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                                                                 EXHIBIT 10.12

                                          AS AMENDED AND RESTATED APRIL 21, 1998

                              AMENDED AND RESTATED
                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                           1998 INCENTIVE AWARD PLAN

SECTION 1.  PURPOSE.

     The purposes of this Amended and Restated Advanced Lighting Technologies,
Inc. 1998 Incentive Award Plan (the "Plan") are to encourage selected employees,
advisors, consultants, and directors of Advanced Lighting Technologies, Inc.
(together with any successor thereto, the "Company") and its Affiliates (as
defined below) to acquire a proprietary interest in the growth and performance
of the Company, to generate an increased incentive to contribute to the
Company's future success and prosperity, thus 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 at the next annual shareholders' meeting.

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

          (c) "Award" shall mean any "A" Option or "B" Option granted under the
     Plan.

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

          (e) " 'B' Option" shall mean a "B" Option granted under Section 6(a)
     of the Plan.

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

          (g) "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.

          (h) "Employee" shall mean any employee of the Company or of any
     Affiliate.

          (i) "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.

          (j) "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.

          (k) "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 and eligible to be a
     Participant under Section 5 of the Plan.

          (l) "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.

          (m) "Option" shall mean an "A" Option or a "B" Option.

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

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

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

          (q) "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 canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, 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 1,500,000 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 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, 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.

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     (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, advisor, consultant or director of the Company or of any
Affiliate, shall be eligible to be designated a Participant; provided however,
no officer or director of the Company shall be eligible to be designated a
Participant unless the shareholders of the Company shall have approved the Plan
in accordance with the Company's Regulations.

SECTION 6.  AWARDS.

     (a) Options.  The Committee is hereby authorized to grant "A" Options and
"B" 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 "A" Options.  The purchase price per Share
     purchasable under an "A" Option shall be the Fair Market Value per Share on
     the date of grant of such "A" Options.

          (ii) Exercise Price for "B" Options.  The purchase price per Share
     purchasable under a "B" Option shall be determined by the Committee;
     provided, however, that such purchase price shall not be less than the Fair
     Market Value of a Share on the date of grant of such "B" Option (or, if the
     Committee so determines, in the case of any "B" Option retroactively
     granted in tandem with or in substitution for another Award, on the date of
     grant of such Award).

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

          (iv) 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.

          (v) 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 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. The aggregate Fair Market Value, determined as
     of the date of the Award, of Shares subject to an Incentive Stock Option
     which are exercisable for the first by an Employee during any calendar year
     (under all plans of the Company and its Affiliates) shall not exceed
     $100,000.

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     (b) 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) Limits on Transfer of Awards.  No Award 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; 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, 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.

          (iv) 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.

          (v) Section 16 Six Month Limitations. If necessary to comply with
     Section 16 and its rules 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.

          (vi) 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. Subject to the last sentence of this Section
7(a), the Board of Directors of the Company may amend, alter, suspend,
discontinue, or terminate the Plan, 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, no such amendment, alteration, suspension, discontinuation, or
termination shall be made, without the approval of the shareholders of the
Company within twelve (12) months from the date thereof, that would:

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

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          (ii) permit Options 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.

No amendment, alteration, suspension, discontinuation or termination shall in
any manner adversely affect any outstanding Option without the prior written
consent of the Participant holding the Option.

     (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, 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.

     (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

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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.

     (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 canceled, 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 later of (a) the effective date of
its approval by the Board of Directors of the Company or (b) January 2, 1998.

SECTION 10.  TERM OF THE PLAN.

     No Award shall be granted under the Plan after January 2, 2008. 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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