EXHIBIT 99

                                     PROXY

                          BETHURUM LABORATORIES, INC.

   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BETHURUM
          LABORATORIES, INC. FOR THE SPECIAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON NOVEMBER 10, 2000

      The undersigned shareholder of Bethurum Laboratories, Inc. (the "Company")
hereby appoints William A. Silvey, Jr. and W. Scott Thompson,  or either of them
as proxies,  each of them with full power of substitution,  to attend and act as
proxy  for  the  undersigned  and  to  cast  all  votes  which  the  undersigned
shareholder is entitled to cast at the Special  Meeting of  Shareholders  of the
Company  to be held at 10:00  a.m.  local  time,  on  November  10,  2000 at the
Sheraton  City Center Hotel 150 West 500 South,  Salt Lake City,  UT, and at any
and all adjournments and postponements thereof. In their discretion, the proxies
are  authorized  to vote upon any other matter that may properly come before the
Special Meeting or any adjournments thereof. The undersigned  shareholder hereby
revokes any proxy or proxies  heretofore  given. This proxy will be voted in the
manner  directed by the undersigned  shareholder.  If no direction is made, this
proxy will be voted "FOR" the proposal listed below.

      Please read the Proxy  Statement/Prospectus  which  describes the proposal
and presents other  important  information,  and complete,  sign and return your
proxy promptly in the enclosed envelope.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:

      1. A  proposal  to  approve  and adopt  the  reincorporation  of  Bethurum
Laboratories,  Inc.  in the British  Virgin  Islands as  described  in the Proxy
Statement/Prospectus..

                  FOR                    AGAINST               ABSTAIN
                    [_]                       [_]                            [_]

      2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special  Meeting or any  adjournment or
postponement  thereof.  As  of  the  date  of  the  Proxy  Statement/Prospectus,
management of the Company is not aware of any such other business.


Dated: _________              Signature:_______________________________________

                              Signature: _______________________________________

                              Print Name:______________________________________

                              Print Name:______________________________________

                              Title: ___________________________________________


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      (Please  date and sign here  exactly as name  appears on this Proxy.  When
signing as  attorney,  administrator,  trustee or  guardian,  give full title as
such;  and when stock has been  issued in the name of two or more  persons,  all
should sign.)

If you plan to attend the Special Meeting, please mark this box    [_]


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