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                                                                 Exhibit 10.1.15

                        RELEASE AND SETTLEMENT AGREEMENT

         THIS RELEASE AND SETTLEMENT AGREEMENT (this "Agreement") is made and
entered into by and between Advanced Lighting Technologies ("Advanced Lighting"
- a term which in this Agreement shall include its predecessors, related or
affiliated entities, officers, directors, employees, heirs, successors, assigns,
representatives, agents and counsel, unless the context otherwise clearly
requires) and Steven C. Potts ("Potts").

                                   WITNESSETH:

         WHEREAS, Potts is an employee of Advanced Lighting and currently serves
as Chief Financial Officer for Advanced Lighting;

         WHEREAS, Advanced Lighting and Potts have determined that Potts shall
terminate his employment effective Nov 14, 2002 (the "Effective Date") subject
to Paragraph 2;

         WHEREAS, Advanced Lighting and Potts desire to make provision for the
payments and benefits that Potts will be entitled to receive from Advanced
Lighting in consideration for Potts' obligations and actions under this
Agreement and in connection with such termination and the cessation of his
employment with Advanced Lighting; and

         WHEREAS, Advanced Lighting and Potts wish to resolve, settle and/or
compromise any and all matters, claims and issues between them arising from or
relating to Potts' service and employment with Advanced Lighting, including the
termination thereof;

         NOW THEREFORE, in consideration of the promises and agreement contained
herein and other good and valuable consideration, the sufficiency and receipt of
which


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are hereby acknowledged, and intending to be legally bound, Advanced Lighting
and Potts agree as follows:

         1.       TERMINATION. Potts hereby terminates his employment with
Advanced Lighting, and its related or affiliated entities, as of the Effective
Date, subject to Paragraph 2. Advanced Lighting hereby consents to and accepts
said termination.

         2.       PAYMENTS.

                  (a) In consideration of the promises of Potts in this
Agreement and subject to the conditions hereof, including without limitation
Paragraph 4 of this Agreement, Advanced Lighting shall:

                  (i) Pay Potts his current salary and fringe benefits through
                  the Effective Date UNLESS Potts accepts other employment prior
                  to the Effective Date, in which case Potts will be provided a
                  severance based on his current salary rate for the period
                  between his last day worked and the Effective Date.

                  (ii) Pay Potts an additional six months of salary starting
                  November 1, 2002, payable in bi-weekly installments; PROVIDED
                  that Potts has not accepted other employment and that no such
                  payment shall be made unless and until the conditions in
                  Paragraph 4 below have been satisfied;

                  (iii) Provide Potts executive career services through Right
                  Management Consultants, up to a maximum of $25,000.

                  (iv) Provide Potts with payment for his unused vacation on the
                  Effective Date.


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                  (v)      Provide Potts reimbursement of reasonable expenses
                  related to employment searches provided amounts in excess of
                  $250 are approved in advance.

                  (b)      Potts shall exercise any vested stock options within
sixty (60) days of the Effective Date.

                  (c)      Potts shall tender his resignation as a Director at
the execution of this Agreement.

                  (d)      Potts acknowledges and agrees that he has an
obligation under this Agreement to provide notice Advanced Lighting at the time
he accepts other employment if he accepts such other employment prior to the
Effective Date or within the six-month period commencing November 15, 2002,
pursuant to the provisions in Paragraph 2(a)(i) and 2(a)(ii).

                  (e)      Advanced Lighting will provide Potts with the option
of continuing coverage under Advanced Lighting's current medical program for the
period provided in Paragraph 2(a)(ii) above. If Potts elects this option, he
will make a contribution in the same amount as his current employee contribution
for such coverage.

                  (f)       Potts acknowledges and agrees that the consideration
provided by Advanced Lighting to Potts under this Agreement, including, without
limitation, the payments to be made by Advanced Lighting to Potts pursuant to
this Agreement, is greater than and in addition to anything of value to which he
otherwise would be entitled from Advanced Lighting as a result of his
termination and that the release by Potts set forth in Paragraph 5 of this
Agreement and the obligations of and actions taken by Potts under this Agreement
are given and undertaken in consideration of, and adequately

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supported by, the payments and benefits to be made or provided to Potts by
Advanced Lighting under and pursuant to this Agreement.

         3.       PROFESSIONAL FEES.  Advanced Lighting and Potts acknowledge
and agree that each shall be responsible for the payment of their respective
legal fees and costs (and related disbursements) incurred in connection with
Potts' termination and resignation and all matters relating to the negotiation
and execution of this Agreement.

         4.       RELEASE BY POTTS.

                  (a)      Potts, for himself and his dependents, successors,
assigns, heirs, executors and administrators (and his and their legal
representatives of every kind), hereby releases, dismisses, remises and forever
discharges Advanced Lighting from any and all arbitrations, claims, including
claims for attorney's fees, demands, damages, suits, proceedings, actions and/or
causes of action of any kind and every description, whether known or unknown,
which Potts now has or may have had for, upon, or by reason of any cause
whatsoever (except that this release shall not apply to the obligations of
Advanced Lighting arising under this Agreement) ("claims"), against Advanced
Lighting, including but not limited to:

                  (i) any and all claims arising out of or relating to Potts'
                  employment by or service with Advanced Lighting and his
                  termination from Advanced Lighting;

                  (ii) any and all claims of discrimination, including but not
                  limited to claims of discrimination on the basis of sex, race,
                  age, national origin, marital status, religion or handicap,
                  including, specifically, but without limiting the generality
                  of the foregoing, any claims under the Age

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                  Discrimination in Employment Act, as amended by the Older
                  Workers Benefits Protection Act, Title VII of the Civil
                  Rights Act of 1964, as amended, the Americans with
                  Disabilities Act, Ohio Revised Code Section 4101.17 and Ohio
                  Revised Code Chapter 4112, including Sections 4112.02 and
                  4112.99 thereof; and

                  (iii) any and all claims of wrongful or unjust discharge or
                  breach of any contract or promise, express or implied, or any
                  statutory or common law claim.

                  (b)      Potts understands and acknowledges that Advanced
Lighting does not admit any violation of law, liability or invasion of any of
his rights and that any such violation, liability or invasion is expressly
denied. The consideration provided under this Agreement is made for the purpose
of settling and extinguishing all claims and rights (and every other similar or
dissimilar matter) that Potts ever had or now may have against Advanced Lighting
to the extent provided in this Paragraph 4. Potts further agrees and
acknowledges that no representations, promises or inducements have been made by
Advanced Lighting other than as appear in this Agreement.

                  (c)      Potts further agrees and acknowledges that;

                  (i)      The release provided for in this Paragraph 4 releases
                  claims to and including the date of this Agreement;

                  (ii)     He has been advised by Advanced Lighting to consult
                  with legal counsel prior to executing this Agreement and the
                  release provided for in this Paragraph 4, has had an
                  opportunity to consult with and to be advised by legal
                  counsel of his choice, fully understands the terms of this

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                  Agreement, and enters into this Agreement freely, voluntarily
                  and intending to be bound;

                  (iii)    He has been given a period of twenty-one (21) days to
                  review and consider the terms of this Agreement, and the
                  release contained herein, prior to its execution and that he
                  may use as much of twenty-one (21) day period as he desires;
                  and

                  (iv)     He may, within seven (7) days after execution, revoke
                  this Agreement. Revocation shall be made by delivering a
                  written notice of revocation to the Human Resources Director
                  at Advanced Lighting. For such revocation to be effective,
                  written notice must be actually received by the Human
                  Resources Director at Advanced Lighting no later than the
                  close of business on the seventh (7th) day after Potts
                  executes this Agreement, all of the terms and conditions of
                  the Agreement shall be of no force and effect and Advanced
                  Lighting shall not have any obligation to make payments or
                  provide the benefits to Potts as set forth in Paragraph 2 of
                  this Agreement.

                  (d)      Potts agrees that he will never file a lawsuit or
other complaint asserting any claim that is released in this Paragraph 4.

                  (e)      Potts waives and releases any claim that he has or
may have to reinstatement.

         5.       RETURN OF ALL PROPERTY AND DOCUMENTS. At Effective Date,
Potts immediately will return to Advanced Lighting all property of Advanced
Lighting including all keys to Advanced Lighting's premises or property, all
documents (including copies)

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and information, however maintained (including computer files, tapes and
recordings), concerning Advanced Lighting or acquired by Potts in the course and
scope of his services to Advanced Lighting under this Agreement.

         6.       CONTINUED AVAILABILITY AND COOPERATION.

                  (a)      Potts shall retain responsibility related to the
fiscal year ending June 30, 2002, including, but not limited to the external
audit and SEC 10K reporting.

                  (b)      Potts shall cooperate fully with Advanced Lighting
and with Advanced Lighting's counsel in connection with any present and future
actual or threatened litigation or administrative proceeding involving Advanced
Lighting that relates to events, occurrences or conduct occurring (or claimed to
have occurred) during the period of Potts' employment by Advanced Lighting. This
cooperation by Potts shall include, but not be limited to:

                  (i) making himself reasonably available for interviews and
                  discussions with Advanced Lighting's counsel as well as for
                  depositions and trial testimony;

                  (ii) if depositions or trial testimony are to occur, making
                  himself reasonably available and cooperating in the
                  preparation therefore as and to the extent that Advanced
                  Lighting or Advanced Lighting's counsel reasonably requests;

                  (iii) refraining from impeding in any way Advanced Lighting's
                  prosecution or defense of such litigation or administrative
                  proceeding; and

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                  (iv) cooperating fully in the development and presentation of
                  Advanced Lighting's prosecution or defense of such litigation
                  or administrative proceeding.

                   (c)     Potts shall be reimbursed by Advanced Lighting for
reasonable travel, lodging, telephone and similar expenses incurred in
connection with such cooperation, which Advanced Lighting shall reasonably
endeavor to schedule at times not conflicting with the reasonable requirements
of any future employer of Potts, or with the requirements of any third party
with whom Potts has a business relationship that provides remuneration to Potts.
Potts shall not unreasonably withhold his availability for such cooperation.

         7.       INDEMNIFICATION. Advanced Lighting will defend, indemnify and
hold harmless Potts for any claim, action, lawsuit, or proceeding (whether
civil, criminal, administrative, or investigative), which is brought against
Potts by reason of his employment for Advanced Lighting or because of any acts
taken by Potts on behalf of Advanced Lighting and within the scope of his
employment.

         8.       SUCCESSORS AND BINDING AGREEMENT.

                  (a)      This Agreement shall be binding upon and inure to the
benefit of Advanced Lighting and any successor of or to Advanced Lighting, but
shall not otherwise be assignable or delegable by Advanced Lighting.

                  (b)      This Agreement shall be binding upon and inure to the
benefit of Potts' personal or legal representatives, executors, administrators,
successors, heirs, distributees and/or legatees.

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                  (c)      This Agreement is personal in nature and none of the
parties hereto shall, without the consent of the other parties, assign, transfer
or delegate this Agreement or any rights or obligations hereunder except as
expressly provided in subparagraphs (a) and (b) of this Paragraph 7.

                  (d)      This Agreement is intended to be for the exclusive
benefit of the parties hereto, and except as provided in subparagraphs (a) and
(b) of this Paragraph 7, no third party shall have any rights hereunder.

         9.       NON-DISCLOSURE; STATEMENTS TO THIRD PARTIES.

                  (a)      Except to the extent that this Agreement or the terms
hereof become publicly known or available because of a legally mandated
requirement, all provisions of this Agreement and the circumstances giving rise
hereto are and shall remain confidential and shall not be disclosed to any
person not a party hereto (other than each party's attorney, financial advisor
and/or tax advisor to the extent necessary for such advisor to render
appropriate legal, financial and tax advice), except as necessary to carry out
the provisions of this Agreement, and except as may be required by law.

                  (b)      Because the purpose of this Agreement is to settle
amicably any and all potential disputes or claims among the parties, neither
Potts nor Advanced Lighting shall, directly or indirectly, make or cause to be
made any statements to any third parties criticizing or disparaging the other or
commenting on the character or business reputation of the other. Potts further
hereby agrees not (1) to comment to others concerning the status, plans or
prospects of the business of Advanced Lighting as of the Effective Date, or (2)
to engage in any act or omission that would be

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detrimental, financially or otherwise, to Advanced Lighting, or that would
subject Advanced Lighting to public disrespect, scandal or ridicule.

         10.      NOTICES. For all purposes of this Agreement, all
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered, addressed to Advanced Lighting (to the
attention of the Human Resources Director at its principal executive offices and
to Potts at his principal residence,                   , Ohio       , or to
such other address as any party may have furnished to the other in writing and
in accordance herewith. Notices of change of address shall be effective only
upon receipt.

         11.      MISCELLANEOUS. The death or disability of Potts following the
execution of this Agreement shall not affect or revoke this Agreement or any of
the obligations of the parties hereto. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Potts and Advanced Lighting. No waiver by either
party hereto at any time of any breach by the other party hereto or compliance
with any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter
hereof have been made by any of the parties that are not set forth expressly in
this Agreement and every one of them (if, in fact, there have been any) is
hereby terminated without liability or any other legal effect whatsoever.

         12.      BREACH AND REMEDIES. In the event it is determined by a court
of competent jurisdiction that a party has breached any of its obligations under
this

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Agreement, the party aggrieved by such breach shall be entitled to recover
reasonable costs and attorneys' fees arising from any such breach in addition to
any other damages to which he or it may be entitled.

         13.      ENTIRE AGREEMENT. This Agreement shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
shall supersede all prior verbal or written agreements, covenants,
communications, understandings, commitments, representations or warranties,
whether oral or written, by any party hereto or any of its representatives
pertaining to such subject matter.

         14.      GOVERNING LAW.  The validity, interpretation, construction
and performance of this Agreement shall be governed by the substantive laws of
the State of Ohio, without giving effect to the principles of conflict of laws
of such state.

         15.      VALIDITY.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement which shall nevertheless remain in full
force and effect.

         16.      COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.

         17.      CAPTIONS AND PARAGRAPH HEADINGS.  Captions and paragraph
headings used herein are for convenience and are not part of this Agreement and
shall not be used in construing it.

         18.      FURTHER ASSURANCES.  Each party hereto shall execute such
additional documents, and do such additional things, as may be reasonably be
requested by the other party to effectuate the purposes and provisions of this
Agreement.

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         IN WITNESS WHEREOF, the parties hereto have had an opportunity to
review the foregoing and have executed this Agreement, voluntarily and without
duress, as of the date first above written.

         5/29/02                                              5/29/02
---------------------------------          -----------------------------------
DATE                                       DATE


/s/  Kenneth Hawley                         /s/ Steven C. Potts
---------------------------------          -----------------------------------
AGENT OF ADVANCED LIGHTING                  EMPLOYEE - STEVEN C. POTTS
TECHNOLOGIES



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