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

                    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, 29th Floor, Dallas, Texas in the Henry Gilchrist Conference and Training
Center  on the  26th  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 16, 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.

CORPSA:2173.1  29976-00001

<PAGE>




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


                                 PROXY STATEMENT
                                       FOR
                         SPECIAL MEETING OF STOCKHOLDERS

                            TO BE HELD JULY 26, 1996


                    SOLICITATION AND REVOCABILITY OF PROXIES

         The  accompanying  proxy is  solicited  by the  Board of  Directors  of
Starlight Acquisitions, Inc. (the "Company"), to be voted at the special meeting
of  Stockholders  of the  Company  to be held on July  26,  1996  (the  "Special
Meeting"),  at the  time  and  place,  and for the  purposes,  set  forth in the
accompanying   Notice  of   Special   Meeting  of   Stockholders,   and  at  any
adjournment(s)  of that  meeting.  When  proxies  in the  accompanying  form are
properly executed and received,  the shares represented thereby will be voted at
the Special  Meeting in accordance  with the  directions  noted  thereon;  if no
directions are indicated,  the shares will be voted in favor of the proposal set
forth in this Proxy Statement, and in the discretion of the persons appointed as
proxies in the accompanying  form of proxy with respect to any other matter that
is properly brought before the meeting.

         Each Stockholder of the Company has the  unconditional  right to revoke
the proxy at any time  prior to its  exercise,  either in person at the  Special
Meeting  or by  written  notice to the  Company  addressed  as  follows:  Robert
Jeffcock,  Secretary,  Starlight  Acquisitions,  Inc.,  c/o Jenkens & Gilchrist,
P.C., 1445 Ross Avenue, Suite 3200, Dallas,  Texas 75202-2799.  No revocation by
written  notice shall be effective  unless such notice has been  received by the
Secretary  of the  Company  prior to the day of the  Special  Meeting  or by the
inspector of elections at the Special Meeting.

         The  principal  executive  offices of the  Company  are located at 1328
Starwood  Lane,  Evergreen,   Colorado  80439.  This  Proxy  Statement  and  the
accompanying  Notice of  Special  Meeting  of  Stockholders  and proxy are being
mailed to the Company's Stockholders on or about July 16, 1996.

         In  addition  to the  solicitation  of  proxies  by use of  this  Proxy
Statement, directors, officers, and regular employees of the Company may solicit
the  return  of  proxies  either  by mail,  personal  interview,  telephone,  or
telecopy.  Officers  and  employees  of the  Company  will  not  be  compensated
additionally for their solicitation efforts, but they will be reimbursed for any
out-of-pocket expenses incurred.

         All costs of paying,  printing,  assembling,  and mailing the Notice of
Special  Meeting of  Stockholders,  this Proxy  Statement,  the enclosed form of
proxy,  and  any  additional  materials,  as  well  as the  cost  of  forwarding
solicitation  materials to the beneficial owners of stock and all other costs of
solicitation, will be borne by the Company.




CORPSA:2173.1  29976-00001
                                                         1

<PAGE>



                             PURPOSE OF THE MEETING

         At the Special  Meeting,  the Company's  Stockholders  will be asked 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.

                                QUORUM AND VOTING

         The directors  have fixed the close of business on June 18, 1996 as the
record date (the "Record Date") for the determination of Stockholders to vote at
the Special  Meeting and any  adjournment  thereof.  As of the Record Date,  the
Company had issued and outstanding 5,664,600 shares of Common Stock.

         Each Stockholder of record of Common Stock will be entitled to one vote
per share in the matter that is called to vote at the Special Meeting.

         The presence,  either in person or proxy, of holders of the majority of
the voting  power of the  Company is  necessary  to  constitute  a quorum at the
Special Meeting.  Assuming the presence of a quorum, the affirmative vote of the
holders  of at least a majority  of the  outstanding  shares of Common  Stock is
required for the approval of the proposal.

         All proxies that are properly  completed,  signed and returned prior to
the  Special  Meeting  will be voted.  Any proxy given by a  Stockholder  may be
revoked at any time before it is exercised  by (i) filing with the  Secretary of
the Company an  instrument  revoking it, (ii) a duly  executed  proxy  bearing a
later date or (iii) the Stockholder attending the Special Meeting and expressing
a desire to vote his  shares  of Common  Stock in  person.  Abstentions,  broker
non-votes and proxies  directing that the shares are not to be voted will not be
counted as a vote in favor of a matter called for a vote.



CORPSA:2173.1  29976-00001
                                                         2

<PAGE>
                       BENEFICIAL OWNERSHIP OF THE COMPANY

         The following table sets forth, as of the close of business on June 18,
1996,  information as to the beneficial  ownership of shares of Common Stock for
each  director,  for all directors and  executive  officers as a group,  and any
person or "group" (as that term is used in Section 13(d)(3) of the Exchange Act)
who or which owns beneficially more than 5% of the Company's  outstanding shares
of Common Stock.  In addition,  except as set forth below,  the Company does not
know of any person or group who or which owns  beneficially  more than 5% of its
outstanding  shares of Common  Stock as of the close of  business  on the Record
Date.
<TABLE>
<CAPTION>

                                                                                          SHARES  OWNED (1)
                                                                                          -----------------
                                                                                                     PERCENT
                                                                                      NUMBER       OF CLASS(2)
                                                                                      ------       -----------
<S>                                                                                <C>                <C> 
 Clark Arnold(3)....................................................                 420,000           7.41
 Dunlaw Nominees...................................................                  294,000           5.19
 Caithness Limited(4)..............................................                1,238,734          21.87
 Zalcany Limited(5)................................................                  504,000           8.90
 Roy G. Williams(5)(6).............................................                   42,000           0.74
 Richard M. Harris(5)..............................................                   42,000           0.74
 Jonathan D. Harris(5).............................................                   42,000           0.74
 J. P. Jeffcock No. 2 Settlement(4)................................                  484,008           8.54
 Carlos Lins E. Silva(3)...........................................                  210,000           3.71
 Igor Mousasticoshvily(3)..........................................                  210,000           3.71
 Mustardseed Estates Ltd(5)(6).....................................                  210,000           3.71
 The Magnum Trust(4)...............................................                  105,000           1.85
 Sky Trust Company Limited.........................................                  456,571           8.06

-----------------------------
<FN>

         (1)      The persons named in this table have record ownership of  such
                  shares and except as indicated in the footnotes to this table,
                  the persons named in the table have sole voting and investment
                  power with respect to shares shown  as beneficially  owned  by
                  them.

         (2)      Based on 5,101,459 shares of Common Stock outstanding.
                                                         
         (3)      Director  or officer of the Company or  Mineradora  de Bauxita
                  Ltda., an authorized  mining company  organized under the laws
                  of Brazil,  and which is a wholly owned  subsidiary  of Toucan
                  Mining Limited.

         (4)      Reads Trust Company Limited, as trustees, have sole voting and
                  investment  control  with  respect to the  shares  held by the
                  following  shareholders:  Caithness Limited (1,238,734);  J.P.
                  Jeffcock  No.  2  Settlement   (484,008);   The  Magnum  Trust
                  (105,000);  this represents,  in the aggregate,  32.27% of the
                  capital of the Company  following  the recent Share  Exchange.
                  Mr.  Robert  Jeffcock  is  included  in a class  of  potential
                  beneficiaries in a Trust which owns Caithness Limited.

         (5)      Zalcany Limited is a company ultimately  controlled and  owned
                  by Mr. R.G.  Williams, Mr.  R.M. Harris  and Mr.  J.D. Harris.
                  Together  they  effectively  share the  voting and  investment
                  power of the shares in the Company held by Zalcany Limited.

         (6)      Mr. R.G. Williams' family owns the  equity  share  capital  of
                  Mustardseed Estates Limited.  Accordingly,  Mr. R.G.  Williams
                  controls or shares voting investment power over  the following
                  shareholders:   R.G.   Williams  (42,000);   Zalcany   Limited
                  (504,000); and Mustardseed  Estates  Limited  (210,000).  This
                  represents in  the  aggregate,  13.35%  of  the  issued  share
                  capital  of  the  Company  following  the  Share  Exchange (as 
</FN>
</TABLE>

<PAGE>

             PROPOSAL TO REINCORPORATE STARLIGHT ACQUISITIONS, INC.
                            IN THE STATE OF DELAWARE

INTRODUCTION

         The Board of Directors  believes that the best interests of the Company
and its  shareholders  will be served by changing the state of  incorporation of
the Company from  Colorado to Delaware and changing the name of the Company from
Starlight   Acquisitions,   Inc.  to  Toucan  Gold  Corporation  (the  "Proposed
Reincorporation").  Shareholders  are  urged  to read  carefully  the  following
sections of this Proxy Statement before voting on this proposal.

         Throughout  this Proxy  Statement,  the terms "Company" and "Starlight"
refer to  Starlight  Acquisitions,  Inc., a Colorado  corporation,  and the term
"Toucan" refers to Toucan Gold Corporation,  a Delaware  corporation.  As of the
date this Proxy Statement was mailed, the Certificate of Incorporation of Toucan
has yet to be filed with the Secretary of State of the State of Delaware. By the
date of the Special Meeting,  however,  the Certificate of Incorporation will be
filed with the Secretary of State of the State of Delaware and Toucan will be in
existence.  Any and all references to Toucan made in this Proxy  Statement refer
to Toucan as it is  contemplated  to exist by the date of the  Special  Meeting.
Toucan  is a  wholly-owned  subsidiary  of  Starlight,  which  is  the  proposed
successor of Starlight pursuant to the Proposed Reincorporation.

         The  Proposed  Reincorporation  will be effected by merging the current
Colorado company into a wholly-owned  Delaware subsidiary (the "Merger"),  which
subsidiary was incorporated for this purpose,  pursuant to an Agreement and Plan
of Merger (the "Merger  Agreement").  Upon  completion of the Merger,  Starlight
will cease to exist,  and Toucan will  continue  to operate the  business of the
Company  under the name  Toucan Gold  Corporation.  It is  anticipated  that the
Merger,  and thus the  Proposed  Reincorporation,  will  become  effective  (the
"Effective Date") on July 26, 1996, the date of the Special Meeting.  The Merger
and Proposed Reincorporation may, pursuant to the terms of the Merger Agreement,
be abandoned at the discretion of the Board of Directors if  circumstances  make
it inadvisable to proceed.

         If  the  Proposed   Reincorporation   is  approved  by  the   Company's
stockholders,  upon the  Effective  Date,  each  outstanding  share of Starlight
Common Stock,  no par value,  will be converted  into one share of Toucan Common
Stock, no par value.

         Under  Colorado  law,  the  affirmative  vote  of  a  majority  of  the
outstanding  shares of the Common  Stock is required  for approval of the Merger
Agreement  and the  other  terms  of the  Proposed  Reincorporation.  See  "Vote
Required for the Proposed Reincorporation."

         The  discussion  set  forth  below  is  qualified  in its  entirety  by
reference to the Merger  Agreement,  the Certificate of Incorporation of Toucan,
and the Bylaws of Toucan, copies of which will be provided by the Company to the
Company's stockholders upon written request to the Company addressed as follows:
Robert  Jeffcock,  Secretary,  Starlight  Acquisitions,   Inc.,  c/o  Jenkens  &
Gilchrist, P.C., 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202-2799.

         THE APPROVAL BY SHAREHOLDERS OF THE PROPOSED REINCORPORATION  REQUESTED
HEREBY WILL ALSO CONSTITUTE  APPROVAL OF THE MERGER  AGREEMENT,  THE CERTIFICATE
INCORPORATION OF TOUCAN, AND THE BYLAWS OF TOUCAN.

PRINCIPAL REASONS FOR THE PROPOSED REINCORPORATION

         For  many  years   Delaware  has  followed  a  policy  of   encouraging
incorporation  in that state and in furtherance of that policy has been a leader
in adopting,  construing and implementing  comprehensive and flexible  corporate
laws that are responsive to the legal and business needs of  corporations.  Many
publicly and privately held  corporations  initially  choose  Delaware for their
state of  incorporation  or  subsequently  change their  corporate  domiciles to
Delaware  in a manner  similar  to that  proposed  by the  Company.  Because  of
Delaware's prominence as the state of incorporation for many major corporations,
both the legislature and the courts in Delaware have demonstrated an ability and
a willingness to act quickly and  effectively to meet changing  business  needs.
The Delaware  courts have thereby  developed  considerable  expertise in dealing
with  corporate  issues,  and a  substantial  body  of case  law  has  developed
construing  Delaware  law and 


<PAGE>

establishing  public  policies  with  respect  to
corporate legal affairs.  On the other hand, the Colorado  Business  Corporation
Act  has not  been  interpreted  by the  courts  as  often  as has  the  General
Corporation  Law of  Delaware.  Consequently,  the Proposed  Reincorporation  in
Delaware  will provide a greater  predictability  with respect to the  Company's
corporate legal affairs.

ANTITAKEOVER IMPLICATIONS

         Delaware,  like many other  states,  permits a  corporation  to adopt a
number  of  measures  through  amendment  of its  corporate  charter,  bylaws or
otherwise  that  are  designed  to  reduce  a  corporation's   vulnerability  to
unsolicited  takeover  attempts.  In  addition,  there is  substantial  judicial
precedent in the Delaware courts as to the legal principles  applicable to these
defensive measures and as to the assessment of the conduct of board of directors
under the business judgment rule with respect to unsolicited takeover attempts.

         Certain  effects of the Proposed  Reincorporation  may be considered to
have anti-takeover implications. Section 203 of the Delaware General Corporation
Law ("Section 203") restricts certain "business  combinations"  with "interested
stockholders"  for  three  years  following  the date that a person  becomes  an
interested  stockholder,  unless the Board of  Directors  approves  the business
combination.  Corporations may opt out of the provisions of Section 203 and thus
decline its potential takeover  protection;  however, the Company may NOT do so.
See  "Significant  Differences  Between the  Corporation  Laws of  Colorado  and
Delaware--Stockholder Approval of Certain Business Combinations."

         In addition, certain changes to the relative rights of shareholders and
management  which  have  anti-takeover  implications  may be  implemented  under
Delaware  law,  although  the  Board of  Directors  does not  currently  plan to
implement any of these changes.  For a discussion of these and other differences
between the laws of Colorado and Delaware, see "Significant  Differences Between
the Corporation Laws of Colorado and Delaware."

         The Board of Directors believes that unsolicited takeover attempts,  in
addition to possibly  seriously  disrupting  the business and  management of the
Company,  may be unfair or  disadvantageous  to the Company and its shareholders
because:

          (i) A non-negotiated  takeover bid may be timed to take advantage of a
     temporarily depressed stock prices;

          (ii) A  non-negotiated  takeover  bid may be designed to  foreclose or
     minimize the possibility of more favorable competing bids; and

          (iii) A  non-negotiated  takeover bid may involve the  acquisition  of
     only a controlling  interest in the corporation's  stock, without affording
     all shareholders the opportunity to receive the same economic benefits.

         By contrast,  the Board of Directors  believes  that, by preserving the
process  whereby  an  acquiror  must  negotiate  with an  independent  board  of
directors, the Board can and should take account of the underlying and long-term
values  of  assets,  the  possibilities  for  alternative  transactions  on more
favorable terms, possible advantages from a tax-free  organization,  anticipated
favorable  developments in the Company's business not yet reflected in its stock
price and equality of treatment of all shareholders.

POSSIBLE DISADVANTAGES

         Despite  the  unanimous  belief  of the  Board  of  Directors  that the
Proposed  Reincorporation  is in the  best  interests  of the  Company  and  its
shareholders,  some  shareholders may find the proposal  disadvantageous  to the
extent that it has the effect of discouraging a future takeover attempt which is
not approved by the Board of Directors but which a majority of the  shareholders
deem to be in their best  interests  or in which  shareholders  are to receive a
substantial  premium for their shares over the then-current market value or over
their cost basis in such shares unless a majority of the stockholders  elected a
new board of directors.  As a result of these  effects,  shareholders  who might
wish to  participate  in a tender offer may not have an opportunity to do so. In
addition,  to the extent that such  provisions  enable the Board of Directors to

<PAGE>

resist a takeover or a change in control of the Company, they could make it more
difficult to change the existing  Board of Directors and  management or effect a
change  in  control  of  the  Company  which  is  opposed  by  the  Board.  This
strengthened  tenure and  authority of the Board of  Directors  could enable the
Board of  Directors  to resist  change and  otherwise  thwart  the  desires of a
majority of the shareholders.

         It should be noted  further that  Delaware law has been  criticized  by
some  commentators on the grounds that it does not afford minority  shareholders
the same  substantive  right and  protections  as are  available  in a number of
states.  For a comparison of  shareholders'  rights and the powers of management
under  Delaware  and  Colorado,   see  "Significant   Differences   Between  the
Corporation Laws of Colorado and Delaware."

         The Board of Directors has considered these potential disadvantages and
has concluded the potential  benefits of the Proposed  Reincorporation  outweigh
the possible disadvantages.

CHANGE OF COMPANY'S NAME

         The Proposed  Reincorporation will have the effect of changing the name
of the Company from Starlight Acquisitions, Inc. to Toucan Gold Corporation (the
"Name  Change").  The name Toucan Gold  Corporation  more  closely  reflects the
actual  operations  of the Company.  Upon  merging the Company  into  Toucan,  a
Delaware  corporation and  wholly-owned  subsidiary of the Company,  the Company
will cease to exist and Toucan  will  continue  to operate  the  business of the
Company under the name Toucan Gold Corporation.

 NO CHANGE IN THE BOARD MEMBERS, BUSINESS, MANAGEMENT, OR LOCATION OF PRINCIPAL
                            FACILITIES OF THE COMPANY

         The Proposed  Reincorporation  will change only the legal  domicile and
the name of the Company,  and cause other changes of a legal nature,  certain of
which are described in this Proxy Statement.  The Proposed  Reincorporation will
NOT result in any change in the  business,  management,  fiscal year,  assets or
location  of the  principal  facilities  of the  Company.  The three (3) current
directors of Starlight  will continue as the  directors of Toucan.  In addition,
the one (1)  advisory  director  of  Starlight  will  continue  as the  advisory
director of Toucan.

THE CHARTER AND BYLAWS OF STARLIGHT AND TOUCAN.

         The  provisions  of the Toucan  Certificate  of  Incorporation  and the
Bylaws   which   will  be  in  effect   immediately   following   the   Proposed
Reincorporation  are similar to those of the Starlight Articles of Incorporation
and Bylaws in most  respects.  The material  differences  between the  Starlight
Articles of Incorporation and Bylaws and the Toucan Certificate of Incorporation
and Bylaws  respectively  are described  below. AS NOTED ABOVE,  APPROVAL OF THE
PROPOSED REINCORPORATION WILL BE DEEMED TO BE APPROVAL OF THE TOUCAN CERTIFICATE
OF INCORPORATION AND BYLAWS.

         Delaware  law permits the  implementation  of certain  provisions  in a
corporation's  certificate of  incorporation or bylaws which would alter some of
the rights of shareholders  and the powers or management of a Colorado  company.
Although  the Board of Directors of the Company has no current plan to implement
several of these provisions, certain changes will be deemed approved by approval
of the Proposed  Reincorporation and further changes could be implemented in the
future by amendment of the Certificate of Incorporation  pursuant to stockholder
approval  and by  amendment  of the  Bylaws of Toucan by the Board of  Directors
without stockholder  approval.  For a discussion of such changes,  see the below
discussion and "Significant Differences Between the Corporation Laws of Colorado
and Delaware."

AUTHORIZED STOCK

         The  Articles  of   Incorporation   of  Starlight   (the  "Articles  of
Incorporation")  currently authorize two classes of capital stock, designated as
Common Stock and Preferred  Stock.  The Common Stock  consists of  3,000,000,000
shares,  no par value, and the Preferred Stock consists of 2,000,000  shares, no
par  value.  There  are  currently  no  shares of  authorized  but  undesignated
Preferred Stock under the Articles of Incorporation.

<PAGE>


         The  Certificate  of  Incorporation  of  Toucan  authorizes  a class of
30,000,000  shares of Common  Stock,  par value $.01 per  share,  and a class of
2,000,000 shares of Preferred Stock, par value $.01 per share.

         Change in Number of Directors Under Delaware law, the authorized number
of  directors  may be changed by  resolution  of the board of  directors.  Under
Colorado  law, the  directors  can change the  authorized  number of  directors,
unless a particular bylaw expressly prohibits the directors from doing so or the
articles of incorporation have expressly reserved such power to the shareholders
in whole or in part. The Articles of Incorporation of Starlight provide that the
directors are authorized to adopt,  confirm,  ratify,  alter, amend, rescind and
repeal the Bylaws. The Bylaws of Starlight  currently provide that the number of
directors  shall  be  fixed  from  time to time by  resolution  of the  Board of
Directors.  The Bylaws  also  provide  that there may not be less than three (3)
directors,  unless the outstanding  shares of the corporation are held of record
by fewer than three (3) shareholders,  in which event there need be only as many
directors as there are shareholders.  The currently  established number is three
(3). The Certificate of Incorporation and the Bylaws of Toucan provides that the
number of  directors  shall not be less than one (1) nor more than nine (9), the
exact number to be fixed from time to time  specified by resolution of the Board
of Directors; provided, however, no director's term




         If the Proposed Reincorporation is approved, the three (3) directors of
Starlight will serve as directors of Toucan,  and the one (1) advisory  director
of Starlight will serve as the advisory director of Toucan.

         Indemnification   and  Limitation  of  Liability  Under  Delaware  law,
Delaware  corporations are permitted to adopt a provision in their  certificates
of  incorporation  reducing or  eliminating  the  liability of a director to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  provided  that such  liability  does not arise from certain
prescribed conduct (including  intentional  misconduct and breach of the duty of
loyalty).  Colorado  has  adopted  a  similar  provision  which is  included  in
Starlight's  current  Articles  of  Incorporation.  Toucan  has  adopted  such a
provision in its Certificate of Incorporation.

         The  Delaware  General  Assembly  adopted an  amendment to the Delaware
General Corporation Law to add Section 102(b)(7), upon the recommendation of the
Delaware Bar  Association,  in response to changes in the market for  directors'
liability insurance, including significant increases in the number and magnitude
of lawsuits against  directors and the difficulty of obtaining such insurance on
traditional terms, or on any terms at all. The General Assembly  considered this
development a threat to the quality and stability of the  governance of Delaware
corporations  because of the  unwillingness  of directors  to serve  without the
protections  traditionally available to them against claims arising out of their
services and because of the deterrent effect on entrepreneurial  decision-making
by directors who do serve.  Article VIII of the Certificate of  Incorporation of
Toucan contains the limitation on liability permitted by Section 102(b)(7).

         Article 9,  subparagraph  (a) of the  Certificate of  Incorporation  of
Toucan eliminates  director liability to Toucan or its stockholders for monetary
damages  arising out of a director's  breach of his fiduciary  duty,  except for
such  liability as is  expressly  not subject to  limitation  under the Delaware
General  Corporation Law to further limit or eliminate such liability.  The duty
of care refers to the fiduciary duty of a director to be  sufficiently  diligent
and  careful in  considering  a  transaction  or taking or refusing to take some
corporate  action.  A breach of the duty of care by a director  may give rise to
liability for monetary damages caused to Toucan or its  stockholders.  Liability
for a breach of the duty of care arises when  directors  have failed to exercise
sufficient   care  in  reaching   decisions  or  otherwise   amending  to  their
responsibilities as directors. Article 9, subparagraph (a) of the Certificate of
Incorporation  of Toucan does not eliminate the duty of care, it only eliminates
monetary  damage  awards  occasioned  by a breach  of that  duty.  Thus,  if the
Proposed  Reincorporation  is  approved  and  Starlight  is merged with and into
Toucan,  a breach  of the duty of care  would  remain a valid  basis  for a suit
seeking to stop a proposed transaction from occurring. After the transaction has
occurred,  however,  the  stockholders  would  no  longer  have a claim  against
directors  for money  damages  based on the breach of the duty of care,  even if
that breach  involved gross  negligence on the part of the  directors.  See also
"Significant   Differences   Between  the  Corporation   Laws  of  Colorado  and
Delaware--Indemnification and Limitation of Liability.

     The  Certificate  of  Incorporation  does not limit or eliminate  liability
     based on the following types of claims:

<PAGE>


          1. Liability  based on a breach of the  director's  duty of loyalty to
     Toucan or its stockholders;

          2.  Liability  based on the  payment  of an  improper  dividend  or an
     improper  repurchase  of Toucan  stock under  Section  174 of the  Delaware
     General Corporation Law;

          3.  Liability  for actions or failures to act which the director  knew
     were in violation of law.

          4. Liability arising out of intentional misconduct by the director.

          5.  Liability  arising  out of any  transaction  pursuant to which the
     director received some improper personal benefit, and

          6.  Liability for actions taken or failures to act by the director not
     in good faith.

         The Company is not aware of any pending or threatened  claim that would
be covered by such  Article 9, nor has there been any  litigation  in the recent
past that would have been  affected had such Article 9 been in place at the time
of the conduct referred to in such litigation.

         The Board of Directors  believes that Article 9 of the  Certificate  of
Incorporation is in the best interests of Toucan and its stockholders in that it
maintains Toucan's ability to attract and retain qualified  individuals to serve
as directors of Toucan by assuring  directors  (and  potential  directors)  that
their good faith  decisions  will not be  second-guessed  by a court  evaluating
decisions  with the benefit of hindsight.  Such Article 9,  however,  limits the
remedies  available to stockholders  dissatisfied with a Board decision which is
protected  by such  Article  9,  directors  will not be  liable to Toucan or its
stockholders for business decisions made in good faith, including decisions made
in connection  with attempts to acquire Toucan,  even if such decisions  involve
gross  negligence  on  the  part  of  the  directors.  In  any  such  case,  the
stockholders'  only remedy would be to sue to stop the completion of the Board's
action.  In many situations,  this remedy may not be effective due to completion
of the Board's action.

         The  Board of  Directors  believes  that  the  diligence  exercised  by
directors  stems  primarily  from their  desire to act in the best  interests of
Toucan, and not from a fear of monetary damage awards.  Consequently,  the Board
believes that the level of scrutiny and care  exercised by directors will not be
lessened by the adoption of Article 9 of the Certificate of Incorporation.

         Loans to Officers and Employees.  Under Delaware law, a corporation may
make loans to,  guarantee the obligations of or otherwise assist its officers or
other employees and those of its subsidiaries  (including directors who are also
officers or  employees)  when such action,  in the judgment of the directors may
reasonably be expected to benefit the corporation. Therefore, in accordance with
Delaware  law,  Toucan  may make  loans  to,  guarantee  the  obligations  of or
otherwise  assist its officers or other employees and those of its  subsidiaries
(including  the directors who are also officers or employees)  when such action,
in the  judgment of the  directors,  may  reasonably  be expected to benefit the
corporation.

         Voting by Ballot.  Starlight's  Bylaws  provide  that the  election  of
directors at a  shareholders'  meeting may be by voice vote unless the presiding
officer  shall order or any  shareholder  shall demand that voting be by ballot.
Under  Delaware law, the need to vote by written  ballot may be restricted if so
provided in the certificate of  incorporation.  The Certificate of Incorporation
of Toucan  provides that  elections of directors  need not be by written  ballot
unless the Bylaws  provide for written  ballot.  The Bylaws of Toucan  currently
provide that election of directors need not be by written ballot.

SIGNIFICANT DIFFERENCES BETWEEN THE CORPORATION LAWS OF COLORADO AND DELAWARE

         The General  Corporation  Laws of Colorado and Delaware  differ in many
respects.  It is not  practical to describe all such  differences  in this Proxy
Statement,  but the  principal  differences  which could  materially  affect the
rights of shareholders are discussed below.

<PAGE>

         Size  of the  Board  of  Directors.  Under  Colorado  law,  bylaws  may
establish a range for the size of the board of directors by fixing a minimum and
maximum number of directors. If a range is established,  the number of directors
may be fixed or changed  from time to time within the range by the  shareholders
or the board.  In addition,  Colorado law provides  that (i) the board may amend
the  bylaws  at any time to add,  change,  or  delete a  provision,  unless  the
Colorado Business Corporation Act or the articles of incorporation  reserve such
power to the  shareholders or a particular  bylaw expressly  prohibits the board
from doing so; and (ii) the  shareholders  may amend the bylaws  even though the
bylaws  may also be  amended by the board.  Delaware  law  permits  the board of
directors  alone to change the  authorized  number or the range of  directors by
amendment to the bylaws,  unless the directors  are not  authorized to amend the
bylaws or the number of directors is fixed in the  certificate of  incorporation
(in which case a change in the number of directors may be made only by amendment
to the  certificate of  incorporation  following  approval of such change by the
stockholders).  The  Certificate of  Incorporation  of Toucan  provides that the
number of directors  will be not less than one (1) nor more than nine (9),  with
the exact  number to be fixed  from time to time in the manner  provided  by the
Bylaws,  and authorizes the Board of Directors to make, alter,  amend, or repeal
the Bylaws; provided, however, that no such adoption, amendment, or repeal shall
be valid with respect to Bylaw  provisions that have 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.  The ability of the Board of
Directors to alter the size of the Board without  stockholder  approval  enables
Toucan 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. The Bylaws of Toucan provide,  consistent with Delaware law, that
the size of the Board may be changed by  resolution  of the Board of  Directors;
provided,  however,  no  director's  term  shall be  shortened  by  reason  of a
resolution reducing the number of directors. If the Proposed  Reincorporation is
approved,  the three (3) directors of Starlight  who are currently  serving will
continue  as  directors  of  Toucan  after  the  Proposed   Reincorporation   is
consummated.

         Cumulative Voting. Generally,  under Colorado law, cumulative voting is
mandatory in the election of directors unless a statement that cumulative voting
is  prohibited  is  made in the  articles  of  incorporation.  The  Articles  of
Incorporation of Starlight  expressly  prohibit the cumulative  voting of shares
for the election of  directors.  Under  Delaware law,  cumulative  voting in the
election of directors is not  mandatory.  The  Certificate of  Incorporation  of
Toucan  provides  that no  shareholder  of Common Stock shall have any rights to
cumulate  votes in the election of  directors.  Accordingly,  cumulative  voting
rights  will  continue  to be  prohibited  if the  Proposed  Reincorporation  is
approved.

         Classified  Board of  Directors.  A classified  board is one to which a
certain  number,  but not all, of the directors are elected on a rotating  basis
each year. Under Colorado law,  directors must be elected  annually,  unless the
corporation's   articles  of  incorporation  provide  for  a  classified  board.
Similarly,  Delaware law permits,  but does not require,  a classified  board of
directors,  with  staggered  terms under  which  one-half  or  one-third  of the
directors are elected for terms of two or three years, respectively. This method
of electing directors makes changes in the composition of the board of directors
and thus a potential  change in control of a  corporation,  a lengthier and more
difficult  process.  Neither the Certificate of Incorporation  nor the Bylaws of
Toucan  provide for a classified  board of  directors.  The  establishment  of a
classified  board  following  the  Proposed  Reincorporation  would  require the
approval of the stockholders of Toucan.

         Power  to  Call  Special  Shareholders'  Meetings,  Advance  Notice  of
Stockholder  Business,  and Nominees.  Under Colorado law, a special  meeting of
shareholders  may be called by the board of  directors  or the person or persons
authorized  by the  bylaws  to call such a  meeting,  or the  holders  of shares
entitled  to cast  votes  not less than ten  percent  (10%) of the votes at such
meeting.  Under Delaware law, a special meeting of stockholders may be called by
the  board  of  directors  or by any  other  person  authorized  to do so in the
certificate of  incorporation  or the bylaws.  Although  permitted to do so, the
Bylaws of Toucan do not  eliminate the right of  stockholders  to call a special
meeting of stockholders; instead, the Bylaws authorize the Chairman of the Board
or the President to call a special  meeting,  and mandate that a special meeting
shall be called by the  President  or  Secretary  at the request in writing of a
majority of the Board of  Directors,  or by the holders of ten percent  (10%) or
more of the  outstanding  shares  of stock  of the  corporation.  Following  the
Proposed  Reincorporation,  the Board of Directors of Toucan could  (although it
has no current  intention to do so) amend the Bylaws to limit or  eliminate  the
right of stockholders to call a special  meeting of  stockholders.  The right of
the  stockholders  to call a special meeting is not set forth in the Certificate
of  Incorporation  of Toucan,  which may be amended only by stockholder  vote or
written  consent,  and  therefore  such right may be limited  or  eliminated  by
amendment of the Bylaws by the Board of  Directors.  Any such  limitation  could

<PAGE>

make it more difficult for  stockholders  to initiate  action that is opposed by
the Board of Directors.  Such action on the part of  stockholders  could include
the removal of an incumbent director, the election of a stockholder nominee as a
director, or the implementation of a rule requiring stockholder  ratification of
specific  defensive  strategies that have been adopted by the Board of Directors
with  respect to  unsolicited  takeover  bids.  In addition,  the Toucan  Bylaws
require timely advance notice in proper written form of stockholder nominees for
election as director or stockholder business to be brought before a meeting. The
ability of the board of directors  under  Delaware law to limit or eliminate the
right of  stockholders  to initiate  action at stockholder  meetings may make it
more difficult to change the existing board of directors and management.

         Actions by Written Consent of Shareholders. Under Colorado and Delaware
law,  shareholders  may  execute  an  action  by  written  consent  in lieu of a
shareholders' meeting. Delaware law provides that any action that could be taken
by  shareholders  at a meeting  may be taken  without a meeting  if a consent in
writing,  setting forth the action so taken,  is signed by the holders of record
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.  Colorado  law, on the other
hand,  provides  that  any  action  required  or  permitted  to  be  taken  at a
shareholders'  meeting may be taken without a meeting if all of the shareholders
entitled to vote thereon  consent to such action in writing.  Therefore,  unlike
Colorado law, Delaware law permits a majority of the shareholders of the Company
to take action without the need for a shareholders' meeting.

         Stockholder  Approval  of Certain  Business  Combinations.  In the last
several years,  a number of states (but not Colorado) have adopted  special laws
designed to make  certain  kinds of  "unfriendly"  corporate  takeovers or other
transactions  involving  a  corporation  and  one or  more  of  its  significant
shareholders  more  difficult.   Under  Section  203  of  the  Delaware  General
Corporation Law ("Section 203"),  certain  "business"  combinations" by Delaware
corporations  with  "interested   stockholders"  are  subject  to  a  three-year
moratorium unless specified conditions are met. There is no equivalent provision
in the Colorado Business Corporation Act to Section 203.

         Section  203  prohibits  a  Delaware  corporation  from  engaging  in a
"business  combination"  with  an  "interested   stockholder"  for  three  years
following  the date that such person  becomes an  interested  stockholder.  With
certain exceptions,  an interested stockholder is a person or group who or which
owns fifteen percent (15%) or more of the corporation's outstanding voting stock
(including  any  rights  to  acquire  stock  pursuant  to  an  option,  warrant,
agreement,  arrangement or understanding,  or upon the exercise of conversion or
exchange  rights,  and stock with respect to which the person has voting  rights
only),  or is an affiliate or associate of the  corporation and was the owner of
fifteen  percent  (15%) or more of such  voting  stock at any  time  within  the
previous three years.

         For purposes of Section 203, the term "business combination" is defined
broadly to include mergers with or caused by the interested  stockholder,  sales
or other dispositions to the interested stockholder (except proportionately with
the  corporation's  other  stockholders)  of  assets  of  the  corporation  or a
subsidiary  equal to ten percent or more of the  aggregate  market  value of the
corporation's  consolidated  assets or its  outstanding  stock,  the issuance or
transfer by the  corporation or a subsidiary of stock of the corporation or such
subsidiary to the interested  stockholder  (except for transfers in a conversion
or exchange or a pro rata  distribution or certain other  transactions,  none of
which increase the interested stockholder's proportionate ownership of any class
or series of the  corporation's or such  subsidiary's  stock); or receipt by the
interested  stockholder (except  proportionately as a stockholder),  directly or
indirectly,  of any loans,  advances,  guarantees,  pledges  or other  financial
benefits provided by or through the corporation or a subsidiary.

         The three-year moratorium imposed on business,  combinations by Section
203 does not apply if (i) prior to the date on which such stockholder becomes an
interested  stockholder  the board of  directors  approves  either the  business
combination  or the  transaction  which  resulted  in  the  person  becoming  an
interested stockholder, (ii) the interested stockholder owns eighty-five percent
(85%) of the  corporation's  voting stock upon  consummation  of the transaction
which made him or her an interested  stockholder (excluding from the eighty-five
percent (85%) calculation shares owned by directors who are also officers of the
target  corporation  and shares held by employee stock plans which do not permit
employees  to decide  confidentially  whether  to  accept a tender  or  exchange
offer);  or  (iii) on or  after  the date  such  person  becomes  an  interested
stockholder, the board approves the business combination and it is also approved
at a stockholder  meeting by sixty-six and  two-thirds  percent (66 2/3%) of the
voting stock not owned by the interested stockholder.

<PAGE>


         Section 203 only applies to Delaware corporations which have a class of
voting  stock that is listed on a national  securities  exchange is quoted on an
interdealer  quotation  system  such as NASDAQ or is held of record by more than
2,000 stockholders.  Although Section 203 will not be immediately  applicable to
Toucan  following  the Proposed  Reincorporation,  it may become  applicable  to
Toucan  sometime  in the  future.  A  Delaware  corporation  may elect not to be
governed  by  Section  203  by  a  provision  in  its  original  certificate  of
incorporation or an amendment thereto or to the bylaws,  which amendment must be
approved  by  majority  stockholder  vote and may not be further  amended by the
board of  directors.  Toucan may not elect not to be  governed  by  Section  203
should it become  applicable to it, and,  accordingly,  Section 203 may apply to
Toucan at such time as Toucan  has a class of voting  stock  that is listed on a
national securities exchange,  is quoted on an interdealer quotation system such
as NASDAQ or is held of record by more than 2,000 stockholders.

         The  constitutionality  of Section 203 has been challenged from time to
time in lawsuits  arising out of ongoing  takeover  disputes,  and it is not yet
clear  whether  and to what extent its  constitutionality  will be upheld by the
courts.  Although the United States  District Court for the District of Delaware
has  consistently  upheld the  constitutionality  of Section  203,  the Delaware
Supreme Court has not yet  considered  the issue.  The Company  believes that so
long as the  constitutionality  of  Section  203 is  upheld,  Section  203  will
encourage  any  potential  acquiror to  negotiate  with the  Company's  Board of
Directors.  Section  203  also has the  effect  of  limiting  the  ability  of a
potential acquiror to make a two-tiered bid for Toucan in which all stockholders
would not be treated equally.  Shareholders  should note that the application of
Section  203 to Toucan will confer upon the Board the power to reject a proposed
business  combination,  even  though a  potential  acquiror  may be  offering  a
substantial  premium for  Toucan's  shares over the  then-current  market  price
(assuming the stock is then publicly traded). Section 203 should also discourage
certain potential  acquirors  unwilling to comply with its provisions.  See also
"Shareholder Voting" herein.

         Removal of Directors.  Under Colorado law, one or more directors may be
removed,  with or  without  cause,  only if the number of votes cast in favor of
removal  exceeds  the number of votes cast  against  removal;  except  that,  if
cumulative  voting is in effect,  a director may not be removed if the number of
votes sufficient to elect the director under cumulative  voting is voted against
such removal. Under Delaware law, a director of a corporation that does not have
a  classified  board of directors  or  cumulative  voting may be removed with or
without cause with the approval of a majority of the outstanding shares entitled
to vote. In the case of a Delaware corporation having cumulative voting, if less
than the entire board is to be removed,  a director  may not be removed  without
cause if the number of votes cast against such removal  would be  sufficient  to
elect the director under  cumulative  voting. A director of a corporation with a
classified  board  of  directors  may be  removed  only  for  cause  unless  the
certificate   of   incorporation   otherwise   provides.   The   Certificate  of
Incorporation of Toucan prohibits  cumulative  voting and does not provide for a
classified board of directors.  Consequently, the charter documents of Starlight
and of Toucan are the same with regard to the  provisions  governing the removal
of  directors,  although the  Certificate  of  Incorporation  of Toucan could be
amended with the approval of the majority of the outstanding  shares entitled to
vote to provide otherwise.

         Filling Vacancies on the Board of Directors. Under Colorado law, unless
otherwise provided for in the articles of incorporation,  if a vacancy occurs on
a board of  directors,  including  a vacancy  resulting  from an increase in the
number  of  directors,  the  shareholders  may fill the  vacancy,  the  board of
directors  may  fill  the  vacancy,  or if the  directors  remaining  in  office
constitute  fewer than a quorum of the board,  they may fill the  vacancy by the
affirmative vote of a majority of all the directors  remaining in office.  Under
Delaware  law,  vacancies  and newly  created  directorships  may be filled by a
majority of the directors then in office (even though less than a quorum) unless
otherwise provided in the certificate of incorporation or bylaws (and unless the
certificate of  incorporation  directs that a particular  class is to elect such
director,  in which case any other  directors  elected by such class,  or a sole
remaining  director,  shall fill such  vacancy).  The Bylaws of Toucan  provide,
consistent with the Bylaws of Starlight, that any vacancy created by the removal
of a  director  by  the  stockholders  of  Toucan  may  only  be  filled  by the
affirmative vote of a majority of the remaining  directors then in office,  even
though  less  than a quorum of the Board of  Directors,  or by a sole  remaining
director. If the Proposed Reincorporation is approved, the Board of Directors of
Toucan could (although it has no current intention to do so) amend the Bylaws to
provide that only  stockholders may fill any vacancy created by the removal of a
director by the stockholders.

<PAGE>

         Indemnification and Limitation of Liability. Colorado and Delaware have
similar  laws  respecting  indemnification  by a  corporation  of its  officers,
directors,  employees  and other  agents.  The laws of both  states  also permit
corporations to adopt a provision in their charters eliminating the liability of
a director to the  corporation  or its  shareholders  for  monetary  damages for
breach of the director's  fiduciary duty of care. There are nonetheless  certain
differences  between the laws of the two states with respect to  indemnification
and limitation of liability.

         The Articles of Incorporation  of Starlight  eliminate the liability of
directors to the fullest extent  permissible  under  Colorado law.  Colorado law
does not,  however,  permit the  elimination  of monetary  liability  where such
liability  is based on:  (a) a breach of the  directors'  duty of loyalty to the
corporation or to its  shareholders;  (b) acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law;  (c) a
distribution made in violation of the Colorado  Business  Corporation Act or the
articles  of  incorporation;  or (d) any  transaction  from  which the  director
directly or indirectly  derived an improper personal benefit.  No provision in a
corporation's  articles of incorporation  shall eliminate or limit the liability
of a director to the corporation or to its shareholders for monetary damages for
any act or  omission  occurring  before the date when such a  provision  becomes
effective.

         The  Certificate of  Incorporation  of Toucan  likewise  eliminates the
liability of directors to the fullest extent  permissible  under Delaware law as
such law exists currently or as it may be amended in the future.  Under Delaware
law, such provision may not eliminate or limit director monetary  liability for:
(a)  breaches  of the  director's  duty of  loyalty  to the  corporation  or its
stockholders;  (b)  acts  or  omissions  not in  good  faith  or  involving  the
intentional misconduct or knowing violations of law; (c) the payment of unlawful
dividends or unlawful stock  repurchases or redemptions;  or (d) transactions in
which the director  received an improper  personal  benefit.  Such limitation of
liability provisions also may not limit a director's liability for violation of,
or otherwise  relieve  Toucan or its directors  from, the necessity of complying
with  federal  or  state   securities   laws,  or  affect  the  availability  of
non-monetary remedies such as injunctive relief or rescission.

         Colorado law permits indemnification of expenses incurred in derivative
or  third-party  actions if the  director  conducted  himself or herself in good
faith and the  person  reasonably  believed  that,  in the case of conduct in an
official  capacity,  his or her conduct was in the corporation's  best interest,
and in all other cases,  that his or her conduct was at least not opposed to the
corporation's best interests,  and in the case of any criminal proceeding,  that
the person had no  reasonable  cause to believe his or her conduct was unlawful.
However,  no  indemnification  without court  approval may be made in connection
with a proceeding  by or in the right of the  corporation  in which the director
was  adjudged  liable  to the  corporation,  or in  connection  with  any  other
proceeding  charging  that the director  derived an improper  personal  benefit,
whether or not involving action in an official capacity, in which proceeding the
director  was  adjudged  liable on the basis that he or she  derived an improper
personal  benefit;  except  that the  indemnification  is limited to  reasonable
expenses  incurred in connection  with the proceeding  and  reasonable  expenses
incurred to obtain court-ordered indemnification.

         Indemnification  is  permitted  by Delaware  law only for acts taken in
good faith and believed to be in the best interests of the  corporation  and its
shareholders  (or in the case of a criminal  proceeding,  if the  accused had no
reasonable  cause to believe  the  conduct  was  unlawful)  as  determined  by a
majority vote of a disinterested quorum of directors,  independent legal counsel
(if a quorum of independent  directors is not obtainable),  a majority vote of a
quorum of the shareholders (excluding shares owned by the indemnified party), or
the court handling the action.

         Colorado corporations may include a provision regarding indemnification
of, or advance of expenses,  to directors  in their  articles of  incorporation,
bylaws,  contracts,  or by other corporate actions. Said provision is valid only
to the extent that it is not  inconsistent  with  Colorado  law. The Articles of
Incorporation of Starlight do not include a provision expressly  authorizing the
Company to indemnify  the  directors  and officers of the Company to the fullest
extent permissible under Colorado law.

         A provision of Delaware law states that the indemnification provided by
statute  shall not be deemed  exclusive  of any other  rights  under any  bylaw,
agreement,  vote of stockholders or  disinterested  directors or otherwise.  The
Certificate of Incorporation  of Toucan includes a provision  providing that the
Company  shall  indemnify  the  directors  of the Company to the fullest  extent
permissible under Delaware law.

<PAGE>

         Both  Colorado law and Delaware  law require  indemnification  when the
individual  has  successfully  defended  the action on the merits or  otherwise.
Delaware  law  generally  permits  indemnification  of expenses  incurred in the
defense or settlement of a derivative or third-party  action,  provided there is
no  determination  by a  disinterested  quorum of the directors,  by independent
legal counsel,  or by a majority vote of a quorum of the stockholders,  that the
person seeking  indemnification  acted in good faith and in a manner  reasonably
believed to be in or not opposed to the best interests of the corporation (or in
the case of a criminal  proceeding,  if the accused had no  reasonable  cause to
believe  the conduct was  unlawful).  Colorado  law  generally  provides  that a
corporation  may indemnify a director  provided there is no  determination  by a
majority  vote of  disinterested  directors  at a  meeting  at which a quorum is
present, or if a quorum cannot be obtained, by a majority vote of a committee of
the board of directors  comprised  of two or more  disinterested  directors,  by
independent  legal  counsel,  or by the  shareholders,  that the person  seeking
indemnification  acted in good  faith and that the  person  reasonably  believed
that, in the case of conduct in an official capacity,  his or her conduct was in
the corporation's best interest, and in all other cases, that his or her conduct
was at least not opposed to the corporation's best interests, and in the case of
any criminal  proceeding,  the person had no reasonable  cause to believe his or
her conduct was unlawful. Without court approval, however, both Delaware law and
Colorado law generally provide that no indemnification may be made in respect of
any derivative  action in which such person is adjudged liable for negligence or
misconduct in the performance of his duty to the corporation.

         Inspection of Shareholders'  List. Both Colorado and Delaware law allow
shareholders to inspect and copy the shareholders' list for a purpose reasonably
related  to such  person's  interest  as a  shareholder.  Restricted  access  to
stockholder records,  even though unrelated to the stockholder's  interests as a
stockholder,  could  result  in  impairment  of  the  stockholder's  ability  to
coordinate opposition to management proposals,  including proposals with respect
to a change in control of the Company.

         Dividends and  Repurchases  of Shares.  Colorado law dispenses with the
concept  of par value of shares as well as  statutory  definitions  of  capital,
surplus,  and the like.  The  concepts  of par value,  capital  and  surplus are
retained under Delaware law.

         Under Colorado law, a corporation may not make any  distribution  when,
after giving effect to such distribution,  the corporation would not be able pay
its  debts  as  they  become  due  in  the  usual  course  of  business,  or the
corporation's  total assets would be less than the sum of its total  liabilities
plus the amount that would be needed, if the corporation were to be dissolved at
the  time  of  the  distribution,   to  satisfy  the  preferential  rights  upon
dissolution  of  shareholders  whose  preferential  rights are superior to those
receiving the distribution.

         Delaware 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 as long as
the amount of capital of the  corporation  following the declaration and payment
of the dividend is not less than the aggregate amount of the capital represented
by the issued and outstanding  stock of all classes having a preference upon the
distribution  of assets.  In addition,  Delaware law  generally  provides that a
corporation  may redeem or  repurchase  its shares  only if such  redemption  or
repurchase would not impair the capital of the corporation.

         Shareholder  Voting.  Both  Colorado  law and  Delaware  law  generally
require  that a  majority  of the  acquiring  and  target  corporations  approve
statutory  mergers.  Both  Delaware  law  and  Colorado  law  do not  require  a
stockholder  vote  of  the  surviving   corporation  in  a  merger  (unless  the
corporation  provides  otherwise in its certificate of incorporation) if (a) the
merger agreement does not amend the existing  certificate of incorporation,  (b)
each  share of the  surviving  corporation  outstanding  before the merger is an
identical  outstanding or treasury share after the merger, and (c) the number of
shares to be issued by the surviving  corporation  in the merger does not exceed
20% of the shares outstanding immediately prior to the merger.

         Holding Company Reorganization.  A new Section 251(g) has been added to
the General Corporation Law permitting a Delaware corporation to reorganize as a
holding company without stockholder approval. The reorganization contemplated by
the statute is  accomplished by merging the subject  corporation  with or into a
direct or indirect wholly owned subsidiary of the corporation and converting the
stock of the  corporation  into stock of another direct or indirect wholly owned
subsidiary  of the  corporation,  which  would be the new holding  company.  The
statute  eliminates the requirement for a stockholder  vote on such a merger but

<PAGE>

contains several  provisions  designed to ensure that the rights of stockholders
are not changed by or as a result of the  merger,  except and to the extent that
such rights could be changed  without such  stockholder  approval under existing
law.

         Thus, the resulting holding company must be a Delaware  corporation and
have the same  certificate of  incorporation  (except for provisions  that could
have  been  amended  or  deleted  without  stockholder  approval),  bylaws,  and
directors that the corporation had prior to the reorganization.  The corporation
or its  successor  must, as a result of the  reorganization,  become a direct or
indirect wholly owned subsidiary of the holding company and must retain the same
certificate of  incorporation  and bylaws that the  corporation had prior to the
reorganization (except that the capitalization may be reduced and except for the
addition of the provision  described in the next  sentence).  To ensure that the
voting rights of the  stockholders  of the corporation are not changed or evaded
as a result of the reorganization,  the statute requires that the certificate of
incorporation  of the corporation  provide that any  extraordinary  transactions
involving the  corporation be approved by the  stockholders  of the  corporation
prior to the reorganization  and by the stockholders of the holding company.  To
ensure that any  restrictions  on  stockholders  of the  corporation  imposed by
Section 203 or any  exemption  from such  restrictions,  remain  unaffected by a
holding company reorganization, the statute further provides that the provisions
of Section 203 will apply to persons who are stockholders of the holding company
immediately after the  effectiveness of a holding company  reorganization to the
same extent that they applied to  stockholders  of the  corporation  immediately
prior to the reorganization.  In order for no stockholder vote to be required, a
holding company  reorganization must be tax-free for federal income tax purposes
to  stockholders  of the  corporation.  Appraisal  rights are not  available  to
stockholders in a merger that qualifies as a holding company reorganization.

         Both  Colorado  and  Delaware  law also  require  that a sale of all or
substantially  all of the assets of a  corporation  be approved by a majority of
the voting shares of the corporation transferring such assets.

         With certain exceptions,  Colorado law generally requires that mergers,
reorganizations, certain sales of assets and similar transactions be approved by
a majority vote of each class of shares outstanding.  By contrast,  Delaware law
generally  does  not  require  class  voting,  except  in  certain  transactions
involving an amendment  to the  certificate  of  incorporation  which  adversely
affects a specific class of shares. Should the Company reincorporate in Delaware
and  should the  Company  authorize  and issue  shares of a new class of capital
stock,  the  holders  thereof  would  vote with the  holders  of the  previously
outstanding  capital  stock on proposals  not  adversely  affecting a particular
class. In such event, the holders of previously outstanding capital stock, if in
the  minority,  would be unable to control the outcome of a vote,  and if in the
majority, would be able to control the outcome of such a vote.

         Interested Director Transactions. Under both Colorado and Delaware law,
certain  contracts  or  transactions  in  which  one or more of a  corporation's
directors  has an  interest  are not void or voidable  because of such  interest
provided that certain  conditions,  such as obtaining the required  approval and
fulfilling the  requirements  of good faith and full  disclosure,  are met. With
certain exceptions,  the conditions are similar under Colorado and Delaware law.
Under  Colorado and Delaware  law, (a) either the  shareholders  or the board of
directors must approve any such contract or transaction after full disclosure of
the material facts, or (b) the contract or transaction must have been fair as to
the corporation at the time it was approved.

         Shareholder  Derivative  Suits.  Under Delaware law and Colorado law, a
stockholder  may only bring a derivative  action on behalf of the corporation if
the  stockholder  was a  stockholder  of  the  corporation  at the  time  of the
transaction in question or his or her stock thereafter  devolved upon him or her
by operation of law.

         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.


<PAGE>

Colorado  law does  make  dissenters'  rights  available  to  shareholders  of a
corporation that merges into a 90% or more owned subsidiary, as will be the case
in the Proposed Reincorporation. Dissenters' rights of appraisal are, therefore,
not  available  to  shareholders  of  Starlight  with  respect  to the  Proposed
Reincorporation.

         Dissolution. Under Colorado law, a proposal to dissolve the corporation
adopted by the board of directors must be approved by each voting group entitled
to vote separately on the proposal by a majority of all the votes entitled to be
cast. Under Delaware law, unless the board of directors approves the proposal to
dissolve,  the dissolution must be approved by stockholders  holding 100% of the
total voting power of the  corporation.  Only if the dissolution is initiated by
the  board  of  directors  may  it be  approved  by a  simple  majority  of  the
corporation's stockholders.  In the event of such a board-initiated dissolution,
Delaware law and Colorado law allow a corporation to include in its  certificate
of incorporation a greater voting  requirement in connection with  dissolutions.
Toucan's  Certificate of  Incorporation  contains no such  supermajority  voting
requirement,  however,  and a majority of shares  voting at a meeting at which a
quorum is present would be  sufficient to approve a dissolution  of Toucan which
had previously been approved by its Board of Directors.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

         The   following  is  a  discussion  of  certain   federal   income  tax
consequences  to holders of Starlight  capital stock who receive  Toucan capital
stock in exchange for their Starlight  capital stock as a result of the Proposed
Reincorporation.  This discussion is based on the Internal Revenue Code of 1986,
as amended (the "Code"),  existing and proposed regulations thereunder,  reports
of  congressional  committees,  judicial  decisions  and current  administrative
rulings and practices. Any of these authorities could be repealed, overruled, or
modified at any time after the date hereof. Any such change could be retroactive
and, accordingly,  could modify the tax consequences discussed herein. No ruling
from the  Internal  Revenue  Service  (the  "IRS")  with  respect to the matters
discussed  herein has been requested;  no opinion of counsel has been or will be
rendered  to the  Shareholders  of the  Company  with  respect to any of the tax
effects of the  Proposed  Reincorporation  to the  Shareholders  and there is no
assurance  that the IRS  would  agree  with the  conclusions  set  forth in this
discussion.  The following  discussion also is based on representations  made by
the Company,  Toucan, and certain Shareholders of the Company and any inaccuracy
in those representations could affect the tax consequences of the holders of the
Company's  common stock in a manner that is materially  adverse to such holders.
This discussion is for general information only and does not address all the tax
consequences  of  the  Proposed  Reincorporation  that  may be  relevant  to the
particular  Starlight  Shareholders  (such as dealers in securities,  holders of
stock options or those Starlight shareholders who acquired their shares upon the
exercise  of stock  options).  Furthermore,  no  foreign,  state  or  local  tax
consequences  are addressed  herein.  IN VIEW OF THE VARYING  NATURE OF SUCH TAX
CONSEQUENCES, SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
SPECIFIC TAX CONSEQUENCES TO THEM OF THE PROPOSED REINCORPORATION, INCLUDING THE
APPLICABILITY OF FEDERAL, STATE, LOCAL OR FOREIGN TAX LAWS.

         The Proposed  Reincorporation  has been structured with the intent that
it  qualify  as a  tax-free  reorganization  under  Section  368(a) of the Code.
Subject to the limitations,  qualifications and exceptions described herein, and
assuming the Proposed  Reincorporation  qualifies as a reorganization within the
meaning  of  Section  368(a) of the  Code,  the  following  federal  income  tax
consequences should result:

         (a) No gain or loss will be  recognized  by holders of capital stock of
Starlight  upon  receipt of capital  stock of Toucan  pursuant  to the  Proposed
Reincorporation;

         (b) The aggregate tax basis of the capital stock of Toucan  received by
each  shareholder  will be the same as the  aggregate  tax basis of the  capital
stock  of  Starlight  held  by such  shareholder  at the  time  of the  Proposed
Reincorproation; and

<PAGE>


         (c) The holding period of the capital stock of Toucan  received by each
shareholder of Starlight will include the period for which such shareholder held
the capital stock of Starlight  surrendered in exhange therefore,  provided that
such Starlight  capital stock was held by such shareholder as a capital asset at
the time of the Proposed Reincorporation.

         A successful IRS challenge to the reorganization status of the Proposed
Reincorporation  would  result in a  shareholder  recognizing  gain or loss with
respect  to each  share of  Starlight  capital  stock  surrendered  equal to the
difference  between that  shareholder's  basis in such share and the fair market
value,  as of the time of the Proposed  Reincorporation,  of the Toucan  capital
stock rceived in exchange  therefore.  In such event, a shareholder's  aggregate
basis in the shares of Toucan stock  received in the  exchange  would equal such
fair market value, and such  shareholder's  holding period for such shares would
not include the period  during which such  shareholder  held  Starlight  capital
stock.

         THE TAX CONSEQUENCES OF THE PROPOSED REINCORPORATION MAY VARY DEPENDING
UPON  THE  PARTICULAR  CIRCUMSTANCES  OF  EACH  SHAREHOLDER.   THEREFORE,   EACH
SHAREHOLDER SHOULD CONSULT THEIR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES  OF THE PROPOSED  REINCORPORATION  TO SUCH  SHAREHOLDER,  INCLUDING
THOSE RELATED TO STATE, LOCAL AND/OR FOREIGN TAX LAWS.

         VOTE REQUIRED FOR THE PROPOSED REINCORPORATION

         Approval of the Proposed  Reincorporation,  which includes  approval of
the Merger Agreement, the Name Change, the Certificate of Incorporation, and the
Bylaws of Toucan,  requires the affirmative  vote of the holders of the majority
of the outstanding shares of Starlight Common Stock.

                                  OTHER MATTERS

         At the time of mailing this Proxy  Statement,  the  management  was not
aware that any matter not  referred to in the form of proxy  would be  presented
for action at the meeting.  If, however,  any other business shall properly come
before the meeting,  it is intended that the shares  represented by proxies will
be voted with  respect  thereto in  accordance  with the  judgment of the person
voting them.

         THE  BOARD  HAS  UNANIMOUSLY  ADOPTED A  RESOLUTION  SETTING  FORTH THE
PROPOSED  REINCORPORATION AND DECLARING ITS ADVISABILITY,  AND HEREBY RECOMMENDS
THAT THE STOCKHOLDERS OF THE COMPANY VOTE FOR THE PROPOSED REINCORPORATION.

                                            By Order of the Board of Directors


                                            Robert Jeffcock
                                            Secretary


JULY 16, 1996



         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.