EXCHANGE AGREEMENT


         THIS  EXCHANGE  AGREEMENT  is  entered  into  by and  between  Lumalite
Holdings,  Inc.  (formerly  Consil  Corp.),  a Nevada  corporation,  hereinafter
referred to as "the  Company",  and Lumalite,  Inc.  hereinafter  referred to as
"Lumalite".

                                   WITNESSETH:

         WHEREAS, the parties entered into a Merger Agreement, dated January 25,
2002 and closed  April 16,  2002,  hereinafter  referred to as the  "Agreement",
whereby the Company  acquired all of the shares of Lumalite  through a merger of
the Company's subsidiary with Lumalite, and

         WHEREAS,  the Company has been unable to raise the capital necessary to
properly fund  Lumalite and  establish a liquid market for the Company's  common
stock, and

         WHEREAS,  the lack of sufficient capital has rendered both Lumalite and
the Company in imminent danger of being unable to continue operations, and

         WHEREAS,  Lumalite  has  incurred  substantial  debt  which is having a
substantial adverse effect on the market for Company's stock, and

         WHEREAS,  both parties  desire to cause a divestiture  of Lumalite from
Company by  exchanging  the shares of  Lumalite  held by Company  for all of the
outstanding  shares of Company stock held by  shareholders  of Lumalite prior to
the merger who desire to exchange such stock.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein  contained and for other good and sufficient  consideration,  the parties
hereto do hereby mutually covenant and agree as follows:

          1. The shares of stock of Lumalite held by Company shall be cancelled.

             2. Lumalite  agrees to the return and  cancellation  of any and all
shares of stock in the Company which were delivered to  shareholders of Lumalite
as set forth in Exhibit  "A" who consent to have their  shares of Company  stock
exchanged for Lumalite shares.  Lumalite  warrants that shareholders of Lumalite
prior to the merger who  received  shares of  Company  subsequent  to the merger
holding at least 80% of the total pre-merger outstanding shares of Lumalite have
consented or will consent to return of said shares for cancellation.

         3. Lumalite agrees to assume and hold Company  harmless from all of the
debt of Lumalite,  with the exception of any debt to the Parsons, Behle, Latimer
law firm.  In addition,  Lumalite  agrees to defend,  indemnify and hold Company
harmless from any obligations to Richard Keyes by reason of Keyes' investment in
Lumalite or Company.

            4. The Company  and  Lumalite  agree that the each party  waives all
rights they may have against the other party  pursuant to the  Agreement and all
obligations under the Agreement are terminated.

         5. Company agrees to make all SEC filings and take all other  necessary
actions to make this agreement  effective and shall pay all costs and legal fees
in connection therewith.

         6.The  parties  hereby agree to fully  indemnify  and hold harmless any
officers,  directors, or controlling  shareholders of each, and their respective
representatives, from any and all liability which may have occurred by their own
respective actions as follows:

a.                The Company shall be  indemnified  by Lumalite for any and all
                  liability arising from operations and the financial  reporting
                  thereof  during the time that Lumalite was a subsidiary of the
                  Company,  excluding  any  obligations  to the Parsons,  Behle,
                  Latimer law firm;

                        b.  Lumalite  shall  be  indemnified  from  any  and all
                  liability  arising  from the  reacquisition  of  shares by the
                  Company as provided herein.

         7. This instrument may be executed in any number of counterparts,  each
which shall be deemed an original,  but such counterparts  together count as one
and the same instrument.

         8. The  interpretation of terms and performance of this Agreement shall
be governed by and construed under the laws of the State of Nevada.

         WHEREFORE, we have set our hands hereunder to be effective the 14th day
of March, 2003.

                                                     LUMALITE HOLDINGS, INC.
                                                     (Formerly Consil Corp.)

                                       By:______________________________________
                                          SCOTT HOSKING


Attest:__________________________________


<PAGE>


                                                     LUMALITE, INC.

                                     By:________________________________________
      MICHAEL JACKSON, President

                                    Attest:_____________________________________










Phillips\l-9\Lumalite.Consil.agreement_3