MERGER AGREEMENT


            This merger agreement (this "Agreement") is dated as of January 25,
2002, and is between CONSIL CORP, an Idaho corporation ("ConSil"), CONSIL MERGER
CORP., a Nevada  corporation  and a wholly-owned  subsidiary of ConSil  ("Sub"),
LUMALITE, INC., a California corporation ("Lumalite"),  and certain stockholders
of Lumalite, MICHAEL JACKSON of 1210 Loma Portal Dr., El Cajon, California 92020
("Jackson"),  DALE RORABAUGH of P.O. Box 1864, Rancho Santa Fe, California 92067
("Rorabaugh")  and JOSEPH  FOREHAND of 4222 Avocado Blvd.,  La Mesa,  California
91941  ("Forehand"),  such  stockholders  each referred to as  "Stockholder"  or
collectively known as the "Stockholders".

            The  parties  wish to effect the  acquisition  of Lumalite by ConSil
through a merger of Sub into Lumalite, and intend that this merger be treated as
a "plan of reorganization" within the meaning of Section 368 of the Code.

            Capitalized  terms not defined herein shall have the meaning set for
on Exhibit A attached hereto and incorporated herein by this reference.

            The parties therefore agree as follows:


                                   ARTICLE 1

                     THE MERGER, SCHEDULE AND CONSIDERATION


     1.1 The Merger.  Subject to the terms of this  Agreement  and in accordance
with the applicable  state and federal law, the parties shall cause Sub to merge
with and into Lumalite (that merger,  the "Merger").  At the Effective Time, the
separate  corporate  existence of Sub will cease,  and Lumalite will continue as
the  surviving  corporation  of the Merger  (in that  capacity,  the  "Surviving
Corporation").

     1.2 Filing of  Certificates  of Merger;  Effective  Time.  As  promptly  as
practicable,  the parties shall cause a  certificate  of merger to be filed with
the Secretary of State of  California  in accordance  with the CGCL (the "Merger
Certificates")  and shall take all further  actions  required by law to make the
Merger  effective.  The Merger will be effective  once both Merger  Certificates
have been duly filed (the time of  effectiveness  of the Merger,  the "Effective
Time").

     1.3 Effects of the Merger.  The Merger will have the effects  specified  in
this Agreement and in the CGCL.


     1.4 Articles of Incorporation and Bylaws.  The certificate of incorporation
and  bylaws of  Lumalite  immediately  prior to the  Effective  Time will be the
certificate of incorporation and bylaws of the Surviving Corporation immediately
after the Effective Time.

     1.5  Directors  and  Officers.  The  directors  and  officers  of  Lumalite
immediately  prior to the  Effective  Time will be the directors and officers of
the Surviving  Corporation  immediately  after the Effective Time, and they will
each hold office in accordance with the articles of  incorporation,  the by-laws
of the Surviving Corporation and the provisions of the CGCL.

     1.6 Conversion of Stock and Consideration.


         (a) At the  Effective  Time,  by virtue of the Merger and  without  any
action on the part of the parties, the following will occur:

              (i) all shares of common stock of Lumalite outstanding immediately
prior to the  Effective  Time  (other  than  shares held by Lumalite as treasury
stock) will be cancelled and converted into and become the right to receive,  in
the aggregate,  17,800,000 shares of ConSil Common Stock, after giving effect to
the reverse stock split  contemplated  by Section 8.7, to be  distributed to the
stockholders  of Lumalite in the  amounts set forth on Schedule  1.6 (a)(i).  No
cash will be paid in lieu of fractional shares,  which are rounded down pursuant
to this Section.

              (ii) all shares of stock held at the Effective Time by Lumalite as
treasury  stock will be  canceled  and no payment  will be made with  respect to
those shares; and

              (iii) each share of capital stock of Sub  outstanding  immediately
prior to the  Effective  Time will be  converted  into and  become  one  validly
issued,  fully-paid,  and non-assessable  share of common stock of the Surviving
Corporation.

     1.7 Assumptions of Options.  Effective at the Effective  Time,  ConSil will
assume all the  outstanding  options  (whether  vested or  unvested) to purchase
Lumalite  common  stock  listed on Schedule  1.7  (collectively,  the  "Lumalite
Options").  Each  Lumalite  Option shall be converted  into an option (a "ConSil
Option"),  to purchase that number of shares of ConSil Common Stock as set forth
on Schedule 1.7. The exercise price per share of ConSil Common Stock purchasable
under each such ConSil Option shall be equal to the exercise price per share set
forth on  Schedule  1.7.  All of the other terms and  conditions  of each ConSil
Option will be the same in all material respects to the  corresponding  Lumalite
Option.  There will be no  acceleration of options as a result of the Merger and
all options  will  continue to vest on the  current  schedule.  ConSil may grant
Lumalite  employees  additional  options to purchase  ConSil stock options under
standard  terms of any ConSil  stock option and equity  incentive  plans then in
effect.

     1.8 Closing of Lumalite  Transfer  Books.  After the  Effective  Time,  the
Surviving Corporation shall close the stock transfer books of Lumalite and shall
not make any transfers of Lumalite  common stock.  If, after the Effective Time,
certificates  representing  shares of Lumalite common stock are presented to the
Surviving Corporation, the Surviving Corporation shall cancel those certificates
and issue in exchange, certificates representing ConSil Common Stock.

     1.9 Further  Assurances.  Lumalite and  Stockholders  agree that if, at any
time after the Effective Time,  ConSil  considers or is advised that any further
deeds,  assignments or assurances are reasonably necessary or desirable to vest,
perfect or confirm in ConSil or the Surviving  Corporation title to any property
or rights of Lumalite as provided  herein,  ConSil and any of its  officers  are
hereby  authorized  by Lumalite  to execute  and deliver all such proper  deeds,
assignments  and  assurances  and do all other things  necessary or desirable to
vest,  perfect  or  confirm  title to such  property  or rights in ConSil or the
Surviving Corporation and otherwise to carry out the purposes of this Agreement,
in the name of Lumalite, the Stockholders or otherwise.

     1.10 Tax-Free  Reorganization.  The parties intend that (i) the Merger be a
reorganization  within  the  meaning  of  Section  368 of the Code and (ii) this
Agreement be a "plan of  reorganization"  within the meaning of the  regulations
promulgated under Section 368 of the Code.

     1.11 Purchase Accounting.  The parties intend that the Merger be treated as
a purchase for accounting purposes.

     1.12  Dissenting  Shares.  Holders of shares of Lumalite  capital stock who
have complied with all  requirements  for perfecting  stockholders'  dissenters'
rights,  as set forth in Section 1300 et seq. of the CGCL,  shall be entitled to
their rights under the California  Law with respect to such shares  ("Dissenting
Shares").



                                   ARTICLE 2

                     REPRESENTATIONS CONCERNING STOCKHOLDERS

     Each Stockholder represents to ConSil as to himself as follows:

     2.1 Authority.

         (a)  Stockholder  has full legal  capacity to execute and deliver  this
Agreement and the other Transaction  Documents to which he or she is a party and
to perform his or her obligations hereunder and thereunder.

         (b) Assuming that ConSil has duly authorized  execution and delivery of
this Agreement,  this Agreement  constitutes the valid and binding obligation of
Stockholder,  enforceable in accordance with its terms, except as enforceability
is  limited  by  (i)  any  applicable  bankruptcy,  insolvency,  reorganization,
moratorium or similar law affecting creditors' rights generally, or (ii) general
principles of equity, whether considered in a proceeding in equity or at law.

     2.2  Consents.  Except as set forth on  Schedule  2.2,  Stockholder  is not
required to obtain the Consent of any Person, including the Consent of any party
to any Contract to which Lumalite is a party,  in connection  with execution and
delivery of this Agreement and the other  Transaction  Documents and performance
of his obligations hereunder and thereunder.

     2.3 No Violations.  Stockholder's  execution and delivery of this Agreement
and the other Transaction  Documents to which he is party and performance of his
obligations  hereunder  and  thereunder  do not and will not (i) conflict  with,
result in a breach  of,  constitute  a default  under (or an event  which,  with
notice or lapse of time or both, would  constitute a default under),  accelerate
the performance  required by, result in the creation of any Lien upon any of the
properties or assets of Stockholder  under,  or create in any party the right to
accelerate,  terminate,  modify,  or cancel,  or require any notice  under,  any
Contract to which Stockholder is a party or by which any properties or assets of
Stockholder are bound, or (ii) violate any Law or Order to which  Stockholder is
subject.

     2.4 Title to Shares.  Stockholder owns beneficially and of record, free and
clear of any Liens,  the number of shares of Lumalite  common stock set forth in
Schedule  2.4  opposite  his name,  and there exist no  stockholder  agreements,
voting trusts,  proxies, or other Contracts with respect to the sale,  transfer,
registration or voting of shares of Lumalite common stock held by Stockholder.

     2.5  Proceedings.  There are no  Proceedings  pending or, to  Stockholder's
knowledge, threatened in writing against Stockholder that challenge, or may have
the effect of preventing,  delaying or making illegal, or otherwise  interfering
with, any of the transactions  contemplated by this Agreement or the Transaction
Documents,  and to Stockholder's  knowledge no event or circumstance exists that
may  give  rise  to or  serve  as a  basis  for  the  commencement  of any  such
Proceeding.

     2.6 Investment  Representations of Stockholders.  Stockholder has read this
Agreement and all other  documents  provided by ConSil in  connection  with this
Agreement,  including the ConSil SEC Documents,  and fully understands the terms
under which  shares of ConSil  Common  Stock are being issued to him pursuant to
this Agreement. ConSil has given Stockholder the opportunity to ask questions of
and receive answers from ConSil  concerning  ConSil and the terms and conditions
under which  shares of ConSil  Common  Stock will be issued to him and to obtain
any  additional  information  that  ConSil  possesses  or  can  acquire  without
unreasonable  effort or expense  that is  necessary  to verify the  accuracy  of
information  furnished in connection  with this  Agreement or in response to any
request  for  information.   Stockholder  is  satisfied  with  the  answers  and
information  ConSil has provided.  Each Stockholder  understands and agrees that
the stock being  issued to him is  restricted  and shall be held for  investment
purposes only. Each Stockholder confirms that he is an accredited  investor,  as
defined in SEC rules.

     2.7 Purchaser Representative.  Stockholder has retained Lawrence Kallett to
act as Stockholder's  purchaser  representative  (as that term is defined in SEC
Regulation D) in connection with the Merger.

     2.8 Disclosure.  No representation made by Stockholder in this Agreement is
inaccurate in any material  respect or omits to state a material fact  necessary
to make the statements  made in this  Agreement,  in light of the  circumstances
under which they were made, not misleading.

     2.9 Involvement in Certain Proceedings. During the past five years, none of
the events enumerated in Item 401(d) of Regulation S-B have occurred with regard
to Stockholder.


                                   ARTICLE 3

                       REPRESENTATIONS CONCERNING LUMALITE


     Lumalite and Stockholders (to the best of Stockholders' knowledge), jointly
and severally, represent to ConSil and Sub as follows:

     3.1 Organization and Good Standing.

         (a) Lumalite is a corporation  duly organized,  validly existing and in
good  standing  under the laws of the State of  California,  with all  necessary
corporate  power and authority to own or use its assets and conduct its business
as it is now being  conducted.  Lumalite is duly  qualified  to do business as a
foreign  corporation in, and is in good standing under the laws of each state or
other  jurisdiction  in which  either the  ownership or use of its assets or the
nature of the business conducted by it requires that it be so qualified,  except
where a failure to be so qualified is not  reasonably  likely to have a Material
Adverse Effect on Lumalite.

         (b)  Lumalite  has  delivered  to  ConSil  a copy  of the  articles  of
incorporation and by-laws of Lumalite as currently in effect.

     3.2 Authority.

         (a) Lumalite  has full power and  authority to execute and deliver this
Agreement  and the  other  Transaction  Documents  to which  it is party  and to
perform its obligations hereunder and thereunder. Execution and delivery of this
Agreement  and  the  other  Transaction  Documents  to  which  it is  party  and
performance by Lumalite of its  obligations  hereunder and thereunder  have been
duly  authorized  by the board of directors  of Lumalite and no other  corporate
proceedings  on the part of Lumalite are  necessary  with respect  thereto other
than authorization by the stockholders of Lumalite.

         (b) This  Agreement  constitutes  the valid and binding  obligation  of
Lumalite,  enforceable in accordance with its terms, except as enforceability is
limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors' rights generally, or (ii) general principles
of equity, whether considered in a proceeding in equity or at law.

     3.3 Consents. Except as set forth in Schedule 3.3, Lumalite is not required
to obtain the Consent of any Person,  including  the Consent of any party to any
Contract to which Lumalite is a party, in connection with execution and delivery
of this  Agreement and the other  Transaction  Documents and  performance of its
obligations hereunder and thereunder.

     3.4 No  Violations.  Except  as  set  forth  in  Schedule  3.4,  Lumalite's
execution and delivery of this Agreement and the other Transaction  Documents to
which it is party and performance of its obligations hereunder and thereunder do
not (a) violate any  provision  of the articles of  incorporation  or by-laws of
Lumalite as  currently  in effect,  (b)  conflict  with,  result in a breach of,
constitute  a default  under (or an event that,  with notice or lapse of time or
both, would constitute a default under), accelerate the performance required by,
result  in the  creation  of any Lien  upon any of the  properties  or assets of
Lumalite  under,  or create in any  party  the right to  accelerate,  terminate,
modify,  or cancel,  or require any notice under, any Contract to which Lumalite
is a party or by which any  properties  or assets of Lumalite are bound,  or (c)
violate any Law or Order to which Lumalite is subject.

     3.5 Capitalization.

         (a) The  authorized  capital stock of Lumalite  consists of Ten Million
(10,000,000) shares of Common Stock.

         (b) As of the date of this Agreement, there were (i) 2,070,924shares of
Lumalite  common  stock issued and  outstanding,  and (ii) no shares of Lumalite
capital stock held in the treasury of Lumalite.

         (c) All of the issued and  outstanding  shares of Lumalite common stock
have  been  duly   authorized   and  are  validly   issued,   fully  paid,   and
non-assessable,  and all shares of Lumalite common stock that have been reserved
for issuance will, upon issuance in compliance with the terms of the instruments
pursuant to which they are to be issued,  be duly  authorized,  validly  issued,
fully paid, and non-assessable.

         (d) Each  stockholder of Lumalite is listed on Schedule 2.4 and are the
registered holders of the number of shares of Lumalite common stock as set forth
opposite their name.

         (e)  Except  as set forth in  Schedule  3.5(e),  there are no  options,
warrants,  or other  Contracts  to which  Lumalite  is a party  relating  to the
issuance,  sale,  or transfer of any equity  securities  or other  securities of
Lumalite. To Lumalite's Knowledge, there exist no stockholder agreements, voting
trusts,   proxies,   or  other  Contracts  with  respect  the  sale,   transfer,
registration or voting of shares of Lumalite common stock.

     3.6 Ownership Interests. Except as set forth in Schedule 3.6, Lumalite does
not own, or have any Contract to acquire,  any equity securities or other direct
or indirect ownership interest in any other entity that are not reflected on its
Balance Sheet.

     3.7 Financial  Statements.  Lumalite has previously delivered to ConSil (i)
the audited  balance  sheet of Lumalite  as of December  31, 2000 (the  "Balance
Sheet"), and the related audited statements of income and cash flow for Lumalite
for the year then ended,  and (ii) the audited  balance  sheet of Lumalite as of
August  31,  2001  (the  "Interim  Balance  Sheet"),  and  the  related  audited
statements of income and cash flow for Lumalite for the eight months then ended.
These   financial   statements  have  been  prepared  in  accordance  with  GAAP
consistently applied with past practice (except in each case as described in the
notes thereto) and on that basis present fairly, in all material  respects,  the
financial position and the results of operations and cash flow of Lumalite as of
the  respective  dates of and for the  periods  referred  to in these  financial
statements,  subject,  in the  case  of the  Interim  Financial  Statements,  to
year-end adjustments.

     3.8 Books and Records.  The books of account,  minute  books,  stock record
books,  and other records of Lumalite,  all of which have been made available to
ConSil,  have been  properly kept and contain no  inaccuracies  except for those
inaccuracies that are not reasonably likely to have a Material Adverse Effect on
Lumalite. At the Closing, all of Lumalite's records will be in the possession of
Lumalite.

     3.9 Real Property.  Lumalite does not own any real  property.  Schedule 3.9
contains an accurate list of all  leaseholds  or other  interests of Lumalite in
any real property.

     3.10 Title to  Properties;  Liens.  Except as set forth on  Schedule  3.10,
Lumalite has good and marketable  title to the  properties  and assets  (whether
real,  personal,  or mixed,  and whether tangible or intangible) that it owns or
purports  to own,  including  all the  properties  and assets  reflected  in the
Balance Sheet (except for personal  property  disposed of in the Ordinary Course
of Business  since the date of the Balance  Sheet),  free and clear of all Liens
except  Permitted  Liens.  Lumalite  has a valid  leasehold,  license  or  other
interest in all of the other assets,  real or personal,  tangible or intangible,
that it uses in the  operation  of its  business,  free and  clear of all  Liens
except Permitted Liens.

     3.11 Condition and Sufficiency of Assets. The building,  plant, structures,
and  equipment  of  Lumalite  are  structurally  sound,  are in  good  operating
condition and repair,  reasonable  wear and tear excepted,  and are adequate for
the  uses to which  they are  being  put,  and,  to  Lumalite's  Knowledge,  the
building,  plant,  structures,  and  equipment  of  Lumalite  is not in  need of
maintenance or repairs except for ordinary, routine maintenance and repairs that
are not material in nature or cost.

     3.12 Customers and Suppliers.

         (a) Schedule  3.12(a) contains an accurate list of the name and address
of each customer that purchased in excess of 5% of Lumalite's  sales of goods or
services  during the 18 months ended on the date of the Interim  Balance  Sheet.
Lumalite has good commercial working relationships with its customers and, since
the date of the  Interim  Balance  Sheet,  none of these  customers  has  either
terminated its  relationship  with or  significantly  reduced its purchases from
Lumalite or indicated its intention to do so for any reason.

         (b) Schedule  3.12(b) contains an accurate list of the name and address
of each  supplier  from which  Lumalite  purchased in excess of 5% of Lumalite's
purchases  of goods or  services  during the 18 months  ended on the date of the
Interim Balance Sheet.  Lumalite has good commercial working  relationships with
its suppliers  and, since the date of the Interim  Balance Sheet,  none of these
suppliers  has  terminated  its  relationship   with  or  altered  in  a  manner
detrimental to Lumalite its  accommodations,  sales,  or services to Lumalite or
indicated its intention to do so for any reason.

     3.13  Accounts  Receivable.  Except  as set  forth on  Schedule  3.13,  the
accounts  receivable  shown on the Interim  Balance  Sheet arose in the Ordinary
Course  of  Business  and have been  collected  or are  collectible  in the book
amounts thereof,  less the allowance for doubtful  accounts and returns provided
for in such balance  sheet.  Allowances  for  doubtful  accounts and returns are
adequate  and have  been  prepared  in  accordance  with the past  practices  of
Lumalite.  The accounts  receivable  of Lumalite  arising  after the date of the
Interim  Balance  Sheet and prior to the date  hereof  arose,  and the  accounts
receivable  arising prior to the Closing Date will arise, in the Ordinary Course
of Business  and have been  collected  or are  collectible  in the book  amounts
thereof,  less  allowances  for  doubtful  accounts  and returns  determined  in
accordance with the past practices of Lumalite.  None of the accounts receivable
are subject to any contest,  claim,  or right of set-off,  other than returns in
the Ordinary  Course of Business,  and Lumalite has no knowledge of any specific
facts  that  would be  reasonably  likely  to give  rise to any such  claim.  No
material  amount of accounts  receivable are contingent  upon the performance by
Lumalite of any obligation. No agreement for deduction or discount has been made
with respect to any accounts receivable.

     3.14 Inventory. All inventory of Lumalite,  whether or not reflected in the
Balance Sheet or the Interim  Balance Sheet,  consists of product salable in the
Ordinary Course of Business.  The gross sales price of the inventory received by
Lumalite  upon sale  will be no less  than the  retail  prices  received  in the
ordinary course of business.

     3.15 No Undisclosed Liabilities. Except as set forth on the Balance Sheets,
Lumalite has no  liabilities of the type required to be reflected as liabilities
on a balance sheet  prepared in accordance  with GAAP except for  liabilities or
obligations  reflected or reserved  against in the Balance  Sheet or the Interim
Balance  Sheet  and  current  liabilities  incurred  in the  Ordinary  Course of
Business since the respective dates thereof,  and to Lumalite's Knowledge has no
other  liabilities or  obligations  of any nature  (whether known or unknown and
whether  absolute,  accrued,  contingent,  or  otherwise),  other  than any such
liabilities  or  obligations  that would not  reasonably  be  expected to have a
Material Adverse Effect on Lumalite.

     3.16 Taxes.

         (a)  Lumalite has filed on a timely basis  (including  any  extensions)
with the appropriate  Governmental Bodies in the applicable jurisdictions either
each Tax Return of Lumalite that is due or a valid  request for  extension  with
respect to that Tax Return.  All Tax Returns filed by Lumalite are true, correct
and  complete.  Lumalite  has paid fully on a timely  basis all Taxes due except
those Taxes that Lumalite is contesting in good faith by appropriate proceedings
or as to which Lumalite has set aside adequate reserves determined in accordance
with GAAP and stated in the Balance Sheet or the Interim Balance Sheet.

         (b)  There  are no  material  claims  or  assessments  pending  against
Lumalite  for any  alleged  deficiency  in any Tax,  there are no  pending or to
Lumalite's  Knowledge threatened audits or investigations for or relating to any
liability in respect of any Tax,  and Lumalite has not been  notified in writing
of any proposed Tax claims or assessments  against  Lumalite (other than in each
case, claims or assessments for which Lumalite has provided adequate reserves in
the Balance Sheet or the Interim  Balance Sheet or which  Lumalite is contesting
in good faith or which, when taken together, have not had and are not reasonable
likely to have a Material  Adverse  Effect on Lumalite).  There are no Liens for
material  amounts of Taxes on the  properties  or assets of Lumalite  except for
statutory  Liens for current  Taxes not yet due and  payable.  Lumalite  has not
given or been requested to give waivers or extensions (or is or would be subject
to a  waiver  or  extension  given  by  any  other  Person)  of any  statute  of
limitations  relating to the payment of Taxes of Lumalite or for which  Lumalite
may be liable.  Lumalite has no liability  for the Taxes of any Person or entity
other than Lumalite. Lumalite has not made any change in accounting methods, and
has not  received a ruling  from or signed an  agreement  with any  Governmental
Body, that is likely to have a Material Adverse Effect on Lumalite. Lumalite has
not, with regard to any assets or property  held,  acquired or to be acquired by
it, filed a consent to the  application of Section 341(f) of the Code, or agreed
to have Section  341(f)(2) of the Code apply to any disposition of a "subsection
(f) asset" (as that term is defined in Section  341(f)(4)  of the Code) owned by
Lumalite.

         (c) Lumalite is not a party to any  agreement,  arrangement or contract
providing for the allocation,  indemnification or sharing of Taxes.  Lumalite is
not a party  to any  agreement,  contract  or  arrangement  that  could  result,
separately  or in  the  aggregate,  in the  payment  of  any  "excess  parachute
payments" within the meaning of Section 280G of the Code.

         (d) Lumalite is not, nor has it been for the five-year period preceding
the Closing,  a U.S. real  property  holding  corporation  as defined in Section
897(c)(2) of the Code.

     3.17 Environmental Matters.

         (a) To Lumalite's  Knowledge,  the  operations of Lumalite are and have
always been in compliance with all applicable Environmental Laws.

         (b) To Lumalite's Knowledge, neither Lumalite nor any of its operations
are subject to any Order or Contract  respecting (i)  Environmental  Laws,  (ii)
Remedial  Action,  (iii)  any  Environmental  Claim,  or  (iv)  the  Release  or
threatened Release of any Hazardous Material.

         (c) To  Lumalite's  Knowledge,  none  of  the  operations  of  Lumalite
involves  the  generation,  transportation,  treatment,  storage or  disposal of
Hazardous Material.

     3.18 Compliance With Laws; Permits.

         (a) Lumalite is, and at all times since its organization,  has been, in
compliance  with each Law that is or was  applicable  to it or to the conduct or
operation of its business or the  ownership or use of any of its  properties  or
assets, except for noncompliance that individually or in the aggregate would not
reasonably be expected to have a Material Adverse Effect on Lumalite.

         (b) Lumalite has not received, at any time since its organization,  any
written notice from any Governmental  Body or any other Person regarding (i) any
alleged  violation  of any Law,  or (ii) any alleged  obligation  on the part of
Lumalite  to  undertake,  or to bear all or any  portion  of the  cost  of,  any
remedial action of any nature under any Law.

         (c) Schedule  3.18(c) contains an accurate list of each material Permit
held by Lumalite that relates to the business of, or to any of the properties or
assets owned or used by,  Lumalite.  Each Permit  listed in Schedule  3.18(c) is
valid and in full force and effect.

     3.19  Proceedings;   Orders.  There  are  no  Proceedings  pending  or,  to
Lumalite's  Knowledge,  threatened in writing against Lumalite or any properties
or assets of Lumalite,  and there is no Order to which  Lumalite,  or any of the
properties or assets of Lumalite, is subject.

     3.20  Absence of Certain  Changes and  Events.  Except as set forth in this
Agreement,  including Exhibits and Schedules attached hereto,  since the date of
the Interim  Balance  Sheet,  Lumalite has  conducted  its business  only in the
Ordinary Course of Business and there has not occurred any of the following:

         (a) any acceleration,  amendment, or change in Lumalite's authorized or
issued capital stock;  grant of any stock option or right to purchase  shares of
capital stock of Lumalite;  issuance of any security  convertible into shares of
capital  stock  of  Lumalite;   grant  of  any  registration  rights;  purchase,
redemption,  retirement,  or other  acquisition  by  Lumalite  of any  shares of
capital stock of Lumalite;  or  declaration  or payment of any dividend or other
distribution  (whether  in cash,  stock,  or  property)  in respect of shares of
capital stock of Lumalite;

         (b) any  amendment  of the  articles  of  incorporation  or  by-laws of
Lumalite;

         (c) any increase in the salary, bonus, or other compensation payable by
Lumalite to, or any increase in benefits payable under any Lumalite Plan to, any
director,  officer, employee,  consultant or independent contractor,  except for
increases in the Ordinary  Course of Business  consistent  with  Lumalite's past
practice, or any entry into any employment,  consulting, incentive compensation,
severance, or similar Contract with any director, officer, employee,  consultant
or independent  contractor that is not terminable without liability on notice of
30 days or less;

         (d) any change in the period of exercisability of options granted under
any  Lumalite  Plan or  authorization  of cash  payments in exchange for options
granted under any Lumalite Plan;

         (e) any  incurrence  of  indebtedness  for borrowed  money,  except for
borrowings and re-borrowings  under Lumalite's  existing credit facilities,  any
assumption or guarantee of the debt of any other Person,  or any loan or advance
to any Person other than in the Ordinary Course of Business;

         (f) any damage to or  destruction  or loss of any asset or  property of
Lumalite  not fully  covered by  insurance  that is  reasonably  likely to have,
individually or in the aggregate, a Material Adverse Effect on Lumalite;

         (g) any sale (other than sales of inventory  in the Ordinary  Course of
Business),  lease,  or  other  disposition  of,  or  any  mortgage,  pledge,  or
imposition of any Lien except  Permitted Liens on, any property or asset that is
material, individually or in the aggregate, to the business of Lumalite;

         (h) any cancellation or waiver of any material claims or rights without
adequate consideration or a reasonable business purpose;

         (i) any merger or  consolidation  with,  or purchase  of a  substantial
equity interest in or all or a substantial portion of the assets of, any Person;

         (j)  any  material  revaluation  by  Lumalite  of any  of  its  assets,
including any writing-down of the value of inventory, or writing-off of notes or
accounts  receivable  other than in the Ordinary  Course of Business  consistent
with past practice;

         (k) any material change in the accounting methods used by Lumalite;

         (l) any change,  event or other circumstance that taken individually or
in the  aggregate  has had or could  reasonably  be  expected to have a Material
Adverse Effect on Lumalite,  except for general changes in the industry in which
Lumalite operates or in the economy; or

         (m) entry by Lumalite into any Contract to do any of the foregoing.


     3.21     Contracts.

         (a) Schedule 3.21  contains a list of the following  Contracts to which
Lumalite is party:

              (i)  each  Contract  relating  to  indebtedness  of  Lumalite  for
borrowed money (whether incurred, assumed, guaranteed or secured by any asset);

              (ii) each Contract  relating to the lending of more than $5,000 in
any one  instance  or  $10,000  in the  aggregate  by  Lumalite  to any  Person,
including any Affiliate of Lumalite;

              (iii) each Contract (or group of related  Contracts) for the lease
of  personal  property  to or from any Person  providing  for lease  payments in
excess of $5,000 in any one instance or $10,000 in the aggregate per annum;

              (iv) each Contract concerning a partnership or joint venture;

              (v) each  Contract  (other  than a Contract  listed  elsewhere  in
Schedule  3.21)  requiring  that  Lumalite   maintain   confidential  any  given
information;

              (vi) each Contract in which Lumalite  agrees not to compete in any
line of business, in any geographic area, or with any Person;

              (vii) each collective  bargaining agreement or other Contract with
a labor union or other representative of a group of employees;

              (viii)  each  Contract  for  the  employment  by  Lumalite  of any
individual  on a  full-time,  part-time,  consulting,  independent  contracting,
leased employee or other basis;

              (ix) each Contract providing for indemnification of or by Lumalite
(other than a Contract listed elsewhere in Schedule 3.21);

              (x) each Contract in which Lumalite agrees to provide  products or
services to any Person,  or receive  products or services  from any Person,  for
consideration other than cash;

              (xi) each other Contract with a Lumalite customer;

              (xii)  each  Contract  granting  Lumalite  the  right  to use  any
Intellectual  Property Assets of another Person  (excluding  Contracts  granting
Lumalite  rights to  off-the-shelf  commercial  software),  or granting  another
Person  the  right to use,  or  restricting  Lumalite's  right to use,  Lumalite
Intellectual Property Assets of Lumalite; and

              (xiii) any other  Contract  (or group of related  Contracts)  that
involve consideration in excess of $20,000.

         (b) Except as noted in  Schedule  3.21(b),  Lumalite  has  provided  to
ConSil a copy of each Contract listed in Schedule 3.21.

         (c) Each Contract to which  Lumalite is a party  identified or required
to be  identified  in Schedule 3.21 is in full force and effect and is valid and
enforceable in accordance with its terms, except as enforceability is limited by
(i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors' rights generally, or (ii) general principles of equity,
whether considered in a proceeding in equity or at law.

         (d) Lumalite is not in default under any Contract to which it is party,
and to Lumalite's  Knowledge no event or  circumstance  has occurred that would,
with notice or lapse of time or both,  constitute  an event of default under any
material Contract to which Lumalite is a party.

         (e) Except as set forth in Schedule  3.21(e),  Lumalite is not party to
any unwritten contract.

     3.22 ERISA and Employee Benefit Matters.

         (a) Schedule  3.22(a) lists all material (i) "employee  benefit plans,"
within the meaning of Section  3(3) of ERISA,  of  Lumalite,  (ii) bonus,  stock
option,   stock  purchase,   stock  appreciation  right,   incentive,   deferred
compensation,  supplemental  retirement,  severance,  and fringe  benefit plans,
programs,   policies  or  arrangements,   and  (iii)  employment  or  consulting
agreements,  for the benefit of, or relating to, any current or former  employee
(or any beneficiary thereof) of Lumalite, in the case of a plan described in (i)
or (ii) above, that is currently maintained by Lumalite or with respect to which
Lumalite  has an  obligation  to  contribute,  and in the  case of an  agreement
described in (iii) above,  that is currently in effect (the  "Lumalite  Plans").
Lumalite has heretofore made available to ConSil true and complete copies of the
Lumalite  Plans  and  any  amendments  thereto,  any  related  trust,  insurance
contract,  summary plan description,  and, to the extent required under ERISA or
the Code,  the most recent  annual report on Form 5500 and summaries of material
modifications.

         (b) No Lumalite Plan is (i) a "multi-employer  plan" within the meaning
of Sections 3(37) or 4001(a)(3) of ERISA, (ii) a "multiple employer plan" within
the meaning of Section 3(40) of ERISA or Section 413(c) of the Code, or (iii) is
subject to Title IV of ERISA or Section 412 of the Code.

         (c)  There  is no  Proceeding  pending  or,  to  Lumalite's  Knowledge,
threatened  against  the assets of any  Lumalite  Plan or,  with  respect to any
Lumalite Plan, against Lumalite other than Proceedings that would not reasonably
be expected to result in a material liability, and to Lumalite's Knowledge there
is no Proceeding  pending or threatened in writing  against any fiduciary of any
Lumalite Plan other than  Proceedings  that would not  reasonably be expected to
result in a material liability.

         (d) Each of the Lumalite  Plans has been operated and  administered  in
all  material  respects  in  accordance  with  its  terms  and  applicable  law,
including, but not limited to, ERISA and the Code.

         (e) Except as provided on Schedule 3.22(e),  each of the Lumalite Plans
that is intended to be  "qualified"  within the meaning of Section 401(a) of the
Code has received a favorable  determination,  notification,  or opinion  letter
from the IRS.

         (f) No director,  officer, or employee of Lumalite will become entitled
to  retirement,  severance  or similar  benefits or to  enhanced or  accelerated
benefits  (including any acceleration of vesting or lapsing of restrictions with
respect to  equity-based  awards)  under any Lumalite Plan solely as a result of
consummation  of the  transactions  contemplated by this Agreement and the other
Transaction Documents.

         (g) No Lumalite Plan  provides  benefits or payments  contingent  upon,
triggered by, or increased as a result of a change in the ownership or effective
control of Lumalite.

     3.23     Employees.

         (a) Schedule 3.23 lists the following  information for each employee of
Lumalite  as of the date of this  Agreement:  (i) name;  (ii) job  title;  (iii)
current annual base salary or annualized wages; (iv) bonus  compensation  earned
during 2000 and 2001.  Lumalite does not pay  compensation to the members of its
board of directors for acting as such.

         (b) To  Lumalite's  Knowledge,  there  exists no  condition or state of
facts or circumstances relating to consummation of the transactions contemplated
by this Agreement or the other Transaction  Documents that could have a Material
Adverse Effect on Lumalite's relations with its employees.

         (c)  Lumalite  does not have any  obligation  to  reinstate  any former
officer or employee of Lumalite.  Lumalite is not  required to make  payments of
any  kind  (including  severance  payments)  to any  former  director,  officer,
employee, agent or independent contractor of Lumalite. No officer or employee of
Lumalite has indicated his or her intention to resign.

         (d) All of the officers and  employees of Lumalite are in good standing
under the terms and conditions of their employment,  and to Lumalite's Knowledge
there exists no problem or  difficulty  with the  employment  of such officer or
employee.

         (e)  Lumalite  has  paid  all  wages,  bonuses,  commissions  or  other
compensation  due and payable to each of its  employees in  accordance  with its
customary practice, except that Lumalite has not paid management bonuses for the
four month period beginning September 1, 2001 and ending December 31, 2001.

         (f)  Lumalite  is not  and  has  not  been a  party  to any  collective
bargaining agreement.

     3.24 Intellectual Property Assets.  Schedule 3.24 contains an accurate list
of all material  Intellectual  Property Assets used by Lumalite in the operation
of its  business as it is  currently  conducted  (the  "Applicable  Intellectual
Property  Assets").  Lumalite  owns or has the  right to use all the  Applicable
Intellectual  Property Assets,  free and clear of all Liens other than Permitted
Liens.  As of the date of this  Agreement,  no Person  has  alleged in a written
notice to Lumalite that any activity in which Lumalite is engaged infringes upon
or misappropriates any Intellectual Property Assets of any other Person.

     3.25 Conduct of Business;  Use of Name. The business carried on by Lumalite
has been  conducted  directly by  Lumalite,  and not through  any  Affiliate  or
through any other Person.  Lumalite owns and has the exclusive right,  title and
interest in and to the name  "Lumalite,  Inc." for corporate law purposes in the
State of  California,  and except as set forth in Schedule  3.26,  to Lumalite's
Knowledge  no other  Person  has the  right to use  that  name or any  confusing
variation  on that name in the U.S.  in  connection  with the  operation  of any
business similar or related to the business conducted by Lumalite.

     3.26  Insurance.  Schedule 3.26 lists all insurance  policies held by or on
behalf  of  Lumalite,  and the  premiums  under  and  expiration  dates of those
policies.  Each of those  policies  is in full force and effect and is valid and
enforceable in accordance  with its terms.  Lumalite is not in default under any
such  policy nor has  Lumalite  failed to give any  notice or present  any claim
under any such policy in due and timely  fashion,  and to  Lumalite's  Knowledge
there  exist no grounds for the  insurer's  canceling  or avoiding  any of those
policies or  increasing  the  premiums of those  policies,  or for  reducing the
coverage  provided by those  policies.  Lumalite has previously  provided ConSil
with a copy of each of those policies.

     3.27 Brokers or Finders.  Except as provided in Schedule 3.27, Lumalite and
its agents have incurred no  obligation  or liability,  contingent or otherwise,
for brokerage or finders' fees or agents'  commissions or other similar  payment
in connection with this Agreement.

     3.28  Affiliated  Transactions.  Schedule  3.28 lists any Contract  between
Lumalite and any of the Stockholders or any director,  officer,  employee or any
other Affiliate of Lumalite or any of the Stockholders.

     3.29  Warranties,  Guarantees  and  Indemnities.  Except  as  disclosed  in
Schedule 3.29 or in the agreements or contract  listed herein,  Lumalite has not
provided to its customers or any third parties (i) any  warranties or guarantees
regarding the Lumalite  products or services;  (ii) any rights to obtain refunds
with respect to Lumalite's  products or services or (iii) any  indemnities  with
respect to intellectual property infringement.

     3.30 Product and Service  Quality.  All  products and services  provided by
Lumalite to  customers  on or prior to the Closing  Date  conform to  applicable
contractual commitments,  implied warranties not disclaimed, express warranties,
product  specifications  and  quality  standards  published  by  Lumalite in all
material  respects,  and  Lumalite  does not have any  material  liability  (and
Lumalite  is not aware of any  basis for any  present  or future  action,  suit,
proceeding, hearing,  investigation,  charge, complaint, claim or demand against
Lumalite giving rise to any liability outside of acceptable  industry standards)
for replacement or repair thereof, or for the taking of any remedial action with
respect  thereto  or  other  damages  in  connection  therewith.   All  material
complaints  outside of acceptable  industry  standards received since Lumalite's
incorporation from customers regarding  Lumalite's products and services are set
out in Schedule 3.30 in detail reasonably sufficient to understand the nature of
the complaint and the resolution or lack of resolution thereof.

     3.31 No  Stockholder  Claims.  No  stockholder  of Lumalite  has claimed in
writing any interest in any additional  shares of Lumalite capital stock, or any
options,  warrants or other  securities  of  Lumalite,  except for the number of
shares of Lumalite  capital  stock which such person is shown to be the owner of
on Schedule  2.4,  and no third party who is not  disclosed  on Schedule 2.4 has
made in writing,  any claim of  entitlement to receive any shares of the capital
stock of Lumalite,  any warrants or other rights to acquire any capital stock of
Lumalite or any other  securities of Lumalite,  and to  Lumalite's  Knowledge no
such claim has been made orally.

     3.32  Corporate  Documents.  Lumalite  has made  available  to  ConSil  for
examination all documents and information disclosed in Sections 3.1 through 3.31
or other  exhibits  called  for by this  Agreement  which  have been  reasonably
requested  by  ConSil's  legal  counsel,  including,   without  limitation,  the
following:  (a) copies of  Lumalite's  articles of  incorporation  and bylaws as
currently in effect;  (b) Lumalite's  minute book  containing all records of all
proceedings,   consents,  actions  and  meetings  of  Lumalite's  directors  and
shareholders;  (c) Lumalite's stock ledger, journal and other records reflecting
all stock  issuances  and  transfers;  and (d) all permits,  orders and consents
issued by any regulatory  agency with respect to Lumalite,  or any securities of
Lumalite, and all applications for such permits, orders and consents.

     3.33 Purchaser  Representative.  Each  stockholder of Lumalite has retained
Lawrence Kallett to act as such stockholder's purchaser  representative (as that
term is defined in SEC Regulation D) in connection with the Merger.

     3.34 Disclosure.  No  representation  made by Lumalite in this Agreement is
inaccurate in any material  respect or omits to state a material fact  necessary
to make the statements  made in this  Agreement,  in light of the  circumstances
under which they were made,  not  misleading.  Stockholders  and  Lumalite  have
provided to ConSil all information that they reasonably believe is necessary for
ConSil to make an informed investment decision.


                                   ARTICLE 4

                    REPRESENTATIONS CONCERNING CONSIL AND SUB


     ConSil and Sub represent to Lumalite as follows:

     4.1 Organization and Good Standing. Each of ConSil and Sub is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
state of its incorporation,  with all necessary corporate power and authority to
own or use its properties and assets and conduct its business as it is now being
conducted.  Each of ConSil and Sub is duly qualified to do business as a foreign
corporation  in, and is in good standing  under the laws of, each state or other
jurisdiction  in which either the ownership or use of its  properties and assets
or the nature of the business  conducted by it requires that it be so qualified,
except where the failure to be so qualified  would not reasonably be expected to
have a Material Adverse Effect on ConSil.

     4.2 Authority.

              (a)  ConSil  and  Sub  have  all  requisite  corporate  power  and
authority  to execute  and  deliver  this  Agreement  and the other  Transaction
Documents  to which it is party and to perform  its  obligations  hereunder  and
thereunder.  Execution and delivery of this Agreement and the other  Transaction
Documents to which it is party and  performance by each of ConSil and Sub of its
obligations hereunder and thereunder have been duly authorized,  with respect to
ConSil,  by the board of  directors  of ConSil and,  with respect to Sub, by the
Board of Directors of Sub and by ConSil in its capacity as sole  stockholder  of
Sub,  and no  other  corporate  proceedings  on the part of  ConSil  and Sub are
necessary with respect thereto other than, with respect to ConSil, approval by a
the stockholders of ConSil.

              (b) This Agreement constitutes the valid and binding obligation of
each of ConSil and Sub,  enforceable  in  accordance  with its terms,  except as
enforceability  is  limited  by  (i)  any  applicable  bankruptcy,   insolvency,
reorganization,  moratorium,  fraudulent  transfer,  or  similar  law  affecting
creditors'  rights  generally,  or (ii) general  principles  of equity,  whether
considered in a proceeding in equity or at law.

     4.3 Consents.  Neither  ConSil nor Sub is required to obtain the Consent of
any Person,  including  the Consent of any party to any Contract to which ConSil
or Sub is a party,  in connection  with execution and delivery of this Agreement
and performance of its obligations under this Agreement.

     4.4 No Violations. Execution and delivery by each of ConSil and Sub of this
Agreement  and  the  other  Transaction  Documents  to  which  it is  party  and
performance of its  obligations  hereunder and thereunder do not (i) violate any
provision  of its articles of  incorporation  or by-laws as currently in effect,
(ii)  conflict  with,  result in a breach of,  constitute a default under (or an
event that,  with notice or lapse of time or both,  would  constitute  a default
under),  accelerate the  performance  required by, result in the creation of any
Lien  upon any of its  properties  or assets  under,  or create in any party the
right to accelerate,  terminate, modify, or cancel, or require any notice under,
any Contract to which it is a party or by which any of its  properties or assets
are bound,  or (iii) violate any Law or Order currently in effect to which it is
subject.

     4.5 Capitalization.

         (a) The  authorized  capital  stock of ConSil  consists  of One Hundred
Million  (100,000,000)  shares  of  ConSil  Common  Stock,  no par value and Ten
Million (10,000,000) Shares of Preferred Stock, par value $0.25 per share.

         (b) As of the date of this  Agreement,  (i)  there  were  approximately
21,949,707 shares of ConSil Common Stock issued and outstanding,  (ii) no shares
of Preferred  Stock were issued and  outstanding,  and (iii) no shares of ConSil
capital stock were held in the treasury of ConSil. ConSil has provided a current
shareholder list to Lumalite.

         (c) All of the issued and  outstanding  shares of ConSil  Common  Stock
have  been  duly   authorized   and  are  validly   issued,   fully  paid,   and
non-assessable,  and all shares of ConSil  Common Stock that have been  reserved
for issuance will, upon issuance in compliance with the terms of the instruments
pursuant to which they are to be issued,  be duly  authorized,  validly  issued,
fully paid, and non-assessable.

         (d) When issued in  accordance  with the terms of this  Agreement,  the
shares of ConSil Common Stock Stock to be issued  pursuant to the Merger will be
duly authorized, validly issued, fully paid, and non-assessable.

         (e)  Except  as set forth on  Schedule  4.5(e),  there are no  options,
warrants,  or  other  Contracts  to  which  ConSil  is a party  relating  to the
issuance,  sale,  or transfer of any equity  securities  or other  securities of
ConSil.

         (f) The authorized capital stock of Sub consists of 1,000,000 shares of
common  stock,  par value  $0.001 per share.  All of the issued and  outstanding
shares of common stock of Sub have been duly  authorized and are validly issued,
fully paid, and non-assessable, and are owned by ConSil.

     4.6 Filings With the SEC.

         (a) Except as set forth on Schedule 4.6,  during the past twelve months
ConSil has filed with the SEC all reports,  proxy  statements,  forms, and other
documents  that has been required by law to file with the SEC (those  documents,
the "ConSil SEC Documents").  As of the date they were each filed, giving effect
to any  amendments,  (i) the  ConSil  SEC  Documents  complied  in all  material
respects with the  requirements  of the  Securities  Act or the Exchange Act, as
applicable, in effect on the date of filing and (ii) the ConSil SEC Documents do
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

         (b) Each of the ConSil  financial  statements  (including  the  related
notes)  included in the ConSil SEC  Documents  have been  prepared in accordance
with GAAP  consistently  applied with past  practice  and on that basis  present
fairly,  in all material  respects,  the  financial  position and the results of
operations,  changes in stockholders' equity, and cash flows of ConSil as of the
respective  dates  of  and  for  the  periods  referred  to in  these  financial
statements.

     4.7  Proceedings.   There  are  no  Proceedings  pending  or,  to  ConSil's
Knowledge,  threatened in writing  against  ConSil that question the validity of
this Agreement or any of the other Transaction  Documents or any action taken or
to be taken in connection with the  transactions  contemplated by this Agreement
or any of the other Transaction Documents.

     4.8 No Material Adverse Effect. Other than as disclosed Schedule 4.8, there
is no event,  circumstance  or occurrence  that,  taken  individually  or in the
aggregate  could  reasonably be expected to have, a Material  Adverse  Effect on
ConSil,  except for general  changes in the industry in which ConSil operates or
in the economy.

     4.9 Brokers or Finders. ConSil and its officers and agents have incurred no
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or  agents'  commissions  or other  similar  payment  in  connection  with  this
Agreement.


                                   ARTICLE 5

                          CERTAIN OBLIGATIONS OF CONSIL

     5.1 Board  Representation.  From the Effective Time, ConSil shall cause the
director of ConSil ("ConSil  Director") to have four nominees of Lumalite as set
forth on Schedule 5.1 ("Lumalite  Nominees"),  reasonably  acceptable to ConSil,
appointed to the board of directors of ConSil.  Following the appointment of the
Lumalite Nominees,  ConSil will cause the ConSil Director to resign and the four
nominees of Lumalite shall constitute the entire board of directors of ConSil.

     5.2 No Other Negotiations.  Except as otherwise provided in this Agreement,
ConSil and its directors and officers shall not, and ConSil shall direct and use
its best efforts to cause the  employees,  representatives  and agents of ConSil
not  to,  directly  or  indirectly,  solicit  or  encourage  the  initiation  of
(including  by  way  of  furnishing  information)  any  inquiries  or  proposals
regarding any merger, sale of assets, sale of shares of capital stock (including
without limitation by way of a tender offer) or similar transaction.

     5.3 Public  Relations  Firm.  ConSil shall retain a public  relations  firm
within ninety days of the Closing Date.

     5.4  Continued  Information  Requirements.  ConSil  shall be  obligated  to
continue to comply  with SEC  disclosure  information  and  Standard  and Poor's
and/or Moody's listing  requirements  for a period of at least three years after
the Closing Date so as to permit eligible  unrestricted  stock to be traded on a
public exchange or on the OTC NASDAQ electronic bulletin board.

     5.5 Reverse  Split.  Except as provided in Section 8.7, for a period of two
years after the Closing  Date,  ConSil shall not effect a reverse stock split of
its  outstanding  capital stock unless such a reverse stock split is required by
the  underwriters in a registered  public offering of ConSil's capital stock; or
such reverse stock split is necessary to obtain  approval for  quotation  ConSil
Common Stock on NASDAQ.

     5.6 Post-Closing  Capitalization.  It is the intent of the parties that (i)
all of the transactions  contemplated by this Agreement are effected,  including
the Merger,  the reverse stock split contemplated in Section 8.7, the conversion
of debt  contemplated  in  Section  8.9 and the  sale  of  ConSil  Common  Stock
contemplated   in  Section  8.6,  and  (ii)  following  the  completion  of  the
transactions  contemplated by this Agreement, the capitalization of ConSil shall
be as set forth on Schedule 5.6.


                                   ARTICLE 6

                CERTAIN OBLIGATIONS OF LUMALITE AND STOCKHOLDERS

     6.1 Financial Statements.  As soon as practicable after the Effective Time,
but no later than 60 days after such date, Lumalite agrees to deliver to ConSil,
Lumalite's  certified financial  statements in form and substance required to be
filed with the Securities and Exchange Commission.

     6.2 No Other  Negotiations.  Stockholders,  Lumalite and its  directors and
officers  shall not, and Lumalite shall direct and use its best efforts to cause
the  employees,  representatives  and agents of  Lumalite  not to,  directly  or
indirectly,  solicit  or  encourage  the  initiation  of  (including  by  way of
furnishing information) any inquiries or proposals regarding any merger, sale of
assets,  sale of shares of capital stock (including without limitation by way of
a tender offer) or similar transaction.

     6.3  Certain  Agreements.  Lumalite  will cause all present  employees  and
consultants of Lumalite engaged in development  activity who have not previously
executed  Lumalite's  forms of assignments  of copyright and other  intellectual
property  rights to Lumalite to execute such forms.

     6.4  Regulatory  Approvals.  Lumalite will execute and file, or join in the
execution and filing, of any application or other document that may be necessary
in order to obtain the  authorization,  approval or consent of any  governmental
body, federal,  state, local or foreign,  which may be reasonably  required,  or
which ConSil may reasonably  request, in connection with the consummation of the
transactions  provided for in this  Agreement.  Lumalite will use its reasonable
best efforts to obtain or assist  ConSil in obtaining  all such  authorizations,
approvals and consents.

     6.5 Necessary  Consents.  Lumalite will use its reasonable  best efforts to
obtain such written  consents and waivers  (including  waivers of any applicable
refusal  or  co-sale   rights  that  may  apply  to  the   transactions   hereby
contemplated) and take such other actions as may be necessary or appropriate for
Lumalite to facilitate and allow the consummation of the  transactions  provided
for herein and to facilitate  and allow ConSil to carry on  Lumalite's  business
after the Closing Date.

     6.6  Stockholder  Approval.  Lumalite  will hold a special  meeting  of its
stockholders (the "Stockholders' Meeting") at the earliest practicable date (and
in any event prior to 30 days from the date of this  Agreement  and in any event
prior to the holding of any special  meeting or  circulation of any consent with
respect to any alternative  proposal) to submit this  Agreement,  the Merger and
related   matters  for  the   consideration   and  approval  of  the  Lumalite's
stockholders,  which  approval  will  be  recommended  by  Lumalite's  board  of
directors.  Such meeting will be called, held and conducted,  and any proxies or
consent will be solicited,  in compliance with  applicable  law.  Lumalite shall
ensure that the Stockholders'  Meeting is called,  noticed,  convened,  held and
conducted,  and that all proxies and consents  solicited in connection  with the
Stockholders'  Meeting are solicited,  in compliance  with all applicable  legal
requirements.  Lumalite's  obligation to call,  give notice of, convene and hold
the  Stockholders'  Meeting in  accordance  with this  Section  6.6 shall not be
limited or otherwise affected by the commencement,  disclosure,  announcement or
submission to Lumalite of any alternative  proposal.  Nothing  contained in this
Section  6.6  shall  limit  Lumalite's   obligation  to  hold  and  convene  the
Stockholders' Meeting (regardless of whether the unanimous recommendation of the
board of directors of Lumalite  shall have been  withdrawn,  amended or modified
and  regardless  of  whether  the board of  directors  of  Lumalite  shall  have
recommended  acceptance of a tender offer or exchange offer commenced by a third
party),  it being understood that Lumalite shall be required to hold and convene
the Stockholders' Meeting in accordance with this Section 6.6 unless the holding
of such meeting would  constitute a violation of any  applicable  court order or
statute. Lumalite shall use all reasonable efforts to ensure that the holding of
the  Stockholders'  Meeting will not  constitute  a violation of any  applicable
court order or statute.

     6.7 Stockholder Vote. Stockholders shall vote in favor of the Merger at the
Stockholders' Meeting.


                                   ARTICLE 7

                                 CLOSING MATTERS

     7.1 The Closing.  Subject to  termination  of this Agreement as provided in
Section 8 below,  the  closing of the  transactions  provided  for  herein  (the
"Closing")  will take place at a place mutually agreed to by ConSil and Lumalite
at 10:00 a.m.,  Mountain  Standard Time on the second business day following the
last to be  satisfied  of the  conditions  to closing set forth in Article 8 and
Article 9 or such other date as the parties agree (the "Closing Date"). Prior to
or  concurrently  with the Closing,  the Articles of Merger,  and such officers'
certificates or other documents as may be required to effectuate the Merger will
be filed with the California  Secretary of State and such other jurisdictions as
may be required.  Accordingly, the Merger will become effective at the Effective
Time.

     7.2 Exchange of Certificates.


         7.2.1 As of the Effective  Time,  all shares of Lumalite Stock that are
outstanding  immediately prior thereto will, by virtue of the Merger and without
further action,  cease to exist,  and all such shares will be converted into the
right to receive from ConSil the number of shares of ConSil  Common Stock as set
forth in Section 1.6.

         7.2.2 At and after the Effective  Time, each  certificate  representing
outstanding  shares of Lumalite common stock will represent the number of shares
of ConSil Common Stock into which such shares of Lumalite common stock have been
converted,  and such shares of ConSil Common Stock will be deemed  registered in
the name of the holder of such  certificate.  As soon as  practicable  after the
Effective  Time,  each holder of shares of Lumalite  common stock will surrender
(a) the certificates for such shares (the "Lumalite Certificates") to ConSil for
cancellation or (b) an affidavit of lost certificate (or non-issued certificate)
with   appropriate   indemnification   (the   "Affidavit")  in  form  reasonably
satisfactory to ConSil. Promptly following the Effective Time and receipt of the
Lumalite  Certificates  and/or  the  Affidavit  (or any  lost  certificate  bond
required  by the  transfer  agent if the  transfer  agent  will not  accept  the
indemnification  in the  Affidavit  in lieu of the bond),  ConSil will cause its
transfer  agent to  issue to such  surrendering  holder  certificate(s)  for the
number of  shares  of  ConSil  Common  Stock to which  such  holder is  entitled
pursuant to Section 1.6.

         7.2.3 All shares of ConSil Common Stock delivered upon the surrender of
Lumalite  Certificates  in accordance with the terms hereof will be delivered to
the  registered  holder.  After the  Effective  Time,  there  will be no further
registration  of transfers of the shares of Lumalite Stock on the stock transfer
books of Lumalite.  If, after the  Effective  Time,  Lumalite  Certificates  are
presented  for  transfer  or for any other  reason,  they will be  canceled  and
exchanged and certificates therefor will be delivered.

         7.2.4 Until Lumalite  Certificates  representing  Lumalite common stock
outstanding prior to the Merger are surrendered pursuant to Section 7.2.2 above,
such certificates will be deemed, for all purposes, to evidence ownership of (a)
the number of shares of ConSil  Common  Stock into which the shares of  Lumalite
common stock will have been converted as set forth in Section 1.1.

     7.3 Assumption of Options and Warrants.  Promptly after the Effective Time,
ConSil  will  notify in writing  each  holder of a  Lumalite  Option of: (i) the
assumption  of such  Lumalite  Option by  ConSil,  (ii) the  conversion  of such
Lumalite  Options  into  ConSil  Options,  (iii) the  number of shares of ConSil
Common Stock that are then  subject to such ConSil  Option and (iv) the exercise
price of such ConSil Option, all as determined pursuant to Section 1.7 hereof.


                                   ARTICLE 8

                      CONDITIONS TO OBLIGATIONS OF LUMALITE


     Lumalite's   obligations  hereunder  are  subject  to  the  fulfillment  or
satisfaction, on and as of the Closing, of each of the following conditions (any
one or more of which may be waived by Lumalite):

     8.1 Accuracy of Representations  and Warranties.  The  representations  and
warranties  of ConSil set forth in Section 4 (excluding  any  representation  or
warranty that refers  specifically  to "the date of this  Agreement,"  "the date
hereof" or any other date other than the Closing  Date) shall be accurate in all
material  respects  on and as of the  Closing  Date  as if made on and as of the
Closing  Date,  and the  representations  and  warranties of ConSil set forth in
Section 4 that refer  specifically  to "the date of this  Agreement,"  "the date
hereof" or any other date other than the Closing  Date shall have been  accurate
in all  material  respects  as of the  date of  this  Agreement  or  such  other
specified  date and Lumalite  shall have received a  certificate  to such effect
executed on behalf of ConSil by its President.

     8.2 Compliance with Law. There shall be no order,  decree, or ruling by any
court  or  governmental   agency  or  threat  thereof,  or  any  other  fact  or
circumstance,   which  would  prohibit  or  render   illegal  the   transactions
contemplated by this Agreement.

     8.3 Government Consents.  There shall have been obtained at or prior to the
Closing  Date such  permits or  authorizations,  and there shall have been taken
such  other  actions,  as  may be  required  to  consummate  the  Merger  by any
regulatory authority having jurisdiction over the parties and the actions herein
proposed  to be  taken,  including  but  not  limited  to  satisfaction  of  all
requirements under applicable federal and state securities laws.

     8.4 No Litigation.  No litigation or proceeding shall be pending which will
have the probable  effect of enjoining or preventing the  consummation of any of
the transactions provided for in this Agreement.

     8.5 Requisite  Approvals.  The principal terms of this Agreement shall have
been approved and adopted by ConSil and Sub, as required by  applicable  law and
by their respective Boards of Directors.

     8.6 Sale of ConSil Common Stock.  ConSil shall have sold 12,500,000  shares
of ConSil Common Stock for an aggregate purchase price of $500,000.

     8.7 ConSil Reverse  Split.  ConSil shall have effected a 1:25 reverse stock
split of ConSil's capital stock.

     8.8  Completion of Schedules.  ConSil shall have  completed,  to Lumalite's
reasonable  satisfaction,  the disclosure  schedules  referenced in Article 4 of
this  Agreement,  which may be revised or  supplemented  after execution of this
Agreement, but prior to Closing.

     8.9 Debt Conversion. The Persons set forth on Schedule 8.9 ("Debt Holders")
shall have  entered  into an  agreement  with ConSil to convert the  outstanding
principal and accrued interest under that certain Loan Agreement  between ConSil
and Hecla Mining  Company  ("Hecla")  dated June 28, 1996 and amended on each of
February 2, 1997,  April 16, 1997,  August 1, 1997,  October 1, 1997,  March 30,
1998,  December  31,  1998,  February 9, 2000 and  February  28, 2001 (the "Loan
Agreement")  into no more than  10,118,744  shares of ConSil  Common Stock after
giving effect to the stock split contemplated in Section 8.7. Hecla assigned the
Loan  Agreement to REA LLC ("REA") in its  entirety  pursuant to the terms of an
Irrevocable  Assignment  of Debt  Agreement  dated July 15,  2001.  REA has sold
portions  of the  debt  under  the  Loan  Agreement  to the  Debt  Holders.  The
percentage of the debt under the Loan Agreement held by each of the Debt Holders
is set forth opposite each Debt Holders' name on Schedule 8.9.

     8.10  ConSil  Liabilities.  Excluding  amounts  outstanding  under the Loan
Agreement, ConSil shall have $340,000 in cash or immediately available funds and
no more than $5,000 in liabilities.

                                   ARTICLE 9

                       CONDITIONS TO OBLIGATIONS OF CONSIL

     The  obligations  of ConSil  hereunder  are subject to the  fulfillment  or
satisfaction on, and as of the Closing, of each of the following conditions (any
one or more of which may be waived by ConSil):

     9.1 Accuracy of Representations  and Warranties.  The  representations  and
warranties  of the  Stockholders  and  Lumalite  set forth in  Sections  2 and 3
(excluding any representation or warranty that refers  specifically to "the date
of this  Agreement,"  "the date hereof" or any other date other than the Closing
Date) shall be accurate in all  material  respects on and as of the Closing Date
as if made on and as of the Closing Date, and the representations and warranties
of  Stockholders  and  Lumalite  set  forth  in  Sections  2  and 3  that  refer
specifically  to "the date of this  Agreement,"  "the date  hereof" or any other
date  other than the  Closing  Date shall  have been  accurate  in all  material
respects as of the date of this  Agreement  or such other  specified  date,  and
ConSil shall have  received a certificate  to such effect  executed on behalf of
Lumalite by its Chief Executive Officer and its Chief Financial Officer.

     9.2  Covenants.  Lumalite shall have performed and complied in all material
respects  with all of its  covenants  contained  in  Section 6 on or before  the
Closing and ConSil shall have  received a  certificate  to such effect signed on
behalf of Lumalite by its President and its Executive Vice President.

     9.3 Compliance with Law. There shall be no order,  decree, or ruling by any
court or governmental agency in effect that would prohibit or render illegal the
transactions provided for in this Agreement.

     9.4 Government Consents.  There shall have been obtained at or prior to the
Closing  Date such  permits or  authorizations,  and there shall have been taken
such other action, as may be required to consummate the Merger by any regulatory
authority having  jurisdiction  over the parties and the actions herein proposed
to be taken, including but not limited to satisfaction of all requirements under
applicable federal and state securities laws.

     9.5 Consents. ConSil shall have received all written consents, assignments,
waivers,  authorizations  or other  certificates  necessary  to provide  for the
continuation  in full  force and effect of any and all  contracts  and leases of
Lumalite  which  if not  continued  would  have a  Material  Adverse  Effect  on
Lumalite.

     9.6 Absence of Material  Adverse  Change.  Since the Interim  Balance Sheet
date,  there shall not have been any  Material  Adverse  Change with  respect to
Lumalite.

     9.7 Requisite  Approvals.  The principal terms of this Agreement shall have
been  approved  and  adopted by the  stockholders  of  Lumalite,  as required by
applicable  law and  Lumalite's  articles of  incorporation  and bylaws,  and by
Lumalite's board of directors.

     9.8 No  Litigation.  No  litigation  or  proceeding  shall be threatened or
pending  which will have the  probable  effect of enjoining  or  preventing  the
consummation of any of the transactions  provided for in this Agreement or which
have had or could  reasonably  be expected to have  Material  Adverse  Effect on
Lumalite.

     9.9 Dissenting Shares. None of Lumalite's stockholders shall have exercised
their dissenters rights in connection with the Merger.

     9.10  Opinion  of  Counsel.  ConSil  shall  have  received  an  opinion  of
Lumalite's legal counsel in customary form.

     9.11 Compliance with Securities Laws. ConSil shall be reasonably  satisfied
that the issuance of ConSil  Common Stock  pursuant to this  Agreement is exempt
from the registration requirements of the Securities Act of 1933, as amended.

     9.12  Consulting  Agreement.  ConSil  shall have  entered into a Consulting
Agreement with Century whereby Century will be paid a $10,000 retainer per month
for a period of twelve (12) months.

     9.13 Completion of Schedules.  Lumalite shall have  completed,  to ConSil's
reasonable  satisfaction,  the disclosure  schedules  referenced in Article 3 of
this Agreement, which may be supplemented after execution of this Agreement, but
prior to Closing.

     9.14   Lumalite   Stockholder   Representations.   Each  of  the   Lumalite
stockholders  shall have  executed an  investment  affidavit or letter in a form
satisfactory  to  ConSil  representing  such  stockholder's  investment  intent,
financial  or  business  experience  and the  stockholder  is the  owner of such
stockholder's shares free and clear of any Liens.

                                   ARTICLE 10

                            TERMINATION OF AGREEMENT

     10.1 Termination. This Agreement may be terminated at any time prior to the
Effective  Time,  whether  before  or  after  approval  of  the  Merger  by  the
stockholders of Lumalite:

         (a) by the mutual written consent of ConSil and Lumalite;

         (b) Upon  notice by either  party,  if the  Merger  shall not have been
consummated  by March 15,  2002,  other  than as the  result of a breach of this
Agreement by the terminating party;

         (c) by ConSil,  if Lumalite has not  obtained the required  stockholder
approval  or if the  Stockholders'  Meeting is not for any reason held within 30
days of the Agreement Date or if Lumalite breaches its obligations under Section
6.2; or

         (d) by either  party,  if a permanent  injunction or other order by any
federal or state  court  which  would  make  illegal or  otherwise  restrain  or
prohibit  the  consummation  of the Merger  will have been  issued and will have
become final and nonappealable.

     Any termination of this Agreement under this Section 10.1 will be effective
by the delivery of written  notice of the  terminating  party to the other party
hereto.

     10.2 Certain Continuing Obligations. Subject to Section 10.3, following any
termination  of this  Agreement  pursuant to this Section 10, the parties hereto
will continue to perform their respective  obligations under Section 11 but will
not be  required  to  continue  to  perform  their  other  covenants  under this
Agreement, except as provided in Section 10.1(c) and (d).

                                   ARTICLE 11

                  SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION
                       AND REMEDIES, CONTINUING COVENANTS

     11.1 Survival of Representations.

         11.1.1 Representations of Lumalite. All representations, warranties and
covenants of Lumalite  contained in this Agreement will remain  operative and in
full force and effect after the Closing  regardless of any investigation made by
or on behalf of the  parties  to this  Agreement  and shall  expire on the first
anniversary of the Closing. No claim for breach of  representations,  warranties
or covenants shall be made unless ConSil  Representative gives written notice to
the  Representative  in reasonable  detail  specifying the Claim (as hereinafter
defined) on or prior to the first  anniversary  of the Closing Date.  Except for
its obligations under Section 10, the representations,  warranties and covenants
of Lumalite  contained in this Agreement will terminate as of the termination of
this Agreement in accordance with its terms.

         11.1.2  Representations of ConSil. All representations,  warranties and
covenants of ConSil  contained in this  Agreement  will remain  operative and in
full force and effect after the Closing  regardless of any investigation made by
or on behalf of the  parties  to this  Agreement  and shall  expire on the first
anniversary of the Closing. No claim for breach of  representations,  warranties
or  covenants  shall  be  made  unless  Lumalite  gives  written  notice  to the
Representative  in  reasonable  detail  specifying  the  Claim  (as  hereinafter
defined) on or prior to the first  anniversary  of the Closing Date.  Except for
its under Section 10, the  representations,  warranties  and covenants of ConSil
contained  in  this  Agreement  will  terminate  as of the  termination  of this
Agreement in accordance with its terms.

     11.2 Agreement to Indemnify.

         11.2.1  Indemnification.  Subject to the  limitations set forth in this
Section  10.2,  from and after the  Effective  Time,  ConSil and its  respective
officers, directors, agents and employees, and each person, if any, who controls
or may control ConSil within the meaning of the Securities Act  (hereinafter  in
this  Section  11.2  referred to  individually  as an  "Indemnified  Person" and
collectively as "Indemnified Persons") shall be indemnified and held harmless by
Lumalite and Stockholders,  jointly and severally,  from and against any and all
claims, demands, actions, causes of action, losses, costs, damages,  liabilities
and expenses including, without limitation,  reasonable legal fees (individually
a "Claim" and, collectively, "Claims"):

              (a) Arising out of any breach by Lumalite or  Stockholders  of the
representations,   warranties  or  covenants   given  or  made  by  Lumalite  or
Stockholders in this Agreement;

              (b) Resulting from any failure of any  Stockholders  to have good,
valid and  marketable  title to the  issued  and  outstanding  capital  stock of
Lumalite held by such stockholders free and clear of all liens, claims, pledges,
options, adverse claims,  assessments or charges of any nature whatsoever, or to
have full right,  capacity and authority to vote such Lumalite  capital stock in
favor of the Merger and the other transactions contemplated hereby;

              (c) Any and all actions,  suits, claims or legal,  administrative,
arbitrative,  governmental or other  proceedings or  investigations  against any
Indemnified Person arising out of such breach.

         11.2.3  Survival of Claims.  Notwithstanding  anything to the contrary,
if, prior to the  expiration  of a  particular  representation  or warranty,  an
Indemnified Person makes a claim for indemnification under either this Agreement
with  respect  to a  misrepresentation  or  breach  of  such  representation  or
warranty,  then the Indemnified  Person's rights to  indemnification  under this
Section 11.2 for such claim shall survive any expiration of such  representation
or warranty.


                                   ARTICLE 12

                                  MISCELLANEOUS

     12.1  Governing Law. This Agreement is governed by the laws of the State of
Nevada, without giving effect to principles of conflict of laws.

     12.2 Jurisdiction;  Service of Process. Any action or proceeding seeking to
enforce any provision  of, or based on any right arising out of, this  Agreement
must be brought against any of the parties in the courts of the State of Nevada,
County of Clark, or, if it has or can acquire jurisdiction, in the United States
District Court for the appropriate  District of Nevada,  and each of the parties
consents to the  jurisdiction of those courts (and of the appropriate  appellate
courts) in any such action or proceeding  and waives any objection to venue laid
therein.  Process in any such action or  proceeding  may be served by sending or
delivering a copy of the process to the party to be served at the address and in
the manner  provided for the giving of notices in Section  7.4.  Nothing in this
Section,  however,  affects the right of any party to serve legal process in any
other manner permitted by law.

     12.3 Resolution of Conflicts; Arbitration.

         (a) If any claims  arise  under  this  Agreement,  the  parties to this
Agreement  shall  attempt in good  faith for thirty  (30) days to agree upon the
rights of the  respective  parties with  respect to each of such claims.  If the
parties  should so agree,  a memorandum  setting forth such  agreement  shall be
prepared and signed by all parties.

         (b) If no such  agreement can be reached  after good faith  negotiation
any party may request  arbitration  of the matter.  If arbitration is requested,
the parties shall submit the dispute to arbitration and the arbitration shall be
governed by the procedures set forth below in Section 12.3(c).

         (c) The parties shall jointly select an arbitrator. If the parties fail
to agree upon a single  arbitrator  within thirty (30) days, an arbitrator shall
be  selected  for them by the  American  Arbitration  Association  ("AAA").  The
decision of the arbitrator so selected shall be binding and conclusive  upon the
parties to the Agreement. Judgment upon any award rendered by the arbitrator may
be entered in any court having jurisdiction.  Any such arbitration shall be held
in San Diego County, California under the commercial rules then in effect of the
American  Arbitration  Association (the "AAA"). There shall be limited discovery
prior to the arbitration  hearing as follows:  (a) exchange of witness lists and
copies of  documentary  evidence and documents  related to or arising out of the
issues to be arbitrated,  (b) depositions of all party  witnesses,  and (c) such
other  depositions  as may be allowed by the  arbitrator  upon a showing of good
cause.  Depositions shall be conducted in accordance with the California Code of
Civil  Procedure,  the arbitrator shall be required to provide in writing to the
parties  the  basis  for the  award  or order  of such  arbitrator,  and a court
reporter shall record all hearings,  with such record  constituting the official
transcript  of such  proceedings.  Any  order  or  award  of the  arbitrator  in
accordance with the foregoing shall be final, binding and conclusive. Each party
to an arbitration shall pay its own expenses,  and the parties to an arbitration
shall evenly split the fees of the  arbitrator,  the  administrative  fee of the
American Arbitration Association.

         (d) If the parties do not agree to resolve their  disputes  pursuant to
Section  12.3(a)  hereof and do not submit  the  dispute to binding  arbitration
pursuant  to  Section  12.3(b)  hereof,  then the  parties  may pursue any legal
remedies available to it, including without limitation injunctive relief.

     12.4 Notices.  Every notice or other communication required or contemplated
by this Agreement  must be in writing and sent by one of the following  methods:
(i)  personal  delivery,  in which case  delivery  is deemed to occur the day of
delivery;  (ii) certified or registered mail,  postage  prepaid,  return receipt
requested,  in which case  delivery is deemed to occur the day it is  officially
recorded by the U.S. Postal Service as delivered to the intended  recipient;  or
(iii)  next-day  delivery to a U.S.  address by  recognized  overnight  delivery
service such as Federal Express,  in which case delivery is deemed to occur upon
receipt.  In each case, a notice or other  communication sent to a party must be
directed to the address for that party set forth  below,  or to another  address
designated by that party by written notice:


         If to ConSil to:         James Anderson
                                  4766 Holladay Blvd.
                                  Holladay, Utah 84117

         with a copy to:          Brent Christensen
                                  Parsons Behle & Latimer
                                  333 South 520 West, Suite 220
                                  Lindon, Utah 84042

         If to Lumalite, to:      Michael Jackson
                                  Lumalite, Inc.
                                  2810 Via Orange Way, Suite B.
                                  Spring Valley, California 91978

         with a copy to:          Fredrick C. Phillips
                                  Phillips, Haskett & Ingwalson
                                  550 West C. Street, Suite 1900
                                  San Diego, California 92101


     Notice not given in writing is effective only if acknowledged in writing by
a duly authorized Representative of the party to which it was given.

     12.5  Severability.  If any provision of this  Agreement is held invalid or
unenforceable  by any court of competent  jurisdiction,  the other provisions of
this  Agreement  will remain in full force and  effect.  Any  provision  of this
Agreement  held invalid or  unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

     12.6 Public Announcements.

         (a) The parties shall  cooperate  with respect to any public  statement
regarding the  transactions  contemplated  by this Agreement or any of the other
Transaction Documents.

         (b)  Lumalite  may  not  make  any  public   statement   regarding  the
transactions  contemplated  by this  Agreement  or any of the other  Transaction
Documents  without the prior  written  consent of ConSil,  which  ConSil may not
unreasonably  withhold,  unless  Lumalite  (i)  believes,  based upon  advice of
counsel, that they are required by law to make that public statement, (ii) makes
commercially  reasonable efforts to limit or avoid making that public statement,
(iii) provides  ConSil with prior written notice of that public  statement,  and
(iv) makes any changes to that public statement that ConSil reasonably requests.

         (c) ConSil may not make any public statement regarding the transactions
contemplated by this Agreement or any of the other Transaction Documents without
the prior  written  consent of Lumalite,  which  Lumalite  may not  unreasonably
withhold,  unless ConSil (i) believes,  based upon advice of counsel, that it is
required  by  law  to  make  that  public  statement,  (ii)  makes  commercially
reasonable  efforts  to limit or  avoid  making  that  public  statement,  (iii)
provides Lumalite with prior written notice of that public  statement,  and (iv)
makes any changes to that public statement that Lumalite reasonably request.

     12.7  Amendment.  This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties.

     12.8 Expenses. Except as provided herein, if the Merger is not consummated,
each  party  shall  bear  its  own  transaction  expenses  (including  fees  and
disbursements of counsel, investment bankers and accountants).  In the event the
Merger is  consummated,  ConSil and the Surviving  Corporation  shall be jointly
responsible for the Surviving Corporation's costs and expenses.

     12.9 Entire Agreement.  This Agreement and the other agreement provided for
in this Agreement,  together with all exhibits and schedules hereto and thereto,
constitute  the entire  agreement  among the parties  pertaining  to the subject
matter hereof and supersede all prior agreements,  understandings,  negotiations
and discussions, whether oral or written, of the parties.

     12.10 Counterparts. This Agreement may be executed in several counterparts,
each of which is an original and all of which  together  constitute  one and the
same instrument.

     12.11 No  Third-Party  Rights.  Nothing  expressed  or  referred to in this
Agreement gives any Person other than the parties to this Agreement any legal or
equitable right, remedy, or claim under or with respect to this Agreement or any
provision of this  Agreement,  and this  Agreement and all of its provisions are
for the sole and  exclusive  benefit of the parties to this  Agreement and their
successors and assigns.

     12.12  Diligent  Efforts.  Upon the terms and subject to the  conditions of
this Agreement, each of the parties hereto agrees to use its diligent efforts to
take,  or cause to be taken,  all actions,  and to do, or cause to be done,  all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement or
any of the other Transaction Documents as promptly as practicable including, but
not limited to, (i) the preparation and filing of all forms,  registrations  and
notices required to be filed to consummate the transactions contemplated by this
Agreement  or any of the  other  Transaction  Documents  and the  taking of such
actions as are necessary to obtain any requisite  approvals,  consents,  orders,
exemptions  or  waivers  by any third  party or  Governmental  Body and (ii) the
satisfaction  of all conditions to Closing at the earliest  possible time.  Each
party  shall  promptly  consult  with the other with  respect  to,  provide  any
necessary  information  not  subject to legal  privilege  with  respect  to, and
provide the other (or its  counsel)  copies of, all  filings  made by such party
with any Governmental Body or any other information  supplied by that party to a
Governmental  Body  in  connection  with  this  Agreement  or any  of the  other
Transaction Documents and the transactions contemplated hereby and thereby.

                            [SIGNATURE PAGE FOLLOWS]



<PAGE>




     IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the
date first written above.

                               CONSIL CORP.


                               By:    _____________________
                               Name:  James Anderson
                               Title: President


                               CONSIL MERGER CORP.


                               By:    _____________________
                               Name:  James Anderson
                               Title: President


                               LUMALITE, INC.


                               By:      _____________________
                               Name:
                               Title:



                               STOCKHOLDER:


                               --------------------------
                               Dale Rorabaugh


                               STOCKHOLDER:


                               -------------------------
                               Joe Forehand


                               STOCKHOLDER:


                               --------------------------
                               Michael Jackson



<PAGE>


                             EXHIBITS AND SCHEDULES



Exhibit A   Definitions


Schedule 1.6(a)(i)     Distribution of ConSil Common Stock to Lumalite
                         Shareholders
Schedule 1.7           Lumalite Options
Schedule 2.2           Required Stockholder Consents
Schedule 2.4           Lumalite Capitalization Table
Schedule 3.3           Required Lumalite Consents
Schedule 3.4           Violations
Schedule 3.5(e)        Outstanding Rights to Acquire Lumalite Securities
Schedule 3.6           Ownership Interests
Schedule 3.9           Real Property Interests
Schedule 3.10          Liens
Schedule 3.12(a)       Customer List
Schedule 3.12(b)       Supplier List
Schedule 3.13          Accounts Receivable
Schedule 3.18(c)       Permits
Schedule 3.21          Contracts
Schedule 3.21(b)       Contracts Not Provided to ConSil
Schedule 2.21(e)       Oral Contracts
Schedule 3.22(a)       Employee Benefit Plans
Schedule 3.22(e)       Plan Favorable Determination Letter
Schedule 3.23          Employee Information
Schedule 3.24          Intellectual Property Assets
Schedule 3.26          Insurance
Schedule 3.27          Broker or Finder's Fees
Schedule 3.28          Affiliate Contracts
Schedule 3.29          Warranties, Guaranties and Indemnities
Schedule 3.30          Material Complaints
Schedule 4.5(e)        Outstanding Rights to Acquire ConSil Securities
Schedule 4.6           SEC Filings
Schedule 4.8           ConSil Material Adverse Effect
Schedule 5.1           Director Nominees
Schedule 5.6           Capitalization
Schedule 8.9           Debt Holders




<PAGE>


                                    EXHIBIT A

                                   DEFINITIONS

     When  used in this  Agreement,  the  following  terms  have  the  following
meanings:

            "Affiliate"  means, with respect to any given Person,  (i) any other
Person at the time  directly or indirectly  controlling,  controlled by or under
common  control with that Person,  (ii) any other Person of which that Person at
the time owns or has the right to acquire,  directly or indirectly,  10% or more
on a  consolidated  basis of any class of the capital  stock or other  ownership
interest,  (iii)  any  other  Person  which at the time owns or has the right to
acquire,  directly or indirectly,  10% or more of any class of the capital stock
or other  ownership  interest of that Person,  or (iv) any director,  officer or
employee of that Person.  For purposes of this  Agreement,  "control"  means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the management and policies of a Person,  whether through ownership
of voting securities, by contract or otherwise.

            "CGCL" means the General Corporation Law of the State of California.

            "Code" means the Internal  Revenue Code of 1986, as amended,  or any
successor law, and regulations issued by the IRS pursuant thereto.

            "Consent"  means  any  approval,  consent,   ratification,   filing,
declaration,   registration,  waiver,  or  other  authorization  (including  any
Permit).

            "ConSil's   Knowledge"   means  the  actual  knowledge  of  ConSil's
President.

            "ConSil Representive" shall mean James Anderson.

            "Contract"  means  any  written  agreement,   contract,  obligation,
promise, arrangement, or undertaking that is legally binding.

            "Environmental Claim" means any notice of violation,  action, claim,
demand,  abatement or other order by any  Governmental  Body or any other Person
for  personal  injury  (including  sickness,  disease  or  death),  tangible  or
intangible  property  damage,  damage to the environment,  nuisance,  pollution,
contamination  or  other  adverse  effects  an the  environment,  or for  fines,
penalties or restrictions resulting from or based upon (i) the existence, or the
continuation  of the existence,  of a Release  (including,  without  limitation,
sudden or non-sudden accidental or non-accidental  Releases) of, or exposure to,
any  Hazardous  Material in, into or onto the  environment  (including,  without
limitation,  the air, soil,  surface water or  groundwater)  at, in, by, from or
related to any property owned,  operated or leased by Lumalite or any activities
or operations thereof; (ii) the transportation,  storage,  treatment or disposal
of Hazardous Materials in connection with any property owned, operated or leased
by the  seller or its  operations  or  facilities;  or (iii) the  violation,  or
alleged  violation,  of any  Environmental Law or Order of any Governmental Body
relating to environmental  matters connected with any property owned,  leased or
operated by Lumalite.

            "Environmental  Law"  means  any Law  relating  to the  environment,
natural  resources,  or public or employee  health and safety,  and includes the
Comprehensive  Environmental  Response,   Compensation  and  Liability  Act,  42
U.S.C.ss.9601  et  seq.,  the  Hazardous   Materials   Transportation   Act,  49
U.S.C.ss.1801   et  seq.,  the  Resource   Conservation  and  Recovery  Act,  42
U.S.C.ss.6901  et seq., the Clean Water Act, 33 U.S.C.ss.1251 et seq., the Clean
Air Act,  33  U.S.C.ss.2601  et seq.,  the  Toxic  Substances  Control  Act,  15
U.S.C.ss.2601  et seq., the Oil Pollution Act of 1990, 33 U.S.C.ss.2701 et seq.,
and the Occupational Safety and Health Act, 29 U.S.C.ss.651 et seq.

            "ERISA" means the Employee Retirement Income Security Act of 1974 or
any successor law, and regulations and rules issued pursuant thereto.

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended,  or any successor  law, and any rules or  regulations  issued  pursuant
thereto.

            "GAAP" means generally accepted United States accounting principles.

            "Governmental Body" means any (i) nation, state, county, city, town,
village,  district,  or other jurisdiction of any nature,  (ii) federal,  state,
local,   municipal,   foreign,  or  other  government,   (iii)  governmental  or
quasi-governmental  authority of any nature (including any governmental  agency,
branch,  department,  official,  or  entity  and any  court or  other  tribunal,
including an arbitral tribunal),  (iv)  multi-national  organization or body, or
(v) body exercising,  or entitled to exercise,  any  administrative,  executive,
judicial,  legislative,  police, regulatory, or taxing authority or power of any
nature.

            "Hazardous Material" means any substance, material or waste which is
regulated under Environmental Law, including,  without limitation, any material,
substance or waste that is defined as a "hazardous waste," "hazardous material,"
or "hazardous substance" under any provision of Environmental Law.

            "Intellectual  Property  Assets" means,  with respect to any Person,
all trademarks,  patents,  copyrights,  and any  applications  for  registration
thereof,  and trade secrets of that Person,  whether owned, used, or licensed by
that Person as licensee or licensor.

            "IRS"  means the  United  States  Internal  Revenue  Service  or any
successor agency,  and, to the extent relevant,  the United States Department of
the Treasury.

            "Law"  means  any  federal,   state,  local,   municipal,   foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.

            "Lien"  means  any  charge,  claim,   community  property  interest,
condition, equitable interest, lien, option, pledge, security interest, right of
first refusal,  or restriction  of any kind,  including any  restriction on use,
voting,  transfer,  receipt of income,  or  exercise of any other  attribute  of
ownership.

            "Lumalite's  Knowledge" means the actual knowledge after due inquiry
of the Stockholders.

            "Material  Adverse  Effect"  means,  with  respect to any Person,  a
material  adverse  effect  on  the  business,  assets,  properties,  results  of
operations, or condition (financial or otherwise) of that Person.

            "Order"  means any award,  decision,  injunction,  judgment,  order,
ruling,  subpoena,  or verdict entered,  issued, made, or rendered by any court,
arbitral tribunal, administrative agency, or other Governmental Body.

            "Ordinary Course of Business" means, with respect to an action taken
by a Person,  that that action is (i) consistent with the past practices of that
Person and taken in the ordinary course of the normal  day-to-day  operations of
that Person, and (ii) is not required to be authorized by the board of directors
of that  Person  (or by any  Person  or  group  of  Persons  exercising  similar
authority).

            "Permit" means any approval,  consent,  license,  permit, waiver, or
other authorization  issued,  granted,  given, or otherwise made available by or
under the authority of any Governmental Body or pursuant to any Law.

            "Permitted  Lien" means (i) any Lien for taxes that are not yet due,
or (ii) any carrier's, warehouseman's,  mechanic's, materialman's,  repairman's,
landlord's, lessor's or similar statutory Lien incidental to the ordinary course
of business.

            "Person" means any individual, corporation (including any non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust,  association,  organization,  labor union,  Governmental
Body or other entity.

            "Proceeding"  means  any  action,   arbitration,   audit,   hearing,
investigation,  litigation,  or suit (whether civil,  criminal,  administrative,
investigative,  or  informal)  commenced,  brought,  conducted,  or  heard by or
before, or otherwise involving, any Governmental Body.

            "Release"  means any release,  spill,  emission,  leaking,  pumping,
pouring, dumping, emptying, injection, deposit, disposal, discharge,  dispersal,
leaching,  or migration on or into the indoor or outdoor  environment or into or
out of any property.

            "Remedial Action" means all actions, including,  without limitation,
any capital  expenditures,  required by any  Governmental  Body to (i) clean up,
remove,  treat,  or in any other way  address  any  Hazardous  Material or other
substance,  (ii)  prevent  the Release or threat of  Release,  or  minimize  the
further  Release of any  Hazardous  Material or other  substance  so it does not
migrate or endanger or  threaten  to  endanger  public  health or welfare or the
indoor  or  outdoor   environment,   (iii)  perform   pre-remedial  studies  and
investigations  or  post-remedial  monitoring,  or (iv) bring  facilities on any
property  owned,  operated or leased by Lumalite and the facilities  located and
operations conducted thereon into compliance with all Environmental Laws.

            "Representative"  means with  respect to a  particular  Person,  any
director, officer, employee, agent, consultant, advisor, or other representative
of that Person, including legal counsel, accountants, and financial advisors.

            "SEC" means the Securities and Exchange Commission.

            "Securities  Act" means the Securities  Act of 1933, as amended,  or
any successor law, and rules or regulations issued pursuant thereto.

            "Taxes"  means  all  taxes,  duties,   assessments  or  governmental
charges,  including  income,  gross  receipts,  windfall  profits,  value added,
severance,   property,  production,  sales,  use,  license,  excise,  franchise,
employment,  withholding or similar taxes, together with any interest, additions
or penalties with respect  thereto and any interest in respect of such additions
or penalties, imposed by any Governmental Body having the power to tax.

            "Tax Return" means any return  (including any  information  return),
report,  statement,  schedule,  notice,  form, or other  document or information
filed with or submitted  to, or required to be filed with or  submitted  to, any
Governmental Body in connection with the determination,  assessment, collection,
or payment of any Tax or in connection with the administration,  implementation,
or enforcement of or compliance with any Law relating to any Tax.

            "Transaction Documents" means this Agreement and the other documents
to be  executed  and  delivered  by  the  parties  as  contemplated  under  this
Agreement.