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EXHIBIT 10.2.11
 FOURTH AMENDMENT
TO
AMENDED AND RESTATED  LOAN AND SECURITY AGREEMENT
 September 26, 2005
 th
  Agent Lenders Parent Borrower Borrowers Loan Agreement
 Amendment
  Amendments to Loan Agreement
 A. Definitions
 Base Rate Margin




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Base
Rate Margin
 If TTM EBITDA is:
    
    Advance
    
    Term Loanless than $25,000,000
    
    
    1.00
    %
    
    
    1.50
    %greater than
or equal to $25,000,000but less than or equal to $28,000,000
    
    
    0.75
    %
    
    
    1.25
    %greater than $28,000,000 but less thanor equal to $30,000,000
    
    
    0.50
    %
    
    
    1.00
    %greater than $30,000,000 but less thanor equal to $32,000,000
    
    
    0.25
    %
    
    
    0.75
    %greater than $32,000,000
    
    
    0.00
    %
    
    
    0.50
    %
 Borrowing Base.
  (w)
    
    the sum of (i) $7,500,000,
plus (ii) the lesser of (x) $2,500,000, and (y) an amount equal
to fifty percent (50%) of the Value of the Eligible In-Transit
Inventory of Borrowers;(x)
    
    the sum of (i) fifty percent
(50%) of the Value of Eligible Inventory of Borrowers, plus (ii)
the lesser of (x) $2,500,000, and (y) an amount equal to fifty
percent (50%) of the Value of the Eligible In-Transit Inventory
of Borrowers;(y)
    
    the sum of (i) eighty percent
(80%) of the then extant Net Liquidation Percentage of the Value
of the Eligible Inventory of Borrowers, plus (ii) the lesser of
(x) $2,500,000, and (y) an amount equal to eighty percent (80%)
of the then extant Net Liquidation Percentage of the Value of
the Eligible In-Transit Inventory of Borrowers; and
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(z)
    
    one hundred percent (100%) of the
amount of availability created by clause (a) above,
 plus
 Canadian Guarantor Base
  (w)
    
    the sum of (i) $1,500,000,
plus (ii) the lesser of (x) $1,000,000, and (y) an amount equal
to fifty percent (50%) of the Value of the Eligible In-Transit
Inventory of the Canadian Guarantor;(x)
    
    the sum of (i) fifty percent
(50%) of the Value of Eligible Inventory of the Canadian
Guarantor, plus (ii) the lesser of (x) $1,000,000, and (y) an
amount equal to fifty percent (50%) of the Value of the Eligible
In-Transit Inventory of the Canadian Guarantor;(y)
    
    the sum of (i) eighty percent
(80%) of the then extant Net Liquidation Percentage of the Value
of the Eligible Inventory of the Canadian Guarantor, plus (ii)
the lesser of (x) $1,000,000, and (y) an amount equal to eighty
percent (80%) of the then extant Net Liquidation Percentage of
the Value of the Eligible In-Transit Inventory of the Canadian
Guarantor; and(z)
    
    one hundred percent (100%) of the
amount of availability created by clause (a) above,
 minus
 Eligible In-Transit Inventory.
 Eligible In-Transit Inventory
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provided
 LIBOR Rate Margin
 LIBOR Rate Margin
 If TTM EBITDA is:
    
    Advance
    
    Term Loanless than $25,000,000
    
    
    3.0
    %
    
    
    3.50
    %greater than or equal to $25,000,000but less than or equal $28,000,000
    
    
    2.75
    %
    
    
    3.25
    %greater than $28,000,000 but less thanor equal to $30,000,000
    
    
    2.5
    %
    
    
    3.0
    %greater than $30,000,000 but less thanor equal to $32,000,000
    
    
    2.25
    %
    
    
    2.75
    %greater than $32,000,000
    
    
    2.0
    %
    
    
    2.5
    %
 TTM EBITDA
 TTM EBITDA provided however
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UK Guarantor Base
  (i)
    
    (i) $1,500,000 plus (ii)
the lesser of (x) $1,000,000, and (y) an amount equal to fifty
percent (50%) of the Value of the Eligible In-Transit
Inventory of the UK Guarantors;(ii)
    
    the sum of (i) fifty percent
(50%) of the Value of Eligible Inventory of the UK Guarantors,
plus (ii) the lesser of (x) $1,000,000, and (y) an amount equal
to fifty percent (50%) of the Value of the Eligible In-Transit
Inventory of the UK Guarantors;(iii)
    
    the sum of (i) eighty percent
(80%) of the then extant Net Liquidation Percentage of the Value
of the Eligible Inventory of the UK Guarantors, plus (ii) the
lesser of (x) $1,000,000, and (y) an amount equal to eighty
percent (80%) of the then extant Net Liquidation Percentage of
the Value of the Eligible In-Transit Inventory of the UK
Guarantors, and(iv)
    
    one hundred percent (100%) of the
amount of availability created by clause (a) above,
 minus
 B Collateral Reporting
  6.2 Collateral Reporting.
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Weekly
    
    (a) a consolidating roll forward of
Accounts aging from the prior week
with supporting documentation as
requested by Agent,(b) notice of all returns, disputes
or claims in excess of $50,000
individually or $100,000 in the
aggregate,(c) without limiting anything
contained in the definition of the
term Eligible In-Transit Inventory
set forth in Section 1.1 hereof,
notice of any shipment of Inventory
to a Borrower from Venture Power
Systems India Private Limited or
Venture Lighting India Limited on
terms other than FOB shipping point,Biweekly (twice
per month)
    
    (d) detailed aging, by total, of the
Accounts, it being acknowledged that
such report shall be delivered
electronically,(e) a detailed aging, by vendor, of
each Loan Partys accounts payable
(including any intercompany accounts
payable), it being acknowledged that
such report shall be delivered
electronically,Monthly (not later than the 15th
Business Day of each month except as
noted)
    
    (f) Inventory reports specifying
each Loan Partys cost of its
Inventory, by category, it being
acknowledged that such reports shall
be delivered electronically,(g) a Borrowing Base certificate
signed by Parents chief financial
officer confirming the calculation
of the then applicable Borrowing
Base as computed electronically by
Agent,(h) a consolidating roll forward of
Accounts aging from the prior month
with supporting documentation,
including a separate sales journal
for each reporting entity, and a
collection journal and credit
register since the last such
schedule,(i) a detailed calculation of the
Borrowing Base (including detail
regarding those Accounts that are
not Eligible Accounts and Inventory
that is not Eligible Inventory),(j) a monthly detailed aging, by
total, of the Accounts, it being
acknowledged that such report shall
be delivered electronically,(k) a monthly reconciliation of
actual Accounts to the Accounts
reported on Parents consolidated
financial statements, it being
acknowledged that such
reconciliation shall be delivered
with the statements required under
Section 6.3(a),(l) Month-end final Inventory
reports and a reconciliation of
actual month-end final Inventory
reports to the Inventory reported on
Parents consolidated financial
statements, it being acknowledged
that such reconciliation shall be
delivered with the statements
required under Section 6.3(a),
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(m) Month-end final Eligible
In-Transit Inventory reports and a
reconciliation of actual month-end
final In-Transit Inventory reports
to the Eligible In-Transit Inventory
reported on Parents consolidated
financial statements, it being
acknowledged that such
reconciliation shall be delivered
with the statements required under
Section 6.3(a),(n) Month-end payable reports and a
reconciliation of actual payables to
the payables reported on Parents
consolidated financial statements,
it being acknowledged that such
reconciliation shall be delivered
with the statements required under
Section 6.3(a),(o) a report of cash balances of UK
Guarantors, Canadian Guarantor and
the Foreign Subsidiaries,(p) a report of the outstanding
principal balance of the UK
Intercompany Loan and the Canadian
Intercompany Loan as of the last day
of the immediately preceding month,
together with a certificate signed
by Parents chief financial officer
confirming that during such month,
the principal balances of the
Canadian Intercompany Loan and the
UK Intercompany Loan, respectively,
did not on any day during such month
exceed the Canadian Guarantor Base
or the UK Guarantor Base,
respectively,Annually
    
    (q) a detailed listing of each Loan
Partys customers, including the
address, telephone numbers and
contact personnel,Upon request by any Lender
    
    (r) copies of tax receipts
evidencing the payment of Taxes by
Canadian Guarantor and UK Guarantors
and satisfactory tax reporting,
including payroll, real estate and
excise taxes,(s) cash flow statements (prepared
by month) analyzing actual cash flow
vs. projected cash flow in the
Projections, together with a
narrative explanation of material
variances,(t) a report regarding each Loan
Partys accrued, but unpaid, ad
valoremtaxes,(u) copies of invoices in connection
with the Accounts, credit memos,
remittance advices, deposit slips,
shipping and delivery documents in
connection with the Accounts and,
for Inventory and Equipment acquired
by Borrowers, Canadian Guarantor and
DSI purchase orders and invoices,(v) such agreements with, and
notices to, customs brokers and
freight forwarders, copies of
documents of title, and other
documents, instruments and
agreements as Agent may, in its sole
discretion, from time to time deem
necessary or advisable to create,
perfect, preserve or evidence the
security interest of Agent in
Eligible In-Transit Inventory, and
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(w) such other reports as to the
Collateral, or the financial
condition of Borrowers or Guarantors
as any Lender may request in its
Permitted Discretion.
 C. Financial Covenants
  Financial Covenants
 Minimum Adjusted EBITDA
 Applicable Amount
    
    Applicable Date$22,000,000
    
    September 30, 2005$22,000,000
    
    December 31, 2005$22,000,000
    
    March 31, 2006$22,000,000
    
    June 30, 2006, and
 provided that
 Capital Expenditures. provided however that
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D. Term Loan Increase
 Supplemental Term Loan
 Representations, Warranties and Covenants
   Effect of this Amendment
 Condition To Continued Effectiveness.
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Further Assurances
 GOVERNING LAW
 Amendment and Modification Fee.
 Binding Effect
 Counterparts
 Entire Agreement.
 Very truly yours,ADVANCED LIGHTING TECHNOLOGIES,INC., an Ohio corporation, as a Borrower and aLoan PartyBy:
    
    /s/ Christopher F. ZerullName:
    
    Christopher F. ZerullTitle:
    
    V.P. and Chief Accounting Officer
 [SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
 APL ENGINEERED MATERIALS, INC.,an Illinois corporation, as a Borrower and a LoanPartyBy:
    
    /s/ Christopher F. ZerullName:
    
    Christopher F.ZerullTitle:
    
    Vice PresidentVENTURE LIGHTING INTERNATIONAL,INC., an Ohio corporation, as a Borrower and aLoan PartyBy:
    
    /s/ Christopher F. ZerullName:
    
    Christopher F. ZerullTitle:
    
    Vice PresidentBALLASTRONIX (DELAWARE), INC.,a Delaware corporation, as a Borrower and a LoanPartyBy:
    
    /s/ Christopher F. ZerullName:
    
    Christopher F. ZerullTitle:
    
    Vice PresidentLIGHTING RESOURCES INTERNATIONAL,INC., an Ohio corporation, as a Borrower and aLoan PartyBy:
    
    /s/ Christopher F. ZerullName:
    
    Christopher F. ZerullTitle:
    
    Vice PresidentVENTURE LIGHTING POWER SYSTEMS,NORTH AMERICA INC., a Nova Scotiacorporation, as a Loan PartyBy:
    
    /s/ Alfred R. LandryName:
    
    Alfred R. LandryTitle:
    
    President
 [SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
 PARRY POWER SYSTEMS LIMITED,a corporation organized under the laws of theUnited Kingdom, as a Loan PartyBy:
    
    /s/ Sabu KrishnanName:
    
    Sabu KrishnanTitle:
    
    DirectorVENTURE LIGHTING EUROPE LTD.,a corporation organized under the laws of theUnited Kingdom, as a Loan PartyBy:
    
    /s/ Sabu KrishnanName:
    
    Sabu KrishnanTitle:
    
    DirectorDEPOSITION SCIENCES, INC.,an Ohio corporation, as a Borrower and a LoanPartyBy:
    
    /s/ Christopher F. ZerullName:
    
    Christopher F. ZerullTitle:
    
    Vice President
 ACKNOWLEDGED AND AGREED:WELLS FARGO FOOTHILL, INC.,a California corporation, as Agent and asa LenderBy:
    
    /s/ John T. LeonardName:
    
    John T. LeonardTitle:
    
    Vice President
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