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                                                                   EXHIBIT 10.38

                              SETTLEMENT AGREEMENT


In the light of a potential sale (the "CML sale") of the entire issued share
capital of Sylvania Lighting International B.V. to Chicago Miniature Lamp Inc.
("CML"), or a wholly owned subsidiary of CML, the parties, being

          Sylvania Lighting International B.V.    ("SLI")

          and

          Osram GmbH                              ("Osram")

          have agreed that:

1.   If the CML sale does not compete until December 31, 1997, this entire
     settlement agreement will be null and void.  (For the avoidance of doubt,
     if the CML sale does not complete until December 31, 1997, the waiver in
     paragraph 2 will cease to have effect in relation to any actions taken
     after December 31, 1997 to enable the signing and completion of the CML
     sale, but the waiver will be effective in relation to any action taken on 
     or before December 31, 1997 to enable the signing and completion of the
     CML sale; paragraph 7 will become effective on the signing of the letter -
     however if the CML sale does not complete until December 31, 1997, Osram 
     will not have any obligation under paragraph 7 in respect of the period 
     after December 31, 1997).

2.   Osram hereby waives its right of first refusal as defined in clause 10.3 of
     the Master Agreement dated 29 January, 1993 between (1) Siemens AG (2)
     Osram GmbH (3) Citicorp Capital Investors Europe Limited (4) SLI (as
     amended) in relation to the CML sale and only for the purpose to enable
     the signing and completion of the CML sale.

3.   In the event that the CML sale completes, it is agreed that CML will be
     deemed to be 'Lamp Competitor' for the purposes of the various agreements
     between the Siemens Group and the Osram Group on the one hand and the 
     Sylvania Group on the other hand, notably the Research and Development and
     Engineering Support Agreement of 29 January, 1993 (as amended) and the
     Apparatus Supply Agreement dated 23 December 1994 and the License Agreement
     between Osram (1) and SLI (2) dated 29 January 1993 (as amended).  Subject
     to and with effect from completion of the CML sale, all such agreements
     will take effect in accordance with their terms as if on such completion,
     the entire share capital of SLI had been acquired by a Lamp Competitor.

     The parties agree that upon completion of the CML sale, without any further
     notice requirement the Apparatus Supply Agreement, the Research and 
     Development and Engineering Support Agreement and the Licence Agreement
     shall automatically terminate; however all existing licences to use 
     previously licensed Intellectual Property will continue to be in force
     according to the provisions of the respective agreements and the provisions
     of clause 12.1 of the Research and Development and Engineering Support
     Agreement (Consequences of Termination) will take effect.

4.1  At any time until:

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         (i)    December 30, 1999 in respect of the Supply Agreement for
                Finished Lamps dated January 29, 1997; and

         (ii)   January 28, 1998 in respect of the supply for Lamp Materials
                acc. to Article II of the Framework Agreement for Supply 
                Contracts dated January 9, 1993.

         OSRAM (or respectively OSRAM Sylvania Products Inc) shall have the
         option by notice in writing to SLI to elect to extend the Supply
         Agreements under (i) and (ii) above until December 31, 2003 and
         receive the status of preferred supplier in each case as described
         below.

   4.2   In the event that OSRAM (or OSRAM Sylvania Products Inc) exercises this
         option, the following provisions will take effect:

   (a)   in par 9 a of the Supply Agreement for Finished Lamps the phrase
         "through December 31, 1999" shall be deleted and the phrase "through
         December 31, 2003" shall be inserted after the phrase "February 1,
         1997"

   (b)   in the Frame Work Agreement for the Supply Contracts (i) in Section 2.1
         the phrase "for a period of 5 years" shall be deleted and the phrase 
         "for a period until December 21, 2003" shall be inserted before the
         phrase "following Closing for all other Lamp Materials" and (ii) in
         Section 2.3 (b) the phrase "for a period of five years" shall be
         deleted and the phrase "for a period until December 31, 2003" shall be
         inserted before the phrase "from Closing".

   4.3   All existing finished goods and material supply contracts other than 
         the ones mentioned under 4.2 will remain in place on its existing 
         terms.

   4.4   In the event that Osram exercises its options under paragraph 4.1, it
         will become under the Supply Agreements a preferential supplier under
         the following provisions; (all existing SLI contracts with other
         suppliers will be allowed to continue to expiry):

   (a)   In all cases, when a member of the SLI Group intends to place with
         third parties a material order for Products, which SLI is not obliged
         to place according to the provisions of the Supply Agreement with the
         OSRAM Group, SLI shall give what it believes to be the relevant member
         of the OSRAM Group written notice of all reasonable details (including
         without limitation, Product type and specifications, price, quality,
         delivery terms and quality) of the terms upon which such third party
         has offered the delivery of such Products to SLI Group.

   (b)   If the relevant member of the OSRAM Group agrees in writing within 14
         working days after receipt of SLI's information under the above to 
         supply such Products on terms which are at least equal to the terms
         offered by third parties (including, without limitation, price, 
         quantity, availability, delivery terms, specifications and quality), 
         SLI shall procure that the relevant order is placed with Osram and
         Osram will accept the relevant order.

   (c)   If Osram does not so agree within the time period described in
         paragraph (b) or if Osram states that it does not wish to supply a 
         material order, then the SLI Group will be free to place the relevant
         order with a person other than Osram.

         For the purposes of this paragraph 4.4 "Products" means all products 
         covered by the Definitions of "Products" and "Lamp materials" in the 
         respective Supply Agreements.


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(d)   For the purposes of this paragraph 4.4, a material order is an order
      whose value will exceed for each Product together with previous orders an
      aggregate amount of US$25,000 per calendar year.

(e)   If not otherwise agreed in case of an extension of the Supply Agreements,
      the provisions of this paragraph 4.4 will cease to have effect on 31
      December 2003.

4.5   In this paragraph 4:-

(a)   the "Framework Agreement for Supply Contracts" means Article II (Supply
      of Lamp Materials) of the Framework Agreement for Supply Contracts dated
      29 January 1993 between Osram (1) SLI (2) as amended.

(b)   the "Supply Agreement for Finished Lamps" means the Supply Agreement for
      Finished Lamps between OSRAM Sylvania Products Inc. (1) SLI (2) made as of
      29 January 1997.

(c)   The "Supply Agreements" shall mean collectively the Supply Agreement for
      Finished Lamps and the Framework Agreement for Supply Contracts.

4.6   The parties will negotiate in good faith to seek to agree terms on which
      the agreements referred to in paragraph 4.2 are extended for a further
      period of five years.

4.7   Other than as described above, it is intended that the existing
      arrangements between the Osram/Siemens Group and the SLI Group remain in
      effect on its agreed terms except that:

      (i)   paragraph 9 (c) of the Supply Agreement for Finished Lamps does not
            apply in the case of the CML Sale;

      (ii)  the Supply Agreement for New Lamp Products dated 29 January 1993
            shall be deemed to be terminated.

      Both parties undertake not to use the change of ownership or change in
      status of the above agreements as a pretext to change (or fail to
      continue with) any of today's successful supply arrangements between the
      groups worldwide.

5.    The parties will negotiate in good faith to seek to agree a patent
      licence to be granted to the SLI Group by the Osram Group in respect of
      Patents developed by the Osram Group from the date of completion of the
      CML Sale for a five year period (to be extended for a further period of
      five years with the agreement of the parties).  For the avoidance of
      doubt, any such licence would exclude use in North America and in the
      automobile market and would bear a royalty to be agreed.  The parties
      will negotiate in good faith to seek to agree terms for the supply of New
      Lamp Products by the OSRAM Group to the SLI Group, based on the existing
      Supply Agreements with reasonable modifications as required by the
      specific situation of New Lamp Products.  (For these purposes "New Lamp
      Products" mean Lamp Products (as defined in the Supply Agreement for New
      Lamp Products dated 29 January 1993 between OSRAM (1) and SLI (2) which
      have not been manufactured and sold on a commercial basis by or on behalf
      of the OSRAM Group prior to Closing (as defined in that Supply
      Agreement), but which are manufactured and sold on a commercial arm's
      length basis by, or on behalf of, the OSRAM Group thereafter.


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6.   For the avoidance of doubt, any firm orders under the Apparatus Supply 
     Agreement which have been accepted will remain in place and will not be
     affected by this Agreement.  Nothing in paragraph 4.2 or 4.4 of this 
     Agreement will affect any orders placed with third parties at the time
     Osram gives notice under paragraph 4.1

7.   Osram will reasonably support SLI in preserving and defending any 
     anti-trust or other regulatory filings throughout the world in relation to
     the CML sale only provided that OSRAM shall not be obliged to make any
     statements or give any support which in its sole discretion it considers to
     be factually incorrect or to be against its own interests.

8.   The parties undertake to, and shall procure that their respective 
     subsidiaries shall hold so far as reasonably possible the existence and 
     terms of this Agreement and of any supply arrangement arising out of this 
     Agreement in confidence.  No public announcement, communication or circular
     (other than and to the extent required by law) concerning the transactions
     referred to in this Agreement, the terms and conditions of this Agreement
     or the financial affairs of any of the parties to this Agreement shall be 
     made or dispatched by any party without the prior written consents of the 
     other party (such consent not to be unreasonably withheld or delayed).  SLI
     shall be entitled to deliver a copy of this letter to CML and its advisers.

9.   This Agreement is governed by English law.


     /s/                                   /s/
     ----------------------------          ------------------------------------
            Osram GmbH                     Sylvania Lighting International B.V.


Munich August 14, 1997


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