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                                                                   EXHIBIT 10.39


                                    OSI/SLI
                                        
                              FRAMEWORK AGREEMENT
                                        
                          FOR SUPPLY OF FINISHED LAMPS


AGREEMENT, (hereinafter called "Agreement") made as of January 29, 1997
between OSRAM SYLVANIA PRODUCTS INC a Delaware corporation, acting through its
General Lighting Business Group with a principal place of business at 100
Endicott Street, Danvers, MA 01923 (hereinafter called "OSRAM SYLVANIA") and
SYLVANIA LIGHTING INTERNATIONAL B.V. (formerly EDIL International Lighting
B.V.), a private limited company incorporated under the laws of the Netherlands
with a registered office located at Oudeweg 155, 2031 CC Haadem, The Netherlands
("SLI").


                              W I T N E S S E T H.


WHEREAS, Osram GmbH and EDIL International Lighting, B.V. signed a Framework
Agreement for Supply Contract dated January 29, 1993 for the supply of many
products including lamps and various other agreements connected with the
separation of GTE Corporation's North American Lighting business acquired by
Osram GmbH) from the international lighting businesses of GTE Corporation and
GTE International Incorporated (acquired by SLI).

WHEREAS, Sylvania Lighting International B.V. has succeeded to all of the
rights, benefits and obligations of EDIL International Lighting B.V. under the
Framework Agreement for Supply Contract dated January 29, 1993;

WHEREAS, OSRAM SYLVANIA PRODUCTS INC. and Sylvania Lighting International B.V.
believe it desirable to enter into a new framework agreement setting forth the
standard terms and conditions that will apply to Schedule D lamp sales and
purchases thereby making unnecessary to negotiate such terms and conditions in
connection with each individual transaction;

NOW, THEREFORE, the parties agree as follows:

1.   DEFINITIONS

     The term "Products" shall mean Lamps as defined and set forth in Article
     IV and Schedule D of the Framework Agreement by and between Osram GmbH and
     EDIL International Lighting B.V., and dated January 29, 1993.  Additional
     products may be added to this Agreement or any of the Products may be 
     deleted herefrom, upon 6 months prior written notice given by OSRAM 
     SYLVANIA to SLI that such product or Products are, respectively, to be
     added or deleted form this Agreement together with OSRAM SYLVANIA's written
     designation of the effective date of such addition or deletion.

2.   PRICE SCHEDULES; TERMS AND CONDITIONS

     (a)  OSRAM SYLVANIA will sell the Products to be sold and distributed by
          SLI on accepted orders at prices to be negotiated annually for the
          next calendar year.  So long as the most recently completed calendar
          year's purchases by SLI equal at least 80% of the prior calendar
          year's purchases, then each year's price increase will not exceed the
          published percentage increase for all general lighting products 
          (including lamps and ballasts) sold in the United States to
          industrial/commercial distributors of the General Lighting business
          division of OSRAM SYLVANIA.  For the purpose of calculating the "80%".
          SLI purchases
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         shall be deemed to include unfilled, non-cancelable firm purchase
         orders for product to be delivered during the then current calendar
         year and firm purchase orders for products no longer commercially
         available from OSI. Regardless of the date of receipt and acceptance of
         orders OSRAM SYLVANIA reserves the right to invoice all or part of
         accepted orders at prices in effect on the date of shipment for
         backorders greater than 90 days.

         The price of any particular Product type or family of product types may
         be increased from time to time subject to the mutual written agreement
         of the parties; provided, however, (a) the price adjustments result
         from unfavorable changes in market conditions or labor, material energy
         or other costs of manufacture, or other unfavorable factors beyond the
         direct control of OSRAM SYLVANIA and (b) OSRAM SYLVANIA has given SLI
         three (3) months' prior notice of the proposed price adjustment.
         Conversely, favorable changes in market conditions of labor, material,
         energy or other costs of manufacture will result in OSRAM SYLVANIA
         providing to SLI price relief on the affected Product type or family of
         products.  In the event the parties cannot mutually agree on price
         adjustments, the parties hereby agree to apply 50% of the price
         adjustment for a ninety (90) day period while negotiations continue. If
         at the end of such 90 day period, the parties fail to reach mutual
         agreement, then OSRAM SYLVANIA will not have any obligation to supply
         or SLI obligation to buy such Product type or family of product type
         and no liability will result therefrom.

   (b)   SLI agrees to pay OSRAM SYLVANIA all sums incurred on SLI's open
         account with OSRAM SYLVANIA in accordance with the following payment
         terms: net 60 days from date of invoice no cash discount for early
         payment.  The date of invoice shall be the date of shipment or any
         date thereafter.  The method of payment shall be as OSRAM SYLVANIA
         shall reasonably specify from time to time. 

   (c)   OSRAM SYLVANIA reserves the absolute right to review and establish new
         credit terms with respect to SLI's open account at any time and from
         time to time.

   (d)   The pricing discussed in this Paragraph (2) is meant to apply only with
         respect to the purchase by SLI of Products intended for resale outside
         North America.  In the event SLI (or any successor) were to purchase
         Products under private label for resale in North America, then SLI
         would need to negotiate and reach mutual agreement with OSI on the
         pricing (and such other terms and conditions) that would apply with
         respect to such products destined for resale in North America.

3. PURCHASE ORDERS

   OSRAM SYLVANIA will not be required to make any shipments except against
   orders sent by SLI to OSRAM SYLVANIA and accepted by OSRAM SYLVANIA.  Any
   provision of any order placed by SLI which is inconsistent with or in
   addition to any provision hereof (other than provisions specifying lamp types
   and quantities, delivery dates, invoicing and shipping instructions and
   additional specifications) shall be null and void and not binding on OSRAM
   SYLVANIA.  All orders (excluding sample orders) will be subject to a minimum
   order value of $1250 (U.S.)  Orders below this amount will be subject to a
   $55 (U.S.) handling charge.

4.  DELIVERY

    (a)  Unless otherwise mutually agreed to OSRAM SYLVANIA shall deliver the
         Products sold to SLI Ex-works (Incoterms 1990) shipping point from
         the OSRAM SYLVANIA Distribution Center nearest the SLI customer
         destination. Notwithstanding the foregoing, SLI private-label Product
         will be warehoused at and shipped from OSRAM SYLVANIA's Bethleham,
         Pennsylvania Distribution Center or such other locations as determined
         by OSRAM SYLVANIA.  Title and risk of loss with respect to the Project
         will pass to SLI upon delivery at the f.o.b. point and all
         transportation, insurance and other charges beyond such point of
         shipment shall be for SLI's account.  (Freight charges will be prorated
         and added to the invoice.)  OSRAM SYLVANIA shall ship Products in

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          accordance with its standard mode of transportation at freight rates
          then available to OSRAM SYLVANIA.  If SLI requests a faster mode of
          transportation, SLI shall be liable for the added transportation
          cost.  OSRAM SYLVANIA will containerize freight when requested by
          SLI.  Loading of containers will be to the maximum extent possible
          under the circumstances.

     (b)  All delivery dates shall be deemed approximate.  While OSRAM SYLVANIA
          will endeavor to meet delivery schedules OSRAM SYLVANIA shall not be
          liable for delays in delivery or failure to manufacture or deliver due
          to (1) causes beyond its reasonable control, (2) acts of God, acts of
          SLI, acts of civil or military authority, or other governmental
          allocations or controls, fires, strikes or other labor difficulties,
          flood, epidemics, war, riot or other civil disturbance, delays in
          usual source of supply, delays in transportation or car shortage, (3)
          inability on account of causes beyond its reasonable control to obtain
          or delay in obtaining necessary labor, materials, components or
          manufacturing facilities, or (4) any other commercial
          impracticability.  In event of any such delay, the date of delivery
          shall be extended for a period equal to the time lost by reason of the
          delay.

     (c)  When necessary and subject to mutual agreement, OSI will provide
          palletized product at OSI's cost.

5.   PRODUCT AVAILABILITY

     (a)  In the event of a shortage of Products for any reason, OSRAM SYLVANIA
          shall have the right to allocate its available supply of Products
          among its customers (including divisions, subsidiaries and affiliates
          of OSRAM SYLVANIA that use Products) in any manner that OSRAM
          SYLVANIA considers to be equitable or in its best interests.
          Expressly subject to the preceding sentence limitation, OSI will
          endeavor to supply SLI in accordance with historical buying patterns
          of SLI.  However, this is merely a non-binding target.

     (b)  OSRAM SYLVANIA agrees to notify SLI in writing 60 days prior to
          obsoleting any specific lamp item and to identify substantially
          equivalent replacement(s), if any,

     (c)  If possible, OSRAM SYLVANIA will provide SLI with a 6 months notice
          advising of any known existing or anticipated long term capacity or
          production problems (and plans to correct same) affecting a Product
          or family of products, e.g., capacity problem experienced with PAR 38
          lamps prior to EPACT implementation.

     (d)  In the event that OSRAM SYLVANIA experiences a short term capacity or
          production problem, e.g., availability of F20D, F40D, circtines,
          affecting any Product or family of products, it shall notify SLI of
          the nature of the problem(s) (and plans to correct same) within 14
          days after receiving SLI's firm orders for the affected Product(s).

6.   MARKING, PACKAGING AND PACKAGE

     (a)  Products shall be marked and their packages shall contain graphics and
          be labeled in the manner specified by SLI provided, however, that
          OSRAM SYLVANIA shall not be obligated to mark or label in a manner
          that it, in its sole discretion, believes would violate obligated to
          mark or label in manner that it, in its sold discretion, believes
          would violate the law or applicable regulations or its own or another
          party's rights. SLI will either provide OSRAM SYLVANIA with art work
          and films for graphics and labeling or identify its packaging
          suppliers and authorize OSRAM SYLVANIA to secure such packaging at
          SLI's cost, in which event the price of Products will be equitably
          adjusted to reflect the fact that OSRAM SYLVANIA is no longer bearing
          the cost of unit packages and/or


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          shipping cartons and their graphics and labeling.  SLI will reimburse
          OSRAM SYLVANIA for all costs associated with any change in graphics
          and labeling after the original graphics and labeling have been
          supplied, including all costs of obsolete packaging material that
          result from the change. Periodically, if it so elects and within its
          sole discretion, OSRAM SYLVANIA may substitute its standard SYLVANIA
          branded packaging of OSRAM SYLVANIA and/or "white box" or generic
          packaging, which includes no corporate reference.  SLI's consent would
          be required if more than 20% of ordered Product types would be
          supplied in non-private labeled packaging. Under no circumstance will
          OSRAM branded products be available for purchase by SLI.

     (b)  The parties will mutually agree on a list of those lamp types which
          will be supplied under SLI's private labels and trademarks.  Private
          labeled Sylvania brand product will be produced for SLI, subject to
          minimum purchase requirements and such other requirements as set
          forth in OSRAM SYLVANIA Policy #OQ2-133-02 (a copy of which is
          attached hereto and incorporated herein).  SLI will provide OSRAM
          SYLVANIA with its annual forecast (updated quarterly) of private
          labeled product requirements.  Private labeled product which fails to
          meet forecasted demand levels will be subject to deletion or will be
          supplied on a "made to order" basis, subject to minimum production
          runs and shipment of all such production when the order is completed.


7.   COMPLIANCE WITH LAWS

     OSRAM SYLVANIA shall not be required to deliver to SLI any Products which,
     in OSRAM SYLVANIA's reasonable judgment, do not conform to applicable
     standards, rules, regulations (including, but not limited to EPACT) or
     guidelines, if any, for Products established by any governmental
     authority.  In the event OSRAM SYLVANIA determines in its reasonable
     judgment, that it can or will export these products to SLI, OSRAM
     SYLVANIA may condition its approval on such reasonable, additional terms
     and conditions of sale as they would apply to private-labeled products (see
     Paragraph 6 above).

8.   TRADEMARKS & TRADENAMES

     (a)  It is understood that the trademarks and tradenames of each of the
          parties hereto shall remain the sole and exclusive property of such
          party and subject to such terms, conditions, rights and obligations
          as set forth in the Amended and Restated Intellectual Property
          Allocation and License Agreement by and between EDIL International
          Lighting B.V., Osram Acquisition Corporation and Osram GmbH and dated
          August 6, 1992 ("Allocation and License Agreement"), as amended by
          the Variation Agreement by and between Osram GmbH and Sylvania
          Lighting International B.V. and dated December 23, 1994 ("Variation
          Agreement").  Neither party will use any of the trademarks or
          tradenames of the other party on or in connection with any product
          except as permitted by this Agreement or the Allocation and License
          and Variation Agreements.

     (b)  Any breach of Article 18(b) of the Allocation and License Agreement
          shall be deemed a breach of a material term of this Agreement and
          give rise to early termination, as set forth in Paragraph 9(b) herein.



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9.   TERM AND TERMINATION 

     (a)  The Initial term of this Agreement shall be for the period February
          1, 1997 through December 31, 1999 and from year to year thereafter
          unless otherwise terminated as provided herein.  Notwithstanding the
          foregoing, either party may terminate this Agreement, with or without
          cause, during any renewal period hereof, by giving not less than nine
          (9) months prior written notice of termination to the other party,
          and upon the giving of such notice, this Agreement shall terminate
          without further notice the date specified in such notice of
          termination.

     (b)  Notwithstanding anything to the contrary contained in this Agreement
          or this Paragraph 9, in the event of a breach by either party of any
          material term, condition or provision of this Agreement, the other
          party (in addition to such other rights as it may have) shall have
          the right to terminate this Agreement forthwith by giving written
          notice of termination to the defaulting party, provided at least 30
          (thirty) days' prior written notice of breach and intention to
          terminate has been given and the breach is not cured during such
          period.

     (c)  Notwithstanding anything to the contrary in Paragraph 9, or this
          Agreement, if SLI ceases to function as a going business or if SLI
          becomes involved in financial difficulties or becomes insolvent, or
          in the event that: (a) any person, persons or company participating in
          the general lighting market acquires twenty-five percent (25%) or
          more common equity, ownership or control of SLI, its successors or
          any of its assigns (other than pursuant to a public listing), or (b)
          SLI, its successor or any of its assigns are or become a publicly
          listed company and any person, persons or company participating in the
          general lighting market acquires forty-nine percent (49%) or more of
          the common equity of such company, or (c) any person, persons or
          company participating in the general lighting market has the right to
          appoint any director, officer, employee or one or more persons on the
          board of management of SLI, its successors or any of its assigns, then
          OSRAM SYLVANIA may, at its option, immediately terminate this
          Agreement by giving written notice to SLI at termination.  It is
          expressly agreed that OSRAM SYLVANIA shall have the sole right to
          determine whether any of the conditions set forth above shall have
          occurred, and its determination, if not unreasonable, shall be binding
          upon SLI.  With respect to this Paragraph 9(c), any reference to "SLI"
          shall be deemed to include any subsidiary owned or controlled by SLI.

     (d)  All claims shall survive the termination of this Agreement but
          neither party shall be liable to the other for damages, indemnities,
          losses or compensation of any kind by reason of, or attributable to,
          the termination, for any reason, of this Agreement.

     (e)  In the event of termination of this Agreement by OSRAM SYLVANIA for
          cause or by SLI for reasons other than OSRAM SYLVANIA's breach, SLI
          will purchase all lamps under firm purchase orders of SLI in finished
          packaged inventory at the time of termination plus reimburse OSRAM
          SYLVANIA for the costs of all packaging materials, other stock
          inventories and dedicated lamp inventories OSRAM SYLVANIA may have
          purchased, committed to purchase or manufactured under this
          Agreement, not to exceed ninety (90) days of annual purchases.  If
          such remaining inventory is not purchased by SLI within thirty (30)
          days after termination of this Agreement, OSRAM SYLVANIA, without
          waiving any other rights it may have, may sell this stock to
          purchaser(s) of its choice at prevailing price; provided however, that
          no packaging, artwork or labels of SLI shall be used in sales or
          affixed to such stock.

10.  WARRANTY AND INDEMNIFICATION

     (a)  Unless otherwise agreed to by the parties, OSRAM SYLVANIA will
          manufacture Products to be delivered hereunder in accordance with
          applicable specifications published by


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          OSRAM SYLVANIA in its Large Lamp catalogue at the time of purchase by
          SLI.  This warranty shall apply only to defects appearing within one
          (1) year from the date of delivery to SLI.  Damages resulting from
          external causes such as abuse, misuse, or acts of God are not covered
          by this Warranty.  The conditions of any tests concerning Products
          which SLI claims fail to conform to this warranty shall be mutually
          agreed upon in writing and OSRAM SYLVANIA shall be notified of, and
          may be represented at, all tests that may be made.  If any Product
          does not meet the above warranty, and if SLI notifies OSRAM SYLVANIA
          in writing within thirty (30) days after discovery of the defect,
          OSRAM SYLVANIA shall thereupon correct such defect by either (at
          OSRAM SYLVANIA's sole option) replacing the defective Product, or
          part thereof, or refunding purchase price thereof.  IN NO EVENT SHALL
          OSRAM SYLVANIA BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR
          INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR
          REVENUE, COST OF CAPITAL, OR CLAIMS OF CUSTOMERS OF SLI FOR SUCH
          DAMAGE.  THIS WARRANTY REPRESENTS SLI'S EXCLUSIVE REMEDY UNDER THIS
          AGREEMENT.  THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER
          EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
          OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO PRODUCTS SOLD
          UNDER THIS AGREEMENT.

     (b)  Where Products have limited life or may deteriorate through age or
          other factors such as improper storage, or where industry accepted
          visual imperfections exist as in glass or fused quartz products, such
          limited life, or imperfection is not a defect or a failure to conform
          to specifications as contemplated herein.  SLI acknowledges that on
          high volume production items such as Products, a small percentage of
          defects (including failure to conform to specification(s) or breakage
          is considered normal.  SLI understands and acknowledges that
          allowances for such defects and breakage is factored into the prices
          for Products.  Should any particular manufacturing lot of Products
          develop an unusual number of defects, the parties shall negotiate
          regarding an acceptable resolution of the problem, but, in no event
          shall OSRAM SYLVANIA make available to SLI anything less in terms of
          remedies that it makes generally available to its customers for the
          same type of Product.  If SLI desires specific acceptable quality
          levels or a different remedy for exceeding such levels.  SLI shall so
          specify on the face of its Purchase Order.

     (c)  SLI agrees to indemnify and hold OSRAM SYLVANIA harmless from and
          against any damage, expense, or loss that OSRAM SYLVANIA may suffer,
          sustain or be subject to by reason of infringement of patent or
          trademark arising from compliance with SLI designs or specification,
          modifications or instructions.  Except as otherwise provided in the
          preceding sentence.  OSRAM SYLVANIA shall defend any suit or
          proceeding brought against SLI so far as based on a claim that any
          Product furnished under this Agreement constitutes an infringement of
          any patent of the United States, if notified promptly in writing and
          given authority, information and assistance (at OSRAM SYLVANIA's
          expense) for the defense of same, and OSRAM SYLVANIA shall pay all
          damages and costs awarded therein against SLI.  The foregoing states
          the entire liability of OSRAM SYLVANIA for patent infringement by the
          said Product.

11.  GENERAL PROVISIONS

     (a)  Anything hereinabove, or in any documentation relating to particular
          sales-transactions pursuant hereto, to the contrary notwithstanding,
          title to Products sold to SLI hereunder shall pass upon delivery to
          SLI.


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     (b)  This Agreement does not, and shall not be deemed to, make either
          party the agent or legal representative of the other party for any
          purpose whatsoever and neither party shall have the right or
          authority to assume or create any obligation or responsibility
          whatsoever express or implied, in behalf of or in the name of the
          other party, or to bind the other party in any respect whatsoever,
          neither party shall make any guarantee, warranty or representation of
          Products on behalf of the other party.

     (c)  This Agreement contains the entire and only understanding and
          agreement between the parties with regard to the subject matter
          hereof, there being merged herein all prior and contemporaneous oral
          or written representations, understandings, agreements, promises, and
          conditions relating to the subject matter hereof and any
          representation, understanding, agreement, or condition not
          incorporated herein or made a part hereof shall not be binding upon
          either party.

     (d)  The terms of this Agreement may not be altered, waived, modified or
          discharged except by an express declaration in writing signed on
          behalf of OSRAM SYLVANIA by a duly authorized officer and referring
          specifically to this Agreement, and no separate verbal or written
          agreement, which may be made between SLI and OSRAM SYLVANIA's
          employees shall in any way modify or affect this Agreement.

     (e)  The failure of either party at any time to require performance of the
          other party of any provisions hereof, shall in no way affect the full
          right to require such performance at any time thereafter nor shall
          the waiver by either party of a breach of any provision hereof be
          taken or held to be a waiver of the provision itself.

     (f)  In the event that this Agreement, or any of its provisions, is
          declared invalid by a court, agency, commission or other entity
          having jurisdiction thereof, neither party shall have any cause of
          action or claim against the other party by reason of such declaration
          of invalidity.  The invalidity or unenforceability of any one or more
          provisions of this Agreement shall not affect the validity or
          enforceability of the remaining provisions.

     (g)  This Agreement shall be binding upon and shall inure to the benefit
          of the parties hereto and their respective successors and assigns.
          Neither party shall in whole or in part, directly or indirectly sell,
          transfer, assign, pledge or otherwise encumber its rights or
          obligations under this Agreement without the other party's prior
          express written consent.  Such consent shall not be unreasonably
          denied or delayed.

     (h)  OSRAM SYLVANIA's liability arising from any claim, including for any
          loss or damage resulting from or connected with agreements or from
          the breach of performance thereof or from the design, manufacture,
          sale, delivery, installation, repair or use of any Product sold or
          delivered hereunder shall in no event exceed the price allocable to
          the Product(s) which give(s) rise to the claim and shall terminate
          three (3) years after delivery of such Product(s) to SLI.

     (i)  This Agreement and all transactions between OSRAM SYLVANIA and SLI
          related thereto has been made and will be governed by and construed
          according to the laws of the Commonwealth of Massachusetts, USA,
          excluding its conflict of law rules and excluding the 1980 U.N.
          Convention on Contracts for the international Sales of Goods.

     (j)  Except as provided in Paragraph 2(b) herein, any claim or controversy
          arising at any time out of or in relation to this Agreement shall be
          settled in accordance with the rules of commercial arbitration of the
          International Chamber of Commerce by an arbitrator appointed in
          accordance with the rules who shall be entitled to award specific
          performance preliminary or final and/or damages.  Any arbitration
          shall take


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          place in Paris, France, and shall be conducted in the English
          language.   The arbitration shall be governed in accordance with the
          (1) language of the Agreement and (2) substantive law of the
          Commonwealth of Massachusetts, as noted above, except to the extent
          Massachusetts law conflicts with the language of this Agreement.  In
          which event this Agreement will prevail.  Judgment upon the award
          rendered may be entered in any court having jurisdiction thereof. All
          proceedings shall be conducted in confidence: the parties agree to
          provide such information and make available such employees, as the
          arbitrator deems necessary for his or her determination.   Each party
          will be afforded an opportunity to examine the witnesses and documents
          referred to or submitted by the other party as a part of such
          proceedings and to submit a reasonable list of document requests,
          interrogatories and requests for admission to which the other will
          respond, if being understood that time is of the essence in the
          completion of such proceedings.  The arbitrator shall be required to
          put his or her award and decision in writing and provide all parties
          with a copy thereof.

IN WITNESS WHEREOF, this Agreement has been executed by both parties hereto as
of the day and year first above written.


OSRAM SYLVANIA PRODUCTS INC.            SYLVANIA LIGHTING INTERNATIONAL B.V.


By: /s/                                 By: /s/ Carlos J. Piltsi
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