<PAGE>  1                   
                           EXHIBIT 10.2

                     DEBT SETTLEMENT AGREEMENT

     THIS AGREEMENT is  made as of the 18th day  of April, 1997, by
and  between ConSil Corp., an  Idaho corporation with  an office at
6500 Mineral  Drive, Coeur d'Alene, Idaho   83814-8788 (hereinafter
referred  to as  "ConSil"),  and Hecla  Mining Company,  a Delaware
corporation, whose  address is  6500 Mineral Drive,  Coeur d'Alene,
Idaho  83814-8788 (hereinafter referred to as "Hecla").

                      RECITALS AND DEFINITIONS

     WHEREAS,  Hecla  and ConSil  entered  into  that certain  Loan
Agreement dated June  28, 1996,  as amended February  19, 1997  and
further amended as of  April 30, 1996 (hereinafter referred  to, as
amended,  as the "Loan Agreement"), pursuant  to which Hecla loaned
to  ConSil  certain  funds,  more specifically  described  in  this
Agreement, which funds ConSil acknowledges are due and owing;

     WHEREAS,  Minera  Hecla,  S.A.  de C.V.,  a  corporate  entity
organized  and existing  pursuant to  the laws  of the  Republic of
Mexico owned  entirely by Hecla (hereinafter referred to as "Minera
Hecla") advanced certain moneys,  including payment for trade goods
and  services rendered  on behalf  of ConSil  and its  wholly owned
subsidiary,  Minera  ConSil,  S.A.  de  C.V.,  a  corporate  entity
organized  and existing  pursuant to  the laws  of the  Republic of
Mexico (hereinafter referred to as "Minera ConSil") pursuant to the
terms of  that certain Technical Services  Agreement dated December
22,   1995  (hereinafter   referred  to   as   "Technical  Services
Agreement"), which moneys ConSil acknowledges are due and owing  to
Minera Hecla; and

     WHEREAS,  ConSil and Minera ConSil wish to settle a portion of
those debts to Hecla and Minera Hecla  under the Loan Agreement and
Technical  Services Agreement, the amount of which is U.S. $500,000
(hereinafter referred  to as  the "Past  Debt"), by repaying  Hecla
with an option either to  (i) have ConSil grant a  royalty interest
in   all  proceeds   from  mineral   production  of   ConSil,  more
specifically described  herein, or (ii) have ConSil  issue to Hecla
authorized  common stock of ConSil,  the number of  shares of which
shall  be calculated  in accordance  with this  Agreement.   Either
option shall be deemed to be in full satisfaction of the Past Debt,
and Hecla  and Minera  Hecla are willing  to accept such  option as
consideration for and in full satisfaction of the Past Debt, all on
the terms and conditions set out herein; and

     WHEREAS, ConSil and Minera ConSil shall settle  the balance of
all  debt in  excess of the  Past Debt  incurred or  to be incurred
pursuant to the Loan Agreement or the Technical Services Agreement,
in  such amount  as  may be  outstanding on  the  Closing Date  (as
hereinbelow  defined)  (hereinafter  referred  to  as the  "Current
Debt") by the assignment of its United States Income Tax refund for
the  tax  year  1995,  anticipated  to  be  approximately  $170,000
(hereinafter  referred to as the "Tax Refund"), and payment of cash
or other  currently available  funds from  the proceeds  of certain
financing  which   ConSil  is  currently  pursuing,   all  as  more
specifically described herein;
                                  -1-





<PAGE>  2
     NOW,  THEREFORE, in  consideration  of the  foregoing and  the
following mutual promises, benefits, covenants and  agreements, the
adequacy of which is hereby acknowledged, the parties, intending to
be legally bound, do hereby agree as follows:

                             AGREEMENT

     1.  SETTLEMENT OPTIONS.  With respect to the settlement of the
Past Debt, ConSil hereby grants Hecla the option to elect either:

     (a)  A two percent (2%)  net sales returns royalty interest up
to  a maximum  payment of  U.S. $500,000  in all  proceeds actually
received  by ConSil or its Affiliates  (as defined in Section 19 of
this  Agreement)  from all  mineral  production  of ConSil  or  its
Affiliates,  from whatever  source and  wherever located,  from any
smelter,  refinery or  other purchaser  for the  sale of  the ores,
metals,   including  bullion,   minerals,  mineral   substances  or
concentrates produced  from properties or pursuant  to rights owned
wholly or in part by ConSil or its Affiliates, after deducting from
such proceeds the following charges to the extent that they are not
deducted  by  the purchaser  in  computing payment:    Smelting and
refining charges;  penalties; smelter assay costs  and umpire assay
costs; costs of  freight and handling ores,  metals or concentrates
subsequent  to  mining  and  concentrating  from  local  production
facilities to any smelter, refinery or other purchaser thereof; and
insurance costs on  all such products; (hereinafter referred  to as
the "Royalty"); provided,  however, that the  Royalty shall not  be
payable  from products of the Candaleria mine, located in the state
of Zacatecas,  Republic  of Mexico,  currently  owned by  Minas  La
Colorada, S.A. de C.V., a Mexican corporation, unless and until the
early of the following:  (i) ConSil completes the expansion  of the
milling capacity  to at  least 450  tons per  day,  which shall  be
deemed to occur  when the  expanded mill is  functioning at  ninety
percent (90%) of design capacity for thirty (30) days of continuous
operation; or (ii) the second anniversary of this Agreement; or

     (b)   ConSil issuing to  Hecla shares of  ConSil's authorized,
fully paid  and  nonassessable common  stock, par  value ten  cents
($0.10)  per share  (the "Shares"),  the number  of which  shall be
calculated as follows:  The value ascribed to  each share of ConSil
common stock issued pursuant to this Agreement shall be, subject to
applicable  regulatory  and   stock  exchange  approvals  and   all
conditions of this Agreement being met,  the price of the stock  on
the day before Hecla's  election to accept shares pursuant  to this
Section  1(b), less  twenty percent  (20%), or  such  other maximum
amount as is allowed in accordance with Policy 13  of the Vancouver
Stock  Exchange Listed Companies  Manual (the "Share  Price").  The
number of Shares ConSil shall issue to Hecla shall be determined by
dividing  U.S. $500,000 by the  Share Price, the  quotient of which
shall be the number of Shares ConSil shall issue to Hecla, with any
resulting fraction rounded down  to the next whole  number, thereby
obviating the need for issuance of any fractional shares.

     2.  METHOD  OF ELECTION.   Hecla may elect  its option at  any
time, but in any event on  or before the close of business, Pacific
Time Zone, on  August 1, 1997, by  providing written notice of  its
choice  of settlement options to ConSil  as defined in Section 1 of
this Agreement.
                                -2-





<PAGE>  3

     3.  CONDITIONS  PRECEDENT.   The Agreement is  subject to  the
following conditions:

     (a)   That  the approval  of the  Vancouver Stock  Exchange is
granted  or will  be  obtained for  this  transaction in  a  timely
fashion following the date hereof;

     (b)   That, if required,  the approval of  the Vancouver Stock
Exchange or any other regulatory  body having jurisdiction has been
given or will be obtained for  this transaction in a timely fashion
following the date hereof;

     (c)   That the  Board of Directors  of ConSil approve  of this
transaction;

     (d)  That ConSil  execute and deliver to Hecla  all documents,
certificates and to take all  such other steps as may be  necessary
or desirable or  convenient and proper  to carry out the  intent of
the transactions contemplated herein; and

     (e)  That ConSil obtains funds sufficient to pay the Past Debt
from the financing associated with that certain transaction whereby
ConSil acquires all or substantially all of the assets  of Minas La
Colorada, S.A.  de C.V., ("MLC")  a Mexican  corporate entity  with
headquarters  in  Durango, State  of  Durango,  Mexico, and  mining
operations in  the Chalchihuites  Mining District  of the State  of
Zacatecas,  Mexico,  as  contemplated  in  that  certain  Heads  of
Agreement  dated December 19, 1996, among ConSil, MLC and Ing. Jose
Jaime  Gutierrez   Nunez  and   Ing.  Ramon  Tomas   Davila  Flores
(hereinafter referred to as the "MLC Transaction").  

     (f)  That the conditions precedent  as set out in this section
must be satisfied on or before August 1, 1997.

     (g)  That  ConSil deliver  an United  States  Internal Revenue
Service Form 2848 Power of Attorney in favor of an officer of Hecla
Mining  Company authorizing  the  delivery of  ConSil's Tax  Refund
directly  to  Hecla  (hereinafter  referred  to  as  the  "Power of
Attorney").

     4.  COVENANTS OF CONSIL.  ConSil hereby covenants that:

     (a)  It shall use  its best efforts to obtain the  approval of
this transaction by its Board of Directors;

     (b)  It shall use  its best efforts to obtain the  approval of
the Vancouver Stock Exchange,  and any other regulatory authorities
having jurisdiction over this transaction;

     (c)  It shall grant Hecla the rights  enumerated in Schedule 1
attached  hereto and  incorporated  herein by  this reference  with
respect  to shares issued, if any, pursuant to Section 1(b) of this
Agreement;




                                -3-





<PAGE>  4

     (d)   It shall use its  best efforts to complete the financing
associated with the MLC Transaction.

     (e)  It shall  execute and deliver  the Power of  Attorney for
the Tax Refund to Hecla;

     (f)   It  shall execute  and deliver  to Hecla  all documents,
certificates and to take  all such other steps as  may be necessary
or desirable or  convenient and proper to  carry out the  intent of
the transactions contemplated herein.

     5.  COVENANTS OF HECLA.  Hecla hereby covenants that:

     (a)  Neither it nor Minera Hecla has assigned any  of the debt
owed to them by ConSil or Minera ConSil;

     (b)  All debts specified herein by Hecla  and Minera Hecla are
valid obligations,  accrued in respect  of the Loan  Agreement, the
Technical Services Agreement, and the interest thereon or which may
otherwise properly be charged to ConSil or Minera ConSil; 

     (c)   In consideration of the covenants and agreements set out
in  this  Agreement, the  obligations due  and  owing to  Hecla and
Minera  Hecla by ConSil  and Minera ConSil  will be fully  and duly
discharged  upon  the  satisfaction  and  performance  of  all  the
conditions  to  this Agreement,  and  that Hecla  and  Minera Hecla
irrevocably agrees  to release  ConSil and  Minera ConSil  from its
obligations  in  respect  of  the  Loan  Agreement,  the  Technical
Services  Agreement,  interest   thereon  and  otherwise   properly
chargeable obligations of ConSil or Minera ConSil; and

     (d)  It  shall direct its agents  to pursue the  Tax Refund on
ConSil's behalf.

     6.  CLOSING.  Closing of the transactions contemplated by this
Agreement  shall take place  by ConSil's  authorized representative
delivering  to  Hecla,  (a)  in accordance  with  Hecla's  election
pursuant  to paragraph  1  of this  Agreement,  either (i)  a  duly
executed certificate evidencing Hecla's  ownership of the Shares or
(ii)  an executed  and acknowledged  conveyance of  the Royalty  in
Spanish, suitable  for registration  and recording with  all public
registries and jurisdiction necessary  or convenient thereto,  with
an  English  translation  acceptable  to Hecla  in  its  reasonable
discretion,  together  with  (b)  payment  to  Hecla  in  currently
available funds of the entire amount of all Current  Debt, less the
amount  of the Tax Refund, in exchange for which Hecla's authorized
representative  shall deliver  to ConSil  an acknowledgment  of the
Release of all Past  Debt and Current Debt, together  with ConSil's
original  promissory note  forming  a part  to  the Loan  Agreement
marked "Paid in Full."

     7.     HECLA'S  CERTIFICATION  AND   ACKNOWLEDGMENT.     Hecla
acknowledges that it  is aware that the Shares may contain a legend
denoting the  restrictions on transfer  imposed by the  policies of
those stock exchanges where ConSil's  capital stock is traded,  the
securities commissions of any jurisdiction to which ConSil's stock

                                -4-





<PAGE>  5
is  subject,  and  the  U.S.  Securities  Act  of  1933,  the  U.S.
Securities  Exchange Act  of 1934,  or any  regulations promulgated
thereunder.

     8.  ACCELERATION OF DEBT; TIME OF THE ESSENCE.  This Agreement
shall be null, void and unenforceable, and the entire amount of the
Past Debt and Current Debt shall be and  become immediately due and
payable  in accordance with the  Loan Agreement if  closing has not
occurred on or before  August 1, 1997.   Time is of the  essence in
the performance of this Agreement.

     9.  INTERPRETATION.   This Agreement shall be governed  by and
interpreted in accordance with the laws of the State of Idaho.

     10.   EXECUTION & DELIVERY.  This Agreement may be executed in
several parts in the same form  and such parts as so executed shall
together form an  original agreement, which shall be  read together
as if all the signing parties hereto had executed one  copy of this
Agreement.

     11.   ATTORNEYS  FEES.   The prevailing  party in  any dispute
arising pursuant to or under this Agreement shall be entitled to an
award of its reasonable attorneys' fees and costs.

     12.   BINDING  EFFECT.   This  Agreement  shall inure  to  the
benefit  of, and shall be binding on, the respective successors and
permitted assigns of the parties.

     13.   Assignment.  The  rights of ConSil  under this Agreement
are personal  to ConSil, and ConSil may  not assign or transfer any
of  its rights  or  obligations under  this  Agreement without  the
prior, express and written consent of Hecla, which consent shall be
in  Hecla's  sole  and   absolute  discretion,  and  any  purported
assignment or transfer shall be void.

     14.  ENTIRE  AGREEMENT.  This  Agreement shall constitute  the
entire  agreement   between  the   parties  with  respect   to  the
transactions contemplated  herein, and  any prior  understanding or
representation  of any  kind preceding the  date of  this Agreement
shall  not  be  binding  on  either  party  except  to  the  extent
incorporated in this Agreement.

     15.   MODIFICATION  OF  AGREEMENT.   Any modification  of this
Agreement  or  additional obligation  assumed  by  either party  in
connection  with  this  Agreement   shall  not  be  binding  unless
evidenced in  writing and  signed by  each party's  duly authorized
representative.

     16.  PARAGRAPH HEADINGS.  The titles to the paragraphs of this
Agreement are solely for  the convenience of the parties  and shall
not   be  used  to  explain,   modify,  simplify  or   aid  in  the
interpretation of the provisions of this Agreement.

     17.  SEVERABILITY.   If any provision of this  Agreement shall
be held  invalid under any  applicable laws, such  invalidity shall
not affect any other provision of this Agreement which can be given
effect  without  the  invalid  provision,  and,  to  this  end, the
provisions of this Agreement are severable.
                                -5-



<PAGE>  6

     18.  CURRENCY.   All references to currency in  this Agreement
shall be  deemed to refer to  legal tender of the  United States of
America.

     19.     AFFILIATES.    For  purposes  of  this  Agreement,  an
"Affiliate"  shall  be  deemed  to  mean  any  entity  directly  or
indirectly controlled  by  ConSil,  which  directly  or  indirectly
controls  ConSil, or which is directly  or indirectly controlled by
the same entity which directly or indirectly controls ConSil, other
than Hecla.

     IN  WITNESS WHEREOF, this  Agreement has been  executed by the
parties as of the date and year first written above.


ConSil CORP.                       HECLA MINING COMPANY


By:  /s/  Ralph R. Noyes           By:  /s/  John P. Stilwell
   ----------------------------       -----------------------------
     RALPH R. NOYES, Chairman           JOHN P. STILWELL, 
                                        Vice-President

ATTEST:                            ATTEST:


/s/  Nathaniel K. Adams            /s/  Michael B. White
-----------------------------      --------------------------------
NATHANIEL K. ADAMS, Secretary      MICHAEL B. WHITE, Secretary






























                                -6-





<PAGE>  7
                             SCHEDULE 1
                                 TO
                     DEBT SETTLEMENT AGREEMENT


     This  Schedule  1  to   the  Debt  Settlement  Agreement  (the
"Agreement")  between  ConSil  Corp.  ("ConSil)  and  Hecla  Mining
Company  ("Hecla")  defines specific  rights  granted  to Hecla  by
ConSil pursuant to paragraph 4(c) of the Agreement.

                        REGISTRATION RIGHTS
                        -------------------

1.   U.S. REGISTRATION.
     -----------------

     1.1. PIGGYBACK RIGHTS.  Each time that ConSil proposes for any
reason to register any  of its securities under the  Securities Act
("Proposed Registration"),  other than  pursuant to  a registration
statement  on Form S-4 or  Form S-8 or  similar or successor forms,
ConSil  shall  promptly  give   written  notice  of  such  Proposed
Registration to Hecla (including whether such Proposed Registration
is an underwritten public offering) and shall offer Hecla the right
to request inclusion  of any shares  in the Proposed  Registration.
Hecla shall have  twenty (20) days from the  receipt of such notice
to deliver to  ConSil a  written request specifying  the number  of
shares  Hecla  intends to  sell  and  Hecla's  intended  method  of
disposition (if not an underwritten public offering).  Upon receipt
of such  request,  ConSil shall  promptly use  its reasonable  best
efforts  to  cause  all such  shares  to  be  registered under  the
Securities Act in connection  with such Proposed Registration.   If
the  Proposed  Registration  is  an  underwritten  public offering,
ConSil shall cause the  managing underwriter to include  the shares
proposed to be  included therein to be  included on the same  terms
and conditions  as  any  similar  securities,  if  any,  of  ConSil
included therein.   Hecla  shall enter  into the same  underwriting
agreement as shall  ConSil and the other  selling security holders,
if any, provided that such underwriting agreement

          1.1.1.    contains  (a)  representations, warranties  and
     agreements on  the part of  the selling security  holders that
     are not substantially different from those customarily made by
     selling  security  holders  in  underwriting  agreements  with
     respect  to secondary  distributions and  (b) representations,
     warranties and agreements on the part of ConSil and such other
     terms  and   provisions  as  are   customarily  contained   in
     underwriting    agreements    with   respect    to   secondary
     distributions and

          1.1.2.    provides   Hecla    with   an   indemnification
     substantially  similar  to  the  indemnification  provided  by
     paragraph 1.6 hereinbelow.






                                -1-





<PAGE>  8
     Notwithstanding the  foregoing, if the managing underwriter of
such  underwritten public  offering delivers  a written  opinion to
ConSil,  with a  copy to Hecla,  that the  inclusion of  any or all
shares proposed to be included in the underwritten public offering,
together with  any other  issued and  outstanding shares  of Common
Stock  proposed  to be  included therein  by other  stockholders of
ConSil  (collectively,  "Registrable Securities")  would materially
and  adversely affect  the success  of  such offering,  then ConSil
shall not  be required  to register  the Registrable Securities  in
excess of the amount,  if any, of the Registrable  Securities which
the  managing  underwriter  of  such  underwritten  offering  shall
reasonably and in  good faith agree in  writing to include in  such
offering  in  excess of  any amount  to  be registered  for ConSil;
provided,  however,  that if  any  Registrable  Securities are  not
included  for this reason, no  shares of any  other stockholders of
ConSil will  be included in  such Proposed Registration  until such
time as all shares which Hecla may request shall have been included
in such Proposed Registration.

     1.2. REGISTRATION PROCEDURES.  If and whenever ConSil is under
an  obligation pursuant  to the  provision of  this paragraph  1 to
effect the registration of any shares, ConSil shall:

          1.2.1.    prepare  and  file   with  the  United   States
     Securities  and  Exchange   Commission  (the  "Commission")  a
     registration statement with respect to the shares;

          1.2.2.    prepare  and  file  with  the  Commission  such
     amendments and supplements to such registration statements and
     the  prospectus  used  in   connection  therewith  as  may  be
     necessary to keep such registration statement effective and to
     comply with the provisions of  the Securities Act with respect
     to the sale or other disposition of all shares covered by such
     registration statement;

          1.2.3.    furnish to  Hecla such number of  copies of any
     summary   prospectus   or   other  prospectus,   including   a
     preliminary prospectus, in conformity with the requirements of
     the Securities  Act, and  such  other documents  as Hecla  may
     reasonably request in order  to facilitate the public sale  or
     other disposition of the shares;

          1.2.4.    use its best efforts to register or qualify the
     shares  covered  by  such  registration  statement  under  the
     securities or  blue sky  laws of  such jurisdictions as  Hecla
     shall  reasonably request  and do  any and  all other  acts or
     things  which may be necessary or advisable to enable Hecla to
     consummate  the  public  sale  or other  disposition  in  such
     jurisdictions of such shares; provided that ConSil shall in no
     event  be  required to  qualify to  do  business as  a foreign
     corporation or as a dealer in any jurisdiction where it is not
     so qualified or to change the composition of its assets at the
     time to conform with  the securities or blue sky  laws of such
     jurisdiction,  to take  any action  that would  subject  it to
     service  of process in suits  other than those  arising out of
     the  offer and sale  of the Registrable  Securities covered by
     the registration statement or to subject itself to taxation in
     any jurisdiction where it has not theretofore done so;
                                -2-





<PAGE>  9

          1.2.5.    if  the  Proposed  Registration  is   a  public
     offering involving  an underwriting, cause all  shares covered
     by each  registration statement  to be  listed  on a  national
     securities exchange or authorized to be quoted on the National
     Association of Securities  Dealers Automated Quotation  System
     ("NASDAQ");

          1.2.6.    at any  time when a prospectus  relating to the
     shares covered  by such registration statement  is required to
     be delivered  under the Securities Act,  promptly notify Hecla
     of  the  happening of  any  event  as a  result  of  which the
     prospectus included in such registration statement, as then in
     effect, includes  an untrue  statement of  a material  fact or
     omits to state a  material fact required to be  stated therein
     or necessary to make the statements therein not  misleading in
     light of the  circumstances then existing and, at  the request
     of  Hecla, prepare,  file and  furnish to  Hecla  a reasonable
     number of copies  of a supplement  to or an amendment  of such
     prospectus  as  may  be   necessary  so  that,  as  thereafter
     delivered to  the purchasers  of such shares,  such prospectus
     shall  not include an untrue  statement of a  material fact or
     omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in the
     light of the circumstances then existing;

          1.2.7.    if  ConSil has  delivered preliminary  or final
     prospectuses to Hecla and after  having done so the prospectus
     is amended to comply with  the requirements of the  Securities
     Act,  ConSil shall  promptly notify  Hecla and,  if requested,
     Hecla shall  immediately cease making offers of the shares and
     return  all prospectuses  to  ConSil.   ConSil shall  promptly
     provide Hecla with revised prospectuses and, following receipt
     of the  revised prospectuses, Hecla  shall be  free to  resume
     making offers of the shares;

          1.2.8.    furnish, at  the request of Hecla,  on the date
     any shares  are  delivered to  the  underwriters for  sale  in
     connection with  a registration pursuant to  this schedule, if
     such shares are being  sold through underwriters, or, if  such
     shares are  not being sold  through underwriters, on  the date
     that the registration  statement with respect thereto  becomes
     effective,

               1.2.8.1.  an   opinion,  dated  such  date,  of  the
          counsel  representing ConSil  for  the purposes  of  such
          registration,  in form  and substance  as is  customarily
          given to underwriters in an underwritten public offering,
          addressed to the underwriters, if any, and to Hecla and

               1.2.8.2.  a  letter  dated   such  date,  from   the
          independent  certified public  accountants of  ConSil, in
          form and substance as is customarily given by independent
          certified   public  accountants  to  underwriters  in  an
          underwritten   public   offering,   addressed    to   the
          underwriters, if any, and Hecla; and


                                -3-





<PAGE>  10

          1.2.9.    before  filing  a  registration   statement  or
     prospectus  or  any  amendments or  supplements  thereto  with
     respect to the shares, furnish to Hecla, its counsel and other
     representatives, and  the underwriters, if any,  copies of all
     such documents proposed to be filed,  which documents shall be
     made available on  a timely  basis for review  and comment  by
     Hecla and  any such  underwriters.  No  references therein  to
     Hecla or the shares shall be made which have not been approved
     in writing by Hecla.

          1.2.10.   give each  of Hecla, its counsel,  auditors and
     other representatives and the  underwriters, if any, access to
     its  books  and  records  and  opportunities  to  discuss  the
     business  of ConSil with its officers and auditors as shall be
     necessary in the opinion of Hecla, such underwriters and their
     respective  counsel, and  to conduct  all due  diligence which
     Hecla,  such underwriters  and  their respective  counsel  may
     reasonably require;

          1.2.11.   otherwise use its  best efforts to comply  with
     the Securities Act, the Exchange Act, all applicable rules and
     regulations of the Commission, and all applicable blue sky and
     any other securities laws, rules and  regulations which may be
     applicable; and

          1.2.12.   if the Proposed Registration is an underwritten
     public offering,  provide a  transfer agent and  registrar for
     the  shares included  in the  Proposed Registration  not later
     than the closing date of the Proposed Registration.

     1.3  COOPERATION BY HECLA.   Hecla shall cooperate with ConSil
in connection  with the preparation of  the registration statement,
and for so  long as ConSil is obligated to  file and keep effective
the  registration  statement,  shall  timely   provide  ConSil,  in
writing,  for   use  in   the  registration  statement,   all  such
information regarding  Hecla and  the shares  as may  be reasonably
necessary to  enable ConSil  to prepare the  registration statement
and  prospectus covering  the shares to  maintain the  currency and
effectiveness thereof  and otherwise to comply  with all applicable
requirements of law in connection therewith.

     1.4. LOCK-UP  AGREEMENT.    Hecla  shall not,  to  the  extent
requested in writing by ConSil and an underwriter of an offering of
shares  of   Common  Stock  (or  securities   convertible  into  or
exercisable or exchangeable for shares  of Common Stock) of ConSil,
sell  or otherwise transfer or  dispose any shares  not included in
such  registration statement  for 90  days following  the effective
date of  a registration  statement filed  by ConSil.   In order  to
enforce the foregoing  covenant (and for no  other purpose), ConSil
may impose stop-transfer instructions with respect to such excluded
shares until the end of such period.

     1.5. EXPENSES.   ConSil  shall  pay all  expenses incurred  by
ConSil and  Hecla in  complying with  this paragraph  1, including,
without limitation, all registration and filing fees (including all
expenses  incident  to  filing  with the  National  Association  of
Securities Dealers, Inc.), fees and expenses of complying with the
                                -4-





<PAGE>  11

securities laws of all  such jurisdictions in which the  shares are
proposed  to be offered and  sold, printing expenses,  and fees and
disbursements of  counsel and  auditors representing ConSil  and of
counsel representing Hecla; provided, however, that Hecla shall pay
all transfer  taxes and  brokerage and underwriters'  discounts and
commissions attributable to the shares.

     1.6. INDEMNIFICATION  BY   CONSIL.    In  the   event  of  any
registration under  the Securities  Act of  any shares  pursuant to
this  Schedule,  ConSil  shall,  to the  extent  permitted  by law,
indemnify  and  hold harmless  Hecla,  any  underwriter, broker  or
dealer who participates  in the  offering or sale  of such  shares,
Hecla's counsel, auditors and other  representatives, each officer,
director, employee or  agent of  Hecla, and each  other person,  if
any, who controls any  of the foregoing persons within  the meaning
of Section 15  of the  Securities Act, against  any losses,  costs,
claims, damages  or liabilities,  joint or  several (or actions  in
respect  thereof) ("Losses"),  incurred by  or to  which each  such
indemnified party may become subject under the  Securities Act, the
Exchange Act or otherwise, but only to the extent such Losses arise
out of or are based upon 

          1.6.1.    any   untrue   statement   or  alleged   untrue
     statement of  any material  fact contained or  incorporated by
     reference, in  any registration  statement under  which shares
     were registered  under the Securities Act,  in any preliminary
     prospectus  or  in  any  final prospectus,  or  in  any  post-
     effective  amendment  or  supplement thereto  or  any document
     incorporated  by  reference into  any  of  the foregoing  (the
     "Disclosure Documents"),

          1.6.2.    any  omission  or  alleged  omission  to  state
     therein  a material  fact  required to  be  stated therein  or
     necessary to make the  statements made therein not misleading,
     or

          1.6.3.    any  violation   of   any  federal   or   state
     securities laws  or rules or  regulations thereunder committed
     by  ConSil   in  connection   with  the  performance   of  its
     obligations under  the Agreement;  and  ConSil will  reimburse
     immediately  on demand  each  such indemnified  party for  all
     legal  or other expenses reasonably incurred  by such party in
     connection  with investigating or  defending any  such Losses,
     including any  amounts paid  in settlement of  any litigation,
     commenced or threatened; provided, however, that ConSil  shall
     not be  liable to an indemnified party in any such case to the
     extent that any such Losses arise out of or are  based upon an
     untrue statement  or alleged  untrue statement or  omission or
     alleged  omission made  in  any such  Disclosure Documents  in
     reliance  upon  and  in  conformity  with written  information
     relating  to such indemnified party furnished  to ConSil by or
     on behalf of such  indemnified party specifically stating that
     it is for use in the preparation thereof.




                                -5-





<PAGE>  12

2.   CANADIAN PROSPECTUS.
     -------------------

     2.1. INCIDENTAL QUALIFICATION.  If ConSil at any time proposes
to  prepare and  file  a prospectus  under  any of  the  applicable
securities  legislation  of any  of the  provinces  of Canada,   as
amended (collectively, the "Securities Acts") for a distribution of
shares of its  Common Stock, whether  or not for  sale for its  own
account, ConSil will  give prompt  written notice to  Hecla of  its
intention  to do so,  describing such proposed  distribution.  Upon
the written request of Hecla delivered to ConSil within twenty (20)
days  after  the giving  of any  such  notice (which  request shall
specify the shares intended to be disposed of by Hecla and  Hecla's
intended method  of disposition (if not  an underwritten offering),
ConSil  will  use  its  reasonable  best  efforts  to   effect  the
qualification  under the Securities Acts of the Provinces of Canada
in   which  ConSil  proposes  to   make  its  distribution  of  the
distribution  of all shares which  ConSil has been  so requested by
Hecla to qualify.  If the distribution contemplated by ConSil is to
be made by  or through one or more underwriters, ConSil shall cause
the  managing underwriter  to  include the  shares  proposed to  be
included therein to be included on the same terms and conditions as
any  similar securities, if any, of ConSil included therein.  Hecla
shall enter  into the same  underwriting agreement as  shall ConSil
and  the other selling security holders, if any, provided that such
underwriting agreement

          2.1.1.    contains

               2.1.1.1.  representations, warranties and agreements
          on  the part of the selling security holders that are not
          substantially  different from  those customarily  made by
          selling security holders  in underwriting agreements with
          respect to secondary distributions and

               2.1.1.2.  representations, warranties and agreements
          on the part of ConSil and such other terms and provisions
          as are customarily  contained in underwriting  agreements
          with respect to secondary distributions and

          2.1.2.    provides   Hecla    with   an   indemnification
     substantially  similar  to  the  indemnification  provided  by
     paragraph 1.6 hereof.

     Notwithstanding the foregoing, if the lead underwriter of such
underwritten offering  shall deliver  a written opinion  to ConSil,
with a copy to  Hecla, that the distribution  of any or all  of the
shares, together  with any other  issued and outstanding  shares of
Common  Stock proposed  to be  included in  the distribution,  will
materially and adversely affect the distribution of such securities
by  such underwriter (such opinion to  state the reasons therefor),
then  ConSil shall not be  required to qualify  the distribution of
shares  in excess  of the  number,  if any,  of  shares which  such
underwriter  shall reasonably and in good faith agree in writing to
include in such offering  in excess of any amount to  be registered
for ConSil; provided, however, that if any shares are not included

                                -6-





<PAGE>  13

for this reason, no shares of any other shareholders of ConSil will
be  included in such proposed  distribution until such  time as all
shares which Hecla  may request  shall have been  included in  such
proposed distribution; and ConSil shall not be obligated to qualify
the distribution  of shares under this  subparagraph 2.1 incidental
to the qualification of a distribution of any  of its securities in
connection   with   any   acquisitions,   mergers,   amalgamations,
arrangements, reorganizations, securities exchange offers, dividend
reinvestment  plans  or stock  option  or  other employee  benefits
plans.

     2.2. Procedures.
          ----------

          2.2.1.    If  and whenever ConSil  is required  to effect
     the qualification of  any distribution of shares under  any of
     the Securities  Acts as provided in  subparagraph 2.1. hereof,
     ConSil shall:

               2.2.1.1.  prepare and file  in both the English  and
          French   languages,   as   appropriate,   a   preliminary
          prospectus or  similar document in each  of the provinces
          of  Canada   in  which   ConSil  proposes  to   make  the
          distribution and  such other related documents  as may be
          necessary   or  appropriate  relating   to  the  proposed
          distribution  and shall,  as soon  as possible  after any
          comments  of   the  securities  commissions   or  similar
          regulatory  authorities of  each  of  such  provinces  of
          Canada  (the  "Commissions")  have  been  satisfied  with
          respect thereto,  prepare and  file under  the Securities
          Acts of  such provinces of  Canada a final  prospectus in
          the  English and  French languages,  as appropriate,  and
          shall take  all other steps  and proceedings that  may be
          necessary in order to qualify the shares for distribution
          under the Securities  Acts of such provinces of Canada by
          registrants  who comply with  the relevant  provisions of
          those Securities Acts;

               2.2.1.2.  prepare and file with the Commissions such
          amendments and supplements to the  preliminary prospectus
          and final prospectus as  may be necessary to  comply with
          the provisions of the Securities Acts with respect to the
          distribution  of the shares  and other securities covered
          thereby  until such time as  all of the  shares and other
          securities have  been disposed of in  accordance with the
          intended  method of  disposition  by  Hecla (and  Hecla's
          agents);

               2.2.1.3.  furnish to Hecla such number of commercial
          copies of the preliminary prospectus and final prospectus
          and of  each amendment and supplement  thereto (including
          all documents incorporated therein by reference) and such
          other relevant documents as Hecla may reasonably request;

               2.2.1.4.  furnish to Hecla:


                                -7-





<PAGE>  14

                    2.2.1.4.1.     an opinion of counsel for ConSil
               addressed to  Hecla and dated the  effective date of
               the final prospectus and the closing date;

                    2.2.1.4.2.     a "comfort"  letter addressed to
               the underwriter or underwriters dated each such date
               signed by the auditors of ConSil; and

                    2.2.1.4.3.     if  translation into  the French
               language is  required, an opinion  of Quebec counsel
               for ConSil  addressed to  Hecla and dated  each such
               date  relating to the translation of the preliminary
               prospectus  and  the final  prospectus and,  in each
               case, covering substantially the same matters as are
               customarily covered in such documents and such other
               matters as Hecla may reasonably request;

               2.2.1.5.  promptly notify Hecla  of the happening of
          any event as a result of which the preliminary prospectus
          or the final prospectus, as then in effect, would include
          a  misrepresentation (as  defined in  the  Securities Act
          (Ontario)) or an  untrue statement of a  material fact or
          omit to state  any material  fact required  to be  stated
          therein or  necessary to  make any statement  therein not
          misleading  in the light of the circumstances in which it
          was made, and at the request of Hecla prepare and furnish
          to Hecla  a reasonable number  of commercial copies  of a
          supplement  to  or  an   amendment  of  the   preliminary
          prospectus and  the final prospectus as  may be necessary
          so  that, as  thereafter delivered  to purchasers  of the
          shares  or  other  securities,  such  document  shall not
          include a  misrepresentation or an untrue  statement of a
          material  fact or omit to state  a material fact required
          to be stated  therein or necessary to make  any statement
          therein not misleading in  the light of the circumstances
          in which it was made;

               2.2.1.6.  otherwise use its  best efforts to  comply
          with all  applicable Securities Acts and  policies, rules
          and regulations of the Commissions;

               2.2.1.7.  provide a transfer agent and registrar for
          such  securities not later  than the closing  date of the
          offering; and

               2.2.1.8.  if  the  distribution  is an  underwritten
          public   offering,  cause  all  shares  covered  by  each
          prospectus  to be listed on a stock exchange in Canada or
          authorized to be quoted on NASDAQ.

     2.3. COOPERATION BY HECLA.   Hecla shall cooperate with ConSil
in connection  with the  preparation of the  preliminary and  final
prospectus, shall provide ConSil, in writing, for use in the




                                -8-





<PAGE>  15

preliminary and  final  prospectus all  such information  regarding
Hecla and  the  shares as  may  be necessary  to  enable ConSil  to
prepare the  preliminary and  final prospectus covering  the shares
and  otherwise to comply with all applicable requirements of law in
connection therewith.

     2.4. LOCK-UP  AGREEMENT.    Hecla  shall not,  to  the  extent
requested in writing by ConSil and an underwriter of an offering of
shares  of   Common  Stock  (or  securities   convertible  into  or
exercisable or exchangeable for shares of Common  Stock) of ConSil,
sell  or otherwise  transfer  or dispose  any  shares for  90  days
following the  date of the  final prospectus filed  by ConSil.   In
order to enforce the foregoing covenant (and for no other purpose),
ConSil may  impose stop-transfer instructions with  respect to such
excluded shares until the end of such period.

     2.5. EXPENSES.   ConSil and Hecla will each pay their pro rata
share,  based on their proportion  of the number  of shares offered
pursuant  to a final prospectus, of all expenses incidental to such
offering including,  without limitation, all filing  fees, all fees
and expenses  of complying with  the Securities Acts,  all printing
fees and  expenses, all  fees associated  with translations  of the
preliminary  prospectus  and the  final prospectus,   All  fees and
disbursements of counsel to Hecla and its associates  or affiliates
shall be  paid by Hecla.  All fees and disbursements of counsel and
auditors of ConSil shall be paid by ConSil.

     2.6. PREPARATION;  REASONABLE  INVESTIGATION.   In  connection
with  the preparation  and  filing of  any preliminary  prospectus,
final prospectus  or similar document,  ConSil will give  Hecla and
the underwriters,  if any,  and their respective  counsel, auditors
and other  representatives, the  opportunity to participate  in the
preparation  of  such  documents  and  each  amendment  thereof  or
supplement thereto and  such documents, amendments and  supplements
will be made available on a timely basis for review  and comment by
Hecla,  its counsel,  auditors  and other  representatives and  the
underwriters, if any.  No references therein to Hecla or the shares
shall be  made which have  not been  approved in writing  by Hecla.
ConSil will give  each of  Hecla, its counsel,  auditors and  other
representatives and the  underwriters, if any, access  to its books
and records and  opportunities to  discuss the  business of  ConSil
with its officers and auditors as shall be necessary in the opinion
of  Hecla, such underwriters  and their respective  counsel, and to
conduct all due  diligence which Hecla, such underwriters and their
respective counsel  may reasonably  require in  order to  conduct a
reasonable  investigation  for  purposes   of  establishing  a  due
diligence  defense as  contemplated by the  Securities acts  and in
order  to  enable  such  underwriters to  execute  the  certificate
required to be executed by them at the end of each such document.








                                -9-