<PAGE>

                                    COMPOSITE
                            ARTICLES OF INCORPORATION
                                       OF
                      ADVANCED LIGHTING TECHNOLOGIES, INC.

                  FIRST: The name of the Corporation shall be Advanced Lighting
Technologies, Inc.

                  SECOND: The place in the State of Ohio where the principal
office of the Corporation is to be located is in the City of Solon in Cuyahoga
County.

                  THIRD: The purpose or purposes for which the Corporation is
formed are to engage in any lawful act or activity for which corporations may be
formed under ss.ss.1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

                  FOURTH: The Corporation shall be authorized to issue eighty
million (80,000,000) shares of common stock, par value one thousandth of one
cent ($.001), and one million (1,000,000)1 shares of preferred stock, par value
one thousandth of one cent ($.001). Any and all shares so issued, the
consideration for which, as fixed by the incorporator or the Board of Directors,
has been paid or delivered, shall be fully paid and nonassessable. The shares of
each class shall have the following express terms:

                  PART A:         SERIES OF PREFERRED SHARES.

                  1. RIGHTS OF DIRECTORS TO ADOPT AMENDMENTS IN RESPECT OF
PREFERRED SHARES. The Board of Directors is hereby authorized to adopt
amendments to this Article FOURTH in respect of any unissued Preferred Shares
(whether or not previously designated as shares of a particular series and
including Preferred Shares of any series issued and thereafter acquired by the
Corporation), to the full extent permitted by the Ohio Revised Code, creating
one or more series of Preferred Shares and, with respect to each such series,
fix or change, in whole or in part, the express terms (within the limits set
forth in Sections 1701.01 through 1701.99 of the Ohio Revised Code) of (a) any
class of shares before the issuance of any shares of that class or (b) one or
more series within a class before the issuance of any shares of that series.

                  2. PREFERRED SHARES, GENERALLY. All shares of any series shall
be identical in all respects, except that the shares of any one series issued at
different times may differ as to the dates from which dividends or distributions
thereon shall be cumulative. Preferred Shares shall have equal rank and priority
with respect to the payment of dividends and shall be identical in all respects
except as permitted by the foregoing provision of this Part A. Nothing contained
herein shall be construed to limit or restrict in any way the rights in respect
of unissued shares of any class or series granted to the Board of Directors by
the laws of Ohio now or hereafter in force.

                  3. EXPRESS TERMS OF SERIES A PREFERRED SHARES.

         a. Designation. Pursuant to the authority granted to the Corporation's
         Board of Directors by Paragraph 1 of Part A of this Article Fourth, the
         Board of Directors has

--------
(1) Less 761,250 shares previously issued and cancelled.


<PAGE>


         authorized a series of Preferred Stock for the Corporation designated
         as "SERIES A PREFERRED STOCK" and referred to herein as "SERIES A
         STOCK."

         b. Number. The number of shares constituting the Series A Stock shall
         be 35,000.

         c. Rank. The Series A Stock shall, with respect to dividend rights,
         rights on liquidation, dissolution or winding-up, rank prior to all
         classes of the Corporation's common stock, par value $0.001 per share
         ("COMMON STOCK"). All equity securities of the Corporation to which
         Series A Stock ranks prior (whether with respect to dividends or upon
         liquidation, dissolution, winding-up or otherwise), including the
         Common Stock, are collectively called the "JUNIOR SECURITIES." All
         equity securities of the Corporation with which the Series A Stock
         ranks on a parity (whether with respect to dividends or upon
         liquidation, dissolution, winding-up or otherwise) are collectively the
         "PARITY SECURITIES." The respective definitions of Junior Securities or
         Parity Securities shall also include any rights or options exercisable
         for or convertible into any of the Junior Securities and Parity
         Securities.

         d. Dividend Rights. The holders of the outstanding Series A Stock shall
         be entitled to receive, when, as and if declared by the Board of
         Directors out of funds legally available for the payment of dividends,
         cash dividends, at the dividend rate of 8% per share per annum. Such
         dividends shall accrue on each such share from the date of its original
         issuance and shall accrue from day to day. Dividends on Series A Stock
         shall be cumulative, so that, if any such dividend or dividends shall
         not have been declared and paid when due, the deficiency shall be
         declared for all outstanding shares of Series A Stock before the
         Corporation declares, pays or sets apart for payment any dividends
         (except for dividends paid in shares of, or options, warrants or rights
         to subscribe for or purchase shares of, Junior Securities) on its
         Junior Securities or Parity Securities.

         e. Liquidation Rights. Upon any liquidation, dissolution or winding-up
         of the Corporation, whether voluntary or involuntary, the Series A
         Stock shall be entitled, before any payment or distribution of the
         Corporation's assets (whether capital or surplus) is made or set apart
         for the holders of Junior Securities, to paid the sum of one thousand
         dollars ($1,000.00) per share of Series A Stock plus an amount equal to
         all dividends which have been declared but which remain unpaid to the
         date of the final distribution to such holders. In case the net assets
         of the Corporation, or any proceeds thereof, are insufficient to pay in
         full all outstanding shares of Series A Stock and any other Parity
         Securities the amount to which they are respectively entitled, then the
         entire net assets of the Corporation shall be distributed ratably to
         all outstanding shares of Series A Stock and any such other Parity
         Securities.

         Notwithstanding anything else in the Corporation's Articles of
         Incorporation, a liquidation, dissolution or winding-up, voluntary or
         involuntary, of the Corporation shall (in addition to any circumstance
         normally regarded as a "liquidation," dissolution" or "winding-up")
         also be deemed to have occurred upon:

                  (i)      the acquisition of the Corporation by any one or more
                           other entities by means of any transaction or series
                           of related transactions (including, without
                           limitation, any reorganization, conversion, merger or
                           consolidation, whether of the Corporation with or
                           into any other

                                       2

<PAGE>

                           corporation or of any other corporation with or into
                           the Corporation, but excluding any merger effected
                           exclusively for the purpose of changing the domicile
                           of the Corporation); or

                  (ii)     a sale of all or substantially all of the assets of
                           the Corporation;

              provided that a consolidation or merger as a result of which the
              holders of capital stock of the Corporation immediately before
              such merger or consolidation possess (by reason of such holdings)
              fifty percent (50%) or more of the voting power of the Corporation
              surviving such merger or consolidation (or other corporation which
              is the issuer of the capital stock into which the capital stock of
              the Corporation is converted or exchanged in such merger or
              consolidation) shall not be treated as a liquidation, dissolution
              or winding-up, voluntary or involuntary, of the Corporation within
              the meaning of this Subparagraph (e).

         f. Voting.

                  (i)      Voting with Other Shares. Each share of the Series A
                           Stock (1) shall be entitled to one vote or consent
                           per share on all matters submitted for a vote or
                           consent (whether or not at a meeting) of any one or
                           more classes of the shareholders of the Corporation,
                           (2) shall be entitled to one vote for each share of
                           the Series A Stock entitled to vote or consent at
                           such meeting, (3) shall be entitled to notice of any
                           shareholder's meeting or consent solicitation in
                           accordance with the Articles of Incorporation, as
                           amended, and Code of Regulations of the Corporation,
                           and (4) shall be entitled to vote or consent with the
                           holders of the Common Stock on all matters submitted
                           for a vote or consent of holders of Common Stock. If
                           the Corporation at any time after the date of
                           issuance of the Series A Stock pays any dividend on
                           Common Stock in shares of Common Stock or effects a
                           subdivision or combination of the outstanding shares
                           of Common Stock (by reclassification or otherwise)
                           into a greater number of shares of Common Stock, then
                           in each such case the number of votes or consents to
                           which holders of Series A Stock were entitled
                           immediately prior to such event under clause (2) of
                           the preceding sentence of this subparagraph (f)(i)
                           shall be adjusted by multiplying such amount by a
                           fraction the numerator of which is the number of
                           shares of Common Stock outstanding immediately after
                           such event and the denominator of which is the number
                           of shares of Common Stock that were outstanding
                           immediately prior to such event.

                  (ii)     Actions Requiring Vote or Consent of Series A Stock.
                           The Corporation shall not at any time, except with
                           the written consent of the holders of a majority of
                           the outstanding shares of Series A Stock or the
                           affirmative vote of the holders of at least a
                           majority of the outstanding shares of Series A Stock
                           at a meeting of the holders of Series A Stock duly
                           called for such purpose, (1) authorize any class of
                           stock ranking prior to the Series A Stock either as
                           to rights on liquidation or as to dividends, or (2)
                           amend, alter or repeal (by merger, consolidation,
                           combination, reclassification or otherwise) its
                           Articles of Incorporation or the Code of Regulations,
                           as the foregoing may have theretofore been duly
                           amended, so as to adversely affect the relative
                           rights,

                                       3

<PAGE>

                           powers, preferences or limitations of the shares of
                           the Series A Stock provided that any such amendment
                           that changes the dividend payable on or the
                           liquidation preference of the Series A Stock requires
                           the affirmative vote at a meeting of Series A Stock
                           duly called for such purpose or written consent of
                           the holder of each share of Series A Stock. No
                           separate vote or consent of the Series A Stock shall
                           be required in connection with the authorization of,
                           or the increase of the total number of authorized
                           shares of, any Parity Securities or Junior Securities
                           to the Series A Stock as to rights on liquidation and
                           as to dividends.

         g. Redemption.

                  (i)      Redemption at the Holder's Option. Subject to the
                           final sentence of this Subparagraph (g)(i), each
                           holder of Series A Stock may require the Corporation
                           to redeem, and upon written notice from such holder,
                           the Corporation shall redeem, all of the outstanding
                           shares of Series A Stock from funds lawfully
                           available therefor, concurrently with or within
                           twenty-one (21) days after, the consummation of any
                           of the following events (each a "Redemption Event"):
                           (1) a public offering of shares of Common Stock of
                           the Corporation, or of securities convertible into or
                           exchangeable for shares of Common Stock, pursuant to
                           the Securities Act of 1933, (2) a reorganization,
                           merger or consolidation with one or more other
                           corporations as a result of which the Corporation is
                           not the surviving corporation or the Corporation
                           survives as a subsidiary (at least majority owned) of
                           another corporation, or (3) the sale of substantially
                           all of the assets and property of the Corporation to
                           another corporation. Notwithstanding the foregoing
                           sentence, the Corporation shall not be required to
                           redeem any Series A Stock from any holder if holders
                           who own in the aggregate more than fifty percent
                           (50%) of the outstanding shares of Series A Stock
                           waive the right to redemption in connection with the
                           transaction or event giving rise to such right.

                  (ii)     Redemption at the Corporation's Option. To the extent
                           the Corporation has funds legally available for such
                           payment, and the Board of Directors determines, in
                           its sole discretion, to recapitalize the debt or
                           equity of the Corporation, or both, and, as part of
                           such recapitalization, to redeem the Series A Stock,
                           the Corporation, at its option, exercised under
                           authority of its Board of Directors, may redeem all
                           (but not less than all) of the outstanding shares of
                           Series A Stock at a redemption price of one thousand
                           dollars ($1000.00) per share, plus accrued and unpaid
                           dividends thereon to the redemption date, in cash
                           without interest.

                  (iii)    Procedure. The following procedure shall apply to
                           redemptions of Series A Stock:

                           (1)      In any redemption of Series A Stock, the
                                    Corporation shall pay therefor in cash per
                                    share the sum of one thousand dollars
                                    ($1000.00) plus an amount equal to all
                                    declared or accumulated dividends thereon
                                    accrued and unpaid, whether declared or not,
                                    to and including the date fixed for

                                       4

<PAGE>

                                    redemption, said sum being sometimes
                                    hereinafter called the "redemption price."

                           (2)      Notice of any proposed redemption shall be
                                    mailed by the Corporation, postage prepaid,
                                    not less than thirty (30) days nor more than
                                    sixty (60) days prior to the date fixed for
                                    redemption, to each holder of record of
                                    shares of Series A Stock, at such holder's
                                    address as shown on the records of the
                                    Corporation or given by such holder to the
                                    Corporation for the purpose of notice, or,
                                    if no such address appears or is given, at
                                    the place where the principal office of the
                                    Corporation is located. Such notice shall
                                    state the (A) date fixed for redemption, (B)
                                    the redemption price, (C) shall call upon
                                    each holder of shares of Series A Stock to
                                    surrender to the Corporation on said date at
                                    the place designated in the notice such
                                    holder's certificate or certificates
                                    representing the shares to be redeemed, and
                                    (D) that dividends on the shares to be
                                    redeemed will cease to accrue dividends on
                                    such date fixed for redemption.

                           (3)      On or after the date fixed for redemption
                                    and stated in such notice, each holder of
                                    Series A Stock shall surrender the
                                    certificate evidencing such shares to the
                                    Corporation at the place designated in such
                                    notice and shall thereupon be entitled to
                                    receive payment of the redemption price. If
                                    such notice of redemption shall have been
                                    duly given, and, if, on the date fixed for
                                    redemption, funds necessary for the
                                    redemption are available therefor, then,
                                    notwithstanding that the certificates
                                    evidencing the Series A Stock called for
                                    redemption shall not have been surrendered,
                                    the dividends with respect to such shares
                                    shall cease to accrue after such date, and
                                    all rights of the holders thereof as
                                    shareholders of the Corporation (except the
                                    right to receive from the Corporation the
                                    redemption price) shall terminate on said
                                    date. If fewer than all the Shares
                                    represented by any such certificate are
                                    redeemed, a new certificate shall be issued
                                    representing the unredeemed shares without
                                    cost to the holder thereof.

                           (4)      If, on or prior to any date fixed for
                                    redemption of Series A Stock, the
                                    Corporation deposits with any bank or trust
                                    company in the State of New York, as a trust
                                    fund, a sum sufficient to redeem, on the
                                    date fixed for redemption thereof, the
                                    Series A Stock called for redemption, with
                                    irrevocable instructions and authority to
                                    pay, on or after the date fixed for
                                    redemption, the redemption price of such
                                    shares to their respective holders upon
                                    surrender of their share certificates, and
                                    if the notice described above designates
                                    such bank or trust company as the place to
                                    which such certificates are to be
                                    surrendered, such deposit shall constitute
                                    full payment of the redemption price of the
                                    shares to be redeemed, and, from and after
                                    the date fixed for redemption, such shares
                                    shall no longer be outstanding, and the
                                    holders thereof shall cease to be
                                    shareholders with respect to such shares and
                                    shall have no rights with respect thereto
                                    except the right to receive from the bank or
                                    trust company payment of the redemption
                                    price of such shares, without interest, upon
                                    surrender of their certificates therefor. If
                                    the holders of Series A Stock so called for
                                    redemption shall not have claimed any funds
                                    so deposited prior to the end

                                       5


<PAGE>

                                    of six years from the date fixed for
                                    redemption of such shares, such bank or
                                    trust company shall subject to the mandatory
                                    requirements of any applicable law regarding
                                    abandoned or unclaimed property, thereupon
                                    pay over to the Corporation such unclaimed
                                    funds, and such bank or trust company shall
                                    thereafter be relieved of all responsibility
                                    in respect thereof to such holders, and such
                                    holders shall look only to the Corporation
                                    for payment of the redemption price.

         h. Reports. So long as any of the Series A Stock is outstanding, the
         Corporation will furnish the holders thereof with the quarterly and
         annual financial reports that the Corporation is required to file with
         the Securities and Exchange Commission pursuant to Sections 13 or 15(d)
         of the Securities Exchange Act of 1934 or, if the Corporation is not
         required to file such reports, reports containing the same financial
         information as would be required in such reports.

         i. General Provisions.

                  (i)      The term "outstanding", when used with reference to
                           shares of stock, shall mean issued shares, excluding
                           shares held by the Corporation or a subsidiary of the
                           Corporation.

                  (ii)     The Series A Stock redeemed pursuant to Subparagraph
                           3(g), and any Series A Stock which may be surrendered
                           to or acquired by the Corporation upon conversion,
                           exchange, purchase or otherwise, shall revert to the
                           status of authorized and unissued shares of the class
                           of preferred stock authorized under the preamble
                           paragraph of this Article Fourth and undesignated as
                           to series and may be redesignated and reissued as
                           part of any series of preferred stock as the Board of
                           Directors may determine.

                  (iii)    The headings of the sections of these resolutions are
                           for convenience of reference only and shall not
                           define, limit or affect any of the provisions hereof.

                  PART B: EXPRESS TERMS OF THE COMMON SHARES

                  1. SUBJECT TO PREFERRED SHARES. The Common Shares shall be
subject to the express terms of the Preferred Shares.

                  2. RIGHT TO DIVIDENDS. Subject to any rights to receive
dividends to which the holders of shares of outstanding Preferred Shares, if
any, may be entitled, the holders of shares of Common Shares shall be entitled
to receive dividends, if and when declared, payable from time to time by the
Board of Directors from any funds legally available there for.

                 3. VOTING. Each outstanding share of Common Shares of the
Corporation shall entitle the holder thereof to one (1) vote and, except as
otherwise stated or expressed in a resolution or resolutions adopted by the
Board of Directors providing for the issuance of any Preferred Shares or as
otherwise provided by law, the exclusive voting power for all purposes shall be
vested in the holders of the Common Shares.

                                       6

<PAGE>

                 FIFTH: A. The number of Directors of the Corporation, none of
whom need be shareholders, shall be not less than three (3) nor more than ten
(10). Initially, the number of Directors of the Corporation shall be fixed at
three (3). By the majority vote of the Directors then in office, the number of
persons which shall constitute the Board of Directors for each ensuing year
shall be fixed, and may from time-to-time be increased or decreased.

                  B. The Board of Directors shall be and is divided into three
(3) classes. Each Director shall serve for a term ending on the date of the
third annual meeting following the annual meeting at which such Director was
elected; provided, however, that each initial Director in Class I shall hold
office until the annual meeting of shareholders in 1996, and each initial
Director in Class II shall hold office until the annual meeting of shareholders
in 1997. Elections of Directors need not be by ballot unless the Regulations so
provide. No reduction in the number of Directors of any class shall have the
effect of removing any Director of any class prior to the expiration of his term
of office.

                  C. In the event of any increase or decrease in the authorized
number of Directors: (i) each Director then serving as such shall nevertheless
continue as a Director of the class of which he or she is a member until the
expiration of his or her current term or his or her prior death, retirement,
resignation, or removal; and (ii) the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board of
Directors among the three (3) classes of Directors as to maintain such classes
as nearly equal as possible.

                  D. Notwithstanding any of the foregoing provisions of this
Article FIFTH, each Director shall serve until his or her successor is elected
and qualified or until his or her death, retirement, resignation or removal.
Should a vacancy occur or be created, whether arising through death, resignation
or removal of a Director or through an increase in the number of Directors of
any class, such vacancy shall be filled by action of a majority of the Directors
in office. A Director so elected to fill a vacancy shall serve for the remainder
of the then present term of office of the class to which he or she was elected.

                  E. Shareholders may remove directors of the Corporation only
for cause. "Cause" for the removal of a Director by the shareholders shall exist
only upon the occurrence of one (1) of the following events: (1) the conviction
of the Director of a felony; or (2) a finding by a court of law that the
Director has been or is guilty of negligence or misconduct in the performance of
his duties as a Director of the Corporation. A majority of the Directors may
remove a Director with or without cause.

                  F. Nominations for the election of Directors shall be made in
accordance with the Regulations.

                  G. Wherever the term "Board of Directors" is used in these
Articles of Incorporation, such term shall mean the Board of Directors of the
Corporation; provided, however, that, to the extent any committee of directors
of the Corporation is lawfully entitled to exercise the powers of the Board of
Directors, such committee, to the extent provided by resolution of the Board of
Directors or the Regulations, may exercise any power or authority of the Board
of Directors under the Articles of Incorporation in the management of the
business and affairs of the Corporation (including, without limitation, the
declaration of a dividend or the

                                       7

<PAGE>

authorization of the issuance of any shares of Common Shares or Preferred
Shares) other than the authority of filling vacancies in the Board of Directors
or in any committee thereof.

                  SIXTH: No holder of shares of any class shall be entitled as
such to subscribe for or purchase shares of any class now or hereafter
authorized, or securities convertible into or exchangeable for such shares, or
securities to which there are attached or appertained any warrants or rights
entitling the holder thereof to subscribe for or purchase such shares.

                  SEVENTH: The Corporation may purchase from time to time shares
of any class issued by it, upon agreement with the holder thereof. Such
purchases may be made either in the open market or at private or public sale, in
such manner and amount, from the holder or holders of outstanding shares of the
Corporation, and at such prices and upon such terms as the Board of Directors
shall, from time to time, determine. Unless a different procedure is established
in a written agreement among the Corporation and all of the shareholders of the
Corporation, the Board of Directors is hereby empowered to authorize such
purchases from time to time without any vote of the holders of any class of
shares authorized and outstanding at the time of any such purchases.

                  EIGHTH: A Director of the Corporation shall not be
disqualified by his office from dealing or contracting with the Corporation
either as a seller, purchaser or otherwise, nor shall any contract, or
transaction be void or voidable with respect to the Corporation for the reason
that it is between the Corporation and one or more of its Directors or officers,
or between the Corporation and any other person in which one or more of its
Directors or any officers are directors, trustees, or officers, or have a
financial or personal interest, or for the reason that one or more interested
Directors or officers participate in or vote at the meeting of the Directors or
a committee thereof which authorizes such contract or transaction, if in any
such case (a) the material facts as to his or their relationship or interests
and as to the contract or transaction are disclosed or are known to the
Directors or the committee and the Directors or committee, in good faith
reasonably justified by such facts, authorize the contract or transaction by the
affirmative vote of a majority of the disinterested Directors, even though the
disinterested Directors constitute less than a quorum; or (b) the material facts
as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon and the contract or transaction is specifically approved at a meeting of
the shareholders held for such purpose by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
Corporation held by persons not interested in the contract or transaction; or
(c) the contract or transaction is fair as to the Corporation as of the time it
is authorized or approved by the Directors, a committee thereof, or the
shareholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Directors, or a committee thereof which
authorizes the contract or transaction.

                  NINTH: The Court of Common Pleas of the county in which this
Corporation maintains its principal office is hereby authorized to order the
appointment of a provisional Director for this Corporation, in accordance with
the provisions of ss.ss.170l.56 and 1701.911 of the Ohio Revised Code.

                  TENTH: No holder of shares of the Corporation shall have the
right to cumulate the vote of such shares in the election of Directors.

                  ELEVENTH: Whenever, under the laws of the State of Ohio, now
or hereafter in

                                       8

<PAGE>

effect, action is authorized or required to be taken by the vote or consent of
the holders of shares entitling them to exercise two-thirds of the voting power
of the Corporation or of any class or classes of shares thereof, such action
shall be effected by the vote, consent or authorization of the holders of shares
entitling them to exercise a majority of such voting power, unless a greater
proportion of votes is made mandatory for such particular action by the laws of
the State of Ohio.

                  TWELFTH: Section 1701.831 of the Ohio Revised Code shall not
apply to control share acquisitions of shares of the Corporation.

                  THIRTEENTH: The Corporation shall be prohibited from issuing
nonvoting equity securities to the extent, and only to the extent, required by
section 1123(a)(6) of the United States Bankruptcy Reform Act of 1978, as
codified in Title 11 of the United States Code, 11. U.S.C.ss.ss.101-1330, as in
effect on the date hereof.






                                       9