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                                                                    Exhibit 10.3

                            FIRST AMENDMENT AGREEMENT

         This First Amendment Agreement is effective as of the 17th day of
August, 1999, by and among ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio
corporation ("U.S. Borrower"), VENTURE LIGHTING POWER SYSTEMS, NORTH AMERICA
INC. (f.k.a. Ballastronix Incorporated), a corporation organized under the laws
of the Province of Nova Scotia, CANADIAN LIGHTING SYSTEMS HOLDING, INCORPORATED,
a corporation organized under the laws of the Province of Nova Scotia
(collectively, "Canadian Borrowers" and, individually, "Canadian Borrower"),
PARRY POWER SYSTEMS LIMITED (Company No. 2833448, f.k.a. Venture Lighting Europe
Ltd.), incorporated under the laws of England, VENTURE LIGHTING EUROPE LTD.
(Company No. 3341889, f.k.a. Parry Power Systems Limited), incorporated under
the laws of England (collectively, "UK Borrowers" and, individually, "UK
Borrower"; and together with U.S. Borrower and Canadian Borrowers, collectively,
"Borrowers" and, individually, "Borrower"), the banking institutions listed on
Schedule 1 to the Credit Agreement, as hereinafter defined ("Banks"), and PNC
BANK, NATIONAL ASSOCIATION, as agent for the Banks ("Agent"):

         WHEREAS, Borrowers, Agent and the Banks are parties to a certain Credit
Agreement dated as of May 21, 1999, that provides, among other things, for loans
aggregating Seventy-Five Million Dollars ($75,000,000), all upon certain terms
and conditions stated therein ("Credit Agreement");

         WHEREAS, Borrowers, Agent and the Banks desire to amend the Credit
Agreement to add and to modify certain provisions thereof; and

         WHEREAS, each term used herein shall be defined in accordance with the
Credit Agreement.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other valuable considerations, Borrowers,
Agent and the Banks hereby agree as follows:

         1. Article I of the Credit Agreement is hereby amended to delete the
definitions of "Canadian Base Rate Loan", "Canadian Borrowing Base", "Canadian
Exposure", "Canadian Fixed Rate Loan", "Canadian Letter of Credit Commitment",
"Canadian Letter of Credit Exposure", "Canadian Revolving Credit Commitment",
"Designated Lending Office", "Dollar Equivalent", "Indenture", "Required Banks",
"Total Unused Credit Availability" therefrom in their entirety and to insert in
place thereof, respectively, the following:

                  "Canadian Base Rate Loan" shall mean a Revolving Loan
         described in subsection 3 of Section 2.1A hereof on which Canadian
         Borrowers shall pay interest at a rate based on the Base Rate.

                  "Canadian Borrowing Base" shall mean an amount not in excess
         of the sum of the following: (a) eighty-five percent (85%) of the
         Dollar Equivalent of the aggregate amount due and owing on the Eligible
         Receivables of each Canadian Borrower, plus (b) the lesser of (i) (A)
         fifty-five percent (55%) of the Dollar Equivalent of the aggregate of
         the Eligible

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         Raw Materials of each Canadian Borrower, plus (B) sixty-five percent
         (65%) of the Dollar Equivalent of the aggregate of the Eligible
         Inventory of each Canadian Borrower, or (ii) the CAD Equivalent, at any
         time of determination, of Three Million Dollars ($3,000,000); provided,
         however that the amount of the Canadian Borrowing Base may be increased
         or decreased by Agent and the Banks at any time and from time to time,
         in the exercise of their sole discretion and each Canadian Borrower
         consents to any such increases or decreases and acknowledges that
         decreasing the amount of the Canadian Borrowing Base or increasing the
         reserves may limit or restrict Canadian Revolving Loans requested by
         Canadian Borrowers.

                  "Canadian Exposure" shall mean, at any time, the sum of (a)
         the aggregate principal amount of all Canadian Revolving Loans
         outstanding, and (b) the Canadian Letter of Credit Exposure.

                  "Canadian Fixed Rate Loan" shall mean a Revolving Loan
         described in subsection 3 of Section 2.1A hereof on which Canadian
         Borrowers shall pay interest at a rate based on the Eurodollar Rate.

                  "Canadian Letter of Credit Commitment" shall mean the
         commitment of the Fronting Bank, on behalf of the Canadian Banks, to
         issue Letters of Credit during the Commitment Period in an aggregate
         outstanding face amount which shall never exceed One Million Dollars
         ($1,000,000), on the terms and conditions set forth in subsection 3(b)
         of Section 2.1A hereof.

                  "Canadian Letter of Credit Exposure" shall mean the sum of (a)
         the aggregate undrawn face amount of all issued and outstanding
         Canadian Letters of Credit, and (b) the aggregate draws made on
         Canadian Letters of Credit that are not yet reimbursed by Canadian
         Borrowers or converted to Canadian Revolving Loans pursuant to
         subsection 3(b) of Section 2.1A hereof.

                  "Canadian Revolving Credit Commitment" shall mean the
         obligation hereunder of the Canadian Banks to make Canadian Revolving
         Loans and to participate in the issuance of Canadian Letters of Credit
         up to an aggregate principal amount outstanding at any time equal to
         the lesser of (a) Six Million Dollars ($6,000,000) or (b) the Canadian
         Borrowing Base (or such lesser amount as shall be determined pursuant
         to Section 2.8 hereof).

                  "Designated Lending Office" shall mean the main office of
         Agent.

                  "Dollar Equivalent" of any amount stated in Canadian Dollars
         shall mean the Dollar equivalent of such amount, determined by Agent on
         the basis of its spot rate at approximately 10:00 A.M. (Cleveland, Ohio
         time) on the date two (2) Business Days before the date of such
         determination, for the purchase of CAD with Dollars for delivery on the
         date of such determination.


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                  "Indenture" shall mean that certain Indenture between Advanced
         Lighting Technologies, Inc., as issuer, and The Bank of New York, as
         trustee, dated as of March 18, 1998, as amended and as the same may,
         with the prior written consent of Agent and the Required Banks (which
         shall not be unreasonably withheld), from time to time be further
         amended, restated, supplemented or otherwise modified.

                  "Required Banks" shall mean the holders of at least sixty-six
         and two-thirds percent (66-2/3%) of the Commitment, or, if there is any
         borrowing hereunder, the holders of at least sixty-six and two-thirds
         percent (66-2/3%) of the aggregate amount of Dollars outstanding under
         the Notes; provided, however that if one (1) Bank has at least
         sixty-six and two-thirds percent (66-2/3%) but less than one hundred
         percent (100%) of the Commitment, or the amount outstanding, as
         applicable, then Required Banks shall mean such Bank and one (1) other
         Bank.

                  "Total Unused Credit Availability" shall mean, at any time,
         the difference between (a) the sum of (i) the U.S. Borrowing Base, (ii)
         the UK Borrowing Base and (iii) the Canadian Borrowing Base, minus (b)
         the sum of (i) the Revolving Credit Exposure and (ii) such reserves
         against availability that are provided for under this Agreement and
         determined in accordance with this Agreement.

         2. Article I of the Credit Agreement is hereby amended to delete the
definitions of "CAD Equivalent", "Canadian Base Rate", "Canadian Domestic Rate"
and "Derived Canadian Fixed Rate" therefrom in their entirety.

         3. The Credit Agreement is hereby amended to delete the first paragraph
of Section 2.1A therefrom and to insert in place thereof the following:

                  SECTION 2.1. AMOUNT AND NATURE OF CREDIT. Subject to the terms
         and conditions of this Agreement, each Bank shall participate to the
         extent hereinafter provided in making Loans to and issuing Letters of
         Credit at the request of Borrowers in such aggregate amount as
         Borrowers shall request pursuant to the Commitment; provided, however,
         that in no event shall the aggregate principal amount of all Loans and
         Letters of Credit outstanding under this Agreement be in excess of the
         Total Commitment Amount.

         4. The Credit Agreement is hereby amended to delete subsections (d) and
(f) of Section 2.2 therefrom and to insert in place thereof, respectively, the
following:

                  (d) with respect to any Canadian Revolving Loan, receipt by
         Agent of a Notice of Loan from a Canadian Borrower, such notice to be
         received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of
         borrowing or conversion with respect to a Canadian Base Rate Loan, and,
         with respect to the making, conversion or continuation of any Canadian
         Fixed Rate Loans, by 11:00 A.M. (Cleveland, Ohio time) three (3)
         Business Days prior to the proposed date of borrowing, conversion or
         continuation. Agent shall notify each

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         Canadian Bank of the date, amount and Interest Period (if applicable)
         promptly upon the receipt of such notice, and, in any event, by 2:00
         P.M. (Cleveland, Ohio time) on the date such notice is received. On the
         date that any such Canadian Revolving Loan is to be made, each Canadian
         Bank shall provide Agent, at the Designated Lending Office not later
         than 3:00 P.M. (Cleveland, Ohio time), with the Dollar amount in
         federal or other immediately available funds required of it;

                  (f) each request of (i) U.S. Borrower for a U.S. Base Rate
         Loan shall be in an amount of not less than Five Hundred Thousand
         Dollars ($500,000), increased by increments of One Hundred Thousand
         Dollars ($100,000), and a Eurodollar Loan shall be in an amount of not
         less than Five Million Dollars ($5,000,000), increased by increments of
         Five Hundred Thousand Dollars ($500,000), (ii) a UK Borrowers for a UK
         Base Rate Loan shall be in an amount of not less than Five Hundred
         Thousand Dollars ($500,000), increased by increments of One Hundred
         Thousand Dollars ($100,000), and a UK Fixed Rate Loan shall be in an
         amount of not less than One Million Dollars ($1,000,000), increased by
         increments of Five Hundred Thousand Dollars ($500,000), and (iii) a
         Canadian Borrower for a Canadian Base Rate Loan shall be in an amount
         of not less than One Million Dollars ($1,000,000), increased by
         increments of One Hundred Thousand Dollars ($100,000), and a Canadian
         Fixed Rate Loan shall be in an amount of not less than One Million
         Dollars ($1,000,000), increased by increments of One Hundred Thousand
         Dollars ($100,000);

         5. The Credit Agreement is hereby amended to delete subsection 3 of
Section 2.1A therefrom and to insert in place thereof the following:

         3.       Canadian Credit Facility.

         (a)      Canadian Revolving Loans.

                  Subject to the terms and conditions of this Agreement, during
         the Commitment Period (but subject to Section 2.11 hereof), the
         Canadian Banks shall make a Canadian Revolving Loan or Canadian
         Revolving Loans to Canadian Borrowers in such amount or amounts as
         Canadian Borrowers may from time to time request. Canadian Borrowers
         shall not request a Canadian Revolving Loan (and the Canadian Banks
         shall not be obligated to make a Canadian Revolving Loan) if, after
         giving effect thereto, (a) the Canadian Exposure would exceed the
         Canadian Revolving Credit Commitment, or (b) the sum of (i) the UK
         Exposure, (ii) the U.S. Revolving Exposure, (iii) the Canadian Exposure
         and (iv) the U.S. Letter of Credit Exposure would exceed the Maximum
         Revolving Credit Commitment Amount.

                  Canadian Borrowers shall have the option, subject to the terms
         and conditions set forth herein, to borrow Canadian Revolving Loans,
         maturing on the last day of the Commitment Period, by means of any
         combination of (a) Canadian Base Rate Loans, or (b) Canadian Fixed Rate
         Loans.

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                  Canadian Borrowers shall pay interest on the unpaid principal
         amount of Canadian Base Rate Loans outstanding from time to time from
         the date thereof until paid at the Base Rate from time to time in
         effect. Interest on such Canadian Base Rate Loans shall be payable,
         commencing June 1, 1999, and on the 1st day of each succeeding month
         thereafter, and at the maturity thereof.

                  Canadian Borrowers shall pay interest on the unpaid principal
         amount of each Canadian Fixed Rate Loan outstanding from time to time,
         from the date thereof until paid, at the Derived Eurodollar Rate, fixed
         in advance for each Interest Period as herein provided for each such
         Interest Period. Interest on such Canadian Fixed Rate Loans shall be
         payable on each Interest Adjustment Date with respect to an Interest
         Period (provided that if an Interest Period exceeds three (3) months,
         the interest must be paid every three (3) months, commencing three (3)
         months from the beginning of such Interest Period).

                  At the request of Canadian Borrowers, subject to the notice
         and other provisions of Section 2.2 hereof, the Canadian Banks shall
         convert Canadian Base Rate Loans to Canadian Fixed Rate Loans at any
         time and shall convert Canadian Fixed Rate Loans to Canadian Base Rate
         Loans on any Interest Adjustment Date.

                  The obligation of Canadian Borrowers to repay the Canadian
         Base Rate Loans and the Canadian Fixed Rate Loans made by each Canadian
         Bank and to pay interest thereon shall be evidenced by a Canadian
         Revolving Credit Note of Canadian Borrowers in the form of EXHIBIT C
         hereto, and payable to the order of such Canadian Bank in the principal
         amount of its pro rata share of the Canadian Revolving Credit
         Commitment, or, if less, the aggregate unpaid principal amount of
         Canadian Revolving Loans made hereunder by such Canadian Bank.

                  Subject to the provisions of this Agreement, Canadian
         Borrowers shall be entitled under this subsection 3 of Section 2.1A to
         borrow funds, repay the same in whole or in part and re-borrow
         hereunder at any time and from time to time during the Commitment
         Period.

         (b)      Canadian Letters of Credit.

                  Subject to the terms and conditions of this Agreement, during
         the Commitment Period, such Canadian Bank as shall agree to be the
         Fronting Bank for such Canadian Letter of Credit shall, in its own
         name, but only as agent for the Canadian Banks, issue such Canadian
         Letters of Credit for the account of a Canadian Borrower, as such
         Canadian Borrower may from time to time request. No Canadian Borrower
         shall request any Canadian Letter of Credit (and no Fronting Bank shall
         be obligated to issue any Canadian Letter of Credit) if, after giving
         effect thereto, (i) the Canadian Letter of Credit Exposure would exceed
         the Canadian Letter of Credit Commitment, (ii) the Canadian Exposure
         would exceed the amount of the Canadian Revolving Credit Commitment, or
         (iii) the sum of (A) the Canadian Exposure, (B) the U.S. Revolving
         Exposure, (C) the UK Exposure and (D) the U.S.

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         Letter of Credit Exposure would exceed the Maximum Revolving Credit
         Commitment Amount. The issuance of each Letter of Credit shall confer
         upon each Canadian Bank the benefits and liabilities of a participation
         consisting of an undivided pro rata interest in the Canadian Letter of
         Credit to the extent of that Canadian Bank's percentage of the Canadian
         Revolving Credit Commitment.

                  Each request for a Canadian Letter of Credit shall be
         delivered to Agent not later than 11:00 A.M. (Cleveland, Ohio time)
         three (3) Business Days prior to the day upon which the Canadian Letter
         of Credit is to be issued. Each such request shall be in a form
         acceptable to Agent and shall specify the face amount thereof, whether
         such Canadian Letter of Credit is a commercial documentary or a standby
         Letter of Credit, the account party, the beneficiary, the intended date
         of issuance, the expiry date thereof, and the nature of the transaction
         to be supported thereby. Concurrently with each such request, the
         Canadian Borrower for whose benefit the Letter of Credit is to be
         issued, shall execute and deliver to Agent an appropriate application
         and agreement, being in the standard form of the Fronting Bank for such
         letters of credit, as amended to conform to the provisions of this
         Agreement if required by Agent. Agent shall give each Canadian Bank
         notice of each such request for a Canadian Letter of Credit.

                  In respect of each Canadian Letter of Credit and the drafts
         thereunder, if any, issued for the account of a Canadian Borrower,
         Canadian Borrowers agree (i) to pay to Agent, for the pro rata benefit
         of the Canadian Banks, (A) with respect to each Canadian Letter of
         Credit that is a standby letter of credit, a commission based upon the
         face amount of the Canadian Letter of Credit, which shall be paid
         quarterly in arrears, on the first day of each July, October, January
         and April, in an amount per annum equal to (1) the then current
         Applicable Margin for Canadian Fixed Rate Loans (i.e. the Applicable
         Margin for Canadian Fixed Rate Loans in effect on the date such
         Canadian Letter of Credit is issued and, as to each quarterly payment
         thereafter, the Applicable Margin for Canadian Fixed Rate Loans in
         effect on the date of such quarterly payment), times (2) the average
         undrawn face amount of such Canadian Letter of Credit during such
         fiscal quarter, and (B) with respect to each Canadian Letter of Credit
         that is a commercial documentary letter of credit, a non-refundable
         commission based upon the face amount of the Canadian Letter of Credit,
         which shall be paid on the date that any draw is made on a Canadian
         Letter of Credit, in an amount equal to (1) the then current Applicable
         Margin for Canadian Fixed Rate Loans, times (2) the amount drawn under
         the Canadian Letter of Credit; (ii) to pay to Agent, for the sole
         account of the Fronting Bank, an additional Canadian Letter of Credit
         fee, which shall be paid on each date that such Canadian Letter of
         Credit is issued or renewed at the rate of one-eighth percent (1/8 of
         1%) of the face amount of such Canadian Letter of Credit; and (iii) to
         pay to Agent for the sole account of the Fronting Bank, such other
         issuance, amendment, negotiation, draw, acceptance, telex, courier,
         postage and similar transactional fees as are generally charged by the
         Fronting Bank under its fee schedule as in effect from time to time.


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                  Whenever a Canadian Letter of Credit is drawn, Canadian
         Borrowers shall immediately reimburse the Fronting Bank for the amount
         drawn. In the event that the amount drawn is not reimbursed by Canadian
         Borrowers within one (1) Business Day of the drawing of such Canadian
         Letter of Credit, at the sole option of Agent and the Fronting Bank,
         Canadian Borrowers shall be deemed to have requested a Canadian
         Revolving Loan, subject to the provisions of subsection 3(a) of Section
         2.1A in the amount drawn. Such Canadian Revolving Loan shall be
         evidenced by the Canadian Revolving Credit Notes. Each Canadian Bank
         agrees to make a Canadian Revolving Loan on the date of such notice,
         subject to no conditions precedent whatsoever. Each Canadian Bank
         acknowledges and agrees that its obligation to make a Canadian
         Revolving Loan pursuant to subsection 3(a) of Section 2.lA when
         required by this subsection 3(b) of Section 2.1A is absolute and
         unconditional and shall not be affected by any circumstance whatsoever,
         including, without limitation, the occurrence and continuance of an
         Unmatured Event of Default or Event of Default, and that its payment to
         Agent, for the account of the Fronting Bank, of the proceeds of such
         Canadian Revolving Loan shall be made without any offset, abatement,
         recoupment, counterclaim, withholding or reduction whatsoever and
         whether or not such Canadian Bank's Canadian Revolving Credit
         Commitment shall have been reduced or terminated. Canadian Borrowers
         irrevocably authorize and instruct Agent to apply the proceeds of any
         borrowing pursuant to this subsection 3(b) of Section 2.1A to
         reimburse, in full, the Fronting Bank for the amount drawn on such
         Canadian Letter of Credit. Each such Canadian Revolving Loan shall be
         deemed to be a Canadian Base Rate Loan unless otherwise requested by
         and available to Canadian Borrowers hereunder. Each Canadian Bank is
         hereby authorized to record on its records relating to its Canadian
         Revolving Credit Note such Canadian Bank's pro rata share of the
         amounts paid and not reimbursed on the Canadian Letters of Credit.

         6. The Credit Agreement is hereby amended to delete subparts (a), (b),
(c), (e) and (f) of Section 2.5 therefrom and to insert in place thereof,
respectively, the following:

                  SECTION 2.5. PAYMENT ON NOTES, ETC.

                  (a) PAYMENTS IN DOLLARS. All payments of principal, interest
         and commitment and other fees shall be made to Agent in Dollars and in
         immediately available funds for the account of the Banks. Payments must
         be received at the Designated Lending Office not later than 11:00 A.M.
         (Cleveland, Ohio time) to be deemed to have been made and received on
         that day.

                  (b)      [Intentionally omitted.]

                  (c)      [Intentionally omitted.]

                  (e)      PAYMENTS NET OF TAXES.


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                           (i) GENERAL PROVISIONS. All payments under this
                  Agreement shall be made absolutely net of, without deduction
                  or offset for, and altogether free and clear of, any and all
                  present and future taxes, levies, deductions, charges and
                  withholdings and all liabilities with respect thereto, under
                  the laws of the United States of America or any foreign
                  jurisdiction (or any state or political subdivision thereof),
                  excluding income and franchise taxes imposed on any Bank (and
                  withholding relating thereto) under the laws of the United
                  States of America, the United Kingdom or Canada or any other
                  foreign jurisdiction (or any state or political subdivision
                  thereof). If any Borrower is compelled by law to deduct any
                  such taxes or levies (other than such excluded taxes) or to
                  make any such other deductions, charges or withholdings, then
                  such Borrower shall pay such additional amounts as may be
                  necessary in order that the net payments after such deduction,
                  and after giving effect to any United States or foreign
                  jurisdiction (or any state or political subdivision thereof)
                  income taxes required to be paid by the Banks in respect of
                  such additional amounts, shall equal the amount of interest
                  provided in Section 2.1 hereof for each Loan plus any
                  principal then due.

                           (ii) FOREIGN FACILITIES. In addition, and
                  specifically with respect to the Canadian Revolving Credit
                  Commitment and the UK Revolving Credit Commitment:

                                    (A) All payments on account of principal, if
                           any, and interest shall be made without set-off or
                           counterclaim and, unless otherwise required by law,
                           shall be made free and clear of and without deduction
                           for withholding tax or similar tax, present or
                           future, imposed by any taxing authority in Canada,
                           the United Kingdom or otherwise (in this subsection
                           (ii) hereof, a Tax). If a Borrower is required to
                           withhold or pay any Tax, it shall make the required
                           withholding and payment in accordance with and within
                           the time allowed by law, and shall nonetheless pay to
                           the appropriate Bank such additional amounts as are
                           necessary to cause such Bank actually to receive in
                           full all amounts (after taking account of any further
                           deduction or withholding which is required to be made
                           as a consequence of the payment of such additional
                           amounts) on account of principal and interest or
                           other fees or amounts owing to it hereunder, as if
                           such Tax had not been paid. As soon as practicable
                           after the date any Tax becomes due and payable, such
                           Borrower shall give to such Bank the original or a
                           copy of a receipt for the payment of the Tax, or if
                           such receipts are not issued by or received from the
                           taxing authority to which the Tax was paid, a
                           certificate of an officer of such Borrower,
                           confirming the date and amount of the payment so made
                           and reasonable details of the calculation of the
                           amount due.

                                    (B) Such Borrower shall indemnify and save
                           such Bank harmless from and against any claim,
                           liability, loss, cost, expense (including without

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                           limitation legal, accounting and other professional
                           fees, and interest and penalty charges or fines
                           imposed by any taxing authority in respect of or
                           arising from non-payment of such Tax) to which such
                           Bank may be exposed or which it may incur, by reason
                           of such Borrower's failure to make punctual payment
                           of any amount required to be paid to a taxing
                           authority pursuant to subsection (A) hereof.

                                    (C)     [Intentionally omitted.]

                                    (D)     [Intentionally omitted.]

                  (f) PAYMENTS TO BANKS. Upon Agent's receipt of payments
         hereunder, Agent shall immediately distribute, in immediately available
         funds, to each Bank its ratable share, if any, of the amount of
         principal, interest, and facility and other fees received by it for the
         account of such Bank. Each Bank shall record any principal, interest or
         other payment, the principal amounts of the Loans, all prepayments and
         the applicable dates, including Interest Periods, with respect to the
         Loans made and payments received by such Bank, by such method as such
         Bank may generally employ; provided, however, that failure to make any
         such entry shall in no way detract from the obligations of the
         respective Borrowers under each such Note. The aggregate unpaid amount
         of Loans, types of Loans and Interest Periods with respect to such
         Loans set forth on the records of Agent shall be rebuttably presumptive
         evidence of the principal and interest owing and unpaid on each Note.

         7. The Credit Agreement is hereby amended to delete Section 2.6(b)
therefrom in its entirety and to insert in place thereof the following:

         (b)      PREPAYMENT FEES.

                  (i) (A) If U.S. Borrower terminates the Revolving Credit
         Commitment on or prior to the date that is three (3) years from the
         Closing Date, then U.S. Borrower shall pay a prepayment fee to Agent,
         for the pro rata benefit of the Banks, in an amount equal to two
         percent (2%) times the Maximum Revolving Credit Commitment Amount, or
         (B) if U.S. Borrower terminates the Term Loan Commitment on or prior to
         the date that is three (3) years from the Closing Date, then U.S.
         Borrower shall pay a prepayment fee to Agent, for the pro rata benefit
         of the Banks, in an amount equal to two percent (2%) times the Maximum
         Term Loan Commitment Amount; provided, however, that so long as Agent
         remains Agent under any replacement credit facility, then the
         prepayment fees set forth in this Section 2.6(b)(i) shall not apply;

                  (ii) Without limiting anything else herein, in any case of
         prepayment of a Eurodollar Loan, U.S. Borrower agrees that if the
         reinvestment rate for Eurodollars, as quoted by the money desk of Agent
         (the "Reinvestment Rate"), shall be lower than the Eurodollar Rate
         applicable to the Eurodollar Loan that is intended to be prepaid
         (hereinafter,

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         "Last Eurodollar"), then U.S. Borrower shall, upon written notice by
         Agent, promptly pay to Agent, for the benefit of the Banks, in
         immediately available funds, a prepayment fee equal to the product of
         (A) a rate (the "Prepayment Rate") which shall be equal to the
         difference between the Last Eurodollar and the Reinvestment Rate, times
         (B) the principal amount of the Eurodollar Loan that is to be prepaid,
         times (C) (i) the number of days remaining in the Interest Period of
         the Eurodollar Loan that is to be prepaid divided by (ii) three hundred
         sixty (360). In addition, U.S. Borrower shall immediately pay directly
         to Agent, for the account of the Banks, the amount of any additional
         costs or expenses (including, without limitation, reasonable or
         standard costs of telex, wires, or cables) incurred by Agent or the
         Banks in connection with the prepayment, upon U.S. Borrower's receipt
         of a written statement from Agent;

                  (iii) Without limiting anything else herein, in the case of
         prepayment of a Canadian Fixed Rate Loan, Canadian Borrowers agree that
         if the reinvestment rate for Eurodollars, as quoted by the money desk
         of Agent (the "Reinvestment Rate"), shall be lower than the Eurodollar
         Rate applicable to the Canadian Fixed Rate Loan that is intended to be
         prepaid (hereinafter, "Last Eurodollar"), then Canadian Borrowers
         shall, upon written notice by Agent, promptly pay to Agent at the
         appropriate Designated Lending Office, for the benefit of the Canadian
         Banks, in immediately available funds, a prepayment fee equal to the
         product of (A) a rate (the "Prepayment Rate") which shall be equal to
         the difference between the Last Eurodollar and the Reinvestment Rate,
         times (B) the principal amount of the Canadian Fixed Rate Loan that is
         to be prepaid, times (C) (1) the number of days remaining in the
         Interest Period of the Canadian Fixed Rate Loan which is to be prepaid
         divided by (2) three hundred sixty (360); and

                  (iv) Without limiting anything else herein, in any case of
         prepayment of a Eurodollar Loan, UK Borrowers agree that if the
         reinvestment rate for Eurodollars, as quoted by the money desk of Agent
         ("Reinvestment Rate"), shall be lower than the Eurodollar Rate
         applicable to the Eurodollar Loan that is intended to be prepaid
         (hereinafter, "Last Eurodollar"), then UK Borrowers shall, upon written
         notice by Agent, promptly pay to Agent, for the benefit of the Banks,
         in immediately available funds, a prepayment fee equal to the product
         of (A) a rate (the "Prepayment Rate") which shall be equal to the
         difference between the Last Eurodollar and the Reinvestment Rate, times
         (B) the principal amount of the Eurodollar Loan that is to be prepaid,
         times (C) (1) the number of days remaining in the Interest Period of
         the Eurodollar Loan that is to be prepaid divided by (2) three hundred
         sixty (360). In addition, UK Borrowers shall immediately pay directly
         to Agent, for the account of the Banks, the amount of any additional
         costs or expenses (including, without limitation, reasonable or
         standard costs of telex, wires, or cables) incurred by Agent or the
         Banks in connection with the prepayment, upon UK Borrowers' receipt of
         a written statement from Agent;

         8. The Credit Agreement is hereby amended to delete Section 2.7
therefrom in its entirety and to insert in place thereof the following:

                                       10

<PAGE>   11



                  SECTION 2.7. FACILITY AND OTHER FEES.

                  (a) U.S. Borrower shall pay to Agent, for the ratable account
         of the Banks, as a consideration for the Revolving Credit Commitments
         hereunder, a facility fee from the Closing Date until the last day of
         the Commitment Period equal to (i) the Facility Fee Rate times (ii) (A)
         the Maximum Revolving Credit Commitment Amount, less (B) the average
         aggregate principal amount of all Revolving Loans outstanding for the
         time period for which such payment is being made, less (C) the average
         aggregate amount of all issued and outstanding Letters of Credit for
         the time period for which such payment is being made. The facility fee
         shall be payable, in arrears, on July 1, 1999, and on the first day of
         each October, January, April and July thereafter and on the last day of
         the Commitment Period.

                  (b) U.S. Borrower shall pay to Agent, for the sole benefit of
         Agent, all fees set forth in the Agent Fee Letter.

         9. The Credit Agreement is hereby amended to delete subsection (c) of
Section 2.10 therefrom in its entirety and to insert in place thereof the
following:

                  (c) If the Canadian Exposure at any time exceeds the Canadian
         Revolving Credit Commitment, Canadian Borrowers shall, as promptly as
         practicable, but in no event later than the next Business Day, prepay
         an aggregate principal amount of Canadian Revolving Loans sufficient to
         bring the Canadian Exposure within the Canadian Revolving Credit
         Commitment.

         10. The Credit Agreement is hereby amended to delete Section 2.11
therefrom in its entirety and to insert in place thereof the following:

                  SECTION 2.11. CANADIAN REVOLVING CREDIT COMMITMENT. Borrowers
         acknowledge that, as of the Closing Date, no "Canadian Bank" exists
         hereunder to make Canadian Revolving Loans or issue Canadian Letters of
         Credit pursuant to the Canadian Revolving Credit Commitment. Despite
         the lack of a "Canadian Bank" hereunder, and with the understanding by
         Borrowers that one (1) or more of the Companies may incur adverse tax
         consequences as a result thereof, Borrowers desire that Canadian
         Borrowers utilize the Canadian Commitment and have requested of the
         Banks, and the Banks hereby agree, that, on an interim basis only,
         until such time as a "Canadian Bank" shall become a Canadian Bank
         hereunder, the Banks that are not Canadian Banks will make the Canadian
         Revolving Loans and Agent (or a Fronting Bank if Agent is not the
         Fronting Bank) will issue Canadian Letters of Credit hereunder. Such
         interim Canadian Revolving Loans shall for all purposes hereunder and
         under the other Loan Documents be Canadian Revolving Loans. More
         specifically, Borrowers agree with Agent and the Banks that the
         Canadian Revolving Loans made to Canadian Borrowers and Canadian
         Letters of Credit issued at the request of Canadian Borrowers by or on
         behalf of all of the Banks on an interim basis as described above shall
         be secured by all of the Collateral, as defined in the Security
         Documents

                                       11

<PAGE>   12



         executed by the Canadian Borrowers, regardless of the fact that those
         Security Documents refer to the extending of credit by "the Canadian
         Banks". The Canadian Borrowers shall execute a Canadian Revolving
         Credit Note payable to each Bank in the amount of each Bank's
         Commitment Percentage of the amount of the Canadian Revolving Credit
         Commitment. In addition, all indemnifications of the Canadian Banks by
         Canadian Borrowers shall be applicable to the Banks making the Canadian
         Revolving Loans and participating in the issuance of Canadian Letters
         of Credit to the extent of the Canadian Revolving Credit Commitment.
         Furthermore, at such time as a Canadian Bank becomes a Bank hereunder,
         (a) each Borrower agrees with Agent and the Banks that, in the event
         that such Canadian Bank requires an amendment to this Agreement in
         order to clarify and conform the interest rate and similar terms used
         in this Agreement with the normal procedures and term (including
         interest rate) typically used by such Canadian Bank, then each
         Borrower, Agent and the Banks shall promptly execute such amendment
         agreement, and (b) each Canadian Borrower agrees, upon request of
         Agent, to execute new Canadian Revolving Credit Notes in form and
         substance satisfactory to Agent and the Canadian Banks.

         11. The Credit Agreement is hereby amended to delete Section 3.2
therefrom in its entirety and to insert in place thereof the following:

                  SECTION 3.2. TAX LAW, ETC. In the event that by reason of any
         law, regulation or requirement or in the interpretation thereof by an
         official authority, or the imposition of any requirement of any central
         bank whether or not having the force of law, any Bank shall, with
         respect to this Agreement or any transaction under this Agreement, be
         subjected to any tax, levy, impost, charge, fee, duty, deduction or
         withholding of any kind whatsoever (other than any tax imposed upon the
         total net income of such Bank) and if any such measures or any other
         similar measure shall result in an increase in the cost to such Bank of
         making or maintaining any Fixed Rate Loan or in a reduction in the
         amount of principal, interest or facility fee receivable by such Bank
         in respect thereof, then such Bank shall promptly notify the
         appropriate Borrowers stating the reasons therefor. The applicable
         Borrowers shall thereafter pay to such Bank, upon demand from time to
         time on Interest Adjustment Dates with respect to such Fixed Rate Loan,
         as additional consideration hereunder, such additional amounts as shall
         fully compensate such Bank for such increased cost or reduced amount. A
         certificate as to any such increased cost or reduced amount, setting
         forth the calculations therefor, shall be submitted by such Bank to the
         appropriate Borrowers and shall, in the absence of manifest error, be
         conclusive and binding as to the amount thereof.

                  If any Bank determines that such Bank has actually received or
         realized any tax refund or any reduction of, or credit against, such
         Bank's tax liabilities in or with respect to the taxable year in which
         the additional amount is paid pursuant to this Section 3.2, such Bank
         shall pay to such Borrower an amount that such Bank shall, in its sole
         discretion, determine is equal to the net benefit, after tax, which was
         obtained by such Bank in such year as a consequence of such tax
         benefit; provided, however, that any Bank may determine in its

                                       12

<PAGE>   13



         sole discretion consistent with the policies of such Bank whether to
         seek a tax benefit, and nothing in this Section 3.2 shall require a
         Bank to disclose any confidential information to any Borrower
         (including, without limitation, its tax returns). If a Bank later
         determines, based on an audit or otherwise, that it was not entitled to
         the full amount of any refund reimbursed to any Borrower as aforesaid
         or that its net income taxes are not reduced by a credit or deduction
         for the full amount of taxes reimbursed to any Borrower as aforesaid,
         such Borrower, upon demand of such Bank, shall promptly pay to such
         Bank the amount so refunded to which such Bank was not so entitled, or
         the amount by which the net income taxes of such Bank were not so
         reduced, as the case may be.

                  Notwithstanding any other provision of this Agreement, after
         any such demand for compensation by any Bank, the appropriate
         Borrowers, upon at least three (3) Business Days' prior written notice
         to such Bank through Agent, may prepay any affected Fixed Rate Loan in
         full or convert such Fixed Rate Loan to a Base Rate Loan regardless of
         the Interest Period of any thereof. Any such prepayment or conversion
         shall be subject to the prepayment fees set forth in Section 2.6
         hereof.

         12. The Credit Agreement is hereby amended to delete Section 3.3
therefrom in its entirety and to insert in place thereof the following:

                  SECTION 3.3. FIXED RATE LOANS UNAVAILABLE OR INTEREST RATE
         UNASCERTAINABLE. In respect of any Fixed Rate Loan, in the event that
         Agent shall have determined that dollar deposits of the relevant amount
         for the relevant Interest Period for such Fixed Rate Loan are not
         available to Agent in the applicable eurodollar market, or that, by
         reason of circumstances affecting such market, adequate and reasonable
         means do not exist for ascertaining the interest rate applicable to
         such Interest Period, Agent shall promptly give notice of such
         determination to the affected Borrowers and (a) any notice of a new
         Fixed Rate Loan (or conversion of an existing Loan to a Fixed Rate
         Loan) previously given by such Borrowers and not yet borrowed (or
         converted, as the case may be) shall be deemed a notice to make a Base
         Rate Loan, and (b) the affected Borrowers shall be obligated either to
         prepay, or to convert to a Base Rate Loan, any outstanding Fixed Rate
         Loan on the last day of the then current Interest Period with respect
         thereto.

         13. The Credit Agreement is hereby amended to add new subparts (j), (k)
and (l) to Section 5.3 thereof as follows:

                  (j) as frequently as Agent may request, but no less frequently
         than monthly, a Borrowers' Certificate prepared by a Financial Officer
         of U.S. Borrower;

                  (k) within twenty (20) days after the end of each month, an
         accounts aging report and an inventory report of each Company, in form
         and substance satisfactory to Agent and the Required Banks; and


                                       13

<PAGE>   14



                  (l) a weekly delivery of Borrowers' assignment of sales.

         14. The Credit Agreement is hereby amended to delete subpart (c) of
Section 8.5 therefrom and to insert in place thereof the following:

                  (c) Except as set forth in Section 2.11 of this Agreement,
         only the Canadian Banks shall be obligated, upon the terms and
         conditions set forth in this Agreement, to fund Canadian Revolving
         Loans and participate in the issuance of Canadian Letters of Credit;
         provided that, anything in this Agreement to the contrary
         notwithstanding, upon the earlier of (i) the occurrence of an Event of
         Default specified in Section 7.12 hereof, or (ii) the acceleration of
         the Debt pursuant to Section 8.2 hereof (hereinafter, a "Equalization
         Event"), each Bank agrees with the other Banks that if it, at any time,
         shall obtain any Advantage over the other Banks, or any thereof, in
         respect of the Debt (except under Article III hereof) then outstanding,
         then such Bank having an Advantage shall purchase from the other Banks,
         including the Canadian Banks, for cash and at par, such additional
         participation in the Debt as shall be necessary to nullify the
         Advantage. As used herein, "Equalization Date" shall mean the date that
         the Equalization Event occurs.

         15. The Credit Agreement is hereby amended to delete Schedule 1 thereto
in its entirety and to insert in place thereof a new Schedule 1 in the form of
Schedule 1 attached hereto.

         16. The Credit Agreement is hereby amended to delete Exhibit C thereto
in its entirety and to substitute in place thereof a new Exhibit C in the form
of Exhibit C attached hereto.

         17. Concurrently with the execution of this First Amendment Agreement:

         (a) Canadian Borrowers shall execute and deliver to Agent for delivery
to the Banks new Canadian Revolving Credit Notes dated as of August 17, 1999,
and such Canadian Revolving Credit Notes shall be in the form and substance of
Exhibit C attached hereto; provided, however, that, upon each Bank's receipt of
a new Canadian Revolving Credit Note from Canadian Borrowers, such Bank shall
mark its Canadian Revolving Credit Note being replaced thereby "Replaced" and
return the same to Agent for delivery to Canadian Borrowers;

         (b) Borrowers shall cause each Guarantor of Payment to consent and
agree to and acknowledge the terms of this First Amendment Agreement;

         (c) Borrowers shall deliver such other documents as may reasonably be
required by Agent in connection with this First Amendment Agreement; and

         (d) Borrowers shall pay all legal fees and expenses of Agent in
connection with this First Amendment Agreement.


                                       14

<PAGE>   15



         18. Borrowers hereby represent and warrant to Agent and the Banks that
(a) each Borrower has the legal power and authority to execute and deliver this
First Amendment Agreement; (b) the officers executing this First Amendment
Agreement have been duly authorized to execute and deliver the same and bind
such Borrower with respect to the provisions hereof; (c) the execution and
delivery hereof by Borrowers and the performance and observance by Borrowers of
the provisions hereof do not violate or conflict with the organizational
agreements of any Borrower or any law applicable to any Borrower or result in a
breach of any provision of or constitute a default under any other agreement,
instrument or document binding upon or enforceable against any Borrower; (d) no
Unmatured Event of Default or Event of Default exists under the Credit
Agreement, nor will any occur immediately after the execution and delivery of
this First Amendment Agreement or by the performance or observance of any
provision hereof; (e) neither Borrower nor any Guarantor of Payment is aware of
any claim or offset against, or defense or counterclaim to, any of Borrowers' or
any Guarantor of Payment's obligations or liabilities under the Credit Agreement
or any Related Writing; and (f) this First Amendment Agreement constitutes a
valid and binding obligation of each Borrower in every respect, enforceable in
accordance with its terms.

         19. Each reference that is made in the Credit Agreement or any other
writing to the Credit Agreement shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise specifically
provided, all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby. This First Amendment Agreement is a Related
Writing as defined in the Credit Agreement.

         20. Each Borrower and each Guarantor of Payment, by signing below,
hereby waives and releases Agent and each of the Banks and their respective
directors, officers, employees, attorneys, affiliates and subsidiaries from any
and all such claims, offsets, defenses and counterclaims of which any Borrower
and any Guarantor of Payment is aware, such waiver and release being with full
knowledge and understanding of the circumstances and effect thereof and after
having consulted legal counsel with respect thereto.

         21. This First Amendment Agreement may be executed in any number of
counterparts, by different parties hereto in separate counterparts and by
facsimile signature, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.

         22. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of
laws.

                  [Remainder of Page Intentionally Left Blank]


                                       15

<PAGE>   16

         23. JURY TRIAL WAIVER. BORROWERS, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG ANY BORROWER, AGENT AND THE BANKS, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT
IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY
TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION
CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG
BORROWERS, AGENT AND THE BANKS, OR ANY THEREOF.

ADVANCED LIGHTING TECHNOLOGIES, INC.

By: /s/ Nicholas R. Sucic
   ---------------------------------------
        Nicholas R. Sucic, Vice President


VENTURE LIGHTING POWER SYSTEMS,              CANADIAN LIGHTING SYSTEMS
NORTH AMERICA INC. (f.k.a.                          HOLDING, INCORPORATED
Ballastronix Incorporated)


By: /s/ R. G. Douglas Oulton                 By: /s/ R. G. Douglas Oulton
   ---------------------------------            -------------------------------
Title: VP Finance                            Title: VP Finance
      ------------------------------               ----------------------------

PARRY POWER SYSTEMS LIMITED                  VENTURE LIGHTING EUROPE LTD.

By: /s/ S. D. Weaver                         By: /s/ W. Ian Wilkinson
   ---------------------------------            -------------------------------
Title: Sales Director                        Title: Director
      ------------------------------               ----------------------------

PNC BANK, NATIONAL ASSOCIATION,              BANKBOSTON, N.A., as a Bank
    as Agent and as a Bank

By: /s/ Richard Muse, Jr.                    By: /s/ Paul R. Crimlisk
   ---------------------------------            -------------------------------
Title: Vice President                        Title: Vice President
      ------------------------------               ----------------------------



                                       16

<PAGE>   17

                                   SCHEDULE 1


<TABLE>
<CAPTION>
Financial            Commitment        Revolving          Canadian        UK Revolving        Term Loan         Maximum
Institution          Percentage          Credit          Revolving           Credit          Commitment         Amount
                                       Commitment          Credit          Commitment          Amount
                                         Amount          Commitment          Amount
                                                           Amount
<S>                     <C>           <C>                <C>               <C>               <C>              <C>
PNC Bank,                80%          $40,000,000        $4,800,000        $4,800,000        $20,000,000      $60,000,000
National
Association
-------------------------------------------------------------------------------------------------------------------------
BankBoston,              20%          $10,000,000        $1,200,000        $1,200,000        $ 5,000,000      $15,000,000
N.A.
-------------------------------------------------------------------------------------------------------------------------
Total                   100%          $50,000,000        $6,000,000        $6,000,000        $25,000,000      $75,000,000
-------------------------------------------------------------------------------------------------------------------------
Maximum                               $50,000,000
Revolving
Credit
Commitment
Amount
-------------------------------------------------------------------------------------------------------------------------
Maximum                                                                                      $25,000,000
Term Loan
Commitment
Amount
-------------------------------------------------------------------------------------------------------------------------
Total                                                                                                         $75,000,000
Commitment
Amount
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       17

<PAGE>   18



                                    EXHIBIT C

                         CANADIAN REVOLVING CREDIT NOTE

$________________                                                Cleveland, Ohio
                                                                August ___, 1999

         FOR VALUE RECEIVED, the undersigned, VENTURE LIGHTING POWER SYSTEMS,
NORTH AMERICA INC. (f.k.a. Ballastronix Incorporated) and CANADIAN LIGHTING
SYSTEMS HOLDING, INCORPORATED (collectively "Canadian Borrowers", and
individually "Canadian Borrower"), jointly and severally, promise to pay on the
last day of the Commitment Period, as defined in the Credit Agreement (as
hereinafter defined), to the order of _________ ("Canadian Bank") at the
Designated Lending Office, as defined in the Credit Agreement, the principal sum
of

 ......................................................................   DOLLARS

or the aggregate unpaid principal amount of all Canadian Revolving Loans made by
Canadian Bank to Canadian Borrowers pursuant to subsection 3 of Section 2.1A of
the Credit Agreement, whichever is less, in lawful money of the United States of
America. As used herein, "Credit Agreement" means the Credit Agreement dated as
of May 21, 1999, among Advanced Lighting Technologies, Inc., as U.S. Borrower,
Canadian Borrowers and certain Subsidiaries as UK Borrowers, the banks named
therein and PNC Bank, National Association, as Agent, as the same may from time
to time be restated, amended or otherwise modified. Capitalized terms used
herein shall have the meanings ascribed to them in the Credit Agreement.

         Canadian Borrowers also promise to pay interest on the unpaid principal
amount of each Canadian Revolving Loan from time to time outstanding, from the
date of such Canadian Revolving Loan until the payment in full thereof, at the
rates per annum which shall be determined in accordance with the provisions of
subsection 3 of Section 2.1A of the Credit Agreement. Such interest shall be
payable on each date provided for in such subsection 3 of Section 2.1A;
provided, however, that interest on any principal portion which is not paid when
due shall be payable on demand.

         The portions of the principal sum hereof from time to time representing
Canadian Base Rate Loans and Canadian Fixed Rate Loans, and payments of
principal thereof, shall be shown on the records of Canadian Bank by such method
as Canadian Bank may generally employ; provided, however, that failure to make
any such entry shall in no way detract from the obligations of Canadian
Borrowers under this Note.

         If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof
and the unpaid interest thereon shall bear interest, until paid, at a rate per
annum

                                       18

<PAGE>   19



which shall be the Default Rate. All payments of principal of and interest on
this Note shall be made in immediately available funds.

         This Note is one of the Canadian Revolving Credit Notes referred to in
the Credit Agreement. Reference is made to the Credit Agreement for a
description of the right of the undersigned to anticipate payments hereof, the
right of the holder hereof to declare this Note due prior to its stated
maturity, and other terms and conditions upon which this Note is issued.

         Except as expressly provided in the Credit Agreement, each Canadian
Borrower expressly waives presentment, demand, protest and notice of any kind.

         This Note shall be governed by and construed in accordance with the
laws of the State of Ohio and the respective rights and obligations of Canadian
Borrower and Canadian Bank shall be governed by Ohio law, without regard to
principles of conflict of laws. Each Canadian Borrower hereby irrevocably
submits to the non-exclusive jurisdiction of any Ohio state or federal court
sitting in Cleveland, Ohio, over any action or proceeding arising out of or
relating to this Note, and each Canadian Borrower hereby irrevocably agrees that
all claims in respect of such action or proceeding may be heard and determined
in such Ohio state or federal court. Each Canadian Borrower, on behalf of itself
and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted
by law, any objection it may now or hereafter have to the laying of venue in any
action or proceeding in any such court as well as any right it may now or
hereafter have to remove such action or proceeding, once commenced, to another
court on the grounds of FORUM NON CONVENIENS or otherwise. Each Canadian
Borrower agrees that a final, nonappealable judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgement or in any other manner provided by law.

                  [Remainder of page intentionally left blank.]


                                       19

<PAGE>   20



         EACH CANADIAN BORROWER WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG
BORROWERS, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO.


                                       VENTURE LIGHTING POWER SYSTEMS,
                                       NORTH AMERICA INC. (f.k.a. Ballastronix
                                       Incorporated)

                                       By:_____________________________________
                                       Title:__________________________________

                                       and_____________________________________
                                       Title:__________________________________

                                       CANADIAN LIGHTING SYSTEMS
                                          HOLDING, INCORPORATED

                                       By:_____________________________________
                                       Title:__________________________________

                                       and_____________________________________
                                       Title:__________________________________

                                       20

<PAGE>   21



                            GUARANTOR ACKNOWLEDGMENT

         Each of the undersigned consents and agrees to and acknowledges the
terms of the foregoing First Amendment Agreement. Each of the undersigned
further agrees that the obligations of each of the undersigned pursuant to the
Guaranty of Payment executed by each of the undersigned shall remain in full
force and effect and be unaffected hereby.

                                       ADLT Realty Corp. I, Inc.
                                       ADLT Services, Inc.
                                       Advanced Lighting, Inc.
                                       Advanced Lighting Systems, Inc.
                                       APL Engineered Materials, Inc.
                                       Ballastronix (Delaware), Inc.
                                       Bio Light, Inc.
                                       Bright Ideas Advertising and Design, Inc.
                                       Energy Efficient Products, Inc.
                                       HID Recycling, Inc.
                                       Light Resources International, Inc.
                                       Metal Halide Controls, Inc.
                                       Metal Halide Technologies, Inc.
                                       Microsun Technologies, Inc.
                                       Specialty Discharge Lighting, Inc.
                                       Venture Lighting International, Inc.


                                       By:  /s/ Nicholas R. Sucic
                                          --------------------------------------
                                          Nicholas R. Sucic, Vice President of
                                             each of the companies listed above

                                       Deposition Sciences, Inc.
                                       Kramer Lighting, Inc.
                                       Ruud Lighting, Inc.


                                       By: /s/ Nicholas R. Sucic
                                          --------------------------------------
                                          Nicholas R. Sucic, signing for each of
                                          companies listed above by Power of
                                          Attorney



                                       21