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                                                                      EXHIBIT 14

                                      ADLT
                              POLICY AND PROCEDURES

POLICY#:  A-1                                 PAGE  1  OF  7
REVISED:                                      PREPARED BY: INTERNAL AUDIT
EFFECTIVE DATE: SEP `02                       APPROVED BY: WAYNE HELLMAN

TITLE:            CODE OF CONDUCT

POLICY:           Advanced Lighting Technologies, Inc. (the "Company" or "ADLT")
                  is committed to achieving high standards of business and
                  personal ethics for itself and its personnel.

PURPOSE:          To summarize for all ADLT employees key conduct requirements.
                  Please refer to detailed policies noted in the Code of Conduct
                  for more detail descriptions of ADLT conduct policies. Each HR
                  Manager has copies of these detailed policies.

SCOPE:            These procedures apply to all ADLT employees. It is the
                  personal responsibility of all employees to acquaint
                  themselves with the legal and policy standards and
                  restrictions applicable to their assigned duties and
                  responsibilities, and to conduct themselves accordingly. Over
                  and above the strictly legal aspects involved, all Company
                  personnel are expected to observe the high standards of
                  business and personal ethics in the discharge of their
                  assigned responsibilities.

CONTENTS:

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<S>                                                                            <C>
    1)  EMPLOYEE CONDUCT IN GENERAL............................................2
    2)  GENERAL INTERNAL CONTROLS AND GUIDELINES...............................2
    3)  CONFLICTS OF INTEREST..................................................2
    4)  IMPROPER PAYMENTS AND FICTITIOUS RECORDKEEPING.........................2
    5)  GIFTS TO OR BY EMPLOYEES ..............................................3
    6)  POLITICAL ACTIVITY.....................................................3
    7)  INSIDER TRADING........................................................3
    8)  POLICY AGAINST HARASSMENT..............................................4
    9)  EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION...................4
    10) COMPUTER USE...........................................................4
    11) COMPLIANCE WITH ANTITRUST LAWS.........................................5
    12) ENVIRONMENTAL, HEALTH AND SAFETY.......................................5
    13) RECORD RETENTION.......................................................5
    14) LOBBYING...............................................................5
    15) TRAVEL AND EXPENSE REIMBURSEMENT.......................................5
    16) GENERAL Service and Customer Concerns..................................6
                Integrity of Records and Compliance with Accounting Procedures
                Guidance and Reporting Ethical Issues
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1.    GENERAL EMPLOYEE CONDUCT

      a)    Each member of the Company must avoid any action, relationship or
            situation which could jeopardize or impair the confidence or respect
            in which the Company is held by its customers and the general
            public, or which appears to be contrary to the interests of ADLT,
            its suppliers and customers.

      b)    Employees shall comply fully with all applicable statutes and
            regulations. Willful and knowing disregard of the law may result in
            severe penalties to the Company. In its many business activities,
            ADLT and its affiliated companies engage in vigorous, fair and
            ethical competition. Discussions and agreements with competitors
            concerning pricing or other competitive policies and practices are
            strictly prohibited.

2.    GENERAL INTERNAL CONTROLS AND GUIDELINES

            ADLT is committed to achieving an effective internal control
            environment to ensure the safeguarding of assets and integrity and
            reliability of financial information. Procedures must be in place to
            ensure that all transactions are recorded on a timely basis. Duties
            must be segregated.

3.    CONFLICT OF INTEREST

            ADLT annually circulates a policy statement of Conflicts of
            Interest. The basic policy states that every employee must avoid any
            interest that conflicts with the interests of ADLT. The document
            provides explanations of situations and types of transactions which
            can give rise to conflicts of interest. Each employee should
            carefully review and follow it.

4.    IMPROPER PAYMENTS AND FICTITIOUS RECORDKEEPING

            ADLT prohibits the use of funds or assets of ADLT or any of its
            subsidiaries for any unlawful or improper purpose. It is the
            personal responsibility of all employees to acquaint themselves with
            the legal and policy standards and restrictions applicable to their
            assigned duties and responsibilities, and to conduct themselves
            accordingly. Over and above the strictly legal aspects involved, all
            Company personnel are expected to observe the high standards of
            business and personal ethics in the discharge of their assigned
            responsibilities.
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5.    GIFTS TO OR BY EMPLOYEES

      a)    Employees may not give or receive anything of more than token value
            to or from any individual or Company with whom ADLT or its
            affiliates does business, or who is seeking to do business with ADLT
            or its affiliates. "Token" is defined as having a value of $100 per
            occurrence.

      b)    Certain business courtesies, such as payment for a lunch or dinner
            in connection with a business meeting, normally would not be a gift
            within the context of this policy. However, such activity shall be
            limited in frequency. Employees shall endeavor to avoid any
            situation where a gift or activity might appear to influence
            business judgment or relationships. Any question as to whether a
            gift might appear to be improper or questionable shall be addressed
            in writing, with a statement of all relevant facts, to the General
            Counsel of the Company.

6.    POLITICAL ACTIVITY

      a)    No funds or assets of the Company shall be used for federal
            political campaign contributions. These prohibitions cover not only
            direct contributions but also indirect assistance or support of
            candidates or political parties through purchase of tickets to
            special dinners or other fund raising events or the furnishing of
            any other goods, services or equipment to political parties or
            committees.

      b)    Use of funds or assets of the Company for state or local campaign
            contributions must be approved by the Company's CFO, CEO and General
            Counsel.

      c)    No funds or assets of the Company shall be used directly or
            indirectly for political contributions outside the United States,
            even where permitted by applicable law, without the prior written
            approval of the CEO and General Counsel.

      d)    The above prohibitions apply only to the direct or indirect use of
            corporate funds or assets for political purposes and are, of course,
            not intended to discourage employees from making personal
            contributions to the candidates, parties or committees of their
            choice. Under no circumstances shall employees be reimbursed in any
            way for personal contributions.

7.    CONFIDENTIAL INFORMATION AND INSIDER TRADING

      a)    Employees frequently have access to confidential information
            concerning the Company's business and the businesses of present and
            prospective customers and other employees. Safeguarding confidential
            information is essential to the conduct of our business. Caution and
            discretion must be exercised in the use of such information, which
            should be shared only with those who have a clear and legitimate
            need and right to know.

      b)    No employee shall disclose confidential information of any type, to
            anyone, except persons within the employee's unit who need to know.
            Confidential information may not

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            be released to third parties unless required by law or, in very
            specific instances, in connection with ADLT Business Conduct
            Policies and Authorization Guidelines.

      c)    Any requests for information arising through a legal process (e.g.,
            subpoena or court order) must first be referred to the General
            Counsel before the release of information.

      d)    Selling or acquiring stock, securities or other investments, while
            in the possession of nonpublic information is prohibited. Securities
            include stocks, bonds, notes, debentures, or any other interests,
            instruments, documents or rights which represent securities. Trading
            in Company common stock by members of the management team is limited
            to announced "trading windows" to avoid problems for the employees
            and the Company. Members of the management team having material
            nonpublic information about the Company should not even trade during
            the "trading window". Questions concerning the definition of
            material nonpublic information or a security shall be referred to
            the General Counsel before any transactions are undertaken.

8.    POLICY AGAINST HARASSMENT

            It is ADLT's policy to maintain a work environment free from all
            forms of harassment and to insist that all employees be treated with
            dignity, respect and courtesy. We will not tolerate any harassment
            of or by its employees. Employees who engage in harassment will be
            disciplined and, if appropriate, terminated. To report a
            confidential complaint, the contact number is 440-836-7081.

9.    EMPLOYEE CONFIDENTIALITY AND PROPRIETARY INFORMATION

            It is ADLT's policy to outline employee confidentiality standards
            that will protect internal information on which the Company has
            spent and continues to spend a lot of time and effort generating and
            developing. Our competitors could benefit very substantially at our
            expense if they had this information. The key to keeping our
            competitive advantage rests with all of us.

10.   COMPUTER USE

            It is every employee's duty to use ADLT's computer resources
            responsibly, professionally, ethically and lawfully. The Computer
            Resources are the property of ADLT and should be used for legitimate
            business purposes. Users are permitted access to the Computer
            Resources to assist them in performance of their jobs. Use of the
            computer system is a privilege and may be revoked at any time. The
            rules and obligations described in this Policy apply to all users
            (the "Users") of ADLT's computer network, wherever they may be
            located. Violations will be taken very seriously and may result in
            disciplinary action, including possible termination, and civil and
            criminal liability. Since the computer resources are ADLT property,
            users of ADLT computer resources should not have an expectation of
            privacy regarding anything they create, store or access and waive
            all privacy rights as a condition of using ADLT computer resources.

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11.   COMPLIANCE WITH ANTITRUST LAWS

            ADLT is committed to complying with Antitrust Laws. Violating the
            antitrust laws is a very serious matter and can result in severe
            penalties against the individual and company committing the
            violation (in the form of imprisonment, fines, injunctions and
            treble-damage actions, as applicable) in addition to the substantial
            burden and expense to a company and its officers and employees in
            their defense against court actions alleging violations of the
            antitrust laws.

12.   ENVIRONMENTAL, HEALTH AND SAFETY

            It is the policy of ADLT to protect human health and the environment
            by complying with all applicable environmental laws and regulations.

13.   RECORD RETENTION

            Operating units are responsible to ensure that records are retained
            in accordance with this policy (Accounting Records 7 Years,
            Corporate and Legal Documents should be kept permanently). Records
            should be filed in a manner that permits an orderly and timely
            retrieval. Questions about the retention schedule should be referred
            to ADLT's General Counsel.

            Note: The Financial Controller at each Unit has a copy of the
            specific retention policy.

14.   LOBBYING

            It is the policy of ADLT that ADLT shall not incur any expenses
            relating to lobbying activities without the written consent of the
            CEO in advance of any such lobbying activities. Lobbying activities
            are approved and controlled by ADLT management.

15.   TRAVEL AND EXPENSE REIMBURSEMENT

            It is ADLT's policy to be fair and equitable to the Company and all
            employees, to follow pertinent IRS substantiation rules, and to be
            responsible and prudent in spending the Company's money.

            All travel must be approved in advance by the traveler's direct
            department manager or executive. It is the responsibility of the
            traveler to file expense reports promptly upon completion of travel.
            This is normally within 60 days of return from travel.

16.   GENERAL:

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SERVICE AND CONSUMER CONCERNS

            The foundation of the Company is to provide high quality products
            and services to our existing and prospective customers. We endeavor
            to give prompt, courteous and accurate response to inquiries
            received from customers. When appropriate adjustments are warranted,
            employees will make them promptly and courteously. Equally
            important, we seek to add or improve policies, procedures and
            products that contribute to customer satisfaction.

INTEGRITY OF RECORDS AND COMPLIANCE WITH ACCOUNTING PROCEDURES

      a)    Accuracy and reliability in the preparation of all business records
            is mandated by law. It is of critical importance to the corporate
            decision-making process and to the proper discharge of ADLT's
            financial, legal and reporting obligations. All business records,
            expense accounts, vouchers, bills, payroll and service records and
            other reports are to be prepared with care and honesty.

      b)    False or misleading entries are not permitted in the books and
            records of ADLT or any affiliated company. All corporate funds and
            assets are to be recorded in accordance with applicable corporate
            procedures. Compliance with accounting procedures and internal
            control procedures is required at all times. It is the
            responsibility of all employees to ensure that both the letter and
            the spirit of corporate accounting and internal control procedures
            are strictly adhered to at all times. They should advise the
            responsible person in their unit of any shortcomings they observe in
            such procedures.

GUIDANCE AND REPORTING OF ETHICAL ISSUES

      a)    Employees are encouraged to seek guidance regarding application or
            interpretation of this Code of Conduct and are expected to cooperate
            fully in any investigation of a potential violation. The statements
            set forth in this Code of Conduct are intended as guidelines for
            employees.

      b)    Each ADLT employee has the authority and the responsibility to
            report actual or suspected violations of laws, regulations, or ADLT
            policies and procedures to the Human Resource Department. The Human
            Resource Department will serve as ombudsman allowing ADLT employees
            to confidentially report actual or suspected ethical issues.

      c)    Employees should discuss ethical concerns with their manager in most
            situations. However, if an employee feels they cannot discuss an
            issue with their manager, or have done so without a satisfactory
            outcome, an Ethics Hotline is available 24 hours a day. The Ethics
            Hotline number is 1-888-243-7177 (NOTE: ALL CALLS INVOLVING SEXUAL
            HARASSMENT SHOULD BE DIRECTED TO THE ADLT'S HUMAN RESOURCES
            DEPARTMENT 440-836-7081).

      d)    The ADLT Corporate Human Resources Department will follow-up on all
            reported issues and assess the need for further investigation.

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      e)    If an anonymous report is made on the Ethics hotline, adequate
            information must be provided to allow for investigation of the
            matter reported. Employees leaving their name will be informed of
            the outcome of the investigation.

Note: The Code of Conduct is not an employment contract, and the Company may at
any time modify the provisions of this Code of Conduct as it deems appropriate.

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