Exhibit 10

                          AGREEMENT AND PLAN OF MERGER


        This  Agreement and Plan of Merger ("the  Agreement"),  dated as of July
20,  2000  is  entered  into  among  TECHLITE,  Inc.,  an  Oklahoma  corporation
("TECHLITE");  SUN AND SUN  INDUSTRIES,  INC.,  a California  corporation  ("SUN
INDUSTRIES");  and the  shareholders  of SUN  INDUSTRIES  ("SHAREHOLDERS"),  who
execute this Agreement, with reference to the following:

        A.  TECHLITE  is an  Oklahoma  corporation  organized  on June 3,  1997.
TECHLITE has authorized common stock of 40 million shares,  $0.001 par value, of
which  2,454,347  shares are  outstanding,  and 10 million  shares of  preferred
stock, $0.001 par value, of which no shares are outstanding.

        B. SUN INDUSTRIES is a California  corporation  organized on January 20,
1995. SUN  INDUSTRIES  has  authorized  common stock of 100,000 shares of Common
Stock, no par value, of which 86,500 shares are outstanding.

        C. The  respective  Boards of Directors  of TECHLITE and SUN  INDUSTRIES
have  deemed  it  advisable  and in the  best  interests  of  TECHLITE  and  SUN
INDUSTRIES that SUN INDUSTRIES be acquired by TECHLITE pursuant to the terms and
conditions set forth in this Agreement.

        D. TECHLITE,  SUN INDUSTRIES and the SHAREHOLDERS  propose to enter into
this Agreement which provides,  among other things, that 100% of the outstanding
shares of SUN  INDUSTRIES be acquired by a subsidiary  corporation  of TECHLITE,
herein called  "NEWCO," in exchange for shares of TECHLITE and cash, all as more
fully described in the Agreement.

        E. The parties desire the  transaction to qualify,  insofar as possible,
as a tax-free reorganization under Section 368 (a)(2)(D) of the Internal Revenue
Code of 1986, as amended,  and this  Agreement  shall be construed in accordance
with this primary objective.

        NOW,  THEREFORE,  in  consideration  of the  representations,  promises,
covenants and undertakings set forth below, the parties hereto agree as follows:


                                    ARTICLE 1
                                 THE ACQUISITION

        1.01  TECHLITE  shall   incorporate   NEWCO  under  the  Nevada  General
Corporation  Act.  TECHLITE shall purchase 100 shares of NEWCO's common stock in
exchange for $1,200,000 cash and 600,000 shares of Common Stock of TECHLITE (the
"Initial  TECHLITE Merger Shares").  NEWCO shall then merge with SUN INDUSTRIES.
NEWCO  shall  be the  surviving  corporation.  The  terms of the  merger  are as
follows:

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               1.01.1 The shares of  capital  stock of SUN  INDUSTRIES  shall be
                      converted  at the  effective  time of the merger  into the
                      600,000 Initial TECHLITE Merger Shares, pro rata, plus the
                      right to receive, pro rata,  additional shares of TECHLITE
                      common stock (the  "Additional  TECHLITE Merger Shares) or
                      cash,  as the  case may be,  as  described  in  paragraphs
                      1.01.3, 1.01.4 and 1.01.5 below.

               1.01.2 Of the $1.2 million  contributed by TECHLITE to NEWCO,  $1
                      million  shall be paid to Dr.  Sun to repay the $1 million
                      loan he earlier made to SUN  INDUSTRIES and $200,000 shall
                      be used to pay  certain  bonuses to key  employees  of SUN
                      INDUSTRIES, as set forth in the attached schedule.

               1.01.3 $250,000 worth of Additional  TECHLITE Merger Shares shall
                      be contributed by TECHLITE to NEWCO and delivered by NEWCO
                      to  the  SHAREHOLDERS  on  the  first  anniversary  of the
                      effective date of the merger. The "worth" of an Additional
                      TECHLITE  Merger Share shall be equal to the 50-day moving
                      average price of TECHLITE's  common stock,  as reported on
                      the OTC Bulletin  Board or Nasdaq (or such other  exchange
                      on which such shares are then being  traded) as calculated
                      in  accordance  with the  practices of such exchange as of
                      the date one calendar week before such  anniversary  date.
                      TECHLITE  shall have the option to  contribute up to fifty
                      percent of such  $250,000 in cash to NEWCO to be delivered
                      by NEWCO to the SHAREHOLDERS in lieu of that amount of the
                      Additional  TECHLITE Merger Shares.  If the "worth" of the
                      Additional  TECHLITE  Merger  Shares is less than  $0.50 a
                      Share,  then the  SHAREHOLDERS  shall  have the  option to
                      require TECHLITE to contribute up to fifty percent of such
                      $250,000 in cash to NEWCO to be  delivered by NEWCO to the
                      SHAREHOLDERS  in  lieu of that  amount  of the  Additional
                      TECHLITE Merger Shares.

               1.01.4 $750,000 worth of  Additional TECHLITE Merger Shares shall
                      be contributed by TECHLITE to NEWCO and delivered by NEWCO
                      to  the  SHAREHOLDERS  on  the  second anniversary  of the
                      effective date of the merger. The "worth" of an Additional
                      TECHLITE Merger Share  shall  be  equal  to  the higher of
                      $0.50  a share  or  the  50-day moving  average  price  of
                      TECHLITE's common stock,  as  reported on the OTC Bulletin
                      Board  or  Nasdaq  (or such  other exchange  on which such
                      shares are then being traded)  as calculated in accordance
                      with  the  practices  of  such exchange as of the date one
                      calendar week before such anniversary date. TECHLITE shall
                      have the option  to contribute up to fifty percent of such
                      $750,000 in cash to  NEWCO to be delivered by NEWCO to the
                      SHAREHOLDERS  in  lieu  of  that amount  of the Additional
                      TECHLITE Merger Shares.   If the "worth" of the Additional
                      TECHLITE Merger Shares is less  than $0.50  a Share,  then
                      the SHAREHOLDERS shall have the option to require TECHLITE
                      to contribute up to fifty percent of such $750,000 in cash
                      to NEWCO to be  delivered by  NEWCO to the SHAREHOLDERS in
                      lieu  of  that  amount  of  the Additional TECHLITE Merger
                      Shares.

               1.01.5 $2,000,000  worth  of  Additional TECHLITE  Merger  Shares
                      shall be contributed by TECHLITE to NEWCO and delivered by
                      NEWCO to the  SHAREHOLDERS on the third anniversary of the
                      effective date of the merger. The "worth" of an Additional

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                      TECHLITE Merger  Share  shall be  equal to  the  higher of
                      $0.50  a  share  or  the  50-day  moving  average price of
                      TECHLITE's common stock, as  reported on  the OTC Bulletin
                      Board  or  Nasdaq  (or such  other exchange  on which such
                      shares are then being  traded) as calculated in accordance
                      with  the  practices  of  such exchange as of the date one
                      calendar week before such anniversary date. TECHLITE shall
                      have the option  to contribute up to fifty percent of such
                      $2,000,000 in cash to NEWCO to be  delivered  by  NEWCO to
                      the  SHAREHOLDERS in lieu of that amount of the Additional
                      TECHLITE Merger Shares.   If the "worth" of the Additional
                      TECHLITE Merger  Shares is less  than  $0.50 a Share, then
                      the SHAREHOLDERS shall have the option to require TECHLITE
                      to contribute  up  to  fifty percent of such $2,000,000 in
                      cash to NEWCO to be delivered by NEWCO to the SHAREHOLDERS
                      in lieu  of  that amount of the Additional TECHLITE Merger
                      Shares.

               1.01.6 NEWCO, a Nevada corporation,  shall either be named "Sun &
                      Sun Industries,  Inc." at the time of its incorporation or
                      renamed  "Sun & Sun  Industries,  Inc." at the time of the
                      merger.  NEWCO  shall  be  maintained  as a  wholly  owned
                      subsidiary  of TECHLITE for at least three years after the
                      effective  date of the merger.  From NEWCO's first year of
                      operations   after  the  effective  date  of  the  merger,
                      $200,000 shall be transferred to TECHLITE.  Then, provided
                      there are accrued  profits  (measured  quarterly) of NEWCO
                      during this  period,  NEWCO shall be entitled to retain in
                      its operating account up to $350,000 in accrued profits in
                      order to augment NEWCO's existing credit line.  During the
                      second year after the  effective  date of the  merger,  an
                      additional  $150,000 in accrued profits may be retained in
                      NEWCO's  operating account (making a total of $500,000) in
                      order to augment NEWCO's existing credit line.

               1.01.7 SHAREHOLDERS shall be entitled to designate two persons to
                      the boards of  directors  of TECHLITE and NEWCO during the
                      three years after the effective date of the merger.

               1.01.8 During the three  years  after the  effective  date of the
                      merger,  TECHLITE  shall activate its current stock option
                      plan by appointing a stock option  committee  comprised of
                      four   persons,   two  of  whom  shall  be  the  directors
                      designated  by  the  SHAREHOLDERS  pursuant  to  paragraph
                      1.01.7  above.  All  grants  of  options  shall be made by
                      decisions of the full committee.  The senior management of
                      NEWCO shall  participate  in grants of options  granted by
                      the committee, which options for NEWCO's senior management
                      shall vest on the reaching of  benchmarks  measured by the
                      performance of NEWCO.

               1.01.9 With regard to the election of persons to fill the offices
                      of chief  executive  officer,  president,  chief financial
                      officer  and chief  operating  officer of  TECHLITE by the
                      board of  directors  of  TECHLITE  during the three  years
                      after the effective  date of the merger,  the directors of
                      TECHLITE  designated by  SHAREHOLDERS  shall be allowed to
                      veto two nominees for each position  proposed by the other
                      directors.

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               1.01.10With  regard  to the  election  of  persons  to  fill  the
                      executive  offices  of  NEWCO  and  to the  hiring  of key
                      management  employees of NEWCO, for the three-year  period
                      after the effective date of the merger, these election and
                      hiring  decisions shall be made solely by the directors of
                      NEWCO designated by the SHARHEOLDERS;  provided,  however,
                      that the setting of  compensation  for these persons shall
                      be made by the full board of directors of NEWCO.

               1.01.11Should this  Agreement not be closed,  TECHLITE  shall pay
                      to SUN  INDUSTRIES  50 percent of SUN  INDUSTRIES's  costs
                      incurred to audit SUN  INDUSTRIES's  financial  statements
                      for its 1998 and 1999  fiscal  years.  All other  costs of
                      each  party  shall  be borne by the  party  incurring  the
                      costs.

               1.01.12Should  TECHLITE  fail to do what is  required on its part
                      with  regard to the  matters  set forth  above in sections
                      1.01.7 through  1.01.11,  SHAREHOLDERS  may exercise their
                      right under section 8.03 below.

                                    ARTICLE 2
                                   THE CLOSING

        2.01 The consummation of the transactions contemplated by this Agreement
(the "Closing") shall take place in the offices of Fuller Tubb Pomeroy & Stokes,
201 Robert S. Kerr, Suite 1000, Oklahoma City, Oklahoma 73102 at 11:00 a.m., one
week after SUN INDUSTRIES delivers to TECHLITE the audited financial  statements
required  herein or at such other  place or date and time as may be agreed to in
writing by TECHLITE and SUN INDUSTRIES.


                                    ARTICLE 3
                    REPRESENTATION AND WARRANTIES OF TECHLITE

        TECHLITE  represents and warrants to SUN INDUSTRIES and the SHAREHOLDERS
as follows:

        3.01 There are  attached as schedules to this  Agreement  the  following
documents,  each of which is true and accurate in all material respects and each
of which shall be updated prior to the Closing, as may be required,  to make the
information  contained in the  document  continue to be true and accurate in all
material respects:

               (a)  Financial   Statements.   Audited  financial  statements  of
TECHLITE  including,  but not  limited  to,  balance  sheets and profit and loss
statements as of January 31, 2000 and January 31, 1999, and unaudited  financial
statements as of April 30, 2000. (Schedule A).

               (b) Property.  A list and  description  of all property,  real or
personal,  owned by  TECHLITE  of a value  equal  to or  greater  than  $10,000.
(Schedule B).

               (c)  Liens  and  Liabilities.  A  list  of  all  material  liens,
encumbrances, easements, security interests or similar interests in or on any of
the assets listed on Schedule A. (Schedule C). A list of all debts,  liabilities
and obligations of TECHLITE  incurred or owing as of the date of this Agreement.
(Schedule C.1).

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               (d) Leases and Contracts. A list describing all material terms of
each lease (whether of real or personal property) and each contract,  promissory
note, mortgage, license, franchise, or other written agreement to which TECHLITE
is a party which  involves or can  reasonably  be expected to involve  aggregate
future  payments or  receipts  by TECHLITE  (whether by the terms of such lease,
contract, promissory note, license, franchise or other written agreement or as a
result of a guarantee of the payment of or indemnity  against the failure to pay
same) of $1,000 or more annually  during the  twelve-month  period ended January
31, 2001, or any consecutive twelve-month period thereafter,  except any of said
instruments  which  terminate  or are  cancelable  without  penalty  during such
twelve-month period. (Schedule D).

               (e) Loan  Agreements.  Copies  of all loan  agreements  and other
documents  with respect to obligations of TECHLITE for the repayment of borrowed
money. (Schedule E).

               (f) Consents  Required.  A list of all agreements wherein consent
to  the  transaction  herein   contemplated  is  required  to  avoid  a  default
thereunder;  or where notice of such transaction is required at or subsequent to
closing,  or where consent to an acquisition,  consolidation,  or sale of all or
substantially  all of the  assets is  required  to avoid a  default  thereunder.
(Schedule F).

               (g) Articles and Bylaws.  A copy of the  Certificate and Articles
of Incorporation and Bylaws of TECHLITE together with all amendments  thereto to
the date hereof. (Schedule G).

               (h)  Shareholders.  A list of all  persons  or  entities  holding
capital stock of TECHLITE or any rights to subscribe  for,  acquire,  or receive
shares of the capital stock of TECHLITE (whether warrants,  calls,  options,  or
conversion rights), including copies of all stock option plans whether qualified
or non-qualified, and other similar agreements. (Schedule H).

               (i).   Officers  and  Directors.  A  list  of  all  officers  and
directors of TECHLITE.  (Schedule I).

               (j) Salary  Schedule.  A list of the names and the current salary
rate for each  present  employee of  TECHLITE  who  received  $10,000 or more in
aggregate  compensation  from  TECHLITE  whether in salary,  bonus or otherwise,
during the fiscal year ended January 31, 2000, or who is presently  scheduled to
receive from TECHLITE a salary in excess of $10,000  during the year January 31,
2001, including in each case the amount of compensation received or scheduled to
be received,  and a schedule of the hourly rates of all other  employees  listed
according to departments. (Schedule J).

               (k)  Litigation.   A  list  of  all  material  civil,   criminal,
administrative,   arbitration  or  other  such  proceedings  or   investigations
(including without limitations unfair labor practice matters, labor organization
activities,  environmental  matters and civil rights violations)  pending or, to
the knowledge of TECHLITE threatened,  which may materially and adversely affect
TECHLITE. (Schedule K).

               (l) Tax Returns.  Copies of all Federal and state tax returns for
TECHLITE for the last fiscal year. (Schedule L).

               (m) Agency  Reports.  Copies of all  material  reports or filings
(and a list of the  categories  of reports or filings  made on a regular  basis)
made by TECHLITE  under ERISA,  EEOC,  FDA and all other  governmental  agencies
(federal, state or local) during the last fiscal year. (Schedule M).

               (n)  Banks.  A list,  showing  (1) the name of each bank in which
TECHLITE has an account or safe deposit box, and (2) the names and  addresses of
all signatories. (Schedule N).

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               (o) Jurisdictions Where Qualified. A list of all jurisdictions in
which  TECHLITE is qualified to do business and is in good  standing.  (Schedule
O).

               (p)  Subsidiaries.  A  list  of  all  subsidiaries  of  TECHLITE.
(Schedule   P).  The  term   "Subsidiary"   or   "Subsidiaries"   shall  include
corporations,  unincorporated  associations,  partnerships,  joint ventures,  or
similar entities in which TECHLITE has an interest, direct or indirect.

               (q)  Union  Matters.  A list  and  description  (in all  material
respects)  of all  union  contracts  and  collective  bargaining  agreements  of
TECHLITE, if any. (Schedule Q).

               (r) Employee and Consultant Contracts. A list of all employee and
consultant  contracts  which  TECHLITE may have,  other than those listed in the
schedule on Union Matters. (Schedule R).

               (s) Employee Benefit Plans.  Copies of all salary,  stock option,
bonus,   incentive   compensation,   deferred   compensation,   profit  sharing,
retirement, pension, group insurance, disability, death benefit or other benefit
plans, trust agreements or arrangements of TECHLITE in effect on the date hereof
or to become  effective  after the date  thereof,  together  with  copies of any
determination  letters  issued by the  Internal  Revenue  Service  with  respect
thereto. (Schedule S).

        3.02  Organization,  Standing and Power.  TECHLITE is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Oklahoma with all requisite  corporate  power to own or lease its properties and
carry on its businesses as are now being conducted.

        3.03  Qualification.  TECHLITE is qualified and is licensed as a foreign
corporation in the states set forth in Schedule O.

        3.04  Capitalization  of  TECHLITE.  The  authorized  capital  stock  of
TECHLITE  consists of 40 million  shares of Common Stock,  $0.001 par value,  of
which the only shares  issued and  outstanding  are  2,454,347  shares issued to
shareholders listed on Schedule H as of the date thereof, which shares were duly
authorized,  validly  issued  and fully  paid and non  assessable.  There are no
preferred  shares  currently  outstanding.  There are no preemptive  rights with
respect  to the  TECHLITE  stock.  The  directors  of  TECHLITE,  however,  have
authorized  the issuance of an additional  336,633 shares of its Common Stock to
six persons, also listed on Schedule H, which shares have not yet been issued.

        3.05  Authority.  The  execution  and  delivery  of this  Agreement  and
consummation of the transactions  contemplated  herein have been duly authorized
by all necessary corporate action, including but not limited to duly and validly
authorized  action  and  approval  by the  Board  of  Directors,  on the part of
TECHLITE.  This  Agreement  constitutes  the valid  and  binding  obligation  of
TECHLITE  enforceable  against it in accordance  with its terms,  subject to the
principles of equity  applicable to the  availability  of the remedy of specific
performance. This Agreement has been duly executed by TECHLITE and the execution
and  transactions  contemplated by this Agreement shall not result in any breach
of  any  terms  or  provisions  of  TECHLITE's   Certificate   and  Articles  of
Incorporation or Bylaws or of any other agreement,  court order or instrument to
which TECHLITE is a party or bound by.

        3.06  Absence  of  Undisclosed  Liabilities.  TECHLITE  has no  material
liabilities of any nature, whether fixed, absolute, contingent or accrued, which
were not  reflected  on the  financial  statements  set forth in  Schedule A nor
otherwise  disclosed  in this  Agreement  or any of the  Schedules  or  Exhibits
attached hereto.

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        3.07 Absence of Changes.  Since April 30,  2000,  there has not been any
material  adverse  change in the condition  (financial  or other wise),  assets,
liabilities, earnings or business of TECHLITE, except for changes resulting from
completion of those transactions described in Section 5.01.

        3.08 Tax  Matters.  All taxes and other  assessments  and  levies  which
TECHLITE is required  by law to withhold or to collect  have been duly  withheld
and collected,  and have been paid over to the proper government  authorities or
are  held by  TECHLITE  in  separate  bank  accounts  for  such  payment  or are
represented by depository  receipts,  and all such  withholdings and collections
and  all  other  payments  due  in  connection  therewith  (including,   without
limitation,  employment  taxes,  both the employees' and employer's  share) have
been paid over to the  government  or placed in a separate and  segregated  bank
account for such purpose.  There are no known  deficiencies  in income taxes for
any periods and further, the representations and warranties as to the absence of
undisclosed  liabilities  contained  in Section  3.06  includes  any and all tax
liabilities of whatsoever kind or nature  (including,  without  limitation,  all
federal,  state,  local and foreign income,  profit,  franchise,  sales, use and
property  taxes) due or to become  due,  incurred  in respect of or  measured by
TECHLITE income or business prior to the Closing Date.

        3.09 Options,  Warrants,  etc. Except as otherwise described in Schedule
H, there are no outstanding options,  warrants, calls, commitments or agreements
of any character to which TECHLITE or its  shareholders  are a party or by which
TECHLITE or its shareholders are bound, or are a party, calling for the issuance
of shares of capital stock of TECHLITE or any securities  representing the right
to purchase or otherwise receive any such capital stock of TECHLITE.

        3.10 Title to Assets. Except for liens set forth in Schedule C, TECHLITE
is the sole and  unconditional  owner of, with good and marketable title to, all
the assets listed in the  schedules as owned by them and all other  property and
assets  are  free  and  clear  of all  mortgages,  liens,  pledges,  charges  or
encumbrances of any nature whatsoever.

        3.11 Agreements in Force and Effect.  Except as set forth in Schedules D
and E, all material contracts,  agreements,  plans, promissory notes, mortgages,
leases, policies, licenses,  franchises or similar instruments to which TECHLITE
is a party are  valid and in full  force  and  effect  on the date  hereof,  and
TECHLITE has not breached  any material  provision  of, and is not in default in
any material  respect under the terms of, any such  contract,  agreement,  plan,
promissory  note,  mortgage,  lease,  policy,  license,   franchise  or  similar
instrument which breach or default would have a material adverse effect upon the
business, operations or financial condition of TECHLITE.

        3.12 Legal  Proceedings,  Etc.  Except as set forth in Schedule K, there
are no civil, criminal, administrative, arbitration or other such proceedings or
investigations pending or, to the knowledge of TECHLITE,  threatened,  in which,
individually or in the aggregate,  an adverse determination would materially and
adversely  affect  the  assets,  properties,  business  or income  of  TECHLITE.
TECHLITE has substantially  complied with, and is not in default in any material
respect  under,  any  laws,  ordinances,  requirements,  regulations  or  orders
applicable to its businesses.

        3.13 Governmental Regulation. To the knowledge of TECHLITE and except as
set forth in Schedule  K,  TECHLITE is not in  violation  of or in default  with
respect to any applicable law or any applicable rule, regulation, order, writ or
decree of any court or any governmental  commission,  board,  bureau,  agency or
instrumentality,  or delinquent  with respect to any report required to be filed
with any governmental commission, board, bureau, agency or instrumentality which
violation or default  could have a material  adverse  effect upon the  business,
operations or financial condition of TECHLITE.

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        3.14  Brokers and  Finders.  TECHLITE  shall be solely  responsible  for
payment to any broker or finder  retained by TECHLITE  for any  brokerage  fees,
commissions or finders' fees in connection  with the  transactions  contemplated
herein.  Any such fees and the names of the brokers or finders will be set forth
in Schedule L attached hereto.

        3.15 Accuracy of Information.  No representation or warranty by TECHLITE
contained in this  Agreement and no statement  contained in any  certificate  or
other instrument  delivered or to be delivered to SUN INDUSTRIES pursuant hereto
or in connection with the transactions  contemplated  hereby (including  without
limitation  all  Schedules  and  exhibits  hereto)  contains or will contain any
untrue  statement  of material  fact or omits or will omit to state any material
fact necessary in order to make the statements  contained  herein or therein not
misleading.

        3.16 Subsidiaries.  TECHLITE does not have any other subsidiaries or own
capital  stock  representing  ten  percent  (10%)  or  more  of the  issued  and
outstanding stock of any other corporation.

        3.17  Consents.  Except as listed in  Schedule F, no consent or approval
of, or registration, qualification or filing with, any governmental authority or
other  person is  required to be  obtained  or  accomplished  by TECHLITE or any
shareholder  thereof in connection  with the  consummation  of the  transactions
contemplated hereby.

        3.18  Improper  Payments.  Neither  TECHLITE,  nor any person  acting on
behalf of TECHLITE,  has made any payment or otherwise  transmitted  anything of
value,  directly or indirectly,  to (a) any official or any government or agency
or political  subdivision  thereof for the purpose of  influencing  any decision
affecting the business of TECHLITE, (b) any customer,  supplier of competitor of
TECHLITE or employee of such customer,  supplier or competitor,  for the purpose
of obtaining or retaining TECHLITE's existing business for TECHLITE,  or (c) any
political party or any candidate for elective political office, nor has any fund
or other asset of TECHLITE  been  maintained  that was not fully and  accurately
recorded on the books of account of TECHLITE.

        3.19 Copies of Documents. TECHLITE has made available for inspection and
copying by SUN  INDUSTRIES  and its duly  authorized  representatives,  and will
continue to do so at all times,  true and correct copies of all documents  which
it has  filed  with  the  Securities  and  Exchange  Commission  and  all  other
governmental  agencies which are material to the terms and conditions  contained
in this Agreement.  Furthermore, all filings by TECHLITE with the Securities and
Exchange  Commission  and all other  governmental  agencies,  including  but not
limited to the Internal Revenue  Service,  have contained  information  which is
true and correct,  to the best  knowledge of the Board of Directors of TECHLITE,
in all material  respects and did not contain any untrue statement of a material
fact or omit to state any material fact  necessary to make the  statements  made
therein not misleading or which could have any material  adverse effect upon the
financial condition or operations of TECHLITE or adversely effect the objectives
of this Agreement with respect to SUN INDUSTRIES including,  but not limited to,
the issuance and subsequent trading of the shares of common stock of TECHLITE to
be received hereby,  subject to compliance by the shareholders of SUN INDUSTRIES
with  applicable  law.  TECHLITE  has filed  with the  Securities  and  Exchange
Commission and each state  securities  regulator all  statements,  applications,
reports and filings  required  under the Securities Act of 1933 and the Exchange
Act of 1934, as amended.

                                       8
<PAGE>


                                    ARTICLE 4
                        REPRESENTATIONS AND WARRANTIES OF
                SUN AND SUN INDUSTRIES, INC. AND THE SHAREHOLDERS

        SUN  INDUSTRIES  and its  SHAREHOLDERS  hereby  represent and warrant to
TECHLITE as follows:

        4.01 There are  attached as schedules to this  Agreement  the  following
documents,  each of which is true and accurate in all material respects and each
of which shall be updated prior to the Closing, as may be required,  to make the
information  contained  in the  document  true  and  accurate  in  all  material
respects:

               (a) Financial  Statements.  Unaudited financial statements of SUN
INDUSTRIES  comprised of the  following:  balance sheets as of December 31, 2000
and December 31, 1999;  statements  of  operations  for the 2000 and 1999 fiscal
years,  statements of cash flows for the 2000 and 1999 fiscal years,  statements
of changes in shareholders equity for the 2000 and 1999 fiscal years,  unaudited
financial  statements  as  of  March  31,  2000,  and  notes  to  the  financial
statements. (Schedule AA).

               (b) Property.  A list and  description  of all property,  real or
personal,  owned by SUN  INDUSTRIES of a value equal to or greater than $10,000.
(Schedule BB).

               (c)  Liens  and  Liabilities.  A  list  of  all  material  liens,
encumbrances, easements, security interests or similar interests in or on any of
the  assets  listed  on  Schedule  AA.  (Schedule  CC).  A list  of  all  debts,
liabilities and  obligations of SUN INDUSTRIES  incurred or owing as of the date
of this Agreement.
(Schedule CC.1).

               (d) Leases and Contracts. A list describing all material terms of
each lease (whether of real or personal property) and each contract,  promissory
note,  mortgage,  license,  franchise,  or other written  agreement to which SUN
INDUSTRIES  is a party which  involves or can  reasonably be expected to involve
aggregate future payments or receipts by SUN INDUSTRIES (whether by the terms of
such lease,  contract,  promissory  note,  license,  franchise or other  written
agreement or as a result of a guarantee  of the payment of or indemnity  against
the  failure to pay same) of $10,000 or more  annually  during the  twelve-month
period  ended  December  31,  2000,  or  any  consecutive   twelve-month  period
thereafter,  except any of said  instruments  which  terminate or are cancelable
without penalty during such twelve-month period. (Schedule DD).

               (e) Loan  Agreements.  Copies  of all loan  agreements  and other
documents  with respect to  obligations  of SUN  INDUSTRIES for the repayment of
borrowed money. (Schedule EE).

               (f) Consents  Required.  A list of all agreements wherein consent
to  the  transaction  herein   contemplated  is  required  to  avoid  a  default
thereunder;  or where notice of such transaction is required at or subsequent to
closing,  or where consent to an acquisition,  consolidation,  or sale of all or
substantially  all of the  assets is  required  to avoid a  default  thereunder.
(Schedule FF).

               (g) Articles and Bylaws.  A copy of the  Certificate and Articles
of  Incorporation  and Bylaws of SUN  INDUSTRIES  together  with all  amendments
thereto to the date hereof. (Schedule GG).

                                       9
<PAGE>

               (h)  Shareholders.  A list of all  persons  or  entities  holding
capital stock of SUN  INDUSTRIES  or any rights to subscribe  for,  acquire,  or
receive shares of the capital stock of SUN INDUSTRIES (whether warrants,  calls,
options,  or  conversion  rights),  including  copies of all stock  option plans
whether qualified or non-qualified, and other similar agreements. (Schedule HH).

               (i).   Officers  and  Directors.   A list  of  all  officers  and
Directors  of SUN  INDUSTRIES. (Schedule II).

               (j) Salary  Schedule.  A list (in all  material  respects) of the
names and the current  salary rate for each present  employee of SUN  INDUSTRIES
who  received  $10,000 or more in  aggregate  compensation  from SUN  INDUSTRIES
whether in salary, bonus or otherwise, during the year 1999, or who is presently
scheduled  to receive from SUN  INDUSTRIES a salary in excess of $10,000  during
the year  ending  December  31,  2000,  including  in each  case the  amount  of
compensation received or scheduled to be received,  and a schedule of the hourly
rates of all other employees listed according to departments. (Schedule JJ).

               (k) Litigation. A list (in all material respects) of all material
civil,  criminal,  administrative,  arbitration  or other  such  proceedings  or
investigations  (including  without  limitations  unfair labor practice matters,
labor   organization   activities,   environmental   matters  and  civil  rights
violations) pending or, to the knowledge of SUN INDUSTRIES threatened, which may
materially and adversely affect SUN INDUSTRIES. (Schedule KK).

               (l) Tax Returns.  Copies of all Federal and State tax returns for
SUN INDUSTRIES for the last three years. (Schedule LL).

               (m) Agency  Reports.  Copies of all  material  reports or filings
(and a list of the  categories  of reports or filings  made on a regular  basis)
made by SUN  INDUSTRIES  under  ERISA,  EEOC,  FDA and  all  other  governmental
agencies (federal, state or local). (Schedule MM).

               (n) Banks.  A list showing (1) the name of each bank in which SUN
INDUSTRIES  has an account or safe deposit box, and (2) the names and  addresses
of all signatories. (Schedule NN).

               (o) Jurisdictions Where Qualified. A list of all jurisdictions in
which SUN  INDUSTRIES  is  qualified  to do  business  and is in good  standing.
(Schedule OO).

               (p)  Subsidiaries.  A list of all subsidiaries of SUN INDUSTRIES.
(Schedule  PP).  The  term   "Subsidiary"   or   "Subsidiaries"   shall  include
corporations,  unincorporated  associations,  partnerships,  joint ventures,  or
similar entities in which SUN INDUSTRIES has an interest, direct or indirect.

               (q)  Union  Matters.  A list  and  description  (in all  material
respects) of all union  contracts and  collective  bargaining  agreements of SUN
INDUSTRIES, if any. (Schedule QQ).

               (r) Employee and Consultant Contracts. A list of all employee and
consultant  contracts which SUN INDUSTRIES may have,  other than those listed in
the schedule on Union Matters. (Schedule RR).

               (s) Employee Benefit Plans.  Copies of all salary,  stock option,
bonus,   incentive   compensation,   deferred   compensation,   profit  sharing,
retirement, pension, group insurance, disability, death benefit or other benefit
plans,  trust agreements or arrangements of SUN INDUSTRIES in effect on the date
hereof or to become  effective  after the date thereof,  together with copies of
any  determination  letters issued by the Internal  Revenue Service with respect
thereto. (Schedule SS).

                                       10
<PAGE>

               (t)  Insurance  Policies.  A list (in all material  respects) and
description  of all material  insurance  policies  naming SUN  INDUSTRIES  as an
insured or  beneficiary  or as a loss payable payee or for which SUN  INDUSTRIES
has paid all or part of the premium in force on the date hereof,  specifying any
notice or other  information  possessed  by SUN  INDUSTRIES  regarding  possible
claims thereunder,  cancellation thereof or premium increases thereon, including
any policies now in effect  naming SUN  INDUSTRIES as  beneficiary  covering the
business activities of SUN INDUSTRIES. (Schedule TT).

               (u)  Licenses and Permits.  A list of all  licenses,  permits and
other authorizations of SUN INDUSTRIES. (Schedule UU).

        4.02  Organization,  Standing and Power. SUN INDUSTRIES is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  California  with all  requisite  corporate  power to own or lease  its
properties and carry on its businesses as is now being conducted.

        4.03  Qualification.  SUN  INDUSTRIES  is qualified and is licensed as a
foreign corporation in the States set forth on Schedule OO.

        4.04  Capitalization of SUN INDUSTRIES.  The authorized capital stock of
SUN INDUSTRIES consists of 100,000 shares of Common Stock,no par value, of which
86,500  shares are issued to  shareholders  listed on Schedule  HH, which shares
were duly  authorized,  validly issued and fully paid and non assessable.  There
are no preemptive rights with respect to the SUN INDUSTRIES stock.

        4.05  Authority.  The  execution  and  delivery  of this  Agreement  and
consummation of the transactions  contemplated  herein have been duly authorized
by all necessary corporate action, including but not limited to duly and validly
authorized  action and  approval by the Board of  Directors,  on the part of SUN
INDUSTRIES.  This Agreement  constitutes the valid and binding obligation of SUN
INDUSTRIES  enforceable  against it in  availability  of the remedy of  specific
performance.  This  Agreement has been duly executed by SUN  INDUSTRIES  and the
execution and  transactions  contemplated  by this Agreement shall not result in
any  breach of any  terms or  provisions  of SUN  INDUSTRIES's  Certificate  and
Articles of Incorporation  or Bylaws or of any other  agreement,  court order or
instrument to which SUN INDUSTRIES is a party or bound by.

        4.06 Absence of Undisclosed Liabilities.  SUN INDUSTRIES has no material
liabilities of any nature, whether fixed, absolute, contingent or accrued, which
are not  reflected  on the  financial  statements  set forth in  Schedule AA nor
otherwise  disclosed  in this  Agreement  or any of the  Schedules  or  Exhibits
attached hereto.

        4.07 Absence of Changes.  Since March 31,  2000,  there has not been any
material  adverse  change in the condition  (financial  or other wise),  assets,
liabilities,  earnings  or  business  of  SUN  INDUSTRIES,  except  for  changes
resulting from completion of those transactions described in Section 5.01.

        4.08 Tax Matters.  All taxes and other  assessments and levies which SUN
INDUSTRIES  is required by law to withhold or to collect have been duly withheld
and collected,  and have been paid over to the proper government  authorities or
are held by SUN  INDUSTRIES  in separate  bank  accounts for such payment or are
represented by depository  receipts,  and all such  withholdings and collections
and  all  other  payments  due  in  connection  therewith  (including,   without
limitation,  employment  taxes,  both the employees' and employer's  share) have
been paid over to the  government  or placed in a separate and  segregated  bank
account for such purpose.  There are no known  deficiencies  in income taxes for
any periods and further, the representations and warranties as to the absence of
undisclosed  liabilities  contained  in Section  4.06  includes  any and all tax
liabilities of whatsoever kind or nature  (including,  without  limitation,  all
federal,  state,  local and foreign income,  profit,  franchise,  sales, use and
property taxes) due or to become due,  incurred in respect of or measured by SUN
INDUSTRIES income or business prior to the Closing Date.

                                       11
<PAGE>

        4.09 Options,  Warrants,  etc. Except as otherwise described in Schedule
HH, there are no outstanding options, warrants, calls, commitments or agreements
of any character to which SUN INDUSTRIES or its  shareholders  are a party or by
which SUN INDUSTRIES or its shareholders are bound, or are a party,  calling for
the  issuance of shares of capital  stock of SUN  INDUSTRIES  or any  securities
representing  the right to purchase or otherwise  receive any such capital stock
of SUN INDUSTRIES.

        4.10 Title to Assets.  Except  for liens set forth in  Schedule  CC, SUN
INDUSTRIES  is the sole and  unconditional  owner of,  with good and  marketable
title to, all the assets  listed in the schedules as owned by them and all other
property and assets are free and clear of all mortgages, liens, pledges, charges
or encumbrances of any nature whatsoever.

        4.11 Agreements in Force and Effect. Except as set forth in Schedules DD
and EE, all material contracts,  agreements, plans, promissory notes, mortgages,
leases,  policies,  licenses,  franchises  or similar  instruments  to which SUN
INDUSTRIES is a party are valid and in full force and effect on the date hereof,
and SUN  INDUSTRIES  has not breached any material  provision  of, and is not in
default  in any  material  respect  under  the  terms  of,  any  such  contract,
agreement, plan, promissory note, mortgage, lease, policy, license, franchise or
similar  instrument which breach or default would have a material adverse effect
upon the business, operations or financial condition of SUN INDUSTRIES.

        4.12 Legal  Proceedings,  Etc. Except as set forth in Schedule KK, there
are no civil, criminal, administrative, arbitration or other such proceedings or
investigations  pending or, to the  knowledge  of either SUN  INDUSTRIES  or the
SHAREHOLDERS, threatened, in which, individually or in the aggregate, an adverse
determination   would  materially  and  adversely  affect  the  SUN  INDUSTRIES,
properties,   business  or  income  of  SUN   INDUSTRIES.   SUN  INDUSTRIES  has
substantially  complied  with,  and is not in  default in any  material  respect
under, any laws, ordinances,  requirements,  regulations or orders applicable to
its businesses.

        4.13  Governmental  Regulation.  To the knowledge of SUN  INDUSTRIES and
except as set forth in Schedule KK, SUN  INDUSTRIES is not in violation of or in
default with respect to any applicable law or any applicable  rule,  regulation,
order,  writ or  decree  of any  court or any  governmental  commission,  board,
bureau,  agency or  instrumentality,  or  delinquent  with respect to any report
required to be filed with any governmental commission,  board, bureau, agency or
instrumentality  which violation or default could have a material adverse effect
upon the business, operations or financial condition of SUN INDUSTRIES.

        4.14 Brokers and Finders.  SHAREHOLDERS  shall be solely responsible for
payment to any broker or finder  retained by SUN  INDUSTRIES  for any  brokerage
fees,   commissions  or  finders'  fees  in  connection  with  the  transactions
contemplated  herein. Any such fees and the names of the brokers or finders will
be set forth in Schedule LL attached hereto.


        4.15 Accuracy of Information.   No representation  or  warranty  by  SUN
INDUSTRIES  or  SHAREHOLDERS  contained  in  this  Agreement  and  no  statement
contained in any certificate or other instrument delivered or to be delivered to
TECHLITE pursuant hereto or in  connection  with the  transactions  contemplated
hereby (including without limitation all Schedules and exhibits hereto) contains
or will contain any untrue statement of  material  fact or omits or will omit to
state any  material  fact  necessary in order to make the  statements  contained
herein or therein not misleading.

                                       12
<PAGE>

        4.16 Subsidiaries.  Except as listed in Schedule PP, SUN INDUSTRIES does
not have any other  subsidiaries or own capital stock  representing  ten percent
(10%) or more of the issued and outstanding stock of any other corporation.

        4.17  Consents.  Except as listed in Schedule FF, no consent or approval
of, or registration, qualification or filing with, any governmental authority or
other person is required to be obtained or accomplished by SUN INDUSTRIES or any
shareholder  thereof in connection  with the  consummation  of the  transactions
contemplated hereby.

        4.18 Improper Payments.  Neither SUN INDUSTRIES nor any person acting on
behalf of SUN INDUSTRIES has made any payment or otherwise  transmitted anything
of value,  directly or  indirectly,  to (a) any  official or any  government  or
agency or  political  subdivision  thereof  for the purpose of  influencing  any
decision affecting the business of SUN INDUSTRIES, (b) any customer, supplier of
competitor  of SUN  INDUSTRIES,  or  employee  of  such  customer,  supplier  or
competitor,  for  the  purposes  of  obtaining  or  retaining  business  for SUN
INDUSTRIES,  or (c) any political party or any candidate for elective  political
office,  nor has any fund or other asset of SUN INDUSTRIES  been maintained that
was not fully and accurately recorded on the books of account of SUN INDUSTRIES.

        4.19  Copies  of  Documents.  SUN  INDUSTRIES  has  made  available  for
inspection and copying by TECHLITE and its duly authorized representatives,  and
will  continue to do so at all times,  true and correct  copies of all documents
which it has filed with  governmental  agencies  which are material to the terms
and  conditions  contained in this  Agreement.  Furthermore,  all filings by SUN
INDUSTRIES with governmental agencies, including but not limited to the Internal
Revenue  Service,  have contained  information  which is true and correct in all
material respects and did not contain any untrue statement of a material fact or
omit to state any material fact  necessary to make the  statements  made therein
not  misleading  or  which  could  have any  material  adverse  effect  upon the
financial  condition or  operations of SUN  INDUSTRIES  or adversely  effect the
objectives of this Agreement.

        4.20  Investment  Intent  of  Shareholders.   Each  shareholder  of  SUN
INDUSTRIES  represents  and warrants to TECHLITE and to NEWCO that the shares of
TECHLITE being acquired pursuant to this Agreement are being acquired for his or
her own account and for  investment  and not with a view to the public resale or
distribution  of such  shares and  further  acknowledges  that the shares  being
issued have not been  registered  under the Securities  Act and are  "restricted
securities" as that term is defined in Rule 144 promulgated under the Securities
Act and must be held indefinitely unless they are subsequently  registered under
the Securities Act or an exemption from such registration is available.


                                    ARTICLE 5
                      CONDUCT AND TRANSACTIONS PRIOR TO THE
                        EFFECTIVE TIME OF THE ACQUISITION

        5.01 Conduct and  Transactions  of TECHLITE.  During the period from the
date hereof to the date of Closing, TECHLITE shall:

               (1) Conduct its  operations  in the ordinary  course of business,
including but not limited to, paying all  obligations as they mature,  complying
with all  applicable tax laws,  filing all tax returns  required to be filed and
paying all taxes due;

               (2)  Maintain  its  records and books of account in a manner that
fairly and correctly reflect its income, expenses, assets and liabilities.

                                       13
<PAGE>

        TECHLITE shall not during such period,  except in the ordinary course of
business, without the prior written consent of SUN INDUSTRIES:

               (a) Sell,  dispose of or encumber any of its properties or assets
except for payment of brokers' or finders' fees;

               (b) Declare or pay any  dividends on shares of its capital  stock
or make any other distribution of assets to the holders thereof.

               (c)  Issue,  reissue  or sell,  or issue  options  or  rights  to
subscribe  to, or enter into any  contract or  commitment  to issue,  reissue or
sell,  any shares of its capital stock or acquire or agree to acquire any shares
of its capital stock other than as set forth on Exhibit H attached hereto;

               (d)  Except  as  otherwise  contemplated  and  required  by  this
Agreement,  amend its Articles of  Incorporation or merge or consolidate with or
into any other  corporation  or sell all or  substantially  all of its assets or
change in any manner the rights of its capital stock or other securities;

               (e)  Pay  or  incur  any  obligation  or  liability,   direct  or
contingent, of more than $1,000;

               (f) Incur any indebtedness for borrowed money, assume, guarantee,
endorse or otherwise  become  responsible for obligations of any other party, or
make loans or advances to any other party;

               (g)    Make any material change in its insurance coverage;

               (h) Increase in any manner the compensation,  direct or indirect,
of any of its  officers  or  executive  employees;  except  in  accordance  with
existing employment contracts;

               (i) Enter into any agreement or make any  commitment to any labor
union or organization;

               (j) Make any capital expenditures.

        5.02 Conduct and Transactions of SUN INDUSTRIES.  During the period from
the date hereof to the date of Closing, SUN INDUSTRIES shall:

               (1)    Obtain an  investment  letter from each  SHAREHOLDER  in a
form that is  satisfactory  to TECHLITE.

               (2) Conduct the  operations  of SUN  INDUSTRIES  in the  ordinary
course of business.

        SUN  INDUSTRIES  shall not during such  period,  except in the  ordinary
course of business, without the prior written consent of TECHLITE:

               (a)    Sell, dispose  of  or  encumber  any  of the properties or
assets of SUN INDUSTRIES;

               (b) Declare or pay any  dividends on shares of its capital  stock
or make any other distribution of assets to the holders thereof;

               (c)  Issue,  reissue  or sell,  or issue  options  or  rights  to
subscribe  to, or enter into any  contract or  commitment  to issue,  reissue or
sell,  any shares of its capital stock or acquire or agree to acquire any shares
of its capital stock;

                                       14
<PAGE>

               (d)  Except  as  otherwise  contemplated  and  required  by  this
Agreement,  amend its Articles of  Incorporation or merge or consolidate with or
into any other  corporation  or sell all or  substantially  all of its assets or
change in any manner the rights of its capital stock or other securities;

               (e)  Pay  or  incur  any  obligation  or  liability,   direct  or
contingent  other  than to  extinguish  liabilities  revealed  on its  financial
statements provided hereto;

               (f) Incur any indebtedness for borrowed money, assume, guarantee,
endorse or otherwise  become  responsible for obligations of any other party, or
make loans or advances to any other party;

               (g)    Make any material change in its insurance coverage;

               (h) Increase in any manner the compensation,  direct or indirect,
of any of its  officers  or  executive  employees;  except  in  accordance  with
existing employment contracts;

               (i) Enter into any agreement or make any  commitment to any labor
union or organization;

               (j) Make any material capital expenditures.

               (k)  Allow  any of  the  foregoing  actions  to be  taken  by any
subsidiary of SUN INDUSTRIES.


                                    ARTICLE 6
                              RIGHTS OF INSPECTION

        6.01  During the period from the date of this  Agreement  to the date of
Closing  of the  merger,  TECHLITE  and SUN  INDUSTRIES  agree to use their best
efforts to give the other party,  including its representatives and agents, full
access  to the  premises,  books and  records  of each of the  entities,  and to
furnish the other with such financial and operating  data and other  information
including,  but not limited to, copies of all legal  documents  and  instruments
referred to on any schedule or exhibit hereto,  with respect to the business and
properties of TECHLITE or SUN INDUSTRIES, as the case may be, as the other shall
from  time  to  time  request;   provided,   however,  if  there  are  any  such
investigations:   (1)  they  shall  be  conducted  in  such  manner  as  not  to
unreasonably  interfere  with the operation of the business of the other parties
and (2) such right of inspection  shall not affect in any way  whatsoever any of
the representations or warranties given by the respective parties hereunder.  In
the event of termination  of this  Agreement,  TECHLITE and SUN INDUSTRIES  will
each return to the other all documents, work papers and other materials obtained
from the other party in connection with the  transactions  contemplated  hereby,
and will take such other steps necessary to protect the  confidentiality of such
material. SUN INDUSTRIES shall not be required to disclose its customer list and
customer  information and its vendor list and other vendor information until all
other  material  conditions to the  completion of the  reorganization  have been
satisfied or waived.


                                    ARTICLE 7
                              CONDITIONS TO CLOSING

        7.01 Conditions to Obligations of SUN INDUSTRIES.  The obligation of SUN
INDUSTRIES  and its  SHAREHOLDERS  to perform  this  Agreement is subject to the
satisfaction of the following conditions on or before the Closing, unless waived
in writing by SUN INDUSTRIES:

                                       15
<PAGE>

               (a) Representations and Warranties. There shall be no information
disclosed in the  schedules  delivered  by TECHLITE  which in the opinion of SUN
INDUSTRIES,  expressed in writing to TECHLITE within two weeks after delivery of
the schedules,  would materially  adversely affect the proposed  transaction and
intent of the parties as set forth in this Agreement.  The  representations  and
warranties  of TECHLITE  set forth in Article 3 hereof shall be true and correct
in all material  respects as of the date of this Agreement and as of the Closing
as though made on and as of the Closing,  except as otherwise  permitted by this
Agreement.

               (b)  Performance  of  Obligations.  TECHLITE  shall  have  in all
material respects performed all agreements  required to be performed by it under
this  Agreement  and shall have  performed in all material  respects any actions
contemplated  by this Agreement  prior to or on the Closing,  and TECHLITE shall
have complied in all material  respects  with the course of conduct  required by
this Agreement.

               (c)  Corporate  Action.  There are minutes,  certified  copies of
corporate  resolutions or other documentary evidence satisfactory to counsel for
SUN  INDUSTRIES  that  TECHLITE  has  submitted  this  Agreement  and any  other
documents required hereby to such parties for approval as provided by applicable
law.

               (d) Consents. The execution of this Agreement by the SHAREHOLDERS
and any consents  necessary  for or approval of any party listed on any Schedule
delivered by TECHLITE  whose  consent or approval is required  pursuant  thereto
shall have been obtained.

               (e)  Financial   Statements.   SUN  INDUSTRIES  shall  have  been
furnished  unaudited  financial  statements  of  TECHLITE  for the  period  from
February  1,  2000 to the last day of the  month  preceding  the  Closing.  Such
financial  statements  shall have been  prepared in  conformity  with  generally
accepted accounting principles on a basis consistent with those of prior periods
and fairly present the financial position of TECHLITE as of their date.

               (f) Statutory  Requirements.  All statutory  requirements for the
valid  consummation  by  TECHLITE  of  the  transactions  contemplated  by  this
Agreement shall have been fulfilled.

               (g)  Governmental   Approval.   All   authorizations,   consents,
approvals,  permits and orders of all federal  and state  governmental  agencies
required  to be  obtained  by  TECHLITE  for  consummation  of the  transactions
contemplated by this Agreement shall have been obtained.

               (h)   Employment   Agreements.   Existing   TECHLITE   employment
agreements will have been delivered to Counsel for SUN INDUSTRIES.

               (i) Changes in Financial  Condition of TECHLITE.  There shall not
have occurred any material  adverse change in the financial  condition or in the
operations of the business of TECHLITE,  except  expenditures  in furtherance of
this Agreement.

               (j) Absence of Pending Litigation.  TECHLITE is not engaged in or
threatened with any suit, action, or legal,  administrative or other proceedings
or governmental  investigations pertaining to this Agreement or the consummation
of the transactions contemplated hereunder.

        7.02  Conditions to Obligations of TECHLITE.  The obligation of TECHLITE
to  perform  this  Agreement  is subject to the  satisfaction  of the  following
conditions on or before the Closing unless waived in writing by TECHLITE:

                                       16
<PAGE>

               (a) Representations and Warranties. There shall be no information
disclosed in the schedules delivered by SUN INDUSTRIES,  which in the opinion of
TECHLITE,  expressed in writing to TECHLITE  within two weeks after  delivery of
the schedules,  would materially  adversely affect the proposed  transaction and
intent of the parties as set forth in this Agreement.  The  representations  and
warranties  of SUN  INDUSTRIES  set forth in Article 4 hereof  shall be true and
correct in all material  respects as of the date of this Agreement and as of the
Closing as though made on and as of the Closing,  except as otherwise  permitted
by this Agreement.

               (b) Performance of Obligations.  SUN INDUSTRIES shall have in all
material respects performed all agreements  required to be performed by it under
this  Agreement  and shall have  performed in all material  respects any actions
contemplated  by this Agreement  prior to or on the Closing,  and SUN INDUSTRIES
shall have complied in all respects with the course of conduct  required by this
Agreement.

               (c)  Corporate  Action.  There  has been  delivered  to  TECHLITE
minutes, certified copies of corporate resolutions or other documentary evidence
satisfactory  to counsel for TECHLITE that SUN  INDUSTRIES  has  submitted  this
Agreement and any other  documents  required hereby to such parties for approval
as provided by applicable law.

               (d) Consents. Any consents necessary for or approval of any party
listed on any Schedule delivered by SUN INDUSTRIES, whose consent or approval is
required pursuant thereto, shall have been obtained.

               (e) Financial Statements. TECHLITE shall have been furnished with
an interim,  unaudited balance sheet, operating statement, and statement of cash
flows of SUN  INDUSTRIES  for the period from January 1, 2000 to the last day of
the month  preceding  the Closing.  Such  financial  statements  shall have been
prepared in conformity with generally accepted accounting  principles and fairly
present the financial position of SUN INDUSTRIES as of its date.

               (f) Statutory  Requirements.  All statutory  requirements for the
valid  consummation by SUN INDUSTRIES of the  transactions  contemplated by this
Agreement shall have been fulfilled.

               (g)  Governmental   Approval.   All   authorizations,   consents,
approvals,  permits and orders of all federal  and state  governmental  agencies
required to be obtained by SUN INDUSTRIES for  consummation of the  transactions
contemplated by this Agreement shall have been obtained.

               (h) Employment  Agreements.  Existing SUN  INDUSTRIES  employment
agreements will have been delivered to counsel for TECHLITE.

               (i) Changes in Financial Condition of SUN INDUSTRIES. There shall
not have occurred any material  adverse change in the financial  condition or in
the  operations  of the  business  of SUN  INDUSTRIES,  except  expenditures  in
furtherance of this Agreement.

               (j) Absence of Pending Litigation.  SUN INDUSTRIES is not engaged
in or  threatened  with any  suit,  action,  or legal,  administrative  or other
proceedings or governmental  investigations  pertaining to this Agreement or the
consummation of the transactions contemplated hereunder.

                                       17
<PAGE>

                                    ARTICLE 8
                          MATTERS SUBSEQUENT TO CLOSING

        8.01  Covenant of Further Assurance. The parties covenant and agree that
they shall, from time to time, execute and deliver or cause to be  executed  and
delivered all such further  instruments  of conveyance,  transfer,  assignments,
receipts and other instruments, and shall take or cause to be taken such further
or other actions as the other party or parties to this  Agreement may reasonably
deem necessary in order to carry out the purposes and intent of this Agreement.

        8.02  Shareholders' Covenant to Provide  Audited  Financial  Statements.
The SHAREHOLDERS  covenant  that  they  will  provide,  within 50 days after the
Closing  and  either  by  e-mail  or  on  compact  disk,  the  audited financial
statements of SUN INDUSTRIES that are required to be filed, within 60 days after
the  Closing,  with  the  Securities  and  Exchange  Commission  pursuant to its
Regulation S-B, Item 210.

        8.03  SHAREHOLDERS'  Additional Remedy in the Event of Certain Defaults.
In the event  NEWCO  should fail to make the  payments  required by Article 1 or
perform any of the covenants  contained  in Article 1 required  to be  performed
on or before the third  anniversary  of the effective date of this Agreement and
fails  to  correct  such  failure  or  default within  30 days of written notice
thereof, in lieu of any other remedies SHAREHOLDERS may have, SHAREHOLDERS shall
have the  right  to  require  TECHLITE  to  transfer  all the shares of NEWCO to
SHAREHOLDERS, which transfer shall  terminate all other  obligations  under this
Agreement of TECHLITE to SHAREHOLDERS.

        8.04 Future Guaranties and Indemnity Agreements.  SHAREHOLDERS shall not
be required to guarantee or provide  indemnification with regard to future lines
of credit or  other future obligations  of NEWCO.   TECHLITE shall  use its best
efforts  in good faith  to provide  all required  guaranties or indemnifications
with regard to new obligations or lines of credit reasonably required by NEWCO's
business prospects and opportunities during the three years after the Closing.

                                    ARTICLE 9
                     NATURE AND SURVIVAL OF REPRESENTATIONS

        9.01 All  statements  contained  in any written  certificate,  schedule,
exhibit or other  written  instrument  delivered  by TECHLITE or SUN  INDUSTRIES
pursuant hereto, or otherwise adopted by TECHLITE,  by its written approval,  or
by  SUN  INDUSTRIES  by  its  written  approval,   or  in  connection  with  the
transactions contemplated hereby, shall be deemed representations and warranties
by TECHLITE or by SUN INDUSTRIES and its  SHAREHOLDERS,  as the case may be. All
representations,  warranties and  agreements  made by either party shall survive
for the period of the applicable  statute of limitations and until the discovery
of any claim, loss, liability or other matter based on fraud, if longer.


                                   ARTICLE 10
           TERMINATION OF AGREEMENT AND ABANDONMENT OF REORGANIZATION

        10.1 Termination. Anything herein to the contrary notwithstanding,  this
Agreement  and any  agreement  executed  as  required  hereunder  and the merger
contemplated  hereby may be  terminated by three days before the closing date as
follows:

               (a) By mutual  written  consent  of the  Boards of  Directors  of
TECHLITE and SUN INDUSTRIES.

               (b) By  the  Board  of  Directors  of  TECHLITE  if  any  of  the
conditions  set forth in Section 7.02 shall not have been satisfied.

                                       18
<PAGE>

               (c) By the Board of  Directors  of SUN  INDUSTRIES  if any of the
conditions set forth in Section 7.01 shall not have been satisfied.

        10.02  Termination of Obligations  and Waiver of Conditions;  Payment of
Expenses.  In the event this  Agreement and the  acquisition  are terminated and
abandoned  pursuant to this Article 10 hereof,  this Agreement shall become void
and of no force and effect and there shall be no liability on the part of any of
the parties hereto,  or their respective  directors,  officers,  shareholders or
controlling  persons to each other other than as set forth in paragraph 1.01.11.
Each party  hereto will pay all costs and expenses  incident to its  negotiation
and  preparation  of this  Agreement  and any of the  documents  evidencing  the
transactions  contemplated hereby, including fees, expenses and disbursements of
counsel.


                                   ARTICLE 11
                                   THE CLOSING

        11.01 Exchange of Shares.  At the Closing,  (1)  certificates  of merger
shall be filed with the Secretaries of State of Nevada and California, (2) NEWCO
shall  deliver  $1,200,000  in readily  accessible  funds and 600,000  shares of
common  stock of TECHLITE to the  SHAREHOLDERS  in the  proportions  as shall be
determined by reference to their  respective  shareholdings of SUN INDUSTRIES or
as they shall among  themselves  instruct  TECHLITE in writing at least one week
before  the  Closing,  and (3) the  SHAREHOLDERS  shall  deliver  to NEWCO,  for
cancellation,  stock certificates representing all outstanding shares of capital
stock of SUN INDUSTRIES.

        11.02 Restrictions on Shares Issued to the Shareholders. Due to the fact
that the SUN  INDUSTRIES'  Shareholders  will receive shares of TECHLITE  common
stock in  connection  with the merger which have not been  registered  under the
1933 Act by virtue of the exemption  provided in Section 4(2) of such Act, those
shares of TECHLITE common stock will contain the following legend:

               The  shares   represented  by  this  certificate  have  not  been
               registered under the Securities Act of 1933. The shares have been
               acquired for  investment  and may not be sold or offered for sale
               in the absence of an  effective  Registration  Statement  for the
               shares under the  Securities Act of 1933 or an opinion of counsel
               to the Corporation that such registration is not required.


                                   ARTICLE 12
                                  MISCELLANEOUS

        12.01  Construction.  This Agreement  shall be construed and enforced in
accordance  with the laws of the State of Oklahoma  excluding  the  conflicts of
laws.

        12.02 Notices. All notices necessary or appropriate under this Agreement
shall be effective when  personally  delivered or deposited in the United States
mail, postage prepaid,  certified or registered,  return receipt requested,  and
addressed to the parties last known  address  which  addresses  are currently as
follows or are set forth for the  SHAREHOLDERS  under  their  signatures  on the
execution page of this Agreement:

                                       19
<PAGE>

        If to "TECHLITE"

               TECHLITE, INC.
               c/o Thomas J. Kenan
               Fuller Tubb Pomeroy & Stokes
               201 Robert S. Kerr Avenue, Suite 1000
               Oklahoma City, OK  73102
               (405) 235-2575; fax (405) 232-8384


        If to "SUN INDUSTRIES"

               SUN INDUSTRIES, Inc.
               7291 Heil Avenue
               Huntington Beach, CA 92647
               (714) 596-4511; fax (714) 596-3281

        If to "SHAREHOLDERS"

               C/o Linda Sun
               19892 Ofelia Lane
               Huntington Beach, CA 92648

        12.03 Amendment and Waiver.  The parties hereby may, by mutual agreement
in writing signed by each party,  amend this Agreement in any respect.  Any term
or provision of this Agreement may be waived in writing at any time by the party
which is entitled to the benefits thereof,  such waiver right shall include, but
not be limited to, the right of either party to:

               (a)  Extend  the  time   for  the  performance  of  any  of   the
obligations of the other;

               (b)  Waive  any  inaccuracies  of  representations  by the  other
contained in this Agreement or in any document delivered pursuant hereto;

               (c)  Waive  compliance  by the  other  with any of the  covenants
contained in this  Agreement,  and  performance of any obligations by the other;
and

               (d) Waive the  fulfillment  of any condition that is precedent to
the  performance  by the  other  party  of any of  its  obligations  under  this
Agreement.  Any  writing  on the  part of a party  relating  to such  amendment,
extension  or  waiver  as  provided  in this  Section  12.03  shall  be valid if
authorized or ratified by the Board of Directors of such party.

        12.04 Remedies not Exclusive. No remedy conferred by any of the specific
provisions  of this  Agreement is intended to be exclusive of any other  remedy,
and each and every remedy shall be cumulative  and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or  otherwise.  The election of any one or more remedies by TECHLITE,
SUN  INDUSTRIES or a SHAREHOLDER  shall not  constitute a waiver of the right to
pursue other available remedies.

        12.05  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

        12.06 Benefit.  This  Agreement  shall be binding upon, and inure to the
benefit of, the respective  successors  and assigns of TECHLITE,  SUN INDUSTRIES
and the SHAREHOLDERS.

                                       20
<PAGE>

        12.07 Entire  Agreement.  This  Agreement and the Schedules and Exhibits
attached hereto,  represent the entire  agreement of the undersigneds  regarding
the  subject   matter   hereof,   and  supersedes  all  prior  written  or  oral
understandings or agreements between the parties.

        12.08 Each Party to Bear its Own Expense.  TECHLITE,  SUN INDUSTRIES and
the  SHAREHOLDERS  shall  each  bear its own  respective  expenses  incurred  in
connection with the  negotiation,  execution,  closing,  and performance of this
Agreement, including counsel fees and accountant fees.

        12.09 Captions and Section Headings.  Captions and section headings used
herein are for  convenience  only and shall not control or affect the meaning or
construction of any provisions of this Agreement.

        Executed as of the date first written above.

                                       21
<PAGE>
                 SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER

        This  AGREEMENT  AND PLAN OF MERGER  is  executed  as of the date  first
written above.

                                       TECHLITE, INC.


                                       By /s/ J.D. Arvidson
                                          --------------------------------------
                                          President

                                       By /s/ Carol E. Sage
                                          --------------------------------------
                                          Secretary


                                       SUN AND SUN INDUSTRIES, INC.

                                       By /s/ Duncan Frederick
                                          --------------------------------------
                                          Duncan Frederick, President

                                       By /s/ Deborah Sun
                                       -----------------------------------------
                                          Deborah Sun, Secretary


                                       SHAREHOLDERS

                                       /s/Lynda Frederick
                                       -----------------------------------------
                                       Lynda Frederick

                                       /s/ Yung Sun
                                       -----------------------------------------
                                       Yung Sun and

                                       /s/ Lilla Sun
                                       -----------------------------------------
                                       Lilla Sun, as joint owners

                                       /s/ Ken Slockbower
                                       -----------------------------------------
                                       Ken Slockbower

                                       /s/ Deborah Sun
                                       -----------------------------------------
                                       Deborah Sun

                                       /s/ Don Rivers
                                       -----------------------------------------
                                       Don Rivers

                                       /s/ Steve Fife
                                       -----------------------------------------
                                       Steve Fife

                                       22