##### 



Exhibit 10.2.8 ADVANCED LIGHTING TECHNOLOGIES, INC.
32000 Aurora Road
Solon, Ohio 44139 May 31, 2004 WELLS FARGO FOOTHILL, INC., as Agent and Lender
One Boston Place, 18th Floor
Boston, Massachusetts 02108 Re: Consent to Restructure and Amendment Ladies and Gentlemen: Wells Fargo Foothill, Inc., as Arranger and Administrative Agent
(Agent), the lenders (Lenders) from time to time parties to the Loan
Agreement (as defined below), and Advanced Lighting Technologies, Inc., an Ohio
corporation (Parent) and each of Parents subsidiaries identified as a
borrower on the signature pages hereof (such subsidiaries, together with
Parent, are referred to hereafter each individually as a Borrower, and
individually and collectively, jointly and severally, as Borrowers) have
entered into certain financing arrangements pursuant to the Amended and
Restated Loan and Security Agreement dated as of December 10, 2003, among
Agent, Lenders, Borrowers and the other Loan Parties (as the same now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced, the Loan Agreement), the EXIM Credit Agreement dated as of
December 10, 2003, among Agent, Lenders, Borrowers and the other Loan Parties
(as the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, the EXIM Credit Agreement), and all
other Loan Documents at any time executed and/or delivered in connection
therewith or related thereto. All capitalized terms used in this Letter re:
Consent to Restructure and Amendment (this Consent) shall have the meaning
assigned thereto in the Loan Agreement, unless otherwise defined herein. Loan Parties have requested that the Agent and Lenders consent to the
reorganization of Parents corporate organizational structure as described in
the memorandum annexed hereto as Exhibit A (the Restructure) and to make
certain amendments to the Loan Agreement and other Loan Documents in connection
with such Restructure. Agent and Lenders have agreed to consent to the
Restructure and to make such amendments, subject to the terms and provisions
hereof. In consideration of the foregoing, and other good and valuable
consideration, Agent, Lenders and Loan Parties hereby agree as follows: 1. Consent. As a one-time accommodation to the Loan Parties, Agent and
Lenders consent to the Restructure, provided, that, (a) prior to the filing of
any certificate 1




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of merger, dissolution or other organizational document with the appropriate
Secretary of State or other applicable Governmental Authority in connection
with the Restructure, Parent shall deliver such certificate of merger,
dissolution or other organizational document to Agent, for Agents review,
comment and approval, and (b) upon receipt by any Loan Party of the fully
executed, file-stamped certificate of merger, dissolution or other
organizational document, Parent shall promptly delivered such document to
Agent. 2. Amendments. (a) Subject to the conditions precedent set forth herein, on the effective
date applicable to each transaction evidencing a portion of the Restructure as
described below, the Loan Agreement and the other Loan Documents shall be
amended as follows: (i) Upon consummation of the merger of ADLT Services, Inc. with and into
Venture Lighting International, Inc., pursuant to which Venture Lighting
International, Inc. is the surviving corporation, ADLT Services, Inc. shall no
longer be a Borrower or a Loan Party; (ii) Upon consummation of the merger of Lighting Resources International,
Inc. with and into Venture Lighting International, Inc., pursuant to which
Venture Lighting International, Inc. is the surviving corporation, Lighting
Resources International, Inc. shall no longer be a Borrower or a Loan Party; (iii) Upon consummation of the merger of Microsun Technologies Inc. with
and into Venture Lighting International, Inc., pursuant to which Venture
Lighting International, Inc. is the surviving corporation, Microsun
Technologies Inc. shall no longer be a Borrower or a Loan Party; (iv) Upon consummation of the transfer (the UK Asset Transfer) of the
assets, obligations and undertakings of Venture Lighting Europe Limited
(registered number: 03341889) (VLE) to Advanced Lighting Technologies Europe
Limited (registered number: 03070525) (ADLTE), ADLTE shall become a
Guarantor, a UK Guarantor and a Loan Party and further, ADLTE shall change its
name to Venture Lighting Europe Limited; and (v) Following the UK Asset Transfer and the change of name of Parry Power
Systems Limited (registered number: 02833448) (Parry) to enable VLE to take
the name Parry Power Systems Limited, Parry (for the purposes of clarity,
registered number: 02833448) shall no longer be a Guarantor, a UK Guarantor or
a Loan Party. (b) Upon consummation of the transactions described in Paragraphs 2(a)(iv)
and 2(a)(v) above, 2




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(i) Schedule G-1 to the Loan Agreement shall be amended and restated in
its entirety in the form annexed hereto; (ii) Schedule G-1 to the EXIM Credit Agreement shall be amended and
restated in its entirety in the form annexed hereto; and (iii) the definition of UK Guarantors as set forth in Section 1.1 of the
Loan Agreement and Section 1.1 of the EXIM Credit Agreement is hereby amended
and restated in its entirety as follows:  UK Guarantors means, collectively, Advanced Lighting
Technologies Europe Limited and Parry Power Systems Limited, each
incorporated under the laws of the United Kingdom. 3. Representations, Warranties and Covenants. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Loan Parties to Agent pursuant to the other Loan Documents, each Loan
Party hereby represents, warrants and covenants with and to Agent as follows
(which representations, warranties and covenants are continuing and shall
survive the execution and delivery hereof and shall be incorporated into and
made a part of the Loan Documents): (a) (i) All actions and proceedings required by the Restructure,
applicable law or regulation (including, but not limited to, compliance with
Hart-Scott-Rodino Anti-Trust Improvement Act of 1976 as amended) shall be taken
and the transactions required thereunder shall be duly and validly taken and
consummated. (ii) No court of competent jurisdiction has issued any injunction,
restraining order or other order which prohibits consummation of the
transactions described in the documents and agreements executed and delivered
in connection with the Restructure and no government action or proceeding has
been threatened or commenced seeking any injunction, restraining order or other
order which seeks to void or otherwise modify the Restructure. (iii) The security interests in and liens upon the assets and properties
of each Loan Party in favor of Agent shall continue upon such assets and
properties to which any Loan Party shall succeed pursuant to the Restructure,
and such security interests and liens and their perfection and priority shall
continue in all respects in full force and effect. Without limiting the
generality of the foregoing, the Restructure shall in no way limit, forgive,
impair or adversely affect the Obligations, howsoever arising, or any security
interests or liens securing the same. (iv) The Restructure and the other arrangements contemplated herein do not
violate any law or regulation or any order or decree of any court or
Governmental Authority in any respect and do not and will not conflict with or
result in the breach of, or constitute a default in any respect under, any
agreement, document or instrument to which any Loan Party is a party or may be
bound, or result in the creation 3




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or imposition of any lien, charge or encumbrance upon any of the property of
any Loan Party or violate any provision of the Certificate of Incorporation or
By-Laws of any Loan Party. (v) Loan Parties shall deliver, or caused to be delivered, to Agent, true,
correct and complete copies of the documents and agreements executed and
delivered in connection with the Restructure. (b) This Consent has been duly authorized, executed and delivered by each
Loan Party, and the agreements and obligations of each Loan Party contained
herein constitute legal, valid and binding obligations of such Loan Party
enforceable against such Loan Party in accordance with their respective terms. (c) The execution and delivery of this Consent shall not violate any
applicable law or regulation, or any order or decree of any court or any
Governmental Authority in any respect and shall not conflict with or result in
the breach of, or constitute a default in any respect under, any indenture, any
material mortgage, deed of trust, security agreement, agreement or instrument
to which any Loan Party is a party or may be bound, or violate any provision of
the organizational documents of any Loan Party. (d) All of the representations and warranties set forth in the Loan
Agreement and the other Loan Documents, are true and correct in all material
respects, except to the extent any such representation or warranty is made as
of a specified date, in which case such representation or warranty shall have
been true and correct as of such date. (e) No Default or Event of Default exists on the date of this Consent. (f) Loan Parties shall deliver to Agent, in form and substance
satisfactory to Agent, any and all such further instruments and documents as
Agent may require to protect, preserve and maintain Agents rights in the
Collateral or as Agent may otherwise require in connection with the transaction
contemplated hereunder. (g) Within seven (7) days after the consummation of any transaction that
requires a change to Schedule G-1 of the Loan Agreement or the EXIM Credit
Agreement (other than those set forth in Sections 2(a)(iv) and 2(a)(v) above)
Loan Parties shall deliver to Agent, in form and substance satisfactory to
Agent, a revised Schedule G-1 and such further documents as Agent may otherwise
require in connection with the consummation of such transaction. 4. Conditions Precedent. The effectiveness of this Consent with respect
to any individual merger or dissolution transaction (each a Restructure
Component) set forth in the Restructure, shall be subject to the fulfillment
of each of the following conditions precedent: 4




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(a) receipt by Agent of an original of this Consent, in form and substance
satisfactory to Agent, duly authorized, executed and delivered by Loan Parties; (b) receipt by Agent of evidence, in form and substance satisfactory to
Agent, that the documents and agreements to be executed and delivered in
connection with each Restructure Component have been duly executed and
delivered by and to the appropriate parties thereto; (c) receipt by Agent of evidence, in form and substance satisfactory to
Agent, that all required consents or approvals of any persons other than
Agent, if any, to any Restructure Component have been obtained; (d) all representations and warranties contained herein and in the Loan
Agreement shall be true and correct in all material respects; (e) receipt by Agent of evidence, in form and substance satisfactory to
Agent, that Agent has a continuing, valid perfected and first priority security
interests in and liens upon the Collateral (as defined in the Loan Agreement)
of each Loan Party and any other property which is intended to be security for
the Obligations, subject only to the Permitted Liens; (f) the Indebtedness to Agent pursuant to the Loan Documents of any entity
merged or dissolved pursuant to the Restructure shall have been assumed by the
surviving Loan Parties by operation of law pursuant to each Restructure
Component; (g) after giving effect to this Consent, no Event of Default shall exist
or have occurred and no event, act or condition shall have occurred or exist
which with notice or passage of time or both would constitute an Event of
Default; and (h) with respect to the transfer of all of the issued and outstanding
shares of Advanced Lighting Technologies, Canada Inc. (ADLT Canada) from
Parent to Venture Lighting Power Systems, North America Inc. (VLPSNA) (the
Share Transfer) and the subsequent dissolution of ADLT Canada pursuant to the
laws of Ontario (the Dissolution), receipt by Agent of the following in form
and substance satisfactory to Agent: (i) evidence that Parent has applied for, executed and filed with the
relevant Canadian taxation authorities, a certificate pursuant to section 116
of the Income Tax Act (Canada); (ii) a certificate of an officer of ADLT Canada attesting that as at the
closing of the Share Transfer, ADLT Canada has no liabilities and providing a
list of assets of ADLT Canada to be assumed by Canadian Guarantor; (iii) an opinion of counsel to ADLT Canada that the Share Transfer has
been completed in accordance with all applicable laws, including all 5




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applicable taxation laws, together with such further opinions that Agent
shall reasonably request; (iv) an opinion of counsel to ADLT Canada that the Dissolution has been
completed in accordance with all applicable laws; and (v) such other documentation or information in respect of the Share
Transfer and Dissolution that Agent may reasonably request. 5. Pacific Rim Entities. Notwithstanding anything set forth in the
provisions above, with respect to any Restructure Component concerning any
Pacific Rim entity or Australian entity as described in the Restructure
(Pacific Restructure Component), no further consent, approval, review or
comment by, or delivery of documentation to, the Agent, shall be required prior
to the consummation of, or the execution and delivery of necessary
documentation to any Governmental Entity with respect to, any Pacific
Restructure Component. 6. Covenant. Agent shall receive, within ten (10) days of the filing
thereof, evidence, in form and substance satisfactory to Agent, that (a) the
Articles of Merger or Dissolution with respect to each Restructure Component
have been filed with the appropriate Secretary of State or other applicable
Governmental Authority and such merger or dissolution is valid and effective in
accordance with the terms and provisions of the applicable corporate statutes
of such State, and (b) such Restructure Component is valid and effective in
accordance with the terms and provisions of the applicable corporate statutes
of each applicable State; 7. Effect of this Consent. Except as specifically set forth herein, no
other changes or modifications to the Loan Agreement are intended or implied,
and, in all other respects, the Loan Agreement shall continue to remain in full
force and effect in accordance with its terms as of the date hereof. Except as
specifically set forth herein, nothing contained herein shall evidence a waiver
or amendment by the Agent or Lenders of any other provision of the Loan
Agreement nor shall anything contained herein be construed as a consent by the
Agent or Lenders to any transaction other than those specifically consented to
herein. 8. Binding Effect. The terms and provisions of this agreement shall be
for the benefit of the parties hereto and their respective successors and
assigns; no other person, firm, entity or corporation shall have any right,
benefit or interest under this agreement. 9. Counterparts. This agreement may be signed in counterparts, each of
which shall be an original and all of which taken together constitute one
agreement. In making proof of this agreement, it shall not be necessary to
produce or account for more than one counterpart signed by the party to be
charged. 6




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10. Entire Agreement. This agreement sets forth the entire agreement and
understanding of the parties with respect to the matters set forth herein.
This agreement cannot be changed, modified, amended or terminated except in a
writing executed by the party to be charged. Very truly yours,ADVANCED LIGHTING TECHNOLOGIES, INC., an
Ohiocorporation, as a Borrower and a
Loan PartyBy:
    /s/
Christopher F. ZerullName:
    Christopher F. ZerullTitle:
    Vice President  andChief Accounting OfficerAPL ENGINEERED MATERIALS, INC.,
an Illinois corporation, as a Borrower
and aLoan PartyBy:
    /s/ Christopher F. ZerullName:
    Christopher F. ZerullTitle:
    Vice PresidentVENTURE LIGHTINGINTERNATIONAL, INC., an
Ohiocorporation, as a Borrower and a
Loan PartyBy:
    /s/ Christopher F. ZerullName:
    Christopher F. ZerullTitle:
    Vice President [SIGNATURES CONTINUED ON NEXT PAGE] 7




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[SIGNATURES CONTINUED FROM PREVIOUS PAGE] BALLASTRONIX (DELAWARE), INC.,
a Delaware corporation, as a Borrower and
a Loan PartyBy:
    /s/ Christopher F. ZerullName:
    Christopher F. ZerullTitle:
    Vice PresidentMICROSUN TECHNOLOGIES INC.,
an Ohio corporation, as a Borrower and a
Loan PartyBy:
    /s/ Christopher F. ZerullName:
    Christopher F. ZerullTitle:
    Vice PresidentLIGHTING RESOURCES INTERNATIONAL, INC.,
an Ohio corporation, as a Borrower and a
Loan PartyBy:
    /s/ Christopher F. ZerullName:
    Christopher F. ZerullTitle:
    Vice PresidentADLT SERVICES, INC., an Ohio corporation,
as a Borrower and a Loan PartyBy:
    /s/ Christopher F. ZerullName:
    Christopher F. ZerullTitle:
    Vice President [SIGNATURES CONTINUED ON NEXT PAGE] 8




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[SIGNATURES CONTINUED FROM PREVIOUS PAGE] DEPOSITION SCIENCES, INC.,
an Ohio corporation, as a Borrower and a
Loan PartyBy:
    /s/ Christopher F. ZerullName:
    Christopher F. ZerullTitle:
    Vice PresidentVENTURE LIGHTING POWER SYSTEMS, NORTH
AMERICA INC., a Nova Scotia corporation,
as a Loan PartyBy:
    /s/      RG Douglas OultonName:
    RG Douglas OultonTitle:
    V.P. Finance and AdministrationPARRY POWER SYSTEMS LIMITED,
a corporation organized under the laws of
the United Kingdom, as a Loan PartyBy:
    /s/ Sabu KrishnanName:
    Sabu KrishnanTitle:
    DirectorVENTURE LIGHTING EUROPE LTD.,
a corporation organized under the laws of
the United Kingdom, as a Loan PartyBy:
    /s/ Sabu KrishnanName:
    Sabu KrishnanTitle:
    Director [SIGNATURES CONTINUED ON NEXT PAGE] 9




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[SIGNATURES CONTINUED FROM PREVIOUS PAGE] ACKNOWLEDGED AND AGREED: WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent and as a LenderBy:
    /s/ John T. LeonardName:
    John T. LeonardTitle:
    VP 10




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SCHEDULE G-1
TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT GUARANTORS ADLT Realty Corp. I, Inc.
Advanced Lighting Technologies Europe Limited (registered number: 03070525)     (name
to be changed Venture Lighting Europe Limited)
Unison Fiber Optic Lighting Systems LLC
Venture Lighting Europe Limited (registered number: 03341889)     (name
to be changed to Parry Power Systems Limited)
Venture Lighting Power Systems, North America, Inc. 11




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SCHEDULE G-1
TO
EXIM CREDIT AGREEMENT GUARANTORS ADLT Realty Corp. I, Inc.
Advanced Lighting Technologies Europe Limited (registered number: 03070525)     (name
to be changed Venture Lighting Europe Limited)
Unison Fiber Optic Lighting Systems LLC
Venture Lighting Europe Limited (registered number: 03341889)     (name
to be changed to Parry Power Systems Limited)
Venture Lighting Power Systems, North America, Inc. 12




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SIMPLIFICATION OF ADLT
CORPORATE STRUCTURE In going through the due diligence process for ADLTs chapter 11
reorganization, it has become clear that ADLTs corporate structure includes
many inactive subsidiaries and unnecessary holding companies. Although most of
these entities served a valid purpose at the time of their inception, their
current existence merely creates a confusing structure with increased
administrative costs. Thus, in connection with ADLTs impending emergence from
Chapter 11, management has determined it is in the best interests of ADLT and
its operating companies, to dispose of (through dissolution and/or merger)
unnecessary entities and to move forward with a streamlined corporate
structure. This process will require the approval of ADLTs exit lender, Wells
Fargo Foothill (Foothill), as well as Foothills cooperation in returning
pledged share certificates to be cancelled (or reissued) pursuant to the
simplification process outlined on Schedules A, B, C & D. US ENTITIES: ADLT Services, Inc. - This company will be merged out of existence (into Venture Lighting
International, Inc. (VLI)) Lighting Resources International, Inc. - This company will be merged
out of existence (into VLI)
- The 30% ownership of Shanghai Y & L currently in LRIs name will be
transferred into VLIs name. Microsun Technologies, Inc. - This company will be merged out of existence (into VLI). Unison Fiber Optics Lighting Systems, LLC - This company will either be dissolved or merged out of existence (into VLI). - Unison is currently the owner of warrants for Fiberstars stock which will be
transferred to ADLT shareholders as part of the bankruptcy plan. Advanced Cable Lite Corporation - This company will be dissolved pursuant to Ohio law. CANADIAN ENTITIES: Advanced Lighting Technologies Canada, Inc. - The company will be dissolved with all proceeds going to VLI, its sole
shareholder. - Canadian counsel, Patterson Palmer, will be directed to prepare dissolution
documentation.




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UNITED KINGDOM ENTITIES: The following plan was proposed by Michael Copestake of Freeth Cartwright: Ruud Lighting Europe Limited - This company will be removed from the Registrar of Companies. (equivalent of
dissolution) Advanced Lighting Technologies Europe - This company will change its name to Venture Lighting Europe Limited and
assume all assets, obligations and undertakings of the current entity named
Venture Lighting Europe Limited. Venture Lighting Europe Limited - This company will transfers its assets, obligations and undertakings to ADLTE
(see above) and change its name to Parry Power Systems Limited. - The entity be kept as a shell company to protect the rights to the name
Parry Power Systems Limited Parry Power Systems Limited - The company will change its name in connection with Venture Lighting Europe
Limiteds assumption of the name Parry Power Systems Limited. - The entity will be subsequently dissolved/liquidated. AUSTRALIAN ENTITIES: Lampway Direct Pty Ltd. - This company will be dissolved. - Australian counsel will be directed to prepare dissolution documentation. PACIFIC RIM ENTITIES: Pacific Lighting, Inc. (BVI)
LRI, Inc. (BVI)
Lighting Resources International Limited (BVI)
Lighting Resources Holdings Limited (BVI)
MHTI Limited (BVI)
Venture Lighting Korea Co., Ltd. (Korea)
HWA JIN Electric Light Co. Ltd. (Korea) - Our Pacific Rim counsel, Tengis Limited (Hong Kong) will be directed to take
the necessary steps and prepare the necessary documentation to simplify
(through merger and/or dissolution) the structure of ADLTs Pacific Rim
investments as shown on Schedules C and D.




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|SCHEDULE A

(CURRENT) ADVANCED LIGHTING TECHNOLOGIES, INC. CORPORATE ORGANIZATION

LIGHTING RESOURCES
INTERNATIONAL, INC.

(Ohio corp.)

ADVANCED LIGHTING TECHNOLOGIES, INC.

(Ohio public corp.)

VENTURE LIGHTING
INTERNATIONAL, INC.

(Ohio corp.)

DEPOSITION

SCIENCES, INC.

(Ohio corp.)

VENTURE POWER

SYSTEMS INDIA
PRIVATE, LTD.

(India)

UNISON FIBER
OPTIC

LIGHTING
SYSTEMS, LLC

(Delaware LLC)

APL ENGINEERED

MATERIALS, INC.

(Illinois corp.)

APL JAPAN CO., LTD.

(Japan)

ADVANCED
CABLELITE
CORPORATION

(Ohio corp.)

ADVANCED LIGHTING
TECHNOLOGIES (NZ) LTD.

(New Zealand)

BALLASTRONIX
(DELAWARE), INC.

(Delaware corp.)

ADLT REALTY

CORP. I, INC.

(Ohio corp.)

ADVANCED LIGHTING
TECHNOLOGIES ASIA PTE LTD

(fka VENTURE LIGHTING
SOUTHEAST ASIA PTY LTD.)

(Singapore)

VENTURE LIGHTING

POWER SYSTEMS NA, INC.

(Canada)

ADVANCED LIGHTING
TECHNOLOGIES

AUSTRALIA, INC.

(Ohio corp.)

MICROSUN
TECHNOLOGIES, INC.

(Ohio corp.)

ADVANCED LIGHTING
TECHNOLOGIES EUROPE

LTD.

(United Kingdom)

VENTURE LIGHTING
INTERNATIONAL PTY LTD.

(South Africa)

VENTURE LIGHTING
INTERNATIONAL FZE

(DUBAI, UAE)

PARRY POWER SYSTEMS
LTD.

(United Kingdom)

LIGHTING RESOURCES
HOLDINGS (MAURITIAS)
LTD.

(Mauritias)

VENTURE LIGHTING
INDIA LTD.

(India)

 Domestic Subsidiary/Affiliate

63%(1)

26%

 Foreign Subsidiary/Affiliate

ADLT SERVICES, INC.

(Ohio corp.)

VENTURE LIGHTING
EUROPE LTD.

(United Kingdom)

LAMPWAY DIRECT PTY. LTD.

(Australia)

ADLT LOGISTICS LTD.

(United Kingdom)

RUDD LIGHTING EUROPE
LTD.

(United Kingdom)


ADVANCED
LIGHTING
TECHNOLOGIES
CANADA, INC.

(Canada)

PPT 52591 / 3190-001

(1) Based on stock certificates.  May be as high as 67%
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|SCHEDULE  B

PROPOSED ADVANCED LIGHTING TECHNOLOGIES, INC. CORPORATE ORGANIZATION

ADVANCED LIGHTING TECHNOLOGIES, INC.

(Ohio public corp.)

VENTURE LIGHTING
INTERNATIONAL, INC.

(Ohio corp.)

DEPOSITION

SCIENCES, INC.

(Ohio corp.)

VENTURE POWER

SYSTEMS INDIA
PRIVATE, LTD.

(India)

APL ENGINEERED

MATERIALS, INC.

(Illinois corp.)

APL JAPAN CO., LTD.

(Japan)

ADVANCED LIGHTING
TECHNOLOGIES (NZ) LTD.

(New Zealand)

BALLASTRONIX
(DELAWARE), INC.

(Delaware corp.)

ADLT REALTY

CORP. I, INC.

(Ohio corp.)

ADVANCED LIGHTING
TECHNOLOGIES ASIA PTE LTD

(fka VENTURE LIGHTING
SOUTHEAST ASIA PTY LTD.)

(Singapore)

VENTURE LIGHTING

POWER SYSTEMS NA, INC.

(Canada)

ADVANCED LIGHTING
TECHNOLOGIES

AUSTRALIA, INC.

(Ohio corp.)

VENTURE LIGHTING
INTERNATIONAL PTY LTD.

(South Africa)

VENTURE LIGHTING
INTERNATIONAL FZE

(DUBAI, UAE)

PARRY POWER

SYSTEMS LTD.

(Shell)

(United Kingdom)

LIGHTING RESOURCES
HOLDINGS (MAURITIAS)
LTD.

(Mauritias)

VENTURE LIGHTING
INDIA LTD.

(India)

 Domestic Subsidiary/Affiliate

63%(1)

26%

 Foreign Subsidiary/Affiliate

VENTURE LIGHTING
EUROPE LTD.

(United Kingdom)

PPT 52598 / 3190-001

(1) Based on stock certificates.  May be as high as 67%
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Venture Lighting

Korea Co., Ltd.

(fka Advanced Lighting

International Korea)

a Korea company

SCHEDULE C

(CURRENT) PACIFIC RIM STRUCTURE



ADVANCED LIGHTING TECHNOLOGIES, INC.



Joint Ventures



a publicly held Ohio corporation


PPT 52601 / 3190-001


Pacific Lighting, Inc.

a BVI company


50% (1)

LRI, Inc.

a BVI company


Lighting Resources

International Limited

a BVI company


Lighting Resources

Holdings Limited

a BVI company


MHTI Limited

a BVI company

HWA Jin Electric

Light Co., Ltd.

a Korea company

49%(2)

66.67%

(1)  Remaining 50% owned by Wakoh Corporation

(2)  Remaining 51% owned by Korea Advanced Lighting
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Venture Lighting

Korea Co., Ltd.

(fka Advanced Lighting

International Korea)

a Korea company

SCHEDULE D

(PROPOSED) PACIFIC RIM STRUCTURE



ADVANCED LIGHTING TECHNOLOGIES, INC.



Joint Ventures



a publicly held Ohio corporation


PPT 52603 / 3190-001

Pacific Lighting, Inc.



a BVI company


50% (1)

HWA Jin Electric

Light Co., Ltd.

a Korea company

(1)  Remaining 50% owned by Wakoh Corporation

(2)  Remaining 51% owned by Korea Advanced Lighting

49% (2)

66.67%
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------