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                                                                    EXHIBIT 10.3

                 FIFTH AMENDMENT TO CONTINGENT WARRANT AGREEMENT

         THIS FIFTH AMENDMENT TO CONTINGENT WARRANT AGREEMENT ("Fifth
Amendment"), dated as of March 31, 2002 is among Advanced Lighting Technologies,
Inc., an Ohio corporation (the "Company"), General Electric Company, a New York
corporation ("Purchaser"), Wayne R. Hellman ("Hellman"), Hellman, Ltd., an Ohio
limited liability company ("Hellman Ltd."), Wayne R. Hellman, as voting trustee
under Voting Trust Agreement dated October 10, 1995, Alan J. Ruud ("Ruud"), and
Alan J. Ruud, as voting trustee under Voting Trust Agreement dated January 2,
1998.

         WHEREAS, the parties entered into a Contingent Warrant Agreement dated
September 30, 1999, as amended by an Amendment to Contingent Warrant Agreement
dated as of August 31, 2000, a Second Amendment to Contingent Warrant Agreement
dated as of June 29, 2001, a Third Amendment to Contingent Warrant Agreement
dated as of September 28, 2001 and a Fourth Amendment to Contingent Warrant
Agreement dated as of December 31, 2001 (the "Agreement"); and

         WHEREAS, the parties desire to amend the Agreement as provided in this
Fifth Amendment;

         NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties, intending to be legally bound, agree as follows:

         1. The Section 2.2a of the Agreement is hereby amended to read in its
entirety as follows:

                  a. The Company shall not permit the average of the Company's
         EBITDA Ratio for any two consecutive fiscal quarters, commencing with
         the average for the fiscal quarters ending September 30, 1999 and
         December 31, 1999, and continuing each fiscal quarter thereafter (each,
         a "Determination Period") to be less than the Required Ratio. The
         following periods, which would otherwise be "Determination Periods" for
         the purpose of this Agreement, will not be considered "Determination
         Periods": the two consecutive fiscal quarters ended June 30, 2000, the
         two consecutive fiscal quarters ended September 30, 2000, the two
         consecutive fiscal quarters ended June 30, 2001, the two consecutive
         fiscal quarters ended September 30, 2001, the two consecutive fiscal
         quarters ended December 31, 2001 and the two consecutive fiscal
         quarters ended March 31, 2002. Notwithstanding the fact that the two
         fiscal quarters ended June 30, 2000, the two fiscal quarters ended
         September 30, 2000, the two fiscal quarters ended June 30, 2001, the
         two consecutive fiscal quarters ended September 30, 2001, the two
         consecutive fiscal quarters ended December 31, 2001 and the two
         consecutive fiscal quarters ended March 31, 2002 do not constitute
         Determination Periods, (i) the quarter ended September 30, 2000 shall
         be included in the Company's EBITDA Ratio for the Determination Period
         ended December 31, 2000, (ii) the quarter ended March 31, 2002

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         shall be included in the Company's EBITDA Ratio for the Determination
         Period ended June 30, 2002, (iii) each of the quarters ended June 30,
         2000, September 30, 2000, June 30, 2001, September 30,2001, December
         31, 2001 and March 31, 2002 shall be a fiscal quarter for purposes of
         Section 2.2e of this Agreement, and (iv) the Company shall be required
         to furnish to Purchaser the report described in Section 2.2f of this
         Agreement for the two consecutive fiscal quarters ended June 30, 2000,
         the two consecutive fiscal quarters ended September 30, 2000, the two
         consecutive fiscal quarters ended June 30, 2001, the two consecutive
         fiscal quarters ended September 30, 2001, the two consecutive fiscal
         quarters ended December 31, 2001 and the two consecutive fiscal
         quarters ended March 31, 2002.

         2. All other provisions of the Agreement shall remain in full force and
effect.


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         IN WITNESS WHEREOF, parties hereto have each caused this Fifth
Amendment to be executed in the name and on behalf of each of them one of their
respective officers thereunto duly authorized, as of the date first above
written.

                              THE COMPANY:

                              ADVANCED LIGHTING TECHNOLOGIES, INC.

                              By:/s/ Steven C. Potts
                                 -----------------------------------------------
                                Name:  Steven C. Potts
                                       ------------------------------------
                                Title: Chief Financial Officer
                                       --------------------------------

                              /s/ Wayne R. Hellman
                              --------------------------------------------------
                                  Wayne R. Hellman

                              /s/ Wayne R. Hellman
                              --------------------------------------------------
                              Wayne R. Hellman, as voting trustee under
                              Voting Trust Agreement dated October 10,
                              1995, as amended

                              HELLMAN LTD.

                              By:     /s/ Wayne R. Hellman
                                      ------------------------------------------
                                Its:  Managing Member
                                      ------------------------------------

                              /s/ Alan J. Ruud
                              ------------------------------------------------
                              Alan J. Ruud


                              /s/ Alan J. Ruud
                              --------------------------------------------
                              Alan J. Ruud, as voting trustee under Voting
                              Trust Agreement dated January 2, 1998, as
                              amended

                              PURCHASER:

                              GENERAL ELECTRIC COMPANY

                              By:/s/ Mathew Espe
                                 ------------------------
                                Name:  Matthew Espe
                                       -----------------------------------
                                Title: President & CEO-GE Lighting
                                       -----------------------------------