<PAGE>
                                                                 Exhibit 10.2

                BROWN, GIBBONS, LANG & COMPANY SECURITIES, INC.
                               INVESTMENT BANKERS

1111 SUPERIOR AVENUE, SUITE 900                       TWO PRUDENTIAL PLAZA,
   CLEVELAND, OHIO 44114                           180 N. STETSON, SUITE 4300
      (216) 241-2800                                 CHICAGO, ILLINOIS 60601
  FACSIMILE (216) 241-7417                              (312) 658-1600
                                                     FACSIMILE (312) 368-1988



February 5, 2003


Mr. Wayne R. Hellman
Chairman and Chief Executive Officer
Advanced Lighting Technologies, Inc.
3200 Aurora Road
Solon, Ohio 44139

     Re:  Engagement of Brown, Gibbons, Lang & Company Securities, Inc.
          ("BGL") by Advanced Lighting Technologies, Inc. and its
          subsidiaries (collectively, the "Company")

Dear Wayne:

     Reference is made to that certain letter agreement, dated as of October 17,
2002, as amended as of December 31, 2002 (such letter agreement, as previously
amended, being referred to as the "Agreement"), by and between BGL and the
Company. Capitalized terms used herein and not defined have the meanings given
them in the Agreement.

     This letter agreement will confirm certain further amendments to the terms
of the Agreement. BGL and the undersigned hereby acknowledge and agree that:

     (a)  Section 1 of the Agreement is hereby amended by the deletion therefrom
of the first sentence thereof, and the substitution therefor of the following:

          "This letter will set forth the terms of the agreement pursuant to
     which Brown, Gibbons, Lang & Company Securities, Inc. ("BGL") will serve as
     lead financial advisor and investment banker to Advanced Lighting
     Technologies, Inc., its subsidiaries and/or divisions (collectively, the
     "Company"), to advise the Company (subject to the Company's right to retain
     an additional financial advisor to advise its Board of Directors) on its
     strategic alternatives, which may include (i) the sale of all or a portion
     of the stock or assets of the Company and/or one ore more of its
     subsidiaries and/or divisions (each such transaction, a "Sale"), or (ii)
     the refinancing, recapitalization or restructuring of the Company."

     (b)  Section 8 of the Agreement is hereby amended by the deletion thereof
in its entirety, and the substitution therefor of the following:

          "The Company shall pay BGL a nonrefundable upfront retainer of $75,000
     (the "Upfront Retainer") and a nonrefundable monthly retainer of $100,000
     per month (the "Monthly Retainers"). The Upfront Retainer payment shall be
     made on the date of
<PAGE>
Mr. Wayne R. Hellman
February 5, 2003
Page 2


     execution of this Agreement and the Monthly Retainers shall be due, in
     advance, on the same date of each subsequent month through the term of this
     Agreement, through and including the month in which this Agreement is
     terminated."

     (c)  Section 9 of the Agreement is hereby amended by the deletion therefrom
of the first paragraph thereof, and the substitution therefor of the following:

          "If the Company completes, or enters into a definitive agreement to
     complete, a Sale or Private Placement Transaction with any party during the
     term of this Agreement or within 12 months following termination of this
     Agreement pursuant to paragraph 7 above, the Company shall pay BGL a fee (a
     "Transaction Fee") computed as follows (provided that the total Transaction
     Fee and Restructuring Fee shall not be less than $1,000,000 nor greater
     than $3,000,000):"

     (d)  Section 9(a) of the Agreement is hereby amended by the deletion
thereof in its entirety, and the substitution therefor of the following:

          "In the case of any Sale(s), the aggregate Transaction Fee shall be
     equal to the greater of (i) $500,000 or (ii) the sum of $250,000 plus one
     percent (1.0%) of the Consideration (as defined below) in respect of each
     such Sale. The Transaction Fee shall be payable by the Company to BGL via
     wire transfer at the closing of each such Sale and to the extent
     practicable shall be based upon Consideration reasonably determined at the
     time of closing."

     (e)  Section 10 of the Agreement is hereby amended by the deletion thereof
in its entirety, and the substitution therefor of the following:

          "(a)  If the Company completes, or enters into definitive agreements
     to complete, a Restructuring during the term of this Agreement or within 12
     months following termination of this Agreement pursuant to paragraph 7
     above, the Company shall pay BGL as compensation for its services a fee
     (the "Restructuring Fee") via wire transfer at the closing of the
     Restructuring equal to the greater of $500,000 or 2% of the aggregate
     principal amount of indebtedness and/or the redemption value of the
     preferred stock, excluding the Company's existing senior secured debt,
     which is restructured, settled, forgiven, rescheduled and/or converted to
     some other form of debt obligation or equity.

          (b)  If a plan of reorganization or similar arrangement is confirmed
     in respect of the Company by a court pursuant to a bankruptcy or similar
     judicial proceeding, the Company shall pay BGL as compensation for its
     services a fee (the "Confirmation Fee") via wire transfer upon the
     confirmation thereof equal to $1,000,000; provided, that the Company shall
     be entitled to credit against the amount of such Confirmation Fee the
     amount of any Restructuring Fee and/or Transaction Fees previously paid to
     BGL hereunder."


<PAGE>
Mr. Wayne R. Hellman
February 5, 2003
Page 3


     Except as expressly provided herein, all of the terms and conditions of the
Agreement remain unchanged and in full force and effect. If the foregoing
accurately reflects your understanding of our mutual agreements in respect of
the foregoing, kindly execute this letter in the space provided below and return
a signed copy to BGL by telecopy, whereupon this letter will constitute the
legally binding agreement of each of the parties hereto.

                                   Very truly yours,

                                   BROWN, GIBBONS, LANG & COMPANY
                                   SECURITIES, INC.



                                   By: /s/ Michael E. Gibbons
                                      --------------------------------------
                                           Michael E. Gibbons
                                           President & Chairman of the Board

Confirmed and Accepted
as of the date first above written:

ADVANCED LIGHTING TECHNOLOGIES, INC.


By:
   ---------------------------------


DEPOSITION SCIENCES INCORPORATED


By:
   ---------------------------------


VENTURE LIGHTING INTERNATIONAL, INC.


By:
   ---------------------------------


APL ENGINEERED MATERIALS, INC.


By:
   ---------------------------------

<PAGE>


                BROWN, GIBBONS, LANG & COMPANY SECURITIES, INC.

1111 SUPERIOR AVENUE, SUITE 900           225 WEST WASHINGTON STREET, SUITE 1600
   CLEVELAND, OHIO 44114                          CHICAGO, ILLINOIS 50505
      (216) 241-2800                                  (312) 658-1000
  FACSIMILE (216) 241-7417                       FACSIMILE (312) 368-1988


CONFIDENTIAL
------------

October 17, 2002

Mr. Wayne R. Hellman
Chairman and Chief Executive Officer
Advanced Lighting Technologies, Inc.
32000 Aurora Road
Solon, OH 44139

Dear Wayne:

1.   This letter will set forth the terms of the agreement pursuant to which
     Brown, Gibbons, Lang & Company Securities, Inc. ("BGL") will serve as lead
     financial advisor and investment banker to Advanced Lighting Technologies,
     Inc., its subsidiaries and/or divisions (collectively, the "Company"), to
     advise the Company (subject to the Company's right to retain an additional
     financial advisor to advise its Board of Directors) on its strategic
     alternatives, which may include (i) the sale of all or a portion of the
     stock or assets of the Company (a "Sale"), or (ii) the refinancing,
     recapitalization or restructuring of the Company. At the Company's request,
     BGL shall:

     (a) Assist the Company in connection with a Sale:

     (b) Assist the Company in privately placing debt and/or equity financing
         (a "Private Placement Transaction");

     (c) Make appropriate presentations regarding the Company and its strategic
         alternatives to the holders of the Company's loans, bond, notes,
         debentures, preferred stock and specified trade debt (the "Creditors")
         (as to the senior bank group, such presentations shall be as reasonably
         requested by the senior bank group, not to be less often than twice
         monthly); and

     (d) Assist the Company in negotiating a settlement or forgiveness, or
         other restructuring, conversion or rescheduling, of any of the terms
         of the Company's existing debt obligations, excluding the Company's
         existing senior secured debt, to the Creditors (a "Restructuring").




<PAGE>
Mr. Wayne R. Hellman
October 17, 2002
Page 2


2.   BGL hereby accepts the engagement described in paragraph 1 and, in that
     connection, BGL and the Company agree as follows:

     (a)  BGL shall review and familiarize itself with the business and
          financial condition of the Company and any other matters it deems
          relevant and shall conduct such analysis in that regard as BGL may
          consider appropriate. At BGL's request, the Company shall furnish BGL
          such financial and other information as BGL may reasonably request in
          order to perform its services hereunder. The Company will also
          promptly advise BGL of all developments materially affecting the
          Company during the term hereof. The Company authorizes BGL to use
          such information in connection with its engagement hereunder, and to
          discuss such information with, and deliver such information to,
          potential purchasers, lenders and/or investors;

     (b)  BGL shall assist the Company in the preparation and completion on
          or before November 18, 2002 of a confidential information package
          describing the Company and/or any one or more of its businesses
          (a "Memorandum") and in the preparation and negotiations of any
          confidentiality agreements to be entered into by third parties
          potentially interested in entering into Sale, Private Placement
          Transaction, or Restructuring, all of which shall be subject to
          approval by the Company;

     (c)  BGL shall initiate on or before December 9, 2002 contacts and meetings
          with third parties who potentially may be interested in a Sale;

     (d)  BGL shall assist the Company in preparing presentations, discussions
          and due diligence materials, which shall be provided on or before
          December 31, 2002 to third parties who potentially may be interested
          in a Sale and shall assist the Company in negotiations relating to a
          Sale, Private Placement Transaction, or Restructuring;

     (e)  BGL shall be the Company's financial advisor and investment banker in
          connection with any Sale, Private Placement Transaction, or
          Restructuring undertaken by the Company during the term of this
          Agreement. The Company agrees that, during the term of this Agreement,
          BGL shall, on a best efforts basis, identify potential counter-parties
          to a Sale or Private Placement Transaction and shall have the
          exclusive authority to initiate and conduct discussions, and assist
          and advise the Company in its negotiations, with all prospective
          counter-parties to a Sale, Private Placement Transaction, or
          Restructuring. The Company agrees to identify to BGL all prospective
          counter-parties to a Sale, Private Placement Transaction, or
          Restructuring who have been in contact with the Company prior to the
          date hereof and all such prospective counter-parties who come in
          contact with the Company during the term of this Agreement;

     (f)  If requested by the Company, make presentations to the Company's
          senior management and/or the Board of Directors of the Company; and

<PAGE>
Mr. Wayne R. Hellman
October 17, 2003
Page 3

     (g)  Provide such other and further financial advisory and investment
          banking services as are customary for similar transactions and as
          may be mutually agreed upon by the Company and BGL.

3.   All opinions and advice (written or oral) given by BGL to the Company in
     connection with BGL's engagement hereunder are intended solely for the use
     of the Company and shall be treated as confidential by the Company, and the
     Company agrees that no such opinion or advice shall be used, reproduced,
     disseminated, quoted or referred to at any time, in any manner or for any
     purpose, nor shall the Company make any public references to BGL, without
     BGL's prior written consent or except as may otherwise be required by
     applicable law. In addition, the Company agrees that it shall not use,
     distribute, reproduce or reference in any manner any descriptive material
     prepared with BGL's assistance, including any Memorandum or other materials
     prepared in connection with a potential Sale, Private Placement
     Transaction, or Restructuring except to prospective counter-parties who
     have executed confidentiality agreements in form and substance approved by
     the Company and BGL or otherwise with BGL's prior written consent.

4.   The Company shall make available to BGL information concerning the
     business assets, operations and financial condition of the Company
     (the "Information") that BGL reasonably requests in connection with the
     performance of its obligations hereunder. The Company represents and
     warrants that all Information (a) made available by the Company to BGL
     or to a prospective party to a Sale, Private Placement Transaction,
     or Restructuring hereunder, (b) contained in any Memorandum or other
     informational materials, or (c) contained in any filing by the Company with
     any court or other governmental authority with respect to a proposed Sale,
     Private Placement Transaction, or Restructuring, will, at all times during
     the period of BGL's engagement hereunder, be complete and correct in all
     material respects and will not contain any untrue statement of a material
     fact or omit a material fact necessary in order to make the statements
     therein not misleading in light of the circumstances under which such
     statements are made. The Company further represents and warrants that any
     projections and other prospective Information made available by the Company
     to BGL or to a prospective party to a Sale, Private Placement Transaction,
     or Restructuring hereunder will have been prepared by the Company in good
     faith and has been based upon assumptions which, in light of the
     circumstances under which they are made, are reasonable. The Company
     acknowledges and agrees that in rendering services hereunder, BGL will be
     using and relying upon Information (and information available from public
     sources and other sources deemed reliable by BGL) without independent
     verification thereof by BGL.

5.   The Company shall furnish to BGL the names of all parties with which the
     Company has had discussions or contacts concerning a Sale or Private
     Placement Transaction during the 12 month period prior to the date hereof
     and promptly advise BGL of any such contacts subsequent to the date of this
     Agreement.
<PAGE>
Mr. Wayne R. Hellman
October 17, 2002
Page 4



6.   The Company may refuse to discuss or negotiate a Sale, Private Placement
     Transaction, or Restructuring with any party for any reason whatsoever and
     may terminate negotiations with any party, whether or not previously
     approved by the Company, at any time.

7.   Subject to the provisions of paragraphs 8 through 13, which shall survive
     any termination of this Agreement, either party may terminate this
     engagement at any time without cause by giving the other party at least 10
     business days prior written notice of termination. After the effective date
     of any such termination, BGL shall deliver to the Company a list of all
     parties with which BGL or the Company has had contacts or discussions
     concerning a Sale, Private Placement Transaction, or Restructuring prior to
     receipt of the notice of termination and shall, upon request, either
     destroy or redeliver to the Company any confidential information provided
     to BGL by the Company.

8.   The Company shall pay BGL a nonrefundable upfront retainer of $75,000 (the
     "Upfront Retainer") and a nonrefundable monthly retainer of $75,000 per
     month (the "Monthly Retainers"). The Upfront Retainer payment shall be made
     on the date of execution of this Agreement and the Monthly Retainers shall
     be due, in advance, on the same date of each subsequent month through the
     term of this Agreement, through and including the month in which this
     Agreement is terminated.

9.   If the Company completes, or enters into a definitive agreement to
     complete, a Sale or Private Placement Transaction with any party during the
     term of this Agreement or within 12 months following termination of this
     Agreement pursuant to paragraph 7 above, the Company shall pay BGL a fee (a
     "Transaction Fee") computed as follows (provided that the total Transaction
     Fee and Restructuring Fee does not exceed $3,000,000):

     (a)  In the case of a Sale, the aggregate Transaction Fee shall be equal
          to the greater of (i) $500,000 or (ii) the sum of $250,000 plus
          one percent (1.0%) of the Consideration (as defined below). The
          Transaction Fee shall be payable by the Company to BGL via wire
          transfer at the closing of the Sale and to the extent practicable
          shall be based upon Consideration reasonably determined at the time
          of closing.

     (b)  In the case of a Private Placement Transaction, the aggregate
          Transaction Fee shall be the greater of (i) $750,000 or (ii) the sum
          one percent (1.0%) of the total aggregate committed principal amount
          of financing in the form of senior secured debt, excluding any senior
          secured debt or guarantees provided by GE; plus four percent (4.0%) of
          the aggregate committed principal amount of financing in the form of
          equity, common stock and/or preferred stock, mezzanine debt,
          subordinated debt, senior debt collateralized by a 2nd or junior lien
          on all or part of the Company's assets, and/or senior unsecured debt.
          Such fee shall fully earned, due and payable no later than (i) the
          closing of the Private Placement Transaction or (ii) the termination
          of this Agreement if BGL shall have, prior to the date of such
          termination, obtained commitments from prospective investors who are
          ready, willing and able to conclude the Private Placement Transaction
          on terms approved by the Company.
<PAGE>
Mr. Wayne R. Hellman
October 17, 2002
Page 5



     (c)  "Consideration" shall mean the sum of the cash received or retained
          market value of marketable equity securities or interests; fair market
          value of unmarketable equity securities or interests; the face value
          of cash flows to be received by the Company under non-contingent
          straight and convertible debt instruments or other such obligations,
          issued or issuable from an acquiring party in connection with a
          Transaction; the present value (discounted at a rate of 10% per annum)
          of the face amount of earn-out obligations from an acquiring party in
          connection with such Transaction; the value of any assets retained by
          the Company in lieu of other Consideration; the face amount of any
          accounts payable owed by the Company other than on ordinary and
          customary industry terms; any assumption of indebtedness for money
          borrowed including guarantees assumed by the acquiror in connection
          with a Transaction; any assumption of long term liabilities
          (including, but not limited to, underfunded pension liabilities, other
          underfunded employee or retiree benefits, environmental liabilities,
          reserves for law suits and other liabilities, product liability
          amounts and capital lease obligations); the present value (discounted
          at a rate of 10% per annum) of any contracts or agreements not to
          compete and of any personal service contracts or agreements which are
          in excess of such personal service contracts or agreements in effect
          for owners of the Company prior to the closing of a Transaction.
          Consideration in the form of private company stock or assets shall be
          valued at the market value mutually agreed upon by the parties in good
          faith as of the closing.

10.  If the Company completes, or enters into definitive agreements to complete,
     a Restructuring during the term of this Agreement or within 12 months
     following termination of this Agreement pursuant to paragraph 7 above,
     the Company shall pay BGL as compensation for its services a fee (the
     "Restructuring Fee") via wire transfer at the closing of the Restructuring
     equal to the greater of $500,000 or 2% of the aggregate principal amount of
     indebtedness, excluding the Company's existing senior secured debt, which
     is restructured, settled, forgiven, rescheduled and/or converted to some
     other form of debt obligation or equity.

11.  The Company agrees to reimburse BGL, from time to time on demand, for all
     reasonable out-of-pocket expenses incurred by BGL in connection with its
     services hereunder and in the preparation and finalization of this
     agreement. Out-of-pocket expenses shall include all travel-related,
     telephone, telefacsimile, memoranda production costs, duplication, courier,
     database research, and other similar expenses and the reasonable fees and
     expenses of BGL's counsel.

12.  Recognizing that BGL's role is advisory, the Company agrees to indemnify,
     defend and hold harmless BGL and its affiliates, the respective partners,
     directors, officers, agents and employees of BGL and its affiliates, and
     each other person, if any, controlling BGL or its affiliates (the foregoing
     being referred to herein individually as an "Indemnified Party" and
     collectively as the "Indemnified Parties") from and against any and all
     losses, claims, damages, liabilities or costs, as and when incurred, to
     which such Indemnified Party may
<PAGE>

Mr. Wayne R. Hellman
October 17, 2002
Page 6

     become subject or which are asserted against any Indemnified Party,
     directly or indirectly, in any way related to BGL's services under this
     Agreement, including, without limitation, in connection with (i) any act
     or omission by BGL related to its engagement hereunder or (ii) BGL's
     acceptance, or its performance or non-performance, of its obligations under
     this Agreement. The Company will reimburse the Indemnified Parties for any
     legal or other expenses incurred by them, as and when incurred, in
     connection with investigating, preparing or defending any such losses,
     claims, damages or liabilities or any action in respect thereof, whether
     or not in connection with pending or threatened litigation, and whether
     or not any Indemnified Party is a party thereto; provided, however, that
     the Company shall not be liable under the foregoing indemnity agreement in
     respect of any liability to the extent that such liability is found in a
     final judgment by a court of competent jurisdiction, not subject to further
     appeal, to have resulted primarily from BGL's gross negligence or willful
     misconduct in the performance of its duties under this Agreement. The
     Company agrees that reliance by BGL on any publicly-available information,
     the information supplied by the Company to BGL in connection with this
     Agreement or any directions furnished by the Company shall not constitute
     negligence, bad faith or willful misconduct by BGL.

     In order to provide for just and equitable contribution, if a claim for
     indemnification is made pursuant to this Agreement but it is found in a
     final judgment by a court of competent jurisdiction, not subject to further
     appeal, that such indemnification may not be enforced in such case, the
     Indemnified Parties, on the one hand, and the Company, on the other hand,
     shall each contribute to the amount paid or payable as a result of such
     losses, claims, damages or liabilities in such proportion as is appropriate
     to reflect the relative fault of the Indemnified Parties, on the one hand,
     and the Company, on the other hand, and the relative benefits to the
     Indemnified Parties, on the one hand, and the Company, on the other hand,
     arising out of the particular matter or transaction which gave rise to such
     loss, claim, damage, liability or costs, and all other relevant equitable
     considerations shall also be taken into account. No person found liable for
     a fraudulent misrepresentation shall be entitled to contribution from any
     person who is not also found liable for such fraudulent misrepresentation.
     Notwithstanding the foregoing, BGL shall not be obligated to contribute any
     amount hereunder that exceeds the amount of fees previously received by BGL
     hereunder.

13.  The Company hereby acknowledges and agrees that it is a sophisticated
     business enterprise that has retained BGL for the limited purposes set
     forth in this Agreement and that the rights and obligations of the parties
     hereto are contractual in nature and that BGL has not made any warranties
     or guarantees of any nature as to the success or satisfactory conclusion of
     any Sale, Private Placement Transaction, or Restructuring or as to the
     economic, financial or other results which may be obtained or experienced
     by the Company as a result thereof. Each of the Company and BGL disclaim
     any intention to impose fiduciary duties or obligations on the other by
     virtue of the engagement contemplated by this Agreement, and no other
     person or entity shall have any rights or obligations hereunder except as
     expressly provided herein.

<PAGE>
Mr. Wayne R. Hellman
October 17, 2002
Page 7


14.  If a Sale, Private Placement Transaction, or Restructuring is completed
     pursuant to this Agreement, BGL may, at its expense and with the Company's
     approval (which approval shall not be unreasonably withheld or delayed),
     place an announcement in such newspapers and periodicals as it may choose
     stating that BGL has acted as financial advisor for the Company in such
     transaction and otherwise distribute such announcement as it shall see fit.

15.  No fee payable to any other financial advisor or investment banker by the
     Company or any other company in connection with the subject matter of
     this engagement shall reduce or otherwise affect any fee payable to BGL
     hereunder. This Agreement has been duly and validly executed by the parties
     hereto and shall be binding upon and inure to the benefit of the parties
     and their respective successors and assigns. This Agreement represents the
     entire understanding between the parties, and all prior discussions and
     negotiations are merged in it. This Agreement may not be modified or
     amended except in writing duly executed by the parties hereto. This
     Agreement shall be governed by and construed in accordance with the laws
     of the State of Ohio, without reference to that state's conflict of laws
     principles.

If the foregoing correctly sets forth the understanding and agreement between
BGL and the Company, please so indicate in the space provided below and return
it to BGL.

                                     Sincerely

                                     BROWN, GIBBONS, LANG & COMPANY
                                     SECURITIES, INC.



                                     By: /s/ Michael E. Gibbons
                                         ------------------------------------
                                         Michael E. Gibbons
                                         Senior Managing Director & Principal


AGREED AND ACCEPTED:

ADVANCED LIGHTING TECHNOLOGIES, INC.       VENTURE LIGHTING INTERNATIONAL, INC.

By: /s/ Wayne R. Hellman                   By: /s/ Wayne R. Hellman
    ---------------------------                --------------------------
    Wayne R. Hellman                           Wayne R. Hellman
    Chairman and Chief Executive Officer

                                           APL ENGINEERED MATERIALS, INC.
DEPOSITION SCIENCES INCORPORATED
                                           By: /s/ Wayne R. Hellman
By: /s/ Wayne R. Hellman                       --------------------------
-------------------------------                Wayne R. Hellman
Wayne R. Hellman




<PAGE>


                BROWN, GIBBONS, LANG & COMPANY SECURITIES, INC.

1111 SUPERIOR AVENUE, SUITE 900            180 NORTH STETSON AVENUE, SUITE 4300
   CLEVELAND, OHIO 44114                          CHICAGO, ILLINOIS 60601
      (216) 241-2800                                  (312) 658-1600
  FACSIMILE (216) 241-7417                       FACSIMILE (312) 368-1988



December 31, 2002


Mr. Wayne R. Hellman
Chairman and Chief Executive Officer
Advanced Lighting Technologies, Inc.
3200 Aurora Road
Solon, Ohio 44139

     Re:  Engagement of Brown, Gibbons, Lang & Company Securities, Inc.
          ("BGL") by Advanced Lighting Technologies, Inc. and its subsidiaries
          (collectively, the "Company")

Dear Wayne:

     Reference is made to that certain letter agreement, dated as of October 17,
2002 (such letter agreement being referred to as the "Agreement"), by and
between BGL and the Company. Capitalized terms used herein and not defined have
the meanings given them in the Agreement.

     This letter agreement will confirm the mutual agreement of the Company and
BGL that, notwithstanding the provisions of Section 2(d) of the Agreement, BGL
shall not be in breach thereof if it has not provided presentations, discussions
and/or due diligence materials to third parties who may potentially be
interested in a Sale on or before December 31, 2002, which requirement the
Company hereby waives.

     Except as expressly provided herein, all of the terms and conditions of the
Agreement remain unchanged and in full force and effect. If the foregoing
accurately reflects your understanding of our mutual agreements in respect of
the foregoing, kindly execute this letter in the space provided below and return
a signed copy to BGL by telecopy, whereupon this letter will constitute the
legally binding agreement of each of the parties hereto.



                                        Very truly yours,

                                        BROWN, GIBBONS, LANG & COMPANY
                                        SECURITIES, INC.

                                        By: /s/ Michael E. Gibbons
                                            ------------------------------------
                                            Michael E. Gibbons
                                            Senior Managing Director & Principal
<PAGE>
Mr. Wayne R. Hellman
December 31, 2002
Page 2



Confirmed and Accepted
as of the date first above written:



ADVANCED LIGHTING TECHNOLOGIES, INC.

By: /s/ Wayne R. Hellman
    ----------------------------------
    Wayne R. Hellman
    Chairman & Chief Executive Officer


DEPOSITION SCIENCES INCORPORATED

By: /s/ Wayne R. Hellman
    ----------------------------------
    Wayne R. Hellman


VENTURE LIGHTING INTERNATIONAL, INC.

By: /s/ Wayne R. Hellman
    ----------------------------------
    Wayne R. Hellman


APL ENGINEERED MATERIALS, INC.

By: /s/ Wayne R. Hellman
    ----------------------------------
    Wayne R. Hellman