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                                                                    EXHIBIT 10.1

                      Advanced Lighting Technologies, Inc.
                         c/o Saratoga Partners IV, L.P.
                          535 Madison Avenue, 4th Floor
                            New York, New York 10022
                                                                  March 22, 2004

Saratoga Partners IV, L.P.
535 Madison Avenue, 4th Floor
New York, New York  10022

Gentlemen:

         1. At all times that Saratoga Partners IV, L.P. or any of its
subsidiaries ("Saratoga IV") shall hold any stock of Advanced Lighting
Technologies, Inc. (the "Securities") (or any securities issued upon exchange,
conversion or exercise thereof or as a distribution thereon) upon reasonable
notice, Advanced Lighting Technologies, Inc. (the "Company") shall (and shall
cause each of its subsidiaries to) afford Saratoga IV and its general partner,
manager, counsel, accountants, and other authorized representatives
("Representatives") reasonable access during normal business hours to its
properties, books, contracts and records and personnel and advisers (who will be
instructed by the Company to cooperate) and the Company shall (and shall cause
each of its subsidiaries to) furnish promptly to Saratoga IV and its
Representatives all information concerning the Company and its subsidiaries and
their personnel as it or its Representatives may reasonably request and the
Company shall cause the principal officers of the Company and its subsidiaries
and the Company's independent public accountants, upon reasonable notice during
normal business hours, to discuss the affairs, finances and accounts of any such
corporations with Saratoga IV and its Representatives to the extent reasonably
requested by Saratoga IV; provided that any review will be conducted in a way
that will not interfere unreasonably with the conduct of the Company's business.

         2. The Company covenants with Saratoga IV that it will deliver to
Saratoga IV the following financial information and reports for so long as
Saratoga IV or its subsidiaries shall hold any Securities (or any securities
issued upon ex-

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                                      -2-

change, conversion or exercise thereof or as a distribution thereon):

                  (i) as soon as practicable and in any event within 90 days
         after the close of each fiscal year of the Company, a consolidated
         statement of income and a consolidated statement of cash flows for the
         Company and its subsidiaries for the fiscal year, and a consolidated
         balance sheet of the Company and its subsidiaries as of the close of
         such fiscal year, setting forth in each case in comparative form the
         corresponding consolidated figures for the preceding fiscal year, all
         in reasonable detail and satisfactory in scope to Saratoga IV and
         together with an opinion directed to the Company of independent public
         accountants of recognized standing selected by the Company whose
         opinion shall be in scope and substance reasonably satisfactory to
         Saratoga IV;

                  (ii) as soon as practicable and in any event within 45 days
         after the close of each of the first three fiscal quarters of each
         fiscal year of the Company, an unaudited consolidated statement of
         income and an unaudited consolidated statement of cash flows for the
         Company and its subsidiaries for the period from the beginning of such
         fiscal year to the end of such fiscal quarter, and an unaudited
         consolidated balance sheet of the Company and its subsidiaries as of
         the close of such fiscal quarter, setting forth in each case in
         comparative form the corresponding consolidated figures for the
         corresponding period or as of the corresponding date during the
         preceding fiscal year, all in reasonable detail and certified by an
         authorized financial officer of the Company, subject to changes
         resulting from year-end adjustments;

                  (iii) upon request, budgets, business plans and projections,
         when available;

                  (iv) promptly upon transmission thereof, copies of all
         financial statements, proxy statements, notices and reports as the
         Company shall send to its stockholders and copies of all registration
         statements (without exhibits), and all reports which it files with the
         SEC (or any governmental body or agency succeeding to the functions of
         the SEC); and

                  (v) with reasonable promptness, such other financial data as
         Saratoga IV may reasonably request.
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The Company will permit Saratoga IV or its Representatives to discuss such
financial statements, plans and projections with such officers of the Company
and its subsidiaries as Saratoga IV or its Representatives may reasonably
designate.

         3. Effective as of the Closing, Saratoga IV has designated a number of
persons constituting 60% of the Board of Directors of the Company. The Company
agrees not to remove such directors designated by Saratoga IV from the Board of
Directors without cause, but in the event of a removal Saratoga IV may designate
replacement directors. The persons so elected to the Board of Directors shall
serve until the next annual meeting of shareholders of the Company and until his
or her successor is duly elected and qualified. Thereafter, the Company shall at
all times include the number of persons designated by Saratoga IV for election
to the Company's Board of Directors as part of the slate of persons recommended
by the Board of Directors of the Company, and the Company shall cause all shares
in which the Company's management or Board of Directors holds proxies (including
undesignated proxies) to be voted in favor of the election of such designees
except as may otherwise be provided in proxies submitted by shareholders. In the
event that any such designee shall cease to serve as a director for any reason,
the Company shall cause the vacancy caused thereby to be filled by a designee of
Saratoga IV.

         The Company agrees that any designee of Saratoga IV who is appointed or
elected to service on the Company's Board of Directors shall be furnished with
all information generally provided to the Company's Board of Directors, shall
have the same access to information regarding the Company and shall be entitled
to the same perquisites as the Company's other outside directors, including,
without limitation, the reimbursement of travel expenses and the payment of any
fees. The designees of Saratoga IV elected to serve on any committee of the
Board of Directors of the Company shall be provided with, and have access to,
all information regarding the Company and its subsidiaries provided to other
members of such committee.

         The obligations set forth herein shall continue as long as Saratoga IV,
directly or indirectly, owns any Securities (or any securities issued upon
exchange, conversion or exercise thereof or as a distribution thereon).

         4. At all times that Saratoga IV or its subsidiaries shall hold any
Securities (or any securities issued upon exchange, conversion or exercise
thereof or as a distribution thereon), the Company shall grant to Saratoga IV
such other
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                                      -4-

management rights, and take such other actions, as are necessary to ensure that
the Securities (and securities issued upon conversion, exchange or exercise
thereof or as a distribution thereon) will qualify as a "venture capital
investment" of Saratoga IV within the meaning of 29 CFR of the regulations of
the United States Department of Labor at part 2510.3-101.

         5. The parties agree that any and all information provided pursuant to
this transaction shall remain confidential, except as required by law, consented
to by the Board of Directors or as Saratoga IV chooses to share with its limited
partners.

                                  ADVANCED LIGHTING TECHNOLOGIES, INC.

                                  By:  /s/ Wayne Vespoli
                                       --------------------------
                                       Name:  Wayne Vespoli
                                       Title: Executive Vice President
                                       and Treasurer

Agreed and Accepted:

SARATOGA PARTNERS IV, L.P.

By:  SARATOGA ASSOCIATES IV LLC, its
  General Partner

By:  SARATOGA MANAGEMENT COMPANY LLC,
  its Investment Adviser

By:  /s/ Christian L. Oberbeck
     -------------------------
     Name:  Christian L. Oberbeck
     Title: Managing Director

By:  /s/ Richard A. Petrocelli
     -------------------------
     Name:   Richard A. Petrocelli
     Title:  Principal