March 17, 1997





VIA CMRRR NO. P 115 327 042

Mr. John B. Marvin
32721 Meadow Mountain Road
Evergreen, Colorado  80439

         Re:      Toucan Gold Corporation (the "Company")

Dear John:

         Enclosed  herewith are the Warrant  Agreement and Warrant  Certificate,
which have been executed by the Company,  that replace the Starlight Acquisition
Warrants.  The material  terms of the  replacement  warrant are identical to the
Starlight Acquisition Warrants.

         Please do not hesitate to call me if you have any questions  concerning
the foregoing.

                                                              Very truly yours,


                                                              /s/Mark D. Wigder
                                                              -----------------
                                                              Mark D. Wigder



MDW:sam
enclosures

CORPDAL:63158.1  29976-00001

<PAGE>
                                WARRANT AGREEMENT


         This WARRANT  AGREEMENT  (the  "Agreement"),  dated as of July 29, 1996
(the  "Effective  Date"),  is made by and  between  Toucan Gold  Corporation,  a
Delaware corporation (the "Company"), and John B. Marvin (the "Warrantholder").

         The  Company  is the  successor  to  Starlight  Acquisitions,  Inc.,  a
Colorado corporation ("Starlight"), pursuant to the reincorporation of Starlight
into the Company on the Effective Date (the  "Reincorporation").  This Agreement
is being entered into pursuant to the terms of that certain  Warrant  Agreement,
dated May 10, 1996,  by and between  Starlight  and each of Jay Lutsky,  John B.
Marvin,  R. Haydn Silleck  and Peter S. Daley (the "Prior  Warrant  Agreement"),
which is being  reissued in the form hereof as a result of the  Reincorporation.
The Prior Warrant  Agreement was issued in  connection  with the Share  Exchange
Agreement,  dated  as of  May  10,  1996,  by  and  between  Starlight  and  the
shareholders of Toucan Mining Limited.

         The Company hereby agrees to issue to the  Warrantholder,  the warrants
hereinafter described (the "Warrants") to purchase an aggregate of 25,000 shares
(the "Warrant Shares")  (subject to adjustment  pursuant to SECTION 8 hereof) of
the Company's common stock, par value $0.01 per share (the "Common Shares"),  at
an Exercise Price determined in accordance with SECTION 7 hereunder.

         In  consideration  of the foregoing and for the purpose of defining the
terms and provisions of the Warrants and the respective  rights and  obligations
thereunder, the Company and the Warrantholder,  for value received, hereby agree
as follows:

         SECTION 1.  FORM OF WARRANT CERTIFICATES; TRANSFERABILITY OF WARRANTS.

         1.1 FORM OF WARRANT  CERTIFICATE.  The Warrants shall be evidenced by a
certificate  substantially as set forth in EXHIBIT A attached hereto (a "Warrant
Certificate").  The  Warrant  Certificate  shall be  executed  on  behalf of the
Company  by its  Chairman  of  the  Board,  Chief  Executive  Officer  or a Vice
President.  A Warrant Certificate bearing the signature of an individual who was
at any  time  the  proper  officer  of  the  Company  shall  bind  the  Company,
notwithstanding that such individual shall have ceased to hold such office prior
to the  delivery of such Warrant or did not hold such office on the date of this
Agreement.  Each Warrant  Certificate  shall be numbered and  registered  on the
books of the  Company  when it is  issued,  and shall be dated as of the date of
signature  thereof by the Company either upon initial issuance or upon division,
exchange, substitution or transfer.

         1.2 TRANSFER. The Warrant Certificate shall be transferable only on the
books of the Company  maintained at its  principal  office at 8201 Preston Road,
Suit 600, Dallas,  Texas 75225, or wherever its principal  executive offices may
then be located upon delivery thereof duly endorsed by the  Warrantholder or its
duly authorized attorney or representative, or accompanied by proper evidence of
succession,  assignment  or  authority  to transfer.  Upon any  registration  of
transfer, the Company shall execute and deliver a new Warrant Certificate to the
person entitled

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thereto.  All  transfers  shall be made subject to the  provisions of SECTION 13
hereof.  In the event the Warrants or any portion thereof are  transferred,  the
subsequent  holder  thereof shall have no greater rights than those afforded the
Warrantholder hereunder.

         1.3 DIVISION OF WARRANTS.  Subject to all federal and state  securities
laws,  a Warrant  Certificate  may be divided or  combined,  upon request to the
Company by the  Warrantholder,  into a certificate or certificates  representing
the right to purchase the same aggregate  number of Warrant  Shares.  Unless the
context  indicates  otherwise,   the  term  "Warrantholder"  shall  include  any
transferee or transferees of the Warrants  pursuant to this  SUBSECTION 1.3, and
the term "Warrants" shall include any and all Warrants  outstanding  pursuant to
this  Agreement,  including  those  evidenced by a certificate  or  certificates
issued  upon  division,  exchange,  substitution  or  transfer  pursuant to this
Agreement.

         SECTION 2.  LEGEND ON WARRANT  SHARES.  Each  certificate  for  Warrant
Shares  initially  issued upon  exercise of the  Warrant,  unless at the time of
exercise such Warrant Shares are registered under the Securities Act of 1933, as
amended (the "Securities Act"), shall bear the following legend:

                  "The  shares  represented  by this  certificate  have not been
         registered  under the  Securities  Act of 1933, as amended (the "Act"),
         and applicable state  securities laws, and may not be sold.  exchanged,
         hypothecated  or  transferred  in any  manner  in the  absence  of such
         registration or an exemption  therefrom.  The shares are subject to the
         terms of a certain Warrant Agreement,  dated July 29, 1996, pursuant to
         which they were issued."

         Any certificate  issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of  a  public  distribution  pursuant  to a  registration  statement  under  the
Securities  Act of the Warrant Shares  represented  thereby) shall also bear the
above legend unless, in the opinion of counsel  satisfactory to the Company, the
securities represented thereby need no longer be subject to such restrictions.

         SECTION 3. TERM OF  WARRANTS.  Subject to the terms of this  Agreement,
the Warrantholder shall have the right, at any time during the period commencing
at 9:00 a.m.,  Dallas,  Texas time,  on May 10,  1996,  and ending at 5:00 p.m.,
Dallas,  Texas time, on the later of (i) the eighteenth month anniversary of May
10,  1996,  or (ii) the sixth  month  anniversary  of the  closing  of the first
registration of the offering of the Company's  securities pursuant to SECTION 10
hereof (the  "Termination  Date"), to purchase from the Company up to the number
of fully paid and nonassessable Warrant Shares that the Warrantholder may at the
time be entitled to purchase  pursuant to this Agreement,  upon surrender to the
Company, at its principal office, of the certificate  evidencing the Warrants to
be exercised,  duly completed and signed, and upon payment to the Company of the
Exercise Price (as defined in and  determined in accordance  with the provisions
of  SECTIONS  7 AND 8 hereof),  for the  number of Warrant  Shares in respect of
which such Warrants are then exercised, but in no event for less than 25 Warrant
Shares,  unless the Warrant entitled the  Warrantholder on exercise to less than
25 Warrant  Shares,  in which event the Warrant can be exercised for such lesser
number of Warrant Shares.

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         SECTION 4. EXERCISE.  Payment of the aggregate  Exercise Price shall be
made in cash or by check. Upon surrender of the Warrant Certificates and payment
of such  Exercise  Price as  aforesaid,  the Company shall issue and cause to be
delivered  with all  reasonable  dispatch  to or upon the  written  order of the
Warrantholder  and in such name or names as the  Warrantholder  may  designate a
certificate or  certificates  for the number of full Warrant Shares so purchased
upon the exercise of the Warrants,  together with cash, as provided in SECTION 9
hereof, in respect of any fractional Warrant Shares otherwise issuable upon such
surrender.  Such certificate or certificates shall be deemed to have been issued
and any person so  designated to be named therein shall be deemed to have become
a holder of record of such Warrant Shares as of the date of the surrender of the
Warrant  Certificate  and the  payment  of the  Exercise  Price,  as  aforesaid,
notwithstanding that the certificates  representing the Warrant Shares shall not
actually  have been  delivered or that the stock  transfer  books of the Company
shall then be closed. The Warrants shall be exercisable,  at the election of the
Warrantholder,  either in full or from  time to time in part  and,  in the event
that a certificate  evidencing the Warrants is exercised in respect of less than
all of the Warrant Shares specified therein at any time prior to the Termination
Date, a new certificate  evidencing the remaining Warrants will be issued by the
Company.

         SECTION 5.  MUTILATED  OR  MISSING  WARRANT  CERTIFICATES.  In case the
certificate or  certificates  evidencing the Warrants shall be mutilated,  lost,
stolen or destroyed,  the Company  shall,  at the request of the  Warrantholder,
issue and deliver in exchange and substitution for and upon  cancellation of the
mutilated certificate or certificates, a new Warrant Certificate or certificates
of like tenor and  representing an equivalent  right or interest,  but only upon
receipt  of  evidence  satisfactory  to the  Company  of  such  loss,  theft  or
destruction  of  such  Warrants  and a bond of  indemnity,  if  requested,  also
satisfactory in form and amount,  at the applicant's  cost.  Applicants for such
substitute  Warrant  Certificate  shall also comply  with such other  reasonable
requirements and pay such other reasonable charges as the Company may prescribe.

         SECTION 6. RESERVATION OF WARRANT SHARES. There has been reserved,  and
the  Company  shall at all times keep  reserved so long as all or any portion of
the Warrants  remains  outstanding,  out of its authorized  Common Shares,  such
number of Warrant  Shares as shall be subject to purchase  under such portion of
the Warrant that remains outstanding.

         SECTION 7. EXERCISE PRICE.  The price per Share (the "Exercise  Price")
at which Warrant  Shares shall be  purchasable  upon the exercise of the Warrant
shall be $4.00.  The Exercise Price as determined  hereunder shall be subject to
further adjustment pursuant to Section 8 hereof.

         SECTION 8.  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.

         8.1 GENERAL. The number of Warrant Shares purchasable upon the exercise
of the Warrants and the Exercise Price shall be subject to adjustment  from time
to time upon the happening of certain events, as follows:

                  (A) In case the  Company  shall (i) pay a  dividend  in Common
         Shares or make a  distribution  in Common  Shares,  (ii)  subdivide its
         outstanding Common Shares,  (iii) combine its outstanding Common Shares
         into a smaller number of Common Shares

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         (by way of a  reverse  stock  split  or  otherwise)  or (iv)  issue  by
         reclassification  of its Common Shares other securities of the Company,
         the number of Warrant Shares  purchasable upon exercise of the Warrants
         immediately  prior thereto shall be adjusted so that the  Warrantholder
         shall be entitled  to receive the kind and number of Warrant  Shares or
         other  securities of the Company that it would have owned or would have
         been  entitled  to  receive  after the  happening  of any of the events
         described above, had the Warrants been exercised  immediately  prior to
         the  happening of such event or any record date with  respect  thereto.
         Any  adjustment  made pursuant to this  SUBSECTION  8.1(A) shall become
         effective   immediately   after  the  effective   date  of  such  event
         retroactive to the record date, if any, for such event.

                  (B) In case the Company shall issue rights, options,  warrants
         or convertible securities to all or substantially all of the holders of
         its Common Shares,  without any charge to such holders,  entitling them
         to subscribe for or purchase Common Shares at a price per share that is
         lower at the record date mentioned below than the Exercise  Price,  the
         number of Warrant Shares  thereafter  purchasable  upon the exercise of
         the Warrants shall be determined by  multiplying  the number of Warrant
         Shares  theretofore  purchasable upon the exercise of the Warrants by a
         fraction,  of which the numerator  shall be the number of Common Shares
         outstanding  immediately prior to the issuance of such rights, options,
         warrants or convertible securities plus the number of additional Common
         Shares  offered  for  subscription  or  purchase,   and  of  which  the
         denominator   shall  be  the  number  of  Common   Shares   outstanding
         immediately prior to the issuance of such rights, options,  warrants or
         convertible  securities  plus the  number  of  Common  Shares  that the
         aggregate  offering  price of the total number of Common Shares offered
         would purchase at the Exercise  Price.  Such  adjustment  shall be made
         whenever such rights,  options,  warrants or convertible securities are
         issued, and shall become effective  immediately and retroactively after
         the record  date for the  determination  of  shareholders  entitled  to
         receive such rights, options, warrants or convertible securities.

                  (C)  In  case  the  Company   shall   distribute   to  all  or
         substantially  all of the holders of its Common Shares evidences of its
         indebtedness or assets  (excluding cash dividends or distributions  out
         of earnings) or issue,  to all or  substantially  all of such  holders,
         without  any  charge to such  holders,  rights,  options,  warrants  or
         convertible  securities  containing  the  right  to  subscribe  for  or
         purchase  Common Shares  (excluding  those referred to in PARAGRAPH (B)
         above),  then in each case the  number  of  Warrant  Shares  thereafter
         purchasable  upon the exercise of the Warrants  shall be  determined by
         multiplying the number of Warrant Shares  theretofore  purchasable upon
         exercise of the Warrants by a fraction, of which the numerator shall be
         the Exercise Price on the date of such  distribution,  and of which the
         denominator  shall be the  Exercise  Price on such date  minus the then
         fair value of the portion of the assets or evidences of indebtedness so
         distributed  or  of  such  rights,  options,  warrants  or  convertible
         securities  applicable  to one  share.  Such  adjustment  shall be made
         whenever any such  distribution  is made and shall become  effective on
         the  date  of  distribution  retroactive  to the  record  date  for the
         determination of shareholders entitled to receive such distribution.


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                  (D) No adjustment in the number of Warrant Shares  purchasable
         hereunder  shall be required  unless such  adjustment  would require an
         increase or decrease of at least one percent in the aggregate number of
         Warrant Shares then  purchasable  upon the exercise of the Warrants or,
         if the Warrants are not then exercisable,  the number of Warrant Shares
         purchasable  upon  the  exercise  of the  Warrants  on the  first  date
         thereafter that the Warrants become exercisable; provided however, that
         any  adjustments  that by  reason  of this  SUBSECTION  8.1(D)  are not
         required to be made immediately shall be carried forward and taken into
         account in any subsequent adjustment.

                  (E) Whenever the number of Warrant Shares purchasable upon the
         exercise  of the  Warrants  is  adjusted  as  herein  provided  in this
         SUBSECTION  8.1,  the  Exercise  Price  payable  upon  exercise  of the
         Warrants  shall  be  adjusted  by   multiplying   such  Exercise  Price
         immediately  prior to such  adjustment  by a  fraction,  of  which  the
         numerator  shall be the number of Warrant Shares  purchasable  upon the
         exercise of the Warrant  immediately  prior to such adjustment,  and of
         which  the  denominator  shall  be the  number  of  Warrant  Shares  so
         purchasable immediately thereafter.

                  (F) Whenever the number of Warrant Shares purchasable upon the
         exercise of the  Warrants or the  Exercise  Price is adjusted as herein
         provided in this SUBSECTION 8.1, the Company shall cause to be promptly
         mailed  to the  Warrantholder  in  accordance  with the  provisions  or
         SECTION 12  hereof,  notice of such  adjustment  or  adjustments  and a
         certificate of a firm of independent public accountants selected by the
         Board of Directors  of the Company (who may be the regular  accountants
         employed by the  Company)  setting  forth the number of Warrant  Shares
         purchasable  upon the exercise of the  Warrants and the Exercise  Price
         after such  adjustment,  a brief  statement of the facts requiring such
         adjustment and the computation by which such adjustment was made.

                  (G) For the purpose of this  SUBSECTION  8.1, the term "Common
         Shares"  shall  mean (i) the class of shares  designated  as the Common
         Shares of the Company at the date of this  Agreement  or (ii) any other
         class of shares resulting from successive changes or  reclassifications
         of such Common Shares including changes in par value, or from par value
         to no par value,  or from no par value to par value,  in the event that
         at any time, as a result of an adjustment made pursuant to this SECTION
         8, the  Warrantholder  shall become  entitled to purchase any shares of
         the Company  other than Common  Shares,  thereafter  the number of such
         other  shares so  purchasable  upon  exercise of the  Warrants  and the
         Exercise Price of such shares shall be subject to adjustment  from time
         to time in a manner and on terms as nearly equivalent as practicable to
         the provisions of this SECTION 8.

                  (H) Upon the  expiration of any rights,  options,  warrants or
         conversion  privileges referred to in this SECTION 8, if such shall not
         have been  exercised,  the number of Warrant  Shares  purchasable  upon
         exercise of the  Warrants  and the  Exercise  Price,  to the extent the
         Warrants have not then been exercised,  shall, upon such expiration, be
         readjusted  and shall  thereafter  be such as they  would have been had
         they been originally  adjusted (or had the original adjustment not been
         required,  as the  case may be) on the  basis of (A) the fact  that the
         only Common Shares so issued were the Common Shares, if any,

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         actually issued or sold upon the exercise of such privileges,  options,
         warrants or conversion rights and (B) the fact that such Common Shares,
         if any, were issued or sold for the consideration  actually received by
         the Company upon such exercise plus the consideration, if any, actually
         received  by the Company  for the  issuance,  sale or grant of all such
         rights,   options,   warrants  or  conversion  rights  whether  or  not
         exercised;  provided, however, that no such readjustment shall have the
         effect of increasing  the Exercise  Price by an amount in excess of the
         amount of the  adjustment  initially  made in respect of the  issuance,
         sale or grant of such rights, options, warrants or convertible rights.

         8.2   NO ADJUSTMENT OF DIVIDENDS. Except as provided in SUBSECTION 8.1,
no  adjustment  in respect  of  dividends  shall be made  during the term of the
Warrants or upon the exercise thereof.

         8.3   PRESERVATION   OF   PURCHASE   RIGHTS   UPON    RECLASSIFICATION,
CONSOLIDATION,  ETC. In case of any  consolidation of the Company with or merger
of the Company into another  corporation or in case of any sale or conveyance to
another person of the property, assets or business of the Company as an entirety
or substantially as an entirety, the Company or such successor or purchaser,  as
the case may be, shall  execute  with the  Warrantholder  an agreement  that the
Warrantholder shall have the right thereafter upon payment of the Exercise Price
in effect  immediately  prior to such  action to purchase  upon  exercise of the
Warrants the kind and amount of shares and other  securities  and property  that
the  Warrantholder  would have owned or have been  entitled to receive after the
happening of such  consolidation,  merger,  sale or conveyance  had the warrants
been  exercised  immediately  prior  to such  action.  In the  event of a merger
described  in Section  368(a)(2)(E)  of the Internal  Revenue  Code of 1986,  as
amended,  in which  the  Company  is the  surviving  corporation,  the  right to
purchase  Warrant Shares under the Warrants shall  terminate on the date of such
merger and  thereupon  the  Warrants  shall become null and void but only if the
controlling  corporation  shall  agree  to  substitute  for the  Warrants  other
warrants that entitle the holders  thereof to purchase,  upon exercise  thereof,
the kind and  amount  of shares  and  other  securities  and  property  that the
Warrantholder  would have owned or had been entitled to receive had the Warrants
been exercised  immediately  prior to such merger.  The adjustments  required by
this  SUBSECTION  8.3  shall be  effected  in a manner  that  shall be as nearly
equivalent as may be  practicable to the  adjustments  provided for elsewhere in
this SECTION 8. The provisions of this  SUBSECTION 8.3 shall  similarly apply to
successive consolidations, mergers, sales or conveyances.

         8.4 STATEMENT ON WARRANT  CERTIFICATE.  Irrespective of any adjustments
in the  Exercise  Price or the  number  or kind of shares  purchasable  upon the
exercise of the Warrants, the Warrant Certificate or certificates theretofore or
thereafter  issued may continue to express the same price and number and kind of
shares  as are  stated  in the  Warrants  initially  issuable  pursuant  to this
Agreement.

         SECTION 9.  FRACTIONAL  SHARES.  The  Company  shall not be required to
issue fractional Warrant Shares on the exercise of the Warrants. If any fraction
of a Warrant  Share  would,  except  for the  provisions  of this  SECTION 9, be
issuable on the exercise of the Warrants (or  specified  portion  thereof),  the
Company shall pay an amount in cash equal to the then Current Market Price

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multiplied by such fraction.  For purposes of this Agreement,  the term "Current
Market   Price"  shall  mean  (i)  if  the  Common  Shares  are  traded  in  the
over-the-counter  market and not in the NASDAQ Market System (National Market or
SmallCap) or on any national securities  exchange,  the average mean between the
per  share  closing  bid  and  asked  prices  of  the  Common  Shares  on the 30
consecutive trading days immediately preceding the date in question, as reported
by NASDAQ Market System or an equivalent  generally  accepted reporting service,
or (ii) if the Common Shares are traded in the NASDAQ  Market  System  (National
Market or SmallCap) or on a national securities exchange, the average for the 30
consecutive trading days immediately preceding the date in question of the daily
per share  closing  prices of the  Common  Shares in the  NASDAQ  Market  System
(National Market or SmallCap) or on the principal  securities  exchange on which
they are  listed,  as the case may be. The closing  price  referred to in clause
(ii) above shall be the last  reported  sales price or, in case no such reported
sale takes place on such day, the average of the reported  closing bid and asked
prices, in either case in the NASDAQ Market System (National Market or SmallCap)
or on the  principal  securities  exchange  on which the Common  Shares are then
listed.

         SECTION 10.  REGISTRATION RIGHTS

         10.1 PIGGYBACK REGISTRATION.  If the Company shall at any time propose,
on or after  May 10,  1996,  the  registration  under the  Securities  Act of an
offering of its equity securities,  the Company shall give written notice of its
intention as promptly as practicable of such proposed  registration  to each and
every  Warrantholder or holder of Warrant Shares. The Company shall use its best
efforts  to  cause  the  registration  (and the  offering  if  requested  by the
Warrantholder)  of  the  Warrant  Shares  owned  by  the  Warrantholder  as  the
Warrantholder  shall request  (within 10 days after the receipt of notice) to be
included,  upon the same terms  (including the method of  distribution),  in any
such offering; provided, however, that:

          (A) the Company  shall not be required to give notice or include  such
     Warrant Shares in any such registration if the proposed registration is (A)
     a  registration  of a stock option or  compensation  plan or of  securities
     issued  or  issuable  pursuant  to any such plan or (B) a  registration  of
     securities  proposed to be issued in exchange for  securities or assets of,
     or in connection with a merger or consolidation with another corporation;

          (B)  the  Company  may,  without  the  consent  of the  Warrantholder,
     withdraw such  registration  statement and abandon the proposed offering in
     which the Warrantholder had requested to participate; and

          (C) the  registration  rights set forth in this  Section 10.1 shall be
     applicable to all Warrant Shares owned by the Warrantholder.

         10.2 TERMS AND CONDITIONS. The registration rights of the Warrantholder
pursuant to this SECTION 10 are subject to the following terms and conditions:

                  (A) The  Warrantholder  shall  provide the  Company  with such
         information  with respect to the Warrant  Shares to be sold,  the plans
         for the proposed disposition thereof and

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         such other  information  as shall,  in the  opinion of counsel  for the
         Company,  be  necessary  to  enable  the  Company  to  include  in such
         registration statement all material facts required to be disclosed with
         respect to the Warrantholder.

                  (B) All expenses  incurred by the Company in  connection  with
         any  registration  requested  under  this  Section  will be paid by the
         Company.  Such  expenses  include,  but are not  limited  to,  printing
         expenses  (including  for  such  number  of  registration   statements,
         prospectuses  and  other  filed  material  as the  Warrantholder  shall
         reasonably  request),  "blue  sky"  fees  and  expenses  and  fees  and
         disbursements  of counsel and accountants for the Company,  except that
         in any such requested  registration,  the  Warrantholder  shall pay the
         fees and  disbursements of its counsel and any  underwriting  discounts
         and commissions with respect to such Warrantholder's Warrant Shares.

                  (C) The  Company  will take all  necessary  action that may be
         required in qualifying or registering  the Warrant Shares included in a
         registration  statement,  for offering and sale under the securities or
         blue sky laws of such states as are requested by the  Warrantholder  of
         such securities.

         10.3     UNDERWRITING.  The Warrantholder and the Company each agree in
connection with any registration of Warrant Shares contemplated by this section:

          (I) to enter into an  appropriate  underwriting  agreement  containing
     terms   and   provisions    (including    reasonable   provisions   as   to
     indemnification)  customary in such  agreements.  The  Warrantholder  shall
     indemnify  the  Company and the  underwriters  as to  information  provided
     pursuant to SECTION 10.2, the Company shall indemnify the  Warrantholder as
     to  information   contained  in  the   registration   statement,   and  the
     underwriters  shall  indemnify  the  Company  and the  Warrantholder  as to
     information provided by such underwriters;

          (II) to permit  the  Company,  in its sole  discretion,  to select the
     managing underwriter(s) for any registration under SECTION 10.1;

          (III)  to  provide  the  Warrantholder  and its  representatives  with
     reasonable opportunity for due diligence, if any; and

          (IV)  notwithstanding the foregoing,  if the offering of the Company's
     securities  pursuant  to such  registration  statement  is to be made by or
     through underwriters,  the Company shall not be required to include Warrant
     Shares  therein  if and to the extent  that the  underwriter  managing  the
     offering  reasonably  believes  in good  faith  that such  inclusion  would
     materially  adversely affect such offering.  The number of Common Shares to
     be included in the registration shall be reduced as follows:  the number of
     Common Shares held by Warrantholder and by other  shareholders  pursuant to
     other piggyback registration rights ("Additional Holders") shall be reduced
     pro  rata  among  the  Warrantholder(s)  and the  Additional  Holder(s)  in
     accordance  with the  number of Common  Shares  entitled  to be  registered
     pursuant to  piggyback  registration  rights by such  Warrantholder(s)  and
     Additional Holder(s).

CORPDAL:61599.2  29976-00001
                                                         8

<PAGE>



         11.  NO  RIGHTS  AS  SHAREHOLDER;  NOTICES  TO  WARRANTHOLDER.  Nothing
contained in this Agreement or in the Warrant  Certificate shall be construed as
conferring  upon  the  Warrantholder,  or  its  transferees,  any  rights  as  a
shareholder  of the Company,  including  the right to vote,  receive  dividends,
consent  or  receive  notices as a  shareholder  in  respect  of any  meeting of
shareholders  for the election of directors of the Company or any other  matter.
If,  however,  at any time prior to the  expiration of the Warrants and prior to
the exercise thereof, any of the following events shall occur:

          (A) any action that would  require an  adjustment  pursuant to SECTION
     8.1 OR 8.3; or

          (B) a  dissolution,  liquidation  or winding up of the Company  (other
     than in connection  with a  consolidation,  merger or sale of its property,
     assets and business as an entirety) shall be proposed;

then in any one or more of said events, the Company shall give notice in writing
of such event to the  Warrantholder as provided in SECTION 12 hereof at least 20
days  prior to the  date  fixed as a  record  date or the  date of  closing  the
transfer  books  for  the  determination  of the  shareholders  entitled  to any
relevant dividend, distribution,  subscription rights or other rights or for the
determination  of  shareholders  entitled to vote on such proposed  dissolution,
liquidation  or winding up. Such notice  shall  specify  such record date or the
date of closing the transfer books, as the case may be.

         SECTION  12.  NOTICES.  Any notice  pursuant to this  Agreement  by the
Company or by the Warrantholder  shall be in writing and shall be deemed to have
been duly given if  delivered  by hand or if mailed by  certified  mail,  return
receipt requested, postage prepaid, addressed as follows:

          (A) If to the  Warrantholder  - to the  address  as set  forth  on the
     signature page hereof.

          (B) If to the Company - to the address first set forth above;

or to such other  address as any such party may designate by notice to the other
party.  Notices shall be deemed given at the time they are delivered  personally
or three days after they are mailed in the manner set forth above.

         SECTION 13.  ASSIGNMENT.  This  Agreement is binding upon and inures to
the benefit of the parties  hereto and their  respective  heirs,  successors and
permitted assigns. This Agreement cannot be assigned, amended or modified by the
parties hereto,  except by written agreement executed by the parties;  provided,
however,   that  upon  10  days'  prior  written  notice  to  the  Company,  the
Warrantholder may assign this Agreement and its rights and obligations hereunder
to any person or entity, without the consent of the Company,  provided, that the
transferee  agrees  to be  bound  by the  terms  of  this  Agreement  as if such
transferee were a Warrantholder  and, provided  further,  that the assignment is
made pursuant to a valid exemption from registration

CORPDAL:61599.2  29976-00001
                                                         9

<PAGE>



under the Securities Act. If requested by the Company,  the Warrantholder  shall
have furnished to the Company an opinion of counsel  reasonably  satisfactory to
the Company to such effect.

          SECTION  14.   COUNTERPARTS.   This   Agreement  may  be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

          SECTION 15. HEADINGS. The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

          SECTION 16.  GOVERNING  LAW. This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of Colorado  applicable  to
contracts made and to be performed entirely within such state, without regard to
its principles of conflicts of laws.

          SECTION 17. SEVERABILITY. If any provision of this Agreement shall for
any reason be held invalid or unenforceable, such invalidity or unenforceability
shall  not  affect  any  other  provision  hereof  and this  Agreement  shall be
construed as if such invalid or unenforceable provision had never been contained
herein.

CORPDAL:61599.2  29976-00001
                                                        10

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, on the day and year first above written.

TOUCAN GOLD CORPORATION



By:/s/Oliver Lennox-King
   ---------------------
Name:Oliver Lennox-King
Title:President and CEO

WARRANTHOLDER:


/s/John B. Marvin
-----------------                          Address:  32721 Meadow Mountain Road
John B. Marvin                                       Evergreen, Colorado  80439

CORPDAL:61599.2  29976-00001
                                                        11

<PAGE>



                                    EXHIBIT A

                               WARRANT CERTIFICATE

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY APPLICABLE STATE SECURITIES ACT,
AND MAY NOT BE  PLEDGED,  HYPOTHECATED,  TRANSFERRED,  OFFERED  FOR SALE OR SOLD
EXCEPT IN ACCORDANCE WITH SUCH ACTS AND THE RULES AND REGULATIONS THEREUNDER.

                              TO PURCHASE SHARES OF
                             TOUCAN GOLD CORPORATION

         THIS CERTIFIES THAT for value received,  John B. Marvin ("Holder"),  is
the holder of  Warrants to purchase  from  Toucan Gold  Corporation,  a Delaware
corporation  ("Toucan"),  at such time as provided in the Warrant  Agreement (as
hereinafter  defined),  25,000 fully paid and nonassessable shares of the Common
Stock, $.01 par value  ("Shares"),  of Toucan, at the purchase price and subject
to the adjustments provided in the Warrant Agreement (the "Exercise Price") upon
presentation  and  surrender  of this  Warrant  Certificate.  As provided in the
Warrant  Agreement,  the Shares that may be  purchased  upon the exercise of the
Warrants  evidenced  by this  Warrant  Certificate  are,  upon the  happening of
certain events,  subject to modification and adjustment.  In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than the total  number of  Warrants  evidenced  hereby,  there  shall be
issued to Holder a new Warrant Certificate evidencing the number of Warrants not
exercised.  No adjustment shall be made for any dividends on any Shares issuable
upon exercise of this Warrant.

         This  Warrant  Certificate  is subject to, and entitled to the benefits
of, all of the terms, provisions and conditions of a Warrant Agreement, dated as
of July 29, 1996 (the "Warrant  Agreement"),  between  Toucan and Holder,  which
Warrant  Agreement is hereby  incorporated  herein by reference  and made a part
hereof  and to which  Warrant  Agreement  reference  is  hereby  made for a full
description  of the  rights,  limitation  of  rights,  obligations,  duties  and
immunities  hereunder of Toucan and Holder.  Copies of the Warrant Agreement are
on file at the principal office of Toucan.

         Holder shall not be entitled to vote or receive  dividends or be deemed
the holder of Common  Stock of Toucan  that may at any time be  issuable  on the
exercise  hereof for any purpose,  nor shall  anything  contained in the Warrant
Agreement  or herein be construed  to confer upon  Holder,  as such,  any of the
rights of a  shareholder  of Toucan  or any  right to vote for the  election  of
directors or upon any matter  submitted to shareholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value or change of stock to no par value,  consolidation,  merger, conveyance or
otherwise) or, to receive rights or otherwise,  until the Warrants  evidenced by
this Warrant  Certificate  shall have been  exercised as provided in the Warrant
Agreement.


CORPDAL:61599.2  29976-00001

<PAGE>



         IN WITNESS  WHEREOF,  Toucan has caused this Warrant  Certificate to be
duly executed as of the date first written above.

                                                TOUCAN GOLD CORPORATION



                                                By:
                                                Print Name:
                                                Title:

CORPDAL:61599.2  29976-00001

<PAGE>



                               WARRANT CERTIFICATE

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY APPLICABLE STATE SECURITIES ACT,
AND MAY NOT BE  PLEDGED,  HYPOTHECATED,  TRANSFERRED,  OFFERED  FOR SALE OR SOLD
EXCEPT IN ACCORDANCE WITH SUCH ACTS AND THE RULES AND REGULATIONS THEREUNDER.

                              TO PURCHASE SHARES OF
                             TOUCAN GOLD CORPORATION

         THIS CERTIFIES THAT for value received,  John B. Marvin ("Holder"),  is
the holder of  Warrants to purchase  from  Toucan Gold  Corporation,  a Delaware
corporation  ("Toucan"),  at such time as provided in the Warrant  Agreement (as
hereinafter  defined),  25,000 fully paid and nonassessable shares of the Common
Stock, $.01 par value  ("Shares"),  of Toucan, at the purchase price and subject
to the adjustments provided in the Warrant Agreement (the "Exercise Price") upon
presentation  and  surrender  of this  Warrant  Certificate.  As provided in the
Warrant  Agreement,  the Shares that may be  purchased  upon the exercise of the
Warrants  evidenced  by this  Warrant  Certificate  are,  upon the  happening of
certain events,  subject to modification and adjustment.  In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than the total  number of  Warrants  evidenced  hereby,  there  shall be
issued to Holder a new Warrant Certificate evidencing the number of Warrants not
exercised.  No adjustment shall be made for any dividends on any Shares issuable
upon exercise of this Warrant.

         This  Warrant  Certificate  is subject to, and entitled to the benefits
of, all of the terms, provisions and conditions of a Warrant Agreement, dated as
of July 29, 1996 (the "Warrant  Agreement"),  between  Toucan and Holder,  which
Warrant  Agreement is hereby  incorporated  herein by reference  and made a part
hereof  and to which  Warrant  Agreement  reference  is  hereby  made for a full
description  of the  rights,  limitation  of  rights,  obligations,  duties  and
immunities  hereunder of Toucan and Holder.  Copies of the Warrant Agreement are
on file at the principal office of Toucan.

         Holder shall not be entitled to vote or receive  dividends or be deemed
the holder of Common  Stock of Toucan  that may at any time be  issuable  on the
exercise  hereof for any purpose,  nor shall  anything  contained in the Warrant
Agreement  or herein be construed  to confer upon  Holder,  as such,  any of the
rights of a  shareholder  of Toucan  or any  right to vote for the  election  of
directors or upon any matter  submitted to shareholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value or change of stock to no par value,  consolidation,  merger, conveyance or
otherwise) or, to receive rights or otherwise,  until the Warrants  evidenced by
this Warrant  Certificate  shall have been  exercised as provided in the Warrant
Agreement.

         IN WITNESS  WHEREOF,  Toucan has caused this Warrant  Certificate to be
duly executed as of the date first written above.

CORPDAL:61599.2  29976-00001

<PAGE>


                                             TOUCAN GOLD CORPORATION



                                             By:
                                             Print Name:
                                             Title:

CORPDAL:61599.2  29976-00001