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                                                                  Exhibit 10.49



                                DATED 27 MAY 2000
                                -----------------

                                  (1) EMESS PLC

                                       and

                                   (2) SLI INC

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                                    AGREEMENT
                                   Relating to
              The sale and purchase of (i) the entire share capital
                 of Brilliant Holdings GmbH and (ii) the Marlin
                      Business and Emess Lighting Business

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                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 020-7638 1111
                               Fax: 020-7972 7990

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THIS AGREEMENT is made on                                                   2000

BETWEEN:

(1)      EMESS PLC a company registered in England and Wales with number
         00164213 whose registered office is at Ariel House, 74A Charlotte
         Street, London W1P 1LR (the "VENDOR"); and

(2)      SLI INC a company incorporated in the State of Oklahoma, whose
         principal place of business is at 500 Chapman Street, Canton,
         Massachusetts, USA (the "PURCHASER" which shall include its permitted
         successors and assigns).

WHEREAS

The Vendor has agreed to sell, or procure the sale of, and the Purchaser has
agreed to purchase, or procure the purchase of (i) the Shares and (ii) the
Marlin Business and the Emess Lighting Business (both to be effected by way of
sale as a going concern).

IT IS HEREBY AGREED:

1.       DEFINITIONS AND INTERPRETATION
1.1      In this Agreement:

                  "ACCOUNTS" means the Business Accounts and the Brilliant
                  Accounts.

                  "ACTIVITIES" means any activity, operation or process, act or
                  omission carried out or made by any Asset Vendor in relation
                  to the Businesses or any member of the Brilliant (AG Excluded
                  Group) Group

                  "AFFILIATED COMPANY" means a company which is a subsidiary of
                  the party concerned or which is a holding company of such
                  party or a subsidiary of such holding company.

                  "AG GROUP" means Brilliant AG and any subsidiary or subsidiary
                  undertaking of Brilliant AG.

                  "APPORTIONMENT SCHEDULE" means the schedule setting out the
                  apportionment of the Consideration payable by the Purchaser to
                  the Vendor under this Agreement, to be agreed between the
                  Vendor and Purchaser on or before 23 June 2000 and drawn up in
                  compliance with clause 4.4.

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                  "ASSET VENDOR" means the Vendor in relation to the Marlin
                  Business and Emess Lighting Inc in relation to the Emess
                  Lighting Business.

                  "ASSETS" means the Business Assets and the Brilliant Assets.

                  "ASSUMPTION OF LIABILITY AGREEMENT" means the agreement to be
                  entered into by the Purchaser or its nominee(s) at Completion
                  in order to assume certain liabilities associated with the
                  Emess Lighting Business in such form as may be agreed between
                  the Vendor and the Purchaser.

                  "AUSTCO" means Brilliant Lighting (Aust) Pty Ltd ACN 006 203
                  694.

                  "BRILLIANT ACCOUNTS" means the audited consolidated profit and
                  loss account and cash flow statement of Brilliant Holding for
                  the accounting period ended on, and the consolidated audited
                  balance sheet of Brilliant Holding as at, the Latest
                  Accounting Date in the agreed form.

                  "BRILLIANT AG" means Brilliant AG a company incorporated in
                  Germany, whose principal place of business is at
                  Brilliantstrasse 1, D-27442 Gnarrenburg, Germany details of
                  which are set out at Part 2 of Schedule 4.

                  "BRILLIANT (AG GROUP EXCLUDED) ASSETS" means the Brilliant
                  Assets other than the property rights and assets relating to
                  any member of the AG Group.

                  "BRILLIANT (AG GROUP EXCLUDED) BUSINESS" means the Brilliant
                  Business other than the businesses carried on by any member of
                  the AG Group.

                  "BRILLIANT (AG GROUP EXCLUDED) GROUP" means the Brilliant
                  Group other than any member of the AG Group.

                  "BRILLIANT (AG GROUP EXCLUDED) GROUP CONTRACTS" means all
                  contracts, undertakings, arrangements and engagements of any
                  member of the Brilliant (AG Group Excluded) Group whether
                  written or verbal relating to the Brilliant (AG Group
                  Excluded) Business which are wholly or partly unperformed at
                  the date of Completion including, without limitation, supply
                  and distribution agreements, customer and supplier contracts,
                  lease, hire and hire purchase agreements but excluding
                  contracts of employment with the employees, agreements with
                  trade unions or employee representatives in respect of the
                  employees, leases of the properties and

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                  loan agreements (any one of these being a "BRILLIANT (AG GROUP
                  EXCLUDED) GROUP CONTRACT").

                  "BRILLIANT ASSETS" means all the property rights and assets
                  relating to any member of the Brilliant Group.

                  "BRILLIANT BUSINESS" means the businesses carried on by any
                  member of the Brilliant Group.

                  "BRILLIANT GROUP" means Brilliant Holding and each of the
                  Brilliant Subsidiaries.

                  "BRILLIANT HOLDING" means Brilliant Holding GmbH a company
                  incorporated in Germany, whose principal place of business is
                  at Brilliantstrasse 1, D-27442 Gnarrenburg, Germany details of
                  which are set out at Part 1 of Schedule 4.

                  "BRILLIANT INTELLECTUAL PROPERTY RIGHTS" means Intellectual
                  Property and the Brilliant Know-How owned by the Brilliant (AG
                  Group Excluded) Group including without prejudice to that
                  generality the registered Intellectual Property set out in
                  Schedule 2.

                  "BRILLIANT KNOW-HOW" means know-how used in the Brilliant (AG
                  Group Excluded) Business.

                  "BRILLIANT RECEIVABLES" means the aggregate amount as at
                  Completion of all outstanding loans and, borrowings or any
                  other amount in the nature of borrowing owed to any member of
                  the Brilliant Group.

                  "BRILLIANT RECORDS" means all bought and sold ledgers,
                  purchase and sales day books and purchase and sales invoices
                  and other books and records of any member of the Brilliant (AG
                  Group Excluded) Group relating exclusively to the Brilliant
                  (AG Group Excluded) Business.

                  "BRILLIANT SUBSIDIARY" means a subsidiary or subsidiary
                  undertaking of Brilliant Holding as listed in Part 2 of
                  Schedule 4 and "BRILLIANT SUBSIDIARIES" shall be construed
                  accordingly.

                  "BRILLIANT SUBSIDIARY (AG GROUP EXCLUDED) EMPLOYEES" means the
                  employees of any member of The Brilliant Group, other than the
                  employees of the AG Group, as at Completion;

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                  "BRILLIANT SUBSIDIARY EMPLOYEES" means the employees of any
                  member of the Brilliant Group at Completion.

                  "BUSINESSES" means either or both of the Marlin Business and
                  the Emess Lighting Business as the context so requires.

                  "BUSINESS ACCOUNTS" means the audited profit and loss account
                  and cash flow statement of each of the Vendor and Emess
                  Lighting Inc. in the agreed form for the accounting period
                  ended on, and the audited balance sheet of each of the Vendor
                  and Emess Lighting Inc. in the agreed form as at, the Latest
                  Accounting Date.

                  "BUSINESS ASSETS" means all the property rights and assets
                  relating to the Marlin Business and/or the Emess Lighting
                  Business (as the context so requires) agreed to be sold and
                  purchased as more particularly set out in clause 2.1of this
                  Agreement;

                  "BUSINESS DAY" means a day (other than a Saturday or Sunday)
                  on which clearing banks are open for business in London.

                  "BUSINESS INTELLECTUAL PROPERTY RIGHTS" means all Intellectual
                  Property and rights in Know-How owned and used exclusively by
                  the Asset Vendor in, or in connection with, the relevant
                  Business at the date of this Agreement including any rights to
                  proceed for the infringement of such Intellectual Property,
                  and without limitation, those registered rights set out in
                  Schedule 2.

                  "BUSINESS RECORDS" means all bought and sold ledgers, purchase
                  and sales day books and purchase and sales invoices and other
                  books and records of the Asset Vendor relating exclusively to
                  the relevant Business as at the date of Completion.

                  "COMPLETION" means completion of the sale and purchase of the
                  Shares and each of the Businesses in accordance with this
                  Agreement.

                  "COMPLETION STATEMENT" means the statement agreed between the
                  Vendor and the Purchaser or determined, in each case, in
                  accordance with clause 6.

                  "COMPULSORY CONTAMINATION PENALTIES" means any fine penalty or
                  order to pay damages imposed by a Regulatory Authority under
                  Environmental Law or any court under Environmental Law to the
                  extent any of the same relates to Pre-Completion Contamination
                  costs, expenses, losses, fines, penalties or damages
                  (including

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                  reasonable legal or other professional fees) incurred in
                  defending or resolving any contamination claim.

                  "COMPULSORY REMEDIATION COSTS" means reasonable costs
                  (including legal and professional fees) incurred in complying
                  with an enforceable order or notice pursuant to a
                  Contamination Claim imposed by a Regulatory Authority under
                  Environmental Law to the extent the same requires the
                  recipient to clean-up, investigate, monitor, or remediate
                  Pre-Completion Contamination.

                  "COMPUTER SYSTEMS" means the computer systems used exclusively
                  by or for the benefit of any of the Operations or computer
                  processors associated and peripheral equipment computer
                  programs including technical and other documentation and data
                  entered into or created for and used by or for the benefit of
                  any of the Operations from time to time.

                  "CONDITIONS" means the conditions contained or referred to in
                  clause 3.1.

                  "CONFIDENTIAL INFORMATION" means all information not at
                  present in the public domain used in or otherwise relating to
                  the Business or the Brilliant Business or customers or
                  financial or other affairs of the Business or the Brilliant
                  Business including, without limitation, information relating
                  to:

                  (a)   the marketing of any goods or services including,
                        without limitation, customer names and lists and any
                        other details of customers, sales targets, sales
                        statistics, market share statistics, prices, market
                        research reports and surveys and advertising or other
                        promotional materials; or

                  (b)   future projects, business development or planning,
                        commercial relationships and negotiations.

                  "CONTRACTS" means all contracts, undertakings, arrangements
                  and engagements of the Asset Vendor whether written or verbal
                  relating to the relevant Business which are wholly or partly
                  unperformed at the date of Completion including, without
                  limitation, supply and distribution agreements, customer and
                  supplier contracts, lease, hire and hire purchase agreements
                  but excluding contracts of employment with the Emess
                  Employees, Marlin Employees, agreements with trade unions or
                  employee representatives in respect of the Emess Employees or
                  Marlin Employees, leases of the Properties and loan agreements
                  (any one of these being a "CONTRACT").

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                  "CONTAMINATION CLAIM" means any proceeding or claim formerly
                  instituted under Environmental Law by a Regulatory Authority
                  or third party to the extent the same relates to
                  Pre-Completion Contamination.

                  "CRESSWELL LICENCE" means the licence of the "CRESSWELL" name
                  between the Purchaser or its nominee and the Vendor or its
                  nominee in the agreed form.

                  "DISCLOSED DOCUMENTS" means those documents appended to the
                  Disclosure Letter.

                  "DISCLOSURE LETTER" means the letter of today's date from the
                  Vendor to the Purchaser in relation to the Warranties.

                  "EMESS ASSETS" mean the property and assets referred to in
                  clause 2.1 in relation to the Emess Lighting Business.

                  "EMESS EMPLOYEES" means the employees employed in the Emess
                  Lighting Business at the date of this Agreement whose names
                  are included in the Disclosure Documents subject to such
                  amendments before Completion as have been agreed by the
                  Purchaser.

                  "EMESS LIGHTING BUSINESS" means the business of designing,
                  manufacturing, selling, distributing and importing consumer
                  lighting, principally to retailers in the United States of
                  America, under the brand names of "Alsy" and "Cresswell"
                  carried on by Emess Lighting Inc or any member of the Vendor's
                  Group. "EMESS LIGHTING LOYALTY BONUSES" means the loyalty
                  bonuses together with the costs of any related social security
                  obligations to be paid by the Purchaser to certain Emess
                  Employees the amount of which shall be disclosed to the
                  Purchaser by the Vendor five Business Days before Completion.

                  "EMESS LIGHTING INC" means Emess Lighting Inc a company
                  incorporated in Delaware, The United States of America, whose
                  principal place of business is at 1 Early Street, Ellwood
                  City, Pennsylvania 16117, USA details of which are set out in
                  Part 3 of Schedule 4.

                  "EMESS LIGHTING NET ASSETS" means the amount of the net assets
                  as shown in the balance sheet in respect of Emess Lighting Inc
                  constituting part of the Completion Statement.

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                  "EMESS PROPERTY" means the property or properties short
                  particulars of which are set out in schedule 3 and reference
                  to the Emess Property includes reference to the individual
                  properties comprising the Emess Property and any part or parts
                  of individual properties.

                  "EMPLOYEES" means the Emess Employees, the Marlin Employees
                  and the Brilliant Subsidiary Employees.

                  "ENCUMBRANCE" means any mortgage, charge, pledge, lien,
                  option, restriction, right of first refusal, right of
                  pre-emption, third party right or interest, any other
                  encumbrance or security interest of any kind, and any other
                  type of preferential arrangement (including, without
                  limitation, title transfer and retention arrangements) having
                  a similar effect.

                  "ENVIRONMENT" means any and all living organisms (including
                  without limitation, man), ecosystems, property and the media
                  of air (including without limitation air in buildings, natural
                  or man-made structures, below or above ground) water,
                  (including, without limitation, groundwater, rivers, canals,
                  streams, lakes, coastal waters and within water drains and
                  sewers) and land.

                  "ENVIRONMENTAL INDEMNITY" means the indemnity at clauses 8.1
                  to 8.8 of this Agreement.

                  "ENVIRONMENTAL LAW" means all statutes or subordinate
                  legislation, or civil or common law, EU Directives or
                  Regulations, all court orders, ordinances, decrees or
                  regulatory codes of practice, circulars, guidance notes and
                  equivalent controls which are enforceable as at Completion,
                  are applicable in the jurisdiction to which they relate and
                  which have as a purpose or effect

                  (i)   the protection or prevention of harm to human health or
                        the Environment; or

                  (ii)  the regulation of emissions, discharges or threatened
                        releases or escapes of Hazardous Substances into the
                        Environment; or

                  (iii) the regulation of production, processing, treatment,
                        storage, disposal, transport, packaging of, labelling of
                        or handling of any Hazardous Substances including laws
                        relating to nuisance but not including law pursuant

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                        to the Town and Country Planning Act 1990 or its
                        equivalent in the relevant jurisdiction; or

                  (iv)  the protection of worker health & safety.

                  "EUROPEAN BUSINESSES" means the Marlin Business and the
                  business of designing, manufacturing, selling, distributing
                  and importing commercial light fittings under the name Marlin
                  carried on in Europe by Marlin BV and the business of
                  designing, manufacturing, selling, distributing and importing
                  street lighting carried on in Europe by Eclatec SA.

                  "EXCLUDED ASSETS" means the assets set out in Schedule 1.

                  "FIXED PLANT" means the fixed plant and machinery, and
                  leasehold improvements at the Properties, owned or used by the
                  Target Owners in connection with the Operations at the date of
                  Completion.

                  "FORMER PROPERTIES" means any site(s) formerly owned, occupied
                  or used by any member of the Brilliant (AG Group Excluded)
                  Group prior to Completion, but not including the Properties.

                  "GOODWILL" means the goodwill of the Businesses together with
                  the right for the Purchaser to use the names "Marlin",
                  "Eclatec", "Brilliant", "Alsy" and "Cresswell" (subject to
                  licence) and to represent itself as carrying on the relevant
                  Business in continuation of and in succession to the Asset
                  Vendor or any member of the Vendors Group.

                  "GROUP" means in relation to a company its direct or indirect
                  subsidiaries, holding company and any direct or indirect
                  subsidiary of its holding company.

                  "GROUP INTELLECTUAL PROPERTY RIGHTS" means for the purposes of
                  Schedule 5, the Business Intellectual Property Rights and the
                  Brilliant Intellectual Property Rights.

                  "HAZARDOUS SUBSTANCES" means any natural or artificial
                  substance (whether solid, liquid, gas, noise, ion, vapour,
                  electromagnetic radiation or ionising radiation and whether
                  alone or in combination with any other substance) which is
                  capable of causing harm or to have a deleterious effect on the
                  Environment, or being a nuisance.

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                  "INDEBTEDNESS" means the aggregate amount as at Completion of
                  (i) all outstanding loans or borrowings or any other amount in
                  the nature of borrowings owed by any member of the Brilliant
                  Group; and (ii) all outstanding loans or borrowings or any
                  other amount in the nature of borrowings owed by an Asset
                  Vendor in relation to the Business and the Business Assets
                  other than the Trade Credits.

                  "INTERCOMPANY INDEBTEDNESS" means the aggregate of all sums
                  owing by members of the Target Group to members of the
                  Vendor's Group at Completion and specified in the Indebtedness
                  Schedule other than those in respect of trade creditors
                  arising through normal business transactions.

                  "INDEBTEDNESS SCHEDULE" means the schedule to be prepared by
                  the Vendor and delivered to the Purchaser on or before
                  Completion setting out the amount of the Intercompany
                  Indebtedness and shall include a breakdown of each amount
                  comprising the Intercompany Indebtedness and in respect of
                  each such amount, the relevant member of the Target Group
                  which owes the amount and the relevant member of the Vendor's
                  Group to which it is owed;

                  "INDEMNIFIED PERSON" means each of the Purchaser, Brilliant
                  Holding and the Brilliant Subsidiaries.

                  "INTELLECTUAL PROPERTY" means patents, trade marks, service
                  marks, registered designs, applications for any of the
                  foregoing, rights in trade and business names, domain name
                  registrations, unregistered trade marks, trade dress, logos
                  and corporate names, copyrights, rights in computer software,
                  designs, databases and inventions, and rights of the same or
                  similar effect or nature, in any part of the world.

                  "INTELLECTUAL PROPERTY ASSIGNMENTS" means the assignments of
                  registered Business Intellectual Property in the agreed form;

                  "KNOW-HOW" means all information not at present in the public
                  domain owned by the Asset Vendor and used exclusively by the
                  Asset Vendor in, or in connection with, the Operations held in
                  any form (including, without limitation, that comprised in or
                  derived from drawings, data, formulae, specifications,
                  component lists, instructions, manuals, brochures, catalogues
                  and process descriptions) and relating to:

                  (a)   the manufacture or production of goods or the provision
                        of services;

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                  (b)   the selection, procurement, construction, installation
                        or use of any raw material, plant, machinery or other
                        equipment or processes;

                  (c)   the supply, storage, assembly or packing of raw
                        materials, components or partly manufactured or finished
                        products;

                  (d)   quality control, testing or certification; or

                  (e)   the rectification, repair or service of products, plant,
                        machinery or other equipment.

                  "LATEST ACCOUNTING DATE" means 31 December 1999.

                  "LIBOR" means:

                  (A)   the rate per annum which appears on Telerate Page 3750;
                        or

                  (B)   if no such rate appears, the arithmetic mean (round
                        upward to four decimal places) of the offered quotations
                        which appear on the relevant page (if any) on the
                        Reuters Monitor Money Rates Service (or such other
                        service as may replace the Reuter Monitor Money Rates
                        Service for the purpose of displaying London interbank
                        offered rates of leading banks); or

                  (C)   if no such rate appears on the Telerate Screen and one
                        only or no such offered quotation appears on the
                        relevant page of the Reuters Screen or there is no
                        relevant page on the Reuters Screen the arithmetic mean
                        (rounded upward to four decimal places) of the rates, as
                        supplied to the Agent at its request, quoted by the
                        reference Banks to leading banks in the London interbank
                        market,

                  at or about 11.00 am two Business Days before the first day of
                  the relevant interest period for the offering of deposits in
                  Sterling for a period comparable to the relevant interest
                  period.

                  For the purpose of this definition "TELERATE PAGE 3750" means
                  the display designated as "PAGE 3750" on the Telerate Service
                  (or such other page as may replace Page 3750 that service) or
                  such other service as may be nominated by the British Bankers'
                  Association Interest Settlement Rates for deposits in the
                  currency concerned.

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                  "MACHINERY" means the loose plant, machinery, tools, moulds,
                  dies, equipment and other like articles owned or used by the
                  Asset Vendor in connection with the relevant Business at the
                  date of Completion.

                  "MANAGEMENT ACCOUNTS" means the unaudited consolidated profit
                  and loss account of the Asset Vendor and the consolidated
                  unaudited profit and loss amount of Brilliant Holding
                  accounting period ended on, and the unaudited consolidated
                  balance sheet of the Asset Vendor and each member of the
                  Brilliant Group, in the agreed form as at 25 February 2000;

                  "MARLIN ASSETS" means the property and assets referred to in
                  clause 2.1 in relation to the Marlin Business.

                  "MARLIN BUSINESS" means the businesses of designing,
                  manufacturing, selling, distributing and importing of
                  commercial light fittings carried on by the Asset Vendor or
                  any member of the Vendor's Group under the name Marlin;

                  "MARLIN EMPLOYEES" means the employees ordinarily employed in
                  the Marlin Business as at the date of this Agreement whose
                  names are included in the Disclosed Documents subject to such
                  amendments before Completion as have been agreed by the
                  Purchaser.

                  "MARLIN NET ASSETS" means the amount of the net assets as
                  shown in respect of the Marlin Business constituting part of
                  the Completion Statement.

                  "MARLIN PROPERTY" means the property or properties short
                  particulars of which are set out in Section 1 of Part A of
                  Schedule 3 and a reference to the Marlin Property includes a
                  reference to the individual properties comprising the Marlin
                  Property and any part or parts of individual properties;

                  "MOTOR VEHICLES" means the motor vehicles owned or used by the
                  Asset Vendor in connection with the relevant Business at the
                  date of this Agreement subject to such amendments up to date
                  of Completion as have been agreed by the Purchaser;

                  "NOTARIAL DEED" means the deed notarising the agreement of the
                  Brilliant Shares to be delivered at Completion.

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                  "OFFICE EQUIPMENT" means the office equipment and furnishings
                  and other like articles owned or used by the Asset Vendor in
                  connection with the relevant Business at the date of
                  Completion.

                  "OPERATIONS" means the Businesses and the Brilliant (AG Group
                  Excluded) Business.

                  "PRE-COMPLETION CONTAMINATION" means Hazardous Substances
                  which are present prior to Completion at in on or under the
                  Properties or Former Properties or the migration of such
                  Hazardous Substances therefrom, whether before or after
                  Completion.

                  "PRE-SALE REORGANISATION" means the following steps to be
                  taken by the Vendor's Group prior to Completion:-

                  (a)   The sale by Brilliant Holding of the entire issue share
                        capital of First Square Management Limited to Emess Plc
                        for consideration of (pound)6,000;

                  (b)   The sale by Brilliant Holding of the entire issue share
                        capital of EITS (Hong Kong) Limited to Emess Plc for
                        consideration of Dm110,000;

                  (c)   The sale by Ecletec SA of the entire issue share capital
                        of Emess SCI for consideration of FF9,990;

                  (d)   If required, the transfer by Emess Group Trading Limited
                        of the Marlin business as a going concern to Emess Plc;

                  (e)   If required, intra-group transfer of shares in Brilliant
                        Holding to Emess Europe Limited, Emess Overseas Limited
                        and Emess Plc.

                  "PROPERTIES" means the property or properties short
                  particulars of which are set out in Part A of Schedule 3 and a
                  reference to the Emess Property or Marlin Property includes a
                  reference to the individual properties comprising the Emess
                  Property or the Marlin Property respectively and any part or
                  parts of individual properties.

                  "PURCHASER'S ACCOUNTANTS" means Ernst & Young of Apex Plaza,
                  Reading RG1 1YE.

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                  "PURCHASER'S GROUP" means the Purchaser and any subsidiary or
                  associated companies from time to time of the Purchaser (and
                  shall include each member of the Brilliant Group with effect
                  from the date of Completion and any reference to "MEMBER OF
                  THE PURCHASER'S GROUP" shall be construed accordingly.

                  "PURCHASER'S SOLICITORS" means DLA of 3 Noble Street, London
                  EC2V 7EE.

                  "REGULATORY AUTHORITY" means any legal person or body of
                  persons (including any government department or government
                  agency or court or tribunal) having jurisdiction to determine
                  any matter arising under Environmental Laws and/or relating to
                  the Environment.

                  "SHARES" means 50,000 fully-paid ordinary shares of 500 DM
                  each of Brilliant Holding comprising the whole of the issued
                  share capital of Brilliant Holding.

                  "STOCKS" means the stock of raw materials, partly finished and
                  finished goods acquired or produced exclusively in the course
                  of the relevant Business as at the date of Completion.

                  "TAXATION" OR "TAX" means as defined in part 1 of Schedule 10.

                  "TARGET GROUP" means the Brilliant Group, the Marlin Business
                  and the Emess Lighting Business.

                  "TARGET OWNERS" means the Asset Vendor and the Brilliant (AG
                  Group Excluded) Group.

                  "TAXES ACT" means Income and Corporation Taxes Act 1988;

                  "TRADE CREDITS" means the amounts due from the Asset Vendor in
                  connection with the Marlin Business and the Emess Lighting
                  Business at the date of Completion in respect of trade
                  creditors arising through normal business transactions
                  (whether or not yet payable).

                  "TRADE DEBTS" means the amounts due to the Asset Vendor in
                  connection with the Marlin Business and the Emess Lighting
                  Business at the date of Completion in respect of trade debtor
                  accounts arising through normal business transactions (whether
                  or not yet payable).

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<PAGE>   15

                  "TRANSFER REGULATIONS" means the Transfer of Undertakings
                  (Protection of Employment) Regulations 1981 (as amended), the
                  Acquired Rights Directive, and national legislation
                  implementing the Acquired Rights Directive in other EU member
                  states (other than the United Kingdom) and EEA territories.

                  "TWICKENHAM PROPERTY" means the property more particularly
                  described in the part 1 of Schedule 3.

                  "UK PROPERTIES" means such of the Properties as are located in
                  the United Kingdom.

                  "VATA" means Value Added Tax Act 1994.

                  "VENDOR'S ACCOUNTANTS" means BDO Stoy Hayward of 8 Baker
                  Street, London W1M 1DA.

                  "VENDOR'S GROUP" means the Vendor and any subsidiary or
                  associated companies from time to time of the Vendor but
                  excluding any member of the Brilliant Group with effect from
                  the date of Completion and any reference to "MEMBER OF THE
                  VENDOR'S GROUP" shall be construed accordingly.

                  "VENDOR'S SOLICITORS" means Ashurst Morris Crisp of Broadwalk
                  House, 5 Appold Street, London EC2A 2HA.

                  "VOLUNTARY REMEDIATION COSTS" means reasonable costs
                  (including reasonable legal and profession fees) incurred in:

                  (i)   undertaking the minimum works necessary to clean up,
                        investigate, monitor or remediate in relation to
                        Pre-Completion Contamination which are required in order
                        to avoid the incurring of Compulsory Remediation Costs
                        or Compulsory Contamination Penalties (the "Minimum
                        Works") PROVIDED that where there is any failure of the
                        Vendor and Purchaser to agree what constitutes such
                        works the determination of an independent environmental
                        consultant jointly appointed by the Vendor and Purchaser
                        as to what constitutes "Minimum Works" shall be binding;
                        and

                  (ii)  defending or resolving any Contamination Claim to the
                        extent the same relates to Pre-Completion Contamination;
                        and

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                  (iii) any losses suffered or incurred as a result of the
                        necessary relocation or cessation of Operations due to
                        the carrying out of the Minimum Works but excluding loss
                        of profits.

                  "WARRANTIES" means the warranties contained in Schedule 5.

1.2   In this Agreement, a reference to:

      (a)   a "subsidiary" or "holding company" shall be construed in accordance
            with section 736 of the Companies Act 1985 and a reference to
            "subsidiary undertaking" shall be construed in accordance with
            section 258 of the Companies Act 1985;
      (b)   "associated companies" shall be construed in accordance with section
            416 of the Income and Corporation Taxes Act 1988;
      (c)   a document in the "agreed form" is a reference to a document in a
            form approved and for the purpose of identification initialled by or
            on behalf of the parties or their solicitors;
      (d)   a statutory provision includes a reference to:
            (i)   the statutory provision as modified or re-enacted or both from
                  time to time before the date of this Agreement; and
            (ii)  any subordinate legislation made under the statutory provision
                  before the date of this Agreement;
      (e)   persons includes a reference to any body corporate, unincorporated
            association or partnership;
      (f)   a person includes a reference to that person's legal personal
            representatives and successors;
      (g)   a clause or Schedule, unless the context otherwise requires, is a
            reference to a clause of and Schedules to this Agreement;
      (h)   an agreement or other document is a reference to that agreement or
            document as from time to time supplemented or amended.

1.3   If a period of time is specified and dates from a given day or the day of
      an act or event, such period shall be calculated exclusive of that day.
1.4   The headings in this Agreement shall not affect the interpretation of this
      Agreement.
1.5   Reference in clause 7 and Schedule 5 to the knowledge, information, belief
      or awareness of any person shall be deemed to include any knowledge,
      information, belief or awareness which the person would have at the date
      hereof if the person had made all usual and reasonable enquiry of:
            (A)   in relation to the Warranties Michael Meyer, Nigel Singer and
                  Liz Richardson;
            (B)   in relation to the Warranties given with respect to the Marlin
                  Business only, Richard Harrison, Jerome Fester and Peter
                  Denny;
            (C)   in relation to the Warranties given with respect to Marlin BV
                  only, Dieter Kuenen and Ernie Tijssen;
            (D)   in relation to the Warranties given with respect to the
                  Brilliant (AG Group Excluded) Group only Friederich-Wilhelm
                  Wentrot and Timm Grotheer;
            (E)   in relation to the Warranties given with respect to Eclatec SA
                  only Daniel Serra and Sandrine Naumann;

                                     - 16 -
<PAGE>   17

            (F)   in relation to the Warranties given with respect to the Emess
                  Lighting Business only, Lee Hudson Charles Klass, Norman Levin
                  and Bill Swindon into the subject matter of that Warranty.

1.6       References to any English legal term for any action, remedy, method of
          judicial proceeding, legal document, legal status, court, official or
          any legal concept or things shall in respect of any jurisdiction other
          than England be deemed to include what most nearly approximates in
          that jurisdiction to the English legal term.

2.       SALE AND PURCHASE

2.1      In accordance with and subject to the provisions of this Agreement, the
         Vendor shall with full title guarantee sell or procure the sale of, and
         the Purchaser or an Affiliated Company or Affiliated Companies (a
         "RELEVANT PURCHASER") of the Purchaser nominated by it shall purchase,
         with effect from Completion (i) the entire legal and beneficial
         interest in Shares and each accrued benefit and right attaching to the
         Shares at Completion free of any Encumbrance and together with all
         dividends declared after the Latest Accounting Date (other than the
         dividends declared in respect of Brilliant AG on on or about 14 March
         2000); (ii) the Marlin Business as a going concern and the Marlin
         Assets as at the date of Completion free from all Encumbrances; and
         (iii) the Emess Lighting Business as a going concern and the Emess
         Assets as at the date of Completion free from all Encumbrances (except,
         in the case of the Properties, the Subsisting Interests as defined in
         Part B of Schedule 3 or any encumbrances to which the sale of the
         Property is subject by Schedule 3) which, in respect of each of the
         Marlin Business and Emess Lighting Business comprises:

         (a)      the benefit of each Contract (subject to the burden attaching
                  to each of them);
         (b)      the Fixed Plant;
         (c)      the Goodwill;
         (d)      the Business Intellectual Property Rights;
         (e)      the Know-How;
         (f)      the Machinery;
         (g)      the Motor Vehicles;
         (h)      the Office Equipment;
         (i)      the Properties;
         (j)      the Stocks;
         (k)      the Trade Debts and all cheques, bills, notes and securities
                  for the Trade Debts;
         (l)      the benefit of any sum to which the Asset Vendor are entitled
                  either from third parties or insurers in respect of damage or
                  injury to any of the Marlin Assets or the Emess Assets other
                  than any sum expended before Completion in making good the
                  damage or injury;
         (m)      all other property and assets of the Asset Vendor used
                  exclusively in connection with the Emess Lighting Business or
                  the Marlin Business (whether in or about the Properties or
                  otherwise), other than the Excluded Assets.

2.2      Nothing in this Agreement shall have the effect of transferring any
         trade name or other rights in Intellectual Property whatsoever in or
         including the words or the names "EMESS", "Emess" (save to the extent
         permitted in clause 16) and "Cresswell" (save to the extent permitted
         under the Cresswell Licence) in any of their variation. Save provided
         in clause 16

                                     - 17 -
<PAGE>   18

         the Purchaser shall, and shall procure that no member of the
         Purchaser's Group shall, either alone or jointly with, through or as
         manager, adviser, consultant or agent for any person, directly or
         indirectly, use the names of "EMESS" and "Emess" and "Cresswell" (save
         to the extent permitted under the Creswell Licence) or any other name
         intended or likely to be confused with any such name (save to the
         extent permitted under the Cresswell Licence).

2.3      Risk in, title to and possession and use of the Marlin Assets and Emess
         Assets shall pass to the Purchaser or, as the case may be, to the
         relevant member of the Purchaser's Group upon and with effect from
         Completion. The Vendor undertakes to maintain in place until Completion
         all existing insurance policies or policies relating to the Marlin
         Business and Emess Lighting Business.

3.       CONDITIONS

3.1      Completion is subject to and conditional upon:

         (a)      the due convening of a general meeting of the Vendor and the
                  passing at that meeting of a resolution to approve the
                  transactions to be entered into pursuant to this Agreement;

         (b)      the Secretary of State for Trade and Industry confirming in
                  terms reasonably satisfactory to the Purchaser that it is not
                  his intention to refer any of the transactions contemplated
                  hereby or matters arising therefrom to the Competition
                  Commission in exercise of his powers under the Fair Trading
                  Act 1973;

         (c)      all applicable waiting periods (and any extensions thereof)
                  under the Hart-Scott-Rodino Antitrust Improvements Act of
                  1976, as amended, shall have expired or otherwise been
                  terminated;

         (d)      One of the following having taken place:

                  (i)      receipt of a notice or a decision from the German
                           Federal Cartel Office ("FCO") that the prohibition
                           requirements of S36(1) of the German Act against
                           Restrictions of Competition ("ARC") are not fulfilled
                           in relation to the transactions contemplated hereby;
                           or
                  (ii)     expiry of the one month time limit laid down in
                           S40(1) ARC without the parties having been notified
                           by the FCO that the FCO have entered into an
                           examination of the transactions contemplated hereby;
                           or
                  (iii)    expiry of the four months time limit (or any
                           extension thereof) as laid down in S40(2) ARC without
                           the FCO having issued a prohibition order in relation
                           to the transactions contemplated hereby.

3.2      The Vendor shall use its reasonable endeavours to procure the
         fulfilment of the Condition set out in clause (a) and assist in the
         fulfilment of Conditions (b) to (d) (inclusive) as soon as possible and
         in any event before 30 June 2000.
3.3      The Purchaser shall use its reasonable endeavours to procure the
         fulfilment of Conditions set out in clause(s) (b) to (d)(inclusive) as
         soon as possible and in any event before 30 June 2000.
3.4      If at any time the Vendor or the Purchaser becomes aware of any
         circumstances that may give rise to non-fulfilment of any of the
         Conditions, that party shall immediately give to the other party
         written particulars of those circumstances and the Vendor and the
         Purchaser shall co-operate fully with a view to procuring fulfilment of
         the relevant Condition(s) in a prompt manner.
3.5      The Purchaser may at any time waive in writing any of the Conditions
         set out in clause(s) (b) to (d) (inclusive) and such waiver may be made
         subject to such terms and conditions as are determined by the Purchaser
         (acting reasonably).

                                     - 18 -
<PAGE>   19

3.6      If the Conditions (which have not previously been waived pursuant to
         clause 3.5) have not been fulfilled on or before 12 noon on the date
         set for Completion in clause 5.1 then on that date the Purchaser may at
         its option by notice in writing to the Vendor elect to postpone the
         date for Completion to a date to be agreed with the Vendor but falling
         not more than 20 Business Days after the date set for Completion in
         clause 5.1;
3.7      If the Purchaser elects to postpone the date for Completion in
         accordance with clause 3.6 then the provisions of this Agreement shall
         apply as if the date set for Completion in clause 5.1 were the date to
         which Completion is so postponed.
3.8      In the event that the Conditions have not been fulfilled or waived or
         postponed in accordance with this clause 3 by 30 June 2000 (or as may
         be agreed between the parties) then all rights and obligations of the
         parties under this Agreement (other than clauses 3.2 and 3.3 (as the
         case may be), 15, 17, 18, 21, 23 and 24) shall cease to have effect
         immediately and no party shall have any liability under the provisions
         of this Agreement (without prejudice to any provisions necessary for
         the interpretation of this Agreement or to the rights of any party
         hereto in respect of antecedent breaches) provided that the exclusivity
         agreement dated 7 March 2000 between the parties shall remain in full
         force and effect save where this Agreement has not become unconditional
         due to the failure by the Purchaser to satisfy or waive the Conditions
         set out in clauses 3.1.2 to 3.1.4 the Vendor shall have terminated this
         Agreement in accordance with its terms.

4.       CONSIDERATION
4.1      The Consideration payable by the Purchaser to the Vendor for the Shares
         and the Marlin Business and the Marlin Assets and Emess Lighting
         Business and Emess Assets (the "CONSIDERATION") shall be aggregate of:-

         (A)      the sum of (pound)81,000,000 less the Emess Lighting Loyalty
                  Bonus and an amount equal to the Intercompany Indebtedness
                  (subject to adjustment as provided in clauses 4.2 and 4.3) and
                  shall be allocated among the Shares, the Marlin Business, the
                  Marlin Assets, the Emess Lighting Business and the Emess
                  Assets as set out in the Apportionment Schedule; and
         (B)      the assumption by the Purchaser of the Trade Credits.

         To the extent that the portion of the Consideration attributable to the
         Shares, the Marlin Business, the Marlin Assets, the Emess Lighting
         Business and/or the Emess Assets is adjusted as provided in clauses 4.2
         or 4.3, the apportionment specified in the Apportionment Schedule
         shall, subject to clause 4.4, be adjusted as agreed between the parties
         and failing agreement on a pro rata basis to reflect the apportionments
         specified in the Completion Statement.

4.2      If the aggregate of the Marlin Net Assets and the consolidated net
         assets of the Brilliant Group as shown in the Completion Statement
         calculated in accordance with clause 6 and Schedule 6 shall be less
         than US$74,380,000, the Vendor shall repay to the Purchaser the amount
         of the shortfall. The Consideration shall not be adjusted upwards.
4.3      If the Emess Lighting Net Assets as shown in the Completion Statement
         calculated in accordance with clause 6 and as set out in Schedule 6:

         (a)      exceed US$15,000,000 the Purchaser shall pay or procure the
                  payment to the Vendor the amount of the excess; and

                                     - 19 -
<PAGE>   20

         (b)      are less then US$15,000,000 the Vendor shall repay to the
                  Purchaser the amount of the shortfall.

4.4      For the purposes of the Apportionment Schedule, the Vendor and the
         Purchaser agree that the amount of the Consideration to be allocated
         to:
                  (A)      the Emess Lighting Business and Emess Assets shall be
                           US$9,000,000; and
                  (B)      the Business Intellectual Property attributable to
                           the Marlin Business shall be US$5,000,000;

                  and, for the avoidance of doubt, if any or both of the
                  attributed values specified in (a) and/or (b) above (an
                  "ATTRIBUTED VALUE") differ from the value which such Business
                  or Asset or Business Intellectual Property would otherwise
                  have had there been no attribution pursuant to this clause 4.4
                  (an "ACTUAL VALUE"), the difference between the Attributed
                  Value and the Actual Value shall not be construed as an
                  adjustment to the Consideration payable under this clause 4
                  but shall instead be allocated to the other Assets or
                  Businesses or the Shares in such manner as agreed by the
                  Vendor and the Purchaser.

4.5      The Purchaser shall pay the Vendor the sum of (pound)81,000,000 less
         the Emess Loyalty Bonus and an amount equal to the Intercompany
         Indebtedness on 3 July 2000 (or the date of Completion if later) on
         account of the Consideration payable in accordance with clause 4.1.
4.6      On 3 July 2000 (or the date of Completion if later) the Purchaser shall
         procure that each of the relevant members of the Brilliant Group repay
         to the relevant member of the Vendor's Group the amount of the
         Intercompany Indebtedness attributable to it in the Indebtedness
         Schedule.
4.7      The Vendor shall indemnify the Purchaser and each member of the
         Brilliant Group against all losses, liabilities and costs which the
         Purchaser or any member of the Brilliant Group may incur arising out of
         or in connection with any Indebtedness other the Intercompany
         Indebtedness.
4.8      If a party fails to pay any sum due and payable by it under this
         Agreement on the due date of payment in accordance with the terms of
         this Agreement, the party shall pay interest on the sum from the due
         date until the date upon which the obligation of the party to pay the
         sum is discharged at the rate of 2 per cent. per annum above LIBOR
         (whether before or after judgment).
4.9      Any payment to be made under this clause shall be made by banker's
         draft on the branch of a London clearing bank or by telegraphic
         transfer to such account as shall be notified by the party due to
         receive the payment to the other party not later than two Business Days
         before the date of the payment. Any payment to the Vendor shall be made
         to the Vendor's Solicitors Client Account at National Westminster Bank
         Plc, Bishopsgate Business Centre, P.O. Box 34, 15 Bishopsgate, London
         EC2P 2AP account number 00404241, sort code 50-00-00. Any payment made
         pursuant to clauses 4.2 and/or 4.3 shall be made in US Dollars and
         shall be made within 5 Business Days after agreement of determination
         of the Completion Statement in accordance with clause 6. Any payment
         made by the Purchaser to the Vendor or the Vendor's Solicitors shall be
         a good discharge to the Purchaser and each member of the Brilliant
         Group (and those on whose behalf such payment is made) and neither the
         Purchaser nor any member of the Brilliant Group (and those on whose
         behalf

                                     - 20 -
<PAGE>   21

         such payment is made) shall not be obliged to see to the application
         between the Vendors and members of the Vendor's Group.

5.       COMPLETION

5.1      Completion shall take place at the offices of the Vendor's Solicitors
         on 30 June 2000 or such other date in accordance with clause 5.4 or as
         the parties may agree following satisfaction or waiver of the
         Conditions.
5.2      At Completion effective control of the Emess Lighting Business and
         Marlin Business and the Shares shall pass to the Purchaser or as it may
         nominate and the Vendor shall:

         (a)      deliver to the Purchaser evidence in a form reasonably
                  satisfactory to the Purchaser (whether by way of a certificate
                  of the Vendor's Solicitors or otherwise) of satisfaction of
                  the Condition set out in clause (a);
         (b)      complete the sale of the Properties in accordance with the
                  provisions of Part B of Schedule 3 (it being acknowledged that
                  completion of the sale of certain Properties may not take
                  place at Completion);
         (c)      give possession to the Purchaser or as it may nominate of
                  those Marlin Assets and Emess Assets which are transferable by
                  delivery;
         (d)      execute and deliver to the Purchaser or as it may nominate
                  Cresswell Licence and the Intellectual Property Assignment;
         (e)      deliver to the Purchaser or as it may nominate a release or
                  certificate of non-crystallisation in the form reasonably
                  satisfactory to the Purchaser in respect of any Encumbrance
                  affecting any of the Marlin Assets and Emess Assets;
         (f)      (if requested by the Purchaser in writing prior to the date
                  hereof) deliver to the Purchaser or as it may nominate in a
                  form reasonably acceptable to the Purchaser duly executed
                  assignments or bills of sale or otherwise vest in the
                  Purchaser those Marlin Assets and Emess Assets which are not
                  transferable by delivery including, without limitation the
                  Intellectual Property Assignments;
         (g)      deliver to the Purchaser the Business Records;
         (h)      deliver or procure delivery to the Purchaser each item
                  specified in Schedule 9;
         (i)      ensure that at Completion the directors of each of Brilliant
                  Holding and the Brilliant Subsidiaries excluding Brilliant AG
                  and its subsidiaries hold such meetings of the shareholders
                  and directors as may be required:
                  (i)      vote in favour of the registration of the Purchaser
                           or its nominee(s) as member(s) of that company in
                           respect of the Shares (subject to the production of
                           properly stamped transfers);
                  (ii)     change that company's registered office to a place
                           nominated by the Purchaser;
                  (iii)    change that company's accounting reference date to a
                           date nominated by the Purchaser;
                  (iv)     appoint persons nominated by the Purchaser as
                           directors, secretary and auditors of that company
                           with effect from the end of the meeting; and
                  (v)      revoke each existing mandate given by that company
                           for the operation of its bank accounts and pass the
                           resolutions contained in new mandate(s) giving
                           authority to persons nominated by the Purchaser.

         (j)      ensure that Marlin B.V. acknowledges the transfer of its
                  shares to the Purchaser and that the transfer of the shares
                  will be recorded in the shareholders register;


                                     - 21 -
<PAGE>   22

         (k)      procure that the Management Board of Eclatec SA shall meet to
                  convene a general ordinary shareholders' meeting that will
                  appoint new members of the Supervisory Board;
         (l)      pay or procure the repayment to the relevant member of the
                  Brilliant Group of any Brilliant Receivable; and
         (m)      pay or procure the repayment of the Indebtedness other than
                  the Intercompany Indebtedness.

5.3      At or as soon as practicable after Completion, the parties shall take
         all reasonable steps including the execution of documents to transfer
         to the Purchaser all rights of the Vendor or any member of the Vendor's
         Group in domain names included in the Business Intellectual Property
         Rights.

5.4      At Completion the Purchaser shall:

         (a)      deliver to the Vendor (in a form satisfactory to the Vendor in
                  its absolute discretion) a copy of:
                  (i)      an irrevocable instruction to its bank to pay the
                           amount specified in clause 4.5 in accordance with
                           clause 4.9; and
                  (ii)     the Purchasers contract(s) to buy pounds sterling in
                           an amount equal to the consideration payable in
                           accordance with clause 4.5; and
                  (iii)    the Purchasers banks letter of commitment to pay the
                           full amount of the consideration payable in
                           accordance with clause 4.5,

                  and if the Purchaser fails to provide the documents referred
                  to in this clause (a) or if the documents are not in a form
                  that is satisfactory to the Vendor, the Vendor shall be
                  entitled to postpone the date of Completion to 3 July 2000 in
                  which event all the provisions of this clause 5 shall operate
                  as drafted save that this clause 5.4.1 shall be deemed amended
                  so that the Purchasers' obligations to satisfy the
                  consideration under clause 4.5 and repay the Intercompany
                  Indebtedness under clause 4.6 shall arise at Completion as
                  postponed to 3 July 2000;
         (b)      deliver to the Vendor the Cresswell Licence duly executed by
                  the relevant member of the Purchaser's Group;
         (c)      deliver to the Vendor the Intellectual Property Assignments
                  duly executed by the relevant member of the Purchaser's Group;
         (d)      deliver to the Vendor the Assumption of Liability Agreement,
                  duly executed by the Purchaser or the relevant member of the
                  Purchaser's Group.
5.5      On 3 July 2000 (or the date of Completion if later) the Purchaser shall
         pay the amounts specified in clauses 4.5 and 4.6 in accordance with its
         clause 4 or this clause 5 (as appropriate).
5.6      The Vendor and the Purchaser or their duly authorised representatives
         shall execute a notarial deed in the form of a notary public assigning
         title to the Shares from the Vendor to the Purchaser or its nominee
         effective as of the date of Completion, where the same is required by
         the jurisdiction governing such assignment.
5.7      The Purchaser shall not be obliged to complete this Agreement unless:
         (a)      the Vendor complies in all material respects with all its
                  obligations under clause 5; and

                                     - 22 -
<PAGE>   23

         (b)      the purchase of all of the Shares and the Marlin Assets and
                  Emess Assets is completed simultaneously (but so that if the
                  Purchaser exercises its option pursuant to clause 5.8
                  completion of the purchase of some of the Shares and/or the
                  Marlin Assets and Emess Assets will not affect the rights of
                  the Purchaser with respect to the others).

5.8      Subject to clause 3.8 if Completion does not take place on the date set
         for Completion in clause 5.1 as a result of the Vendor failing to
         comply fully with any of its obligations under clause 5, the Purchaser
         may at its option (but without prejudice to any other right or remedy
         it may have) by notice in writing to the Vendor elect to proceed to
         Completion in so far as reasonably practicable.

6.       COMPLETION STATEMENT AND ADJUSTMENTS TO PURCHASE PRICE
6.1      As soon as possible after Completion the Purchaser shall prepare a
         statement (the "Statement") showing:
         (a)      as at the close of business on date of Completion the Marlin
                  Net Assets and the Emess Net Assets in accordance with the
                  principles referred to in clause 6.2;
         (b)      a consolidated profit and loss account of the Brilliant Group
                  for the period starting on the day after the Latest Accounting
                  Date and ending close of business on the date of Completion
                  and a consolidated balance sheet of the Brilliant Group as at
                  the date of Completion and all attached notes prepared in
                  accordance with the principles referred to in clause 6.3; and
                  during the preparation of the Statement the Vendors
                  Accountants shall be consulted as appropriate.

6.2      Except as provided in Schedule 6 (which, in the event of any conflict,
         shall override the provisions of this clause 6.2), the Marlin Net
         Assets and the Emess Net Assets shall be calculated and the profit and
         loss account, balance sheet and notes shall be prepared on a basis
         consistent with the same accounting principles, policies and practices
         that are normally adopted in the preparation of the Business Accounts
         and otherwise prepared in accordance with the requirements of generally
         accepted accounting principles in the United Kingdom.
6.3      Except as provided in Schedule 6 (which, in the event of any conflict,
         shall override the provisions of this clause 6.3), the accounts
         referred to in clause (b) in relation to each member of the Brilliant
         Group shall be prepared on a basis consistent with and using the same
         accounting principles, policies and practices, that are normally
         adopted in the preparation of the Brilliant Accounts and otherwise
         prepared in accordance with the requirements of generally accepted
         accounting principles in the United Kingdom.
6.4      The Purchaser shall or shall procure that within 30 days after
         Completion there is submitted to the Vendor the Statement and working
         papers prepared in accordance therewith. The Vendor shall or shall
         procure that within 30 days of receipt of the Statement and working
         papers it or the Vendor's Accountants on its behalf certify whether or
         not they agree with the Statement. The Purchaser shall procure that the
         Vendor and the Vendor's Accountants are given all such assistance and
         access to all such information as they may reasonably require in order
         to enable them to prepare their certificate for the purposes of this
         clause 6.4.
6.5      If the Vendor or the Vendor's Accountants certify their agreement with
         the Statement, it shall constitute the Completion Statement. If the
         Vendor or the Vendor's Accountants certify that they disagree with the
         Statement, then the provisions of clause 6.6 shall apply and the
         decision of the independent firm of chartered accountants produced in
         accordance with

                                     - 23 -
<PAGE>   24

         clause 6.6 shall constitute the Completion Statement. If the Vendor nor
         the Vendor's Accountants do not give the Purchaser the certificate
         required by clause 6.4 within the prescribed time limit, the statement
         shall constitute the Completion Statement, provided always that, in the
         event that the time limits prescribed in this clause 6 are varied by
         written agreement between the parties to this Agreement, the provisions
         of this clause 6 shall apply as if the varied dates were those
         prescribed hereunder.
6.6      If any dispute arises between the parties as to the amount of
         consideration payable under clause 4 or between the Vendor or the
         Vendor's Accountants and the Purchaser or the Purchaser's Accountants
         as to any matter to be included in the Completion Statement either
         party may give notice that a dispute exists (a "DISPUTE NOTICE") to the
         other party and if the parties have not resolved the dispute within 10
         Business Days of the date of receipt of the Dispute Notice by the other
         party, the following provisions shall apply. Either party may refer the
         dispute to an independent firm of chartered accountants agreed by the
         parties or in default of agreement within 20 Business Days of the date
         of the Dispute Notice, an independent firm of chartered accountants
         nominated by the President for the time being of the Institute of
         Chartered Accountants in England and Wales (the "EXPERT"), with a
         request that the Expert make a decision on the dispute within 20
         Business Days of receiving the reference. In any reference, the Expert
         shall act as an expert and not as an arbitrator. The decision of the
         Expert shall, in the absence of fraud or manifest error, be final and
         binding on both parties. The costs of the Expert shall be borne equally
         by the parties.

7.       WARRANTIES
7.1      The Vendor warrants to the Purchaser in the terms of the Warranties.
         Each of the Warranties shall be deemed to have been repeated
         immediately prior to Completion by reference to the facts then
         existing.
7.2      The Vendor acknowledges that the Purchaser is entering into this
         Agreement in reliance upon each of the Warranties.
7.3      The Warranties shall be qualified by reference to those matters fairly
         disclosed in the Disclosure Letter. A matter shall only be regarded as
         having been fairly disclosed in relation to any document received by
         the Purchaser or its advisers after 5 pm on Tuesday, 23 May 2000 if the
         importance of the matter has been brought to the attention of the
         Purchaser in the Disclosure Letter.
7.4      Save in respect of any rights the Vendor may have against the
         directors, employees, agents or advisers of the Target Group in respect
         of fraud or fraudulent concealment the Vendor agrees with the Purchaser
         that it shall waive and not enforce any right which it may have in
         respect of any misrepresentation, inaccuracy or omission in or from any
         information or advice supplied or given by any officer, employee or
         adviser of or to the Target Group for the purpose of assisting the
         Vendor to give any of the Warranties or to prepare the Disclosure
         Letter.
7.5      Each of the Warranties shall be construed separately and independently
         and (save where expressly provided to the contrary) shall not be
         limited or restricted by reference to any of the other Warranties.
7.6      During the period beginning on the execution of this Agreement and
         ending on the date of Completion the Vendor shall and shall procure
         that each members of the Vendor's Group shall comply with the
         provisions of Schedule 7 and the Vendor shall not and shall procure
         that no member of the Vendor's Group or their respective officers or
         employees shall, do or allow any act or omission which would constitute
         a breach of any of the Warranties if the Warranties were given at any
         time up to the date of Completion.

                                     - 24 -
<PAGE>   25

7.7      The only Warranties given by the Vendor in respect of or relating to
         the Marlin Property are contained in paragraph 7 of part 1 of Schedule
         5 and the only Warranties given by the Vendor in respect of or relating
         to environmental matters are contained in paragraph 8 of part 1 of
         Schedule 5 and the only Warranties given by the Vendor in respect of or
         relating to the tax are contained in paragraph 4 of Part 1 of Schedule
         5 and Part 2 of Schedule 10.
7.8      The Purchaser warrants to the Vendor in the following terms (which
         shall remain in full force and effect after Completion):

         (A)      ORGANISATION
         The Purchaser is a corporation duly organised, validly existing and in
         good standing under the laws of the State of Oklahoma and has the
         corporate power to carry on its business as it is now being conducted
         or presently proposed to be conducted.

         (B)      AUTHORISATION
         The Purchaser has all requisite corporate power to enter into and
         perform this Agreement, each document to be executed by the Purchaser
         at or before Completion and the transactions and matters contemplated
         thereby and has taken all necessary action to authorise the entry into
         and performance of, and has obtained all applicable governmental,
         statutory, regulatory or other consents, licences, waivers or
         exemptions required to empower it to enter into and perform, this
         Agreement, each document to be executed by the Purchaser at or before
         Completion and the transactions and matters contemplated thereby.

         (C)      PROPERTY EXECUTION
         The Purchaser's obligations under this agreement and each document to
         be executed at or before Completion are or when the relevant document
         is executed, will be enforceable in accordance with their terms, except
         as the same may be limited by (i) bankruptcy, insolvency,
         re-organisation, moratorium or similar laws now or hereafter in effect
         relating to creditors rights generally; and (ii) general equitable
         principles.

8.       INDEMNITIES
8.1      Subject to the limitations below the Vendor shall fully and effectively
         indemnify and keep indemnified the Purchaser's Group and any member of
         the Brilliant (AG Group Excluded) Group against:-

         (A)      Compulsory Remediation Costs and Compulsory Contamination
                  Penalties;
         (B)      Voluntary Remediation Costs.

8.2      [Clause not used.]

8.3      The Purchaser shall inform the Vendor in writing of any Pre-Completion
         Contamination of which the Purchaser has become aware and any
         circumstances or state of affairs including any Contamination Claim
         giving reasonable details of the same which indicates the Vendor may
         incur liability under 8.1 above giving full written particulars of the
         same within 21 days of the Purchaser becoming aware of the same
         PROVIDED that no notification under this

                                     - 25 -
<PAGE>   26

         clause shall be effective to the extent that it is a general
         notification that does not relate to and provide details of a specific
         issue of actual Pre-Completion Contamination;

8.4      No claim under the indemnity at 8.1 above shall be permitted to the
         extent that:-
         (A)      the claim arises from any act or omission of the Purchaser's
                  Group which is not in the ordinary course of business of the
                  relevant company;
         (B)      the claim arises as a result of any change in use or
                  development of a Property or any voluntary investigation by or
                  on behalf of the Purchaser's Group (the cost of which is not
                  covered by this Environmental Indemnity), any Affiliated
                  Company and any member of the Brilliant (AG Group Excluded)
                  Group of the state and condition of the soil or groundwater at
                  such Properties;
         (C)      the Purchaser's Group is entitled to recover sums otherwise
                  recoverable under the Environmental Indemnity from any other
                  party;
         (D)      it is limited by the application of clause 9.2 of this
                  Agreement;
         (E)      the claim is in relation to Hazardous Substances which are not
                  Pre-Completion Contamination;
         (F)      the claim is increased by or arises as a result of the
                  Purchaser, any Affiliated Company and any member of the
                  Brilliant  Group failing to take all reasonable steps to
                  mitigate the claim or to comply with the provisions of this
                  Environmental Indemnity and/or the Agreement;
         (G)      the claim arises or is increased by any change in
                  Environmental Law or remediation standards from those in force
                  or followed as at the date of this Agreement;

8.5      No claim under the indemnity at 8.1 above shall be permitted if:-
         (A)      notice is given pursuant to 8.3 above in respect of a Property
                  more than four years after the date of Completion and in
                  relation to Former Properties more than six years after the
                  date of Completion;
         (B)      the matter in question has been disclosed to any Regulatory
                  Authority or third party by the Purchaser's Group or its
                  agents (save where disclosure is required under the
                  Environmental Law);

8.6      Save to the extent the Operations or a member of the Brilliant (AG
         Group Excluded) Group would be materially prejudiced, in which case the
         Purchaser shall retain conduct subject to the Vendor accepting, subject
         to the terms and limitations of this Environmental Indemnity, liability
         in relation to any matter for which notice is given pursuant to 8.3
         above, the Vendor may at its absolute discretion assume sole conduct of
         any actual or potential Contamination Claim (and any claim arising
         against any third party in relation to the same matter (for the
         purposes of this sub-clause (a "Third Party Claim")) provided that the
         Vendor keeps the Purchaser informed of the conduct of any such
         Environmental Claim or Third Party Claim and complies with the
         reasonable requests of the Purchaser in relation to the conduct of the
         same;
8.7      Save to the extent where the Operations or a member of the Brilliant
         (AG Group Excluded) Group would be materially prejudiced, in which case
         the Purchaser shall retain conduct subject to the Vendor accepting,
         subject to the terms and limitations of this Environmental Indemnity,
         liability in relation to any matter for which notice is given pursuant
         to 8.3 above, the Vendor may at its absolute discretion assume sole
         conduct of any works which will give rise to Voluntary Remediation
         Costs or Contamination Claim (and any claim arising against any third
         party in relation to the same matter (for the purposes of this
         sub-clause a "Third Party Claim")) provided that the Vendor keeps the
         Purchaser informed of the conduct of any

                                     - 26 -
<PAGE>   27

         such Minimum Works and Third Party Claim and complies with the
         reasonable requests of the Purchaser in relation to the conduct of the
         same;
8.8      Where the Vendor does not assume conduct under 8.6 or 8.7 above, the
         Purchaser shall be obliged, in relation to any proposed works for which
         a claim for Voluntary Remediation Costs may arise, to obtain the
         agreement of the Vendor that the proposed works constitute the Minimum
         Works before commencing any such works and in the event of a failure to
         obtain agreement, then the Vendor and the Purchaser shall jointly
         appoint an independent environmental consultant to determine what
         constitutes the Minimum Works whose determination thereof shall be
         binding on the parties.
8.9      The Vendor shall fully indemnify and keep indemnified the Purchaser and
         each member of the Purchaser's Group against any liability, loss,
         damage, penalty, cost or expense (including any reasonable legal and
         other professional fees) incurred in defending or resolving any actions
         or claims (civil or criminal) or in appealing against any judgment,
         notice or award which are suffered or incurred by the Purchaser or any
         member of the Purchaser's Group which arise out of:-
         (a)      any re-organisation of the corporate structure of the Vendor's
                  Group prior to Completion;
         (b)      the attachment of CE quality mark stickers attached to lamps
                  manufactured by Marlin Lighting B.V;
         (c)      any action taken by the ING Bank to crystallise its right to
                  have a lien on the machinery and goods of the Marlin Lighting
                  B.V. as a result of the repayment of any inter-company
                  indebtedness;
         (d)      any right of Mr Levin to subscribe for or sell any interest in
                  the shares of Brilliant (Aust) Pty Limited.

9.       LIMITATIONS ON THE VENDOR'S LIABILITY
9.1      The Vendor shall have no liability whatsoever in respect of any
         Relevant Claim save in relation to any claim under the Tax Schedule
         unless and until the amount that would otherwise be recoverable from
         the Vendor in respect of that Relevant Claim, when aggregated with any
         other amounts so recoverable in respect of other Relevant Claims,
         exceeds an aggregate threshold of US$1,000,000 in which event all
         Relevant Claims including Relevant Claims previously notified, shall be
         recoverable.

9.2      The aggregate liability of the Vendor in respect of all Relevant Claims
         which for the purposes of this clause shall include any claim under the
         Environmental Indemnity shall not exceed the aggregate of the
         consideration payable under the provisions of clause 4.1.

9.3      The Vendor shall have no liability for any Relevant Claim unless notice
         in writing of the Relevant Claim (stating in reasonable detail the
         nature of the Relevant Claim including an estimate of the amount of
         such claim if practicable) has been given to the Vendor (i) in the case
         of a claim under the Tax Schedule or a Warranty relating to Tax on or
         before the seventh anniversary of the date of Completion; and (ii) in
         the case of any other Relevant Claim, on or before the second
         anniversary of the date of Completion.

9.4      In respect of clause 9.3 the Vendor shall have no liability for any
         such Relevant Claim (other than a claim under the Tax Schedule or the
         Warranties relating to Tax in respect of the sale of Shares) unless (if
         it has not been previously satisfied, settled or withdrawn) legal
         proceedings have been instituted in respect of such claim by the due
         service of process on the Vendor within six months of the date of
         receipt of the written notice of the Relevant Claim.

                                     - 27 -
<PAGE>   28

9.5      For the purposes of clause 9, "RELEVANT CLAIM" means any claim by an
         Indemnified Person in respect of breach of any of the Warranties or any
         claim made under the terms of the Tax Schedule.
9.6      No liability shall attach to the Vendor in respect of any claim under
         the Tax Schedule to the extent that sums in respect of the matter
         giving rise to the claim have been recovered under the Warranties and
         no liability shall attach to the Vendor in respect of any claim under
         or in connection with the Warranties to the extent that sums in respect
         of the matter giving rise to the claim have been recovered under the
         Tax Schedule.
9.7      No liability (whether in contract, tort or otherwise) shall attach to
         the Vendor in respect of any claim under the Warranties other than the
         Warranties relating to Tax in respect of the sale of the Shares to the
         extent that:
         (a)      the claim or the events giving rise to the claim would not
                  have arisen but for an act, omission or transaction of the
                  Purchaser's Group otherwise than (i) in the ordinary and
                  proper course of the business of the Target Group or (ii) an
                  act of the Purchaser or any member of the Purchaser's Group at
                  the request of the Vendor or any member of the Vendor's Group;
         (b)      the claim is based upon a liability which is contingent only,
                  unless and until such contingent liability becomes an actual
                  liability (provided that nothing in this clause shall prevent
                  notice being given of any Relevant Claim);
         (c)      provision or reserve shall have been made in the Accounts or
                  the Completion Statement in respect of the matter giving rise
                  to the claim;
         (d)      the claim would not have occurred but for or the amount
                  thereof is increased as a result of:
                  (i)      any change in the accounting principles or practices
                           of the Purchaser's Group introduced or having effect
                           after the date of Completion unless the same is
                           introduced to bring the accounting principles and the
                           practices into line with generally accepted
                           accounting principles and practices in the relevant
                           jurisdiction in relation to a business of the type
                           carried on by any member of the Brilliant Group; or
                  (ii)     any increase in the rates of taxation made after the
                           date hereof; or
                  (iii)    any change in law or regulation or in its
                           interpretation or administration by the courts of any
                           relevant jurisdiction, by the Inland Revenue, the
                           Internal Revenue Service or by any other fiscal,
                           monetary or regulatory authority (whether or not
                           having the force of law) within the relevant
                           jurisdictions;
         (e)      the loss or damage giving rise to the claim is recoverable by
                  any member of the Purchaser's Group under any policy of
                  insurance after deduction of the reasonable costs of recovery
                  of the Purchaser or any member of the Purchaser's Group and
                  for such purposes, the Purchaser's Group shall be obliged to
                  use its reasonable endeavours to make such recovery under all
                  available policies of insurance provided that this provision
                  shall not apply to the extent that the relevant member of the
                  Purchaser's Group shall not have recovered under any policy of
                  insurance within 6 months of the date that notice of the
                  Relevant Claim is given to the Vendor;
         (f)      the claim relates to a claim or liability for Taxation and
                  would not have arisen but for any winding-up or cessation
                  after Completion of any of the Businesses or part of it except
                  to the extent that such winding-up or cessation is occasioned
                  by the facts or circumstances giving rise to one or more
                  claims under the Warranties.
         (g)      No liability will arise and no claim may be made under any of
                  the Warranties to the extent that the matter giving rise to
                  such claim is remediable unless within period of

                                     - 28 -
<PAGE>   29

                  30 Business Days following the Purchaser becoming aware of
                  such matter the Purchaser shall have given written notice
                  thereof to Vendor and such matter shall not have been remedied
                  to the reasonable satisfaction of the Purchaser within the
                  period of 30 Business Days following the date of service of
                  such notice.

9.8      Clause 9.9 shall apply in circumstances where:

         (a)      any claim is made against the Purchaser's Group which may give
                  rise to a claim by any member of the Purchaser's Group against
                  the Vendor under the Warranties other than the Warranties
                  relating to Tax in respect of the sale of Shares (the "GENERAL
                  WARRANTIES"); or
         (b)      the Purchaser's Group is or may be entitled to make recovery
                  from some other person any sum in respect of any facts or
                  circumstances by reference to which any member of the
                  Purchaser's Group has or may have a claim against the Vendor
                  under the General Warranties; or
         (c)      the Vendor shall have paid to any member of the Purchaser's
                  Group an amount in respect of a claim under the General
                  Warranties and subsequent to the making of such payment the
                  Purchaser's Group becomes or shall become entitled to recover
                  from some other person a sum which is referable to that
                  payment. For the avoidance of doubt any claim under the
                  Warranties relating to Tax in respect of the sale of shares
                  shall be governed by clause 1 of part 4 of Schedule 10.

9.9      The Purchaser shall and shall procure after Completion that the
         Purchaser's Group shall:
         (a)      without prejudice to the validity of the claim or alleged
                  claim in question and subject to the Purchaser's Group being
                  indemnified to the reasonable satisfaction of the Purchaser by
                  the Vendor against all reasonable costs and expenses which may
                  properly be incurred by reason of such action) promptly and
                  diligently take all such action as the Vendor may reasonably
                  request including the institution of proceedings and the
                  instruction of professional advisers approved by the Vendor to
                  act on behalf of the Purchaser's Group to avoid, dispute,
                  resist, compromise, defend or appeal against any such claim
                  against the Purchaser's Group as is referred to in clause (a)
                  or to make such recovery by the Purchaser's Group as is
                  referred to in clause (b) or clause (c) as the case may be;
                  and
         (b)      not settle or compromise any liability or claim to which such
                  action is referable without the prior written consent of the
                  Vendor which consent shall not be unreasonably withheld or
                  delayed; and
         (c)      in the case of clause (c) only, promptly repay to the Vendor
                  an amount equal to the amount so recovered or, if lower, the
                  amount paid by the Vendor to the Purchaser.

9.10     Save as expressly provided in this Agreement the Purchaser shall not
         Agreement the Purchaser shall not have any right to rescind or
         terminate this Agreement or any other documents referred to in this
         Agreement either for breach of contract or for negligent or innocent
         misrepresentation or otherwise.
9.11     Without prejudice to the validity of any claim or alleged claim in the
         event that the Vendor at any time after the date hereof shall wish to
         take out insurance against its liability hereunder the Purchaser
         undertakes to provide such information as the prospective insurer may
         reasonably require before effecting such insurance.
9.12     The Purchaser will take or procure the taking of all such reasonable
         steps and action as are necessary in order to mitigate any claim under
         the Warranties. Nothing in this agreement shall or shall be deemed to
         relieve the Purchaser of any common law duty to mitigate any loss or
         damage incurred by it.

                                     - 29 -
<PAGE>   30

9.13     The Purchaser warrants that as at the date hereof it has no knowledge
         of any facts which it is aware will or could with reasonable certainty
         give rise to a claim against the Vendor under the Warranties.

10.      LIABILITIES
10.1     Subject to clauses 10.3 and 11, the Vendor shall or shall procure that
         the relevant Asset Vendor shall:
         (a)      save in relation to matters covered under the Environmental
                  Indemnity or the Environmental Warranties continue to be
                  responsible for, and shall duly and promptly pay and
                  discharge, all debts payable by the relevant Asset Vendor and
                  claims by and liabilities to third parties outstanding against
                  the relevant Asset Vendor as at the date of Completion or
                  arising by reason of the operation of the Marlin Business or
                  the Emess Lighting Business (as appropriate) or any act or
                  omission by the Asset Vendor or any fact, event or condition
                  existing on or before the date of Completion except for such
                  debts, claims or liabilities that are assumed by the Purchaser
                  in the assumption of liabilities agreement and the Trade
                  Credits; and
         (b)      save in relation to matters covered under the Environmental
                  Indemnity or the Environmental Warranties indemnify the
                  Purchaser against all losses, liabilities and costs which the
                  Purchaser may incur arising out of, or as a consequence of,
                  the ownership or operation of the Marlin Business or Marlin
                  Assets or the Emess Lighting Business or Emess Assets before
                  the date of Completion (including, without limitation, all
                  losses, liabilities and reasonable costs incurred as a result
                  of defending or settling any claim (a "SPECIFIED CLAIM")
                  alleging any such liability) other than those arising out of
                  the breach by the Vendor of any of the Warranties or other
                  provisions of this Agreement and except for such losses,
                  liabilities and costs that are assumed by the Purchaser in the
                  assumption of liabilities agreement and the Trade Credits.

10.2     Subject to clauses 10.3, and 11 the Purchaser shall:
         (a)      be responsible for all Trade Credits and debts falling due
                  after the date of Completion in respect of the Marlin Business
                  and Marlin Assets and the Emess Lighting Business and Marlin
                  Assets; and
         (b)      indemnify the Vendor and the Asset Vendor against all losses,
                  liabilities and reasonable costs which the Vendor and the
                  Asset Vendor may incur to the extent arising out of, or as a
                  consequence of, the ownership or operation of the Marlin
                  Business or Marlin Assets of the Emess Lighting Business and
                  Emess Assets or the Trade Credits after the date of Completion
                  (including, without limitation, all losses, liabilities and
                  costs incurred as a result of defending or settling any claim
                  (a "SPECIFIED CLAIM") alleging any such liability).

10.3     If either party (the "INDEMNIFIED PARTY") becomes aware of any matter
         which might give rise to a Specified Claim, the following provisions
         shall apply:
         (a)      the Indemnified Party shall immediately give written notice to
                  the other party (the "INDEMNIFYING Party") of the matter
                  (stating in reasonable detail the nature of the matter and
                  (including the grounds on which such claim is based and the
                  amount claimed to be payable in respect thereof and shall
                  consult with the Indemnifying Party with respect to the
                  matter. If the matter has become the subject of any
                  proceedings the Indemnified Party shall give the notice within
                  sufficient time to enable the Indemnifying Party time to
                  contest the proceedings before any final judgment;

                                     - 30 -
<PAGE>   31

         (b)      the Indemnified Party shall:
                  (i)      take such action and institute such proceedings, and
                           give such information and assistance, as the
                           Indemnifying Party or its insurers may reasonably
                           request to:
                           (A)      dispute, resist, appeal, compromise, defend,
                                    remedy or mitigate the matter; or
                           (B)      enforce against any person (other than the
                                    Indemnifying Party) the rights of the
                                    Indemnified Party or its insurers in
                                    relation to the matter; and
                  (ii)     in connection with any proceedings related to the
                           matter (other than against the Indemnifying Party)
                           use professional advisers nominated by the
                           Indemnifying Party or its insurers and, if the
                           Indemnifying Party so requests, allow the
                           Indemnifying Party or its insurers the exclusive
                           conduct of the proceedings, in each case on the basis
                           that the Indemnifying Party shall fully indemnify the
                           Indemnified Party for all reasonable costs incurred
                           as a result of any request or nomination by the
                           Indemnifying Party or its insurers;

         (c)      if the Purchaser is the Indemnified Party, clause (b) shall
                  not apply if the request or nomination by the Vendor would in
                  the Purchaser's reasonable opinion materially prejudice its
                  relationship with any customer or supplier either of the
                  Businesses;
         (d)      the Indemnified Party shall not admit liability in respect of
                  or settle the matter without the prior written consent of the
                  Indemnifying Party, such consent not to be unreasonably
                  withheld or delayed.

11.      CONTRACTS
11.1     Subject to clause (c), after Completion the Purchaser shall perform or
         shall procure the performance of all the obligations under the
         Contracts in a proper and workmanlike manner and shall indemnify the
         Vendor and each member of the Vendor's Group against all losses,
         liabilities and costs which the Vendor or any member of the Vendor's
         Group may incur arising out of, or as a consequence of, the performance
         of the Purchaser's obligations under each Contract to the extent that
         the loss, liability or cost is attributable to any act, default or
         omission of the Purchaser or any member of the Purchaser's Group after
         the date of Completion (including, without limitation, all losses,
         liabilities and costs incurred as a result of defending or settling any
         claim alleging any such liability).
11.2     The Vendor shall indemnify the Purchaser and each member of the
         Purchaser's Group against all losses, liabilities and costs which the
         Purchaser or any member of the Purchaser's Group may incur arising out
         of, or as a consequence of the performance by the Vendor and/or the
         Asset Vendor of the Vendor's obligations or the obligations of any
         member of the Vendor's Group under each Contract to the extent that the
         loss, liability or cost is attributable to any act, default or omission
         of the Vendor or any member of the Vendor's Group (including, without
         limitation, all losses, liabilities and costs incurred as a result of
         defending or settling any claim alleging any such liability).
11.3     If any of the Contracts cannot be transferred to the Purchaser or to a
         member of the Purchaser's Group except by an assignment made with the
         consent of another party or by an agreement of novation, then the
         following provisions shall apply:


                                     - 31 -
<PAGE>   32

         (a)      this Agreement shall not constitute an assignment or an
                  attempted assignment of the Contract if the assignment or
                  attempted assignment would constitute a breach of the
                  Contract;
         (b)      both before and after Completion the parties shall use their
                  respective reasonable endeavours to obtain the consent of the
                  other party to the assignment, or to procure the novation, of
                  the Contract;
         (c)      until the consent or novation is obtained, the Vendor shall do
                  or shall procure that the relevant Asset Vendor shall do all
                  such acts and things as the Purchaser may reasonably require
                  to enable due performance of the Contract and to provide for
                  the Purchaser or the relevant member of the Purchaser's Group
                  the benefits of the Contract (including enforcement at the
                  cost and for the account of the Purchaser of any right of the
                  Vendor or the relevant Asset Vendor against the other party to
                  the Contract arising out of its termination by the other party
                  or otherwise); and
         (d)      if the arrangements in clauses (b) and (c) cannot be made in
                  respect of the Contract the parties shall use their respective
                  reasonable endeavours to procure that the Contract is
                  terminated without liability to either of them and neither the
                  Vendor nor the Purchaser nor any member of their respective
                  Groups shall have any further obligation to the other relating
                  to the Contract except that the Vendor shall forthwith repay
                  or procure the repayment to the Purchaser any amount paid by
                  the Purchaser to the Vendor in respect of any such Contract.
         (e)      this clause 11.3 is without prejudice to the rights of the
                  Purchaser in respect of any Contract which the Vendor has
                  warranted is assignable, or may be performed by the Purchaser
                  in substitution for the Vendor, or the Asset Vendor without an
                  agreement of novation.

12.      EMPLOYEES AND PENSIONS

12.1     The parties accept and agree that at Completion the Transfer
         Regulations shall operate to transfer the contract of employment of
         each Marlin Employee to the Purchaser.
12.2     The Vendor will perform and discharge all employer's obligations in
         respect of each Marlin Employee due to be performed or discharged prior
         to Completion (which shall for the avoidance of doubt include, but not
         be limited to payment of salary, bonus, commission, pension
         contributions and taxes arising out of the employment relationship).
12.3     The parties acknowledge and agree that pursuant to the Transfer
         Regulations the contracts of employment between the Vendor and the
         Marlin Employees will with effect from completion have effect as if
         originally made between the Purchaser and the Marlin Employees.
12.4     Before Completion the Vendor will inform and consult with
         representatives of its employees who will be affected by this
         Agreement, in accordance with its obligations under the Transfer
         Regulations.
12.5     Prior to Completion the Vendor will deliver to each of the Marlin
         Employees a letter in terms to be agreed with the Purchaser informing
         them that the Purchaser is to become their employer upon Completion.
12.6     In the event that any person (whether or not a Marlin Employee or an
         Emess Employee) brings a claim against the Vendor and/or the Purchaser
         or any member of their respective Groups arising out of or in
         connection with or alleging the transfer or termination of that
         person's employment, the Vendor and the Purchaser shall give to each
         other as soon as practicable after any request thereof all information
         which may reasonably be relevant to such claim and shall render to each
         other such assistance and co-operation as either shall reasonably
         require in contesting, settling or dealing with any such claims.


                                     - 32 -
<PAGE>   33

12.7     The Vendor shall not terminate or in any way amend (whether orally or
         in writing and whether expressly or impliedly) the contracts of
         employment of any of the Marlin Employees without the prior written
         consent of the Purchaser, such consent not to be unreasonably withheld
         or delayed.
12.8     The Vendor shall fully indemnify the Purchaser and keep the Purchaser
         fully indemnified against each and every action, proceeding, liability,
         cost, claim, loss, expense (including legal expenses and other
         professional fees together with any VAT thereon) and demand arising out
         of or in connection with any claim by the Marlin Employees (or any of
         them) and/or their representatives whether in contract or in tort or
         under statute (including the Treaty of Rome and any Directives made
         under the authority of that Treaty) for any remedy including without
         limitation pursuant to the Transfer Regulations (including without
         limitation, Regulation 10 save to the extent that any failure to comply
         with the terms of Regulation 10 is a consequence of the Purchaser's
         failure to comply with Regulation 10 (3)) or the Employment Rights Act
         1996 or for unfair dismissal, redundancy, statutory redundancy, equal
         pay, sex or race or disability discrimination or under the Working Time
         Regulations 1998 or under the National Minimum Wage Act 1998 as a
         result of any act or omission by any person (other than the Purchaser
         or any officers, employees or advisers of the Purchaser's Group) before
         or at Completion (including without limitation the termination of their
         employment by the Vendor or the relevant Asset Vendor and including
         without limitation anything done or omitted to be done by the Vendor or
         the relevant Asset Vendor which is deemed to have been done by the
         Purchaser or any member of the Purchaser's Group by virtue of the
         Regulations).
12.9     The Purchaser shall fully indemnify the Vendor and each member of the
         Vendor's Group and keep the Vendor and each member of the Vendor's
         Group fully indemnified against each and every action, proceeding,
         liability, cost, claim, loss, expense (including legal expenses and
         other professional fees together with any VAT thereon) and demand
         arising out of or in connection with any claim by the Marlin Employees
         (or any of them) and/or their representatives whether in contract or in
         tort or under statute (including the Treaty of Rome and any Directives
         made under the authority of that Treaty) for any remedy including
         without limitation pursuant to the Transfer Regulations or the
         Employment Rights Act 1996 or for unfair dismissal, redundancy,
         statutory redundancy, equal pay, sex or race or disability
         discrimination or under the Working Time Regulations 1998 or under the
         National Minimum Wage Act 1998 as a result of any act or omission by
         the Purchaser or any member of the Purchaser's Group at or after
         Completion (including without limitation the termination of their
         employment by the Purchaser or any member of the Purchaser's Group)
12.10    The Vendor shall fully indemnify the Purchaser and each member of the
         Purchaser's Group and keep the Purchaser and each member of the
         Purchaser's Group fully indemnified against each and every action,
         proceeding, liability, cost, claim, loss, expense (including legal
         expenses on an indemnity basis and other professional fees together
         with any VAT thereon) and demand arising out of or in connection with
         any claim by any person who is not a Marlin Employee who shall claim to
         have become an employee of or have rights against the Purchaser or any
         member of the Purchaser's Group by virtue of the Transfer Regulations
         and/or their representatives whether in contract or in tort or under
         statute (including the Treaty of Rome and any Directives made under the
         authority of that Treaty) for any remedy including without limitation
         pursuant to the Transfer Regulations (including without limitation
         Regulation 10) or the Employment Rights Act 1996 or for unfair
         dismissal, redundancy, statutory redundancy, equal pay, sex or race or
         disability discrimination or under the Working Time Regulations 1998 or
         under the National Minimum Wage Act 1998

                                     - 33 -
<PAGE>   34

         (including without limitation claims relating to anything done or
         omitted to be done by the Vendor or any member of the Vendor's Group
         which is deemed to have been done by the Purchaser or any member of the
         Purchaser's Group by virtue of the Regulations).
12.11    As soon as practicable after Completion the Vendor shall deliver to the
         Purchaser either originals or (if originals no longer exist or are not
         under the Vendor's custody or control or that of any member of the
         Vendor's Group) copies of all records in relation to taxes arising out
         of the employment relationship and of any other documents or records
         (including, but not limited to, personnel records and files) which
         concern or are relevant to the Marlin Employees and which are in the
         possession or control of the Vendor or any member of the Vendor's
         Group.
12.12    The Vendor and the Purchaser shall implement the pension arrangements
         set out in Schedule 8.
12.13    With respect to the Emess Employees the Purchaser shall assume such
         obligations of Emess Lighting with respect thereto as shall reflect
         normal custom and practice.

13.      VALUE ADDED TAX
13.1     The parties shall use their respective reasonable endeavours to secure
         that the transfer of the Marlin Assets under this Agreement is treated
         under act 5(1) of the Value Added Tax (Special Provisions) Order 1995
         and sections 49 VATA as neither a supply of goods nor a supply of
         services.
13.2     Notwithstanding clause 13.1 if value added tax is chargeable on the
         transfer of any of the Marlin Assets under this Agreement, the
         Purchaser shall (against delivery of tax invoices in respect of the
         Marlin Assets) pay the amount of the value added tax in addition to the
         consideration in respect of the Marlin Assets payable under clause 4.
13.3     At Completion the Vendor shall deliver or shall procure that there is
         delivered to the Purchaser all records referred to in section 49 of the
         VATA. After Completion the Vendor shall not and shall procure that each
         member of its Group shall not make any request to H.M. Customs and
         Excise for the records to be taken out of the custody of the Purchaser.
         During the period for which the records are required to be preserved
         under paragraph 6 of Schedule 11 to the VATA (duty to keep records),
         the Purchaser shall give the Vendor and any relevant member of its
         Group reasonable access to the records for the purpose of inspecting
         the records and making copies of them.
13.4     In the event that HM Customs and Excise determine that VAT is
         chargeable on the sale of the Marlin Business and the Marlin Assets
         hereunder then the Vendor shall immediately notify the Purchaser of
         such determination and the Vendor agrees that such Value Added Tax (and
         any interest or penalties thereon to the extent that the same was
         caused by a delay by the Purchaser in paying such VAT having been
         presented with a valid invoice or to the extent that such VAT or
         interest or penalties thereon is caused by the Purchaser being wholly
         or partly in breach of clause 13.5) shall be in addition to the
         consideration and the Purchaser shall (against production by the Vendor
         of VAT invoices in respect thereof) pay the amount of any such VAT (and
         any interest or penalties thereon to the extent that the same was
         caused by a delay by the Purchaser in paying such VAT having been
         presented with a valid invoice or to the extent that such VAT or
         interest and penalties thereon is caused by the Purchaser being wholly
         or partly in breach of clauses 13.5 within 10 business days after
         receipt of such notification to the Vendor.
13.5     The Purchaser warrants that at Completion it will be taxable person for
         the purposes of article 5(1) of the Value Added Tax (Special
         Provisions) Order 1995 and further that it will use the assets acquired
         under this Agreement for the purposes as carrying on the same kind of
         business as carried on by the Vendor and that it has elected to waive
         the exemption

                                     - 34 -
<PAGE>   35

         pursuant to paragraph 2 of Schedule 10 of the VATA in respect of the
         relevant Marlin Properties and shall properly notify HM Customs and
         Excise of such election before the date of Completion.
13.6     All transfer taxes and sales taxes incurred in connection with the
         transfer of Emess Lighting Business and Emess Property shall be borne
         by the Purchaser. Emess Lighting Inc. and the Purchaser (and its
         relevant Affiliated Companies) shall co-operate to file all tax returns
         and other documentation as required by law and to obtain all applicable
         exemptions by filing required certificates or otherwise.
         Notwithstanding the foregoing, the Vendor and the Purchaser acknowledge
         that Emess Lighting Inc. may not comply with any requirements relating
         to a bulk sale notice for tax purposes.

14.      POST-COMPLETION OBLIGATIONS
14.1     As from Completion until title in the Marlin Assets and Emess Assets
         have effectively been vested in the Purchaser the Vendor shall hold or
         shall procure that the Asset Vendor shall hold the Marlin Assets and
         Emess Assets in trust for the Purchaser.
14.2     For a period of six years from Completion the Purchaser shall procure
         that at all reasonable times during usual business hours the Business
         Records are open to the inspection of the Vendor and the relevant
         member of the Vendor's Group, their respective employees and agents and
         such other persons as may be authorised by the Vendor who may take, at
         the Vendor cost, such copies of the Business Records as the Vendor may
         reasonably require. For a period of six years from Completion the
         Vendor shall procure that at all reasonable times during usual business
         hours any brought and sold ledgers, purchase and sales day books and
         purchase and sales invoices and other books and records relating to the
         Target Group retained by it or any member of the Vendor's Group shall
         be open to the inspection of the Purchaser, its employees and agents
         and such other persons as may be authorised by the Purchaser who may
         take, at the Purchaser's cost, such copies of those Business Records as
         the Purchaser may reasonably require.
14.3     Each party shall forthwith pass to the other any payment, notice,
         correspondence, information or enquiry in relation to each of the
         Marlin Business, the Emess Lighting Business, or the Marlin Assets and
         the Emess Lighting Assets or any member of the Brilliant Group or in
         relation to the Brilliant Business which it or any member of its Group
         receives after Completion and which properly belongs to the other party
         or any member of the other party's Group.
14.4     At or as soon as practicable after Completion the parties shall send a
         joint letter in the agreed form to each customer, client and supplier
         of the Marlin Business and the Emess Lighting Business advising it of
         the purchase of the Marlin Business and the Emess Lighting Business by
         the Purchaser.
14.5     For a period of up to six months after Completion the Vendor shall give
         to or shall procure the giving to the Purchaser, subject to the payment
         by the Purchaser of any direct costs involved, such information and
         assistance as the Purchaser may reasonably require relating to each of
         the Businesses.

15.      CONFIDENTIAL INFORMATION
15.1     The Vendor shall:

         (a)      not, and shall procure that no member of the Vendor's Group
                  will, at any time after the date of this Agreement use or
                  disclose to any person any Confidential Information or
                  Know-How or Brilliant Know-How which may be within or may come
                  to its knowledge; and

                                     - 35 -
<PAGE>   36

         (b)      use its, and shall procure that each member of the Vendor's
                  Group will use its, best endeavours to prevent the disclosure
                  of any Confidential Information or Know-How or Brilliant
                  Know-How.

15.2     clause 15.1 shall not apply to:
         (a)      disclosure of any Confidential Information or Know-How or
                  Brilliant Know-How to officers or employees of the Purchaser
                  whose province it is to know about the Confidential
                  Information or Know-How or Brilliant Know-How on terms that
                  this clause 15 shall apply to any use or disclosure by the
                  employee or officer;
         (b)      use or disclosure of any Confidential Information or Know-How
                  or Brilliant Know-How required by law or the London Stock
                  Exchange or any other recognised exchange;
         (c)      disclosure of any Confidential Information or Know-How or
                  Brilliant Know-How to any professional adviser for the purpose
                  of advising the Vendor on terms that this clause 15 shall
                  apply to any use or disclosure by the professional adviser; or
         (d)      any Confidential Information or Know-How or Brilliant Know-How
                  which comes into the public domain otherwise than by breach of
                  this clause 15 by the Vendor their employees, officers or
                  professional advisors.

16.      FURTHER VENDOR'S UNDERTAKINGS

16.1     At Completion or as soon as practicable thereafter the Vendor shall
         procure that the names of its relevant subsidiaries are changed so as
         not to include any of the words "Marlin", "Brilliant" or "Alsy" and
         shall co-operate with the Purchaser in ensuring that the Purchaser is
         able to simultaneously change the name of its relevant subsidiaries to
         include the words "Marlin", "Brilliant" or "Alsy" as the case may be.
         The Vendor acknowledges the reputation and goodwill is attached to the
         names "Marlin", "Brilliant" and "Alsy" and that the Purchaser is
         acquiring all rights in that name pursuant to this Agreement. The
         Vendor shall not and shall procure that no member of the Vendor's Group
         will at any time after Completion, directly or indirectly, use, or
         authorise, encourage, allow or assist any person to use any of the name
         or names identical or confusingly similar to "Marlin", "Brilliant" or
         "Alsy") in connection with any activity whatsoever. The Purchaser or
         its nominee, as the case may be, is permitted to use the name "Emess"
         in relation to the Emess Lighting Business for a period of 3 months
         immediately after the date of Completion.
16.2     Save that the Purchaser acknowledges that the business carried on in
         the names of Poole Lighting and Cresswell Lighting have been and may
         continue to be engaged in the sale of products which compete with those
         of the Purchaser and of the Businesses and of the Brilliant Business
         and the Vendor shall not, and shall procure that no member of the
         Vendor's Group nor any successor to its or their business other than
         each of the Businesses and the Brilliant Businesses will, for a period
         of three years after this Agreement, either alone or jointly with,
         through or as manager, adviser or agent for any persons, directly or
         indirectly;
         (a)      solicit with a view to offering employment or an engagement on
                  behalf of itself or any other person or organisation any of
                  the staff employed in the Businesses or the Brilliant Business
                  in the 12 months before the date of this Agreement without the
                  prior consent in writing of the Purchaser save that nothing in
                  this clause (a) shall prevent the Vendor or any member of the
                  Vendor's Group from making an offer of employment to any
                  member of staff of the Businesses of the Brilliant Group who
                  applies in response to a general public advertisement;

                                     - 36 -
<PAGE>   37

         (b)      disclose or use to its advantage or to the disadvantage of the
                  Purchaser any information about the Businesses or the
                  Brilliant Business or any member of the Brilliant Group or any
                  Intellectual Property or of other confidential information
                  about the Businesses and/or the Brilliant Business or their
                  finances or transactions;
         (c)      carry on, promote or be engaged, concerned or interested in,
                  or assist, any business which competes, directly or
                  indirectly, with the business of Eclatec SA or the Marlin
                  Business as carried on at the date of this Agreement in any
                  territory in which the business of Eclatec SA or the Marlin
                  Business was carried on at that date;
         (d)      in competition with the Businesses or the Brilliant Businesses
                  as carried on at the date of this Agreement engage in
                  commercial activity intended to procure orders from customers
                  located in the United States of America.

17.      ANNOUNCEMENTS
17.1     Subject to clause 17.2, no public announcement, communication or
         circular concerning the transactions referred to in this Agreement
         shall be made or despatched at any time (whether before or after
         Completion) by either party without the prior written consent of the
         other party (such consent not to be unreasonably withheld or delayed).
17.2     Where the announcement, communication or circular is required by law or
         any regulation or rule of any stock exchange or regulatory body it
         shall be made by a party after consultation with the other party (where
         practicable) and taking into account the reasonable requirements (as to
         timing, contents and manner of making or despatch of the announcement,
         communication or circular) of the other party.

18.      COSTS
         Except as otherwise expressly provided in this Agreement, each party
         shall pay its own costs of and incidental to the negotiation,
         preparation, execution and implementation by it of this Agreement and
         of all other documents referred to in it.

19.      ENTIRE AGREEMENT
         Each party on behalf of itself and as agent for each of its Affiliated
         Companies acknowledges and agrees with the other party (each such party
         acting on behalf of itself and as agent for each of its Affiliated
         Companies) that:

19.1     this agreement together with any other documents referred to in this
         agreement (together the "TRANSACTION DOCUMENTS") constitute the entire
         and only agreement between the parties and their respective Affiliated
         Companies relating to the subject matter of the Transaction Documents;
19.2     neither it nor any of its Affiliated Companies have been induced to
         enter into any Transaction Document in reliance upon, nor have they
         been given, any warranty, representation, statement, assurance,
         covenant, agreement, undertaking, indemnity or commitment of any nature
         whatsoever other than as are expressly set out in the Transaction
         Documents and, to the extent that any of them have been, it (acting on
         behalf of itself and as agent on behalf of each of its Affiliated
         Companies) unconditionally and irrevocably waives any claims, rights or
         remedies which any of them might otherwise have had in relation
         thereto;

                                     - 37 -
<PAGE>   38

         PROVIDED THAT the provisions of this clause 19 shall not exclude any
         liability which any of the parties or, where appropriate, their
         Affiliated Companies would otherwise have to any other party or, where
         appropriate, to any other party's Affiliated Companies or any right
         which any of them may have in respect of any statements made
         fraudulently by any of them prior to the execution of this Agreement or
         any rights which any of them may have in respect of fraudulent
         concealment by any of them.

20.      FURTHER ASSURANCE
20.1     At any time (whether before or after Completion) each party shall (at
         its own cost) do and execute, or procure to be done and executed, all
         necessary acts, deeds, documents and things as may be reasonably
         requested of it by the other party to give effect to this Agreement.
20.2     Pending Completion the Vendor shall give the Purchaser and any person
         authorised by it reasonable access to the Properties and the Business
         Records and the Brilliant Records other than in relation to the AG
         Group (including the right to take copies at the Purchaser's cost) and
         the Vendor shall procure that the directors and employees of the Target
         Owners other than AG Group will promptly give such information and
         explanations as the Purchaser or any authorised person may reasonably
         request.

21.      GENERAL
21.1     No variation of this Agreement or of any of the documents in the agreed
         form shall be valid unless it is in writing and signed by or on behalf
         of each of the parties.
21.2     The failure to exercise or delay in exercising a right or remedy under
         this Agreement shall not constitute a waiver of the right or remedy or
         a waiver of any other rights or remedies and no single or partial
         exercise of any right or remedy under this Agreement shall prevent any
         further exercise of the right or remedy or the exercise of any other
         right or remedy.
21.3     The rights and remedies of the Purchaser provided in this Agreement are
         cumulative and not exclusive of any rights and remedies provided by
         law.
21.4     The invalidity, illegality or unenforceability of any provision of this
         Agreement shall not affect or impair the continuation in force of the
         remainder of this Agreement.
21.5     Except to the extent that they have been performed and except as
         expressly provided in this Agreement the Warranties, indemnities,
         undertakings, and obligations contained in this Agreement shall remain
         in full force and effect notwithstanding Completion.

22.      ASSIGNMENT AND RELEVANT PURCHASER
22.1     Neither party shall assign or transfer or purport to assign or transfer
         any of its rights or obligations under this Agreement except that
         either party may assign to an Affiliated Company the benefit of all or
         any of the other party's obligations under this Agreement provided
         however that such assignment shall not be absolute but shall be
         expressed to have effect only for so long as the assignee remains an
         Affiliated Company.
22.2     In the event that the Purchaser shall nominate a Relevant Purchaser to
         acquire part or the whole of the Target Group any reference to the
         Purchaser shall be deemed to be to the Relevant Purchaser as
         appropriate.
22.3     In the event that the Asset Vendor proposes to reorganise the ownership
         within the Vendor's Group of any Assets the Purchaser shall not
         unreasonably withhold its consent and after such reorganisation the
         Asset Vendor shall be regarded as including in addition the transferor
         in respect of such Assets.

                                     - 38 -
<PAGE>   39

23.      NOTICES
23.1     Any notice or other communication under or in connection with this
         Agreement shall be in writing and shall be delivered personally or sent
         by first class post pre-paid recorded delivery (and air mail if
         overseas) or by fax, to the party due to receive the notice or
         communication at its address set out in this Agreement or such other
         address as either party may specify by notice in writing to the other.
23.2     In the absence of evidence of earlier receipt, any notice or other
         communication shall be deemed to have been duly given:
         (a)      if delivered personally, when left at the address referred to
                  in clause 23.1;
         (b)      if sent by mail other than air mail, two days after posting
                  it;
         (c)      if sent by air mail, six days after posting it; and
         (d)      if sent by fax, on completion of its transmission.

24.      GOVERNING LAW AND JURISDICTION
24.1     This Agreement is governed by, and shall be construed in accordance
         with, English law.
24.2     Each party irrevocably agrees for the benefit of the Purchaser that the
         courts of England shall have exclusive jurisdiction to hear and
         determine any suit, action or proceedings, and to settle any disputes,
         which may arise out of or in connection with this Agreement
         (respectively, "PROCEEDINGS" and "DISPUTES") and, for such purposes,
         irrevocably submits to the jurisdiction of the courts of England.
24.3     Each party irrevocably waives any objection which it might at any time
         have to the courts of England being nominated as the forum to hear and
         determine any Proceedings and to settle any Disputes and agrees not to
         claim that the courts of England are not a convenient or appropriate
         forum.
24.4     Each party agrees that the process by which any Proceedings are begun
         in England may be served on any of the Vendor by being delivered to
         Company Secretary, Emess plc at Ariel House, 74A Charlotte Street,
         London W1P 1LR and may be served on the Purchaser by being delivered to
         the Purchaser's Solicitors. Nothing contained in this clause 24.4 shall
         affect the right to serve process in any other manner permitted by law.
24.5     The submission to the jurisdiction of the courts of England shall not
         (and shall not be construed so as to) limit the right of the Purchaser
         to take Proceedings against the Vendor in any other court of competent
         jurisdiction, nor shall the taking of Proceedings by the Purchaser in
         any one or more jurisdictions preclude the Purchaser taking Proceedings
         in any other jurisdiction (whether concurrently or not) if and to the
         extent permitted by applicable law.

25.      COUNTERPARTS
         This Agreement may be executed in any number of counterparts, each of
         which when executed and delivered shall be an original, but all the
         counterparts together shall constitute one and the same instrument.


                                     - 39 -
<PAGE>   40

IN WITNESS WHEREOF this Agreement has been duly entered in to on the day and
year first above written.

SCHEDULES

/s/ NIGEL SINGER
----------------
SIGNED by Nigel Singer
duly authorised for and on behalf of
EMESS PLC in the presence of:
Robert Ogilvy Watson
Broadwalk House
5 Appold Street
London
EC2A 2HA

/s/ ANDY SMITH
--------------
SIGNED by Andy Smith
duly authorised for and on behalf of
SLI INC in the presence of:
Robert Ogilvy Watson
Broadwalk House
5 Appold Street
London
EC2A 2HA


                                     - 40 -