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                                                                    Exhibit 10.3

          THIRD AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AGREEMENT



         THIS THIRD AMENDMENT TO AMENDED AND RESTATED FORBEARANCE AGREEMENT
(this "Amendment") is made and entered into as of this 23rd day of January,
2003, among Advanced Lighting Technologies, Inc., Venture Lighting Power
Systems, North America Inc., Parry Power Systems Limited, and Venture Lighting
Europe Ltd. (collectively, "Borrowers"), PNC Bank, National Association, as
Agent ("Agent") and PNC Bank, National Association, National City Commercial
Finance, Inc. and Sovereign Bank (collectively, "Lenders"). Capitalized terms
used herein without definition have the meanings ascribed thereto in the Amended
and Restated Forbearance Agreement among the parties hereto dated October 18,
2002 (the "Forbearance Agreement").

                                    RECITALS

         A. Borrowers, Agent and Lenders entered into the Forbearance Agreement
on October 18, 2002, which Forbearance Agreement was amended by the Amendment to
Forbearance Agreement among Borrowers, Agent and Lenders dated November 19, 2002
(the "First Amendment") and the Second Amendment to Forbearance Agreement among
Borrowers, Agent and Lenders dated January 15, 2003 (the "Second Amendment")
(the First Amendment and Second Amendment, together with the Forbearance
Agreement, the "Amended Forbearance Agreement").

         B. The Amended Forbearance Agreement provided for a Forbearance Period
expiring January 23, 2003, provided that the conditions to forbearance set forth
in Section 2 thereof were satisfied.

         C. Borrowers now request that Agent and Lenders again agree to continue
to make Revolving Loans and to forbear for an additional period of time from
exercising their rights and remedies under the Credit Agreement, the Security
Documents and other Related Writings.

         D. Agent and Lenders are willing to enter into this Amendment and to
agree to provide an additional Forbearance Period to Borrowers, on the terms and
subject to the conditions set forth in this Amendment.


<PAGE>

                                    AGREEMENT

         In consideration of the Recitals and of the mutual promises and
covenants contained herein, Lenders and Borrowers agree as follows:

         1. FORBEARANCE PERIOD. Section 1(a) of the Amended Forbearance
Agreement is hereby amended to delete the date "January 23, 2003" and insert in
lieu thereof "January 30, 2003."

         2. FORBEARANCE AMENDMENTS. The Amended Forbearance Agreement is hereby
amended such that:

                  (a) Section 2(r) of the Amended Forbearance Agreement
         [referenced in Section 4 of the Second Amendment to the Amended and
         Restated Forbearance Agreement] is hereby deleted.

                  (b) The following proviso is added at the end of Section 2(k)
         of the Amended Forbearance Agreement: "; provided, however, the
         issuance by or on behalf of the holders of the Senior Notes under the
         terms of the Indenture of notice of acceleration shall not constitute a
         failure of this condition."

         3. NO COURSE OF DEALING; NO COMMITMENT TO FURTHER FORBEAR.

                  (a) Except as provided in this Amendment, Agent and Lenders
         expressly reserve all rights and remedies they may have against
         Borrowers, and any and all additional borrowers, guarantors, debtors
         and/or obligors for the Loans. Borrowers specifically acknowledge and
         agree that neither Agent nor any Lender has made any promise,
         commitment or representation whatsoever, nor has Agent or any Lender
         any obligation to Borrowers to modify the terms of the Amended
         Forbearance Agreement, Credit Agreement, any Security Document or other
         Relating Writing or the Loans, offer any discounted payoff of the
         Loans, refinance the Loans, grant any forbearance (other than as
         provided in the Amended Forbearance Agreement), extend the payment
         terms of the Loans or extend any other financial accommodation to
         Borrowers.

                  (b) Without limiting any provision of Section 3(a) above or
         otherwise in this Agreement, and notwithstanding Agent and Lenders
         deeming an Engagement Letter acceptable to them, nothing contained in
         this Agreement or otherwise requires Agent or Lenders: to further
         extend the Forbearance Period; enter into a new forbearance agreement;
         if a new forbearance agreement were to be entered into, to agree to
         include certain terms in such a forbearance agreement; to continue to
         make available to Borrowers Revolving Loans under the Credit Agreement
         beyond the Forbearance Period; or to forbear from exercising rights as
         to the Collateral beyond the Forbearance Period.

         4. INTEGRATION. Except as set forth in Sections 1 and 2 hereof, the
Amended Forbearance Agreement remains in full force and effect and is integrated
in its entirety into this Amendment. References in the Amended Forbearance
Agreement to "this Agreement" are hereby deemed to include this Amendment.



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         5. COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment may be executed
in any number of counterparts and by different parties to this Amendment on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto.

         6. RELEASE OF CLAIMS AND WAIVER. Borrowers and U.S. Guarantors hereby
release, remise, acquit and forever discharge Agent and Lender and Agent's and
Lenders' employees, agents, representatives, consultants, attorneys,
fiduciaries, servants, officers, directors, partners, predecessors, successors
and assigns, subsidiary corporations, parent corporations, and related corporate
divisions (all of the foregoing hereinafter called the "Released Parties"), from
any and all actions and causes of action, judgments, executions, suits, debts,
claims, demands, liabilities, obligations, damages and expenses of any and every
character, known or unknown, direct and/or indirect, at law or in equity, of
whatsoever kind or nature, whether heretofore or hereafter arising, for or
because of any matter or things done, omitted or suffered to be done by any of
the Released Parties prior to and including the date of execution hereof, and in
any way directly or indirectly arising out of or in any way connected to this
Amendment, the Amended Forbearance Agreement, the Credit Agreement, the Security
Documents and other Related Writings (all of the foregoing hereinafter called
the "Released Matters"). Borrowers and U.S. Guarantors acknowledge that the
agreements in this paragraph are intended to be in full satisfaction of all or
any alleged injuries or damages arising in connection with the Released Matters.
Each of the Borrowers and U.S. Guarantors represent and warrant to Lenders and
Agent that it has not purported to transfer, assign or otherwise convey any
right, title or interest of Borrowers or U.S. Guarantors in any Released Matter
to any other Person and that the foregoing constitutes a full and complete
release of all Released Matters.

         7. LEGAL REPRESENTATION OF PARTIES. This Amendment was negotiated and
agreed to by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring this Amendment or any
other Loan Document to be construed or interpreted against any party shall not
apply to any construction or interpretation hereof or thereof.

         8. GOVERNING LAW. This Amendment is governed by the laws of the State
of Ohio.



                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                          U.S. BORROWER:

Address: 32000 Aurora Road                ADVANCED LIGHTING
         Solon, Ohio 44139                   TECHNOLOGIES, INC.
         Attention:  Treasurer

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


                                          CANADIAN BORROWER:

Address: 10 Chandler Road                 VENTURE LIGHTING POWER
         P.O. Box 250                        SYSTEMS, NORTH AMERICA INC.
         Amherst, Nova Scotia BH4 3Z2
         Attention:  Treasurer
                                          By: /s/ R. Douglas Oulton
                                             ----------------------------------
                                          Title: VP - Finance and Administration
                                                -------------------------------


                                          UK BORROWERS:

Address: Victoria Mills                   PARRY POWER SYSTEMS LIMITED
         Draycott
         Derby DE72 3PW England
         Attention:  Treasurer            By: /s/ E. Young
                                             ----------------------------------
                                          Title: Director
                                                -------------------------------


Address: Victoria Mills                   VENTURE LIGHTING EUROPE LTD.
         Draycott
         Derby DE72 3PW England
         Attention:  Treasurer            By: /s/ E. Young
                                             ----------------------------------
                                          Title: Director
                                                -------------------------------



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<PAGE>


                                          AGENT AND THE BANKS:

Address: PNC Bank, National Association   PNC BANK, NATIONAL ASSOCIATION,
         1 PNC Plaza                        as Agent and as a Bank
         249 Fifth Avenue
         Pittsburgh, PA 15222
         Attention:  Richard Muse, Jr.    By: /s/ Richard F. Muse, Jr.
                                             ----------------------------------
                                          Title: Vice President
                                                -------------------------------


Address: Sovereign Bank                   SOVEREIGN BANK
         100 N. 3rd St.
         Easton, PA  18042
         Attention:  Richard Geld         By: /s/ Richard M. Geld
                                             ----------------------------------
                                          Title: Vice President
                                                -------------------------------


Address: National City Commercial         NATIONAL CITY COMMERCIAL
           Finance, Inc.                    FINANCE, INC.
         1965 East 6th Street
         Cleveland, Ohio 44114
         Attention:  Dennis Hatvany       By: /s/ Dennis Hatvany
                                             ----------------------------------
                                          Title: Vice President
                                                -------------------------------




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                              CONSENT OF GUARANTOR

         The undersigned are the U.S. Guarantors referred to in the Credit
Agreement. The undersigned do hereby consent to the terms of this Amendment and
do hereby ratify and confirm the Guaranty of Payment in all respects. The
undersigned further specifically consent to and join in the agreements, waivers
and releases contained this Amendment.

                             ADLT Realty Corp. I, Inc.
                             ADLT Services, Inc.
                             APL Engineered Materials, Inc.
                             Ballastronix (Delaware, Inc.)
                             Lighting Resources International, Inc.
                             Microsun Technologies, Inc.
                             Venture Lighting International, Inc.


                             By: /s/ Steven C. Potts
                                ----------------------------------
                             Name: Steven C. Potts
                                  --------------------------------
                             Title: Chief Financial Officer
                                   -------------------------------
                             of each of the companies listed above

                             Deposition Sciences, Inc.


                             By: /s/ Steven C. Potts
                                ----------------------------------
                             Name: Steven C. Potts
                                  --------------------------------
                             Title: Chief Financial Officer
                                   -------------------------------
                             signing for each of the companies listed above by
                             Power of Attorney



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