STARLIGHT ACQUISITIONS, INC.
                               1328 STARWOOD LANE
                            EVERGREEN, COLORADO 80439

                AMENDED NOTICE OF SPECIAL MEETING OF STOCKHOLDERS


To the Stockholders of Starlight Acquisitions, Inc.:

         NOTICE IS HEREBY GIVEN that the Special  Meeting of  Stockholders  (the
"Special Meeting") of Starlight Acquisitions,  Inc. (the "Company") will be held
at the offices of Jenkens & Gilchrist,  a  Professional  Corporation,  1445 Ross
Avenue,  Suite 3200,  Dallas,  Texas on the 29th day of July, 1996 at 10:00 a.m.
(local time) for the following purposes:

               1.   To  consider  and act upon a proposal to  reincorporate  the
                    Company in the State of Delaware by merging the Company into
                    a wholly-owned Delaware subsidiary, Toucan Gold Corporation,
                    pursuant to an Agreement and Plan of Merger; and

               2.   To transact such other  business as may be properly  brought
                    before the meeting.

         The Board of  Directors  has fixed  the close of  business  on June 18,
1996,  as  the  record  date  (the  "Record  Date")  for  the  determination  of
stockholders  entitled  to  notice  of  and  to  vote  at  such  meeting  or any
adjournment(s)  thereof. Only stockholders of record at the close of business on
the Record Date are entitled to notice of and to vote at the Special Meeting.

                                 BY ORDER OF THE BOARD OF DIRECTORS


                                 ROBERT JEFFCOCK
                                 Secretary


DATED:  JULY 19, 1996


         YOU ARE URGED TO VOTE UPON THE MATTERS PRESENTED AND TO COMPLETE, SIGN,
DATE AND PROMPTLY  RETURN THE ENCLOSED  PROXY IN THE  ENVELOPE  PROVIDED.  IT IS
IMPORTANT FOR YOU TO BE  REPRESENTED  AT THE SPECIAL  MEETING.  THE EXECUTION OF
YOUR PROXY WILL NOT  AFFECT  YOUR RIGHT TO VOTE IN PERSON IF YOU ARE  PRESENT AT
THE SPECIAL MEETING.

CORPDAL:52781.1  29976-00001

<PAGE>
                                      PROXY

                          STARLIGHT ACQUISITIONS, INC.
                               1328 STARWOOD LANE
                            EVERGREEN, COLORADO 80439


          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.


         The undersigned hereby appoints Robert Jeffcock and L. Clark Arnold and
each of them,  as proxies,  each with the power to appoint his  substitute,  and
hereby  authorizes them to represent and vote, as designated  below,  all of the
shares of the Common Stock, no par value, of Starlight  Acquisitions,  Inc. (the
"Company"),  held of record by the  undersigned on June 18, 1996, at the special
meeting (the "Special  Meeting") of  Stockholders  to be held on July ___, 1996,
and any adjournment(s) thereof.


         THIS PROXY,  WHEN  PROPERLY  EXECUTED  AND DATED,  WILL BE VOTED IN THE
MANNER  DIRECTED HEREIN BY THE  UNDERSIGNED  STOCKHOLDER(S).  IF NO DIRECTION IS
MADE,  THIS PROXY WILL BE VOTED FOR ITEM 1, AND  OTHERWISE IN THE  DISCRETION OF
PROXIES WITH RESPECT TO ANY MATTER REFERRED TO IN ITEM 2.

         1. PROPOSAL TO APPROVE THE  REINCORPORATION OF THE COMPANY IN THE STATE
OF  DELAWARE BY MERGING THE COMPANY  INTO A  WHOLLY-OWNED  DELAWARE  SUBSIDIARY,
TOUCAN  GOLD  CORPORATION,  PURSUANT  TO AN  AGREEMENT  AND PLAN OF  MERGER,  AS
DESCRIBED IN THE COMPANY'S PROXY STATEMENT RELATING TO THE SPECIAL MEETING.

               [ ] FOR       [ ] AGAINST       [ ] ABSTAIN

         2.  IN THEIR DISCRETION, THE PROXIES  ARE AUTHORIZED TO VOTE UPON  SUCH
OTHER BUSINESS AS MAY BE PROPERLY BROUGHT BEFORE THE MEETING.


                    Dated:  ________________, 1996


                    ------------------------------------------------------------
                    Signature

                    ------------------------------------------------------------
                    Signature, If Held Jointly

                    Please execute this proxy as your name appears hereon.  When
                    shares are held by joint  tenants,  both should  sign.  When
                    signing as  attorney,  executor,  administrator,  trustee or
                    guardian,  please give full title as such. If a corporation,
                    please sign in full corporate name by the president or other
                    authorized  officer.  If  a  partnership,   please  sign  in
                    partnership  name by authorized  person.  PLEASE MARK, SIGN,
                    DATE AND RETURN  THIS  PROXY  PROMPTLY,  USING THE  ENCLOSED
                    ENVELOPE,  TO THE  TRANSFER  AGENT  WHO  WILL  SERVE  AS THE
                    INSPECTOR OF ELECTION.

CORPSA:2402.1  29976-00001
                                                         

<PAGE>

                         SUPPLEMENT DATED JULY 19, 1996
                               TO PROXY STATEMENT
                               DATED JULY 16, 1996
                         OF STARLIGHT ACQUISITIONS, INC.

         This   Supplement   should  be  read  in  conjunction   with  Starlight
Acquisition, Inc.'s Proxy Statement dated July 16, 1996 (the "Proxy Statement").
Terms not defined herein shall have the same meaning as in the Proxy Statement.

         The Section  entitled  "Appraisal  Rights" found on pages 14 -15 of the
Proxy Statement should be omitted and replaced with the following paragraphs:

                  Appraisal  Rights.  Under both  Colorado and  Delaware  law, a
         shareholder of a corporation  participating  in certain major corporate
         transactions may, under varying circumstances, be entitled to appraisal
         rights  pursuant  to which such  shareholder  may  receive  cash in the
         amount  of the fair  market  value of his or her  shares in lieu of the
         consideration  he or she would  otherwise  receive in the  transaction.
         Under  Delaware law, such  appraisal  rights are not available (a) with
         respect to the sale, lease or exchange of all or substantial all of the
         assets of a corporation,  (b) with respect to a merger or consolidation
         by a  corporation  the shares of which are either  listed on a national
         securities exchange or are held of record by more than 2,000 holders if
         such  stockholders  receive  only shares of the  surviving  corporation
         surviving  a merger  if no vote of the  stockholders  of the  surviving
         corporation  is  required  to  approve  the merger  because  the merger
         agreement  does not amend the existing  certificate  of  incorporation,
         each share of the surviving corporation outstanding prior to the merger
         is an identical outstanding or treasury share after the merger, and the
         number of shares to be issued in the merger  does not exceed 20% of the
         shares of the surviving  corporation  outstanding  immediately prior to
         the merger and if certain other conditions are met.

                  Under Colorado law, a shareholder,  whether or not entitled to
         vote,  is entitled  to dissent and obtain  payment of the fair value of
         his or  her  shares  in the  event  of any of the  following  corporate
         actions:  (1) consummation of a plan of merger to which the corporation
         is a party if  approval  by the  shareholders  is  required  either  by
         statute or by the articles of  incorporation  or the  corporation  is a
         subsidiary that is merged with its parent corporation; (2) consummation
         of a plan of share exchange to which the  corporation is a party as the
         corporation whose shares will be acquired;  (3) consummation of a sale,
         lease,  exchange, or other disposition of all, or substantially all, of
         the  property  of the  corporation  for  which  a  shareholder  vote is
         required;  and (4) consummation of a sale,  lease,  exchange,  or other
         disposition of all, or substantially  all, of the property of an entity
         controlled by the  corporation if the  shareholders  of the corporation
         were  entitled  to vote  upon the  consent  of the  corporation  to the
         disposition.  In addition,  a  shareholder,  whether or not entitled to
         vote,  is entitled  to dissent and obtain  payment of the fair value of
         the  shareholder's  shares in the event of an amendment to the articles
         of incorporation  that materially and adversely  affects certain rights
         in respect of the shares.

                  Under  Colorado  law,  if  the  Proposed   Reincorporation  is
         approved,  shareholders of the Company who dissent from the Merger will
         be entitled to receive  payment in cash of the fair value of all of the
         shares of Common  Stock in the Company  registered  in their  names.  A
         dissenting  shareholder  who wishes to receive cash for his shares must
         do the following: (1) file a written notice to the Company prior to the
         vote on the approval of the Proposed Reincorporation being taken at the
         Special Meeting;  and (2) not vote in favor of approval of the Proposed
         Reincorporation at the Special Meeting.  Within ten (10) days after the
         Effective Date, the Company shall give a written  dissenters' notice to
         all shareholders who complied with the steps described in the preceding
         sentence.  The  dissenters'  notice shall be  accompanied by a form for
         demanding  payment and set the date by which the Company  must  receive
         the payment demand form and certificates representing the shares. To be
         entitled to payment for the shares,  the  dissenting  shareholder  must
         demand  payment and deposit the  shareholder's  stock  certificates  as
         required  by the  date set in the  dissenters'  notice.  If  these  and
         certain other required procedures are not followed exactly as set forth
         in Section  7-113-201,  et seq. the Colorado Business  Corporation Act,
         dissenting  shareholders  of the Company may be unable to enforce their
         right to receive

CORPSA:2402.1  29976-00001
                                                         

<PAGE>



         payment  for their  shares.  As required  by Section  7-113-201  of the
         Colorado Business Corporation Act, a copy of Sections 7-113-101 through
         7-113-302 is attached hereto as Exhibit A.

         The discussion set forth herein and in the Proxy Statement is qualified
in  its  entirety  by  reference  to  the  Agreement  and  Plan  of  Merger,  in
substantially  the form  attached  hereto as Exhibit B, and the  Certificate  of
Incorporation of Toucan attached hereto as Exhibit C.

         IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE  SPECIAL  MEETING  AND WISH THEIR STOCK TO BE VOTED ARE
URGED TO DATE,  SIGN AND RETURN THE  ACCOMPANYING  PROXY IN THE  ENCLOSED  SELF-
ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

         PLEASE NOTE, HOWEVER, THAT THE PROXY ACCOMPANIED BY THE PROXY STATEMENT
DATED JULY 16, 1996 REMAINS VALID.  THEREFORE, IF YOU HAVE ALREADY RETURNED SUCH
PROXY,  THAT PROXY  REMAINS  VALID AND IT IS NOT NECESSARY FOR YOU TO RETURN THE
ATTACHED  PROXY.  IT IS ONLY NECESSARY TO RETURN THE ATTACHED PROXY IF, IN LIGHT
OF THIS SUPPLEMENT TO THE PROXY  STATEMENT OR FOR ANY OTHER REASON,  YOU WISH TO
CHANGE YOUR VOTE. YOU MAY CHANGE YOUR VOTE BY RETURNING THE ATTACHED PROXY,  AND
THE PROXY YOU  PREVIOUSLY  RETURNED  WILL  AUTOMATICALLY  BE  WITHDRAWN  AND THE
ATTACHED PROXY WILL BE VIEWED BY THE COMPANY AS YOUR VOTE. THE EXECUTION OF YOUR
PROXY  WILL NOT AFFECT  YOUR  RIGHT TO VOTE IN PERSON IF YOU ARE  PRESENT AT THE
SPECIAL MEETING.

                                            BY ORDER OF THE BOARD OF DIRECTORS


                                            ROBERT JEFFCOCK
                                            SECRETARY


JULY 19, 1996


CORPSA:2402.1  29976-00001
<PAGE>

                                   EXHIBIT A

<PAGE>

    Exhibit A conists of the state of Colorado's Dissenter's Right Statute.
           (Colorado Business Corporation Act, Section 7, Article 113)

<PAGE>

                                   EXHIBIT B

<PAGE>
                            AGREEMENT AND PLAN OF MERGER
                           OF TOUCAN GOLD CORPORATION
                             A DELAWARE CORPORATION
                                       AND
                          STARLIGHT ACQUISITIONS, INC.
                             A COLORADO CORPORATION


         THIS  AGREEMENT  AND PLAN OF  MERGER  dated as of July  29,  1996  (the
"Agreement")  is  between  Toucan  Gold  Corporation,   a  Delaware  corporation
("Toucan")   and   Starlight   Acquisitions,   Inc.,   a  Colorado   corporation
("Starlight").  Toucan and  Starlight  are  sometimes  referred to herein as the
"Constituent Corporations."

                                    RECITALS

         WHEREAS,  Toucan is a corporation duly organized and existing under the
laws of the  State of  Delaware  and has an  authorized  capital  of  32,000,000
shares,  30,000,000 of which are designated  "Common  Stock," par value $.01 per
share, and 2,000,000 of which are designated  "Preferred  Stock," par value $.01
per share.  As of July 29,  1996,  1,000  shares of Common Stock were issued and
outstanding,  all of which were held by Starlight.  No shares of Preferred Stock
are outstanding;

         WHEREAS,  Starlight is a corporation  duly organized and existing under
the laws of the State of Colorado and has an  authorized  capital of  32,000,000
shares,  30,000,000 of which are designated  "Common  Stock," no par value,  and
2,000,000 of which are designated  "Preferred  Stock," no par value.  As of July
29,  1996,  5,664,600  shares of Common  Stock were issued and  outstanding.  No
shares of Preferred Stock are issued and outstanding;

         WHEREAS,  the Board of Directors of Starlight has  determined  that for
the  purpose of  effecting  the  reincorporation  of  Starlight  in the State of
Delaware,  it is advisable and in the best interests of Starlight that Starlight
merge with and into Toucan upon the terms and conditions herein provided; and

         WHEREAS,  the  respective  Boards of Directors of Toucan and  Starlight
have approved this  Agreement and have directed that this Agreement be submitted
to a vote of their  respective  stockholders  and  executed  by the  undersigned
officers;

         NOW THEREFORE,  in consideration of the mutual agreements and covenants
set forth herein  Toucan and Starlight  hereby  agree,  subject to the terms and
conditions hereinafter set forth, as follows:




CORPDAL:52778.1  29976-00001
                                                         1

<PAGE>



                                    I. MERGER

         1.1 Merger.  In accordance with the provisions of this  Agreement,  the
Delaware  General  Corporation Law and the Colorado  Business  Corporation  Act,
Starlight  shall be merged  with and into Toucan (the  "Merger"),  the  separate
existence of Starlight  shall cease and Toucan shall be and is herein  sometimes
referred  as,  the  "Surviving  Corporation,"  and  the  name  of the  Surviving
Corporation shall be Toucan Gold Corporation.

     1.2 Filing and  Effectiveness.  The Merger shall become  effective when the
following actions shall have been completed.

                  (a) This  Agreement  and Merger  shall have been  adopted  and
approved by the stockholders of each Constituent  Corporation in accordance with
the  requirements  of the  Delaware  General  Corporation  Law and the  Colorado
Business Corporation Act.

                  (b) All of the conditions precedent to the consummation of the
Merger  specified in this Agreement  shall have been satisfied or duly waived by
the party entitled to satisfaction thereof.

                  (c) An executed  Agreement and Plan of Merger or a Certificate
of Merger with respect thereto meeting the  requirements of the Delaware General
Corporation  Law shall have been filed with the  Secretary of State of the State
of Delaware, and

         The date and time when the Merger shall become effective, as aforesaid,
is herein called the "Effective Date of the Merger."

         1.3 Effect of the Merger.  Upon the Effective  Date of the Merger,  the
separate  existence  of  Starlight  shall  cease  and  Toucan  as the  Surviving
Corporation, (i) shall continue to possess all of its assets, rights, powers and
property as constituted  immediately  prior to the Effective Date of the Merger;
(ii) shall be subject to all  actions  previously  taken by its and  Starlight's
Board of  Directors;  (iii) shall succeed  without other  transfer to all of the
assets,  rights,  powers and  property of Starlight in the manner more fully set
forth in  Section  259 of the  Delaware  General  Corporation  Law;  (iv)  shall
continue  to be subject  to all of the debts,  liabilities  and  obligations  of
Toucan as constituted immediately prior to the Effective Date of the Merger; and
(v) shall succeed,  without other transfer, to all of the debts, liabilities and
obligation  of  Starlight  in the same  manner as if Toucan had itself  incurred
them, all as more fully provided under the applicable provisions of the Delaware
General Corporation Law and the Colorado Business Corporation Act.






CORPDAL:52778.1  29976-00001
                                                         2

<PAGE>



                  II. CHARTER DOCUMENTS DIRECTORS AND OFFICERS

         2.1 Certificate of  Incorporation.  The Certificate of Incorporation of
Toucan as in effect  immediately prior to the Effective Date of the Merger shall
continue in full force and effect as the  Certificate  of  Incorporation  of the
Surviving  Corporation  until duly  amended in  accordance  with the  provisions
thereof and applicable law.

         2.2 Bylaws.  The Bylaws of Toucan as in effect immediately prior to the
Effective  Date of the  Merger  shall  continue  in full force and effect as the
Bylaws of the Surviving  Corporation  until duly amended in accordance  with the
provisions thereof and applicable law.

         2.3  Directors  and  Officers.  The directors and officers of Starlight
immediately  prior to the  Effective  Date of the Merger shall be elected as the
directors and officers of the Surviving Corporation until their successors shall
have been duly elected and qualified or until as otherwise  provided by law, the
Certificate of Incorporation  of the Surviving  Corporation or the Bylaws of the
Surviving Corporation.


                       III. MANNER OF CONVERSION OF STOCK

         3.1 Starlight  Common  Shares.  Upon the Effective  Date of the Merger,
each share of  Starlight  Common  Stock,  no par value,  issued and  outstanding
immediately prior thereto (other than such shares (the "Dissenters'  Shares") as
to which  dissenters'  rights have been validly  perfected  and not withdrawn or
otherwise forfeited pursuant to the Colorado Business  Corporation Act) shall by
virtue of the Merger and without any action by the Constituent Corporations, the
holder of such shares or any other person be converted  into and  exchanged  for
one fully paid and  nonassessable  share of Common Stock,  no par value,  of the
Surviving Corporation.

         3.2 Starlight Preferred Shares.  There are no shares of Preferred Stock
of Starlight,  no par value,  issued and  outstanding  immediately  prior to the
Merger, and no shares of Preferred Stock shall be converted to and exchanged for
any securities of Toucan.

         3.3 Toucan Common Stock.  Upon the Effective  Date of the Merger,  each
share  of  Common  Stock,  no  par  value,  of  Toucan  issued  and  outstanding
immediately  prior thereto shall, by virtue of the Merger and without any action
by Toucan,  the  holder of such  shares or any other  person,  be  canceled  and
returned to the status of authorized but unissued shares.

         3.4 Exchange of  Certificates.  After the Effective Date of the Merger,
each  holder of an  outstanding  certificate  representing  shares of  Starlight
Common Stock (other than any "Dissenters' Shares") may be asked to surrender the
same for  cancellation  to an exchange  agent,  whose name will be  delivered to
holders prior to any requested  exchange (the "Exchange  Agent"),  and each such
holder  shall be  entitled  to receive in  exchange  therefor a  certificate  or
certificates  representing  the number of shares of the Surviving  Corporation's
Common Stock into which the

CORPDAL:52778.1  29976-00001
                                                         3

<PAGE>



surrendered shares were converted as herein provided. Until so surrendered, each
outstanding  certificate  theretofore  representing  shares of Starlight  Common
Stock shall be deemed for all purposes to represent  the number of shares of the
Surviving  Corporation's Common Stock into which such shares of Starlight Common
were converted in the Merger.

         The  registered  owner  on the  books  and  records  of  the  Surviving
Corporation or the Exchange  Agent of any such  outstanding  certificate  shall,
until such certificate shall have been surrendered for transfer or conversion or
otherwise accounted for to the Surviving Corporation or the Exchange Agent, have
and be entitled to exercise  any voting and other  rights with respect to and to
receive dividends and other distributions upon the shares of Common Stock of the
Surviving  Corporation  represented by such outstanding  certificate as provided
above.

         Each certificate representing Common Stock of the Surviving Corporation
so issued in the Merger shall bear the same legends, if any, with respect to the
restrictions on  transferability  as the  certificates of Starlight so converted
and given in exchange  therefore,  unless  otherwise  determined by the Board of
Directors of the Surviving Corporation in compliance with applicable laws.

         If any certificate for shares of the Surviving  Corporation's  stock is
to be issued in a name other than that in which the  certificate  surrendered in
exchange  therefor is  registered,  it shall be a condition of issuance  thereof
that the certificate so surrendered  shall be properly endorsed and otherwise in
proper form for transfer, that such transfer otherwise be proper and comply with
applicable  securities laws and that the person  requesting such transfer pay to
the Exchange  Agent any transfer or other taxes payable by reason of issuance of
such new  certificate in a name other than that of the registered  holder of the
certificate  surrendered  or  establish  to the  satisfaction  of the  Surviving
Corporation that such tax has been paid or is not payable.

                                   IV. GENERAL

         4.1  Covenants of Toucan.  Toucan covenants and agrees that it will, on
or before the Effective Date of the Merger:

                  (a) File any and all  documents  with the  Franchise Tax Board
for the State of Colorado  necessary for the  assumption by Toucan of all of the
franchise tax liabilities of Starlight.

                  (b) Take such other actions as may be required by the Colorado
Business Corporation Act.

         4.2  Further  Assurances.  From time to time,  as and when  required by
Toucan or by its successors or assigns, there shall be executed and delivered on
behalf of Starlight such deeds and other  instruments,  and there shall be taken
or  caused  to be  taken  by it such  further  and  other  actions  as  shall be
appropriate  or necessary in order to vest or perfect in or conform of record or
otherwise by Toucan the title to and possession of all the property,  interests,
assets, nights,

CORPDAL:52778.1  29976-00001
                                                         4

<PAGE>



privileges,  immunities,  powers,  franchises  and  authority of  Starlight  and
otherwise  to carry out the  purpose of this  Agreement,  and the  officers  and
directors of Toucan are fully  authorized in the name and on behalf of Starlight
or  otherwise to take any and all such action and to execute and deliver any and
all such deeds and other instruments.

         4.3  Abandonment.  At any time before the Effective Date of the Merger,
this  Agreement may be terminated and the Merger may be abandoned for any reason
whatsoever  by the Board of  Directors of either  Starlight or of Toucan,  or of
both,  notwithstanding  the approval of this  Agreement by the  shareholders  of
Starlight or by the sole stockholder of Toucan or by both.

         4.4 Amendment.  The Board of Directors of the Constituent  Corporations
may amend this  Agreement at any time prior to the filing of this  Agreement (or
certificate  in lieu  thereof)  with the  Secretary  of  State  of the  State of
Delaware,  provided  than an amendment  made  subsequent to the adoption of this
Agreement by the stockholders of either  Constituent  Corporation  shall not (i)
alter or change the amounts of kind of shares, securities, cash, property and/or
rights to be  received  in exchange  for or on  conversion  of all or any of the
shares of any class or series  thereof  of such  Constituent  Corporation;  (ii)
alter or change any term of the  Certificate of  Incorporation  of the Surviving
Corporation  to be effected  by the Merger;  or (iii) alter or change any of the
terms and  conditions  of this  Agreement  if such  alteration  or change  would
adversely  affect the  holders  of any class or series of  capital  stock of any
Constituent Corporation.

         4.5  Registered   Office.   The  registered  office  of  the  Surviving
Corporation  in the  State  of  Delaware  is 1013  Centre  Road,  in the City of
Wilmington 19805-1297,  County of New Castle, and the Prentice-Hall  Corporation
System is the registered agent of the Surviving Corporation at such address.

         4.6 Agreement. Executed copies of this Agreement will be on file at the
principal  place of  business  of the  Surviving  Corporation  at c/o  Jenkens &
Gilchrist,  1445 Ross Avenue, Suite 3200, Dallas,  Texas 75202-2799,  and copies
thereof will be furnished to any stockholder of either Constituent  Corporation,
upon request and without cost.

         4.7 Governing Law. This  Agreement  shall in all respects be construed,
interpreted  and  enforced in  accordance  with and  governed by the laws of the
State of  Delaware  and,  so far as  applicable,  the merger  provisions  of the
Colorado Business Corporation Act.

         IN WITNESS  WHEREOF,  this Agreement  having first been approved by the
resolutions of the Board of Directors of Toucan and Starlight is hereby executed
on behalf of each of such two  corporations  and  attested  by their  respective
officers thereunto duly authorized.


CORPDAL:52778.1  29976-00001
                                                         5

<PAGE>





                                    TOUCAN GOLD CORPORATION
                                    a Delaware corporation

                                    By:  ____________________________
                                    Robert Jeffcock, Chief Executive Officer and
                                    Chief Financial Officer and Secretary

ATTEST

-----------------------------
Robert Jeffcock, Secretary


                                    STARLIGHT ACQUISITIONS, INC.
                                    a Colorado corporation

                                    By:  ____________________________
                                    Robert Jeffcock, Chief Executive Officer and
                                    Chief Financial Officer



ATTEST

-----------------------------
Robert Jeffcock, Secretary

CORPDAL:52778.1  29976-00001
                                                         6

<PAGE>
                                   EXHIBIT C
<PAGE>
                          CERTIFICATE OF INCORPORATION

                                       OF

                             TOUCAN GOLD CORPORATION


        -----------------------------------------------------------------
                    Pursuant to the provisions of Section 102

                        of the General Corporation Law of

                              the State of Delaware
       -----------------------------------------------------------------

         I, the  undersigned,  for the  purpose of  creating  and  organizing  a
corporation  under the  provisions  of and  subject to the  requirements  of the
General Corporation Law of the State of Delaware, do HEREBY CERTIFY as follows:

         1. The  name  of  the  Corporation  is  Toucan  Gold  Corporation  (the
"Corporation").

         2. The address of the registered office of the Corporation in the State
of Delaware is 1013 Centre Road, in the City of Wilmington 19805-1297, County of
New Castle.  The name of the registered agent of the Corporation at such address
is The Prentice-Hall Corporation System, Inc.

         3. (a) The  nature of the  business  or  purposes  to be  conducted  or
promoted by the Corporation is to engage in any lawful business, act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware (the "DGCL").

                  (b) The  private  property  of the  stockholders  shall not be
subject to the payment of corporate debts to any extent whatsoever.

         4. The  aggregate  number of shares of all  classes of stock  which the
Corporation  shall have authority to issue is 32,000,000  shares,  consisting of
30,000,000  shares  of common  stock,  par value  $0.01 per share  (the  "Common
Stock"),  and  2,000,000  shares of  preferred  stock,  par value $.01 per share
("Preferred Stock").

                  The Preferred  Stock may be issued,  from time to time, in one
or more series as authorized by the Board of Directors.  The Board of Directors,
by resolution,  shall  designate that series to distinguish it from other series
and classes of stock of the  Corporation,  shall specify the number of shares to
be included in the series, and shall fix the terms,  rights,  restrictions,  and
qualifications of, the shares of the series,  including any preferences,  voting
powers, dividend rights and redemption,  sinking fund and conversion rights. The
relative  powers,  preferences  and rights of each series of Preferred  Stock in
relation to the powers, preferences and rights of each other series of Preferred
Stock shall be as fixed from time to time by the Board of Directors in

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<PAGE>



the resolution or resolutions authorizing the issuance of each series adopted by
the Board of Directors.

         5. No holder of shares of stock  of  the  Corporation  shall  have  any
preemptive or other right to receive any securities of the Corporation.

         6. (a) The number of  directors  of the  Corporation  shall be not less
than One (1) nor more than Nine (9),  the exact  number to be fixed from time to
time in the manner provided by the Bylaws of the Corporation.

                  (b) The power of the  incorporator  shall  terminate  upon the
filing  of  this   Certificate  of   Incorporation.   The  number  of  directors
constituting the initial Board of Directors of the Corporation is Three (3), and
the name and  address of the  persons  who are to serve as  directors  until the
first annual meeting of the  stockholders or until their  successors are elected
and qualified are:

                  Name                                      Address
                  -------------------------------------------------
         Robert P. Jeffcock                           2 The Promenade
                                                      Castletown
                                                      Isle of Man
                                                      1M91BJ

         L. Clark Arnold                              201 E. Rudasill Road
                                                      Tucson, Arizona 85704-6024

         Don D. Box                                   8201 Preston Road
                                                      Suite 600
                                                      Dallas, Texas 75225


                  (c) Election of directors need not be by written ballot unless
the  Bylaws  shall  so  provide.  Except  as  otherwise  required  by law,  this
Certificate of Incorporation or the provisions of any resolutions adopted by the
Board of Directors  authorizing the issuance of Preferred Stock,  each holder of
shares of Common Stock shall be entitled to one vote in respect of each share of
Common  Stock held in his name on the books of the  Corporation  on each  matter
voted upon by the  stockholders.  No holders of Common Stock of the  Corporation
shall have any rights to cumulate votes in the election of directors.

         7. The business affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, except as otherwise proved by law, this
Certificate  of  Incorporation  or the  Bylaws.  In  furtherance  of, and not in
limitation  of, the powers  conferred  by  statute,  the Board of  Directors  is
expressly  authorized to adopt, amend or repeal the Bylaws of the Corporation or
adopt new Bylaws, without any action on the part of the stockholders;  provided,
however, that no such adoption, amendment, or repeal shall be valid with respect
to Bylaw provisions that have

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<PAGE>



been adopted,  amended,  or repealed by the stockholders  and further  provided,
that Bylaws  adopted or amended by the Board of Directors and any powers thereby
conferred may be amended, altered, or repealed by the stockholders.

         8. The Corporation is to have perpetual existence.

         9. (a) A director of the Corporation  shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for such  liability as is  expressly  not subject to
limitation  under the DGCL,  as the same exists or may  hereafter  be amended to
further limit or eliminate such liability.

                  (b) The Corporation  shall, to the fullest extent permitted by
law,  indemnify any and all officers and directors of the Corporation,  and may,
to the fullest extent permitted by law or to such lesser extent as is determined
in the discretion of the Board of Directors,  indemnify and advance  expenses to
any and all  other  persons  whom it shall  have  power to  indemnify,  from and
against all expenses,  liabilities or other matters  arising out of their status
as such or their acts, omissions or services rendered in such capacities.

                  (c) The  Corporation  shall  have the  power to  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability.

                  (d) In addition to the powers and authority conferred upon the
Board of Directors by statute or by this Certificate of Incorporation, the Board
of  Directors  is hereby  empowered  to exercise all such powers and do all such
acts and things as may be exercised or done by the  Corporation,  subject to the
provisions of the DGCL, this Certificate of Incorporation and any Bylaws adopted
by  the  stockholders;   provided,  however,  that  no  Bylaws  adopted  by  the
stockholders shall invalidate any prior act of the Board of Directors that would
have been valid if such Bylaws had not been adopted.

         10.  The  Corporation  shall have the  right,  subject  to any  express
provisions or  restrictions  contained in the  Certificate of  Incorporation  or
Bylaws of the  Corporation,  from time to time,  to amend  this  Certificate  of
Incorporation or any provision  thereof in any manner now or hereafter  provided
by law,  and all  rights  and powers of any kind  conferred  upon a director  or
stockholder  of the  Corporation  by the  Certificate  of  Incorporation  or any
amendment thereof are conferred subject to such right.

         11. The name and mailing address of the incorporator of the Corporation
is Lesley Pettengill, Jenkens & Gilchrist, a Professional Corporation, 1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202.


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                                                        -3-

<PAGE>


         THE  UNDERSIGNED,  being the incorporator  hereinbefore  named, for the
purpose of forming a corporation  pursuant to the General Corporation Law of the
State  of  Delaware,  does  make  this  Certificate,  hereby  acknowledging  and
declaring and certifying that the foregoing  Certificate of Incorporation is her
act and deed and the facts herein stated are true, and  accordingly has hereunto
set her hand this 19th day of July, 1996.


                                                     /s/ Lesley Pettingill
                                                     ------------------------
                                                     Lesley Pettengill

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