Contract

Contract for Purchase and Sale of Stock

by Cml Holdings Intl Llc
June 14th, 1996

 
                                                                   EXHIBIT 10.30


                    CONTRACT FOR PURCHASE AND SALE OF STOCK
                    ---------------------------------------

       THIS CONTRACT, made and entered into this 15th day of May, 1996, by and
between WERNER A. ARNOLD (the "Seller") and CHICAGO MINIATURE LAMP, INC., an
Oklahoma corporation (the "Buyer").

                              W I T N E S S E T H:

       WHEREAS, the Seller is the beneficial and record owner of 70% of the
issued and outstanding shares (the "Shares") of capital stock of Alba Technology
(M) Sdn. Bhd., a Malaysia corporation (the "Company"); and

       WHEREAS, the Seller desires to sell to the Buyer and the Buyer desires to
purchase from the Seller the Shares on the terms and subject to the conditions
hereinafter set forth;

       NOW, THEREFORE, in consideration of the premises and of the covenants,
terms and conditions herein contained, the Seller and the Buyer hereby agree as
follows:

                                   ARTICLE II
                                 Sale of Shares
                                 --------------

       The Seller agrees to sell to the Buyer and the Buyer agrees to purchase
from the Seller the Shares.  The Seller shall transfer the Shares to the Buyer
on the Closing Date (as hereinafter defined), and immediately prior to the
transfer the Shares shall be duly and validly issued in the name of the Seller,
fully paid and nonassessable, and free and clear of any claim, lien or
encumbrance of any kind.

                                   ARTICLE II
                         Purchase Price for the Shares
                         -----------------------------

       The purchase price to be paid by the Buyer to the Seller for the Shares
shall be DM 50,000 cash payable to Seller by wire transfer on the Closing Date.

                                  ARTICLE III
            Representations, Warranties and Covenants of the Seller
            -------------------------------------------------------

       The Seller represents, warrants and covenants as follows:

       3.1  Stock and Stockholdings.  The authorized capital stock of the
            -----------------------                                      
Company consists of 100,000 ordinary shares (RM 1.00 per share), 70 shares of
which constitute the Shares which are outstanding and issued to the Seller.
Except for the Shares, there are no other shares of capital stock of the Company
issued and outstanding, except for 30 ordinary shares (RM 1.00 per share) of the
Company issued to Ong Swee Guan.  The Shares have been duly and legally issued
to the Seller, are fully paid and nonassessable and are free and clear of any
mortgage, pledge, hypothecation, lien, encumbrance or burden of any kind.  There
are no other classes of stock authorized, and there are not authorized, issued
or outstanding, any options, warrants or other rights to purchase or otherwise
acquire from the Company or the Seller any shares of stock or other securities
of the Company.  The Seller is subject to no agreement with any other person or
entity relating in any respect to the Company, the Shares or the sale or
transfer of the Shares.  The Seller has full power, capacity and authority to
sell, assign and transfer the Shares to the Buyer.

       3.2  Financial Statements.  The Seller has heretofore delivered to the
            --------------------                                             
Buyer financial statements consisting of (i) an audited Balance Sheet for the
Company as of December 31, 1995, (ii) an audited Profit and Loss Account for the
Company for the period from October 15, 1994 to December 31, 1995 and (iii) an
audited Statement of Changes in Financial Position for the Company for the
period from October 15, 1994 to December 31, 1995.  Such financial statements
present fairly the financial condition of the Company, as

 
of December 31, 1995, and except as disclosed in said financial statements, as
of December 31, 1995, the Company had no liabilities of any nature, whether
accrued, absolute, direct, contingent, unliquidated or otherwise.

       3.3  Employment and Labor Matters.  Schedule 3.3 contains a list of all
            ----------------------------                                      
employees, their commissions, accrued vacation pay, sick pay, severance pay and
other accrued employee benefits through December 31, 1995.  Except as set forth
thereon, the Company is not liable to any of its employees for any amount of
commissions, severance pay, accrued vacation, or any other similar payments.
Except as set forth on Schedule 3.3, the Company is not a party to any pension,
profit sharing, retirement or other deferred compensation plan or agreement.

       3.4  Material Contracts. Except as set forth in Schedule 3.4, the Company
            ------------------                                                  
has no purchase, sale, commitment, or other contract, the breach or termination
of which would have a materially adverse effect on the business, financial
condition, results of operations, assets, liabilities, or prospects of the
Company.

       3.5  Compliance with Environmental Laws.  The Company is in compliance
            ----------------------------------                               
with all applicable pollution control and environmental laws, rules and
regulations. Schedule 3.5 describes all environmental licenses, permits and
other authorizations held by the Company relative to compliance with
environmental laws, rules and regulations, each of which is valid and in full
force and effect.

       3.6  No Litigation.  There are no actions, suits, claims, complaints or
            -------------                                                     
proceedings pending or threatened against the Company, at law or in equity, or
before or by any governmental department, commission, court, board, bureau,
agency or instrumentality; and there are no facts which would provide a valid
basis for any such action, suit or proceeding.  There are no orders, judgments
or decrees of any governmental authority outstanding which specifically apply to
the Company or any of its assets.

       3.7  No Adverse Changes.  Since December 31, 1995, there have been no
            ------------------                                              
actual or threatened developments of a nature that is materially adverse to or
involves any materially adverse effect upon the business, financial condition,
results of operations, assets, liabilities, or prospects of the Company.

       3.8 Taxes.  Except as set forth in Schedule 3.8, the Company has filed
           -----                                                             
all federal, state, local and national tax and other returns and reports which
were required to be filed with respect to all taxes, levies, imposts, duties,
licenses and registration fees, charges or withholdings of every nature
whatsoever ("Taxes"), and there exists a substantial basis in law and fact for
all positions taken in such reports.  All Taxes in respect of the operations of
the Company have been paid.  No waivers of periods of limitation are in effect
with respect to any taxes arising from and attributable to the ownership of
properties or operations of the business of the Company.

       3.9  Properties.  The Company has good and marketable title to all its
            ----------                                                       
personal property, equipment, processes, patents, copyrights, trademarks,
franchises, licenses and other properties and assets, including all patents,
licenses and other intellectual property used in the business of the Company and
all property reflected in the Company's financial statements provided to the
Buyer (except for assets reflected therein which have been sold in the normal
course of its business where the proceeds from such sale or other disposition
have been properly accounted for in the financial statements of the Company), in
each case free and clear of all liens, claims and encumbrances of every kind and
character, except as set forth in Schedule 3.9.  The Company owns no real
property.  The assets and properties owned, operated or leased by the Company
and used in its business are in good operating condition, reasonable wear and
tear excepted, and suitable for the uses for which intended.  Schedule 3.9 also
contains a list of all leases of real and personal property used by the

                                     - 2 -

 
Company.  All such leases are valid and binding in accordance with their
respective terms, and there are no defaults or events of default or events which
with giving of notice or lapse of time which would constitute a default on the
part of the Company.

       3.10 Inventories.  The inventory of raw materials and supplies of the
            -----------                                                     
Company is useable in the ordinary course of its business.  Inventory of
finished goods and work-in-process of the Company is saleable in the ordinary
course of its business without discount.

       3.11 Accounts Receivable.  The amount shown as trade debtor assets in the
            -------------------                                                 
Company's financial statements provided to the Buyer and all such trade debtor
assets or accounts receivable, arising thereafter have been collected or
represent good and collectible receivables within 120 days after the invoice
date.

       3.12   Changes.  From December 31, 1995 to the Closing Date:
              -------                                              

            (a) The Company has operated and will operate its business in the
       usual, regular and ordinary course and not otherwise and has performed
       and will perform the usual and normal maintenance of and upon its
       property so as to keep it in good order, repair and condition.

            (b) The Company has kept and will keep in full force and effect all
       of the fire, casualty, liability, product liability and other insurance,
       and all bonds on personnel, which it was carrying on December 31, 1995.

            (c) The Company has not sold, disposed of, mortgaged or encumbered,
       nor will it sell, dispose of, mortgage or encumber any of its property or
       assets or interests therein other than products sold in the usual,
       regular and ordinary course of business from its inventory.  The Company
       has not acquired nor will it acquire, any property or assets other than
       inventory and products used in the usual, regular and ordinary course of
       business.

            (d) The Company has not entered into any employment contract,
       collective bargaining agreement, consultation agreement or employees'
       pension, retirement, insurance, profit sharing or stock plan or other
       contract or agreement, nor will it enter into any such contracts or
       agreements or into negotiations with respect to any such contracts or
       agreements without the prior written consent of the Buyer.

            (e) Seller will use its best efforts to cause the Company to
       preserve its present organizations intact and to keep available the
       services of its present employees and agents.

            (f) The Company has not incurred nor will it incur any indebtedness
       for borrowed moneys.  The Company has not become nor will it become a
       guarantor or surety or otherwise become responsible in any manner with
       respect to any undertaking of another person or entity.

            (g) The Company has not authorized, declared, paid or made nor will
       it authorize, declare, pay or make any dividends on capital stock or any
       distribution, liquidating or otherwise, on or with respect to its capital
       stock (whether in property or money).  The Company has not authorized or
       made nor will it authorize or make any direct or indirect redemption,
       purchase, or acquisition of any of its capital stock or any split-up,
       combination, or other reclassification of any of such stock.

            (h) The Company has not authorized nor will it authorize the
       issuance of any capital stock or other securities.

                                     - 3 -

 
            (i) The Company has not authorized or entered into, nor will it
       authorize or enter into any merger, consolidation, reorganization,
       dissolution or other action or transaction which would change its
       corporate or capital structure.

            (j) The Company has maintained and will maintain all books, accounts
       and records in the usual, regular and ordinary manner on a basis
       consistent with prior periods.

            (k) There has not occurred and there shall not occur any increase
       (or discussion of any increase) in the compensation payable or to become
       payable by the Company to any of its officers and employees, and no bonus
       has been discussed or paid or will be paid to, any of its officers or
       employees.

            (l) There has not occurred and shall not occur any transaction or
       event which adversely affects the financial condition, results of
       operations, assets, liabilities, or prospects of the Company in any
       material adverse respect.

            (m) There has not occurred and shall not occur any amendment or
       changes in the by-laws or certificate of incorporation or organization of
       the Company.

PROVIDED, however, that the Buyer may in writing waive or approve noncompliance
by the Seller with any provision of this Section 3.12 or any action by the
Company which would result in a breach of this Section 3.12, and such
noncompliance or action, so waived or approved, shall not be deemed a breach
hereof.

       3.13 Right of Inspection.  The Seller hereby covenants and agrees with
            -------------------                                              
the Buyer that during the period between the date hereof and the Closing Date,
the Buyer and its employees, agents, consultants, attorneys and auditors, shall
be permitted full access during normal business hours to all of the properties,
books, contracts, charter documents, documents of title, accounts and other
financial data and all related business records of the Company and that the
Buyer shall be furnished during such period with all information concerning the
affairs of the Company as the Buyer may reasonably request.  It is expressly
understood and agreed that in the event the transactions contemplated by this
Contract shall not close as herein set forth, all information acquired pursuant
to this Contract or otherwise shall remain confidential to the parties and shall
not be disclosed to any third parties.

                                   ARTICLE IV
             Representations, Warranties and Covenants of the Buyer
             ------------------------------------------------------

       The Buyer represents, warrants and covenants as follows:

       4.1  Authority.  The execution and delivery of this Contract and the
            ---------                                                      
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of Buyer.

       4.2  Investment Intent.  Buyer is acquiring the Shares for investment for
            -----------------                                                   
its own account, and not with a view to the sale or distribution thereof, and
Buyer has no present intention of selling, assigning, transferring or otherwise
distributing the same.  Buyer understands that the transaction in which it is
purchasing the Shares has not been registered under the Securities Act of 1933,
as amended or applicable state securities laws.

                                     - 4 -

 
                                    ARTICLE V
              Trade Secrets; Nonsolicitation; and Non-Competition
              ---------------------------------------------------

       The Seller hereby agrees that for a period of five years after the later
of (i) the Closing Date or (ii) the termination of his employment with the
Company or any other subsidiaries or affiliates of the Buyer, the Seller will
not, directly or indirectly, through a family member, a business controlled by
himself or a family member, as an employee, associate, partner, manager, agent
or otherwise:

            (a) divulge in any manner to persons outside the Buyer's
       organization any of the trade secrets of the Company and the Buyer,
       including all patents, patent applications, designs, blueprints, business
       methods and procedures, names of customers and suppliers, pricing
       information, training and operating manuals and any other items
       considered as trade secrets under applicable law;

            (b) compete, directly or indirectly, with the Buyer or the Company
       in any business activities in which either the Company or the Buyer was
       engaged on the date of this Contract;

            (c) influence or attempt to influence any employee of the Buyer or
       of the Company on the date of this Contract to terminate his or her
       employment or to work for any competitor of the Company or the Buyer;

            (d) engage directly or indirectly in sales of products or services
       similar to or competitive with those of the Company or the Buyer on the
       date of this contract;

            (e) solicit customers for, or otherwise aid or assist, anyone
       engaged in a business or businesses which market products or services
       similar to or competitive with the Company or the Buyer on the date of
       this Contract;

            (f) have or acquire an interest in any business operation which
       markets products or services similar to or competitive with those of the
       Company or the Buyer on the date of this Contract; provided, however,
       that this obligation shall not prevent the Seller from holding the 60%
       share in Witte GmbH, Katzhutte (Thuringen), he is actually holding at the
       signing of this Contract, and provided, further that this obligation
       shall not prevent the Seller from acquiring and/or holding passive
       investments in publicly traded companies (not to exceed 5% of the capital
       stock of any such company); or

            (g) solicit any customer or active dealers or sales representatives
       of the Company or the Buyer, except on behalf of the Buyer.

The scope of the foregoing prohibited actions includes all of North America,
Europe, Malaysia and any other relevant markets of the Company or the Buyer on
the date of this Contract.  The Seller hereby acknowledges that any of the
actions prohibited above would cause irreparable harm to the Company and to the
Buyer, and the Seller hereby consents to the entry of a restraining order or
injunction prohibiting any such solicitation or interference.  For purposes of
this Article V, the Company shall mean the Company and any successor corporation
into which it may be merged or consolidated, and the Buyer shall mean the Buyer
and each of its subsidiaries or affiliates and any successor corporation into
which any of them may be merged or consolidated.  The covenants contained in
this Article V shall survive the Closing Date.

                                     - 5 -

 
                                    ARTICLE VI
                     Conditions to Obligations of the Buyer
                     --------------------------------------

       The obligations of the Buyer to complete the transaction contemplated by
this Contract and to acquire the Shares are subject, at the Buyer's option, to
satisfaction of the following conditions on or before the Closing Date:

       6.1  The representations, warranties and covenants of the Seller
contained herein shall be true, complete and correct on and as of the Closing
Date as though such representations, warranties and covenants were made on and
as of the Closing Date, and the Seller shall not be in default under any of the
provisions of this Contract on or prior to the Closing Date.

       6.2  The Seller shall have transferred and delivered to the Buyer stock
certificates for the Shares, with stock powers attached, duly endorsed in blank,
all properly executed in proper form.

       6.3  The Buyer shall have received the written resignation of all members
of the boards of directors of the Company as Buyer shall request, except for Ong
Swee Guan, and of such officers of each of the Company as Buyer shall request.

       6.4  The Buyer shall have received possession or control of all corporate
and other records of the Company including but not limited to minute books,
stock transfer books and registers, books of account, leases and material
contracts.

       6.5  Seller shall have entered into an employment agreement with Buyer or
its subsidiaries or affiliates for a term of 36 months, on terms acceptable to
the Buyer and the Seller, and a separate agreement on the same terms as the
Seller's agreement in Article V hereof.

       6.6  All obligations and indebtedness of the Company to the Seller, to
any other shareholder or prior shareholder of the Company, or to any affiliate
of the Company (except of W. Albrecht GmbH & Co KG, Alba Speziallampen GmbH,
Alba Light Design GmbH, A&S Electric Production, W. Albrecht
Grundstuckgesellschaft GbR, Arnold GmbH, BSC Arnold GmbH & Co KG, Alba
Technology (M) Sdn, Bhd) (except for salaries and the items described on
Schedule 3.3) shall have been converted to capital of the Company.

       6.7  The transactions described in the Agreement on the Sale and Transfer
of Shares and Interests in the ALBA/Albrecht Group, among Seller, Willy Paul
Albrecht, Petra Albrecht-Arnold, Buyer and Alba Speziallampen Holding GmbH shall
have been completed simultaneously with the closing of the transactions
described in this Agreement.

       6.8  The foregoing provisions of this Article VI shall be for the
exclusive benefit of the Buyer but such provisions, or any of them, may be
waived in whole or in part by the Buyer and if any condition contained in this
Article VI is not fulfilled, the Buyer shall have the right to cancel this
Contract in addition to any other rights or remedies it may have hereunder, or
otherwise.

                                  ARTICLE VII
                    Conditions to Obligations of the Seller
                    ---------------------------------------

       The obligations of the Seller to complete the transactions contemplated
by this Contract and to sell the Shares are subject, at the Seller's option, to
satisfaction of the following conditions on or before the Closing Date:

                                     - 6 -

 
       7.1  The representations, warranties and covenants of the Buyer set forth
herein shall be true, complete and correct on and as of the Closing Date as
though such representations, warranties and covenants were made on and as of the
Closing Date, and the Buyer shall not be in default under any of the provisions
of this Contract on or prior to the Closing Date.

       7.2  The Buyer shall have made payment of DM 50,000 to the Seller by wire
transfer.

       7.3  The transactions described in the Agreement on the Sale and Transfer
of Shares and Interests in the ALBA/Albrecht Group, among Seller, Willy Paul
Albrecht, Petra Albrecht-Arnold, Buyer and Alba Speziallampen Holding GmbH shall
have been completed simultaneously with the closing of the transactions
described in this Agreement.

       7.4  The foregoing provisions of this Article VII shall be for the
benefit of the Seller and such provisions, or any of them, may be waived in
whole or in part by the Seller and if any condition contained in this Article
VII is not fulfilled the Seller shall have the right to cancel this Contract in
addition to any other rights or remedies he may have hereunder, or otherwise.

                                  ARTICLE VIII
                                    Closing
                                    -------

       The closing of the transactions contemplated by this Contract shall take
place on the Closing Date at such location as the Seller and the Buyer may
mutually agree.  The "Closing Date", as used in this Contract, shall mean ten
o'clock A.M. (applicable time then in effect at the location of the closing) on
May 29, 1996, provided that the Seller and the Buyer may by mutual written
agreement set an earlier or later time for the Closing Date.

                                   ARTICLE IX
                        Termination or Failure to Close
                        -------------------------------

       9.1  Voluntary Termination.  This Contract may be terminated and purchase
            ---------------------                                               
of the Shares abandoned before Closing by the mutual consent of the Seller and
the Buyer.

       9.2  Failure of Buyer to Close.  Should the conditions set forth in
            -------------------------                                     
Article VII hereof fail to be met on or before the Closing Date, at the option
of the Seller, the Contract shall be deemed terminated and abandoned.  Such
termination shall not prohibit any claims by the Seller against the Buyer for
damages.

       9.3  Failure of Seller to Close.  Should the conditions set forth in
            --------------------------                                     
Article VI hereof fail to be met on or before the Closing Date, at the option of
the Buyer, the Contract shall be deemed terminated and abandoned.  Such
termination shall not prohibit any claims by the Buyer against the Seller for
damages.

                                   ARTICLE X
           Survival and Limitations of Representations and Warranties
           ----------------------------------------------------------

       10.1 Survival of Warranties by the Seller.  The representations and
            ------------------------------------                          
warranties made by the Seller and contained in this Contract will survive the
closing of the purchase of the Shares provided for herein and, notwithstanding
such closing or any investigation made by or on behalf of the Buyer or any other
person or any knowledge of the Buyer or any other person, shall continue in full
force and effect for the benefit of the Buyer, subject to the following
provisions of this section.

                                     - 7 -

 
            (a) Except as provided in (b) and (c) of this section, no warranty
       claim may be made or brought by the Buyer after the date which is the
       earlier of (i) six months after the Buyer received actual knowledge of
       the breach of the representation or warranty, and (ii) June 30, 1997.

            (b) Any warranty claim which is based upon or relates to the tax
       liability of the Company for a particular taxation year may be made or
       brought by the Buyer at any time prior to ninety days after the
       expiration of the period (if any) during which an assessment,
       reassessment or other form of recognized document assessing liability for
       tax, interest or penalties in respect of such taxation year under
       applicable tax legislation could be issued.

            (c) Any warranty claim which is based upon or relates to the title
       to the Shares or which is based upon intentional misrepresentation or
       fraud by the Seller may be made or brought by the Buyer at any time prior
       to June 30, 2001.

After the expiration of the period of time referred to in (a) of this section,
the Seller will be released from all obligations and liabilities in respect of
the representations and warranties made by the Seller and contained in this
Contract or in any document or certificate given in order to carry out the
transactions contemplated hereby, except with respect to any warranty claims
made by the Buyer in writing (setting forth in reasonable detail the facts and
circumstances of the cause of the claim) prior to the expiration of such period
and subject to the rights of the Buyer to make any claim permitted by (b) and/or
(c) of this section.  For purposes of this Section 10.1 "Buyer" shall refer to
the Buyer, its successors and assigns, and any affiliates or other entities
controlled directly or indirectly by the Buyer.

       10.2 Survival of Warranties by Buyer.  The representations and warranties
            -------------------------------                                     
made by the Buyer and contained in this Contract will survive the closing of the
purchase and sale of the Shares provided for herein and, notwithstanding such
closing or any investigation made by or on behalf of the Seller or any other
person or any knowledge of the Seller or any other person, shall continue in
full force and effect for the benefit of the Seller; provided that no warranty
claim may be made or brought by the Seller after the date which is the earlier
of (i) six months after the Buyer received actual knowledge of the breach of the
representation or warranty, and (ii) June 30, 1997.

       10.3 Limitations on Warranty Claims.  The Buyer shall not be entitled to
            ------------------------------                                     
make a warranty claim if the Buyer has received written notice prior to the
Closing Date of the inaccuracy, non-performance, non-fulfillment or breach which
is the basis for such warranty claim and the Buyer completes the transactions
hereunder notwithstanding such inaccuracy, non-performance, non-fulfillment or
breach.

                                   ARTICLE XI
                                   Indemnity
                                   ---------

       11.1 Indemnity by the Seller.
            ----------------------- 

            (a) The Seller hereby agrees to indemnify and save the Buyer
       harmless from and against any claims, demands, actions, causes of action,
       damage, loss, deficiency, cost, liability and expense which may be made
       or brought against the Buyer or which the Buyer may suffer or incur as a
       result of, in respect of or arising out of:

                   (i)  any non-performance or non-fulfillment of any covenant
            or agreement on the part of the Seller contained in this Contract or
            in any document given in order to carry out the transactions
            contemplated hereby;

                                     - 8 -

 
                  (ii)  any misrepresentation, inaccuracy, incorrectness or
            breach of any representation or warranty made by the Seller
            contained in this Contract; and

                  (iii)  all costs and expenses including, without limitation,
            legal fees incidental to or in respect of the foregoing.

            (b) The obligations of indemnification by the Seller pursuant to
       this section will be:

                   (i)  subject to the limitations referred to in Section 10.1
            hereof with respect to the survival of the representations and
            warranties by the Seller;

                  (ii)  subject to the limitations referred to in Section 10.3
            hereof; and

                  (iii)  limited, in any case whatsoever (including any punitive
            damages and similar rights or remedies of the Buyer), to the amount
            of DM 50,000.

For purposes of this Section 11.1 "Buyer" shall refer to the Buyer, its
successors and assigns, and any affiliates or other entities controlled directly
or indirectly by the Buyer.

       11.2 Indemnity by the Buyer.
            ---------------------- 

            (a) The Buyer hereby agrees to indemnify and save the Seller
       harmless from and against any claims, demands, actions, causes of action,
       damage, loss, deficiency, cost, liability and expense which may be made
       or brought against the Seller or which the Seller may suffer or incur as
       a result of, in respect of or arising out of:

                   (i)  any non-performance or non-fulfillment of any covenant
            or agreement on the part of the Buyer contained in this Contract or
            in any document given in order to carry out the transactions
            contemplated hereby;

                  (ii)  any misrepresentation, inaccuracy, incorrectness or
            breach of any representation or warranty made by the Buyer contained
            in this Contract; and

                  (iii)  all costs and expenses including, without limitation,
            legal fees incidental to or in respect of the foregoing.

            (b) The obligations of indemnification by the Buyer pursuant to this
       section will be subject to the limitations referred to in Section 10.2
       hereof with respect to the survival of the representations and warranties
       by the Buyer.

       11.3 Rights of Indemnitors.  Anything in this Contract to the contrary
            ---------------------                                            
notwithstanding, in no case shall any indemnitor under this Contract be liable
under this Contract with respect to any action, claim or proceeding by a third
party against any indemnitee ("Indemnified Party") under this Contract, unless
the Indemnified Party shall notify the indemnifying party ("Indemnifying Party")
of the assertion or commencement of such action, claim or proceeding within a
reasonable period of time or, if citation or service of process has been made,
within twenty (20) days thereafter.  The Indemnifying Party may, at its option
and at its sole expense, participate in the defense of and contest any such
action, claim or proceeding, provided that the Indemnified Party shall at all
times also have the right to participate fully therein.  If the Indemnifying
Party, within a reasonable time after receiving such notice, fails to
participate, the Indemnified Party shall have the right, but shall not be
obligated, to undertake the defense of the action, claim or proceeding for the
account of and

                                     - 9 -

 
at the risk of the Indemnifying Party; provided, however, that in the event that
the Indemnified Party shall determine to compromise or settle (exercising its
judgment in good faith) any such action, claim or proceeding, the Indemnified
Party shall be required to give the Indemnifying Party fifteen (15) days notice
of such determination.  If the Indemnifying Party shall not undertake the
defense of such action, claim or proceeding prior to the expiration of such
fifteen day period, the Indemnified Party shall then be entitled to compromise
or settle the action, claim or proceeding for the account of and at the risk of
the Indemnifying party.  The parties agree that any Indemnified Party may join
any Indemnifying Party in any action, claim or proceeding brought by a third
party, as to which any right of indemnity created by this Agreement would or
might apply, for the purpose of enforcing any right of the indemnity granted to
such Indemnified Party pursuant to this Contract.

       11.4 Additional Rights.  Any right of indemnity of any party pursuant to
            -----------------                                                  
this Article XI of this Contract shall be in addition to and shall not operate
as a limitation on any other right to indemnity of such party pursuant to this
Contract, any document or instrument executed in connection with the
consummation of the transaction contemplated hereby, or otherwise.

                                  ARTICLE XII
                                    Notices
                                    -------

       All notices, requests, demands and other communications hereunder shall
be in writing and will be deemed to have been duly given when delivered or faxed
(with a contemporaneous mailing, first class postage prepaid):

       (1)  If to the Seller, to:

                  Werner A. Arnold
                  Wildensorgerstr. 8
                  96049 Bamberg, Germany
                  Telephone: (0951) 9338-166
                  FAX: (001) 951-500323

            with a copy to:

                  Dr. Thomas O.J. Burkert
                  Hennerkes, Jeschke, Kirchdorfer & Partner
                  Jahnstrasse 43
                  70597 Stuttgart, Germany
                  Telephone: (0711) 725790
                  FAX: (0711) 7257920

       (2)  If to Buyer, to:

                  Chicago Miniature Lamp, Inc.
                  P.O. Box 101
                  500 Chapman Street
                  Canton, Massachusetts  02021, USA
                  Attention:  Frank M. Ward
                  Telephone: (617) 828-2948
                  FAX: (617) 828-2012

                                     - 10 -

 
            with copy to:

                  Gary H. Baker
                  Baker & Hoster
                  800 Kennedy Building
                  Tulsa, Oklahoma  74103, USA
                  Telephone: (918) 592-5555
                  FAX: (918) 587-6152

       These addresses may be changed from time to time by written notice to the
other parties.

                                  ARTICLE XIII
                                 Miscellaneous
                                 -------------

       13.1 Further Assurances.  Each party hereto shall with reasonable
            ------------------                                          
diligence do all things and provide such reasonable assurances as may be
required to consummate the transactions contemplated herein and each party
hereto shall provide such further documents or instruments requested by any
other party as may be reasonably necessary or desirable to effect the purposes
of this Contract and carry out its provisions, whether before or after the
Closing Date.

       13.2 Costs and Expenses.  Each party shall bear all of its costs and
            ------------------                                             
expenses incurred in connection with this Contract and the transactions
contemplated hereby.

       13.3 Brokerage.  Each of the parties represents and warrants to the other
            ---------                                                           
that it has not in any way incurred any liability for any finder's fee or other
remuneration to any broker, finder or agent, or made any arrangement whereby it
or any other party hereto might become liable for any such fee or remuneration
and if any such fee or other remuneration becomes payable as a result of any
arrangements made by it, the party concerned agrees to indemnify the other
parties hereto in respect of such liability.

       13.4 Governing Law.  This Contract shall be construed and governed in
            -------------                                                   
accordance with the laws of the State of Illinois.

       13.5 JURISDICTION; PROCESS; CHOICE OF FORUM.  EACH PARTY HEREBY CONSENTS
            --------------------------------------                             
TO THE JURISDICTION OF ANY OF THE LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN
LAKE COUNTY, ILLINOIS AND WAIVES ANY OBJECTION WHICH THE PARTY MAY HAVE BASED ON
IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY
                  ----- --- ----------                                        
SUCH COURT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON THE
UNDERSIGNED, AND COVENANTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MAIL OR
MESSENGER DIRECTED TO THE RESPECTIVE PARTIES AT THE ADDRESSES SET FORTH IN
ARTICLE XII ABOVE AND THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON
THE EARLIER OF ACTUAL RECEIPT OR FIVE (5) BUSINESS DAYS AFTER MAILED OR
DELIVERED BY MESSENGER.

       13.6 Headings.  The titles and headings of the Articles and Sections of
            --------                                                          
the Contract are inserted herein for convenience of reference only and shall not
affect the interpretation or construction of this Contract.

       13.7 Entire Agreement; Amendments; Waivers.  This Contract, together with
            -------------------------------------                               
any schedules and exhibits attached hereto, constitute the entire agreement
between the parties with respect to the subject matters hereof and supersede all
prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written.  No supplement, modification or waiver of
this Contract shall be binding unless executed in

                                     - 11 -

 
writing by the parties.  No waiver of any of the provisions of this Contract
shall be deemed or shall constitute a waiver of any other provision hereof, nor
shall such waiver constitute a continuing waiver unless otherwise expressly
provided.

       13.8 Inurement.  This Contract shall inure to the benefit of and be
            ---------                                                     
binding upon the parties hereto and their respective heirs, personal
representatives, successors and assigns.

       13.9 Modification and Severability.  If a court of competent jurisdiction
            -----------------------------                                       
declares that any provision of this Contract is illegal, invalid or
unenforceable, then such provision shall be modified automatically to the extent
necessary to make such provision fully enforceable.  If such court does not
modify any such provision as contemplated herein, but instead declares it to be
wholly illegal, invalid or unenforceable, then such provision shall be severed
from this Contract and such declaration shall in no way affect the legality,
validity and enforceability of the other provisions of this Contract to which
such declaration does not relate.  In that event, this Contract shall be
construed as if it did not contain the particular provision held to be illegal,
invalid or unenforceable, the rights and obligations of the parties hereto shall
be construed and enforced accordingly, and this Contract shall remain in full
force and effect.

       13.10 Counterparts.  This Contract may be executed in multiple
             ------------                                            
counterparts by the various parties hereto, each of which shall constitute an
original counterpart, and all of which when taken together shall constitute but
one and the same Contract.

       IN WITNESS WHEREOF, the parties have executed this Contract on the day
and year first above written.


BUYER:                              CHICAGO MINIATURE LAMP, INC.


                                     By  /s/ Frank M. Ward
                                         --------------------------------------
                                                                      President

SELLER:
                                         /s/ Werner A. Arnold
                                         --------------------------------------
                                         WERNER A. ARNOLD

                                     - 12 -

 
                                  SCHEDULE 3.3
                                  ------------
                     EMPLOYMENT, PENSION AND LABOR MATTERS
                     -------------------------------------

                                      NONE


                                  SCHEDULE 3.4
                                  ------------
                               MATERIAL CONTRACTS
                               ------------------

Agency Agreement, dated February 9, 1995 between W. Albrecht GmbH and Co KG and
Alba Technology (M) Sdn Bhd.


                                  SCHEDULE 3.5
                                  ------------
                       ENVIRONMENTAL LICENSES AND PERMITS
                       ----------------------------------

                                      NONE


                                  SCHEDULE 3.8
                                  ------------
                                  UNPAID TAXES
                                  ------------

                                      NONE


                                  SCHEDULE 3.9
                                  ------------
                            ENCUMBRANCES AND LEASES
                            -----------------------

                                      NONE