STOCK OPTION AGREEMENT
                             TOUCAN GOLD CORPORATION

     A  Nonqualified  Stock Option (the  "Option")  for a total of 50,000 shares
(the "Shares") of common stock,  par value $.01 per share (the "Common  Stock"),
of  Toucan  Gold  Corporation  (the  "Company"),  is  hereby  granted  to  David
Carmichael (the "Optionee")  pursuant to the terms of this Option Agreement (the
"Option Agreement").

     Section 1. Exercise  Price.  The exercise  price of the Option is $1.00 for
each Share.

     Section 2. Exercise of the Option. Of the 50,000 Shares granted pursuant to
this Option  Agreement,  an Option to purchase  17,000  Shares shall vest on the
Date of Grant;  an Option to purchase an additional  17,000 Shares shall vest on
April 1, 1998,  provided  that the Optionee  remains  employed by the Company on
such date;  and an Option to purchase the remaining  16,000 Shares shall vest on
April 1, 1999,  provided  that the Optionee  remains  employed by the Company on
such date.  The Options may be exercised at any time after the Shares covered by
such Options have vested,  subject to the provisions contained in Sections 3 and
4  below.   Notwithstanding  the  foregoing,  this  Option  shall  become  fully
exercisable  upon  the  occurrence  of  certain  significant   corporate  events
described in Section 2(d) below.


          (a) Method of Exercise.  Options  shall be deemed  properly  exercised
     when:

               (i) the Company has  received  written  notice of such  exercise,
          stating the number of Shares which are being  purchased,  delivered to
          the Company  and signed by the person or persons  entitled to exercise
          the  Option  and,  if the Option is being  exercised  by any person or
          persons other than the Optionee, be accompanied by proof, satisfactory
          to the Company, of the right of such person or persons to exercise the
          Option;

               (ii) full payment of the exercise price of the Shares as to which
          the Option is exercised has been tendered to the Company; and

               (iii)   arrangements  that  are  satisfactory  to  the  Board  of
          Directors of the Company  (the  "Board") in its sole  discretion  have
          been made for the Optionee's  payment to the Company of the amount, if
          any,  that the Company  determines  to be necessary for the Company to
          withhold in  accordance  with  applicable  federal or state income tax
          withholding requirements.

          (b) Payment.  The exercise price of any Shares purchased shall be paid
     in cash,  by certified or  cashier's  check,  by money order or by personal
     check (if approved by the Board).

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          (c) Restrictions on Exercise.

               (i) This  Option  may not be  exercised  if the  issuance  of the
          Shares  upon  such  exercise  would  constitute  a  violation  of  any
          applicable   federal  or  state  securities  or  other  law  or  valid
          regulation. As a condition to the exercise of this Option, the Company
          may  require  the  exercising   person  to  make  any  agreements  and
          undertakings that may be required by any applicable law or regulation.

               (ii)  Shares  issued upon the  exercise  of this  Option  without
          registration  of such  Shares  under the  Securities  Act of 1933,  as
          amended (the "Act"),  shall be  restricted  securities  subject to the
          terms of Rule 144 under the Act.  The  certificates  representing  any
          such Shares shall bear an appropriate legend restricting  transfer and
          the  transfer  agent  of the  Company  shall be  given  stop  transfer
          instructions with respect to such Shares.

          (d) Certain  Corporate  Events.  On the date thirty (30) days prior to
     any occurrence  described in this Section (2)(d)(i) or (ii), but only where
     such  anticipated  occurrence  actually  takes place,  notwithstanding  the
     exercise schedule in this Option  Agreement,  this Option shall immediately
     become  exercisable in full where there (i) is any transaction (which shall
     include  a series of  transactions  occurring  within 60 days or  occurring
     pursuant  to a plan) that has the result that  stockholders  of the Company
     immediately  before such  transaction  cease to own at least 51% of (x) the
     voting  stock  of the  Company  or (y) any  entity  that  results  from the
     participation of the Company in a  reorganization,  consolidation,  merger,
     liquidation or any other form of corporate transaction;  or (ii) is a sale,
     lease,  exchange  or  other  disposition  of all or  substantially  all the
     property and assets of the Company to an unaffiliated third party.

     Section 3. Term of Option.  This Option may not be exercised after April 1,
2002 and is  subject  to  earlier  termination  as  provided  in  Section  4. In
addition,  this  Option  is  subject  to  cancellation  by  the  Company  upon a
significant  corporate event as provided in Section 4 below.  This Option may be
exercised  during  such times only in  accordance  with the terms of this Option
Agreement.

     Section 4. Termination of Option Period.

          (a) The  unexercised  portion of this Option shall  automatically  and
     without  notice  terminate  and  become  null  and  void at the time of the
     earliest to occur of the following:

               (i) thirty (30) days after the date that the  Optionee  ceases to
          be employed by the Company or a subsidiary of the Company or ceases to
          be a director, consultant or advisor to the Company or a subsidiary of
          the Company,  as the case may be,  regardless  of the reason  therefor
          other than as a result of such termination by reason of (x) death, (y)
          mental or  physical  disability  of the  Optionee as  determined  by a
          medical doctor  satisfactory  to the Company or (z) termination of the
          Optionee's  employment,  status as director, or consulting contract or
          advisory  services,  as  the  case  may  be,  with  the  Company  or a
          subsidiary for Cause,

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          The term "Cause," for the purposes of this  Agreement,  shall mean any
          one or more of the following:

               w.   Optionee's   failure  to  observe  or  perform  any  of  the
                    provisions  of his  Employment  Agreement  with the Company,
                    dated  April  1,  1997  (the  "Employment  Agreement"),   or
                    Optionee's  failure  to carry out lawful  directives  of the
                    Chief Executive Officer of the Company.

               x.   Optionee's  performance  of any  criminal  acts;  (excluding
                    traffic violations and other minor offenses);

               y.   Optionee's  theft or  embezzlement  of  property,  including
                    trade secrets, of the Company; or

               z.   Optionee's negligence in the performance of his duties under
                    the Employment Agreement.

               (ii) one (1) year after the date on which the Optionee  suffers a
          mental or  physical  disability  as  determined  by a  medical  doctor
          satisfactory to the Company;

               (iii)  either (y) one (1) year  after the date that the  Optionee
          ceases to be a director, consultant to or ceases to be employed by, as
          the case may be, the Company or a subsidiary of the Company, by reason
          of death of the  Optionee,  or (z) six (6)  months  after  the date on
          which the  Optionee  shall die,  if the  Optionee's  death shall occur
          during the thirty (30) day period  described in Section 4(a)(i) or the
          one-year period described in Section 4(a)(ii);

               (iv)  the  date  that  the  Optionee  ceases  to  be a  director,
          consultant  to or ceases to be  employed  by, as the case may be,  the
          Company or a subsidiary as a result of a termination for Cause; and

               (v) April 1, 2002.

          (b) The Company in its sole  discretion  may, by giving written notice
     (a  "Cancellation   Notice")  cancel,   effective  upon  the  date  of  the
     consummation of any of the  transactions  described in Section 2(d), all or
     any portion of this  Option that  remains  unexercised  on such date.  Such
     Cancellation  Notice  shall be given a  reasonable  period of time (but not
     less than 15 days) prior to the proposed date of such cancellation, and may
     be given either before or after stockholder approval of such transaction.

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     Section 5. Adjustment of Shares.

          (a)  If  at  any  time  while  unexercised   Options  are  outstanding
     hereunder,  there shall be any increase or decrease in the number of issued
     and  outstanding  shares of Common Stock through the declaration of a stock
     dividend or through any  recapitalization  resulting  in a stock  split-up,
     combination  or  exchange  of shares,  then and in such  event  appropriate
     adjustment shall be made in the number of Shares and the exercise price per
     Share thereof then subject to this Option,  so that the same  proportion of
     the  Company's  issued  and  outstanding  shares  shall  remain  subject to
     purchase at the same aggregate exercise price.

          (b) Except as otherwise expressly provided herein, the issuance by the
     Company  of  shares  of its  capital  stock  of any  class,  or  securities
     convertible into shares of capital stock of any class, either in connection
     with  direct sale or upon the  exercise of rights or warrants to  subscribe
     therefor,  or upon  conversion  of shares  or  obligations  of the  Company
     convertible into such shares or other securities,  shall not affect, and no
     adjustment by reason thereof shall be made with respect to the number of or
     exercise price of Shares then subject to this Option.

          (c) Without limiting the generality of the foregoing, the existence of
     this  Option  shall  not  affect  in any  manner  the right or power of the
     Company  to  make,  authorize  or  consummate  (i) any or all  adjustments,
     recapitalizations,  reorganizations  or  other  changes  in  the  Company's
     capital structure or its business;  (ii) any merger or consolidation of the
     Company; (iii) any issue by the Company of debt securities, or preferred or
     preference  stock that would rank above the Shares  subject to this Option;
     (iv) the dissolution or liquidation of the Company;  (v) any sale, transfer
     or  assignment of all or any part of the assets or business of the Company;
     or (vi)  any  other  corporate  act or  proceeding,  whether  of a  similar
     character or otherwise.

     Section 6.  Non-Assignability of Option. This Option may not be transferred
or  assigned  by the  Optionee  other than by will or by the laws of descent and
distribution.

     Section 7.  Issuance of Shares.  No person  shall be, or have any rights or
privileges  of, a  stockholder  of the Company with respect to any of the Shares
subject to this Option unless and until  certificates  representing  such Shares
have been issued and delivered to such person.  As a condition of an issuance of
a stock  certificate  for Shares,  the Company  may obtain  such  agreements  or
undertakings, if any, as it may deem necessary or advisable to assure compliance
with any provision of this Option Agreement or any law or regulation, including,
but not limited to, the following:

          (a) The Optionee's  representation and warranty to the Company, at the
     time the  Option is  exercised,  that the  Shares  to be  issued  are being
     acquired for  investment  and not with a view to, or for sale in connection
     with, the distribution of any such Shares; and

          (b) the Optionee's  representation,  warranty or agreement to be bound
     by any  legends  that are,  in the  opinion of the  Company,  necessary  or
     appropriate  to comply with the  provisions of any securities law deemed by
     the  Company  to be  applicable  to the  issuance  of the  Shares and to be
     endorsed upon the certificates representing the Shares.


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     Section 8. Administration of this Option.

          (a) The  determinations and the interpretation and construction of any
     provision of this Option by the Company shall be final and conclusive.

          (b)  Subject to the express  provisions  of this  Option,  the Company
     shall have the authority, in its sole and absolute discretion (i) to adopt,
     amend, and rescind  administrative  and interpretive  rules and regulations
     relating to this Option;  (ii) to construe the terms of this Option;  (iii)
     as  provided  in  Section  5,  upon  certain  events  to  make  appropriate
     adjustments  to the  exercise  price and  number of Shares  subject to this
     Option;  and (iv) to make all other  determinations  and  perform all other
     acts necessary or advisable for  administering  this Option,  including the
     delegation of such  ministerial  acts and  responsibilities  as the Company
     deems  appropriate.  The  Company  may  correct  any  defect or supply  any
     omission or reconcile any inconsistency in this Option in the manner and to
     the extent it shall deem expedient to carry it into effect, and it shall be
     the sole and final judge of such  expediency.  The Company  shall have full
     discretion to make all  determinations  on the matters  referred to in this
     Section  8(b),  and  such  determinations   shall  be  final,  binding  and
     conclusive.

     Section 9. Government Regulations. The granting and exercise of this Option
and the  obligation of the Company to sell and deliver Shares under this Option,
shall be subject to all  applicable  laws,  rules and  regulations,  and to such
approvals by any governmental  agencies or national securities  exchanges as may
be required.

     Section 10. Law  Governing.  THIS OPTION IS INTENDED TO BE PERFORMED IN THE
STATE OF DELAWARE AND SHALL BE CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH AND
GOVERNED  BY THE  LAWS  OF SUCH  STATE  EXCEPT  TO THE  EXTENT  DELAWARE  LAW IS
PREEMPTED BY FEDERAL LAW.

     Section 11.  Notices.  Whenever any notice is required or  permitted  under
this Option Agreement,  such notice must be in writing and personally  delivered
or sent by mail or delivery by a  nationally  recognized  courier  service.  Any
notice required or permitted to be delivered  under this Option  Agreement shall
be deemed to be delivered on the date on which it is personally  delivered,  or,
if mailed,  whether actually received or not, on the third Business Day after it
is  deposited  in the United  States  mail,  certified  or  registered,  postage
prepaid,  addressed  to the person who is to receive it at the address that such
person has previously  specified by written notice  delivered in accordance with
this  subsection.  The Company or the Optionee may change,  at any time and from
time to time, by written  notice to the other,  the address that was  previously
specified for receiving  notices.  Until changed in accordance  with this Option
Agreement,  the Company and the Optionee shall specify as its or his address for
receiving  notices the address set forth in this Option Agreement  pertaining to
the Shares to which such notice relates.


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     Section 12. Miscellaneous.

          (a) This  Option is granted to the  Optionee in  accordance  with that
     certain Employment Agreement, dated April 1, 1997 (except for the reduction
     in the  exercise  price as  approved  by the  Board on the Date of  Grant),
     describing  such Option and is in addition to any other stock  option plans
     of the Company or other  benefits with respect to the  Optionee's  position
     with or relationship to the Company or its subsidiaries.  This Option shall
     not  confer  upon the  Optionee  the  right  to  continue  as an  employee,
     consultant  or  advisor,  or  interfere  in any way with the  rights of the
     Company to terminate the  Optionee's  status as an employee,  consultant or
     advisor.

          (b) The members of the Board shall not be liable for any act, omission
     or  determination  taken or made in good faith with respect to this Option,
     and  members  of the  Board  shall,  in  addition  to all  other  rights of
     indemnification  and  reimbursement,  be  entitled to  indemnification  and
     reimbursement  by the  Company  in  respect  of any  claim,  loss,  damage,
     liability or expense (including  attorneys' fees, the costs of settling any
     suit,  provided such  settlement is approved by  independent  legal counsel
     selected by the Company,  and amounts paid in  satisfaction  of a judgment,
     except a judgment based on a finding of bad faith) arising from such claim,
     loss, damage,  liability or expense to the full extent permitted by law and
     under any directors' and officers'  liability or similar insurance coverage
     that may from time to time be in effect.

          (c) Any  issuance  or transfer  of Shares to the  Optionee,  or to the
     Optionee's  legal  representative,   heir,  legatee,  or  distributee,   in
     accordance  with  the  provisions  of this  Option,  shall,  to the  extent
     thereof,  be in full  satisfaction of all claims of such persons under this
     Option. The Company may require the Optionee,  or any legal representative,
     heir,  legatee or distributee  as a condition  precedent to such payment or
     issuance or  transfer of Shares,  to execute a release and receipt for such
     payment  or  issuance  or  transfer  of  Shares  in such  form as it  shall
     determine.

          (d) Neither the Board nor the Company  guarantees  Shares from loss or
     depreciation.

          (e) All  expenses  incident  to the  administration,  termination,  or
     protection  of this  Option,  including,  but not  limited  to,  legal  and
     accounting  fees,  shall be paid by the  Company;  provided,  however,  the
     Company may recover any and all damages,  fees,  expenses and costs arising
     out of any actions  taken by the  Company to enforce its rights  under this
     Option.

          (f) Records of the Company shall be conclusive  for all purposes under
     this Option, unless determined by the Board to be incorrect.

          (g) Any action  required of the Company  relating to this Option shall
     be by  resolution  of  the  Board  or by a  person  authorized  to  act  by
     resolution of the Board.

          (h) If any  provision  of this Option is held to be illegal or invalid
     for any reason, the illegality or invalidity shall not affect the remaining
     provisions of this  Option, but such  provision  shall be  fully severable,

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<PAGE>

     and this  Option  shall be  construed  and  enforced  as if the  illegal or
     invalid provision had never been included in this Option.

          (i) Any person  entitled  to notice  under this  Option may waive such
     notice.

          (j)  This  Option  shall  be  binding  upon the  Optionee,  his  legal
     representatives,  heirs,  legatees and distributees  upon the Company,  its
     successors, and assigns, and upon the Board and its successors.

          (k) The titles and headings of Sections  are included for  convenience
     of reference  only and are not to be  considered  in  construction  of this
     Option's provisions.

          (l) Words used in the  masculine  shall  apply to the  feminine  where
     applicable,  and wherever the context of this Option  dictates,  the plural
     shall be read as the singular and the singular as the plural.


DATE OF GRANT:                              TOUCAN GOLD CORPORATION

September 27, 1997
                                            By:    /s/ Robert P. Jeffcock
                                                   -----------------------------
                                                   Robert P. Jeffcock, President

ADDRESS:

8201 Preston Road
Suite 600
Dallas, Texas 75225




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     Optionee hereby accepts this Option subject to all the terms and provisions
of this Option Agreement.



                                        By:  /s/ David Carmichael
                                             -----------------------------------
                                             David Carmichael
                                             Optionee


                                        ----------------------------------------
                                                  (Social Security No.)

ADDRESS:

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