<PAGE>   1

                                                                   EXHIBIT 10.40

THE UNDERSIGNED

1.   Europese maatschappij voor fabricage en verkoop van
     gideilampensonderdelen, Lommel, Belgium, hereinafter referred to as "Emgo"

                                                                of the one side

     and

2.   G.T.E. Sylvania, Geneve, Switzerland, acting in its own name and on its
     own behalf as well as in the name and on behalf of its subsidiaries and
     sistercompanies including Claude S.A. established in Europe, hereinafter
     referred to as "Sylvania"

                                                             of the other side


HEREWITH DECLARE TO HAVE AGREED AS FOLLOWS:
<PAGE>   2


                                      -2-

                                   ARTICLE 1

                                  DEFINITIONS

a)   Subsidiary

     Any company or other legal entity, present or future, in which Sylvania
     respectively any shareholder of Emgo owns or controls, directly or
     indirectly, at any time, more than fifty (50) per cent of the issued share
     capital or more than fifty (50) per cent of the voting power therein and
     with respect to which Sylvania respectively such shareholder of Emgo has
     the power to direct its business activities.  However, any such company
     shall be deemed to be a subsidiary only for as long as such ownership,
     power or control exists.

b)   Sistercompany of Sylvania S.A. Geneva

     Any company or other legal entity which is under the control of the same
     entity as that which controls GTE Sylvania S.A. Geneva, which means that
     such entity owns or controls, directly or indirectly, at any time more
     than fifty (50) percent of the issued share capital or more than fifty (50)
     percent of the voting power therein and with respect to which such entity
     has the power to direct its business activities.  However any such company
     shall be deemed to be a sistercompany of GTE Sylvania as long as such
     ownership, power or control exists.

c)   Bulbs

     Bulbs for all kinds of lamps and figuring in Emgo's manufacturing and
     sales program as per annex I as amended from time to time.

d)   Shareholder prices

     The prices as invoiced by Emgo to its shareholderlampmanufacturers and/or
     their subsidiaries for supplies of bulbs and fixed according to the
     general rules and procedures as per annex II, and increased by the
     annually established averaged uplift for packing and freight to
     destinations of the EEC territory as per the date of the present agreement.


                                   ARTICLE 2
                                        
                            PURCHASE/SUPPLY OF BULBS

Sylvania will purchase from Emgo and Emgo will supply to Sylvania in conformity
with the terms and conditions as set out in the present agreement, Sylvania's
requirements of bulbs for its lampmanufacturing facilities in Europe.

<PAGE>   3


                                      -3-

     The "minimum annual quantity" so to be supplied and purchased will be 120
     million bulbs.

     If, due to the level of Sylvania's sales, the requirements of bulbs for
     Sylvania's lamp manufacturing facilities in Europe would not allow the
     purchase from Emgo of this "minimum annual quantity" Sylvania will
     purchase from Emgo such quantity of bulbs as to cover its requirements.

     If Sylvania's sales of lamps would not allow the purchase of an annual
     quantity of at least 100 million bulbs, the surcharge as stipulated in
     article 8 will be revised in common agreement between the parties.


                                   ARTICLE 3
                                        
                               ORDERING PROCEDURE

     Orders for the supply of bulbs specified by type and quantity shall be
     placed by Sylvania in conformity with the procedure, norms and
     specifications set out in the Emgo catalogue, chapter 6 "Terms of
     Delivery," (annex III).


                                   ARTICLE 4
                                        
                                    PACKING

     The bulbs will be delivered by Emgo to Sylvania in packing according to
     the procedures, norms and specifications set out in the Emgo catalogue,
     points 4 "freight and insurance" and 10 "Packing of Bulbs" (paragraph 10.1
     to and including 10.8).  See annex III of the present agreement.


                                   ARTICLE 5
                                        
                            QUALITY AND PERFORMANCE

     The bulbs supplied by Emgo to Sylvania shall be of a quality and
     performance equal to the standard quality and performance of bulbs
     supplied by Emgo to its shareholder lampmanufacturers and their
     subsidiaries in conformity with the norms and specifications set out in
     the Emgo catalogue under chapter 8 "Quality" (annex III).  Shipments
     showing evident manufacturing defects will be replaced free of charge, by
     Emgo after they have been returned by mutual agreement.  Emgo will not
     accept any other responsibility as described above.
<PAGE>   4


                                      -4-

                                   ARTICLE 6
                                        
                                    DELIVERY

     Emgo shall effect and Sylvania shall take delivery of all bulbs ordered by
     Sylvania under this agreement at the agreed times, freight paid to
     destination within EEC territory, insurance and handling costs from the
     moment of delivery being for the account of Sylvania.


                                   ARTICLE 7
                                        
                                 FORCE MAJEURE

a)   If Emgo is unable, due to force majeure (including without limitation the
     direct or indirect results of: acts of God; fire; natural phenomena;
     governmental regulations; acts, restrictions or omissions to act of any
     governmental authority, domestic or foreign; strikes; labor disputes;
     breakdown of or accidents to machinery; shortage of materials in the
     market; civil commotion; delays in transportation and any other cause
     beyond their reasonable control), to fulfil all their orders on the
     scheduled delivery dates thereof (including orders placed by Emgo's
     shareholder) any such cause shall be sufficient excuse for any failure or
     delay in delivery.  The rules set out in the Emgo catalogue under chapter
     7 "Other terms" will be applicable (annex III).

b)   If Sylvania is unable, due to force majeure as defined in a) above to take
     delivery of any or all bulbs ordered on the scheduled delivery dates
     thereof, any such cause shall be sufficient excuse for any failure or
     delay to take delivery.


                                   ARTICLE 8
                                        
                                  PRICE/AUDIT

     Emgo will supply the bulbs to Sylvania and Sylvania will purchase the
     bulbs from Emgo at a price that is equivalent to the shareholder price
     increased with a surcharge of 3 1/2%.

     This price is based upon the purchase by Sylvania of the "minimum annual
     quantity" of bulbs as mentioned in article 2 hereabove.

     Sylvania is authorized after request and at its own expense to appoint an
     external auditor acceptable to Emgo in order to control the correct
     application by Emgo of the above described surcharge.
<PAGE>   5
     
                                      -5-

                                   ARTICLE 9
                                        
                                    PAYMENT

     Sylvania shall pay each invoice from Emgo for supply of bulbs within 30
     days after date of invoice to the Bankers specified in the Emgo catalogue
     under point 5 "Terms of Payment" (annex III).


                                   ARTICLE 10
                                        
                      TERMINATION OF PREVIOUS ARRANGEMENTS

     All arrangements between Sylvania and Emgo - and in particular the
     agreements between the G.T.E.I. subsidiary Claude S.A. and Emgo dated
     14.10.1966 and 24.4.1968 - shall be terminated on the day of entering into
     force of the present agreement.

     In consequence Emgo will repay to Claude S.A. within 30 days from the day
     of entering into force of the present agreement an amount of B.frs. 15
     million, - being the amount of the loan by Claude S.A. to Emgo - according
     to the agreement of 24.4.1968.

     Nothing in the foregoing shall prejudice the right of Claude S.A. to
     interest in accordance with previous arrangements and agreements, on the
     said loan prorated in respect of the total number of days in 1982 and, if
     applicable in 1983, preceding repayment of the loan.


                                   ARTICLE 11
                                        
                         ENTRANCE INTO FORCE, DURATION

     The present agreement enters into force on the day of its signature by the
     second party to sign this agreement, and is concluded for a fixed of 5
     years.  After expiration of this period it will be tacitly renewed each
<PAGE>   6

                                      -6-


time for a new period of two years unless the present agreement is terminated
by either party by registered letter per the end of the original or any extended
period taking into account a 12 months' prior notice. However, in deviation of
the aforegoing paragraph, whenever during the continuance of this agreement,
Emgo will have to substantially invest to increase the capacity of its
bulbmaking machinery, Emgo will inform Sylvania accordingly by registered letter
and Sylvania will thereby be requested by Emgo to extend the present agreement
from that moment onwards with a further fixed period of 5 years. If Sylvania
would not be prepared to accept such extension of the agreement, Emgo may
forthwith terminate the present agreement with 18 months' prior notice in the
event that at the relevant time this agreement has a minimum of 18 months to
run. In the event that at the relevant time this agreement has less than 18
months to run, Sylvania shall have the right to require that this agreement runs
until the expiry of the fixed period specified in the first two sentences of
this article.


                                   ARTICLE 12
                                        
                                  Arbitration
                                        
All disputes arising between the parties in connection with this agreement shall
be settled in accordance with Swiss law by an arbitration court of three
members. The seat of the arbitration shall be Geneva. Each party shall appoint
one arbitrator and said arbitrators shall appoint the third one who shall act as
President. If any of the parties fails to appoint his arbitrator within 15 days
of the beginning of the proceedings, or if both arbitrators fail to appoint the
third one within 15 days of the last appointment, the necessary appointments
shall be effected by the Court of First Instance of the Canton of Geneva. The
Geneva rules of Civil procedure shall apply to the arbitration proceedings. The
award shall be final and binding upon the parties.


GENEVA                                                      LOMMEL

G.T.E. Sylvania                                             E.M.G.O.

/s/                                                         /s/ 


Date: 6-12-82                                               Date: 6-12-82




                           Lommel, 6th December 1982.
<PAGE>   7
                                                   BALEMDUK
                                                   B-3900 LOMMELL - BELGIE
                                   N.V. EMGO       TELECOM: 
                                                   TELE:
                                                   TELEGRAMADRES: EMGO LOMMELL
-------------------------------------------------------------------------------
                             EXPORT SELLING PRICES                     Page 5.1.
-------------------------------------------------------------------------------
                                                        VALID FROM: 06.12.1982
-------------------------------------------------------------------------------
   The following prices are valid for your factory:

       NAME              :  Gte Sylvania - Claude 

       PLACE             :  Tiehen, Lyon, Reims

       COUNTRY           :  Belgium, France

   Basis of delivery     :  Free destination.




   (All prices in bfrs per 1,000 bulbs).
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
   Type     Clear    Frosted    Satinated     HS        F     FT     T     ( ) 
-------------------------------------------------------------------------------
   <S>      <C>      <C>        <C>          <C>        <C>   <C>    <C>   <C>
   A 80     2,359      4,631       4,800        --      --     --    --
   A 80     1,741      2,758       2,852        --      --     --    --
   A 70     1,341      2,346          --        --      --     --    --
   A 69       811      1,206       1,519     2,346      --     --    --
   A 60       708        960       1,325        --      --     --    --
   A 40       551         --         --         --      --     --    --
   B 35       585        945         --         --      --     --    --
   B 35       644      1,003         --         --      --     --    --
   B 30       615      1,790         --         --      --     --    --
   BF 90    2,733         --         --         --      --     --    --   
   BF 75    2,345         --         --         --      --     --    --  
   BF 70    1,930         --         --         --      --     --    --
   BF 55    1,649         --         --         --      --     --    --
   BF 50      770         --         --         --      --     --    --
   BW 50    2,279      3,967         --         --      --     --    --
   BW 35      906      1,490         --         --      --     --    --
   E 80     1,303      2,271      2,271      2,335      --     --    --   
   E 75     1,597      2,246         --         --      --     --    --   
   E 60       708      1,090      1,276         --      --     --    --   
   E 50       630      1,002      1,182         --      --     --    --   
   E 45       654      1,022         --         --      --     --    --   
   C 95     3,777         --         --         --      --     --    --   
</TABLE>

   EXPLANATION:  F : Flushed.                               (1)
                 FT: Flushed, treated. 
                 T : Treated.
                 HS: High Satinated.  
<PAGE>   8

N.V. EMGO
--------------------------------------------------------------------------------
     EXPORT SELLING PRICES.                                            Page 5.2.
--------------------------------------------------------------------------------
                                                         Valid from:  06.12.1982

The following prices are valid for your factory:

     NAME        :  Cte Sylvania - Claude

     PLACE       :  Tienen, Lyon, Reime

     COUNTRY     :  Belgium, France

Basis of delivery:  Free destination.


(All prices:  in bfrs per 1,000 bulbs).

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Type         Clear        Frosted       Satinated        HS            F            FT             T             ( )
<S>          <C>          <C>           <C>           <C>             <C>           <C>            <C>           <C>
--------------------------------------------------------------------------------------------------------------------
G  40          635         1,264            --            --            --            --            --            --

G  45          794            --            --            --            --            --            --            --

P  45          607           906            --            --           716            --            --            --

P  25          581            --            --            --            --            --            --            --

P  25          581            --            --            --            --            --            --            --

P  25          586            --            --            --            --            --            --            --

PC 45        1,014            --            --            --            --            --            --            --

PC 35          551            --            --            --            --            --            --            --

R  95        1,984            --         4,266         4,472            --            --            --            --

R  85        2,841            --            --         5,258            --            --            --            --

R  53          846            --         2,879         2,879            --            --            --            --

R  50          846            --         2,879         2,879            --            --            --            --

S  34          966            --            --            --            --            --            --            --

S  20          583         1,746            --            --            --            --            --            --

S  28          620            --            --            --            --            --            --            --

S  25          581         1,741            --            --            --            --            --            --

S  22          575            --            --            --            --            --            --            --

T  29          655         1,692            --            --            --            --            --            --

T  25          620         1,664            --            --            --            --            --            --

T  22          620         1,649            --            --            --            --            --            --

T  17          560            --            --            --            --            --            --            --
--------------------------------------------------------------------------------------------------------------------
</TABLE>

EXPLANATION  F : Flushed.                                 (1):
             FT: Flushed, Treated.
             T : Treated.
             HS: High Satinated.
-------------------------------------------------------------------------------