CHICAGO MINIATURE LAMP INC, S-1, 1996-08-29

CHICAGO MINIATURE LAMP INC
S-1, 1996-08-29
ELECTRIC LIGHTING & WIRING EQUIPMENT

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1996
REGISTRATION NO. 33-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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CHICAGO MINIATURE LAMP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

OKLAHOMA 3679 73-1412000
(STATE OF INCORPORATION) (PRIMARY STANDARD (I.R.S. EMPLOYER
INDUSTRIAL IDENTIFICATION NUMBER)
CLASSIFICATION CODE
NUMBER)

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500 CHAPMAN STREET
CANTON, MA 02021
TELEPHONE: (617) 828-2948
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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FRANK M. WARD, CHIEF EXECUTIVE OFFICER
CHICAGO MINIATURE LAMP, INC.
500 CHAPMAN STREET
CANTON, MA 02021
TELEPHONE: (617) 828-2948
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
WILLIAM J. SCHIFINO, ESQ. GARY H. BAKER, ESQ. MARY A. BERNARD, ESQ.
SCHIFINO & FLEISCHER, P. A. BAKER & HOSTER KING & SPALDING
ONE TAMPA CITY CENTER 800 KENNEDY BUILDING 120 WEST 45TH STREET
SUITE 2700 321 SOUTH BOSTON AVENUE NEW YORK, NEW YORK 10036
TAMPA, FLORIDA 33602 TULSA, OKLAHOMA 74103 (212) 556-2100
(813) 223-1535 (918) 592-5555

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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share........ 4,255,000 shares $26.67 $113,480,850 $39,132
</TABLE>
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(1) Includes 555,000 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act on the
basis of the last reported price of the Company's Common Stock on August 23,
1996 as reported by Nasdaq.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DUE DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION DATED AUGUST 29, 1996

PROSPECTUS
[LOGO]
3,700,000 SHARES
CHICAGO MINIATURE LAMP, INC.
COMMON STOCK

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Of the 3,700,000 shares of Common Stock offered hereby, 2,700,000 shares are
being sold by Chicago Miniature Lamp, Inc. (the "Company") and 1,000,000 shares
are being sold by a shareholder of the Company (the "Selling Shareholder"). See
"Principal and Selling Shareholders." The Company will not receive any of the
net proceeds from the sale of the shares being sold by the Selling Shareholder.

The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "CHML". The last reported sales price of the Company's Common Stock as
reported on the Nasdaq National Market on August 27, 1996 was $26.67 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN EVALUATING AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS
PRICE TO DISCOUNTS AND PROCEEDS TO TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDER
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<S> <C> <C> <C> <C>
Per Share...................... $ $ $ $
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Total (3)...................... $ $ $ $
</TABLE>
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(1) The Company and the Selling Shareholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting estimated expenses of the offering of $600,000, payable
by the Company.
(3) The Company and the Selling Shareholder have granted the Underwriters a
30-day option to purchase up to 555,000 additional shares of Common Stock on
the same terms and conditions as set forth above to cover over-allotments,
if any. If the Underwriters exercise such option in full, the total Price to
Public, Underwriting Discounts and Commissions, Proceeds to Company and
Proceeds to Selling Shareholder will be $ , $ , $ and
$ , respectively. See "Principal and Selling Shareholders" and
"Underwriting."

--------

The shares of Common Stock are offered by the several Underwriters named
herein, subject to prior sale, when, as and if accepted by them, and subject to
certain other conditions. It is expected that certificates for the shares of
Common Stock offered hereby will be available for delivery on or about ,
1996, at the offices of Smith Barney Inc., 333 W. 34th Street, New York, New
York 10001.

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SMITH BARNEY INC.
RAYMOND JAMES & ASSOCIATES, INC.
MCDONALD & COMPANY
SECURITIES INC.

, 1996
<PAGE>

[PICTURES OF PRODUCTS AND THEIR APPLICATIONS.]

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IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND OTHER SELLING
GROUP MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON
STOCK OF THE COMPANY ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE
10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."

2
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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and historical and pro forma financial statements and notes thereto
appearing elsewhere in this Prospectus. Unless the context otherwise requires,
all references to (i) the Company are to Chicago Miniature Lamp, Inc. and its
subsidiaries, including Alba Speziallampen Holding GmbH ("CML-Alba"); and (ii)
Alba are to W. Albrecht GmbH u. Co. KG and certain other entities (collectively
"Alba") acquired by the Company effective May 1, 1996 (the "Alba Acquisition").
See "Acquisition of Alba" below. Unless otherwise indicated, the information in
this Prospectus gives effect to a three-for-two stock split in the form of a
dividend paid on August 27, 1996 and assumes that the Underwriters' over-
allotment option will not be exercised.

THE COMPANY

Chicago Miniature Lamp, Inc. is a vertically integrated manufacturer and
supplier of a wide variety of miniature lighting products comprised primarily
of value-added miniature lighting assemblies and miniature bulbs and, to a
lesser extent, miniature bulb sockets, automated bulb manufacturing equipment
and fiber optic products. The Company's lighting products are used mainly as
visual fault or status indicators and for illumination in a wide array of
products. Product applications range from "power on" indicators for small
household products, such as steam irons, electric blankets and coffee makers,
to sophisticated lighting assemblies for automobile message centers and
telecommunications status arrays. The Company's products are sold primarily to
original equipment manufacturers ("OEMs") in the automotive, electronics and
communication, appliance and aviation industries. As a result of recent foreign
acquisitions, the Company now markets its products throughout North America and
Europe.

The Company is positioning itself to provide "one stop" lighting solutions
for its customers' miniature lighting requirements. The Company's strategy is
to operate as a vertically integrated manufacturer producing both discrete
lighting components and customized lighting assemblies. Through the Company's
acquisitions of leading niche companies, the Company has the ability to design,
manufacture and assemble the majority of the components utilized in its
miniature lighting products and to provide its customers with a wide range of
value-added products and services. The operating and growth components of the
Company's business strategy are designed to enhance the Company's presence as a
leading manufacturer and supplier of miniature lighting products by augmenting
its technology, engineering and design capabilities, broadening its product
offerings, providing additional manufacturing facilities and accessing related
markets.

As a result of the Company's operating and growth strategies, net sales
increased from $9.0 million for the year ended April 30, 1992 to $57.4 million
for the year ended December 3, 1995. In addition, operating income increased
from approximately $306,000 for the year ended April 30, 1992 to $12.2 million
for the year ended December 3, 1995. The Company's net sales increased from
$24.4 million for the six months ended May 28, 1995 to $41.5 million for the
six months ended June 2, 1996, representing an increase of approximately 70%,
and operating income increased from approximately $4.7 million to $8.2 million
over the same period, representing an increase of approximately 74%. The
Company believes this growth was primarily the result of successfully
implementing the following operating and growth strategies:

OPERATING STRATEGY

The Company's operating strategy is designed to enhance the Company's
presence as a leading manufacturer and supplier of miniature lighting products
by augmenting its technology, engineering and design capabilities, broadening
its product offerings, providing additional manufacturing facilities and
accessing related markets.

3
<PAGE>

. VERTICAL INTEGRATION. The Company intends to further enhance the vertical
integration of its operations by broadening the range of lighting components
which it manufactures and uses in its miniature lighting assemblies. By
increasing the percentage of Company-manufactured components used in its
lighting assemblies, the Company achieves greater control over the quality and
cost of such assemblies. The Company's ability to manufacture a wide array of
miniature lighting components also enables the Company to make more complex,
value-added assemblies, which generally have higher average selling prices per
unit and higher margins than discrete miniature lighting components.

. TECHNOLOGY-DRIVEN PRODUCT INNOVATION. In order to anticipate the changing
needs of its customers, the Company pursues the development of technologically
advanced and innovative products. The Company encourages close working
relationships with its customers by designing and manufacturing lighting
solutions in cooperation with its customers to meet their specific needs. The
Company believes that it can expand its business by offering new products and
entering new niche markets in which it can be one of a few leading suppliers.

. IMPROVING OPERATING EFFICIENCIES. By focusing its product offerings, the
Company achieves significant manufacturing and cost efficiencies. Through
integrating and, in certain cases, realigning acquired companies, the Company
endeavors to capitalize on the consolidation and, in some instances, the
elimination of certain selling and administrative functions. In utilizing
Company produced components in its miniature lighting assemblies, the Company
can better control its manufacturing costs.

. RESPONSIVENESS AND QUALITY. The Company believes that responsiveness to
customers' "just-in-time" demands and quality are critical factors for success
in the miniature lighting industry. The Company strives to improve its
manufacturing operations by automating its manufacturing processes wherever
possible to reduce costs and increase production capacity. The Company has
achieved a preferred supplier designation from several of its most important
OEM customers, including Q-1 certification from Ford Motor Company and a
Quality Excellence award from Chrysler Corp., and is certified as a QS-9000,
ISO 9001 and Euro-Net ISO 9000 and 9001 supplier.

GROWTH STRATEGY

. INCREASING SALES TO EXISTING AND NEW CUSTOMERS. The Company focuses on
expanding its market by designing, developing and marketing "one stop" lighting
solutions. The Company intends to position itself as a single-source provider
of miniature lighting products and value-added services for its existing and
new customers, which the Company believes will distinguish it from its
competitors. As the trend toward outsourcing continues, the Company believes
its competitive position will be enhanced due to its diverse product line and
its specialized service capabilities.

. AUTOMATING AND EXPANDING MANUFACTURING OPERATIONS. The Company continues to
automate its manufacturing operations. Through recent acquisitions, the Company
has expanded the number and type of components used in its operations and has
obtained the ability to manufacture other lighting-related applications,
including fiber optic products. The Company's high speed, bulb manufacturing
equipment capability gives it the flexibility to manufacture many categories of
bulbs used in its operations, and the Company intends to pursue the production
of light emitting diodes ("LEDs").

4
<PAGE>

. INTERNATIONAL EXPANSION. The Company has identified international markets,
primarily Europe, as a major source of potential future growth. The Company
intends to focus on Europe because of its size and similarity to the North
American marketplace. As a result of the Company's international expansion,
including certain foreign acquisitions, the Company operates in Germany,
Canada, the United Kingdom, Costa Rica and the Czech Republic.

. COMPLIMENTARY ACQUISITIONS. Within the miniature lighting and fiber optic
industries there are many well known, private companies which produce various
lighting related products. As the Company believes that it would be very
difficult and expensive to establish the name, reputation, form and function
comparable to these companies, the Company has generally used strategic
acquisitions to effect its vertical integration strategy. The Company believes
that its demonstrated ability to integrate and improve acquired businesses will
continue to provide it with significant growth opportunities.

The Company is incorporated under the laws of the State of Oklahoma. The
Company's executive offices are located at 500 Chapman Street, Canton,
Massachusetts, 02021, and its telephone number is (617) 828-2948.

ACQUISITION OF ALBA

Effective May 1, 1996, the Company acquired W. Albrecht GmbH u. Co KG and its
interest in certain other affiliated entities (collectively "Alba"). Founded in
1935, Alba is a respected European manufacturer of miniature lighting products,
including value-added miniature lighting assemblies, miniature bulbs, bases,
bulb sockets, reflectors and light pipes. Alba primarily sells its products to
the European OEMs in the automotive and electronics and communication
industries. Alba's quality assurance system is according to ISO 9001 and Euro-
Net ISO 9000 and 9001 for all departments. Alba has received "A" quality
ratings from customers such as VDO, Delco Electronics, Bosch and Eaton Corp.
and has the highest quality rating at Mercedes Benz.

The Company believes that the Alba Acquisition provides the Company with a
significant European market presence for its technology and product line and
further strengthens the Company's position as a leading manufacturer and
supplier of miniature lighting products. The Company will seek to capitalize on
the recognized name of Alba to introduce the Company's products in the European
market. In addition the Alba Acquisition establishes a platform from which the
Company may acquire, restructure and integrate additional complimentary
European companies.

Pro forma for the Recent Acquisitions (as hereinafter defined) and this
offering, the Company had approximately $105.1 million in net sales, $11.9
million in operating income and $8.0 million in net income for the year ended
December 3, 1995. Pro forma for the Alba Acquisition and this offering, the
Company had approximately $52.2 million in net sales, $8.2 million in operating
income and $5.8 million in net income for the six months ended June 2, 1996.

THE OFFERING

Common Stock being offered by the Company..... 2,700,000 shares
Common Stock being offered by the Selling 1,000,000
Shareholder................................... shares
Common Stock to be outstanding after the 18,589,201 shares
offering (1)..................................
Use of proceeds............................... Repay certain outstanding
indebtedness, finance the
purchase and installation
of certain manufacturing
equipment, and for general
corporate purposes,
including possible future
acquisitions.
Nasdaq National Market symbol................. CHML
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(1) Excludes 750,000 shares of Common Stock reserved for issuance upon the
exercise of options currently outstanding or available for future grant
under the Company's Stock Option Plan.

5
<PAGE>

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
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PRO PRO
ACTUAL FORMA(1) ACTUAL FORMA(2)
---------------------------- -------- --------------- -------
2/27/94 11/27/94(3) 12/3/95 12/3/95 5/28/95 6/2/96 6/2/96
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<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
DATA:
Net sales............... $24,894 $31,729 $57,402 $105,093 $24,402 $41,527 $52,195
Cost of products sold... 17,860 21,113 36,726 72,072 15,790 27,243 35,440
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Gross margin............ 7,034 10,616 20,676 33,021 8,612 14,284 16,755
Selling, general and ad-
ministrative expenses.. 8,028 7,777 8,462 21,112 3,913 6,109 8,573
------- ------- ------- -------- ------- ------- -------
Operating income
(loss)................. (994) 2,839 12,214 11,909 4,699 8,175 8,182
Net income (loss)....... $(1,635) $ 1,110 $ 8,465 $ 8,012 $ 2,450 $ 5,374 $ 5,813
======= ======= ======= ======== ======= ======= =======
Earnings (loss) per com-
mon share.............. $ (0.13) $ 0.09 $ 0.61 $ 0.48 $ 0.20 $ 0.34 $ 0.35
======= ======= ======= ======== ======= ======= =======
Weighted average shares
outstanding (4)........ 12,496 12,496 13,920 16,565 12,510 15,708 16,565
======= ======= ======= ======== ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
JUNE 2, 1996
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ACTUAL AS ADJUSTED(5)
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<S> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit).............................. $ (4,218) $ 62,366
Total assets........................................... 103,413 154,812
Short-term debt........................................ 27,185 12,000
Long-term debt, less current portion................... 3,354 --
Stockholders' equity................................... 43,589 113,527
</TABLE>
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(1) Gives effect to the following as if each had occurred on November 28, 1994:
(i) acquisitions completed during the year ended December 3, 1995 (the
"Fiscal 1995 Acquisitions"), (ii) the acquisition of Phoenix Lighting (U.K.)
Limited in December 1995 (the "Phoenix Acquisition"), (iii) the Alba
Acquisition, and (iv) this offering and the application of the net proceeds
to the Company therefrom. The Fiscal 1995 Acquisitions, the Phoenix
Acquisition and the Alba Acquisition are collectively referred to herein as
the "Recent Acquisitions." See "Use of Proceeds," "Business--Acquisitions"
and the Pro Forma Condensed Consolidated Financial Statements and related
notes included elsewhere in this Prospectus.
(2) Gives effect to the following as if each had occurred on December 4, 1995:
(i) the Alba Acquisition and (ii) this offering and the application of the
net proceeds to the Company therefrom. See "Use of Proceeds," "Business--
Acquisitions" and the Pro Forma Condensed Consolidated Financial Statements
of the Company and related notes included elsewhere in this Prospectus.
(3) The Company changed its financial reporting year-end from the last Sunday
in February to the Sunday closest to December 1, which resulted in a year
containing 39 weeks in 1994.
(4) See Note 2 of the Notes to the Company's Financial Statements for
information regarding the calculation of weighted average shares outstanding.
(5) Gives effect to this offering and the application of the net proceeds to
the Company therefrom as if this offering had occurred on June 2, 1996. See
"Use of Proceeds," "Business--Acquisitions" and the Pro Forma Condensed
Consolidated Financial Statements and related notes included elsewhere in
this Prospectus.

6
<PAGE>

RISK FACTORS

Prospective purchasers of the Company's Common Stock should carefully
consider the following factors as well as the other information contained in
this Prospectus in evaluating an investment in the Company's Common Stock.

GROWTH THROUGH ACQUISITIONS

The Company's growth strategy includes acquisitions, and the Company intends
to seek additional acquisition opportunities. There can be no assurance that
the Company will be able to successfully identify suitable acquisition
candidates, secure financing on acceptable terms, complete acquisitions,
integrate acquired operations into existing operations or expand into new
markets. There can also be no assurance that future acquisitions will not have
an adverse effect upon the Company's operating results, particularly in the
fiscal quarters immediately following the completion of such acquisitions
while the operations of the acquired business are being integrated into the
Company's operations. Once integrated, acquired operations may not achieve
levels of revenues, profitability or productivity comparable with those
achieved by the Company's existing operations, or otherwise perform as
expected. In addition, the Company competes for acquisition and expansion
opportunities with companies that have substantially greater resources.

INTEGRATION OF THE ALBA ACQUISITION

The Alba Acquisition is significantly larger than the Company's previous
acquisitions and represents a substantial increase in the scope of the
Company's business. Alba's net sales for the year ended December 31, 1995 were
$24.8 million, and the Company's net sales for the year ended December 3, 1995
were $57.4 million. Successful integration of Alba's operations will depend
primarily on the Company's ability to manage Alba's manufacturing operations
and to eliminate redundancies and excess costs. There can be no assurance that
the Company can successfully integrate Alba and any failure or any inability
to do so may have a material adverse effect on the Company's results of
operations and financial condition. In addition, as a result of the Alba
Acquisition, the Company now operates in Germany and the Czech Republic and
makes sales throughout continental Europe. The Company has no previous
operating experience in such countries and there can be no assurance that the
Company can successfully operate in such countries. Further, although the
Company and its advisors conducted due diligence with respect to Alba, there
can be no assurance that this due diligence investigation uncovered all
material adverse facts relating to the business, results of operations,
financial condition and properties of Alba. The discovery of any such facts
could have a material adverse effect on the Company's results of operations
and financial condition.

DEPENDENCE ON CERTAIN INDUSTRIES

Although the Company's markets are diversified, its business is affected by
trends in the industries which use the Company's products. Pro forma for the
Alba Acquisition, for the six months ended June 2, 1996, approximately 28% and
26% of the Company's net sales were derived from the sale of miniature
lighting components to the automotive industry and the electronics and
communication industry, respectively. The automotive industry is cyclical in
nature. Any downturn in the automotive industry or the electronics and
communication industry could have a material adverse effect on the portion of
the Company's business attributable to such industry as well as an adverse
effect on the Company's results of operations and financial condition taken as
a whole.

DEPENDENCE ON FOREIGN SUPPLIERS

One of the major components used by the Company in its lighting assemblies
is LEDs. Since the Company does not currently manufacture LEDs, it must
purchase all of the LEDs it uses or sells. The Company acquires LEDs from
several sources. All LEDs used by the Company are currently manufactured in
the Pacific Rim. Any event adversely affecting the supply of LEDs could have a
material adverse effect on the Company's results of operations and financial
condition. See "Business--Manufacturing."

7
<PAGE>

FOREIGN OPERATIONS

The Company currently manufactures and sells products in certain foreign
countries, primarily Germany, the United Kingdom and Canada. The manufacturing
costs, profit margins and competitive position of the Company are consequently
affected by the strength of the currencies in countries where it manufactures
goods relative to the strength of the currencies in the countries where its
products are sold. The Company's results of operations and financial condition
may be adversely affected by fluctuations in foreign currencies and by
translations of the financial statements of the Company's foreign subsidiaries
from local currencies into U. S. dollars. In addition, the Company from time
to time enters into forward currency contracts under which the Company is
required to settle each contract at a future date by exchanging a fixed amount
of U.S. dollars or other currency for a fixed amount of a denominated
currency. Consequently, to the extent the value of the denominated currency
fluctuates relative to the U.S. dollar or such other currency, the Company's
financial condition could be materially, adversely affected upon settlement of
such contracts depending on a number of factors. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and Note 6 of Notes to the Company's Financial Statements.
Further, the Company's international operations are generally subject to
various risks that are not present in domestic operations, including
restrictions on dividends and repatriation of funds.

COMPETITION

DISCRETION IN USE OF PROCEEDS

A significant portion of the net proceeds of this offering will be added to
the Company's working capital and will be available for general corporate
purposes, including potential acquisitions. As of the date of this Prospectus,
the Company cannot specify with certainty the particular uses for such net
proceeds to be added to its working capital and accordingly management will
have broad discretion in the application of such net proceeds. The Company
currently has no agreements, arrangements or understandings with respect to
any particular acquisition, and there can be no assurance that any acquisition
will be completed. See "Use of Proceeds." "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and "Business--Growth Strategy."

DEPENDENCE ON KEY PERSONNEL

The Company will continue to be dependent to a significant extent upon the
efforts and abilities of its Chief Executive Officer and principal
shareholder, Mr. Frank M. Ward. The loss of the services of Mr. Ward could
have a material adverse effect on the Company. In view thereof, the Company
has entered into a three-year employment contract with Mr. Ward. See
"Management--Executive Compensation."

CONTROL BY PRINCIPAL SHAREHOLDER AND CHIEF EXECUTIVE OFFICER

Upon completion of this offering, Mr. Ward, together with members of his
immediate family, will beneficially own approximately 56.0% of the outstanding
shares of Common Stock. As a result, Mr. Ward, together with such family
members, will be able to elect the entire Board of Directors, control the vote
on all matters submitted to a shareholder vote and effectively control the
Company. See "Principal and Selling Shareholders."

8
<PAGE>

NO DIVIDENDS ANTICIPATED

The Company intends to retain all future earnings for use in the development
of its business and does not anticipate paying any cash dividends in the
foreseeable future. In addition, dividend payments may also be restricted by
financial covenants contained in the Company's credit facilities. See
"Dividend Policy."

VOLATILITY OF MARKET PRICE FOR COMMON STOCK

From time to time after this offering, there may be significant volatility
in the market price for the Common Stock. Operating results of the Company,
changes in general economic conditions and the financial markets, or other
developments affecting the Company or its competitors could cause the market
price for the Common Stock to fluctuate substantially. See "Price Range of
Common Stock" and "Dividends."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 18,589,201 shares of
Common Stock outstanding. Of these shares, all of the 3,700,000 shares sold in
this offering and 3,924,579 shares of Common Stock currently outstanding will
be freely tradable without restriction or further registration under the
Securities Act of 1933, as amended (the "Securities Act"). The remaining
10,964,622 shares are deemed "restricted shares" as defined by Rule 144 under
the Securities Act. Of such shares, 10,800,465 shares are currently eligible
for sale pursuant to Rule 144, subject to certain restrictions, and 14,157 and
150,000 shares will become eligible for sale pursuant to Rule 144, subject to
certain restrictions in January 1997 and May 1998, respectively. Sales of
substantial amounts of Common Stock (including shares issued upon the exercise
of stock options) in the public market, or the perception that such sales
could occur, could adversely affect the prevailing market price for the Common
Stock and the ability of the Company to raise capital through a public
offering of its equity securities. Certain of the Company's executive officers
and directors and the Selling Shareholder, who will beneficially own in the
aggregate 8,890,976 shares of Common Stock following the completion of this
offering, have agreed not to offer, sell, offer to sell, solicit an offer to
buy, contract to sell, pledge or grant any option to purchase or otherwise
transfer or dispose (or announce any of the foregoing) of any shares of Common
Stock, or any securities convertible into or exercisable for Common Stock,
without the prior written consent of Smith Barney Inc. for a period of 180
days after the date of this Prospectus. See "Shares Eligible for Future Sale."

9
<PAGE>

PRICE RANGE OF COMMON STOCK

Since the effective date of the Company's initial public offering on June
16, 1995, the Company's Common Stock has been traded on the Nasdaq National
Market under the symbol "CHML." The initial public offering price was $8.33
per share. The following table sets forth for the periods indicated the high
and low sales prices of the Company's Common Stock as reported on the Nasdaq
National Market.

<TABLE>
<CAPTION>
FISCAL 1995 HIGH LOW
----------- ------ ------
<S> <C> <C>
Third Quarter (1)....................... $11.33 $ 8.67
Fourth Quarter.......................... 13.83 10.50
FISCAL 1996
-----------
First Quarter........................... $19.83 $13.33
Second Quarter.......................... 28.17 18.33
Third Quarter (2)....................... 30.50 19.00
</TABLE>
- --------
(1) For the period from the Company's initial public offering on June 16, 1995
through August 27, 1995 (the end of the third quarter of the year ended
December 3, 1995).
(2) For the period from June 3, 1996 through August 27, 1996.

The last reported sales price of the Company's Common Stock on August 27,
1996 on the Nasdaq National Market was $26.67 per share. The Company believes
that as of August 27, 1996, the number of beneficial owners of the Company's
Common Stock was approximately 1,900.

DIVIDEND POLICY

The Company does not intend to pay dividends in the foreseeable future as it
intends to retain any earnings for the operation and expansion of its
business. In addition, the payment of cash dividends by the Company may be
subject to certain restrictions under its loan agreements. Any determination
to pay dividends in the future will be at the discretion of the Company's
Board of Directors and will be dependent upon the Company's results of
operations, financial condition, contractual restrictions and other factors
deemed relevant at that time by the Company's Board of Directors. In addition,
dividend payments may also be governed in the future by financial covenants
set by lenders.

10
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,700,000 shares of
Common Stock offered by it hereby are estimated to be approximately $69.9
million (approximately $80.5 million if the Underwriters' over-allotment
option is exercised in full). This assumes a public offering price of $27.50
per share of Common Stock, the last reported sales price of the Common Stock
on the Nasdaq National Market on August 22, 1996, and expenses payable by the
Company estimated at $600,000. The Company will not receive any proceeds from
the sale of shares of Common Stock by the Selling Shareholder.

Of these net proceeds, the Company will use approximately $10.2 million to
re-pay a portion of the indebtedness outstanding under the Company's credit
facilities, which indebtedness was incurred primarily to finance the cash
portion of the purchase price of the acquisition of Electro Fiberoptics, Inc.
("Fiberoptics") and Alba and certain capital expenditures. Indebtedness
outstanding under the credit facilities bears interest at the prime rate
(8.25% per annum as of August 23, 1996) and matures on December 30, 1997.
Amounts repaid by the Company under its credit facilities will be available
for reborrowing. The Company also intends to use a portion of the net proceeds
to pay approximately $8.3 million of certain indebtedness assumed in
connection with the acquisition of Badalex and Alba. As of August 15, 1996,
such indebtedness had an average interest rate of approximately 7.2% per annum
and maturities ranging from on demand to between July 31, 1998 and March 30,
2005. See Notes to Alba's and Badalex's Financial Statements included
elsewhere in this Prospectus. The Company intends to use approximately (i)
$15.0 million of the net proceeds to equip a facility for, or to acquire a
business primarily engaged in, the production of LEDs and (ii) $15.0 million
of the net proceeds to develop or purchase equipment to increase its
production of incandescent bulbs and to increase automation at certain of the
Company's manufacturing facilities. The remaining net proceeds will be added
to the Company's working capital and will be available for general corporate
purposes, including possible future acquisitions. Although the Company intends
to seek additional acquisition and joint venture opportunities, it currently
has no agreements, arrangements or understandings with respect to any
particular acquisition or joint venture, and there can be no assurance that
any acquisitions or joint ventures will be completed.

Pending the Company's use of the net proceeds of this offering, the Company
will make short-term investments in interest-bearing savings accounts,
certificates of deposit, United States Government obligations, money market
accounts, interest bearing securities or other insured short-term, interest-
bearing investments.

11
<PAGE>

CAPITALIZATION

The following table sets forth at June 2, 1996 (i) the consolidated long-
term debt and capitalization of the Company and (ii) the consolidated long-
term debt and capitalization of the Company as adjusted to give effect to this
offering and the application of the net proceeds to the Company therefrom as
described under "Use of Proceeds." This table should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the Company's Financial Statements and Notes thereto
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JUNE 2, 1996
--------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Short-term notes payable................................... $ 26,894 $ 12,000
Current portion of long-term debt.......................... 291 --
-------- --------
Total short-term debt.................................... $27,185 $12,000
======== ========
Long-term debt, less current portion....................... $ 3,354 $ --
Stockholders' equity:
Common Stock, $.01 par value;
20,000,000 shares authorized;
15,854,903 shares issued and
outstanding; 18,554,903 shares
issued and outstanding,
as adjusted(1)........................................... 159 186
Additional paid-in capital................................ 27,077 96,988
Retained earnings......................................... 16,215 16,215
Foreign currency translation adjustment................... 138 138
-------- --------
Total stockholders' equity............................... 43,589 113,527
-------- --------
Total capitalization..................................... $ 46,943 $113,527
======== ========
</TABLE>
- --------
(1) Excludes 750,000 shares of Common Stock reserved for issuance upon the
exercise of options currently outstanding or available for future grant
under the Company's Stock Option Plan.

12
<PAGE>

SELECTED FINANCIAL DATA

The selected financial data of the Company for, and as of the end of, the
year ended December 3, 1995 have been derived from the consolidated financial
statements of the Company, which have been audited by Ernst & Young LLP. The
selected financial data of the Company for, and as of the end of, the nine
months ended November 27, 1994 have been derived from the consolidated
financial statements of the Company, which have been audited by Arthur
Andersen LLP. The selected financial data of the Company for, and as of the
end of, the years ended February 27, 1994 and February 28, 1993 have been
derived from the combined financial statements of the Company, which have been
audited by Arthur Andersen LLP. The selected financial data of the Company
for, and as of the end of, the year ended April 30, 1992 have been derived
from the unaudited combined financial statements of the Company. The selected
financial data of the Company for the six-month periods ended May 28, 1995 and
June 2, 1996 have been derived from the unaudited consolidated financial
statements of the Company. The unaudited financial statements for the year
ended April 30, 1992 and the six month periods ended May 28, 1995 and June 2,
1996 include all adjustments, consisting of normal recurring accruals that the
Company considers necessary for a fair presentation of its financial position
and results of operations for these periods. The results of operations for the
six months ended June 2, 1996 are not necessarily indicative of results that
may be expected for the full year. The following data should be read in
conjunction with the Company's Financial Statements and Notes included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
NINE
MONTHS YEAR SIX MONTHS
YEAR ENDED(1) ENDED ENDED ENDED
-------------------------- ----------- ------- ---------------
4/30/92 2/28/93 2/27/94 11/27/94(2) 12/3/95 5/28/95 6/2/96
------- ------- -------- ----------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
DATA (3):
Net sales............... $9,031 $12,223 $ 24,894 $31,729 $57,402 $24,402 $41,527
Cost of products sold... 6,363 9,075 17,860 21,113 36,726 15,790 27,243
------ ------- -------- ------- ------- ------- -------
Gross margin.......... 2,668 3,148 7,034 10,616 20,676 8,612 14,284
Selling, general and ad-
ministrative expenses.. 2,362 2,322 8,028 7,777 8,462 3,913 6,109
------ ------- -------- ------- ------- ------- -------
Operating income
(loss)............... 306 826 (994) 2,839 12,214 4,699 8,175
Interest (income) ex-
pense, net............. (121) 323 502 936 803 803 323
Other (income) expense,
net.................... 25 86 (92) (7) (47) 8 (16)
------ ------- -------- ------- ------- ------- -------
Income (loss) before
provision
(benefit) for income
taxes.................. 402 417 (1,404) 1,910 11,458 3,888 7,868
Provision (benefit) for
income
taxes (4).............. 192 (552) 231 800 2,993 1,438 2,494
------ ------- -------- ------- ------- ------- -------
Net income (loss)..... $ 210 $ 969 $ (1,635) $ 1,110 $ 8,465 $ 2,450 $ 5,374
====== ======= ======== ======= ======= ======= =======
Earnings (loss) per com-
mon share.............. $ 0.02 $ 0.08 $ (0.13) $ 0.09 $ 0.61 $ 0.20 $ 0.34
====== ======= ======== ======= ======= ======= =======
Weighted average shares
outstanding (5)........ 12,496 12,496 12,496 12,496 13,920 12,510 15,708
====== ======= ======== ======= ======= ======= =======
Cash dividends per com-
mon
share (6).............. $ -- $ 0.02 $ -- $ -- $ -- $ -- $ --
====== ======= ======== ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
4/30/92(1) 2/28/93(1) 2/27/94(1) 11/27/94(2) 12/3/95 5/28/95 6/2/96
---------- ---------- ---------- ----------- ------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (3):
Working capital (defi-
cit)................... $2,259 $4,549 $(1,507) $ (270) $9,923 $6,224 $ (4,218)
Total assets............ 8,135 13,374 14,644 32,929 59,630 40,435 103,413
Short-term debt......... 2,355 2,443 3,849 9,114 65 2,106 27,185
Long-term debt, less
current
portion................ 2,420 5,893 3,628 9,015 3,147 18,156 3,354
Stockholders' equity.... 2,178 3,077 1,435 2,673 34,921 5,295 43,589
</TABLE>

13
<PAGE>

- --------
(1) Reflects the results of operations and financial position of Xenell Corp.,
a predecessor to the Company ("Xenell"), for its year ended April 30,
1992. The results of operations and financial position of Xenell and the
Company are combined for the Company's years ended February 28, 1993 and
February 27, 1994.
(2) The Company changed its financial reporting year-end from the last Sunday
in February to the Sunday closest to December 1, which resulted in a year
containing 39 weeks in 1994.
(3) Revenues, expenses, assets, and liabilities are significantly affected by
the number and timing of acquisitions made by the Company. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations," "Business--Acquisitions," and the Pro Forma Condensed
Consolidated Financial Statements and related notes included elsewhere in
this Prospectus.
(4) Between May 1, 1992 and January 1, 1994, Xenell was taxed as an "S"
corporation under the Internal Revenue Code, as amended (the "Code").
Provision (benefit) for income taxes during such period reflects the
provision (benefit) for income taxes attributable to certain other
companies taxed as "C" corporations under the Code and consolidated with
the Company's results of operations during such period. See Note 5 of
Notes to the Company's Financial Statements.
(5) See Note 2 of Notes to the Company's Financial Statements for information
regarding the calculation of weighted average shares outstanding.
(6) Reflects cash dividends paid by Xenell to Mr. Frank M. Ward, the Company's
Chief Executive Officer and founder, during the period in which Xenell was
taxed as an "S" corporation under the Code.

14
<PAGE>

SELECTED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The selected pro forma condensed consolidated financial data presented below
for the year ended December 3, 1995 and for, and as of the end of, the six
months ended June 2, 1996 are derived from the unaudited Pro Forma Condensed
Consolidated Financial Statements included elsewhere in this Prospectus. The
pro forma condensed consolidated statement of operations data for the year
ended December 3, 1995 gives effect to the following as if each had occurred
on November 28, 1994: (i) the Recent Acquisitions and (ii) this offering and
the application of the net proceeds to the Company therefrom. The pro forma
condensed consolidated statement of operations data for the six months ended
June 2, 1996 gives effect to the following as if each had occurred on December
4, 1995: (i) the Alba Acquisition and (ii) this offering and the application
of the net proceeds to the Company therefrom. The pro forma condensed
consolidated balance sheet data as of June 2, 1996 gives effect to this
offering and the application of the net proceeds to the Company therefrom as
if this offering had occurred on June 2, 1996. The pro forma condensed
consolidated financial data do not purport to be indicative of the combined
results of operations that actually would have occurred if the transactions
described above had been effected at the dates indicated or to project future
results of operations for any period. See the Pro Forma Condensed Consolidated
Financial Statements and related notes included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 3, 1995 JUNE 2, 1996
----------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales................................. $105,093 $ 52,195
Cost of products sold..................... 72,072 35,440
-------- --------
Gross margin............................ 33,021 16,755
Selling, general and administrative ex-
penses................................... 21,112 8,573
-------- --------
Operating income........................ 11,909 8,182
Interest (income) expense, net............ 140 (302)
Other (income) expense, net............... (13) (64)
-------- --------
Income before provision for income taxes.. 11,782 8,548
Provision for income taxes................ 3,770 2,735
-------- --------
Net income.............................. $ 8,012 $ 5,813
======== ========
Earnings per common share................. $ 0.48 $ 0.35
======== ========
Weighted average shares outstanding....... 16,565 16,565
======== ========
<CAPTION>
JUNE 2,
1996
--------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 62,366
Total assets................................................ 154,812
Short-term debt............................................. 12,000
Long-term debt, less current portion........................ --
Stockholders' equity........................................ 113,527
</TABLE>

15
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's Financial Statements and Notes thereto included elsewhere in this
Prospectus.

GENERAL

In 1985, Mr. Frank Ward acquired all of the outstanding shares of capital
stock of Xenell, which had been engaged primarily in the business of
manufacturing neon lighting bulbs and assemblies since 1976. Mr. Ward caused
Chicago Miniature Lamp, Inc., an Oklahoma corporation ("CML") to be organized
in October 1992 for the purpose of acquiring Chicago Miniature Lamp, Inc., a
Delaware corporation ("CML-Delaware"), a distributor of miniature lighting
components. From 1992 to 1994, CML and Xenell were under the common control of
Mr. Ward and effective December 31, 1993, Xenell was merged into CML. In April
1993, the Company acquired the business and product lines of Glolite Sales,
Ltd. ("Glolite"), a manufacturer of miniature neon and incandescent bulbs and
string lighting products. In May 1994, the Company acquired Industrial
Devices, Inc. ("IDI"), a value-added assembly manufacturer. In March 1995, the
Company acquired Plastomer Inc. ("Plastomer"), a Canadian value-added producer
of plastic sockets and assemblies. The Company used a portion of the net
proceeds of its initial public offering in June 1995 to re-pay substantially
all the debt incurred in connection with these acquisitions.

Following the completion of the Company's initial public offering in June
1995, the Company acquired (i) Fredon Industrial Development, Inc. ("Fredon"),
a tool, die and mold maker; (ii) STT Holdings Limited and certain other
affiliated entities ("Badalex"), a manufacturer of automated bulb-making
equipment; (iii) Fiberoptics, a manufacturer of high tech fiber optic products
and glass and plastic fibers; (iv) Phoenix Lighting (U.K.) Limited
("Phoenix"), a manufacturer of halogen and specialty lamps; and (v) Alba, a
manufacturer of miniature lighting products. These additional acquisitions
were financed with available cash, cash flow from operations and bank
borrowings.

The Fiscal 1995 Acquisitions include the acquisitions of Plastomer, Fredon,
Badalex and Fiberoptics. The Recent Acquisitions include the Fiscal 1995
Acquisitions, the Phoenix Acquisition and the Alba Acquisition.

In 1994, the Company changed its financial reporting year-end from the last
Sunday in February to the Sunday closest to December 1, which resulted in a
year containing 39 weeks in 1994.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items in
the Company's Statements of Operations expressed as a percentage of net sales:

<TABLE>
<CAPTION>
NINE
YEAR MONTHS YEAR SIX MONTHS
ENDED ENDED ENDED ENDED
------- -------- ------- --------------
2/27/94 11/27/94 12/3/95 5/28/95 6/2/96
------- -------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Net sales....................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of products sold........... 71.7 66.5 64.0 64.7 65.6
----- ----- ----- ----- -----
Gross margin.................... 28.3 33.5 36.0 35.3 34.4
Selling, general and administra-
tive expenses.................. 32.3 24.5 14.7 16.0 14.7
----- ----- ----- ----- -----
Operating income (loss)......... (4.0) 9.0 21.3 19.3 19.7
Interest (income) expense....... 2.0 3.0 1.4 3.4 0.8
Other (income) expense.......... (0.4) 0.0 (0.1) 0.0 0.0
----- ----- ----- ----- -----
Income (loss) before provision
(benefit) for income taxes..... (5.6) 6.0 20.0 15.9 18.9
Provision (benefit) for income
taxes.......................... 0.9 2.5 5.2 5.9 6.0
----- ----- ----- ----- -----
Net income (loss)............... (6.5)% 3.5% 14.8% 10.0% 12.9%
===== ===== ===== ===== =====
</TABLE>

16
<PAGE>

SIX MONTHS ENDED MAY 28, 1995 COMPARED TO SIX MONTHS ENDED JUNE 2, 1996

Net sales increased from $24.4 million for the six months ended May 28, 1995
to $41.5 million for the six months ended June 2, 1996. This increase was
primarily attributable to the Recent Acquisitions, growth in market share and
customer development. The Recent Acquisitions accounted for $11.2 million of
the increase in net sales. With the exception of Plastomer, the Recent
Acquisitions were not included in the operations of the Company for the six
months ended May 28, 1995.

Gross margin increased from $8.6 million for the six months ended May 28,
1995 to $14.3 million for the six months ended June 2, 1996, due primarily to
the increase in sales volume. Gross margin as a percentage of net sales
decreased from 35.3% for the six months ended May 28, 1995 to 34.4% for the
six months ended June 2, 1996, due to a change in product mix and the impact
of lower margins at the companies acquired in the Recent Acquisitions.

Selling, general and administrative expenses increased from $3.9 million for
the six months ended May 28, 1995 to $6.1 million for the six months ended
June 2, 1996. This increase was largely due to the Recent Acquisitions. As a
percentage of net sales, selling, general and administrative expenses
decreased from 16.0% for the six months ended May 28, 1995 to 14.7% for the
six months ended June 2, 1996, primarily as a result of increased sales.

Interest expense, net decreased from $803,000 for the six months ended May
28, 1995 to $323,000 for the six months ended June 2, 1996, primarily as a
result of the reduction of outstanding debt in June 1995, with a portion of
the net proceeds from the Company's initial public offering, available cash
and cash flow from operations. This reduction in debt was somewhat offset by
new debt incurred to finance certain acquisitions.

As a result of the above, income before provision for income taxes increased
from $3.9 million for the six months ended May 28, 1995 to $7.9 million for
the six months ended June 2, 1996. As a percentage of net sales, income before
provision for income taxes increased from 15.9% for the six months ended May
28, 1995 to 18.9% for the six months ended June 2, 1996.

For the six months ended June 2, 1996, the Company recorded a tax provision
of $2.5 million on pre-tax income of $7.9 million, for an effective rate of
32% compared to 37% in the six-month period ended May 28, 1995. The lower tax
rate was primarily due to the establishment of foreign operations and the
resulting impact of lower effective income taxes in those countries.

NINE MONTHS ENDED NOVEMBER 27, 1994 COMPARED TO YEAR ENDED DECEMBER 3, 1995

Net sales increased from $31.7 million for the nine months ended November
27, 1994 to $57.4 million for the year ended December 3, 1995. This increase
in sales was due primarily to a growth of market share and customer
development resulting mainly from the integration of IDI's operations for a
full year compared to seven months of the previous nine month period and the
acquisition of Plastomer which accounted for sales of $7.1 million for 1995.
The elimination of low margin product sales somewhat offset the increase in
net sales for the year ended December 3, 1995.

Gross margin as a percentage of net sales increased from 33.5% for the nine
months ended November 27, 1994 to 36.0% for the year ended December 3, 1995,
primarily as a result of improved production planning, inventory control,
increased manufacturing efficiencies due to restructuring of the acquired
companies, purchasing economies resulting in lower raw material costs and a
reduction in low margin sales. This increase was offset by lower margins of
Plastomer which was included in the Company's operations since March 1995.
Plastomer's margins improved toward the end of the year as the operational
changes subsequent to the March 1995 acquisition became effective.

Selling, general and administrative expenses as a percentage of net sales
decreased from 24.5% for the nine months ended November 27, 1994 to 14.7% for
the year ended December 3, 1995. In the nine months ended November 27, 1994,
the Company incurred an expense of $700,000, or 2.2% of net sales, in
connection with legal services rendered for settlement of certain litigation
and supplemental accounting services rendered in connection with the
acquisition of IDI. Compensation to the Company's Chief Executive Officer was

17
<PAGE>

approximately $2.0 million, or 6.3% of net sales, during the nine months ended
November 27, 1994 compared to $360,000, or 0.6% of net sales, for the year
ended December 3, 1995. Compensation to the Chief Executive Officer has been
set under his employment agreement at $250,000 for fiscal 1996 and 1997. The
remaining decrease in selling, general and administrative expenses as a
percentage of net sales during the year ended December 3, 1995 was primarily
related to spreading the selling, general and administrative costs over a
higher sales base. This decrease was somewhat offset by the additional selling
and general and administrative expenses as a percentage of net sales resulting
from the Plastomer acquisition. The negative effect of Plastomer's higher rate
of selling, general and administrative expenses as a percentage of net sales
was largely eliminated by the end of fiscal 1995 as a result of restructuring.

Interest expense, net as a percentage of net sales decreased from 3.0% for
the nine months ended November 27, 1994 to 1.4% for the year ended December 3,
1995 as a result of the reduction of outstanding debt in June 1995 with a
portion of the net proceeds from the Company's initial public offering,
available cash and cash flow from operations.

As a result of the above, income before provision for income taxes increased
from $1.9 million for the nine months ended November 27, 1994 to $11.5 million
for the year ended December 3, 1995. As a percentage of net sales, income
before provision for income taxes increased from 6.0% for the nine months
ended November 27, 1994 to 20.0% for the year ended December 3, 1995.

For the year ended December 3, 1995, the Company recorded a tax provision of
$3.0 million on a pre-tax income of $11.5 million for an effective rate of
26%. For the nine months ended November 27, 1994, the Company recorded a tax
provision of $800,000 on pre-tax income of $1.9 million for an effective rate
of 42%. The reduction in the effective tax rate was due primarily to the
establishment of foreign operations and the resulting impact of lower
effective income taxes in those countries.

YEAR ENDED FEBRUARY 27, 1994 COMPARED TO NINE MONTHS ENDED NOVEMBER 27, 1994

Net sales increased from $24.9 million for the year ended February 27, 1994
to $31.7 million for the nine months ended November 27, 1994. The increase in
sales volume was due primarily to the acquisition of IDI in May 1994, which
added seven months of IDI sales, totaling $13.2 million during the nine months
period ended November 27, 1994. Included in the net sales for the year ended
February 27, 1994 and for the nine months ended November 27, 1994 are sales of
incandescent bulbs to General Electric Co. ("GE") of $5.4 million and $1.5
million, respectively. The Company primarily purchased the bulbs overseas and
packaged them for sale by GE. The Company's profit margin associated with this
product line diminished, and in December 1994 the Company scaled back this
operation.

Gross margin as a percentage of net sales increased from 28.3% for the year
ended February 27, 1994 to 33.5% for the nine months ended November 27, 1994,
primarily as a result of increased manufacturing efficiencies and purchasing
economies resulting in lower raw material costs. These cost efficiencies were
offset somewhat by the low margins associated with the resale of purchased
incandescent bulbs. In addition, the nine months ended November 27, 1994
included the operations of IDI for seven months. For such seven month period,
IDI's gross margin was approximately 35%.

Selling, general and administrative expenses as a percentage of net sales
was 32.3% for the year ended February 27, 1994 and 24.5% for the nine months
ended November 27, 1994. During the year ended February 27, 1994, the Company
incurred an expense of $1.0 million, or 4.0% of net sales, in connection with
the settlement of certain litigation. In the nine months ended November 27,
1994, the Company incurred professional-related expenses totaling
approximately $700,000, or 2.2% of net sales, associated with legal services
rendered in settling a lawsuit and supplemental accounting services rendered
in connection with the acquisition of IDI. Compensation to the Company's Chief
Executive Officer as a percentage of net sales was 13.1% for the year ended
February 27, 1994 and 6.3% for the nine months ended November 27, 1994. While
the Company was privately owned by Mr. Ward, he withdrew approximately $3.2
million as compensation during the year ended February 27, 1994, compared to
$2.0 million during the nine months ended November 27, 1994.

18
<PAGE>

The remaining increase in selling, general and administrative expenses as a
percentage of net sales during the nine months ended November 27, 1994 was
related primarily to seven months of selling, general and administrative costs
of IDI, which were included in the Company's nine-month period.

Interest expense as a percentage of net sales increased from 2.0% for the
year ended February 27, 1994 to 3.0% for the nine months ended November 27,
1994 as a result of additional borrowings by the Company under its credit
facility to fund the Company's acquisition of IDI and from increased interest
expense.

Primarily as a result of the increase in gross margin and the reduction in
compensation paid to the Chief Executive Officer, income (loss) before
provision for income taxes increased $3.3 million from a loss of $1.4 million
for the year ended February 27, 1994 to income of $1.9 million for the nine
months ended November 27, 1994. As a percentage of net sales, income (loss)
before provision for income taxes increased from (5.6%) for the year ended
February 27, 1994 to 6.0% for the nine months ended November 27, 1994.

For the nine months ended November 27, 1994, the Company recorded a tax
provision of $800,000 on pre-tax income of $1.9 million for an effective rate
of 42%. For the year ended February 27, 1994, the Company recorded a tax
provision of $231,000 on a pre-tax loss of $1.4 million due to additional
deferred tax provisions caused by the termination of Xenell's "S" Corporation
status on January 1, 1994. See Note 5 of Notes to the Company's Financial
Statements included elsewhere in this Prospectus.

LIQUIDITY AND CAPITAL RESOURCES

Prior to its initial public offering in June 1995, the Company financed its
operations primarily with cash from operations and bank borrowings secured by
Company assets and guarantees by Mr. Frank Ward. In June 1995, the Company
completed its initial public offering pursuant to which the Company issued and
sold 3,195,000 shares of its Common Stock and received net proceeds of
approximately $23.7 million. The Company used such net proceeds primarily to
reduce its outstanding indebtedness.

Net cash provided by operating activities was $8.1 million for the year
ended December 3, 1995, and the Company's investing activities totalled $14.9
million. The investing activities included (i) the Fiscal 1995 Acquisitions,
in connection with which the Company paid (net of cash acquired) $10.3
million, (ii) capital expenditures of $2.5 million and (iii) purchases of
short-term cash investments of $2.1 million. Net cash provided by financing
activities aggregated $6.2 million. Proceeds from borrowings and proceeds from
the initial public offering totaled $32.7 million, with repayments under the
Company's credit facilities aggregated $26.5 million.

Net cash used in operating activities was $5.4 million for the six months
ended June 2, 1996, and the Company's investing activities totalled $13.3
million. The investing activities primarily included the Alba Acquisition, in
connection with which the Company paid approximately DM 13.1 million (or $8.5
million) in cash, assumed certain liabilities totaling approximately DM 7.5
million (or $4.9 million) and issued 150,000 shares of the Company's Common
Stock. Net cash provided by financing activities included $22.5 million in net
borrowings under the Company's credit facilities.

In fiscal 1995, the Company entered into a bank financing agreement. The
agreement provides a $5.0 million operating line of credit and a $30.0 million
loan facility for acquisitions and capital expenditures, both of which are
subject to a defined borrowing base limitation. In addition, under the bank
financing agreement, the Company has an $8.0 million letter of credit
facility. Borrowings under the bank financing agreement mature December 30,
1997 and interest accrues at the prime rate (8.25% per annum as of August 23,
1996). As of June 2, 1996, the Company had available borrowings of
approximately $11.4 million under the bank financing agreement (subject to the
defined borrowing base limitation) and had outstanding borrowings of
approximately $4.8 million under the operating line of credit and $16.8
million under the acquisition facility. As of June 2, 1996, letters of credit
issued under the credit facility totaled approximately $4.7 million.

In August 1996, the Company obtained a commitment for an amended bank
financing agreement. The new $65.0 million credit facility is expected to
include (i) a $25.0 million operating revolving line of credit to support

19
<PAGE>

letters of credit and borrowings for the working capital needs of the Company
and its subsidiaries in the United States and Canada (the "Domestic Line of
Credit"); (ii) a $10.0 million revolving line of credit for the working
capital needs of certain foreign subsidiaries of the Company (the "Foreign
Line of Credit"); and (iii) a $30.0 million non-revolving acquisition line of
credit. Borrowings under the new credit facility will be subject to a defined
borrowing base. The Domestic Line of Credit and the Foreign Line of Credit are
expected to mature in July 1998. With respect to loans made under the
acquisition line of credit, interest will be payable for the first 18 months
and thereafter such borrowings will be amortized over a period of five years.
Interest rates on borrowings under the new credit facility will vary, at the
Company's option, from rates equal to the bank's prime rate or various
Eurocurrency rates plus a specified number of basis points.

The Company from time to time enters into forward currency contracts under
which the Company is required to settle each contract at a future date by
exchanging a fixed amount of U.S. dollars or other currency for a fixed amount
of a denominated currency. Consequently, to the extent the value of the
denominated currency fluctuates relative to the U.S. dollar or such other
currency, the Company's financial condition could be materially affected upon
settlement of such contracts depending on a number of factors. The Company
believes that these factors, which include, among others, the aggregate amount
of the contracts, the Company's ability to enter into offsetting contracts
prior to settlement of such contracts and the Company's ability to use U.S.
dollars or other foreign currency generated through the Company's operations
to settle its contracts, may help the Company to mitigate its exposure to
potential losses under these contracts. See "Risk Factors--Foreign Operations"
and Note 6 of Notes to the Company's Financial Statements.

The Company believes that the net proceeds from this offering, cash from
operations and borrowings available under the Company's credit facility will
be sufficient to meet the Company's working capital and capital expenditure
needs for the foreseeable future.

20
<PAGE>

BUSINESS

Chicago Miniature Lamp, Inc. is a vertically integrated manufacturer and
supplier of a wide variety of miniature lighting products comprised primarily
of value-added miniature lighting assemblies and miniature bulbs and, to a
lesser extent, miniature bulb sockets, automated bulb manufacturing equipment
and fiber optic products. The Company's lighting products are used mainly as
visual fault or status indicators and for illumination in a wide array of
products. Product applications range from "power on" indicators for small
household products such as steam irons, electric blankets and coffee makers to
sophisticated lighting assemblies for automobile message centers and
telecommunications status arrays. The Company's products are sold primarily to
OEMs in the automotive, electronics and communication, appliance and aviation
industries. As a result of recent foreign acquisitions, the Company now
markets its products throughout North America and Europe.

Many OEMs have adopted and are becoming increasingly reliant upon the
outsourcing of customized assemblies, and the Company believes this trend will
continue as OEMs attempt to: (i) reduce time to market; (ii) reduce capital
investment; (iii) gain access to leading technological solutions; and (iv)
reduce inventory. The Company is positioning itself to provide "one stop"
lighting solutions to its customers' miniature lighting requirements.
Companies which operate in the miniature lighting market have generally been
small, specialized producers of individual components, including light
sources, sockets, housings, lenses and wiring harnesses. The Company's
strategy is to operate as a vertically integrated manufacturer producing both
discrete lighting components and customized lighting assemblies. Through the
Company's acquisition of leading niche companies, the Company has the ability
to design, manufacture and assemble the majority of the components utilized in
its miniature lighting products and to provide its customers with a wide range
of value-added products and services. The degree of vertical integration
employed in the Company's operations has enabled it to differentiate itself
from its competitors.

OPERATING STRATEGY

Vertical Integration. The Company intends to further enhance the vertical
integration of its operations by broadening the range of lighting components
which it manufactures and uses in its miniature lighting assemblies. As the
Company increases the percentage of Company-manufactured components used in
its lighting assemblies, it achieves greater control over the quality of such
assemblies and improves the cost-effectiveness of its operations. The
Company's ability to manufacture a wide array of miniature lighting components
also enables the Company to make more complex, value-added assemblies, which
generally have higher average selling prices per unit and higher margins than
discrete lighting components. The Company's vertical integration also improves
manufacturing flexibility, enabling the Company to respond quickly to
customers' specialized needs and shifts in demand.

21
<PAGE>

Technology-driven Product Innovation. Miniature lighting products and the
related manufacturing technology are becoming increasingly sophisticated,
making it difficult for OEMs to maintain the necessary technical expertise
needed for product development. Through the acquisition of various niche
companies operating within the miniature lighting and fiber optic industries,
the Company's technology expertise has expanded. The Company has utilized its
technical expertise to develop close working relationships with its OEM
customers by designing and manufacturing lighting solutions in cooperation
with such customers to meet their specific needs. In addition, the Company
closely monitors developing technologies within the industry and its sales
data to determine whether to pursue manufacturing new lighting products. For
example, in December 1995, the Company acquired Electro Fiberoptics, Inc.
("Fiberoptics"), a manufacturer of fiber optic products. The Company is
currently exploring further opportunities for the development and integration
of various fiber optic products. The Company believes that it can expand its
business by offering new products and entering new niche markets in which it
can be one of a few leading suppliers. Diversification in products and markets
will continue to be a key component of the Company's operating strategy. See
"Risk Factors--Growth through Acquisitions; Dependence on Certain Industries."

Improving Operating Efficiencies. The Company has realized various cost
savings in connection with integrating acquired companies. Specifically, the
Company has successfully realigned acquired companies by focusing their
manufacturing operations on selected lighting products, primarily those
products which have higher profit margins and stronger growth prospects. In
connection with such realignment, the Company has adjusted the product mix
manufactured by acquired companies in an effort to improve the profitability
of such companies, which has had the short-term effect in certain cases of
reducing the net sales of such acquired companies. Additionally, the Company
has been able to consolidate certain administrative functions. For example,
the Company's customer base has generally overlapped the customer base of
these acquired businesses and, as a result, the Company has been able to serve
most of the customers of the acquired companies with its existing sales force,
reducing selling expenses as a percentage of net sales. Further, the Company's
ability to use components it manufactures in its miniature lighting assemblies
provides cost savings. The Company can also capitalize on its purchasing power
for those products which it does not manufacture.

Responsiveness and Quality. The Company believes that responsiveness to
customers' "just-in-time" demands and quality are critical factors for success
in the miniature lighting industry. The Company strives to improve its
manufacturing operations by automating its manufacturing processes wherever
possible to reduce costs and increase production capacity. By custom designing
manufacturing equipment, the Company has the ability to automate single, labor
intensive steps within an assembly line operation as well as an entire product
assembly line. In addition, the Company has developed the technology to
monitor and control its production performance. As a result of these
initiatives, the Company has achieved a preferred supplier designation for
several of its most important OEM customers, including Q-1 certification from
Ford Motor Company, a Quality Excellence award from Chrysler Corp., and is
certified as a QS-9000, ISO 9001 and Euro-Net ISO 9000 and 9001 supplier.

GROWTH STRATEGY

The Company believes that it is well positioned to continue its growth due
to several factors. The increased vertical integration of the Company has
provided it with certain cross selling opportunities as acquisitions have
expanded the Company's product line to include new, complimentary products.
Further, the Company has high speed, bulb manufacturing equipment capability
which allows it to manufacture many of the categories of bulbs utilized in its
operations (except for LEDs). The Company also intends to continue its
expansion both domestically and internationally. The Company has been able to
identify and acquire established businesses that it believes have well-
developed market positions and strong reputations for technology, quality and
innovation. The Company believes that its market and financial strength,
knowledge of the industry and its participants, and continued execution of its
operating strategy will help to create opportunities for continued growth.

22
<PAGE>

Increasing Sales to Existing and New Customers. The Company focuses on
expanding its market by designing, developing, and marketing "one stop"
lighting solutions. Historically, OEMs have had to contract with separate
companies to secure bulbs, wires, plastics, and assemblies for visual
indicators and illuminated products. The Company fulfills its customers'
outsourcing and "just-in-time" inventory needs by rapidly providing
innovative, cost-effective lighting solutions for the tooling, molding, and
assembling of specialized lighting components. The Company believes that its
"one stop" strategy has enabled it to establish strategic relationships with
significant OEM customers to jointly develop new product solutions. The result
has been new growth opportunities with customers like American Telephone &
Telegraph Co., Black & Decker Corp., Cabletron Systems, Inc. and Lithonia
Lighting (a division of National Services Industries, Inc.).

Automating and Expanding Manufacturing Operations. As miniature lighting
products have become more technically advanced, the Company's manufacturing
operations have become increasingly automated. The Company intends to continue
its vertical integration by designing, manufacturing and assembling a greater
percentage of the components assimilated in its miniature lighting products.
Through the acquisition of Badalex, the Company now has the capability of
designing and producing high speed, bulb manufacturing equipment. This
equipment will give the Company the flexibility to manufacture many of the
categories of bulbs used in its operations. The Company intends to further
expand its manufacturing operations to include the production of new
components such as LEDs. Currently, the Company purchases, from several
sources, all of the LEDs used in its miniature lighting assemblies and sold as
discrete products. The Company intends to use a portion of the net proceeds of
this offering to equip a facility for, or to acquire a business primarily
engaged in, the production of LEDs. See "Risk Factors--Dependence on Foreign
Suppliers" and "Use of Proceeds."

International Expansion. The Company has identified international markets,
primarily Europe, as a major source of potential future growth. The Company
intends to focus on Europe because of its size and similarity to the North
American marketplace. The Company believes that the acquisition of Alba has
provided the Company with a significant European market presence and a
platform from which to acquire, restructure and integrate additional
complementary European companies. The Company will seek to capitalize on the
recognized and respected names of Alba and Badalex to introduce the Company's
products in the European market. In addition, due to its international
expansion, the Company has the ability to meet the needs of its customers'
foreign operations. The Company plans to continue to seek additional
acquisitions throughout Europe in an effort to mirror its domestic strategy,
thereby attempting to consolidate the fragmented European miniature lighting
industry. See "Risk Factors--Foreign Operations."

Complimentary Acquisitions. Within the miniature lighting and fiber optic
industries there are many well known, private companies which produce various
lighting related products. As the Company believes that it would be very
difficult and expensive to establish the name, reputation, form and function
comparable to these companies, the Company has generally used strategic
acquisitions to effect its vertical integration strategy. The Company
continues to seek acquisitions that will augment its technology, engineering
and design capabilities, broaden its product offerings, and provide additional
manufacturing facilities and access to related markets. The Company believes
that its extensive knowledge of the fragmented miniature lighting and fiber
optic industries provides an important competitive advantage in identifying
domestic and international acquisition opportunities. Additionally, the
Company believes that its demonstrated success in integrating and improving
acquired businesses will continue to provide the Company with significant
growth opportunities. See "Risk Factors--Growth through Acquisitions."

23
<PAGE>

ACQUISITIONS

The following table sets forth the acquisitions which have been consummated
by the Company since January 1992:
<TABLE>
<CAPTION>
DATE OF
BUSINESS ACQUISITION TYPE OF OPERATION LOCATION
- ------------------------ ------------- --------------------------------- ----------------
<S> <C> <C> <C>
Chicago Miniature Lamp, October 1992 Distributor of miniature lighting Buffalo Grove,
Inc.................... components Illinois
Glolite Sales, Ltd...... April 1993 Manufacturer of miniature neon Pauls Valley,
and incandescent bulb and string Oklahoma
lighting products
Industrial Devices, May 1994 Designer and manufacturer of Hackensack,
Inc.................... miniature lighting products New Jersey
Plastomer Inc........... March 1995 Manufacturer and supplier of Barrie, Ontario,
miniature lighting assemblies Canada
and bulb sockets
Fredon Industrial Devel- August 1995 Machine tooling and die Newton,
opment, Inc............ making New Jersey
STT Holdings Limited November 1995 Manufacturer of bulb making Byfleet, Surrey,
(1).................... machine equipment United Kingdom
Electro Fiberoptics, December 1995 Manufacturer of fiber optic Marlboro,
Inc.................... products Massachusetts
Phoenix Lighting (U.K.) December 1995 Manufacturer of halogen and Coalville,
Limited................ specialty bulbs Leicestershire,
United Kingdom
Alba (2)................ May 1996 Manufacturer of miniature Bamberg,
lighting products Germany
</TABLE>

- --------
(1) The Company acquired substantially all of the assets of (i) STT Holdings
Limited, which included two of its subsidiaries (STT Badalex Limited and
STI Lighting Limited), and (ii) PRT Shipping Limited.
(2) In connection with the Alba Acquisition, the Company acquired (i) W.
Albrecht GmbH u. Co. KG ("Alba-Germany"), (ii) Alba Light Design GmbH
("Alba-Light Design"), (iii) Alba Lamps, Inc. ("Alba-USA"), and (iv)
certain other affiliated entities. The Company also acquired a majority
interest in A&S Electric, spol.s.r.o. ("Alba-CZ") and Alba Technology (M)
Sdn. Bhd. ("Alba-Malaysia").

Although the Company intends to seek additional acquisition and joint
venture opportunities, it currently has no agreements, arrangements or
understandings with respect to any particular acquisition or joint venture,
and there can be no assurance that any acquisitions or joint ventures will be
completed. See "Risk Factors--Growth Through Acquisitions."

INDUSTRY OVERVIEW

The lighting industry is a large, mature market, which is characterized by
the long life cycle of its lighting products. The miniature lighting market is
a specialized subset of the overall lighting industry, which exhibits slow
product obsolescence, stable underlying demand and moderate growth. While the
lighting industry is dominated by General Electric Co., Philips Electronics,
N. V., and Osram (Siemens AG), the miniature lighting industry is fragmented
with many private companies. Purchasers of miniature light bulbs are primarily
OEMs in the automotive, electronics and communications, appliance and aviation
industries, whose products require a wide variety of illumination. Generally,
miniature light bulbs are inserted into lighting assemblies that may be used
in circuit board and panel mount applications that can be incorporated into a
wide variety of OEM products.

24
<PAGE>

There has been increased acceptance by OEMs of the use of lighting
manufacturing specialists for the production of miniature lighting assemblies.
Many OEMs have adopted and are becoming increasingly reliant upon the
outsourcing of customized assemblies, and the Company believes this trend will
continue as OEMs attempt to: (i) reduce time to market; (ii) reduce capital
investment; (iii) gain access to leading technological solutions; and (iv)
improve inventory management.

PRODUCTS AND MARKETS

The Company's value-added capabilities and services range from the simple
addition of leadwires, terminals, resistors and/or insulating tubing to
discrete bulbs and LEDs to the production of complex information modules that
combine bulbs, housings, and cable assemblies. The lighting sources used by
the Company in its lighting assemblies are LEDs and miniature incandescent and
neon bulbs. Such lighting sources and sockets are also sold as discrete items.
The type of lighting source used in an application is typically dependent on
user preference and voltage availability. Neon bulbs offer long life, utilize
very little energy, provide very limited light output and are used in 110-volt
applications. Incandescent bulbs provide the brightest illumination but have
relatively short lives and utilize the most energy. LEDs offer extremely long
life, low energy consumption and good shock and vibration resistance but have
relatively limited light output. Further, miniature incandescent bulbs and
LEDs are typically limited to low voltage applications (5-10 volts).
Substantially all of the neon bulbs sold or used by the Company are
manufactured by the Company, whereas a substantial portion of all the
incandescent bulbs and all of the LEDs used in the Company's assemblies or
sold as discrete miniature items are currently purchased from third parties.
The Company intends to use a portion of the net proceeds from this offering to
equip a facility for, or to acquire a business primarily engaged in, the
production of LEDs as well as to develop or purchase equipment to increase its
production of incandescent bulbs. See "Use of Proceeds."

The Company has increasingly focused its marketing efforts on major OEMs
that have a need for customized, value-added assemblies. The majority of the
Company's miniature lighting assemblies are used primarily in circuit board
and panel mount applications that can be incorporated into a wide variety of
OEM products. The Company's product lines consist of standard, modified
standard and customized products. OEMs generally purchase standard, modified
standard and customized, value-added products, whereas distributors primarily
purchase standard products.

The chart below sets forth, pro forma for the Recent Acquisitions, the
percentage of net sales by product category of the Company for the six months
ended June 2, 1996:

[PIE CHART]

LIGHTING ASSEMBLIES 60%
MANUFACTURING EQUIPMENT 9%
DISCRETE BULBS AND LEDS 25%
OTHER 6%

25
<PAGE>

The Company's miniature lighting products serve a broad range of markets and
are used in applications from "power-on" indicators for small household
appliances to sophisticated lighting assemblies for automobile message centers
and telecommunications status arrays. For the year ended December 3, 1995 (pro
forma for the Recent Acquisitions) and the six months ended June 2, 1996 (pro
forma for the Alba Acquisition), approximately 83% of the Company's net sales
were to OEMs. The chart below sets forth the percentage of net sales of
miniature lighting products by market and application for the six months ended
June 2, 1996:

[PIE CHART]

AUTOMOTIVE 28%
APPLIANCE 9%
ELECTRONICS AND COMMUNICATION 26%
DISTRIBUTION 16%
OTHER 11%
INDUSTRIAL 10%

<TABLE>
<CAPTION>
MARKET APPLICATION
---------------------------------------- ---------------------------------------
<S> <C>
Automotive.............................. Bulb sockets, panel and switch
backlighting, system status indicators,
reading lights, vanity lights, and
illuminators for vehicle cavities.
Electronics and communication........... Computer and hardware, local area
network ("LAN") equipment,
telecommunications equipment, electric
signage, switches and indicators,
commercial lighting, industrial
controls, and home entertainment
equipment.
Distribution............................ Industrial, marine, aviation and
electronic distributors resell the
Company's products to a wide variety of
OEMs and directly to the maintenance
and replacement market.
Industrial.............................. Incandescent and fluorescent bulb
manufacturing equipment and various
types of automated processing
equipment.
Appliance............................... Washers, dryers, refrigerators, toaster
ovens, steam irons, coffee makers,
power hand tools, and electric
blankets.
</TABLE>

The remaining 11% of net sales represent sales of fiber optic products,
government sales of lighting products, and miscellaneous non-lighting
products.

26
<PAGE>

MANUFACTURING

The Company's manufacturing operations are integrated in that the Company
designs, engineers, manufactures, assembles and sells its lighting products.
This enables the Company to control product cost more effectively, help ensure
quality and offer its customers a wide array of products and services. The
Company's manufacturing facilities have diverse capabilities including:
plastic injection molding; production of complex molds, assembly fixtures and
dies; wire cutting, stripping and metal stamping; and various assembly
operations. In addition to the manufacture of value-added assemblies, the
Company's manufacturing capabilities include bulb forming and cutting, socket
manufacturing, drawing glass and plastic fiber, bulb equipment manufacturing
and producing halogen and other specialty bulbs.

The Company has specialized design and engineering capabilities which it
uses to improve its manufacturing process wherever possible by automating
single, labor intensive operations as well as entire product assembly lines.
Much of the Company's automated manufacturing equipment is custom designed by
its engineers and is proprietary. The Company fabricates most of its own
equipment and many parts are machined in-house and customized to perform
specific functions. The Company develops and uses automated material handling,
testing and packaging systems, and the Company has fully automated the
manufacture of neon and incandescent bulbs, the housings into which such bulbs
and LEDs are placed and bulb sockets. By automating its operations, the
Company has been able to reduce its manufacturing costs, thereby enabling it
to be competitive with products imported from the Pacific Rim.

The Company uses both internally-produced and purchased components in its
assemblies. The Company purchases its raw materials, including plastic, brass,
glass tubing, filaments, gases, electrodes, wire and resistors for use in the
manufacture of bulbs, lenses and assemblies. All such raw materials are
readily available and are generally purchased from a variety of suppliers.
However, some customers require the Company to purchase materials from one or
more designated suppliers. The Company is not dependent upon one source for
any of its materials.

All LEDs used by the Company are currently imported from the Pacific Rim.
However, the Company intends to utilize approximately $15.0 million of the net
proceeds from this offering to equip a facility for, or to acquire a company
primarily engaged in, the production of LEDs. See "Use of Proceeds."

To help control costs on labor-intensive assembly operations, the Company,
during 1995, formed a subsidiary, IDI Internacional, S.A., located in Costa
Rica to perform certain manufacturing operations. Manufacturing operations at
this facility include wire cutting, stripping, assembly and test functions.
The Company's subsidiary operates as an Export Company with Free Zone Status,
which exempts it from Costa Rican import and export duties for production
materials, machinery, equipment and other assets necessary to operate its
business.

SALES AND MARKETING

The Company sells its lighting products through a direct sales force
consisting of 40 persons with primary responsibility for major OEM accounts
and through independent sales representative organizations, with approximately
180 sales people who are responsible for sales in designated geographic
territories in the United States, Canada and Europe. The Company's sales and
engineering personnel interface directly with OEM engineers at the design
level. Data derived by the Company in connection with the sale of its products
is analyzed by the Company and used to decide whether to manufacture or
purchase a particular component. The Company also sells its products through a
comprehensive network of 73 electronic and electrical distributors who resell
to a wide variety of OEM customers and to the maintenance and replacement
market.

The Company advertises in most major electronic trade publications. To help
ensure positive results of its advertising programs, the Company has developed
a lead fulfillment and tracking program that monitors opportunities for the
internal sales force, the sales representatives and distributors. The Company
also publishes full-line catalog/data books in North America and Europe, which
it supplements from time to time.

27
<PAGE>

CUSTOMERS

There has been a trend on the part of OEM customers to consolidate their
list of qualified suppliers to companies that can meet quality and service
standards, have a broad product portfolio and design capability, and offer
competitive prices. The Company's strategy is to provide the broadest
selection of quality miniature lighting products in the markets in which it
competes. In the automotive market the Company's quality control systems are
particularly important. The Company has achieved a preferred supplier
designation for several of its most important OEM customers. These include
preferred status from Ford Motor through Q-1 certification and a Quality
Excellence award from Chrysler Corp. The Company is also certified as a QS-
9000, ISO 9001 and Euro-Net ISO 9000 and 9001 supplier. In addition, the
Company believes that the long-standing and widely recognized trade names of
Chicago Miniature Lamp and its subsidiaries, Industrial Devices, Badalex and
Alba, enhance the Company's ability to reach the secondary market through its
network of distributors.

No customer accounted for 10% or more of the Company's net sales for the
year ended December 3, 1995 or the six months ended June 2, 1996. Some of the
Company's lighting product customers, and the industries in which they
operate, include:

AUTOMOTIVE ELECTRONICS AND COMMUNICATION
---------- -----------------------------
. Acustar . American Telephone & Telegraph Co.
. Delco Electronics . AST Research, Inc.
. Ford Motor Company . Cabletron Systems, Inc.
. United Technologies Corp. . Standard Microsystems Corporation

APPLIANCE DISTRIBUTORS
--------- ------------
. Black & Decker Corp. . California Switch & Signal, Inc.
. The Hoover Company . LaSalle Electric Supply Co.
. Mr. Coffee, Inc. . Newark Electronics
. Sunbeam Oster Company, Inc. . Sager Electronics

INDUSTRIAL
----------
. Osram (Siemens AG)
. Philips Electronics, N.V.
. General Electric Co.
. Toshiba

INTERNATIONAL OPERATIONS

Approximately 23% and 26% of the Company's net sales and operating income,
respectively, for the year ended December 3, 1995 were outside the United
States. Pro forma for the Recent Acquisitions, approximately 43% and 20% of
the Company's net sales and operating income, respectively, for the year ended
December 3, 1995 were outside the United States, and net sales attributable to
the Company's European operations aggregated approximately $28.4 million or
27% of the Company's net sales. The Company currently has manufacturing
facilities in Germany, Canada, the United Kingdom, Costa Rica and the Czech
Republic. See "Business-- Acquisitions." As a result of its foreign sales and
facilities, the Company's operations are subject to risks of doing business
abroad. See "Risk Factors--Foreign Operations."

28
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 3, 1995
-----------------
PRO
ACTUAL FORMA(1)
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Net Sales:
United States........................................ $ 44,340 $ 59,448
Canada............................................... 7,064 11,197
Europe............................................... -- 28,450
Other International.................................. 5,998 5,998
-------- --------
Total.............................................. $ 57,402 $105,093
======== ========
Operating Income (loss):
United States........................................ $ 9,034 $ 9,412
Canada............................................... 707 1,084
Europe............................................... -- (1,151)
Other International.................................. 2,473 2,473
-------- --------
Total.............................................. $ 12,214 $ 11,818
======== ========
Identifiable Assets (2):
United States........................................ $ 30,560 $ 30,560
Canada............................................... 9,429 9,429
Europe............................................... 10,287 38,248
Other International.................................. 7,104 7,104
-------- --------
Total.............................................. $ 57,380 $ 85,341
======== ========
</TABLE>
- --------
(1) Gives effect to the Recent Acquisitions as if they had occurred on
November 28, 1994.
(2) At December 3, 1995.

ACQUISITION OF ALBA

Effective May 1, 1996, in connection with the Alba Acquisition, the Company
acquired (i) W. Albrecht GmbH u. Co. KG ("Alba-Germany"), (ii) Alba Light
Design GmbH ("Alba-Light Design"), (iii) Alba Lamps, Inc. ("Alba-USA"), and
(iv) certain other affiliated entities. The Company also acquired a majority
of interest in A&S Electric, spol. s.r.o. ("Alba-CZ") and Alba Technology (M)
Sdn. Bhd. ("Alba-Malaysia"). The aggregate consideration for the Alba
Acquisition consisted of approximately DM 13.1 million (or $8.5 million) in
cash, 150,000 shares of Common Stock of the Company (valued at $3.3 million),
and the assumption of certain liabilities totaling approximately DM 7.5
million (or $4.9 million). The Alba Acquisition was accounted for under the
purchase method of accounting.

Founded in 1935, Alba is a respected European manufacturer of miniature
lighting products, including value-added miniature lighting assemblies,
miniature bulbs, bases, bulb sockets, reflectors and light pipes. Most of the
bulbs that Alba supplies are permanently soldered and expected to last for the
life of the device in which they are installed. Additionally, miniature bulbs
have been specifically developed for PC-board applications and are surface
mounted devices ("SMD's"). The SMD bulbs are blistered on tape and reel or
supplied in tubes for automatic installation. Alba also offers miniature bulbs
in certain standard colors, and it can meet customer specific color
requirements with its colored silicon rubber caps. Alba provides metal and
plastic bases and has the ability to produce customized plastic bases. Alba
recently developed a computer simulation program for designing light pipe and
light guiding elements for backlighting displays, switches, controls and other
instruments. Alba's lighting calculation software ART (ALBA-Ray-Tracing) can
accept customers specifications in 3D CAD format. The program calculates light
distribution at the desired points of the light pipe. By simulation of rays
from the light source, the ray paths are visualized and can be used for design
optimization. Iterative

29
<PAGE>

modifications can be made via computer until the efficiency of the light pipe
design is optimized. Alba develops a light pipe design in close cooperation
with its customer based on customer specifications.

For the year ended December 31, 1995, Alba had net sales of $24.8 million,
an operating loss of $138,000 and a net loss of $604,000. The Company believes
that Alba's operating loss for the year ended December 31, 1995 reflects
unusually high executive compensation paid to the owners of Alba during the
time in which Alba was operated as a private company. Pro forma for the Recent
Acquisitions, the Company had net sales of $105.1 million, operating income of
$11.9 million and net income of $8.0 million for the year ended December 3,
1995. Pro forma for the Alba Acquisition, the Company had net sales of $52.2
million, operating income of $8.2 million and net income of $5.8 million for
the six months ended June 2, 1996. See Pro Forma Condensed Consolidated
Financial Statements and related notes included elsewhere in this Prospectus.

The Company believes that the Alba Acquisition provides the Company with a
significant European market presence for its technology and product line and
strengthens the Company's position as a leading manufacturer and supplier of
miniature lighting products. The Company will seek to capitalize on the
recognized name of Alba to introduce the Company's products in the European
market. In addition the Alba Acquisition establishes a platform from which the
Company may acquire, restructure and integrate additional complementary
European companies.

Alba's product line includes miniature lighting components comprised
primarily of value-added miniature lighting assemblies and, to a lesser
extent, discrete miniature products, including miniature bulbs, bases, bulb
sockets, reflectors and light guides. For the year ended December 31, 1995,
approximately 79% of Alba's net sales were derived from the sale of miniature
lighting assemblies, and the remaining 21% of net sales were attributable to
discrete miniature lighting products.

Alba's miniature lighting products serve primarily the automotive and
electronics and communication industries. For the year ended December 31, 1995
approximately 56.9% and 40.9% of Alba's net sales were derived from the sale
of miniature lighting components to the automotive industry and the
electronics and communication industry, respectively. For the year ended
December 31, 1995, approximately 97.8% of Alba's net sales were to OEMs, and
approximately 70% of Alba's net sales were in Europe.

Alba is ISO 9000 and 9001 certified and has received "A" quality ratings
from customers such as VDO, Delco Electronics, Bosch and Eaton Corp. and has
the highest quality rating at Mercedes Benz. No customer accounted for 10% or
more of Alba's net sales for the year ended December 31, 1995.

COMPETITION

The industry in which the Company operates is highly competitive. Most of
the Company's competitors offer products in some but not all of the markets
served by the Company. The Company competes primarily on the basis of price,
product quality, design and engineering, customer service and delivery.
Competitors range from large, diversified companies, some of which have
substantially greater financial resources than the Company, to small brokers
representing Pacific Rim manufacturers. Management believes that the Company's
vertical integration and automation, together with its broad product line,
market experience and comprehensive service combine to give the Company a
competitive advantage over other third-party producers and over in-house
production by OEMs. There can be no assurance that the Company will be able to
continue to compete successfully in its industry. See "Risk Factors--
Competition."

The Company's major competitors in the electronics market include Dialight
Corporation, Lite-On, Packard Co. and Data Display Corp. In the automotive
market, the Company occupies a niche for miniature interior lighting, with
competition from Northern Engraving and Eaton Corp. for message modules and
General Electric, Wagner Electric and Toshiba for lamped and unlamped sockets.
In the appliance market, the Company's major competitor is Jemco. In the bulb
equipment manufacturing market, the Company's major competitors are Falma
(Swiss) and major bulb manufacturers who fabricate their own equipment.

30
<PAGE>

BACKLOG

Backlog consists of contracts or purchase orders with delivery dates
scheduled within the next twelve months. At December 3, 1995, the Company's
backlog was approximately $19.3 million compared to approximately $10.1
million at November 27, 1994. Pro forma for the Alba Acquisition, the
Company's backlog was approximately $30.7 million at June 2, 1996. Because
orders may be canceled or rescheduled, the Company believes that backlog is
not always an accurate indicator of results of operations for specific future
periods.

ENVIRONMENTAL REGULATIONS

The Company uses a radioactive gas in its manufacture of neon bulbs, and
maintains a U.S. Nuclear Regulatory Commission license for the use of such
gas. The Company must comply with federal, state and local regulations
pertaining to the storage and discharge of radioactive materials. In view of
the low dosage of radioactivity in the gas used, the requirements for
compliance with these regulations do not, and the Company anticipates will
not, have any material adverse effect upon its capital expenditures, results
of operations or financial condition.

In addition, the Company has implemented an environmental management system
to reduce noise, waste and water pollution below the levels required by
European Community regulations. The Company's compliance is controlled through
a voluntary environmental audit. The results of the audit for CML-Alba are
registered by the local Chamber of Commerce (Reg. No. DE-S-106-00002) and made
available to the public.

EMPLOYEES

As of June 2, 1996, the Company employed a total of 1,266 persons of whom
444 were employed in the United States, 317 in Germany, 71 in Canada, 150 in
the United Kingdom, 180 in Costa Rica and 104 in the Czech Republic.
Manufacturing and engineering operations engaged 1,142 employees, sales
engaged 40 employees and administration and finance engaged 84 employees.
Approximately 152 employees at the Company's New Jersey facility are covered
by a collective bargaining agreement with the Bakery, Confectionery and
Tobacco Workers International Union, Local No. 3 which expires in June 1997.
Approximately 51 employees at the Company's Canadian facility are covered by a
collective bargaining agreement with United Rubber, Cork, Linoleum and Plastic
Workers of America which expires in March 1997. Approximately 200 employees at
the Company's Germany facility are covered by certain agreements by and
between IG Metall Nordbayern and a coalition of employers located in the
geographical region. Management believes that its relationship with its
employees is good.

PROPERTIES

United States. The Company's domestic facilities are located in Illinois,
Massachusetts, New Jersey, and Oklahoma. In Buffalo Grove, Illinois, the
Company leases a 15,600 sq. ft. warehouse facility which includes 5,000 sq.
ft. of office space. In Marlboro, Massachusetts, Fiberoptics owns a 42,000 sq.
ft. manufacturing facility. In Hackensack, New Jersey, IDI leases a 45,000 sq.
ft. manufacturing facility, which includes approximately 10,000 sq. ft. of
warehouse and 7,500 sq. ft. of office space, and a 14,200 sq. ft. facility
located across the street from the manufacturing facility. In Newton, New
Jersey, Fredon owns a 7,000 sq. ft. manufacturing facility. In Wynnewood,
Oklahoma, the Company owns a 30,000 sq. ft. manufacturing and warehouse
facility, which includes 6,000 sq. ft. of warehouse space and 3,000 sq. ft. of
office space. In Pauls Valley, Oklahoma, the Company owns a 40,000 sq. ft.
manufacturing facility, which includes approximately 16,000 sq. ft. of
warehouse space and 5,000 sq. ft. of office space, and leases a 40,000 sq. ft.
warehouse facility. The Company also leases an executive office in Canton,
Massachusetts, and a purchasing office in Sunnyvale, California, from which
the Company obtains overseas supplies and products.

Europe. In the United Kingdom, Badalex leases a 53,000 sq. ft. manufacturing
facility located in Byfleet, Surrey. The sublease expires on May 1, 2010, with
a right to terminate on April 30, 2005. Phoenix owns a 30,000 sq. ft.
manufacturing facility in Coalville, Leicestershire. CML-Alba owns a 61,900
sq. ft. manufacturing facility, which includes approximately 18,300 sq. ft. of
office space, in Bamberg, Germany and a 7,500 sq. ft. manufacturing facility
in Hranice u Ase, the Czech Republic.

31
<PAGE>

Canada. Plastomer owns a 75,000 sq. ft. manufacturing and warehouse
facility, which includes approximately 30,000 sq. ft. of warehouse space and
7,000 sq. ft. of office space, located in Barrie, Ontario.

Central America. IDI Internacional S.A., a subsidiary of IDI, owns a 19,000
sq. ft. manufacturing facility, which includes approximately 2,000 sq. ft. of
warehouse space and 500 sq. ft. of office space, located near San Jose, Costa
Rica.

LEGAL PROCEEDINGS

The Company has been involved from time to time in litigation in the normal
course of business. The Company is not aware of any pending or threatened
legal proceedings that will have a material adverse affect on the Company. On
June 20, 1996, Fernsite Limited (formerly STT Badalex Limited), STT Holdings
Limited, STT Lighting Limited, and PRT Shipping Limited (collectively, the
"PRT Group") filed a claim in the United Kingdom High Court of Justice,
Chancery Division, against Badalex, alleging that pursuant to the November 10,
1995 purchase agreement whereby the Company acquired substantially all of the
assets of PRT Group, Badalex is required to pay liabilities of approximately
375,000 British pounds to certain creditors. The Company believes that it does
not have any obligation to make such payments under the terms of the purchase
agreement. In addition, the Company has filed a counterclaim against the PRT
Group alleging a breach of certain warranties and representations made by the
PRT Group in the purchase agreement. The litigation is in its early stage, and
although the Company cannot predict its outcome, the Company believes that
such litigation will not have a material adverse effect on the results of
operations or financial condition of the Company.

32
<PAGE>

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN KEY PERSONNEL

The following table sets forth information regarding the directors,
executive officers and certain key personnel of the Company:

<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS AGE POSITION WITH THE COMPANY
- --------------------------------- --- ---------------------------------------------------
<S> <C> <C>
Frank M. Ward.................... 52 Chairman of the Board of Directors, President and
Chief Executive Officer
Ronald S. Goldstein (1).......... 48 Chief Financial Officer, Secretary and Director
Donald J. MacCrindle............. 38 Executive Vice President--Sales and Marketing
Richard F. Parenti............... 42 Vice President--Finance and Treasurer
Thomas I. Kanaya................. 59 Vice President--International Operations and
Director
Michael J. Giani................. 68 Vice President--Special Projects, IDI, and Director
Werner A. Arnold................. 43 President--CML-Alba, and Director
Donald S. Dewsnap (1)(2)(3)...... 61 Director
Richard E. Ingram (1)(2)(3)...... 55 Director
<CAPTION>
CERTAIN KEY PERSONNEL
- ---------------------------------
<S> <C> <C>
Paul A. Flynn.................... 37 Vice President--Sales and Marketing
Julian P. Grenfell............... 59 Managing Director--Badalex
Daniel S. Savocchia.............. 47 Director of Sales Operations
</TABLE>
- --------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Stock Option Committee

DIRECTORS AND EXECUTIVE OFFICERS

Frank M. Ward has served as President, Chief Executive Officer and Director
of the Company and Xenell since 1985. Prior to 1985, Mr. Ward was President of
Xenell Marketing Corporation, an organization formed to manage the product
development, marketing and distribution of the products of Xenell. Mr. Ward
received a Bachelor of Science degree in Electrical Engineering from
Northeastern University and has completed post graduate studies in physics and
metallurgy.

Ronald S. Goldstein has served as Chief Financial Officer and Secretary of
the Company since September 1995. Mr. Goldstein is a Certified Public
Accountant and, prior to joining the Company, served as a principal in the
accounting firm of R. J. Gold & Co., which is located in Needham,
Massachusetts. Prior to joining R. J. Gold & Co., Mr. Goldstein was a
shareholder, officer and director of Greenfield, Goldstein, Green & Berger.
Such companies served as the outside accountant for the Company from 1978 to
1994. Mr. Goldstein was elected a director of the Company in March 1995. Mr.
Goldstein received a Bachelor of Science in Accounting and a Masters of
Business Administration from Boston University.

Donald J. MacCrindle joined CML-Delaware in June 1986, and, upon the
acquisition of CML-Delaware by the Company in October 1992, became an
Executive Vice President of the Company responsible for sales and marketing.
Mr. MacCrindle's previous responsibilities with CML-Delaware included
engineering, quality assurance and management of sales. Prior to his
employment with CML-Delaware, Mr. MacCrindle was employed by Littelfuse, Inc.
for ten years as a sales engineer and a product marketing manager.

Richard F. Parenti joined CML-Delaware in October 1987, and served as
controller from 1988 to 1992 when CML-Delaware was acquired by the Company. He
was appointed Vice President-Finance in 1992 and Treasurer of the Company in
May 1996. Prior to joining CML-Delaware, Mr. Parenti was employed by ADP in
various accounting manager positions. In 1976, Mr. Parenti earned a Bachelor
of Business Administration degree in accounting from Loyola University,
Chicago.

33
<PAGE>

Thomas I. Kanaya has been Vice President of International Operations for the
Company and Xenell since 1987. His primary responsibility is purchasing
component parts from the Pacific Rim and maintaining a relationship with the
Pacific Rim suppliers. Prior to his employment with the Company, he was
President of Asahi International, a primary supplier of lighting materials to
the United States and Europe. He was elected as a director of the Company in
March 1995. Mr. Kanaya earned his degree in Business from the Hokkaido
University of Education, Hokkaido, Japan.

Michael J. Giani is a Vice President of IDI, a subsidiary of the Company
acquired in 1994. Since joining IDI in 1974, Mr. Giani has served in various
capacities including Director, Vice President and Secretary of IDI. As Vice
President of IDI, Mr. Giani's responsibilities have included operations and
purchasing. Mr. Giani is presently responsible for special projects at IDI.
Mr. Giani was elected as a Director of the Company in September 1995.

Werner A. Arnold is the President of CML-Alba, a subsidiary of the Company
formed in May 1996 to consummate the acquisition of Alba. From 1994 to 1996,
Mr. Arnold served as President and Chief Executive Officer of Alba-Germany.
From 1985 to 1993, he served as General Manager and Executive Vice President
of Engineering, Sales and Marketing of Alba. Mr. Arnold also served as an
officer and director of certain affiliates of Alba. Mr. Arnold has a Masters
in Engineering from Technical University of Munich, Germany.

Donald S. Dewsnap has been Chairman of Norlico Corp. since 1977, a supplier
of engineered chemical dispense systems to industrial users. Prior thereto he
was involved in industrial research at Arthur D. Little Corp. and spent
fourteen years with GTE Sylvania Lighting Division in various product
marketing, management and sales engineering positions. Mr. Dewsnap was elected
a director of the Company in March 1995. Mr. Dewsnap holds a Bachelor of Arts
degree from Merrimack College.

Richard E. Ingram has been the Chairman of the Board of Builder Marts of
America, Inc., a national distributor of lumber and building materials, since
November 1988, and he was its Chief Executive Officer until November 1993. He
is a founding director of Carolina First Corporation, the holding company for
Carolina First Bank, and Ingram Enterprises, Inc., a real estate development
and investment banking company. He is also a director of Synalloy Corporation,
Columbia Lumber, a retail lumber business, and Tel-Pan Communications, Inc., a
long distance provider in Panama. He has served on the Policy Advisory Board
of the Joint Center for Urban Studies at Harvard University. Mr. Ingram is a
graduate of the American Institute of Banking and the University of North
Carolina Executive Program. Mr. Ingram was elected a director of the Company
effective August 1, 1996.

Directors are elected annually by the shareholders for terms of one year and
until their successors are elected and qualified. Officers serve at the
discretion of the Board of Directors.

The Company currently pays its non-employee and non-affiliated directors an
annual fee of $10,000 for attendance at meetings of the Board of Directors or
committees thereof. All directors are reimbursed for their reasonable expenses
in connection with the performance of their duties.

CERTAIN KEY PERSONNEL

Paul A. Flynn has served as Vice President-Sales and Marketing since 1994.
From 1992 to 1994, Mr. Flynn was the Director of Sales and Marketing for IDI.
Prior to such time, he was the National Sales Manager of IDI from 1987 to
1992. Mr. Flynn earned a Bachelor of Arts degree in marketing from Fairfield
University.

Julian P. Grenfell is the Managing Director of Badalex, a subsidiary of the
Company acquired in December 1995. Prior to his employment with the Company,
he was the Technical Director of STT Badalex Limited from 1993 to 1995 and the
Technical Director of the Sale Tilney Technology PLC from 1982 to 1993. Mr.
Grenfell earned a Bachelor of Science degree in Electrical Engineering from
the University of Cape Town.

34
<PAGE>

Daniel S. Savocchia joined the Company in May 1996 as Director of Sales
Operations. From 1988 to May 1996, Mr Savocchia was the President of Alba-USA,
and from 1975 to 1987, he was the Director of Marketing and Sales for CML-
Delaware. Mr. Savocchia earned a Bachelor of Science degree in Business
Administration from Elmhurst College and a Masters degree in Business
Administration from Loyola University.

COMMITTEES

The Board of Directors has established a Compensation Committee, a Stock
Option Committee and an Audit Committee. The members of the Compensation
Committee and the Stock Option Committee are Donald S. Dewsnap and Richard E.
Ingram. The Compensation Committee reviews general policy matters relating to
compensation and benefits of employees generally and has responsibility for
reviewing and approving compensation and benefits for all executive officers
of the Company. The Stock Option Committee administers the Company's Stock
Option Plan and recommends grants of the specific options under the Stock
Option Plan.

The members of the Audit Committee are Ronald S. Goldstein, Donald S.
Dewsnap and Richard E. Ingram. The Audit Committee has general responsibility
for accounting and audit activities of the Company and its subsidiaries. The
Audit Committee annually reviews the qualifications of the independent
certified public accountants, makes recommendations to the Board as to their
selection, reviews the scope, fees and results of their audit and approves
their non-audit services and related fees. The Audit Committee meets
periodically with management and with the Company's independent auditors to
determine the adequacy of internal controls and other financial reporting
matters.

EXECUTIVE COMPENSATION

The following tables set forth certain information relating to the
compensation earned by the Chief Executive Officer of the Company and each of
the other most highly compensated executive officers of the Company whose
total cash compensation for the year indicated exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION AWARDS
------------------- ---------------------
SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) OPTIONS(#)
- --------------------------- ---- ------------------- ---------------------
<S> <C> <C> <C>
Frank M. Ward
President and Chief Execu-
tive Officer.............. 1995 $ 360,000 --
1994(1) $2,000,000 --
Donald J. MacCrindle
Executive Vice President... 1995 $ 112,538 30,000
1994(1) $ 73,957 --
</TABLE>
- --------
(1) For the nine-month period ended November 27, 1994.

35
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK
PRICE
APPRECIATION
INDIVIDUAL GRANTS(1) FOR OPTION TERM
------------------------------------------ -----------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED(#) IN YEAR ($/SHARE) DATE 5%($) 10%($)
- ---- ---------- ---------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Frank M. Ward........... -- -- -- -- -- --
Donald J. MacCrindle.... 15,000 4.35% $ 8.33 6/13/05 $ 78,600 $199,200
15,000 4.35% $10.75 8/10/05(2) $101,400 $257,100
</TABLE>
- --------
(1) All options were granted at an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant. Options vest at
the rate of 33.33% for each of the first three years after grant and
terminate ten years from the date of grant.
(2) Options all vested on date of grant and terminate ten years from date of
grant.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
NAME YEAR-END AT YEAR-END($)(1)
- ---- ---------------------- ---------------------
<S> <C> <C>
Frank M. Ward...................... -- --
Donald J. MacCrindle............... 15,000 $42,450 Exercisable
15,000 $78,750 Unexercisable
</TABLE>
- --------
(1) Calculated based on the last reported sales price of $13.58 per share of
Common Stock as reported on the Nasdaq National Market on December 3, 1995.

EMPLOYMENT AGREEMENT

In December 1994, the Company entered into a three-year employment agreement
with Mr. Ward. The agreement provided for a salary of $360,000, $420,000 and
$480,000 for fiscal years 1995 through 1997, respectively. At the request of
Mr. Ward, the employment agreement has been amended to reduce his salary to
$250,000 for each of the fiscal years 1996 and 1997. The agreement also
provides for the reimbursement of Mr. Ward's reasonable and necessary expenses
in carrying out his duties as Chief Executive Officer, including an automobile
and related expenses. Under the agreement, Mr. Ward is also entitled to
receive all employee benefits under any retirement, pension, profit-sharing,
insurance and other plans that are in effect or that may be later adopted. In
the event of any disability that renders Mr. Ward incapable of performing his
normal duties with the Company that continues for a period of one year, the
Company may, at its option, terminate the employment contract.

In connection with the Alba Acquisition, the Company entered into three-year
employment agreements with Mr. Werner A. Arnold and Mr. Daniel S. Savocchia.
After the first three-year term, the agreements can be extended annually for
additional one-year terms. Mr. Arnold will be paid an annual salary of DM
225,000 and has received stock options to purchase an aggregate of 75,000
shares of Common Stock, which options have an exercise price of $24.33 per
share and vest at the rate of 20% per year commencing May 30, 1997. Mr.
Savocchia will be paid an annual salary of $100,000 and will receive a car
allowance of $450 per month. Mr. Savocchia has received stock options to
purchase an aggregate of 30,000 shares of Common Stock, which options have an
exercise price of $24.33 per share and vest at the rate of 20% per year
commencing May 30, 1997. The

36
<PAGE>

agreement with Mr. Arnold also provides for reimbursement of reasonable and
necessary business expenses. Under the employment agreements, Messrs. Arnold
and Savocchia are entitled to receive all employee benefits, rights and
privileges under any retirement, pension, profit-sharing, insurance, hospital
or other plans that may now be in effect or that may be later adopted. In the
event of disability that renders either Mr. Arnold or Savocchia incapable of
performing his normal duties for a period of six consecutive months, the
Company may terminate such employee's employment by giving him notice in
writing. In the event of such termination, Mr. Savocchia is entitled to (i)
his then-current salary for the six-month period commencing with such
disability or (ii) the unexpired term of his employment, whichever is less.
Each employment agreement is also terminable by either party for cause. The
agreements also contain non-compete clauses that prohibit Messrs. Arnold and
Savocchia from competing with the Company for a period of five years following
termination of their employment with the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to the creation of the Compensation Committee on March 27, 1995,
executive compensation decisions were made by the Company's Chief Executive
Officer, Frank M. Ward. During the entire period from the beginning of fiscal
1995 through March 27, 1995, Mr. Ward was employed under the employment
agreement described under the summary compensation table and Mr. Ward did not
participate in any executive compensation decisions affecting himself,
although he did request that his salary be reduced to $250,000 for fiscal
years 1996 and 1997.

CERTAIN TRANSACTIONS

The Company leases on a month-to-month basis approximately 2,200 sq. ft. of
office space in Canton, Massachusetts from Frank M. Ward, the President, Chief
Executive Officer and a director of the Company. Rent expense on this facility
was $60,000 for the fiscal year ended February 27, 1994, $45,000 for the nine-
months ended November 27, 1994, $60,000 for the fiscal year ended December 3,
1995 and $36,000 for the six months ended June 2, 1996, respectively.
Management believes the rent to be comparable to the rent that would be paid
to an unrelated party. In addition, during the year ended December 3, 1995,
the Company made cash advances to Mr. Ward in the largest aggregate amount of
$74,000. These advances did not bear interest and have been repaid in full.

In February 1994, the Company purchased its manufacturing facility located
in Pauls Valley, Oklahoma from Mr. Ward for $575,000. The facility had been
previously leased from Mr. Ward for $205,000 and $190,000 for the fiscal years
ended February 28, 1993, and February 27, 1994, respectively. The purchase
price equalled the approximate depreciated historical cost to Mr. Ward as of
the sale date. Management believes that such price was less than its fair
market value at such time. Also, in February 1994, Mr. Ward sold to the
Company for $141,000 certain machinery and equipment that he had purchased in
1991. The sale price equalled Mr. Ward's cost. The Company financed the
purchase of the property and equipment by issuing a promissory note payable to
Mr. Ward. This note has been paid in full.

A portion of the net proceeds of the Company's initial public offering on
June 16, 1995 was used to pay $17.5 million of the outstanding indebtedness
under the Company's Amended and Restated Credit Agreement, thereby reducing
the obligation of Frank M. Ward under his guaranty of such indebtedness. The
Amended and Restated Credit Agreement has been further amended following the
Company's initial public offering, and Mr. Ward's guaranty has been released.

Ronald S. Goldstein, the Chief Financial Officer and a director of the
Company, is a Certified Public Accountant and, during a part of fiscal 1995,
was a principal in the accounting firm of R. J. Gold & Co. For the fiscal year
ended December 3, 1995, R. J. Gold & Co. was paid approximately $138,000 for
accounting services. In addition, on January 3, 1995, the Company issued to
Mr. Goldstein 14,157 shares of its Common Stock for consulting services
rendered by him. The shares were valued at such time at approximately $4.24
per share or $60,000. For the years ended February 28, 1993 and 1994, the
Company paid accounting fees of approximately $60,000 and $63,000,
respectively, to accounting firms with whom Mr. Goldstein was associated.

37
<PAGE>

Mr. Werner A. Arnold, President of CML-Alba and a director of the Company,
together with his wife and her father (collectively, the "Arnold Family") were
the direct or indirect owners of Alba, and they sold their ownership interests
in Alba to the Company in May 1996. In connection with the Alba Acquisition,
and certain affiliated entities, the Company paid to the Arnold Family
approximately DM 13.1 million (or approximately $8.5 million) in cash, assumed
certain liabilities totaling approximately DM 7.5 million (or approximately
$4.9 million) and issued 150,000 shares of the Company's Common Stock (valued
at approximately $21.67 per share or of $3.3 million).

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth as of August 22, 1996, information with
respect to the beneficial ownership of the Common Stock by (i) each person who
is known by the Company to be the beneficial owner of more than 5% of the
Company's outstanding shares of Common Stock, (ii) each director and executive
officer of the Company, (iii) all directors and executive officers of the
Company as a group, and (iv) the Selling Shareholder. Unless otherwise
indicated, each of the shareholders listed below has sole voting and
investment power with respect to the shares of Common Stock beneficially
owned.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE
OWNED PRIOR TO BENEFICIALLY
OFFERING SHARES OWNED AFTER OFFERING
------------------------ BEING ---------------------
NAME AND ADDRESS(1) NUMBER PERCENTAGE OFFERED NUMBER PERCENTAGE
- ------------------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Frank M. Ward........... 11,412,100(2) 71.8% 1,000,000 10,412,100 56.0%
individually and as
trustee
500 Chapman Street
Canton, MA 02021
Ronald S. Goldstein(3).. 95,757 * -- 95,757 *
Donald J.
MacCrindle(4).......... 25,100 * -- 25,100 *
Richard F. Parenti(5)... 21,200 * -- 21,200 *
Thomas I. Kanaya........ 69,149 * -- 69,149 *
Michael J. Giani(6)..... 27,000 * -- 27,000 *
Werner A. Arnold........ 165,000 1.0 -- 165,000 *
Donald S. Dewsnap....... 13,950 * -- 13,950 *
Richard E. Ingram....... 12,000 * -- 12,000 *
All directors and
executive officers
as a group (9
persons)............... 11,841,256 74.5% 1,000,000 10,841,256 58.3%
</TABLE>
- --------
* Less than 1%
(1) The address of the Company's directors and officers is Chicago Miniature
Lamp, Inc., 500 Chapman Street, Canton, Massachusetts 02021.
(2) Includes 9,561,070 shares beneficially owned by Frank M. Ward and Eileen
M. Ward as joint tenants with right of survivorship and 1,851,030 shares
deemed to be beneficially owned by Frank M. Ward, as trustee under certain
trust agreements for each of his five children dated May 23, 1995 (the
"Trust Agreements"). The Trust Agreements terminate upon each child reaching
the age of 35 (the first of such trusts will terminate in 2005).
(3) Reflects 60,000 shares issuable upon the exercise of presently exercisable
stock options beneficially owned by Mr. Goldstein and granted pursuant to
the Company's Stock Option Plan.
(4) Reflects 19,999 shares issuable upon the exercise of presently exercisable
stock options beneficially owned by Mr. MacCrindle and granted pursuant to
the Company's Stock Option Plan.
(5) Reflects 19,999 shares issuable upon the exercise of presently exercisable
stock options beneficially owned by Mr. Parenti and granted pursuant to the
Company's Stock Option Plan.
(6) Reflects 24,000 shares issuable upon the exercise of presently exercisable
stock options beneficially owned by Mr. Giani and granted pursuant to the
Company's Stock Option Plan.

38
<PAGE>

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Company's Restated Certificate of Incorporation authorizes the Company
to issue up to 20,000,000 shares of Common Stock, $.01 par value per share.
After giving effect to the offering, the Company will have 18,589,201 shares
of Common Stock issued and outstanding. Subject to the rights of the holders
of any outstanding shares of preferred stock and any restrictions that may be
imposed by any lender on the Company, holders of Common Stock are entitled to
receive such dividends, if any, as may be declared by the Board of Directors
out of funds legally available for such purpose. Upon the liquidation,
dissolution or winding-up of the Company, after payment in full of creditors
and any liquidation preference payable to the holders of any Preferred Stock,
the remaining assets of the Company will be distributed ratably to the holders
of the Common Stock, in proportion to the number of shares held by them.

Holders of Common Stock are entitled to one vote per share on all matters
submitted a vote of the shareholders. Because holders of Common Stock do not
have cumulative voting rights in the election of directors, the holders of a
majority of the shares of Common Stock represented at a meeting can elect all
the directors. Holders of Common Stock do not have preemptive rights to
subscribe for or purchase any additional shares of capital stock issued by the
Company. All outstanding shares of Common Stock are, and the shares of Common
Stock offered hereby will be when issued, duly authorized, validly issued,
fully paid and nonassessable.

The holders of Common Stock are not entitled to preemptive or similar
rights. No holder of Common Stock is entitled as a matter of right to
subscribe for or purchase (i) any shares of capital stock of the Company of
any class whatsoever, (ii) warrants, options or rights of the Company, or
(iii) securities convertible into, or carrying warrants, options or rights to
subscribe for or purchase, capital stock of the Company of any class
whatsoever.

PREFERRED STOCK

The Company's Restated Certificate of Incorporation authorizes the issuance
of up to 5,000,000 shares of Preferred Stock, $.01 par value ("Preferred
Stock"). No shares of Preferred Stock are outstanding, but the Board of
Directors is empowered by the Company's Restated Certificate of Incorporation
to designate and issue from time to time one or more series of Preferred Stock
without shareholder approval. The Board of Directors has the power to
establish the preferences, limitations and optional or other special rights of
each series of Preferred Stock so issued. Because the Board of Directors has
the power to establish the preferences and rights of each series of Preferred
Stock, it may afford the holders of any series of Preferred Stock preferences
and rights, voting otherwise, senior to the rights of holders of Common Stock.
The Board of Directors, without approval of the holders of Common Stock, could
issue Preferred Stock with voting rights that could adversely affect the
voting power of holders of Common Stock. The issuance of Preferred Stock could
be used to delay or prevent a change in control of the Company opposed by the
Board of Directors. The Company has no present intention to issue any shares
of Preferred Stock.

Under the Company's Certificate of Incorporation, the Board of Directors is
authorized to divide the Preferred Stock into one or more series with such
designations, assigned values, preferences and relative, participating,
optional or other rights, qualifications, limitations or restrictions thereof
as provided in the adopting resolution or resolutions providing for the issue
of such series.

TRANSFER AGENT

The transfer agent for the Common Stock is the American Stock Transfer &
Trust Company, New York, New York.

39
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

In general, Rule 144 allows a shareholder (including persons who may be
deemed "affiliates" of the Company under Rule 144) who has beneficially owned
restricted shares for at least two years to sell a number of shares of Common
Stock within any three-month period that does not exceed the greater of (i)
one percent of the then outstanding shares of Common Stock or (ii) the average
weekly trading volume in the Common Stock during the four calendar weeks
immediately preceding the date on which notice of sale is filed with the
Securities and Exchange Commission (the "Commission"). Sales under Rule 144
are also subject to certain requirements as to the manner and notice of sale
and the availability of public information about the Company. A shareholder
(or shareholder whose shares are aggregated) who is not an "affiliate" of the
Company at any time during the 90 days immediately preceding a sale, and who
has beneficially owned his shares for at least three years (as computed under
Rule 144), is entitled to sell shares under Rule 144 without regard to the
volume and manner of sale limitations described above. Shares properly sold in
reliance upon Rule 144 to persons who are not "affiliates" are thereafter
freely tradable without restrictions or registration under the Securities Act.
As defined in Rule 144, an "affiliate" of an issuer is a person who directly,
or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, such issuer.

The Commission has recently proposed amendments to Rule 144 which, if
adopted, would entitle a person to sell shares in reliance on Rule 144
beginning one year from the later of the date of acquisition of the shares
from the Company or from an affiliate of the Company. In addition, such
proposed amendments would permit a person who is not deemed an affiliate of
the Company to sell shares in reliance on Rule 144(k) beginning two years from
the date of acquisition of the shares from the Company or from an affiliate of
the Company. The Company is unable to predict whether these amendments will be
adopted.

Certain of the Company's executive officers and directors and the Selling
Shareholder, who will beneficially own an aggregate of 8,890,976 shares of
Common Stock following the completion of this offering, and the Company have
agreed that, for a period of 180 days after the date of this Prospectus, they
will not, without the prior written consent of Smith Barney Inc., offer, sell,
offer to sell, solicit an offer to buy, contract to sell, pledge or grant any
option to purchase or otherwise transfer or dispose (or announce any of the
foregoing) of any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, except, in the case of the
Company, for the issuance of stock options under stock option plans in
existence on the date hereof or the issuance or sale of Common Stock by the
Company upon exercise of outstanding stock options or rights to purchase
Common Stock under the Company's stock purchase plan.

Further, the Company has filed a registration statement on Form S-8 under
the Securities Act with respect to shares of Common Stock that may be sold
pursuant to the Company's 1995 Stock Option Plan. As a result, shares of
Common Stock issued under such plan upon the exercise of stock options will
generally be available for sale in the public market.

No prediction can be made as to the effect, if any, that future sales of
shares of Common Stock, or the availability of shares for future sales, will
have on the market price of the Common Stock prevailing from time to time.
Sales of substantial amounts of Common Stock (including shares issued upon the
exercise of stock options) in the public market, or the perception that such
sales could occur, could adversely affect the prevailing market price for the
Common Stock and the ability of the Company to raise capital through a public
offering of its equity securities.

40
<PAGE>

UNDERWRITING

Upon the terms and subject to the conditions contained in the Underwriting
Agreement dated the date hereof, each Underwriter named below has severally
agreed to purchase, and the Company and the Selling Shareholder have agreed to
sell to such Underwriter, the number of shares of Common Stock set forth
opposite the name of such Underwriter:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Smith Barney Inc. .................................................
Raymond James & Associates, Inc....................................
McDonald & Company Securities, Inc. ...............................
Total............................................................ 3,700,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
to pay for and accept delivery of the shares are subject to approval of
certain legal matters by counsel and to certain other conditions. The
Underwriters are obligated to take and pay for all shares of Common Stock
offered hereby (other than those covered by the over-allotment option
described below) if any such shares are taken.

The Underwriters, for whom Smith Barney Inc., Raymond James & Associates,
Inc. and McDonald & Company Securities, Inc. are acting as Representatives,
propose initially to offer part of the shares of Common Stock directly to the
public at the public offering price set forth on the cover page hereof and
part to certain dealers at a price that represents a concession not in excess
of $ per share below the public offering price. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of $ per
share to other Underwriters or to certain other dealers. After the initial
public offering of such shares, the public offering price and such concessions
may be changed by the Underwriters.

The Company and the Selling Shareholder have granted to the Underwriters an
option, exercisable for 30 days from the date of this Prospectus, to purchase
up to an aggregate of 555,000 additional shares of Common Stock at the public
offering price set forth on the cover page hereof, less underwriting discounts
and commissions. Of the 555,000 additional shares of Common Stock that may be
purchased by the Underwriters pursuant to this option, up to 405,000
additional shares may be sold by the Company and up to 150,000 additional
shares may be sold by the Selling Shareholder. If the Underwriters exercise
such option, the additional shares will be purchased from the Company and the
Selling Shareholder on a pro rata basis based on the number of such additional
shares subject to sale by the Company and the Selling Shareholder. The
Underwriters may exercise such option to purchase additional shares solely for
the purpose of covering over-allotments, if any, incurred in connection with
the sale of the shares offered hereby. To the extent that such option is
exercised, each Underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares as the number set forth next to such Underwriter's name in the
preceding table bears to the total number of shares in such table.

The Company, the Selling Shareholder and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.

41
<PAGE>

In connection with this offering, certain Underwriters and selling group
members (if any) or their respective affiliates who are qualified market
makers on the Nasdaq National Market may have engaged in passive market making
transactions in the Common Stock on the Nasdaq National Market in accordance
with Rule 10b-6A under the Securities Exchange Act of 1934 during the two-
business-day period before commencement of offers or sales of the Common
Stock. Passive market making transactions must comply with applicable volume
and price limits and be identified as such. In general, a passive market maker
may display its bid at a price not in excess of the highest independent bid
for such security; if all independent bids are lowered below the passive
market maker's bid, however, such bid must then be lowered when certain
purchase limits are exceeded.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company and the Selling Shareholder by Baker & Hoster, Tulsa, Oklahoma.
Certain legal matters in connection with this offering are being passed upon
for the Company by Schifino & Fleischer, P. A., Tampa, Florida and for the
Underwriters by King & Spalding, New York, New York.

EXPERTS

The consolidated financial statements and related financial statement
schedule of Chicago Miniature Lamp, Inc. and subsidiaries at December 3, 1995,
and for the year then ended appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, and
the information under the caption "Selected Financial Data" for the year ended
December 3, 1995 appearing in the Prospectus and Registration Statement have
been derived from consolidated financial statements audited by Ernst & Young
LLP, as set forth in their report thereon appearing elsewhere herein. Such
consolidated financial statements and related financial schedule and selected
financial data are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

The consolidated financial statements of the Company for and as of the end
of the nine months ended November 27, 1994 and the combined financial
statements of the Company for and as of the end of the year ended February 27,
1994 appearing in this Prospectus and Registration Statement have been audited
by Arthur Andersen LLP, independent auditors, as set forth in their reports
thereon appearing elsewhere herein. Such financial statements are included
herein in reliance upon the authority of said firm as experts in giving said
reports.

The financial statements of Alba for and as of the years ended December 31,
1995 and 1994 appearing in this Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing elsewhere herein. Such financial statements are
included herein in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.

42
<PAGE>

The financial statements of Badalex for and as of the eleven months ended
November 10, 1995 appearing in this Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing elsewhere herein. Such financial statements are
included herein in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

The financial statements of Plastomer for and as of the years ended December
30, 1994 and 1993 appearing in this Prospectus and Registration Statement have
been audited by Hards Pearson, independent auditors, as set forth in their
reports thereon appearing elsewhere herein. Such financial statements are
included herein in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

In November 1995, the Company's Board of Directors decided to retain Ernst &
Young LLP as its independent public accountants and dismissed the Company's
former auditors, Arthur Andersen LLP. The former auditors' report on the
Company's financial statements for the nine months ended November 27, 1994 and
for the years ended February 27, 1994 and February 28, 1993 did not contain an
adverse opinion or disclaimer of opinion and were not modified as to
uncertainty, audit scope or accounting principles. There were no disagreements
with the former auditors on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure or with respect
to the Company's financial statements for the nine months ended November 27,
1994 or for the years ended February 27, 1994 and February 28, 1993 or for the
subsequent interim period to the date of dismissal, which, if not resolved to
the former auditors' satisfaction, would have caused them to make reference to
the subject matter of the disagreement in connection with their report. Prior
to retaining Ernst & Young LLP, the Company had not consulted Ernst & Young
LLP regarding accounting principles.

AVAILABLE INFORMATION

A registration statement (the "Registration Statement") under the Securities
Act, has been filed with the Securities and Exchange Commission, Washington,
D. C. 20549, with respect to the Common Stock offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement
and exhibits and schedules thereto, certain portions having been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is
hereby made to the Registration Statement and such exhibits and schedules
filed as a part thereof. The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Section of the
Commission, 450 Fifth Avenue, N. W., Judiciary Plaza, Washington, D. C. 20549;
and at the regional offices of the Commission at 7 World Trade Center, New
York New York 10048; and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such materials can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N. W.,
Judiciary Plaza, Washington D. C. 20549 at prescribed rates. Reports, proxy
statements and other information concerning the Company can also be inspected
and copied at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

43
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Introduction to Pro Forma Condensed Consolidated Financial Statements..... F- 3
Pro Forma Condensed Consolidated Balance Sheet as of June 2, 1996......... F- 4
Pro Forma Condensed Consolidated Statement of Operations for the six
months ended June 2, 1996................................................ F- 5
Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 3, 1995................................................... F- 6
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES:
Report of Independent Auditors, Ernst & Young LLP......................... F- 7
Report of Independent Public Accountants, Arthur Andersen LLP............. F- 8
Financial Statements:
Consolidated Balance Sheets--November 27, 1994, December 3, 1995, and
June 2, 1996 (unaudited)............................................... F- 9
Combined Statement of Operations for the year ended February 27, 1994
and Consolidated Statements of Operations for the nine months ended
November 27, 1994, year ended December 3, 1995, and six months ended
May 28, 1995 and June 2, 1996 (unaudited) ............................. F-10
Combined Statement of Stockholders' Equity for the year ended February
27, 1994 and Consolidated Statements of Stockholders' Equity for the
nine months ended November 27, 1994, year ended December 3, 1995, and
six months ended June 2, 1996 (unaudited) ............................. F-11
Combined Statement of Cash Flows for the year ended February 27, 1994
and Consolidated Statements of Cash Flows for the nine months ended
November 27, 1994, year ended December 3, 1995, and six months ended
May 28, 1995 and June 2, 1996 (unaudited) ............................. F-12
Notes to Financial Statements........................................... F-13
PLASTOMER, INC.
Review Engagement Report.................................................. F-25
Financial Statements:
Interim Balance Sheet as at June 2, 1996 (unaudited).................... F-26
Interim Statement of Income for the six months ended June 2, 1996
(unaudited)............................................................ F-27
Interim Statement of Retained Earnings for the six months ended June 2,
1996 (unaudited)....................................................... F-28
Interim Statement of Cash Flows for the six months ended June 2, 1996
(unaudited)............................................................ F-29
Notes to the Interim Financial Statements............................... F-30
Auditors' Report.......................................................... F-34
Financial Statements:
Balance Sheet as at December 3, 1995.................................... F-35
Statement of Income for the 244 days ended December 3, 1995............. F-36
Statement of Retained Earnings for the 244 days ended December 3, 1995.. F-37
Statement of Cash Flows for the 244 days ended December 3, 1995......... F-38
Notes to the Financial Statements....................................... F-39
Auditors' Report.......................................................... F-43
Financial Statements:
Balance Sheet as at December 30, 1994 and 1993.......................... F-44
Statement of Income for the years ended December 30, 1994 and 1993...... F-45
Statement of Retained Earnings for the years ended December 30, 1994 and
1993................................................................... F-46
Statement of Cash Flows for the years ended December 30, 1994 and 1993.. F-47
Notes to the Financial Statements....................................... F-48
</TABLE>

F-1
<PAGE>

<TABLE>
<S> <C>
ALBA GROUP
Report of Independent Auditors............................................ F-52
Financial Statements:
Combined Balance Sheets as of December 31, 1995 and 1994 and April 30,
1996 (unaudited)....................................................... F-53
Combined Income Statements for the years ended December 31, 1995 and
1994 and four months ended April 30, 1996 (unaudited).................. F-54
Notes to the Combined Financial Statements.............................. F-55
STT BADALEX LIMITED
Report of Independent Auditors............................................ F-60
Balance Sheet as of November 10, 1995..................................... F-61
Statement of Operations for the period from January 1, 1995 to November
10, 1995................................................................. F-62
Statement of Stockholders' Equity for the period from January 1, 1995 to
November 10, 1995........................................................ F-63
Statement of Cash Flows for the period from January 1, 1995 to November
10, 1995................................................................. F-64
Notes to Financial Statements............................................. F-65
FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)
Consolidated Profit and Loss Account for the year ended 31 December 1994
(unaudited).............................................................. F-68
Consolidated Balance Sheet as of 31 December 1994 (unaudited)............. F-69
Statement of Total Recognized Gains and Losses for the year ended 31
December 1994 (unaudited)................................................ F-70
Principal Accounting Policies (unaudited)................................. F-71
Notes to the Financial Statements (unaudited)............................. F-73
</TABLE>

F-2
<PAGE>

CHICAGO MINIATURE LAMP, INC.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to
this offering and the application of the net proceeds to the Company therefrom
as if they had occurred on June 2, 1996. The unaudited Pro Forma Condensed
Consolidated Statement of Operations for the six months ended June 2, 1996
gives effect to the following as if each had occurred on December 4, 1995: (i)
the Alba Acquisition, (ii) the acquisition of Phoenix Lighting (the Phoenix
Acquisition), and (iii) this offering and the application of the net proceeds
to the Company therefrom. The unaudited Pro Forma Condensed Consolidated
Statement of Operations for the year ended December 3, 1995 gives effect to
the following as if each had occurred on November 28, 1994: (i) the Alba
Acquisition, (ii) the Fiscal 1995 Acquisitions, (iii) the Phoenix Acquisition,
and (iv) this offering and application of the net proceeds to the Company
therefrom.

The unaudited Pro Forma Condensed Consolidated Financial Statements are
based on (i) Chicago Miniature Lamp, Inc.'s audited Consolidated Statement of
Operations for the year ended December 3, 1995, unaudited Consolidated
Statement of Operations for the six months ended June 2, 1996 and unaudited
Consolidated Balance Sheet as of June 2, 1996, (ii) unaudited Statements of
Operations for the Fiscal 1995 Acquisitions and the Phoenix Acquisition and
(iii) Alba's audited Combined Income Statement for the year ended December 31,
1995 and unaudited Combined Income Statement for the four months ended April
30, 1996.

The Alba Acquisition was accounted for under the purchase method of
accounting. The total purchase price for the acquisition was allocated to
tangible and identifiable intangible assets and liabilities based on
management's estimate of their fair values with the excess of cost over net
assets acquired allocated to goodwill.

The unaudited Pro Forma Condensed Consolidated Financial Statements do not
purport to be indicative of the combined results of operations that actually
would have occurred if the transactions described above had been effected at
the dates indicated or to project future results of operations for any period.
The unaudited Pro Forma Condensed Consolidated Financial Statements should be
read in conjunction with Chicago Miniature Lamp, Inc.'s Consolidated Financial
Statements and Alba's Combined Financial Statements and respective related
notes thereto included elsewhere in this Prospectus.

F-3
<PAGE>

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 2, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMPANY ADJUSTMENTS PRO FORMA
-------- ----------- ---------
<S> <C> <C> <C>
Cash and cash equivalents................... $ 7,831 $ -- $ 7,831
Investments................................. -- 51,399 (1) 51,399
Accounts receivable, net of allowance for
doubtful accounts.......................... 17,644 -- 17,644
Inventories................................. 16,573 -- 16,573
Prepaid expenses and other.................. 1,043 -- 1,043
-------- -------- --------
Total current assets.................... 43,091 51,399 94,490
Property, plant and equipment, net.......... 49,473 -- 49,473
Other long-term assets...................... 10,849 -- 10,849
-------- -------- --------
Total assets............................ $103,413 $ 51,399 $154,812
======== ======== ========
Short-term notes payable.................... $ 26,894 $(14,894)(2) 12,000
Current portion of long-term debt........... 291 (291)(2) --
Accounts payable and accrued expenses....... 20,124 -- 20,124
-------- -------- --------
Total current liabilities............... 47,309 (15,185) 32,124
Long-term debt, less current portion........ 3,354 (3,354)(2) --
Other long-term liabilities................. 9,161 -- 9,161
Stockholders' equity........................ 43,589 69,938 (3) 113,527
-------- -------- --------
Total liabilities and stockholders'
equity................................. $103,413 $ 51,399 $154,812
======== ======== ========
</TABLE>
- --------
(1) Cash anticipated to be retained from the net proceeds of this offering
after the repayment of $18,539,000 of debt.
(2) Reflects the repayment of debt from a portion of the net proceeds from
this offering.
(3) Represents the receipt of the estimated net proceeds of this offering.

F-4
<PAGE>

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 2, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ALBA
COMPANY ACQUISITION (1) ADJUSTMENTS PRO FORMA
------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales................... $41,527 $10,668 $ -- $52,195
Cost of products sold....... 27,243 8,146 51 (2) 35,440
------- ------- ------ -------
Gross margin.............. 14,284 2,522 (51) 16,755
Selling, general and
administrative expenses.... 6,109 2,938 (474)(3) 8,573
------- ------- ------ -------
Operating income.......... 8,175 (416) 423 8,182
Interest (income) expense,
net........................ 322 141 (765)(4) (302)
Other (income) expense...... 15 (49) -- (64)
------- ------- ------ -------
Income (loss) before income
taxes...................... 7,868 (508) 1,188 8,548
Income taxes................ 2,494 46 195 (5) 2,735
------- ------- ------ -------
Net income................ $ 5,374 $ (554) $ 993 $ 5,813
======= ======= ====== =======
Earnings per common share... $ 0.34 $ .35
======= =======
Weighted average shares
outstanding................ 15,708 16,565(6)
======= =======
</TABLE>
- --------
(1) Information obtained from Alba's unaudited Combined Income Statements for
the four months ended April 30, 1996, translated into U.S. dollars at the
average rate of U.S. $1.00=DM 1.523.
(2) Depreciation has been adjusted to reflect revised estimated useful lives
and revaluation of fixed assets to fair market value as if the Alba
Acquisition had occurred on December 4, 1995.
(3) Gives effect for adjustments to Alba's selling, general and administrative
expenses resulting from the implementation of the Company's acquisition
plans to reduce sales commissions and the number of employees and realign
certain operations.
(4) Interest expense applicable to $18,539,000 of debt outstanding is
eliminated because this portion of bank debt is assumed to be repaid at
the beginning of the period.
(5) Income tax expense has been adjusted to reflect a pro forma consolidated
effective tax rate of approximately 32%.
(6) Pro forma weighted average shares outstanding give effect to 150,000
shares issued in connection with the Alba Acquisition and 709,627 shares
issued in this offering to raise net proceeds equal to $18,539,000 as if
the acquisition and this offering had occurred on December 4, 1995.

F-5
<PAGE>

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 3, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
PRO FORMA FOR FISCAL 1995
ADJUSTMENTS AND
ALBA FOR ALBA FISCAL 1995 PHOENIX PHOENIX OFFERING
COMPANY ACQUISITION(1) ACQUISITION ACQUISITIONS(5) ACQUISITION(5) ACQUISITIONS PRO FORMA ADJUSTMENTS
------- -------------- ----------- --------------- -------------- --------------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales......... $57,402 $24,769 $ -- $16,788 $ 6,134 $ -- $105,093 $ --
Cost of products
sold.............. 36,726 17,161 158 (2) 13,523 6,575 (2,071)(6) 72,072 --
------- ------- ------ ------- ------- ------ -------- ------
Gross margin.... 20,676 7,608 (158) 3,265 (441) 2,071 33,021 --
Selling, general
and administrative
expenses. ........ 8,462 7,746 (1,138)(3) 7,389 743 (2,090)(7) 21,112 --
------- ------- ------ ------- ------- ------ -------- ------
Operating
income.......... 12,214 (138) 980 (4,124) (1,184) 4,161 11,909 --
Interest expense,
net............... 803 317 -- 550 -- -- 1,670 (1,530)(9)
Other income...... (47) 41 -- (7) -- -- (13) --
------- ------- ------ ------- ------- ------ -------- ------
Income before
income taxes.... 11,458 (496) 980 (4,667) (1,184) 4,161 10,252 1,530
Income taxes...... 2,993 108 48 (4) 65 -- (606)(8) 2,607 1,163 (10)
------- ------- ------ ------- ------- ------ -------- ------
Net income...... $ 8,465 $ (604) $ 932 $(4,732) $(1,184) $4,767 $ 7,645 $ 367
======= ======= ====== ======= ======= ====== ======== ======
Earnings per
common share...... $ 0.61
=======
Weighted average
shares
outstanding....... 13,920
=======
<CAPTION>
PRO FORMA
--------------
<S> <C>
Net sales......... $105,093
Cost of products
sold.............. 72,072
--------------
Gross margin.... 33,021
Selling, general
and administrative
expenses. ........ 21,112
--------------
Operating
income.......... 11,909
Interest expense,
net............... 140
Other income...... (13)
--------------
Income before
income taxes.... 11,782
Income taxes...... 3,770
--------------
Net income...... $ 8,012
==============
Earnings per
common share...... $ 0.48
==============
Weighted average
shares
outstanding....... 16,565 (11)
==============
</TABLE>
- ----
(1) Information obtained from Alba's audited Consolidated Combined Income
Statement for the year ended December 31, 1995, translated into U.S.
dollars at the rate of U.S. $1.00 = DM 1.53.
(2) Depreciation has been adjusted to reflect revised estimated useful lives
and revaluation of fixed assets to fair market value as if the Alba
Acquisition had occurred on November 28, 1994.
(3) Gives effect to the Alba Acquisition and adjustments to selling, general
and administrative expenses resulting from the implementation of the
Company's acquisition plans to reduce sales commissions and the number of
employees and realign certain operations.
(4) Income tax expense has been adjusted to reflect the expected additional
income tax expense resulting from the Pro Forma adjustments. The
adjustment gives effect to an effective tax rate of approximately 32%.
(5) Operating results of each of the Fiscal 1995 Acquisitions are included in
the Company's consolidated financial statements from the respective dates
of acquisition.
(6) Gives effect to the Fiscal 1995 Acquisitions and Phoenix Acquisition for
decreases in material costs totalling approximately $1,557,000 resulting
from the implementation of the Company's acquisition plans to eliminate
related party purchases. Additionally, depreciation has been decreased by
$514,000 to reflect revised estimated useful lives and revaluation of
fixed assets to fair market value as if the acquisitions had occurred on
November 28, 1994.
(7) Gives effect to the Fiscal 1995 Acquisitions and Phoenix Acquisition for
decreases in selling, general and administrative payroll costs totalling
$2,375,000 resulting from the implementation of the Company's acquisition
plans to reduce the number of employees. In addition the adjustment
reflects amortization of intangible assets recorded in connection with
the Fiscal 1995 and Phoenix Acquisitions totalling $285,000. Goodwill is
amortized over 40 years and the useful lives of other intangible assets
range from 3 to 25 years.
(8) Income tax expense has been adjusted to reflect the expected income tax
benefit resulting from the pro forma adjustments. The adjustment reflects
a pro forma effective tax rate of 32% for the Fiscal 1995 and Phoenix
Acquisitions.
(9) Interest expense applicable to $18,539,000 of debt outstanding is
eliminated because this portion of bank debt is assumed to be repaid at
the beginning of the period.
(10) Income tax expense has been adjusted to reflect a pro forma consolidated
effective tax rate of approximately 32%.
(11) Weighted average shares outstanding reflect the shares outstanding as of
the June 1995 initial public offering totalling 15,704,903 shares and
give effect to 150,000 shares issued in connection with the Alba
Acquisition and 709,627 shares issued in this offering to raise net
proceeds equal to $18,539,000 to be used to retire outstanding debt as if
the transactions had occurred on November 28, 1994.

F-6
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Chicago Miniature Lamp, Inc.

We have audited the accompanying consolidated balance sheet of Chicago
Miniature Lamp, Inc. and subsidiaries as of December 3, 1995, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. We did not audit the financial
statements of Plastomer, Inc., a wholly-owned subsidiary, which statements
reflect total assets of $9,570,000 as of December 3, 1995, and total revenues
of $7,064,000 for the period from March 30, 1995 (date of acquisition) to
December 3, 1995. Those statements were audited by other auditors whose report
has been furnished to us, and our opinion, insofar as it relates to data
included for Plastomer, Inc., is based solely on the report of the other
auditors.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit and the report of other
auditors provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of other auditors, the
1995 financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Chicago Miniature Lamp, Inc.
and subsidiaries at December 3, 1995, and the consolidated results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

In our opinion based on our audit and the report of other auditors, the
information set forth in the selected financial data as of and for the year
ended December 3, 1995, appearing on pages 13 and 14, is fairly stated in all
material respects in the relation to the consolidated financial statements
from which it has been derived. The selected financial data for the years
ended February 28, 1993 and February 27, 1994 and the nine months ended
November 27, 1994 were derived from financial statements audited by other
auditors, and we do not express an opinion on that data.

Ernst & Young LLP
Chicago, Illinois
January 15, 1996

F-7
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Chicago Miniature Lamp, Inc.:

We have audited the accompanying consolidated balance sheets of Chicago
Miniature Lamp, Inc. and subsidiary as of November 27, 1994, and the related
statements of operations, stockholders' equity and cash flows for the nine
months ended November 27, 1994 and the year ended February 27, 1994. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Chicago Miniature Lamp,
Inc. and subsidiary as of November 27, 1994 and February 27, 1994, and the
results of their operations and their cash flows for the nine months ended
November 27, 1994 and the year ended February 27, 1994, in conformity with
generally accepted accounting principles.

Arthur Andersen LLP

Boston, Massachusetts
December 23, 1994 (except for
Notes 2(j), 3, 7 and 10 for which
the date is February 27, 1995)

F-8
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NOVEMBER 27, DECEMBER 3, JUNE 2,
1994 1995 1996
------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................ $ 4,558 $ 4,005 $ 7,831
Investments.............................. -- 2,102 --
Accounts receivable, less allowances for
doubtful accounts of $358, $118 and $285
at November 27, 1994, December 3, 1995
and June 2, 1996, respectively.......... 5,666 10,249 17,644
Income tax receivable.................... 164 109 --
Inventories.............................. 5,232 8,018 16,573
Prepaid income taxes..................... 96 -- --
Prepaid expenses and other............... 276 661 1,043
------- ------- --------
Total current assets...................... 15,992 25,144 43,091
Property, plant and equipment:
Land..................................... 90 684 3,526
Buildings and improvements............... 1,877 5,308 9,977
Machinery and equipment.................. 9,224 15,193 32,091
Molds.................................... 3,684 4,560 5,001
Furniture and fixtures................... 312 497 3,126
------- ------- --------
15,187 26,242 53,721
Less: Accumulated depreciation........... 1,656 3,189 4,248
------- ------- --------
13,531 23,053 49,473
Other assets:
Goodwill, net of accumulated
amortization............................ 2,699 4,257 4,253
Other intangible assets, net of
accumulated amortization................ 647 6,903 6,444
Other.................................... 60 173 152
------- ------- --------
Total assets.............................. $32,929 $59,530 $103,413
======= ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable................. $ 7,072 $ -- $ 26,894
Current portion of long-term debt........ 2,042 65 291
Accounts payable......................... 3,353 7,488 8,831
Payable to stockholder................... 1,079 -- --
Accrued income taxes payable............. 698 2,547 2,661
Other accrued expenses................... 2,018 5,121 8,632
------- ------- --------
Total current liabilities................. 16,262 15,221 47,309
Long-term debt, less current portion...... 9,015 3,147 3,354
Other liabilities:
Deferred income taxes.................... 3,633 4,798 4,619
Other long-term liabilities.............. 1,346 1,443 4,468
Minority interest........................ -- -- 74
------- ------- --------
Total other liabilities................... 4,979 6,241 9,161
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value--
Authorized--20,000,000 shares--Issued
and outstanding--12,495,750, 15,704,903
and 15,854,903 shares at November 27,
1994, December 3, 1995 and June 2, 1996
respectively............................ 125 158 159
Additional paid-in capital............... 161 23,883 27,077
Foreign currency translation adjustment.. -- 39 138
Retained earnings........................ 2,387 10,841 16,215
------- ------- --------
Total stockholders' equity................ 2,673 34,921 43,589
------- ------- --------
Total liabilities and stockholders'
equity................................... $32,929 $59,530 $103,413
======= ======= ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-9
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
NINE MONTHS SIX MONTHS ENDED
YEAR ENDED ENDED YEAR ENDED ---------------------
FEBRUARY 27, NOVEMBER 27, DECEMBER 3, MAY 28, JUNE 2,
1994 1994 1995 1995 1996
------------ -------------- -------------- ---------- ----------
(COMBINED) (CONSOLIDATED) (CONSOLIDATED) (CONSOLIDATED)
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales............... $ 24,894 $ 31,729 $ 57,402 $ 24,402 $ 41,527
Cost of products sold... 17,860 21,113 36,726 15,790 27,243
---------- ---------- ---------- ---------- ----------
Gross margin............ 7,034 10,616 20,676 8,612 14,284
Selling, general, and
administrative
expenses............... 7,458 7,412 8,029 3,679 5,871
Amortization of
intangibles............ 570 365 433 234 238
---------- ---------- ---------- ---------- ----------
Operating income
(loss)................. (994) 2,839 12,214 4,699 8,175
Other (income) expenses:
Interest expense,
net.................. 502 936 803 803 322
Other, net............ (92) (7) (47) 8 (15)
---------- ---------- ---------- ---------- ----------
Income (loss) before
income taxes........... (1,404) 1,910 11,458 3,888 7,868
Income taxes............ 231 800 2,993 1,438 2,494
---------- ---------- ---------- ---------- ----------
Net income (loss)....... $ (1,635) $ 1,110 $ 8,465 $ 2,450 $ 5,374
========== ========== ========== ========== ==========
Earnings (loss) per
common share........... $ (.13) $ .09 $ .61 $ .20 $ .34
========== ========== ========== ========== ==========
Weighted-average shares
outstanding............ 12,495,750 12,495,750 13,920,113 12,509,907 15,708,204
========== ========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-10
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK FOREIGN
---------------- ADDITIONAL CURRENCY
NUMBER OF PAR PAID-IN TRANSLATION RETAINED
SHARES VALUE CAPITAL ADJUSTMENT EARNINGS
---------- ----- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Balance at February 28,
1993........................ 9,266,400 $101 $ -- $-- $ 2,907
Net loss..................... -- -- -- -- (1,635)
S corporation cash
dividends................... -- -- -- -- (6)
Merger of CML and Xenell..... 3,090,352 34 34 -- --
---------- ---- ------- ---- -------
Balance at February 27,
1994........................ 12,356,752 135 34 -- 1,266
Net income................... -- -- -- -- 1,110
Stock issued to employees.... 138,998 1 127 -- --
---------- ---- ------- ---- -------
Balance at November 27,
1994........................ 12,495,750 136 161 -- 2,376
Net income................... -- -- -- -- 8,465
Issuance of common stock:
Initial public offering net
of offering costs......... 2,700,000 18 19,540 -- --
Exercise of underwriter's
option on over allotment
shares.................... 495,000 4 4,122 -- --
Other stock issuance....... 14,153 -- 60 -- --
Translation adjustment (net
of deferred taxes of $24)... -- -- -- 39 --
---------- ---- ------- ---- -------
Balance at December 3, 1995.. 15,704,903 158 23,883 39 10,841
Net income (unaudited)....... -- -- -- -- 5,374
Translation adjustment (net
of deferred taxes of $179)
(unaudited)................. -- -- -- 99 --
Issuance of common stock for
the Alba Acquisition
(unaudited)................. 150,000 1 3,194 -- --
---------- ---- ------- ---- -------
Balance at June 2, 1996
(unaudited)................. 15,854,903 $159 $27,077 $138 $16,215
========== ==== ======= ==== =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-11
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS SIX MONTHS ENDED
YEAR ENDED ENDED YEAR ENDED ------------------
FEBRUARY 27, NOVEMBER 27, DECEMBER 3, MAY 28, JUNE 2
1994 1994 1995 1995 1996
------------ -------------- -------------- -------- --------
(COMBINED) (CONSOLIDATED) (CONSOLIDATED) (CONSOLIDATED)
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)....... $(1,635) $ 1,110 $ 8,465 $2,450 $5,374
Adjustments to reconcile
net income (loss) to
net cash provided by
(used in) operating
activities:
Depreciation and
amortization......... 896 1,049 1,901 800 1,576
Deferred income
taxes................ 228 329 (20) 1 (179)
Minority interest..... -- -- -- -- 10
Stock issued to
employees in lieu of
cash................. -- 128 60 -- --
Changes in operating
assets and
liabilities:
Accounts
receivable......... (1,528) 713 (1,728) 248 (4,222)
Inventories......... (690) 300 (623) 70 (5,260)
Prepaid expenses and
other.............. 727 (52) (272) (104) (105)
Accounts payable.... 1,410 (87) (95) (303) (1,051)
Accrued expenses.... 1,150 (598) (579) (726) (32)
Accrued and prepaid
income taxes....... 49 285 2,267 865 (1,644)
Payable to
stockholder........ 616 463 (1,079) (1,079) --
Other long-term
liabilities........ -- 82 (155) (46) 38
Other............... -- -- (15) 87 120
------- ------- -------- ------- --------
Net cash provided by
(used in) operating
activities............. 1,223 3,722 8,127 2,263 (5,375)
INVESTING ACTIVITIES
Purchases of property,
plant, and equipment... (1,661) (476) (2,465) (1,358) (4,478)
Acquisitions, net of
cash acquired.......... (2,000) (8,496) (10,347) (3,441) (10,899)
Purchases of held-to-
maturity investments... -- -- (2,102) -- --
Decrease in short-term
investments............ 1,605 -- -- -- 2,102
------- ------- -------- ------- --------
Net cash used in
investing activities... (2,056) (8,972) (14,914) (4,799) (13,275)
FINANCING ACTIVITIES
Net borrowings
(repayments) of line of
credit................. (1,449) 4,292 (7,055) 1,390 22,496
Proceeds from
borrowings............. 1,500 18,775 9,046 -- --
Payments of long-term
debt................... (911) (13,259) (19,441) (975) (20)
Proceeds from issuance
of common stock--Net of
offering costs......... -- -- 23,684 -- --
Payment of offering
costs.................. -- -- -- (674) --
S corporation cash
dividends.............. (6) -- -- -- --
------- ------- -------- ------- --------
Net cash provided by
(used in) financing
activities............. (866) 9,808 6,234 (259) 22,476
------- ------- -------- ------- --------
Net increase (decrease)
in cash and cash
equivalents............ (1,699) 4,558 (553) (2,795) 3,826
Cash and cash
equivalents, beginning
of period.............. 1,699 -- 4,558 4,558 4,005
------- ------- -------- ------- --------
Cash and cash
equivalents, end of
period................. $ -- $ 4,558 $ 4,005 $ 1,763 $ 7,831
======= ======= ======== ======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid for:
Interest.............. $ 787 $ 850 $ 1,155 $ 411 $ 170
======= ======= ======== ======= ========
Income taxes.......... $ 166 $ -- $ 629 $ -- $ 2,992
======= ======= ======== ======= ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-12
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

(INFORMATION WITH RESPECT TO THE SIX-MONTH PERIODS ENDED MAY 28, 1995 AND JUNE
2, 1996 ARE UNAUDITED)

1. ORGANIZATION AND ACQUISITIONS

Chicago Miniature Lamp, Inc., (an Oklahoma corporation) and subsidiaries
(collectively, the Company) manufacture and sell miniature lighting products
and related electronic components to original equipment manufacturers and
distributors.

In October 1992, the Company purchased all of the capital stock of Chicago
Miniature Lamp, Inc., a Delaware company--CML (Delaware). Frank M. Ward and
members of his family owned all of the outstanding shares of common stock of
the Company and Xenell Corp. On February 28, 1993, CML (Delaware) was
liquidated into the Company. On December 31, 1993, Xenell Corp. was merged
into the Company with the Company continuing as the surviving corporation. In
connection with the acquisition of CML (Delaware), the Company entered into a
three-year noncompete and certain other agreements with the former owner of
CML (Delaware). The total purchase price for the transaction was $2,946,000 in
cash, net of cash acquired. The Company assumed liabilities of $2,092,000 in
connection with this acquisition.

On April 7, 1993, the Company acquired certain of the assets of Glolite
Sales, LTD. (Glolite) for cash. Glolite was engaged in the same line of
business as the Company. In connection with the acquisition, the Company
obtained a seven-year noncompete and a three-year consulting agreement from
the former owner of Glolite. The total purchase price for the transaction was
$2,000,000.

On May 9, 1994, the Company acquired all of the capital stock of Industrial
Devices, Inc. (IDI) (a New Jersey corporation) for $8,496,000 in cash, net of
cash acquired. The Company assumed liabilities of $6,478,000 in connection
with this acquisition. The transaction was partly financed by long-term debt.
IDI manufactures miniature lighting assemblies.

In March 1995, the Company initiated operations at IDI Internacional, S.A.,
a subsidiary of IDI, located in Costa Rica. Operations at this facility
include the manufacture of value-added lighting assemblies.

On March 30, 1995, IDI acquired all of the capital stock of Plastomer Inc.
(Plastomer), a Canadian company, for $5,000,000 Canadian in cash. The foreign
currency exchange rate as of March 30, 1995, was 0.713 U.S. dollars to one
Canadian dollar. Plastomer manufactures injection molded components for the
automotive industry.

In August 1995, IDI acquired all of the capital stock of Fredon Development
Industries, Inc. (Fredon) for $2,245,000 in cash.

On November 10, 1995, the Company, through its wholly owned subsidiary
Badalex Limited (Badalex), acquired substantially all of the assets of STT
Badalex Limited, STI Lighting Limited, PRT Shipping Limited, and STT Holdings
Limited, all companies formed under the laws of England. Total consideration
for the acquisition was approximately $7,200,000. Badalex designs and
manufactures lamp machinery.

On December 1, 1995, the Company acquired all of the outstanding stock of
Electro Fiberoptics, Inc. for $1,600,000 in cash. This acquisition was made
through the Company's wholly owned subsidiary, CML Fiberoptics, Inc.
(Fiberoptics).

In December 1995, the Company through Badalex acquired certain assets of
Phoenix Lighting (UK) Limited for approximately $2,400,000 in cash.

In addition, effective May 1, 1996, the Company acquired all the outstanding
equity of W. Albrecht GmbH U.Co. KG (Germany) and Alba Lamps, Inc. (USA) and
certain of their affiliates (collectively Alba) for

F-13
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
approximately $8.5 million in cash see Note 4, 150,000 shares of common stock
of the Company, and the assumption of approximately $4.9 million of bank debt.
Alba is a manufacturer and supplier of miniature lamps, value-added assemblies
and instrument backed lighting systems.

For financial reporting purposes, each acquisition was accounted for as a
purchase, and the purchase price was allocated to assets acquired and
liabilities assumed based on the estimated fair market value existing at the
date of acquisition. The Badalex allocation is based on preliminary
information and is subject to adjustment. The Company is refining its
estimates of the value of intangibles acquired by Badalex. The excess of
purchase price over fair market value of net assets acquired is reflected in
the accompanying consolidated balance sheets as goodwill. The Company-Xenell,
related-party merger represented a merger of entities under common control
accounted for at historical cost in a manner similar to a pooling of
interests.

For income tax reporting purposes, the CML (Delaware), IDI, Plastomer,
Fredon, and Fiberoptics transactions were acquisitions of stock. As a result,
the tax bases of assets and liabilities carry over from amounts previously
reported for income tax purposes. Deferred taxes have been provided in the
accompanying consolidated balance sheets for the temporary differences between
the tax and financial reporting bases of the assets acquired and liabilities
assumed.

Based on unaudited data, the following table presents selected financial
information for the Company and its subsidiaries on a pro forma basis,
assuming the companies had been combined since February 28, 1994 (dollars in
thousands, except per share amounts):

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
NOVEMBER 27 DECEMBER 3 JUNE 2
1994 1995 1996
----------- ---------- -------
<S> <C> <C> <C>
Net sales..................................... $87,150 $105,093 $52,195
Net income.................................... 1,199 8,012 5,813
Net income per share.......................... .09 .48 .35
</TABLE>

The pro forma results are not necessarily indicative of future operations or
the actual results that would have occurred had the acquisitions been made as
of February 28, 1994.

BASIS OF PRESENTATION

The financial statements of the Company as of June 2, 1996 and for the six-
month periods ended May 28, 1995 and June 2, 1996, and all information
subsequent to December 3, 1995 are unaudited. All adjustments and accruals
(consisting of normal recurring adjustments) have been made which, in the
opinion of management, are necessary for a fair presentation of the financial
position and operating results of the interim periods presented.

The interim financial statements are condensed and do not include all the
information and disclosures necessary for a full interim financial statement
presentation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation/Combination

The accompanying consolidated financial statements as of June 2, 1996,
December 3, 1995 and November 27, 1994, include the accounts of the Company
and its subsidiaries. The financial statements for the year ended February 27,
1994, include the combined results of operations, cash flows, and financial
position of Xenell, CML, and Glolite from their respective dates of
acquisitions. All significant intercompany balances and transactions have been
eliminated from the consolidated financial statements.

F-14
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Fiscal Year

In 1994, the Company changed its financial reporting year-end to the Sunday
nearest to December 1 of each year. Previously, the fiscal year ended the
Sunday closest to February 28. Accordingly, the consolidated statements of
operations for the periods ended December 3, 1995 and November 27, 1994,
contain 53 weeks and 39 weeks, respectively. The year ended February 27, 1994
contains 52 weeks.

Investments

Management determines the appropriate classification of investments at the
time of purchase and reevaluates such designations as of each balance sheet
date. Investments are classified as held-to-maturity when the Company has the
positive intent and ability to hold the securities to maturity. Held-to-
maturity securities are stated at amortized cost adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization and
accretion is included in interest income. Investments, held-to-maturity,
consist of federal securities with an estimated fair value of $2,102,000 at
December 3, 1995. All have contractual maturity dates in 1996.

Inventories

Inventories are stated at the lower of cost, determined by the first in,
first out (FIFO) method, or market. Inventories consist of the following
(dollars in thousands):

<TABLE>
<CAPTION>
NOVEMBER 27 DECEMBER 3 JUNE 2
1994 1995 1996
----------- ---------- -------
<S> <C> <C> <C>
Raw materials.............................. $1,750 $3,320 $ 5,823
Work in process............................ 390 1,115 4,049
Finished goods............................. 3,092 3,583 6,701
------ ------ -------
$5,232 $8,018 $16,573
====== ====== =======
</TABLE>

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost. The Company provides for
depreciation using the straight-line method over the following estimated
useful lives:

<TABLE>
<S> <C>
Buildings and improvements....................................... 25-39 years
Machinery and equipment.......................................... 12-25 years
Molds............................................................ 10-20 years
Furniture and fixtures........................................... 5-10 years
</TABLE>

Leasehold improvements are amortized on a straight-line basis over the
shorter of the estimated useful lives of the assets or the remaining lease
term.

The Company's depreciation method and estimated useful lives were
retroactively revised in connection with the November 27, 1994 consolidated
financial statements in order to more fairly allocate the cost of the assets
over their period of actual service. Previously, the Company had used
accelerated tax depreciation methods and lives for financial reporting.

F-15
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Accounting for the Impairment of Long-Lived Assets

In March 1995, the Financial Accounting Standards Board (FASB) issued
Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the asset's carrying amount. Statement No. 121 also
addresses the accounting for long-lived assets that are expected to be
disposed of. The Company will adopt Statement No. 121 in the first quarter of
1997, and based on current circumstances, does not believe the effect of
adoption will be material.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of
identifiable net assets acquired related to the business acquisitions
described in Note 1. Goodwill is amortized on a straight-line basis over 40
years. Accumulated amortization is approximately $90,000 and $177,000 at
November 27, 1994 and December 3, 1995, respectively. Amortization expense was
approximately $32,000, $47,000 and $100,000 for the year ended February 27,
1994, the nine months ended November 27, 1994 and the year ended December 3,
1995, respectively. The Company periodically assesses whether a change in
circumstances has occurred subsequent to an acquisition which would indicate
whether the future useful life of an asset should be revised. The Company
considers the future earnings potential of the acquired business in assessing
the recoverability of goodwill.

Other Intangible Assets

Other intangible assets include the fair value of engineering technology,
patents, noncompete, and other agreements associated with the acquisitions
described in Note 1. The intangibles are being amortized using the straight-
line method over their respective useful lives or contract periods, which
range from 3 to 25 years. Accumulated amortization is approximately $1,026,000
and $1,418,000 at November 27, 1994 and December 3, 1995, respectively.
Amortization expense was approximately $538,000, $319,000 and $380,000 for the
year ended February 27, 1994, for the nine months ended November 27, 1994, and
for the year ended December 3, 1995, respectively.

Stock-Based Compensation

Stock-based compensation awards are accounted for under APB Opinion No. 25
"Accounting for Stock Issued to Employees." In October 1995, the FASB issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation." The Company will be required to comply with this
Statement in 1997 and has yet to determine its impact.

Income Taxes

The Company accounts for income taxes using the liability method. Deferred
income taxes are recognized based on the expected future tax consequences of
differences between the financial statement and tax bases of assets and
liabilities, calculated using enacted tax rates in effect for the year in
which the differences are expected to be reflected in the tax return.

Foreign Currency Translation

Transactions arising in foreign currencies have been translated at rates of
exchange in effect at the dates of the transactions. Gains or losses during
the year have been included in net income. Assets and liabilities of

F-16
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
foreign affiliates are translated at current exchange rates, and income
statement accounts are translated at the average daily rates during the
period. Related translation adjustments are reported as a component of
stockholders' equity.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Stock Splits and Recapitalization

The balance sheet as of November 27, 1994, and all share and per share
information have been restated to reflect two stock splits effected in the
form of stock dividends and a 99-for-1 recapitalization on December 1, 1994.
The stock dividends were 18-for-1 in October 1994 and 0.716-for-1 in February
1995.

On August 5, 1996, the Company approved a three-for-two stock split of its
outstanding common stock to be effected in the form of a 50% stock dividend.
The dividend was paid on August 27, 1996 to shareholders of record August 16,
1996.

Earnings (Loss) Per Common Share

Pursuant to certain Securities and Exchange Commission requirements,
earnings (loss) per common share have been computed giving retroactive effect
to the stock dividends and recapitalization described above and as if the
shares issued to key employees in the period ended November 27, 1994, had been
outstanding for all periods.

3. CHIEF EXECUTIVE OFFICER COMPENSATION AND RELATED PARTY TRANSACTIONS

The accompanying consolidated statements of operations include the following
charges related to services provided by the chief executive officer (the CEO)
and principal stockholder (dollars in thousands):

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED YEAR ENDED
FEBRUARY 27, NOVEMBER 27, DECEMBER 3,
1994 1994 1995
------------ ------------ -----------
<S> <C> <C> <C>
Compensation.......................... $3,251 $2,000 $360
Rent for corporate headquarters....... 60 45 60
Rent for Oklahoma plant............... 190 -- --
</TABLE>

The Company has an amended employment agreement with the CEO and principal
stockholder under which his compensation will be $250,000 for each of the
fiscal years 1996 and 1997 (previously $420,000 and $480,000, respectively).

The Oklahoma plant that was leased by the CEO to the Company through
February 1994 was sold to the Company on February 25, 1994 for $575,000, the
CEO's approximate depreciated historical cost as of the sale date. The fair
market value of the plant, as determined by an independent appraisal, exceeded
the sale price by a considerable amount. The Company financed the purchase
with a loan payable to the CEO, which was subsequently repaid.

Also on February 25, 1994, the CEO sold to the Company for $141,000 certain
machinery and equipment that the CEO had purchased in October 1991. The sale
price equaled the CEO's cost of the equipment. This purchase was also financed
by a loan payable to the CEO, which was subsequently repaid.

F-17
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Amounts (payable to) due from the CEO and principal stockholder were as
follows (dollars in thousands):

<TABLE>
<CAPTION>
NOVEMBER 27 DECEMBER 3
1994 1995
----------- ----------
<S> <C> <C>
Accrued compensation................................. $(1,000) $--
Stockholder loan..................................... (79) --
Advance to stockholder............................... -- 74
------- ----
$(1,079) $ 74
======= ====
</TABLE>

4. DEBT

Debt consisted of the following (dollars in thousands):

<TABLE>
<CAPTION>
NOVEMBER 27 DECEMBER 3
1994 1995
----------- ----------
<S> <C> <C>
Operating revolving loan, due December 30, 1996,
unless extended, interest payable monthly at prime
(8.5% at December 3, 1995)........................ $ 7,055 $2,628
Promissory note, interest at the lender's average
cost of short-term funds (6.96% at December 3,
1995) plus 2.25%, currently repayable in monthly
installments of Canadian $7,300 plus interest, due
May 15, 1997...................................... -- 584
Term note.......................................... 10,998 --
Note payable to a bank............................. 76 --
------- ------
18,129 3,212
Less: Current portion.............................. 9,114 65
------- ------
$ 9,015 $3,147
======= ======
</TABLE>

As of December 3, 1995 the Company's revolving credit agreement provided for
borrowings up to $5,000,000 under an operating revolving loan and $30,000,000
under acquisition loans, subject to the lesser of $35,000,000 and a collateral
borrowing base, as defined in the amended credit agreement and up to
$1,000,000 under a letter of credit revolving loan. In August 1996, the
agreement was amended to provide up to $8,000,000 under the letter of credit
revolving loan and the maturity date was extended to December 30, 1997.

As of November 27, 1994 and December 3, 1995, the Company had borrowed
$7,055,000, and $2,628,000, respectively, of the $7,299,000 and $25,068,000,
respectively, available under the loan agreement's borrowing base. Letters of
credit totaling $264,000 and $831,000, were outstanding at November 27, 1994
and December 3, 1995, respectively, none of which had been drawn upon.

In conjunction with the acquisition of Alba (see Note 1) the Company
borrowed $8 million denominated in Japanese Yen under the acquisition facility
portion of the credit agreement. The loan is payable on November 29, 1996 with
interest at the rate of approximately 3.25%.

Additionally, in August 1996, the Company borrowed another $8 million
denominated in Japanese Yen under the acquisition facility portion of the
credit agreement to refinance U.S. dollar denominated amounts borrowed under
the credit facility. The loan is payable in August 1997 with interest at the
rate of 3.35%.

Amounts borrowed may remain outstanding until due by their terms provided
that: (a) they are supported by the borrowing base, and (b) the Company is in
compliance with the various restrictive covenants described below. As of
November 27, 1994 and December 3, 1995, the Company was in compliance with the
terms of its amended credit agreement. Loans under the credit agreement
(Revolving Loan, Letter of Credit Loan and Acquisition Loan) are
collateralized by substantially all of the Company's property and assets.

F-18
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The Company is required to comply with a number of affirmative and negative
covenants under the credit agreement. Among other things, the credit agreement
requires the Company to satisfy certain financial tests and ratios (including
interest coverage ratios, net worth-related ratios, and net worth
requirements).

As of December 3, 1995 annual debt principal payments required were as
follows (dollars in thousands):

5. INCOME TAXES

The following is a summary of the provision for income taxes (dollars in
thousands):

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED YEAR ENDED
FEBRUARY 27 NOVEMBER 27 DECEMBER 3
1994 1994 1995
----------- ----------- ----------
<S> <C> <C> <C>
Federal:
Current.............................. $ 3 $309 $2,278
Deferred............................. 205 294 77
---- ---- ------
208 603 2,355
State:
Current.............................. 1 162 408
Deferred............................. 22 35 (26)
---- ---- ------
23 197 382
Foreign:
Current.............................. -- -- 152
Deferred............................. -- -- 104
---- ---- ------
-- -- 256
---- ---- ------
$231 $800 $2,993
==== ==== ======
</TABLE>

Between May 1, 1992 and January 1, 1994, Xenell Corp. income was taxed under
Section 1362 Subchapter (S corporation) of the Internal Revenue Code, which
provides that in lieu of corporate income taxes, each stockholder is taxed on
their pro rata share of the Company's taxable income. Therefore, there is no
provision for current federal income taxes on Xenell's income during this 20-
month period. Xenell paid dividends to the stockholder to reimburse the
stockholder for the approximate amount of income taxes related to the
S corporation. Xenell's deferred tax liabilities ($449,000) that existed on
April 30, 1992, were credited to the deferred tax provision in the period that
S corporation status was elected; similarly, deferred tax liabilities
($543,000) that had to be reinstated on the balance sheet on January 1, 1994,
when the S corporation status was terminated, were charged to the deferred tax
provision in the period that includes that date.

The Company's manufacturing facility in Costa Rica is operated under a tax
holiday, which expires in 2005. The impact of this tax holiday was an increase
to net income of $742,000 or $.05 per share for the year ended December 3,
1995.

F-19
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

A reconciliation between the provision (benefit) for income taxes computed
at statutory rates and the amount reflected in the accompanying statements of
operations is as follows (dollars in thousands):

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED YEAR ENDED
FEBRUARY 27 NOVEMBER 27 DECEMBER 3
1994 1994 1995
----------- ----------- ----------
<S> <C> <C> <C>
Computed federal tax provision (benefit) at
statutory rates............................ $(477) $649 $3,896
Increase (decrease) in taxes resulting from:
Amortization of goodwill.................. 12 17 24
State income taxes, net of federal
benefit.................................. (26) 115 252
Change in S corporation status............ 543 -- --
Impact of S corporation income not
taxable.................................. 192 -- --
Lower effective income taxes of other
countries................................ -- -- (841)
Other..................................... (13) 19 (338)
----- ---- ------
$ 231 $800 $2,993
===== ==== ======
</TABLE>

The significant items comprising the deferred income taxes are as follows
(dollars in thousands):

<TABLE>
<CAPTION>
NOVEMBER 27 DECEMBER 3
1994 1995
----------- ----------
<S> <C> <C>
Assets:
Reserves............................................... $ 346 $ 193
Other.................................................. 64 492
------ ------
Total assets............................................. 410 685
------ ------
Liabilities:
Accelerated tax depreciation........................... 3,626 5,197
Other.................................................. 417 286
------ ------
Total liabilities........................................ 4,043 5,483
------ ------
$3,633 $4,798
====== ======
</TABLE>

6. COMMITMENTS AND CONTINGENCIES

Litigation

The consolidated statements of operations for the nine months ended November
27, 1994 and year ended February 27, 1994, included a $1,000,000 and $180,000
charge, respectively, in selling, general, and administrative expenses to
settle lawsuits brought against the Company by former employees for breach of
contract and other claims. Included in other accrued expenses at November 27,
1994, is $616,000 related to this litigation.

F-20
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Forward Currency Contracts

In May 1996, the Company entered into two forward currency contracts for $8
million each denominated in Japanese Yen and German Marks. Unless the Company
elects to close the contracts prior to the settlement dates in October 1996
and June 1997, the Company will exchange the equivalent Japanese Yen and
German Marks for the fixed $8 million each at the current exchange rate.

Leases

The Company leases certain facilities and equipment under operating lease
and sublease agreements that expire at various dates from the current year to
2010. As of December 3, 1995, the aggregate minimum future commitments under
leases are as follows (dollars in thousands):
<TABLE>
<CAPTION>
OPERATING
LEASES
---------
<S> <C>
1996............................................................... $ 713
1997............................................................... 847
1998............................................................... 714
1999............................................................... 698
2000............................................................... 698
Thereafter......................................................... 5,018
------
$8,688
======
</TABLE>

Rent expense for the year ended December 3, 1995, the nine months ended
November 27, 1994 and the year ended February 27, 1994, was $593,000,
$431,000, and $477,000, respectively.

7. STOCK COMPENSATION AND STOCK OPTION PLAN

On May 16, 1994, the Company issued approximately 1.1% of its then-
outstanding shares of common stock to four key employees in partial
consideration for services rendered. The Company recorded a compensation
charge of $128,000 to selling, general, and administrative expenses in the
statement of operations for the nine months ended November 27, 1994. The
amount of charge was based on the stock's estimated fair market value on May
16, 1994.

In January 1995, the Company's Board of Directors approved a stock option
plan for up to 750,000 shares of common stock. The plan provides for the
granting of both incentive stock options (as defined in section 422 of the
Internal Revenue Code) and nonqualified stock options. Options may be granted
under the plan on such terms and at such prices as determined by the Board of
Directors, except that the per share exercise price of incentive stock options
cannot be less than the fair market value of the common stock on the date of
grant. Each option will be exercisable after the period or periods specified
in the option agreement, but no option may be exercisable after the expiration
of 10 years from the date of grant.

In fiscal 1995, the Company granted 345,000 of the options to key employees
with exercise prices varying between $8.33 per share and $11.83 per share. No
options were exercised during 1995 or 1996, and as of December 3, 1995, 97,500
options were exerciseable.

8. SIGNIFICANT CUSTOMER

The Company had sales to a major customer that accounted for 22% of net
sales in the fiscal year ended February 27, 1994. There were no such
significant customers for the year ended December 3, 1995 or the nine-month
period ended November 27, 1994.

F-21
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

9. EMPLOYEE BENEFIT PLANS

Defined-Contribution Plan

IDI has a 401(k) defined-contribution plan (the 401(k) Plan) that is
available to all nonunion employees who have met certain length-of-service
requirements. Participants can voluntarily contribute their compensation (up
to a maximum amount as defined in the plan agreement) to the 401(k) Plan. IDI
may also elect to make a contribution. IDI's expense under the 401(k) Plan was
approximately $15,000 and $41,000 for the periods ended November 27, 1994, and
December 3, 1995, respectively. Effective November 30, 1995, the Company
suspended all contributions to the 401(k) Plan.

Defined-Benefit Plans

IDI and Fredon sponsor separate noncontributory, defined-benefit pension
plans (the Plans) in which IDI union employees and substantially all Fredon
employees are eligible to participate. Benefits are based on years of service
and compensation. The most recent valuation of the plans were July 31, 1995,
and October 31, 1995, for Fredon and IDI, respectively. The IDI plan for 1994
and the Plans' 1995 combined funded status and the amounts recognized in the
accompanying consolidated balance sheets are as follows (dollars in
thousands):

<TABLE>
<CAPTION>
NOVEMBER 27 DECEMBER 3
1994 1995
----------- ----------
<S> <C> <C>
Actuarial present value of benefit obligations
Accumulated benefit obligation:
Vested benefits................................... $340 $1,000
Nonvested benefits................................ 17 51
---- ------
357 1,051
Effect of future salary increases................... 20 64
---- ------
Projected benefit obligation........................ 377 1,115
Plan assets at fair value, primarily corporate bonds
and U.S. government obligations.................... 362 981
---- ------
Plan assets less than projected benefit obligation.. (15) (134)
Unrecognized transition amount...................... (37) 97
Unrecognized net (gain) loss........................ 21 51
Unamortized prior service cost...................... 16 18
---- ------
Prepaid (accrued) pension cost...................... $(15) $ 32
==== ======
</TABLE>

The components of net periodic pension cost are as follows (dollars in
thousands):

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
NOVEMBER 27 DECEMBER 3
1994 1995
----------- ----------
<S> <C> <C>
Service cost.......................................... $26 $ 99
Interest cost on projected benefit obligation......... 16 67
Actual return on plan assets.......................... (6) (71)
Net amortization and deferral......................... (15) 12
--- ----
Net pension cost...................................... $21 $107
=== ====
</TABLE>

The discount rate used in determining the present value of the projected
benefit obligation was 7.5%, the expected long-term rate of return on assets
was 9%, and the assumed rate of increase in future compensation levels was 5%.

F-22
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Plastomer maintains a defined-benefit pension plan which provided retirement
benefits for essentially all employees. The plan is subject to an actuarial
valuation every three years. The most recent valuation was January 1, 1994,
which indicated a surplus of $39,000. The pension expense for the period ended
December 3, 1995, was $96,000 and consists entirely of service costs.

10. CAPITAL STOCK

In December 1994, the Company amended its Articles of Incorporation to
increase the authorized shares of common stock from 75,000 shares to
20,000,000 shares and change the common stock's par value from $1.00 to $.01
per share. This change has retroactively been reflected in the November 27,
1994 balance sheet.

In January 1995, the Company also revised its Articles of Incorporation to
authorize the issuance of 5,000,000 shares of preferred stock, $.01 par value.
No shares of preferred stock have been issued.

At June 2, 1996, 750,000 shares of common stock have been reserved for
future issuance upon the exercise of stock options.

11. GEOGRAPHIC SEGMENT INFORMATION

Prior to February 1995, the Company's operations were solely in the United
States. As described in Note 1, the Company made acquisitions during fiscal
1995 in Canada, the United Kingdom, and Costa Rica.

Financial information as of and for the year ended December 3, 1995 and as
of and for the six months ended June 2, 1996, summarized by geographic area,
is as follows (dollars in thousands):

<TABLE>
<CAPTION>
UNITED OTHER
STATES CANADA EUROPE INTERNATIONAL ELIMINATIONS CONSOLIDATED
------- ------- ------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 3, 1995
TOTAL REVENUES
Unaffiliated customers.. $44,340 $ 7,064 $ -- $ 5,998 $ -- $ 57,402
Interarea transfers..... -- 138 -- -- (138) --
------- ------- ------- ------- ----- --------
Total................... 44,340 7,202 -- 5,998 (138) 57,402
Income from operations.. 9,034 707 -- 2,473 -- 12,214
ASSETS
Identifiable assets..... 30,560 9,429 10,287 7,104 -- 57,380
Corporate assets........ 2,150 -- -- -- -- 2,150
------- ------- ------- ------- ----- --------
Total assets............ $32,710 $ 9,429 $10,287 $ 7,104 $ -- $ 59,530
======= ======= ======= ======= ===== ========
JUNE 2, 1996
TOTAL REVENUES
Unaffiliated customers.. $22,750 $ 6,427 $ 8,614 $ 3,736 $ -- $ 41,527
Interarea transfers..... 198 (90) -- -- (108) --
------- ------- ------- ------- ----- --------
Total................... 22,948 6,337 8,614 3,736 (108) 41,527
Income from operations.. 2,241 1,335 2,494 2,105 -- 8,175
ASSETS
Identifiable assets..... 36,294 10,047 45,935 11,137 -- 103,413
Corporate assets........ -- -- -- -- -- --
------- ------- ------- ------- ----- --------
Total assets............ $36,294 $10,047 $45,935 $11,137 $ -- $103,413
======= ======= ======= ======= ===== ========
</TABLE>

F-23
<PAGE>

CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The assets in Europe represent assets acquired in a business combination at
the end of fiscal 1995.

Canadian interarea transfers primarily represent shipments of work in
process and finished goods inventory to domestic operations. These interarea
shipments are made at transfer prices which approximate prices charged to
unaffiliated customers and have been eliminated from consolidated net
revenues. Corporate assets consist primarily of investments.

F-24
<PAGE>

REVIEW ENGAGEMENT REPORT

To the Shareholders of
Plastomer Inc.

We have reviewed the interim balance sheet of Plastomer Inc. as at June 2,
1996 and the interim statements of income, retained earnings and cash flows
for the six months then ended. Our review was made in accordance with
generally accepted standards for review engagements and accordingly consisted
primarily of enquiry, analytical procedures and discussion related to
information supplied to us by the company.

A review is substantially less in scope than an audit, conducted in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, nothing has come to our attention that causes us to
believe that these interim financial statements are not, in all material
respects, in accordance with generally accepted accounting principles.

Hards Pearson
Chartered Accountants
Barrie, Canada,
July 4, 1996.

F-25
<PAGE>

PLASTOMER INC.

INTERIM BALANCE SHEET

AS AT JUNE 2, 1996 UNAUDITED--SEE REVIEW ENGAGEMENT REPORT

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
ASSETS
CURRENT
Cash................................................................. 498,665
Accounts receivable.................................................. 2,936,250
Inventory [note 3]................................................... 2,563,245
Prepaid expenses..................................................... 58,720
----------
TOTAL CURRENT ASSETS................................................. 6,056,880
Fixed assets [note 4]................................................ 6,371,613
Goodwill [note 5].................................................... 1,277,712
----------
13,706,205
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable and accrued charges................................. 2,658,427
Income taxes payable................................................. 227,882
Due to parent company................................................ 250,520
Due to related party................................................. 1,195,902
Current portion of long-term debt [note 6]........................... 88,000
----------
TOTAL CURRENT LIABILITIES............................................ 4,420,731
Accrued start-up costs............................................... 561,049
Long-term debt [note 6].............................................. 661,600
Deferred income taxes................................................ 1,578,146
----------
TOTAL LIABILITIES.................................................... 7,221,526
----------
SHAREHOLDERS' EQUITY
Capital stock [note 7]............................................... 5,000,000
Retained earnings.................................................... 1,484,679
----------
TOTAL SHAREHOLDERS' EQUITY........................................... 6,484,679
----------
13,706,205
==========
</TABLE>

See accompanying notes.

F-26
<PAGE>

PLASTOMER INC.

INTERIM STATEMENT OF INCOME

SIX MONTHS ENDED JUNE 2, 1996 UNAUDITED--SEE REVIEW ENGAGEMENT REPORT

<TABLE>
<CAPTION>
CANADIAN
$
---------
<S> <C>
NET SALES............................................................ 8,245,590
Direct materials and labour.......................................... 4,688,886
---------
Contributions to overhead............................................ 3,556,704
---------
OVERHEAD COSTS
Manufacturing expenses............................................... 1,296,299
Depreciation......................................................... 214,759
---------
1,511,058
Inventory change and capitalized variances........................... (214,496)
---------
1,296,562
---------
GROSS MARGIN......................................................... 2,260,142
Distribution costs................................................... 63,638
Tooling income....................................................... (15,892)
---------
GROSS PROFIT......................................................... 2,212,396
Administration....................................................... 395,612
---------
Income before interest, management fees and taxes ................... 1,816,784
Interest on long-term debt........................................... 31,607
Management fees...................................................... 340,000
---------
Income before income taxes........................................... 1,445,177
---------
Provision for income taxes
Current............................................................ 466,525
Deferred........................................................... 47,972
---------
514,497
---------
NET INCOME FOR THE PERIOD............................................ 930,680
=========
</TABLE>

See accompanying notes

F-27
<PAGE>

PLASTOMER INC.

INTERIM STATEMENT OF RETAINED EARNINGS

SIX MONTHS ENDED JUNE 2, 1996 UNAUDITED--SEE REVIEW ENGAGEMENT REPORT

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
Retained earnings, beginning of period............................... 553,999
Net income for the period............................................ 930,680
---------
Retained earnings, end of period..................................... 1,484,679
=========
</TABLE>

See accompanying notes

F-28
<PAGE>

PLASTOMER INC.

INTERIM STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 2, 1996 UNAUDITED--SEE REVIEW ENGAGEMENT REPORT

<TABLE>
<CAPTION>
CANADIAN
$
---------
<S> <C>
OPERATING ACTIVITIES
Net income for the period............................................ 930,680
Add charges to income not resulting in a current outlay of cash
Depreciation and amortization...................................... 233,972
Deferred income taxes.............................................. 49,972
Net loss on disposal of fixed assets............................... 153
---------
1,212,777
Decrease in accrued start-up costs................................... (94,880)
Net change in non-cash working capital balances [note 8]............. (525,418)
---------
CASH PROVIDED BY OPERATING ACTIVITIES................................ 592,479
---------
FINANCING ACTIVITIES
Increase in due to parent company.................................... (628,915)
Increase in due to related party..................................... 340,000
Repayment of promissory note......................................... (43,800)
---------
CASH USED IN FINANCING ACTIVITIES.................................... (332,715)
---------
INVESTING ACTIVITIES
Proceeds on disposal of fixed assets................................. 2,186
Purchase of fixed assets............................................. (677,597)
---------
CASH USED IN INVESTING ACTIVITIES.................................... (675,411)
---------
NET DECREASE IN CASH DURING THE PERIOD............................... (415,647)
Cash, beginning of period............................................ 914,312
---------
CASH, END OF PERIOD.................................................. 498,665
=========
</TABLE>

See accompanying notes

F-29
<PAGE>

PLASTOMER INC.

NOTES TO THE INTERIM FINANCIAL STATEMENTS

JUNE 2, 1996 UNAUDITED--SEE REVIEW ENGAGEMENT REPORT

1. OPERATIONS

The company is a manufacturer and supplier of miniature light socket
assemblies to the automotive industry. The assemblies are used primarily for
instrument clusters, warning lights, climate control modules and courtesy
lights.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the company have been prepared in accordance
with generally accepted accounting principles, on a consistent basis during
the period. The following is a summary of the more significant accounting
policies:

Inventory

Inventory is valued at the lower of cost or net realizable value. Cost has
been determined on the first-in, first-out basis. Net realizable value for
finished goods has been defined as standard selling price less normal profit
margin. Net realizable value for raw materials has been defined as net
replacement cost.

Fixed assets

Based on purchase accounting the fixed assets are stated at the lower of
appraised value, as determined by appraisals dated April 5, 1995 and May 3,
1995, less accumulated depreciation and net recoverable amount. Additions
after this date are stated at the lower of cost less accumulated depreciation
and net recoverable value. Depreciation is provided on the straight-line basis
over the following periods:

<TABLE>
<S> <C>
Building....................................................... 35 years
Machinery and equipment........................................ 5-20 years
Moulds and dies................................................ 10 years
Software....................................................... 5 years
</TABLE>

Investment tax credits

The company reduces the cost of related fixed assets by the investment tax
credits claimed in the year.

Goodwill

Goodwill is recorded at cost less accumulated amortization. Amortization is
provided on the straight-line basis over a period of 40 years.

Pension costs

Current and past service costs are expensed as incurred and funded as
required by actuarial valuation. Past service costs relating to an amendment
in the Pension Plan are amortized over the expected average remaining service
life of the company's employees.

F-30
<PAGE>

PLASTOMER INC.

NOTES TO THE INTERIM FINANCIAL STATEMENTS--(CONTINUED)

JUNE 2, 1996 UNAUDITED--SEE REVIEW ENGAGEMENT REPORT

Translation of foreign currency

Transactions arising in foreign currencies [principally United States
dollars] have been translated at rates of exchange in effect at the dates of
the transactions. Monetary items denominated in foreign currencies have been
translated at rates of exchange in effect at the balance sheet date. Gains or
losses during the period have been included in net income.

3. INVENTORY

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
Raw Materials....................................................... 1,931,460
Work-in-progress and finished goods................................. 703,919
Capitalized manufacturing variances................................. (73,767)
Tooling............................................................. 1,633
---------
2,563,245
=========
</TABLE>

4. FIXED ASSETS

<TABLE>
<CAPTION>
ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
$ $ $
--------- ------------ ---------
<S> <C> <C> <C>
Land........................................... 75,000 -- 75,000
Buildings...................................... 1,500,000 50,000 1,450,000
Machinery and equipment........................ 4,166,252 337,352 3,828,900
Moulds and dies................................ 1,070,584 101,602 968,982
Software....................................... 61,448 12,717 48,731
--------- ------- ---------
6,873,284 501,671 6,371,613
========= ======= =========
</TABLE>

5. GOODWILL

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
Cost................................................................ 1,323,602
Accumulated amortization............................................ (45,890)
---------
1,277,712
=========
</TABLE>

6. LONG-TERM DEBT

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
ROYNAT INC.
Promissory note, interest at RoyNat Inc.'s average cost of
short-term funds plus 2.25%, currently repayable in monthly
instalments of $7,300 plus interest, due May 15, 1997.......... 749,600
Less current portion of long-term debt.......................... (88,000)
-------
661,600
=======
</TABLE>

F-31
<PAGE>

PLASTOMER INC.

NOTES TO THE INTERIM FINANCIAL STATEMENTS--(CONTINUED)

JUNE 2, 1996 UNAUDITED--SEE REVIEW ENGAGEMENT REPORT

6. LONG-TERM DEBT (CONTINUED)

Principal payments on the above obligations until maturity are as follows:
<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
1996............................................................. 43,800
1997............................................................. 36,500
On maturity...................................................... 669,300
-------
749,600
=======
</TABLE>

The company negotiated a $1,500,000 mortgage facility with RoyNat Inc. at
the lender's average cost of funds plus 2.25%. A $2,000,000 demand debenture
representing a first fixed and floating charge over the company's land,
buildings, machinery and equipment, a floating charge over all other assets,
subject to priority agreements executed with the Bank of Montreal with repect
to accounts receivable and inventory, and assignments of fire and life
insurance have been pledged as security for this loan.

7. CAPITAL STOCK

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
Authorized
Unlimited voting, 6% non-cumulative, redeemable,
retractable Class AA special shares.............................
Unlimited common shares..........................................
Issued and fully paid............................................
5,000,000 common shares.......................................... 5,000,000
=========
</TABLE>

8. NET CHANGE IN NON-CASH WORKING CAPITAL BALANCES

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
Accounts receivable............................................. (294,753)
Income taxes receivable......................................... 136,047
Inventory....................................................... (1,106,866)
Prepaid expenses................................................ (24,064)
Accounts payable and accrued charges............................ 536,336
Income taxes payable............................................ 227,882
----------
(525,418)
==========
</TABLE>

Decreases in assets and increases in liabilities result in a source of
funds. Increases in assets and decreases in liabilities result in a use of
funds and are indicated by brackets.

9. PENSION PLAN

The company maintains a defined benefit pension plan which provides
retirement benefits for essentially all employees. The plan is subject to an
actuarial valuation every three years. The most recent valuation was
January 1, 1994 which indicated a surplus of $39,204. The pension expense for
1996 is as follows:

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
Current service cost............................................. 24,818
======
</TABLE>

F-32
<PAGE>

PLASTOMER INC.

NOTES TO THE INTERIM FINANCIAL STATEMENTS--(CONTINUED)

JUNE 2, 1996 UNAUDITED--SEE REVIEW ENGAGEMENT REPORT

10. RELATED PARTY TRANSACTIONS

During the period Industrial Devices, Inc. issued invoices on the company's
behalf. Chicago Miniature Lamp, Inc. a United States corporation, paid certain
expenditures on behalf of the company.

Sales are made to both related parties on terms that are substantially the
same as to independent customers.

A management fee is paid quarterly to Chicago Miniature Lamp, Inc.

11. OPERATING LEASES

Minimum lease payments over the next two years with respect to operating
leases are as follows:

<TABLE>
<CAPTION>
CANADIAN $
----------
<S> <C>
1996............................................................. 55,180
1997............................................................. 4,063
------
59,243
======
</TABLE>

F-33
<PAGE>

AUDITORS' REPORT

To the Shareholders of
Plastomer Inc.

We have audited the balance sheet of Plastomer Inc. as at December 3, 1995
and the statements of income, retained earnings and cash flows for the 244
days then ended. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at December 3, 1995 and the
results of its operations and the changes in its financial position for the
period then ended in accordance with generally accepted accounting principles
in the United States.

Hards Pearson
Chartered Accountants

Barrie, Canada,
December 22, 1995.

F-34
<PAGE>

PLASTOMER INC.

BALANCE SHEET

AS AT DECEMBER 3

<TABLE>
<CAPTION>
1995
CANADIAN $
----------
<S> <C>
ASSETS
CURRENT
Cash................................................................. 914,312
Accounts receivable.................................................. 2,641,497
Income taxes receivable.............................................. 136,047
Inventory [note 3]................................................... 1,456,379
Prepaid expenses..................................................... 34,656
----------
TOTAL CURRENT ASSETS................................................. 5,182,891
Fixed assets [note 4]................................................ 5,913,236
Goodwill [note 5].................................................... 1,294,803
----------
12,390,930
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable and accrued charges................................. 2,122,091
Due to related party................................................. 175,630
Current portion of long-term debt [note 6]........................... 1,647,707
----------
TOTAL CURRENT LIABILITIES............................................ 3,945,428
Accrued start-up costs............................................... 655,929
Long-term debt [note 6].............................................. 705,400
Deferred income taxes................................................ 1,530,174
----------
TOTAL LIABILITIES.................................................... 6,836,931
----------
SHAREHOLDERS' EQUITY
Capital stock [note 7]............................................... 5,000,000
Retained earnings.................................................... 553,999
----------
TOTAL SHAREHOLDERS' EQUITY........................................... 5,553,999
----------
12,390,930
==========
</TABLE>

See accompanying notes

F-35
<PAGE>

PLASTOMER INC.

STATEMENT OF INCOME

244 DAYS ENDED DECEMBER 3

<TABLE>
<CAPTION>
1995
CANADIAN $
----------
<S> <C>
NET SALES........................................................... 9,491,312
Direct materials and labour......................................... 5,044,746
---------
Contributions to overhead........................................... 4,446,566
---------
OVERHEAD COSTS
Manufacturing expenses.............................................. 1,829,278
Depreciation........................................................ 315,753
---------
2,145,031
Inventory change and capitalized variances.......................... 218,409
---------
2,363,440
---------
GROSS MARGIN........................................................ 2,083,126
Distribution costs.................................................. 80,258
Tooling income...................................................... (19,024)
---------
GROSS PROFIT........................................................ 2,021,892
Selling and marketing............................................... 31,441
Administration...................................................... 354,705
---------
Income before interest, fees and taxes.............................. 1,635,746
Interest on long-term debt.......................................... 71,475
Management fee...................................................... 680,272
---------
Income before income taxes.......................................... 883,999
---------
Provision for income taxes
Current........................................................... 188,893
Deferred.......................................................... 141,107
---------
330,000
---------
NET INCOME FOR THE PERIOD........................................... 553,999
=========
</TABLE>

See accompanying notes

F-36
<PAGE>

PLASTOMER INC.

STATEMENT OF RETAINED EARNINGS

244 DAYS ENDED DECEMBER 3

<TABLE>
<CAPTION>
1995
CANADIAN $
----------
<S> <C>
RETAINED EARNINGS, BEGINNING OF PERIOD............................... --
Net income for the period............................................ 553,999
-------
RETAINED EARNINGS, END OF PERIOD..................................... 553,999
=======
</TABLE>

See accompanying notes

F-37
<PAGE>

PLASTOMER INC.

STATEMENT OF CASH FLOWS

244 DAYS ENDED DECEMBER 3

<TABLE>
<CAPTION>
1995
CANADIAN $
----------
<S> <C>
OPERATING ACTIVITIES
Net income for the period........................................... 553,999
Add charges to income not resulting in a current outlay of cash
Depreciation and amortization..................................... 345,406
Deferred income taxes............................................. 141,107
Net loss on sale of fixed assets.................................. 1,307,964
----------
2,348,476
Net increase in accrued start-up costs.............................. 655,929
Net change in non-cash working capital balances [note 8]............ (1,970,858)
----------
CASH PROVIDED BY OPERATING ACTIVITIES............................... 1,033,547
----------
FINANCING ACTIVITIES
Net proceeds of shareholder loans................................... 1,559,707
Net proceeds of promissory note..................................... 793,400
----------
Cash provided by financing activities............................... 2,353,107
----------
INVESTING ACTIVITIES
Deferred taxes recorded upon amalgamation........................... 1,389,067
Proceeds of share capital issuance.................................. 5,000,000
Assets received on amalgamation..................................... (7,403,324)
Goodwill recorded on amalgamation................................... (1,323,602)
Purchase of fixed assets............................................ (467,930)
Proceeds on disposal of fixed assets................................ 333,447
----------
CASH USED IN INVESTING ACTIVITIES................................... (2,472,342)
----------
NET INCREASE IN CASH DURING THE PERIOD.............................. 914,312
Cash, beginning of period........................................... --
----------
CASH, END OF PERIOD................................................. 914,312
==========
</TABLE>

See accompanying notes

F-38
<PAGE>

PLASTOMER INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 3, 1995
(CANADIAN DOLLARS)

1. OPERATIONS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Amalgamation

On March 31, 1995, Industrial Devices Inc., a United States corporation,
acquired Plastomer Inc. At that time 1112637 Ontario Inc., 1124655 Ontario
Inc. and Plastomer Inc. were amalgamated.

Inventory

Fixed assets

<TABLE>
<S> <C>
Building.......................................................... 35 years
Machinery and equipment........................................... 5-18 years
Moulds and dies................................................... 10 years
Software.......................................................... 5 years
</TABLE>

Investment tax credits

The company reduces the cost of related fixed assets by the investment tax
credits claimed in the year.

Goodwill

Goodwill is recorded at cost less accumulated amortization. Amortization is
provided on the straight-line basis over a period of 40 years.

Pension costs

F-39
<PAGE>

PLASTOMER INC.

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

Translation of foreign currency

Transactions arising in foreign currencies (principally United States
dollars) have been translated at rates of exchange in effect at the dates of
the transactions. Monetary items denominated in foreign currencies have been
translated at rates of exchange in effect at the balance sheet date. Gains or
losses during the year have been included in net income.

3. INVENTORY

<TABLE>
<CAPTION>
1995
---------
$
<S> <C>
Raw materials......................................................... 980,157
Work-in-progress and finished goods................................... 437,082
Capitalized manufacturing variances................................... 25,673
Tooling............................................................... 13,467
---------
1,456,379
=========
</TABLE>

4. FIXED ASSETS

<TABLE>
<CAPTION>
1995
--------------------------------
ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
$ $ $
--------- ------------ ---------
<S> <C> <C> <C>
Land........................................... 75,000 -- 75,000
Buildings...................................... 1,500,000 28,571 1,471,429
Machinery and equipment........................ 3,763,193 192,751 3,570,442
Moulds and dies................................ 806,920 58,476 748,444
Software....................................... 55,116 7,195 47,921
--------- ------- ---------
6,200,229 286,993 5,913,236
========= ======= =========
</TABLE>

5. GOODWILL

<TABLE>
<CAPTION>
1995
---------
$
<S> <C>
Cost................................................................. 1,323,602
Accumulated amortization............................................. (28,799)
---------
1,294,803
=========
</TABLE>

6. LONG-TERM DEBT

<TABLE>
<CAPTION>
1995
----------
$
<S> <C>
RoyNat Inc.
Promissory note, interest at RoyNat Inc.'s average cost of short-
term funds plus 2.25%, currently repayable in monthly instalments
of $7,300 plus interest, due May 15, 1997......................... 793,400
Shareholder loan
Non-interest bearing............................................... 1,559,707
----------
2,353,107
Less current portion of long-term debt............................. (1,647,707)
----------
705,400
==========
</TABLE>

F-40
<PAGE>

PLASTOMER INC.

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)
Principal payments on the above obligations until maturity are as follows:

<TABLE>
<CAPTION>
$
-------
<S> <C>
1996.................................................................... 87,600
1997.................................................................... 36,500
On maturity............................................................. 669,300
-------
793,400
=======
</TABLE>

The company negotiated a $1,500,000 mortgage facility with RoyNat Inc. at
the lender's average cost of funds plus 2.25%. A $2,000,000 demand debenture
representing a first fixed and floating charge over the company's land,
buildings, machinery and equipment, a floating charge over all other assets,
subject to priority agreements executed with the Bank of Montreal with respect
to accounts receivable and inventory, and assignments of fire and life
insurance have been pledged as security for this loan.

7. CAPITAL STOCK

<TABLE>
<CAPTION>
1995
$
---------
<S> <C>
AUTHORIZED
Unlimited voting, 6% non-cumulative, redeemable, retractable Class
AA special shares.................................................. --
Unlimited common shares............................................. --
ISSUED AND FULLY PAID
5,000,000 common shares............................................. 5,000,000
=========
</TABLE>

Upon amalgamation the company converted 100 common shares of 1124655 Ontario
Inc. into 100 common shares of the new entity, the outstanding capital of
1112637 Ontario Inc. and Plastomer Inc. were returned for cancellation without
repayment.

On April 1, 1996 the company issued a further 4,999,900 common shares to
Industrial Devices Inc. for $4,999,900.

8. NET CHANGE IN NON-CASH WORKING CAPITAL BALANCES

<TABLE>
<CAPTION>
1995
$
----------
<S> <C>
Accounts receivable................................................. (2,641,497)
Income taxes receivable............................................. (136,047)
Inventory........................................................... (1,456,379)
Prepaid expenses.................................................... (34,656)
Accounts payable and accrued charges................................ 2,122,091
Due to related party................................................ 175,630
----------
(1,970,858)
==========
</TABLE>

Decreases in assets and increases in liabilities result in a source of
funds. Increases in assets and decreases in liabilities result in a use of
funds and are indicated by brackets.

F-41
<PAGE>

PLASTOMER INC.

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

9. PENSION PLAN

The company maintains a defined benefit pension plan which provides
retirement benefits for essentially all employees. The plan is subject to an
actuarial valuation every three years. The most recent valuation was January
1, 1994 which indicated a surplus of $39,204. The pension expense for 1995 is
as follows:

<TABLE>
<CAPTION>
1995 $
------
<S> <C>
Current service cost..................................................... 96,506
======
</TABLE>

10. RELATED PARTY TRANSACTIONS

During the year Industrial Devices Inc. issued invoices on the company's
behalf. Chicago Miniature Lamp Inc., a United States corporation, paid certain
expenditures on behalf of the company.

Sales are made to both related parties on terms that are substantially the
same as to independent customers.

F-42
<PAGE>

AUDITORS' REPORT

To the Shareholders of
Plastomer Inc.

We have audited the balance sheets of Plastomer Inc. as at December 30, 1994
and 1993 and the statements of income, retained earnings and cash flows for
the years then ended. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at December 30, 1994 and
1993 and the results of its operations and the changes in its financial
position for the years then ended in accordance with generally accepted
accounting principles in Canada.

Hards Pearson
Chartered Accountants

Barrie, Canada
February 28, 1995

F-43
<PAGE>

PLASTOMER INC.

BALANCE SHEET

AS AT DECEMBER 30, 1994 AND 1993
(CANADIAN DOLLARS)

<TABLE>
<CAPTION>
1994 1993
$ $
--------- ---------
<S> <C> <C>
ASSETS
CURRENT
Accounts receivable......................................... 2,262,994 2,709,923
Income taxes receivable..................................... 167,464 --
Inventory [note 3].......................................... 1,615,170 1,484,139
Prepaid expenses............................................ 29,676 44,239
--------- ---------
Total current assets.................................... 4,075,304 4,238,301
Investment tax credits receivable........................... 150,839 --
Fixed assets [note 4]....................................... 1,952,582 2,109,736
--------- ---------
6,178,725 6,348,037
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness [note 5].................................. 1,041,285 680,939
Accounts payable and accrued charges........................ 1,674,593 2,485,831
Income taxes payable........................................ -- 44,266
Deferred revenue............................................ -- 18,667
Current portion of long-term debt [note 6].................. 87,600 87,600
--------- ---------
Total current liabilities............................... 2,803,478 3,317,303
Long-term debt [note 6]..................................... 2,086,167 2,323,085
Deferred income taxes....................................... 133,267 --
--------- ---------
Total liabilities....................................... 5,022,912 5,640,388
--------- ---------
SHAREHOLDERS' EQUITY
Capital stock [note 7]...................................... 100 100
Retained earnings........................................... 1,155,713 707,549
--------- ---------
Total shareholders' equity.............................. 1,155,813 707,649
--------- ---------
6,178,725 6,348,037
========= =========
</TABLE>

See accompanying notes.

F-44
<PAGE>

PLASTOMER INC.

STATEMENT OF INCOME

YEARS ENDED DECEMBER 30, 1994 AND 1993
(CANADIAN DOLLARS)

<TABLE>
<CAPTION>
1994 1993
$ $
---------- ----------
<S> <C> <C>
SALES..................................................... 17,837,097 15,021,886
Cost of goods............................................. 15,329,213 12,724,732
---------- ----------
Gross margin.......................................... 2,507,884 2,297,154
---------- ----------
EXPENSES
Accounting................................................ 211,702 215,630
Administrative............................................ 572,486 443,411
Computer.................................................. 124,830 123,853
Engineering............................................... 193,605 131,897
Interest on long-term debt................................ 182,152 198,040
Other interest............................................ 65,070 31,139
Personnel................................................. 87,368 79,061
Selling and marketing..................................... 199,504 202,522
Tooling................................................... 43,582 51,900
Warehouse................................................. 182,316 188,302
---------- ----------
1,862,615 1,665,755
---------- ----------
Income before income taxes................................ 645,269 631,399
Provision for income taxes................................
Current................................................. 197,105 200,000
Deferred................................................ -- --
---------- ----------
197,105 200,000
---------- ----------
Income before the following............................... 448,164 431,399
Utilization of loss carryforwards......................... -- 159,788
---------- ----------
Net income for the year............................... 448,164 591,187
========== ==========
</TABLE>

See accompanying notes.

F-45
<PAGE>

PLASTOMER INC.

STATEMENT OF RETAINED EARNINGS

YEARS ENDED DECEMBER 30, 1994 AND 1993
(CANADIAN DOLLARS)

<TABLE>
<CAPTION>
1994 1993
$ $
--------- -------
<S> <C> <C>
Retained earnings, beginning of year.......................... 707,549 116,362
Net income for the year....................................... 448,164 591,187
--------- -------
Retained earnings, end of year................................ 1,155,713 707,549
========= =======
</TABLE>

See accompanying notes.

F-46
<PAGE>

PLASTOMER INC.

STATEMENT OF CASH FLOWS

YEARS ENDED DECEMBER 30, 1994 AND 1993
(CANADIAN DOLLARS)

<TABLE>
<CAPTION>
1994 1993
$ $
---------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income for the year................................. 448,164 591,187
Add (deduct) charges (credits) to income not resulting
in a current outlay (receipt) of cash
Depreciation.......................................... 692,598 342,961
Deferred income taxes................................. 133,268 --
Gain on sale of fixed assets.......................... (10,022) --
Net change in non-cash working capital balances [note
8]................................................... (711,174) (219,046)
---------- --------
Cash provided by operating activities................. 552,834 715,102
---------- --------
FINANCING ACTIVITIES
Repayment of shareholder and related party loans...... (149,319) (65,000)
Repayment of promissory note.......................... (87,600) (87,600)
---------- --------
Cash used in financing activities..................... (236,919) (152,600)
---------- --------
INVESTING ACTIVITIES
Investment tax credits................................ (150,839) --
Investment tax credits applied to fixed assets........ 648,486 --
Purchase of fixed assets.............................. (1,183,930) (928,692)
Proceeds on disposal of fixed assets.................. 10,022 20,420
---------- --------
Cash used in investing activities..................... (676,261) (908,272)
---------- --------
Net increase in bank indebtedness during the year..... (360,346) (345,770)
Bank indebtedness, beginning of year.................. (680,939) (335,169)
---------- --------
Bank indebtedness, end of year........................ (1,041,285) (680,939)
========== ========
</TABLE>

See accompanying notes.

F-47
<PAGE>

PLASTOMER INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 30, 1994
(CANADIAN DOLLARS)

1. OPERATIONS

The company's principal operation is the manufacturing of injection moulded
components for the automotive industry. The company is incorporated under the
laws of the Province of Ontario, Canada.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the company have been prepared in accordance
with generally accepted accounting principles, on a basis consistent with that
of the preceding year. The following is a summary of the more significant
accounting policies in Canada:

Inventory

Fixed assets

Fixed assets are stated at the lower of cost less accumulated depreciation
and net recoverable amount. Depreciation is provided on the straight-line
basis over the following periods:

<TABLE>
<S> <C>
Building....................................................... 20 years
Portable office buildings...................................... 5-10 years
Machinery and equipment........................................ 3-10 years
Software....................................................... 3-4 years
</TABLE>

Investment tax credits

The company reduces the cost base of related fixed assets by the investment
tax credits claimed in the year.

Deferred revenue

Advance payments from mold sales are deferred when received and recognized
as revenues when the project is completed.

Pension costs

Translation of foreign currency

F-48
<PAGE>

PLASTOMER INC.

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

3. INVENTORY

<TABLE>
<CAPTION>
1994 1993
$ $
--------- ---------
<S> <C> <C>
Raw materials and finished goods............................ 633,298 698,397
Finished goods and work-in-progress......................... 803,341 570,608
Tooling..................................................... 178,531 215,134
--------- ---------
1,615,170 1,484,139
========= =========
</TABLE>

4. FIXED ASSETS

<TABLE>
<CAPTION>
1994 1993
-------------------------------- ---------
ACCUMULATED NET BOOK NET BOOK
COST DEPRECIATION VALUE VALUE
$ $ $ $
--------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Land............................... 50,000 -- 50,000 50,000
Buildings [including portable
office buildings]................. 388,917 282,793 106,124 117,004
Machinery and equipment............ 5,599,398 3,858,655 1,740,743 1,916,196
Software........................... 167,779 112,064 55,715 26,536
--------- --------- --------- ---------
6,206,094 4,253,512 1,952,582 2,109,736
========= ========= ========= =========
</TABLE>

5. BANK INDEBTEDNESS

<TABLE>
<CAPTION>
1994 1993
$ $
--------- --------
<S> <C> <C>
THE BANK OF MONTREAL
Cash..................................................... (111,567) (156,556)
Operating loan, with interest at prime plus .25% due on
demand.................................................. 1,152,852 837,495
--------- --------
1,041,285 680,939
========= ========
</TABLE>

As security for its operating loan, the company has pledged a general
security agreement, priority agreements executed with RoyNat Inc. with respect
to accounts receivable and inventory, an assignment of fire insurance and
postponements of shareholder and related party loans.

6. LONG-TERM DEBT

<TABLE>
<CAPTION>
1994 1993
$ $
--------- ---------
<S> <C> <C>
ROYNAT INC.
Promissory note, interest at RoyNat Inc.'s average cost
of short-term funds plus 2.25%, currently repayable in
monthly installments of $7,300 plus interest, due May
15, 1997................................................ 1,273,700 1,361,300
SHAREHOLDER AND RELATED PARTY LOANS
Non-interest bearing notes, due thirteen months after
demand.................................................. 300,186 300,186
10% interest bearing notes, due thirteen months after
demand.................................................. 599,881 749,199
--------- ---------
2,173,767 2,410,685
Less current portion of long-term debt................... (87,600) (87,600)
--------- ---------
2,086,167 2,323,085
========= =========
</TABLE>

F-49
<PAGE>

PLASTOMER INC.

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)
Principal payments on the above obligations for each of the next four years
are as follows:

<TABLE>
<CAPTION>
$
---------
<S> <C>
1995............................................................ 87,600
1996............................................................ 87,600
1997............................................................ 1,098,500
1998 and thereafter............................................. 900,067
---------
2,173,767
=========
</TABLE>

Fixed and floating charge debentures are pledged as security for the
shareholder and related party loans.

The company negotiated a $1,500,000 mortgage facility with RoyNat Inc. at
the lender's average cost of funds plus 2.25%. A $2,000,000 demand debenture
presenting a first fixed and floating charge over the company's land,
buildings, machinery and equipment, a floating charge over all other assets,
subject to priority agreements executed with the Bank of Montreal with respect
to accounts receivable and inventory, and assignments of fire and life
insurance have been pledged as security for this loan.

7. CAPITAL STOCK

<TABLE>
<CAPTION>
1994 1993
$ $
---- ----
<S> <C> <C>
AUTHORIZED
100,000 common shares...........................................
ISSUED AND FULLY PAID
100 common shares............................................... 100 100
=== ===
</TABLE>

8. NET CHANGE IN NON-CASH WORKING CAPITAL BALANCES

<TABLE>
<CAPTION>
1994 1993
$ $
-------- ----------
<S> <C> <C>
Accounts receivable....................................... 446,929 (1,050,345)
Income taxes receivable................................... (167,464) 3,614
Inventory................................................. (131,031) (335,003)
Prepaid expenses.......................................... 14,563 16,004
Accounts payable and accrued charges...................... (811,238) 1,105,751
Income taxes payable...................................... (44,266) 44,266
Deferred revenue.......................................... (18,667) (3,333)
-------- ----------
(711,174) (219,046)
======== ==========
</TABLE>

Decreases in assets and increases in liabilities result in a source of
funds. Increases in assets and decreases in liabilities result in a use of
funds and are indicated by brackets.

F-50
<PAGE>

PLASTOMER INC.

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

9. PENSION PLAN

<TABLE>
<CAPTION>
1994 1993
$ $
------- ------
<S> <C> <C>
Current service cost....................................... 100,224 83,273
Amortization of funded 1987 liability...................... 10,252 6,775
Amortization of unfunded liability......................... -- 1,330
------- ------
110,476 91,378
======= ======
</TABLE>

Included in last year's prepaid expenses is an amount of $10,252 related to
the 1987 funding of the actuarial liability resulting from the 1987 plan
amendment which has been fully amortized this year.

10. OPERATING LEASES

Minimum lease payments over the next three years with respect to operating
leases are as follows:

11. COMPARATIVE FIGURES

Certain of the prior year's figures have been reclassified to conform with
the current year's presentation.

F-51
<PAGE>

REPORT OF INDEPENDENT AUDITORS

We have audited the accompanying combined balance sheets of W. Albrecht GmbH
& Co. KG, BSC Arnold GmbH & Co. KG, W. Albrecht Grundstucksgesellschaft GmbH &
Co. GbR, ALBA Speziallampen GmbH, Arnold GmbH, ALBA Light Design GmbH, Alba
Lamps Inc., ALBA Technology (M) Sdn, Bnd, and A&S Electric s.r.o.,
(collectively "the ALBA Group") as of December 31, 1995 and 1994, and the
related combined income statements for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in Germany and in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the ALBA
Group at December 31, 1995 and 1994 and the combined results of their
operations for the years then ended, in conformity with accounting principles
generally accepted in Germany.

Accounting principles generally accepted in Germany vary in certain respects
from generally accepted accounting principles in the United States of America.
Application of generally accepted accounting principles in the United States
of America would have affected results of operations for each of the two years
in the period ended December 31, 1995, and shareholders' equity as of December
31, 1995 and 1994, as summarized in the notes to the combined financial
statements.

Stuttgart, Germany
June 11, 1996

Schitag Ernst & Young
Deutsche Allgemeine Treuhand AG
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft

F-52
<PAGE>

ALBA GROUP

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
APRIL 30, ----------------------
1996 1995 1994
----------- ---------- ----------
DM DM DM
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
A. Fixed Assets
I.Intangible Assets...................... 20,537 16,199 7,780
II.Tangible Assets
Land, and rights and buildings......... 2,000,457 2,092,691 2,175,824
Technical equipment and machines....... 2,226,423 2,154,412 2,271,609
Other equipment, factory and office
equipment............................. 3,988,810 4,038,310 4,121,644
Payments on account and assets under
construction.......................... 1,723,993 1,193,550 934,093
B. Current Assets
I.Inventories
Raw materials and supplies............. 1,950,466 2,188,674 2,112,208
Work in process and finished goods..... 3,034,753 3,051,338 2,250,209
II.Receivables and Other assets
Trade receivables...................... 3,920,648 4,034,947 3,236,753
Other assets........................... 88,601 120,441 38,590
III.Securities........................... 60,000 169,006 303,609
IV.Cash and Banks........................ 478,706 711,211 675,365
C. Prepaid Expenses........................ 237,306 206,775 7,926
---------- ---------- ----------
19,730,700 19,977,554 18,135,610
========== ========== ==========
EQUITY AND LIABILITIES
A. Equity
I.Share capital.......................... 3,607,744 3,608,194 3,608,138
II.Retained earnings..................... 210,865 218,844 276,723
III.Minority interest.................... 66,591 42,957 35,135
IV.Partner accounts...................... (2,065,712) (1,507,726) (460,189)
B. Silent partnership contributions
I.Capital................................ 1,356,000 1,356,000 1,356,000
II.Variable partner accounts............. (963,776) (770,350) (510,153)
C. Accruals
Pension accruals....................... 4,853,909 4,777,509 4,552,397
Tax accruals........................... 78,662 23,228 16,779
Other accruals......................... 1,757,498 1,199,592 600,123
D. Liabilities
Liabilities to banks................... 7,387,450 7,926,250 5,097,241
Trade payables......................... 1,984,015 1,686,990 356,370
Other liabilities...................... 1,457,454 1,416,066 3,207,046
---------- ---------- ----------
19,730,700 19,977,554 18,135,610
========== ========== ==========
</TABLE>

F-53
<PAGE>

ALBA GROUP

COMBINED INCOME STATEMENTS

<TABLE>
<CAPTION>
FOUR MONTHS YEARS ENDED DECEMBER 31,
ENDED APRIL 30, --------------------------
1996 1995 1994
--------------- ------------ ------------
DM DM DM
(UNAUDITED)
<S> <C> <C> <C>
1Net Sales....................... 13,000,610 37,897,216 33,916,843
2Increase/decrease in
inventories...................... (366,492) 801,129 (1,615,297)
3Other operating income.......... 59,793 159,099 340,622
4Cost of materials
a)cost of raw materials, etc. .. (4,061,644) (12,198,357) (7,357,260)
b)cost of purchased services.... (286,531) (275,632) (202,484)
5Personnel expenses
a)wages and salaries............ (5,222,754) (15,882,689) (15,611,985)
b)social security; pension
costs.......................... (1,349,371) (4,061,857) (3,764,762)
6Depreciation.................... (561,589) (1,655,430) (2,061,135)
7Other operating expenses........ (1,710,756) (4,994,479) (4,893,036)
8Gain or loss on securities...... -- (63,334) 24,121
9Other interest and similar
income........................... 6,330 48,993 21,035
10Other interest and similar
expenses......................... (177,993) (533,889) (512,951)
---------- ------------ ------------
11Results from ordinary
activities....................... (670,397) (759,230) (1,716,289)
12Extraordinary income............ -- 0 1,313,274
---------- ------------ ------------
(670,397) (759,230) (403,015)
13Taxes........................... (103,177) (165,430) (158,181)
---------- ------------ ------------
14Net Loss........................ (773,574) (924,660) (561,196)
========== ============ ============
</TABLE>

F-54
<PAGE>

ALBA GROUP

NOTES TO THE COMBINED FINANCIAL STATEMENTS

SIGNIFICANT DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPALS IN
GERMANY AND THE UNITED STATES OF AMERICA

The accompanying combined financial statements have been prepared in
conformity with accounting principals generally accepted in Germany ("German
GAAP.") Those principals differ in certain respects from accounting principals
generally accepted in the United States of America ("US GAAP.") Application of
US GAAP would have affected the reported results from operations for the four
month period ended April 30, 1996 (unaudited) and for each of the two years in
the period ended December 31, 1995 and the reported shareholders' equity as of
April 30, 1996 (unaudited), December 31, 1995 and December 31, 1994. The
significant differences between the accounting principles applied and those
which would be applied under US GAAP are summarized below.

Statements of Shareholders' Equity and Cash Flows

Statements of shareholders' equity and cash flows are required to be
presented under US GAAP. The shareholders' equity and cash flow statements are
not required by German GAAP.

Fixed Assets

Special accelerated depreciation for tax purposes has been recorded in the
accounts and deducted from the book value of fixed assets. Under US GAAP this
depreciation would not be recorded in the combined financial statements.

The Group designs and constructs certain machines for use in the production
of its products. Interest has not been capitalized as a component of the cost
of manufacture of this machinery, as would be required under US GAAP.

A further difference results from the regulations regarding the accounting
for leased equipment. The equipment and related obligation, for which the
monthly payments are being expensed in accordance with German GAAP would be
capitalized under US GAAP.

Inventories

Certain manufacturing overhead and indirect costs are not being capitalized
but charged to expense in the current period. For US GAAP purposes, the
production related manufacturing overhead costs would be included in the
inventory valuation.

Minority Interest

Minority interest would not be reported within the equity section of the
balance sheet under US GAAP.

Silent Partner Contributions

Silent partner contributions represent certain partners net share of ALBA
Group's accumulated income or losses and capital contributions. Under US GAAP,
such amounts would be classified in the equity section of the balance sheet.

Pension Accrual

Under US GAAP, pension accruals are calculated and disclosed in accordance
with Statement of Financial Accounting Standards No. 87, Employers Accounting
for Pensions ("SFAS 87"). German GAAP requires

F-55
<PAGE>

ALBA GROUP

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
accruals for pension commitments entered into on or after January 1, 1987
using methods and assumptions prescribed by German tax regulations, which may
differ from SFAS 87.

Deferred taxes

Since German GAAP generally follows tax law, few situations dictate the
recording of deferred taxes. As a result of the significant differences noted
above, deferred taxes would be required to be recorded under US GAAP.

GENERAL REMARKS

The combined financial statements of the ALBA Group ("the Group") were
prepared voluntarily for the first time for fiscal year 1994, as if the
entities were required to be combined. The classification used in the income
statements reflect the total cost method, in accordance with (S)275 Par. 2
HGB.

The operational currency is the German Mark. The functional currency of
foreign entities included in the combined financial statements is the local
currency of the entity. All assets and liabilities are translated using the
current exchange rates as of April 30, 1996 (unaudited), December 31, 1995 or
December 31, 1994. The equity is translated using the historical exchange
rate. Revenues and expenses are translated using the 1996 (unaudited), 1995 or
1994 weighted-average rate.

The balance sheet and income statement as of and for the four months ended
April 30, 1996 are unaudited, but in the opinion of management include all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation.

Combined Group

The ALBA Group ("the Group") consists of a partnership, two limited
partnerships, (the general partners of which are limited liability
corporations), and four additional limited liability corporations.

The combined financial statements of the Group consist of the consolidated
financial statements of W. Albrecht GmbH & Co. KG and Subsidiaries and the
individual financial statements of the other Group companies.

The companies included in the combined financial statements are as follows:

GROUP COMPANIES

<TABLE>
<CAPTION>
OWNERSHIP
%
---------
<S> <C>
PARTNERSHIP
W. Albrecht Grundstucksgesellschaft GmbH & Co. GbR, Bamberg,
Germany........................................................... 100
LIMITED PARTNERSHIPS
W. Albrecht GmbH & Co. KG, Bamberg, Germany........................ 100
BSC Arnold GmbH & Co. KG, Bamberg, Germany......................... 100
LIMITED LIABILITY CORPORATIONS
ALBA Speziallampen, GmbH, Bamberg, Germany......................... 100
Arnold GmbH, Bamberg, Germany...................................... 100
ALBA Light Design GmbH, Bamberg, Germany........................... 100
Alba Lamps Inc., Chicago, Illinois, USA............................ 100(A)
ALBA Technology (M) Sdn, Bnd, Malaysia............................. 70
A&S Electric s.r.o., Hranice u Ase, Czech Republic................. 60
</TABLE>

F-56
<PAGE>

ALBA GROUP

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)
- --------
(A) Includes a 50% ownership previously held by a third party which was
purchased by the Group in April, 1996. 100% of Alba Lamps Inc. financial
position and results of operations as of and for the four month period
ended April 30, 1996 (unaudited) and as of and for the years ended
December 31, 1995 and 1994 are included in the accompanying combined
financial statements.

CONSOLIDATION AND COMBINATION POLICIES

Consolidation of W. Albrecht GmbH & Co. KG and its subsidiaries, A&S
Electric s.r.o. and ALBA Light Design GmbH, is performed using the book value
method. The other affiliated companies have been combined with the above
consolidation to form the ALBA Group.

Intercompany revenues, expenses and related profits and losses between Group
companies have been eliminated. Intercompany profits included in inventory of
KDM 12 and KDM 40 at December 31, 1995 and 1994, respectively, have been
eliminated.

Goodwill of KDM 6 arising out of the capital consolidation has been charged
to retained earnings as required by (S) 309 HGB.

ACCOUNTING AND VALUATION POLICIES

Accounting and valuation methods are applied consistently to all the
individual Group companies.

Intangible assets are capitalized at acquisition cost and amortized over
their respective useful lives.

Tangible assets are presented at acquisition cost, net of accumulated
depreciation. Assets are depreciated over their estimated useful lives using
the straight-line method. The useful lives used in determining depreciation
rates are: buildings 20 years; machinery and equipment 4 to 10 years;
automobiles 5 years; other factory and office equipment 6 years. Insignificant
assets are fully depreciated in the year of acquisition.

Inventories are recorded and maintained using a perpetual inventory system
which is updated continuously as items are purchased and sold. Inventories are
valued at the lower of cost or market.

Trade receivables and other assets

Trade receivables and other assets are presented at their nominal value, net
of specific and general (1%) reserves for uncollectible amounts.

Accruals

Accruals have been provided for all known risks and obligations and are
based on the estimated amount of expected claims.

Liabilities

Liabilities have been presented at the repayment amount.

COMMENTARY TO THE COMBINED BALANCE SHEETS

Inventories

Inventories are valued at the lower of cost or market. The FIFO inventory
cost method is applied to value inventories. An obsolescence reserve of KDM
110 and KDM 21 has been provided as of December 31, 1995 and December 31,
1994, respectively.

F-57
<PAGE>

ALBA GROUP, BAMBERG

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)

The cost of goods manufactured includes material costs, direct labor and a
portion of the manufacturing overhead, such as depreciation on machines and
equipment, electricity, heat, water and production waste.

Trade receivables and other assets

Receivables and other assets are due within one year. The provision for bad
debts amounts to KDM 287 at December 31, 1995 and KDM 75 at December 31, 1994.

Minority Interest

Minority interest consists of the 40% interest in A&S Electric s.r.o and 30%
in ALBA Technology (M) Sdn, Bnd not held by the Group.

Pension accruals

Pension accruals were calculated by a German actuary Herbert E.G. Hofer,
Mulheim an der Ruhr. The pension accruals are consistent with tax regulations.
A discount rate of 6% was used by the actuary to determine the accrual ((S) 6
EStG--Income tax law).

Other Accruals

Other accruals include amounts for all known risks and obligations of the
Group. Included are accruals for anniversary bonuses, unpaid vacations,
overtime, maternity leave, and warranties.

Liabilities

Liabilities as of December 31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
MATURITY
------------------------------------
WITHIN BETWEEN OVER
BALANCE 1 YEAR 1 AND 5 YEARS 5 YEARS
KDM KDM KDM KDM
------- ------ ------------- -------
<S> <C> <C> <C> <C> <C>
Liabilities to banks................ 1994 5,097 3,164 268 1,665
1995 7,926 3,325 2,695 1,906
Trade payable....................... 1994 356 356
1995 1,687 1,687
Other liabilities................... 1994 3,207 3,207
1995 1,416 1,416
</TABLE>

The liabilities due to banks are partially secured by the Group's land and
buildings to the amount of KDM 5,000.

Contingent Liabilities and other Commitments

Contingent liabilities in accordance with (S) 251 HGB arise from guarantees
of bank liabilities in the amount of KDM 90 and KDM 33 at December 31, 1995
and 1994, respectively.

Commitments under leasing and rental agreements amount to KDM 1,377 and KDM
382 as of December 31, 1995 and December 31, 1994.

F-58
<PAGE>

ALBA GROUP

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(CONTINUED)

COMMENTARY TO THE COMBINED INCOME STATEMENTS

Revenues of the Group result primarily from the sale of lamps and lamp
systems.

Combined sales are summarized as follows:

<TABLE>
<CAPTION>
1995 1994
KDM KDM
------ ------
<S> <C> <C>
BY PRODUCT:
Butt sealed....................................................... 16,862 17,018
Bead sealed....................................................... 6,712 6,895
Subminiature lamps................................................ 6,152 5,991
Merchandise....................................................... 5,499 1,772
Other............................................................. 2,672 2,241
------ ------
Total............................................................. 37,897 33,917
====== ======
BY REGION:
Domestic.......................................................... 20,157 17,878
Other European Community.......................................... 5,320 6,240
Other Europe...................................................... 1,092 1,388
North America..................................................... 9,873 6,875
Other............................................................. 1,455 1,536
------ ------
Sales............................................................. 37,897 33,917
====== ======
</TABLE>

The significant components of other operational expenses include energy
costs and accounting, legal and consulting fees.

During 1994, the employees agreed to accept the suspension of future pension
benefit increases. The reduction of the accrual, in the amount of KDM 1,307,
is reflected in extraordinary income.

OTHER DISCLOSURES

The Group had, on average, 341 employees during 1995 and 361 in 1994.

Total special tax depreciation taken in 1994 amounted to KDM 387. None was
taken in 1995.

CHIEF EXECUTIVE OFFICER

Mr. Werner Arnold is the Chief Executive Officer of all the German entities.

Bamberg, June 1996

F-59
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
STT Badalex Limited

We have audited the accompanying balance sheet of STT Badalex Limited as of
November 10, 1995 and the related statements of operations, stockholders'
equity, and cash flows for the period from January 1, 1995 to November 10,
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe our audit provides a reasonable basis for
our opinion.

In our opinion the financial statements referred to above present fairly, in
all material respects, the financial position of STT Badalex Limited at
November 10, 1995 and the results of its operations and its cash flows for the
period from January 1, 1995 to November 10, 1995 in conformity with generally
accepted accounting principles.

Ernst & Young

Reading, United Kingdom
August 28, 1996

F-60
<PAGE>

STT BADALEX LIMITED

BALANCE SHEET

<TABLE>
<CAPTION>
NOVEMBER 10,
1995
-----------------
<S> <C>
ASSETS
Current Assets
Cash and cash equivalents................................... (Pounds) 446,333
Trade receivable............................................ 272,115
Other receivables........................................... 333,428
Inventories................................................. 1,600,604
Prepaid Expenses............................................ 97,258
-----------------
Total Current Assets.................................. 2,749,738
Property, Plant and Equipment--net ......................... 610,520
Design technology, less amortization of (Pounds)101,667..... 298,333
-----------------
Total assets................................................ (Pounds)3,658,591
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bank overdrafts............................................. (Pounds) 475,857
Accounts Payable
Trade..................................................... 1,080,960
Other..................................................... 2,351,058
Payments on account......................................... 1,726,474
Accrued expenses............................................ 1,410,512
Current portion of finance leases........................... 67,855
-----------------
Total Current Liabilities............................. 7,112,716
Long Term Debt
Obligations under finance leases............................ 103,857
Stockholders' Equity
Ordinary shares, par value (Pounds)1 each:
Authorised 250,000 shares
Issued and outstanding 250,000 shares..................... 250,000
Accumulated deficit....................................... (3,807,902)
-----------------
(3,557,982)
-----------------
Total liabilities and stockholders' equity.................. (Pounds)3,658,591
=================
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-61
<PAGE>

STT BADALEX LIMITED

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1995 TO
NOVEMBER 10, 1995
------------------
<S> <C>
Net sales of goods......................................... (Pounds) 3,243,216
Cost of goods sold......................................... 3,071,656
------------------
171,560
Selling administrative and general expenses................ 3,162,924
------------------
OPERATING LOSS............................................. (2,991,364)
Interest (Expenses)/Income................................. (137,248)
------------------
LOSS BEFORE INCOME TAXES................................... (3,128,612)
Income Taxes............................................... --
------------------
NET LOSS................................................... (Pounds)(3,128,612)
==================
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-62
<PAGE>

STT BADALEX LIMITED

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON ACCUMULATED
STOCK DEFICIT TOTAL
--------------- ------------------ ------------------
<S> <C> <C> <C>
Balance at January 1,
1995................... (Pounds)250,000 (Pounds) (679,370) (Pounds) (429,370)
Net Loss................ -- (3,128,612) (3,128,612)
--------------- ------------------ ------------------
Balance at November 10,
1995................... (Pounds)250,000 (Pounds)(3,807,982) (Pounds)(3,557,982)
=============== ================== ==================
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-63
<PAGE>

STT BADALEX LIMITED

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1995 TO
NOVEMBER 10, 1995
------------------
<S> <C>
OPERATING ACTIVITIES
Net Loss.................................................. (Pounds)(3,128,612)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and Amortization............................ 154,726
Changes in operating assets and liabilities:
Trade receivable......................................... 508,203
Other receivables........................................ (224,493)
Inventory................................................ 69,694
Prepaids................................................. (36,427)
Accounts payable......................................... 744,831
Other liabilities........................................ 1,306,010
------------------
NET CASH USED IN OPERATING ACTIVITIES.................... (606,068)
INVESTING ACTIVITIES
Purchase of property and equipment........................ (463,818)
------------------
NET CASH USED IN INVESTING ACTIVITIES..................... (463,818)
------------------
DECREASE IN CASH AND CASH EQUIVALENTS..................... (1,069,886)
Cash and cash equivalents at beginning of period.......... 1,516,219
------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................ (Pounds) 446,333
==================
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64
<PAGE>

STT BADALEX LIMITED

NOTES TO FINANCIAL STATEMENTS

NOTE 1--DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

STT Badalex Limited (the Company) is incorporated and operates in the United
Kingdom and its principal business is designing, manufacturing and marketing
machinery to be used to manufacture light bulbs.

REVENUE RECOGNITION

Sales and revenues recognition is based on the passage of ownership, usually
with shipment of product.

INVENTORIES

Inventories are valued at the lower of cost or market.

PROPERTY AND EQUIPMENT

Property, plant and equipment is accounted for on the basis of cost.
Provisions for depreciation are computed on a straight-line basis at annual
rates calculated to amortize the cost of depreciable properties over their
estimated useful lives.

INTANGIBLE ASSETS

Intangible assets include design technology which is being amortized using
the straight-line method over its estimated useful life.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include trade accounts receivable, bank
overdrafts, accounts payable, and capital leases. The fair values of all
financial instruments were not materially different from their carrying
values.

USE OF ESTIMATES

INCOME TAXES

The Company uses the liability method of accounting for income taxes, as set
forth in Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.

CASH EQUIVALENTS

Cash equivalents represent highly liquid investments with a maturity of
three months or less when purchased.

NOTE 2--INVENTORIES

<TABLE>
<CAPTION>
NOVEMBER 10,
1995
-----------------
<S> <C>
Work in progress.............................................. (Pounds)1,481,870
Finished goods................................................ 118,734
-----------------
(Pounds)1,600,604
=================
</TABLE>

F-65
<PAGE>

STT BADALEX LIMITED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE 3--PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
NOVEMBER 10,
1995
---------------
<S> <C>
Plant & Machinery.............................................. (Pounds)200,000
Office Fixtures & Fittings..................................... 216,288
Motor Vehicles................................................. 117,611
Leasehold Improvements......................................... 343,402
---------------
877,301
Less reserve for depreciation and amortization................. 266,781
---------------
(Pounds)610,520
===============
</TABLE>

NOTE 4--LONG-TERM LEASES

The company has capital leases for automobiles and office equipment.
Amortization is included in depreciation expenses. The future minimum rental
payments, by year and in total for all capital leases as of November 10, 1995
are as follows:

<TABLE>
<CAPTION>
OPERATING FINANCING
LEASES LEASES
-------------- ---------------
<S> <C> <C>
1996.......................................... (Pounds)75,000 (Pounds) 83,597
1997.......................................... 252,000 68,033
1998.......................................... 31,063
1999.......................................... 9,512
2000.......................................... 4,756
---------------
Total Minimum Lease Payments.................. 196,961
Less amounts representing interest............ (25,249)
---------------
Present Value of Minimum Lease Payments. (Pounds)171,172
===============
</TABLE>

Rental expense for facilities amounted to (Pounds)96,277 for the period
ended November 10, 1995.

Automobiles and office equipment include the following leased property under
capital leases:

<TABLE>
<S> <C>
Automobiles.................................................... (Pounds)117,611
Office Equipment............................................... 115,224
Accumulated Depreciation....................................... (83,412)
---------------
(Pounds)149,423
===============
</TABLE>

NOTE 5--BENEFIT PLANS

The Company has a pension plan that enables substantially all employees who
meet eligibility requirements to make voluntary contributions in the form of
withholdings from salary. The Company makes matching contributions at a rate
approximating 20% of a participant's contributions. The Company incurred
compensation expense of (Pounds)105,383 during the period ended November 10,
1995 related to the plan.

NOTE 6--SIGNIFICANT CUSTOMER

The Company operates in one business segment, that of a machine
manufacturer. One customer accounted for revenues of approximately (Pounds)1.8
million.

F-66
<PAGE>

STT BADALEX LIMITED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE 7--POST BALANCE SHEET EVENT

On November 10, 1995 the Company sold certain of its assets and liabilities
to Chicago Miniature Lamp, Inc. a company incorporated in the United States of
America. Subsequently the Company changed its name to Fernsite Limited.

NOTE 8--DEFERRED INCOME TAXES

Deferred income taxes reflect the net effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes. Significant components of the deferred tax asset not provided within
the accounts is as follows:

<TABLE>
<S> <C>
Accelerated Capital Allowances.................................. (Pounds)11,735
Disallowed Provisions........................................... 100,255
Losses.......................................................... 1,039,496
--------------
1,151,486
Valuation Allowance............................................. (1,151,486)
--------------
(Pounds) --
==============
</TABLE>

NOTE 9--PARENT COMPANY

The Company's parent company is STT Holdings Limited, a company registered
in the United Kingdom.

NOTE 10--RELATED PARTIES

Included within the other receivable balance and the other accounts payable
is (Pounds)132,263 and (Pounds)1,798,252, respectively, which are due from and
to affiliated companies.

F-67
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

PROFIT AND LOSS ACCOUNT (UNAUDITED)

FOR THE YEAR ENDED 31 DECEMBER 1994

<TABLE>
<CAPTION>
NOTE 1994 1993
---- ---------------- --------------
(Pounds) (Pounds)
<S> <C> <C> <C>
Turnover............................... 1 3,742,146 2,629,647
Cost of sales.......................... (3,018,870) (1,714,194)
---------------- --------------
Gross profit........................... 723,276 915,453
Administrative expenses................ (1,192,199) (812,158)
---------------- --------------
Operating (loss)/profit................ (468,923) 103,295
Net interest........................... 2 (71,055) 238
---------------- --------------
(Loss)/profit on ordinary activities
before taxation....................... 3 (539,978) 103,533
Tax on (loss)/profit on ordinary
activities............................ 4 50,300 (48,250)
---------------- --------------
(Loss)/profit for the financial year
deducted from reserves................ 11 (Pounds)(489,678) (Pounds)55,283
================ ==============
</TABLE>

The accompanying accounting policies and notes form an integral part of these
financial statements.

F-68
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

BALANCE SHEET AS OF DECEMBER 31 1994 (UNAUDITED)

<TABLE>
<CAPTION>
NOTE 1994 1993
---- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Fixed assets
Tangible assets......... 5 (Pounds)6,483,454 (Pounds)598,839
Current assets
Stocks.................. 6 (Pounds)546,220 (Pounds)1,130,787
Debtors................. 7 1,149,430 766,279
Cash at bank and in
hand................... 1,516,217 100,562
--------------- -----------------
3,211,867 1,997,628
Creditors: amounts
falling due within one
year................... 8 (3,968,539) (2,291,184)
--------------- -----------------
Net current
liabilities............ (756,672) (293,556)
Creditors: amounts
falling due after one
year................... 9 (69,510) --
----------------- ---------------
Total assets less
current liabilities.... (Pounds)5,657,272 (Pounds)305,283
================= ===============
Capital and reserves
Called up share
capital................ 10 250,000 250,000
Revaluation reserve..... 11 5,841,667 --
Profit and loss
account................ 11 (434,395) 55,283
----------------- ---------------
Shareholders' funds..... 12 (Pounds)5,657,272 (Pounds)305,283
================= ===============
</TABLE>

The accompanying accounting policies and notes form an integral part of these
financial statements.

F-69
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES (UNAUDITED)

FOR THE YEAR ENDED 31 DECEMBER 1994

<TABLE>
<CAPTION>
1994 1993
----------------- --------------
(Pounds) (Pounds)
<S> <C> <C>
(Loss)/profit for the financial year........ (489,678) 55,283
Unrealized surplus on revaluation of certain
assets..................................... 5,841,667 --
----------------- --------------
Total recognized gains and losses for the
year....................................... (Pounds)5,351,989 (Pounds)55,283
================= ==============
</TABLE>

The accompanying accounting policies and notes form an integral part of these
financial statements.

F-70
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

PRINCIPAL ACCOUNTING POLICIES (UNAUDITED)

The financial statements have been prepared in accordance with applicable
accounting standards and under the historical cost convention except that
certain fixed assets are shown at their revalued amounts.

The principal accounting policies of the company, other than revaluation of
certain fixed assets have remained unchanged from the previous year and are
set out below.

TURNOVER

Turnover is the total amount receivable by the company for goods supplied
and services provided, excluding VAT and trade discounts.

In the case of long-term contracts, turnover reflects the contract activity
during the period and represents the proportion of total contract value which
costs incurred to date bear to total expected contract costs.

DEPRECIATION

Depreciation is calculated to write down the cost or valuation less
estimated residual value of all tangible fixed assets by equal annual
installments over their expected useful lives. The rates generally applicable
are:

<TABLE>
<S> <C>
Plant and machinery -- 2 or 5 years
Office fixtures and fittings -- 2 years
Motor vehicles -- 2 years
Design and technology -- 10 years
</TABLE>

LONG-TERM CONTRACTS

The attributable profit on long-term contracts is recognized once their
outcome can be assessed with reasonable certainty. The profit recognized
reflects the proportion of work completed to date on the project.

Costs associated with long-term contracts are included in stock to the
extent that they cannot be matched with contract work accounted for as
turnover. Long-term contract balances included in stocks are stated at cost,
after provision has been made for any foreseeable losses.

Full provision is made for losses on all contracts in the year in which the
loss is first foreseen.

STOCKS

Stocks are stated at the lower of cost and net realizable value.

DEFERRED TAXATION

Deferred tax is provided for under the liability method using the tax rates
estimated to arise when the timing differences reverse and is accounted for to
the extent that it is probable that a liability or asset will crystallise.
Unprovided deferred tax is disclosed as a contingent liability.

Debit balances arising in respect of advance corporation tax on dividends
payable or proposed are carried forward to the extent that they are expected
to be recoverable.

F-71
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

PRINCIPAL ACCOUNTING POLICIES (UNAUDITED)

FOREIGN CURRENCIES

Transactions in foreign currencies are translated at the exchange rate
ruling at the date of the transaction. Monetary assets and liabilities in
foreign currencies are translated at the rates of exchange ruling at the
balance sheet date.

CONTRIBUTIONS TO PENSION FUNDS

Defined contributions scheme

These pension costs charged against profits represent the amount of the
contributions payable to the scheme in respect of the accounting period.

LEASED ASSETS

Assets held under finance leases and hire purchase contracts are capitalised
in the balance sheet and depreciated over their expected useful lives. The
interest element of leasing payments represents a constant proportion of the
capital balance outstanding and is charged to the profit and loss account over
the period of the lease.

All other leases are regarded as operating leases and the payments made
under them are charged to the profit and loss account on a straight-line basis
over the lease term.

F-72
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

FOR THE YEAR ENDED 31 DECEMBER 1994
1 TURNOVER AND LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

Turnover and loss on ordinary activities before taxation are attributable to
the company's principal activities. Disclosure or turnover and profit by class
of business has not been made as the directors consider that such disclosure
would be prejudicial to the interests of the company.

The analysis of turnover and loss before taxation by geographical market has
not been disclosed.

The loss on ordinary activities is stated after:

<TABLE>
<CAPTION>
1994 1993
----------------- ---------------
(Pounds) (Pounds)
<S> <C> <C>
Depreciation.............................. 109,130 69,113
Amortisation of goodwill.................. -- 50,000
Other operating lease rentals............. 28,335 174,907
Pension costs............................. 65,723 29,992
Auditors' remuneration.................... -- 8,000
================= ===============

2 NET INTEREST

<CAPTION>
1994 1993
----------------- ---------------
(Pounds) (Pounds)
<S> <C> <C>
Interest payable on bank loans, overdrafts
and other loans.......................... (83,599) (785)
Interest receivable....................... 12,544 1,023
----------------- ---------------
Net interest (payable)/receivable......... (Pounds) (71,055) (Pounds) 238
================= ===============

3 DIRECTORS AND EMPLOYEES

Staff costs during the year were as follows:

<CAPTION>
1994 1993
----------------- ---------------
(Pounds) (Pounds)
<S> <C> <C>
Wages and salaries........................ 980,173 587,454
Social security costs..................... 100,027 68,328
Other pension costs....................... 65,723 29,992
----------------- ---------------
(Pounds)1,145,923 (Pounds)685,774
================= ===============
</TABLE>

The average number of employees of the company during the period was 53
(1993-94)

<TABLE>
<CAPTION>
1994 1993
NUMBER NUMBER
------ ------
<S> <C> <C>
Design............................................................ 7 6
Manufacturing..................................................... 22 19
Sales............................................................. 11 9
Administrative.................................................... 13 11
--- ---
53 45
=== ===
</TABLE>
Remuneration in respect of directors was as follows:

<TABLE>
<S> <C> <C>
Management remuneration.......................... (Pounds)121,596 (Pounds)85,346
=============== ==============
</TABLE>

F-73
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 1994
The emoluments of the directors, excluding pension contributions, were as
follows:

<TABLE>
<CAPTION>
1994 1993
-------------- --------------
<S> <C> <C>
The highest paid director....................... (Pounds)48,056 (Pounds)35,746
============== ==============
</TABLE>

<TABLE>
<CAPTION>
NUMBER NUMBER
------ ------
<S> <C> <C>
Other directors
(Pounds)0 to (Pounds)5,000........................................ 6 2
(Pounds)5,001 to (Pounds)10,000................................... -- 1
(Pounds)15,001 to (Pounds)20,000.................................. -- 1
(Pounds)20,001 to (Pounds)21,000.................................. 1 --
(Pounds)30,001 to (Pounds)35,000.................................. -- 1
(Pounds)40,001 to (Pounds)45,000.................................. 1 --
=== ===
</TABLE>

4 TAX ON (LOSS)/PROFIT ON ORDINARY ACTIVITIES

The tax charge is based on the profit for the period and represents:

<TABLE>
<CAPTION>
1994 1993
--------------- --------------
<S> <C> <C>
Corporation tax (credit)/charge at 49%.......... (Pounds)(50,300) (Pounds)48,250
=============== ==============
</TABLE>

5 TANGIBLE FIXED ASSETS

<TABLE>
<CAPTION>
OFFICE
PLANT & FIXTURES &
TOTAL MACHINERY FITTINGS MOTOR VEHICLES DESIGN TECHNOLOGY
----------------- --------------- -------------- -------------- -----------------
(Pounds) (Pounds) (Pounds) (Pounds) (Pounds)
<S> <C> <C> <C> <C> <C>
Cost
At 1 January 1994....... 667,952 200,000 47,952 20,000 400,000
Additions............... 154,557 -- 64,941 89,616 --
Surplus on revaluation.. 5,820,000 -- -- -- 5,820,000
Disposals............... (7,000) -- -- (7,000) --
----------------- --------------- -------------- -------------- -----------------
At 31 December 1994..... 6,635,509 200,000 112,893 102,616 6,220,000
----------------- --------------- -------------- -------------- -----------------
Depreciation
At 1 January 1994....... 69,113 29,792 12,237 5,417 21,667
Provided in the period.. 109,130 55,000 32,558 21,572 --
Eliminated on
revaluation............ (21,667) -- -- -- (21,667)
Disposals............... (4,521) -- -- (4,521) --
----------------- --------------- -------------- -------------- -----------------
At 31 December 1994..... 152,055 84,792 44,795 22,468 --
----------------- --------------- -------------- -------------- -----------------
Net book amount at 31
December 1994.......... (Pounds)6,483,454 (Pounds)115,208 (Pounds)68,098 (Pounds)80,148 (Pounds)6,220,000
================= =============== ============== ============== =================
Net book amount at 31
December 1993.......... (Pounds)598,839 (Pounds)170,208 (Pounds)35,715 (Pounds)14,583 (Pounds)378,333
================= =============== ============== ============== =================
</TABLE>

Design and technology assets include technical drawings and patterns and
castings for production. At 1 January 1994 the value attributed to drawings
was (Pounds)400,000 and these were being depreciated over their estimated
useful life in accordance with the company's accounting policy for fixed
assets.

F-74
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 1994
At 31 December 1994 the technical drawings were revalued by the directors.
The basis of the valuation was estimated replacement value and the surplus
arising of (Pounds)5,695,000 has been transferred to the revaluation reserve.
In addition, a valuation of (Pounds)525,000 was placed on patterns and
castings for production and this has also been transferred to the revaluation
reserve.

The figures stated above include assets held under finance leases is
follows:

<TABLE>
<CAPTION>
OFFICE MOTOR
EQUIPMENT VEHICLES
----------------- -----------------
(Pounds) (Pounds)
<S> <C> <C>
Net book amount at 31 December 1994......... 47,818 77,170
Net book amount at 31 December 1993......... -- --
Depreciation provided in the year........... 3,678 12,447
================= =================

6 STOCK

<CAPTION>
1994 1993
----------------- -----------------
(Pounds) (Pounds)
<S> <C> <C>
Work in progress............................ 420,547 972,354
Finished goods and goods for resale......... 125,673 158,433
----------------- -----------------
(Pounds) 546,220 (Pounds)1,130,787
================= =================

7 DEBTORS

<CAPTION>
1994 1993
----------------- -----------------
(Pounds) (Pounds)
<S> <C> <C>
Trade debtors............................... 879,922 141,246
Amounts owed by group undertakings.......... 64,715 85,518
Amounts recoverable on contracts............ 97,605 --
VAT debtor.................................. 21,292 20,259
Corporation tax............................. 2,050 --
Prepayment and accrued income............... 60,831 502,018
Other debtors............................... 23,015 17,238
----------------- -----------------
(Pounds)1,149,430 (Pounds)766,279
================= =================
</TABLE>

8 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

<TABLE>
<CAPTION>
1994 1993
----------------- -----------------
(Pounds) (Pounds)
<S> <C> <C>
Overdrafts.................................. 154,330 35,889
Payments on account......................... 1,712,235 95,911
Trade creditors............................. 516,112 266,627
Social security and other taxes............. 40,086 31,874
Current taxation............................ -- 48,250
Amounts owed to group undertakings.......... 815,766 91,386
Accruals and deferred income................ 365,410 516,781
Deferred purchase consideration............. 306,312 1,204,466
Obligations due under finance lease......... 37,108 --
Other creditors............................. 21,180 --
----------------- -----------------
(Pounds)3,968,539 (Pounds)2,291,184
================= =================
</TABLE>

F-75
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 1994
9 CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR

<TABLE>
<CAPTION>
1994 1993
-------- --------
(Pounds) (Pounds)
<S> <C> <C>
Obligations under finance lease............................... 69,510 --
====== =======
</TABLE>

10 SHARE CAPITAL

<TABLE>
<CAPTION>
1994 1993
--------------- ---------------
<S> <C> <C>
Authorised
250,000 ordinary shares of (Pounds)1 each...... (Pounds)250,000 (Pounds)250,000
=============== ===============
Allotted, called up and fully paid
250,000 ordinary shares of (Pounds)1 each...... (Pounds)250,000 (Pounds)250,000
=============== ===============
</TABLE>

11 OTHER RESERVES

<TABLE>
<CAPTION>
REVALUATION PROFIT AND LOSS
RESERVE ACCOUNT
----------------- ----------------
(Pounds) (Pounds)
<S> <C> <C>
At 1 January 1994........................... -- 55,283
Loss for the period......................... -- (489,678)
Surplus on revaluation of assets............ 5,841,667 --
----------------- ----------------
At 31 December 1994......................... (Pounds)5,841,667 (Pounds)(434,395)
================= ================
</TABLE>

During the year the directors revalued certain assets as disclosed in note 5.

12 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

<TABLE>
<CAPTION>
1994 1994 1993
--------- ----------------- ---------------
(Pounds) (Pounds) (Pounds)
<S> <C> <C> <C>
(Loss)/profit for the financial
period........................... (489,678) 55,283
Issue of shares................... -- 250,000
Surplus on revaluation:
--Technical drawings............ 5,316,667
--Patterns and castings for
production..................... 525,000
---------
5,841,667 --
----------------- ---------------
Net increase in shareholders'
funds............................ 5,351,989 305,283
Shareholders' funds at 1 January
1994............................. 305,283 --
----------------- ---------------
Shareholders' funds at 31 December
1994............................. (Pounds)5,657,272 (Pounds)305,283
================= ===============
</TABLE>

13 CAPITAL COMMITMENTS

There were no capital commitments at 31 December 1994 or 31 December 1993.

F-76
<PAGE>

FERNSITE LIMITED (FORMERLY STT BADALEX LIMITED)

NOTES TO THE FINANCIAL STATEMENTS--(CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 1994

14 CONTINGENT LIABILITIES

There were no contingent liabilities at 31 December 1994 or 31 December
1993.

15 PENSIONS

Defined contribution scheme

The company does not operate a pension scheme but it does make defined
contributions to the personal pension plans of its employees.

16 TRANSACTION WITH A DIRECTOR

Fees of (Pounds)16,656 were paid to Dawnlink Limited, a company in which N J
Robson has an interest, in respect of consultancy services provided to STT
Projects Limited.

17 ULTIMATE PARENT UNDERTAKING

The directors consider that the ultimate parent undertaking of this company
is PRT Group Limited, which is registered in England and Wales and heads the
largest group of undertakings for which group accounts have been drawn up.

The smallest group of undertakings for which group accounts have been drawn
up is that headed by STT Holdings Limited which is registered in England and
Wales.

18 POST BALANCE SHEET EVENT

As disclosed in note 23 of STT Holdings Limited accounts, the trade and
certain assets of STT Badalex Limited were sold on 10 November 1995.

F-77
<PAGE>

[PICTURES OF MANUFACTURING TECHNOLOGY AND QUALITY AWARDS]
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDER OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY
SUCH SECURITIES TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO
MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE SUCH DATE.

------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 7
Price Range of Common Stock.............................................. 10
Dividend Policy.......................................................... 10
Use of Proceeds.......................................................... 11
Capitalization........................................................... 12
Selected Financial Data.................................................. 13
Selected Pro Forma Condensed Consolidated Financial Data ................ 15
Management's Discussion and Analysis of Financial Condition and Results
of Operations .......................................................... 16
Business................................................................. 21
Management............................................................... 33
Certain Transactions..................................................... 37
Principal and Selling Shareholders....................................... 38
Description of Capital Stock............................................. 39
Shares Eligible for Future Sale.......................................... 40
Underwriting............................................................. 41
Legal Matters............................................................ 42
Experts.................................................................. 42
Relationship with Independent Accountants................................ 43
Available Information.................................................... 43
Index to Financial Statements............................................ F-1
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

3,700,000 SHARES

CHICAGO MINIATURE
LAMP, INC.

COMMON STOCK

--------

PROSPECTUS

, 1996

--------

SMITH BARNEY INC.

RAYMOND JAMES & ASSOCIATES, INC.

MCDONALD & COMPANY
SECURITIES, INC.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is an itemized statement of expenses of the Company in
connection with the issuance and distribution of the shares of Common Stock
being registered. All but the Securities and Exchange Commission registration
fee and the National Association of Securities Dealers, Inc. filing fees are
estimates.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............. $ 39,132
National Association of Securities Dealers, Inc. Filing Fee..... 11,848
Printing and Engraving.......................................... 125,000
Blue Sky Fees and Expenses...................................... 15,000
Legal Fees and Expenses......................................... 165,000
Accounting Fees and Expenses.................................... 200,000
Miscellaneous................................................... 44,020
--------
Total......................................................... $600,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant has authority under applicable provisions of the Oklahoma
General Corporation Act to indemnify its directors and officers to the extent
provided under such Act. The registrant's Bylaws provide additional
indemnification provisions for the benefit of the registrant's directors and
officers. Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement, the Underwriters have agreed to indemnify the
directors, officers and controlling persons of the registrant against certain
civil liabilities that may be incurred in connection with this offering,
including certain liabilities under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On December 30, 1993, the Company issued 7,339,810 shares of Common Stock to
Mr. Frank Ward in connection with the merger of Xenell into the Company. On
May 16, 1994, the Company issued 138,998 shares of Common Stock to four
employees in partial consideration for services rendered and the Company
recorded a compensation charge of $128,000 to its selling, general and
administrative expenses. On January 3, 1995, the Company issued 14,157 shares
of Common Stock to Mr. Ronald Goldstein, a director of the Company, for
services rendered. On May 30, 1996, the Company issued 150,000 shares of
Common Stock to Mr. Werner Arnold, President of CML-Alba and a director of the
Company, in connection with the acquisition of Alba-USA. Mr. Ward, the
employees, Mr. Goldstein and Mr. Werner acquired such shares for investment
and the Company relied on the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, in connection with the
issuance of such shares.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

a. Exhibits

<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation (1)
3.1(a) Amended and Restated Certificate of Incorporation (1)
3.2 Bylaws (1)
4.1 Reference is made to Exhibits 3.1 and 3.2
4.2 Form of Common Stock Certificate (1)
</TABLE>

II-1
<PAGE>

<TABLE>
<S> <C>
5.1 Opinion of Schifino & Fleischer, P. A.*
5.2 Opinion of Baker & Hoster*
10.1 Copy of Company's Incentive and Non-Statutory Stock Option Plan (1)
10.1(a) Copy of Amendment to Company's Incentive and Non-Statutory Stock Option Plan (1)
10.2 Copy of Share Purchase Agreement by and between Xenell Corp. and VCH International
Limited dated October 1, 1992 (1)
10.3 Copy of Agreement for the Sale of Assets and Intellectual Property Rights by and
between VCH International Limited, VCH Limited, Xenell Corp. and CML-Delaware
dated October 20, 1992 (1)
10.4 Copy of Asset Purchase Agreement by and between Glolite Sales, Ltd. and the
Company dated March 1, 1993 (1)
10.5 Copy of Contract for Purchase and Sale of Stock by and between the shareholders of
Industrial Devices, Inc. and the Company dated March 31, 1994 (1)
10.6 Copy of Agreement of Merger by and between Xenell Corp. and its shareholders and
the Company and its shareholders dated December 15, 1993 (1)
10.7 Copy of Collective Bargaining Agreement between Local 3 Bakery and Confectionery
Workers International Union of America, AFL-CIO (1)
10.8 Copy of Amended and Restated Executive Employment Agreement with Frank M. Ward
dated December 4, 1995 (2)
10.9 Copy of Bill of Sale dated February 25, 1994 between the Company and Mr. Ward,
Quit Claim Deed and Demand Note relating to the purchase by the of the Pauls
Valley, Oklahoma facility (1)
10.10 Copy of Lease Agreement between the Company and Paul and Antionette Nisito dated
January 16, 1987 (1)
10.11 Copy of Lease Agreement between the Company and TCC Chevy Chase Business Park
Partnership dated July 2, 1985 (1)
10.12 Copy of Lease Agreement between the Company and PV Investors dated April 7, 1993
(1)
10.13 Copy of Contract for Purchase and Sale of Stock by and between the shareholders of
Plastomer, Inc. and the Company dated March 28, 1995 (1)
10.14 Copy of Collective Bargaining Agreement between Plastomer, Inc. and Local 722,
United Rubber, Cork, Linoleum and Plastic Workers of America (1)
10.15 Copy of Third Amended and Restated Credit Agreement between the Company,
Industrial Devices, Inc. and Bank IV Oklahoma, N. A. dated June 30, 1995 (3)
10.15(a) First Amendment and Modification Agreement to Third Amended and Restated Credit
Agreement among the Company, Industrial Devices, Inc. and Bank IV Oklahoma, N. A.
dated December 6, 1995 (4)
10.15(b) Second Amendment and Modification Agreement to Third Amended and Restated Credit
Agreement with Bank IV Oklahoma, N. A. dated February 23, 1995 (4)
10.15(c) Third Amendment and Modification Agreement to Third Amended and Restated Credit
Agreement with Bank IV Oklahoma, N.A. dated April 26, 1996 (2)
10.15(d) Fourth Amendment and Modification Agreement to Third Amended and Restated Credit
Agreement with Bank IV Oklahoma, N.A. dated July 22, 1996*
10.15(e) Fifth Amendment and Modification Agreement to Third Amended and Restated Credit
Agreement with Bank IV Oklahoma, N.A. dated August 2, 1996*
10.16 Commitment Letter from Bank IV Oklahoma, N.A. and The First National Bank of
Boston dated July 1, 1996*
10.17 Copy of Contract for Purchase and Sale of Stock by and between the shareholders of
Fredon Development Industries, Inc. and the Company dated August 11, 1995 (3)
</TABLE>

II-2
<PAGE>

<TABLE>
<S> <C>
10.18 Copy of Agreement for purchase of certain assets among STT Holdings Limited, STT
Badalex Limited, STI Lighting Limited, PRT Shipping Limited, CML-Badalex Limited,
PRT Industrial Holdings Limited and PRT Group Limited dated November 10, 1995 (5)
10.19 Copy of Contract for Purchase and Sale of stock by and between the shareholders of
Electro Fiberoptics, Inc. and the Company dated December 1, 1995 (3)
10.20 Copy of Agreement for purchase of assets of Phoenix Lighting (UK) Limited by and
among Phoenix Lighting (UK) Limited, Lynn Robert Bailey, Christopher John Barlow
and Chicago Miniature Lamp Limited dated December 18, 1995 (4)
10.21 Copy of Lease Agreement by and between Industrial Devices, Inc. and Park Street
Associates dated December 19, 1995 (4)
10.22 Aircraft Purchase and Sale Agreement with Rigi, Inc. dated December 21, 1995 (4)
10.23 Copy of Agreement on the Sale and Transfer of Shares and Interests in the
Alba/Albrecht Group dated May 15, 1996 (6)
10.24 Copy of Contract for Exchange of Stock by and between Werner A. Arnold and the
Company dated May 15, 1996 (6)
10.25 Copy of Contract for Purchase and Sale of Stock of Alba Lamps, Inc. by and between
Werner A. Arnold and the Company dated May 15, 1996 (6)
10.26 Copy of Contract for Purchase and Sale of Stock of Alba-Malaysia by and between
Werner A. Arnold and the Company dated May 15, 1996 (6)
10.27 Copy of Employment Agreement with Werner A. Arnold dated May 30, 1996 (6)
16.1 Letter from Arthur Anderson LLP regarding change in certified public accountants
(7)
21.1 List of subsidiaries*
23.1(a) Consent of Ernst & Young LLP*
23.1(b) Consent of Hards Pearson*
23.1(c) Consent of Arthur Andersen LLP*
23.2(a) Consent of Schifino & Fleischer, P.A.--See Exhibit 5.1*
23.2(b) Consent of Baker & Hoster--See Exhibit 5.2*
</TABLE>

- --------
*Filed herewith.
(1) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-90416
(2) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended June 2, 1996, File No. 0-25848
(3) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended December 3, 1995, File No. 0-25848
(4) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended March 3, 1996, File No. 0-25848
(5) Incorporated by reference to the Exhibits included in the Company's Form
8-K dated November 22, 1995, File No. 0-25848
(6) Incorporated by reference to the Exhibits included in the Company's Form
8-K dated June 14, 1996, File No. 0-25848.
(7) Incorporated by reference to the Exhibits included in the Company's Form
8-K dated November 10, 1995, File No. 0-25848

b. Schedules

Schedule II--Valuation and Qualifying Accounts (All other schedules are
omitted as the required information is inapplicable or is presented in the
financial statements or related notes which are incorporated herein by
reference.)

II-3
<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the Oklahoma General Corporation Act,
the Company's Articles of Incorporation and Bylaws, the Underwriting Agreement
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has already
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

The undersigned registrant undertakes that, for the purposes of determining
any liability under the Act: (1) the information omitted from the form of
prospectus filed as part of a registration statement in reliance upon Rule
430A and contained in the form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of
the registration statement as of the time it was declared effective, and (2)
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

The undersigned further agrees to remove from registration any shares
remaining unsold, by virtue of the over-allotment option, upon the expiration
of this offering.

II-4
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO AUTHORIZED, IN THE CITY OF CANTON, STATE OF
MASSACHUSETTS, ON AUGUST 28, 1996.

Chicago Miniature Lamp, Inc.

/s/ Frank M. Ward
By: _________________________
FRANK M. WARD CHIEF
EXECUTIVE OFFICER

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS FRANK M. WARD, HIS TRUE AND LAWFUL ATTORNEY-IN-
FACT AND AGENT, WITH FULL POWER OF RESTITUTION AND RESUBSTITUTION FOR HIM AND
IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION GRANTING UNTO SAID ATTORNEY-IN-FACT AND
AGENT FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL
INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND
CONFIRMING ALL THAT EACH OF SAID ATTORNEY-IN-FACT, OR HIS SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURES TITLE DATE

/s/ Frank M. Ward Chief Executive August 28, 1996
- ------------------------------------- Officer and
FRANK M. WARD Director

/s/ Ronald S. Goldstein Chief Financial August 28, 1996
- ------------------------------------- Officer and
RONALD S. GOLDSTEIN Director

/s/ Richard F. Parenti Chief Accounting August 28, 1996
- ------------------------------------- Officer
RICHARD F. PARENTI

Director
- -------------------------------------
WERNER A. ARNOLD

/s/ Donald S. Dewsnap Director August 28, 1996
- -------------------------------------
DONALD S. DEWSNAP

/s/ Michael J. Giani Director August 28, 1996
- -------------------------------------
MICHAEL J. GIANI

II-5
<PAGE>

SIGNATURES TITLE DATE

/s/ Thomas I. Kanaya Director August 28, 1996
- -------------------------------------
THOMAS I. KANAYA

/s/ Richard E. Ingram Director August 28, 1996
- -------------------------------------
RICHARD E. INGRAM

II-6
<PAGE>

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
CHICAGO MINIATURE LAMP, INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING OF COSTS AND END OF
DESCRIPTION PERIOD EXPENSES DEDUCTIONS OTHER (1) PERIOD
- ----------- ------------ ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Year ended December 3,
1995:
Reserves and allowances
deducted
from asset accounts:
Allowance for uncol-
lectible accounts.... 358 -268 28 118
Nine months ended Novem-
ber 27, 1994:
Reserves and allowances
deducted
from asset accounts:
Allowance for uncol-
lectible accounts.... 41 78 -10 249 358
Year ended February 27,
1994:
Reserves and allowances
deducted
from asset accounts:
Allowance for uncol-
lectible accounts.... 35 41 -35 41
</TABLE>
- --------
(1) Represents allowance for doubtful accounts acquired during the 1995
acquisition of Plastomer and the 1994 acquisition of IDI for the year ended
December 3, 1995 and nine months ended November 27, 1994, respectively.
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. EXHIBIT NO.
-------- ------- ------
<C> <S> <C>
1.1 Form of Underwriting Agreement*.............................
3.1 Certificate of Incorporation (1)............................
3.1(a) Amended and Restated Certificate of Incorporation (1).......
3.2 Bylaws (1)..................................................
4.1 Reference is made to Exhibits 3.1 and 3.2...................
4.2 Form of Common Stock Certificate (1)........................
5.1 Opinion of Schifino & Fleischer, P. A.*.....................
5.2 Opinion of Baker & Hoster*..................................
10.1 Copy of Company's Incentive and Non-Statutory Stock Option
Plan (1)....................................................
10.1(a) Copy of Amendment to Company's Incentive and Non-Statutory
Stock Option Plan (1).......................................
10.2 Copy of Share Purchase Agreement by and between Xenell Corp.
and VCH International Limited dated October 1, 1992 (1).....
10.3 Copy of Agreement for the Sale of Assets and Intellectual
Property Rights by and between VCH International Limited,
VCH Limited, Xenell Corp. and CML-Delaware dated October 20,
1992 (1)....................................................
10.4 Copy of Asset Purchase Agreement by and between Glolite
Sales, Ltd. and the Company dated March 1, 1993 (1).........
10.5 Copy of Contract for Purchase and Sale of Stock by and
between the shareholders of Industrial Devices, Inc. and the
Company dated March 31, 1994 (1)............................
10.6 Copy of Agreement of Merger by and between Xenell Corp. and
its shareholders and the Company and its shareholders dated
December 15, 1993 (1).......................................
10.7 Copy of Collective Bargaining Agreement between Local 3
Bakery and Confectionery Workers International Union of
America, AFL-CIO (1)........................................
10.8 Copy of Amended and Restated Executive Employment Agreement
with Frank M. Ward dated December 4, 1995 (2)...............
10.9 Copy of Bill of Sale dated February 25, 1994 between the
Company and Mr. Ward, Quit Claim Deed and Demand Note
relating to the purchase by the of the Pauls Valley,
Oklahoma facility (1).......................................
10.10 Copy of Lease Agreement between the Company and Paul and
Antionette Nisito dated January 16, 1987 (1)................
10.11 Copy of Lease Agreement between the Company and TCC Chevy
Chase Business Park Partnership dated July 2, 1985 (1)......
10.12 Copy of Lease Agreement between the Company and PV Investors
dated April 7, 1993 (1).....................................
10.13 Copy of Contract for Purchase and Sale of Stock by and
between the shareholders of Plastomer, Inc. and the Company
dated March 28, 1995 (1)....................................
10.14 Copy of Collective Bargaining Agreement between Plastomer,
Inc. and Local 722, United Rubber, Cork, Linoleum and
Plastic Workers of America (1)..............................
10.15 Copy of Third Amended and Restated Credit Agreement between
the Company, Industrial Devices, Inc. and Bank IV Oklahoma,
N. A. dated June 30, 1995 (3)...............................
10.15(a) First Amendment and Modification Agreement to Third Amended
and Restated Credit Agreement among the Company, Industrial
Devices, Inc. and Bank IV Oklahoma, N. A. dated December 6,
1995 (4)....................................................
10.15(b) Second Amendment and Modification Agreement to Third Amended
and Restated Credit Agreement with Bank IV Oklahoma, N. A.
dated February 23, 1995 (4).................................
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. EXHIBIT NO.
-------- ------- ------
<C> <S> <C>
10.15(c) Third Amendment and Modification Agreement to Third Amended
and Restated Credit Agreement with Bank IV Oklahoma, N.A.
dated April 26, 1996 (2)....................................
10.15(d) Fourth Amendment and Modification Agreement to Third Amended
and Restated Credit Agreement with Bank IV Oklahoma, N.A.
dated July 22, 1996*........................................
10.15(e) Fifth Amendment and Modification Agreement to Third Amended
and Restated Credit Agreement with Bank IV Oklahoma, N.A.
dated August 2, 1996*.......................................
10.16 Commitment Letter from Bank IV Oklahoma, N.A. and The First
National Bank of Boston dated July 1, 1996*.................
10.17 Copy of Contract for Purchase and Sale of Stock by and
between the shareholders of Fredon Development Industries,
Inc. and the Company dated August 11, 1995 (3)..............
10.18 Copy of Agreement for purchase of certain assets among STT
Holdings Limited, STT Badalex Limited, STI Lighting Limited,
PRT Shipping Limited, CML-Badalex Limited, PRT Industrial
Holdings Limited and PRT Group Limited dated November 10,
1995 (5)....................................................
10.19 Copy of Contract for Purchase and Sale of stock by and
between the shareholders of Electro Fiberoptics, Inc. and
the Company dated December 1, 1995 (3)......................
10.20 Copy of Agreement for purchase of assets of Phoenix Lighting
(UK) Limited by and among Phoenix Lighting (UK) Limited,
Lynn Robert Bailey, Christopher John Barlow and Chicago
Miniature Lamp Limited dated December 18, 1995 (4)..........
10.21 Copy of Lease Agreement by and between Industrial Devices,
Inc. and Park Street Associates dated December 19, 1995
(4).........................................................
10.22 Aircraft Purchase and Sale Agreement with Rigi, Inc. dated
December 21, 1995 (4).......................................
10.23 Copy of Agreement on the Sale and Transfer of Shares and
Interests in the Alba/Albrecht Group dated May 15, 1996
(6).........................................................
10.24 Copy of Contract for Exchange of Stock by and between Werner
A. Arnold and the Company dated May 15, 1996 (6)............
10.25 Copy of Contract for Purchase and Sale of Stock of Alba
Lamps, Inc. by and between Werner A. Arnold and the Company
dated May 15, 1996 (6)......................................
10.26 Copy of Contract for Purchase and Sale of Stock of Alba-
Malaysia by and between Werner A. Arnold and the Company
dated May 15, 1996 (6)......................................
10.27 Copy of Employment Agreement with Werner A. Arnold dated May
30, 1996 (6)................................................
16.1 Letter from Arthur Anderson LLP regarding change in
certified public accountants (7)............................
21.1 List of subsidiaries*.......................................
23.1(a) Consent of Ernst & Young LLP*...............................
23.1(b) Consent of Hards Pearson*...................................
23.1(c) Consent of Arthur Andersen LLP*.............................
23.2(a) Consent of Schifino & Fleischer, P.A.--See Exhibit 5.1*.....
23.2(b) Consent of Baker & Hoster--See Exhibit 5.2*.................
</TABLE>
- --------
*Filed herewith.
(1) Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-90416
(2) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended June 2, 1996, File No. 0-25848
(3) Incorporated by reference to the Exhibits included in the Company's Form
10-K for the year ended December 3, 1995, File No. 0-25848
(4) Incorporated by reference to the Exhibits included in the Company's Form
10-Q for the quarter ended March 3, 1996, File No. 0-25848
(5) Incorporated by reference to the Exhibits included in the Company's Form
8-K dated November 22, 1995, File No. 0-25848
(6) Incorporated by reference to the Exhibits included in the Company's Form
8-K dated June 14, 1996, File No. 0-25848.
(7) Incorporated by reference to the Exhibits included in the Company's Form
8-K dated November 10, 1995, File No. 0-25848

<PAGE>

EXHIBIT 1

[DRAFT - 8/27/96]

3,700,000 Shares

CHICAGO MINIATURE LAMP, INC.

Common Stock

UNDERWRITING AGREEMENT
----------------------

September , 1996

SMITH BARNEY INC.
RAYMOND JAMES & ASSOCIATES, INC.
MCDONALD & COMPANY SECURITIES INC.

As Representatives of the Several Underwriters

c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

Chicago Miniature Lamp, Inc., an Oklahoma corporation (the "Company"),
proposes to issue and sell an aggregate of 2,700,000 shares of its common stock,
$0.01 par value per share, to the several Underwriters named in Schedule II
hereto (the "Underwriters") and the person named on of Schedule I hereto (the
"Selling Shareholder") proposes to sell to the several Underwriters an aggregate
of 1,000,000 shares of common stock of the Company. The Company and the Selling
Shareholder are hereinafter sometimes referred to as the "Sellers". The
Company's common stock, $0.01 par value, is hereinafter referred to as the
"Common Stock" and the 2,700,000 shares of Common Stock to be issued and sold to
the Underwriters by the Company and the 1,000,000 shares of Common Stock to be
sold to the Underwriters by the Selling Shareholder are hereinafter referred to
as the "Firm Shares". The Company and the Selling Shareholder also propose to
sell to the Underwriters, upon the terms and conditions set forth in Section 2
hereof, up to an additional 555,000 shares (the "Additional Shares") of Common
Stock. The Firm Shares and the Additional Shares are hereinafter collectively
referred to as the "Shares".
<PAGE>

On May 15, 1996, the Company entered into (i) those certain contracts for
Purchase and Sale of Stock (the "Stock Purchase Agreements") between, the
Company and Werner A. Arnold relating to the acquisition by the Company of (a)
50% of the issued and outstanding capital stock of Alba Lamps, Inc., an Illinois
corporation ("ALI") and (b) 70% of the issued and outstanding capital stock of
Alba Technology (M) Sdn. Bhd, a Malaysian corporation ("Alba Technology"), (ii)
that certain contract for Exchange of Stock (the "Exchange Agreement" and,
together with the Stock Purchase Agreements, the "U.S. Acquisition Agreement")
between Werner A. Arnold and the Company relating to the exchange of 50% of the
issued and outstanding stock of ALI beneficially owned by Werner A. Arnold, for
100,000 shares of Common Stock, and (iii) that certain Agreement on the Sale and
Transfer of Shares and Interests in the Alba/Albrecht Group (the "German
Acquisition Agreement" and, together with the U.S. Acquisition Agreement, the
"Acquisition Agreements") among the Company and Willy Paul Albrecht, Petra
Albrecht-Arnold and Werner A. Arnold relating to the acquisition by the Company
of (a) all of the issued and outstanding partnership interests of W. Albrecht
GmbH u. Co. KG, W. Albrecht Grundstucksgesellschaft GmbH U. Co. GbR and BSC
Arnold GmbH & Co Softwareentwicklung und-beratung, each a German partnership
(collectively, the "German Partnerships") and (b) all of the issued and
outstanding capital stock of GmbH, Alba Light Design GmbH, A&S Electric,
spul.s.v.o (GmbH) (CZ), and Arnold GmbH, each a German limited liability company
(collectively, the "German Companies" and, together with ALI, Alba Technology
and the German Partnerships, the "Acquisition Companies"). On May 30, 1996, the
Company acquired the Acquisition Companies pursuant to the Acquisition
Agreements.

The Company and the Selling Shareholder wish to confirm as follows their
respective agreements with you (the "Representatives") and the other several
Underwriters on whose behalf you are acting, in connection with the several
purchases of the Shares by the Underwriters.

1. Registration Statement and Prospectus. The Company has prepared and
-------------------------------------
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-1 under the Act (the "registration
statement"), including a prospectus subject to completion relating to the
Shares. The term "Registration Statement" as used in this Agreement means the
registration statement (including all financial schedules and exhibits), as
amended at the time it becomes effective, or, if the registration statement
became effective prior to the execution of this Agreement, as supplemented or
amended prior to the execution of this Agreement. If it is contemplated, at the
time this Agreement is executed, that a post-effective amendment to the
registration statement will be filed and must be declared effective before the
offering of the Shares may commence, the term "Registration Statement" as used
in this Agreement means the registration statement as amended by said post-
effective amendment. The term "Prospectus" as used in this Agreement means the
prospectus in the form included in the Registration Statement, or, if the
prospectus included in the Registration Statement omits

-2-
<PAGE>

information in reliance on Rule 430A under the Act and such information is
included in a prospectus filed with the Commission pursuant to Rule 424(b) under
the Act, the term "Prospectus" as used in this Agreement means the prospectus in
the form included in the Registration Statement as supplemented by the addition
of the Rule 430A information contained in the prospectus filed with the
Commission pursuant to Rule 424(b). The term "Prepricing Prospectus" as used in
this Agreement means the prospectus subject to completion in the form included
in the registration statement at the time of the initial filing of the
registration statement with the Commission, and as such prospectus shall have
been amended from time to time prior to the date of the Prospectus.

2. Agreements to Sell and Purchase. Subject to such adjustments as you
-------------------------------
may determine in order to avoid fractional shares, the Company hereby agrees,
subject to all the terms and conditions set forth herein, to issue and sell to
each Underwriter and, upon the basis of the representations, warranties and
agreements of the Company and the Selling Shareholder herein contained and
subject to all the terms and conditions set forth herein, each Underwriter
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of [$ ] per Share (the "purchase price per share"), the number of
Firm Shares that bears the same proportion to the aggregate number of Firm
Shares to be issued and sold by the Company as the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule II hereto (or such
number of Firm Shares increased as set forth in Section 12 hereof) bears to the
aggregate number of Firm Shares to be sold by the Company and the Selling
Shareholder.

Subject to such adjustments as you may determine in order to avoid
fractional shares, the Selling Shareholder agrees, subject to all the terms and
conditions set forth herein, to sell to each Underwriter and, upon the basis of
the representations, warranties and agreements of the Company and the Selling
Shareholder herein contained and subject to all the terms and conditions set
forth herein, each Underwriter, severally and not jointly, agrees to purchase
from the Selling Shareholder at the purchase price per share that number of Firm
Shares that bears the same proportion to the number of Firm Shares set forth
opposite the name of the Selling Shareholder in Schedule I hereto as the number
of Firm Shares set forth opposite the name of such Underwriter in Schedule II
hereto (or such number of Firm Shares increased as set forth in Section 12
hereof) bears to the aggregate number of Firm Shares to be sold by the Company
and the Selling Shareholder.

The Company and the Selling Shareholder also agree, subject to all the
terms and conditions set forth herein, to sell to the Underwriters, and, upon
the basis of the representations, warranties and agreements of the Company and
the Selling Shareholder herein contained and subject to all the terms and
conditions set forth herein, the Underwriters shall have the right to purchase
from the Company and the Selling Shareholder, at the purchase price per share,
pursuant to an option (the "over-allotment option"), which may be exercised at
any time and from time to time prior to 9:00 P.M., New York City time, on the
30th day after the date of the Prospectus (or, if such 30th day shall be a
Saturday or Sunday or a

-3-
<PAGE>

holiday, on the next business day thereafter when the New York Stock Exchange is
open for trading), up to an aggregate of 405,000 Additional Shares from the
Company and up to an aggregate of 150,000 shares from the Selling Shareholder.
Additional Shares may be purchased only for the purpose of covering over-
allotments made in connection with the offering of the Firm Shares. The number
of Additional Shares that the Underwriters elect to purchase upon any exercise
of the over-allotment option shall be provided by the Company and by the Selling
Shareholder in proportion to the respective maximum numbers of Additional Shares
that the Company and the Selling Shareholder has agreed to sell. Upon any
exercise of the over-allotment option, each Underwriter, severally and not
jointly, agrees to purchase from the Company and the Selling Shareholder the
number of Additional Shares (subject to such adjustments as you may determine in
order to avoid fractional shares) that bears the same proportion to the number
of Additional Shares to be sold by the Company and the Selling Shareholder as
the number of Firm Shares set forth opposite the name of such Underwriter in
Schedule II hereto (or such number of Firm Shares increased as set forth in
Section 12 hereof) bears to the aggregate number of Firm Shares to be sold by
the Company and the Selling Shareholder.

Certificates in transferable form for the Shares (including any Additional
Shares) that the Selling Shareholder agrees to sell pursuant to this Agreement
have been placed in custody with [ ] (the
"Custodian") for delivery under this Agreement pursuant to a Custody Agreement
and Power of Attorney (the "Custody Agreement") executed by the Selling
Shareholder appointing [ ] and [
] as agents and attorneys-in-fact (the "Attorneys-in-Fact"). The Selling
Shareholder agrees that (i) the Shares represented by the certificates held in
custody pursuant to the Custody Agreement are subject to the interests of the
Underwriters and the Company, (ii) the arrangements made by the Selling
Shareholder for such custody are, except as specifically provided in the Custody
Agreement, irrevocable, and (iii) the obligations of the Selling Shareholder
hereunder and under the Custody Agreement shall not be terminated by any act of
the Selling Shareholder or by operation of law, whether by the death or
incapacity of the Selling Shareholder or the occurrence of any other event. If
the Selling Shareholder shall die or be incapacitated, or if any other event
shall occur before the delivery of the Shares hereunder, certificates for the
Shares of the Selling Shareholder shall be delivered to the Underwriters by the
Attorneys-in-Fact in accordance with the terms and conditions of this Agreement
and the Custody Agreement as if such death or incapacity or other event had not
occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter
shall have received notice of such death, incapacity or other event. The
Attorney-in-Fact is authorized, on behalf of the Selling Shareholder, to execute
this Agreement and any other documents necessary or desirable in connection with
the sale of the Shares to be sold hereunder by the Selling Shareholder, to make
delivery of the certificates for such Shares, to receive the proceeds of the
sale of such Shares, to give receipts for such proceeds, to pay therefrom any
expenses to be borne by the Selling Shareholder in connection with the sale and
public offering of such Shares, to distribute the balance thereof to the Selling
Shareholder, and to take such other action as may be necessary or desirable in
connection with the transactions contemplated

-4-
<PAGE>

by this Agreement. The Attorney-in-Fact agrees to perform his duties under the
Custody Agreement.

3. Terms of Public Offering. The Sellers have been advised by you that
------------------------
the Underwriters propose to make a public offering of their respective portions
of the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable and initially to offer the
Shares upon the terms set forth in the Prospectus.

4. Delivery of the Shares and Payment Therefor. Delivery to the
-------------------------------------------
Underwriters of and payment for the Firm Shares shall be made at the office of
Smith Barney Inc., 388 Greenwich Street, New York, NY 10013, at 10:00 A.M., New
York City time, on [ ], 1996 (the "Closing Date"). The place of
closing for the Firm Shares and the Closing Date may be varied by agreement
among you, the Company and the Attorneys-in-Fact.

Delivery to the Underwriters of and payment for any Additional Shares to be
purchased by the Underwriters shall be made at the aforementioned office of
Smith Barney Inc. at such time on such date (the "Option Closing Date"), which
may be the same as the Closing Date but shall in no event be earlier than the
Closing Date nor earlier than two nor later than ten business days after the
giving of the notice hereinafter referred to, as shall be specified in a written
notice from you on behalf of the Underwriters to the Company and the Attorneys-
in-Fact of the Underwriters' determination to purchase a number, specified in
such notice, of Additional Shares. The place of closing for any Additional
Shares and the Option Closing Date for such Shares may be varied by agreement
among you, the Company and the Attorneys-in-Fact.

Certificates for the Firm Shares and for any Additional Shares to be
purchased hereunder shall be registered in such names and in such denominations
as you shall request prior to 9:30 A.M., New York City time, on the second
business day preceding the Closing Date or any Option Closing Date, as the case
may be. Such certificates shall be made available to you in New York City for
inspection and packaging not later than 9:30 A.M., New York City time, on the
business day next preceding the Closing Date or the Option Closing Date, as the
case may be. The certificates evidencing the Firm Shares and any Additional
Shares to be purchased hereunder shall be delivered to you on the Closing Date
or the Option Closing Date, as the case may be, against payment of the purchase
price therefor by certified or official bank check or checks payable in New York
Clearing House (next day) funds to the order of the Company and the Attorneys-
in-Fact.

-5-
<PAGE>

5. Agreements of the Company. The Company agrees with the several
-------------------------
Underwriters as follows:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
to be declared effective before the offering of the Shares may commence, the
Company will endeavor to cause the Registration Statement or such post-effective
amendment to become effective as soon as possible and will advise you promptly
and, if requested by you, will confirm such advice in writing, when the
Registration Statement or such post-effective amendment has become effective.

(b) The Company will advise you promptly and, if requested by you, will
confirm such advice in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectus or the Prospectus or for additional information; (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (f)
below, of any change in the Company's condition (financial or other), business,
prospects, properties, net worth or results of operations, or of the happening
of any event that makes any statement of a material fact made in the
Registration Statement or the Prospectus (as then amended or supplemented)
untrue or that requires the making of any additions to or changes in the
Registration Statement or the Prospectus (as then amended or supplemented) in
order to state a material fact required by the Act or the regulations thereunder
to be stated therein or necessary in order to make the statements therein not
misleading, or of the necessity to amend or supplement the Prospectus (as then
amended or supplemented) to comply with the Act or any other law. If at any
time the Commission shall issue any stop order suspending the effectiveness of
the Registration Statement, the Company will make every reasonable effort to
obtain the withdrawal of such order at the earliest possible time.

(c) The Company will furnish to you, without charge, four signed copies of
the registration statement as originally filed with the Commission and of each
amendment thereto, including financial statements and all exhibits thereto, and
will also furnish to you, without charge, such number of conformed copies of the
registration statement as originally filed and of each amendment thereto, but
without exhibits, as you may request.

(d) The Company will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectus of which you
shall not previously have been advised or to which you shall object after being
so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a
Prospectus is required to be delivered in connection with sales by any
Underwriter or dealer, file any information, documents or reports pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") without
delivering

-6-
<PAGE>

a copy of such information, documents or reports to you, as Representatives of
the Underwriters, prior to or concurrently with such filing.

(e) Prior to the execution and delivery of this Agreement, the Company has
delivered to you, without charge, in such quantities as you have requested,
copies of each form of the Prepricing Prospectus. The Company consents to the
use, in accordance with the provisions of the Act and with the securities or
Blue Sky laws of the jurisdictions in which the Shares are offered by the
several Underwriters and by dealers, prior to the date of the Prospectus, of
each Prepricing Prospectus so furnished by the Company.

(f) As soon after the execution and delivery of this Agreement as possible
and thereafter from time to time for such period as in the opinion of counsel
for the Underwriters a prospectus is required by the Act to be delivered in
connection with sales by any Underwriter or dealer, the Company will
expeditiously deliver to each Underwriter and each dealer, without charge, as
many copies of the Prospectus (and of any amendment or supplement thereto) as
you may request. The Company consents to the use of the Prospectus (and of any
amendment or supplement thereto) in accordance with the provisions of the Act
and with the securities or Blue Sky laws of the jurisdictions in which the
Shares are offered by the several Underwriters and by all dealers to whom Shares
may be sold, both in connection with the offering and sale of the Shares and for
such period of time thereafter as the Prospectus is required by the Act to be
delivered in connection with sales by any Underwriter or dealer. If during such
period of time any event shall occur that in the judgment of the Company or in
the opinion of counsel for the Underwriters is required to be set forth in the
Prospectus (as then amended or supplemented) or should be set forth therein in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary to supplement or
amend the Prospectus to comply with the Act or any other law, the Company will
forthwith prepare and, subject to the provisions of paragraph (d) above, file
with the Commission an appropriate supplement or amendment thereto, and will
expeditiously furnish to the Underwriters and dealers a reasonable number of
copies thereof. In the event that the Company and you, as Representatives of
the several Underwriters, agree that the Prospectus should be amended or
supplemented, the Company, if requested by you, will promptly issue a press
release announcing or disclosing the matters to be covered by the proposed
amendment or supplement.

(g) The Company will cooperate with you and with counsel for the
Underwriters in connection with the registration or qualification of the Shares
for offering and sale by the several Underwriters and by dealers under the
securities or Blue Sky laws of such jurisdictions as you may designate and will
file such consents to service of process or other documents necessary or
appropriate in order to effect such registration or qualification; provided that
in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Shares, in any jurisdiction where it is not now so
subject.

-7-
<PAGE>

(h) The Company will make generally available to its security holders a
consolidated earnings statement, which need not be audited, covering a twelve-
month period commencing after the effective date of the Registration Statement
and ending not later than 15 months thereafter, as soon as practicable after the
end of such period, which consolidated earnings statement shall satisfy the
provisions of Section ll(a) of the Act.

(i) During the period of five years hereafter, the Company will furnish to
you (i) as soon as available, a copy of each report of the Company mailed to
shareholders or filed with the Commission, and (ii) from time to time such other
information concerning the Company and the Subsidiaries (as hereinafter defined)
as you may reasonably request.

(j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 12 hereof or by notice given by you terminating this
Agreement pursuant to Section 12 or Section 13 hereof) or if this Agreement
shall be terminated by the Underwriters because of any failure or refusal on the
part of the Company or the Selling Shareholder to comply with the terms or
fulfill any of the conditions of this Agreement, the Company agrees to reimburse
the Representatives for all out-of-pocket expenses (including fees and expenses
of counsel for the Underwriters) incurred by you in connection herewith.

(k) The Company will apply the net proceeds from the sale of the Shares to
be sold by it hereunder substantially in accordance with the description set
forth in the Prospectus.

(l) If Rule 430A of the Act is employed, the Company will timely file the
Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time
and manner of such filing.

(m) Except as provided in this Agreement, the Company will not sell,
contract to sell or otherwise dispose of any Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, or grant any
options or warrants to purchase Common Stock, for a period of 180 days after the
date of the Prospectus, without the prior written consent of Smith Barney Inc.,
except the Company may (i) grant options to purchase Common Stock under the
Chicago Miniature Lamp, Inc. 1995 Incentive and Non-Statutory Stock Option Plan
(the "Plan") in accordance with ordinary Company practice, provided that such
options have terms and conditions consistent with options outstanding as of the
date of this Agreement (ii) issue Common Stock upon the exercise of options
granted under the Plan prior to the date hereof and (iii) issue Common Stock in
connection with acquisitions provided that Common Stock so issued shall not be
transferable by the recipient thereof until the expiration of the 180-day period
set forth in this Section 5(m).

(n) The Company has furnished or will furnish to you "lock-up" letters, in
form and substance satisfactory to you, signed by certain of its current
officers and directors and certain of its shareholders, in each case as
designated by you.

-8-
<PAGE>

(o) Except as stated in this Agreement and in the Prepricing Prospectus and
Prospectus, the Company has not taken, nor will it take, directly or indirectly,
any action designed to, or that might reasonably be expected to, cause or result
in stabilization or manipulation of the price of the Common Stock to facilitate
the sale or resale of the Shares.

(p) The Company will cause the Shares to be duly listed on the Nasdaq
National Market concurrently with the effectiveness of the registration
statement.

6. Agreements of the Selling Shareholder. The Selling Shareholder agrees
-------------------------------------
with the several Underwriters as follows:

(a) Such Selling Shareholder will cooperate to the extent necessary to
cause the registration statement or any post-effective amendment thereto to
become effective at the earliest possible time.

(b) Such Selling Shareholder will pay all Federal and other taxes, if any
on the transfer or sale of the Shares being sold by the Selling Shareholder to
the Underwriters.

(c) Such Selling Shareholder will do or perform all things required to be
done or performed by the Selling Shareholder prior to the Closing Date or any
Option Closing Date, as the case may be, to satisfy all conditions precedent to
the delivery of the Shares pursuant to this Agreement.

(d) Such Selling Shareholder has executed or will execute a "lock-up"
letter as provided in Section 5(n) above and will not sell, contract to sell,
pledge or otherwise dispose of any Common Stock, except for the sale of Shares
to the Underwriters pursuant to this Agreement, prior to the expiration of 180
days after the date of the Prospectus, without the prior written consent of
Smith Barney Inc.

(e) Except as stated in this Agreement and in the Prepricing Prospectus and
the Prospectus, such Selling Shareholder will not take, directly or indirectly,
any action designed to or that might reasonably be expected to cause or result
in stabilization or manipulation of the price of the Common Stock to facilitate
the sale or resale of the Shares.

(f) Such Selling Shareholder will advise you promptly, and if requested by
you, will confirm such advice in writing, within the period of time referred to
in Section 5(f) hereof, of any change in the Company's condition (financial or
other), business, prospects, properties, net worth or results of operations or
of any change in information relating to such Selling Shareholder or the Company
or any new information relating to the Company or relating to any matter stated
in the Prospectus or any amendment or supplement thereto that comes to the
attention of such Selling Shareholder that suggests that any statement made in
the Registration Statement or the Prospectus (as then amended or supplemented,
if amended or supplemented) is or may be untrue in any material respect or that
the Registration Statement or

-9-
<PAGE>

Prospectus (as then amended or supplemented, if amended or supplemented) omits
or may omit to state a material fact or a fact necessary to be stated therein in
order to make the statements therein not misleading in any material respect, or
of the necessity to amend or supplement the Prospectus (as then amended or
supplemented, if amended or supplemented) in order to comply with the Act or any
other law.

7. Representations and Warranties of the Company. The Company represents
---------------------------------------------
and warrants to each Underwriter that:

(a) Each Prepricing Prospectus included as part of the registration
statement as originally filed or as part of any amendment or supplement thereto,
or filed pursuant to Rule 424 under the Act, complied when so filed in all
material respects with the provisions of the Act. The Commission has not issued
any order preventing or suspending the use of any Prepricing Prospectus.

(b) The registration statement in the form in which it became or becomes
effective and also in such form as it may be when any post-effective amendment
thereto shall become effective and the prospectus and any supplement or
amendment thereto when filed with the Commission under Rule 424(b) under the
Act, complied or will comply in all material respects with the provisions of the
Act and did not or will not at any such times contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, except that this
representation and warranty does not apply to statements in or omissions from
the registration statement or the prospectus made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company
in writing by or on behalf of any Underwriter through you expressly for use
therein.

(c) All the outstanding shares of Common Stock of the Company have been
duly authorized and validly issued, are fully paid and nonassessable and are
free of any preemptive or similar rights; the Shares to be issued and sold by
the Company have been duly authorized and, when issued and delivered to the
Underwriters against payment therefor in accordance with the terms hereof, will
be validly issued, fully paid and nonassessable and free of any preemptive or
similar rights; and the capital stock of the Company conforms to the description
thereof in the Registration Statement and the Prospectus.

(d) The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Oklahoma with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Registration Statement and the Prospectus, and is
duly registered and qualified to conduct its business and is in good standing in
each jurisdiction or place where the nature of its properties or the conduct of
its business requires such registration or qualification, except where the
failure so to register or qualify does not have a material adverse effect on the
condition

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<PAGE>

(financial or other), business, properties, net worth or results of operations
of the Company and the Subsidiaries (as hereinafter defined) taken as a whole.

(e) All the Company's subsidiaries (collectively, the "Subsidiaries") are
listed in Exhibit 21 to the Registration Statement. Other than as set forth in
such Exhibit, the Company does not own, directly or indirectly, any capital
stock or other equity securities of any corporation or any ownership interest in
any partnership, joint venture or other association or entity. Each Subsidiary
is a corporation or a partnership as the case may be, duly organized, validly
existing and in good standing in the jurisdiction of its incorporation or
organization, with full corporate or partnership power and authority to own,
lease and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus, and is duly registered and qualified
to conduct its business and is in good standing in each jurisdiction or place
where the nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of such
Subsidiary. All the outstanding shares of capital stock or partnership or other
equity interests of each of the Subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable, and are owned by the Company
directly, or indirectly through one of the other Subsidiaries, free and clear of
any lien, adverse claim, security interest, equity or other encumbrance.

(f) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened, against the Company or any of the
Subsidiaries, or to which the Company or any of the Subsidiaries, or to which
any of their respective properties is subject, that are required to be described
in the Registration Statement or the Prospectus but are not described as
required, and there are no agreements, contracts, indentures, leases or other
instruments that are required to be described in the Registration Statement or
the Prospectus or to be filed as an exhibit to the Registration Statement that
are not described or filed as required by the Act.

(g) Neither the Company nor any of the Subsidiaries is in violation of (i)
(A) its certificate or articles of incorporation or by-laws, or other
organizational documents, (B) any law, ordinance, administrative or governmental
rule or regulation applicable to the Company or any of the Subsidiaries except
such violations that would not, individually or in the aggregate, have a
material adverse effect on the condition (financial or otherwise), business,
properties, net worth or results of operations of the Company and the
Subsidiaries taken as a whole or (C) of any decree of any court or governmental
agency or body having jurisdiction over the Company or any of the Subsidiaries,
or (ii) in default in any material respect in the performance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any material agreement, indenture, lease or other
instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or any of their respective properties may be bound.

-11-
<PAGE>

(h) Neither the issuance and sale of the Shares, the execution, delivery or
performance of this Agreement by the Company nor the consummation by the Company
of the transactions contemplated hereby (A) requires any consent, approval,
authorization or other order of or registration or filing with, any court,
regulatory body, administrative agency or other governmental body, agency or
official (except such as may be required for the registration of the Shares
under the Act and the Exchange Act and compliance with the securities or Blue
Sky laws of various jurisdictions, all of which have been or will be effected in
accordance with this Agreement) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the certificate
or articles of incorporation or bylaws, or other organizational documents, of
the Company or any of the Subsidiaries or (B) conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, any agreement,
indenture, lease or other instrument to which the Company or any of the
Subsidiaries is a party or by which any of them or any of their respective
properties may be bound, or violates or will violate any statute, law,
regulation or filing or judgment, injunction, order or decree applicable to the
Company or any of the Subsidiaries or any of their respective properties, or
will result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any of the Subsidiaries pursuant
to the terms of any agreement or instrument to which any of them is a party or
by which any of them may be bound or to which any of the property or assets of
any of them is subject.

(i) Ernst & Young LLP, who have certified or shall certify certain of the
consolidated financial statements of the Company and its consolidated
Subsidiaries and the financial statements of the Acquisition Companies and STT
Badalex Limited, STT Holdings Limited and STI Lighting Limited (collectively
"Badalex") included in the Registration Statement and the Prospectus (or any
amendment or supplement thereto), and Hards Pearson, who have certified or shall
certify certain of the financial statements of Plastomer Inc. ("Plastomer")
included in the Registration Statement and the Prospectus (or any amendment or
supplement thereto), are each independent public accountants as required by the
Act. Arthur Andersen LLP, who have certified or shall certify the consolidated
financial statements of the Company and its consolidated Subsidiaries included
in the Registration Statement and the Prospectus (or any amendment or supplement
thereto) are independent public accountants as required by the Act.

(j) The consolidated financial statements of the Company and its
consolidated Subsidiaries, together with related schedules and notes, included
in the Registration Statement and the Prospectus (and any amendment or
supplement thereto) present fairly the consolidated financial position, results
of operations and changes in financial position of the Company and the
consolidated Subsidiaries on the basis stated in the Registration Statement at
the respective dates or for the respective periods to which they apply. Such
consolidated financial statements and related schedules and notes have been
prepared in accordance with United States, German, United Kingdom or Canadian
generally accepted accounting principles (as the case may be) consistently
applied throughout the periods involved, except as disclosed therein, and the
other financial and statistical information and data included in the
Registration Statement and the

-12-
<PAGE>

Prospectus (and any amendment or supplement thereto) are accurately presented
and prepared on a basis consistent with such consolidated financial statements
and the books and records of the Company and the Subsidiaries.

(k) The financial statements of the Acquisition Companies, together with
related notes, included in the Registration Statement and the Prospectus (and
any amendment or supplement thereto) present fairly the consolidated financial
position, results of operations and changes in financial position of the
Acquisition Companies on the basis stated in the Registration Statement and the
Prospectus at the respective dates or for the respective periods to which they
apply, and such financial statements and related notes have been prepared in
accordance with German generally accepted accounting principles consistently
applied throughout the periods involved, except as disclosed therein, and such
financial statements comply with the requirements of Regulation S-X and
applicable accounting rules under the Act. The financial statements of Badalex,
together with related notes, included in the Registration Statement and the
Prospectus (and any amendment or supplement thereto) present fairly the
consolidated financial position, results of operations and changes in financial
position of Badalex on the basis stated in the Registration Statement and the
Prospectus at the respective dates or for the respective periods to which they
apply, and such financial statements and related schedules and notes have been
prepared in accordance with United Kingdom generally accepted accounting
principles consistently applied throughout the periods involved, except as
disclosed therein, and such financial statements comply with the requirements of
Regulation S-X and applicable accounting rules under the Act. The financial
statements of Plastomer, together with related notes, included in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto) present fairly the consolidated financial position, results of
operations and changes in financial position of Plastomer on the basis stated in
the Registration Statement and the Prospectus at the respective dates or for the
respective periods to which they apply, and such financial statements and
related notes have been prepared in accordance with Canadian generally accepted
accounting principles consistently applied throughout the periods involved,
except as disclosed therein, and such financial statements comply with the
requirements of Regulation S-X and applicable accounting rules under the Act.

(l) The unaudited pro forma consolidated financial statements included in
the Registration Statement and the Prospectus comply as to form in all material
respects with the applicable accounting requirements of the Act and (i)
management of the Company believes the assumptions underlying the pro forma
adjustments are reasonable, (ii) the pro forma adjustments have been properly
applied to the historical amounts in the compilation of such statements and
(iii) such statements fairly present, with respect to the Company and its
Subsidiaries, the consolidated pro forma financial position and results of
operations and the other information purported to be shown therein at the
respective dates or for the respective periods therein specified.

-13-
<PAGE>

(m) The execution and delivery of, and the performance by the Company of
its obligations under, this Agreement have been duly and validly authorized by
the Company, and this Agreement has been duly executed and delivered by the
Company and constitutes the valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms except as rights to
indemnity and contribution hereunder may be limited by federal or state
securities laws.

(n) The Acquisition Agreements were duly authorized, executed and delivered
by the Company and each of the other parties thereto and constitute the valid
and legally binding agreements of the Company and each of the other parties
thereto, enforceable against the Company and each of the other parties thereto
in accordance with their terms. The Company has consummated the transactions
contemplated by the Acquisition Agreements on terms that conform to the
description thereof in the Registration Statement and the Prospectus, and the
Company has acquired the Acquisition Companies.

(o) Except as disclosed in the Registration Statement and the Prospectus
(or any amendment or supplement thereto), subsequent to the respective dates as
of which such information is given in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), neither the Company nor any
of the Subsidiaries has incurred any liability or obligation, direct or
contingent, or entered into any transaction, not in the ordinary course of
business, that is material to the Company and the Subsidiaries taken as a whole,
and there has not been any change in the capital stock, or material increase in
the short-term debt or long-term debt, of the Company or any of the
Subsidiaries, or any material adverse change, or any development involving or
which may reasonably be expected to involve, a prospective material adverse
change, in the condition (financial or other), business, net worth or results of
operations of the Company and the Subsidiaries taken as a whole.

(p) Each of the Company and the Subsidiaries has good and marketable title
to all property (real and personal) described in the Prospectus as being owned
by it, free and clear of all liens, claims, security interests or other
encumbrances except such as are described in the Registration Statement and the
Prospectus or in a document filed as an exhibit to the Registration Statement
and all the property described in the Prospectus as being held under lease by
each of the Company and the Subsidiaries is held by it under valid, subsisting
and enforceable leases.

(q) The Company has not distributed and, prior to the later to occur of (i)
the Closing Date and (ii) completion of the distribution of the Shares, will not
distribute any offering material in connection with the offering and sale of the
Shares other than the Registration Statement, the Prepricing Prospectus, the
Prospectus or other materials, if any, permitted by the Act.

(r) The Company and each of the Subsidiaries has such permits, licenses,
franchises and authorizations of governmental or regulatory authorities
("permits") as are

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<PAGE>

necessary to own its respective properties and to conduct its business in the
manner described in the Prospectus, subject to such qualifications as may be set
forth in the Prospectus; the Company and each of the Subsidiaries has fulfilled
and performed all its material obligations with respect to such permits and no
event has occurred that allows, or after notice or lapse of time would allow,
revocation or termination thereof or results in any other material impairment of
the rights of the holder of any such permit, subject in each case to such
qualification as may be set forth in the Prospectus; and, except as described in
the Prospectus, none of such permits contains any restriction that is materially
burdensome to the Company or any of the Subsidiaries.

(s) The Company and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with United States generally accepted
accounting principles and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(t) To the Company's knowledge, neither the Company nor any of its
Subsidiaries nor any employee or agent of the Company or any Subsidiary has made
any payment of funds of the Company or any Subsidiary or received or retained
any funds in violation of any law, rule or regulation, which payment, receipt or
retention of funds is of a character required to be disclosed in the Prospectus.

(u) The Company and each of the Subsidiaries have filed all tax returns
required to be filed, which returns are complete and correct, and neither the
Company nor any Subsidiary is in default in the payment of any taxes that were
payable pursuant to said returns or any assessments with respect thereto.

(v) No holder of any security of the Company has any right to require
registration of shares of Common Stock or any other security of the Company
because of the filing of the registration statement or consummation of the
transactions contemplated by this Agreement.

(w) There are no patents, trademarks, trademark registrations, service
marks, service mark registrations, trade names, copyrights, licenses,
inventions, trade secrets or other rights necessary for the conduct of the
business of the Company or any of its Subsidiaries that are not otherwise owned
or possessed by the Company and its Subsidiaries and described in the
Prospectus.

(x) The Company is not now, and after sale of the Shares to be sold by it
hereunder and application of the net proceeds from such sale as described in the
Prospectus under the

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<PAGE>

caption "Use of Proceeds" will not be, an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

(y) The Company has filed in a timely manner each document or report
required to be filed by it pursuant to the Exchange Act and the rules and
regulations thereunder; each such document or report at the time it was filed
conformed to the requirements of the Exchange Act and the rules and regulations
thereunder; and none of such documents or reports contained an untrue statement
of any material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.

(z) The Company has complied with all provisions of Florida Statutes,
(S)517.075, relating to issuers doing business with Cuba.

8. Representations and Warranties of the Selling Shareholder. The Selling
---------------------------------------------------------
Shareholder represents and warrants to each Underwriter that:

(a) Such Selling Shareholder now has, and on the Closing Date and any
Option Closing Date will have, valid and marketable title to the Shares to be
sold by such Selling Shareholder, free and clear of any lien, claim, security
interest or other encumbrance, including, without limitation, any restriction on
transfer.

(b) Such Selling Shareholder now has, and on the Closing Date and any
Option Closing Date will have, full legal right, power and authorization, and
any approval required by law, to sell, assign, transfer and deliver such Shares
in the manner provided in this Agreement, and upon delivery of and payment for
such Shares hereunder, the several Underwriters will acquire valid and
marketable title to such Shares free and clear of any lien, claim, security
interest or other encumbrance.

(c) This Agreement and the Custody Agreement have been duly executed and
delivered by or on behalf of the Selling Shareholder, and in each such case is
the valid and binding agreement of the Selling Shareholder enforceable against
such Selling Shareholder in accordance with its terms except as rights to
indemnity and contribution hereunder may be limited by federal or state
securities laws.

(d) Neither the execution and delivery of this Agreement or the Custody
Agreement by or on behalf of such Selling Shareholder nor the consummation of
the transactions herein or therein contemplated by or on behalf of such Selling
Shareholder requires any consent, approval, authorization or order of, or filing
or registration with, any court, regulatory body, administrative agency or other
governmental body, agency or official (except such as may be required under the
Act or such as may be required under state securities or Blue Sky laws governing
the purchase and distribution of the Shares) or conflicts or will conflict with
or constitutes or will constitute a breach of, or default under, or violates or
will violate, any agreement, indenture or other instrument to which such Selling
Shareholder is a party or by

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<PAGE>

which such Selling Shareholder is or may be bound or to which any of such
Selling Shareholder's property or assets is subject, or any statute, law, rule,
regulation, ruling, judgment, injunction, order or decree applicable to such
Selling Shareholder or to any property or assets of such Selling Shareholder.

(e) The Registration Statement and the Prospectus, insofar as they relate
to such Selling Shareholder, do not and will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

(f) Such Selling Shareholder does not have any knowledge or any reason to
believe that the Registration Statement or the Prospectus (or any amendment or
supplement thereto) contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading.

(g) The representations and warranties of such Selling Shareholder in the
Custody Agreement are, and on the Closing Date and any Option Closing Date will
be, true and correct.

(h) Such Selling Shareholder has not taken, directly or indirectly, any
action designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock to facilitate the
sale or resale of the Shares, except for the lock-up arrangements described in
the Prospectus.

9. Indemnification and Contribution. (a) The Company and the Selling
--------------------------------
Shareholder, jointly and severally, agree to indemnify and hold harmless each of
you and each other Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the Act or Section 20(a) the
Exchange Act from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation) arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Prepricing Prospectus or in the Registration Statement or the
Prospectus or in any amendment or supplement thereto, or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission that has been made therein or omitted therefrom in
reliance upon and in conformity with the information relating to such
Underwriter furnished in writing to the Company by or on behalf of any
Underwriter through you expressly for use in connection therewith; provided,
however, that the indemnification contained in this paragraph (a) with respect
to any Prepricing Prospectus shall not inure to the benefit of any Underwriter
(or to the benefit of any person controlling such Underwriter) on account of any
such loss, claim, damage, liability or expense arising from the sale of the
Shares by such Underwriter to any person if a copy of the Prospectus shall not
have been delivered or sent to such person within

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<PAGE>

the time required by the Act and the regulations thereunder, and the untrue
statement or alleged untrue statement or omission or alleged omission of a
material fact contained in such Prepricing Prospectus was corrected in the
Prospectus, provided that the Company has delivered the Prospectus to the
several Underwriters in requisite quantity on a timely basis to permit such
delivery or sending. Notwithstanding the foregoing, the Selling Shareholder
shall have no liability under this Section 9(a) for losses, claims, damages,
liabilities or expenses in an amount in excess of the total net proceeds (before
deducting expenses) received by such Selling Shareholder for the Shares sold by
such Selling Shareholder to the Underwriters hereunder. The foregoing indemnity
agreement shall be in addition to any liability that the Company or the Selling
Shareholder may otherwise have.

(b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Company or the Selling Shareholder, such
Underwriter or such controlling person shall promptly notify the parties against
whom indemnification is being sought (the "indemnifying parties"), and such
indemnifying parties shall assume the defense thereof, including the employment
of counsel and payment of all fees and expenses. Such Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action, suit or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Underwriter or
such controlling person unless (i) the indemnifying parties have agreed in
writing to pay such fees and expenses, (ii) the indemnifying parties have failed
to assume the defense and employ counsel, or (iii) the named parties to any such
action, suit or proceeding (including any impleaded parties) include both such
Underwriter or such controlling person and the indemnifying parties and such
Underwriter or such controlling person shall have been advised by its counsel
that representation of such indemnified party and any indemnifying party by the
same counsel would be inappropriate under applicable standards of professional
conduct (whether or not such representation by the same counsel has been
proposed) due to actual or potential differing interests between them (in which
case the indemnifying party shall not have the right to assume the defense of
such action, suit or proceeding on behalf of such Underwriter or such
controlling person). It is understood, however, that the indemnifying parties
shall, in connection with any one such action, suit or proceeding or separate
but substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all such
Underwriters and controlling persons not having actual or potential differing
interests with you or among themselves, which firm shall be designated in
writing by Smith Barney Inc., and that all such fees and expenses shall be
reimbursed as they are incurred. The indemnifying parties shall not be liable
for any settlement of any such action, suit or proceeding effected without their
written consent, but if settled with such written consent, or if there be a
final judgment for the plaintiff in any such action, suit or proceeding, the
indemnifying parties agree to indemnify and hold harmless any Underwriter, to
the extent provided in the preceding

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<PAGE>

paragraph, and any such controlling person from and against any loss, claim,
damage, liability or expense by reason of such settlement or judgment.

(c) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement, the Selling Shareholder, and any person who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, to the same extent as the foregoing indemnity from the Company and the
Selling Shareholder to each Underwriter, but only with respect to information
relating to such Underwriter furnished in writing by or on behalf of such
Underwriter through you expressly for use in the Registration Statement, the
Prospectus or any Prepricing Prospectus, or any amendment or supplement thereto.
If any action, suit or proceeding shall be brought against the Company, any of
its directors, any such officer, the Selling Shareholder, or any such
controlling person based on the Registration Statement, the Prospectus or any
Prepricing Prospectus, or any amendment or supplement thereto, and in respect of
which indemnity may be sought against any Underwriter pursuant to this paragraph
(c), such Underwriter shall have the rights and duties given to the Company by
paragraph (b) above (except that if the Company shall have assumed the defense
thereof such Underwriter shall not be required to do so, but may employ separate
counsel therein and participate in the defense thereof, but the fees and
expenses of such counsel shall be at such Underwriter's expense), and the
Company, its directors, any such officer, the Selling Shareholder, and any such
controlling person shall have the rights and duties given to the Underwriters by
paragraph (b) above. The foregoing indemnity agreement shall be in addition to
any liability which any Underwriter may otherwise have.

(d) If the indemnification provided for in this Section 9 is unavailable to
an indemnified party under paragraphs (a) or (c) hereof in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then an
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Selling Shareholder on the one hand and the Underwriters on the other hand
from the offering of the Shares, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Shareholder on
the one hand and the Underwriters on the other in connection with the statements
or omissions that resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Selling Shareholder on the one hand and
the Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company and the Selling Shareholder bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus; provided that, in the event that the
Underwriters shall have purchased any Additional Shares hereunder, any
determination of the relative benefits received

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<PAGE>

by the Company, the Selling Shareholder or the Underwriters from the offering of
the Shares shall include the net proceeds (before deducting expenses) received
by the Company and the Selling Shareholder, and the underwriting discounts and
commissions received by the Underwriters, from the sale of such Additional
Shares, in each case computed on the basis of the respective amounts set forth
in the notes to the table on the cover page of the Prospectus. The relative
fault of the Company and the Selling Shareholder on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Selling Shareholder on the one hand or by the
Underwriters on the other hand and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

(e) The Company, the Selling Shareholder and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 9 were
determined by a pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 9, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price of the Shares underwritten by it and distributed to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 9 are several
in proportion to the respective numbers of Firm Shares set forth opposite their
names in Schedule II hereto (or such numbers of Firm Shares increased as set
forth in Section 12 hereof) and not joint.

(f) No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action,
suit or proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such action, suit or proceeding.

(g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 9 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or

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<PAGE>

expenses are incurred. The indemnity and contribution agreements contained in
this Section 9 and the representations and warranties of the Company and the
Selling Shareholder set forth in this Agreement shall remain operative and in
full force and effect, regardless of (i) any investigation made by or on behalf
of any Underwriter or any person controlling any Underwriter, the Company, its
directors or officers or the Selling Shareholder or any person controlling the
Company, (ii) acceptance of any Shares and payment therefor hereunder, and (iii)
any termination of this Agreement. A successor to any Underwriter or any person
controlling any Underwriter, or to the Company, its directors or officers, or
any person controlling the Company, shall be entitled to the benefits of the
indemnity, contribution and reimbursement agreements contained in this Section
9.

10. Conditions of Underwriters' Obligations. The several obligations of
---------------------------------------
the Underwriters to purchase the Firm Shares hereunder are subject to the
following conditions:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto
to be declared effective before the offering of the Shares may commence, the
registration statement or such post-effective amendment shall have become
effective not later than 5:30 P.M., New York City time, on the date hereof, or
at such later date and time as shall be consented to in writing by you, and all
filings, if any, required by Rules 424 and 430A under the Act shall have been
timely made; no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall have
been instituted or, to the knowledge of the Company or any Underwriter,
threatened by the Commission, and any request of the Commission for additional
information (to be included in the Registration Statement or the Prospectus or
otherwise) shall have been complied with to your satisfaction.

(b) Subsequent to the effective date of this Agreement, there shall not
have occurred (i) any change, or any development involving a prospective change,
in or affecting the condition (financial or other), business, properties, net
worth, or results of operations of the Company or the Subsidiaries not
contemplated by the Prospectus, which in your opinion, as Representatives of the
several Underwriters, would materially, adversely affect the market for the
Shares, or (ii) any event or development relating to or involving the Company or
any officer or director of the Company or the Selling Shareholder that makes any
statement made in the Prospectus untrue or that, in the opinion of the Company
and its counsel or the Underwriters and their counsel, requires the making of
any addition to or change in the Prospectus in order to state a material fact
required by the Act or any other law to be stated therein or necessary in order
to make the statements therein not misleading, if amending or supplementing the
Prospectus to reflect such event or development would, in your opinion, as
Representatives of the several Underwriters, materially adversely affect the
market for the Shares.

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<PAGE>

(c) You shall have received on the Closing Date, an opinion of Schifino &
Fleischer, P.A., special counsel for the Company, dated the Closing Date and
addressed to you, as Representatives of the several Underwriters, to the effect
that:

(i) The authorized and outstanding capital stock of the Company is as set
forth under the caption "Capitalization" in the Prospectus; and the authorized
capital stock of the Company conforms in all material respects as to legal
matters to the description thereof contained in the Prospectus under the caption
"Description of Capital Stock";

(ii) The Shares to be issued and sold to the Underwriters by the Company
hereunder have been duly authorized and, when issued and delivered to the
Underwriters against payment therefor in accordance with the terms hereof, will
be validly issued, fully paid and nonassessable and free of any preemptive, or
to the best knowledge of such counsel after reasonable inquiry, similar rights
that entitle or will entitle any person to acquire any Shares upon the issuance
thereof by the Company;

(iii) The Registration Statement and all post-effective amendments, if
any, have become effective under the Act and, to the best knowledge of such
counsel after reasonable inquiry, no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
are pending before or contemplated by the Commission; and any required filing of
the Prospectus pursuant to Rule 424(b) has been made in accordance with Rule
424(b);

(iv) The Company has corporate power and authority to enter into this
Agreement and to issue, sell and deliver the Shares to be sold by it to the
Underwriters as provided herein, and this Agreement has been duly authorized,
executed and delivered by the Company and is a valid and legally binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as enforcement of rights to indemnity and contribution hereunder
may be limited by Federal or state securities laws or principles of public
policy and subject to the qualification that the enforceability of the Company's
obligations hereunder may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium, and other laws relating to or affecting
creditors' rights generally and by general equitable principle;

(v) Neither the offer, sale or delivery of the Shares, the execution,
delivery or performance of this Agreement, compliance by the Company with the
provisions hereof, nor consummation by the Company of the transactions
contemplated hereby (A) conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, (1) the certificate or articles of
incorporation or bylaws of the Company or (2) any agreement, indenture, lease or
other instrument to which the Company is a party or by which it or any of its
properties is bound that is an exhibit to the

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<PAGE>

Registration Statement or is known to such counsel after reasonable inquiry, (B)
will result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or (C) will result in any violation
of any existing law, regulation or ruling (assuming compliance with all
applicable state securities and Blue Sky laws), or any judgment, injunction,
order or decree known to such counsel after reasonable inquiry, applicable to
the Company or any of its properties;

(vi) No consent, approval, authorization or other order of, or registration
or filing with, any court, regulatory body, administrative agency or other
governmental body, agency, or official is required on the part of the Company
(except as have been obtained under the Act and the Exchange Act or such as may
be required under state securities or Blue Sky laws governing the purchase and
distribution of the Shares) for the valid issuance and sale of the Shares to the
Underwriters as contemplated by this Agreement;

(vii) The Registration Statement and the Prospectus and any supplements or
amendments thereto (except for the financial statements and the notes thereto
and the schedules and other financial and statistical data included therein, as
to which such counsel need not express any opinion) comply as to form in all
material respects with the requirements of the Act;

(viii) To the best knowledge of such counsel after reasonable inquiry,
other than as described or contemplated in the Prospectus (or any supplement
thereto), (A) there are no legal or governmental proceedings pending or
threatened against the Company or any of the Subsidiaries or to which the
Company or any of the Subsidiaries, or any of their property, is subject, which
are required to be described in the Registration Statement or the Prospectus (or
any amendment or supplement thereto) and (B) there are no agreements, contracts,
indentures, leases or other instruments that are required to be described in the
Registration Statement or the Prospectus (or any amendment or supplement
thereto) or to be filed as an exhibit to the Registration Statement that are not
described or filed as required, as the case may be;

(ix) The statements in the Registration Statement and Prospectus, insofar
as they are descriptions of contracts, agreements or other legal documents, or
refer to statements of law or legal conclusions, are accurate and present fairly
the information required to be shown;

(x) Although counsel has not undertaken, except as otherwise indicated in
their opinion, to determine independently, and does not assume any
responsibility for, the accuracy or completeness of the statements in the
Registration Statement or the Prospectus, such counsel has participated in the
preparation of the Registration Statement and the Prospectus, including review
and discussion of the contents thereof, and nothing has come to the attention of
such counsel that has caused it to believe that

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<PAGE>

(A) the Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading or (B) that the Prospectus and any amendment
or supplement to the Prospectus, as of its respective date and as of the Closing
Date or the Option Closing Date, as the case may be, contained any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading (it being understood that such counsel need
express no belief with respect to the financial statements and the notes thereto
and the schedules and other financial and statistical data included in the
Registration Statement or the Prospectus).

In rendering their opinions as aforesaid, counsel may rely upon an opinion
or opinions, each dated the Closing Date, of other counsel retained by them or
the Company as to laws of any jurisdiction other than the United States or the
State of Florida, as the case may be, provided that (x) each such local counsel
is acceptable to the Representatives, (y) such reliance is expressly authorized
by each opinion so relied upon and a copy of each such opinion is delivered to
the Representatives and is, in form and substance satisfactory to them and their
counsel, and (z) counsel shall state in their opinion that they believe that
they and the Underwriters are justified in relying thereon.

(d) You shall have received on the Closing Date, the opinion of Baker &
Hoster, counsel for the Company and the Selling Shareholder (or, on behalf of
such Selling Shareholder, such other counsel as shall be reasonably satisfactory
to the Underwriters with respect to the matters set forth below in paragraphs
(xiii), (xiv), (xv) and (xvi)), dated the Closing Date and addressed to you, as
Representatives of the several Underwriters, to the effect that:

(i) The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Oklahoma with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Registration Statement and the Prospectus (and any
amendment or supplement thereto) and is duly registered and qualified to conduct
its business and is in good standing in each jurisdiction or place where the
nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the Company
and the Subsidiaries taken as a whole;

(ii) Each of the Subsidiaries is a corporation duly organized and validly
existing in good standing under the laws of the jurisdiction of its organization
with full corporate power and authority to own, lease, and operate its
properties and to conduct its business as described in the Registration
Statement and the Prospectus (and any

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<PAGE>

amendment or supplement thereto) and is duly registered and qualified to
conduct its business and is in good standing in each jurisdiction or place where
the nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the Company
and the Subsidiaries taken as a whole;

(iii) All the outstanding shares of capital stock or partnership or other
equity interests of each of the Subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable, and are owned by the Company
directly, or indirectly through one of the other Subsidiaries, free and clear of
any perfected security interest, or, to the best knowledge of such counsel after
reasonable inquiry, any other security interest, lien, adverse claim, equity or
other encumbrance;

(iv) The form of certificates for the Shares conforms to the requirements
of the Oklahoma Business Corporation Act;

(v) All the shares of capital stock of the Company outstanding prior to the
issuance of the Shares to be issued and sold by the Company hereunder have been
duly authorized and validly issued, and are fully paid and nonassessable;

(vi) The Company and each of the Subsidiaries has full corporate power and
authority, and to the knowledge of such counsel after reasonable inquiry, all
necessary governmental authorizations, approvals, orders, licenses,
certificates, franchises and permits of and from all governmental regulatory
officials and bodies (except where the failure so to have any such
authorizations, approvals, orders, licenses, certificates, franchises or
permits, individually or in the aggregate, would not have a material adverse
effect on the business, properties, operations or financial condition of the
Company and the Subsidiaries taken as a whole), to own their respective
properties and to conduct their respective businesses as now being conducted as
described in the Prospectus;

(vii) Neither the Company nor any of the Subsidiaries is in violation of
its respective certificate or articles of incorporation or bylaws or other
organizational documents, or to the knowledge of such counsel after reasonable
inquiry, in default in the performance of any material obligation, agreement or
condition contained in any bond, debenture, note or other evidence of
indebtedness, except as may be disclosed in the Prospectus;

(vii) Neither the offer, sale or delivery of the Shares, the execution,
delivery or performance of this Agreement, compliance by the Company with the
provisions hereof, nor consummation by the Company of the transactions
contemplated hereby (A) conflicts or will conflict with or constitutes or will
constitute a breach of, or a

-25-
<PAGE>

default under, (1) the certificate or articles of incorporation or bylaws, or
other organizational documents of the Company or any of the Subsidiaries or (2)
any agreement, indenture, lease or other instrument to which the Company or any
of the Subsidiaries is a party or by which any of them or any of their
respective properties is bound that is an exhibit to the Registration Statement
or is known to such counsel after reasonable inquiry, (B) will result in the
creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of the Subsidiaries or (C) will result in any
violation of any existing law, regulation or ruling (assuming compliance with
all applicable state securities and Blue Sky laws), or any judgment, injunction,
order or decree known to such counsel after reasonable inquiry, applicable to
the Company, the Subsidiaries or any of their respective properties;

(viii) No consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body, administrative agency
or other governmental body, agency, or official is required on the part of the
Company (except as have been obtained under the Act and the Exchange Act or such
as may be required under state securities or Blue Sky laws governing the
purchase and distribution of the Shares) for the valid issuance and sale of the
Shares to the Underwriters as contemplated by this Agreement;

(ix) To the knowledge of such counsel after reasonable inquiry, other than
as described or contemplated in the Prospectus (or any supplement thereto), (A)
there are no legal or governmental proceedings pending or threatened against the
Company or any of the Subsidiaries or to which the Company or any of the
Subsidiaries, or any of their property, is subject, which are required to be
described in the Registration Statement or Prospectus (or any amendment or
supplement thereto); and (B) there are no agreements, contracts, indentures,
leases or other instruments that are required to be described in the
Registration Statement or the Prospectus (or any amendment or supplement
thereto) or to be filed as an exhibit to the Registration Statement that are not
described or filed as required, as the case may be;

(x) To the knowledge of such counsel after reasonable inquiry, neither the
Company nor any of the Subsidiaries is in violation of any law, ordinance,
administrative or governmental rule or regulation applicable to the Company or
any of the Subsidiaries or of any decree of any court or governmental agency or
body having jurisdiction over the Company or any of the Subsidiaries;

(xi) Except as described in the Prospectus and for options granted under
the Chicago Miniature Lamp, Inc. 1995 Incentive and Non-Statutory Stock Option
Plan prior to the date of such opinion, there are no outstanding options (other
than those authorized by the Company's Board of Directors), warrants or other
rights calling for the issuance of, and such counsel does not know of any
commitment, plan or

-26-
<PAGE>

arrangement to issue, any shares of capital stock of the Company or any security
convertible into or exchangeable or exercisable for capital stock of the
Company;

(xii) Except as described in the Prospectus, to the best knowledge of such
counsel after reasonable inquiry, there is no holder of any security of the
Company or any other person who has the right, contractual or otherwise, to
cause the Company to sell or otherwise issue to them, or to permit them to
underwrite the sale of, the Shares or the right to have any Common Stock or
other securities of the Company included in the Registration Statement or the
right, as a result of the filing of the Registration Statement, to require
registration under the Act of any shares of Common Stock or other securities of
the Company.

(xiii) This Agreement and the Custody Agreement have each been duly
executed and delivered by or on behalf of the Selling Shareholder and are valid
and legally binding agreements of the Selling Shareholder enforceable against
the Selling Shareholder in accordance with their terms;

(xiv) To the best knowledge of such counsel, the Selling Shareholder has
full legal right, power and authorization, and any approval required by law, to
sell, assign, transfer and deliver good and marketable title to the Shares which
such Selling Shareholder has agreed to sell pursuant to this Agreement;

(xv) The execution and delivery of this Agreement and the Custody Agreement
by the Selling Shareholder and the consummation of the transactions contemplated
hereby and thereby will not conflict with, violate, result in a breach of or
constitute a default under the terms or provisions of any agreement, indenture,
mortgage or other instrument known to such counsel to which such Selling
Shareholder is a party or by which it or any of its assets or property is bound,
or any court order or decree or any law, rule, or regulation applicable to the
Selling Shareholder or to any of the property or assets of the Selling
Shareholder;

(xvi) Upon delivery of the Shares being sold by the Selling Shareholder
pursuant to this Agreement and payment therefor as contemplated herein the
Underwriters will acquire good and marketable title to such Shares free and
clear of any lien, claim, security interest, or other encumbrance, restriction
on transfer or other defect in title;

(xvii) Upon delivery of the Shares being sold by the Company pursuant to
this Agreement and payment therefor as contemplated herein, the Underwriters
will acquire good and marketable title to such Shares free and clear of any
lien, claim, security interest, or other encumbrance, restriction on transfer or
other defect in title; and

-27-
<PAGE>

(xviii) Although counsel has not undertaken, except as otherwise indicated
in their opinion, to determine independently, and does not assume any
responsibility for, the accuracy or completeness of the statements in the
Registration Statement or the Prospectus, such counsel has participated in the
preparation of the Registration Statement and the Prospectus, including review
and discussion of the contents thereof, and nothing has come to the attention of
such counsel that has caused it to believe that (A) the Registration Statement,
at the time the Registration Statement became effective, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or (B)
that the Prospectus and any amendment or supplement to the Prospectus, as of its
respective date and as of the Closing Date or the Option Closing Date, as the
case may be, contained any untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading (it being
understood that such counsel need express no belief with respect to the
financial statements and the notes thereto and the schedules and other financial
and statistical data included in the Registration Statement or the Prospectus).

In rendering their opinions as aforesaid, counsel may rely upon an opinion
or opinions, each dated the Closing Date, of other counsel retained by them or
the Company as to laws of any jurisdiction other than the United States or the
State of Oklahoma, as the case may be, provided that (3) each such local counsel
is acceptable to the Representatives, (4) such reliance is expressly authorized
by each opinion so relied upon and a copy of each such opinion is delivered to
the Representatives and is, in form and substance satisfactory to them and their
counsel, and (5) counsel shall state in their opinion that they believe that
they and the Underwriters are justified in relying thereon.

(e) You shall have received on the Closing Date an opinion of King &
Spalding, counsel for the Underwriters, dated the Closing Date and addressed to
you, as Representatives of the several Underwriters, with respect to the matters
referred to in clauses (iii), (v), (vi), (ix) and (xii) of the foregoing
paragraph (c) and such other related matters as you may request.

(f) You shall have received letters addressed to you, as Representatives of
the several Underwriters, and dated, respectively, the date hereof and the
Closing Date from each of Ernst & Young LLP, Hards Pearson and Arthur Andersen
LLP, each independent certified public accountants, substantially in the forms
heretofore approved by you.

(g)(i) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been taken or, to the best knowledge of the Company, shall be contemplated by
the Commission at or prior to the Closing Date; (ii) there shall not have been
any change in the capital stock of the Company nor any material increase in the
short-term or long-term debt of the Company (other than in the ordinary course
of business) from that set forth or contemplated in the Registration Statement

-28-
<PAGE>

or the Prospectus (or any amendment or supplement thereto); (iii) there shall
not have been, since the respective dates as of which information is given in
the Registration Statement and the Prospectus (or any amendment or supplement
thereto), except as may otherwise be stated in the Registration Statement and
Prospectus (or any amendment or supplement thereto), any material adverse change
in the condition (financial or other), business, prospects, properties, net
worth or results of operations of the Company and the Subsidiaries taken as a
whole; (iv) the Company and the Subsidiaries shall not have any liabilities or
obligations, direct or contingent (whether or not in the ordinary course of
business), that are material to the Company and the Subsidiaries, taken as a
whole, other than those reflected in the Registration Statement or the
Prospectus (or any amendment or supplement thereto); and (v) all the
representations and warranties of the Company contained in this Agreement shall
be true and correct on and as of the date hereof and on and as of the Closing
Date as if made on and as of the Closing Date, and you shall have received a
certificate, dated the Closing Date and signed by the chief executive officer
and the chief financial officer of the Company (or such other officers as are
acceptable to you), to the effect set forth in this Section 10(g) and in Section
10(h) hereof.

(h) The Company shall not have failed at or prior to the Closing Date to
have performed or complied with any of its agreements herein contained and
required to be performed or complied with by it hereunder at or prior to the
Closing Date.

(i) All the representations and warranties of the Selling Shareholder
contained in this Agreement shall be true and correct on and as of the date
hereof and on and as of the Closing Date as if made on and as of the Closing
Date, and you shall have received a certificate, dated the Closing Date and
signed by or on behalf of the Selling Shareholder to the effect set forth in
this Section 10(i) and in Section 10(j) hereof.

(j) The Selling Shareholder shall not have failed at or prior to the
Closing Date to have performed or complied with any of such Selling
Shareholder's agreements herein contained and required to be performed or
complied with by them hereunder at or prior to the Closing Date.

(k) The Shares shall have been listed or approved for listing upon notice
of issuance on the Nasdaq National Market.

(l) The Sellers shall have furnished or caused to be furnished to you such
further certificates and documents as you shall have requested.

All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and
substance to you and your counsel.

-29-
<PAGE>

Any certificate or document signed by any officer of the Company or any
Attorney-in-Fact or the Selling Shareholder and delivered to you, as
Representatives of the Underwriters, or to counsel for the Underwriters, shall
be deemed a representation and warranty by the Company, or the Selling
Shareholder, as the case may be, to each Underwriter as to the statements made
therein.

The several obligations of the Underwriters to purchase Additional Shares
hereunder are subject to the satisfaction on and as of any Option Closing Date
of the conditions set forth in this Section 10, except that, if any Option
Closing Date is other than the Closing Date, the certificates, opinions and
letters referred to in paragraphs (c) through (i) shall be dated the Option
Closing Date in question and the opinions called for by paragraphs (c), (d) and
(e) shall be revised to reflect the sale of Additional Shares.

11. Expenses. The Company agrees to pay the following costs and expenses
--------
and all other costs and expenses incident to the performance by the Company and
the Selling Shareholder of their obligations hereunder: (i) the preparation,
printing or reproduction, and filing with the Commission of the registration
statement (including financial statements and exhibits thereto), each Prepricing
Prospectus, the Prospectus, and each amendment or supplement to any of them;
(ii) the printing (or reproduction) and delivery (including postage, air freight
charges and charges for counting and packaging) of such copies of the
registration statement, each Prepricing Prospectus, the Prospectus, and all
amendments or supplements to any of them as may be reasonably requested for use
in connection with the offering and sale of the Shares; (iii) the preparation,
printing, authentication, issuance and delivery of certificates for the Shares,
including any stamp taxes in connection with the original issuance and sale of
the Shares; (iv) the printing (or reproduction) and delivery of this Agreement,
the preliminary and supplemental Blue Sky Memoranda and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Shares; (v) the registration of the Shares under the Exchange Act and the
listing of the Shares on the Nasdaq National Market; (vi) the registration or
qualification of the Shares for offer and sale under the securities or Blue Sky
laws of the several states as provided in Section 5(g) hereof (including the
reasonable fees, expenses and disbursements of counsel for the Underwriters
relating to the preparation, printing or reproduction, and delivery of the
preliminary and supplemental Blue Sky Memoranda and such registration and
qualification); (vii) the filing fees and the fees and expenses of counsel for
the Underwriters in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; (viii) the transportation and
other expenses incurred by or on behalf of Company representatives in connection
with presentations to prospective purchasers of the Shares; and (ix) the fees
and expenses of the Company's accountants and the fees and expenses of counsel
(including local and special counsel) for the Company and the Selling
Shareholder.

12. Effective Date of Agreement. This Agreement shall become effective:
---------------------------
(i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at
the time this Agreement is executed and delivered, it is necessary for the
registration statement or a post-effective

-30-
<PAGE>

amendment thereto to be declared effective before the offering of the Shares may
commence, when notification of the effectiveness of the registration statement
or such post-effective amendment has been released by the Commission. Until
such time as this Agreement shall have become effective, it may be terminated by
the Company, by notifying you, or by you, as Representatives of the several
Underwriters, by notifying the Company and the Selling Shareholder.

If any one or more of the Underwriters shall fail or refuse to purchase
Shares that it or they are obligated to purchase hereunder on the Closing Date,
and the aggregate number of Shares that such defaulting Underwriter or
Underwriters are obligated, but fail or refuse to purchase is not more than one-
tenth of the aggregate number of Shares that the Underwriters are obligated to
purchase on the Closing Date, each non-defaulting Underwriter shall be
obligated, severally, in the proportion that the number of Firm Shares set forth
opposite its name in Schedule II hereto bears to the aggregate number of Firm
Shares set forth opposite the names of all non-defaulting Underwriters or in
such other proportion as you may specify in accordance with Section 20 of the
Master Agreement Among Underwriters of Smith Barney Inc. to purchase the Shares
that such defaulting Underwriter or Underwriters are obligated, but fail or
refuse, to purchase. If any one or more of the Underwriters shall fail or
refuse to purchase Shares that it or they are obligated to purchase on the
Closing Date and the aggregate number of Shares with respect to which such
default occurs is more than one-tenth of the aggregate number of Shares that the
Underwriters are obligated to purchase on the Closing Date and arrangements
satisfactory to you and the Company for the purchase of such Shares by one or
more non-defaulting Underwriters or other party or parties approved by you and
the Company are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company. In any such case that does not result in termination of this
Agreement, either you or the Company shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and the Prospectus or
any other documents or arrangements may be effected. Any action taken under
this paragraph shall not relieve any defaulting Underwriter from liability in
respect of any such default of any such Underwriter under this Agreement. The
term "Underwriter" as used in this Agreement includes, for all purposes of this
Agreement, any party not listed in Schedule II hereto who, with your approval
and the approval of the Company, purchases Shares which a defaulting Underwriter
is obligated, but fails or refuses, to purchase.

Any notice under this Section 12 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.

13. Termination of Agreement. This Agreement shall be subject to
------------------------
termination in your absolute discretion, without liability on the part of any
Underwriter to the Company or the Selling Shareholder, by notice to the Company,
if prior to the Closing Date or any Option Closing Date (if different from the
Closing Date and then only as to the Additional Shares), as the case may be, (i)
trading in securities generally on the New York Stock Exchange,

-31-
<PAGE>

American Stock Exchange or the Nasdaq National Market shall have been suspended
or materially limited, (ii) a general moratorium on commercial banking
activities in New York, Massachusetts or Oklahoma shall have been declared by
either federal or state authorities, or (iii) there shall have occurred any
outbreak or escalation of hostilities or other international or domestic
calamity, crisis or change in political, financial or economic conditions, of
which the effect on the financial markets of the United States is such as to
make it, in your judgment, impracticable or inadvisable to commence or continue
the offering of the Shares at the offering price to the public set forth on the
cover page of the Prospectus or to enforce contracts for the resale of the
Shares by the Underwriters. Notice of such termination may be given to the
Company by telegram, telecopy or telephone and shall be subsequently confirmed
by letter.

14. Information Furnished by the Underwriters. The statements set forth
-----------------------------------------
in the last paragraph on the cover page, the stabilization legend on the inside
cover page, and the statements in the first and third paragraphs under the
caption "Underwriting" in any Prepricing Prospectus and in the Prospectus
constitute the only information furnished by or on behalf of the Underwriters
through you as such information is referred to in Sections 7(b) and 9 hereof.

15. Miscellaneous. Except as otherwise provided in Sections 5, 12 and 13
-------------
hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (i) if to the Company, at the office of the
Company at 500 Chapman Street, Canton, MA 02021, Attention: [insert name and
title]; or (ii) if to the Selling Shareholder, at [
], Attention: [insert name and title], or (iii) if to you, as Representatives of
the several Underwriters, care of Smith Barney Inc., 388 Greenwich Street, New
York, New York 10013, Attention: Manager, Investment Banking Division.

This Agreement has been and is made solely for the benefit of the several
Underwriters, the Company, its directors and officers, and the other controlling
persons referred to in Section 9 hereof and their respective successors and
assigns, to the extent provided herein, and no other person shall acquire or
have any right under or by virtue of this Agreement. Neither the term
"successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from any Underwriter of any of the Shares in his
status as such purchaser.

16. Applicable Law; Counterparts. This Agreement shall be governed by and
----------------------------
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

This Agreement may be signed in various counterparts, which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

-32-
<PAGE>

Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Selling Shareholder and the several Underwriters.

Very truly yours,

CHICAGO MINIATURE LAMP, INC.

By
---------------------------------------
President

The Selling Shareholder
named in Schedule I hereto

By
---------------------------------------
Attorney-in-Fact

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule II
hereto.

SMITH BARNEY INC.
RAYMOND JAMES & ASSOCIATES, INC.
MCDONALD & COMPANY SECURITIES, INC.

As Representatives of the Several Underwriters

By SMITH BARNEY INC.

By
---------------------------------------
Managing Director

-33-
<PAGE>

SCHEDULE I

CHICAGO MINIATURE LAMP, INC.

Part A - Firm Shares
- --------------------

Selling Shareholder Number of
------------------- Firm Shares
-----------

Total....

Part B - Additional Shares
- --------------------------

Selling Shareholder Number of
------------------- Additional Shares
-----------------

Total....

-34-
<PAGE>

SCHEDULE II

CHICAGO MINIATURE LAMP, INC.

<TABLE>
<CAPTION>
Number of Number of
Underwriter Firm Shares Additional Shares
----------- ----------- -----------------
<S> <C> <C>
Smith Barney Inc.............

McDonald & Company
Securities Inc............

Raymond James & Associates,
Inc.......................

Total..................
</TABLE>

-35-

<PAGE>
EXHIBIT 5.1

[LETTERHEAD OF SCHIFINO & FLEISCHER, P.A.]

AUGUST 28, 1996

Chicago Miniature Lamp, Inc.
500 Chapman Street
Canton, MA 02021

Gentlemen:

This opinion is rendered in connection with the filing by Chicago
Miniature Lamp, Inc., an Oklahoma corporation (the "Corporation"), with the
Securities and Exchange Commission of a Registration Statement on Form S-1 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 3,700,000 shares of common stock ("Common
Stock") of the Company, 2,700,000 of which are being sold by the Company
("Company Shares") and 1,000,000 of which are being sold by certain selling
shareholders ("Selling Shareholders") named in the Registration Statement (the
"Selling Shareholders' Shares"). In addition, the Company will grant to the
underwriters an option to purchase up to an additional 405,000 shares of Common
Stock and the Selling Shareholders will grant to the underwriters an option to
purchase up to an additional 150,000 shares of Common Stock to cover
over-allotments, if any (collectively the "Option Shares"). The Company Shares,
the Selling Shareholders' Shares and the Option Shares are hereinafter
collectively referred to as the "Shares."

We have examined such corporate records and documents as we have deemed
relevant and necessary as the basis for this opinion, and we are familiar with
or have reviewed the actions taken by the Company in connection with the
authorization, registration, issuance and sale of the Shares. With respect to
the opinions expressed herein, we have relied upon the opinion of Baker & Hoster
regarding matters of Oklahoma law, a copy of which is attached as Exhibit 5.2 to
the Registration Statement.

Based upon the foregoing, we are of the opinion that the Selling
Shareholders' Shares and the Selling Shareholders' shares underlying the Option
Shares are, and the Company Shares and the Company's shares underlying the
Option Shares when issued and delivered in accordance with the Registration
Statement will be, duly authorized and validly issued, fully paid and
nonassessable under the Oklahoma General Corporation Act as in effect on this
date.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the section entitled
"Legal Matters."

Very truly yours,

SCHIFINO & FLEISCHER, P.A.

/s/ William J. Schifino
William J. Schifino

<PAGE>

EXHIBIT 5.2

[Letterhead of Baker & Hoster]

August 27, 1996

Chicago Miniature Lamp, Inc.
500 Chapman Street
Canton, Massachusetts 02021

Schifino & Fleischer, P.A.
201 N. Franklin Street, Suite 2700
Tampa, Florida 33602

Re: Chicago Miniature Lamp, Inc.
----------------------------

Gentlemen:

This opinion is rendered in connection with the filing by Chicago Miniature
Lamp, Inc., an Oklahoma corporation (the "Company"), with the Securities and
Exchange Commission of a Registration Statement on Form S-1 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 3,700,000 shares of common stock ("Common Stock") of the
Company, 2,700,000 of which are being sold by the Company (the "Company Shares")
and 1,000,000 of which are being sold by certain selling shareholders ("Selling
Shareholders") named in the Registration Statement (the "Selling Shareholders'
Shares"). In addition, the Company will grant to the underwriters an option to
purchase up to an additional 405,000 shares of Common Stock and the Selling
Shareholders will grant to the underwriters an option to purchase up to an
additional 150,000 shares of Common Stock to cover over-allotments, if any
(collectively the "Option Shares"). The Company Shares, the Selling
Shareholders' Shares and the Option Shares are hereinafter collectively referred
to as the "Shares."

We are members of the Oklahoma Bar and do not express any opinion herein
concerning any law other than the laws of the State of Oklahoma.

Based upon the foregoing, we are of the opinion that the Selling
Shareholders' Shares and the Selling Shareholders' shares underlying the Option
Shares are, and the Company Shares and the Company's shares underlying the
Option Shares when issued and delivered in accordance with the Registration
Statement will be duly authorized and validly issued, fully paid and
nonassessable under the Oklahoma General Corporation Act as in effect on this
date.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the section entitled
"Legal Matters".

Very truly yours,

BAKER & HOSTER

By /s/ Gary H. Baker
---------------------------------------
Gary H. Baker

<PAGE>

EXHIBIT 10.15(d)

FOURTH AMENDMENT AND MODIFICATION AGREEMENT
-------------------------------------------
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
----------------------------------------------

This FOURTH AMENDMENT AND MODIFICATION AGREEMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT (the "Agreement") is dated as of the 22nd day of July,
1996, in Tulsa, Oklahoma, by and between CHICAGO MINIATURE LAMP, INC., an
Oklahoma corporation ("Chicago Miniature") and INDUSTRIAL DEVICES, INC., a New
Jersey corporation ("IDI") (Chicago Miniature and IDI being collectively
referred to herein as the "Borrowers"), and BANK IV OKLAHOMA, N.A., a national
banking association (the "Bank").

R E C I T A L S
- - - - - - - -

A. Borrowers and the Bank made, executed and entered into that certain
Third Amended and Restated Credit Agreement dated as of June 30, 1995 (the
"Original Credit Agreement") as amended by (i) that certain First Amendment and
Modification Agreement (the "First Amendment") dated as of December 6, 1995,
(ii) that certain Second Amendment and Modification Agreement (the "Second
Amendment") dated as of February 23, 1996 and (iii) that certain Third Amendment
and Modification Agreement (the "Third Amendment") dated as of April 26, 1996
(the Original Credit Agreement as amended by the First Amendment, Second
Amendment and Third Amendment thereto being collectively referred to herein as
the "Credit Agreement") whereby Borrowers have been entitled to borrow and the
Bank has agreed to lend, subject to the terms of the Credit Agreement:

(i) up to the original principal amount of $5,000,000.00 in the form
of a revolving loan as evidenced by that certain Revolving Credit Note
dated June 30, 1995 made, executed and delivered by Borrowers to the Bank
in the original principal amount of $5,000,000.00;

(ii) up to the original principal amount of $6,000,000.00 in the form
of an LC Revolving Loan to support Letters of Credit as evidenced by that
certain LC Revolving Credit Note dated February 23, 1996 made, executed and
delivered by Borrowers to the Bank in the original principal amount of
$6,000,000.00; and

(iii) up to the original principal amount of $30,000,000.00 in the
form of a non-revolving Acquisition Loan not to exceed the original
principal amount of $30,000,000.00. In connection with the Acquisition
Loan, the Borrowers have made, executed and delivered to the Bank (a) that
certain Acquisition Note ("Acquisition Note #1") dated December 6, 1995, in
the original principal amount of $5,000,000.00 and (b) that certain
Acquisition Note ("Acquisition Note #2) in the original principal amount of
$9,000,000.00, and (c) that certain Acquisition Note ("Acquisition Note #3)
for Japanese yen the Current Dollar Equivalent of which is $8,000,000.00.
<PAGE>

Except as specifically defined herein, all capitalized terms shall have the same
meaning as set forth in the Credit Agreement.

B. Repayment of the Notes, along with any and all other Indebtedness of
Borrowers to the Bank, is secured by a first priority security interest in and
to Borrowers' Collateral as defined in the Credit Agreement and Security
Instruments.

C. Repayment of the Notes, along with repayment of any and all other
Indebtedness of Borrowers to the Bank, is also unconditionally guaranteed by
each of (i) Plastomer, Inc., an Ontario corporation ("Plastomer") pursuant to
that certain Guarantee dated as of June 30, 1995 made, executed and delivered by
Plastomer to the Bank, (ii) CML Fiberoptics, Inc., a Massachusettes corporation
("CML Fiberoptics") pursuant to that certain Guarantee dated as of April 26,
1996 made, executed and delivered by CML Fiberoptics to the Bank, (iii) Electro
Fiberoptics Corp., a Massachusettes corporation ("Electro Fiberoptics") pursuant
to that certain Guarantee dated as of April 26, 1996 made, executed and
delivered by Electro Fiberoptics to the Bank, and (iv) Fedon Development
Industries, Inc., a New Jersey corporation ("Fedon") pursuant to that certain
Guarantee dated as of April 26, 1996 made, executed and delivered by Fredon to
the Bank (Plastomer, CML Fiberoptics, Electro Fiberoptics and Fredon being
collectively referred to herein as the "Guarantors"). Further, performance by
each Guarantor under its respective Guaranty is secured by a first priority
security interest in and to certain personal property of each Guarantor as
provided in their respective Guarantor Security Agreement.

D. Borrowers have requested that the LC Revolving Credit Loan be
increased from $6,000,000.00 to $8,000,000.00 and the Bank is willing to do so
subject to the terms and conditions set forth herein, and in connection
therewith, the parties desire to amend and modify the Credit Agreement and other
Loan Documents as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the conditions,
covenants, representations and warranties set forth herein, and for other good
and valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereby mutually agree as follows:

1. LC Revolving Credit Loan. Paragraph 2.1 of the Credit Agreement is
------------------------
hereby amended in its entirety to read as follows:

2.1 LC Revolving Credit Loan. The Bank agrees, upon the terms and
-------------------------
subject to the conditions hereinafter set forth, to make loans (the "LC
Revolving Credit Loan") to Borrowers from the date hereof until December
30, 1997, or until such later date as the Bank shall have extended its
Commitment in writing unless its Commitment shall be sooner terminated
pursuant to the provisions of this Agreement, for the purpose of causing
Letters of Credit to be issued to suppliers of inventory to assure the
payment thereof, for standby Letters of Credit purposes and for such other
purposes as approved by the Bank; provided however, the sum of (i) all
issued and unexpired Letters of Credit,

2
<PAGE>

including but not limited to the Letters of Credit outstanding as of the
date hereof, and (ii) the outstanding principal balance under the LC
Revolving Credit Note shall not exceed the principal amount of
$8,000,000.00. Notwithstanding the above, no Letter of Credit shall be
issued on behalf of or for the account of Borrowers after December 1, 1997,
and no Letter of Credit shall be issued with an expiring date later than
December 30, 1997.

All references in the Credit Agreement to the term "Letters of Credit" shall be
amended throughout to include standby Letters of Credit issued pursuant to the
terms of the Credit Agreement for the benefit of either of Borrowers.

2. Amended LC Revolving Credit Note. Concurrently with the execution
---------------------------------
hereof, Borrowers shall execute and deliver to the Bank a revolving credit note
in the principal amount of $8,000,000.00, the form of which is annexed hereto
as Exhibit "A" and hereby made a part hereof (hereinafter referred to as the
-----------
"Amended LC Revolving Credit Note") thereby amending and modifying the LC
Revolving Credit Note and thereby evidencing Borrowers' obligation to repay
advances under the LC Revolving Credit Loan, as amended hereby. The Amended LC
Revolving Credit Note shall be dated as of the date hereof, and shall bear
interest, payable monthly on the first day of every month commencing August 1,
1996 on unpaid balances of principal from time to time outstanding at a variable
annual rate equal from day to day to the Applicable Prime Rate. After maturity
(whether by acceleration or otherwise) the Amended Revolving Credit Note shall
bear interest at the Default Rate, payable on demand. Interest shall be
calculated on the basis of a year of 360 days but assessed for the actual number
of days elapsed in each accrual period. All references in the Credit Agreement
and all other Loan Documents to the term "LC Revolving Credit Note" shall be
amended throughout to refer to the Amended Revolving Credit Note and all
references to the term "LC Revolving Credit Loan" shall be amended throughout to
refer to the revolving credit loan evidenced by the Amended LC Revolving Credit
Note. Further, all references in the Credit Agreement and all other Loan
Documents to the term "Notes" shall be amended throughout to mean the Amended LC
Revolving Credit Note, the Operating Revolving Credit Note and all Acquisition
Notes.

3. Ratification of Security Interests. Borrowers hereby ratify, confirm
----------------------------------
and reaffirm all security interests, liens and other encumbrances created under
the Credit Agreement, the Security Instruments, as amended consistent herewith,
this Agreement, and all other Loan Documents as security for repayment of
Borrowers' Indebtedness and all other unreleased security agreements, mortgages
and deeds of trust in favor of the Bank, all of which shall continue in full
force and effect and with the same priority as security for repayment and
satisfaction of the Indebtedness and all extensions, modifications and renewals
thereof, including but not limited to the Notes.

4. Ratification of Guaranty and Guarantor Security Agreements. As a
-----------------------------------------------------------
condition precedent to the execution hereof by the Bank, Borrowers shall cause
each Guarantor to make, execute and deliver to the Bank a ratification of its
respective Guaranty and Guarantor Security

3
<PAGE>

Agreement in substantially the form as set forth on Exhibit "B" attached hereto
-----------
and made a part hereof.

5. Modification, Ratification, Representations and Warranties. The terms
----------------------------------------------------------
and provisions of the Credit Agreement and all other Loan Documents executed in
connection therewith shall be deemed amended, modified, and changed through so
as to reflect consistently the matters provided herein. As extended, amended,
modified, renewed or changed consistent herewith, the terms and provisions of
the Credit Agreement and all other Loan Documents shall remain in full force and
effect and the Borrowers hereby ratify, reaffirm and reassert as of the date
--------------
hereof all covenants, representations, warranties, agreements and statements
- ------
contained therein. Further, and in addition to the representations, warranties
and covenants hereby ratified and reaffirmed, Borrowers each certify, covenant,
represent, and warrant to and with the Bank as follows:

a. The Borrowers and each Subsidiary are duly organized, validly
existing and in good standing under and by virtue of the Laws of its
respective jurisdiction of incorporation, and are duly licensed and in good
standing as a foreign corporation in each jurisdiction in which the nature
of the business transacted or the property owned is such as to require
licensing or qualification as such.

b. The existence of each Borrower and their amenability to service of
process in courts of the State of Oklahoma and all of their rights,
franchises, privileges, permits, and licenses necessary for their
respective businesses or for the ownership, location and/or operation of
their respective property and assets, including, but not limited to, the
Collateral shall at all times be preserved and maintained, and Borrowers
shall conduct and maintain their respective businesses in an orderly,
efficient and regular manner and in compliance with all applicable laws.

c. The execution and delivery of this Agreement and all other
documents to be executed and delivered by each of the Borrowers to the Bank
pursuant hereto, and the due observance and performance by each of the
Borrowers of its terms, provisions and covenants are within Borrowers'
respective powers, have been duly authorized, will not contravene or
violate any law or term or provision of Borrowers' Articles of
Incorporation or By-laws or any corporate resolution of its respective
shareholders or directors and will not contravene, violate or constitute a
default under any contract, indenture, agreement or undertaking to which
either of Borrowers is a party or by the terms of which either of Borrowers
or any of their respective property or assets is bound.

d. Borrowers' financial statements heretofore furnished to the Bank,
have been prepared in conformity with GAAP, show all material liabilities,
direct and contingent, and fairly present the financial condition of the
Borrowers and any of their Subsidiaries as of such date and the results of
its operations for the period then ended,

4
<PAGE>

and since such date there has been no material adverse change in the
business, financial condition or operations of the Borrowers.

6. Obligations Unaffected. Except as otherwise specified herein, the
----------------------
terms and conditions hereof shall in no manner impair, limit, restrict or
otherwise affect the obligations of the Borrowers to the Bank pursuant to and as
evidenced by the Credit Agreement and other Loan Documents. As a material
inducement to the Bank to execute and deliver this Agreement, Borrowers hereby
acknowledge that there are no claims or offsets against, or defenses or
counterclaims to, the terms or provisions of the obligations created or
evidenced by the Loan Documents, including but not limited to the Notes. In the
event of a conflict between the terms and conditions of this Agreement and the
terms and conditions of the other Loan Documents, the terms and conditions of
this Agreement shall control.

7. "Loan Documents" and "Credit Agreement". The term "Loan Documents" as
---------------------------------------
used in the Credit Agreement shall be interpreted to include this Agreement, and
all of the other documents heretofore or hereafter creating, evidencing,
securing and/or relating to Indebtedness and obligations of the Borrowers to the
Bank as contemplated or referenced herein. The term "Credit Agreement" or "Loan
Agreement" as may be used in any of the Loan Documents shall be interpreted to
mean the Credit Agreement, together with and as modified by this Agreement.

8. Bank's legal Fees, Costs and Expenses. In consideration of and as a
-------------------------------------
condition precedent to the Bank's agreement to the execution, amendments and
modifications described herein, Borrowers agree to and shall pay promptly all
fees, including but not limited to the Bank's attorneys' fees, expenses and
charges with respect to and in connection with this Agreement and all other
documents contemplated hereby, including but not limited to, recording and
filing fees, and fees and expenses of counsel employed by the Bank in connection
with the documentation and closing of the transactions, amendments and
modifications contemplated hereby, and the Borrowers hereby agree to pay
promptly all hereafter incurred fees, including but not limited to attorneys'
fees, expenses and charges of the Bank which are incidental to the enforcement,
defense, amendment, modification, extension, renewal or change of the Credit
Agreement, this Agreement or any other Loan Documents.

9. Separability. If any provision of this Agreement and the other Loan
------------
Documents is held invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the other provisions hereof, and this
Agreement and the other Loan Documents shall be construed and enforced as if
such provision had not been included herein.

10. Binding Effect. Except as otherwise expressly provided herein, this
--------------
Agreement will remain in effect until all of Borrowers' obligations to Bank
under this Agreement have been fully discharged. This Agreement shall be
binding upon Borrowers their respective successors and assigns, as applicable,
and shall inure to the benefit of the Bank, its successors and assigns.

5
<PAGE>

11. Headings. The headings used herein are for convenience and
--------
administrative purposes only and do not constitute substantive matters to be
considered in construing the terms and provisions of this Agreement.

12. Governing Law and Jurisdiction. This Agreement shall be deemed to
------------------------------
have been made or incurred under the Laws of the State of Oklahoma and shall be
construed and enforced in accordance with and governed by the Laws of Oklahoma.
For purposes of enforcing and/or interpreting the provisions of this Agreement
and all other Loan Documents, the Borrowers hereby submit themselves to the
jurisdiction of the Courts of the State of Oklahoma, and each of the Borrowers
waives all objections to service of process therefrom.

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

CHICAGO MINIATURE LAMP, INC.
an Oklahoma corporation

By:/s/ Ronald S. Goldstein
-------------------------------------------
Ronald S. Goldstein, Chief Financial Officer

INDUSTRIAL DEVICES, INC.
a New Jersey corporation

By:/s/ Ronald S. Goldstein
-------------------------------------------
Ronald S. Goldstein, Chief Financial Officer

"BORROWERS"

BANK IV Oklahoma, N.A.

By:/s/ John D. Pixley
-------------------------------------------
John D. Pixley, Senior Vice President

"BANK"
123102

<PAGE>

EXHIBIT 10.15(e)

FIFTH AMENDMENT AND MODIFICATION AGREEMENT
------------------------------------------
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
----------------------------------------------

This FIFTH AMENDMENT AND MODIFICATION AGREEMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT (the "Agreement") is dated as of the 2nd day of
August, 1996, in Tulsa, Oklahoma, by and between CHICAGO MINIATURE LAMP, INC.,
an Oklahoma corporation ("CML") and INDUSTRIAL DEVICES, INC., a New Jersey
corporation ("IDI") (CML and IDI being collectively referred to herein as the
"Borrowers"), and BANK IV OKLAHOMA, N.A., a national banking association (the
"Bank").

R E C I T A L S
- - - - - - - -

A. Borrowers and the Bank made, executed and entered into that certain
Third Amended and Restated Credit Agreement dated as of June 30, 1995 (the
"Original Credit Agreement") as amended by (i) that certain First Amendment and
Modification Agreement (the "First Amendment") dated as of December 6, 1995,
(ii) that certain Second Amendment and Modification Agreement (the "Second
Amendment") dated as of February 23, 1996, (iii) that certain Third Amendment
and Modification Agreement dated as of April 26, 1996 (the "Third Amendment"),
and (iv) that certain Fourth Amendment and Modification Agreement dated as of
July 22, 1996 (the "Fourth Amendment") (the Original Credit Agreement as amended
by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment
thereto being collectively referred to herein as the "Credit Agreement") whereby
Borrowers have been entitled to borrow and the Bank has agreed to lend, subject
to the terms of the Credit Agreement:

(ii) up to the original principal amount of $8,000,000.00 in the form
of an LC Revolving Loan to support Letters of Credit as evidenced by that
certain LC Revolving Credit Note dated July 22, 1996, made, executed and
delivered by Borrowers to the Bank in the original principal amount of
$8,000,000.00; and

(iii) up to the original principal amount of $30,000,000.00 in the
form of a non-revolving Acquisition Loan not to exceed the original
principal amount of $30,000,000.00. In connection with the Acquisition
Loan, the Borrowers have made, executed and delivered to the Bank (a) that
certain Acquisition Note ("Acquisition Note #1") dated December 6, 1995, in
the original principal amount of $5,000,000.00 and (b) that certain
Acquisition Note ("Acquisition Note #2) dated March 21, 1996, in the
original principal amount of $9,000,000.00 and (c) that certain Acquisition
Note ("Acquisition Note #3) dated April 26, 1996, for Japanese yen the
Current Dollar Equivalent of which is $8,000,000.00.
<PAGE>

Except as specifically defined herein, all capitalized terms shall have the same
meaning as set forth in the Credit Agreement.

B. As of the date hereof there is currently outstanding under the
Revolving Credit Note the principal amount of $4,278,558.40. Further, attached
hereto as Exhibit "A" is a summary of Letters of Credit and Banker's Acceptances
-----------
outstanding as of the date hereof under the LC Revolving Credit Loan and the
Revolving Credit Loan respectively. The principal amount of $4,608,063.05 is
outstanding under Acquisition Note #1 and Acquisition Note #2 has been paid in
full. Further, the entire original principal amount of Acquisition Note #3 is
outstanding as of the date hereof.

C. Repayment of the Notes, along with any and all other Indebtedness of
Borrowers to the Bank, is secured by a first priority security interest in and
to Borrowers' Collateral as defined in the Credit Agreement and Security
Instruments.

D. Repayment of the Notes, along with repayment of any and all other
Indebtedness of Borrowers to the Bank, is also unconditionally guaranteed by
each of (i) Plastomer, Inc., an Ontario corporation ("Plastomer") pursuant to
that certain Guarantee dated as of June 30, 1995 made, executed and delivered by
Plastomer to the Bank, (ii) CML Fiberoptics, Inc., a Massachusetts corporation
("CML Fiberoptics") pursuant to that certain Guarantee dated as of April 26,
1996 made, executed and delivered by CML Fiberoptics to the Bank, (iii) Electro
Fiberoptics Corp., a Massachusetts corporation ("Electro Fiberoptics") pursuant
to that certain Guarantee dated as of April 26, 1996 made, executed and
delivered by Electro Fiberoptics to the Bank, and (iv) Fredon Development
Industries, Inc., a New Jersey corporation ("Fredon") pursuant to that certain
Guarantee dated as of April 26, 1996 made, executed and delivered by Fredon to
the Bank (Plastomer, CML Fiberoptics, Electro Fiberoptics and Fredon being
collectively referred to herein as the "Guarantors"). Further, performance by
each Guarantor under its respective Guaranty is secured by a first priority
security interest in and to certain personal property of each Guarantor as
provided in their respective Guarantor Security Agreement.

E. Borrowers have requested that an advance be made under the Acquisition
Loan in the form of Japanese Yen for the purpose of refinancing the outstanding
balance of the Revolving Credit Note and a portion of the balance of the
Acquisition Note #1 as of the date hereof and the Bank has agreed to do so,
subject to the terms and conditions hereof and in connection therewith, the
parties desire to amend and modify the Credit Agreement and other Loan Documents
as set forth herein.

2
<PAGE>

1. Additional Definitions.
-----------------------

a. "Acquisition Note #4" shall mean the Acquisition Note issued by
---------------------
the Bank under the Acquisition Loan in the form as shown in Exhibit "B"
-----------
attached hereto and made a part hereof, to be delivered to the Bank
pursuant to Paragraph 4(a) below, together with all extensions, renewals,
modifications, substitutions and changes in form thereof which may be from
time to time and for any term or terms effected.

b. "Applicable Reserve Cost" shall mean in connection with
-------------------------
Acquisition Note #4 (provided such definition shall not modify such term in
connection with Acquisition Note #3 as provided in the Third Amendment),
the Bank's applicable reserve costs, liabilities, expenses and assessments
pursuant to requirements of applicable law or any applicable governmental
or quasi-governmental rule, regulation, policy, guideline or directive
regarding the making, funding or maintaining of the Eurocurrency Advance
under Acquisition Note #4 (including without limitation any reserve
requirements of Regulation D).

c. "Current Dollar Equivalent" shall mean at any date the amount of
---------------------------
Dollars into which the outstanding principal amount of the specific
Acquisition Note for which such calculation is being made, as of such date,
may be converted, at the spot rate at which Dollars are offered to the Bank
for the Permitted Currency in an amount comparable to such principal amount
outstanding under such Note at approximately 10:00 a.m. (Tulsa Time) on the
second Business Day prior to such date.

d. "Dollar" or "$" shall mean lawful money of the United State of
-------- ---
America.

e. "Eurocurrency Advance" shall mean the advance under Acquisition
----------------------
Note #4, or any other Acquisition Note which is in the form of a
Eurocurrency Advance, in the Permitted Currency which bears interest at the
Eurocurrency Rate.

f. "Eurocurrency Base Rate" the rate of interest per annum
-------------------------
determined by the Bank in its discretion to be the rate at which deposits
are offered in the Permitted Currency two Business Days prior to the first
day of such Eurocurrency Interest Period for delivery on such day.

g. "Eurocurrency Interest Period" With respect to Acquisition Note
------------------------------
#4, a period of twelve months from the date of funding of the Eurocurrency
Advance by the Bank under Acquisition Note #4 (provided such definition
shall not modify such term in connection with Acquisition Note #3 as
provided in the Third Amendment). Such interest period shall end on (but
exclude) the day which corresponds numerically to such date twelve months
thereafter; provided that if there is no such numerically corresponding day
in such next succeeding twelfth month, such Interest Period shall end on
the last Business Day of such next succeeding twelfth month. If an
interest period would otherwise end on a day which is not a Business Day,
such Interest Period shall end

3
<PAGE>

on the next succeeding Business Day; provided however that if said next
succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.

h. "Eurocurrency Rate" means with respect to the Eurocurrency
-------------------
Interest Period, a rate per annum equal to the sum of (i) the Eurocurrency
Base Rate plus (ii) one percent (1%) plus (iii) the Applicable Reserve
---- ----
Costs.

i. "Permitted Currency" shall mean Japanese yen.
--------------------

j. "Regulation D" shall mean Regulation D of the Board of Governors
--------------
of the Federal Reserve System as from time to time in effect and any
successor thereto or other regulation or official interpretation of said
Board of Governors relating to reserve requirements applicable to member
banks of the Federal Reserve System.

k. "Reserve Requirements" means with respect to an Interest Period,
----------------------
the maximum aggregate reserve requirements (including all basic,
supplemental, marginal and other reserves) of general application which is
imposed under Regulation D on Eurocurrency liabilities.

2. Euro-Yen Loan under Acquisition Note #4.
----------------------------------------

a. Concurrently with the execution hereof, Borrowers shall execute and
deliver to the Bank the Acquisition Note #4 whereby Borrowers shall borrow and
the Bank shall lend to Borrowers an amount of the Permitted Currency equal to
865,120,000 Japanese Yen as of the date hereof, for which the Current Dollar
Equivalent is equal to $8,000,000.00. The Acquisition Note #4 shall be dated as
of the date hereof, and shall bear interest at the Eurocurrency Rate payable at
maturity. Interest shall be calculated on the basis of a year of 360 days but
assessed for the actual number of days elapsed in each accrual period.
Borrowers acknowledge that the Bank shall be under no duty or obligation to make
any additional or further loans or advances under the Acquisition Loan or
otherwise under the Credit Agreement in the form of the Permitted Currency or
any other foreign currency.

b. The proceeds of Acquisition Note #4 shall be used by Borrowers to
first reduce the outstanding principal amount of the Revolving Credit Note to
zero and the balance of such proceeds shall be applied to the reduction of the
principal of Acquisition Note #1.

c. Except as otherwise prohibited hereby or in the Credit Agreement,
Borrowers may from time to time make prepayments of principal under Acquisition
Note #4, subject however to Paragraph 3(g) below. All advances made by the Bank
on Acquisition Note #4 and all payments or prepayments of principal and interest
thereon made by Borrowers shall be recorded by the Bank in its records, and the
aggregate unpaid principal amount so recorded shall be conclusive evidence of
the principal amount owing and unpaid on the Acquisition Note #4. The failure
to so record shall not, however, limit or otherwise affect the obligations of
Borrowers

4
<PAGE>

hereunder or under the Acquisition Note #4 to repay the principal amount thereof
together with all interest accrued thereon. All payments and prepayments of
principal and interest under Acquisition Note #4 shall be made in the Permitted
Currency. Any payments or prepayments on Acquisition Note #4 received by the
Bank after 2:00 o'clock P.M. (applicable current time in Tulsa, Oklahoma) shall
be deemed to have been made on the next succeeding Business Day. All
outstanding principal of and accrued interest on Acquisition Note #4 not
previously paid shall be due and payable at maturity on August 11, 1997.

d. Notwithstanding anything herein or in the Credit Agreement to the
contrary, the advance made under Acquisition Note #4 may be continued as a
Eurocurrency Advance when an Event of Default or Default has occurred and is
continuing. During the continuance of a Default, the Bank may, at its option,
by notice to the Borrowers, declare that the outstanding principal amount of
Acquisition Note #4 shall bear interest for the remainder of the Interest Period
and continuing until paid in full at the Default Rate based upon the Current
Dollar Equivalent of Acquisition Note #4 determined on a daily basis.

e. For purposes of calculating the Collateral Borrowing Base, the
outstanding principal amount of Acquisition Note #4 shall be shown at the
Equivalent Dollar Value thereof as of the date of such calculation.

f. All sums payable by Borrowers or any Guarantors, whether in respect to
principal, interest, fees or otherwise, under Acquisition Note #4 shall be paid
without deduction for any present and future taxes, levies, impost, charges or
withholdings imposed by any country, any state or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government (a "Governmental
Authority") thereof or therein, any jurisdiction from which any or all of such
payments are made and any political subdivision or taxing authority thereof or
therein.

g. If any payment under Acquisition Note #4 occurs on a date which is not
the last day of the Interest Period, whether because of acceleration,
prepayment, subsequent to an Event of Default or otherwise, Borrowers hereby
indemnify Bank and hold the Bank harmless from and against any loss or cost
incurred by the Bank resulting therefrom, including, but not limited to, any
loss or cost in liquidating or employing deposits acquired to fund or maintain
such Eurocurrency Advance and the cost of acquiring any Permitted Currency which
the Bank must acquire to satisfy any forward contract in which the Bank has
entered for disposition of the Permitted Currency upon the prepayment of
Acquisition Note #4, and the obligation of Borrowers hereunder shall be part and
parcel of the Indebtedness of Borrowers to the Bank.

h. Borrowers hereby indemnify and hold the Bank harmless of and from any
and all claims, losses or damages, arising from any fluctuation or change in the
exchange or currency rate applicable to the Permitted Currency at any time
during the term of Acquisition Note #4 or upon or after the maturity thereof.

5
<PAGE>

i. Effective as of the date hereof, if any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) of general application which is enacted or imposed
after the date of this Agreement or any interpretation thereof or the compliance
of the Bank therewith (i) subject the Bank to any tax, duty, charge or
withholding on or from payments due from the Borrower (excluding federal, state
or local taxation of the overall net income of the Bank) or changes the basis of
taxation of payment to the Bank in respect to its loans or other amounts due it
hereunder, or (ii) imposes or increases or deems applicable any reserve,
assessment, insurance, charge, special deposit or a similar requirement against
assets of deposits with or for the account of or credit extended by the Bank, or
(iii) imposes any other condition, the result of which is to increase the cost
to the Bank of maintaining loans or reduces any amount received by the Bank in
connection with the loans or requires the Bank to make any payment calculated by
reference to the amount of the loans held or interest received by it by an
amount deemed material by such Bank, then within 15 days of demand by the Bank,
the Borrowers shall pay the Bank that portion of such increased expense incurred
or reduction in an amount received which the Bank determines is attributable to
making, funding and maintaining its Loans.

3. Conditions Precedent. The obligation of the Bank to make the
---------------------
Eurocurrency Advance as contemplated herein is subject to the satisfaction of
all of the following conditions (in addition to the other terms and conditions
set forth herein):

a. There shall exist no Event of Default or Default, under the Credit
Agreement or any other Loan Documents, as amended hereby.

b. The representations, warranties and covenants set forth in the
Credit Agreement, as amended herein, shall be true and correct on and as of
the closing of the transaction contemplated herein.

c. All corporate proceedings of each of Borrowers or Guarantors shall
be taken in connection with the transactions contemplated by this Agreement
and all other Loan Documents and shall be satisfactory in form and
substance to the Bank and its counsel; and the Bank shall have received
certified copies, in form and substance satisfactory to the Bank and its
counsel, of the Articles or Certificate of Incorporation and By-Laws of
each of Borrowers and Guarantors and the resolutions of the Board of
Directors of each of Borrowers and Guarantors as adopted, authorizing the
execution and delivery of this Agreement, Acquisition Note #4, and all
other the Loan Documents, as applicable, the borrowings under this
Agreement, and the granting of the security interests and mortgage liens
in, and assignment and pledge of, the Collateral pursuant to the Security
Instruments, to secure the payment of the Indebtedness.

e. Borrowers shall have delivered the Acquisition Note #4 to the
Bank, appropriately executed.

6
<PAGE>

f. Borrowers and the Guarantors, as the case may be, shall have
delivered to the Bank all Security Instruments and all other Loan Documents
contemplated hereby.

g. The Bank shall have received such other information, documents and
assurances as shall be reasonably requested by the Bank.

4. Ratification of Security Interests. Borrowers hereby ratify, confirm
----------------------------------
and reaffirm all security interests, liens and other encumbrances created under
the Credit Agreement, the Security Instruments, as amended consistent herewith,
this Agreement, and all other Loan Documents as security for repayment of
Borrowers' Indebtedness and all other unreleased security agreements, mortgages
and deeds of trust in favor of the Bank, all of which shall continue in full
force and effect and with the same priority as security for repayment and
satisfaction of the Indebtedness and all extensions, modifications and renewals
thereof, including but not limited to the Notes.

5. Ratification of Guaranty and Guarantor Security Agreements. As a
-----------------------------------------------------------
condition precedent to the execution hereof by the Bank, Borrowers shall cause
each Guarantor to make, execute and deliver to the Bank a ratification of its
respective Guaranty and Guarantor Security Agreement in substantially the form
as set forth on Exhibit "C" attached hereto and made a part hereof.
-----------

6. Modification, Ratification, Representations and Warranties. The terms
----------------------------------------------------------
and provisions of the Credit Agreement and all other Loan Documents executed in
connection therewith shall be deemed amended, modified, and changed through so
as to reflect consistently the matters provided herein. As extended, amended,
modified, renewed or changed consistent herewith, the terms and provisions of
the Credit Agreement and all other Loan Documents shall remain in full force and
effect and the Borrowers hereby ratify, reaffirm and reassert as of the date
--------------
hereof all covenants, representations, warranties, agreements and statements
- ------
contained therein. Further, and in addition to the representations, warranties
and covenants hereby ratified and reaffirmed, Borrowers each certify, covenant,
represent, and warrant to and with the Bank as follows:

7
<PAGE>

and maintain their respective businesses in an orderly, efficient and
regular manner and in compliance with all applicable laws.

e. Attached hereto and made a part hereof as Exhibit "D" is a true a
-----------
correct listing of all Subsidiaries and partnership interests of Borrowers.
Except as set forth on the attached Exhibit "D" neither Borrowers or any of
-----------
their existing Subsidiaries owns any other Subsidiaries or partnership
interests as of the date hereof.

f. Attached hereto and made a part hereof as Exhibit "E" and Exhibit
----------- -------
"F", respectively, is a true and correct Borrowing Base Certificate as well
---
as a Compliance Certificate, both dated and effective as of June 2, 1996.

7. Obligations Unaffected. Except as otherwise specified herein, the
----------------------
terms and conditions hereof shall in no manner impair, limit, restrict or
otherwise affect the obligations of the Borrowers to the Bank pursuant to and as
evidenced by the Credit Agreement and other Loan Documents. As a material
inducement to the Bank to execute and deliver this Agreement, Borrowers hereby
acknowledge that there are no claims or offsets against, or defenses or
counterclaims to, the terms or provisions of the obligations created or
evidenced by the Loan Documents, including but not limited to the Notes. In the
event of a conflict between the terms and conditions of this Agreement and the
terms and conditions of the other Loan Documents, the terms and conditions of
this Agreement shall control.

8. "Loan Documents" and "Credit Agreement". The term "Loan Documents" as
---------------------------------------
used in the Credit Agreement shall be interpreted to include this Agreement, and
all of the other documents heretofore or hereafter creating, evidencing,
securing and/or relating to Indebtedness and obligations of the Borrowers to the
Bank as contemplated or referenced herein. The term

8
<PAGE>

"Credit Agreement" or "Loan Agreement" as may be used in any of the Loan
Documents shall be interpreted to mean the Credit Agreement, together with and
as modified by this Agreement.

9. Bank's legal Fees, Costs and Expenses. In consideration of and as a
-------------------------------------
condition precedent to the Bank's agreement to the execution, amendments and
modifications described herein, Borrowers agree to and shall pay promptly all
fees, including but not limited to the Bank's attorneys' fees, expenses and
charges with respect to and in connection with this Agreement and all other
documents contemplated hereby, including but not limited to, recording and
filing fees, and fees and expenses of counsel employed by the Bank in connection
with the documentation and closing of the transactions, amendments and
modifications contemplated hereby, and the Borrowers hereby agree to pay
promptly all hereafter incurred fees, including but not limited to attorneys'
fees, expenses and charges of the Bank which are incidental to the enforcement,
defense, amendment, modification, extension, renewal or change of the Credit
Agreement, this Agreement or any other Loan Documents.

10. Separability. If any provision of this Agreement and the other Loan
------------
Documents is held invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the other provisions hereof, and this
Agreement and the other Loan Documents shall be construed and enforced as if
such provision had not been included herein.

11. Binding Effect. Except as otherwise expressly provided herein, this
--------------
Agreement will remain in effect until all of Borrowers' obligations to Bank
under this Agreement have been fully discharged. This Agreement shall be
binding upon Borrowers their respective successors and assigns, as applicable,
and shall inure to the benefit of the Bank, its successors and assigns.

12. Headings. The headings used herein are for convenience and
--------
administrative purposes only and do not constitute substantive matters to be
considered in construing the terms and provisions of this Agreement.

13. Governing Law and Jurisdiction. This Agreement shall be deemed to
------------------------------
have been made or incurred under the Laws of the State of Oklahoma and shall be
construed and enforced in accordance with and governed by the Laws of Oklahoma.
For purposes of enforcing and/or interpreting the provisions of this Agreement
and all other Loan Documents, the Borrowers hereby submit themselves to the
jurisdiction of the Courts of the State of Oklahoma, and each of the Borrowers
waives all objections to service of process therefrom.

9
<PAGE>

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

CHICAGO MINIATURE LAMP, INC.
an Oklahoma corporation

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

INDUSTRIAL DEVICES, INC.
a New Jersey corporation

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

"BORROWERS"

BANK IV Oklahoma, N.A.

By:/s/ John D. Pixley
-------------------------------
John D. Pixley, Senior Vice President

"BANK"
120963

10
<PAGE>

Exhibits
--------

Exhibit A - List of Letters of Credit and Banker's Acceptances

Exhibit B - Acquisition Note #4

Exhibit C - Ratification of Guaranty

Exhibit D - Subsidiary Listing

Exhibit E - Borrowing Base Certificate

Exhibit F - Compliance Certificate

<PAGE>

EXHIBIT 10.16

COMMITMENT LETTER
-----------------

July 1, 1996

Mr. Frank Ward, President
Chicago Miniature Lamp, Inc.
P. O. Box 101
Canton, Massachusetts 02021

Gentlemen:

In accordance with recent discussions, BANK IV Oklahoma, N.A., a national
banking association ("BANK IV") and The First National Bank of Boston, a
national banking association ("Bank of Boston") (BANK IV and Bank of Boston
being collectively referred to herein as the "Lenders") are pleased to make the
following commitments to Chicago Miniature Lamp, Inc., an Oklahoma corporation
("CML"), Badalex Limited, an English corporation ("Badalex) and Chicago
Miniature Europe Limited, an English corporation ("CML Europe"), as the case may
be and as further described below. BANK IV, as agent on behalf of the Lenders
shall be referred to herein as "Domestic Agent".

As an increase, amendment, modification and restructure of the existing
loans and commitments from BANK IV to CML as provided in that certain Third
Amended and Restated Credit Agreement dated as of June 30, 1995 (the "Original
Credit Agreement") as amended by that certain First Amendment and Modification
Agreement (the "First Amendment") dated as of December 6, 1995 and that certain
Second Amendment and Modification Agreement (the "Second Amendment") dated as of
February 23, 1996 and that certain Third Amendment and Modification Agreement
(the "Third Amendment") dated as of April 26, 1996 (the Original Credit
Agreement as amended by the First Amendment, Second Amendment and Third
Amendment thereto being collectively referred to herein as the "Credit
Agreement"), BANK IV and Bank of Boston, as lenders, shall make the Domestic
Loans (as hereinafter defined) to CML, as borrower, which will include the basic
terms and conditions set forth below. The Multicurrency Loan (as hereinafter
defined) shall be made by Bank of Boston, as lender to Badalex and CML Europe as
co-borrowers and will include the basic terms and conditions set forth below.
However, the terms and conditions set forth below are not intended to be and are
not exhaustive. Documentation of the Domestic Loans and the Multicurrency Loan
(collectively the "Loans") will require further discussion between the Lenders
and CML, Badalex and CML Europe, as the case may be, and approval of their
respective counsel and will include other and further terms and conditions as
Lenders and their respective counsel may require (but not inconsistent with the
terms hereof except as set forth in Paragraph 23 below).
<PAGE>

1. Definitions. All capitalized terms used herein shall have the meanings
------------
set forth on Exhibit "A" attached hereto and made a part hereof, except as
-----------
specifically defined herein.

2. Domestic Loans. Subject to all of the terms and conditions set forth
---------------
herein, the Lenders shall extend credit to CML as follows (collectively the
"Domestic Loans"):

(a) A non-revolving line of credit in the aggregate principal amount of up
to $30,000,000.00 (the "Acquisition Loan") for which $25,636,350.00 shall be
provided by BANK IV to CML (subject to the last sentence of 8(b)) and for which
$4,363,650.00 shall be provided by Bank of Boston to CML; and

(b) A revolving line of credit in the principal amount of up to
$25,000,000.00 (the "Domestic Operating Loan") for which
$21,363,625.00 shall be provided by BANK IV to CML and for which
$3,636,375.00 shall be provided by Bank of Boston to CML;

provided however, that notwithstanding the above, the total aggregate principal
amount of the Domestic Loans outstanding at any time (including the face amount
of all outstanding Letters of Credit or Banker's Acceptances issued thereunder)
shall not exceed the "Domestic Collateral Borrowing Base" as hereinafter
defined. Amounts borrowed under the Acquisition Loan which shall have been paid
may not be reborrowed, but amounts borrowed under the Domestic Operating Loan
which shall have been paid may be reborrowed so long as all terms and conditions
for borrowing thereunder shall have been satisfied.

3. Domestic Notes. CML shall make, execute and deliver to BANK IV and
---------------
Bank of Boston, respectively, the promissory notes (collectively the "Domestic
Notes") in the original principal amounts as set forth in the chart below, the
form and substance of which shall be acceptable to the Lenders, which shall
evidence advances under the Domestic Loans respectively:

Loan Total Principal BANK IV Portion Bank IV Bank of Boston Bank of
Amount of Total Principal % of Portion of Total Boston %
Amount Domestic Principal Amount of Domestic
Loans Loans

Acquisition Loan $30,000,000 $25,636,350.00 85.4545% $4,363,650.00 14.5455%
Domestic $25,000,000 $21,363,625.00 85.4545% $3,636,375.00 14.5455%
Operating Loan
=============================================================================================================
</TABLE>

2
<PAGE>

4. Term of Commitments & Maturities of Domestic Notes.
---------------------------------------------------

(a) The obligation of the Lenders to make any Advances under the Domestic
Operating Loan, provided all conditions precedent thereto under the Loan
Documents shall have been satisfied, and provided there shall exist no Potential
Default or Event of Default under the Loan Documents, shall be for a period of
twenty-four months from the date of closing the transactions contemplated herein
and the execution and delivery to the Lenders of all Loan Documents which shall
occur not later than July 31, 1996, unless otherwise extended in writing by the
Domestic Agent (the "Closing Date"). Further, the Domestic Operating Notes
evidencing the Domestic Loan (collectively the "Domestic Operating Notes") shall
mature on that date which is the earlier of twenty-four months after the Closing
Date or at Lenders' option, upon the occurrence of an Event of Default, at which
time all unpaid interest accrued thereon together with the outstanding principal
thereof and all other charges incurred in connection therewith shall be due and
payable in full. Notwithstanding anything herein to the contrary, no Banker's
Acceptance or Letter of Credit shall be issued under the Domestic Operating Loan
by either Lender with an expiration date occurring after a date which is twenty
four months following the Closing Date.

(b) The obligation of the Lenders to make any Advances under the
Acquisition Loan, provided all conditions precedent thereto under the Loan
Documents shall have been satisfied, and provided there shall exist no Potential
Default or Event of Default under the Loan Documents, shall be for a period of
eighteen (18) months from the Closing Date. Further, the Acquisition Notes
evidencing the Acquisition Loan (collectively the "Acquisition Notes") shall
mature on that date which is the earlier of seventy-eight (78) months after the
Closing Date or at Lenders' option, upon the occurrence of an Event of Default,
at which time all unpaid interest accrued thereon together with the outstanding
principal thereof and all other charges incurred in connection therewith shall
be due and payable in full.

5. Use of Proceeds - Domestic Loans. The proceeds of the Domestic Loans
---------------------------------
shall be used for the following purposes and no other purposes:

(a) The proceeds of the Domestic Operating Loan shall be used by CML for
the purposes of (i) amending, consolidating and restructuring the existing LC
Revolving Credit Loan and the Operating Revolving Credit Loan as defined in and
as provided under the Credit Agreement, (ii) funding current cash operating
needs of CML and its U.S. Subsidiaries, including advances by CML to its U.S.
Subsidiaries to fund current cash operating needs of such U.S. Subsidiaries,
(iii) supporting the issuance of Bankers Acceptances for the benefit of CML,
(iv) causing commercial Letters of Credit to be issued for the benefit of CML,
(v) causing standby letters of credit to be issued for the benefit of CML, and
(vi) to establish a foreign exchange line as may be acceptable to Lenders to be
used in connection with the operations of CML; provided however, the aggregate
face amount of all Letters of Credit, whether standby or commercial, and
Banker's Acceptances issued under the Domestic Operating Loan shall not exceed
the face amount of $8,000,000.00 without the prior written consent of Lenders.
For purposes hereof, "U.S. Subsidiaries" shall mean each Subsidiary which is
organized under the

3
<PAGE>

laws of the United States or any state thereof and which has its principal
execute offices and primary assets located in the United States and shall also
include Plastomer, Inc., an Ontario corporation ("Plastomer"). The identity of
the issuers of the Letters of Credit and Banker's Acceptances shall be the
subject of agreement between Lenders.

(b) The proceeds of the Acquisition Loan shall be used by CML for the
purposes of (i) amending and restructuring the existing Acquisition Loan as
defined in and as provided under the Credit Agreement, (ii) funding capital
expenditures by CML or to fund advances by CML to its Subsidiaries to fund such
capital expenditures or (iii) funding a Qualified Acquisition (as hereinafter
defined). For purposes hereof, a "Qualified Acquisition" shall mean any
transaction, or any series of related transactions, by which CML or any of its
Subsidiaries acquires all or substantially all of the assets of any going
business, firm, partnership, corporation, limited liability company, limited
liability partnership, or a division thereof, which compliments or is
compatible with the business of CML or in which CML or any of its Subsidiaries,
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) whether through merger or otherwise,
at least sixty-six and two-thirds percent (66 2/3%) (in number of votes) of the
securities, membership or ownership of such complimentary or compatible
business.

6. Interest Rate - Domestic Loans. The outstanding principal balance of
-------------------------------
the Domestic Notes shall accrue interest at either the (i) Applicable Prime Rate
or (ii) at a thirty (30), sixty (60) or ninety (90) day LIBOR rate plus a
specific percentage as set forth in the chart below (the "LIBOR Spread")
depending upon the Leverage Ratio of CML and its Subsidiaries. CML must in
writing select the interest option at least three (3) business days prior to the
termination of the existing interest period. Should CML fail to select an
interest option, the outstanding principal balance of the Domestic Notes shall
thereafter accrue interest at the Applicable Prime Rate until CML shall choose
otherwise as provided herein. Should CML choose a LIBOR rate, the LIBOR Spread
applicable thereto shall be effective on the first day of the month following
CML's most recent quarter end. For purposes hereof, "Applicable Prime Rate"
shall mean the annual rate of interest as quoted daily in the Money Rate Section
of the Southwest Edition of the Wall Street Journal as the "Prime Rate". The
-------------------
term "LIBOR" shall mean, for each applicable interest period, the rate of
interest per annum determined by BANK IV to be the arithmetic mean (rounded
upward to the next 1/16th of 1%) of the rates of interest per annum at which
deposits in United States dollars for a period equal to the length of such
interest period and in an amount comparable to the aggregate unpaid principal
amount of the Loans outstanding during such interest period would be offered by
major banks in the London interbank market at approximately 10:00 a.m. (London
time) two business days prior to the commencement of the applicable interest
period which arithmetic mean shall be divided by the difference arrived at by
subtracting from one (1) the percentage prescribed by the Board of Governors of
the Federal Reserve System (or any successor) for determining the reserve
requirement for the Lender (or its successor) in respect of Eurodollar deposits
having a maturity equal to the interest period for which it is calculated. For
purposes hereof, the LIBOR Spread shall be as follows:

4
<PAGE>

Leverage Ratio Interest Rate
<S> <C>

Less than 1.25 LIBOR + 2.25%

Less than 1.49 and equal to or greater than LIBOR + 2.40%
1.25

Equal to or greater than 1.49 LIBOR + 2.50%
============================================================

</TABLE>

With respect to the Applicable Prime Rate, any change in the rate of interest
shall be effective as of the date of the change. All calculations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed.

7. Minimum Advances. Advances under the Domestic Loans shall be
-----------------
available only in minimum amounts of $250,000.00 upon prior written notification
acceptable to the Domestic Agent.

8. Payments. (a) With respect to payments under the Domestic Operating
---------
Notes, interest accrued on the outstanding principal balance thereof shall be
due and payable quarterly to the Domestic Agent commencing on the first day of
the month following the Closing Date and continuing on the first day of each
quarter thereafter with the total outstanding principal thereof, all outstanding
unpaid interest accrued thereon and all other charges in connection therewith
shall be due and payable in full on that date which is the earlier of twenty-
four months from the Closing Date or at Lenders' option, upon the occurrence of
an Event of Default. Notwithstanding the above, the obligation to reimburse the
Lenders for any cash advances under the Operating Loan as a result of fundings
of standby Letters of Credit by Lenders shall be due and payable upon demand.

(b) With respect to payments under the Acquisition Notes, interest accrued
on the outstanding principal balance thereof shall be due and payable quarterly
to the Domestic Agent commencing on the first day of month following the Closing
Date and continuing on the first day of each quarter thereafter for a period of
eighteen months. Commencing on the first day of the nineteenth month following
the Closing Date, the outstanding principal balance of the Acquisition Notes
shall be due and payable in monthly installments in an amount necessary to
amortize the then outstanding principal of the Acquisition Notes as of the end
of such eighteen month period over a period of five years, such principal
payments to be due and payable to the Domestic Agent on the first day of each
month commencing with the first day of the nineteenth month following the
Closing Date. Each principal payment under the Acquisition Notes shall also be
accompanied by a payment of all interest accrued on the outstanding principal
balance thereof. The total outstanding principal of the Acquisition Notes, all
outstanding unpaid interest accrued thereon and all other charges in connection
therewith shall be due and payable in full

5
<PAGE>

on that date which is the earlier of seventy-eight months from the Closing Date
or at Lenders' option, upon the occurrence of an Event of Default.
Notwithstanding the above or anything herein to the contrary, the principal
amount and all outstanding interest due and payable under Acquisition Note #3,
as defined in the Credit Agreement, shall be renewed, extended and repaid in
accordance with its existing terms, which shall be incorporated into and made a
part of the Acquisition Loan.

9. Collateral & Guaranties.
------------------------

(a) The Domestic Loans shall be secured by a pledge and grant of a security
interest in all of the assets, both personal and real, (to the extent selected
by the Lenders) of CML, whether now owned or hereafter acquired. For purposes
hereof, "domestic" assets shall be those owned by U.S. Subsidiaries and used and
located within the United States and Canada. For purposes hereof, "foreign"
assets shall be those owned by non U.S. Subsidiaries and used and located
outside the United States and Canada.

(b) Further, the Domestic Loans, together with all other Domestic
Indebtedness of CML to Lenders, shall be unconditionally and irrevocably
guaranteed, jointly and severally, by each of Plaster, Industrial Devices, Inc.,
a New Jersey corporation ("IDI"), CML Fiberoptics, Inc., a Massachusetts
corporation ("CML Fiberoptics"), Electro Fiberoptics, Inc., a Massachusetts
corporation ("Electro Fiberoptics"), Fredon Development Industries, Inc., a New
Jersey corporation ("Fredon"), as well as all other direct and indirect U. S.
Subsidiaries of CML, present and future, unless otherwise determined by Lenders.
The form and substance of each such guaranty shall be acceptable to Lenders.
Further, each guaranty shall be secured by a pledge and grant of a first and
prior security interest in all of the assets, both personal and real, (to the
extent selected by Lenders) of each of such guarantors. Upon the formation or
acquisition of any U.S. Subsidiary after the date hereof, CML shall cause such
Subsidiary to execute and deliver to Domestic Agent within thirty (30) days of
the creation or acquisition of such Subsidiary, such Loan Documents as may be
requested by Domestic Agent to evidence the guaranty and security therefore as
contemplated herein. Notwithstanding the above, Lenders reserve the right at
any time to restructure the transaction contemplated herein by requiring any of
the guarantors to be co-maker's of the Domestic Operating Notes and the
Acquisitions Notes.

(c) All pledges and security interests shall be properly filed, recorded
and otherwise perfected in accordance with local and all other applicable law
and shall provide Domestic Agent a first priority interest, subject however, to
the Permitted Encumbrances and subject to the terms and conditions of an
Intercreditor Agreement ("Intercreditor Agreement") between the Lenders, in such
form and substance as shall be acceptable to Lenders. For purposes hereof,
"pledge and grant of security interests" includes all manner of collateral
documentation evidencing liens on or assignments of property, real or personal,
tangible or intangible, duly perfected.

10. Domestic Collateral Borrowing Base. At no time during the term of the
-----------------------------------
Domestic Loans, shall the aggregate outstanding principal balance of the
Domestic Loans (including the face amount of all outstanding Letters of Credit
and Banker's Acceptances issued under the

6
<PAGE>

Domestic Operating Loan) exceed the "Domestic Collateral Borrowing Base" and if
there be any such excess at any time, an amount equal to such excess shall be
repaid to Domestic Agent forthwith, without notice or demand. For purposes
hereof, the term "Domestic Collateral Borrowing Base" shall mean an amount equal
to:

the lesser of:

(a) the sum of:

i. Ninety percent (90%) of the uncollected amount of the aggregate
Eligible Accounts at book value, held by CML, IDI, Plastomer,
Fredon, and Fiberoptics of the Determination Date; plus
----

ii. Sixty percent (60%) of the aggregate value of the Eligible
Inventory of CML, IDI, Plastomer, Fredon, or Fiberoptics as of
the Determination Date; plus
----

iii. An amount equal to the Domestic Facility Values; plus
----
vi. An amount equal to the Domestic Appraised Equipment Values;

or
--

(b) $55,000,000.00.

11. Increasing Domestic Collateral Borrowing Base. The Domestic Collateral
----------------------------------------------
Borrowing Base may be increased by adding the value, as determined by the
Lenders in their sole discretion, of Eligible Accounts, Eligible Inventory,
Facility Values and Appraised Equipment Values of additional domestic assets as
may be acceptable to and approved by Lenders, in their sole discretion, and the
delivery to Domestic Agent of such security documents, financing statements,
assignments, notices, title assurances, environmental assessments, surveys and
other documents and instruments as shall be requested by Domestic Agent and as
may be necessary or appropriate for Domestic Agent to obtain a first priority
perfected security interest in such domestic assets.

12. Conditions Precedent to Acquisition Loan. In addition to the conditions
-----------------------------------------
precedent set forth in paragraph 13 below and as otherwise provided herein,
Lenders' obligations to make any advances under the Acquisition Loan for the
funding of capital expenditures shall be subject to the delivery to Domestic
Agent of the following information: (a) a complete description of the capital
expenditure to be made with the Acquisition Loan proceeds and (b) the terms of
such acquisition, including but not limited to the delivery to Domestic Agent of
a copy of the agreement, purchase order or other writing relating to such
capital expenditure certified by CML

7
<PAGE>

as being true and correct. Further, in addition to the conditions precedent set
forth in paragraph 13 below and as otherwise provided herein, Lenders'
obligations to make any advances under the Acquisition Loan for the purpose of
funding a Qualified Acquisition shall be subject to the delivery to the Domestic
Agent of the following information: (a) a corporate biography summary, in form
acceptable to Lenders covering each Qualified Acquisition, (b) a copy of the
executed acquisition agreement relating to the Qualified Acquisition certified
by CML as being true, correct and complete, (c) a certificate executed by CML
certifying that CML is in compliance with all terms and conditions of the Loan
Documents and no Potential Default or Event of Default shall have occurred.

13. Advances under Acquisition Notes. Notwithstanding anything herein to the
----------------------------------
contrary, Lenders shall have no obligation to make an Advance under the
Acquisition Loan if (i) the aggregate advance under the Acquisition Loan for
such Qualified Acquisition or capital expenditure shall exceed the principal
amount of $10,000,000.00; (ii) the total outstanding principal amount of all
Loans, including outstanding Letters of Credit, Bankers Acceptances and bank
guaranties shall exceed the aggregate principal amount of the applicable local
currency equivalent of $40,000,000.00; or (iii) the Domestic Collateral
Borrowing Base shall not support or entitle CML to such advance.

14. Multicurrency Loan. Subject to all of the terms and conditions set
-------------------
forth herein, Bank of Boston shall extend credit to Badalex and CML Europe in
the form of a revolving line of credit in the principal amount of up to the
applicable local currency equivalent of $10,000,000.00 (the "Multicurrency
Loan") provided however, should the total aggregate principal amount of the
Multicurrency Loan outstanding at any time (including the face amount of all
outstanding Letters of Credit, Banker's Acceptances, or bank guaranties issued
thereunder) exceed the "Multicurrency Collateral Borrowing Base" as hereinafter
defined, then in that event, such excess shall be applied as a reduction to the
Domestic Collateral Borrowing Base. Amounts borrowed under the Multicurrency
Loan which shall have been paid may be reborrowed so long as all terms and
conditions for borrowing thereunder shall have been satisfied.

(a) Permitted Currency. Advances under the Multicurrency Loan shall, at
-------------------
the option of Badalex or CML Europe, be in Japanese yen, English pounds
sterling, Deutsche mark, French francs and Spanish pesetas, along with other
offshore currencies commonly traded in the offshore interbank currency
markets, freely available to Bank of Boston and agreed to by Bank of Boston
("Permitted Currency").

(b) Term of Multicurrency Loan Commitment & Maturity The obligation of
-------------------------------------------------
Bank of Boston to make any Advances under the Multicurrency Loan, provided
all conditions precedent thereto under the Loan Documents have been
satisfied, and provided there shall exist no potential Default or Event of
Default under the Loan Documents, shall be for a period of twenty-four
months from the Closing Date. Further, the Multicurrency Loan shall mature
on that date which is the earliest of twenty-four months after the Closing
Date or at Lenders' option, upon the occurrence of an Event of Default, at
which

8
<PAGE>

time all unpaid interest accrued thereon together with the outstanding
principal thereof and all other charges incurred in connection therewith
shall be due and payable in full. Notwithstanding anything herein to the
contrary, no Banker's Acceptance, Letter of Credit or bank guaranty shall be
issued under the Multicurrency Loan by Bank of Boston with an expiration
date occurring after a date which is twenty four months following the
Closing Date unless the obligation to reimburse Bank of Boston in connection
with such Letter of Credit is specifically secured by cash.

(c) Use of Proceeds - Multicurrency Loan. The proceeds of the
-------------------------------------
Multicurrency Loan shall be used for the following purposes and no other
purposes, (i) funding current cash operating needs of Badalex and CML
Europe, (ii) causing commercial Letters of Credit to be issued for the
benefit of Badalex or CML Europe; (iii) causing bank guaranties to be issued
for the benefit of Badalex or CML Europe; (iv) causing standby letters of
credit to be issued for the benefit of Badalex or CML Europe; and (v)
funding the payment to Bank of Boston of all existing indebtedness in the
aggregate amount of up to 2,600,000 pounds sterling owed by CML or any
Subsidiary to Bank of Boston (at which time any outstanding letters of
credit issued to Bank of Boston from BANK IV shall be cancelled and
returned).

(d) Interest Rate - Multicurrency Loan. The Multicurrency Loan shall
-----------------------------------
accrue interest at such rate or rates as shall be negotiated between CML and
Bank of Boston and acceptable to BANK IV.

(e) Minimum Advances. Advances under the Multicurrency Loan shall be
-----------------
available only in minimum amounts of the applicable local currency
equivalent of $250,000.00 upon prior written notification acceptable to Bank
of Boston.

(f) Collateral & Guaranties. The Multicurrency Loan shall be secured by
------------------------
a pledge and grant of a security interest in all of the assets, both
personal and real, of Badalex and CML Europe. The Multicurrency Loan shall
be unconditionally and irrevocably guaranteed, jointly and severally, by
each of CML, Plastomer, IDI, CML Fiberoptics, Electro Fiberoptics, Fredon,
as well as all other direct and indirect Subsidiaries of CML, present and
future. The form and substance of each such guaranty shall be acceptable to
Lenders. Further, each guaranty shall be secured by a pledge and grant of a
first and prior security interest in all of the assets, both personal and
real, whether now owned or hereafter acquired, of each of such guarantors,
subject however to the Intercreditor Agreement. All pledges and security
interests shall be properly filed, recorded and otherwise perfected in
accordance with local and other applicable law and shall provide Bank of
Boston a first priority interest, subject however, to the Permitted
Encumbrances and the Intercreditor Agreement. For purposes hereof, "pledge
and grant of security interests" includes all manner of collateral
documentation evidencing liens on or assignments of property, real or
personal, tangible or intangible.

9
<PAGE>

(g) Multicurrency Collateral Borrowing Base. At no time during the term
----------------------------------------
of the Multicurrency Loan, shall the aggregate outstanding principal balance
thereof (including the face amount of all outstanding Banker's Acceptances,
Letters of Credit and bank guaranties) exceed the "Multicurrency Collateral
Borrowing Base" and if there be any such excess at any time, an amount equal
to such excess shall be applied as an immediate reduction to the Domestic
Collateral Borrowing Base and if such reduction shall exceed the balance
available under the Domestic Collateral Borrowing Base, then such excess
over the Domestic Collateral Borrowing Base shall be repaid forthwith
without notice or demand. For purposes hereof, the term "Multicurrency
Collateral Borrowing Base" shall mean an amount equal to:

the lesser of:

(a) the sum of:

i. Eighty percent (80%) of the uncollected amount of the aggregate
Eligible Accounts at book value, held by Badalex or CML Europe
and due and owing as shown by the books and records of Badalex
or CML Europe as of the Determination Date; plus
----

ii. Fifty percent (50%) of the aggregate value of the Eligible
Inventory of Badalex and CML Europe as of the Determination
Date; plus
----

iii. An amount equal to the Foreign Facility
Values; plus
----

iv. An amount equal to the Foreign Appraised Equipment Values;

or
--

(b) $10,000,000.00.

h. Increasing Multicurrency Collateral Borrowing Base. The
---------------------------------------------------
Multicurrency Collateral Borrowing Base may be increased by adding the
value, as determined by the Lenders in their sole discretion, of Eligible
Accounts, Eligible Inventory, Facility Values and Appraised Equipment Values
of additional foreign assets as may be acceptable to and approved by
Lenders, in their sole discretion, and the delivery to Bank of Boston of
such security documents, financing statements, assignments, notices, title
assurances, environmental assessments, surveys and other documents and
instruments as shall be

10
<PAGE>

requested by Bank of Boston and by which Bank of Boston shall obtain a first
priority perfected security interest in such assets.

15. Conditions Precedent. The Lenders obligations to make any Advances
---------------------
under the Loans (or to extend any other credit to CML, or others, as provided
herein) shall be conditioned upon and subject to conditions which shall be
required by Lenders, including the conditions that: (a) CML, Badalex, CML
Europe, each Guarantor and Lenders shall have entered into a definitive loan
agreement on the terms and conditions set forth herein and other terms required
by Lenders, in their sole discretion, and all other documentation required by
and satisfactory to Lenders, including but not limited to the aforesaid Domestic
Operating Notes and Acquisition Notes, the security agreements, mortgages, deeds
of trust, financing statements, guaranty agreements and standard corporate
authorization documents (collectively the "Loan Documents"), as well as opinions
of counsel for CML and each such guarantor regarding the authorization to
execute, deliver and perform their respective obligations under the Loan
Documents, the enforceability of the Loan Documents, the perfection and priority
of Domestic Agent's and Bank of Boston's respective security interest and liens,
the enforceability of each guaranty and such other matters as Lenders shall in
their sole discretion request; (b) BANK IV shall have made, executed and entered
into a Participation Agreement or other written agreement, in form and substance
acceptable to BANK IV whereby not less than 39% of the aggregate Commitment
evidenced by BANK IV's portion of the Domestic Loans shall be assigned as
participations or otherwise syndicated to other lenders upon terms and
conditions acceptable to BANK IV; (c) BANK IV and Bank of Boston shall have
entered into the Intercreditor Agreement; (d) all representations and warranties
made by CML and any Guarantor to Lenders shall be true, correct, complete and
not misleading as of the Closing Date; (e) as of the Closing Date, no material
adverse change (from that reflected in the financial statements dated March 3,
1996) as determined by the Lenders has occurred in the business or financial
condition of CML or its Subsidiaries; and (e) as of the Closing Date, there
shall exist no Potential Default or Event of Default under the Loan Documents.

16. Representations, Warranties and Covenants. In addition to other
------------------------------------------
representations, warranties, as well as affirmative and negative covenants which
may be required by Lenders, the Loan Documents will include covenants applicable
to all of the Obligors:

(i) requiring Obligors to maintain casualty and liability insurance,
with such companies, on such terms and in such amounts as may be acceptable
to Domestic Agent, on all of their respective domestic assets with Domestic
Agent as loss payee on all casualty insurance and additional insured on all
liability insurance and further requiring Obligors to maintain casualty and
liability insurance, with such companies and in such amounts as may be
acceptable to Bank of Boston, on all of their respective foreign assets with
Bank of Boston as loss payee on all casualty insurance and additional
insured on all liability insurance;

11
<PAGE>

(ii) requiring Obligors to promptly pay when due all lawful claims,
whether for labor, material or otherwise, which might or could, if unpaid,
become a Lien or charge on any of their property or assets;

(iii) requiring Obligors to keep adequate records, in accordance with
good accounting practices, of all of their transactions, so that at any
time, and from time to time, the true and complete financial condition may
be readily determined and to, upon request, make such records available for
Domestic Agent's inspection during all business hours;

(iv) requiring Obligors to maintain their existence and promptly comply
with all laws, statutes, ordinances and governmental regulations applicable
to them or any of their property, business operations, transactions;

(v) requiring Obligors to pay and discharge all Taxes imposed upon the
income or profits of each Obligor or upon their respective property, real,
personal or mixed before the same shall be in default and before any claims
that may become a Lien upon their property is asserted;

(vi) requiring Obligors to advise Domestic Agent of any change in the
location of any of the domestic assets and to take all necessary actions to
insure that the Lien of Domestic Agent in the domestic assets is and remains
perfected and its priority is not adversely affected and requiring Obligors
to advise Bank of Boston of any change in the location of any of the foreign
assets and to take all necessary actions to insure that the Lien of Bank of
Boston in the foreign assets is and remains perfected and its priority is
not adversely affected;

(vii) requiring Obligors promptly to pay all reasonable costs, fees and
expenses paid and incurred by Lenders incidental to the transactions
contemplated hereby;

(viii) requiring Obligors to comply with all terms of their respective
Articles of Incorporation, Bylaws and other organizational and governing
documents;

(ix) requiring Obligors to promptly inform Domestic Agent of any
litigation, potential litigation or any claim or controversy which might
become the subject of litigation, against any of the Obligors or affecting
their property if such litigation, potential litigation claim or controversy
or may result in liability in an amount of $100,000 or more, constitutes or
might result in a Potential Default or an Event of Default;

(x) requiring Obligors to promptly inform Domestic Agent of the
occurrence of a Potential Default or an Event of Default;

(xi) prohibiting Obligors from incurring additional debts, obligations
and liabilities, whether direct, indirect or contingent, and from entering
any guaranty, surety, discount,

12
<PAGE>

or otherwise becoming or being contingently liable upon the indebtedness,
obligation or liability of any other person excluding the indebtedness as
described on Exhibit "B" attached hereto and made a part hereof, and further
-----------
excluding indebtedness to BANK IV and Bank of Boston under the Loans and
indebtedness for ordinary trade accounts or obligations incurred in the
usual and ordinary course of business or the guaranty of such trade accounts
or obligations incurred in the usual and ordinary course of business by
Obligor;

(xii) prohibiting Obligors from loaning or agreeing to loan any money to
any person, (except for those certain intercompany loans described on
Exhibit "C" attached hereto and made a part hereof and except further loans
-----------
from CML to any of its U.S. Subsidiaries or from any Obligor to one of its
U.S. Subsidiaries and except for loans to any Obligor to fund Qualified
Acquisitions or capital expenditures; provided, upon the request of Domestic
Agent, such intercompany loans shall be evidenced by the delivery by the
applicable Obligor of promissory notes and collateral documentation covering
all assets of such Obligor as security for the payment of such intercompany
loan as may be acceptable to Domestic Agent, and provided further that such
intercompany loan transactions shall have been collaterally assigned and
pledged to Domestic Agent, the assignment and pledge of which shall be in
such form and substance as may be acceptable to Domestic Agent) and
prohibiting Obligors from discounting or selling with recourse or for less
than the face value thereof, any of its notes receivable, accounts
receivable or chattel paper;

(xiii) prohibiting Obligors from incurring or permitting to exist
Capital Lease Obligations during any fiscal year in excess of the aggregate
amount of $2,500,000.00 during any fiscal year;

(xiv) prohibiting Obligors from selling, leasing, transferring,
scrapping or otherwise disposing of any of their assets or properties, to
the extent that the fair market value of such assets exceeds $500,000.00 in
the aggregate during any fiscal year unless such sale shall be in the
ordinary course of business for good and fair consideration;

(xv) prohibiting Obligors from creating, or permitting to exist, any
Liens or encumbrances on any of their assets except for Liens as
specifically set forth on Exhibit "B" attached hereto and made a part hereof
-----------
(the "Permitted Encumbrances"), and excluding Liens in favor of Lenders;

(xvi) prohibiting Obligors from making payments to Frank M. Ward,
either as salary, dividends, or otherwise in excess of the aggregate amount
of $750,000.00 per fiscal year;

(xvii) requiring Obligors to maintain, service, repair and keep all
collateral and all of their other assets and properties in good working
order and repair;

13
<PAGE>

(xviii) prohibiting Obligors from changing their respective fiscal
years;

(xix) requiring Obligors to provide to Domestic Agent written notice
promptly upon the creation or acquisition of any Subsidiary;

(xx) prohibiting investments in any person, except for Qualified
Acquisitions; and

(xxi) requiring Obligors to give to Domestic Agent notice promptly upon
any change in management of any of the CML in the offices of President,
chairman or chief financial officer along with a description of the reason
for the change;

17. Financial Information. In addition to other covenants to provide
-----------------------
financial information which Lenders shall require in the Loan Documents, the
Loan Documents shall include the obligation of CML to provide the following
financial information to Domestic Agent, all of which shall be in such form and
detail as may be acceptable to Lenders:

Quarterly (within 45 days after the last day of each fiscal quarter end):
-------------------------------------------------------------------------

10Q report and any other report filed with the Securities and Exchange
Commission
Current accounts receivable listings,
Current inventory listings,
In-house prepared consolidating financial statements
(balance sheet & income statement)
Compliance Certificate, and
Foreign and Domestic Collateral Borrowing Base Certificate

Annually (within 90 days after the last day of fiscal year):
------------------------------------------------------------

10K report and any other report filed with the Securities and Exchange
Commission
Final audited and certified financial statements.
In-house prepared consolidating financial statements
(balance sheet & income statement)
Proposed budget for the existing fiscal year
Management letters and notices by CML to any stockholders generally

18. Financial Covenants. In addition to other financial covenants which
--------------------
shall be required by Lender, the Loan Documents will include the following
financial covenants which shall be maintained at all time, by CML and its
Subsidiaries on a consolidated basis:

(i) Minimum Current Ratio of 1.5 to 1.0;
(ii) Maximum Leverage Ratio of 1.75 to 1.0;
(iii) Minimum Cash Flow Coverage Ratio of 1.5 to 1.0;

14
<PAGE>

(iv) Minimum Tangible Net Worth as of the Closing Date of $24,000,000.00
to June 3, 1996, $26,500,000 to September 3, 1996, $29,500,000 to
December 3, 1996 and $31,000,000 as of March 3, 1997 ; and
(v) Minimum Tangible Net Worth shall increase quarterly from and after
March 3, 1997 by an amount which is no less than ninety percent
(90%) of the consolidated net income (after taxes) of CML and its
Subsidiaries, as determined in accordance with GAAP.

19. Events of Default. In addition to other defaults required by Lenders,
------------------
the following shall constitute Events of Default:

(a) CML shall fail to make any payment or mandatory prepayment of
principal, interest or any other charges upon any of the Domestic Notes or
under any of the Loan Documents, or fail to pay any other Indebtedness after
the same shall become due and payable (whether by extension, renewal,
acceleration or otherwise); or

(b) Badalex or CML Europe shall fail to make any payment or prepayment
of principal or interest under the Multicurrency Operating Loan, or
otherwise an event of default or default shall occur under the Multicurrency
Loan; or

(c) Any Obligor shall fail to duly observe, perform or comply with any
covenant, agreement or term contained in any of the Loan Documents; or

(d) Any representation or warranty of any Obligor made in the loan
agreement or in any writing furnished in connection with or pursuant to any
of the Loan Documents shall have been false, incomplete or misleading in any
material respect on the date when made; or

(e) Any Obligor shall default in the payment of principal of or interest
on any other obligation for money borrowed or received as an advance (or any
obligation under any conditional sale or other title retention agreement, or
any obligation issued or assumed as full or partial payment for property
whether or not secured by any purchase money or other Lien, or any
obligation under notes payable or drafts accepted representing extensions of
credit) beyond any grace period provided with respect thereto, or shall
default in the performance of any other agreement, term or condition
contained in any agreement under which such obligation is created (or if any
other default under any such agreement shall occur and be continuing beyond
any period of grace provided with respect thereto) if the effect of such
default is to cause, or to permit the holder or holders of such obligation
(or a trustee on behalf of such holder or holders) to cause such obligation
to become due prior to its original date of maturity; or

(f) Any of the following: (i) any Obligor shall become insolvent or
unable to pay its debts as they mature, make an assignment for the benefit
of creditors or admit in writing its inability generally to pay its debts as
they become due or fail generally to pay

15
<PAGE>

its debts as they mature; or (ii) an order, judgment or decree is entered
adjudicating any Obligor bankrupt or insolvent; or (iii) any Obligor shall
petition or apply to any Tribunal for the appointment of a trustee,
receiver, custodian or liquidator of any Obligor or of any substantial part
of the assets of any of such parties or shall commence any proceedings
relating to any Obligor under any bankruptcy, reorganization, compromise,
arrangement, insolvency, readjustment of debts, dissolution, or liquidation
Law of any jurisdiction, whether now or hereafter in effect; or (iv) any
such petition or application shall be filed, or any such proceedings shall
be commenced, of a type described in subsection (iii) above, against any
Obligor or by any act of such parties shall indicate its approval thereof,
consent thereto or acquiescence therein, or an order, judgment or decree
shall be entered appointing any such trustee, receiver, custodian or
liquidator, or approving the petition in any such proceedings, and such
order, judgment or decree shall remain unstayed and in effect, if being
vigorously contested, for more than sixty (60) days; or (v) any order,
judgment or decree shall be entered in any proceedings against any Obligor
decreeing the dissolution of any Obligor order, judgment or decree shall
remain unstayed and in effect for more than thirty (30) days; or (vi) any
order, judgment or decree shall be entered in any proceedings against any
Obligor decreeing a split-up of such party which requires the divestiture
of a substantial part of the assets of any Obligor and such order, judgment
or decree shall remain unstayed and in effect for more than thirty (30)
days; or (vii) any Obligor shall fail to make timely payment or deposit of
any amount of Tax required to be withheld by any Obligor and paid to or
deposited to or to the credit of the United States of America pursuant to
the provisions of the Internal Revenue Code of 1986, as amended, in respect
of any and all wages and salaries paid to employees of any Obligor; or

(g) Any final judgment on the merits for the payment of money in an
amount in excess of $100,000 shall be outstanding against any Obligor and
such judgment shall remain unstayed and in effect and unpaid for more than
thirty (30) days; or

(h) A majority of the outstanding voting stock of CML shall be acquired,
directly or indirectly, by a person (or group of persons, acting in concert)
who owns on the date of this Agreement less than five percent (5%) of the
voting stock of CML; or

(i) Any Guarantor shall give notice of asserted discontinuance under its
Guaranty or shall fail to duly observe, perform or comply with any of the
provisions of its Guaranty; or

(j) Any Reportable Event which Domestic Agent determines in good faith
might constitute grounds for the termination of a Plan therein described or
for the appointment by the appropriate United States District Court of a
trustee to administer any such Plan shall have occurred and be continuing
thirty (30) days after written notice to such effect shall have been given
to CML or any such Plan shall be terminated, or a trustee shall be appointed
by a United States District Court to administer any such Plan or the Pension
Benefit Guaranty Corporation shall institute proceedings to terminate any
such Plan or to appoint a trustee to administer any such Plan; or

16
<PAGE>

(k) Any default or event of default under any of the other Loan
Documents; or

(l) Any attempt by any Obligor to challenge the validity or
enforceability of any of the Loan Documents or the existence or priority of
Lenders security interest or rights in any collateral.

20. Expenses. CML agrees at the Closing to pay all costs, expenses and fees
---------
(including reasonable attorney's fees) incurred or suffered by Lenders in
connection with the negotiation, preparation and documentation of the proposed
Loans, including this Commitment Letter. If the negotiations concerning the
Loans are terminated prior to execution of the Loan Documents, CML shall pay the
above mentioned costs, expenses and fees incurred on demand.

21. Reliance. No one other than CML, CML Europe and Badalex and Lenders
---------
shall be entitled to rely on this commitment letter and no one shall be deemed
or construed to be a third party beneficiary of the benefits hereof. This
commitment letter and the rights and benefits hereof shall not be assignable by
CML or any of its Subsidiaries.

22. Oklahoma Law. This document shall be deemed to be executed and
-------------
performable in, and governed by the substantive laws of, the State of Oklahoma.

23. Scope of Commitment. The foregoing is intended to provide a substantive
--------------------
outline of each Lender's respective Commitments rather than a complete statement
of all terms, conditions and documents which will be required in connection with
the Loans described above. Substantive terms or conditions may be changed in
order to account for or reflect changes in statutory or regulatory authorities
governing the subject matter of the transaction.

24. Fees: Unused Portion Fee, Origination Fee and Letter of Credit Fees.
---------------------------------------------------------------------

(a) In addition to the fees described elsewhere herein, CML shall pay to
Domestic Agent the following fees which are to be shared between Lenders based
upon their respective Domestic Loan Percentage as shown in the chart under
Paragraph 3 above:

(i) A fee computed at the rate per annum, based on a year of 360 days,
equal to one eighth of one percent (1/8%) per annum on the daily unborrowed
amount of the Domestic Loans, assuming the Domestic Collateral Borrowing
Base shall allow borrowings under the Domestic Loans for the full amount
thereof, such fee to be payable quarterly in arrears, commencing the first
day of the calendar quarter following the Closing Date;

(ii) Upon closing the Loans contemplated hereby and annually thereafter,
a fee in the amount of $50,769.23 to be paid to Lenders proportionately
based upon their respective interest in the Domestic Loans; and

(iii) In connection with the issuance of Banker's Acceptances, CML
shall pay Domestic Agent fees in accordance with fees generally charged by
BANK IV for banker's

17
<PAGE>

acceptances and in connection with the issuance of Letter's of Credit under
the Domestic Operating Loan, CML shall pay Domestic Agent a fee of three
quarters of one percent (3/4%) of the face amount thereof with a minimum of
$200.00 for each Letter of Credit.

(b) Further, in addition to the fees described elsewhere herein, the
following fees shall be paid to Bank of Boston which shall not be shared between
the Lenders:

(i) Upon closing the Multicurrency Loan contemplated hereby, CML shall
pay to Bank of Boston a fee in the amount of $9,230.77; and

(ii) In connection with the issuance of bank guaranties or Letters of
Credit issued under the Multicurrency Loan, Bank of Boston shall charge CML
Europe and Badalex, as the case may be, shall pay to Bank of Boston fees
generally charged by Bank of Boston for bank guaranties, Letters of Credit
or Banker's Acceptances; and

(iii) Bank of Boston shall charge CML Europe and Badalex, jointly and
severally, a fee computed at the rate per annum, based on a year of 360
days, equal to one eighth of one percent (1/8%) per annum on the daily
unborrowed amount of the Multicurrency Loan, assuming the Multicurrency
Collateral Borrowing Base shall allow borrowings under the Multicurrency
Loan for the full amount thereof, such fee to be payable quarterly in
arrears, commencing the first day of the calendar quarter following the
Closing Date.

25. Lenders. For purposes hereof, with respect to those provisions which
--------
require the consent of Lenders, such consent may be deemed given if granted by a
majority of the Lenders, based upon their respective Domestic Loan Percentages
in the outstanding principal amount of the Domestic Loans at the time such
consent is to be given.

26. Appraisals. Upon request by Domestic Agent, CML shall cause the
-----------
Domestic Equipment Appraisals and Domestic Facility Appraisals to be updated to
a current date and upon request by Bank of Boston, CML shall cause the Foreign
Equipment Appraisals and Foreign Facility Appraisals to be updated to a current
date.

27. Expiration. The proposal for the Commitments described in this letter
-----------
shall remain effective until 5:00 p.m., Tulsa time, on July 8, 1996. If CML
desires to accept this proposal then, on or before such date an authorized
officer should execute a copy of this letter on behalf of CML, Badalex and CML
Europe, respectively and return it to the undersigned, together with the payment
of the execution fee as set forth in Section 28 below, on or before 5:00 p.m.,
Tulsa time, on June 14, 1996; otherwise, this letter shall be terminated and of
no further effect, except that all amounts required to be paid under Section 20,
the provisions of Section 28 and the last paragraph hereof shall survive such
termination.

28. Execution Fee. CML shall pay to Domestic Agent a non-refundable fee in
--------------
the amount of $30,000.00 upon execution hereof by CML (to be distributed to
Lenders proportionately) which, upon closing the transactions contemplated
hereby, shall be applied as

18
<PAGE>

a reduction of the $60,000.00 fee payable at the time of closing as provided in
Paragraph 26 above; provided should the transactions contemplated herein fail to
close for any reason whatsoever by July 31, 1996, the fee paid pursuant to this
Paragraph 28 shall be nonrefundable.

Whether or not the transactions hereby are consummated, CML hereby agrees to
indemnify and hold harmless Lenders and their respective directors, officers,
employees, affiliates and agents (each an "indemnified person") from and against
any and all losses, claims, damages, liabilities (or actions or other
proceedings commenced or threatened in respect thereof) and expenses that arise
out of, result from or in any way relate to this letter, and to reimburse each
indemnified person upon its demand, for any reasonable legal or other expenses,
including legal fees, incurred in connection with investigating, defending
against or participating in any such loss, claim, damage, liability or action or
other proceeding and in connection with the enforcement of the terms and
provisions hereof. Neither Lender shall be responsible to CML or any of its
Subsidiaries or any other person for any consequential damages which may be
alleged. The obligation contained in this paragraph shall survive the closing
of the transactions contemplated herein or survive the termination of this
Letter as set forth in Section 27.

Very truly yours,

BANK IV OKLAHOMA, N.A.

/s/ John D. Pixley

John D. Pixley
Sr. Vice President

THE FIRST NATIONAL BANK OF BOSTON

By /s/ Timothy G. Clifford
--------------------------------
Title Vice President
-----------------------------

19
<PAGE>

ACCEPTED AND AGREED THIS ____ DAY OF
JUNE, 1996:

CHICAGO MINIATURE LAMP, INC.

By:Frank M. Ward
-----------------------------------
Frank M. Ward, President

CHICAGO MINIATURE LAMP, EUROPE, LIMITED

By:Frank M. Ward
-----------------------------------
Frank M. Ward, President

BADALEX LIMITED

By:Frank M. Ward
-----------------------------------
Frank M. Ward, President

20
<PAGE>

EXHIBIT "A"
-----------

DEFINITIONS
-----------

As used herein, capitalized terms shall have the meaning set forth below:

1. "Account Debtor" shall mean the party from whom an Account is owned by
----------------
and payable to the applicable Obligor and represents a sum of money (exclusive
of interest, late charges or carrying charges) unconditionally due and owing to
such Obligor from an account debtor ("Account Debtor") thereof for services
rendered or goods sold or leased by such Obligor to such Account Debtor in the
ordinary course of business and which services or goods have been accepted by
the Account Debtor.

2. "Advances" shall mean all money loaned and all obligations incurred by
----------
CML or any Subsidiary to any Lender, including without limitation all
obligations to reimburse the applicable Lender for its obligations under Letters
of Credit, Banker's Acceptances and bank guaranties.

3. "Applicable Contract" shall mean a written agreement or contract between
---------------------
the applicable Obligor and an Account Debtor, a copy of which, together with all
amendments, has been delivered to Domestic Agent (or Bank of Boston in the case
of a foreign asset) prior to it being used by such Obligor as the basis for an
Eligible Account, and as to which such Obligor has received no notice, whether
in writing or otherwise, that (i) the Account Debtor believes or asserts that
such Obligor is in default or has committed an event of default under the terms
of any contract between such Obligor and such Account Debtor; or (ii) the
Account Debtor has repudiated, is not able to perform, refuses to perform or
disputes that the conditions have been met for the performance (including the
payment of all amounts owing) by the Account Debtor thereunder.

4. "Badalex Facility" shall mean Badalex's manufacturing facility located
------------------
in Surrey, England, including but not limited to real property with all
improvements and appurtenances thereto.

5. "Banker's Acceptance" shall mean the acceptance by either Lender, as
---------------------
applicable, under the Domestic Operating Loan of a Letter of Credit and such
Lender's engagement to honor such Letter of Credit at a specified time as set
forth therein.

6. "Business Day" shall mean a day other than a Saturday, Sunday or
--------------
another day upon which banks in the State of Oklahoma are closed to business
generally.

7. "Capital Lease Obligations" shall mean, for any period, the capital
---------------------------
expenditures of CML and its Subsidiaries on a consolidated basis under any lease
or similar arrangement which, in accordance with GAAP, is classified as a
capital lease.

1
<PAGE>

8. "Cash Flow" shall mean the aggregate earnings of CML and its
-----------
Subsidiaries before interest, taxes, depreciation and amortization expenses, all
as determined in accordance with GAAP.

9. "Cash Flow Coverage Ratio" shall mean the ratio of the Cash Flow of CML
--------------------------
and its Subsidiaries to the aggregate sum of their principal and interest
payments on any indebtedness, taxes, dividends and capitalized leases.

10. "CML Europe Facility" shall mean CML Europe's manufacturing facility
---------------------
located in Leicestershire, England, including but not limited to real property
with all improvements and appurtenances thereto.

11. "Compliance Certificate" shall mean a Certificate of CML in the form
----------------------
acceptable to Lenders thereby certifying that as of the date thereof, CML and
all Obligors are in compliance with all terms and conditions of the Loan
Documents, that all warranties and representations of Obligors under the Loan
Documents (other than those relating to a specific prior date) are as of the
date of such certificate, true, correct and complete and that no Potential
Default or Event of Default then exists.

12. "Commitment" shall mean the agreement of Lenders to make the Domestic
------------
Loans and the agreement of Bank of Boston to make the Multicurrency Loan.

13. "Current Assets" shall mean the value of the current assets of CML and
----------------
its Subsidiaries determined in accordance with GAAP on a consolidated basis.

14. "Current Liabilities" shall mean the amount of current liabilities of
---------------------
CML and its Subsidiaries determined in accordance with GAAP on a consolidated
basis.

15. "Current Ratio" shall mean the ratio of Current Assets to Current
---------------
Liabilities.

16. "Default Rate" shall mean the Applicable Prime Rate plus five percent
--------------
per annum.

17. "Determination Date" shall mean any date not more than five (5) days
--------------------
prior to the date on which the amount of the Domestic or Foreign Collateral
Borrowing Base or other fact is to be determined.

18. "Domestic Appraised Equipment Value" shall mean an amount equal to
------------------------------------
seventy five percent (75%) of the appraised liquidation value of the machinery
and equipment owned by CML or a U.S. Subsidiary and located at, and used by CML
or a U. S. Subsidiary, as the case may be, at the Wynnewood Facility, the Pauls
Valley Facility, the IDI Facility, the Electro Fiberoptics Facility, the
Plastomer Facility, or such other facility or location within the United States
as may be acceptable to and approved by the Domestic Agent, as shown on the most
recent Domestic Equipment Appraisal provided Domestic Agent shall hold a duly
perfected and

2
<PAGE>

enforceable first priority Lien thereon. Any appraisal upon which "Domestic
Appraised Equipment Value" is based shall be in form and shall be based upon the
use of such methodology and be issued by such appraiser as Domestic Agent in its
sole discretion shall deem satisfactory.

19. "Domestic Collateral Borrowing Base Certificate" shall mean a
------------------------------------------------
Certificate of CML in form and detail acceptable to Lenders therein setting
forth a summary of the accounts, inventory, equipment and other collateral of
the Obligors upon which Advances under the Domestic Loans are to be based.

20. "Domestic Equipment Appraisal" shall mean a written evaluation report
------------------------------
of the liquidation value of the machinery and equipment owned by the applicable
Obligor, located and used at the Wynnewood Facility, the Pauls Valley Facility,
the IDI Facility, the Plastomer Facility, or the Fiberoptics Facility or such
other facility as may be acceptable to the Domestic Agent which value shall be
certified, as of a date not more than thirty (30) days prior to the date of the
report, by Larry Perdue of Asset Appraisal Corporation, Edmond, Oklahoma, or
another reputable, qualified and certified appraiser, which has been approved by
Domestic Agent as an acceptable appraiser for the Equipment Appraisal. Any
appraisal upon which "Domestic Appraised Equipment Value" is based shall be in
form and shall be based upon the use of such methodology and be issued by such
appraiser as Domestic Agent in its sole discretion shall deem satisfactory.

21. "Domestic Facility Appraisal" shall mean a written evaluation report of
-----------------------------
the market value of the real property and improvements owned by the applicable
Obligor which are part of the Pauls Valley Facility, Wynnewood Facility, the
Fiberoptics Facility, or such other facility as may be acceptable to Domestic
Agent or described in a mortgage, deed of trust or lien instrument made,
executed and delivered to Domestic Agent, or for the benefit of Domestic Agent,
as security for the Domestic Indebtedness or the unconditional guaranty thereof,
which value shall be certified, as of a date not more than thirty (30) days
prior to the date of the report, by a reputable and qualified appraiser with an
M.A.I. certification, which has been approved by Domestic Agent as an acceptable
appraiser for the Domestic Facility Appraisal. Any appraisal upon which
"Domestic Facility Appraisal" is based shall be in form and shall be based upon
the use of such methodology and be issued by such appraiser as Bank of Boston in
its sole discretion shall deem satisfactory.

22. "Domestic Facility Value" shall mean 75% of the Domestic Facility
-------------------------
Appraisal provided Domestic Agent shall hold a duly perfected and enforceable
first priority Lien thereon.

23. "Domestic Indebtedness" shall mean and include any and all: (i)
-----------------------
indebtedness, obligations and liabilities of CML to Lenders incurred or which
may be incurred or purportedly incurred under the Domestic Loans, including any
extensions, renewals, substitutions, amendments and increases in amount thereof,
including such amounts as may be evidenced by the Domestic Notes and all lawful
interest, loan closing fees, service fees, facility fees, commitment fees, fees
in lieu of balances and other charges, and all reasonable costs and

3
<PAGE>

expenses incurred in connection with the preparation, filing and recording of
the Loan Documents, including attorneys fees and legal expenses; (ii) all other
indebtedness, obligations (whether direct or indirect, primary or secondary,
fixed or contingent) and liabilities of CML to Lenders under the Domestic Loans
or Loan Documents, including future advances and loans made by Lenders to CML
and any extensions, renewals, substitutions, amendments and increases in amount
thereof, (iii) all reasonable costs and expenses paid or incurred by Lenders,
including attorneys fees, in enforcing or attempting to enforce collection of
any Domestic Indebtedness and in enforcing or realizing upon or attempting to
enforce or realize upon any collateral or security for any Domestic
Indebtedness, including interest on all sums so expended by Lenders accruing
from the date upon which such expenditures are made until paid, at an annual
rate equal to the Default Rate; (iv) all sums expended by Lenders in curing any
Potential Default or Event of Default or Default under the terms of the loan
agreement, the other Loan Documents or any other writing evidencing or securing
the payment of the Domestic Notes together with interest on all sums so expended
by Lenders accruing from the date upon which such expenditures are made until
paid, at an annual rate equal to the Default Rate; (v) all reasonable costs and
expenses paid or incurred by Domestic Agent, including attorneys fees and legal
expenses, in enforcing or attempting to enforce any right, remedy or cause of
action of Lenders against any Guarantor under its Guaranty or otherwise,
including interest on all sums so expended by Lenders accruing from the date
upon which such expenditures are made until paid, at an annual rate equal to the
Default Rate; and (vi) all "Indebtedness" or "Secured Indebtedness" as said
terms are defined in each of the Loan Documents relating to the Domestic Loans.

24. Eligible Accounts. For the purposes of this Agreement, an "Eligible
------------------
Account" shall mean an Account (as defined in Article 9 of the applicable
Uniform Commercial Code and which has been earned by performance or with respect
to Plastomer, as defined by the Personal Property Security Act of Ontario
("PPSA") or with respect to Badalex and CML Europe, as defined in the applicable
local law relating thereto) for which the Invoice Date has occurred and which
meets the following standards until the same is collected in full:

(a) The Account is owned by and payable to the applicable Obligor and
represents a sum of money (exclusive of interest, late charges or carrying
charges)

(i) unconditionally due and owing to the applicable Obligor from an
Account Debtor thereof for services rendered or goods sold or leased by
such Obligor to such Account Debtor in the ordinary course of business
and which services or goods have been accepted by the Account Debtor

or;

(ii) due and owing to the applicable Obligor from an Account Debtor
for services rendered or goods sold or leased by such Obligor

4
<PAGE>

to such Account Debtor pursuant to the terms of an Applicable Contract
between such Account Debtor and such Obligor;

and such sum of money does not remain unpaid for a period in excess of
ninety (90) days beyond the Invoice Date;

(b) The Account is not a contra account and is not otherwise subject to
any dispute, set-off, recoupment, counterclaim or other claim which would
reduce the amount to be paid by the Account Debtor to such applicable
Obligor, and the Account Debtor has not received or requested permission to
pay the same in installments or otherwise later than were originally due and
payable; it being further understood that contract retainages will not
constitute Eligible Accounts;

(d) The Account Debtor is a person (including a partnership of which all
partners are residents of the continental United States of America)
domiciled in, a resident of or duly organized under the laws of the country
or a state, province or other political subdivision, of the country in which
the Obligor to which the Account is owed is located;

(e) The Account Debtor has not ceased business, made an assignment for
the benefit of creditors or attempted to make a composition with its
creditors and no trustee, receiver, receiver and manager, liquidator,
conservator, custodian or like officer has been appointed to take custody,
possession or control of the Account Debtor or any substantial portion of
the assets in general of such Account Debtor. The Account Debtor has not
become or been adjudged to be insolvent, requested or consented to the
appointment of any receiver, receiver and manager, trustee, custodian,
liquidator or like officer or become subject to the control or supervision
of any court or other governmental body or officer for the purpose of
liquidating its assets, winding up its affairs or for the purpose of any
financial reorganization, rehabilitation or other relief under any law or
statute now or hereafter in force affording relief to debtors from their
obligations or affecting the rights of creditors generally;

(f) If ten percent (10%) or more of any Account or Accounts with any
Account Debtor shall be unpaid for a period in excess of ninety (90) days
from the Invoice Date, all Accounts owing by such Account Debtor shall not
be Eligible Accounts and, if the aggregate accounts of any one Account
Debtor constitute more than fifteen percent (15%) of the total accounts of
the applicable Obligor at any one time, the amount of all such accounts in
excess of fifteen percent (15%) shall not be deemed Eligible Accounts;
provided however, that upon prior application by CML to Domestic Agent
setting forth in writing the extent of and reasons for

5
<PAGE>

the excess of such concentration limits, Lenders IV in their sole discretion
may allow by instrument in writing certain Accounts in excess of the fifteen
percent (15%) concentration limit to be included in Eligible Accounts;

(g) The applicable Obligor, has in its possession and under its control
shipping tickets, bills of lading, invoices, delivery receipts and other
written business records and memoranda sufficient to document the validity
and enforceability of such Accounts, the amount thereof and to enforce
collection thereof;

(h) The Account Debtor has neither attempted to return the goods or
services, the sale or delivery of which created or gave rise to the Account,
nor refused to accept the goods or services, nor attempted to revoke any
acceptance thereof or requested any allowance or adjustment with respect to
such goods or services or the price thereof or payment terms, nor made
partial payment on a specific invoice or amount due under an Applicable
Contract which is being disputed;

(i) Domestic Agent shall not have notified CML in writing that the
Account or the Account Debtor is not an Eligible Account for reasons deemed
by Domestic Agent in its sole discretion to be sufficient reasons for
rejecting such Account or Account Debtor;

(j) The Account is not evidenced by any promissory note, trade
acceptance, or judgment and does not constitute Chattel Paper or an
Instrument (as those terms are defined in Article 9 of the applicable
Uniform Commercial Code or with respect to Plastomer, as defined by the PPSA
or as otherwise defined by the local law relating to the applicable
Obligor);

(k) All notices, documents or other filings required to be filed in any
public office or with any public officer in connection with the Account have
been duly filed with and accepted by the appropriate public office or
officer;

(l) The Account Debtor is not directly or indirectly a parent,
Subsidiary or an affiliate of any Obligor, nor a corporation, partnership or
other entity controlled by or under common control with, directly or
indirectly, any Obligor nor a person, corporation, partnership or other
entity located in a country other than the country in which the Obligor to
which the Account is owed is located;

(m) The Account Debtor is not a director, officer or an employee of any
Obligor nor a member of the family of any director, officer or employee of
any Obligor nor any proprietorship, partnership, corporation or other entity
owned in whole or in part by any such director, officer or employee of any
Obligor or by any member of the family of any such person;

6
<PAGE>

(n) The Account is not subject to the statutes of the United States of
America or Canada or England or any other jurisdiction, as the case may be,
requiring notice of the assignment of claims against the United States of
America or Canada or England, as the case may be, or any agency or
instrumentality thereof unless (i) CML shall have given Domestic Agent
advance notice of the officer, office and filing address for notice, and
telephone number for such office (ii) CML shall have executed all documents
which shall have been requested by Domestic Agent in connection with the
notice of assignment of such claims, (iii) Domestic Agent has filed such
notice in the appropriate manner and shall have received confirmation
thereof to its satisfaction, and (iv) Domestic Agent shall have received an
opinion of CML's counsel, acceptable to the Domestic Agent and its counsel,
to the effect that all requisite action has been taken to properly perfect
Domestic Agent's security interest in such Account, properly provide notice
of such assignment of claims and to assure that payment thereof will be made
to Domestic Agent; and

(o) The Account is subject to a first and prior perfected Lien in favor
of Domestic Agent or Bank of Boston, as the case may be and the Account is
not subject to the security interest, lien or claim of any person other than
BANK IV or Bank of Boston, subject to the Intercreditor Agreement.

The above specifications with respect to the term "Eligible Account" are
special specifications adopted for the purpose of determining the Domestic
Collateral Borrowing Base and the designation of such specifications shall
not be interpreted to limit in any respect the security interest granted to
Domestic Agent in not only Eligible Accounts but all Accounts.

25. Eligible Inventory shall mean Inventory (as defined in Article 9 of the
------------------
applicable Uniform Commercial Code or with respect to Plastomer, as defined in
the PPSA or with respect to Badalex or CML Europe, as defined under the laws of
England) (i) owned by the applicable Obligor, provided that such Inventory has
not been so owned and held for a period of more than one year and provided
further that such Inventory (i) is subject to an enforceable and duly perfected
first priority Lien in favor of Domestic Agent, (ii) is located at a storage
yard, warehouse, manufacturing facility or other location described in a
security agreement granted in favor of Domestic Agent or is otherwise owned by
such Obligor and in transit to such Obligor's storage yard, warehouse or
manufacturing facility or other location described in the security agreement or
other loan documentation, or (iii) is being acquired by such Obligor and for
which a Letter of Credit has been issued. The value of each item of Inventory
shall be the lesser of (i) the cost of such item of Inventory to such Obligor
exclusive of any transportation, handling or other charges incurred in acquiring
such item, and (ii) the present fair market value of such item of Inventory as
determined by Domestic Agent, in its sole discretion. Eligible Inventory shall
not include (i) Inventory classified as non-stock items, obsolete goods and
goods not readily marketable, (ii) Inventory held by such Obligor on
consignment, (iii) Inventory subject to any floor planning arrangement, and (iv)
Inventory in which any Obligor has granted

7
<PAGE>

a purchase money security interest to a person other than Domestic Agent. The
above specifications with respect to the term "Eligible Inventory" are special
specifications adopted for the purpose of determining the applicable Collateral
Borrowing Base and the designation of such specifications shall not be
interpreted to limit in any respect the security interest granted to Domestic
Agent in not only such Eligible Inventory but in all Inventory.

26. "Foreign Equipment Appraisal" shall mean a written evaluation report of
-----------------------------
the liquidation value of the machinery and equipment owned by the applicable
Obligor, located and used at the Badalex Facility or the CML Europe Facility, or
such other facility as may be acceptable to Bank of Boston which value shall be
certified, as of a date not more than thirty (30) days prior to the date of the
report, by Larry Perdue of Asset Appraisal Corporation, Edmond, Oklahoma, or
another reputable, qualified and certified appraiser, which has been approved by
Bank of Boston as an acceptable appraiser for the Equipment Appraisal. Any
appraisal upon which "Domestic Appraised Equipment Value" is based shall be in
form and shall be based upon the use of such methodology and be issued by such
appraiser as Bank of Boston in its sole discretion shall deem satisfactory.

27. "Foreign Facility Appraisal" shall mean a written evaluation report of
----------------------------
the market value of the real property and improvements owned by the applicable
Obligor which are part of the Badalex Facility or the CML Europe Facility, or
such other facility which is located outside of the United States or Canada as
may be acceptable to Bank of Boston or described in a mortgage, deed of trust or
lien instrument made, executed and delivered to Bank of Boston or for the
benefit of Bank of Boston, as security for the repayment of the Multicurrency
Loan or the unconditional guaranty thereof, which value shall be certified, as
of a date not more than thirty (30) days prior to the date of the report, by a
reputable and qualified appraiser with an M.A.I. certification, which has been
approved by Bank of Boston as an acceptable appraiser for the Facility
Appraisal. Any appraisal upon which "Foreign Facility Appraisal" is based shall
be in form and shall be based upon the use of such methodology and be issued by
such appraiser as Bank of Boston in its sole discretion shall deem satisfactory.

28. "Foreign Facility Value" shall mean 65% of the Foreign Facility
------------------------
Appraisal provided Bank of Boston shall hold a duly perfected and enforceable
first priority Lien thereon..

29. "Fiberoptics Facility" means Electro Fiberoptics manufacturing facility
----------------------
located in Marlborough, Massachusetts, including but not limited to the real
property together with all improvements and appurtenances thereto.

30. "Foreign Appraised Equipment Value" shall mean an amount equal to sixty-
-----------------------------------
five percent (65%) of the appraised liquidation value of the machinery and
equipment owned by CML or a Subsidiary and located at, and used by CML or a
Subsidiary, as the case may be, at the Badalex Facility or the CML Europe
Facility or such other facility or location located outside of the United States
as may be acceptable to and approved by Bank of Boston, as shown on the most
recent Equipment Appraisal and in which a first priority Lien has been pledged,
granted and perfected in favor of or for the benefit of Bank of Boston. Any
appraisal upon which

8
<PAGE>

"Foreign Appraised Equipment Value" is based shall be in form and shall be based
upon the use of such methodology and be issued by such appraiser as Bank of
Boston in its sole discretion shall deem satisfactory.

31. "Foreign Collateral Borrowing Base Certificate" shall mean a
-----------------------------------------------
Certificate of Badalex and CML Europe in form and detail acceptable to Bank of
Boston therein setting forth a summary of the accounts, inventory, equipment and
other collateral of the Obligors upon which Advances under the Multicurrency
Loan are to be based.

32. "GAAP" shall mean generally accepted accounting principles applied on a
------
consistent basis in all material respects to those applied in the preceding
period. Unless otherwise indicated herein, all accounting terms will be defined
according to GAAP.

33. "Guarantors" shall mean Industrial Devices, Inc., a New Jersey
------------
corporation, Plastomer, Inc., an Ontario corporation, CML Fiberoptics, Inc., a
Massachusetts corporation, Electro Fiberoptics, Inc., a Massachusetts
corporation, Fredon Development Industries, Inc., a New Jersey corporation, and
all other U.S. Subsidiaries of CML, now or in the future.

34. IDI Facility shall mean IDI's manufacturing facility located in
------------
Hackensack, New Jersey.

35. "Invoice Date" shall mean (i) the date of the first invoice for the
--------------
services rendered or the goods sold or leased by an Obligor to an Account
Debtor, if not pursuant to an Applicable Contract, which shall not be prior to
the Account Debtor's receipt of the goods or services which are the subject
thereof, or (ii) the first date upon which payment is due under an Applicable
Contract for the services rendered or the goods sold or leased by such Obligor
pursuant thereto.

36. "Laws" shall mean all statutes, laws, ordinances, regulations, orders,
------
writs, injunctions, or decrees of the United States, any state or commonwealth,
any municipality, any foreign country, any territory or possession, or any
Tribunal.

37. "Letters of Credit" shall mean any and all letters of credit issued by
--------------------
BANK IV (or Bank of Boston as provided under the Multicurrency Loan) pursuant to
the request of CML or its Subsidiary which at any time remain outstanding and
subject to draw by the beneficiary, whether in whole or in part, and all
confirmations and back up letters of credit issued for the account of CML or its
Subsidiaries.

38. "Leverage Ratio" shall mean the ratio of Total Liabilities to Tangible
----------------
Net Worth of CML and its Subsidiaries.

39. "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
------
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, any lease in
the nature thereof, and the filing of or agreement

9
<PAGE>

to give any financing statement or other similar form of public notice under the
Laws of any jurisdiction).

40. "Obligors" shall mean CML, all Guarantors and their respective
--- ----------
Subsidiaries.

41. "Pauls Valley Facility" shall mean CML's manufacturing facility located
-----------------------
in Pauls Valley, Oklahoma, including but not limited to real property together
with all improvements and appurtenances thereto.

42. "Plastomer Facility" shall mean Plastomer's manufacturing facility
--------------------
located in Barrie, Ontario, including but not limited to real property together
with all improvements and appurtenances thereto.

43. "Subsidiary" shall mean any corporation in which CML owns or controls
------------
(directly or indirectly) fifty percent (50%) or more of the outstanding capital
stock.

44. "Tangible Net Worth" shall mean, on any date as of which the amount
--------------------
thereof is to be determined, the sum of the following for CML and its
Subsidiaries determined on a consolidated basis in accordance with GAAP:

(a) The amount of stated capital (less cost of treasury shares and less
intangibles, including goodwill, licensing agreements, patents, trademarks,
trade names, organization expense, unamortized debt discount, deferred
charges and other like intangibles),

plus
----

(b) The amount of surplus and retained earnings (or, in the case of surplus
or retained earnings deficit, minus the amount of such deficit),

45. "Taxes" shall mean all taxes, assessments, fees, or other charges or
-------
levies from time to time or at any time imposed by any Laws or by any Tribunal.

46. "Total Liabilities" shall mean the amount of all liabilities of the CML
-------------------
and its Subsidiaries determined in accordance with GAAP on a consolidated basis.

47. "Tribunal" shall mean any municipal, state, commonwealth, Federal,
----------
foreign, territorial or other sovereign, governmental entity, governmental
department, court, commission, board, bureau, agency or instrumentality.

48. "Wynnewood Facility" shall mean CML's manufacturing facility located in
--------------------
Wynnewood, Oklahoma, including but not limited to real property, together with
all improvements and appurtenances thereto.

10
<PAGE>

Exhibit "B"
-----------
(Indebtedness of CML & all Subsidiaries)

Limitation on Indebtedness:
- ---------------------------

(i) indebtedness owing by Plastomer to RoyNat Inc. in an amount not to
exceed $750,000 Canadian plus accrued interest (the "RoyNat
Indebtedness").

(ii) indebtedness owing by Electro Fiberoptics, Inc. in an amount not to
exceed $100,000.00 plus accrued interest (the "Fiberoptics
Indebtedness") in favor of The Town of Northboro, as guaranteed by CML.

(iii) bank indebtedness owing by ALBA Speziallampen Holding GmbH i.G. ("ALBA")
in an amount not to exceed the aggregate amount of DM 8,200,000 (the
"ALBA Indebtedness")

Limitation on Liens:
- -------------------

(i) Liens in favor of Domestic Agent securing the Indebtedness;

(ii) Liens arising in the ordinary course of business for sums not due or
sums being contested in good faith and by appropriate proceedings and
not involving any deposits, advances, borrowed money or the deferred
purchase price of property or services;

(iii) Liens permitted to exist under the terms of any of the Security
Instruments;

(iv) liens in favor of RoyNat Inc. encumbering the assets of Plastomer
(except accounts and inventory) securing the RoyNat Indebtedness.

(v) liens in favor of The Town of Northboro encumbering the assets of
Electro-Fiberoptics, Inc. securing the Fiberoptics Indebtedness.

(vi) liens in favor of German financial institutions encumbering the real
property of ALBA securing the ALBA Indebtedness but not to exceed the
aggregate amount of DM 5,000,000.00.
<PAGE>

EXHIBIT "C"
-----------

INTERCOMPANY INDEBTEDNESS

LOAN FROM IDI INTERNATIONAL TO
ALBA HOLDINGS FOR $8,000,000.00
<PAGE>

August 27, 1996

Mr. Frank Ward, President
Chicago Miniature Lamp, Inc.
P.O. Box 101
Canton, MA 02021

Re: Commitment Letter dated July 1, 1996 by and among
The First National Bank of Boston ("Bank of Boston")
and BANK IV Oklahoma, N.A. ("BANK IV"), as Lenders,
and Chicago Miniature Lamp, Inc. ("CML"), as Borrower,
among others (the "Commitment Letter")

Dear Mr. Ward:

As you know, the Commitment Letter described above provides a Closing Date
(as defined therein) of July 31, 1996, unless otherwise extended in writing by
the Domestic Agent. You have requested that the Closing Date be extended to
October 31, 1996, and in connection therewith, as Domestic Agent, this letter is
written to confirm our consent to such extension of the Closing Date to October
31, 1996. In connection with such extension, CML has agreed to pay to Domestic
Agent a further non-refundable fee in the amount of $15,000.00 (to be
distributed to Lenders proportionately) which upon closing the transactions
contemplated by the Commitment Letter, shall be applied as a reduction of the
$60,000.00 fee payable at the time of closing as provided in Paragraph 26 of the
Commitment Letter; provided should the transactions contemplated by the
Commitment Letter fail to close for any reason whatsoever by October 31, 1996,
the fee paid pursuant to Paragraph 28 of the Commitment Letter as well as this
letter shall be non-refundable.

Please execute one copy of this letter in the space provided below to
evidence your acknowledgement and agreement to the foregoing.

Very truly yours,

/s/ John D. Pixley

John D. Pixley
Sr. Vice President
<PAGE>

ACCEPTED AND AGREED THIS ___ DAY
OF AUGUST, 1996.

CHICAGO MINIATURE LAMP, INC.

By: /s/ Frank M. Ward
__________________________
Frank M. Ward, President

CHICAGO MINIATURE LAMP, EUROPE, LIMITED

By: /s/ Frank M. Ward
__________________________
Frank M. Ward, President

BADALEX LIMITED

By: /s/ Frank M. Ward
__________________________
Frank M. Ward, President

<PAGE>

EXHIBIT 21.1
------------

CHICAGO MINIATURE LAMP, INC. ("CML")

SUBSIDIARIES AND PARTNERSHIP INTERESTS
<TABLE>
<CAPTION>

JURISDICTION TYPE OF PERCENT
SUBSIDIARY OR PARTNERSHIP OF INCORPORATION INTEREST* OWNED OWNED BY
- -------------------------------------- ---------------- --------- ------ -------------
<S> <C> <C> <C> <C>

Industrial Devices, Inc. ("IDI") New Jersey C 100% CML

Plastomer Inc. Ontario C 100% IDI

Fredon Development Industries, Inc. New Jersey C 100% IDI

IDI Internacional S.A. Costa Rica C 100% IDI

Badalex Limited ("Badalex") England C 100% CML

CML Shipping Limited England C 100% Badalex

Chicago Miniature Lamp
Europe Limited England C 100% Badalex

CML Lighting Limited England C 100% CML

CML Fiberoptics, Inc. Massachusetts C 100% CML
("Fiberoptics")

Electro Fiberoptics Corp. Massachusetts C 100% Fiberoptics

CML Air, Inc. New Hampshire C 100% CML

Alba Speziallampen Holding
GmbH ("Alba Holding") Germany LLC 100% CML

W. Albrecht GmbH u. Co KG
("Albrecht GmbH") Germany LP 99.9% Alba Holding

W. Albrecht GmbH u. Co KG
("Albrecht GmbH") Germany GP .1% Alba GmbH

Alba Speziallampen GmbH Germany LLC 100% Alba Holding
("Alba GmbH")

W. Albrecht Grundstucksgesellschaft Germany LP 99.9% Alba Holding
GmbH u Co GbR

</TABLE>
<PAGE>

<TABLE>

<S> <C> <C> <C> <C>
W. Albrecht Grundstucksgesellschaft Germany GP .1% CML
GmbH u Co GbR

Arnold GmbH Germany LLC 100% Alba Holding

BSC Arnold GmbH & Co Germany GP 100% Alba Holding
Softwareentwicklung und-beratung**

Alba Light Design GmbH Germany LLC 100% Albrecht GmbH

A & S Electric, spol.s.r.o. Czech Republic LLC 60% Albrecht GmbH
(GmbH) (CZ)

Alba Technology (M) Sdn. Bhd. Malaysia C 70% CML

Alba Lamps, Inc. Illinois C 100% CML

</TABLE>

* C= Corporation, LLC=Limited Liability Company, LP=Limited Partnership
Interest, GP=General Partnership Interest

** Merger into Alba Holding by legal succession is in process.

<PAGE>

EXHIBIT 23.1(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated January 15, 1996, for Chicago Miniature Lamp,
Inc., June 11, 1996 for the ALBA Group, and August 28, 1996 for STT Badalex
Limited, in the Registration Statement (Form S-1) and related Prospectus of
Chicago Miniature Lamp, Inc. for the registration of 4,255,000 shares of its
common stock.

Ernst & Young LLP

Chicago, Illinois
August 28, 1996

<PAGE>

EXHIBIT 23.1(b)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Plastomer Inc.

We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated July 4, 1996, December 22, 1995 and February 28, 1995
with respect to the financial statements of Plastomer Inc. included in the
Registration Statement (Form S-1) and related Prospectus of Chicago Miniature
Lamp, Inc. for the registration of 4,255,000 shares of its common stock.

/s/ Hards Pearson

Barrie, Ontario, Canada,
August 26, 1996. Chartered Accountants

<PAGE>

ARTHUR
ANDERSEN

EXHIBIT 23.1(c)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated December 23, 1994
(except for Notes 2(j),3,7 and 10 for which the date is February 27, 1995
included in Registration Statement No. 33-90416. It should be noted that we have
not audited any financial statements of the company subsequent to November 27,
1994 or performed any audit procedures subsequent to the date of our report.

ARTHUR ANDERSEN LLP

/s/ ARTHUR ANDERSEN LLP

Boston, Massachusetts
August 26, 1996