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                                                                  EXHIBIT 10.11

                                                              SEPTEMBER 25, 1997

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
         1997 BILLION DOLLAR MARKET CAPITALIZATION INCENTIVE AWARD PLAN

SECTION 1.  PURPOSE.

     The purpose of this 1997 Billion Dollar Market Capitalization Incentive
Award Plan (the "Plan") is to provide an incentive to selected key employees,
advisors, consultants, and directors of Advanced Lighting Technologies, Inc.
(together with any successor thereto, the "Company") and its Affiliates (as
defined below) to grow the market capitalization of the Company to $1 Billion,
thereby enhancing the value of the Company for the benefit of its shareholders,
and to enhance the ability of the Company and its Affiliates to attract and
retain exceptionally qualified individuals upon whom, in large measure, the
sustained progress, growth and profitability of the Company depend. The Plan
will be submitted for approval by the shareholders of the Company within 12
months from the date of its adoption by the Board of Directors.

SECTION 2.  DEFINITIONS.

     As used in the Plan, the following terms shall have the meanings set forth
below:

          (a) "Affiliate" shall mean (i) any entity that, directly or through
     one or more intermediaries, is controlled by the Company and (ii) any
     entity in which the Company has a significant equity interest, as
     determined by the Committee.

          (b) "Award" shall mean any Option or Restricted Stock granted under
     the Plan.

          (c) "Award Agreement" shall mean any Option Award, Restricted Stock
     Award, or other written agreement, contract, or other instrument or
     document evidencing any Award granted under the Plan.

          (d) "Capitalized Value" shall mean the Fair Market Value of a Share
     multiplied by the number of fully paid, issued and outstanding Shares,
     determined as of the close of business on any date; provided, however, that
     the number of fully paid, issued and outstanding Shares for the purpose of
     calculating "Capitalized Value" shall not include Shares issued in any
     merger transaction or as consideration for the acquisition of shares or
     assets of a third party after August 4, 1997, as such number may be
     adjusted pursuant to Section 4(b) of this Plan.

          (e) "Code" shall mean the Internal Revenue Code of 1986, as amended
     from time to time.

          (f) "Committee" shall mean a committee of the Board of Directors of
     the Company designated by such Board to administer the Plan and composed of
     not less than three (3) directors, except that with regard to any Award to
     an executive officer or director of the Company, "Committee" shall mean the
     entire Board of Directors.

          (g) "Employee" shall mean any key employee of the Company or of any
     Affiliate as designated by the Committee.

          (h) "Fair Market Value" shall mean, with respect to any property
     (including, without limitation, any Shares or other securities), the fair
     market value of such property determined by such methods or procedures as
     shall be established from time to time by the Committee.

          (i) "Incentive Stock Option" shall mean an option granted under
     Section 6(a) of the Plan that is intended to meet the requirements of
     Section 422 of the Code, or any successor provision thereto.

          (j) "Non-Employee Participant" shall mean any advisor, consultant or
     director of the Company or any Affiliate designated to be granted an Award
     (other than an Incentive Stock Option) under the Plan.

          (k) "Non-Qualified Stock Option" shall mean an option granted under
     Section 6(a) of the Plan that is not intended to be an Incentive Stock
     Option.

          (l) "Option" shall mean an option granted under Section 6(a) of the
     Plan.

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          (m) "Participant" shall mean an Employee or Non-Employee Participant
     designated to be granted an Award under the Plan.

          (n) "Person" shall mean any individual, corporation, partnership,
     association, joint-stock company, trust, unincorporated organization, or
     governmental or political subdivision thereof.

          (o) "Released Securities" shall mean securities that were Restricted
     Securities with respect to which all applicable restrictions have expired,
     lapsed, or been waived.

          (p) "Restricted Securities" shall mean Awards of Restricted Stock or
     other awards under which issued and outstanding Shares are held subject to
     certain restrictions.

          (q) "Restricted Stock" shall mean any Share granted under Section 6(b)
     of the Plan.

          (r) "Section 16" shall mean Section 16 of the Securities Exchange Act
     of 1934, as amended.

          (s) "Shares" shall mean the shares of Common Stock of the Company,
     $.001 par value, and such other securities or property as may become the
     subject of Awards, or become subject to Awards, pursuant to an adjustment
     made under Section 4(b) of the Plan.

SECTION 3.  ADMINISTRATION.

     The Plan shall be administered solely by the Committee. Subject to the
terms of the Plan and applicable law, the Committee shall have full power and
authority to: (i) designate Participants; (ii) determine the type or types of
Awards to be granted to each Participant under the Plan; (iii) determine the
number of Shares to be covered by Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or cancelled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised,
cancelled, forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (viii) establish,
amend, suspend, or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; and (ix)
make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or any
Award shall be within the sole discretion of the Committee, may be made at any
time, and shall be final, conclusive, and binding upon all Persons, including
the Company, any Affiliate, any Participant, any holder or beneficiary of any
Award, any shareholders, and any employee of the Company or of any Affiliate.

SECTION 4.  SHARES AVAILABLE FOR AWARDS.

     (a) Shares Available.  Subject to adjustment as provided in Section 4(b):

          (i) Calculation of Number of Shares Available.  The number of Shares
     available for granting Awards under the Plan shall be 800,000 Shares,
     subject to adjustment as provided in Section 4(b). Further, if, after the
     effective date of the Plan, any Shares covered by an Award granted under
     the Plan, or to which such an Award relates, are forfeited, or if an Award
     otherwise terminates without the delivery of Shares or of other
     consideration, then the Shares covered by such Award, or to which such
     Award relates, or the number of Shares otherwise counted against the
     aggregate number of Shares available under the Plan with respect to such
     Award, to the extent of any such forfeiture or termination, shall again be,
     or shall become, available for granting Awards under the Plan.

          (ii) Accounting for Awards.  For purposes of this Section 4, the
     number of Shares covered by an Award shall be counted on the date of grant
     of such Award against the aggregate number of Shares available for granting
     Awards under the Plan; provided, however, that Awards that operate in
     tandem

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     with (whether granted simultaneously with or at a different time from), or
     that are substituted for, other Awards may be counted or not counted under
     procedures adopted by the Committee in order to avoid double counting. Any
     Shares that are delivered by the Company, and any Awards that are granted
     by, or become obligations of, the Company, through the assumption by the
     Company or any Affiliate of, or in substitution for, outstanding awards
     previously granted by an acquired company shall not, except in the case of
     Awards granted to Participants who are officers or directors of the Company
     for purposes of Section 16 of the Securities Exchange Act of 1934, as
     amended, be counted against the Shares available for granting Awards under
     the Plan.

          (iii) Sources of Shares Deliverable Under Awards.  Any Shares
     delivered pursuant to an Award may consist, in whole or in part, of
     authorized and unissued Shares or of Treasury Shares.

     (b) Adjustments.  In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property) recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Shares
(or other securities or property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or property)
subject to outstanding award, or, if deemed appropriate, make provision for a
cash payment to the holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options no such adjustment
shall be authorized to the extent that such authority would cause the Plan to
violate Section 422 of the Code or any successor provision thereto; and provided
further, however, that the number of Shares subject to any Award denominated in
Shares shall always be a whole number.

SECTION 5.  ELIGIBILITY.

     Any Employee, consultant or director of the Company or of any Affiliate
shall be eligible to be designated a Participant.

SECTION 6.  AWARDS.

     (a) Options.  The Committee is hereby authorized to grant Incentive Stock
Options and/or Non-Qualified Stock Options to Participants with the following
terms and conditions and with such additional terms and conditions, in either
case not inconsistent with the provisions of the Plan, as the Committee shall
determine:

          (i) Exercise Price for Options.  The purchase price per Share
     purchasable under an Option shall be the Fair Market Value per Share on the
     date of grant of such Option.

          (ii) Option Term.  The term of each Option shall be fixed by the
     Committee.

          (iii) Time and Method of Exercise.  The Committee shall determine the
     time or times at which an Option may be exercised in whole or in part, and
     the method or methods by which, and the form or forms, including, without
     limitation, cash, Shares, other Awards, or other property, or any
     combination thereof, having a Fair Market Value on the exercise date equal
     to the relevant exercise price, in which, payment of the exercise price
     with respect thereto may be made or deemed to have been made; provided,
     however, that no Option may be exercised prior to six months after its date
     of grant.

          (iv) Incentive Stock Options.  The terms of any Incentive Stock Option
     granted under the Plan shall comply in all respects with the provisions of
     Section 422 of the Code, or any successor provisions thereto, and any
     regulations promulgated thereunder. An Incentive Stock Option may be
     granted only to

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     an Employee and no Incentive Stock Option may be granted to any owner of
     ten percent or more of the total combined voting power of the Company and
     its Affiliates. To the extent the aggregate Fair Market Value of Shares
     (determined as of the date of the Award) with respect to which Incentive
     Stock Options otherwise would become exercisable for the first time by a
     Participant during any calendar year under all plans of the Company and its
     Affiliates, exceeds $100,000, the Options which exceed such limit shall not
     become exercisable until the next succeeding calendar year in which the
     $100,000 limit is not exceeded.

     (b) Restricted Stock.

          (i) Issuance.  The Committee is hereby authorized to grant Awards of
     Restricted Stock to Participants.

          (ii) Restrictions.  Shares of Restricted Stock shall be subject to
     such restrictions as the Committee may impose (including, without
     limitation, any limitation on the right to vote a Share of Restricted Stock
     or the right to receive any dividend or other right or property), which
     restrictions may lapse separately or in combination at such time or times,
     in such installments or otherwise, as the Committee may deem appropriate.

          (iii) Registration.  Any Restricted Stock granted under the Plan may
     be evidenced in such manner as the Committee may deem appropriate,
     including, without limitation, book-entry registration or issuance of a
     stock certificate or certificates. In the event any stock certificate is
     issued in respect of Shares of Restricted Stock granted under the Plan,
     such certificate shall be registered in the name of the Participant and
     shall bear an appropriate legend referring to the terms, conditions, and
     restrictions applicable to such Restricted Stock.

          (iv) Forfeiture.  Except as otherwise determined by the Committee,
     upon termination of employment (as determined under criteria established by
     the Committee) for any reason during such restriction period as may be set
     forth in the Award, all Shares of Restricted Stock held by an Employee
     shall be forfeited and reacquired by the Company; provided, however, that
     the Committee may, when it finds that a waiver would be in the best
     interests of the Company, waive in whole or in part any or all remaining
     restrictions with respect to Shares of Restricted Stock. Unrestricted
     Shares, evidenced in such manner as the Committee shall deem appropriate,
     shall be delivered to the holder of Restricted Stock promptly after such
     Restricted Stock shall become Released Securities.

     (c) General.

          (i) Consideration for Awards.  Awards may be granted for no cash
     consideration or such cash consideration as may be required by applicable
     law. Awards also may be granted for cash or such other consideration as the
     Committee may deem appropriate.

          (ii) Awards May Be Granted Separately or Together.  Awards may, in the
     discretion of the Committee, be granted either alone or in addition to, in
     tandem with, or in substitution for any other Award or any award granted
     under any other plan of the Company or any Affiliate. Awards granted in
     addition to or in tandem with other Awards may be granted either at the
     same time as or at a different time from the grant of such other Awards.

          (iii) Forms of Payment under Awards.  Subject to the terms of the Plan
     and any applicable Award Agreement, payments or transfers to be made by the
     Company or an Affiliate upon the grant, exercise, or payment of an Award
     may be made in such form or forms as the Committee shall determine,
     including, without limitation, cash, Shares, other securities, other
     Awards, or other property, or any combination thereof, and may be made in a
     single payment or transfer, in installments, or on a deferred basis, in
     each case in accordance with rules and procedures established by the
     Committee. Such rules and procedures may include, without limitation,
     provisions for the payment or crediting of reasonable interest on
     installment or deferred payments.

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          (iv) Limits on Transfer of Awards.  No Award (other than Released
     Securities), and no right under any such Award, shall be assignable,
     alienable, saleable, or transferable by a Participant otherwise than by
     will or by the laws of descent and distribution (or, in the case of an
     Award of Restricted Securities, only to the Company); provided, however,
     that, if so determined by the Committee, a Participant may, in the manner
     established by the Committee, designate a beneficiary or beneficiaries to
     exercise the rights of the Participant, and to receive any property
     distributable, with respect to any Award upon the death of the Participant.
     Each Award, and each right under any Award, shall be exercisable, during
     the Participant's lifetime, only by the Participant or, if permissible
     under applicable law, by the Participant's guardian or legal
     representative. No Award (other than Released Securities), and no right
     under any such Award, may be pledged, alienated, attached, or otherwise
     encumbered, and any purported pledge, alienation, attachment, or
     encumbrance thereof shall be void and unenforceable against the Company or
     any Affiliate.

          (v) Term of Awards.  The term of each Award shall be for such period
     as may be determined by the Committee; provided, however, that in no event
     shall the term of any Incentive Stock Option exceed a period of ten years
     from the date of its grant.

          (vi) Section 16 Six Month Limitations.  If necessary to comply with
     Section 16 and the rules promulgated thereunder only, any equity security
     issued pursuant to the Plan may not be sold for at least six months after
     acquisition, and any derivative security issued pursuant to the Plan will
     not be exercisable for six months from its date of grant. Terms used in the
     preceding sentence shall, for the purposes of such sentence only, have the
     meanings, if any, assigned or attributed to them under Section 16 and the
     rules promulgated thereunder.

          (vii) Share Certificates.  All certificates for Shares or other
     securities delivered under the Plan pursuant to any Award or the exercise
     thereof shall be subject to such stop transfer orders and other
     restrictions as the Committee may deem advisable under the Plan, or the
     rules, regulations, and other requirements of the Securities and Exchange
     Commission, any stock exchange or over the counter market upon which such
     Shares or other securities are then listed or traded, and any applicable
     federal or state securities laws, and the Committee may cause a legend or
     legends to be put on any certificates to make appropriate reference to such
     restrictions.

SECTION 7.  AMENDMENT AND TERMINATION.

     Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

     (a) Amendments to the Plan.  The Board of Directors of the Company may
amend, alter, suspend, discontinue, or terminate the Plan, including, without
limitation, any amendment, alteration, suspension, discontinuation, or
termination that would impair the rights of any Participant, or any other holder
or beneficiary of any Award theretofore granted, without the consent of any
shareholders, Participant, other holder or beneficiary of an Award, or other
person; provided, however, that, notwithstanding any other provision of the Plan
or any Award Agreement, without the approval of the shareholders of the Company
no such amendment, alteration, suspension, discontinuation, or termination shall
be made that would:

          (i) increase the total number of Shares available for Awards under the
     Plan, except as provided in Section 4 hereof; or

          (ii) permit Options or Restricted Stock to be granted with per Share
     grant, purchase, or exercise prices of less than the Fair Market Value of a
     Share on the date of grant thereof, except to the extent permitted under
     Section 6(a) hereof.

     (b) Amendments to Awards.  Unless otherwise provided in the Award
Agreement, the Committee may waive any conditions or rights under, amend any
terms of, or amend, alter, suspend, discontinue, or terminate,

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any Award theretofore granted, prospectively or retroactively, without the
consent of any relevant Participant or holder or beneficiary of an Award.

          (c) Adjustments of Awards upon Certain Acquisitions.  In the event the
     Company or any Affiliate shall assume outstanding employee awards or the
     right or obligation to make future such awards in connection with the
     acquisition of another business or another corporation or business entity,
     the Committee may make such adjustments, not inconsistent with the terms of
     the Plan, in the terms of Awards as it shall deem appropriate in order to
     achieve reasonable comparability or other equitable relationship between
     the assumed awards and the Awards granted under the Plan as so adjusted.

          (d) Adjustments of Awards upon the Occurrence of Certain Unusual or
     Nonrecurring Events.  The Committee shall be authorized to make adjustments
     in the terms and conditions of, and the criteria included in, Awards in
     recognition of unusual or nonrecurring events (including, without
     limitation, the events described in Section 4(b) hereof) affecting the
     Company, any Affiliate, or the financial statements of the Company or any
     Affiliate, or the changes in applicable laws, regulations, or accounting
     principles, whenever the Committee determines that such adjustments are
     appropriate in order to prevent dilution or enlargement of the benefits or
     potential benefits to be made available under the Plan.

          (e) Correction of Defects, Omissions, and Inconsistencies.  The
     Committee may correct any defect, supply any omission, or reconcile any
     inconsistency in the Plan or any Award in the manner and to the extent it
     shall deem desirable to carry the Plan into effect.

SECTION 8.  GENERAL PROVISIONS.

     (a) No Rights to Awards.  No Employee, Non-Employee Participant or other
Person shall have any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Employees, Non-Employee
Participants, or holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to each recipient.

     (b) Delegation.  The Committee may delegate to one or more officers or
managers of the Company or any Affiliate, or a committee of such officers or
managers, the authority, subject to such terms and limitations as the Committee
shall determine, to grant Awards to, or to cancel, modify, waive rights with
respect to, alter, discontinue, suspend, or terminate Awards held by, salaried
Employees who are not officers or directors of the Company, for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended.

     (c) Withholding.  The Company or any Affiliate shall be authorized to
withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, other
Awards, or other property) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.

     (d) No Limit on Other Compensation Arrangements.  Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.

     (e) No Right to Employment.  The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

     (f) Governing Law.  The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Ohio and applicable federal law.

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     (g) Severability.  If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provisions shall be stricken as to such
jurisdiction, Person, or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.

     (h) No Trust or Fund Created.  Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of an unsecured general creditor of the Company or any
Affiliate.

     (i) No Fractional Shares.  No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares, or whether such fractional Shares or any
rights thereto shall be cancelled, terminated, or otherwise eliminated.

     (j) Headings.  Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

SECTION 9.  EFFECTIVE DATE OF THE PLAN.

     The Plan shall be effective as of the date of its approval by the Board of
Directors of the Company, but no Awards shall be exercised unless and until the
Plan has been approved by the shareholders of the Company, which approval shall
be within twelve (12) months after the date the Plan is adopted by the Board.

SECTION 10.  TERM OF THE PLAN.

     No Award shall be granted under the Plan after July 31, 2007. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such date, and the
authority of the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award, or to waive any conditions or rights under any such
Award, and the authority of the Board of Directors of the Company to amend the
Plan, shall extend beyond such date.

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