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, Xxxxxxx
law firm. In addition, Lumalite agrees to defend, indemnify and hold Company
harmless from any obligations to Xxxxxxx Xxxxx by reason of Xxxxx' 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,
Xxxxxxx 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:______________________________________
XXXXX XXXXXXX
Attest:__________________________________
LUMALITE, INC.
By:________________________________________
XXXXXXX XXXXXXX, President
Attest:_____________________________________
Xxxxxxxx\l-9\Lumalite.Consil.agreement_3
