<PAGE>

                                                                    EXHIBIT 10.2

                      ADVANCED LIGHTING TECHNOLOGIES, INC.

                           2003 EQUITY INCENTIVE PLAN

                  (AS ADOPTED AND EFFECTIVE DECEMBER 18, 2003)

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                <C>
SECTION 1. PURPOSE...............................................................  1
SECTION 2. DEFINITIONS...........................................................  1
           2.1   Affiliate.......................................................  1
           2.2   Award...........................................................  1
           2.3   Board of Directors or Board.....................................  1
           2.4   Change in Control...............................................  1
           2.5   Change of Control Transaction...................................  2
           2.6   Code............................................................  2
           2.7   Committee.......................................................  2
           2.8   Common-Law Employee.............................................  2
           2.9   Company.........................................................  2
           2.10  Company Payment Condition.......................................  2
           2.11  Employee........................................................  2
           2.12  Exchange Act....................................................  2
           2.13  Executive Managers..............................................  2
           2.14  Fair Market Value...............................................  2
           2.15  Grant Date......................................................  3
           2.16  Initial Public Offering.........................................  3
           2.17  Major Event.....................................................  3
           2.18  Offeree.........................................................  3
           2.19  Outside Director................................................  3
           2.20  Participant.....................................................  4
           2.21  Permitted Reason................................................  4
           2.22  Permitted Transfer..............................................  4
           2.23  Permitted Transferee............................................  4
           2.24  Plan............................................................  4
           2.25  Purchase Price..................................................  4
           2.26  Pro Rata Portion................................................  4
           2.27  Restricted Share................................................  4
           2.28  Saratoga........................................................  4
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                <C>
           2.29  Saratoga Group.................................................   4
           2.30  Securities Act.................................................   4
           2.31  Service........................................................   4
           2.32  Share..........................................................   4
           2.33  Stock..........................................................   4
           2.34  Stock Award Agreement..........................................   4
           2.35  Stock Purchase Agreement.......................................   5
           2.36  Subsidiary.....................................................   5
           2.37  W-2 Payroll....................................................   5
SECTION 3. ADMINISTRATION.......................................................   5
           3.1   Committee Membership...........................................   5
           3.2   Committee Procedures...........................................   5
           3.3   Committee Responsibilities.....................................   5
           3.4   Committee Liability............................................   6
           3.5   Financial Reports..............................................   6
SECTION 4. ELIGIBILITY..........................................................   6
           4.1   General Rule...................................................   6
           4.2   Ten-Percent Shareholders.......................................   6
           4.3   Attribution Rules..............................................   6
           4.4   Outstanding Stock..............................................   7
SECTION 5. STOCK SUBJECT TO PLAN................................................   7
           5.1   Basic Limitation...............................................   7
           5.2   Additional Shares..............................................   7
SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES..............................   7
           6.1   Stock Purchase Agreement.......................................   7
           6.2   Duration of Offers.............................................   8
           6.3   Purchase Price and Payment.....................................   8
           6.4   Payment for Shares.............................................   8
                 6.4.1  Surrender of Stock......................................   8
           6.5   Exercise of Awards on Termination of Service...................   8
SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES.................   8
           7.1   Form and Amount of Award.......................................   8
           7.2   Vesting........................................................   9
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                <C>
            7.3   Effect of Change in Control...................................    9
            7.4   Voting and Dividend Rights....................................    9
SECTION 8.  [INTENTIONALLY OMITTED].............................................    9
SECTION 9.  ADJUSTMENT OF SHARES................................................    9
            9.1   General.......................................................    9
            9.2   Reorganizations...............................................    9
            9.3   Voting Trust..................................................    9
            9.4   Reservation of Rights.........................................   10
SECTION 10. WITHHOLDING TAXES...................................................   10
            10.1  General.......................................................   10
            10.2  Share Withholding.............................................   10
            10.3  Other Forms of Payment........................................   10
SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS; REPURCHASE
            OF SHARES OBLIGATION TO SELL SHARES.................................   11
            11.1 General........................................................   11
            11.2 Permitted Transfers............................................   11
            11.3 Third Party Transfer Restrictions..............................   11
                 11.3.1   Prior to a Major Event................................   11
                 11.3.2   After a Major Event...................................   11
            11.4 Termination of Service.........................................   12
                 11.4.1   Prior to a Major Event................................   12
                 11.4.2   After a Major Event...................................   13
                 11.5.1   Compelled Sale........................................   14
                 11.5.2   Notice and Sale Procedures............................   14
SECTION 12. LEGAL REQUIREMENTS..................................................   15
SECTION 13. NO EMPLOYMENT RIGHTS................................................   15
SECTION 14. DURATION AND AMENDMENTS.............................................   15
            14.1  Term of the Plan..............................................   16
            14.2  Right to Amend or Terminate the Plan..........................   16
            14.3  Effect of Amendment or Termination............................   16
</TABLE>

                                      iii
<PAGE>

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                           2003 EQUITY INCENTIVE PLAN

                 (AS ADOPTED AND EFFECTIVE_____________ , 2003)

                                   1. PURPOSE

         The purpose of the ADVANCED LIGHTING TECHNOLOGIES, INC. 2003 Equity
Incentive Plan (the "Plan") is to offer selected employees, directors and
consultants of the Company and of the subsidiaries of the Company, an
opportunity to acquire a proprietary interest in the success of the Company, or
to increase such interest, to encourage such selected persons to remain in the
employ of the Company and to attract new employees with outstanding
qualifications. The Plan seeks to achieve this purpose by providing for Awards
in the form of Restricted Shares as well as the direct award or sale of shares
of the Company's Common Stock. Awards will be made pursuant to federal and state
securities law exemptions.

                                 2. DEFINITIONS

2.1      Affiliate shall mean, with respect to any Person, a Person which
         controls, is controlled by or is under common control with, such
         Person.

2.2      Award shall mean any award of a Restricted Share or other right under
         the Plan.

2.3      Board of Directors or Board shall mean the Board of Directors of the
         Company, as constituted from time to time.

2.4      Change in Control means, (i) (a) such time as a "person" or "group"
         (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)
         becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 under
         the Exchange Act) of more than 50% of the total voting power of the
         Stock on a fully diluted basis, and (b) such ownership represents a
         greater percentage of the total voting power of the Stock on a fully
         diluted basis than may be voted by (I) Saratoga and/or any of its
         Affiliates, (II) any "group" (within the meaning of Sections 13(d) and
         14(d)(2) of the Exchange Act) that includes a member of the Saratoga
         Group; if members of the Saratoga Group "beneficially own" (within the
         meaning of Rule 13d-3 under the Exchange Act) Stock representing the
         majority of the voting power of the Stock owned by such group and (III)
         Executive Managers; provided however that a Change of Control shall not
         be deemed to have occurred by reason of the fact that one or more of
         the Executive Managers become the beneficial owners of more than 50% of
         the total voting power of the Company on a fully diluted basis; or (ii)
         individuals who on the effective date of the Plan constitute the
         members of the Board (together with any new or successor directors
         whose election by the Board or whose nomination by the Board for
         election by stockholders was approved by a vote of at least two-thirds
         of the members of the Board on the date of their election or
         nomination) cease for any reason to constitute a majority of the
         members of the Board then in office.

<PAGE>

2.5      Change of Control Transaction shall mean a transfer of Shares for value
         by one or more members of the Saratoga Group effecting a Change of
         Control.

2.6      Code shall mean the Internal Revenue Code of 1986, as amended.

2.7      Committee shall mean a committee of the Board of Directors which is
         authorized to administer the Plan under Section 3.

2.8      Common-Law Employee means an individual paid from W-2 Payroll of the
         Company or an Affiliate. If, during any period, the Company (or
         Affiliate, as applicable) has not treated an individual as a Common-Law
         Employee and, for that reason, has not paid such individual in a manner
         which results in the issuance of a Form W-2 and withheld taxes with
         respect to him or her, then that individual shall not be an eligible
         Employee for that period, even if any person, court of law or
         government agency determines, retroactively, that that individual is or
         was a Common-Law Employee during all or any portion of that period.

2.9      Company shall mean ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio
         corporation.

2.10     Company Payment Condition shall mean any restrictions on the purchase
         of Stock by the Company contained in (i) its principal secured credit
         facility, (ii) the indenture relating to its Senior Notes due 2009, and
         (iii) applicable law.

2.11     Employee shall mean (i) any individual who is a Common-Law Employee of
         the Company or of an Affiliate, (ii) a member of the Board of
         Directors, including (without limitation) an Outside Director, or an
         Affiliate of a member of the Board of Directors, (iii) a member of the
         Board of Directors of an Affiliate of the Company, or (iv) an
         independent contractor who performs services for the Company or an
         Affiliate of the Company. Service as a member of the Board of
         Directors, a member of the board of directors of an Affiliate of the
         Company or an independent contractor shall be considered employment for
         all purposes of the Plan except the second sentence of Section 4.1.

2.12     Exchange Act means the Securities and Exchange Act of 1934, as amended.

2.13     Executive Managers means the five individuals who were the most highly
         compensated officers or employees of the Company and its Subsidiaries,
         taken as a whole, for the most recent fiscal year of the Company.

2.14     Fair Market Value means the market price of Shares, determined by the
         Committee as follows:

                  If the Shares were traded over-the-counter on the date in
                  question but were not traded on the NASDAQ Stock Market or the
                  NASDAQ National Market System, then the Fair Market Value
                  shall be equal to the mean

                                       2
<PAGE>

                  between the last reported representative bid and asked prices
                  quoted for such date by the principal automated inter-dealer
                  quotation system on which the Shares are quoted or, if the
                  Shares are not quoted on any such system, by the "Pink Sheets"
                  published by the National Quotation Bureau, Inc.;

                  If the Shares were traded over-the-counter on the date in
                  question and were traded on the NASDAQ Stock Market or the
                  NASDAQ National Market System, then the Fair Market Value
                  shall be equal to the last-transaction price quoted for such
                  date by the NASDAQ Stock Market or the NASDAQ National Market;

                  If the Shares were traded on a stock exchange on the date in
                  question, then the Fair Market Value shall be equal to the
                  closing price reported by the applicable composite
                  transactions report for such date; and

                  If none of the foregoing provisions is applicable, then the
                  Fair Market Value shall be determined by the Committee in good
                  faith on the basis of existing facts and circumstances.

         In all cases, the determination of Fair Market Value by the Committee
         shall be conclusive and binding on all persons.

2.15     Grant Date means the date the Board of Directors approves an Award.

2.16     Initial Public Offering shall mean an underwritten public offering or
         offerings of Stock by the Company pursuant to one or more effective
         registration statements under the Securities Act which in the aggregate
         result in (i) aggregate net proceeds to the Company of not less than
         $20,000,000.00 and (ii) at least 20% of the issued and outstanding
         Stock o f the Company being held by persons other than any "person" or
         "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
         Exchange Act) which is the ultimate "beneficial power" (as defined in
         Rule 13d-3 under the Exchange Act) of more than 5% of the total voting
         power of the voting stock of the Company on a fully diluted basis. If
         an Initial Public Offering is the result of more than one public
         offering, the Initial Public Offering shall be deemed to have occurred
         upon completion of the last public offering constituting the Initial
         Public Offering.

2.17     Major Event shall mean the earlier to occur of (a) a Change in Control,
         (b) the Initial Public Offering, or (c) a sale of substantially all the
         Company's assets to an unrelated person or entity.

2.18     Offeree shall mean an individual to whom the Committee has offered the
         right to acquire Shares under the Plan.

2.19     Outside Director shall mean a member of the Board who is not a
         Common-Law Employee of the Company.

                                       3
<PAGE>

2.20     Participant shall mean an individual or estate who holds an Award.

2.21     Permitted Reason shall mean a termination of Service (a) by the Company
         for any reason other than "cause," (b) by the Participant by
         resignation with "good reason," (c) death or (d)"disability," each as
         defined in the Participant's employment contract, or, if such
         Participant does not have such a contract, as defined in the related
         Stock Award Agreement or Stock Purchase Agreement.

2.22     Permitted Transfer shall mean a transfer effected pursuant to Section
         11.2.

2.23     Permitted Transferee shall mean a person to which a Permitted Transfer
         is made or to whom a transfer is made in accordance with Section
         11.3.1(a).

2.24     Plan shall mean this ADVANCED LIGHTING TECHNOLOGIES, INC. 2003 Equity
         Incentive Plan.

2.25     Purchase Price shall mean the consideration for which one Share may be
         acquired under the Plan as set forth in the Award.

2.26     Pro Rata Portion shall mean, with respect to any Participant, the
         percentage of such Participant's Shares which equals the number of
         Shares transferred by members of the Saratoga Group in a Change of
         Control transaction, divided by the number of Shares held by members of
         the Saratoga Group prior to such transaction.

2.27     Restricted Share shall mean a Share sold or granted to an eligible
         Employee which is nontransferable and subject to substantial risk of
         forfeiture until restrictions lapse.

2.28     Saratoga shall mean Saratoga Lighting Holdings LLC, its successors and
         assigns.

2.29     Saratoga Group shall mean Saratoga and each and every Affiliate of
         Saratoga.

2.30     Securities Act shall mean the Securities Act of 1933, as amended.

2.31     Service shall mean service as an Employee.

2.32     Share shall mean one share of Stock, as adjusted in accordance with
         Section 9 (if applicable).

2.33     Stock shall mean the common stock of the Company.

2.34     Stock Award Agreement shall mean the agreement between the Company and
         the recipient of a Restricted Share which contains the terms,
         conditions and restrictions pertaining to such Restricted Share.

                                       4
<PAGE>

2.35     Stock Purchase Agreement shall mean the agreement between the Company
         and an Offeree who acquires Shares under the Plan which contains the
         terms, conditions and restrictions pertaining to the acquisition of
         such Shares.

2.36     Subsidiary means any subsidiary corporation within the meaning of Code
         Section 424(f)) with respect to the Company. A corporation that attains
         the status of a Subsidiary on a date after the adoption of the Plan
         shall be considered a Subsidiary commencing as of such date.

2.37     W-2 Payroll means whatever mechanism or procedure that the Company or
         an Affiliate of the Company utilizes to pay any individual which
         results in the issuance of Form W-2 to the individual. "W-2 Payroll"
         does not include any mechanism or procedure which results in the
         issuance of any form other than a Form W-2 to an individual, including,
         but not limited to, any Form 1099 which may be issued to an independent
         contractor, an agency employee or a consultant. Whether a mechanism or
         procedure qualifies as a "W-2 Payroll" shall be determined in the
         absolute discretion of the Company (or Affiliate, as applicable), and
         the Company or Affiliate determination shall be conclusive and binding
         on all persons.

                               3. ADMINISTRATION

3.1      Committee Membership.

         The Plan shall be administered by the Board of Directors. In the event
         the Company's Shares become publicly traded, the Board may appoint a
         Committee which, if appointed, shall be composed solely of two or more
         Outside Directors (although Committee functions may be delegated to
         officers to the extent the awards relate to persons who are not subject
         to the reporting requirements of Section 16 of the Exchange Act). If no
         Committee has been appointed, the entire Board shall constitute the
         Committee.

3.2      Committee Procedures.

         The Board of Directors shall designate one of the members of the
         Committee as chairperson. The Committee may hold meetings at such times
         and places as it shall determine. The acts of a majority of the
         Committee members present at meetings at which a quorum exists, or acts
         reduced to or approved in writing by all Committee members, shall be
         valid acts of the Committee.

3.3      Committee Responsibilities.

         The Committee has and may exercise such power and authority as may be
         necessary or appropriate for the Committee to carry out its functions
         as described in the Plan. The Committee has authority in its discretion
         to determine eligible Employees to whom, and the time or times at
         which, Awards may be granted and the number of Shares subject to each
         Award. Subject to the express provisions of the respective Award
         agreements

                                       5
<PAGE>

         (which need not be identical) and to make all other determinations
         necessary or advisable for Plan administration, the Committee has
         authority to prescribe, amend, and rescind rules and regulations
         relating to the Plan. All interpretations, determinations, and actions
         by the Committee will be final, conclusive, and binding upon all
         persons.

3.4      Committee Liability.

         No member of the Board or the Committee will be liable for any action
         or determination made in good faith by the Committee with respect to
         the Plan or any Award made under the Plan.

3.5      Financial Reports.

         To the extent required by applicable law, and not less often than
         annually, the Company shall furnish to Offerees and Shareholders who
         have received Stock under the Plan its financial statements including a
         balance sheet regarding the Company's financial condition and results
         of operations, unless such Offerees or Shareholders have duties with
         the Company that assure them access to equivalent information. Such
         financial statements need not be audited.

                                 4. ELIGIBILITY

4.1      General Rule.

         Only Employees shall be eligible for designation as Participants by the
         Committee. In addition, only Common-Law Employees shall be eligible for
         the grant of ISOs.

4.2      Ten-Percent Shareholders.

         An Employee who owns more than ten percent (10%) of the total combined
         voting power of all classes of outstanding stock of the Company or any
         Affiliate of the Company shall not be eligible for designation as an
         Offeree unless the Purchase Price of Shares is at least one hundred
         percent (100%) of the Fair Market Value of a Share on the Grant Date.

4.3      Attribution Rules.

         For purposes of Section 4.2 above, in determining stock ownership, an
         Employee shall be deemed to own the stock owned, directly or
         indirectly, by or for his brothers, sisters, spouse, ancestors and
         lineal descendants. Stock owned, directly or indirectly, by or for a
         corporation, partnership, estate or trust shall be deemed to be owned
         proportionately by or for its shareholders, partners or beneficiaries.

                                       6
<PAGE>

4.4      Outstanding Stock

         For purposes of Section 4.2 above, "outstanding stock" shall include
         all stock actually issued and outstanding immediately after the grant.
         "Outstanding stock" shall not include shares authorized for issuance
         under outstanding options held by the Employee or by any other person.

                            5. STOCK SUBJECT TO PLAN

5.1      Basic Limitation.

         Shares offered under the Plan shall be authorized but unissued Shares,
         or Shares held in treasury. Subject to Sections 5.2 and 9 of the Plan,
         the aggregate number of Shares which may be issued or transferred
         pursuant to an Award under the Plan shall not exceed 101.322 Shares.

         In any event the number of Shares which are subject to Awards or other
         rights outstanding at any time under the Plan shall not exceed the
         number of Shares which then remain available for issuance under the
         Plan. The Company, during the term of the Plan, shall at all times
         reserve and keep available sufficient Shares to satisfy the
         requirements of the Plan.

5.2      Additional Shares.

         In the event that any outstanding right for any reason expires or is
         canceled or otherwise terminated, the Shares allocable to the
         unexercised portion of such right shall again be available for the
         purposes of the Plan. If a Restricted Share is forfeited before any
         dividends have been paid with respect to such Restricted Share, then
         such Restricted Share shall again become available for award under the
         Plan.

                   6. TERMS AND CONDITIONS OF AWARDS OR SALES

6.1      Stock Purchase Agreement.

         Each award or sale of Shares under the Plan shall be evidenced by a
         Stock Purchase Agreement between the Offeree and the Company. Such
         award or sale shall be subject to all applicable terms and conditions
         of the Plan and may be subject to any other terms and conditions which
         are not inconsistent with the Plan and which the Committee deems
         appropriate for inclusion in a Stock Purchase Agreement. The provisions
         of the various Stock Purchase Agreements entered into under the Plan
         need not be identical.

                                       7
<PAGE>

6.2      Duration of Offers.

         Any right to acquire Shares under the Plan shall automatically expire
         if not exercised by the Offeree within 30 days after the grant of such
         right was communicated to the Offeree by the Committee or such other
         period established by the Committee.

6.3      Purchase Price and Payment.

         The Purchase Price shall be determined by the Committee in its sole
         discretion. The Purchase Price shall be payable in a form described in
         Subsection 6.4 below.

6.4      Payment for Shares.

         The entire Purchase Price of Shares issued under the Plan shall be
         payable in lawful money of the United States of America at the time
         when such Shares are purchased, except as provided below.
         Notwithstanding any other provision of the Plan, Shares may, in the
         discretion of the Committee, be awarded under the Plan in consideration
         of Services rendered to the Company or an Affiliate of the Company
         prior to the Award. Permissible forms of payment, in addition to cash,
         are:

         6.4.1    Surrender of Stock.

                  To the extent that a Stock Purchase Agreement so provides,
                  payment may be made all or in part with Shares which have
                  already been owned by the Offeree or the Offeree's
                  representative for more than six (6) months after the later to
                  occur of (a) purchase of the Shares or (b) vesting of the
                  Shares in the event of purchase prior to vesting, and which
                  are surrendered to the Company in good form for transfer. Such
                  Shares shall be valued at the Fair Market Value effective on
                  the date when the new Shares are purchased under the Plan.

6.5      Exercise of Awards on Termination of Service.

         Each Stock Award Agreement shall set forth the extent to which the
         recipient shall have the right to exercise the Award following
         termination of the recipient's Service with the Company and its
         Affiliates. Such provisions shall be determined in the sole discretion
         of the Committee, need not be uniform among all the Awards issued
         pursuant to the Plan, and may reflect distinctions based on the reasons
         for termination of employment.

            7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES

7.1      Form and Amount of Award.

         Each Stock Award Agreement shall specify the number of Shares that are
         subject to the Award.

                                       8
<PAGE>

7.2      Vesting.

         Each Stock Award Agreement shall specify the conditions upon which
         Restricted Shares shall become vested, in full or in installments. The
         vesting of Restricted Shares shall be determined by the Committee in
         its sole discretion.

7.3      Effect of Change in Control.

         The Committee may determine at the time of making an Award or
         thereafter, that such Award shall become fully vested, in whole or in
         part, in the event that a Change in Control occurs with respect to the
         Company.

7.4      Voting and Dividend Rights.

         Holders of Restricted Shares shall have the same voting, dividend and
         other rights as the Company's other stockholders.

                           8. [INTENTIONALLY OMITTED]

                            9. ADJUSTMENT OF SHARES

9.1      General.

         In the event of a subdivision of the outstanding Stock, a declaration
         of a dividend payable in Shares, a combination or consolidation of the
         outstanding Stock into a lesser number of Shares, a recapitalization, a
         reclassification or a similar occurrence, the Committee shall make
         appropriate adjustments, subject to the limitations set forth in
         Section 9.3, in one or more of (i) the number of Shares available for
         future Awards under Section 5, (ii) the number of Shares covered by
         each outstanding Award or (iii) the Purchase Price under each
         outstanding Award.

9.2      Reorganizations.

         In the event that the Company is a party to a merger or reorganization,
         outstanding Awards shall be subject to the agreement of merger or
         reorganization, provided however, that the limitations set forth in
         Section 9.3 shall apply.

9.3      Voting Trust.

         Each Award shall provide that prior to the occurrence of a Major Event
         any Shares purchased pursuant to an Award shall be placed in a voting
         trust or similar arrangement ("Voting Trust"). Pursuant to the terms of
         the Voting Trust, the Offeree shall be the beneficiary, but Saratoga
         shall vote all Shares in the Voting Trust until the occurrence of a
         Major Event, at which time the Voting Trust shall terminate.

                                       9
<PAGE>

9.4      Reservation of Rights.

         Except as provided in this Section 9, an Offeree shall have no rights
         by reason of (i) any subdivision or consolidation of shares of stock of
         any class, (ii) the payment of any dividend or (iii) any other increase
         or decrease in the number of shares of stock of any class. Any issue by
         the Company of shares of stock of any class, or securities convertible
         into shares of stock of any class, shall not affect, and no adjustment
         by reason thereof shall be made with respect to, the number, Purchase
         Price of Shares subject to Stock Purchase Agreement. The grant of an
         Award pursuant to the Plan shall not affect in any way the right or
         power of the Company to make adjustments, reclassifications,
         reorganizations or changes of its capital or business structure, to
         merge or consolidate or to dissolve, liquidate, sell or transfer all or
         any part of its business or assets.

                             10. WITHHOLDING TAXES

10.1     General.

         To the extent required by applicable federal, state, local or foreign
         law, a Participant or his or her successor shall make arrangements
         satisfactory to the Committee for the satisfaction of any withholding
         tax obligations that arise in connection with the Plan. The Company
         shall not be required to issue any Shares or make any cash payment
         under the Plan until such obligations are satisfied.

10.2     Share Withholding.

         The Committee may permit a Participant to satisfy all or part of the
         Company's minimum statutory withholding tax obligations related to an
         Award by having the Company withhold all or a portion of any Shares
         that otherwise would be issued to the Participant. At the discretion of
         the Committee, the Participant may surrender all or a portion of any
         Shares that the Participant previously acquired and which have been
         held for more than six (6) months after the later to occur of (a)
         purchase of the Shares, or (b) the vesting of the Shares in the event
         of purchase prior to vesting. Such Shares shall be valued at their Fair
         Market Value on the date when taxes otherwise would be withheld in
         cash. Any payment of taxes by assigning Shares to the Company may be
         subject to restrictions, including any restrictions required by rules
         of any federal or state regulatory body or other authority.

10.3     Other Forms of Payment.

         The Committee may permit such other means of tax withholding as it
         deems appropriate.

                                       10
<PAGE>

           11. ASSIGNMENT OR TRANSFER OF AWARDS; REPURCHASE OF SHARES;
                            OBLIGATION TO SELL SHARES

11.1     General.

         An Award granted under the Plan shall not be anticipated, assigned,
         attached, garnished, optioned, transferred or made subject to any
         creditor's process, whether voluntarily, involuntarily or by operation
         of law, except as approved by the Committee. Offerees may not transfer
         their rights hereunder except by will, beneficiary designation or the
         laws of descent and distribution.

11.2     Permitted Transfers.

         Neither this Section 11 nor any other provision of the Plan shall
         preclude a Participant from transferring or assigning Restricted Shares
         to (a) Participant's immediate family members or linear descendants,
         (b) a trust for the benefit of the Participant and/or such family
         members or (c) a partnership consisting solely of Participant and one
         or more such family members; provided however, that such transferee, at
         the time of such transfer shall agree in writing to abide by the terms
         of the transfer restrictions in the Plan and in any related Stock Award
         Agreement or Stock Purchase Agreement. Restricted Shares held by any
         such transferee shall be subject to all the conditions and restrictions
         set forth in the Plan and in the applicable Stock Award Agreement or
         Stock Purchase Agreement, as if such transferee were a party to such
         Agreement.

11.3     Third Party Transfer Restrictions.

         11.3.1   Prior to a Major Event. (a) Vested Shares. Prior to the
                  occurrence of a Major Event, the Participant may not transfer
                  vested Shares, other than by a Permitted Transfer or otherwise
                  with the prior written consent of the Company.

                  (b) Unvested Shares. The Participant may not transfer unvested
                  Shares, other than by a Permitted Transfer.

         11.3.2   After a Major Event. (a) Vested Shares. In the event a
                  Participant proposes to sell, pledge or otherwise transfer to
                  a party other than a Permitted Transferee, pursuant to a bona
                  fide purchase offer, any vested Shares acquired under the Plan
                  or any interest in such Shares at any time after the
                  occurrence of a Major Event and prior to the Initial Public
                  Offering, the Company shall have the "Right of First Refusal"
                  with respect to all (and not less than all) of such Shares.
                  The Participant must give a written "Transfer Notice" to the
                  Company describing fully the proposed transfer, including the
                  number of Shares proposed to be transferred, the proposed
                  transfer price and the name and address of the proposed
                  transferee and including a copy of the bona fide purchase
                  offer. The Transfer Notice shall be signed both by the
                  Participant and by the proposed transferee and must constitute
                  a binding commitment of both parties to the transfer of the
                  Shares. Such right of First Refusal with respect to vested
                  Shares

                                       11
<PAGE>

                  shall terminate upon the sale of Common Stock by the Company
                  pursuant to an Initial Public Offering.

                  The Company and its assignees shall have the right to purchase
                  all, and not less than all, of the Shares on the terms
                  described in the Transfer Notice (subject, however, to any
                  change in such terms permitted in the next paragraph) by
                  delivery of a Notice of Exercise of the Right of First Refusal
                  within 30 days after the date when the Transfer Notice was
                  received by the Company.

                  If the Company fails to exercise its Right of First Refusal
                  within 30 days after the date when it received the Transfer
                  Notice, the Participant may, not later than 60 days following
                  receipt of the Transfer Notice by the Company, conclude a
                  transfer of the Shares subject to the Transfer Notice on the
                  terms and conditions described in the Transfer Notice. Any
                  proposed transfer on terms and conditions different from those
                  described in the Transfer Notice, as well as any subsequent
                  proposed transfer by the Participant, shall again be subject
                  to the Right of First Refusal and shall require compliance
                  with the procedure described in the paragraph above. If the
                  Company exercises its Right of First Refusal, the Participant
                  and the Company (or its assignees) shall consummate the sale
                  of the Shares on the terms set forth in the Transfer Notice;
                  provided, however, that the purchase price for such shares
                  shall be the lesser of the price described in such Transfer
                  Notice or Fair Market Value and, provided further, however, if
                  at the time of the exercise of such Right of First Refusal
                  there shall exist any Company Payment Condition, the Company
                  may defer the payment for the purchase until such time as the
                  Company Payment Condition no longer exists.

                  The Company's Right of First Refusal shall inure to the
                  benefit of its successors and assigns and shall be binding
                  upon any transferee of the Shares. The Company's rights under
                  this Subsection shall be freely assignable, in whole or in
                  part.

                  (b) Unvested Shares. Prior to a termination of Service, a
                  Participant may not transfer Unvested Shares, other than
                  pursuant to a Permitted Transfer.

11.4     Termination of Service.

         11.4.1   Prior to a Major Event. (a) Termination of Service for Other
                  Than for a Permitted Reason. Following a Participant's
                  termination of Service other than for a Permitted Reason, the
                  Company shall the right, but not the obligation, to purchase
                  all or any portion of the vested Shares of such Participant at
                  any time within 12 months following such termination of
                  Service. Such purchase will be at the Fair Market Value of
                  such Shares at the time of the exercise of such right. To
                  exercise such right, Company shall give the Participant
                  written notice of the sale in the same manner and with the
                  same effect as a Compelled Sale, pursuant to Section 11.5;
                  provided, however, if at the time of the exercise of such
                  right

                                       12
<PAGE>

                  there shall exist any Company Payment Condition, the Company
                  may defer the payment for the purchase until such time as the
                  Company Payment Condition no longer exists. After any such
                  termination of Service, all unvested Shares of such
                  Participant shall be forfeited by such Participant and shall
                  be cancelled without payment of any kind.

                  (b) Termination of Service for Any Other Reason. (i) Following
                  a termination of Service for a Permitted Reason, the Company
                  shall have the right to purchase all or any portion of the
                  vested Shares of such Participant at any time within 12 months
                  following such termination of Service. Such purchase will be
                  at the Fair Market Value of such Shares at the time of the
                  exercise of such right. To exercise such right, Company shall
                  give the Participant written notice of the sale in the same
                  manner and with the same effect as a Compelled Sale, pursuant
                  to Section 11.5; provided, however, if at the time of the
                  exercise of such right there shall exist any Company Payment
                  Condition, the Company may defer the payment for the purchase
                  until such time as the Company Payment Condition no longer
                  exists. The Company will purchase all unvested Shares of such
                  Participant within 60 days of the Participant's such
                  termination of Service; provided, however, if at the time of
                  the exercise of such right there shall exist any Company
                  Payment Condition, the Company may defer the payment for the
                  purchase until such time as the Company Payment Condition no
                  longer exists.

                  (ii) Following any such termination of Service for a Permitted
                  Reason, such Participant shall have the right to compel the
                  purchase (a "Vested Put") of that number of vested Shares of
                  Participant, at the Fair Market Value at the time of exercise
                  of such right, necessary to make the aggregate consideration,
                  for all unvested Shares purchased pursuant to Subsection
                  11.4.1(b)(i) and the vested Shares to be purchased pursuant
                  the Vested Put, would be equal to the total consideration
                  initially paid by such Participant for his vested and unvested
                  Shares; provided however, that if the purchase of all vested
                  and unvested Shares at the prices specified results in
                  aggregate consideration which is less than such total
                  consideration, all vested Shares shall be purchased pursuant
                  to the Vested Put at Fair Market Value. Such right shall be
                  exercised within twelve (12) months following such termination
                  of Service and the purchase by the Company shall take place
                  within 60 days of such exercise; provided, however, if at the
                  time of the exercise of such right there shall exist any
                  Company Payment Condition, the Company may defer the payment
                  for the purchase until such time as the Company Payment
                  Condition no longer exists.

                  (c) Company's Rights Assignable. The Company's rights under
                  this Section shall be freely assignable, in whole or in part,
                  and, following such assignment, such rights will not be
                  limited by any Company Payment Condition.

         11.4.2   After a Major Event. The Company shall not have any obligation
                  to purchase vested Shares following a Participant's
                  termination of Service for any reason after the occurrence of
                  a Major Event.

                                       13
<PAGE>

11.5     Right to Compel Sale.

         11.5.1   Compelled Sale. If members of the Saratoga Group propose a
                  Change of Control Transaction, then Saratoga shall have the
                  right (whether the Change of Control results from the sale of
                  all, or some lesser portion, of the Saratoga Group's Shares)
                  to require the Participant (or his Permitted Transferee) to
                  sell all, or a Pro Rata Portion, of his Shares to the
                  prospective purchaser of the Saratoga Shares (if such right is
                  exercised, a "Compelled Sale"). If the prospective purchaser
                  in the Change of Control Transaction proposed by the Saratoga
                  Group is to acquire Shares of the Saratoga Group, but Saratoga
                  does not elect to cause a Compelled Sale pursuant to the
                  foregoing sentence, the Participant (or such Permitted
                  Transferee) shall have the right to elect to sell to the
                  prospective purchaser, as part of the Change of Control
                  Transaction, the Pro Rata Portion of such Participant's (or
                  such Permitted Transferee's) Shares (if such right is
                  exercised, a "Co-Sale"). The consideration to be received by
                  the Participant (or such Permitted Transferee) for each Share
                  in the Compelled Sale or Co-Sale shall be the same
                  consideration per Share to be received by the Saratoga Group,
                  and the terms and conditions of such sale by the Participant
                  (or such Permitted Transferee) shall be the same as those upon
                  which the Saratoga Group sell their Shares, except that the
                  Participant (or such other party) shall not be bound by the
                  terms of any indemnity, hold-back or escrow given to the
                  purchaser in connection with such sale to the extent that such
                  indemnity is not limited in value with respect to the
                  Participant (or such Permitted Transferee) to at most the
                  aggregate consideration to be received for his Shares in such
                  sale.

         11.5.2   Notice and Sale Procedures.

                  (a) The Company shall provide written notice to the
                  Participant (or his Permitted Transferee) of any proposed
                  Change of Control Transaction, which notice (a "Control
                  Transaction Notice") shall (A) set forth the consideration per
                  Share to be paid by the prospective purchaser and (B) state
                  whether Saratoga is electing pursuant to Section 11.5.1to
                  cause a Compelled Sale. If Saratoga does not elect to cause a
                  Compelled Sale and the Participant (or such Permitted
                  Transferee) desires to cause a Co-Sale pursuant to Section
                  11.5.1, the Participant (or such Permitted Transferee) must
                  give written notice of his election to cause such Co-Sale (a
                  "Co-Sale Notice") to Saratoga (or the representative of
                  Saratoga as may be designated in the Control Transaction
                  Notice) within ten (10) days following the date of the Control
                  Transaction Notice. Within ten (10) days following the date of
                  the Control Transaction Notice in which Saratoga has elected
                  to cause a Compelled Sale, the Participant (or Permitted
                  Transferee) shall deliver to Saratoga (or such designated
                  representative), or in the case of a Co-Sale, the Co-Sale
                  Notice shall be accompanied by, the certificates representing
                  the Shares held by the Participant (or Permitted Transferee)
                  to be sold in such Compelled Sale or Co-Sale, together with a
                  suitably executed blank stock power and all other documents

                                       14
<PAGE>

                  required to be executed in connection with such Change of
                  Control Transaction. In the event that the Participant (or
                  Permitted Transferee) should fail to deliver such certificates
                  and other documents as aforesaid, the Company shall cause the
                  books and records of the Company to show that such Shares are
                  bound by the provisions of this Section 11.5 and that such
                  Shares shall be transferred only to the purchaser identified
                  in the Change of Control Notice upon surrender for transfer by
                  the Participant (or any other party) thereof.

                  (b) If, within one hundred twenty (120) days after the
                  Saratoga Group gives the notice they have not completed the
                  sale of Shares described in the notice, the Saratoga Group
                  shall return to the Participant (or such Permitted Transferee)
                  all certificates representing Shares that the Participant (or
                  such Permitted Transferee) delivered for sale pursuant hereto,
                  together with any such other documents delivered by the
                  Participant.

                  (c) Promptly after the consummation of the sale of the Shares
                  of the Saratoga Group and Participant (or Permitted
                  Transferee) pursuant to this Section, the Saratoga Group shall
                  remit to the Participant (or such Permitted Transferee) the
                  total sales price of the Shares of the Participant (or such
                  Permitted Transferee) sold pursuant thereto, and shall furnish
                  such other evidence of the completion and time of completion
                  of such sale or other disposition and the terms thereof as may
                  be reasonably requested by the Participant (or such Permitted
                  Transferee).

                             12. LEGAL REQUIREMENTS

Shares shall not be issued under the Plan unless the issuance and delivery of
such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act, the rules and
regulations promulgated thereunder, state securities laws and regulations, and
the regulations of any stock exchange on which the Company's securities may then
be listed. If necessary to comply with Section 16 of the Exchange Act and its
rules only ("Section 16"), any equity security issued pursuant to the Plan may
not be sold for at least six (6) months after acquisition and any derivative
security issued pursuant to the Plan will not be exercisable for six (6) months
from its Grant Date. Terms used in the preceding sentence shall, for purposes of
such sentence only, have the meanings, if any, assigned or attributed to them
under Section 16.

                            13. NO EMPLOYMENT RIGHTS

No provision of the Plan, nor any right granted under the Plan, shall be
construed to give any person any right to become, to be treated as, or to remain
an Employee. The Company and its Affiliates reserve the right to terminate any
person's Service at any time, with or without cause.

                          14. DURATION AND AMENDMENTS

                                       15
<PAGE>

14.1     Term of the Plan.

         The Plan, as set forth herein, shall become effective on the date of
         its adoption by the Board of Directors, subject to the approval of the
         Company's shareholders. In the event that the shareholders fail to
         approve the Plan within twelve (12) months after its adoption by the
         Board of Directors, any grants already made shall be null and void, and
         no additional grants shall be made after such date. The Plan shall
         terminate automatically ten (10) years after its adoption by the Board
         of Directors and may be terminated on any earlier date pursuant to
         Subsection 14.2 below.

14.2     Right to Amend or Terminate the Plan.

         The Board of Directors may amend the Plan at any time and from time to
         time. Rights and obligations under any right granted before amendment
         of the Plan shall not be materially altered, or impaired adversely, by
         such amendment, except with consent of the person to whom the right was
         granted. An amendment of the Plan shall be subject to the approval of
         the Company's shareholders only to the extent required by applicable
         laws, regulations or rules including the rules of any applicable
         exchange.

14.3     Effect of Amendment or Termination.

         No Shares shall be issued or sold under the Plan after the termination
         thereof, except pursuant to a right granted prior to such termination.
         The termination of the Plan, or any amendment thereof, shall not affect
         any Shares previously issued or any right previously granted under the
         Plan.

                                       16
<PAGE>

                      ADVANCED LIGHTING TECHNOLOGIES, INC.

                         Common Stock Purchase Agreement

         THIS AGREEMENT is dated as of __________________, 2004, between
ADVANCED LIGHTING TECHNOLOGIES, INC. (the "Company"), and ______________________
("Purchaser").

                                   WITNESSETH:

         WHEREAS, the Company has given Purchaser an award attached hereto as
Annex 1 (the "Award") pursuant to the Company's 2003 Equity Incentive Plan (the
"Plan") and

         WHEREAS, the Award permits the Purchaser to purchase up to _____ shares
within 30 days of the Date of Grant specified in the Award; and

         WHEREAS, pursuant to the Award, Purchaser desires to purchase shares of
the Company as herein described, on the terms and conditions set forth in this
Agreement, the Award and the Plan. Certain capitalized terms used in this
Agreement are defined in the Plan.

         NOW, THEREFORE, it is agreed between the parties as follows:

         1.       PURCHASE OF SHARES.

         Pursuant to the terms of the Award, Purchaser hereby agrees to purchase
from the Company and the Company agrees to sell and issue to Purchaser ______
shares [cannot exceed number of Shares above] of the Company's common stock (the
"Stock") for the Purchase Price Per Share specified in the Award payable by
personal check, cashier's check or money order. Payment shall be delivered at
the Closing, as such term is hereinafter defined. The closing hereunder (the
"Closing") shall occur at the offices of the Company on ____________________,
2004, or such other time and place as may be designated by the Company (the
"Closing Date").

         2.       REPURCHASE OR FORFEITURE OF UNVESTED STOCK.

         All unvested shares of the Stock purchased by the Purchaser pursuant to
this Agreement (sometimes referred to as the "Unvested Stock") shall be subject
to the following forfeiture or mandatory repurchase requirement (the "Unvested
Stock Requirement"):

         In the event the Purchaser ceases to be an Employee of the Company as
defined in the Plan, i.e. terminates service with the Company ("Service") for
any reason, other than a Permitted Reason, all Unvested Stock shall immediately
be forfeited and cancelled without consideration to the Purchaser of any kind.

         If Purchaser ceases to be an Employee of the Company for a Permitted
Reason, the Company shall purchase the Unvested Stock as hereinafter provided.
Purchaser understands that the Stock is being sold in order to induce Purchaser
to become and/or remain associated with the

<PAGE>

Company and to work diligently for the success of the Company and that the
unvested Stock will vest in accordance with the schedule set forth in the Award.
Accordingly, the Company shall be required within 60 days after the termination
of Service for a Permitted Reason to purchase from the Purchaser all shares of
Stock purchased hereunder which have not vested on the date of termination of
Service in accordance with the terms of such vesting schedule in the Award;
provided further, however, if at the time of the exercise of such Right of First
Refusal there shall exist any Company Payment Condition, the Company may defer
the payment for the purchase until such time as the Company Payment Condition no
longer exists. The purchase price for such Unvested Stock shall be the Purchase
Price Per Share paid by Purchaser for such shares pursuant to the Award (the
"Purchase Price"). The purchase price shall be paid by check and/or by
cancellation of any indebtedness of Purchaser to the Company. The Company's
rights under this paragraph shall be freely assignable, in whole or in part,
and, following such assignment, such rights will not be limited by any Company
Payment Condition.

         Nothing in this Agreement shall be construed as a right by Purchaser to
be employed by Company, or a parent or subsidiary of Company.

         3.       ESCROW OF STOCK.

         As security for Purchaser's faithful performance of the terms of this
Agreement and to ensure the availability for delivery of Purchaser's shares upon
repurchase by the Company, Purchaser agrees at the Closing hereunder, to deliver
to and deposit with the Escrow Agent named in the Joint Escrow Instructions
attached hereto as Exhibit C, the certificate or certificates evidencing the
Unvested Stock and four Assignments Separate from Certificate duly executed
(with date and number of shares in blank) in the form attached hereto as Exhibit
D. Such documents are to be held by the Escrow Agent and delivered by the Escrow
Agent pursuant to the Joint Escrow Instructions, which instructions shall also
be delivered to the Escrow Agent at the Closing hereunder.

         Within 30 days after each anniversary of the Grant Date (as defined in
the Award), if Purchaser so requests, the Escrow Agent will deliver to Purchaser
certificates (including any voting trust certificates) representing so many
shares of Stock as are no longer subject to the Unvested Stock Requirement (less
such shares as have been previously delivered).

         4.       ADJUSTMENT OF SHARES.

         Subject to the provisions of the Articles of Incorporation of the
Company, if, from time to time during the term of the Unvested Stock
Requirement:

                  (a) there is any stock dividend or liquidating dividend of
                  cash and/or property, stock split or other change in the
                  character or amount of any of the outstanding securities of
                  the Company, or

                  (b) there is any consolidation, merger or sale of all or
                  substantially all, of the assets of the Company,

                                       2
<PAGE>

then, in such event, any and all new, substituted or additional securities or
other property to which Purchaser is entitled by reason of Purchaser's ownership
of the shares shall be immediately subject to such Unvested Stock Requirement
with the same force and effect as the shares from time to time subject to the
Unvested Stock Requirement. While the total Purchase Price shall remain the same
after each such event, the Purchase Price Per Share of Unvested Stock shall be
appropriately and equitably adjusted as determined by the Board of Directors of
the Company.

         5.       THIRD PARTY TRANSFER RESTRICTIONS.

                  5.1      Prior to a Major Event. (a) Vested Shares. Prior to
                           the occurrence of a Major Event, the Purchaser may
                           not transfer vested Shares, other than by a Permitted
                           Transfer or otherwise with the prior written consent
                           of the Company.

                           (b) Unvested Shares. The Purchaser may not transfer
                           unvested Shares, other than by a Permitted Transfer.

                  5.2      After a Major Event. (a) Vested Shares. In the event
                           the Purchaser proposes to sell, pledge or otherwise
                           transfer to a party other than a Permitted
                           Transferee, pursuant to a bona fide purchase offer,
                           any vested Shares acquired under the Plan or any
                           interest in such Shares at any time after the
                           occurrence of a Major Event and prior to the Initial
                           Public Offering, the Company shall have the "Right of
                           First Refusal" with respect to all (and not less than
                           all) of such Shares. The Purchaser must give a
                           written "Transfer Notice" to the Company describing
                           fully the proposed transfer, including the number of
                           Shares proposed to be transferred, the proposed
                           transfer price and the name and address of the
                           proposed transferee and including a copy of the bona
                           fide purchase offer. The Transfer Notice shall be
                           signed both by the Purchaser and by the proposed
                           transferee and must constitute a binding commitment
                           of both parties to the transfer of the Shares. Such
                           right of First Refusal with respect to vested Shares
                           shall terminate upon the sale of Common Stock by the
                           Company pursuant to an Initial Public Offering.

                           The Company and its assignees shall have the right to
                           purchase all, and not less than all, of the Shares on
                           the terms described in the Transfer Notice (subject,
                           however, to any change in such terms permitted in the
                           next paragraph) by delivery of a Notice of Exercise
                           of the Right of First Refusal within 30 days after
                           the date when the Transfer Notice was received by the
                           Company.

                           If the Company fails to exercise its Right of First
                           Refusal within 30 days after the date when it
                           received the Transfer Notice, the Purchaser may, not
                           later than 60 days following receipt of the Transfer
                           Notice by the Company, conclude a transfer of the
                           Shares subject to the Transfer Notice

                                       3
<PAGE>

                           on the terms and conditions described in the Transfer
                           Notice. Any proposed transfer on terms and conditions
                           different from those described in the Transfer
                           Notice, as well as any subsequent proposed transfer
                           by the Purchaser, shall again be subject to the Right
                           of First Refusal and shall require compliance with
                           the procedure described in the paragraph above. If
                           the Company exercises its Right of First Refusal, the
                           Purchaser and the Company (or its assignees) shall
                           consummate the sale of the Shares on the terms set
                           forth in the Transfer Notice; provided, however, that
                           the purchase price for such shares shall be the
                           lesser of the price described in such Transfer Notice
                           or Fair Market Value and, provided further, however,
                           if at the time of the exercise of such Right of First
                           Refusal there shall exist any Company Payment
                           Condition, the Company may defer the payment for the
                           purchase until such time as the Company Payment
                           Condition no longer exists.

                           The Company's Right of First Refusal shall inure to
                           the benefit of its successors and assigns and shall
                           be binding upon any transferee of the Shares. The
                           Company's rights under this Subsection shall be
                           freely assignable, in whole or in part.

                           (b) Unvested Shares. Prior to a termination of
                           Service, the Purchaser may not transfer Unvested
                           Shares, other than pursuant to a Permitted Transfer.

                  5.3      Termination of Service.

                           (a) Prior to a Major Event. (i) Termination for Other
                           than a Permitted Reason. Following the Purchaser's
                           termination of Service for other than a Permitted
                           Reason, as defined in Section 5.3(b) below, the
                           Company shall the right, but not the obligation, to
                           purchase all or any portion of the vested Shares of
                           the Purchaser at any time within 12 months following
                           such termination of Service. Such purchase will be at
                           the Fair Market Value of such Shares at the time of
                           the exercise of such right. To exercise such right,
                           Company shall give the Purchaser written notice of
                           the sale in the same manner and with the same effect
                           as a Compelled Sale, pursuant to Section 5.4;
                           provided, however, if at the time of the exercise of
                           such right there shall exist any Company Payment
                           Condition, the Company may defer the payment for the
                           purchase until such time as the Company Payment
                           Condition no longer exists. After any such
                           termination of Service, all unvested Shares of the
                           Purchaser shall be forfeited by the Purchaser and
                           shall be cancelled without payment of any kind.

                           (ii) Termination of Service for A Permitted Reason.
                           (A) Following a termination of Service (I) by the
                           Company for any reason other than "cause," (II) by
                           the Purchaser by resignation with "good reason,"
                           (III) death or (IV)"disability," each as defined in
                           the Purchaser's employment contract, or, if the
                           Purchaser does not have such a contract, as defined
                           on

                                       4
<PAGE>

                           Annex 2 to this Agreement (a "Permitted Reason"), the
                           Company shall have the right to purchase all or any
                           portion of the vested Shares of the Purchaser at any
                           time within 12 months following such termination of
                           Service. Such purchase will be at the Fair Market
                           Value of such Shares at the time of the exercise of
                           such right. To exercise such right, Company shall
                           give the Purchaser written notice of the sale in the
                           same manner and with the same effect as a Compelled
                           Sale, pursuant to Section 5.4; provided, however, if
                           at the time of the exercise of such right there shall
                           exist any Company Payment Condition, the Company may
                           defer the payment for the purchase until such time as
                           the Company Payment Condition no longer exists. The
                           Company will purchase all unvested Shares of such
                           Purchaser within 60 days of the Purchaser's such
                           termination of Service; provided, however, if at the
                           time of the exercise of such right there shall exist
                           any Company Payment Condition, the Company may defer
                           the payment for the purchase until such time as the
                           Company Payment Condition no longer exists.

                           (B) Following any such termination of Service for a
                           Permitted Reason, such Purchaser shall have the right
                           to compel the purchase (a "Vested Put") of that
                           number of vested Shares of Purchaser, at the Fair
                           Market Value at the time of exercise of such right,
                           necessary to make the aggregate consideration, for
                           all unvested Shares purchased pursuant to Subsection
                           5.3(a)(ii)(A) and the vested Shares to be purchased
                           pursuant the Vested Put, would be equal to the total
                           consideration initially paid by such Purchaser for
                           such vested and unvested Shares; provided however,
                           that if the purchase of all such vested and unvested
                           Shares at the prices specified results in aggregate
                           consideration which is less than such total
                           consideration, all vested Shares shall be purchased
                           pursuant to the Vested Put at Fair Market Value. Such
                           right shall be exercised within twelve (12) months
                           following such termination of Service and the
                           purchase by the Company shall take place within 60
                           days of such exercise; provided, however, if at the
                           time of the exercise of such right there shall exist
                           any Company Payment Condition, the Company may defer
                           the payment for the purchase until such time as the
                           Company Payment Condition no longer exists.

                           (iii) Company's Rights Assignable. The Company's
                           rights under this Section shall be freely assignable,
                           in whole or in part, and, following such assignment,
                           such rights will not be limited by any Company
                           Payment Condition.

                           (b) After a Major Event. The Company shall not have
                           any obligation to purchase vested Shares following
                           the Purchaser's termination of Service for any reason
                           after the occurrence of a Major Event.

                                       5
<PAGE>

                  5.4      Right to Compel Sale.

                           (a) Compelled Sale. If members of the Saratoga Group
                           propose a Change of Control Transaction, then
                           Saratoga shall have the right (whether the Change of
                           Control results from the sale of all, or some lesser
                           portion, of the Saratoga Group's Shares) to require
                           the Purchaser (or his Permitted Transferee) to sell
                           all, or a Pro Rata Portion, of his Shares to the
                           prospective purchaser of the Saratoga Shares (if such
                           right is exercised, a "Compelled Sale"). If the
                           prospective purchaser in the Change of Control
                           Transaction proposed by the Saratoga Group is to
                           acquire Shares of the Saratoga Group, but Saratoga
                           does not elect to cause a Compelled Sale pursuant to
                           the foregoing sentence, the Purchaser (or such
                           Permitted Transferee) shall have the right to elect
                           to sell to the prospective purchaser, as part of the
                           Change of Control Transaction, the Pro Rata Portion
                           of the Purchaser's (or such Permitted Transferee's)
                           Shares (if such right is exercised, a "Co-Sale"). The
                           consideration to be received by the Purchaser (or
                           such Permitted Transferee) for each Share in the
                           Compelled Sale or Co-Sale shall be the same
                           consideration per Share to be received by the
                           Saratoga Group, and the terms and conditions of such
                           sale by the Purchaser (or such Permitted Transferee)
                           shall be the same as those upon which the Saratoga
                           Group sell their Shares, except that the Purchaser
                           (or such other party) shall not be bound by the terms
                           of any indemnity, hold-back or escrow given to the
                           purchaser in connection with such sale to the extent
                           that such indemnity is not limited in value with
                           respect to the Purchaser (or such Permitted
                           Transferee) to at most the aggregate consideration to
                           be received for his Shares in such sale.

                           (b) Notice and Sale Procedures. (i) The Company shall
                           provide written notice to the Purchaser (or his
                           Permitted Transferee) of any proposed Change of
                           Control Transaction, which notice (a "Control
                           Transaction Notice") shall (A) set forth the
                           consideration per Share to be paid by the prospective
                           purchaser and (B) state whether Saratoga is electing
                           pursuant to Section 5.4(a) to cause a Compelled Sale.
                           If Saratoga does not elect to cause a Compelled Sale
                           and the Purchaser (or such Permitted Transferee)
                           desires to cause a Co-Sale pursuant to Section
                           5.4(a), the Purchaser (or such Permitted Transferee)
                           must give written notice of his election to cause
                           such Co-Sale (a "Co-Sale Notice") to Saratoga (or the
                           representative of Saratoga as may be designated in
                           the Control Transaction Notice) within ten (10) days
                           following the date of the Control Transaction Notice.
                           Within ten (10) days following the date of the
                           Control Transaction Notice in which Saratoga has
                           elected to cause a Compelled Sale, the Purchaser (or
                           Permitted Transferee) shall deliver to Saratoga (or
                           such designated representative), or in the case of a
                           Co-Sale, the Co-Sale Notice shall be accompanied by,
                           the certificates representing the Shares held by the
                           Purchaser (or Permitted Transferee) to be sold in
                           such Compelled Sale or Co-Sale, together with a
                           suitably executed blank stock power and all other

                                       6
<PAGE>

                           documents required to be executed in connection with
                           such Change of Control Transaction. In the event that
                           the Purchaser (or Permitted Transferee) should fail
                           to deliver such certificates and other documents as
                           aforesaid, the Company shall cause the books and
                           records of the Company to show that such Shares are
                           bound by the provisions of this Section 5.4 and that
                           such Shares shall be transferred only to the
                           purchaser identified in the Change of Control Notice
                           upon surrender for transfer by the Purchaser (or any
                           other party) thereof.

                           (b) If, within one hundred twenty (120) days after
                           the Saratoga Group gives the notice they have not
                           completed the sale of Shares described in the notice,
                           the Saratoga Group shall return to the Purchaser (or
                           such Permitted Transferee) all certificates
                           representing Shares that the Purchaser (or such
                           Permitted Transferee) delivered for sale pursuant
                           hereto, together with any such other documents
                           delivered by the Purchaser.

                           (c) Promptly after the consummation of the sale of
                           the Shares of the Saratoga Group and Purchaser (or
                           Permitted Transferee) pursuant to this Section, the
                           Saratoga Group shall remit to the Purchaser (or
                           Permitted Transferee) the total sales price of the
                           Shares of the Purchaser (or Permitted Transferee)
                           sold pursuant thereto, and shall furnish such other
                           evidence of the completion and time of completion of
                           such sale or other disposition and the terms thereof
                           as may be reasonably requested by the Purchaser (or
                           Permitted Transferee).

         6.       PURCHASER'S RIGHTS UPON REPURCHASE.

         At such time as the Company makes available, the consideration for the
Stock to be repurchased in accordance with the provisions of Sections 2 and 5 of
this Agreement, then from and after such time the person from whom such shares
are to be repurchased shall no longer have any rights as a holder of such shares
(other than the right to receive payment of such consideration in accordance
with this Agreement). Such shares shall be deemed to have been repurchased in
accordance with the applicable provisions hereof, whether or not the
certificate(s) therefor have been delivered as required by this Agreement.

         7.       TRANSFER BY PURCHASER TO CERTAIN TRUSTS.

         Purchaser shall have the right to transfer all or any portion of
Purchaser's interest in the shares issued under this Agreement which have been
delivered to Purchaser under the provisions of Section 3 of this Agreement, to a
trust established by Purchaser for the benefit of Purchaser, Purchaser's spouse
or Purchaser's children, without being subject to the provisions of Section 5
hereof, provided that the trustee on behalf of the trust shall agree in writing
to be bound by the terms and conditions of this Agreement. The transferee shall
execute a copy of Exhibit E attached hereto and file the same with the Secretary
of the Company.

                                       7
<PAGE>

         8.       LEGEND ON SHARES.

         All certificates representing the Stock purchased under this Agreement
shall, where applicable, have endorsed thereon the legends set forth in the
Award and any other legends required by applicable securities laws.

         9.       PURCHASER'S INVESTMENT REPRESENTATIONS.

         This Agreement is made with Purchaser in reliance upon Purchaser's
representation to the Company, which by Purchaser's acceptance hereof Purchaser
confirms, that the Stock which Purchaser will receive will be acquired with
Purchaser's own funds for investment for an indefinite period for Purchaser's
own account, not as a nominee or agent, and not with a view to the sale or
distribution of any part thereof, and that Purchaser has no present intention of
selling, granting participation in, or otherwise distributing the same, but
subject, nevertheless, to any requirement of law that the disposition of
Purchaser's property shall at all times be within Purchaser's control. By
executing this Agreement, Purchaser further represents that Purchaser does not
have any contract, understanding or agreement with any person to sell, transfer,
or grant participation, to such person or to any third person, with respect to
any of the Stock.

         Purchaser understands that the Stock will not be registered or
qualified under federal or state securities laws on the ground that the sale
provided for in this Agreement is exempt from registration or qualification
under federal or state securities laws and that the Company's reliance on such
exemption is predicated on Purchaser's representations set forth herein.

         Purchaser agrees that in no event will Purchaser make a disposition of
any of the Stock (including a disposition under Section 7 of this Agreement),
unless and until (i) Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of the
circumstances surrounding the proposed disposition and (ii) Purchaser shall have
furnished the Company with an opinion of counsel satisfactory to the Company to
the effect that (A) such disposition will not require registration or
qualification of such Stock under federal or state securities laws or (B)
appropriate action necessary for compliance with the federal or state securities
laws has been taken or (iii) the Company shall have waived, expressly and in
writing, its rights under clauses (i) and (ii) of this section.

         With respect to a transaction occurring prior to such date as the Plan
and Stock thereunder are covered by a valid Form S-8 or similar federal
registration statement, this subsection shall apply unless the transaction is
covered by Rule 701 under the Securities Act of 1933, as amended (the
"Securities Act") or another exemption. In connection with the investment
representations made herein, Purchaser represents that Purchaser is able to fend
for himself or herself in the transactions contemplated by this Agreement, has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of Purchaser's investment, has the ability to
bear the economic risks of Purchaser's investment and has been furnished with
and has had access to such information as would be made available in the form of
a registration statement together with such additional information as is
necessary to verify the accuracy of the information supplied and to have all
questions answered by the Company.

                                       8
<PAGE>

         Purchaser understands that if a registration statement covering the
Stock (or a filing pursuant to the exemption from registration under Regulation
A of the Securities Act) under the Securities Act is not in effect when
Purchaser desires to sell the Stock, Purchaser may be required to hold the Stock
for an indeterminate period. Purchaser also acknowledges that Purchaser
understands that any sale of the Stock which might be made by Purchaser in
reliance upon Rule 144 under the Securities Act may be made only in limited
amounts in accordance with the terms and conditions of that Rule.

         10.      NO DUTY TO TRANSFER IN VIOLATION HEREUNDER.

         The Company shall not be required (a) to transfer on its books any
shares of Stock of the Company which shall have been sold or transferred in
violation of any of the provisions set forth in this Agreement or (b) to treat
as owner of such shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been so transferred.

         11.      RIGHTS OF PURCHASER.

         Except as otherwise provided herein, Purchaser shall, during the term
of this Agreement, exercise all rights and privileges of a stockholder of the
Company with respect to the Stock.

         12.      SECTION 83(B) ELECTIONS.

         Purchaser hereby acknowledges that he or she has been informed that
unless an election is filed by the Purchaser with the Internal Revenue Service
and, if necessary, the proper state taxing authorities, within 30 days of the
purchase of the Shares (and attached to Purchaser's individual income tax return
for that year), electing pursuant to Section 83(b) of the Internal Revenue Code
of 1986, as amended (the "Code") to be taxed currently on any difference between
the purchase price of the Shares and their fair market value on the date of
purchase, there will be a recognition of taxable income to the Purchaser,
measured by the excess, if any, of the fair market value of the Shares, at the
time the Company's Unvested Stock Requirement lapses over the purchase price for
the Shares. Purchaser represents that Purchaser has consulted any tax
consultant(s) that Purchaser deems advisable in connection with the purchase of
the Shares or the filing of the Election under Section 83(b). A form of Election
under Section 83(b) is attached hereto as Exhibit B for reference.

PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE
COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER
REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON HIS OR HER
BEHALF.

         13.      OTHER NECESSARY ACTIONS.

         The parties agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement.

                                       9
<PAGE>

         14.      NOTICE.

         Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon the earliest of personal delivery,
receipt or the third full day following deposit in the United States Post Office
with postage and fees prepaid, addressed to the other party hereto at the
address last known or at such other address as such party may designate by 10
days' advance written notice to the other party hereto.

         15.      SUCCESSORS AND ASSIGNS.

         This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer herein set forth, be
binding upon Purchaser and Purchaser's heirs, executors, administrators,
successors and assigns. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition,
whether of a like or different nature.

         16.      APPLICABLE LAW.

         This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Ohio, as such laws are applied to contracts entered
into and performed in such state.

         17.      NO FEDERAL OR OTHER STATE REGISTRATION.

         THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF
ANY STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH REGISTRATION OR QUALIFICATION
IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM SUCH REGISTRATION OR
QUALIFICATION. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH REGISTRATION OR QUALIFICATION BEING OBTAINED, UNLESS THE
SALE IS SO EXEMPT.

         18.      NO ORAL MODIFICATION.

         No modification of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

         19.      TERMINATION.

         This Agreement shall terminate and be of no further force and effect if
the Closing Date has not occurred on or before the 30th day following the Grant
Date, unless the failure is due to a default by the Company or the designation
by the Board of Directors of the Company, in writing, of a later date as the
Closing Date.

                                       10
<PAGE>

         20.      ENTIRE AGREEMENT.

         This Agreement and the Award constitute the entire complete and final
agreement between the parties hereto with regard to the subject matter hereof.

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

ADVANCED LIGHTING                           PURCHASER
 TECHNOLOGIES, INC.

By:_________________________________        ____________________________________

                                       11
<PAGE>

                                                                         ANNEX 1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                           2003 EQUITY INCENTIVE PLAN

                                      AWARD

         ADVANCED LIGHTING TECHNOLOGIES, INC. (the "Company"), hereby grants
this Award to purchase, within 30 days of the Grant Date specified below, shares
of its common stock ("Shares") to the Participant named below. The terms and
conditions of the Award are set forth in this cover sheet, the Stock Purchase
Agreement to be entered into between the Company and the Participant including
the attachments (the "Purchase Agreement") and in the Company's 2003 Equity
Incentive Plan (the "Plan").

Grant Date:_________________________________, 20___

Name of Participant:_________________________________________

Participant's Social Security Number:___________________________________

Number of Shares Covered by Award:___________________________________

Purchase Price Per Share:  $1,000.00

                           Company: __________________________________
                                    (Signature)

                           Title: ____________________________________

                                       12
<PAGE>

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                           2003 EQUITY INCENTIVE PLAN

                                      AWARD

VESTING                    Your shares will vest, and no longer be subject to
                           the Unvested Stock Agreement pursuant to the Purchase
                           Agreement, over a 4 year period, beginning on the
                           Grant Date as shown on the cover sheet, as follows:

                           25% of the Shares covered by the Award will vest and
                           no longer be subject to the Unvested Stock
                           Requirement on the first anniversary of the Grant
                           Date; 25% of the Shares covered by the Award will
                           vest and no longer be subject to the Unvested Stock
                           Requirement on the second anniversary of the Grant
                           Date; 25% of the Shares covered by the Award will
                           vest and no longer be subject to the Unvested Stock
                           Requirement on the third anniversary of the Grant
                           Date; and 25% of the Shares covered by the Award will
                           vest and no longer be subject to the Unvested Stock
                           Requirement on the fourth anniversary of the Grant
                           Date;

                           Notwithstanding the foregoing, in the event of a
                           Change in Control (as defined in the Plan) of the
                           Company, your shares will immediately vest.

                           No additional Shares will vest after your employment
                           with the Company or any Affiliate of the Company
                           (including any approved leaves of absence)
                           ("Service") has terminated for any reason.

VOTING CONTROL             Prior to the occurrence of a "Major Event," the
                           Shares purchased shall be transferred into a voting
                           trust or similar arrangement ("Voting Trust").
                           Pursuant to the terms of the Voting Trust, the
                           Participant shall be the beneficiary but Saratoga
                           Lighting Holdings LLC shall vote all shares in the
                           Voting Trust until the occurrence of a Major Event,
                           at which time the Voting Trust shall terminate.

RETENTION RIGHTS           YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF SHARES
                           PURSUANT TO THIS AWARD IS EARNED ONLY BY CONTINUING
                           CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY
                           (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
                           THIS AWARD OR ACQUIRING SHARES HEREUNDER). YOU
                           FURTHER ACKNOWLEDGE AND AGREE THAT NOTHING IN THIS
                           AWARD, NOR IN THE PLAN SHALL

                                       13
<PAGE>

                           CONFER UPON YOU ANY RIGHT WITH RESPECT TO
                           CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE
                           COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH YOUR
                           RIGHT OR THE COMPANY'S RIGHT TO TERMINATE YOUR
                           EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR
                           WITHOUT CAUSE.

LEGENDS                    All certificates representing the Shares issued
                           pursuant to this Award and Purchase Agreement shall,
                           where applicable, have endorsed thereon the following
                           legends:

                           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND
                           REPURCHASE REQUIREMENTS AS SET FORTH IN AN AGREEMENT
                           BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR
                           SUCH HOLDER'S PREDECESSOR IN INTEREST. SUCH AGREEMENT
                           IMPOSES CERTAIN TRANSFER RESTRICTIONS AND CERTAIN
                           REPURCHASE REQUIREMENTS ON THE COMPANY (OR ITS
                           ASSIGNS) UPON THE SALE OF THE SHARES OR UPON
                           TERMINATION OF SERVICE WITH THE COMPANY. A COPY OF
                           SUCH AGREEMENTS IS ON FILE AT THE PRINCIPAL OFFICE OF
                           THE COMPANY AND WILL BE FURNISHED UPON WRITTEN
                           REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER
                           OF SHARES REPRESENTED BY THIS CERTIFICATE.

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                           OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
                           OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED
                           PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND
                           STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED
                           AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
                           AND ITS COUNSEL, THAT REGISTRATION AND QUALIFICATION
                           UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
                           REQUIRED."

                                       14
<PAGE>

THE PLAN AND
OTHER AGREEMENTS           The text of the Plan is incorporated in this Award by
                           reference.

                           Certain capitalized terms used in this Agreement are
                           defined in the Plan.

                           This Award, the Purchase Agreement including its
                           attachments, and the Plan constitute the entire
                           understanding between you and the Company regarding
                           the shares which are subject to this Award. Any prior
                           agreements, commitments or negotiations concerning
                           such shares are superseded.

                                       15
<PAGE>

                                    EXHIBIT A

                                   TAX SUMMARY

         Set forth below is a brief summary as of the date of the right of some
of the federal tax consequences of purchase and disposition of the Shares.

         THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANTS SHOULD CONSULT A TAX ADVISER
BEFORE PURCHASING OR DISPOSING OF THE SHARES.

         PURCHASE OF SHARES PRIOR TO VESTING BY CERTAIN PARTICIPANTS

         The Stock Purchase Agreement gives Participants the right to purchase
certain shares which are subject to repurchase by the Company at cost prior to
"vesting." In these situations, an election may be filed by the Participant with
the Internal Revenue Service within 30 days of the purchase of the Shares,
electing pursuant to Section 83(b) of the Code to be taxed currently on the
bargain purchase element on the date of purchase for alternative minimum tax
purposes. EVEN WHERE THERE IS NO BARGAIN ELEMENT FAILURE TO FILE THE 83(b)
ELECTION WILL RESULT IN ALTERNATIVE MINIMUM TAXABLE INCOME MEASURED AND
RECOGNIZED BY PARTICIPANT AT THE TIME OR TIMES ON WHICH THE COMPANY'S REPURCHASE
REQUIREMENT LAPSES. Participant is strongly encouraged to seek the advice of his
or her tax consultants in connection with the purchase of the Shares and the
advisability of filing of the election under Section 83(b) and similar tax
provisions. A form of Election under Section 83(b) is attached to the Stock
Purchase Agreement as Exhibit B for reference.

         THE TAX CONSEQUENCES OF THE PURCHASE AND SALE OF COMMON SHARES AND THE
TERMINATION OF COMPANY REPURCHASE RIGHTS FOR UNVESTED SHARES, MAY DIFFER
DEPENDING UPON THE CIRCUMSTANCES OF EACH PARTICIPANT, THE TERMS OF THE AWARD AND
THE TIMING OF ANY EXERCISE OR SALE. PARTICIPANTS ARE ADVISED TO SEEK INDEPENDENT
TAX ADVICE TO MAKE SURE THEY UNDERSTAND THE INCOME TAX CONSEQUENCES OF ANY
AWARD.

                                       16
<PAGE>

                                    EXHIBIT B

                          ELECTION UNDER SECTION 83(B)
                      OF THE INTERNAL REVENUE CODE OF 1986

         The undersigned taxpayer hereby elects, pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross
income for the current taxable year the amount of any compensation taxable to
taxpayer in connection with taxpayer's receipt of the property described below:

1.       The name, address, taxpayer identification number and taxable year of
         the undersigned are as follows:

NAME: TAXPAYER:_____________________________ SPOUSE: ___________________________

ADDRESS: _______________________________________________________________________

IDENTIFICATION NO.: TAXPAYER: _____________________ SPOUSE: ____________________

TAXABLE YEAR: __________

2.       The property with respect to which the election is made is described as
         follows: _____ shares (the "Shares") of the Common Stock of Advanced
         Lighting Technologies, Inc. (the "Company").

3.       The date on which the property was transferred is: ____________, 20___.

4.       The property is subject to the following restrictions:

         The Shares may not be transferred and are subject to forfeiture under
         the terms of an agreement between the taxpayer and the Company. These
         restrictions lapse upon the satisfaction of certain conditions
         contained in such agreement.

5.       The fair market value at the time of transfer, determined without
         regard to any restriction other than a restriction which by its terms
         will never lapse, of such property is: $______.

6.       The amount (if any) paid for such property is:  $_____________________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

                                       17
<PAGE>

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

Dated: ________________________, 20___       ________________________________
                                             Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated: ________________________, 20___       ________________________________
                                             Spouse of Taxpayer

                                       18
<PAGE>

                                    EXHIBIT C

                            JOINT ESCROW INSTRUCTIONS

                            _________________, 20___

Secretary
ADVANCED LIGHTING TECHNOLOGIES, INC.

Dear Sir or Madam:

         As Escrow Agent for both ADVANCED LIGHTING TECHNOLOGIES, INC. (the
"Company"), and ________________________ ("Purchaser"), you are hereby
authorized and directed to hold the documents and Common Stock certificates
delivered to you pursuant to the terms of that certain Common Stock Purchase
Agreement (the "Agreement") of even date herewith, to which a copy of these
Joint Escrow Instructions is attached as Exhibit C to the Agreement, in
accordance with the following instructions:

1.       In the event the Company is required to purchase Shares pursuant to the
Unvested Stock Requirement set forth in the Agreement, the Company shall give to
Purchaser and you a written notice as provided in the Agreement. Purchaser and
the Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice, including prompt delivery of stock certificates.

2.       At the closing, you are directed (a) to date the stock assignment form
or forms necessary for the transfer in question, (b) to fill in the number of
shares being transferred, and (c) to deliver same, together with the certificate
or certificates evidencing the shares to be transferred, to the Company against
the simultaneous delivery to you of the purchase price (by certified or bank
cashier's check) for the number of shares being purchased pursuant to the
Unvested Stock Requirement.

3.       Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement. Purchaser does hereby
irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent
for the term of this escrow to execute with respect to such securities all
documents necessary or appropriate to make such securities negotiable and to
complete any transaction herein contemplated. Subject to the provisions of this
Paragraph 3, Purchaser shall exercise all rights and privileges, including but
not limited to, the right to vote and to receive dividends (if any), of a
stockholder of the Company while the shares are held by you.

4.       In accordance with the terms of Section 5 of the Agreement, you may
from time to time deliver to Purchaser a certificate or certificates
representing so many shares as are no longer subject to the Unvested Stock
Requirement.

                                       19
<PAGE>

5.       This escrow shall terminate upon the release of all shares held under
the terms and provisions hereof.

6.       If at the time of termination of this escrow you should have in your
possession any documents, securities or other property belonging to Purchaser,
you shall deliver all of same to Purchaser and shall be discharged from all
further obligations hereunder.

7.       Your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto.

8.       You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact of Purchaser while acting in good faith and
in the exercise of your own good judgment, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith.

9.       You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree of any court,
you shall not be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such compliance, notwithstanding any such
order, judgment or decree being subsequently reversed, modified, annulled, set
aside, vacated or found to have been entered without jurisdiction.

10.      You shall not be liable in any respect on account of the identity,
authority or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

11.      You shall not be liable for the outlawing of any rights under any
statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

12.      You shall be entitled to employ such legal counsel and other experts as
you may deem necessary properly to advise you in connection with your
obligations hereunder and may rely upon the advice of such counsel.

13.      Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be Secretary of the Company or if you shall resign by written
notice of each party. In the event of any such termination, the Company shall
appoint any officer of the Company as successor Escrow Agent.

                                       20
<PAGE>

14.      If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

15.      It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
dispute shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

16.      Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties thereunto entitled.

17.      By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.

18.      This instrument shall be governed by and construed in accordance with
the laws of the State of Ohio.

         This instrument shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

                                       Very truly yours,

                                       ADVANCED LIGHTING TECHNOLOGIES, INC.

                                       By: _____________________________________

ESCROW AGENT:                                  PURCHASER:

___________________________________            _________________________________

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                                    EXHIBIT D

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED __________________________________ hereby sells,
assigns and transfers unto ____________________________ (________ ) shares of
the Common Stock of ADVANCED LIGHTING TECHNOLOGIES, INC. (the "Company"),
standing in _______________________ name on the books of the Company represented
by Certificate No. ____________ herewith and hereby irrevocably constitutes and
appoints _____________________________ Attorney to transfer said stock on the
books of the Company with full power of substitution in the premises.

Dated: __________________, 20___

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                                    EXHIBIT E

                   ACKNOWLEDGMENT OF AND AGREEMENT TO BE BOUND
                    BY THE COMMON STOCK PURCHASE AGREEMENT OF
                      ADVANCED LIGHTING TECHNOLOGIES, INC.

         The undersigned, as transferee of shares of ADVANCED LIGHTING
TECHNOLOGIES, INC., hereby acknowledges that he or she has read and reviewed the
terms of the Common Stock Purchase Agreement of ADVANCED LIGHTING TECHNOLOGIES,
INC. and hereby agrees to be bound by the terms and conditions thereof, as if
the undersigned had executed said Agreement as an original party thereto.

Dated: ________________, 20___

By: ____________________________

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