manager of Industrial Engineering and Plant Services              
                             for General Dynamics in Fort Worth, Texas, and as an                 
                             Industrial Engineer and Computer Programmer for Boeing               
                             Aircraft. Mr. Caira received a Bachelors of Science in               
                             Mechanical Engineering from the University of Lowell in              
                             Lowell, Massachusetts in 1978, and an AIIMS Executive                
                             MBA from the University of Washington in 1986.                       

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                                                        [Enlarge/Download Table]

 NAME                  AGE    PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS AND OTHER     DIRECTOR  
                                                    DIRECTORSHIPS                          SINCE   
-------------------   -----  --------------------------------------------------------  ------------
                                                                                                   
 THOMAS M. DUSMET       46    Mr. Dusmet has served:                                        1995   

                                   -   since September 1995, as the secretary and a                
                                       director of TomaHawk Corporation;                           

                                   -   since February 1996, as an investment advisor               
                                       with Nesbitt Burns Inc., a Canadian investment              
                                       banking firm;                                               

                                   -   from February 1995 to February 1996, as                     
                                       President and a director of 1110060 Ontario                 
                                       Inc., an independent roofing materials and                  
                                       products sales company; and                                 

                                   -   from November 1989 to February 1995, as                     
                                       General Manager of Nord Bitumi Canada, Ltd., a              
                                       roofing distribution company.                               

 DOUGLAS W. LOUGHRAN    58    Mr. Loughran has served:                                      1995   

                                   -   since September 1995, as a director of                      
                                       TomaHawk Corporation;                                       

                                   -   since July 1998, as president of Pieces                     
                                       Reliable Ltd., a wholesale distribution                     
                                       company;                                                    

                                   -   since June 1993, as president of Reliable                   
                                       Parts Inc., a wholesale distribution company;               

                                   -   since October 1989, as president of Columbia                
                                       Distributors Ltd., a wholesale distribution                 
                                       company;                                                    

                                   -   since 1980, as president of R&D Business                    
                                       Systems Ltd., a computer programming company;               
                                       and                                                         

                                   -   since 1957, as president of Reliable Parts                  
                                       Ltd., a wholesale distribution company.                     

 JONATHAN F. TURPIN     66    Mr. Turpin has served:                                        1995   

                                   -   since September 1995, as a director of                      
                                       TomaHawk Corporation; and                                   

                                   -   from April 1981 to November 1994, as the vice               
                                       president and general manager of Canadian                   
                                       Transport Co. Ltd., a British Columbia deep                 
                                       sea ship operating company.                                 

                                   Mr. Turpin is currently retired, and has worked                 
                              occasionally as a marine consultant for Fraser River                 
                              Harbour Commission of New Westminster, British                       
                              Columbia.                                                            

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     For a listing of the number of shares beneficially owned by each of the
above listed director nominees, see "Securities Ownership of Certain Beneficial 
Owners and Management."                                                         

BOARD OF DIRECTORS                                                              

      The existing Alberta corporation's articles of incorporation provide for
a range of one to nine directors, with the current authorized number set at     
four.  Each director is to be elected for a term of one year, and to hold office
until his or her successor is duly elected and qualified. In each case, a       
director serves for the designated term and until his or her respective         
successor is duly elected and qualified, unless he resigns or his seat on the   
board of directors becomes vacant due to his death, removal or other cause.     

BOARD MEETINGS AND COMMITTEES                                                   

During the year ended December 31, 1998, the existing Alberta     
corporation's board of directors held ______ meetings.  Each director           
attended at least 75% of the meetings held during 1998.                         

    The existing Alberta corporation's board of directors has appointed an
audit committee consisting of Mr. Turpin, Mr. Dusmet and Mr. Loughran.  However,
the audit committee has not met regularly and its duties have been discharged by
the entire board of directors at regular board of directors meetings.  The board
of directors does not maintain a compensation committee or a nominating         
committee.                                                                      

COMPENSATION OF THE EXISTING ALBERTA CORPORATION'S DIRECTORS                    

      We do not pay compensation on a regular basis to our directors for their
services as directors, but we do reimburse them for their reasonable expenses   
for attending board of directors meetings.  In 1998, after not paying any       
compensation to our directors from 1995 through 1997, we paid a total of US     
$34,270 to each of our directors to allow them to exercise options to purchase  
175,000 common shares and to pay their resulting tax obligations.  This amount  
included our accrual of an obligation to pay US $7,808 to each of our directors.
In addition, on March 18, 1998, we granted to each of our directors 225,000     
options to purchase common shares, vesting over a six month period, at an       
exercise price of Cdn. $0.22 per share, which was Cdn. $0.03 below the closing  
price of our common shares that day.                                            

BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION                         

    There are no interlocking relationships between our board of directors
and the board of directors or compensation committee of any other company.  This
type of interlocking relationship did not exist at any time during the year     
ended December 31, 1998.                                                        

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934            

Section 16(a) of the Securities Exchange Act requires a reporting 
company's officers, directors, and persons who own more than ten percent of a   
registered class of the reporting company's equity securities to file reports of
ownership and changes in ownership with the SEC.  Officers, directors and       
greater than ten percent stockholders are required by regulations of the SEC to 
furnish the company with copies of all Section 16(a) forms that they file.  If  
the Delaware domestication is approved, then we will become a reporting company.
However, we are currently not a reporting company, and our officers, directors  
and greater than ten percent stockholders are therefore not required to file    
Section 16(a) reports at this time.                                             

VOTE REQUIRED                                                                   

    The four director nominees receiving the highest number of affirmative
votes of the common shares present in person or represented by proxy at the     
annual and special meeting shall be elected as directors of the existing Alberta
corporation.                                                                    

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     Under Alberta law, votes withheld from any director nominee are counted
for purposes of determining the presence or absence of a quorum for the         
transaction of business, but have no other legal effect.  Holders of proxies    
solicited by this Proxy Statement and Information Circular will vote the proxies
received by them as directed on the proxy card or if no direction is made, for  
the election of our board's nominees.  If any of the director nominees is unable
or declines to serve as a director at the time of the annual and special        
meeting, the proxy holders will vote for a nominee designated by the present    
board of directors to fill the vacancy.  It is not presently expected that any  
of the nominees will be unable or will decline to serve as a director.          

     Our board of directors recommends a vote "FOR" each of the above listed
director nominees.                                                              

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      PROPOSAL THREE

     APPOINTMENT OF INDEPENDENT AUDITORS

GENERAL                                                                         

      Our board of directors recommends that you vote to appoint Ernst & Young
as our independent auditors for the year ended December 31, 1999.  Ernst & Young
LLP has served as our independent auditors since December 30, 1997 (see         
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations--Change in Accountants."  A representative of Ernst & Young LLP is   
expected to attend the annual and special meeting with the opportunity to make a
statement if he desires to do so, and is expected to be available to respond to 
your questions.                                                                 

  Holders of proxies solicited by this Proxy Statement and Information
Circular will vote the proxies received by them as directed on the proxy card or
if no direction is made, in favor of re-appointing Ernst & Young LLP as our     
independent auditors.                                                           

VOTE REQUIRED                                                                   

   Appointment of Ernst & Young LLP as independent auditors requires the
approval of a majority of the votes cast by the holders of common shares present
or represented by proxy at the annual and special meeting on this proposal.     

   Under Alberta corporate law, abstentions and broker non-votes are not
counted as for purposes of determining the presence or absence of a quorum for  
the transaction of business, and are not counted as votes cast.  Accordingly,   
abstentions and broker non-votes with respect to this proposal will not be      
considered and will not be counted in determining whether this proposal passes. 

Our board of directors recommends that you vote "FOR" the appointment of Ernst &
Young LLP as our independent auditors.                                          

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     PROPOSAL FOUR

     AUTHORIZATION TO CONDUCT PRIVATE PLACEMENTS

GENERAL                                                                         

The rules of The Alberta Stock Exchange provide that the aggregate number of    
securities which are issued pursuant to private placement transactions during   
any six month period generally cannot exceed 25% of the issuer's outstanding    
securities.  However, The Alberta Stock Exchange may consider a request by a    
listed company to exceed the 25% limit and may in certain circumstances require 
shareholder approval of such an increase.                                       

   The application of this requirement may restrict our ability to raise
capital in the future through private placements of our securities.             

  In particular, our board of directors considers it to be in our best
interests for us to retain flexibility in raising equity for working capital.   
The Alberta Stock Exchange has advised that it will accept advance approval by a
company's shareholders in anticipation of private placements that may exceed the
25% rule, providing such placements are completed within 12 months of the date  
the company's shareholders provide this advance approval.  By approving this    
proposal, you will be satisfying this advance shareholder approval requirement. 
Any private placement that we undertake will remain subject to regulatory       
approval, including approval of the Alberta Stock Exchange.                     

      Any future private placement that we undertake pursuant to this proposal
will be subject to the following additional restrictions:                       

         -    it cannot result in a change of control of TomaHawk Corporation;

        -    it cannot exceed 100% of our issued and outstanding securities;

         -    it must be completed within twelve months following the date the
advance shareholder approval is given; and        

       -    it must comply with the private placement pricing rules of The
            Alberta Stock Exchange, which currently require that the price
             per security must not be lower than the closing market price of
           the security on The Alberta Stock Exchange on the trading day
               prior to the date notice of the private placement is given to The
               Alberta Stock Exchange, less the applicable discount, as follows:

                                                                [Download Table]

Closing Market Price                Maximum Discount
--------------------                ----------------
                                                    
Cdn. $0.50 or less                         25%      
Cdn. $0.51 - $1.00                         20%      
Cdn. $1.01 - $2.00                         18%      
Cdn. $2.01 - $5.00                         15%      
over Cdn. $5.00                            10%      

  We will negotiate a private placement only if our board of directors
believes that the subscription price is reasonable under the circumstances and  
if the funds are required to continue or expand our activities.  IF THIS        
PROPOSAL IS APPROVED, WE MAY SELL COMMON SHARES THROUGH PRIVATE PLACEMENTS      
AUTHORIZED BY THIS PROPOSAL TO DIRECTORS, OFFICERS, EMPLOYEES AND OTHER INSIDERS
OF THE EXISTING ALBERTA CORPORATION.                                            

THE PROPOSED RESOLUTION                                                         

 The text of the ordinary resolution to be considered at the meeting
approving the private placement is as follows:                                  

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  "BE IT RESOLVED, as an ordinary resolution, that the issuance by the
Corporation in one or more private placements of such number of   
     securities that could result in the Corporation issuing during the next
   twelve (12) months an amount of common shares that exceeds 25% but is
    equal to or less than 100% of the Corporation's issued and outstanding
     common shares, subject to the restrictions described in the Information
   Circular of the Corporation dated April 8, 1999, including regulatory
approval, be and is hereby approved."                             

VOTE REQUIRED                                                                   

     The authorization of future private placements requires the approval of
a majority of the votes cast by the holders of common shares present or         
represented by proxy at the annual and special meeting on this proposal.        

   Under Alberta corporate law, abstentions and broker non-votes are not
counted as for purposes of determining the presence or absence of a quorum for  
the transaction of business, and are not counted as votes cast.  Accordingly,   
abstentions and broker non-votes with respect to this proposal will not be      
considered and will not be counted in determining whether this proposal passes. 

     Our board of directors recommends that you vote "FOR" the authorization
of future private placements.                                                   

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     PROPOSAL FIVE

      DOMESTICATION INTO THE STATE OF DELAWARE

GENERAL                                                                         

    The existing Alberta corporation is a corporation formed and operating
under the corporate laws of Alberta.  You will be asked at the annual and       
special meeting to pass a resolution that:                                      

        -    authorizes the existing Alberta corporation to domesticate into
          the State of Delaware pursuant to Section 388 of the General
              Corporation Law of the State of Delaware, thereby continuing the
       existing Alberta corporation as if it had been originally
     incorporated under Delaware corporate law as a Delaware
corporation; and                                  

      -    changes the existing Alberta corporation's authorized capital
from:                                             

            -  an unlimited number of common shares without par value;

              -  an unlimited number of class "B" common non-voting shares
without par value;                      

               -  an unlimited number of preferred shares without par value;

             -  a first series of preferred shares consisting of 100,000
             shares without nominal or par value, designated as 6%
             non-cumulative redeemable retractable first preferred
shares, Series A; and                   

            -  an unlimited number of Class A, Series I, Series II and
Series III Preferred Shares;            

to:                                               

               -  20,000,000 shares of common stock, US $0.001 par value per
share;                                  

             -  750,000 shares of Class A Preferred Stock, US $0.001 par
value per share; and                    

               -  750,000 shares of preferred stock, US $0.001 par value per
share.                                  

    If the shareholders approve this proposal, then, before completing the
Delaware domestication, subject to approval by The Alberta Stock Exchange, we   
will effect a one-for-fifteen consolidation of the common shares and            
corresponding name change of the existing Alberta corporation whereby TomaHawk  
Corporation will be renamed TomaHawk Engineering, Inc.  Our shareholders        
authorized this common share consolidation and name change on September 22,     
1998.                                                                           

    After the one-for-fifteen common share consolidation is completed, the
new Delaware corporation's authorized share capital will consist of 20,000,000  
shares of common stock, 750,000 shares of Class A Preferred Stock and 750,000   
shares of preferred stock.  No fractional shares will be issued in the common   
share consolidation.  Any fractional shares remaining after aggregating all     
fractional shares held by a shareholder will be rounded up to the nearest whole 
share.  For example, if you hold 100 common shares before the common share      
consolidation, then after the common share consolidation you will hold seven    
shares of common stock.                                                         

Upon the effectiveness of the Delaware domestication, the BUSINESS
CORPORATIONS ACT (Alberta) will cease to apply and Delaware corporate law will  
govern us as if the existing Alberta corporation had been incorporated          
originally in Delaware.  Except as is otherwise described in this Proxy         
Statement and Information Circular, the Delaware domestication will not cause   
any change in our business, assets, liabilities, net worth or management.       

   After the Delaware domestication, you will hold securities of the new
Delaware corporation, and the common stock of the Delaware Corporation will     
continue to trade on The Alberta Stock Exchange.  We do not anticipate that any 
shares of the Class A Preferred Stock or the preferred stock will trade publicly
on any exchange.  Upon consummation of the Delaware domestication, the new      
Delaware corporation will file a Current Report on                              

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Form 8-K with the SEC to reflect the Delaware domestication for the purposes of 
Section 15(d) of the Securities Exchange Act.                                   

You have the right to dissent to the Delaware domestication (see  
"--Right of Dissent").  If you choose to exercise your dissenter's rights and we
effect the Delaware domestication, then we will be required to purchase for cash
your common shares at their fair value as of __________, 1999.  If enough of    
our shareholders dissent to the Delaware domestication, then our obligation to  
purchase their common shares could affect adversely our financial condition.    
Accordingly, if our board of directors determines that completing the Delaware  
domestication will not be in our best interests, then our board of directors    
will not proceed with the Delaware domestication.                               

PRINCIPAL REASONS FOR THE DELAWARE DOMESTICATION                                

  Our board of directors believes that the focus of our operations and
business is in the United States.  Accordingly, our board of directors believes 
that the laws of a state of the United States should govern our company.  In    
addition, the following factors weigh in favor of our domesticating into        
Delaware:                                                                       

     SIMPLIFICATION OF CORPORATE STRUCTURE.  Our board of directors believes
that our corporate structure is unnecessarily complicated and that we should    
consolidate our corporate structure.  To this end, we recently amalgamated with 
TomaHawk Imaging & Financial, Inc., a wholly-owned subsidiary and the former    
parent of TomaHawk II, Inc.  We would like to further simplify our corporate    
structure by merging with TomaHawk II, Inc. after the completion of the Delaware
domestication.  However, Alberta corporate law does not permit an Alberta       
corporation to merge with non-Alberta corporations.  Effecting the Delaware     
domestication will allow us to merge with our subsidiary TomaHawk II, Inc. in   
the future, thereby completing the consolidation of our corporate structure.    

   COMMERCIAL ADVANTAGE.  Virtually all of our significant customers are
located within the United States.  Although our status as a Canadian company    
does not preclude us from performing services for these customers, it has at    
times complicated our sales negotiations in the past and may disadvantage our   
future negotiations if potential customers are reluctant to work with a foreign 
service provider.  We believe this disadvantage may occur particularly in the   
aerospace and defense industries.  We believe that eliminating this potential   
disadvantage will help us attract more business.  For these reasons, our board  
of directors believes that we will gain a commercial advantage by domesticating 
into Delaware.                                                                  

    NO BUSINESS REASON TO REMAIN DOMICILED IN CANADA.  We currently do not
have any business reason for our incorporation in Canada.  In addition, we have 
no facilities, employees or operations in Canada, and most of our shareholders  
are located within the United States.                                           

  REDUCTION OF CANADIAN TAX AND REGULATORY OBLIGATIONS.  As an Alberta
corporation, we currently are subject to Canadian tax requirements.  We also are
subject to tax in the United States because our operations are conducted through
our subsidiary, TomaHawk II, Inc., an Illinois corporation.  By domesticating   
into Delaware, our board of directors believes that we will reduce significantly
our ongoing Canadian tax obligations.  In addition, we will eliminate our need  
to comply with the regulations of the Registrar of Corporations for the Province
of Alberta and Alberta corporate law.  You should note, however, that, if we    
complete the Delaware domestication, then we will have to comply with U.S.      
securities regulations.                                                         

  ADVANTAGES OF DELAWARE LAW.  For many years, Delaware has encouraged
incorporation in that state and has adopted comprehensive, modern and flexible  
corporate laws, which are periodically updated and revised to meet changing     
business needs.  In addition, the Delaware courts have developed considerable   
expertise in dealing with corporate issues and have developed a substantial body
of case law interpreting Delaware corporate law and establishing public policies
with respect to Delaware corporations.  As a result, many major corporations    
have chosen to incorporate in Delaware or have later reincorporated in Delaware 
in a manner similar to our proposed domestication.                              

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CHANGE IN PAR VALUE OF EQUITY SECURITIES                                        

  In connection with the proposed Delaware domestication, our board of
directors has proposed that we establish a par value of the shares of our common
stock, preferred stock and Class A Preferred Stock of US $0.001 par value per   
share.  The existing Alberta corporation's capital stock has no par value.  Our 
board of directors believes that the change will be in our best interests and   
the best interests of our stockholders, because the Delaware franchise fees     
applicable to no par value shares are significantly higher than those for US    
$0.001 par value shares.  Par value represents the minimum consideration which  
must be received by a company for the issuance of a share of stock.  The change 
in par value will have no effect upon your rights as a shareholder.  By voting  
in favor of the Delaware domestication, you are voting in favor of establishing 
the US $0.001 par value per share of our shares of common stock, preferred stock
and Class A Preferred Stock.  If this Proposal Five is approved, then the new   
Delaware corporation's certificate of incorporation to be filed with the        
Secretary of State of the State of Delaware will reflect this change.           

BOARD OF DIRECTORS HAS DISCRETION TO EFFECT DELAWARE DOMESTICATION              

Notwithstanding the shareholders' approval of the Delaware        
domestication, our board of directors may elect not to effect the Delaware      
domestication if, for example:                                                  

-    the Delaware domestication causes the existing Alberta 
corporation to incur substantial tax liability;   

      -    a significant number of the shareholders exercise dissenter's
rights; or                                        

          -    our board of directors determines that the Delaware domestication
          is not in the best interests of TomaHawk Corporation and its
shareholders.                                     

   If the Delaware domestication is not effected, then we will remain an
Alberta corporation.                                                            

CORPORATE GOVERNANCE DIFFERENCES; DELAWARE AND ALBERTA LAW COMPARISONS.         

    By approving the Delaware domestication, you will approve the proposed
certificate of incorporation (attached hereto as APPENDIX II) and bylaws        
(attached hereto as APPENDIX III), and agree to hold securities in a corporation
governed by Delaware corporate law.  In exercising your vote, you should        
consider the distinctions between Delaware and Alberta corporate law, some of   
which are outlined below.                                                       

      Delaware corporate law and the new Delaware corporation's certificate of
incorporation and bylaws differ in many respects from Alberta corporate law and 
the existing Alberta corporation's charter documents.  Please note, however,    
that the new Delaware corporation's certificate of incorporation includes       
certain shareholder rights required by Alberta corporate law to effect the      
Delaware domestication.  The following discussion summarizes certain differences
that could affect materially your rights as a shareholder.  THE FOLLOWING       
SUMMARIES OF THE NEW DELAWARE CORPORATION'S PROPOSED CERTIFICATE OF             
INCORPORATION AND BYLAWS ARE NOT COMPLETE AND SHOULD BE READ IN CONJUNCTION WITH
THE NEW DELAWARE CORPORATION'S PROPOSED CERTIFICATE OF INCORPORATION (ATTACHED  
AS APPENDIX II) AND BYLAWS (ATTACHED AS APPENDIX III).                          

     SHAREHOLDER QUORUM.  Under our current bylaws, the presence of at least
two individuals holding or representing a total of at least 20% of our          
outstanding shares that are entitled to attend and vote at the meeting          
constitutes a quorum.  Under Delaware corporate law, a corporation's certificate
of incorporation and bylaws may specify the number of shares necessary to       
constitute a quorum at any meeting of stockholders; provided, however, that a   
quorum may not consist of less than one-third of the shares entitled to vote at 
the meeting.  The new Delaware corporation's proposed bylaws provide that a     
majority of the shares entitled to vote, present in person or represented by    
proxy, is required for a quorum at a meeting of stockholders.                   

    SUPERMAJORITY.  Alberta corporate law requires, and Delaware corporate
law permits, the adoption of a higher requisite vote for certain types of       
corporate action, subject to certain limitations.  Alberta corporate law        

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provides that the approval of two-thirds of the votes present and voting at an  
annual and special meeting of shareholders is required to amend the existing    
Alberta corporation's charter documents, including changing the corporation's   
name, altering its share capital or any of the rights attached to any shares and
approving certain extraordinary corporate transactions.  Delaware corporate law 
generally has no limit on how high a percentage the vote must be, provided that 
the supermajority requirements are specified in a corporation's certificate of  
incorporation.  Proposal Nine would amend the new Delaware corporation's        
certificate of incorporation and bylaws to provide for a supermajority vote to  
amend certain sections of the certificate of incorporation and bylaws.  See     
"Proposal Nine--Amendment to the New Delaware Corporation's Certificate of      
Incorporation and Bylaws to Require a Supermajority Vote to Amend Certain       
Provisions of the New Delaware Corporation's Certificate of Incorporation and   
Bylaws."                                                                        

      REQUIRED APPROVALS OF SHAREHOLDERS.  Alberta corporate law requires that
at least two-thirds of the votes present or represented by proxy and voting at a
meeting must approve various extraordinary corporate transactions, including    
mergers, the sale of substantially all of a corporation's assets or the change  
of a corporation's domicile.  Under Delaware corporate law, stockholders holding
a majority of the outstanding shares entitled to vote generally must approve    
these extraordinary transactions.  Because the existing Alberta corporation's   
quorum requirements are more easily met than those of the new Delaware          
corporation (see "--Shareholder Quorum"), shareholder action can be taken under 
Alberta corporate law with a smaller percentage of the vote than is required    
under Delaware corporate law.                                                   

EXAMINATION OF CORPORATE RECORDS.  Under Alberta corporate law, a 
corporation's directors and shareholders, including their agents and legal      
representatives, may examine the following documents free of charge during the  
corporation's usual business hours:                                             

          -    the articles of incorporation, bylaws and all amendments thereto;

        -    any unanimous shareholder agreement and all amendments thereto;

   -    the minutes of all shareholders' meetings and resolutions;

-    the securities register;                               

-    copies of the financial statements; and                

         -    copies of all documents filed with the Registrar of Corporations
of the Province of Alberta.                       

     In addition, shareholders are entitled upon request, without charge, to
one copy of the corporation's articles of incorporation and bylaws, including   
any amendments thereto, and to one copy of any unanimous shareholder agreement, 
including any amendments thereto.                                               

      Under Delaware corporate law, stockholders have the right for any proper
purpose to inspect, upon written demand under oath stating the purpose for the  
inspection, the corporation's stock ledger, list of stockholders, and its other 
books and records, and to make copies or extracts of the same.  A proper purpose
means a purpose reasonably related to a person's interest as a stockholder.     

     MINORITY (DISSENTER'S) RIGHTS.  Under Alberta corporate law, holders of
shares of any class of the existing Alberta corporation have the right to       
dissent from certain corporate acts involving:                                  

     -    amendments to the existing Alberta corporation's articles of
               incorporation to add, change or remove any provisions restricting
the issue or transfer of shares of that class;    

     -    amendments to the existing Alberta corporation's articles of
               incorporation to change or remove any restriction on the business
in which the corporation may engage;              

         -    amalgamation with a corporation which is not wholly owned by the
existing Alberta corporation;                     

 -    continuation under the laws of another jurisdiction; and

-    transfers of substantially all of the existing Alberta 
corporation's assets.                             

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      Under Delaware corporate law, stockholders have the right to dissent and
exercise appraisal rights only with respect to certain forms of corporate       
mergers and consolidations.  In addition, under Delaware corporate law,         
appraisal rights are not available with respect to any shares of stock if, at   
the record date fixed to determine the stockholders entitled to vote on the     
merger or consolidation:                                                        

    -    the shares were listed on a national securities exchange or
               designated as a national market system security on an interdealer
        quotation system by the National Association of Securities
Dealers, Inc.; or                                 

   -    the shares were held of record by more than 2,000 holders.

However, appraisal rights are available if, under the terms of an agreement of  
merger or consolidation, the stockholders are required to accept for their stock
something other than:                                                           

-    shares of stock of the surviving corporation;          

      -    shares of stock of any other corporation which is listed on a
             national securities exchange or designated as a national market
       system security or an interdealer quotation system by the
           National Association of Securities Dealers, Inc. or which has
more than 2,000 stockholders of record;           

-    cash instead of fractional shares; and/or              

-    any combination of the above.                          

The new Delaware corporation's certificate of incorporation will provide the    
same dissenter's rights as provided by Alberta corporate law.  However, the new 
Delaware corporation's certificate of incorporation could be amended in the     
future to eliminate this type of dissenter's rights.                            

    THEREFORE, IN APPROVING THE DELAWARE DOMESTICATION, YOU MAY FOREGO THE
MORE EXTENSIVE DISSENTER'S RIGHTS UNDER ALBERTA CORPORATE LAW WITH RESPECT TO   
FUTURE ACTIONS.                                                                 

 DISQUALIFICATION OF DIRECTORS.  Alberta corporate law prohibits the
following persons from serving as a director:                                   

-    persons under age 18;                                  

-    persons who are mentally infirm;                       

-    corporations; and                                      

-    undischarged bankrupts.                                

   Delaware corporate law contains no comparable statutory prohibitions.

   PERSONAL LIABILITY OF DIRECTORS.  Alberta corporate law provides that
every director, in exercising his powers and discharging his duties, will act   
honestly and in good faith and in the best interests of the corporation and     
exercise the care, diligence and skill of a reasonably prudent person.  Alberta 
corporate law also specifically imposes joint and several personal liability    
upon directors who vote for or consent to a resolution that violates applicable 
provisions of Alberta corporate law relating to the acquisition of a            
corporation's own shares, the payment of commissions on a sale of a             
corporation's shares, the payment of dividends, financial assistance, payment of
an indemnity, or payment to a shareholder, subject to certain limited defenses. 
Alberta corporate law provides that this liability is in addition to and not    
instead of any liability imposed on a director by any other legislation,        
regulation or rule of law.                                                      

Alberta corporate law entitles a shareholder or a director of the 
corporation, with the approval of the Court of Queen's Bench of Alberta and in  
the name of the corporation, to commence legal proceedings to enforce a duty or 
right owed to the corporation or to obtain monetary damages for breach of the   
right or duty whether the right or duty arises under Alberta corporate law.     
Shareholders may bring derivative actions on behalf of a corporation            

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against the corporation's directors for cash damages or to enforce rights or    
duties owed by the director to the corporation.  Under Alberta corporate law,   
there is no statutory limitation with respect to the monetary liability that may
be imposed on directors and the existing Alberta corporation's articles of      
incorporation and bylaws do not contain these limitations.                      

   Under Delaware corporate law, the directors of a corporation act in a
fiduciary capacity and owe the duties of loyalty and due care to the corporation
and its stockholders.  Delaware corporate law entitles a stockholder to bring   
derivative actions against officers and directors of a corporation for breach of
their fiduciary duty to the corporation and its stockholders or for other       
fraudulent misconduct, so long as the stockholder was a stockholder of the      
corporation at the time of the transaction in question or that he or she        
obtained the stock thereafter solely by operation of law.                       

      Delaware corporate law permits a corporation to adopt a provision in its
certificate of incorporation eliminating the liability of a director to the     
corporation or its stockholders for monetary damages for breach of the          
director's fiduciary duty of care, except where the liability arises from:      

         -    a breach of the director's duty of loyalty to the corporation or
its stockholders;                                 

   -    acts or omissions not in good faith, involving intentional
misconduct or a knowing violation of law;         

     -    unlawfully paying a dividend, approving stock repurchases or
redemptions; or                                   

      -    a transaction where the director derived an improper personal
benefit.                                          

    The new Delaware corporation's certificate of incorporation eliminates
the liability of its directors to the fullest extent permissible under          
applicable law.  The foregoing limitations on monetary damages have no effect,  
however, on the standard of care to which directors must conform or the         
availability of monetary damages.                                               

INDEMNIFICATION.  Delaware corporate law generally provides that a
corporation shall indemnify a director against all costs, charges and expenses  
actually and reasonably incurred by the director, including an amount paid to   
settle an action or satisfy a judgment in a civil, criminal or administrative   
action to which the director is a party by reason of his having been a director,
provided that the director was acting in good faith.  The indemnification       
permitted under Delaware corporate law does not differ substantially in nature  
or extent from that permitted under Alberta corporate law and currently provided
for in the articles of incorporation and bylaws of the existing Alberta         
corporation.  Insofar as indemnification for liabilities arising under the      
Securities Act may be permitted to directors, officers or controlling persons,  
the SEC has indicated that this indemnification is against public policy as     
expressed in the Securities Act.                                                

After the Delaware domestication, we intend to enter into         
indemnification agreements with our directors and executive officers.  See      
"Proposal Ten--Approval of Form Indemnification Agreement."                     

 CUMULATIVE VOTING FOR THE ELECTION OF DIRECTORS.  Cumulative voting
entitles each shareholder to cast a number of votes that is equal to the number 
of voting shares held by the shareholder multiplied by the total number of      
directors to be elected.  Shareholders may cast these votes for one nominee or  
distribute the votes among up to as many candidates as there are positions to be
filled.  Without cumulative voting, a shareholder or group of shareholders must 
hold a majority of the voting shares to cause the election of one or more       
nominees.  Cumulative voting enables a minority shareholder or group of         
shareholders holding a relatively small number of shares to elect a             
representative or representatives to the board of directors.                    

Under Alberta corporate law and Delaware corporate law, cumulative
voting is permitted only if provided for in a corporation's articles of         
incorporation or certificate of incorporation.  Neither the existing Alberta    
corporation's articles of incorporation nor the new Delaware corporation's      
proposed certificate of incorporation provide for cumulative voting.            

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LOANS TO OFFICERS AND EMPLOYEES.  Under Alberta corporate law, a  
corporation may give financial assistance to:                                   

        -    any person in the ordinary course of business if the lending of
            the money is part of the ordinary business of the corporation;

         -    any person on account of expenditures incurred or to be incurred
on behalf of the corporation;                     

-    to the corporation's holding company;                  

-    to the corporation's subsidiary;                       

    -    to the corporation's (or its affiliates') employees for the
purchase of a home; or                            

          -    to the corporation's (or its affiliates') employees in accordance
            with a plan for the purchase of the corporation's shares to be
held by a trustee;                                

provided that (1) the corporation is not insolvent (or, in the case of a loan,  
would not be made insolvent by giving the loan) at the time it gives the        
financial assistance, and (2) the realizable value of the corporation's assets  
would not be less than the aggregate of its liabilities and stated capital after
giving effect to the financial assistance.                                      

 Under Delaware corporate law, a corporation may make loan subsidies
(including loans to directors who are also officers or employees) when these    
loans, in the judgment of the directors, may reasonably be expected to benefit  
the corporation.                                                                

     DIVIDENDS AND REPURCHASES OF SHARES.  Alberta corporate law prohibits a
corporation from acquiring any of its own shares if the corporation is insolvent
or would be rendered insolvent by the acquisition.  The declaration and payment 
of dividends is regulated entirely by a corporation's articles of incorporation,
which typically give the directors authority to declare dividends.              

Delaware corporate law permits a corporation to declare and pay   
dividends out of surplus or, if there is no surplus, out of net profits for the 
fiscal year in which the dividend is declared and/or for the preceding fiscal   
year.  However, the amount of capital of the corporation following the          
declaration and payment of the dividend cannot be less than the aggregate amount
of the capital represented by the outstanding stock of all classes having a     
preference upon the distribution of assets.  In addition, Delaware corporate law
generally provides that a corporation may redeem or repurchase its shares only  
if the redemption or repurchase would not impair the capital of the corporation.

INTERESTED DIRECTOR TRANSACTIONS.  Under Alberta corporate law,   
transactions in which a director has an interest are valid if the transaction is
fair and reasonable at the time it was entered into and, after full disclosure  
by the interested director, the transaction is approved by either a majority of 
(1) the directors not involved in the transaction at a meeting at which a quorum
is present, or (2) the shareholders.  If a director or officer fails to disclose
his interest in a material transaction, a court may, on the application of the  
corporation or any of its shareholders, set aside the transaction.              

 Under Delaware corporate law, if board approval is sought, then the
transaction must be approved by a majority of the disinterested directors (even 
if the number of disinterested directors does not constitute a quorum).         

      ANTI-TAKEOVER EFFECTS.  Certain provisions of Delaware corporate law, of
the new Delaware corporation's certificate of incorporation and bylaws, and the 
proposed amendments to the new Delaware corporation's certificate of            
incorporation and bylaws may have an anti-takeover effect.  See Proposals Six   
through Nine and "Description of Capital Stock Change of Control Provisions."   
These provisions may delay, defer or prevent a hostile tender offer or takeover 
attempt that a stockholder might consider in his or her best interest, including
those attempts that might result in the payment of an additional amount over the
market price for the shares held by stockholders.  Despite these anti-takeover  
implications, the proposals to be voted on at the annual and special meeting are
not intended to prevent an acquisition of the existing Alberta corporation.  We 
are not aware of any effort to accumulate the                                   

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existing Alberta corporation's securities or to obtain control of the existing  
Alberta corporation by means of a merger, tender offer or solicitation in       
opposition to management or otherwise.                                          

-    DELAWARE ANTI-TAKEOVER LAW.  Section 203 of the General
            Corporation Law of the State of Delaware applies to a Delaware
           corporation with a class of voting stock listed on a national
             securities exchange, authorized for quotation on an interdealer
              quotation system or held of record by 2,000 or more persons.  In
       general, Section 203 prevents an "interested stockholder"
      (defined generally as any person owning 15% or more of a
            corporation's outstanding voting stock, including the person's
     affiliates and associates) from engaging in a "business
      combination" with a Delaware corporation for three years
             following the time the person became an interested stockholder,
unless:                                           

              -    before the person became an interested stockholder, the
                   board of directors approved the business combination or
                     the transaction that resulted in the stockholder becoming
an interested stockholder;          

              -    upon consummation of the transactions which resulted in
                   the stockholder becoming an interested stockholder, the
                   interested stockholder owned at least 85% of the voting
                stock of the corporation outstanding at the time the
                    transaction commenced, excluding stock held by directors
                    who are also officers of the corporation and by employee
                     stock plans that do not provide employees with the rights
                   to determine confidentially whether shares held subject
                to the plan will be tendered in a tender or exchange
offer; or                           

        -    at or subsequent to the time the person became an
               interested stockholder, the business combination is
                     approved by the board of directors of the corporation and
         authorized at an annual or special meeting of
                     stockholders by the affirmative vote of the holders of at
                least 66 2/3% of the outstanding voting stock of the
                corporation not owned by the interested stockholder.

                    The restrictions described above do not apply to certain
         business combinations proposed by an interested stockholder
        following the announcement of one of certain extraordinary
             transactions involving the corporation and a person who had not
               been an interested stockholder during the previous three years or
         who became an interested stockholder with the approval of a
majority of the corporation's directors.          

        -    SIZE OF THE BOARD OF DIRECTORS.  Alberta corporate law provides
               that the board of directors may fix the exact number of directors
          within a stated range specified in the corporation's charter
      documents, if that stated range has been approved by the
              shareholders.  Delaware corporate law permits the corporation to
             adopt a provision in its certificate of incorporation or bylaws
               authorizing the board of directors alone to change the authorized
               number or the range of directors by amendment to the bylaws.  The
              new Delaware corporation's proposed certificate of incorporation
               provides that the number of directors will be as specified in its
          bylaws and authorizes the board of directors to make, alter,
      amend or repeal the bylaws.  The ability of the board of
           directors to alter the size of the board of directors without
              stockholder approval will enable the new Delaware corporation to
       respond quickly to a potential opportunity to attract the
            services of a qualified director or to eliminate a vacancy for
which a suitable candidate is not available.      

  -    ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS AND
              DIRECTOR NOMINATIONS.  Under Alberta corporate law, we must, not
               less than 42 days before a general meeting at which a director is
             to be elected, publish in a Calgary newspaper an advance notice
               of the record date of the meeting giving the date of the meeting.
     We must mail proxy solicitation materials to registered
    shareholders not less than 21 days before the meeting.
             Shareholders holding not less than 5% of the shares entitled to
              vote at a meeting may submit a written proposal to management of
          a corporation for the election of directors at least 90 days
           before the anniversary date of the previous annual meeting of
        shareholders.  However, this requirement does not preclude
             shareholders from nominating directors at the annual meeting of
shareholders.                                     

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                    If approved, Proposal Six will require that stockholders
   seeking to bring business before an annual meeting of
               stockholders, or to nominate candidates for election as directors
             at an annual or a special meeting of stockholders, must provide
            timely notice of the proposal or nomination in writing.  To be
             timely, a stockholder's notice will have to be delivered to, or
      mailed and received at, our principal executive offices:

            -    for an annual meeting, not less than seventy days nor
                    more than ninety days before the anniversary date of the
                     immediately preceding annual meeting of stockholders, and

              -    for a special meeting, not more than ninety days before
               the special meeting, and not less than the later of
                     seventy days before the special meeting or ten days after
               the public announcement of the date of the meeting.

                  Proposal Six also specifies certain requirements for a
       stockholder's notice to be in proper written form.  These
             provisions may preclude some stockholders from bringing matters
             before the stockholders at an annual or special meeting or from
               making nominations for directors at an annual or special meeting.

          -    SPECIAL MEETINGS OF SHAREHOLDERS.  Alberta corporate law provides
     that the board of directors or the holders of 5% of the
        outstanding shares with a right to vote can call a special
              meeting.  Under Delaware corporate law, a special meeting may be
     called by the board of directors or by any other person
     authorized to do so in the corporation's certificate of
               incorporation or bylaws.  The new Delaware corporation's proposed
           bylaws authorize the board of directors or any stockholder or
          stockholders collectively representing 5% of the outstanding
            shares of common stock to call a special meeting.  If Proposal
         Seven is approved, then only our board of directors will be
        authorized to call a special meeting of stockholders.  See
          "Proposal Seven--Amendment to the New Delaware Corporation's
              Certificate of Incorporation and Bylaws to Prohibit Stockholders
 from Calling Special Meetings of the Stockholders."

        -    SHAREHOLDER ACTION BY WRITTEN CONSENT.  Under Alberta corporate
            law, a resolution in writing signed by all of the shareholders
             entitled to vote on that resolution is as valid as a vote taken
            at a meeting of shareholders.  Under Delaware corporate law, a
         majority of stockholders entitled to vote on a proposal may
           execute an action by written consent instead of a stockholder
           meeting, unless this right is eliminated in the corporation's
            certificate of incorporation.  If approved, Proposal Five will
            eliminate the stockholders' ability to act by written consent.
            Elimination of written consents of stockholders could lengthen
              the amount of time required to take stockholder actions, because
               certain actions by written consent are not subject to the minimum
               notice requirement of a stockholders meeting.  The elimination of
        stockholders' written consents may deter, however, hostile
          takeover attempts by preventing a holder or group of holders
           controlling a majority in interest of a corporation's capital
  stock from amending the corporation's certificate of
         incorporation or bylaws or removing directors by means of a
stockholder's written consent.                    

        -    AMENDMENTS TO THE CERTIFICATE OF INCORPORATION AND BYLAWS.  The
             existing Alberta corporation's articles of incorporation may be
      amended if approved by two-thirds of the votes cast at a
       shareholders meeting.  Amendments to the existing Alberta
             corporation's bylaws, however, may be made by a simple majority
      of the votes cast.  An amendment to the existing Alberta
              corporation's articles of incorporation becomes effective on the
      date shown in the certificate of amendment issued by the
              Registrar of Corporations for the Province of Alberta on receipt
of the articles of amendment.                     

                    Delaware corporate law provides that the vote of holders
         of a majority of the outstanding shares entitled to vote is
        required to alter, amend, change or repeal a corporation's
              certificate of incorporation, unless a greater vote is otherwise
              specified in the certificate of incorporation.  If Proposal Nine
           is approved, then a two-thirds vote will be required to amend
              certain provisions of the new Delaware corporation's certificate
             of incorporation and bylaws.  (See "Proposal Nine--Amendment to
         the New Delaware Corporation's Certificate of Incorporation
         and Bylaws to Require a Supermajority Vote to Amend Certain
Provisions of the New Delaware Corporation's      

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            Certificate of Incorporation and Bylaws").  This limitation on
   the ability of stockholders to amend the new Delaware
            corporation's charter documents may make a potential change in
          control of the new Delaware corporation a lengthier and more
          difficult process.  See "Proposal Nine--Amendment to the New
            Delaware Corporation's Certificate of Incorporation and Bylaws
            to Require a Supermajority Vote to Amend Certain Provisions of
         the New Delaware Corporation's Certificate of Incorporation
and Bylaws."                                      

REGULATORY APPROVAL                                                             

The existing Alberta corporation will apply to the Registrar of   
Corporations for the Province of Alberta for permission to continue the existing
Alberta corporation into the State of Delaware.  This approval must be obtained 
for the Delaware domestication to take place.  The existing Alberta corporation 
must also file a Certificate of Domestication with the Secretary of State of the
State of Delaware.  There are no other regulatory approvals necessary for       
consummation of the Delaware domestication.                                     

TAX CONSIDERATIONS                                                              

     The following sections summarize certain provisions of U.S. federal and
Canadian federal income tax laws that may affect us and our shareholders.  This 
summary applies to shareholders that are corporations or individuals resident in
Canada or the United States who hold their shares as capital property.  This    
summary generally does not apply to shareholders that are trusts, deferred      
income plans or similar entities.                                               

     Although this summary discusses certain tax considerations that we deem
material to your decision regarding Proposal Five, it does not discuss all of   
the U.S. federal and Canadian federal income tax consequences that may be       
relevant to you, nor will it apply to the same extent or in the same way to all 
shareholders.  We provide no information with respect to the effect of any      
state, local or provincial tax law, rule or regulation, or any foreign tax law, 
other than the federal income tax law of Canada and the United States to the    
extent specifically described in this discussion.  WE URGE YOU TO CONSULT WITH  
YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE DELAWARE
DOMESTICATION.                                                                  

     We have not sought an advance tax ruling or interpretation from any tax
authority with respect to any of the transactions discussed in this Proxy       
Statement and Information Circular.  Consequently, the tax consequences to you  
could differ from the consequences discussed below.                             

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS.  This discussion of   
potential tax consequences is included for general information only.  It does   
not address the provincial, local or foreign tax aspects of the Delaware        
domestication.  The following summary is based on:                              

       -    provisions of the INCOME TAX ACT (Canada), as amended to date;

-    regulations related to the INCOME TAX ACT (Canada);    

       -    draft legislation amending the INCOME TAX ACT (Canada) and its
             related regulations that was released prior to the date of this
Proxy Statement and Information Circular;         

  -    the Canada - U.S. Tax Convention, as amended to date; and

         -    where applicable, our tax advisors' understanding of the current
              administrative practices and policies of the Canadian Department
of National Revenue, Customs, Excise and Taxation.

  Changes to relevant Canadian federal income tax law could affect the
opinions discussed in this Proxy Statement and Information Circular.  YOU SHOULD
CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE DELAWARE
DOMESTICATION TO YOU, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL,          
PROVINCIAL, LOCAL AND FOREIGN TAX LAWS.                                         

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               RESIDENTS OF CANADA.  This discussion generally addresses certain
    Canadian federal income tax consequences of the Delaware domestication
to shareholders residing in Canada that, within the meaning of the
INCOME TAX ACT (Canada):                                          

               -    hold their shares of the existing Alberta corporation as
"capital property;" and             

     -    deal at arm's length with the existing Alberta
corporation.                        

      Your common shares generally will be considered "capital property" under
Canadian tax law unless you:                                      

-    are a trader or dealer in securities; or 

           -    hold the shares for a purpose other than investment.

    NON-DISSENTING SHAREHOLDERS.  If you are a resident Canadian
    shareholder and do not dissent to the Delaware domestication, then you
     generally will not be considered to have disposed of your common shares
   as a result of the Delaware domestication.  The adjusted cost base of
your shares of the new Delaware corporation's stock will equal the
   adjusted cost base of your shares of the existing Alberta corporation
immediately prior to the Delaware domestication.                  

        Upon the completion of the Delaware domestication, the shares of
   the new Delaware corporation's capital stock will constitute "foreign
property" for purposes of deferred income plans in Canada, such as
   registered retirement savings plans.  A Canadian deferred income plan
    may not hold more than 20% of its investments (based on original cost)
   in foreign property without incurring tax penalties.  If you hold any
shares of TomaHawk Corporation in a deferred income plan, then you
   should carefully review your foreign property limits and consult your
tax advisors.                                                     

     If you are a Canadian resident, then you must include in your
  income for Canadian federal income tax purposes 100% of the Canadian
   dollar equivalent of the amount of any dividend that you receive from
  the new Delaware corporation at any time after the completion of the
     Delaware domestication.  Dividends paid by the new Delaware corporation
also would be subject to U.S. withholding tax.  Depending on your 
   particular circumstances, this withholding tax may or may not qualify
     for a credit against Canadian federal income tax or a deduction against
Canadian taxable income.                                          

DISSENTING SHAREHOLDERS.  If you dissent to the Delaware
     domestication and we complete the Delaware domestication, then you will
     be treated as if you had received a dividend equal to the amount of the
excess, if any, of the amount deemed paid for your shares over the
    amount of the paid-up capital of your shares.  Under Canadian tax law,
an individual shareholder resident in Canada who dissents to the  
 Delaware domestication is required to include as income 125% of the
    actual amount of this dividend and is entitled to claim a dividend tax
     credit equal to 13.33% of the grossed up amount in calculating Canadian
federal income tax payable.                                       

          A private corporation resident in Canada would be subject to a tax
      of 33 1/3% to the extent that the amount received for the shares exceeds
   the paid-up capital of the shares, provided that you did not own more
      than 10% of the common shares at the time of the Delaware domestication.
A private corporation will receive a tax refund with respect to   
  dividends received from the new Delaware corporation equal to $1 for
      each $3 in dividends received, so long as the private corporation passes
the dividends through to its shareholders.                        

       In addition to the deemed dividend discussed above, you will be
      considered to have disposed of your shares for "proceeds of disposition"
    equal to the paid-up capital of your shares on the deemed sale of your
      shares.  If these proceeds exceed the adjusted cost base of your shares,
then you will realize a capital gain.  Under Canadian tax law,    
three-fourths of this capital gain will be included in income for 
Canadian tax purposes in the year that you exercise your right of 
    dissent.  If the proceeds are less than the adjusted cost base of your
  shares, then you will incur a capital loss.  Under Canadian tax law,
three-fourths of this                                             

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    capital loss can be used to offset current year capital gains.  If the
     capital loss exceeds current year capital gains, then any excess can be
      carried back three years or forward indefinitely to offset capital gains
     in those periods.  If the adjusted cost base of your shares is equal to
      the paid-up capital of the shares, then you will not realize any capital
gain or loss.                                                     

   SHAREHOLDERS NOT RESIDENT IN CANADA.  The following summary
generally applies to you if you:                                  

-    are not a resident of Canada;            

               -    do not use or hold or are not deemed to use or hold your
                   shares in carrying on a business in Canada, including a
life insurance business;            

     -    deal at arm's length with the existing Alberta
corporation; and                    

-    hold your shares as capital property.    

           NON-DISSENTING SHAREHOLDERS.  If you do not dissent to the Delaware
     domestication, then, upon the completion of the Delaware domestication,
  you generally will not be considered to have disposed of your common
  shares as a result of the Delaware domestication.  The adjusted cost
    base of your shares of the new Delaware corporation's stock will equal
the adjusted cost base of your shares of the existing Alberta     
corporation immediately prior to the Delaware domestication.      

        Any dividends that you receive from the new Delaware corporation
      after the Delaware domestication will not be subject to Canadian federal
income tax.                                                       

DISSENTING SHAREHOLDERS.  If you dissent to the Delaware
     domestication and we complete the Delaware domestication, then you will
      be treated as if you had received a dividend from the deemed purchase of
  your shares equal to the amount of the excess, if any, of the amount
 paid for your shares over the amount of the paid-up capital of your
     shares.  You then will be subject to Canadian withholding tax of 25% of
  the amount of the dividend.  The withholding tax rate may be reduced
    pursuant to the terms of an applicable tax treaty.  Under the Canada -
   U.S. Tax Convention, for example, the applicable withholding tax rate
would be:                                                         

              -    15% of the amount of the dividend for dividends paid to
                  individuals or corporate shareholders owning less than
                 10% of the existing Alberta corporation's outstanding
voting shares; or                   

     -    5% of the amount of the dividend for corporate
                     shareholders owning more than 10% of the existing Alberta
    corporation's outstanding voting shares.

     Depending on your particular circumstances, the tax withheld may or may
not qualify for a credit against income tax or a deduction against
taxable income in your jurisdiction of taxation.                  

       As a dissenting shareholder who is not a Canadian resident, any
capital gains that you realized as a result of the Delaware       
   domestication are only subject to Canadian federal income taxation if
   the shares constitute "taxable Canadian property" to you.  The common
  shares generally will not constitute "taxable Canadian property," as
     defined by the INCOME TAX ACT (Canada), to a dissenting shareholder who
  is not a Canadian resident, unless at any time within the five years
preceding the disposition of the shares:                          

                -    you, together with any other person or entity not dealing
                 at arm's length with you, owned and/or had options to
                    acquire 25% or more of the issued shares of any class of
           series of capital stock of the existing Alberta
corporation;                        

            -    you, upon ceasing to be a resident of Canada, elected
                  under the INCOME TAX ACT (Canada) to have the existing
                     Alberta corporation's shares treated as "taxable Canadian
property;" or                       

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          -    the shares of the existing Alberta corporation were
                     acquired in circumstances in which they were deemed to be
taxable Canadian property.          

        CANADIAN FEDERAL INCOME TAX CONSEQUENCES TO THE EXISTING ALBERTA
   CORPORATION.  If we proceed with the Delaware domestication, then the
existing Alberta corporation will be deemed to have:              

   -    a year end immediately prior to the Delaware
domestication;                      

                -    disposed of each of its assets for an amount equal to the
fair market value of the assets; and

                -    immediately reacquired each of its assets at a cost equal
   to the fair market value of the assets.

         The deemed disposition of assets may give rise to income or loss,
     or capital gains or capital losses depending on whether the fair market
      value of the assets are greater than or less than their cost or adjusted
   cost base.  The resulting net income or loss and three-fourths of the
  net capital gains will be included in computing the existing Alberta
   corporation's taxable income for the fiscal period ending immediately
prior to the Delaware domestication.  If the amounts included in  
computing the existing Alberta corporation's taxable income exceed
      available deductions, then the excess amount will be subject to Canadian
tax at an effective rate of 39%.                                  

         In addition, a 25% exit tax generally will apply to the amount by
which the aggregate fair market value of the existing Alberta     
  corporation's assets immediately prior to the Delaware domestication
      exceeds the aggregate of its liabilities (including liability for income
tax for our taxable year ending immediately prior to the Delaware 
domestication) and its paid-up capital of all of its issued and   
 outstanding shares, excluding the paid-up capital in respect of all
   dissenting shareholders whose shares have been redeemed.  The general
tax rate of 25% is reduced to 5% pursuant to the Canada - U.S. Tax
Convention.  This exit tax is payable by the existing Alberta     
    corporation within six months after the end of the taxable year ending
immediately prior to the Delaware domestication.                  

       Upon the completion of the Delaware domestication, the existing
      Alberta corporation will be deemed to have been incorporated in Delaware
    for Canadian federal income tax purposes and generally will be subject
to federal income tax in Canada for:                              

                -    business income attributable to a permanent establishment
in Canada;                          

        -    gains realized on disposition of taxable Canadian
property; and                       

            -    withholding tax in respect of Canadian source passive
  income such as dividends and interest.

       CONSEQUENCES OF THE ONE-FOR-FIFTEEN COMMON SHARE CONSOLIDATION.
 The one-for-fifteen common share consolidation will not result in a
      disposition of your common shares for income tax purposes under Canadian
      tax law.  However, you will not realize any capital gain or capital loss
as a result of the common share consolidation as your proceeds of 
 disposition are deemed to equal your adjusted cost base.  After the
common share consolidation is effected, the adjusted cost base and
  paid-up capital of your common shares will be equal to the aggregate
    adjusted cost base and paid-up capital of your pre-consolidated common
shares divided by the new number of common shares.                

  UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS.  This discussion of
potential tax consequences is included for general information only.  It does   
not address the state, local or foreign tax aspects of the Delaware             
domestication.  The discussion is based on:                                     

         -    currently existing provisions of the U.S. Internal Revenue Code;

        -    existing and proposed treasury regulations relating to the U.S.
Internal Revenue Code; and                        

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-    current administrative rulings and court decisions.    

   Changes to relevant law could affect the validity of this discussion.
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF  
THE DELAWARE DOMESTICATION TO YOU, INCLUDING THE APPLICATION AND EFFECT OF      
FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.                                     

This discussion does not address certain U.S. federal income tax  
consequences applicable to U.S. shareholders who own or owned (directly or      
indirectly) 10% or more of the voting power of the existing Alberta corporation 
at any time during the five-year period ending on the date when the Delaware    
domestication is completed.                                                     

        RESIDENTS OF THE UNITED STATES.  This discussion generally
    addresses certain U.S. federal income tax consequences of the Delaware
domestication to shareholders residing in the United States.      

         The Delaware domestication will be treated for U.S. federal
      income tax purposes as a transfer by the existing Alberta Corporation of
  all of its assets and liabilities to the new Delaware corporation in
exchange for stock of the new Delaware corporation.  The existing 
     Alberta corporation then will be deemed to distribute this stock of the
new Delaware corporation to its shareholders.                     

        NON-DISSENTING SHAREHOLDERS.  If you do not dissent to the
   Delaware domestication, then you will not realize any capital gain or
loss from the deemed transfer of shares of the existing Alberta   
   corporation for stock of the new Delaware corporation, assuming that:

      -    the existing Alberta corporation has not been a
                  controlled foreign corporation, as defined by U.S. tax
                     law, at any time during the five years ending on the date
of the Delaware domestication;      

           -    certain proposed regulations (which, if finalized at
                     least 30 days before the domestication, would require you
               to recognize gain realized on the exchange) are not
                   effective as of the date of the Delaware domestication;

                -    the existing Alberta corporation is not a passive foreign
investment corporation; and         

             -    you file the appropriate notice with the U.S. Internal
Revenue Service.                    

  Our tax advisor, Ernst & Young LLP, has not made any
     determination as to whether the existing Alberta corporation is, or has
ever been, a controlled foreign corporation or a passive foreign  
investment corporation.                                           

              Your basis in the stock of the new Delaware corporation that you
      receive after the Delaware domestication generally will be equal to your
  basis in the shares of the existing Alberta corporation prior to the
      Delaware domestication, increased by any income (e.g., deemed dividends)
   or gain that you recognize as a result of the Delaware domestication.

             Generally, if you do not dissent to the Delaware domestication,
   then you will have a holding period for the stock of the new Delaware
    corporation that you receive after the Delaware domestication equal to
    your holding period for the shares of the existing Alberta corporation
immediately prior to the Delaware domestication.                  

      DISSENTING SHAREHOLDERS.  If you dissent to the Delaware
  domestication, then you generally will be treated as having received
cash in redemption of your shares.  As a result, you may have to  
  recognize capital gain or loss or ordinary income as a result of the
      Delaware domestication.  YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR AS
  TO THE SPECIFIC U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DELAWARE
DOMESTICATION TO YOU.                                             

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            SHAREHOLDERS NOT RESIDENT IN THE UNITED STATES.  The following
 summary generally applies to you if you do not reside in the United
States and hold your shares as a capital asset.                   

         The Delaware domestication will be treated for U.S. federal
      income tax purposes as a transfer by the existing Alberta Corporation of
  all of its assets and liabilities to the new Delaware corporation in
exchange for stock of the new Delaware corporation.  The existing 
     Alberta corporation will then be deemed to liquidate and distribute the
stock of the new Delaware corporation to its shareholders.        

              NON-DISSENTING SHAREHOLDERS.  If you are not a U.S. resident and
 you do not dissent to the Delaware domestication, then you will not
     recognize any gain or loss from the deemed receipt of shares of the new
    Delaware corporation's common stock solely in exchange for your common
shares.  Generally, if you are not a U.S. resident and you do not 
      dissent to the Delaware domestication, then you will have a basis in the
stock of the new Delaware corporation that you receive after the  
      Delaware domestication equal to your basis in the shares of the existing
Alberta corporation prior to the Delaware domestication.          

      DISSENTING SHAREHOLDERS.  If you dissent to the Delaware
    domestication and you are subject to U.S. federal income tax, then you
     generally will be treated as having received cash in redemption of your
     shares.  As a result, you may have to recognize capital gain or loss or
    ordinary income as a result of the Delaware domestication.  You should
      consult with your own tax advisor as to the specific U.S. federal income
tax consequences of the Delaware domestication to you.            

          U.S. FEDERAL INCOME TAX CONSEQUENCES TO THE EXISTING ALBERTA
     CORPORATION.  The Delaware domestication will be treated as an exchange
   by the existing Alberta corporation of its assets and its liabilities
      for stock of the new Delaware corporation and will constitute a tax-free
    reorganization under the U.S. Internal Revenue Code.  As a result, the
   existing Alberta corporation will not recognize any gain or loss from
    the deemed transfer of its assets to the new Delaware corporation, and
the new Delaware corporation will not recognize any gain or loss. 

               The new Delaware corporation's basis in and holding period of the
assets of the existing Alberta corporation after the Delaware     
  domestication will be the same as the existing Alberta corporation's
basis in and holding period of its assets prior to the Delaware   
domestication.                                                    

              The taxable year of the existing Alberta corporation will end on
      the date when the Delaware domestication is completed.  The new Delaware
corporation's first taxable year will begin on the day after the  
    Delaware domestication is completed and will end on December 31, 1999.

             CONSEQUENCES OF THE ONE-FOR-FIFTEEN COMMON SHARE CONSOLIDATION.
   Our tax advisors, Ernst & Young LLP, believe that under existing U.S.
federal income tax laws and regulations, the one-for-fifteen      
   consolidation of the common shares will constitute a recapitalization
and, therefore, a tax-free reorganization under the U.S. Internal 
   Revenue Code.  As a result, no gain or loss will be recognized by the
existing Alberta corporation from the common share consolidation. 

             Generally, no gain or loss will be recognized by the exchanging
     shareholders from the common share consolidation.  Your aggregate basis
      in your common shares after the common share consolidation will be equal
    to your aggregate basis in your pre-consolidation common shares.  This
   aggregate basis must be allocated pro rata among the number of common
shares that you own after the common share consolidation.         

              The holding period for your common shares after the common share
      consolidation will include the holding period for your pre-consolidation
   common shares, provided that your common shares are held as a capital
asset on the date of the common share consolidation.  This holding
    period must be allocated pro rata among the common shares that you own
    immediately following the common share consolidation.  For example, if
     before the common share consolidation you had held 15 common shares for
one month and 15                                                  

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      common shares for two years, then, after the common share consolidation,
      you would hold two shares of common stock, each with a holding period as
follows:                                                          

              -    50% of each share will have a one month holding period;
and                                 

             -    50% of each share will have a two year holding period.

RIGHT OF DISSENT                                                                

 GENERAL.  The following description of the right of shareholders to
dissent to the Delaware domestication is not a comprehensive statement of the   
procedures to be followed by a dissenting shareholder who seeks payment of the  
fair value of his common shares or Class A Series III Preferred Shares.  This   
description is qualified in its entirety by the reference to the full text of   
Section 184 of the BUSINESS CORPORATIONS ACT (Alberta) which is attached to this
Proxy Statement and Information Circular as APPENDIX I.  The statutory          
provisions covering the right of dissent and appraisal are technical and        
complex.  IF YOU WISH TO EXERCISE YOUR RIGHT OF DISSENT AND APPRAISAL IN RESPECT
OF THE DELAWARE DOMESTICATION, THEN YOU SHOULD SEEK YOUR OWN LEGAL ADVICE, AS   
FAILURE TO COMPLY STRICTLY WITH THE PROVISIONS OF SECTION 184 OF THE BUSINESS   
CORPORATIONS ACT (ALBERTA) MAY RESULT IN A LOSS OF ALL RIGHTS THEREUNDER.  If   
the number of shareholders exercising their right of dissent could adversely    
affect our financial condition, then our board of directors may abandon the     
Delaware domestication.                                                         

      FAIR MARKET VALUATION. You are entitled to dissent and to have us pay to
you the fair value of your common shares or Class A Series III Preferred Shares,
determined as of the close of business on the last business day before the      
annual and special meeting.                                                     

  VALUATION BY APPLICATION TO COURT.  If the Delaware domestication is
passed, then either a shareholder or the existing Alberta corporation may apply 
to the Court of Queen's Bench of Alberta, Canada (the "Court") to fix the fair  
value of your shares.  If an application is made to the Court, unless the Court 
otherwise orders, then we must send to each dissenting shareholder a written    
offer to pay to the dissenting shareholder an amount considered by the existing 
Alberta corporation to be the fair value of the shares.  The offer to each      
dissenting shareholder must be on the same terms and contain or be accompanied  
by a statement showing how the fair value was determined.                       

    If you choose to dissent, then you may enter into an agreement with us
for the purchase of your common shares or Class A Series III Preferred Shares,  
in the amount offered by us or otherwise, at any time before the Court          
pronounces an order fixing the fair value of the common shares or the Class A   
Series III Preferred Shares.                                                    

 On an application under Section 184 of the BUSINESS CORPORATION ACT
(Alberta), the Court must make an order fixing the fair value of the shares of  
all dissenting shareholders, giving judgment in that amount against us and in   
favor of each dissenting shareholder, and fixing the time within which we must  
pay each dissenting shareholder.  The Court may allow a reasonable rate of      
interest on the amount payable to each dissenting shareholder from the date on  
which the dissenting shareholder ceases to have any rights as a shareholder of  
the existing Alberta corporation until the date of payment.                     

    RESTRICTIONS ON RIGHT OF DISSENT. You are not entitled to dissent with
respect to any shares if you vote (or instruct or are deemed, by submission of  
an incomplete proxy, to have instructed a proxyholder to vote) any shares in    
favor of the Delaware domestication, but you may abstain from voting on the     
Delaware domestication (or submitting a proxy) without affecting your right of  
dissent.                                                                        

      You may dissent only with respect to the common shares or Class A Series
III Preferred Shares that you hold on your own behalf or on behalf of any one   
beneficial owner and registered in your name.  IF YOU ARE A BENEFICIAL OWNER OF 
COMMON SHARES OR CLASS A SERIES III PREFERRED SHARES REGISTERED IN THE NAME OF A
BROKER, CUSTODIAN, NOMINEE OR OTHER INTERMEDIARY AND YOU WISH TO DISSENT, THEN  
YOU SHOULD BE AWARE THAT ONLY THE REGISTERED OWNER OF THE SHARES IS ENTITLED TO 
DISSENT.  ACCORDINGLY, IF YOU WANT TO EXERCISE YOUR RIGHT TO DISSENT, THEN YOU  
MUST MAKE ARRANGEMENTS FOR THE COMMON SHARES OR CLASS A SERIES III PREFERRED    
SHARES THAT YOU BENEFICIALLY OWN TO BE REGISTERED IN YOUR NAME BEFORE THE TIME  
THAT WE MUST RECEIVE THE WRITTEN                                                

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OBJECTION TO THE DELAWARE DOMESTICATION OR, ALTERNATIVELY, YOU MUST MAKE        
ARRANGEMENTS FOR THE REGISTERED HOLDER OF YOUR COMMON SHARES OR CLASS A SERIES  
III PREFERRED SHARES TO DISSENT ON YOUR BEHALF.                                 

      ACTION REQUIRED TO EXERCISE RIGHT OF DISSENT.  If you choose to dissent,
then you must send us a written objection to the Delaware domestication, which  
must be received by our president, Steven M. Caira, at our registered office,   
1400, 350-7th Avenue S.W., Calgary, Alberta, Canada T2P 3N9 or the chairman of  
the annual and special meeting at or before the annual and special meeting.  A  
vote against the Delaware domestication, an abstention or the execution of a    
proxy to vote against the Delaware domestication does not constitute the        
required written objection, but you need not vote your shares against the       
Delaware domestication to dissent.                                              

     If you dissent to the Delaware domestication, then you are not required
to give security for costs in respect of an application to the Court to fix the 
fair value of your shares, and, except in special circumstances, you will not be
required to pay the costs of the application or appraisal.                      

   RIGHTS OF DISSENTING SHAREHOLDERS.  A dissenting shareholder does not
have any rights as a shareholder, other than the right to be paid the fair value
of his or her shares, on the earliest of:                                       

-    the effective date of the Delaware domestication;      

-    the making of an agreement between the existing Alberta
             corporation and the dissenting shareholder as to the payment to
 be made for the dissenting shareholder's shares; or

          -    the pronouncement of the order of the Court fixing the fair value
of the shares.                                    

Until any of the foregoing events occur, a dissenting shareholder may withdraw  
his dissent or we may rescind the Delaware domestication.  In either event,     
proceedings under Section 184 will automatically terminate.                     

  We will not make a payment to a dissenting shareholder under Section
184 if there are reasonable grounds for believing that we are, or would after   
the payment be, unable to pay our liabilities as they become due, or that the   
realizable value of our assets would thereby be less than the aggregate of      
our liabilities.  If this situation occurs, then we will notify each            
dissenting shareholder that we are unable lawfully to pay the dissenting        
shareholder for its shares, in which case the dissenting shareholder may, by    
written notice to us within 30 days after receipt of this notice, withdraw      
its written notice of dissent.  In this case, we would be deemed to have        
consented to the withdrawal and the shareholder would be reinstated to its      
full rights as a shareholder of the existing Alberta corporation.               

 The above summary does not provide a comprehensive statement of the
procedures that you must follow to receive payment of the fair value of your    
shares.  IF YOU WISH TO EXERCISE YOUR RIGHT OF DISSENT AND APPRAISAL IN RESPECT 
OF THE DELAWARE DOMESTICATION, THEN YOU SHOULD SEEK YOUR OWN LEGAL ADVICE, AS   
FAILURE TO COMPLY STRICTLY WITH THE PROVISIONS OF SECTION 184 OF THE BUSINESS   
CORPORATIONS ACT (ALBERTA) MAY RESULT IN A LOSS OF ALL RIGHTS THEREUNDER.       

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SECURITIES LAW CONSEQUENCES                                                     

     UNITED STATES SECURITIES LAW CONSEQUENCES.  Unless you are deemed to be
an "affiliate" (as defined under the Securities Act) of the existing Alberta    
corporation before the Delaware domestication, then all of the shares of common 
stock that you receive in the Delaware domestication will be freely             
transferable, except as described under "Canadian Securities Law Consequences"  
below.  If you are an affiliate of the existing Alberta corporation, then you   
may resell your shares only in accordance with the resale provisions of Rule 144
promulgated, or as otherwise permitted, under the Securities Act.  Persons who  
may be deemed to be affiliates of the existing Alberta corporation generally    
include individuals or entities that control, are controlled by, or are under   
common control with, the existing Alberta corporation and may include certain   
officers and directors of the existing Alberta corporation as well as principal 
shareholders of the party or persons who hold restricted shares.                

    CANADIAN SECURITIES LAW CONSEQUENCES.  If you are a Canadian resident,
then the shares of common stock or Class A Preferred Stock that you receive     
after the Delaware domestication will continue to be subject to any applicable  
resale restrictions imposed by the securities laws of the province of Canada in 
which you are resident.                                                         

EXCHANGE OF SHARE CERTIFICATES                                                  

  Following the effective date of the Delaware domestication, existing
holders of common shares will become holders of shares of the new Delaware      
corporation's common stock and existing holders of the Class A Series III       
Preferred Shares will become holders of shares of the new Delaware corporation's
Class A Preferred Stock.  This conversion will occur regardless of when the     
certificates formerly representing common shares or Class A Series III Preferred
Shares are surrendered.  Shortly after the effective date of the Delaware       
domestication, we will provide each of the holders of common shares with a      
letter of transmittal containing instructions on how to exchange certificates   
formerly representing common shares for certificates representing shares of     
common stock.  Upon our receipt of this letter of transmittal and the           
certificate(s) formerly representing common shares, we will issue a certificate 
representing the appropriate number of shares of common stock.  We will provide 
a similar letter to each holder of Class A Series III Preferred Shares.         

THE DELAWARE DOMESTICATION RESOLUTION                                           

    Based on the foregoing discussion, our board of directors has approved
and believes that it is in the best interests of the existing Alberta           
corporation and its shareholders to domesticate the existing Alberta corporation
into the State of Delaware.  To reduce the franchise fees payable to the        
Delaware corporate authorities following the Delaware domestication, our board  
of directors believes that it is in our best interests and the best interests of
our shareholders to alter our authorized capital from:                          

-    an unlimited number of common shares without par value;

       -    an unlimited number of Class "B" non-voting common shares; and

      -    an unlimited number of preferred shares without par value (of
            which a first series of preferred shares consisting of 100,000
          shares without par value have been created, designated as 6%
           non-cumulative redeemable retractable first preferred shares,
             Series A and an unlimited number of Class A Series I, Series II
 and Series III Preferred Shares have been created);

to (after giving effect to the common share consolidation): 

      -    20,000,000 shares of common stock, par value of US $0.001 per
share;                                            

          -    750,000 shares of Class A Preferred Stock, par value of US $0.001
per share; and                                    

      -    750,000 shares of preferred stock, par value of US $0.001 per
share.                                            

    If the shareholders approve this proposal, then, before completing the
Delaware domestication and subject to approval by The Alberta Stock Exchange, we
will effect a one-for-fifteen consolidation of the common shares                

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and corresponding name change whereby the existing Alberta corporation will be  
renamed TomaHawk Engineering, Inc.  Our shareholders authorized this common     
share consolidation and name change on September 22, 1998.                      

 Accordingly, you will be asked at the annual and special meeting to
approve the following resolution changing our jurisdiction of incorporation from
Alberta to Delaware, altering our authorized share capital and approving a new  
certificate of incorporation and bylaws, in substantially the following terms:  

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:           

1.  the continuance of the Company out of the jurisdiction of the BUSINESS
     CORPORATIONS ACT (Alberta) to the State of Delaware pursuant to Section
   388 of the General Corporation Law of the State of Delaware be and is
hereby approved;                                                  

2.  the Company obtain the approval of the Registrar appointed under the  
  BUSINESS CORPORATIONS ACT (Alberta) that the Company be permitted to
continue into and be registered as a "Corporation" in the State of
Delaware pursuant to the General Corporation Law of the State of  
Delaware;                                                         

  3.  the Company make application to the appropriate authorities in the State
 of Delaware for consent to be domesticated into and registered as a
   "Corporation" pursuant to the General Corporation Law of the State of
Delaware;                                                         

 4.  effective on the date of domestication of the Company under the General
     Corporation Law of the State of Delaware and after giving effect to the
     one-for-fifteen common share consolidation (the "Share Consolidation"),
the authorized share capital of the Company be reconstituted as   
   20,000,000 shares of common stock, each with a par value of US $0.001
    per share, 750,000 shares of preferred stock, each with a par value of
      US $0.001 per share, and 750,000 shares of Class A Preferred Stock, each
with a par value of US $0.001 per share, all having the rights,   
 privileges, restrictions and conditions as set forth in APPENDIX II
attached to the Proxy Statement and Information Circular (the     
"Information Circular") of the Company dated __________, 1999;    

 5.  effective on the date of domestication of the Company under the General
Corporation Law of the State of Delaware, the Company's issued and
     outstanding common shares shall each be replaced with a share of common
stock with a par value of US $0.001 per share having the rights,  
 privileges, restrictions and conditions as set forth in APPENDIX II
  attached to the Information Circular and each issued and outstanding
      Class A Series III Preferred Share of the Company shall be replaced with
  a share of Class A Preferred Stock having the rights, privileges and
restrictions and conditions as set forth in APPENDIX II to the    
Information Circular;                                             

 6.  effective on the date of domestication of the Company under the General
Corporation Law of the State of Delaware, the Company adopt in    
  substitution for its existing Articles of Incorporation and Bylaws a
      Certificate of Incorporation and Bylaws in the form attached as APPENDIX
II and APPENDIX III, respectively, to the Proxy Statement and     
   Information Circular, with such amendments thereto as the director or
      officer executing the same may approve, such approval to be conclusively
evidenced by his signature thereto;                               

 7.  any of the directors or officers of the Company is hereby authorized to
     make such applications, execute such documents, and do such further and
  other acts and things as may be necessary or advisable in connection
with the foregoing; and                                           

8.  the directors of the Corporation may abandon the domestication        
  application without further approval of the shareholders at any time
    prior to the Company's registration as a "Corporation" pursuant to the
General Corporation Law of the State of Delaware."                

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VOTE REQUIRED                                                                   

   The Delaware domestication requires the approval of two-thirds of the
votes cast by the holders of common shares and Class A Series III Preferred     
Shares present or represented by proxy and voting as one class at the annual and
special meeting on this proposal.                                               

   Under Alberta corporate law, abstentions and broker non-votes are not
counted as for purposes of determining the presence or absence of a quorum for  
the transaction of business, and are not counted as votes cast.  Accordingly,   
abstentions and broker non-votes with respect to this proposal will not be      
considered and will not be counted in determining whether this proposal passes. 

Our board of directors has approved unanimously the Delaware      
domestication of the existing Alberta corporation under the provisions of       
Section 182 of the BUSINESS CORPORATIONS ACT (Alberta) and Section 388 of the   
General Corporation Law of the State of Delaware and recommends that you vote   
"FOR" the Delaware domestication.                                               

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      PROPOSAL SIX

     AMENDMENT TO THE NEW DELAWARE CORPORATION'S
     CERTIFICATE OF INCORPORATION AND BYLAWS
      TO REQUIRE ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS AND PROPOSALS

GENERAL                                                                         

The new Delaware corporation's certificate of incorporation (attached 
hereto as APPENDIX II) and bylaws (attached hereto as APPENDIX III) do not      
currently provide for the timing of any notice that stockholders must give to us
before they may nominate a candidate for the board of directors or make a       
proposal to be voted on at an annual stockholders meeting.  Our board of        
directors therefore has adopted, subject to stockholder approval, proposed      
amendments to the new Delaware corporation's certificate of incorporation and   
bylaws that will provide a detailed notice procedure for stockholder nominations
of candidates for election as directors and stockholder proposals to be brought 
before an annual meeting of stockholders.  If this proposal is approved, then:  

     -    only persons who are nominated by or at the direction of our
          board of directors, or by a stockholder who has given timely
               prior written notice to our secretary before the meeting at which
           directors are to be elected, will be eligible for election as
directors; and                                    

       -    stockholder proposals must be submitted in writing in a timely
manner to be considered at any annual meeting.    

     If this proposal is approved, then, in order to be considered timely, a
stockholder must deliver his notice for director nominations or stockholder     
proposals to us:                                                                

        -    for an annual meeting, not less than seventy days nor more than
        ninety days before the anniversary date of the immediately
preceding annual meeting of stockholders, and     

    -    for a special meeting, not more than ninety days before the
          special meeting, and not less than the later of seventy days
     before the special meeting or ten days after the public
announcement of the date of the meeting.          

If this proposal is approved, then notice from a stockholder who  
proposes to nominate a person at a meeting for election as a director must      
contain the following information about the nominee:                            

-    age;                                                   

-    business and residence addresses;                      

-    principal occupation;                                  

        -    the class and number of shares of common stock or other capital
stock beneficially owned;                         

-    the consent of the person to be nominated; and         

 -    any other information required to be included in a proxy
           statement soliciting proxies for the election of the proposed
nominee.                                          

The nominating stockholder must also disclose his name, address, and the number 
of shares of stock that he owns.                                                

 If this proposal is approved, then notice relating to a stockholder
proposal must contain certain information about the proposal and the stockholder
making the proposal, including a brief description of the proposal, the         
proposing stockholder's name and address, and the number of shares of stock that
the proposing stockholder owns.                                                 

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REASONS FOR STOCKHOLDER APPROVAL                                                

      By requiring advance notice of director nominations by stockholders, our
board of directors will have a meaningful opportunity to consider the           
qualifications of the proposed nominees and, if deemed necessary or desirable by
our board of directors, to inform stockholders about the qualifications of the  
proposed nominees.  Similarly, by requiring advance notice of stockholder       
proposals, our board of directors will have a more orderly procedure for        
conducting annual meetings of stockholders and a meaningful opportunity to      
analyze the proposals and to decide whether it is appropriate to either omit the
proposal or inform our stockholders, before these meetings, of any proposal to  
be introduced at these meetings.  The advance notice requirement also allows our
board of directors to weigh the merits of the proposal and prepare an analysis  
and a recommendation for our stockholders to consider.  Finally, these          
procedures will give stockholders sufficient time to determine whether they     
desire to attend the annual meeting of stockholders, or whether they wish to    
grant a proxy to our management as to the disposition of any stockholder        
proposals.                                                                      

POTENTIAL ANTI-TAKEOVER EFFECTS                                                 

     Although the proposed amendments do not give our board of directors any
power to approve or disapprove stockholder nominations or proposals, they may   
discourage or make it more difficult to bring a nomination or proposal to a     
vote.  The proposed amendments also may discourage a stockholder from conducting
a solicitation of proxies to elect his own slate of directors or otherwise      
attempting to obtain control of the new Delaware corporation, even though this  
action might be beneficial to the new Delaware corporation and our stockholders.
For these reasons, this proposal may have an anti-takeover effect, particularly 
when combined with Seven through Nine.  Our board of directors nonetheless      
believes that it is important that it give advance notice of and consideration  
to any stockholder nominations or proposals and that stockholders have the      
opportunity to consider carefully any matters that may affect their rights.  In 
addition, our board of directors believes that the proposed amendments will help
assure the continuity and stability of our business and reduce our vulnerability
to unsolicited takeover proposals that could curtail our board of directors     
ability to negotiate effectively on behalf of all of our stockholders.  See     
"Proposal Five--Domestication into the State of Delaware--Corporate Governance  
Differences; Delaware and Alberta Law Comparisons--Anti-Takeover Effects."      

   While they may be deemed to have potential anti-takeover effects, the
proposed amendments are not prompted by any specific effort or takeover threat  
that we currently perceive.  We presently are not aware of any attempt to take  
over or acquire the existing Alberta corporation or to remove our incumbent     
management.                                                                     

THE PROPOSED AMENDMENTS                                                         

If the stockholders approve this Proposal Six, then our board of  
directors will amend the new Delaware corporation's certificate of incorporation
by adding the following section after Article SIXTH, Section (5):               

         "(6)      Advance notice of stockholder nominations for the
election of directors and proposals to be voted on at stockholder 
 meetings shall be given in the manner provided in the bylaws of the
Corporation."                                                     

If the stockholders approve this Proposal Six, then our board of  
directors also will amend the new Delaware corporation's bylaws by adding the   
following section after Section 1.12:                                           

         "Section 1.13.        STOCKHOLDER NOMINATIONS AND PROPOSALS

 (A)  ANNUAL MEETINGS OF STOCKHOLDERS.

                             (1)    Nominations of persons for election to the
      Board of Directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of
stockholders (a) pursuant to the Corporation's notice of meeting  
 delivered pursuant to Section 1.3 of these bylaws, (b) by or at the
direction of the Chairman or the Board of                         

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    Directors or (c) by any stockholder of the Corporation who is entitled
 to vote at the meeting, who complied with the notice procedures set
      forth in clauses (2) and (3) of this paragraph (A) of this bylaw and who
     was a stockholder of record at the time such notice is delivered to the
Secretary of the Corporation.                                     

                          (2)    For nominations or other business to be
    properly brought before an annual meeting by a stockholder pursuant to
     clause (c) of paragraph (A)(1) of this bylaw, the stockholder must have
given timely notice thereof in writing to the Secretary of the    
      Corporation.  To be timely, a stockholder's notice shall be delivered to
     the Secretary at the principal executive offices of the Corporation not
 less than seventy days nor more than ninety days prior to the first
    anniversary of the preceding year's annual meeting; provided, however,
  that in the event that the date of the annual meeting is advanced by
    more than twenty days, or delayed by more than seventy days, from such
 anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the ninetieth day prior to such annual 
  meeting and not later than the close of business on the later of the
    seventieth day prior to such annual meeting or the tenth day following
 the day on which public announcement of the date of such meeting is
    first made.  Such stockholder's notice shall set forth: (a) as to each
person whom the stockholder proposes to nominate for election or  
      reelection as a director all information relating to such person that is
  required to be disclosed in solicitations of proxies for election of
      directors, or is otherwise required, in each case pursuant to Regulation
      14A under the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), including such person's written consent to being named in the
   proxy statement as a nominee and to serving as a director if elected;
 (b) as to any other business that the stockholder proposes to bring
   before the meeting, a brief description of the business desired to be
     brought before the meeting, the reasons for conducting such business at
the meeting and any material interest in such business of such    
stockholder and the beneficial owner, if any, on whose behalf the 
   proposal is made; and (c) as to the stockholder giving the notice and
      the beneficial owner, if any, on whose behalf the nomination or proposal
      is made, (i) the name and address of such stockholder, as they appear on
      the Corporation's books, and of such beneficial owner and (ii) the class
     and number of shares of the Corporation that are owned beneficially and
of record by such stockholder and such beneficial owner.          

                         (3)    Notwithstanding anything in the second
      sentence of paragraph (A)(2) of this bylaw to the contrary, in the event
     that the number of directors to be elected to the Board of Directors of
     the Corporation is increased and there is no public announcement naming
      all of the nominees for director or specifying the size of the increased
      Board of Directors made by the Corporation at least eighty days prior to
the first anniversary of the preceding year's annual meeting, a   
  stockholder's notice required by this bylaw shall also be considered
     timely, but only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the Secretary at the
     principal executive offices of the Corporation not later than the close
 of business on the tenth day following the day on which such public
announcement is first made by the Corporation.                    

                (B)     SPECIAL MEETINGS OF STOCKHOLDERS.  Only such
 business shall be conducted at a special meeting of stockholders as
      shall have been brought before the meeting pursuant to the Corporation's
     notice of meeting pursuant to Section 1.3 of these bylaws.  Nominations
of persons for election to the Board of Directors may be made at a
  special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the  
  direction of the Board of Directors or (b) by any stockholder of the
   Corporation who is entitled to vote at the meeting, who complies with
    the notice procedures set forth in this bylaw and who is a stockholder
    of record at the time such notice is delivered to the Secretary of the
      Corporation.  Nominations by stockholders of persons for election to the
      Board of Directors may be made at such a special meeting of stockholders
 if the stockholder's notice as required by paragraph (A)(2) of this
  bylaw shall be delivered to the Secretary at the principal executive
    offices of the Corporation not earlier than the ninetieth day prior to
such special                                                      

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  meeting and not later than the close of business on the later of the
     seventieth day prior to such special meeting or the tenth day following
   the day on which public announcement is first made of the date of the
    special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting.  In no event shall the public      
     announcement of an adjournment of a special meeting commence a new time
 period for the giving of a stockholder's notice as described above.

(C)     GENERAL.                    

                    (1)    Only persons who are nominated in
      accordance with the procedures set forth in this bylaw shall be eligible
 to serve as director and only such business shall be conducted at a
      meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this bylaw.  Except as
  otherwise provided by law, the Certificate of Incorporation or these
  bylaws, the chairman of the meeting shall have the power and duty to
   determine whether a nomination or any business proposed to be brought
     before the meeting was made in accordance with the procedures set forth
 in this bylaw and, if any proposed nomination or business is not in
    compliance with this bylaw, to declare that such defective proposal or
nomination shall be disregarded.                                  

                      (2)    For purposes of this bylaw, "public
    announcement" shall mean disclosure in a press release reported by the
  Dow Jones News Service, Associated Press or comparable national news
 service or in a document publicly filed by the Corporation with the
    Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act.                                              

                           (3)    Notwithstanding the foregoing provisions
of this bylaw, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations    
      thereunder with respect to the matters set forth in this bylaw.  Nothing
   in this bylaw shall be deemed to affect any rights of stockholders to
 request inclusion of proposals in the Corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act."                   

VOTE REQUIRED                                                                   

The approval of the proposed amendments to the new Delaware       
corporation's certificate of incorporation and bylaws to require advance notice 
of stockholder nominations and proposals requires the affirmative vote of a     
majority of all outstanding shares of common stock as of ___________, 1999,     
the record date.                                                                

   Under Delaware law, we will count abstentions and broker non-votes to
determine the presence or absence of a quorum for the transaction of business,  
but we will not count them as votes cast.  Accordingly, abstentions and broker  
non-votes will have the effect of votes against the proposal.                   

     Our board of directors has unanimously approved and recommends that you
vote "FOR" the adoption of the proposed amendments to the new Delaware          
corporation's certificate of incorporation and bylaws to require advance notice 
of stockholder nominations and proposals to be voted on at annual meetings of   
stockholders.                                                                   

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      PROPOSAL SEVEN

     AMENDMENT TO THE NEW DELAWARE CORPORATION'S
     CERTIFICATE OF INCORPORATION AND BYLAWS
    TO PROHIBIT STOCKHOLDERS
     FROM CALLING SPECIAL MEETINGS OF THE STOCKHOLDERS

GENERAL                                                                         

The bylaws of the new Delaware corporation currently provide that our 
board of directors or holders of at least 5% of the outstanding shares of common
stock may call special meetings of the stockholders.  Our board of directors has
adopted, subject to stockholder approval, amendments to the new Delaware        
corporation's certificate of incorporation and bylaws to prohibit our           
stockholders from calling a special meeting of stockholders.  If this proposal  
is approved, then only our board of directors will be permitted to call a       
special meeting of stockholders.                                                

REASONS FOR STOCKHOLDER APPROVAL                                                

If approved, this proposal will prevent stockholders from forcing     
stockholder consideration of a proposal over the opposition of our board of     
directors by calling a special meeting of stockholders before the next annual   
meeting.  In addition, a stockholder will not have the ability to force         
stockholder consideration of a proposal over the opposition of our board of     
directors by calling a special meeting of stockholders earlier than our board   
believes to be appropriate.  As a result, the proposed amendments will enable   
our board of directors to conduct stockholder meetings in an orderly manner and 
to adequately inform stockholders of the matters to be considered at any special
meeting of stockholders.                                                        

This proposed amendment, in conjunction with Proposals Six, Eight and 
Nine, is intended to protect against attempts to acquire control of the new     
Delaware corporation by coercive and unfair practices that do not treat all     
shareholders equally.  For example, an acquiror may propose a two-tiered        
takeover bid that forces stockholders to sell or risk receiving an even lower   
price in the second step of the transaction.  The acquiror also may use the     
threat of a proxy fight and/or a takeover bid as a means of forcing the new     
Delaware corporation to repurchase the acquiror's shares at a substantial       
premium over the market price.  By preventing the stockholders from calling a   
special meeting, this proposed amendment is intended to encourage potential     
acquirors to negotiate with our board of directors before making a takeover bid.
These negotiations should provide our board of directors with the time it needs 
to evaluate any takeover proposal and to review alternatives with a goal of     
maximizing value for all of our stockholders.  If these negotiations produce a  
proposal that our board of directors believes is fair to all of our             
stockholders, then our board of directors will call a special meeting to vote on
the takeover proposal.                                                          

POTENTIAL ANTI-TAKEOVER EFFECTS                                                 

If this proposal is approved, then it may discourage or make it more  
difficult to attempt to take control of the new Delaware corporation, even      
though this action might be beneficial to the new Delaware corporation and our  
stockholders.  Potential acquirors would be forced to wait for the next annual  
meeting to attempt a takeover.  This proposal therefore may have an             
anti-takeover effect, particularly when combined with Proposals Six, Eight and  
Nine.  See "Proposal Five--Domestication into the State of Delaware--Corporate  
Governance Differences; Delaware and Alberta Law Comparisons--Anti-Takeover     
Effects--Special Meetings of Shareholders."                                     

While it may be deemed to have potential anti-takeover effects, the   
proposed amendments are not prompted by any specific effort or takeover threat  
that we currently perceive.  We presently are not aware of any attempt to take  
over or acquire the existing Alberta corporation or to remove our incumbent     
management.                                                                     

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THE PROPOSED AMENDMENTS                                                         

If the stockholders approve this Proposal Seven, then our board of    
directors will amend the new Delaware corporation's certificate of incorporation
by adding the following section after Article SIXTH, Section (6):               

"(7)  Special meetings of stockholders may be called
only by the Board of Directors, and may not be called by any other    
person or persons."                                                   

If the stockholders approve this Proposal Seven, then our board of    
directors also will amend the new Delaware corporation's bylaws by deleting the 
phrase "or by holders of shares of Common Stock of the Corporation representing 
5% of the outstanding shares" from the first sentence of Section 1.2, and adding
the phrase "but such special meetings may not be called by any other person or  
persons."                                                                       

VOTE REQUIRED                                                                   

The approval of the proposed amendments to the new Delaware           
corporation's certificate of incorporation and bylaws to prohibit stockholders  
from calling special meetings of stockholders requires the affirmative vote of a
majority of all outstanding shares of common stock as of ___________, 1999,     
the record date.                                                                

Under Delaware law, we will count abstentions and broker non-votes to 
determine the presence or absence of a quorum for the transaction of business,  
but we will not count them as votes cast.  Accordingly, abstentions and broker  
non-votes will have the effect of votes against the proposal.                   

 Our board of directors has unanimously approved and recommends that you
vote "FOR" the adoption of the proposed amendments to the new Delaware          
corporation's certificate of incorporation and bylaws to prohibit stockholders  
from calling special meetings of stockholders.                                  

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      PROPOSAL EIGHT

     AMENDMENT TO THE NEW DELAWARE CORPORATION'S
    CERTIFICATE OF INCORPORATION
    TO ELIMINATE ACTIONS OF THE STOCKHOLDERS
      BY WRITTEN CONSENT WITHOUT A MEETING

GENERAL                                                                         

 Under Delaware corporate law, stockholders may take any action required
or permitted to be taken by stockholders without a meeting, without prior notice
and without a stockholder vote if a written consent setting forth the action to 
be taken is signed by the holders of stock having the requisite number of votes 
needed to approve the action.  However, Delaware corporate law provides that a  
corporation's certificate of incorporation may require that its stockholders act
at an annual or special meeting and prohibit stockholder action by written      
consent.  The new Delaware corporation's certificate of incorporation (attached 
hereto as APPENDIX II) currently does not prohibit this type of action by       
written consent.  Consequently, a person or group of persons holding a majority 
interest in the new Delaware corporation could take significant corporate action
without giving to all stockholders advance notice or the opportunity to vote.   
Our board of directors therefore has adopted, subject to stockholder approval,  
an amendment to the new Delaware corporation's certificate of incorporation that
will prevent the new Delaware corporation's stockholders from taking action     
without a meeting by written consent.                                           

REASONS FOR STOCKHOLDER APPROVAL                                                

 Our board of directors believes that it is in the best interests of our
stockholders to be advised of in advance and given the opportunity to vote on   
any significant corporate action that requires their approval.  If action by    
written consent without a meeting is permitted, then a majority of the          
stockholders could consent in writing to certain action without advance notice  
to the other stockholders.  Requiring advance notice of proposed stockholder    
action provides all stockholders with the opportunity to express their views on 
the proposed action and to obtain the support or opposition of other            
stockholders.  Our board of directors believes that stockholder decisions that  
have been reached only after all stockholders have received notice and have had 
an opportunity to express their views will better reflect the best interests of 
all of our stockholders.                                                        

Like Proposal Seven, this proposed amendment is intended to protect   
against attempts to acquire control of the new Delaware corporation by coercive 
and unfair practices that do not treat all shareholders equally.  By forcing our
stockholders to take action only at a meeting, this proposed amendment is       
intended to prevent a potential acquiror from taking control of our company by  
soliciting the written consent of a simple majority of our stockholders.  This  
proposal should encourage potential acquirors to negotiate with our board of    
directors before making a takeover bid.  These negotiations should provide our  
board of directors with the time it needs to evaluate any takeover proposal and 
to review alternatives with a goal of maximizing value for all of our           
stockholders.  This proposal is also intended to prevent a potential acquiror   
from avoiding the requirements of Proposal Seven by taking action without       
holding a stockholders meeting.                                                 

POTENTIAL ANTI-TAKEOVER EFFECTS                                                 

Action by written consent may, in some circumstances, permit our      
stockholders to take action opposed by our board of directors more rapidly than 
would be possible if a meeting were required.  Action by written consent may    
include proposals to approve offers to acquire the new Delaware corporation, to 
acquire the assets of the new Delaware corporation or to replace members of our 
board of directors, which proposals our board of directors may oppose.  The     
proposed amendment to the new Delaware corporation's certificate of             
incorporation therefore may complicate or delay any attempt to assume control of
the new Delaware corporation without the approval of our board of directors.    
This provision may discourage or make it more difficult to complete a merger,   
tender offer, proxy contest or the assumption of control and removal of our     
incumbent management, even though this action might be beneficial to the new    
Delaware corporation and our stockholders.  Our board of directors nonetheless  
believes that it is important that it give advance notice of and consideration  
to any stockholder action and that                                              

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stockholders discuss at a meeting any matters which may affect their rights.    
See "Proposal Five--Domestication into the State of Delaware--Corporate         
Governance Differences; Delaware and Alberta Law Comparisons--Anti-Takeover     
Effects."                                                                       

While it may be deemed to have potential anti-takeover effects, the   
proposed amendment is not prompted by any specific effort or takeover threat    
that we currently perceive.  We presently are not aware of any attempt to take  
over or acquire the existing Alberta corporation or to remove our incumbent     
management.                                                                     

THE PROPOSED AMENDMENT                                                          

If our stockholders approve this Proposal Eight, then our board of    
directors will amend the new Delaware corporation's certificate of incorporation
by adding the following section after Article SIXTH, Section (7):               

"(8)  No action that is required or permitted to be 
taken by the stockholders of the Corporation at any annual or special 
meeting of stockholders may be effected by written consent of         
stockholders in lieu of a meeting of stockholders."                   

VOTE REQUIRED                                                                   

  The approval of the proposed amendment to the new Delaware corporation's
certificate of incorporation to eliminate the right to act by written consent   
requires the affirmative vote of a majority of all outstanding shares of common 
stock as of ___________, 1999, the record date.                                 

Under Delaware law, we will count abstentions and broker non-votes to 
determine the presence or absence of a quorum for the transaction of business,  
but we will not count them as votes cast.  Accordingly, abstentions and broker  
non-votes will have the effect of votes against the proposal.                   

 Our board of directors has unanimously approved and recommends that you
vote "FOR" the amendment to the new Delaware corporation's certificate of       
incorporation to eliminate the right to act by written consent.                 

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     PROPOSAL NINE

     AMENDMENT TO THE NEW DELAWARE CORPORATION'S
     CERTIFICATE OF INCORPORATION AND BYLAWS
      TO REQUIRE A SUPERMAJORITY VOTE TO AMEND CERTAIN PROVISIONS OF THE
      NEW DELAWARE CORPORATION'S CERTIFICATE OF INCORPORATION AND BYLAWS

GENERAL                                                                         

 Delaware law provides that the vote of the holders of a majority of the
outstanding shares entitled to vote is required to alter, amend, change or      
repeal a corporation's certificate of incorporation, unless otherwise specified 
in the corporation's certificate of incorporation or bylaws.  Our board of      
directors has adopted, subject to stockholder approval, amendments to the new   
Delaware corporation's certificate of incorporation and bylaws that would       
require the affirmative vote of the holders of at least two-thirds of the       
outstanding shares entitled to vote to amend Article SIXTH of the new Delaware  
corporation's certificate of incorporation, and Sections 1.2 and 1.13 of the new
Delaware corporation's bylaws, which govern:                                    

-    the size of our board of directors;                    

       -    the elimination of actions by written consent of stockholders;

-    advance notice requirements;                           

-    the removal of directors; and                          

-    the filling of vacancies on the board of directors.    

REASONS FOR STOCKHOLDER APPROVAL                                                

As discussed above in Proposals Six through Eight, our board of   
directors believes it is in the best interests of our stockholders to be advised
of in advance and given the opportunity to consider and vote on any significant 
corporate action that requires the approval of the stockholders.  The proposed  
amendments described in Proposals Six through Eight are intended to further this
goal.  This Proposal Nine is designed to prevent a stockholder with a majority  
of the voting power from avoiding the protections of the proposed amendments    
described in Proposals Six through Eight by simply repealing them.              

    This proposed amendment, like Proposals Six through Eight, is intended
to protect against attempts to acquire control of the new Delaware corporation  
by coercive and unfair practices that do not treat all shareholders equally.  By
forcing potential acquirors to comply with the protections of the proposed      
amendments in Proposals Six through Eight, this proposed amendment should force 
potential acquirors to negotiate with our board of directors before making a    
takeover bid.  These negotiations should provide our board of directors with the
time it needs to evaluate any takeover proposal and to review alternatives with 
a goal of maximizing value for all of our stockholders.                         

POTENTIAL ANTI-TAKEOVER EFFECTS                                                 

This supermajority voting provision may discourage or make it more
difficult to complete a merger, tender offer, proxy contest or the assumption of
control and removal of our incumbent management, even though this action might  
be beneficial to the new Delaware corporation and our stockholders.  While it   
may be deemed to have potential anti-takeover effects, the proposed Articles    
THIRTEENTH and FOURTEENTH are not prompted by any specific effort or takeover   
threat that we currently perceive.  We presently are not aware of any attempt to
take over or acquire the existing Alberta corporation or to remove our incumbent
management.  See "Proposal Five--Domestication into the State of                
Delaware--Corporate Governance Differences; Delaware and Alberta Law            
Comparisons--Anti-Takeover Effects."                                            

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THE PROPOSED AMENDMENTS                                                         

If the stockholders approve this Proposal Nine, then our board of 
directors will amend the new Delaware corporation's certificate of incorporation
by deleting Article THIRTEENTH and replacing it with the following:             

        "THIRTEENTH.  Notwithstanding any other provisions of this
Certificate of Incorporation or the bylaws of the Corporation (and
   notwithstanding the fact that a lesser percentage may be specified by
law, this Certificate of Incorporation or the bylaws of the       
    Corporation), the affirmative vote of the holders of two-thirds of the
  total voting power of all shares of the Corporation entitled to vote
 generally in the election of directors, voting together as a single
 class, shall be required to amend or repeal, or adopt any provision
inconsistent with, this Article THIRTEENTH or Articles SIXTH or   
FOURTEENTH."                                                      

        "FOURTEENTH.  Notwithstanding any other provisions of this
Certificate of Incorporation or the bylaws of the Corporation (and
  notwithstanding the fact that a lesser percentage maybe specified by
law, this Certificate of Incorporation or the bylaws of the       
    Corporation), the affirmative vote of the holders of two-thirds of all
    outstanding shares of common stock of the Corporation entitled to vote
 generally in the election of directors, voting together as a single
 class, shall be required to amend or repeal, or adopt any provision
inconsistent with, Sections 1.2, 1.13 or 7.6 of the Corporation's 
bylaws."                                                          

If the stockholders approve this Proposal Nine, then our board of 
directors will also amend the new Delaware corporation's bylaws by deleting     
Section 7.6 and replacing it with the following:                                

              "Section 7.6.  AMENDMENTS.  These bylaws may be altered, amended
or repealed, and new bylaws made, at any meeting of the Board of  
      Directors or of the stockholders, provided notice of the proposed change
     was given in the notice of the meeting and, in the case of a meeting of
the Board, in a notice given not less than two days prior to the  
meeting; PROVIDED, HOWEVER, that, in the case of amendments by    
   stockholders, notwithstanding any other provisions of these bylaws or
   any provision of law which might otherwise permit a lesser vote or no
 vote, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation
    required by law, the Certificate of Incorporation or these bylaws, the
 affirmative vote of the holders of at least two-thirds of the total
      voting power of all shares of the Corporation entitled to vote generally
    in the election of directors, voting together as a single class, shall
 be required to amend or repeal, or adopt any provision inconsistent
      with, this Section 7.6 or any provision of Sections 1.2 or 1.13 of these
bylaws."                                                          

VOTE REQUIRED                                                                   

The approval of the proposed amendments to the new Delaware       
corporation's certificate of incorporation and bylaws to require a supermajority
vote to amend the new Delaware corporation's certificate of incorporation or    
bylaws requires the affirmative vote of a majority of all outstanding shares of 
common stock as of ___________, 1999, the record date.                          

   Under Delaware law, we will count abstentions and broker non-votes to
determine the presence or absence of a quorum for the transaction of business,  
but we will not count them as votes cast.  Accordingly, abstentions and broker  
non-votes will have the effect of votes against the proposal.                   

     Our board of directors has unanimously approved and recommends that you
vote "FOR" the proposed amendments to require a supermajority vote to amend the 
new Delaware corporation's certificate of incorporation or bylaws.              

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      PROPOSAL TEN

      APPROVAL OF FORM INDEMNIFICATION AGREEMENT

GENERAL                                                                         

   We intend to enter into indemnification agreements with our directors
and executive officers upon the effectiveness of the Delaware domestication.    
These indemnification agreements will, among other things, provide the maximum  
protection permitted by Delaware law for the indemnification of the directors   
and executive officers of the new Delaware corporation.                         

 Section 144 of the General Corporation Law of the State of Delaware
provides that no transaction between the corporation and:                       

-    one or more of its directors or officers;              

  -    any other corporation, partnership, association, or other
            organization in which one or more of its directors or officers
are directors or officers; or                     

  -    any other corporation, partnership, association, or other
            organization in which one or more of its directors or officers
have a financial interest;                        

is void solely because (1) the relationship exists, (2) the director or officer 
is present or participates in the board meeting which authorizes the            
transaction, or (3) the director's or officer's votes are counted for           
authorizing the transaction, if:                                                

   -    the material facts relating to the director's or officer's
              relationship or interest are disclosed or are known to the board
        of directors and a majority of the disinterested directors
       authorizes the transaction in good faith, even though the
 disinterested directors do not constitute a quorum;

   -    the material facts relating to the director's or officer's
        relationship or interest are disclosed or are known to the
       stockholders entitled to vote on the transaction, and the
               transaction is specifically approved in good faith by vote of the
stockholders; or                                  

        -    the transaction is fair to the corporation as of the time it is
            authorized, approved or ratified, by the board of directors or
the stockholders.                                 

  If the stockholders approve the Delaware domestication, then the new
Delaware corporation intends to enter into indemnification agreements with each 
of its directors and executive officers.  Although we believe that the          
indemnification agreements are just and reasonable, and that stockholder        
approval therefore may not be required, we believe that it is appropriate to    
submit the indemnification agreements to our stockholders for consideration.  If
the indemnification agreements are approved, then no stockholder may later claim
that the indemnification agreements are invalid due to improper authorization.  
If the indemnification agreements are not approved, then a stockholder may claim
that the agreements are invalid.  If a stockholder does assert this type of     
claim, then the person asserting the validity of the agreements may have the    
burden of proving that they were just and reasonable to the new Delaware        
corporation at the time they were authorized.                                   

     Insurance has traditionally provided additional protection to directors
and officers by covering litigation expenses and judgments in a wide range of   
cases, even if a corporation cannot indemnify them directly.  In recent years,  
however, insurance for director and officer liability has become either         
unavailable or available only in reduced amounts and at substantially increased 
prices.  In light of this situation, our board of directors has determined that 
it is in our best interests to supplement any insurance coverage that the new   
Delaware corporation may maintain by entering into the indemnification          
agreements.                                                                     

We request that you review and approve the proposed form of       
indemnification agreement in substantially the form attached hereto as APPENDIX 
IV.  Please read the attached agreement in its entirety.                        

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TERMS OF THE INDEMNIFICATION AGREEMENTS                                         

   The proposed form of indemnification agreement is intended to provide
the maximum indemnification to our directors and executive officers allowed     
under Delaware corporate law, including indemnification not expressly permitted 
by the statute.  The proposed form of indemnification agreement covers all      
expenses, judgments, penalties, fines and amounts paid in settlement (if        
approved in advance by the new Delaware corporation) arising from claims based  
on the indemnified party's action or inaction while serving as a director or    
executive officer of the new Delaware corporation, any subsidiary or another    
entity (if at the new Delaware corporation's request).  Indemnification would   
not be available, however, for a claim if a court determines that               
indemnification is not permitted under applicable law.                          

  The proposed form of indemnification agreement also provides for the
prompt advancement of all expenses incurred in connection with any claim.  If it
is later determined that the indemnified party was not entitled to              
indemnification, then he is obligated to reimburse the new Delaware corporation 
for all amounts advanced.                                                       

     The proposed form of indemnification agreement also provides that it is
not exclusive, although it does prohibit double payment.  While the proposed    
form of indemnification agreement does not require the new Delaware corporation 
to maintain liability insurance for directors and executive officers, if a      
policy exists, then indemnification must be provided for any liability in excess
of the maximum coverage afforded under the liability insurance policy.  The     
proposed form of indemnification agreement, together with the limitation of     
liability provided by the new Delaware corporation's certificate of             
incorporation, will reduce significantly the number of instances in which       
directors might be held liable to the new Delaware corporation or its           
stockholders for monetary damages.  Therefore, you should note that the         
directors have a direct personal interest in the approval of the indemnification
agreements.                                                                     

   Steven M. Caira, our president, chief executive officer, acting chief
financial officer and chairman of the board of directors is currently a         
defendant in a pending lawsuit.  See "Business--Legal Proceedings." A verdict   
for the plaintiff in this suit might result in a claim for indemnification      
under the indemnification agreements.  We are not aware of any other pending    
or threatened litigation involving any of our other directors or executive      
officers.                                                                       

REASONS FOR THE STOCKHOLDER APPROVAL                                            

  We believe that our stockholders should approve the proposed form of
indemnification agreement because:                                              

          -    the increasing hazard and related expense of unfounded litigation
     against directors, executive officers and other service
providers;                                        

        -    the general unavailability of liability insurance for directors
             and executive officers or significant limitations in the amount
and breadth of the coverage;                      

   -    dramatic increases in premiums for liability insurance for
directors and executive officers; and             

  -    our potential inability to continue to attract and retain
          qualified directors and executive officers in light of these
circumstances.                                    

   Although the foregoing concerns have not prevented us from attracting
and retaining directors and executive officers, our board of directors believes 
that the indemnification agreements will strengthen our ability to attract and  
retain the services of knowledgeable and experienced persons who can make a     
significant contribution to our success.  We believe that the indemnification   
agreements will complement the indemnity available under Delaware corporate law,
the new Delaware corporation's certificate of incorporation and bylaws, and any 
insurance policies that the new Delaware corporation may maintain.              

VOTE REQUIRED                                                                   

The approval of the form indemnification agreements requires the  
affirmative vote of a majority of the votes present or represented by proxy and 
entitled to vote on this subject matter at the meeting and held by              

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disinterested stockholders.  Since each director and each executive officer is  
an interested party with respect to this matter, shares owned directly or       
indirectly by any director or executive officer may not be voted on this        
proposal although they will be counted for purposes of determining whether a    
quorum is present.                                                              

     Under Delaware law, we will count abstentions to determine the presence
or absence of a quorum for the transaction of business, but we will not count   
them as votes cast.  Accordingly, abstentions will have the effect of votes     
against the proposal.  A broker non-vote will not be treated as entitled to vote
on this subject matter at the meeting.                                          

     Our board of directors has unanimously approved and recommends that you
vote "FOR" the approval of the proposed form of indemnification agreement.      

ANTI-TAKEOVER MEASURES CURRENTLY INCLUDED IN THE NEW DELAWARE         
CORPORATION'S CERTIFICATE OF INCORPORATION AND BYLAWS         

      Delaware corporate law and the new Delaware corporation's certificate of
incorporation and bylaws currently include several provisions that could        
discourage or make it more difficult to complete a merger, tender offer, proxy  
contest or the assumption of control and removal of our incumbent management.   
These anti-takeover effects could deter actions that might be beneficial to the 
new Delaware corporation and our stockholders.                                  

  BLANK CHECK PREFERRED STOCK.  The term "blank check preferred stock"
refers to the inclusion of a provision in a company's certificate of            
incorporation that allows the company's board of directors to issue preferred   
stock and to determine the characteristics of that preferred stock.  The new    
Delaware corporation's certificate of incorporation contains a blank check      
preferred stock provision that authorizes our board of directors to issue       
shares of preferred stock in one or more series and to determine the            
preferred stock's characteristics, including voting and conversion rights.      
In addition, our board of directors may redeem all or any part of any series    
of preferred stock at any time in compliance with the terms of the preferred    
stock.                                                                          

    Faced with an attempted hostile takeover, our board of directors could
use this blank check preferred stock to create dilutive effects, voting         
impediments or buyout obstacles, or to otherwise frustrate persons seeking to   
acquire control of the new Delaware corporation.                                

  SECTION 203 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.
After the Delaware domestication, we will be governed by Delaware corporate law,
including Section 203 of the General Corporation Law of the State of Delaware.  
In general, Section 203 prohibits a publicly-held Delaware corporation from     
engaging in a "business combination" with an "interested stockholder" for a     
period of three years following the time that the person became an interested   
stockholder, unless (with certain exceptions) our board of directors approves   
the business combination or the transaction in which the person became an       
interested stockholder.  Generally, a business combination includes a merger,   
asset or stock sale, or other transaction resulting in a financial benefit to   
the interested stockholder.  In addition, an interested stockholder is generally
a person who, together with affiliates and associates, owns, or within three    
years before the determination of interested stockholder status, did own, 15% or
more of a corporation's voting stock.  This provision could have anti-takeover  
effects with respect to transactions not approved in advance by our board of    
directors, including discouraging takeover attempts that might offer a premium  
over the market price of the common stock.  See "Proposal Five--Domestication   
into the State of Delaware--Corporate Governance Differences; Delaware and      
Alberta Law Comparisons--Anti-Takeover Effects--Delaware Anti-Takeover Law."    

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  NO CUMULATIVE VOTING.  The new Delaware corporation's certificate of
incorporation does not authorize cumulative voting for the election of          
directors.  Cumulative voting would enable substantial minority stockholders to 
have representation on our board of directors.  The absence of cumulative voting
could therefore be considered as an anti-takeover measure.                      

     Our board of directors does not intend to propose any amendments to the
new Delaware corporation's certificate of incorporation or bylaws, other than   
Proposals Six through Nine, which would impact an attempt by a third party to   
obtain control of the new Delaware corporation.  You should read Proposals Six  
through Nine for a more complete description of the potential anti-takeover     
effects created by these proposals.                                             

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      DESCRIPTION OF CAPITAL STOCK

     The existing Alberta corporation's authorized capital stock consists of
an unlimited number of common shares and an unlimited number of preferred       
shares.  If the Delaware domestication is completed, after giving effect to the 
one-for-fifteen common share consolidation, then the authorized capital of the  
new Delaware corporation will consist of 20,000,000 shares of common stock, par 
value US $0.001 per share, 750,000 shares of Class A Preferred Stock, par value 
US $0.001 per share, and 750,000 shares of preferred stock, par value US $0.001 
per share.                                                                      

   The following summaries of certain provisions of the common stock and
preferred stock are not complete.  You should review the new Delaware           
corporation's certificate of incorporation, a copy of which is attached as      
APPENDIX II.                                                                    

COMMON STOCK                                                                    

 As of May 31, 1999, the existing Alberta corporation had 84,744,165
common shares outstanding.  If the Delaware domestication is completed, then the
holders of common shares will become holders of shares of common stock of the   
new Delaware corporation.  After giving effect to the common share              
consolidation, there will be approximately 5,650,300 shares of common stock     
outstanding.                                                                    

 The holders of the existing Alberta corporation's common shares are
entitled to, among other things:                                                

     -    one vote per share on all matters submitted to a shareholder
vote;                                             

        -    receive a pro rata share of any dividends declared by our board
              of directors out of funds legally available for paying dividends
              subject to preferences applicable to outstanding shares of Class
              A Series III Preferred Shares (see "--Preferred Stock--Dividends
and Liquidation Preference"); and                 

        -    if the existing Alberta corporation is liquidated, dissolved or
              wound-up, receive a pro rata share of all assets remaining after
            we have paid our liabilities and the liquidation preference of
       the Class A Series III Preferred Shares (see "--Preferred
Stock--Dividends and Liquidation Preference").    

 Holders of the existing Alberta corporation's common shares have no
preemptive rights and no rights to convert their common shares into any other   
securities.  In addition, there are no redemption or sinking fund provisions    
with respect to the common shares.  All of the outstanding common shares are    
fully paid and non-assessable.  The rights, preferences and privileges of       
holders of common shares are subject to, and may be affected adversely by, the  
rights of the holders of shares of the Class A Series III Preferred Shares and  
any series of preferred shares that the existing Alberta corporation may        
designate and issue in the future.                                              

The rights of the holders of common stock after the Delaware      
domestication will be substantially similar to the rights of the holders of     
common shares.  For a description of the differences of stockholder rights after
the Delaware domestication, see "Proposal Five--Domestication into the State of 
Delaware Corporate Governance Differences; Delaware and Alberta Law             
Comparisons."                                                                   

PREFERRED STOCK                                                                 

      As of May 31, 1999, the existing Alberta corporation had 750,000 Class A
Series III Preferred Shares outstanding.  If the Delaware domestication is      
completed, then the holders of Class A Series III Preferred Shares will receive 
shares of Class A Preferred Stock of the new Delaware corporation.  Although the
one-for-fifteen common share consolidation will affect the conversion ratio of  
the shares of Class A Preferred Stock, the conversion will not affect the number
of outstanding shares of Class A Preferred Stock.  See "--Conversion Right."    

  DIVIDENDS AND LIQUIDATION PREFERENCE.  Holders of Class A Series III
Preferred Shares are entitled to a pro-rata share of any dividends declared by  
our board of directors, so long as the dividends are paid out of funds legally  
available for paying dividends.  If the existing Alberta corporation liquidates,
dissolves, sells all of our assets or distributes any of our capital before we  
distribute anything to the holders of common shares, holders of                 

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Class A Series III Preferred Shares are entitled to receive US $0.001 for       
each Class A Series III Preferred Shares held and a pro-rata share of any       
unpaid dividends accrued with respect to each preferred share held.             

CONVERSION RIGHT.  Each Class A Series III Preferred Share may be 
converted into ten common shares if our subsidiary TomaHawk II, Inc. earns Cdn. 
$2.50 per shares in net income after tax, but adjusted to add back the following
expenses:                                                                       

-    depletion                                              

-    deferred taxes;                                        

-    amortization of goodwill; and                          

-    deferred research and development costs.               

    If the Delaware domestication is completed and TomaHawk II, Inc. earns
Cdn. $2.50 per share in adjusted net income after tax, then, after giving effect
to the one-for-fifteen common share consolidation, each share of Class A        
Preferred Stock may be converted into 0.67 shares of common stock of the new    
Delaware corporation.  Our articles of incorporation also permit us to apply to 
The Alberta Stock Exchange to amend the terms of conversion.  The Class A       
Preferred Stock will be cancelled if they are not eligible for conversion by    
December 31, 1999.                                                              

After the Delaware domestication, the rights of holders of Class A
Preferred Stock will be substantially similar to the rights that they have as   
holders of Class A Series III Preferred Shares.  For a description of the       
differences of stockholder rights after the Delaware domestication, see         
"Proposal Five--Domestication into the State of Delaware Corporate Governance   
Differences; Delaware and Alberta Law Comparisons."                             

    CANCELLATION OF PREFERRED STOCK.  If we become insolvent, file or have
filed against us a petition in bankruptcy, or stop operating our business, then 
the Class A Series III Preferred Shares must be surrendered to us for           
cancellation.                                                                   

CHANGE OF CONTROL PROVISIONS                                                    

     The existing Alberta corporation's articles of incorporation and bylaws
include certain provisions that may discourage or make it more difficult to take
control of the existing Alberta corporation.  These provisions include:         

      BLANK CHECK PREFERRED STOCK.  The existing Alberta corporation currently
is authorized to issue an unlimited number of preferred shares by action of our 
board of directors without further action by our shareholders.  Our board of    
directors could authorize the issuance of preferred shares with special voting  
and other rights that could deter, or hinder the completion of, any proposed    
tender offer, merger or other attempt to gain control of our company which is   
not approved by our board of directors, to the extent permissible under         
applicable law.  Issuance of preferred shares could make removal of incumbent   
management more difficult, even if this removal were viewed to be in the best   
interests of our shareholders.  We have no present plans to issue additional    
preferred shares.                                                               

      INCREASED STOCKHOLDER VOTE FOR AMENDMENT OF CERTIFICATE OF INCORPORATION
OR BYLAWS  Under Alberta corporate law, amendments to our articles of           
incorporation require the approval of two-thirds of the outstanding shares      
entitled to vote on the amendment.  This requirement makes it more difficult to 
amend our articles of incorporation, including those provisions that tend to    
deter takeover attempts.  Obtaining a greater than majority vote can be         
difficult, especially if our management opposes the proposed action.  As of May 
31, 1999, our directors and executive officers and the directors and executive  
officers of TomaHawk II, Inc. held an aggregate of 24.2% of the outstanding     
common shares.                                                                  

      If the Delaware domestication is approved, then these provisions will be
included in the new Delaware corporation's certificate of incorporation and     
bylaws.  In addition, if approved, the proposed amendments to the new Delaware  
corporation's certificate of incorporation and bylaws described in Proposals Six
through Nine of this Proxy Statement and Information Circular also may deter an 
attempt to take control of the new Delaware corporation.  These proposed        
amendments are:                                                                 

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      PROPOSAL SIX -- ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS AND PROPOSALS.
If approved, Proposal Six would require that stockholders provide us with       
advance notice of all nominations for the election of directors and proposals to
be considered at a meeting of stockholders.  This proposal also would require   
stockholders to provide us with certain information about their nominees and    
proposals.  See "Proposal Six--Amendment to the New Delaware Corporation's      
Certificate of Incorporation and Bylaws to Require Advance Notice of Stockholder
Nominations and Proposals-- General."  The advance notice requirement would not 
give to our board of directors the power to approve or disapprove stockholder   
nominations or proposals.  However, it might preclude a contest for the election
of directors if the nominating stockholder does not follow the established      
procedures.  See "Proposal Five--Domestication into the State of                
Delaware--Corporate Governance Differences; Delaware and Alberta Law            
Comparisons--Anti-Takeover Effects--Advance Notice Requirements for Shareholder 
Proposals and Director Nominations."                                            

    PROPOSAL SEVEN -- ELIMINATION OF THE ABILITY OF STOCKHOLDERS TO CALL A
SPECIAL MEETING  If approved, Proposal Seven would eliminate the stockholders'  
ability to call a special meeting.  When combined with the elimination of the   
stockholders' ability to act by written consent in Proposal Eight, this         
amendment would prevent our stockholders from taking any action opposed by our  
board of directors until the next annual meeting of stockholders.  This proposal
would make it more difficult to take control of the new Delaware corporation.   
See "Proposal Five--Domestication into the State of Delaware--Corporate         
Governance Differences; Delaware and Alberta Law Comparisons--Anti-Takeover     
Effects--Special Meetings of Shareholders" and "Proposal Seven--Amendment to the
New Delaware Corporation's Certificate of Incorporation and Bylaws to Prohibit  
Stockholders from Calling Special Meetings of the Stockholders."                

      PROPOSAL EIGHT -- STOCKHOLDERS CANNOT TAKE ACTION BY WRITTEN CONSENT  If
Proposal Eight is approved, then our stockholders will not be able to take any  
action by written consent.  If adopted, the proposed amendment would tend to    
support incumbent directors and management and make it more difficult for       
stockholders to take certain actions even if the actions are desired by the     
holders of a majority of the outstanding shares.  See "Proposal                 
Five--Domestication into the State of Delaware--Corporate Governance            
Differences; Delaware and Alberta Law Comparisons--Anti-Takeover                
Effects--Shareholder Action by Written Consent" and "Proposal Eight--Amendment  
to the New Delaware Corporation's Certificate of Incorporation to Eliminate     
Actions of the Stockholders by Written Consent Without a Meeting."              

      PROPOSAL NINE -- INCREASED STOCKHOLDER VOTE FOR AMENDMENT OF THE CERTAIN
PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS.  Under Delaware      
corporate law, a corporation's certificate of incorporation and bylaws can be   
amended by a simple majority of the shares entitled to vote on the amendment.   
If Proposal Nine is approved, then amendments to certain provisions of the new  
Delaware corporation's certificate of incorporation and bylaws would require the
concurrence of the holders of at least two-thirds of the voting power of the new
Delaware corporation entitled to vote on the amendment.  This requirement is    
designed to prevent a stockholder controlling a majority of the voting power    
from avoiding the requirements of the anti-takeover provisions by simply        
repealing them.  This proposal may tend to discourage takeover attempts.  See   
"Proposal Five--Domestication into the State of Delaware--Corporate Governance  
Differences; Delaware and Alberta Law Comparisons--Anti-Takeover                
Effects--Amendments to the Certificate of Incorporation and Bylaws" and         
"Proposal Nine--Amendment to the New Delaware Corporation's Certificate of      
Incorporation and Bylaws to Require a Supermajority Vote to Amend Certain       
Provisions of the New Delaware Corporation's Certificate of Incorporation and   
Bylaws."                                                                        

      SECTION 203 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.  If
the Delaware domestication is approved, then we will be governed by Delaware    
corporate law, including Section 203 of the General Corporation Law of the State
of Delaware.  In general, Section 203 prohibits a publicly-held Delaware        
corporation from engaging in a "business combination" with an "interested       
stockholder" for a period of three years following the time that the person     
became an interested stockholder, unless (with certain exceptions) our board of 
directors approves the business combination or the transaction in which the     
person became an interested stockholder.  Generally, a business combination     
includes a merger, asset or stock sale, or other transaction resulting in a     
financial benefit to the interested stockholder.  In addition, an interested    
stockholder is generally a person who, together with affiliates and associates, 
owns (or within three years before the determination of interested stockholder  
status, did                                                                     

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own) 15% or more of a corporation's voting stock.  This provision could have    
anti-takeover effects with respect to transactions not approved in advance by   
our board of directors, such as discouraging takeover attempts that might offer 
a premium over the market price of the common stock.  See "Proposal             
Five--Domestication into the State of Delaware--Corporate Governance            
Differences; Delaware and Alberta Law Comparisons--Anti-Takeover                
Effects--Delaware Anti-Takeover Law."                                           

TRANSFER AGENT AND REGISTRAR                                                    

   Our transfer agent and registrar for our common shares is CIBC Mellon
Trust.  If the Delaware domestication is approved, then our transfer agent and  
registrar for our common stock will continue to be CIBC Mellon Trust.           

DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES    

    If the Delaware domestication and the proposed form of indemnification
agreement are approved (see "Proposal Five--Delaware Domestication into the     
State of Delaware" and "Proposal Ten--Approval of Form Indemnification          
Agreement"), then the indemnification provisions provided in our certificate of 
incorporation, bylaws and agreements with directors and executive officers will 
provide for broad indemnification under Delaware corporate law with no express  
exclusion for liabilities arising under or in connection with the Securities    
Act.  In the SEC's opinion, indemnification for liabilities arising under the   
Securities Act is against public policy and therefore is unenforceable.         

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      BUSINESS

OVERVIEW                                                                        

      TomaHawk Corporation is the parent holding company of TomaHawk II, Inc.,
a Delaware corporation.  TomaHawk II, Inc. provides document imaging and        
conversion, engineering design and manufacturing services to both the U.S.      
federal government and commercial customers.  References to "TomaHawk," "we" or 
"us" include TomaHawk Corporation and TomaHawk II, Inc.                         

Our current services include:                                     

          -    scanning and conversion of large and small technical documents to
            computer intelligent or computer-aided-design ("CAD") formats;

       -    numerical control programming for the automated manufacture of
parts and components;                             

-    tool design;                                           

    -    precision machining and inspection of parts and components;

     -    engineering design and analysis of parts and components; and

     -    reverse engineering of parts and components that do not have
               plans, drawings or models to allow for the creation of CAD format
documents.                                        

     Our services, described in more detail below, address significant needs
of both large and small organizations in various industries, including defense, 
aerospace, engineering, architecture, automotive, telecommunications and        
utilities.  To date, we have provided our services primarily to customers in the
defense, aerospace, engineering and architecture industries.                    

      We provide a range of services to our customers throughout the design to
manufacture life cycle of a product or project, including individual services as
well as total project solutions that we refer to as "Paper to Parts."  As an    
outsourcing resource, we provide services to our customers that they cannot     
perform internally or that supplement their existing capabilities.  In addition,
by utilizing our services, and not performing the same services in-house, our   
customers can determine more accurately project completion dates and control    
project costs, as we generally perform our services based on quoted budgets and 
delivery schedules.                                                             

     We believe that two emerging trends will continue to affect the current
market for our services.  The first trend is the continued evolution and        
acceptance of CAD technology.  Some form of CAD technology is utilized in       
designing everything from manufactured parts to complex machinery.  Our         
customers are beginning to convert their inventories of historical documents to 
electronic format to make them compatible with current CAD design.  The second  
trend involves the current industry movement toward outsourcing an increasing   
number of tasks and services that can be performed more efficiently by          
independent suppliers.  Companies and governmental agencies at all levels are   
downsizing and turning to outsourcing as a cost-effective alternative to        
maintaining in-house capabilities for non-core functions, tasks or services that
they can purchase more efficiently from other companies.                        

CORPORATE HISTORY                                                               

The predecessor company of TomaHawk Corporation was originally    
incorporated in Alberta, Canada on September 10, 1986.  TomaHawk II, Inc. was   
formed on February 3, 1993.  Effective March 8, 1993, we acquired all of the    
issued and outstanding shares of capital of TomaHawk II, Inc. and commenced our 
current business operations.                                                    

      TomaHawk Corporation currently does not carry on any business other than
acting as the parent holding company of TomaHawk II, Inc.  TomaHawk II, Inc. is 
the sole operating subsidiary through which TomaHawk Corporation conducts its   
business operations.  In order to simplify our capital structure, we intend to  
merge TomaHawk II, Inc. into TomaHawk Corporation at some time after the        
completion of the Delaware domestication.                                       

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      TomaHawk Software, Inc., a corporation organized under the laws of India
and located in Bangalore, India, is a wholly-owned subsidiary of TomaHawk II,   
Inc.                                                                            

SERVICES                                                                        

  We offer document conversion, engineering and manufacturing services
through two primary divisions: (1) document imaging and conversion services and 
(2) engineering and manufacturing services.                                     

 DOCUMENT IMAGING AND CONVERSION SERVICES.  Our document imaging and
conversion services convert technical information from written form (i.e.,      
paper, mylar, parchment, linen, etc.) to electronic format.  In this division,  
we focus primarily on the conversion of technical, engineering and architectural
drawings from their original source document to CAD formats.  We convert the    
following types of documents:                                                   

-    engineering design drawings;                           

-    maps;                                                  

-    technical manuals;                                     

-    electrical schematic drawings;                         

-    architectural design drawings; and                     

-    civil engineering/topographical drawings.              

Our primary document imaging and conversion services are described below:       

               DOCUMENT CONVERSION SERVICES.  Document conversion to intelligent
 electronic formats involves the conversion of documents to computer
     readable or "intelligent" formats.  In this process, we convert scanned
raster (or view only) images to geometric entities such as lines, 
    circles, arcs and splines in a computer vector format to replicate the
    original design or drawing in an intelligent electronic or "CAD ready"
format.  Although adequate for most engineering applications, this
  format only replicates the design or drawing, but is not accurate to
     specific dimensions because original drawings often contain dimensional
inaccuracies when drafted by hand.                                

               Similarly, we convert scanned text previously in raster format on
smaller documents such as technical manuals to their simplest     
intelligent form (i.e.  ASCII).  Computers then can recognize this
information for applications such as engineering changes and word 
processing.  The process of taking a scanned image containing     
   alphanumeric raster images and converting it into intelligent "ASCII"
     characters is called optical character recognition ("OCR").  Once in an
     intelligent (i.e.  ASCII or vector) format, images are no longer simple
   pictures or text, but rather intelligent computer data that forms the
   basis for other, more advanced applications such as CAD applications.

               In addition to converting images to CAD ready formats, we convert
   images to "CAD perfect" format.  CAD perfect format involves computer
    files containing a design or image that is dimensionally accurate even
  though the original source document is not necessarily accurate.  We
provide these CAD models in various application formats, including
AutoCAD, CATIA, Unigraphics, IDEAS, Microstation and Pro-E.       

           PRECISION CONVERSION SERVICES.  Precision conversion services
   focus specifically on supporting customers in the aerospace industry.
In this process, we convert large format drawings that are used   
traditionally in the design and manufacture of aircraft structural
 components and assemblies to CAD ready format.  Because of the high
degree of precision required in the aerospace industry, converted 
documents must match the original documents to a high degree of   
accuracy.                                                         

             Large format aerospace drawings were typically created by hand,
      on a one-to-one scale, to represent the exact shape and configuration of
the parts to be manufactured.  These drawings generally are       

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    un-dimensioned and depict complex geometric entities.  Reproduction of
     the geometry contained within the drawings using manual methods is very
labor intensive and subject to error.                             

             By converting technical drawings into an electronic format, our
precision conversion services allow our customers to work with and
    modify these drawings electronically to facilitate engineering changes
and re-designs and provide the numerical data required to enable  
     automatic machining of components (see "--Engineering and Manufacturing
    Services--Numerical Control Programming Services").  Additionally, the
     base material on which the drawings were created is often distorted due
    to age and exposure to varying environmental conditions over time.  By
converting the documents to an electronic format, we eliminate the
possibility that damage or distortions will make these documents  
  useless.  In addition, our customers can use the electronic files to
     produce multiple copies or to use in direct manufacturing applications.
      Electronic conversion also eliminates the burden of handling and storing
large, bulky design documents.                                    

            DOCUMENT SCANNING SERVICES.  Document (bulk) scanning involves
      the initial conversion process that transforms hard copy documents, such
   as blueprints, engineering drawings, maps and schematics, into raster
    formats.  This process produces an "unintelligent" image, which may be
stored, plotted and edited using an appropriate software package. 

         Once documents are converted to a scanned electronic image,
      customers can store the information electronically for easier access and
retrieval under more advanced indexing or networking methods.  In 
addition, a customer can make these electronic files available    
throughout its enterprise, via local area networks and wide area  
    networks, or store them locally using CD technology.  Electronic files
   also allow for simple creation of additional copies and back-ups, and
eliminate the risk of deterioration and damage.                   

       TEXT INSERTION AND CLEAN-UP SERVICES.  Text insertion and
 clean-up services are common editing services that we provide after
 information has been scanned into a digital format.  Text insertion
 involves the replacement of handwritten characters with type fonts.
     This process allows end-users to edit the text contained in the picture
     or raster image, while reducing text legibility problems.  Our clean-up
 services involve the physical removal of pixels and clean-up of the
      scanned images of drawings that are of poor quality or have deteriorated
  over time.  We use this service to eliminate folds, creases and tear
     lines, and restore faded documents.  This effort promotes greater focus
on the information content and serves to enhance document         
"view-ability."                                                   

 ENGINEERING AND MANUFACTURING SERVICES.  This division provides the
following services:                                                             

-    numerical control ("NC") programming;                  

-    tool engineering and design;                           

-    manufacturing and inspection;                          

-    engineering design; and                                

-    re-engineering and reverse engineering.                

     Our primary engineering and manufacturing services are described below:

        NUMERICAL CONTROL PROGRAMMING SERVICES.  Numerical control
programming is the process of developing numerical (mathematical) 
      controlled instructions for machine tools, called computerized numerical
      control ("CNC") machines.  CNC machines are used to manufacture parts or
tools from raw metal or castings.  In addition to the numerically 
 controlled programs, we provide all machine pre-planning, including
    machine set-up instructions, tool lists and cutter data, including the
speed, feed and depth of cut, for the specific part or tool being 
     machined.  We also provide tool path verification before we release the
      data to the customer, which ensures that mistakes, which are inherent to
 this process because programs are developed manually, are found and
    corrected on the computer screen, rather than on the physical machine,
which can be very costly to a customer.                           

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         TOOL ENGINEERING AND DESIGN SERVICES.  Tool engineering and
    design involves the design of tools required to manufacture or produce
  parts or components.  First, engineers analyze the part or component
    that needs to be manufactured.  Next, the engineers design a tool that
will accomplish the desired objective based on the form, fit and  
     functional relationships of the needed part or component.  Finally, the
      engineers document the means of performing the tasks and create detailed
     plans for the production of the tools necessary to build, handle and/or
store parts used in manufacturing.  Our tool design projects have 
      included the design of assembly jigs, machine fixtures, composite lay-up
    tools, detail tools, structural weld jigs and trim and drill fixtures.

       MANUFACTURING AND INSPECTION SERVICES.  Manufacturing and
 inspection services include precision part and component machining,
utilizing three, four and five-axis CNC machines, and third-party 
 inspection of parts utilizing computerized, programmable inspection
   equipment.  In addition, we have established relationships with other
local manufacturers to supplement our existing manufacturing      
capabilities.                                                     

            THREE-DIMENSIONAL COMPUTER DESIGN SERVICES.  Three-dimensional
computer design services involve the electronic construction of   
      geometric shapes in a three-dimensional computer format.  For example, a
    primary application of this process involves the electronic design and
  modeling of an aircraft part for eventual manufacturing and assembly
     into the aircraft.  This type of modeling can include three dimensional
wireframe or solid modeling.  For solid modeling applications, we 
provide advanced surfacing services, including the electronic     
      development and manipulation of surface contours for a part created in a
      three dimensional model.  Solid models enable engineers to determine the
     exact form, fit and function of a part's geometry before constructing a
   prototype or any production hardware.  This electronic simulation (or
   mock-up) streamlines the design process and brings products to market
much more accurately, in much less time and at much less cost.    

SALES AND MARKETING                                                             

      We market our services to government agencies and private companies that
have document conversion, engineering or manufacturing outsourcing requirements.
Specifically, our marketing efforts are directed at governmental agencies such  
as the U.S. Department of Defense, as well as companies in the aerospace,       
defense, automotive, engineering, architecture, telecommunications and utilities
industries.  To date, we have been more successful in obtaining contracts from  
government agencies than from private companies.  We recently have begun to     
focus additional marketing resources on the private sector in an effort to      
increase the proportion of our revenues derived from commercial sources.        

 Our sales and marketing efforts are conducted by an outside federal
marketing consulting firm, an in-house staff, and by independent sales          
representatives.  We have retained Capstone National Partners, LLC, a federal   
marketing consulting firm, to coordinate our government marketing efforts.  John
Rogers, our former Vice President of Federal Sales and Marketing, is the        
president of Capstone National Partners, LLC.  This consulting firm assists us  
in generating Congressional support and funding for our services, interfacing   
with high level Department of Defense officials, and marketing to and working   
with government agencies to identify opportunities for our services.  We pay to 
Capstone National Partners, LLC a monthly retainer and a commission on our      
revenues from contracts that Capstone National Partners, LLC plays a significant
role in obtaining on our behalf.  We currently do not have a written agreement  
with Capstone National Partners, LLC.  See "Risk Factors--Risk Factors Relating 
to our Continuing Operations--We may not be able to retain the consultant that  
coordinates our marketing efforts directed at the U.S. government."             

   We currently employ eight sales and marketing personnel, of which six
sell our document conversion services, one sells our engineering and            
manufacturing services, and one is responsible for national marketing.  Three of
our document conversion marketers are responsible for the western United States,
two for the eastern United States, and one for the Midwest.  We also retain four
independent sales representatives that sell engineering and manufacturing       
services.  Each of these independent representatives is responsible for specific
segments of our engineering and manufacturing services, and markets these       
services on a national basis.                                                   

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     In March 1999, we entered into a teaming agreement with Oce Deutschland
GmbH, a corporation organized under the laws of Germany specializing in the sale
of copiers, scanners, plotters and other imaging equipment.  Under this teaming 
agreement, Oce obtained exclusive rights to market our services in Germany.  To 
date, we have received a small amount of business from this relationship.       

ADCS PROGRAM AND GOVERNMENT CONTRACTS                                           

  ADCS PROGRAM.  In 1998, we received approximately 69.0% of our total
revenues from contracts for document conversion services funded by the U.S.     
Department of Defense through the Automated Document Conversion Systems ("ADCS")
program.  As a percentage of document conversion revenues, these contracts      
represented approximately 77.1% of our total document conversion service        
revenues in 1998.                                                               

  Congress created the ADCS program in 1993 to provide funding for the
Department of Defense's initiative to convert its hard-copy documents into an   
electronic CAD-ready format.  Annual funding for the ADCS program has increased 
steadily since its inception, from US $20 million in 1997, to US $40 million in 
1998 and to US $45 million in 1999.  Once Congress authorizes and appropriates  
funding, the Department of Defense selects specific projects for funding from a 
list of projects proposed by each of the armed services.                        

 INTERGRAPH CONTRACTS.  During 1998, we received the majority of our
document conversion revenues from ADCS related contracts through a subcontract  
agreement with Intergraph Corporation.  Under this subcontract agreement, which 
we entered into in March 1997, we provide document conversion services under    
Intergraph Corporation's three prime contracts with the U.S. Department of the  
Navy:                                                                           

-    Naval Sea Systems Command (NAVSEA) CAD-2;              

   -    Naval Facilities Engineering Command (NAVFAC) Installation
Management/Facilities CAD-2; and                  

          -    Naval Air Systems Command/Space and Naval Warfare Systems Command
(NAVAIR/SPAWAR) CAD-2.                            

These prime contracts are 12-year indefinite delivery indefinite  
quantity agreements, under which Intergraph Corporation and its subcontractors  
provide a wide range of CAD and computer-aided manufacturing ("CAM") products   
and services.                                                                   

We provide document conversion services under our subcontract with
Intergraph Corporation on a time and effort basis.  Labor rates for our services
are based on rates for labor categories provided in the prime contract.  We     
perform our services under the subcontract only upon our receipt of a purchase  
order that specifies:                                                           

-    the labor categories authorized to work on the project;

         -    the authorized number of hours and labor rates for each of these
labor categories; and                             

      -    the period of performance, which generally ranges between six
months and one year.                              

 GENERAL SERVICES ADMINISTRATION CONTRACT.  We also provide document
conversion services for the Department of Defense under a General Services      
Administration contract awarded to us in November 1998.  This contract          
designates us as an approved General Services Administration vendor, and allows 
us to contract for document conversion services directly with government        
agencies.  This contract does not result, however, in any specific orders for   
services.  Specific orders for document conversion services under our General   
Services Administration contract are described in purchase orders that identify 
the nature, scope and price of the services to be performed.  Orders for        
document conversion services under our General Services Administration contract 
are typically based on fixed prices negotiated in advance of the contract award.
See "Risk Factors--Risk Factors relating to our Continuing Operations--Fixed    
price contracts may adversely affect our profitability."  While we did not      
receive any revenue in 1998 through the General Services Administration         
contract, we believe that a significant                                         

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percentage of future work funded by the government will be contracted through   
the General Services Administration.  Our General Services Administration       
contract expires on September 30, 2001.                                         

     We believe that we will continue to rely heavily on the ADCS Program as
a source of funding for Department of Defense related work, and on the          
Intergraph Corporation and General Services Administration contracts as         
contracting vehicles for this work.  See "Risk Factors--Risk Factors Relating to
our Continuing Operations--We depend on contracts funded by the U.S. government 
to provide the majority of our revenues."                                       

COMPETITION                                                                     

   We compete primarily with small, local firms that individually do not
offer the range of services that we provide.  We are not aware of any           
competitor currently providing the same range of document conversion,           
engineering and manufacturing services that we provide.  In addition, the       
number and size of competitors varies by geographic region.  However, in many   
cases, our most significant competition comes from a customer or potential      
customer that continues to perform comparable services on an in-house basis.    
In addition to performing these services internally, these companies easily     
could elect to offer document conversion services to other companies.  See      
"Risk Factors--Risk Factors Relating to our Continuing Operations--We face      
potential competition from the in-house capabilities of certain customers"      
and "--We face potential competition from new document conversion outsourcing   
businesses because of the relatively low costs of entry."                       

   We believe that the principal competitive factors in our business are
technical understanding, capacity to handle large projects quickly, quality of  
the finished product, past contract performance, personnel qualifications and   
price.                                                                          

CUSTOMERS                                                                       

   The majority of our revenues are derived from contracts funded by the
U.S. Department of Defense.  For the year ended December 31, 1998, the          
Department of Defense accounted for approximately 69.0% percent of our total    
sales.  See "Risk Factors--Risk Factors Relating to our Continuing              
Operations--We depend on contracts funded by the U.S. government to provide     
the majority of our revenues."  Our other customers are primarily large         
companies in the defense and aerospace industries, but we also have provided    
services to large and small customers in the automotive, engineering,           
architecture, telecommunications and utilities industries.  See "Risk           
Factors--Risk Factors Relating to our Continuing Operations--Our private        
sector revenues are highly vulnerable to changes in spending priorities in      
the defense and aerospace industries."  We currently are attempting to          
broaden our commercial customer base and increase the proportion of our         
revenues derived from commercial sources.                                       

PROPRIETARY RIGHTS                                                              

    We consider certain of the processes that we have developed internally
and software that we have modified to be proprietary.  We also have one patent  
pending relating to a proprietary process for the conversion of certain types of
design drawings.  We rely primarily on trade secret laws and employee and       
third-party nondisclosure agreements to protect our proprietary rights.  We do  
not believe that any of our processes or services infringe on the proprietary   
rights of third parties.                                                        

EMPLOYEES                                                                       

    As of May 31, 1999, TomaHawk II, Inc. employed 121 persons, of whom 68
were engaged in document conversion services, 19 in engineering services, 11 in 
manufacturing and inspection services, 8 in sales, marketing, customer support  
and related activities, and 15 in management, administration and finance.  As of
the same date, TomaHawk Software, Inc., the wholly-owned subsidiary of TomaHawk 
II, Inc., employed 40 persons in Bangalore, India, of whom 35 were engaged in   
document conversion services and 5 in management, administration and finance.   
None of our employees is currently represented by a labor union.  We consider   
our relations with our employees to be good.                                    

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ACQUISITION                                                                     

      In an effort to expand our service offerings, TomaHawk II, Inc. acquired
in August 1998 substantially all of the assets of Aerated Engineering Company, a
precision machining company based in San Diego, California.  TomaHawk II, Inc.  
uses the acquired equipment in performing its manufacturing services.  We       
accounted for the acquisition under the purchase method of accounting.          

FACILITIES                                                                      

    Our primary document conversion and engineering operations, as well as
our manufacturing operations, are located in San Diego, California.  We also    
have operation facilities in Vernon Hills, Illinois, Lynnwood, Washington and   
Bangalore, India.  We also maintain sales offices in Washington, D.C. and       
Boston, Massachusetts.                                                          

    TomaHawk II, Inc. currently leases approximately 24,000 square feet of
office and operations space located at 8315 Century Park Court, Suite 200, San  
Diego, California.  The related lease expires on July 1, 2000.  In addition,    
TomaHawk II, Inc. has entered into the following leases:                        

        -    approximately 48,500 square feet of manufacturing space located
            at 7140 Opportunity Road, San Diego, California, pursuant to a
lease expiring on December 3, 2003;               

       -    approximately 3,500 square feet of office and operations space
           located at 50 Lakeview Parkway, #101, Vernon Hills, Illinois,
pursuant to a lease expiring on October 31, 2002; 

        -    approximately 1,200 square feet of office space located at 2901
              North Sheffield, Chicago, Illinois, pursuant to a lease expiring
on December 31, 2000; and                         

          -    approximately 3,300 square feet of office and operations space in
   Bangalore, India, pursuant to a month-to-month lease.

    We believe that these facilities are adequate for our current business
needs.                                                                          

     We are also currently leasing approximately 1,600 square feet of office
and operations space located at 19109 36th Ave. W, #203, Lynnwood, Washington,  
pursuant to a lease expiring on January 31, 2000.  In May 1999, we provided     
notice of our intent to terminate the lease and vacate this space in August     
1999.                                                                           

LEGAL PROCEEDINGS                                                               

      TomaHawk Corporation, together with TomaHawk II, Inc., our current chief
executive officer, Steven M. Caira, and his wife, Renee Caira, are defendants in
a lawsuit filed in the Superior Court for the State of California, County of San
Mateo, entitled DENNIS R. DIRICCO, CO-TRUSTEE OF THE CONNIE DOHERTY LIVING TRUST
V.  TOMAHAWK II, INC., ET AL., Case No.  406661.  In this action, the plaintiff 
makes numerous claims arising out of alleged agreements that plaintiff claims to
have entered into in October 1994, pursuant to which:                           

        -    we allegedly were obligated to issue 2,000,000 common shares to
           the plaintiff's wife as consideration for her transfer of the
           same number of shares to David Smoot, our former chairman and
             chief executive officer, in connection with the settlement of a
              lawsuit between Mr. DiRicco and Mr. Smoot (which did not involve
TomaHawk Corporation or TomaHawk II, Inc.); and   

         -    our current chief executive officer and his wife allegedly would
            hold 1,000,000 common shares in trust for the plaintiff's wife
            and return them to her when they became freely tradable on The
Alberta Stock Exchange.                           

 We have filed a demurrer to the complaint, which seeks to dismiss a
number of the causes of action as a matter of law.  We also have filed a motion 
to prevent the plaintiff from proceeding pro per and to force the plaintiff to  
obtain counsel.  The court has not yet heard the demurrer or the motion.        
Although none of the defendants has filed an answer to the complaint, we and the
other defendants will deny the material allegations,                            

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claiming that they are without merit.  We intend to defend this lawsuit         
vigorously, but cannot express an opinion of the likely outcome at this time.   

WE ALSO ARE AWARE OF OTHER POSSIBLE CLAIMS THAT MR. DIRICCO HAS FROM TIME TO    
TIME ASSERTED AGAINST US, TOMAHAWK II, INC. AND MANY OF OUR PRESENT AND FORMER  
OFFICERS AND DIRECTORS AND THE PRESENT AND FORMER OFFICERS AND DIRECTORS OF     
TOMAHAWK II, INC., NONE OF WHICH CLAIMS WE BELIEVE HAVE ANY MERIT.  WE CURRENTLY
ARE NOT AWARE OF ANY OTHER MATERIAL THREATENED OR PENDING LEGAL PROCEEDINGS.    

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     MARKET FOR THE EXISTING ALBERTA CORPORATION'S COMMON EQUITY
     AND RELATED SHAREHOLDER MATTERS

MARKET PRICE INFORMATION                                                        

The existing Alberta corporation's common shares trade on The Alberta 
Stock Exchange under the symbol "TKC." After the Delaware domestication is      
completed, our common shares will trade on The Alberta Stock Exchange under the 
trading symbol "THK." On May 31, 1999, the common shares closed at Cdn. $0.20   
(US $0.14) on The Alberta Stock Exchange.                                       

The following table sets forth the high and low closing prices of the 
common shares in Canadian dollars, as reported by The Alberta Stock Exchange,   
for the calendar period indicated.  The high and low closing prices also are    
listed in U.S. dollars based on the currency exchange rate on the date when The 
Alberta Stock Exchange reported the listed price.  The prices below represent   
prices between dealers, without adjustment for retail mark-ups, mark-downs or   
commissions, and may not reflect actual transactions.                           

                                                                [Download Table]

                                     CLOSING PRICES                      
                ---------------------------------------------------------
                            HIGH                           LOW           
                ---------------------------    --------------------------
                                                                         
1999                                                                     
First Quarter      Cdn. $0.35 (US $0.23)          Cdn. $0.22 (US $0.15)  

1998                                                                     
Fourth Quarter     Cdn. $0.40 (US $0.26)          Cdn. $0.25 (US $0.16)  
Third Quarter      Cdn. $0.47 (US $0.31)          Cdn. $0.28 (US $0.18)  
Second Quarter     Cdn. $0.56 (US $0.39)          Cdn. $0.20 (US $0.14)  
First Quarter      Cdn. $0.34 (US $0.24)          Cdn. $0.23 (US $0.16)  

1997                                                                     
Fourth Quarter     Cdn. $0.30 (US $0.22)          Cdn. $0.20 (US $0.14)  
Third Quarter      Cdn. $0.34 (US $0.24)          Cdn. $0.17 (US $0.12)  
Second Quarter     Cdn. $0.27 (US $0.19)          Cdn. $0.16 (US $0.12)  
First Quarter      Cdn. $0.35 (US $0.26)          Cdn. $0.21 (US $0.15)  

HOLDERS                                                                         

On May 31, 1999, the number of holders of record of the common shares 
was approximately 170.  We believe that the common shares are owned beneficially
by approximately 700 persons.                                                   

DIVIDEND POLICY                                                                 

  We have never declared nor paid cash dividends on our capital stock.  We
currently intend to retain any earnings for future growth and, therefore, do not
intend to pay any cash dividends in the foreseeable future.  Our board of       
directors may review our dividend policy from time to time in its sole          
discretion.                                                                     

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     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements based on 
our current expectations, estimates and projections about our industry, our     
beliefs and certain assumptions made by us.  Forward-looking statements include 
statements preceded by, followed by or that include terms such as "may," "will,"
"should," "believes," "expects," "anticipates," "estimates," "continues" or     
similar expressions.  These forward-looking statements involve risks and        
uncertainties, and our actual results may differ materially from those          
anticipated or expressed in these statements.  Potential risks and uncertainties
include, among others, those described under the "Risk Factors" section of this 
Proxy Statement and Information Circular.  You should read the following        
discussion in conjunction with our audited consolidated financial statements and
the accompanying notes.  Except as required by law, we undertake no obligation  
to update any forward-looking statement, whether as a result of new information,
future events or otherwise.                                                     

OVERVIEW                                                                        

  TomaHawk Corporation is the parent holding company of TomaHawk II, Inc.,
an Illinois corporation that provides document imaging and conversion,          
engineering and manufacturing services.  TomaHawk II, Inc. is the sole operating
subsidiary through which TomaHawk Corporation currently conducts its business   
operations.                                                                     

TomaHawk II, Inc. began operations in March 1993 with the primary     
objective of providing document imaging and conversion services to the U.S.     
Department of Defense.  In August 1996, TomaHawk II, Inc. expanded its service  
offerings to include numerical control programming, engineering, manufacturing  
and support services through the creation of its Engineering and Manufacturing  
Services Division.  See "Business--Services."  TomaHawk II, Inc. further        
expanded its services to include precision machining and manufacturing through  
its acquisition of Aerated Engineering Company in August 1998.  See             
"Business--Acquisition."                                                        

  Although we have expanded our range of services, we continue to generate
the majority of our revenues from our document imaging and conversion services. 
Revenues from these services represented 77.0% of our total revenues in 1998 and
63.7% of our total revenues in 1997.  In 1998, engineering services generated   
20.9% of our total revenues, down from 36.3% in 1997.  We began offering        
precision machining services in August 1998, which generated 2.1% of our total  
revenues in 1998.  Our business is highly dependent on contracts for document   
conversion services funded by the U.S. Department of Defense.  See "Risk        
Factors--Risk Factors Relating to our Continuing Operations--We depend on       
contracts funded by the U.S. government to provide the majority of our          
revenues."  Approximately 69.0% of our total revenues in 1998 and 53.6% of our  
total revenues in 1997 resulted from contracts or subcontracts for document     
conversion services funded by the U.S. Department of Defense.  See              
"Business--ADCS Program and Government Contracts." The continued growth of      
revenues from our document conversion, engineering and manufacturing services is
dependent on several factors, including:                                        

   -    authorized government funding levels for the ADCS program;

       -    budgetary constraints and priorities of the U.S. Department of
Defense and our commercial customers;             

       -    our reputation for providing timely and reliable services; and

  -    the continuation of the trend of increased outsourcing of
non-core business functions.                      

We provide services under both time and material and fixed price      
contracts.  Revenues earned under time and material contracts are based on the  
number of billable hours incurred and the negotiated hourly rate.  We generally 
recognize revenues under time and material contracts as we perform the services.
Revenues earned under fixed price contracts are based on negotiated contract    
prices.  We generally recognize these revenues on a percentage of completion    
basis.                                                                          

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Our cost of revenues consists principally of wages and benefits,      
supplies and overhead charges such as rent, utilities and equipment costs       
associated with providing our services, and direct materials (unless purchased  
directly by our customer) in the case of our precision machining services.  Our 
gross margin can be affected adversely if:                                      

 -    we cannot bill or fail to manage effectively our service
activities;                                       

-    there is a significant amount of unbillable time; or   

-    we fail to properly price our fixed price contracts.   

General and administrative expenses include wages, benefits and other           
compensation expenses associated with our executive and middle management,      
professional fees for legal, tax and accounting services, facility costs and    
other accounting and administrative expenses.  Marketing and sales expenses     
include wages, benefits and commissions for our sales representatives and       
marketing consultants and expenses related to our promotional activities and    
materials.  Other expenses include interest expense related to debt and capital 
lease obligations and, in 1998, costs associated with our efforts to complete a 
financing to fund potential acquisitions that we ultimately ended.              

 Our financial statements for the years ended December 31, 1997 and 1998
are stated in U.S. dollars (US $) and are prepared in accordance with U.S.      
generally accepted accounting principles ("GAAP").  Our financial statements for
prior years were prepared in accordance with Canadian GAAP.  This change to U.S.
GAAP significantly increased general and administrative expenses in 1998.  See  
"--Results of Operations--Year Ended December 31, 1998 Compared with Year Ended 
December 31, 1997--General and Administrative Expenses."                        

  Our auditor's report on our financial statements as of December 31, 1998
contains an explanatory paragraph as to our ability to continue as a going      
concern because of our continuing operating losses.  We had a working capital   
deficit as of December 31, 1998, of $1.7 million.                               

RESULTS OF OPERATIONS                                                           

      THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH THREE MONTHS ENDED MARCH
31, 1998.                                                         

               REVENUES.  Our revenues for the three months ended March 31, 1999
      were $2.5 million, representing a decrease of 27.9% compared to revenues
      of $3.4 million for the three months ended March 31, 1998.  Our revenues
     from document conversion services totaled $1.8 million during the three
    months ended March 31, 1999, compared to $2.5 million during the three
      months ended March 31, 1998.  The decreased revenues from these services
      resulted primarily from delays in our receipt of new orders for document
     conversion services in the first quarter of 1999 for projects funded by
the U.S. Department of Defense.  Revenues from engineering and    
      manufacturing services were $638,000 during the three months ended March
   31, 1999 compared to $934,000 during the three months ended March 31,
 1998.  The decreased revenues from these services resulted from the
   completion of certain contracts and a decrease in new contract awards
during the first quarter of 1999.                                 

          COST OF REVENUES.  Our cost of revenues for the three months
     ended March 31, 1999 was $1.9 million, representing a decrease of 19.1%
 compared to $2.4 million for the three months ended March 31, 1998.
      This decrease resulted primarily from the decreased revenues relative to
the first quarter of 1998.  Gross profit decreased by $500,000, or
   48.4%, from $1.0 million for the three months ended March 31, 1998 to
     $535,000 for the three months ended March 31, 1999.  As a percentage of
      revenues, our gross margin was 21.5% in the three months ended March 31,
    1999 compared to 30.1% in the three months ended March 31, 1998.  This
      decrease in gross margin resulted primarily from higher direct costs, as
a percentage of revenues, associated with new fixed price contract
  project start-up costs, and to the lower absorption of cost of sales
overhead expenses as a result of lower revenues.                  

              GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative
expenses for the three months ended March 31, 1999 were $835,000, 
 compared to general and administrative expenses of $496,000 for the
three months ended March 31, 1998.  The increased general and     
administrative expenses during the first quarter of 1999 resulted 
primarily from:                                                   

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                -   administrative expense associated with our manufacturing
             services division that we created in August 1998;

              -   higher salaries, wages and related benefits associated
               with management and administrative staff additions;

            -   higher legal and accounting fees associated with our
     efforts to domesticate into Delaware; and

                 -   higher non-cash compensation expenses associated with the
               valuation of notes receivable and issuance of stock
  options below their fair market value.

              As a percentage of revenues, general and administrative expenses
      were 33.7% in the three months ended March 31, 1999 compared to 14.4% in
   the three months ended March 31, 1998.  This higher percentage in the
first quarter of 1999 resulted primarily from the higher overall  
expenses and the lower revenues described above.                  

             MARKETING AND SALES EXPENSES.  Marketing and sales expenses for
  the three months ended March 31, 1999 were $446,000, representing an
     increase of 22.6% compared to $364,000 for the three months ended March
31, 1998.  These increased expenses resulted primarily from higher
    salaries, wages, related benefits and fees paid in connection with the
hiring and retention of sales representatives and brokers and from
   higher travel and promotional expenses.  As a percentage of revenues,
     marketing and sales expenses were 18.0% in the three months ended March
   31, 1999, compared to 10.6% in the three months ended March 31, 1998.

              OTHER EXPENSES.  Other expenses for the three months ended March
    31, 1999 were $112,000, compared to $65,000 for the three months ended
     March 31, 1998.  These increased expenses resulted from higher interest
expenses incurred during the first quarter of 1999, resulting from
    higher average balances outstanding on our working capital credit line
and to increases in the amounts related to leased equipment.      

               NET LOSS.  Our net loss for the three months ended March 31, 1999
     was $859,000, compared to a net profit of $110,000 for the three months
ended March 31, 1998.                                             

      YEAR ENDED DECEMBER 31, 1998 COMPARED WITH YEAR ENDED DECEMBER 31, 1997.

               REVENUES.  Our revenues for the year ended December 31, 1998 were
      $13.5 million, representing an increase of 46.0% compared to revenues of
$9.3 million for the year ended December 31, 1997.  This increase 
     resulted primarily from the continued growth of our document conversion
     business as we obtained additional document conversion contracts funded
by the U.S. Department of Defense.  Our revenues from document    
    conversion services totaled $10.4 million during 1998, representing an
     increase of 76.4% compared to revenues of $6.0 million during 1997.  We
do not expect, however, that our revenues from document conversion
   services will continue to increase at this growth rate in the future.
    Revenues from engineering and manufacturing services were $3.1 million
during 1998 compared to $3.4 million during 1997.  The decreased  
  revenues from these services during 1998 resulted primarily from the
     completion of certain contracts and a decrease of new contracts awarded
to us during 1998.                                                

        COST OF REVENUES.  Our cost of revenues for the year ended
   December 31, 1998 was $9.6 million, representing an increase of 33.8%
      compared to cost of revenues of $7.1 million for the year ended December
31, 1997.  This increase resulted primarily from additional costs 
     incurred relating to the increased revenues.  Gross profit increased by
   $1.9 million, or 86.5%, from $2.1 million for the year ended December
  31, 1997 to $4.0 million for the year ended December 31, 1998.  As a
    percentage of revenues, our gross margin was 29.4% in 1998 compared to
   23.0% in 1997.  This increase in gross margin resulted primarily from
  increased revenues for document conversion services, which generally
have a higher gross margin than revenues for engineering and      
    manufacturing services, and greater absorption of overhead expenses by
our higher revenue base.                                          

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              GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative
      expenses for the year ended December 31, 1998 were $3.2 million compared
 to general and administrative expenses of $1.4 million for the year
    ended December 31, 1997.  General and administrative expenses for 1998
    included non-cash expenses totaling approximately $843,000 recorded in
connection with the change in the preparation of our financial    
  statements from Canadian GAAP to U.S. GAAP.  These non-cash expenses
included:                                                         

           -    $679,000 for compensation expense related to certain
                    notes receivable previously granted to TomaHawk II, Inc.
            by certain management personnel and directors in
               connection with purchases of our common shares (see
"Certain Relationships and Related  
              Transactions--Indebtedness of Directors, Executive
       Officers, Senior Management and Significant
              Shareholders--Variable Accounting Treatment"); and

                -    $163,000 for compensation expense related to the issuance
                   of stock options below fair market value, versus $5,000
in 1997.                            

            In 1997, we did not record compensation expense related to the
      above notes receivable.  Under U.S. GAAP, our restructuring of the notes
      in 1998 required us to recognize compensation expense under the variable
   accounting rules.  These modifications included an extension of their
      maturity dates and a conversion from full-recourse to non-recourse notes
required us to record compensation expense based on changes in the
   market value of the common shares purchased with the notes.  Based on
this requirement, future increases in stock price will result in  
   significant additional non-cash expenses during any period that these
  notes receivable remain outstanding.  See "Certain Relationships and
  Related Transactions--Indebtedness of Directors, Executive Officers,
 Senior Management and Significant Shareholders--Variable Accounting
Treatment" and Note 5 to our Consolidated Financial Statements.   

         The remaining significant factors accounting for the higher
     general and administrative expenses in 1998 include increased personnel
  costs, professional fees and facility costs related to our continued
     growth, and increased legal fees incurred in connection with litigation
    that we concluded and with potential acquisition opportunities that we
      pursued during the year.  The higher expenses in 1998 also resulted from
 increased legal and accounting fees incurred in connection with our
efforts to domesticate TomaHawk Corporation into Delaware.        

               As a percentage of revenues, general and administrative expenses,
excluding the non-cash charges mentioned above, were 17.6% in 1998
      compared to 15.4% in 1997.  This higher percentage in 1998 resulted from
the factors discussed above.                                      

             MARKETING AND SALES EXPENSES.  Marketing and sales expenses for
      the year ended December 31, 1998 were $1.7 million, representing a 48.3%
   increase compared to marketing and sales expenses of $1.1 million for
  the year ended December 31, 1997.  These increased expenses resulted
primarily from higher sales commissions relating to our increased 
     revenues, additional hires of sales personnel and increased promotional
   and marketing activities.  As a percentage of revenues, marketing and
sales expenses were 12.4% in 1998 and 12.2% in 1997.              

             OTHER EXPENSES.  Other expenses for the year ended December 31,
     1998 were $637,000 compared to $136,000 for the year ended December 31,
      1997.  These increased expenses resulted from higher interest expense in
    1998 of $321,000 compared to $136,000 in 1997, due primarily to higher
 average balances outstanding on our working capital credit line and
     higher interest amounts related to equipment obtained during 1998 under
  capital lease arrangements.  In 1998, we also incurred non-recurring
charges of $316,000 when we ceased our efforts to raise additional
capital to fund potential acquisitions.                           

              NET LOSS.  Our net loss for the year ended December 31, 1998 was
$1.6 million compared to a net loss of $413,000 for the year ended
December 31, 1997.                                                

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LIQUIDITY AND CAPITAL RESOURCES                                                 

   As of March 31, 1999, we had negative working capital (current assets
less current liabilities) of $2.2 million.  This negative working capital       
balance has resulted primarily from our continued operating losses.  Our        
negative working capital balance at March 31, 1999 includes $1.5 million in     
short-term bank debt under our working capital credit line.  This credit        
facility provides for maximum borrowing of up to $3.0 million based on our      
eligible accounts receivable.  Our current balance exceeds the amount available 
for borrowing based on our eligible accounts receivable by $169,000.  Until our 
current receivable balances increase, we cannot borrow additional funds from    
this credit facility.                                                           

    The negative working capital balance as of March 31, 1999 represents a
decrease in working capital of $500,000 from December 31, 1998, due primarily to
our continued operating losses.  As a result of the negative working capital    
balance as of December 31, 1998, the report of our independent auditors for the 
year ended December 31, 1998 included a qualification relating to our ability to
continue as a going concern.  See "Risk Factors--Risk Factors Relating to our   
Continuing Operations--Our limited working capital may prevent us from          
continuing as a going concern."                                                 

   Historically, we have funded operating losses through the issuance of
equity and debt securities, and through borrowing under our bank credit         
facility.  We have initiated efforts to restructure our bank credit facility and
to raise up to $1.0 million for additional working capital through a private    
placement of equity or debt securities.  However, we may not complete           
successfully this debt restructuring or this private placement and additional   
equity or debt financing may not be available at terms favorable to us, if at   
all.  In addition, the sale of additional equity securities would dilute the    
holdings of our existing shareholders and the incurrence of debt would result in
additional interest expense.                                                    

YEAR 2000 COMPLIANCE                                                            

Many existing computer systems and applications and other control 
devices use only two digits to identify a year in the date field, without       
considering the impact of the upcoming change in the century.  As a result,     
these systems, applications and other control devices could fail or create      
erroneous results unless corrected to process data related to the year 2000.    
The state of our year 2000 readiness may affect the services that we market, our
information technology ("IT") systems, our non-IT systems and the systems of any
third-parties with whom we have a material business relationship.               

    We created a year 2000 plan in the fourth quarter of 1998 to identify,
assess, remediate, replace and test the potential year 2000 vulnerability of    
our:                                                                            

-    IT hardware;                                           

-    IT software;                                           

-    non-IT business systems;                               

-    telecommunications systems;                            

-    facilities;                                            

-    suppliers; and                                         

-    service providers.                                     

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     INTERNAL YEAR 2000 READINESS.  We currently are assessing the year 2000
readiness of our IT and non-IT infrastructure.  We expect to complete our       
identification, assessment, remediation, replacement or testing of all critical 
systems by the end of October 1999.  To date, we have tested all of our personal
computers, which make up the majority of our hardware systems.  All of our      
personal computers are either year 2000 compliant or require the computer's     
calendar system to be rolled over manually, which we have successfully tested.  
We also have tested our Unix systems and believe that they are year 2000        
compliant except for one server unit.  We will make this server unit compliant  
by replacing certain software by the end of October 1999.                       

      Although we have not tracked expenses related to our year 2000 readiness
efforts separately, we estimate that our costs to date are less than $25,000,   
which amount primarily reflects internal labor costs associated with the        
development and implementation of our year 2000 plan.  Our year 2000 readiness  
efforts to date have not disrupted our business and have not required the       
deferral of other IT projects.  We do not expect that additional internal year  
2000 costs will affect materially our business, financial condition and results 
of operations, and we do not expect any material disruption in our operations as
a result of our failure to be year 2000 compliant.                              

    YEAR 2000 READINESS OF OUR SUPPLIERS AND CUSTOMERS.  We have initiated
communications with our key third-party suppliers to determine the extent to    
which we may be vulnerable to their failure to be year 2000 compliant in the    
products and services that they supply to us.  Certain of our suppliers have    
provided certification letters indicating that their products or services are   
year 2000 compliant.  Other suppliers are publicly traded corporations, which   
have disclosed their year 2000 readiness in SEC filings.  We currently are      
completing our review of our key suppliers' year 2000 readiness and will contact
any suppliers that have not yet provided us with adequate certification of their
year 2000 compliance.  Due to the technical sophistication of our key suppliers,
we do not believe that a significant risk exists that our suppliers' state of   
year 2000 readiness will affect materially and adversely our business, financial
condition and results of operations.                                            

We currently are developing a contingency plan to address our key 
supplier year 2000 compliance issues that may be identified through our ongoing 
assessment.  We intend to complete this contingency plan by the end of October  
1999.  This contingency plan will identify potential new suppliers that are year
2000 compliant and back-up procedures for systems that fail to function         
properly.  We do not believe that the costs associated with developing this     
contingency plan will be material.                                              

  We currently do not know whether our key customers will be year 2000
compliant.  If our key customers are not year 2000 compliant, then they more    
likely will suffer disruptions to their businesses that could cause them to     
delay or cancel new projects that we otherwise would have performed.  We are    
sending letters to our key customers, including the U.S. Department of Defense, 
requesting information as to the state of their year 2000 readiness.  This is   
especially true of U.S. government agencies because of our dependence on        
revenues from contracts funded by the U.S. Department of Defense.  We will      
develop contingency plans according to the information contained in the         
responses that we receive.  If some or all of our key customers are not         
compliant, then we could suffer lost contracts and delays in receiving payment  
for existing projects, any of which could affect materially and adversely our   
business, financial condition and results of operations.  See "Risk             
Factors--Risk Factors Relating to our Continuing Operations--We may be exposed  
to our customers' year 2000 problems."                                          

CHANGE IN ACCOUNTANTS                                                           

Effective December 30, 1997, we replaced our Canadian chartered   
accountant, Mathew J. Hoogendoorn, with Ernst & Young LLP.  Our board of        
directors ratified the appointment of Ernst & Young LLP on June 3, 1998.  The   
report of Mr. Hoogendoorn, dated May 27, 1997, on our financial statements as of
and for the fiscal year ended December 31, 1996 did not contain an adverse      
opinion or a disclaimer opinion.  In addition, we had no disagreements with Mr. 
Hoogendoorn during that time period.                                            

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     SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT

 The following table sets forth, as of May 31, 1999, certain information
regarding the beneficial ownership of the existing Alberta corporation's common 
shares by: each person (including any group as that term is used in Section     
13(d)(3) of the Securities Exchange Act) that we know to be the beneficial owner
of more than 5% of our voting securities; each director; each of TomaHawk II,   
Inc.'s named executive officers listed in the Summary Compensation Table        
appearing below; and all of our directors and TomaHawk II, Inc.'s directors and 
executive officers as a group.                                                  

                                                        [Enlarge/Download Table]

                                                           COMMON SHARES BENEFICIALLY      CLASS A SERIES III PREFERRED 
                                                                    OWNED (1)                SHARES BENEFICIALLY OWNED  
                                                        --------------------------------  ------------------------------
                                                           NUMBER OF        PERCENT OF      NUMBER OF       PERCENT OF  
         NAME AND ADDRESS                                   SHARES            TOTAL          SHARES            TOTAL    
------------------------------------------------------  --------------    --------------  --------------  --------------
                                                                                                                        
Norman F. Siegel(2)                                       18,568,079           21.5%           --               --      
     1836 N. Sedgwick                                                                                                   
     Chicago, IL  60614                                                                                                 
Steven M. Caira (3)                                       10,221,483           11.7%           --               --      
     Chairman of the Board, President, and Chief                                                                        
     Executive Officer of TomaHawk Corporation and                                                                      
     TomaHawk II, Inc., and Acting Chief Financial                                                                      
     Officer of TomaHawk Corporation                                                                                    
Spirit Enterprise Limited                                  6,074,656            7.2%           --               --      
     1st Floor Columbus Centre Building                                                                                 
     P.O. Box 901                                                                                                       
     Road Town, Tortola                                                                                                 
     British Virgin Islands                                                                                             
Elliott Broidy (4)                                         4,527,200            5.3%           --               --      
     c/o Broidy Capital Management                                                                                      
     1801 Century Park East                                                                                             
     Suite 2150                                                                                                         
     Los Angeles, California 90067                                                                                      
Douglas W. Loughran (5)                                    3,034,600            3.6%           --               --      
     Director of TomaHawk Corporation                                                                                   
Phillip W. Card (6)                                        2,653,042            3.1%           --               --      
     Vice President of Operations and Technology of                                                                     
     TomaHawk II, Inc. and a Director of TomaHawk II,                                                                   
     Inc.                                                                                                               
John F. Peace (7)                                          2,275,057            2.7%           --               --      
     Director of TomaHawk II, Inc.                                                                                      
Michael H. Lorber (8)                                      2,000,000            2.3%           --               --      
     Vice President - Finance and Chief Financial                                                                       
     Officer  of TomaHawk II, Inc. and a Director of                                                                    
     TomaHawk II, Inc.                                                                                                  
John C. Rogers (9)                                         1,257,401            1.5%           --               --      
     Former Vice President - Federal Sales and                                                                          
     Marketing of TomaHawk II, Inc.                                                                                     
Thomas M. Dusmet (10)                                      1,150,000            1.4%           --               --      
     Secretary and Director of TomaHawk Corporation                                                                     
Jonathan F. Turpin (11)                                      400,000           *               --               --      
     Director of TomaHawk Corporation                                                                                   
David P. Smoot                                                --               --           337,500            45%      
     1435 Camden Court                                                                                                  
     Buffalo Grove, Illinois 60090                                                                                      
434556 B.C. Ltd.                                              --               --           337,500            45%      
     1590 - 609 Granville Street                                                                                        
     Vancouver, British Columbia                                                                                        
All directors and executive officers of TomaHawk          21,734,182           24.2%           --               --      
     Corporation and TomaHawk II, Inc. as a group                                                                       
     (seven (7) persons)(12)                                                                                            


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

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*  Less than 1%.                                                                

(1)     Beneficial ownership is determined in accordance with the rules and 
          regulation of the SEC and generally includes the power to vote or sell
      the securities.  Stock options to purchase common shares which are
          currently exercisable or will become exercisable within 60 days of May
       31, 1999 are deemed to be outstanding for purposes of computing the
percentage of the shares held by an individual, but are not 
     outstanding for purposes of computing the percentage of any other
          person.  Except as indicated below in the other footnotes, and subject
         to community property laws where applicable, the persons named in the
         above table have sole voting and investment power with respect to all
common shares shown as beneficially owned by them.          

 (2)     Includes 1,474,565 shares issuable under a convertible note which may
         be converted within 60 days of May 31, 1999.  Also includes 6,431,896
        shares held in trust by the existing Alberta corporation, over which
Mr. Siegel possesses exclusive voting control.  See "Certain
      Relationships and Related Transactions--Indebtedness of Directors,
Executive Officers, Senior Management and Significant       
Shareholders--Restructuring of Notes."                      

(3)     Includes 2,525,000 shares issuable under stock options exercisable  
          within 60 days of May 31, 1999, including 25,000 shares issuable under
         stock options owned by Renee Caira, Mr. Caira's spouse. Also includes
       5,640,636 shares held in trust by the existing Alberta corporation,
         over which Mr. Caira possesses exclusive voting control. See "Certain
      Relationships and Related Transactions--Indebtedness of Directors,
Executive Officers, Senior Management and Significant       
Shareholders--Restructuring of Notes."                      

(4)     Includes 906,733 shares held in trust by the existing Alberta       
          corporation, over which Mr. Broidy possesses exclusive voting control.
        See "Certain Relationships and Related Transactions--Indebtedness of
    Directors, Executive Officers, Senior Management and Significant
Shareholders--Restructuring of Notes."                      

(5)     Includes 225,000 shares issuable under stock options exercisable    
        within 60 days of May 31, 1999. Also includes 425,000 shares held in
      trust by the existing Alberta corporation, over which Mr. Loughran
      possesses exclusive voting control. See "Certain Relationships and
        Related Transactions--Indebtedness of Directors, Executive Officers,
    Senior Management and Significant Shareholders--Restructuring of
Notes."                                                     

(6)     Includes 700,000 shares issuable under stock options exercisable    
          within 60 days of May 31, 1999. Also includes 1,547,020 shares held in
  trust by the existing Alberta corporation, over which Mr. Card
      possesses exclusive voting control. See "Certain Relationships and
        Related Transactions--Indebtedness of Directors, Executive Officers,
    Senior Management and Significant Shareholders--Restructuring of
Notes."                                                     

(7)     Includes 710,250 shares issuable under stock options exercisable    
        within 60 days of May 31, 1999. Also includes 850,000 shares held in
   trust by the existing Alberta corporation, over which Mr. Peace
      possesses exclusive voting control. See "Certain Relationships and
        Related Transactions--Indebtedness of Directors, Executive Officers,
    Senior Management and Significant Shareholders--Restructuring of
Notes."                                                     

(8)     Includes 500,000 shares issuable under stock options exercisable    
          within 60 days of May 31, 1999. Also includes 1,500,000 shares held in
    trust by the existing Alberta corporation, over which Mr. Lorber
      possesses exclusive voting control. See "Certain Relationships and
        Related Transactions--Indebtedness of Directors, Executive Officers,
    Senior Management and Significant Shareholders--Restructuring of
Notes."                                                     

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(9)     Includes 250,000 shares issuable under stock options exercisable    
        within 60 days of May 31, 1999. Also includes 381,000 shares held in
    trust by the existing Alberta corporation, over which Mr. Rogers
      possesses exclusive voting control. See "Certain Relationships and
        Related Transactions--Indebtedness of Directors, Executive Officers,
    Senior Management and Significant Shareholders--Restructuring of
Notes."                                                     

(10)    Includes: 225,000 shares issuable under stock options exercisable   
        within 60 days of May 31, 1999; 210,000 shares owned by Mr. Dusmet's
       spouse; 15,000 shares owned by 1110060 Ontario, Inc., a corporation
          organized under the laws of Ontario, Canada, which is jointly owned by
      Mr. Dusmet and his spouse; and 20,000 shares held in trust for Mr.
      Dusmet's children for which Mr. Dusmet is a trustee. Also includes
          315,000 shares held in trust by the existing Alberta corporation, over
      which Mr. Dusmet possesses exclusive voting control.  See "Certain
      Relationships and Related Transactions--Indebtedness of Directors,
Executive Officers, Senior Management and Significant       
    Shareholders--Restructuring of Notes."  Does not include 100,000
shares owned by Mr. Dusmet's father.                        

(11)    Includes 225,000 shares issuable under stock options exercisable    
within 60 days of May 31, 1999.                             

(12)    Includes: 5,110,250 shares issuable under stock options exercisable 
          within 60 days of May 31, 1999, including 25,000 shares issuable under
          stock options owned by Mr. Caira's spouse; 210,000 shares owned by Mr.
    Dusmet's spouse; 15,000 shares owned by 1110060 Ontario, Inc., a
     corporation organized under the laws of Ontario, Canada, which is
         jointly owned by Mr. Dusmet and his spouse; and 20,000 shares held in
      trust for Mr. Dusmet's children for which Mr. Dusmet is a trustee.
       Does not include 100,000 shares owned by Mr. Dusmet's father.  Also
     does not include 757,401 shares and 250,000 shares issuable under
    stock options exercisable within 60 of May 31, 1999 owned by Mr.
         Rogers. Also includes 10,277,656 shares held in trust by the existing
  Alberta corporation, over which certain executive officers and
        directors of TomaHawk Corporation and TomaHawk II, Inc. collectively
          possess exclusive voting control as described in footnotes 3, 5, 6, 7,
8 and 10.  See "Certain Relationships and Related           
       Transactions--Indebtedness of Directors, Executive Officers, Senior
     Management and Significant Shareholders--Restructuring of Notes."

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      MANAGEMENT

      The directors and executive officers of the existing Alberta company and
its subsidiary TomaHawk II, Inc. are as follows:                                

                                                        [Enlarge/Download Table]

           NAME OF DIRECTOR OR                                                                                          
            EXECUTIVE OFFICER                 AGE                                  POSITION                             
-----------------------------------------  ---------  ------------------------------------------------------------------
                                                                                                                        
Steven M. Caira                               42      Chairman of the Board, President, and Chief Executive Officer of  
                                                      TomaHawk Corporation and TomaHawk II, Inc. and Acting Chief       
                                                      Financial Officer of TomaHawk Corporation                         

Thomas M. Dusmet                              46      Director and Secretary of TomaHawk Corporation                    

Douglas W. Loughran                           58      Director of TomaHawk Corporation                                  

Jonathan F. Turpin                            66      Director of TomaHawk Corporation                                  

Phillip W. Card                               57      Vice President of Operations and Technology and a Director of     
                                                      TomaHawk II, Inc.                                                 

Michael H. Lorber                             43      Vice President of Finance, Chief Financial Officer and a Director 
                                                      of TomaHawk II, Inc.                                              

John F. Peace                                 54      Vice President of Engineering Services and a Director of TomaHawk 
                                                      II, Inc.                                                          

   For a description of the background of each of our current directors,
see "Proposal Two--Election of Directors--Information Regarding Director        
Nominees."  A description of the background of each of our executive officers   
who is not a director follows:                                                  

Mr. PHILLIP W. CARD has served:                                   

    -    since January 1996, as the vice president of operations and
technology and a director of TomaHawk II, Inc.;   

          -    from January 1986 to December 1995, in a variety of positions for
Rohr, Inc., including:                            

         -    from February 1993 to December 1995, as manager of
engineering information systems;    

          -    from February 1991 to February 1993, as director of
management information systems; and 

               -    from 1968 to 1985, in a variety of positions with Boeing
                     Computer Services Company of Seattle, Washington.  In his
                    last position with Boeing, Mr. Card oversaw and directed
                     the Boeing Aerospace Company's information management and
              computer aided design/computer aided manufacturing
(CAD/CAM) function.                 

 Mr. Card received a Bachelors of Science in Mathematics in 1964 and
Masters of Science in Mathematics in 1966, each from the University of Montana. 

Mr. MICHAEL H. LORBER has served:                                 

 -    since October 1996, as vice president of finance,  chief
    financial officer and a director of TomaHawk II, Inc.;

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        -    from July 1994 to May 1995, as senior vice president of finance
             and chief financial officer of M.G. Products, a publicly traded
   manufacturer of decorative lighting and fixtures; and

       -    from September 1988 to July 1994, and from May 1995 to October
          1996, as vice president and chief financial officer of LIDAK
               Pharmaceuticals (now known as AVANIR Pharmaceuticals), a publicly
traded biotechnology company.                     

      Mr. Lorber received a Bachelors of Science degree in Accounting from the
University of Illinois in 1979.  Mr. Lorber was certified by the State of       
California as a Certified Public Accountant in 1982.                            

Mr. JOHN F. PEACE has served:                                     

-    since June 1995, as a director of TomaHawk II, Inc.;   

  -    since December 1998, as the vice president of engineering
services of TomaHawk II, Inc.;                    

         -    from November 1993 to March 1997, as the chief operating officer
of TomaHawk II, Inc.;                             

   -    from March 1997 to December 1998, as Director of Precision
Conversion of TomaHawk II, Inc.;                  

    -    from July 1985 to November 1994, in a variety of management
positions with Rohr, Inc., including:             

-    manager, spares administration;          

-    unit manager, assembly operations; and   

-    chief, numerical control systems.        

Mr. Peace received the equivalent of a Bachelors of Science in    
Mechanical Engineering from Sheffield Technical College in Sheffield, England in
1965.                                                                           

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      EXECUTIVE COMPENSATION

SUMMARY COMPENSATION                                                            

  The following table shows, as to the Chief Executive Officer and each of
the other four most highly compensated executive officers of TomaHawk II, Inc.  
(collectively, the "Named Executive Officers"), information concerning          
compensation awarded to, earned by or paid for services to the existing Alberta 
corporation and/or its subsidiary TomaHawk II, Inc. in all capacities during the
fiscal years ended December 31, 1998 and 1997.                                  

    SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                              LONG-TERM COMPENSATION                       
                                                                      ---------------------------------------              
                                                ANNUAL COMPENSATION                                                        
                                                        (1)                     AWARDS             PAYOUTS                 
                                               ---------------------  -------------------------  ------------              
                                                                                       STOCK       LONG-TERM     ALL OTHER 
                                                                       RESTRICTED     OPTIONS      INCENTIVE   COMPENSATION
NAME AND PRINCIPAL POSITION             YEAR     SALARY      BONUS    STOCK AWARDS  (IN SHARES)  PLAN PAYOUTS       (2)    
-------------------------------------  ------  -----------  --------  ------------  -----------  ------------  ------------
                                                                                                                           
Steven M. Caira                         1998      $300,000  $128,000      --         2,500,000        --            --     
   President and Chief Executive        1997       237,500  $123,500      --            --            --            --     
   Officer of TomaHawk Corporation                                                                                         
   and TomaHawk II, Inc. and Acting                                                                                        
   Chief Financial Officer of                                                                                              
   TomaHawk Corporation                                                                                                    

John C. Rogers (3)                      1998      $180,000     --         --          250,000         --       $164,403 (4)
Former Vice President of Federal        1997   $256,431(5)     --         --            --            --            --     
   Sales and Marketing of                                                                                                  
   TomaHawk II, Inc.                                                                                                       

Phillip W. Card                         1998      $150,000     --         --          700,000         --            --     
   Vice President of Operations and     1997      $129,750     --         --            --            --            --     
   Technology of TomaHawk II, Inc.                                                                                         

Michael H. Lorber                       1998      $150,000     --         --          500,000         --            --     
   Vice President - Finance and         1997      $131,004     --         --            --            --            --     
   Chief  Financial  Officer of                                                                                            
   TomaHawk II, Inc.                                                                                                       

John F. Peace                           1998      $111,441     --         --          110,000         --            --     
   Vice President - Engineering         1997      $109,692     --         --            --            --            --     
   Services of TomaHawk II, Inc.                                                                                           

William D. Koren (6)                    1998      $100,008     --         --          200,000         --            --     
   Director - New Business              1997       $98,831     --         --            --            --            --     
   Development of TomaHawk II, Inc.                                                                                        

---------------------------                                               
(1)  All compensation has been paid by TomaHawk II, Inc.  TomaHawk              
Corporation has not paid any compensation to its executive officers.  

(2)  Does not include amount of accounting expense attributed to compensation   
by variable accounting treatment.  See "Management's Discussion and   
Analysis of Financial Condition and Results of Operations--Results of 
Operations--Year Ended December 31, 1998 Compared with Year Ended     
December 31, 1997--General and Administrative Expenses" and "Certain  
Relationships and Related                                             

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Transactions--Indebtedness of Directors, Executive Officers, Senior   
  Management and Significant Shareholders--Variable Accounting Treatment."

(3)  During 1997, Mr. Rogers provided services to TomaHawk II, Inc. as a        
consultant.  In January 1998, Mr. Rogers became an officer of TomaHawk
II, Inc.  However, as of January 1, 1999, Mr. Rogers resigned as an   
officer and returned to providing services to TomaHawk II, Inc. as a  
consultant.  See "Certain Relationships and Related                   
Transactions--Consulting Arrangement with Capstone National Partners, 
LLC."                                                                 

(4)  Represents commissions from revenues derived from contracts and            
subcontracts funded by the U.S. Department of Defense pursuant to Mr. 
Rogers' compensation arrangement.  See "Certain Relationships and     
Related Transactions--Consulting Arrangement with Capstone National   
Partners, LLC."                                                       

(5)  The compensation shown for 1997 represents broker fees and commissions     
 earned by Mr. Rogers pursuant to a consulting arrangement with TomaHawk
II, Inc.  See "Certain Relationships and Related                      
Transactions--Consulting Arrangement with Capstone National Partners, 
LLC."                                                                 

(6)  Mr. Koren currently serves as TomaHawk II, Inc.'s Director of New          
Business Development.  From August 1996 until August 1997, Mr. Koren  
  served as TomaHawk II, Inc.'s Director of Engineering Services, and then
served as TomaHawk II, Inc.'s Vice President of Engineering Services  
until December 1998.                                                  

STOCK OPTION PLAN                                                               

Our stock option plan provides for the grant of stock options to      
employees, directors and consultants.  The rules of The Alberta Stock Exchange  
permit us to issue a total number of options equal to 10% of our outstanding    
common shares.  As of May 31, 1999, we had granted options to purchase 7,330,570
common shares of the permissible pool of options to purchase 8,474,416 common   
shares.                                                                         

 Our board of directors administers the stock option plan and determines
the exercise price, term and vesting periods of options granted under the plan. 
The exercise price of stock options granted under the plan must be at least     
equal to 85% of the fair market value of the common shares on the date of grant.
Option holders may pay the exercise price in cash, by certified check or by bank
draft.  Options are terminated 90 days after the participant ceases to be a     
director, officer or employee, and within 12 months after the participant's     
death.                                                                          

No insider or employee may be granted options to purchase an amount of
common shares greater than 5% of the then outstanding common shares.  For all   
other participants, this amount is limited to 1% of the then outstanding common 
shares.                                                                         

Our board of directors may amend, modify or terminate the stock option
plan at any time without the consent of the optionees.  However, any amendment, 
modification or termination will not affect options already granted under the   
plan.                                                                           

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STOCK OPTIONS GRANTED IN THE YEAR ENDED DECEMBER 31, 1998                       

The following table shows, as to the Named Executive Officers,        
information concerning stock options granted during the year ended December 31, 
1998.                                                                           

                                                        [Enlarge/Download Table]

                                                                INDIVIDUAL GRANTS                                     
                          --------------------------------------------------------------------------------------------
                          NUMBER OF SECURITIES    % OF TOTAL OPTIONS                                                  
                           UNDERLYING OPTIONS    GRANTED TO EMPLOYEES    EXERCISE PRICE PER SHARE                     
          NAME                 GRANTED (1)            IN 1998 (2)                (3), (4)             EXPIRATION DATE 
------------------------  --------------------   --------------------    ------------------------     ----------------
                                                                                                                      
Steven M. Caira                 2,500,000                 42%                     $0.22                   3/18/03     

Michael H. Lorber                 500,000                 8%                       0.22                   3/18/03     

Phillip W. Card                   700,000                 12%                      0.22                   3/18/03     

John F. Peace                     110,000                 2%                       0.22                   3/18/03     

John C. Rogers                    250,000                 4%                       0.22                   3/18/03     

William D. Koren                  200,000                 3%                       0.22                   3/18/03     

---------------------------------                                               
(1)  These options were granted under the existing Alberta corporation's        
stock option plan.                                                    

(2)  Based on a total of 5,972,000 options granted to all employees during      
1998.                                                                 

(3)  Exercise price per share in Canadian dollars.                              

(4)  Exercise price is Cdn. $0.03 less than the closing price of the options    
on the date of grant.  See "Management's Discussion and Analysis of   
Financial Condition and Results of Operations--Results of             
Operations--Year Ended December 31, 1998 Compared with Year Ended     
December 31, 1997--General and Administrative Expenses" and "Certain  
 Relationships and Related Transactions--Variable Accounting Treatment."

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COMMON SHARES UNDERLYING UNEXERCISED OPTIONS AND OPTION VALUES                  

The following table shows, as to the Named Executive Officers,        
information concerning stock options exercised during the year ended December   
31, 1998 and unexercised stock options at December 31, 1998.                    

                                                        [Enlarge/Download Table]

                                                  NUMBER OF SECURITIES UNDERLYING                                     
                                                      UNEXERCISED OPTIONS AT         VALUE OF UNEXERCISED IN THE MONEY
                                                        DECEMBER 31, 1998             OPTIONS AT DECEMBER 31, 1998 (1)
                                                 ---------------------------------  ----------------------------------
                          SHARES                                                                                      
                         ACQUIRED      VALUE                                                                          
        NAME            ON EXERCISE   RECEIVED     EXERCISABLE      UNEXERCISABLE     EXERCISABLE       UNEXERCISABLE 
----------------------  -----------  ----------  ---------------   ---------------  ---------------    ---------------
                                                                                                                      
Steven M. Caira         2,500,000     200,000       2,500,000             --            150,000              --       

Michael H. Lorber        500,000       40,000        500,000              --             30,000              --       

Phillip W. Card          425,000       49,750        700,000              --             42,000              --       

John F. Peace               --           --          710,250              --             64,213              --       

William D. Koren         150,000       15,375        250,000              --             15,000              --       

John C. Rogers              --           --          200,000              --             12,000              --       

--------------------------------------                                          
(1)  Represents the difference between the exercise price of the outstanding    
 options and the estimated market price of the common shares on December
31, 1998 of Cdn. $0.28 per share.                                     

EMPLOYMENT AGREEMENTS                                                           

 We recently agreed to the terms of an employment agreement with Stephen
M. Caira, our president and chief executive officer. The agreement provides for 
a five year term at a base salary of $300,000 per year.  Mr. Caira is also      
eligible for an annual bonus and a grant of stock options, each subject to the  
approval of our board of directors.  In the event that Mr. Caira is terminated  
without good cause, he will be entitled to a severance payment equal to one year
of salary plus one month of salary for each full year of his employment with our
company at the time of his termination.                                         

We have no employment agreements with any of our other Named Executive
Officers.                                                                       

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      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None or our directors, officers, or insiders, or any associate or     
affiliate of any of the foregoing persons, has or had any material interest in  
any transaction since the beginning of our last completed fiscal year or any    
proposed transaction that has materially affected, or will materially affect us 
or any of our affiliates, except as disclosed below.  References to "we" or "us"
include TomaHawk Corporation and TomaHawk II, Inc.                              

CONSULTING ARRANGEMENT WITH CAPSTONE NATIONAL PARTNERS, LLC                     

We have retained Capstone National Partners, LLC, a federal marketing 
consulting firm, to coordinate our government marketing efforts.  John Rogers,  
our former Vice President of Federal Sales and Marketing, is the president and  
majority member of Capstone National Partners, LLC.  We pay to Capstone National
Partners, LLC a monthly retainer in the amount of US $10,000 and a 5% commission
on all revenues from contracts that Capstone National Partners, LLC plays a     
significant role in obtaining on our behalf.  To date, Capstone National        
Partners, LLC has helped us obtain each of our contracts funded by the ADCS     
program.  We currently do not have a written agreement with Capstone National   
Partners, LLC.  See "Risk Factors--Risk Factors Relating to our Continuing      
Operations--We may not retain the consultant that coordinates our marketing     
efforts directed at the U.S. government."                                       

  This arrangement was not in effect during 1998 when Mr. Rogers served as
our Vice President of Federal Sales and Marketing.  Instead, during 1998, we    
paid to Mr. Rogers a base salary of US $180,000, a 2% commission on all revenues
up to US $5 million from contracts that he played a significant role in         
obtaining on our behalf, and a 2.5% commission on all revenues from US $5       
million to US $10 million from these contracts.  In 1998, these commissions     
totaled US $164,403.  See "Executive Compensation--Summary Compensation."       

In 1997 we paid US $256,431 to Mr. Rogers through consulting          
arrangements with various consulting companies controlled by Mr. Rogers.  See   
"Executive Compensation--Summary Compensation."                                 

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS, SENIOR MANAGEMENT AND SIGNIFICANT
SHAREHOLDERS                                                                    

RESTRUCTURING OF NOTES.  Between October 1996 and January 1999 certain
directors, executive officers, senior management and significant shareholders of
TomaHawk Corporation and TomaHawk II, Inc. borrowed an aggregate of US          
$2,756,588 from Tomahawk II, Inc. to purchase common shares in connection with a
private placement, exercise stock options or exercise warrants.  As of May 31,  
1999, an aggregate of US $2,606,588 remained outstanding.  Each of these loans  
is evidenced by a promissory note and secured by the common shares purchased    
with the proceeds of the respective loan.  We will hold each borrower's common  
shares in trust until the borrower has repaid his loan in full.                 

All of the loans made between October 1996 and December 1997 were     
originally written as two-year non-recourse loans.  In connection with the audit
of our financial statements for the year ended December 31, 1997, our auditors  
informed us that because the notes were non-recourse, under U.S. GAAP, we were  
required to account for the notes under variable accounting treatment.  Because 
this accounting treatment could have resulted in significant non-cash           
compensation expenses to the existing Alberta corporation, we restructured the  
notes to make them full-recourse.  In addition, each of the loans we made to our
directors, officers and shareholders between January 1998 and January 1999 were 
structured as full-recourse loans.                                              

In November 1998, when the original notes issued in 1996 reached their
maturity dates, we agreed to extend the maturity dates of each of the           
outstanding notes until November 1, 1999.  In connection with the audit of our  
1998 financial statements, our auditors informed us that by extending the       
maturity date of the notes, the notes were again subject to variable accounting 
treatment.  Because the notes were now subject to variable accounting treatment 
whether or not they were full-recourse notes, and because our original intention
had been to have non-recourse notes secured by the common shares purchased with 
the proceeds of the loans, we elected to restructure the notes once again.  Each
of these notes is now therefore a non-interest bearing, non-recourse note,      
secured by the common shares purchased with the proceeds of the respective loan,
and maturing on November 1, 2004.  See "See                                     

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"Management's Discussion and Analysis of Financial Condition and Results of     
Operation--Results of Operations--Year Ended December 31, 1998 Compared with    
Year Ended December 31, 1997--General and Administrative Expenses."             

The following table shows, as to the directors, executive officers,   
senior management and significant shareholders that have restructured their     
notes, the amounts of outstanding indebtedness restructured and the number of   
common shares securing the restructured outstanding indebtedness:               

                                                        [Enlarge/Download Table]

                                  AMOUNT OF OUTSTANDING                    COMMON SHARES SECURING          
          NAME                   INDEBTEDNESS (US $) (1)                  OUTSTANDING INDEBTEDNESS         
------------------------  --------------------------------------  -----------------------------------------
                                                                                                           
Norman F. Siegel                      $854,832 (2)                               6,431,896                 

Steven M. Caira                       $735,295 (3)                               5,640,636                 

Michael H. Lorber                     $188,974                                   1,500,000                 

Phillip W. Card                       $176,635 (4)                               1,547,020                 

John F. Peace                         $110,775                                     850,000                 

Elliot Broidy                          $89,586                                     906,733                 

Douglas W. Loughran                    $60,775                                     425,000                 

(1)  Includes only indebtedness in excess of US $60,000.                        

(2)  Reflects a payment in the amount of US $50,000 made after the loan but     
before the restructuring; does not include US $250,000 owed to Mr.    
Siegel by TomaHawk II, Inc. related to a convertible debenture (see   
"--Indebtedness of the Existing Alberta Corporation to its Directors, 
Officers, and Significant Shareholders--Indebtedness to Significant   
Shareholder").                                                        

(3)  Reflects a payment in the amount of US $100,000 made after the loan but    
  before the restructuring; does not include approximately US $88,000 owed
to Mr. Caira by TomaHawk II, Inc. related to accrued bonuses and other
expenses.                                                             

(4)  Does not include approximately US $100,000 owed to Mr. Card by TomaHawk    
II, Inc. related to accrued bonuses.                                  

 VARIABLE ACCOUNTING TREATMENT.  In order to conform with U.S. generally
accepted accounting principals, we accounted for the restructured loans made to 
our directors, officers, and employees under accounting rules for variable      
instruments.  These loans to our directors, officers and employees include the  
loans listed in the above table, as well as loans made to Mr. Dusmet, Mr. Rogers
and two other officers of TomaHawk II, Inc.  These variable accounting rules    
require that, until these loans are paid in full, we must record compensation   
expense on a quarterly basis equal to the amount of the increase in the fair    
market value of the common shares purchased with the loans.  In 1998, this      
variable accounting treatment resulted in a non-cash, general and administrative
expense of US $679,000.  Until these loans are paid in full, we will continue to
incur significant non-cash expenses if the fair market value of our common      
shares increases.  See Note 5 to our Consolidated Financial Statements          

INDEBTEDNESS OF THE EXISTING ALBERTA CORPORATION TO ITS DIRECTORS, OFFICERS, AND
SIGNIFICANT SHAREHOLDERS                                                        

INDEBTEDNESS TO DIRECTORS AND OFFICERS.  As of December 31, 1998, we  
owed $100,000 in accrued bonus to Philip W. Card, which we anticipate will be   
used to pay part of the outstanding balance on his note payable to us           

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(see "--Restructuring of Notes") and $87,697 in accrued bonus and expenses to   
Steven M. Caira.  These liabilities are non-interest bearing, and will be       
settled through the normal course of business.                                  

 INDEBTEDNESS TO SIGNIFICANT SHAREHOLDER.  In December 1996, we borrowed
US $250,000 from Norman F. Siegel, a shareholder owning approximately 21.5% of  
our outstanding common shares.  We secured the loan with accounts receivable,   
intangible assets, and plant and equipment not otherwise pledged.  In January   
1997, we refinanced the loan by issuing a convertible debenture due January 8,  
1999, bearing interest at prime plus 1% per annum.  This indebtedness is        
convertible into our common shares at Cdn. $0.23 per share, up to a maximum of  
1,474,565 common shares.  In connection with this financing, we issued to Mr.   
Siegel a warrant for the purchase of 1,474,565 shares at a price of Cdn. $0.23  
per share, expiring January 8, 1999.  In January 1999, Mr. Siegel exercised this
warrant through the issuance of a five year non-interest bearing note.  At the  
same time, the maturity date of the US $250,000 note in favor of Mr. Siegel was 
extended until January 8, 2001.                                                 

      INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INDEMNIFICATION                                                                 

Section 145 of the General Corporation Law of the State of Delaware   
provides that indemnification of directors, officers, employees and other agents
of the corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, may be provided by it to     
whatever extent specified in or authorized by the articles of organization, a   
bylaw adopted by the shareholders or a vote adopted by the holders of a majority
of the shares of stock entitled to vote on the election of directors.           

The new Delaware corporation's certificate of incorporation includes  
provisions eliminating the personal liability of the new Delaware corporation's 
directors for monetary damages resulting from breaches of their fiduciary duty  
except in certain circumstances.  The new Delaware corporation's certificate of 
incorporation and bylaws provide indemnification to directors and officers      
against claims to the full extent allowable under Delaware corporate law.  We   
also intend to enter into indemnification agreements with our directors and     
executive officers providing, among other things, that we provide defense costs 
against this type of claim, subject to reimbursement in certain events.  See    
"Proposal Ten--Approval of Form Indemnification Agreement."  Furthermore, we    
intend to maintain a directors and officers liability insurance policy.         

     INTEREST OF NAMED EXPERTS AND COUNSEL

Jonathan S. Kitchen, a partner in the law firm of Baker & McKenzie,   
currently owns 425,000 of our common shares (before the one-for-fifteen common  
share consolidation), which amount represents less than 1% of our outstanding   
common shares as of May 31, 1999.  All of Mr. Kitchen's common shares are being 
registered under this Proxy Statement and Information Circular.  Mr. Kitchen has
represented us in connection with certain litigation matters.  Apart from       
providing information with respect to ongoing litigation (see "Business--Legal  
Proceedings"), Mr. Kitchen was not involved in the preparation of this Proxy    
Statement and Information Circular.                                             

     LEGAL MATTERS

Certain matters with respect to the issuance of the shares of common  
stock and preferred stock in connection with the Delaware domestication will    
be passed upon by Baker & McKenzie, San Diego, California.                      

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     TAX MATTERS

 Ernst & Young LLP, our tax advisor, has rendered a tax opinion included
as an exhibit to this S-4 registration statement. It is included on the         
authority of Ernst & Young LLP as an expert in tax matters.                     

     EXPERTS

 Our financial statements as of and for the year ended December 31, 1998
and 1997 included in this Proxy Statement and Information Circular, and         
elsewhere in the Registration Statement of which this Proxy Statement and       
Information Circular forms a part, have been audited by Ernst & Young LLP,      
independent auditors, as described in their report on our financial             
statements appearing in this Proxy Statement and Information Circular and       
elsewhere in the Registration Statement.  The financial statements are          
included in this Proxy Statement and Information Circular and in the            
Registration Statement in reliance on the report of Ernst & Young LLP, upon     
the authority of that firm as experts in accounting and auditing.               

     AVAILABLE INFORMATION

We currently do not report under the Securities Exchange Act.  We have
filed with the SEC a registration statement on Form S-4 covering the shares of  
common stock described in this Proxy Statement and Information Circular.  We    
have not included in this Proxy Statement and Information Circular certain      
information contained in the registration statement and you should refer to the 
registration statement and its exhibits for further information.  For a fee, you
may obtain a copy of the registration statement from the public reference       
section of the SEC at: Judiciary Plaza, 450 5th Street, N.W., Washington, D.C.  
20549; and the SEC's Regional Offices located at 7 World Trade Center, Suite    
1300, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison 
Street, Suite 1400, Chicago, Illinois 60661-2511.  In addition, the SEC         
maintains a web site on the Internet at the address http://www.sec.gov that     
contains reports, proxy information statements and other information regarding  
registrants that file electronically with the SEC.  After completion of this    
offering, we will be subject to the reporting requirements of the Securities    
Exchange Act.                                                                   

     OTHER MATTERS

We are not aware of any other matters which you will vote on at the   
annual and special meeting.  If any other matter properly comes before the      
annual and special meeting, then the persons named in the enclosed form of proxy
will vote the shares represented thereby in accordance with their best judgment 
on the matter.                                                                  

     SHAREHOLDER PROPOSALS

 Any shareholder proposing to have any appropriate matter brought before
the 2000 annual meeting of shareholders is required to submit a proposal in     
accordance with the SEC's proxy rules to the secretary of the new Delaware      
corporation not later than ____________, 2000, to be considered for inclusion in
the 2000 proxy statement.                                                       

     APPROVAL OF DIRECTORS

 The contents of this Proxy Statement and Information Circular have been
approved by the board of directors of TomaHawk Corporation.                     

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     CERTIFICATE OF TOMAHAWK CORPORATION

The foregoing contains no untrue statement of a material fact and does
not omit to state a material fact that is required to be stated or that is      
necessary to make a statement not misleading in the light of the circumstances  
in which it was made.                                                           

DATED at San Diego, California, this 8th day of July, 1999.                     

/s/ STEVEN M. CAIRA                                                             
--------------------------------------------------------                        
STEVEN M. CAIRA                                                                 
CHAIRMAN OF THE BOARD, PRESIDENT, CHIEF EXECUTIVE                               
OFFICER AND ACTING CHIEF FINANCIAL OFFICER                                      

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                [Download Table]

TOMAHAWK CORPORATION                                                            PAGE
                                                                                ----
                                                                                    
Report of Ernst & Young, LLP, Independent Auditors..............................F-2 
Consolidated Balance Sheets at December 31, 1998 and 1997.......................F-3 
Consolidated Statements of Operations for the years ended December 31, 1998         
   and 1997.....................................................................F-4 
Consolidated Statements of Stockholders' Equity for the years ended                 
   December 31, 1998 and 1997...................................................F-5 
Consolidated Statements of Cash Flows for the years ended December 31,              
   1998 and 1997................................................................F-6 
Notes to Consolidated Financial Statements......................................F-7 
Consolidated Balance Sheets at March 31, 1999 (unaudited) and                       
   December 31, 1998...........................................................F-22 
Consolidated Statements of Operations for the Three Months Ended                    
   March 31, 1999 (unaudited) and 1998 (unaudited) ............................F-23 
Consolidated Statements of Cash Flows for the Three Months Ended                    
   March 31, 1999 (unaudited) and 1998 (unaudited) ............................F-24 
Notes to Unaudited Consolidated Financial Statements...........................F-25 


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 Report of Ernst & Young LLP, Independent Auditors

The Board of Directors and Stockholders                                         
Tomahawk Corporation                                                            

We have audited the accompanying consolidated balance sheets of Tomahawk        
Corporation as of December 31, 1998 and 1997, and the related statements of     
operations, stockholders' equity and cash flows for the years then ended. These 
financial statements are the responsibility of the Company's management. Our    
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the consolidated financial position of Tomahawk          
Corporation at December 31, 1998 and 1997, and the consolidated results of its  
operations and its cash flows for the years then ended in conformity with       
generally accepted accounting principles.                                       

As discussed in Note 1, at December 31, 1998 the Company had a working capital  
deficiency of $1.7 million. While management is actively seeking additional     
financing to ensure that the Company has sufficient working capital to fund its 
ongoing operations, there are no assurances that financing can be obtained.     
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The accompanying financial statements of the Company do not 
include any adjustments to reflect the possible future effects on the           
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.               

                                           ERNST & YOUNG LLP

San Diego, California                                                           
March 12, 1999                                                                  

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Tomahawk Corporation

 Consolidated Balance Sheets

                                                        [Enlarge/Download Table]

                                                                              DECEMBER 31,             
                                                                         1998              1997        
                                                                   ------------------------------------
                                                                                                       
ASSETS                                                                                                 
Current assets:                                                                                        
   Cash                                                              $      169,129   $      271,576   
   Accounts receivable, net of allowance for doubtful accounts                                         
     of $298,939 in 1998 and $63,946 in 1997                              2,178,353        2,072,388   
   Other current assets                                                      89,724          186,546   
                                                                   ------------------------------------
Total current assets                                                      2,437,206        2,530,510   

Property and equipment, net                                               2,292,410        1,053,718   
Goodwill, net of accumulated  amortization of $78,271 in 1998 and                                      
   $6,035 in 1997                                                         1,507,737           29,960   
Other assets                                                                216,517          125,521   
                                                                   ------------------------------------
Total assets                                                         $    6,453,870   $    3,739,709   
                                                                   ------------------------------------
                                                                   ------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                   
Current liabilities:                                                                                   
   Accounts payable                                                  $      969,634   $    1,120,172   
   Accrued expenses                                                         967,867          826,721   
   Bank debt                                                              1,383,081          661,519   
   Current maturities of long-term debt                                     165,000                -   
   Convertible debenture to a shareholder, net                              250,000          160,641   
   Current maturities of capital lease obligations                          415,041          255,068   
                                                                   ------------------------------------
Total current liabilities                                                 4,150,623        3,024,121   

Long-term debt                                                              935,000                -   
Capital lease obligations                                                   977,180          268,880   

Commitments and contingencies                                                                          

Stockholders' equity:                                                                                  
   Preferred stock, no par value; 750,000 and 1,500,000 shares                                         
     authorized and outstanding at December 31, 1998 and 1997,                                         
     respectively                                                               547            1,094   
   Common stock, no par value; 83,269,600 and 69,055,649 shares                                        
     authorized and outstanding at December 31, 1998 and 1997,                                         
     respectively                                                         9,358,973        7,432,422   
   Additional paid-in capital                                             3,895,837        3,026,762   
   Deferred compensation                                                    (26,430)               -   
   Notes receivable for purchase of common stock, net                    (2,379,690)      (1,159,676)  
   Obligation to issue common stock                                               -           39,631   
   Accumulated deficit                                                  (10,458,170)      (8,893,525)  
                                                                   ------------------------------------
Total stockholders' equity                                                  391,067          446,708   
                                                                   ------------------------------------
                                                                   ------------------------------------
Total liabilities and stockholders' equity                           $    6,453,870   $    3,739,709   
                                                                   ------------------------------------
                                                                   ------------------------------------

SEE ACCOMPANYING NOTES.                                                         

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Tomahawk Corporation

 Consolidated Statements of Operations

                                                        [Enlarge/Download Table]

                                                              YEARS ENDED DECEMBER 31,      
                                                              1998              1997        
                                                        ------------------------------------
                                                                                            
Net sales                                                 $   13,546,510    $   9,281,351   
Cost of sales                                                  9,564,315        7,145,864   
                                                        ------------------------------------
Gross margin                                                   3,982,195        2,135,487   

Operating expenses:                                                                         
   General and administrative                                  3,225,966        1,435,763   
   Marketing and sales                                         1,683,481        1,135,378   
                                                        ------------------------------------
Total operating expenses                                       4,909,447        2,571,141   
                                                        ------------------------------------

Loss from operations                                            (927,252)        (435,654)  

Other expenses:                                                                             
   Interest expense                                             (321,195)        (136,336)  
   Terminated offering costs                                    (316,198)               -   
   Gain on settlement of debt                                          -          158,672   
                                                        ------------------------------------
Net loss                                                   $  (1,564,645)   $    (413,318)  
                                                        ------------------------------------
                                                        ------------------------------------

Net loss per share - basic and diluted                     $        (.02)   $        (.01)  
                                                        ------------------------------------
                                                        ------------------------------------

Weighted average shares used in computing net loss per                                      
   share - basic and diluted                                  75,399,286       59,758,748   
                                                        ------------------------------------
                                                        ------------------------------------

SEE ACCOMPANYING NOTES.                                                         

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Tomahawk Corporation

 Consolidated Statements of Stockholders' Equity

Years ended December 31, 1998 and 1997

                                                        [Enlarge/Download Table]


                                                         PREFERRED STOCK                   COMMON STOCK            ADDITIONAL    
                                                  ------------------------------- --------------------------------   PAID-IN     
                                                       SHARES          AMOUNT          SHARES        AMOUNT          CAPITAL     
                                                  ------------------------------- -----------------------------------------------
                                                                                                                                 
Balance at December 31, 1996                          2,250,000        $1,642        53,654,263   $  5,497,222    $  2,842,996   
   Cancellation of Series I preferred stock            (750,000)         (548)                                                   
   Common stock upon private placement                        -             -         2,433,632        431,699               -   
   Common stock issued upon exercise of warrants              -             -        12,677,754      1,462,516               -   
   Common stock issued upon exercise of options               -             -            50,000          6,080               -   
   Common stock issued upon acquisition of                                                                                       
      company                                                 -             -           125,000         19,999               -   
   Common stock issued for services                           -             -           115,000         14,906               -   
   Compensation expense related to stock options              -             -                 -              -           5,048   
   Debt issuance costs upon issuance of                                                                                          
      warrants with convertible debenture                     -             -                 -              -         178,718   
   Net loss                                                   -             -                 -              -               -   
                                                  -------------------------------------------------------------------------------
Balance at December 31, 1997                          1,500,000         1,094        69,055,649      7,432,422       3,026,762   
   Cancellation of Series II preferred stock           (750,000)         (547)                -              -               -   
   Common stock issued upon exercise of warrants              -             -         9,566,281      1,373,334               -   
   Common stock issued upon exercise of options               -             -         4,308,780        488,586               -   
   Common stock issued upon acquisition of                                                                                       
      company                                                 -             -           200,000         39,631               -   
   Common stock issued in connection with                                                                                        
      litigation settlement                                   -             -           138,890         25,000               -   
   Payments on notes receivable                               -             -                 -              -               -   
   Deferred compensation related to stock                                                                                        
      options                                                 -             -                 -              -         189,845   
   Amortization of deferred compensation                      -             -                 -              -               -   
   Compensation expense related to notes                                                                                         
      receivable from management personnel and                -             -                 -              -         679,230   
      directors                                                                                                                  
   Net loss                                                   -             -                 -              -               -   
                                                  -------------------------------------------------------------------------------
Balance at December 31, 1998                            750,000        $  547        83,269,600   $  9,358,973    $  3,895,837   
                                                  -------------------------------------------------------------------------------
                                                  -------------------------------------------------------------------------------



                                                                     NOTES                                                       
                                                                RECEIVABLE FROM                                                  
                                                                   MANAGEMENT                                                    
                                                                   PERSONNEL,                                                    
                                                                 DIRECTORS, AND  OBLIGATION TO                       TOTAL       
                                                    DEFERRED      SIGNIFICANT    ISSUE COMMON    ACCUMULATED     STOCKHOLDERS'   
                                                  COMPENSATION    SHAREHOLDERS       STOCK          DEFICIT         EQUITY       
                                                  -----------------------------------------------------------------------------  
                                                                                                                                 
Balance at December 31, 1996                      $          -   $   (538,226)  $           -   $ (8,480,207)    $  (676,573)    
   Cancellation of Series I preferred stock                                 -               -              -            (548)    
   Common stock upon private placement                       -              -               -              -         431,699     
   Common stock issued upon exercise of warrants             -       (621,450)              -              -         841,066     
   Common stock issued upon exercise of options              -              -               -              -           6,080     
   Common stock issued upon acquisition of                                                                                       
      company                                                -              -          39,631              -          59,630     
   Common stock issued for services                          -              -               -              -          14,906     
   Compensation expense related to stock options             -              -               -              -           5,048     
   Debt issuance costs upon issuance of                                                                                          
      warrants with convertible debenture                    -              -               -              -         178,718     
   Net loss                                                  -              -               -       (413,318)       (413,318)    
                                                  -----------------------------------------------------------------------------  
Balance at December 31, 1997                                 -     (1,159,676)         39,631     (8,893,525)        446,708     
   Cancellation of Series II preferred stock                 -              -               -              -            (547)    
   Common stock issued upon exercise of warrants             -       (984,140)              -              -         389,194     
   Common stock issued upon exercise of options              -       (290,885)              -              -         197,701     
   Common stock issued upon acquisition of                                                                                       
      company                                                -              -         (39,631)             -               -     
   Common stock issued in connection with                                                                                        
      litigation settlement                                  -              -               -              -          25,000     
   Payments on notes receivable                              -         55,011               -              -          55,011     
   Deferred compensation related to stock                                                                                        
      options                                         (189,845)             -               -              -               -     
   Amortization of deferred compensation               163,415              -               -              -         163,415     
   Compensation expense related to notes                                                                                         
      receivable from management personnel and               -              -               -              -         679,230     
      directors                                                                                                                  
   Net loss                                                  -              -               -     (1,564,645)     (1,564,645)    
                                                  -----------------------------------------------------------------------------  
Balance at December 31, 1998                      $    (26,430)  $ (2,379,690)  $           -   $(10,458,170)    $   391,067     
                                                  -----------------------------------------------------------------------------  
                                                  -----------------------------------------------------------------------------  

SEE ACCOMPANYING NOTES.                                                         

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Tomahawk Corporation

Consolidated Statements of Cash Flows 

                                                        [Enlarge/Download Table]

                                                                                 DECEMBER 31,            
                                                                           1998              1997        
                                                                     ------------------------------------
                                                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                    
Net loss                                                                $  (1,564,645)   $    (413,318)  
Adjustments to reconcile net loss to net cash  used in operating                                         
   activities:                                                                                           
   Provision for doubtful accounts                                            164,050           60,502   
   Depreciation and amortization                                              636,282          250,157   
   Gain on settlement of debt                                                       -         (158,672)  
   Amortization of debt discount                                               89,359           89,359   
   Foreign currency loss                                                       11,105           18,216   
   Legal settlement for stock                                                  25,000           14,906   
   Compensation expense related to options                                    163,415            5,048   
   Compensation expense related to notes receivable from management                                      
      personnel and directors                                                 679,230                -   
   Changes in operating assets and liabilities:                                                          
     Accounts receivable                                                     (270,015)      (1,407,852)  
     Other assets                                                               5,826         (303,692)  
     Accounts payable and accrued expenses                                    (59,392)         791,356   
                                                                     ------------------------------------
Net cash used in operating activities                                        (119,785)      (1,053,990)  

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                    
Cash paid for acquisition                                                    (439,569)               -   
Purchases of property and equipment                                          (516,234)        (244,963)  
                                                                     ------------------------------------
Net cash used for investing activities                                       (955,803)        (244,963)  

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                    
Proceeds from the issuance of shares by private placement                           -          431,699   
Private placement warrants exercised                                          389,194          841,068   
Exercise of stock options                                                     197,701            6,080   
Issuance of shares related to acquisitions                                          -           19,999   
Increase in note payable                                                            -           12,423   
Increase in bank indebtedness                                                 721,562          661,519   
Repayment of notes receivable                                                  55,011                -   
Repayment of note payable                                                           -         (187,577)  
Principal payments under capital lease obligations                           (390,327)        (244,459)  
                                                                     ------------------------------------
Net cash provided by financing activities                                     973,141        1,540,752   
                                                                     ------------------------------------
(Decrease) increase in cash                                                  (102,447)         241,799   
Cash at beginning of year                                                     271,576           29,777   
                                                                     ------------------------------------
Cash at end of year                                                     $     169,129    $     271,576   
                                                                     ------------------------------------
                                                                     ------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                        
Cash paid for interest                                                  $     283,470    $     183,653   
                                                                     ------------------------------------
                                                                     ------------------------------------

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:                                                
Purchase of equipment under capital leases                              $     613,356    $     768,407   
                                                                     ------------------------------------
                                                                     ------------------------------------
Acquisition - See Note 2                                                                                 


SEE ACCOMPANYING NOTES.                                                         

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Notes to Consolidated Financial Statements

 December 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  

BASIS OF PRESENTATION AND BUSINESS                                              

The consolidated financial statements represent the consolidation of the        
accounts of Tomahawk Corporation, Tomahawk Imaging & Financial, Inc.,           
Tomahawk II, Inc., and Tomahawk Software, Inc. (collectively the "Company").    
Both Tomahawk Corporation and Tomahawk Imaging & Financial, Inc. are            
incorporated in Alberta, Canada and Tomahawk Corporation is a registrant on     
the Alberta Stock Exchange. Tomahawk Imaging & Financial, Inc. is a             
wholly-owned subsidiary of Tomahawk Corporation. Tomahawk II, Inc. is           
incorporated in the State of Illinois, USA and Tomahawk Software, Inc.          
("TSI") is incorporated in India. Tomahawk II is a wholly-owned subsidiary of   
Tomahawk Imaging & Financial, Inc. TSI is a majority-owned subsidiary of        
Tomahawk II. (See Note 9). All significant intercompany accounts have been      
eliminated in consolidation.                                                    

The accompanying financial statements have been prepared in accordance with     
generally accepted accounting principles (GAAP) in the United States (US) and,  
unless otherwise indicated in US dollars; however, the Company will present the 
financial statements to the Alberta Stock Exchange. As required by the rules of 
the Alberta Stock Exchange, a reconciliation between the financial statements   
prepared in US GAAP and Canadian GAAP is presented in Note 10.                  

The accompanying financial statements have also been prepared assuming that the 
Company is a going concern. At December 31, 1998, the Company had a working     
capital deficiency of $1.7 million. Management is actively seeking financing    
from both debt and equity sources to ensure the Company has sufficient working  
capital to fund its ongoing operations. While management believes that they will
be successful, there are no assurances that financing can be obtained. These    
conditions raise substantial doubt about the Company's ability to continue as a 
going concern. The accompanying financial statements of the Company do not      
include any adjustments to reflect the possible future effects on the           
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.               

The Company provides engineering and manufacturing services to companies        
primarily in the aerospace, space and defense industries. Its dominant business 
consists of the conversion of hard copy documents such as blueprints and text   
into electronic computer aided design formats. The Company also performs        
engineering services, two and three dimensional modeling, tool design, numerical
control ("NC") programming, and precision machining and manufacturing of parts  
and components.                                                                 

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Notes to Consolidated Financial Statements (continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)      

REVENUE RECOGNITION                                                             

Revenue on fixed-price contracts is recognized on a percentage-of-completion    
basis. Revenue on time and materials contracts are recognized as earned as      
services are performed at the applicable rates in accordance with the terms of  
the underlying contract.                                                        

USE OF ESTIMATES                                                                

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

PROPERTY AND EQUIPMENT                                                          

Property and equipment are carried at cost, less accumulated depreciation.      
Depreciation is provided on a straight-line method over the estimated useful    
lives of the assets, which range from three to ten years. Amortization of       
leasehold improvements is provided over the lesser of the remaining lease term  
or the estimated useful life of the improvements.                               

The Company leases machinery, computer hardware, computer software, and office  
furniture and fixtures. The leased assets meeting the requirements for          
capitalization are included as capitalized leased assets and are amortized over 
the equipment's useful life.                                                    

GOODWILL                                                                        

Goodwill relating to cost in excess of net assets acquired arose from the       
acquisition of various companies (see Note 2). Goodwill is amortized over       
estimated useful lives ranging from five to ten years.                          

FOREIGN CURRENCY TRANSLATION                                                    

The Company has determined that the US dollar is the functional currency.       
Monetary assets and liabilities of the Company's operations which are           
denominated in currencies other than U.S. dollar are translated into US dollars 
at the exchange rate prevailing at year end. Non-monetary items are translated  
at historical rates. Revenue and expense transactions are translated at exchange
rates prevailing at the transaction date. All exchange gains and losses are     
included in net earnings in the period in which they arise.                     

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Notes to Consolidated Financial Statements (continued)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)      

STOCK-BASED COMPENSATION                                                        

As permitted by Statement of Financial Accounting Standards ("SFAS") 123, the   
Company has elected to follow Accounting Principles Board Opinion 25, ACCOUNTING
FOR STOCK ISSUED TO EMPLOYEES ("APB 25"), and related interpretations in        
accounting for its employee stock awards. Under APB 25, when the exercise price 
of the Company's employee stock awards is not less than the market price of the 
underlying stock on the date of grant, no compensation expense is recognized.   

NET LOSS PER SHARE                                                              

In 1997, the Company adopted SFAS 128, "Earnings Per Share." SFAS 128 replaced  
the calculation of primary and fully diluted earnings per share with basic and  
diluted earnings per share. Unlike primary earnings per share, basic earnings   
per share excludes any dilutive effects of options, warrants and convertible    
securities. Diluted earnings per share is very similar to the previously        
reported primary earnings per share. Since such securities are antidilutive     
there is no difference between basic and diluted earnings (loss) per share for  
any of the periods presented and none of the prior periods were required to be  
restated.                                                                       

IMPAIRMENT OF LONG-LIVED ASSETS                                                 

In accordance with SFAS 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS 
AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, the Company reviews long-lived     
assets and intangible assets for impairment caused by events or changes in      
circumstances which indicate that the carrying amount of an asset may not be    
recoverable. Recoverability of assets to be held and used is measured by a      
comparison of the carrying amount of that asset to future net cash flows        
expected to be generated by the asset. If such assets are considered to be      
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeded the fair value of the assets.            

2. ACQUISITIONS                                                                 

The following acquisitions were recorded using the purchase method of           
accounting. Their results of operations have been included in the consolidated  
financial statements since their respective dates of acquisition.               

During 1997, the Company acquired three businesses through the issuance of      
325,000 shares of common stock valued at $59,630. As of December 31, 1997, the  
Company had issued 19,999 shares and had recorded an obligation to issue the    
remaining 39,631 shares.                                                        

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Notes to Consolidated Financial Statements (continued)

2. ACQUISITIONS (CONTINUED)                                                     

These shares were issued in fiscal year 1998. In conjunction with these         
transactions, the Company acquired current assets of $115,419, capital assets of
$195,909, and assumed liabilities of $291,391. The Company recorded             
approximately $40,000 of goodwill in connection with these acquisitions. One of 
the acquired businesses was a company that provided document conversion         
services; a second business provided NC programming and engineering services;   
and the third business provided high volume document scanning services.         

During 1998, the Company acquired certain assets of a precision machine shop    
for a total purchase price of $1,540,000. The acquisition was accounted for     
under the purchase method and the Company recorded goodwill of approximately    
$1,550,000 (which the Company is amortizing over ten years) and machinery and   
equipment of $635,000, net of liabilities for capital leases of $645,000. In    
connection with this acquisition, the Company's consideration was $400,000 in   
cash, $40,000 in acquisition costs, a note payable with the seller in the       
amount of $1,100,000. Interest at an annual rate of prime plus 1% is payable    
on the outstanding principal balance commencing December 19, 1998. The          
outstanding principal balance is payable over a 60-month period commencing      
March 19, 1999.                                                                 

3. FINANCIAL STATEMENT INFORMATION                                              

PROPERTY AND EQUIPMENT                                                          

Property and equipment are stated at cost and consist of the following:         

                                                                [Download Table]

                                                          DECEMBER 31,            
                                                      1998             1997       
                                                ----------------------------------
                                                                                  
Machinery and tools                             $   1,027,149     $           -   
Computer hardware                                     929,414           623,342   
Computer software                                     870,319           493,503   
Office furniture, fixtures and equipment              325,787           271,237   
Leasehold improvements                                 82,878            44,727   
                                                ----------------------------------
                                                    3,235,547         1,432,809   
Less accumulated depreciation and amortization       (943,137)         (379,091)  
                                                ----------------------------------
                                                ----------------------------------
                                                $   2,292,410     $   1,053,718   
                                                ----------------------------------
                                                ----------------------------------

Computer hardware and software, with a cost of $332,483 in 1997 were fully      
depreciated in 1997 and have been deducted from the cost and accumulated        
depreciation totals.                                                            

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Notes to Consolidated Financial Statements (continued)

3. FINANCIAL STATEMENT INFORMATION (CONTINUED)                                  

Equipment acquired under capital leases totaled $1,370,735 and $643,764 (net of 
accumulated amortization of $406,742 and $124,643 at December 31, 1998 and 1997,
respectively).                                                                  

BANK LOANS                                                                      

In February 1997, the Company entered into a Revolving Credit Loan Agreement    
(the "Agreement") whereby the Company is able to borrow amounts not to exceed   
the lesser of: 1) $750,000; or 2) the sum of 65% of the Company's net current   
accounts receivable at that time. The Agreement was secured by substantially all
of the assets of the Company. Interest accrued at the rate of the bank's prime  
plus 1.5% per annum (10.25% at December 31, 1997) and outstanding borrowings    
totaled approximately $640,000 at December 31, 1997. In March 1998, the Company 
paid in full the outstanding principal and interest balances and terminated the 
Agreement.                                                                      

As a result of one of the Company's 1997 acquisitions, the Company assumed a    
Revolving Promissory Draw Note (the "Note") whereby the Company was able to     
borrow amounts not to exceed $55,000. Interest under the Note accrued at the    
rate of prime plus 1.75% per annum. At December 31, 1997, the interest rate was 
10.50% and outstanding borrowings totaled approximately $22,000. In February    
1998, the Company paid in full the outstanding principal and interest balance   
and terminated the agreement.                                                   

In March 1998, the Company entered into a Business Loan Agreement (the "Loan    
Agreement") to borrow up to a maximum of $2,000,000. The Loan Agreement was     
secured by substantially all of the assets of Tomahawk II and is guaranteed by  
the Company. Interest was payable at the bank's preferred rate plus 1% per annum
due on April 1, 1998 and then monthly, thereafter, until payment in full of any 
principal outstanding under the Loan Agreement. Outstanding principal and any   
unpaid interest was due on February 28, 1999. At December 31, 1998, outstanding 
borrowings totaled approximately $1,383,081.                                    

In March 1999, the Company revised and amended the Loan Agreement by entering   
into an Amended and Restated Business Loan Agreement (the "Amended Loan         
Agreement") to borrow up to a maximum of $3,000,000 based on eligible accounts  
receivable. The Amended Loan Agreement is secured substantially by all of the   
assets of Tomahawk II and is guaranteed by the Company. Interest is payable at  
the bank's reference rate plus 1% per annum starting on April 1, 1999, and      
monthly thereafter, until payment in full of any principal outstanding under the
Amended Loan Agreement. Outstanding principal and any unpaid interest is due on 
February 29, 2000. The Amended Loan Agreement                                   

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Notes to Consolidated Financial Statements (continued)

3. FINANCIAL STATEMENT INFORMATION (CONTINUED)                                  

contains restrictive covenants subject to the bank's consent, including         
limitations on capital expenditures and restrictions on making any loans to     
officers, directors or shareholders of the Company.                             

CONVERTIBLE DEBENTURE                                                           

As of December 31, 1996, the Company had a $250,000 loan provided by a          
significant shareholder and secured by accounts receivable, intangible assets,  
and plant and equipment, not otherwise pledged. In 1997, the loan was refinanced
by the issuance of a convertible debenture due January 8, 1999, bearing interest
at prime plus 1% per annum. The indebtedness is convertible into common shares  
on the basis of Canadian (CN) $0.23 per share, to a maximum of 1,474,565 shares.
In connection with the financing, the debenture holder was issued a warrant for 
the purchase of 1,474,565 shares at a price of CN$0.23 per share, which expired 
on January 8, 1999. Based on the estimated fair value of the attached warrant,  
$178,717 was booked as debt discount relating to the warrant for the purchase of
1,474,565 shares attached to the convertible debenture. The debt discount was   
amortized over approximately two years. Accordingly, the Company recognized     
$89,359 in expense as of December 31, 1998 and December 31, 1997, respectively. 

OTHER EXPENSES                                                                  

In fiscal year 1998, the Company ceased its efforts to complete an equity or    
debt financing and the related costs of $316,198 incurred through December 31,  
1998, were charged to operations.                                               

In 1994, the Company purchased computer hardware and software and entered into a
Secured Promissory Note (the "Promissory Note") in the original principal amount
of approximately $403,000. The Promissory Note was secured by the computer      
assets purchased. The Promissory Note became past due in December 1996, and in  
April 1997, the Company negotiated a settlement of the full amount of the       
liability for $200,000. The settlement resulted in a gain of debt of $158,672.  

4.  SEGMENT AND RELATED INFORMATION                                             

The Company has two reportable segments as defined by FASB Statement 131,       
DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. The         
Company's reportable segments are business units that offer different services  
and are managed separately because each business requires different technology  
and marketing strategies.                                                       

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Notes to Consolidated Financial Statements (continued)

4.  SEGMENT AND RELATED INFORMATION (CONTINUED)                                 

The document imaging and conversion services segment accounted for 77% of total 
revenues in 1998. The engineering and precision machining services segment      
accounted for 23% of total revenues in 1998.                                    

The accounting policies of the reportable segments are the same as those        
described in the summary of significant accounting policies. The Company        
allocates resources and evaluates the performance of segments based on profit or
loss from operations, excluding unusual gains or losses. The Company allocates  
general and administrative expenses to each segment based on their respective   
percentages of total revenue. Intersegment sales were not significant for any   
period.                                                                         

One customer of the document imaging and conversion services segment accounted  
for 67% and 35% of net sales in 1998 and 1997, respectively. Two additional     
customers of the document imaging and conversion services segment accounted for 
12% and 11% of net sales in 1997. Information regarding industry segments for   
1998 and 1997 is as follows:                                                    

                                                        [Enlarge/Download Table]


FOR THE YEARS ENDED DECEMBER 31                         1998              1997        
-------------------------------                  -------------------------------------
                                                                                      
Net sales:                                                                            
   Document imaging and conversion services           $10,424,953        $5,908,346   
   Engineering and precision machining services         3,121,557         3,373,005   
                                                 -------------------------------------
Total consolidated net sales                          $13,546,510        $9,281,351   
                                                 -------------------------------------
                                                 -------------------------------------

Cost of sales:                                                                        
   Document imaging and conversion services           $ 6,166,822        $4,154,081   
   Engineering and precision machining services         3,397,493         2,991,783   
                                                 -------------------------------------
Total consolidated cost of sales                      $ 9,564,315        $7,145,864   
                                                 -------------------------------------
                                                 -------------------------------------

Gross margin (loss):                                                                  
   Document imaging and conversion services           $ 4,258,404        $1,754,265   
   Engineering and precision machining services          (276,209)          381,222   
                                                 -------------------------------------
Total consolidated gross margin                       $ 3,982,195        $2,135,487   
                                                 -------------------------------------
                                                 -------------------------------------

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Notes to Consolidated Financial Statements (continued)

4.  SEGMENT AND RELATED INFORMATION (CONTINUED)                                 

                                                        [Enlarge/Download Table]


FOR THE YEARS ENDED DECEMBER 31                                          1998              1997        
-------------------------------                                    ------------------------------------
                                                                                                       
Income (loss) from operations before unallocated amount:                                               
   Document imaging and conversion services                           $     731,634     $   (249,057)  
   Engineering and precision machining services                            (979,656)        (186,597)  
                                                                   ------------------------------------
Total loss from operations before unallocated amount                       (248,022)        (435,654)  

Unallocated amount:                                                                                    
   Compensation  expense related to notes receivable from                                              
     management personnel and directors                                    (679,230)               -   
                                                                   ------------------------------------
Total consolidated loss from operations                               $    (927,252)    $   (435,654)  
                                                                   ------------------------------------
                                                                   ------------------------------------

Other unallocated amounts:                                                                             
   Interest expense                                                   $    (321,195)    $   (136,336)  
   Terminated offering costs                                               (316,198)               -   
   Gain on settlement of debt                                                     -          158,672   
                                                                   ------------------------------------
Total other unallocated amounts                                       $    (637,393)    $     22,336   
                                                                   ------------------------------------
                                                                   ------------------------------------

Net loss                                                              $  (1,564,645)    $   (413,318)  
                                                                   ------------------------------------
                                                                   ------------------------------------

Depreciation and amortization deducted in arriving at operating                                        
   income (loss) from operations:                                                                      
   Document imaging and conversion services                          $     254,823    $     140,910    
   Engineering and precision machining services                            309,223          103,212    
                                                                   ------------------------------------
                                                                           564,046          244,122    
Goodwill amortization                                                       72,236            6,035    
                                                                   ------------------------------------
                                                                     $     636,282    $     250,157    
                                                                   ------------------------------------
                                                                   ------------------------------------

Capital expenditures (including acquisitions and capital leases):                                      
   Document conversion services                                      $     567,819    $     407,539    
   Engineering and precision machining services                          1,234,958          623,888    
                                                                   ------------------------------------
                                                                     $   1,802,777    $   1,031,427    
                                                                   ------------------------------------
                                                                   ------------------------------------

AT DECEMBER 31                                                           1998              1997        
--------------                                                     ------------------------------------

Total assets by segment:                                                                               
   Document imaging and conversion services                          $   2,592,638    $   2,159,518    
   Engineering and precision machining services                          3,584,801        1,060,494    
   Unallocated amounts                                                     276,431          519,697    
                                                                   ------------------------------------
Total consolidated assets                                               $6,453,870       $3,739,709    
                                                                   ------------------------------------
                                                                   ------------------------------------

Assets located in foreign countries were not significant.                       

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Notes to Consolidated Financial Statements (continued)

5.  STOCKHOLDERS' EQUITY                                                        

PREFERRED STOCK                                                                 

In connection with the acquisition of Tomahawk Imaging & Financial Inc. ("TIFI")
in March of 1993, the Company issued 2,250,000 Class A non-voting preferred     
shares. In 1997, the Company has 1,500,000 issued and outstanding preferred     
non-cumulative shares, 750,000 of the shares relate to Series II preferred      
shares and 750,000 of the shares relate to Series III preferred shares.         

At December 31, 1998, the Company had 750,000 shares of Series III preferred    
shares authorized and outstanding. For each CN$2.50 of cumulative cash flow, a  
share of Series III preferred shares is convertible into 10 common shares. In   
the event these shares are not converted nor eligible for conversion by the end 
of 1999, they will, subject to the discretion of the Alberta Stock Exchange, be 
returned to the Company for cancellation. The Company does not expect these     
shares to be eligible for conversion. In 1998 and 1997, the Company canceled the
750,000 shares of Series II preferred and the 750,000 shares of Series I        
preferred, respectively, as the performance criteria for their respective       
conversion was not met.                                                         

PRIVATE PLACEMENT ISSUANCE OF SHARES                                            

In 1997, the Company issued 2,433,632 units (comprising 2,433,632 of common     
stock and warrants to purchase additional 1,216,816 shares of common stock at a 
price of CN $0.40 per share, which expired on March 24, 1999) at a price of     
CN$.1774 per unit. Various directors and officers of the Company have           
participated in this and previous private placements.                           

WARRANTS                                                                        

Transactions for all warrants granted are summarized as follows:                

                                                                [Download Table]

                                                                   WEIGHTED-      
                                                                    AVERAGE       
                                               NUMBER OF         EXERCISE PRICE   
                                                 SHARES            PER SHARE      
                                           ---------------------------------------
                                                                                  
Warrants outstanding at December 31, 1996        28,827,365           CN$0.22     
     Issued                                       2,691,381              0.31     
     Exercised                                  (12,677,754)             0.16     
     Canceled                                      (557,274)             0.17     
                                           ---------------------------------------
Warrants outstanding at December 31, 1997        18,283,718              0.28     
     Exercised                                   (9,566,281)             0.22     
     Canceled                                    (6,026,056)             0.36     
                                           ---------------------------------------
Warrants outstanding at December 31, 1998         2,691,381           CN$0.31     
                                           ---------------------------------------
                                           ---------------------------------------

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Notes to Consolidated Financial Statements (continued)

5.  STOCKHOLDERS' EQUITY (CONTINUED)                                            

As discussed above in Note 3, the warrants outstanding at December 31, 1998     
expired during March of 1999. The warrants exercised were originally sold to    
officers and directors for notes receivable and cash (see below).               

STOCK OPTIONS                                                                   

The Stock Option Plan (the "Plan") of Tomahawk is administered by the Board of  
Directors of the Company. The shares offered under the Plan consist of          
authorized but unissued common shares of the Company. The aggregate number of   
shares to be delivered upon the exercise of all options granted under the Plan  
shall not exceed 10% of the number of common shares outstanding at the date of  
grant. If any options granted under the Plan shall expire or terminate for any  
reason without having been exercised in full, the unpurchased shares subject    
thereto shall again be available for the purpose of this Plan.                  

The Board of Directors may in its sole discretion, determine the time during    
which options shall vest and the method of vesting, or that no vesting          
restriction shall exist. The 1993, 1994, 1995, and 1996 grants have no vesting  
restrictions. Starting in 1997, the Board of Directors has attached a six-month 
vesting period on all future option grants.                                     

The exercise price of the shares covered by each option shall be determined by  
the Board of Directors of the Company. The exercise price shall not be less than
the price permitted by any stock exchange on which the common shares are then   
listed. The common shares are listed in the Alberta Stock Exchange (the         
"Exchange"). The Exchange permits up to a 15% discount on the fair market value 
of the stock on the date of grant.                                              

The Company has historically taken the allowable discount in determining the    
exercise price of the stock. However, in accordance with generally accepted     
accounting principles in the United States, under APB 25, when the exercise     
price of the Company's employee stock award is less than the market price of the
underlying stock on the date of grant, compensation expense is recognized over  
the vesting period of the options. The Company has recognized compensation      
expense totaling $161,415 in December 31, 1998, none in 1997 and $2,848,044 for 
the periods prior to 1997. Also, based on the vesting period of the options, the
Company has $26,430 in deferred compensation at December 31, 1998. Furthermore, 
pursuant to APB 25, when options are granted to non-employees (i.e.,            
consultants) compensation expense is recognized immediately upon grant based on 
the total number of shares multiplied by fair market value on the date of grant.
The Company has recognized compensation expense relating to grants to           
consultants of $1,762 and $5,048 in December 31, 1998 and 1997, respectively. As
of December 31,                                                                 

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Notes to Consolidated Financial Statements (continued)

5.  STOCKHOLDERS' EQUITY (CONTINUED)                                            

1998 and 1997, the Company has recognized cumulative compensation expense of    
$3,011,459 and $2,848,044, respectively, related to the issuance of stock       
options below fair market value and the issuance of stock options to            
consultants.                                                                    

Each option and all other rights expire on the date set out in the option       
agreements. Since 1996 options issued by the Company expire within five years   
from the date of grant.                                                         

Activity for the Plan is as follows:                                            

                                                                [Download Table]

                                                       WEIGHTED -      
                                     NUMBER OF           AVERAGE       
                                      SHARES         EXERCISE PRICE    
                                  -------------------------------------
                                                                       
Outstanding at December 31, 1996      5,251,750           CN$0.17      
     Granted                            793,000              0.20      
     Exercised                          (50,000)             0.17      
     Canceled                           (85,000)             0.18      
                                  -------------------------------------
Outstanding at December 31, 1997      5,909,750              0.17      
     Granted                          5,972,000              0.22      
     Exercised                       (4,308,780)             0.16      
     Canceled                           (97,000)             0.19      
                                  -------------------------------------
Outstanding at December 31, 1998      7,475,970           CN$0.21      
                                  -------------------------------------
                                  -------------------------------------

Following is a further breakdown of the options outstanding as of December 31,  
1998:                                                                           

                                                        [Enlarge/Download Table]

                                                                                               WEIGHTED-      
                                         WEIGHTED-                                              AVERAGE       
                                          AVERAGE          WEIGHTED-                         EXERCISE PRICE   
                        OPTIONS        REMAINING LIFE       AVERAGE           OPTIONS          OF OPTIONS     
  EXERCISE PRICES     OUTSTANDING         IN YEARS       EXERCISE PRICE     EXERCISABLE       EXERCISABLE     
--------------------------------------------------------------------------------------------------------------
                                                                                                              
     CN$0.23               233,750           1             CN $0.23               233,750       CN$0.23       
        0.19                16,920           1                 0.19                16,920          0.19       
        0.17               602,300           1                 0.17               602,300          0.17       
        0.20               656,000           4                 0.20               656,000          0.20       
        0.22             5,567,000           4                 0.22             5,567,000          0.22       
        0.21               400,000           5                 0.21                     -             -       
                   -------------------                                   -------------------                  
                         7,475,970                                              7,075,970                     
                   -------------------                                   -------------------                  
                   -------------------                                   -------------------                  

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Notes to Consolidated Financial Statements (continued)

5.  STOCKHOLDERS' EQUITY (CONTINUED)                                            

Pro forma information regarding net income (loss) and earnings (loss) per share 
is required by SFAS 123, and has been determined as if the Company has accounted
for its employee stock options using the fair value method. The fair value of   
these options was estimated at the date of grant using the Black-Scholes option 
pricing model with the following weighted average assumptions for 1998 and 1997:
risk-free interest rate of 6.50%; dividend yield of 0%; volatility factor of 79%
and a weighted-average life of five years.                                      

The Black-Scholes valuation model was developed for use in estimating the fair  
value of traded options which have no vesting restrictions and are fully        
transferable. In addition, option valuation models require the input of highly  
subjective assumptions including the expected stock price volatility. Because   
the Company's employee stock options have characteristics significantly         
different from those of traded options, and because changes in the subjective   
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single       
measure of the fair value of its employee stock options.                        

For purposes of pro forma disclosures, the estimated fair value of the options  
is amortized to expense over the vesting period. The Company's pro forma net    
loss is as follows:                                                             

                                                                [Download Table]

                                            DECEMBER 31,              
                                     1998                 1997        
                              ----------------------------------------

                                                                      
Pro forma net loss                $(2,344,072)         $(756,609)     
                              ----------------------------------------
                              ----------------------------------------
Pro forma net loss per share            $(.03)             $(.01)     
                              ----------------------------------------
                              ----------------------------------------

Future pro forma results of operations under SFAS 123 may be materially         
different from actual amounts reported.                                         

The weighted-average fair value of options granted during the year was $0.13.   
The weighted-average remaining contractual life of options outstanding at       
December 31, 1998 is 4 years.                                                   

NOTES RECEIVABLE                                                                

During 1996 through 1998, the Company issued non-interest bearing full-recourse 
notes receivable (the "Notes") to various management personnel, directors and   
significant shareholders for the purchase of stock and the exercise of options  
and warrants. Several of these Notes came due in 1998 and the Company extended  
their respective maturities                                                     

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Notes to Consolidated Financial Statements (continued)

5.  STOCKHOLDERS' EQUITY (CONTINUED)                                            

and ultimately concluded to revise all the Notes relating to management         
personnel and directors in 1999 such that they are non-recourse notes           
receivable. In accordance with generally accepted accounting principles, upon   
extending the maturities, the Company began accounting for Notes relating to    
management personnel and directors as variable instruments and accordingly,     
recorded expense of $679,230.                                                   

6.  NET LOSS PER SHARE                                                          

The following table sets for the computation of basic and diluted net loss per  
share:                                                                          

                                                                [Download Table]

                                                 DECEMBER 31,             
                                            1998              1997        
                                      ------------------------------------
                                                                          
Numerator:                                                                
   Net loss                               $(1,564,645)       $(413,318)   
                                      ------------------------------------
                                      ------------------------------------

Denominator:                                                              
   Weighted average shares                 75,399,286       59,758,748    
                                      ------------------------------------
                                      ------------------------------------

Basic and diluted net loss per share            $(.02)           $(.01)   
                                      ------------------------------------
                                      ------------------------------------

All potential common shares have been excluded from the diluted net loss per    
share calculations as they are antidilutive.                                    

7. COMMITMENTS AND CONTINGENCIES                                                

LEASES                                                                          

The Company leases space under operating leases expiring between 2000 and 2002  
in San Diego, Chicago and Seattle. The Company records rent expense on a        
straight line basis ratably over the lease term.                                

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Notes to Consolidated Financial Statements (continued)

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)                                    

The Company leases machinery, computer hardware, computer software, and office  
furniture and fixtures under capital leases. Capitalized lease obligations of   
$1,309,243 and $768,407 were incurred in 1998 and 1997, respectively, as a      
result of the Company entering into various equipment capital leases. Aggregate 
future minimum lease commitments for all leases at December 31, 1998 are as     
follows:                                                                        

                                                                [Download Table]

                                                    OPERATING          CAPITAL      
                                                      LEASES           LEASES       
                                                ------------------------------------
                                                                                    
1999                                               $     691,933     $     560,299  
2000                                                     603,069           490,414  
2001                                                     397,665           323,704  
2002                                                     401,320           289,785  
2003                                                     309,502            90,803  
Thereafter                                                     -            39,143  
                                                ------------------------------------
                                                   $   2,403,489         1,794,148  
                                                -------------------                 
                                                -------------------                 
Less amount representing interest                                          401,927  
                                                                  ------------------
Present value of net minimum lease payments                              1,392,221  
Less current portion                                                       415,041  
                                                                  ------------------
Long-term portion of capital lease obligations                       $     977,180  
                                                                  ------------------
                                                                  ------------------

Rent expense was $431,976 and $229,872 for the years ended December 31, 1998 and
1997, respectively.                                                             

LITIGATION                                                                      

On February 21, 1997, a competitor commenced legal action against the Company   
regarding certain former employees of the plaintiff now employed by the Company.
In March of 1998, the matter was settled and the case was dismissed. According  
to the Settlement Agreement, the Company agreed to pay $125,000 payable in cash 
and stock in fiscal years 1998 and 1999. As of December 31, 1997, the Company   
accrued the total settlement of $125,000 in the financial statements. In fiscal 
year 1998, the Company issued $25,000 in common stock and paid $50,000 in cash  
in accordance with the terms of the settlement.                                 

As of December 31, 1998, the Company accrued $37,500 relating to a breach of    
contract claim filed against the Company in 1997 and settled in 1998. The       
$37,500 amount of the settlement is expected to be paid in 1999.                

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Notes to Consolidated Financial Statements (continued)

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)                                    

During 1998, the Company received approximately $250,000 in cash net of attorney
fees relating to legal settlements.                                             

8.  INCOME TAXES                                                                

At December 31, 1998, the Company had federal and California tax operating loss 
carryforwards of approximately $4,785,000 and $994,000, respectively. The       
federal and California tax loss carryforward will begin expiring in 2008 and    
2001, respectively, unless previously utilized. The Company also has foreign net
operating loss carryforwards of approximately $989,000, which will begin        
expiring in 1999 unless previously utilized.                                    

Pursuant to Internal Revenue Code Sections 382 and 383, annual use of the       
Company's net operating loss and credit carryforwards may be limited if a       
cumulative change in ownership of more than 50% occurs within any three-year    
period.                                                                         

Significant components of the Company's deferred tax assets and liabilities are 
shown below. A valuation allowance of $2,290,000, of which $132,000 is related  
to 1998, has been recognized to offset the deferred tax assets as realization of
such assets is uncertain.                                                       

                                                                [Download Table]

                                                       DECEMBER 31,            
                                                   1998             1997       
                                             ----------------------------------
                                                                               
Deferred tax assets:                                                           
   Net operating losses                          $ 2,170,000       $ 2,057,000 
   Other, net                                        120,000           101,000 
                                             ----------------------------------
   Total deferred tax assets                       2,290,000         2,158,000 
Valuation allowance for deferred tax assets       (2,290,000)       (2,158,000)
                                             ----------------------------------
Net deferred tax assets                          $         -       $         - 
                                             ----------------------------------
                                             ----------------------------------

9.  SUBSEQUENT EVENTS                                                           

In February 1999, Tomahawk Corporation and Tomahawk Imaging & Financial, Inc.   
were combined into one corporate entity in order to simplify the Company's      
corporate structure. Additionally, Tomahawk Corporation is proposing to change  
its jurisdiction of incorporation from the Province of Alberta, Canada to the   
State of Delaware, USA ("domestication"), subject to an affirmative vote of the 
holders of 66 2/3% of the common shares of Tomahawk Corporation. After the      
completion of the domestication, the Company intends to merge Tomahawk II with  
the Delaware Company.                                                           

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 Consolidated Balance Sheets

                                                        [Enlarge/Download Table]

                                                                                  MARCH 31,            DECEMBER 31, 
                                                                                    1999                    1998    
                                                                                ----------------------------------- 
                                                                                 (UNAUDITED)                        
                                                                                                                    
ASSETS                                                                                                              
Current assets:                                                                                                     
   Cash                                                                         $     74,578           $    169,129 
   Account receivable, net                                                         1,724,484              2,178,353 
   Other current assets                                                              206,973                 89,724 
                                                                                ----------------------------------- 
Total current assets                                                               2,006,035              2,437,206 

Property and equipment, net                                                        2,258,497              2,292,410 
Goodwill, net                                                                      1,471,468              1,507,737 
Other assets                                                                         227,232                216,517 
                                                                                ----------------------------------- 
Total assets                                                                    $  5,963,232           $  6,453,870 
                                                                                ----------------------------------- 
                                                                                ----------------------------------- 

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:                                                           
   Accounts payable                                                             $  1,208,913           $    969,634 
   Accrued expenses                                                                  900,144                967,867 
   Bank debt                                                                       1,463,081              1,383,081 
   Current maturities of long-term debt                                              220,000                165,000 
   Convertible debenture to a shareholder, net                                             -                250,000 
   Current maturities of capital lease obligations                                   417,745                415,041 
                                                                                ----------------------------------- 
Total current liabilities                                                          4,209,883              4,150,623 

Long-term debt                                                                       880,000                935,000 
Capital lease obligations                                                          1,002,614                977,180 
Convertible debenture to a shareholder, net                                          250,000                      - 
Commitments and contingencies                                                                                       

Stockholders' equity:                                                                                               
   Preferred stock, no par value; 750,000 shares authorized and                          547                    547 
     outstanding  both at March 31, 1999 and December  31, 1998                                                     
   Common stock, no par value; 84,759,565 and 83,269,600 shares authorized and                                      
     outstanding at March 31, 1999 and December                                                                     
     31, 1998, respectively                                                        9,585,025              9,358,973 
   Additional paid-in capital                                                      3,965,782              3,895,837 
   Deferred compensation                                                             (10,572)               (26,430)
   Notes receivable for purchase of common stock, net                             (2,603,029)            (2,379,690)
   Accumulated deficit                                                           (11,317,018)           (10,458,170)
                                                                                ----------------------------------- 
Total stockholders' equity                                                          (379,265)               391,067 
                                                                                ----------------------------------- 
Total liabilities and stockholders' equity                                      $  5,963,232           $  6,453,870 
                                                                                ----------------------------------- 
                                                                                ----------------------------------- 

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS           

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 Consolidated Statements of Operations

                                                        [Enlarge/Download Table]

                                                                           THREE MONTHS ENDED MARCH 31,    
                                                                            1999                  1998     
                                                                       ----------------------------------- 
                                                                                    (UNAUDITED)            
                                                                                                           
Net sales                                                              $  2,481,621           $  3,441,425 
Cost of sales                                                             1,947,097              2,406,262 
                                                                       ----------------------------------- 
Gross margin                                                                534,524              1,035,163 

Operating expenses:                                                                                        
   General and administrative                                               835,184                495,708 
   Marketing and sales                                                      446,264                363,892 
                                                                       ----------------------------------- 
Total operating expenses                                                  1,281,448                859,600 
                                                                       ----------------------------------- 

 Income (loss) from operations                                             (746,924)               175,563 

Other expenses:                                                                                            
   Interest expense                                                        (111,924)               (65,391)
                                                                       ----------------------------------- 
Net income (loss)                                                      $   (858,848)          $    110,172 
                                                                       ----------------------------------- 
                                                                       ----------------------------------- 

Net income (loss) per share - basic                                    $       (.01)          $       .002 
                                                                       ----------------------------------- 

Net income (loss) per share - diluted                                  $       (.01)          $       .001 
                                                                       ----------------------------------- 

Weighted average shares used in computing net income (loss) per share                                      
   - basic                                                               84,629,467             69,190,232 
                                                                       ----------------------------------- 
                                                                       ----------------------------------- 
Weighted average shares used in computing net income (loss) per share                                      
   - diluted                                                             84,629,467             81,836,182 
                                                                       ----------------------------------- 
                                                                       ----------------------------------- 

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS           

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 Consolidated Statements of Cash Flows

                                                        [Enlarge/Download Table]

                                                                      THREE MONTHS ENDED MARCH 31, 
                                                                        1999               1998    
                                                                     ----------------------------- 
                                                                              (UNAUDITED)          
                                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES:                                                              
Net income (loss)                                                    $(858,848)          $ 110,172 
Adjustments to reconcile net loss to net cash  used in operating                                   
   activities:                                                                                     
   Depreciation and amortization                                       208,924             111,316 
   Amortization of debt discount                                             -              22,338 
   Foreign currency loss                                                     -               6,410 
   Legal settlement for stock                                                -              25,000 
   Compensation expense related to options                              15,858                   - 
   Compensation expense related to notes receivable from management                                
     personnel and directors                                            69,945              26,355 
   Changes in operating assets and liabilities:                                                    
     Accounts receivable                                               587,777            (692,170)
     Other assets                                                     (261,872)            (67,759)
     Accounts payable and accrued expenses                             171,556             160,493 
                                                                     ----------------------------- 
Net cash used in operating activities                                  (66,660)           (297,845)

CASH FLOWS FROM INVESTING ACTIVITIES:                                                              
Purchases of property and equipment                                   (138,241)           (347,400)
                                                                     ----------------------------- 
Net cash used for investing activities                                (138,241)           (347,400)

CASH FLOWS FROM FINANCING ACTIVITIES:                                                              
Private placement warrants exercised                                         -              32,253 
Exercise of stock options                                                2,212             174,286 
Issuance of shares related to acquisitions                                   -              39,631 
Increase in bank indebtedness                                           80,000             103,906 
Repayment of notes receivable                                                -             100,000 
Advance under capital lease line                                       116,000             209,411 
Principal payments under capital lease obligations                     (87,862)           (283,259)
                                                                     ----------------------------- 
Net cash provided by financing activities                              110,350             376,228 
                                                                     ----------------------------- 
Decrease in cash                                                       (94,551)           (269,017)
Cash at beginning of period                                            169,129             271,576 
                                                                     ----------------------------- 
Cash at end of period                                                $  74,578           $   2,559 
                                                                     ----------------------------- 
                                                                     ----------------------------- 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                  
Cash paid for interest                                               $ 102,152           $  59,219 
                                                                     ----------------------------- 
                                                                     ----------------------------- 

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:                                          
Purchase of equipment under capital leases                           $ 116,000           $ 209,411 
                                                                     ----------------------------- 
                                                                     ----------------------------- 

SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS           

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Notes to Unaudited Consolidated Financial Statements
March 31, 1999

 (UNLESS OTHERWISE NOTED, AMOUNTS EXPRESSED IN U.S. DOLLARS)

1.   CONSOLIDATION AND BASIS OF PRESENTATION                                    

The unaudited interim financial statements presented herein represent the       
consolidation of accounts of TomaHawk Corporation, TomaHawk II, Inc and TomaHawk
Software, Inc. TomaHawk Corporation is incorporated in Alberta, Canada, and is a
registrant on the Alberta Stock Exchange. TomaHawk II, Inc. is incorporated in  
the state of Illinois, USA and is the sole operating entity of TomaHawk         
Corporation. TomaHawk Software Inc. is incorporated in India is a majority-owned
subsidiary of TomaHawk II. All significant intercompany accounts have been      
eliminated in consolidation.                                                    

These interim unaudited statements have been prepared by the Company pursuant to
rules and regulations of the United States Securities and Exchange commission   
and in accordance with generally accepted accounting principles in the United   
States. Accordingly, certain information and footnote disclosures normally      
included in annual financial statements have been omitted or condensed. These   
statements should be read in conjunction with the Company's audited financial   
statements and notes thereto for the fiscal year ended December 31, 1998. In the
opinion of management, all necessary adjustments have been made to provide a    
fair presentation. The operating results for the three months ended March 31,   
1999 are not necessarily indicative of the results that may be expected for the 
year ending December 31, 1999.                                                  

2.    EARNINGS PER SHARE                                                        

Earnings per share are computed in accordance with Financial Accounting         
Standards Board Statement No. 128, EARNINGS PER SHARE. Basic earnings per share 
are computed using the weighted average number of common shares outstanding     
during each period. Diluted earnings per share include the dilutive effect of   
common shares potentially issuable upon the exercise of stock options and       
warrants and the conversion of convertible debt or preferred stock. For the     
purposes of computing diluted earnings per share, weighted average common share 
equivalents do not include stock options or warrants with an exercise price that
exceeds the average fair market value of the Company's common stock for that    
period. Furthermore, when a loss is reported for the period, weighted average   
common share equivalents do not include shares issuable upon the exercise of    
stock options and warrants and the conversion of convertible debt and preferred 
shares on the basis that such further issuance of shares would have an          
anti-dilutive effect on the loss per share for that period. Accordingly, for the
three months ended March 31, 1999, options and warrants to purchase 7,533,072   
shares of common stock, and convertible debt and preferred stock convertible    
into 8,974,565 shares of common stock were excluded from the computation of     
diluted loss per share. For the three months ended March 31, 1998, warrants to  
purchase 4,216,816 were excluded from the computation of diluted earnings per   
share.                                                                          

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Notes to Consolidated Financial Statements (continued)

2.   EARNINGS PER SHARE (CONTINUED)                                             

The following table reconciles the denominators used in computing basic and     
diluted earnings per share:                                                     

                                                                [Download Table]

                                             Three months ended March 31, 
                                                1999                1998  
                                            ------------------------------
                                                                          
Weighted average common shares outstanding  84,629,467          69,190,232
Effect of dilutive securities                        -          12,645,950
                                            ------------------------------
                                            84,629,467          81,836,182
                                            ------------------------------
                                            ------------------------------

3.   SEGMENT AND RELATED INFORMATION (UNAUDITED)                                

Unaudited industry segment and related information for the three months ended   
March 31, 1999 is as follows:                                                   

                                                        [Enlarge/Download Table]

THREE MONTHS ENDED MARCH 31,                                                      1999                  1998    
                                                                              --------------------------------- 
                                                                                                                
Net sales:                                                                                                      
   Document imaging and conversion services                                   $ 1,843,954           $ 2,507,572 
   Engineering services, and precision machining services                         637,667               933,853 
                                                                              --------------------------------- 
                                                                              $ 2,481,621           $ 3,441,425 
                                                                              --------------------------------- 
                                                                              --------------------------------- 

Segment profit (loss) :                                                                                         
   Document imaging and conversion services                                   $  (361,325)          $   347,305 
   Engineering services, and precision machining services                        (315,654)             (145,387)
                                                                              --------------------------------- 
                                                                              $   676,979           $   201,918 
                                                                              --------------------------------- 
                                                                              --------------------------------- 

Segment assets                                                                                                  
   Document imaging and conversion services                                   $ 2,090,467           $ 2,772,444 
   Engineering services, and precision machining services                       3,781,266             1,402,689 
   Unallocated amounts                                                             91,499               298,379 
                                                                              --------------------------------- 
                                                                              $ 5,963,232           $ 4,473,512 
                                                                              --------------------------------- 
                                                                              --------------------------------- 

Reconciliation of segment profit (loss) to total consolidated profit (loss):                                    

Total profit (loss) for reportable segments                                   $  (676,979)          $   201,918 

Unallocated amounts:                                                                                            
   Compensation expense related to notes receivable from                                                        
     management personnel and directors                                            69,945                26,355 
   Interest expense                                                               111,924                65,391 
                                                                              --------------------------------- 

   Total consolidated profit (loss)                                           $  (858,848)          $   110,172 
                                                                              --------------------------------- 
                                                                              --------------------------------- 

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF TOMAHAWK CORPORATION
Annual and Special Meeting of Shareholders
 _____________, 1999

 The undersigned shareholder of TomaHawk Corporation, an Alberta
corporation, hereby acknowledges receipt of the Notice of Annual and Special    
Meeting of Shareholders and Proxy Statement and Information Circular, each dated
___________, 1999, and hereby appoints Steven M. Caira, President of TomaHawk   
Corporation, or failing this person, and Michael H. Lorber, an officer of       
TomaHawk Corporation, or in place of the foregoing __________________________   
(please print name), proxies and attorneys-in-fact, with full power to each of  
substitution, on behalf and in the name of the undersigned, to represent the    
undersigned at the Annual and Special Meeting of Shareholders, ____________,    
1999 at 10:00 a.m., San Diego time, to be held at 8315 Century Park Court, Suite
200, San Diego, California, and at any adjournment(s) thereof and vote all      
common shares and Series III Class A Preferred Shares which the undersigned     
would be entitled to vote if then and there personally present, on the matters  
set forth below:                                                                

    Resolutions (for full detail of each item, please see the enclosed
Proxy Statement and Information Circular)                                       

  1.       APPROVAL OF AN ORDINARY RESOLUTION FIXING THE NUMBER OF
DIRECTORS AT FOUR                           
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

    2.       ELECTION OF STEVEN M. CAIRA, THOMAS M. DUSMET, DOUGLAS W.
LOUGHRAN AND JONATHAN F. TURPIN AS DIRECTORS

[ ]  FOR each of       [ ] FOR each of the nominees       [ ] Withhold authority
  the nominees          (except as indicated below)        to vote for all
                                                    nominees

             To withhold authority to vote for any nominee, write that
nominee's name on the line provided below   

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

   3.       APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

4.       AUTHORIZATION TO CONDUCT PRIVATE PLACEMENTS          
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

5.       DOMESTICATION INTO THE STATE OF DELAWARE             
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

     6.       AMENDMENT TO THE NEW DELAWARE CORPORATION'S CERTIFICATE OF
         INCORPORATION AND BYLAWS TO REQUIRE ADVANCE NOTICE OF
STOCKHOLDER NOMINATIONS AND PROPOSALS       
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

     7.       AMENDMENT TO THE NEW DELAWARE CORPORATION'S CERTIFICATE OF
                  INCORPORATION AND BYLAWS TO PROHIBIT STOCKHOLDERS FROM CALLING
SPECIAL MEETINGS OF THE STOCKHOLDERS        
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

     8.       AMENDMENT OF THE NEW DELAWARE CORPORATION'S CERTIFICATE OF
             INCORPORATION TO ELIMINATE ACTIONS OF THE STOCKHOLDERS BY
WRITTEN CONSENT WITHOUT A MEETING           
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

     9.       AMENDMENT TO THE NEW DELAWARE CORPORATION'S CERTIFICATE OF
               INCORPORATION AND BYLAWS TO REQUIRE A SUPERMAJORITY VOTE TO
              AMEND CERTAIN PROVISIONS OF THE NEW DELAWARE CORPORATION'S
CERTIFICATE OF INCORPORATION AND BYLAWS     
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

10.      APPROVAL OF FORM INDEMNIFICATION AGREEMENT           
 [ ] FOR [ ] AGAINST [ ] ABSTAIN

      This proxy will be voted as directed or, if no contrary direction is
indicated, will be voted for approval of each of the proposals set forth above, 
and as said proxies deem advisable on such other matters as may come before the 
meeting and any adjournment(s) thereof.                                         

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Affix Label Here                         The undersigned shareholder hereby     
                                       revokes any proxy previously given to
                                  attend and vote at said meeting.

Name of Shareholder                      Please sign here:                      
                                         ---------------------------------------
Address of Shareholder                   Date:                                  
                                         ---------------------------------------
Number of Securities Represented by      This proxy form is not valid unless it 
Proxy                                    is signed and dated. If someone other  
                                     than the shareholder of the Company
                                        signs this proxy form on behalf of the
                                   named shareholder of the Company,
                                 documentation acceptable to the
                                 Chairman of the Meeting must be
                                deposited with this proxy form
                                      authorizing the signing person to do
                                         such. To be represented at the meeting,
                                         this proxy form must be received at the
                                      place shown on the enclosed envelope
                                        and its fax number is _______________.
                                     The Chairman of the Meeting has the
                                        discretion to accept proxies deposited
                                      less than forty-eight hours prior to
                          the time of the Meeting.

1.       This Proxy is solicited by our management and our board of directors.  

2.       If you cannot attend the meeting but wish to vote on the resolutions   
    and to appoint one of our management appointees named, then please
    leave the wording appointing a nominee as shown, sign and date the
         proxy form and return the proxy form. If you do not specify a choice on
    a resolution shown on the proxy form, then a nominee of management
         acting as proxy holder will vote the securities as if you had specified
an affirmative vote.                                          

3.       If you wish to attend the meeting to vote on the resolutions in person,
        please register your attendance with our scrutineers at the annual and
     special meeting, obtain a ballot and vote at the annual and special
meeting.                                                      

4.       If you cannot attend the meeting but wish to vote on the resolutions,  
       then you can appoint another person, who need not be a shareholder of
  TomaHawk Corporation, to vote according to your instructions. To
   appoint someone other than the person named, please cross off the
    management appointee name or names and insert your appointed proxy
       holder's name in the space provided, sign and date the proxy form and
       return the proxy form. If you do not specify a choice on a resolution
shown on the proxy form, this proxy form confers discretionary
authority upon your appointed proxy holder.                   

5.       The securities represented by this proxy form will be voted or withheld
         from voting in accordance with the your instructions on any ballot of a
     resolution that may be called for and, if you specify a choice with
      respect to any matter to be acted upon, the securities will be voted
         accordingly. With respect to any amendments or variations in any of the
         resolutions shown on the proxy form, or matters which may properly come
 before the Meeting, the securities will be voted by the nominee
appointed as the nominee in its sole discretion sees fit.     

6.       If the shareholder votes on the resolutions and returns the proxy form,
        the shareholder may still attend the meeting and vote in person should
 the shareholder later decide to do so. To vote in person at the
         meeting, the shareholder must revoke the proxy form and obtain a ballot
at the Meeting.                                               

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APPENDIX I

       Shareholders have the right to dissent to the Delaware domestication.
Such right of dissent is described in the Proxy Statement and Information       
Circular. See "Proposal Five--Domestication into the State of Delaware--Right of
Dissent" for full details of the right to dissent. The full text of Section 184 
of BUSINESS CORPORATIONS ACT (Alberta) is provided below.                       

SHAREHOLDER'S RIGHT TO DISSENT                                                  

(l)    Subject to sections 185 and 234, a holder of shares of any class of a    
corporation may dissent if the corporation resolves to            

  (a)    amend its articles under section 167 or 168 to add, change or
          remove any provisions restricting or constraining the issue or
transfer of shares of that class,                   

      (b)    amend its articles under section 167 to add, change or remove any
           restrictions on the business or businesses that the corporation
may carry on,                                       

      (c)    amalgamate with another corporation, otherwise than under section
178 or 180.1,                                       

      (d)    be continued under the laws of another jurisdiction under section
182, or                                             

     (e)    sell, lease or exchange of all or substantially all its property
under section 183.                                  

(2)    A holder of shares of any class or series of shares entitled to vote     
 under section 170, other than section 170(l)(a), may dissent if the
      corporation resolves to amend its articles in a manner described in that
section.                                                          

(3)    In addition to any other right he may have, but subject to subsection    
(20), a shareholder entitled to dissent under this section and who
      complies with this section is entitled to be paid by the corporation the
   fair value of the shares held by him in respect of which he dissents,
    determined as of the close of business on the last business day before
 the day on which the resolution from which he dissents was adopted.

(4)    A dissenting shareholder may only claim under this section with respect  
to all the shares of a class held by him or on behalf of any one  
beneficial owner and registered in the name of the dissenting     
shareholder.                                                      

(5)    A dissenting shareholder shall send to the corporation a written         
objection to a resolution referred to in subsection (1) or (2)    

     (a)    at or before any meeting of shareholders at which the resolution
is to be voted on, or                               

     (b)    if the corporation did not send notice to the shareholder of the
       purpose of the meeting or of his right to dissent, within a
           reasonable time after he learns that the resolution was adopted
and of his right to dissent.                        

(6)    An application may be made to the Court by originating notice after the  
adoption of a resolution referred to in subsection (1) or (2),    

(a)    by the corporation, or                                     

    (b)    by a shareholder if he has sent an objection to the corporation
          under subsection (5), to fix the fair value in accordance with
            subsection (3) of the shares of a shareholder who dissents under
this section.                                       

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(7)    If an application is made under subsection (6), the corporation shall,   
      unless the Court otherwise orders, send to each dissenting shareholder a
      written offer to pay him an amount considered by the directors to be the
fair value of the shares.                                         

(8)    Unless the Court otherwise orders, an offer referred to in subsection (7)
shall be sent to each dissenting shareholder                      

 (a)    at least 10 days before the date on which the application is
returnable, if the corporation is the applicant, or 

  (b)    within 10 days after the corporation is served with a copy of
  originating notice, if a shareholder is the applicant.

(9)    Every offer made under subsection (7) shall                              

(a)    be made on the same terms, and                             

  (b)    contain or be accompanied by a statement showing how the fair
value was determined.                               

(10)   A dissenting shareholder may make an agreement with the corporation for  
 the purchase of his shares by the corporation, in the amount of the
       corporation's offer under subsection (7) or otherwise, at any time before
the Court pronounces an order fixing the fair value of the shares.

(11)   A dissenting shareholder                                                 

(a)    is not required to give security for costs in respect of an
application under subsection (6), and               

     (b)    except in special circumstances shall not be required to pay the
costs of the application or appraisal.              

(12)   In connection with an application under subsection (6), the Court may    
give directions for                                               

     (a)    joining as parties all dissenting shareholders whose shares have
            not been purchased by the corporation and for the representation
            of dissenting shareholders who, in the opinion of the Court, are
in need of representation,                          

       (b)    the trial of issues and interlocutory matters, including pleadings
and examinations for discovery,                     

     (c)    the payment to the shareholder of all or part of the sum offered
by the corporation for the shares,                  

     (d)    the deposit of the share certificates with the Court or with the
corporation or the transfer agent,                  

   (e)    the appointment and payment of independent appraisers, and the
procedures to be followed by them,                  

(f)    the service of documents, and                              

(g)    the burden of proof on the parties.                        

(13)   On an application under subsection (6), the Court shall make an order    

       (a)    finding the fair value of the shares in accordance with subsection
     (3) of all dissenting shareholders who are parties to the
application,                                        

  (b)    giving judgment in that amount against the corporation and in
favor of each of those dissenting shareholders, and 

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      (c)    fixing the time within which the corporation must pay that amount
to a shareholder.                                   

(14)   On                                                                       

     (a)    the action approved by the resolution from which the shareholder
dissents becoming effective,                        

 (b)    the making of an agreement under subsection (10) between the
              corporation and the dissenting shareholder as to the payment to be
             made by the corporation for his shares, whether by the acceptance
            of the corporation's offer under subsection (7) or otherwise, or

(c)    the pronouncement of an order under subsection (13),       

whichever first occurs, the shareholder ceases to have any rights as a          
shareholder other than the right to be paid the fair value of his shares in the 
amount agreed to between the corporation and the shareholder or in the amount of
the judgment, as the case may be.                                               

(15)   Subsection (14)(a) does not apply to a shareholder referred to in        
subsection (5)(b).                                                

(16)   Until one of the events mentioned in subsection (14) occurs,             

(a)    the shareholder may withdraw his dissent or                

(b)    the corporation may rescind the resolution,                

and in either event proceedings under this section shall be discontinued.       

(17)   The Court may in its discretion allow a reasonable rate of interest on   
       the amount payable to each dissenting shareholder, from the date on which
     the shareholder ceases to have any rights as a shareholder by reason of
subsection (14) until the date of payment.                        

(18)   If subsection (20) applies, the corporation shall, within 10 days after  

(a)    the pronouncement of an order under subsection (13), or    

(b)    the making of an agreement between the shareholder and the 
    corporation as to the payment to be made for his shares,

notify each dissenting shareholder that it is unable lawfully to pay dissenting 
shareholders for their shares.                                                  

(19)   Notwithstanding that a judgment has been given in favor of a dissenting  
  shareholder under subsection (13)(b), if subsection (20) apples, the
    dissenting shareholder, by written notice delivered to the corporation
  within 30 days after receiving the notice under subsection (18), may
       withdraw his notice of objection, in which case the corporation is deemed
   to consent to the withdrawal and the shareholder is reinstated to his
  full rights as a shareholder, failing which he retains a status as a
     claimant against the corporation, to be paid as soon as the corporation
      is lawfully able to do so or, in a liquidation, to be ranked subordinate
  to the rights of creditors of the corporation but in priority to its
shareholders.                                                     

(20)   A corporation shall not make a payment to a dissenting shareholder under 
this section if there are reasonable grounds for believing that   

       (a)    the corporation is or would after the payment be unable to pay its
liabilities as they become due, or                  

      (b)    the realizable value of the corporation's assets would thereby be
less than the aggregate of its liabilities.         

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     APPENDIX II

      CERTIFICATE OF INCORPORATION
      OF
      TOMAHAWK ENGINEERING, INC.

  FIRST:  The name of the Corporation is TOMAHAWK ENGINEERING, INC. (the
"Corporation").                                                                 

    SECOND:  The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of     
Wilmington, County of New Castle, State of Delaware, 19801.  The name of its    
registered agent at that address is The Corporation Trust Company.              

    THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation 
Law of the State of Delaware.                                                   

  FOURTH:  (a)  AUTHORIZED CAPITAL STOCK.  The total number of shares of
stock which the Corporation shall have authority to issue is 21,500,000,        
consisting of 20,000,000 shares of Common Stock, par value $0.001 per share     
("Common Stock"), 750,000 shares of Class A Preferred Stock, par value $0.001   
per share ("Class A Preferred Stock"), and 750,000 shares of Preferred Stock,   
par value $0.001 per share ("Preferred Stock").                                 

  (b)  PREFERRED STOCK.  Shares of Preferred Stock may be issued
in one or more series, from time to time, with each such series to consist of   
such number of shares and to have such voting powers, full or limited, or no    
voting powers, and such designations, preferences and relative, participating,  
optional or other special rights, and the qualifications, limitations or        
restrictions thereof, as shall be stated in the resolution or resolutions       
providing for the issuance of such series adopted by the Board of Directors of  
the Corporation (the "Board of Directors"), and the Board of Directors is hereby
expressly vested with authority, to the full extent now or hereafter provided by
law, to adopt any such resolution or resolutions.                               

The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the following:    

          (i)    The number of shares constituting that series and the
distinctive designation of that series;                                         

            (ii)   The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and the    
relative rights of priority, if any, of payment of dividends on shares of       
that series;                                                                    

     (iii)  Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms of such    
voting rights;                                                                  

          (iv)   Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion, including provision    
for adjustment of the conversion rate in such events as the Board of            
Directors shall determine;                                                      

      (v)    Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,            
including the date or dates upon or after which they shall be redeemable, and   
the amount per share payable in case of redemption, which amount may vary       
under different conditions and at different redemption dates;                   

          (vi)   Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and      
amount of such sinking fund;                                                    

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   (vii)  The rights of the shares of that series in the
event of voluntary or involuntary liquidation, dissolution or winding-up of the 
Corporation, and the relative rights of priority, if any, of payment of shares  
of that series; and                                                             

(viii) Any other relative rights, preferences and 
limitations of that series.                                                     

(c)  CLASS A PREFERRED STOCK.                               

(i)  DIVIDENDS                                    

     Subject to the prior rights of the holders of any other
class or series of Preferred Stock of the Corporation with respect to priority  
in the payment of dividends, the holders of Class A Preferred Stock shall be    
entitled to receive dividends, if as and when declared by the Board of Directors
out of assets of the Corporation legally available for the payment of dividends,
in such amount and in such form as the Board of Directors may from time to time 
determine.                                                                      

(ii) PRIORITY ON LIQUIDATION                      

 In the event of a dissolution or liquidation of the
Corporation, whether voluntary or involuntary, a sale of all or substantially   
all of the assets of the Corporation, in the event of the insolvency of the     
Corporation, or upon any distribution of its capital (other than a distribution 
of capital stock in the nature of a dividend), there shall be paid to the       
holders of Class A Preferred Stock $0.001 per share plus any accrued but unpaid 
dividends thereon without interest (the "Redemption Amount") before any sum     
shall be paid to or any assets distributed among the holders of the Common      
Stock.  After the payment of the Redemption Amount to the holders of the Class A
Preferred Stock, the remaining assets and funds of the Corporation shall be     
distributed ratably to the holders of the Common Stock in proportion to their   
holdings of such shares.                                                        

(iii)     CONVERSION RIGHT                        

               (A)  In the event that the Corporation earns Cumulative
Cash Flow (as defined below) equal to or greater than $2.50 per outstanding     
share of Class A Preferred Stock prior to the cancellation of the Class A       
Preferred Stock, each outstanding share of Class A Preferred Stock will be      
convertible into 2/3 of one share of Common Stock of the Corporation at the     
option of the holder.                                                           

       In the event of a consolidation, subdivision or
reclassification of the Corporation's Common Stock, the conversion calculation  
must be adjusted so that the proportion of the outstanding shares of Class A    
Preferred Stock available for conversation is adjusted to reflect such          
consolidation, subdivision or reclassification.                                 

              The Class A Preferred Stock may be converted only once
during the Corporation's financial year.  The conversion calculation must be    
based on the Corporation's annual audited consolidated financial statements     
for the year or years during which the conversion requirements were met in      
respect of the Class A Preferred Stock to be converted.                         

           For the purposes of the above-referenced conversion
formula, "Cash Flow" means net income or loss after tax, generated from the     
business of the Corporation or any of its subsidiaries as shown on the          
consolidated audited financial statements or verified by the Corporation's      
auditors, adjusted to add back the following expenses:                          

(i)   Depreciation;                               

(ii)  Depletion;                                  

(iii) Deferred taxes;                             

(iv)  Amortization of goodwill; and               

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(v)  Deferred research and development costs.     

      "Cumulative Cash Flow" means, at any time, the
aggregate Cash Flow of the Corporation up to that time from a date no earlier   
than June 1, 1993, net of any negative Cash Flow.                               

              (B)  A holder of Class A Preferred Stock who wishes to
avail himself of this right of conversion shall submit to the head office of    
the Corporation a written notice indicating the number of shares of Class A     
Preferred Stock that he wishes to convert.  Certificates representing the       
shares of Class A Preferred Stock to be converted shall be attached to the      
notice duly endorsed.  Upon receipt of any such notice and the Certificates,    
the Corporation shall consult its auditors to confirm the number of shares of   
Class A Preferred Stock which are at that time convertible, and without         
charge issue ten (10) shares of Common Stock for each share of Class A          
Preferred Stock which is then requested to be converted or which then is        
convertible as determined by the Cumulative Cash Flow of the Corporation,       
whichever is less, and if only some of the Class A Preferred Stock evidenced    
on the certificates are converted, the Corporation shall, without charge,       
issue a new certificate representing the remaining shares of Class A            
Preferred Stock.                                                                

(iv) TRANSFERABILITY                              

  Class A Preferred Stock may not be transferred except with the
prior approval of the Board of Directors, that may in its absolute discretion,  
refuse to register the transfer of any said shares, such approval to be         
evidenced by a resolution of the Board of Directors.                            

(v)  CANCELLATION                                 

  In the event that any of the shares of Class A Preferred Stock
are not eligible for conversion into Common Stock at the conclusion of the      
Corporation's fiscal year beginning 1999, the Class A Preferred Stock shall be  
cancelled.                                                                      

(vi) OTHER PROVISIONS                             

In the event that the Corporation or any of its subsidiaries
becomes insolvent, voluntarily or involuntarily files for bankruptcy, takes     
legislative protection from its creditors or ceases, then any shares of Class A 
Preferred Stock which remain outstanding must be surrendered to the Corporation 
for cancellation and the Corporation and holders of such shares covenant to     
attend to their cancellation immediately.                                       

(vii) VOTING RIGHTS                               

    Except as otherwise required by law, the Class A Preferred Stock
shall not be entitled to vote on any matters brought before the stockholders of 
the Corporation.                                                                

FIFTH:  The name and address of the Incorporator is as follows:     

                                                                [Download Table]

         NAME              ADDRESS                   
         ----              -------                   
                                                     
Janine M. Salomone         Richards, Layton & Finger 
                           One Rodney Square         
                           P.O. Box 551              
                           Wilmington, Delaware 19801

   SIXTH:  The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further 
definition, limitation and regulation of the powers of the Corporation and of   
its directors and stockholders:                                                 

 (1)  The number of directors of the Corporation shall be such
as from time to time shall be fixed by, or in the manner provided in, the       
bylaws.                                                                         

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(2)  In furtherance and not in limitation of the powers     
conferred by statute, the Board of Directors is expressly authorized to make,   
alter or repeal the bylaws of the Corporation subject to the powers of the      
stockholders of the Corporation to alter or repeal any bylaw whether adopted by 
them or otherwise.                                                              

(3)  Unless and except to the extent that the bylaws of the 
Corporation shall so require, the election of directors of the Corporation need 
not be by written ballot.                                                       

(4)  Any director or the entire Board of Directors may be   
removed, with or without cause, by the holders of a majority of the shares then 
entitled to vote at an election of directors.                                   

(5)  Any newly created directorship or any vacancy occurring
in the Board of Directors for any cause may be filled by a majority of the      
remaining members of the Board of Directors, although such majority is less than
a quorum, and each director so elected shall hold office until the expiration of
the term of office of the director whom he has replaced or until his successor  
is elected and qualified.                                                       

SEVENTH:  A director of the Corporation shall not be liable to the  
Corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except (i) for any breach of a director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good     
faith or which involve intentional misconduct or a knowing violation of law,    
(iii) under Section 174 of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which a director derived an improper personal  
benefit.  No amendment to or repeal of these provisions shall apply to or have  
any effect on the liability or alleged liability of any person for or with      
respect to any acts or omissions of such person occurring prior to such         
amendment.                                                                      

      EIGHTH:  (1)  Appraisal rights shall be available to the holders of shares
of any class or series of stock of the Corporation in the event that the        
Corporation:                                                                    

  (a)  amends its Certificate of Incorporation to add,
change or remove any provisions restricting or constraining the issue or        
transfer of shares of that class;                                               

 (b)  amends it Certificate of Incorporation to add,
change or remove any restrictions on the business or businesses that the        
Corporation may carry on;                                                       

    (c)  merges with another corporation, except where the
other corporation (i) is a wholly-owned subsidiary of the Corporation or (ii)   
owns all of the outstanding capital stock of the Corporation;                   

   (d)  continues its corporate existence under the laws
of another jurisdiction; or                                                     

  (e)  sells, leases or exchanges all or substantially
all of its property under Section 271 of the General Corporation Law of the     
State of Delaware.                                                              

(2)  The procedures set forth in Section 262 of the General 
Corporation Law of the State of Delaware except for subsection (b) shall apply  
MUTATIS MUTANDIS to the exercise by a shareholder of appraisal rights contained 
in this Certificate of Incorporation.                                           

NINTH:   (1)  Subject to subsection (2) of this Article, a holder of
shares of any class or series of stock of the Corporation may apply to any court
of equitable jurisdiction within the State of Delaware ("Court") for leave to:  

   (a)  bring an action in the name and on behalf of the
Corporation or any of its subsidiaries; or                                      

     (b)  intervene in an action to which the Corporation or
any of its subsidiaries is a party, for the purpose of prosecuting, defending or
discontinuing the action on behalf of the Corporation or its subsidiary.        

  (2)  For the purposes of this Article, a Court shall not grant
leave unless it is satisfied that:                                              

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     (a)  the stockholder has given reasonable notice to the
directors of the Corporation or its subsidiary of his or her intention to apply 
to the Court under subsection (1) of this Article if the directors of the       
Corporation or its subsidiary do not bring, diligently prosecute, defend or     
discontinue the action;                                                         

(b)  the stockholder is acting in good faith; and 

(c)  it appears to be in the interests of the     
Corporation or its subsidiary that the action be brought, prosecuted, defended  
or discontinued.                                                                

   TENTH:   (1)  A holder of shares of any class or series of stock of the
Corporation may apply to any Court for an order under this Article.             

(2)  If on an application under subsection (1) of this      
Article, the Court is satisfied that in respect of the Corporation or any       
corporation which controls, or is controlled by, or is under common control     
with, the Corporation (collectively, its "affiliates"):                         

   (a)  any act or omission of the Corporation or any of
its affiliates effects a result,                                                

    (b)  the business or affairs of the Corporation or any
of its affiliates are, or have been carried on or conducted in a manner, or     

    (c)  the powers of the directors of the Corporation or
any of its affiliates are or have been exercised in a manner                    

that is oppressive or unfairly prejudicial to or that unfairly disregards the   
interests of any such stockholder, the Court may make an order to rectify the   
matters complained of.                                                          

  (3)  In connection with an application under this Article, the
Court may make any interim or final order that it thinks fit.                   

(4)  For purposes of this Article, "control" means the      
ownership of securities to which attach more than fifty percent (50%) of the    
votes that may be cast to elect directors, so long as such number of votes, if  
cast, would be sufficient to elect a majority of the directors.                 

   ELEVENTH: The Corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of        
Delaware, as the same may be amended and supplemented, indemnify any and all    
persons whom it shall have power to indemnify under said section from and       
against any and all of the expenses, liabilities, or other matters referred to  
in or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be   
entitled under any bylaw, agreement, vote of stockholders or disinterested      
directors or otherwise, both as to action in his official capacity and as to    
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall   
inure to the benefit of the heirs, executors and administrators of such a       
person.                                                                         

    TWELFTH:  The powers of the Incorporator shall terminate upon the filing
of this Certificate of Incorporation with the Secretary of State of the State of
Delaware.  The names, mailing addresses and classes of the persons who are to   
serve as the initial directors of the Corporation until their successors are    
duly elected and qualified, are:                                                

Steven M. Caira                 TomaHawk II, Inc.         
                                   8315 Century Park Court, #200
                                 San Diego, California 92123

Thomas M. Dusmet                Nesbitt Burns             
                                           90 Burnhamthorpe Road West, Suite 210
                          Mississagua, Ontario

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                    L5B 3C3 Canada

Douglas W. Loughran             85 North Bend Street      
                                 Coquitlam, British Columbia
                    V3K 6N1 Canada

Jonathan F. Turpin              2605 Fromme Road          
                                       North Vancouver, British Columbia
                    V7J 2R4 Canada

      THIRTEENTH.  The Corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision contained in this      
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner  
now or hereafter prescribed by law; and all rights, preferences and privileges  
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present  
form or as hereafter amended are granted subject to the rights reserved in this 
Article.                                                                        

The undersigned Incorporation hereby acknowledges that the foregoing  
Certificate of Incorporation is her act and deed on _____________, 1999.        

 By:
                                          --------------------------------------
                      Janine M. Salomone
                Incorporator

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APPENDIX III

BYLAWS

OF

TOMAHAWK ENGINEERING, INC.

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

 ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.1.  ANNUAL MEETINGS.  An annual meeting of stockholders shall be held 
for the election of directors at such date, time and place, either within or    
without the State of Delaware, as may be designated by resolution of the Board  
of Directors from time to time.  Any other proper business may be transacted at 
the annual meeting.                                                             

Section 1.2.  SPECIAL MEETINGS.  Special meetings of stockholders for any       
purpose or purposes may be called at any time by the Board of Directors or by   
holders of shares of Common Stock of the Corporation representing 5% of the     
outstanding shares.  Business transacted at any special meeting of stockholders 
shall be limited to the purposes stated in the notice.                          

Section 1.3.  NOTICE OF MEETINGS.  Whenever stockholders are required or        
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place, date and hour of the meeting and, in the   
case of a special meeting, the purpose or purposes for which the meeting is     
called.  Unless otherwise provided by law, the Corporation's certificate of     
incorporation (the "Certificate of Incorporation") or these bylaws, the written 
notice of any meeting shall be given not less than ten (10) nor more than sixty 
(60) days before the date of the meeting to each stockholder entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be given when deposited
in the United States mail, postage prepaid, directed to the stockholder at his  
address as it appears on the records of the Corporation.                        

Section 1.4.  ADJOURNMENTS.  Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and     
notice need not be given of any such adjourned meeting if the time and place    
thereof are announced at the meeting at which the adjournment is taken.  At the 
adjourned meeting the Corporation may transact any business which might have    
been transacted at the original meeting.  If the adjournment is for more than   
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each       
stockholder of record entitled to vote at the meeting.                          

Section 1.5.  QUORUM.  Except as otherwise provided by law, the Certificate of  
Incorporation or these bylaws, at each meeting of stockholders the presence in  
person or by proxy of the holders of a majority in voting power of the          
outstanding shares of stock entitled to vote at the meeting shall be necessary  
and sufficient to constitute a quorum.  In the absence of a quorum, the         
stockholders so present may, by a majority in voting power thereof, adjourn the 
meeting from time to time in the manner provided in Section 1.4 of these bylaws 
until a quorum shall attend.  Shares of its own stock belonging to the          
Corporation or to another corporation, if a majority of the shares entitled to  
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the  
right of the Corporation or any subsidiary of the Corporation to vote stock,    
including but not limited to its own stock, held by it in a fiduciary capacity. 

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Section 1.6.  ORGANIZATION.  Meetings of stockholders shall be presided over by 
the Chairman of the Board, if any, or in his absence by the Vice Chairman of the
Board, if any, or in his absence by the President, or in his absence by a Vice  
President, or in the absence of the foregoing persons by a chairman designated  
by the Board of Directors, or in the absence of such designation by a chairman  
chosen at the meeting.  The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as     
secretary of the meeting.                                                       

Section 1.7.  VOTING; PROXIES.  Except as otherwise provided by or pursuant to  
the provisions of the Certificate of Incorporation, each stockholder entitled to
vote at any meeting of stockholders shall be entitled to one vote for each share
of stock held by such stockholder which has voting power upon the matter in     
question.  Each stockholder entitled to vote at a meeting of stockholders or to 
express consent or dissent to corporate action in writing without a meeting may 
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless 
the proxy provides for a longer period.  A proxy shall be irrevocable if it     
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power.  A stockholder may  
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance with applicable law bearing a later date to the Secretary 
of the Corporation.  Voting at meetings of stockholders need not be by written  
ballot.  At all meetings of stockholders for the election of directors a        
plurality of the votes cast shall be sufficient to elect.  All other elections  
and questions shall, unless otherwise provided by the Certificate of            
Incorporation, these bylaws, the rules or regulations of any stock exchange     
applicable to the Corporation, as otherwise provided by law or pursuant to any  
regulation applicable to the Corporation, be decided by the affirmative vote of 
the holders of a majority in voting power of the shares of stock of the         
Corporation which are present in person or by proxy and entitled to vote        
thereon.                                                                        

Section 1.8.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  In order
that the Corporation may determine the stockholders entitled to notice of or to 
vote at any meeting of stockholders or any adjournment thereof, or to express   
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or    
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors  
may fix a record date, which record date shall not precede the date upon which  
the resolution fixing the record date is adopted by the Board of Directors, and 
which record date:  (1) in the case of determination of stockholders entitled to
vote at any meeting of stockholders or adjournment thereof, shall, unless       
otherwise required by law, not be more than sixty (60) nor less than ten (10)   
days before the date of such meeting; (2) in the case of determination of       
stockholders entitled to express consent to corporate action in writing without 
a meeting, shall not be more than ten (10) days from the date upon which the    
resolution fixing the record date is adopted by the Board of Directors; and     
(3) in the case of any other action, shall not be more than sixty (60) days     
prior to such other action.  If no record date is fixed:  (1) the record date   
for determining stockholders entitled to notice of or to vote at a meeting of   
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on  
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in 
writing without a meeting, when no prior action of the Board of Directors is    
required by law, shall be the first date on which a signed written consent      
setting forth the action taken or proposed to be taken is delivered to the      
Corporation in accordance with applicable law, or, if prior action by the Board 
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be 
at the close of business on the day on which the Board of Directors adopts the  
resolution relating thereto.  A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any         
adjournment of the meeting; provided, however, that the Board of Directors may  
fix a new record date for the adjourned meeting.                                

Section 1.9.  LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secretary shall       
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the                       

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meeting, arranged in alphabetical order, and showing the address of each        
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose  
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the 
meeting is to be held, which place shall be specified in the notice of the      
meeting, or if not so specified, at the place where the meeting is to be held.  
The list shall also be produced and kept at the time and place of the meeting   
during the whole time thereof and may be inspected by any stockholder who is    
present.  Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for 
election to any office at such meeting.  Except as otherwise provided by law,   
the stock ledger shall be the only evidence as to who are the stockholders      
entitled to examine the stock ledger, the list of stockholders or the books of  
the Corporation, or to vote in person or by proxy at any meeting of             
stockholders.                                                                   

Section 1.10.  ACTION BY WRITTEN CONSENT OF STOCKHOLDERS.  Unless otherwise     
restricted by the Certificate of Incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken   
without a meeting, without prior notice and without a vote, if a consent or     
consents in writing, setting forth the action so taken, shall be signed by the  
holders of outstanding stock having not less than the minimum number of votes   
that would be necessary to authorize or take such action at a meeting at which  
all shares entitled to vote thereon were present and voted and shall be         
delivered to the Corporation by delivery to its registered office in the State  
of Delaware, its principal place of business, or an officer or agent of the     
Corporation having custody of the book in which minutes of proceedings of       
stockholders are recorded.  Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.  
Prompt notice of the taking of the corporate action without a meeting by less   
than unanimous written consent shall, to the extent required by law, be given to
those stockholders who have not consented in writing and who, if the action had 
been taken at a meeting, would have been entitled to notice of the meeting if   
the record date for such meeting had been the date that written consents signed 
by a sufficient number of holders to take the action were delivered to the      
Corporation.                                                                    

Section 1.11.  INSPECTORS OF ELECTION.  The Corporation may, and shall if       
required by law, in advance of any meeting of stockholders, appoint one or more 
inspectors of election, who may be employees of the Corporation, to act at the  
meeting or any adjournment thereof and to make a written report thereof.  The   
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  In the event that no inspector so appointed or 
designated is able to act at a meeting of stockholders, the person presiding at 
the meeting shall appoint one or more inspectors to act at the meeting.  Each   
inspector, before entering upon the discharge of his or her duties, shall take  
and sign an oath to execute faithfully the duties of inspector with strict      
impartiality and according to the best of his or her ability.  The inspector or 
inspectors so appointed or designated shall (i) ascertain the number of shares  
of capital stock of the Corporation outstanding and the voting power of each    
such share, (ii) determine the shares of capital stock of the Corporation       
represented at the meeting and the validity of proxies and ballots, (iii) count 
all votes and ballots, (iv) determine and retain for a reasonable period a      
record of the disposition of any challenges made to any determination by the    
inspectors, and (v) certify their determination of the number of shares of      
capital stock of the Corporation represented at the meeting and such inspectors'
count of all votes and ballots.  Such certification and report shall specify    
such other information as may be required by law.  In determining the validity  
and counting of proxies and ballots cast at any meeting of stockholders of the  
Corporation, the inspectors may consider such information as is permitted by    
applicable law.  No person who is a candidate for an office at an election may  
serve as an inspector at such election.                                         

Section 1.12.  CONDUCT OF MEETINGS.  The date and time of the opening and the   
closing of the polls for each matter upon which the stockholders will vote at a 
meeting shall be announced at the meeting by the person presiding over the      
meeting.  The Board of Directors may adopt by resolution such rules and         
regulations for the conduct of the meeting of stockholders as it shall deem     
appropriate.  Except to the extent inconsistent with such rules and regulations 
as adopted by the Board of Directors, the chairman of any meeting of            
stockholders shall have the right and authority to prescribe such rules,        
regulations and procedures and to do                                            

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all such acts as, in the judgment of such chairman, are appropriate for the     
proper conduct of the meeting.  Such rules, regulations or procedures, whether  
adopted by the Board of Directors or prescribed by the chairman of the meeting, 
may include, without limitation, the following: (i) the establishment of an     
agenda or order of business for the meeting; (ii) rules and procedures for      
maintaining order at the meeting and the safety of those present; (iii)         
limitations on attendance at or participation in the meeting to stockholders of 
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (iv) restrictions 
on entry to the meeting after the time fixed for the commencement thereof; and  
(v) limitations on the time allotted to questions or comments by participants.  
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in       
accordance with the rules of parliamentary procedure.                           

    ARTICLE II

    BOARD OF DIRECTORS

Section 2.1.  NUMBER; QUALIFICATIONS.  The Board of Directors shall consist of  
one or more members, the number thereof to be determined from time to time by   
resolution of the Board of Directors.  Directors need not be stockholders.      

Section 2.2.  ELECTION; RESIGNATION; VACANCIES.  The Board of Directors shall   
initially consist of the persons named as directors in the Certificate of       
Incorporation, and each director so elected shall hold office until the first   
annual meeting of stockholders or until his successor is duly elected and       
qualified.  At the first annual meeting of stockholders and at each annual      
meeting thereafter, the stockholders shall elect directors each of whom shall   
hold office for a term of one year or until his successor is duly elected and   
qualified, subject to such director's earlier death, resignation,               
disqualification or removal.  Any director may resign at any time upon written  
notice to the Corporation.  Unless otherwise provided by law or the Certificate 
of Incorporation, any newly created directorship or any vacancy occurring in the
Board of Directors for any cause may be filled by a majority of the remaining   
members of the Board of Directors, although such majority is less than a quorum,
or by a plurality of the votes cast at a meeting of stockholders, and each      
director so elected shall hold office until the expiration of the term of office
of the director whom he has replaced or until his successor is elected and      
qualified.                                                                      

Section 2.3.  REGULAR MEETINGS.  Regular meetings of the Board of Directors may 
be held at such places within or without the State of Delaware and at such times
as the Board of Directors may from time to time determine.                      

Section 2.4.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may 
be held at any time or place within or without the State of Delaware whenever   
called by the President, any Vice President, the Secretary, or by any member of 
the Board of Directors.  Notice of a special meeting of the Board of Directors  
shall be given by the person or persons calling the meeting at least twenty-four
hours before the special meeting.                                               

Section 2.5.  TELEPHONIC MEETINGS PERMITTED.  Members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a     
meeting thereof by means of conference telephone or similar communications      
equipment by means of which all persons participating in the meeting can hear   
each other, and participation in a meeting pursuant to this bylaw shall         
constitute presence in person at such meeting.                                  

Section 2.6.  QUORUM; VOTE REQUIRED FOR ACTION.  At all meetings of the Board of
Directors a majority of the whole Board of Directors shall constitute a quorum  
for the transaction of business.  Except in cases in which the Certificate of   
Incorporation, these bylaws or applicable law otherwise provides, the vote of a 
majority of the directors present at a meeting at which a quorum is present     
shall be the act of the Board of Directors.                                     

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Section 2.7.  ORGANIZATION.  Meetings of the Board of Directors shall be        
presided over by the Chairman of the Board, if any, or in his absence by the    
Vice Chairman of the Board, if any, or in his absence by the President, or in   
their absence by a chairman chosen at the meeting.  The Secretary shall act as  
secretary of the meeting, but in his absence the chairman of the meeting may    
appoint any person to act as secretary of the meeting.                          

Section 2.8.  ACTION BY WRITTEN CONSENT OF DIRECTORS.  Unless otherwise         
restricted by the Certificate of Incorporation or these bylaws, any action      
required or permitted to be taken at any meeting of the Board of Directors, or  
of any committee thereof, may be taken without a meeting if all members of the  
Board of Directors or such committee, as the case may be, consent thereto in    
writing, and the writing or writings are filed with the minutes of proceedings  
of the Board of Directors or such committee.                                    

     ARTICLE III

      COMMITTEES

Section 3.1.  COMMITTEES.  The Board of Directors may designate one or more     
committees, each committee to consist of one or more of the directors of the    
Corporation.  The Board of Directors may designate one or more directors as     
alternate members of any committee, who may replace any absent or disqualified  
member at any meeting of the committee.  In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting   
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the  
meeting in place of any such absent or disqualified member.  Any such committee,
to the extent permitted by law and to the extent provided in the resolution of  
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the  
Corporation, and may authorize the seal of the Corporation to be affixed to all 
papers which may require it.                                                    

Section 3.2.  COMMITTEE RULES.  Unless the Board of Directors otherwise         
provides, each committee designated by the Board of Directors may make, alter   
and repeal rules for the conduct of its business.  In the absence of such rules 
each committee shall conduct its business in the same manner as the Board of    
Directors conducts its business pursuant to Article II of these bylaws.         

      ARTICLE IV

      OFFICERS

Section 4.1.  EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE;     
RESIGNATION; REMOVAL; VACANCIES.  The Board of Directors shall elect a President
and Secretary, and it may, if it so determines, choose a Chairman of the Board  
and a Vice Chairman of the Board from among its members.  The Board of Directors
may also choose one or more Vice Presidents, one or more Assistant Secretaries, 
a Treasurer and one or more Assistant Treasurers.  Each such officer shall hold 
office until the first meeting of the Board of Directors after the annual       
meeting of stockholders next succeeding his election, and until his successor is
elected and qualified or until his earlier resignation or removal.  Any officer 
may resign at any time upon written notice to the Corporation.  The Board of    
Directors may remove any officer with or without cause at any time, but such    
removal shall be without prejudice to the contractual rights of such officer, if
any, with the Corporation.  Any number of offices may be held by the same       
person.  Any vacancy occurring in any office of the Corporation by death,       
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special meeting.               

Section 4.2.  POWERS AND DUTIES OF EXECUTIVE OFFICERS.  The officers of the     
Corporation shall have such powers and duties in the management of the          
Corporation as may be prescribed in a resolution by the Board of Directors and, 
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors.  The Board of Directors may   
require any officer, agent or employee to give security for the faithful        
performance of his duties.                                                      

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     ARTICLE V

     STOCK

Section 5.1.  CERTIFICATES.  Every holder of stock shall be entitled to have a  
certificate signed by or in the name of the Corporation by the Chairman or Vice 
Chairman of the Board of Directors, if any, or the President or a Vice          
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or  
an Assistant Secretary, of the Corporation certifying the number of shares owned
by him in the Corporation.  Any of or all the signatures on the certificate may 
be a facsimile.  In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have      
ceased to be such officer, transfer agent, or registrar before such certificate 
is issued, it may be issued by the Corporation with the same effect as if he    
were such officer, transfer agent, or registrar at the date of issue.           

Section 5.2.  LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW     
CERTIFICATES.  The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen  
or destroyed, and the Corporation may require the owner of the lost, stolen or  
destroyed certificate, or his legal representative, to give the Corporation a   
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.                                               

      ARTICLE VI

     INDEMNIFICATION

Section 6.1.  RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify and    
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (an "Indemnitee") who was or is  
made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a 
"proceeding"), by reason of the fact that he, or a person for whom he is the    
legal representative, is or was a director or officer of the Corporation or,    
while a director or officer of the Corporation, is or was serving at the written
request of the Corporation as a director, officer, employee or agent of another 
corporation or of a partnership, joint venture, trust, enterprise or nonprofit  
entity, including service with respect to employee benefit plans, against all   
liability and loss suffered and expenses (including attorneys' fees) reasonably 
incurred by such Indemnitee.  Notwithstanding the preceding sentence, except as 
otherwise provided in Section 6.3, the Corporation shall be required to         
indemnify an Indemnitee in connection with a proceeding (or part thereof)       
commenced by such Indemnitee only if the commencement of such proceeding (or    
part thereof) by the Indemnitee was authorized by the Board of Directors.       

Section 6.2.  PREPAYMENT OF EXPENSES.  The Corporation shall pay the expenses   
(including attorneys' fees) incurred by an Indemnitee in defending any          
proceeding in advance of its final disposition, PROVIDED, HOWEVER, that, to the 
extent required by law, such payment of expenses in advance of the final        
disposition of the proceeding shall be made only upon receipt of an undertaking 
by the Indemnitee to repay all amounts advanced if it should be ultimately      
determined that the Indemnitee is not entitled to be indemnified under this     
Article VI or otherwise.                                                        

Section 6.3.  CLAIMS.  If a claim for indemnification or advancement of expenses
under this Article VI is not paid in full within sixty (60) days after a written
claim therefor by the Indemnitee has been received by the Corporation, the      
Indemnitee may file suit to recover the unpaid amount of such claim and, if     
successful in whole or in part, shall be entitled to be paid the expense of     
prosecuting such claim.  In any such action the Corporation shall have the      
burden of proving that the Indemnitee is not entitled to the requested          
indemnification or advancement of expenses under applicable law.                

Section 6.4.  NONEXCLUSIVITY OF RIGHTS.  The rights conferred on any Indemnitee 
by this Article VI shall not be exclusive of any other rights which such        
Indemnitee may have or hereafter acquire under any statute,                     

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provision of the Certificate of Incorporation, these bylaws, agreement, vote of 
stockholders or disinterested directors or otherwise.                           

Section 6.5.  OTHER SOURCES.  The Corporation's obligation, if any, to indemnify
or to advance expenses to any Indemnitee who was or is serving at its request as
a director, officer, employee or agent of another corporation, partnership,     
joint venture, trust, enterprise or nonprofit entity shall be reduced by any    
amount such Indemnitee may collect as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust, enterprise or   
non-profit enterprise.                                                          

Section 6.6.  AMENDMENT OR REPEAL.  Any repeal or modification of the foregoing 
provisions of this Article VI shall not adversely affect any right or protection
hereunder of any Indemnitee in respect of any act or omission occurring prior to
the time of such repeal or modification.                                        

Section 6.7.  OTHER INDEMNIFICATION AND PREPAYMENT OF EXPENSES.  This Article VI
shall not limit the right of the Corporation, to the extent and in the manner   
permitted by law, to indemnify and to advance expenses to persons other than    
Indemnitees when and as authorized by appropriate corporate action.             

     ARTICLE VII

     MISCELLANEOUS

Section 7.1.  FISCAL YEAR.  The fiscal year of the Corporation shall be         
determined by resolution of the Board of Directors.                             

Section 7.2.  SEAL.  The corporate seal shall have the name of the Corporation  
inscribed thereon and shall be in such form as may be approved from time to time
by the Board of Directors.                                                      

Section 7.3.  MANNER OF NOTICE.  Except as otherwise provided herein, notices to
directors and stockholders shall be in writing and delivered personally or      
mailed to the directors or stockholders at their addresses appearing on the     
books of the Corporation.  Notice to directors may be given by telegram,        
telecopier, telephone or other means of electronic transmission.                

Section 7.4.  WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND       
COMMITTEES.  Any written waiver of notice, signed by the person entitled to     
notice, whether before or after the time stated therein, shall be deemed        
equivalent to notice.  Attendance of a person at a meeting shall constitute a   
waiver of notice of such meeting, except when the person attends a meeting for  
the express purpose of objecting, at the beginning of the meeting, to the       
transaction of any business because the meeting is not lawfully called or       
convened.  Neither the business to be transacted at nor the purpose of any      
regular or special meeting of the stockholders, directors, or members of a      
committee of directors need be specified in any written waiver of notice.       

Section 7.5.  FORM OF RECORDS.  Any records maintained by the corporation in the
regular course of its business, including its stock ledger, books of account,   
and minute books, may be kept on, or be in the form of, punch cards, magnetic   
tape, photographs, microphotographs, or any other information storage device,   
provided that the records so kept can be converted into clearly legible form    
within a reasonable time.                                                       

Section 7.6.  AMENDMENT OF BYLAWS.  These bylaws may be altered, amended or     
repealed, and new bylaws made, by the Board of Directors, but the stockholders  
may make additional bylaws and may alter and repeal any bylaws whether adopted  
by them or otherwise.                                                           

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     APPENDIX IV

   [FORM OF INDEMNIFICATION AGREEMENT]

   AGREEMENT

This Agreement, made and entered into this ____ day of _____________, 
199__ ("Agreement"), by and between TomaHawk Engineering, Inc., a Delaware      
corporation ("Company"), and _____________________ ("Indemnitee"):              

WHEREAS, highly competent persons have become more reluctant to serve 
publicly-held corporations as directors or in other capacities unless they are  
provided with adequate protection through insurance or adequate indemnification 
against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation; and                     

WHEREAS, the Board of Directors of the Company (the "Board") has      
determined that, in order to attract and retain qualified individuals, the      
Company will attempt to maintain on an ongoing basis, at its sole expense,      
liability insurance to protect persons serving the Company and its subsidiaries 
from certain liabilities.  Although the furnishing of such insurance has been a 
customary and widespread practice among United States-based corporations and    
other business enterprises, the Company believes that, given current market     
conditions and trends, such insurance may be available to it in the future only 
at higher premiums and with more exclusions.  At the same time, directors,      
officers, and other persons in service to corporations or business enterprises  
are being increasingly subjected to expensive and time-consuming litigation     
relating to, among other things, matters that traditionally would have been     
brought only against the Company or business enterprise itself; and             

WHEREAS, the uncertainties relating to such insurance and to          
indemnification have increased the difficulty of attracting and retaining such  
persons; and                                                                    

WHEREAS, the Board has determined that the increased difficulty in    
attracting and retaining such persons is detrimental to the best interests of   
the Company's stockholders and that the Company should act to assure such       
persons that there will be increased certainty of such protection in the future;
and                                                                             

WHEREAS, it is reasonable, prudent and necessary for the Company      
contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they 
will serve or continue to serve the Company free from undue concern that they   
will not be so indemnified; and                                                 

WHEREAS, this Agreement is a supplement to and in furtherance of the  
bylaws of the Company (the "Bylaws") and any resolutions adopted pursuant       
thereto, and shall not be deemed a substitute therefore, nor to diminish or     
abrogate any rights of Indemnitee thereunder; and                               

  WHEREAS, each of Section 145 of the General Corporation Law of the State
of Delaware and the Bylaws is nonexclusive, and therefore contemplates that     
contracts may be entered into with respect to indemnification of directors,     
officers and employees; and                                                     

WHEREAS, Indemnitee is willing to serve, continue to serve and to take
on additional service for or on behalf of the Company on the condition that he  
be so indemnified;                                                              

NOW, THEREFORE, in consideration of the premises and the covenants    
contained herein, the Company and Indemnitee do hereby covenant and agree as    
follows:                                                                        

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  Section 1.     SERVICES BY INDEMNITEE.  Indemnitee agrees to serve [as a
[director] [executive officer] of the Company] [,at the request of the Company, 
as a [director] [executive officer] of [another corporation, partnership, joint 
venture, trust employee benefit plan or other enterprise].  Indemnitee may at   
any time and for any reason resign from such position (subject to any other     
contractual obligation or any obligation imposed by operation of law), in which 
event the Company shall have no obligation under this Agreement to continue     
Indemnitee in such position.  This Agreement shall not be deemed an employment  
contract between the Company (or any of its subsidiaries or any Enterprise) and 
Indemnitee.  Indemnitee specifically acknowledges that Indemnitee's employment  
with the Company (or any of its subsidiaries or any Enterprise), if any, is at  
will, and the Indemnitee may be discharged at any time for any reason, with or  
without cause, except as may be otherwise provided in any written employment    
contract between Indemnitee and the Company (or any of its subsidiaries or any  
Enterprise), other applicable formal severance policies duly adopted by the     
Board, or, with respect to service as a director or executive officer of the    
Company, by the Company's Certificate of Incorporation, the Company's Bylaws,   
and the General Corporation Law of the State of Delaware.  The foregoing        
notwithstanding, this Agreement shall continue in force after Indemnitee has    
ceased to serve as an [executive officer] [director] of the Company.            

 Section 2.     INDEMNIFICATION - GENERAL.  The Company shall indemnify,
and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in 
this Agreement and (b) (subject to the provisions of this Agreement) to the     
fullest extent permitted by applicable law in effect on the date hereof and as  
such law may be amended from time to time.  The rights of Indemnitee provided   
under the preceding sentence shall include, but shall not be limited to, the    
rights set forth in the other Sections of this Agreement.                       

 Section 3.     PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF
THE COMPANY.  Subject to the provisions of this Agreement, Indemnitee shall be  
entitled to the rights of indemnification provided in this Section 3 if, by     
reason of his Corporate Status (as hereinafter defined), he is, or is threatened
to be made, a party to or a participant in any Proceeding (as hereinafter       
defined), other than a Proceeding by or in the right of the Company.  Pursuant  
to this Section 3 but subject to the provisions of this Agreement, Indemnitee   
shall be indemnified against all Expenses, judgments, penalties, fines and      
amounts paid in settlement actually and reasonably incurred by him or on his    
behalf in connection with such Proceeding or any claim, issue or matter therein,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal  
Proceeding, had no reasonable cause to believe his conduct was unlawful.        

Section 4.     PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.         
Indemnitee shall be entitled to the rights of indemnification provided in this  
Section 4 but subject to the provisions of this Agreement if, by reason of his  
Corporate Status, he is, or is threatened to be made, a party to or a           
participant in any Proceeding brought by or in the right of the Company to      
procure a judgment in its favor.  Pursuant to this Section but subject to the   
provisions of this Agreement, Indemnitee shall be indemnified against all       
Expenses actually and reasonably incurred by him or on his behalf in connection 
with such Proceeding if he acted in good faith and in a manner he reasonably    
believed to be in or not opposed to the best interests of the Company; PROVIDED,
HOWEVER, that, if applicable law so provides, no indemnification against such   
Expenses shall be made in respect of any claim, issue or matter in such         
Proceeding as to which Indemnitee shall have been adjudged to be liable to the  
Company unless and to the extent that the Court of Chancery of the State of     
Delaware, or the court in which such Proceeding shall have been brought or is   
pending, shall determine that such indemnification may be made.                 

 Section 5.     INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR
PARTLY SUCCESSFUL.  Notwithstanding any other provision of this Agreement, to   
the extent that Indemnitee is, by reason of his Corporate Status, a party to (or
a participant in) and is successful, on the merits or otherwise, in any         
Proceeding, he shall be indemnified to the maximum extent permitted by law      
against all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.  If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than  
all claims, issues or matters in such Proceeding, the Company shall indemnify   
Indemnitee against all Expenses actually and reasonably incurred by him or on   
his behalf in connection with each successfully resolved claim, issue or matter.
For purposes of this Section and without limitation, the termination of any     
claim, issue or matter in such a Proceeding by dismissal, with or without       
prejudice, shall be deemed to be a successful result as to such claim, issue or 
matter.                                                                         

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Section 6.     INDEMNIFICATION FOR EXPENSES OF A WITNESS.             
Notwithstanding any other provision of this Agreement, to the extent that       
Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to
which Indemnitee is not a party, he shall be indemnified against all Expenses   
actually and reasonably incurred by him or on his behalf in connection          
therewith.                                                                      

Section 7.     ADVANCEMENT OF EXPENSES.  Notwithstanding any provision
of this Agreement to the contrary, the Company shall advance all reasonable     
Expenses incurred by or on behalf of Indemnitee in connection with any          
Proceeding in which Indemnitee is involved with by reason of Indemnitee's       
Corporate Status within ten days after the receipt by the Company of a statement
or statements from Indemnitee requesting such advance or advances from time to  
time, whether prior to or after final disposition of such Proceeding.  Such     
statement or statements shall reasonably evidence the Expenses incurred by      
Indemnitee and shall include or be preceded or accompanied by an undertaking by 
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such    
Expenses.  Any advances and undertakings to repay pursuant to this Section 7    
shall be unsecured and interest free.                                           

Section 8.     PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO          
INDEMNIFICATION.                        

                   (a)     To obtain indemnification under this Agreement,
Indemnitee shall submit to the Company a written request, including therein or  
therewith such documentation and information as is reasonably available to      
Indemnitee and is reasonably necessary to determine whether and to what extent  
Indemnitee is entitled to indemnification.  The Secretary of the Company shall, 
promptly upon receipt of such a request for indemnification, advise the Board in
writing that Indemnitee has requested indemnification.                          

          (b)     Upon written request by Indemnitee for
indemnification pursuant to Section 8(a) hereof, a determination, if required by
applicable law, with respect to Indemnitee's entitlement thereto shall be made  
in the specific case:  (i) if a Change in Control (as hereinafter defined) shall
have occurred, by Independent Counsel (as hereinafter defined) in a written     
opinion to the Board of Directors, a copy of which shall be delivered to        
Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a    
majority vote of the Disinterested Directors (as hereinafter defined), even     
though less than a quorum of the Board, or (B) if there are no such             
Disinterested Directors or, if such Disinterested Directors so direct, by       
Independent Counsel in a written opinion to the Board, a copy of which shall be 
delivered to Indemnitee or (C) if so directed by the Board, by the stockholders 
of the Company; and, if it is so determined that Indemnitee is entitled to      
indemnification, payment to Indemnitee shall be made within ten (10) days after 
such determination.  Indemnitee shall cooperate with the person, persons or     
entity making such determination with respect to Indemnitee's entitlement to    
indemnification, including providing to such person, persons or entity upon     
reasonable advance request any documentation or information which is not        
privileged or otherwise protected from disclosure and which is reasonably       
available to Indemnitee and reasonably necessary to such determination.  Any    
costs or expenses (including attorneys' fees and disbursements) incurred by     
Indemnitee in so cooperating with the person, persons or entity making such     
determination shall be borne by the Company (irrespective of the determination  
as to Indemnitee's entitlement to indemnification) and the Company hereby       
indemnifies and agrees to hold Indemnitee harmless therefrom.                   

                    (c)     In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 8(b)   
hereof, the Independent Counsel shall be selected as provided in this           
Section 8(c).  If a Change in Control shall not have occurred, the Independent  
Counsel shall be selected by the Disinterested Directors or, if there are no    
such Disinterested Directors, by the Board of Directors, and the Company shall  
give written notice to Indemnitee advising him of the identity of the           
Independent Counsel so selected.  If a Change in Control shall have occurred,   
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall
request that such selection be made by the Board of Directors, in which event   
the preceding sentence shall apply), and Indemnitee shall give written notice to
the Company advising it of the identity of the Independent Counsel so selected. 
In either event, Indemnitee or the Company, as the case may be, may, within 10  
days after such written notice of selection shall have been given, deliver to   
the Company or to Indemnitee, as the case may be, a written objection to such   
selection; PROVIDED, HOWEVER, that such objection may be asserted only on the   
ground that the Independent Counsel so selected does not meet the requirements  
of "Independent Counsel" as defined in Section 17 of this Agreement, and the    
objection shall set forth with particularity the factual basis of such          

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assertion.  Absent a proper and timely objection, the person so selected shall  
act as Independent Counsel.  If such written objection is so made and           
substantiated, the Independent Counsel so selected may not serve as Independent 
Counsel unless and until such objection is withdrawn or the Court of Chancery of
the State of Delaware or other court of competent jurisdiction has determined   
that such objection is without merit.  If, within 20 days after submission by   
Indemnitee of a written request for indemnification pursuant to Section 8(a)    
hereof, no Independent Counsel shall have been selected and not objected to,    
either the Company or Indemnitee may petition the Court of Chancery of the State
of Delaware or other court of competent jurisdiction for resolution of any      
objection which shall have been made by the Company or Indemnitee to the other's
selection of Independent Counsel and/or for the appointment as Independent      
Counsel of a person selected by the Court or by such other person as the Court  
shall designate, and the person with respect to whom all objections are so      
resolved or the person so appointed shall act as Independent Counsel under      
Section 8(b) hereof.  Upon the due commencement of any judicial proceeding or   
arbitration pursuant to Section 10(a) of this Agreement, Independent Counsel    
shall be discharged and relieved of any further responsibility in such capacity 
(subject to the applicable standards of professional conduct then prevailing).  

                   (d)     The Company shall not be required to obtain the
consent of the Indemnitee to the settlement of any Proceeding which the Company 
has undertaken to defend if the Company assumes full and sole responsibility for
such settlement and the settlement grants the Indemnitee a complete and         
unqualified release in respect of the potential liability.  The Company shall   
not be liable for any amount paid by the Indemnitee in settlement of any        
Proceeding that is not defended by the Company, unless the Company has consented
to such settlement, which consent shall not be unreasonably withheld.           

Section 9.       PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.      

             (a)     In making a determination with respect to
entitlement to indemnification under this Agreement, the person or persons or   
entity making such determination shall presume that Indemnitee is entitled to   
indemnification under this Agreement if Indemnitee has submitted a request for  
indemnification in accordance with Section 8(a) of this Agreement, and the      
Company shall have the burden of proof to overcome that presumption in          
connection with the making by any person, persons or entity of any determination
contrary to that presumption.  Neither the failure of the Company (including by 
its directors or Independent Counsel) to have made a determination prior to the 
commencement of any action pursuant to this Agreement that indemnification is   
proper in the circumstances because Indemnitee has met the applicable standard  
of conduct, nor an actual determination by the Company (including by its        
directors or Independent Counsel) that Indemnitee has not met such applicable   
standard of conduct, shall be a defense to the action or create a presumption   
that Indemnitee has not met the applicable standard of conduct.                 

                 (b)     If the person, persons or entity empowered or
selected under Section 8 of this Agreement to determine whether Indemnitee is   
entitled to indemnification shall not have made a determination within sixty    
(60) days after receipt by the Company of the request therefor, the requisite   
determination of entitlement to indemnification shall be deemed to have been    
made and Indemnitee shall be entitled to such indemnification, absent (i) a     
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee's statement not materially misleading, in          
connection with the request for indemnification, or (ii) a prohibition of such  
indemnification under applicable law; PROVIDED, HOWEVER, that such 60-day period
may be extended for a reasonable time, not to exceed an additional thirty (30)  
days, if the person, persons or entity making the determination with respect to 
entitlement to indemnification in good faith  requires such additional time for 
the obtaining or evaluating of documentation and/or information relating        
thereto; and provided, further, that the foregoing provisions of this Section   
9(b) shall not apply (i) if the determination of entitlement to indemnification 
is to be made by the stockholders pursuant to Section 8(b) of this Agreement and
if (A) within fifteen (15) days after receipt by the Company of the request for 
such determination the Board of Directors has resolved to submit such           
determination to the stockholders for their consideration at an annual meeting  
thereof to be held within seventy five (75) days after such receipt and such    
determination is made thereat, or (B) a special meeting of stockholders is      
called within fifteen (15) days after such receipt for the purpose of making    
such determination, such meeting is held for such purpose within sixty (60) days
after having been so called and such                                            

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determination is made thereat, or (ii) if the determination of entitlement to   
indemnification is to be made by Independent Counsel pursuant to Section 8(b) of
this Agreement.                                                                 

                      (c)     The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not (except as otherwise       
expressly provided in this Agreement or as otherwise required by law) of itself 
adversely affect the right of Indemnitee to indemnification or create a         
presumption that Indemnitee did not act in good faith and in a manner which he  
reasonably believed to be in or not opposed to the best interests of the Company
or, with respect to any criminal Proceeding, that Indemnitee had reasonable     
cause to believe that his conduct was unlawful.                                 

                 (d)     RELIANCE AS SAFE HARBOR.  For purposes of any
determination of Good Faith, Indemnitee shall be deemed to have acted in Good   
Faith if Indemnitee's action is based on the records or books of account of the 
Enterprise, including financial statements, or on information supplied to       
Indemnitee by the officers of the Enterprise in the course of their duties, or  
on the advice of legal counsel for the Enterprise or on information or records  
given or reports made to the Enterprise by an independent certified public      
accountant or by an appraiser or other expert selected with the reasonable care 
by  the Enterprise.  The provisions of this Section 9(d) shall not be deemed to 
be exclusive or to limit in any way the other circumstances in which the        
Indemnitee may be deemed to have met the applicable standard of conduct set     
forth in this Agreement.                                                        

                     (e)     ACTIONS OF OTHERS.  The knowledge and/or actions,
or failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to     
indemnification under this Agreement.                                           

Section 10.      REMEDIES OF INDEMNITEE.                              

                 (a)     In the event that (i) a determination is made
pursuant to Section 8 of this Agreement that Indemnitee is not entitled to      
indemnification under this Agreement, (ii) advancement of Expenses is not timely
made pursuant to Section 7 of this Agreement, (iii) no determination of         
entitlement to indemnification shall have been made pursuant to Section 8(b) of 
this Agreement within 90 days after receipt by the Company of the request for   
indemnification, (iv) payment of indemnification required under Section 5, 6,   
the last sentence of Section 8(b) or the last sentence of Section 17(h) of this 
Agreement is not made within ten (10) days after receipt by the Company of a    
written request therefor, or (v) payment of indemnification pursuant to Section 
3 or 4 of this Agreement is not made within ten (10) days after a determination 
has been made that Indemnitee is entitled to indemnification, Indemnitee shall  
be entitled to an adjudication by the Court of Chancery of the State of Delaware
of his entitlement to such indemnification or advancement of Expenses.          
Alternatively, in accordance with this Section 10, Indemnitee, at his option,   
may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association.    
Indemnitee shall commence such proceeding seeking an adjudication or an award in
arbitration within 180 days following the date on which Indemnitee first has the
right to commence such proceeding pursuant to this Section 10(a); PROVIDED,     
HOWEVER, that the foregoing clause shall not apply in respect of a proceeding   
brought by Indemnitee to enforce his rights under Section 5 of this Agreement.  
The Company shall not oppose Indemnitee's right to seek any such adjudication or
award in arbitration.                                                           

                     (b)     In the event that a determination shall have been
made pursuant to Section 8(b) of this Agreement that Indemnitee is not entitled 
to indemnification, any judicial proceeding or arbitration commenced pursuant to
this Section 10 shall be conducted in all respects as a DE NOVO trial, or       
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of  
that adverse determination.                                                     

                    (c)     If a determination shall have been made pursuant
to Section 8(b) of this Agreement that Indemnitee is entitled to                
indemnification, the Company shall be bound by such determination in any        
judicial proceeding or arbitration commenced pursuant to this Section 10, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a        
material fact necessary to make Indemnitee's statement not materially           
misleading, in connection with the request for indemnification, or (ii) a       
prohibition of such indemnification under applicable law.                       

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                  (d)     In the event that Indemnitee, pursuant to this
Section 10, seeks a judicial adjudication of or an award in arbitration to      
enforce his rights under, or to recover damages for breach of, this Agreement,  
Indemnitee shall be entitled to recover from the Company, and shall be          
indemnified by the Company against, any and all expenses (of the types described
in the definition of Expenses in Section 17 of this Agreement) actually and     
reasonably incurred by him in such judicial adjudication or arbitration, but    
only if (and only to the extent) he prevails therein.  If it shall be determined
in said judicial adjudication or arbitration that Indemnitee is entitled to     
receive part but not all of the indemnification or advancement of Expenses      
sought, the expenses incurred by Indemnitee in connection with such judicial    
adjudication or arbitration shall be appropriately prorated.                    

                    (e)     The Company shall be precluded from asserting in
any judicial proceeding or arbitration commenced pursuant to this Section 10    
that the procedures and presumptions of this Agreement are not valid, binding   
and enforceable and shall stipulate in any such court or before any such        
arbitrator that the Company is bound by all the provisions of this Agreement.   

Section 11.      NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;      
SUBROGATION.                        

                (a)     The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall not be deemed       
exclusive of any other rights to which Indemnitee may at any time be entitled   
under applicable law, the Company's Certificate of Incorporation, the Company's 
Bylaws, any other agreement, a vote of stockholders or a resolution of          
directors, or otherwise.  No amendment, alteration or repeal of this Agreement  
or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in  
his Corporate Status prior to such amendment, alteration or repeal.  To the     
extent that a change in the General Corporation Law of the State of Delaware,   
whether by statute or judicial decision, permits greater indemnification or     
advancement of Expenses than would be afforded currently under the Company's    
Bylaws and this Agreement, it is the intent of the parties hereto that          
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by    
such change.  No right or remedy herein conferred is intended to be exclusive of
any other right or remedy, and every other right and remedy shall be cumulative 
and in addition to every other right and remedy given hereunder or now or       
hereafter existing at law or in equity or otherwise.  The assertion or          
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.                

               (b)     To the extent that the Company maintains an
insurance policy or policies providing liability insurance for directors,       
officers, employees, or agents of the Company or of any other corporation,      
partnership, joint venture, trust, employee benefit plan or other enterprise    
which such person serves at the request of the Company, Indemnitee shall be     
covered by such policy or policies in accordance with its or their terms to the 
maximum extent of the coverage available for any such director, officer,        
employee or agent under such policy or policies.                                

                     (c)     In the event of any payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the     
rights of recovery of Indemnitee, and Indemnitee shall execute all papers       
required and take all action necessary to secure such rights, including         
execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.                                                         

              (d)     The Company shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable (or for which  
advancement is provided hereunder) hereunder if and to the extent that          
Indemnitee has otherwise actually received such payment under any insurance     
policy, contract, agreement or otherwise; PROVIDED, HOWEVER, that the Company   
shall be liable to make payment of any amounts indemnifiable to the extent      
Indemnitee is entitled to indemnification in excess of the amount of any        
payments received by Indemnitee under such insurance policy, contract or        
agreement.                                                                      

                    (e)     The Company's obligation to indemnify or advance
Expenses hereunder to Indemnitee who is or was serving at the request of the    
Company as a director or executive officer of any other corporation,            
partnership, joint venture, trust, employee benefit plan or other enterprise    
shall be reduced by any                                                         

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amount Indemnitee has actually received as indemnification or advancement of    
expenses from such other corporation, partnership, joint venture, trust,        
employee benefit plan or other enterprise.                                      

Section 12.      DURATION OF AGREEMENT.  This Agreement shall continue
until and terminate upon the later of: (a) 10 years after the date that         
Indemnitee shall have ceased to serve as a director or executive officer of the 
Company or of any Enterprise which Indemnitee served at the request of the      
Company; or (b) the final termination of any Proceeding then pending in respect 
of which Indemnitee is granted rights of indemnification or advancement of      
Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to    
Section 10 of this Agreement relating thereto.  This Agreement shall be binding 
upon the Company and its successors and assigns and shall inure to the benefit  
of Indemnitee and his heirs, executors and administrators.                      

Section 13.      SEVERABILITY.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason  
whatsoever: (a) the validity, legality and enforceability of the remaining      
provisions of this Agreement (including without limitation, each portion of any 
Section of this Agreement containing any such provision held to be invalid,     
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) 
shall not in any way be affected or impaired thereby and shall remain           
enforceable to the fullest extent permitted by law; (b) such provision or       
provisions shall be deemed reformed to the extent necessary to conform to       
applicable law and to give the maximum effect to the intent of the parties      
hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement   
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to    
give effect to the intent manifested thereby.                                   

  Section 14.      EXCEPTION TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF
EXPENSES.  Notwithstanding any other provision of this Agreement, but subject to
Section 10(d) hereof, Indemnitee shall not be entitled to indemnification or    
advancement of Expenses under this Agreement with respect to any Proceeding     
brought by Indemnitee, or any claim therein, unless the bringing of such        
Proceeding or making of such claim shall have been approved by the Board of     
Directors.                                                                      

  Section 15.      IDENTICAL COUNTERPARTS.  This Agreement may be executed
in one or more counterparts, each of which shall for all purposes be deemed to  
be an original but all of which together shall constitute one and the same      
Agreement.  Only one such counterpart signed by the party against whom          
enforceability is sought needs to be produced to evidence the existence of this 
Agreement.                                                                      

Section 16.      HEADINGS.  The headings of the paragraphs of this    
Agreement are inserted for convenience only and shall not be deemed to          
constitute part of this Agreement or to affect the construction thereof.        

Section 17.      DEFINITIONS.  For purposes of this Agreement:        

                    (a)     "Change in Control" means a change in control of
the Company occurring after the Effective Date of a nature that would be        
required to be reported in response to Item 6(e) of Schedule 14A of Regulation  
14A (or in response to any similar item on any similar schedule or form)        
promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or   
not the Company is then subject to such reporting requirement; PROVIDED,        
HOWEVER, that, without limitation, such a Change in Control shall be deemed to  
have occurred if after the Effective Date (i) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Act) other than a trustee or other fiduciary 
holding securities under an employee benefit plan of the Company or a           
corporation owned directly or indirectly by the stockholders of the Company in  
substantially the same proportions as their ownership of stock of the Company is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act),     
directly or indirectly, of securities of the Company representing 50% or more of
the combined voting power of the Company's then outstanding securities without  
the prior approval of at least two-thirds of the members of the Board in office 
immediately prior to such person attaining such percentage interest; (ii) there 
occurs a proxy contest, or the Company is a party to a merger, consolidation,   
sale of assets, plan of liquidation or other reorganization not approved by at  
least two-thirds of the members of the Board then in office, as a consequence of
which members of the Board in office immediately prior to such transaction or   
event constitute less than a majority of the Board thereafter; or (iii) during  
any period of two consecutive years, other than as a result of an event         

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described in clause (a)(ii) of this Section 17, individuals who at the beginning
of such period constituted the Board (including for this purpose any new        
director whose election or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the directors then still in    
office who were directors at the beginning of such period) cease for any reason 
to constitute at least a majority of the Board.                                 

                (b)     "Corporate Status" describes the status of a
person who is or was a director or executive officer of the Company or of any   
other corporation, partnership, joint venture, trust, employee benefit plan or  
other enterprise which such person is or was serving at the request of the      
Company in accordance with this Agreement.                                      

                    (c)     "Disinterested Director" means a director of the
Company who is not and was not a party to the Proceeding in respect of which    
indemnification is sought by Indemnitee.                                        

                 (d)     "Effective Date" means ______________, 199__.

                      (e)     "Enterprise" shall mean (i) the Company and/or any
entity in which the Company has an equity interest, and/or (ii) any other       
corporation, partnership, joint venture, trust, employee welfare or benefit plan
of the Company and/or of any entity in which the Company has an equity interest 
or other enterprise of which Indemnitee is or was serving at the express written
request of the Company as a director or executive officer.                      

                      (f)     "Expenses" shall include all reasonable attorneys'
fees, retainers, court costs, transcript costs, fees of experts, witness fees,  
travel expenses, duplicating costs, printing and binding costs, telephone       
charges, postage, delivery service fees, and all other disbursements or expenses
of the types customarily incurred in connection with prosecuting, defending,    
preparing to prosecute or defend, investigating, being or preparing to be a     
witness in, or otherwise participating in, a Proceeding.                        

                      (g)     "Good Faith" shall mean Indemnitee having acted in
good faith and in a manner Indemnitee reasonably believed to be in or not       
opposed to the best interests of the Company, and, with respect to any criminal 
Proceeding, having had no reasonable cause to believe Indemnitee's conduct was  
unlawful.                                                                       

                (h)     "Independent Counsel" means a law firm, or a
member of a law firm, that is experienced in matters of corporation law and     
neither presently is, nor in the past five years has been, retained to          
represent:  (i) the Company or Indemnitee in any matter material to either such 
party (other than with respect to matters concerning the Indemnitee under this  
Agreement, or of other indemnitees under similar indemnification agreements), or
(ii) any other party to the Proceeding giving rise to a claim for               
indemnification hereunder.  Notwithstanding the foregoing, the term "Independent
Counsel" shall not include any person who, under the applicable standards of    
professional conduct then prevailing, would have a conflict of interest in      
representing either the Company or Indemnitee in an action to determine         
Indemnitee's rights under this Agreement.  The Company agrees to pay the        
reasonable fees and expenses of the Independent Counsel referred to above and to
fully indemnify such counsel against any and all Expenses, claims, liabilities  
and damages arising out of or relating to this Agreement or its engagement      
pursuant hereto.                                                                

                    (i)     "Proceeding" includes any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,    
investigation, inquiry, administrative hearing or any other actual, threatened  
or completed proceeding, whether brought by or in the right of the Company or   
otherwise, including any counterclaims therein, and whether civil, criminal,    
administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of the fact that Indemnitee is or was a      
director or executive officer of the Company, by reason of any action taken by  
him or of any inaction on his part while acting  as director or executive       
officer of the Company, or by reason of the fact that he is or was serving at   
the request of the Company as a director or executive officer of another        
corporation, partnership, joint venture, trust or other enterprise, in each case
whether or not he is acting or serving in any such capacity at the time any     
liability or expense is incurred for which indemnification or advancement of    
expenses can be provided under this Agreement; except one initiated by a        
Indemnitee pursuant to Section 10 of this Agreement to enforce his rights under 
this Agreement.                                                                 

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                  (j)     References to "other enterprise" shall include
employee welfare or benefit plans; references to "fines" shall include any      
excise tax assessed with respect to any employee welfare or benefit plan;       
references to "serving at the request of the Company" shall include any service 
as a director or executive officer of the Company which imposes duties on, or   
involves services by, such director or executive officer with respect to an     
employee welfare or benefit plan, as participants or beneficiaries; and a person
who acted in good faith and in the manner he reasonably believed to be in the   
interests of the participants and beneficiaries of an employee welfare or       
benefit plan shall be deemed to have acted in manner "not opposed to the best   
interests of the Company" as referred to in this Agreement.                     

Section 18.      ENFORCEMENT.                                         

                     (a)     The Company expressly confirms and agrees that it
has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a [director] [and executive officer]  
of the Company, and the Company acknowledges that Indemnitee is relying upon    
this Agreement in serving as a [director] [and executive officer] of the        
Company.                                                                        

                   (b)     This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and        
supersedes all prior agreements and understandings, oral, written and implied,  
between the parties hereto with respect to the subject matter hereof.           

   Section 19.      MODIFICATION AND WAIVER.  No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both 
of the parties hereto.  No waiver of any of the provisions of this Agreement    
shall be deemed or shall constitute a waiver of any other provisions hereof     
(whether or not similar) nor shall such waiver constitute a continuing waiver.  

Section 20.      NOTICE BY INDEMNITEE.  Indemnitee agrees promptly to 
notify the Company in writing upon being served with any summons, citation,     
subpoena, complaint, indictment, information or other document relating to any  
Proceeding or matter which may be subject to indemnification or advancement of  
Expenses covered hereunder.  The failure of Indemnitee to so notify the Company 
shall not relieve the Company of any obligation which it may have to the        
Indemnitee under this Agreement or otherwise, except to the extent the Company  
is materially prejudiced by such failure.                                       

Section 21.      NOTICES.  All notices, requests, demands and other   
communications hereunder shall be in writing and shall be deemed to have been   
duly given if (i) delivered by hand and receipted for by the party to whom said 
notice or other communication shall have been directed, or (ii) mailed by       
certified or registered mail with postage prepaid, on the third business day    
after the date on which it is so mailed:                                        

(a)     If to Indemnitee, to:       

(b)     If to the Company, to:      

OR TO SUCH OTHER ADDRESS AS MAY HAVE BEEN FURNISHED TO INDEMNITEE BY THE COMPANY
OR TO THE COMPANY BY INDEMNITEE, AS THE CASE MAY BE.                            

 Section 22.      CONTRIBUTION.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is        
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of    
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, 
whether for judgments, fines,                                                   

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penalties, excise taxes, amounts paid or to be paid in settlement and/or for    
Expenses, in connection with any claim relating to an indemnifiable event under 
this Agreement, in such proportion as is deemed fair and reasonable in light of 
all of the circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s)     
and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative 
fault of the Company (and its directors, officers, employees and agents) and    
Indemnitee in connection with such event(s) and/or transaction(s).              

    Section 23.      GOVERNING LAW; SUBMISSION TO JURISDICTION: APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS.  This Agreement and the legal relations among the 
parties shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without regard to its conflict of laws rules.    
Except with respect to any arbitration commenced by Indemnitee pursuant to      
Section 10(a) of this Agreement, the Company and Indemnitee hereby irrevocably  
and unconditionally (i) agree that any action or proceeding arising out of or in
connection with this Agreement shall be brought only in the Chancery Court of   
the State of Delaware (the "Delaware Court"), and not in any other state or     
federal court in the United States of America or any court in any other country,
(ii) consent to submit to the exclusive jurisdiction of the Delaware Court for  
purposes of any action or proceeding arising out of or in connection with this  
Agreement, (iii) appoint, to the extent such party is not a resident of the     
State of Delaware, irrevocably the Corporation Trust Company, Corporation Trust 
Center, 1209 Orange Street, Wilmington, Delaware, 19801 as its agent in the     
State of Delaware as such party's agent for acceptance of legal process in      
connection with any such action or proceeding against such party with the same  
legal force and validity as if served upon such party personally within the     
State of Delaware, (iv) waive any objection to the laying of venue of any such  
action or proceeding in the Delaware Court, and (v) waive, and agree not to     
plead or to make, any claim that any such action or proceeding brought in the   
Delaware Court has been brought in an improper or otherwise inconvenient forum. 

Section 24.      MISCELLANEOUS.  Use of the masculine pronoun shall be
deemed to include usage of the feminine pronoun where appropriate.              

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.                                           

                        TOMAHAWK ENGINEERING, INC.

 By:
                                              ----------------------------------
                 Name:
                  Title:

                                       -----------------------------------------
        Indemnitee

      Address:
                                                 -------------------------------

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

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     PART II

      INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

The Business Company Act (Alberta) (the "Alberta Act") provides that a
corporation may indemnify a director or former director of a corporation against
all costs, charges and expenses in any action to which he or she is made a party
by reason of being or having been a director so long as (a) he or she acted     
honestly and in good faith with a view to the best interests of the corporation;
and (b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he or she had reasonable grounds for believing  
that his or her conduct was lawful.  In addition, a director or former director 
who satisfies these criteria is entitled to indemnity from the corporation for  
all costs incurred in defending himself or herself from in any civil, criminal  
or administrative action or proceeding to which he or she is made a party by    
reason of being or having been a director or officer of the corporation or body 
corporate, if he or she was substantially successful on the merits in his or her
defense of the action or proceeding.                                            

Sections 7.01 to 7.03 of the existing Alberta corporation's bylaws    
provide that:                                                                   

7.01 LIMITATION OF LIABILITY.  Every director and officer of
the Corporation in exercising his powers and discharging his duties   
shall act honestly and in good faith with a view to the best interests
of the Corporation and exercise the care, diligence and skill that a  
reasonably prudent person would exercise in comparable circumstances. 
  Subject to the foregoing, no director or officer shall be liable for the
  acts, receipts, neglects or defaults of any other director or officer or
 employee, or for joining in any receipt or other act for conformity, or
  for any loss, damage or expense happening to the Corporation through the
 insufficiency or deficiency of title to any property acquired for or on
  behalf of the Corporation, or for the insufficiency or deficiency of any
 security in or upon which any of the monies of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy,      
insolvency or tortious acts of any person with whom any of the monies,
 securities or effects of the Corporation shall be deposited, or for any
loss occasioned by any error of judgment or oversight on his part, or 
for any other loss, damage or misfortune whatsoever which shall happen
in the execution of the duties of his office or in relation thereto,  
unless the same are occasioned by his own willful neglect or default; 
 provided that nothing herein shall relieve any director or officer from
the duty to act in accordance with the Act and the regulations        
thereunder or from liability for any breach thereof.                  

No act or proceeding of any director or officer or the board
shall be deemed invalid or ineffective by reason of the subsequent    
 ascertainment of any irregularity in regard to the act or proceeding or
the qualification of such director or officer or board.               

   Directors may rely upon the accuracy of any statement or report
prepared by the Corporation's auditors, internal accountants or other 
responsible officials and shall not be responsible or held liable for 
any loss or damage resulting from the paying of any dividends or      
otherwise acting upon the statement or report.                        

7.02 INDEMNITY.  Subject to the limitations contained in the
Act, the Corporation shall indemnify a director or officer, a former  
 director or officer, or a person who acts or acted at the Corporation's
request as a director or officer of a body corporate of which the     
Corporation is or was a shareholder or creditor (or a person who      
 undertakes or has undertaken any liability on behalf of the Corporation
or any such body corporate) and his heirs and legal representatives,  
against all costs, charges and expenses, including an amount paid to  
settle an action or satisfy a judgment, reasonably incurred by him in 
  respect of any civil, criminal or administrative action or proceeding to
  which he is made a party by reason of being or having been a director or
officer of the Corporation or the body corporate, if:                 

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     (a)  he acted honestly and in good faith with a view to
the best interests of the Corporation; and                  

     (b)  in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty, he had
 reasonable grounds for believing that his conduct was lawful.

7.03 INSURANCE.  Subject to the limitations contained in the
  Act, the Corporation may purchase and maintain insurance for the benefit
of its directors and officers as such, as the board may from time to  
time determine.                                                       

Article ELEVENTH of the new Delaware corporation's certificate of     
incorporation provides that:                                                    

 The corporation shall, to the fullest extent permitted by the
  provisions of Section 145 of the General Corporation Law of the State of
  Delaware, as the same may be amended and supplemented, indemnify any and
all persons whom it shall have power to indemnify under said section  
from and against any and all of the expenses, liabilities, or other   
matters referred to in or covered by said section, and the            
  indemnification provided for herein shall not be deemed exclusive of any
  other rights to which those indemnified may be entitled under any Bylaw,
  agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person 
who has ceased to be a director, officer, employee, or agent and shall
 inure to the benefit of the heirs, executors and administrators of such
a person.                                                             

  Our company may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official          
capacities.  The rights of indemnification described above are not exclusive of 
any other rights of indemnification to which the persons indemnified may be     
entitled under any bylaw, agreement, vote of shareholders or directors or       
otherwise.                                                                      

In addition to the foregoing indemnification rights, the new Delaware 
corporation's certificate of incorporation eliminates liability of each director
to the our company and our shareholders for monetary damages to the fullest     
extent permitted under Delaware corporate law.                                  

 Insofar as indemnification of our company for liabilities arising under
the Securities Act of 1933 may be permitted to our directors, officers and      
controlling persons, pursuant to the foregoing provisions or otherwise, we have 
been advised that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities Act and 
is therefore unenforceable.  In the event that a claim for indemnification      
against such liabilities (other than our payment of expenses incurred or paid by
a director, officer or controlling person of our company 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, we    
will, unless in the opinion of their respective counsel the matter has been     
settled by a controlling precedent and subject to possible conflict of laws     
questions involving Canadian corporation law, submit to a court of appropriate  
jurisdiction the question whether such indemnification by them is against public
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                           

(a)  The following exhibits are filed with or incorporated by         
reference in this Registration Statement.                                       

                                                                [Download Table]


EXHIBIT                                                                         
NUMBER   DESCRIPTION                                                            
-------  -----------------------------------------------------------------------
                                                                                
2.1      Articles of Amalgamation of the Registrant and TomaHawk Imaging &      
         Financial Inc.                                                         

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2.2      Asset Purchase Agreement, dated as of August 1, 1998, between the      
         Registrant and Robin Hartley                                           

3.1      Alberta Certificate of Incorporation of the Registrant, and amendments 
         thereto                                                                

3.2      Alberta By-laws of the Registrant, and amendments thereto              

4.1      Specimen Stock Certificate for the Registrant's Common Shares          

5.1*     Opinion of Baker & McKenzie regarding the legality of securities being 
         registered                                                             

8.1      Opinion of Ernst & Young LLP regarding certain tax matters             

10.1     Stock Option Plan of the Registrant                                    

10.2     Document Imaging Subcontract, dated as of March 12, 1997, between the  
         Registrant and Intergraph Corporation                                  

10.3     Equipment Lease Agreement, dated as of November 19, 1998, between the  
         Registrant and Finova Group Inc.                                       

10.4     Equipment Lease Agreement, dated as of June 10, 1997, between the      
         Registrant and Boston Financial Equity Corporation.                    

10.5     Promissory Note, dated as of February 25, 1999, payable by the         
         Registrant to Norman F. Siegel                                         

10.6     Promissory Note, dated as of August 20, 1998, payable by the Registrant
         to Robin Hartley                                                       

10.7     Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Norman F. Siegel to the Registrant                                     

10.8     Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Norm Siegel                                 

10.9     Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Steven M. Caira to the Registrant                                      

10.10    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Steven M. Caira                             

10.11    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Michael H. Lorber to the Registrant                                    

10.12    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Michael H. Lorber                           

10.13    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Philip W. Card to the Registrant                                       

10.14    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Philip W. Card                              

10.15    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         John F. Peace to the Registrant                                        

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10.16    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and John F. Peace                               

10.17    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Elliott Broidy to the Registrant                                       

10.18    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Elliott Broidy                              

10.19    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Douglas W. Loughran to the Registrant                                  

10.20    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Douglas W. Loughran                         

10.21    Subordination Agreement, dated as of January 25, 1999, between the     
         Registrant and Bank of America, N.A.                                   

10.22    Sublease, dated as of March 4, 1997, between the Registrant and        
         Medaphis Physician Services Corporation, for premises located at 8315  
         Century Park Court, Suite 200, San Diego, California 92123             

10.23    Lease Agreement, dated as of June 5, 1998 between the Registrant and   
         Hamann/Martin/Whitaker for premises located at 7140 Opportunity Road,  
         San Diego, California 92123                                            

23.1     Consent of Baker & McKenzie (contained in Exhibit 5.1)                 

23.2     Consent of Ernst & Young LLP, Independent Auditors                     

23.3     Consent of Ernst & Young LLP, Tax Advisor                              

24.1     Power of Attorney (included on the signature page of this Registration 
         Statement)                                                             

27.1     Financial Data Schedule (As of December 31, 1998)                      

27.2     Financial Data Schedule (As of March 31, 1999)                         


* To be filed by amendment.                                                     

(b)  Schedules.  No supporting schedules have been included because   
they are not required.                                                

ITEM 22.  UNDERTAKINGS.                                                         

"The undersigned registrant hereby undertakes:                        

(a)  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, as amended (the "Securities Act");        

      (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.  Notwithstanding the foregoing, any    
increase or decrease in volume of securities offered (if the total    
dollar value of securities offered would not exceed that which was    
registered) and any deviation from the low or                         

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  high end of the estimated maximum offering range may be reflected in the
  form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
 aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the       
"Calculation of Registration Fee" table in the effective 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 or Form  
F-3, and the information required to be included in a post-effective  
amendment by those paragraphs is contained in periodic reports filed  
  with or furnished to the SEC by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, that are    
incorporated by reference in the registration statement.              

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

(c)  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 as follows: that prior to
any public reoffering of the securities registered hereunder through use of a   
prospectus which is a part of this registration statement, by any person or     
party who is deemed to be an underwriter within the meaning of Rule 145(c), the 
issuer undertakes that such reoffering prospectus will contain the information  
called for by the applicable registration form with respect to reofferings by   
persons who may be deemed underwriters, in addition to the information called   
for by the other items of the applicable form.                                  

The registrant undertakes that every prospectus: (i) that is filed    
pursuant to the immediately preceding paragraph or (ii) that purports to meet   
the requirements of Section 10(a)(3) of the Securities Act and is used in       
connection with an offering of securities subject to Rule 415 of the Securities 
Act, will be filed as a part of an amendment to the registration statement and  
will not be used until such amendment is effective, and that, for purposes of   
determining any liability under the Securities Act, each such post-effective    
amendment shall be deemed to be a new registration statement 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.                   

 Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the      
registrant pursuant to the foregoing provisions, or otherwise, the registrant   
has been advised that, in the opinion of the SEC, such indemnification is       
against public policy as expressed in the Securities 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 a controlling precedent, submit to a court of appropriate   
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

 The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to   
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other    
equally prompt means.  This includes information contained in documents filed   
after the effective date of the registration statement through the date of      
responding to the request.                                                      

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The undersigned registrant hereby undertakes to supply by means of a  
post-effective amendment all information concerning a transaction, and the      
company being acquired involved therein, that was not the subject of and        
included in the registration statement when it became effective."               

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-4 to be signed 
on its behalf by the undersigned, thereunto duly authorized in the City of San  
Diego, California on July 8, 1999.                                              

TOMAHAWK CORPORATION          

By: /s/ Steven M. Caira       
                           ---------------------------------------------------
               Steven M. Caira, Chairman of the Board,
                           President, Chief Executive Officer and Acting Chief
Financial Officer       

     POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature     
appears below on this Registration Statement hereby constitutes and appoints    
Steven M. Caira and Michael H. Lorber, and each and either of them, with full   
power to act without the other, his true and lawful attorney-in-fact and agent, 
with full power of substitution and resubstitution, for him and in his name,    
place and stead, in any and all capacities (until revoked in writing) to sign   
any and all amendments (including, without limitation, post-effective amendments
and amendments thereto) 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 said attorneys-in-fact and    
agents, and each of them, full power and authority to do and perform each and   
every act and thing requisite and 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 attorneys-in-fact and     
agents or any 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 on Form S-4 has been signed by the following persons in  
the capacities and on the dates indicated.                                      

                                                                [Download Table]

           SIGNATURE                          TITLE                         DATE
                                                                                
/s/ Steven M. Caira            Chairman of the Board, President,    July 8, 1999
---------------------------    Chief Executive Officer and Acting               
Steven M. Caira                Chief Financial Officer                          

/s/ Thomas M. Dusmet           Secretary and Director               July 8, 1999
---------------------------                                                     
Thomas M. Dusmet                                                                

/s/ Douglas W. Loughran        Director                             July 8, 1999
---------------------------                                                     
Douglas W. Loughran                                                             

/s/ Jonathan F. Turpin         Director                             July 8, 1999
---------------------------                                                     
Jonathan F. Turpin                                                              


      II-7

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 INDEX TO EXHIBITS

                                                                [Download Table]


EXHIBIT                                                                         
NUMBER   DESCRIPTION                                                            
-------  -----------------------------------------------------------------------
                                                                                
2.1      Articles of Amalgamation of the Registrant and TomaHawk Imaging &      
         Financial Inc.                                                         

2.2      Asset Purchase Agreement, dated as of August 1, 1998, between the      
         Registrant and Robin Hartley                                           

3.1      Alberta Certificate of Incorporation of the Registrant, and amendments 
         thereto                                                                

3.2      Alberta By-laws of the Registrant, and amendments thereto              

4.1      Specimen Stock Certificate for the Registrant's Common Shares          

5.1*     Opinion of Baker & McKenzie regarding the legality of securities being 
         registered                                                             

8.1      Opinion of Ernst & Young LLP regarding certain tax matters             

10.1     Stock Option Plan of the Registrant                                    

10.2     Document Imaging Subcontract, dated as of March 12, 1997, between the  
         Registrant and Intergraph Corporation                                  

10.3     Equipment Lease Agreement, dated as of November 19, 1998, between the  
         Registrant and Finova Group Inc.                                       

10.4     Equipment Lease Agreement, dated as of June 10, 1997, between the      
         Registrant and Boston Financial Equity Corporation.                    

10.5     Promissory Note, dated as of February 25, 1999, payable by the         
         Registrant to Norman F. Siegel                                         

10.6     Promissory Note, dated as of August 20, 1998, payable by the Registrant
         to Robin Hartley                                                       

10.7     Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Norman F. Siegel to the Registrant                                     

10.8     Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Norman F. Siegel                            

10.9     Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Steven M. Caira to the Registrant                                      

10.10    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Steven M. Caira                             

10.11    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Michael H. Lorber to the Registrant                                    

10.12    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Michael H. Lorber                           

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10.13    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Philip W. Card to the Registrant                                       

10.14    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Philip W. Card                              

10.15    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         John F. Peace to the Registrant                                        

10.16    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and John F. Peace                               

10.17    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Elliott Broidy to the Registrant                                       

10.18    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Elliott Broidy                              

10.19    Consolidated Promissory Note, dated as of November 1, 1998, payable by 
         Douglas W. Loughran to the Registrant                                  

10.20    Security and Stock Pledge Agreement, dated as of November 1, 1998,     
         between the Registrant and Douglas W. Loughran                         

10.21    Subordination Agreement, dated as of January 25, 1999, between the     
         Registrant and Bank of America, N.A.                                   

10.22    Sublease, dated as of March 4, 1997, between the Registrant and        
         Medaphis Physician Services Corporation, for premises located at 8315  
         Century Park Court, Suite 200, San Diego, California 92123             

10.23    Lease Agreement, dated as of June 5, 1998 between the Registrant and   
         Hamann/Martin/Whitaker for premises located at 7140 Opportunity Road,  
         San Diego, California 92123                                            

23.1     Consent of Baker & McKenzie (contained in Exhibit 5.1)                 

23.2     Consent of Ernst & Young LLP, Independent Auditors                     

23.3     Consent of Ernst & Young LLP, Tax Advisor                              

24.1     Power of Attorney (included on the signature page of this Registration 
         Statement)                                                             

27.1     Financial Data Schedule (As of December 31, 1998)                      

27.2     Financial Data Schedule (As of March 31, 1999)                         


* To be filed by amendment.