<PAGE>

                                                                    EXHIBIT 10.1

                      ADVANCED LIGHTING TECHNOLOGIES, INC.

                           2005 EQUITY INCENTIVE PLAN

                    (AS ADOPTED AND EFFECTIVE JULY 27, 2005)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                           <C>
SECTION 1.  PURPOSE.....................................................................................      1

SECTION 2.  DEFINITIONS.................................................................................      1

            2.1     Affiliate...........................................................................      1
            2.2     Award...............................................................................      1
            2.3     Board of Directors or Board.........................................................      1
            2.4     Change in Control...................................................................      1
            2.5     Change of Control Transaction.......................................................      2
            2.6     Code................................................................................      2
            2.7     Committee...........................................................................      2
            2.8     Common-Law Employee.................................................................      2
            2.9     Company.............................................................................      2
            2.10    Company Payment Condition...........................................................      2
            2.11    Employee............................................................................      2
            2.12    Exchange Act........................................................................      2
            2.13    Executive Managers..................................................................      2
            2.14    Fair Market Value...................................................................      2
            2.15    Grant Date..........................................................................      3
            2.16    Initial Public Offering.............................................................      3
            2.17    Major Event.........................................................................      3
            2.18    Offeree.............................................................................      3
            2.19    Outside Director....................................................................      3
            2.20    Participant.........................................................................      4
            2.21    Permitted Reason....................................................................      4
            2.22    Permitted Transfer..................................................................      4
            2.23    Permitted Transferee................................................................      4
            2.24    Plan................................................................................      4
            2.25    Purchase Price......................................................................      4
            2.26    Pro Rata Portion....................................................................      4
            2.27    Restricted Share....................................................................      4
            2.28    Saratoga............................................................................      4
            2.29    Saratoga Group......................................................................      4
            2.30    Securities Act......................................................................      4
            2.31    Service.............................................................................      4
            2.32    Share...............................................................................      4
            2.33    Stock...............................................................................      4
            2.34    Stock Award Agreement...............................................................      4
            2.35    Stock Purchase Agreement............................................................      5
            2.36    Subsidiary..........................................................................      5
            2.37    W-2 Payroll.........................................................................      5

SECTION 3.  ADMINISTRATION..............................................................................      5

            3.1     Committee Membership................................................................      5
            3.2     Committee Procedures................................................................      5
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                          <C>
            3.3     Committee Responsibilities..........................................................      5
            3.4     Committee Liability.................................................................      6
            3.5     Financial Reports...................................................................      6

SECTION 4.  ELIGIBILITY.................................................................................      6

            4.1     General Rule........................................................................      6
            4.2     Ten-Percent Shareholders............................................................      6
            4.3     Attribution Rules...................................................................      6
            4.4     Outstanding Stock...................................................................      7

SECTION 5.  STOCK SUBJECT TO PLAN.......................................................................      7

            5.1     Basic Limitation....................................................................      7
            5.2     Additional Shares...................................................................      7

SECTION 6.  TERMS AND CONDITIONS OF AWARDS OR SALES.....................................................      7

            6.1     Stock Purchase Agreement............................................................      7
            6.2     Duration of Offers..................................................................      8
            6.3     Purchase Price and Payment..........................................................      8
            6.4     Payment for Shares..................................................................      8
                    6.4.1    Surrender of Stock.........................................................      8
            6.5     Exercise of Awards on Termination of Service........................................      8

SECTION 7.  ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES........................................      8

            7.1     Form and Amount of Award............................................................      8
            7.2     Vesting.............................................................................      9
            7.3     Effect of Change in Control.........................................................      9
            7.4     Voting and Dividend Rights..........................................................      9

SECTION 8.  [INTENTIONALLY OMITTED].....................................................................      9

SECTION 9.  ADJUSTMENT OF SHARES........................................................................      9

            9.1     General.............................................................................      9
            9.2     Reorganizations.....................................................................      9
            9.3     Voting Trust........................................................................      9
            9.4     Reservation of Rights...............................................................     10

SECTION 10. WITHHOLDING TAXES...........................................................................     10

            10.1    General.............................................................................     10
            10.2    Share Withholding...................................................................     10
            10.3    Other Forms of Payment..............................................................     10

SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS; REPURCHASE OF SHARES OBLIGATION TO SELL SHARES............     11

            11.1    General.............................................................................     11
            11.2    Permitted Transfers.................................................................     11
            11.3    Third Party Transfer Restrictions...................................................     11

                    11.3.1   Prior to a Major Event.....................................................     11
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                          <C>
                    11.3.2   After a Major Event........................................................     11

            11.4    Termination of Service..............................................................     12

                    11.4.1   Prior to a Major Event.....................................................     12
                    11.4.2   After a Major Event........................................................     14
                    11.5.1   Compelled Sale.............................................................     14
                    11.5.2   Notice and Sale Procedures.................................................     14

SECTION 12. LEGAL REQUIREMENTS..........................................................................     15

SECTION 13. NO EMPLOYMENT RIGHTS........................................................................     16

SECTION 14. DURATION AND AMENDMENTS.....................................................................     16

            14.1    Term of the Plan....................................................................     16
            14.2    Right to Amend or Terminate the Plan................................................     16
            14.3    Effect of Amendment or Termination..................................................     16
</TABLE>

                                      iii
<PAGE>

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                           2005 EQUITY INCENTIVE PLAN

                                   1. PURPOSE

      The purpose of the ADVANCED LIGHTING TECHNOLOGIES, INC. 2005 Equity
Incentive Plan (the "Plan") is to offer selected employees, directors and
consultants of the Company and of the subsidiaries of the Company, an
opportunity to acquire a proprietary interest in the success of the Company, or
to increase such interest, to encourage such selected persons to remain in the
employ of the Company and to attract new employees with outstanding
qualifications. The Plan seeks to achieve this purpose by providing for Awards
in the form of Restricted Shares as well as the direct award or sale of shares
of the Company's Common Stock. Awards will be made pursuant to federal and state
securities law exemptions.

                                 2. DEFINITIONS

2.1   Affiliate shall mean, with respect to any Person, a Person which controls,
      is controlled by or is under common control with, such Person.

2.2   Award shall mean any award of a Restricted Share or other right under the
      Plan.

2.3   Board of Directors or Board shall mean the Board of Directors of the
      Company, as constituted from time to time.

2.4   Change in Control means, (i) (a) such time as a "person" or "group"
      (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)
      becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 under
      the Exchange Act) of more than 50% of the total voting power of the Stock
      on a fully diluted basis, and (b) such ownership represents a greater
      percentage of the total voting power of the Stock on a fully diluted basis
      than may be voted by (I) Saratoga and/or any of its Affiliates, (II) any
      "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
      Act) that includes a member of the Saratoga Group; if members of the
      Saratoga Group "beneficially own" (within the meaning of Rule 13d-3 under
      the Exchange Act) Stock representing the majority of the voting power of
      the Stock owned by such group and (III) Executive Managers; provided
      however that a Change of Control shall not be deemed to have occurred by
      reason of the fact that one or more of the Executive Managers become the
      beneficial owners of more than 50% of the total voting power of the
      Company on a fully diluted basis; or (ii) individuals who on the effective
      date of the Plan constitute the members of the Board (together with any
      new or successor directors whose election by the Board or whose nomination
      by the Board for election by stockholders was approved by a vote of at
      least two-thirds of the members of the Board on the date of their election
      or nomination) cease for any reason to constitute a majority of the
      members of the Board then in office.

<PAGE>

2.5   Change of Control Transaction shall mean a transfer of Shares for value by
      one or more members of the Saratoga Group effecting a Change of Control.

2.6   Code shall mean the Internal Revenue Code of 1986, as amended.

2.7   Committee shall mean a committee of the Board of Directors which is
      authorized to administer the Plan under Section 3.

2.8   Common-Law Employee means an individual paid from W-2 Payroll of the
      Company or an Affiliate. If, during any period, the Company (or Affiliate,
      as applicable) has not treated an individual as a Common-Law Employee and,
      for that reason, has not paid such individual in a manner which results in
      the issuance of a Form W-2 and withheld taxes with respect to him or her,
      then that individual shall not be an eligible Employee for that period,
      even if any person, court of law or government agency determines,
      retroactively, that that individual is or was a Common-Law Employee during
      all or any portion of that period.

2.9   Company shall mean ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio
      corporation.

2.10  Company Payment Condition shall mean any restrictions on the purchase of
      Stock by the Company contained in (i) its principal secured credit
      facility, (ii) the indenture relating to its Senior Notes due 2009, and
      (iii) applicable law.

2.11  Employee shall mean (i) any individual who is a Common-Law Employee of the
      Company or of an Affiliate, (ii) a member of the Board of Directors,
      including (without limitation) an Outside Director, or an Affiliate of a
      member of the Board of Directors, (iii) a member of the Board of Directors
      of an Affiliate of the Company, or (iv) an independent contractor who
      performs services for the Company or an Affiliate of the Company. Service
      as a member of the Board of Directors, a member of the board of directors
      of an Affiliate of the Company or an independent contractor shall be
      considered employment for all purposes of the Plan except the second
      sentence of Section 4.1.

2.12  Exchange Act means the Securities and Exchange Act of 1934, as amended.

2.13  Executive Managers means the five individuals who were the most highly
      compensated officers or employees of the Company and its Subsidiaries,
      taken as a whole, for the most recent fiscal year of the Company.

2.14  Fair Market Value means the market price of Shares, determined by the
      Committee as follows:

            If the Shares were traded over-the-counter on the date in question
            but were not traded on the NASDAQ Stock Market or the NASDAQ
            National Market System, then the Fair Market Value shall be equal to
            the mean

                                       2
<PAGE>

            between the last reported representative bid and asked prices quoted
            for such date by the principal automated inter-dealer quotation
            system on which the Shares are quoted or, if the Shares are not
            quoted on any such system, by the "Pink Sheets" published by the
            National Quotation Bureau, Inc.;

            If the Shares were traded over-the-counter on the date in question
            and were traded on the NASDAQ Stock Market or the NASDAQ National
            Market System, then the Fair Market Value shall be equal to the
            last-transaction price quoted for such date by the NASDAQ Stock
            Market or the NASDAQ National Market;

            If the Shares were traded on a stock exchange on the date in
            question, then the Fair Market Value shall be equal to the closing
            price reported by the applicable composite transactions report for
            such date; and

            If none of the foregoing provisions is applicable, then the Fair
            Market Value shall be determined by the Committee in good faith on
            the basis of existing facts and circumstances.

      In all cases, the determination of Fair Market Value by the Committee
      shall be conclusive and binding on all persons.

2.15  Grant Date means the date the Board of Directors approves an Award.

2.16  Initial Public Offering shall mean an underwritten public offering or
      offerings of Stock by the Company pursuant to one or more effective
      registration statements under the Securities Act which in the aggregate
      result in (i) aggregate net proceeds to the Company of not less than
      $20,000,000.00 and (ii) at least 20% of the issued and outstanding Stock
      of the Company being held by persons other than any "person" or "group"
      (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)
      which is the ultimate "beneficial power" (as defined in Rule 13d-3 under
      the Exchange Act) of more than 5% of the total voting power of the voting
      stock of the Company on a fully diluted basis. If an Initial Public
      Offering is the result of more than one public offering, the Initial
      Public Offering shall be deemed to have occurred upon completion of the
      last public offering constituting the Initial Public Offering.

2.17  Major Event shall mean the earlier to occur of (a) a Change in Control,
      (b) the Initial Public Offering, or (c) a sale of substantially all the
      Company's assets to an unrelated person or entity.

2.18  Offeree shall mean an individual to whom the Committee has offered the
      right to acquire Shares under the Plan.

2.19  Outside Director shall mean a member of the Board who is not a Common-Law
      Employee of the Company.

                                       3
<PAGE>

2.20  Participant shall mean an individual or estate who holds an Award.

2.21  Permitted Reason shall mean a termination of Service (a) by the Company
      for any reason other than "cause," (b) by the Participant by resignation
      with "good reason," (c) death or (d) "disability," each as defined in the
      Participant's employment contract, or, if such Participant does not have
      such a contract, as defined in the related Stock Award Agreement or Stock
      Purchase Agreement.

2.22  Permitted Transfer shall mean a transfer effected pursuant to Section
      11.2.

2.23  Permitted Transferee shall mean a person to which a Permitted Transfer is
      made or to whom a transfer is made in accordance with Section 11.3.1(a).

2.24  Plan shall mean this ADVANCED LIGHTING TECHNOLOGIES, INC. 2005 Equity
      Incentive Plan.

2.25  Purchase Price shall mean the consideration for which one Share may be
      acquired under the Plan as set forth in the Award.

2.26  Pro Rata Portion shall mean, with respect to any Participant, the
      percentage of such Participant's Shares which equals the number of Shares
      transferred by members of the Saratoga Group in a Change of Control
      transaction, divided by the number of Shares held by members of the
      Saratoga Group prior to such transaction.

2.27  Restricted Share shall mean a Share sold or granted to an eligible
      Employee which is nontransferable and subject to substantial risk of
      forfeiture until restrictions lapse.

2.28  Saratoga shall mean Saratoga Lighting Holdings LLC, its successors and
      assigns.

2.29  Saratoga Group shall mean Saratoga and each and every Affiliate of
      Saratoga.

2.30  Securities Act shall mean the Securities Act of 1933, as amended.

2.31  Service shall mean service as an Employee.

2.32  Share shall mean one share of Stock, as adjusted in accordance with
      Section 9 (if applicable).

2.33  Stock shall mean the common stock of the Company.

2.34  Stock Award Agreement shall mean the agreement between the Company and the
      recipient of a Restricted Share which contains the terms, conditions and
      restrictions pertaining to such Restricted Share.

                                       4
<PAGE>

2.35  Stock Purchase Agreement shall mean the agreement between the Company and
      an Offeree who acquires Shares under the Plan which contains the terms,
      conditions and restrictions pertaining to the acquisition of such Shares.

2.36  Subsidiary means any subsidiary corporation within the meaning of Code
      Section 424(f)) with respect to the Company. A corporation that attains
      the status of a Subsidiary on a date after the adoption of the Plan shall
      be considered a Subsidiary commencing as of such date.

2.37  W-2 Payroll means whatever mechanism or procedure that the Company or an
      Affiliate of the Company utilizes to pay any individual which results in
      the issuance of Form W-2 to the individual. "W-2 Payroll" does not include
      any mechanism or procedure which results in the issuance of any form other
      than a Form W-2 to an individual, including, but not limited to, any Form
      1099 which may be issued to an independent contractor, an agency employee
      or a consultant. Whether a mechanism or procedure qualifies as a "W-2
      Payroll" shall be determined in the absolute discretion of the Company (or
      Affiliate, as applicable), and the Company or Affiliate determination
      shall be conclusive and binding on all persons.

                               3. ADMINISTRATION

3.1   Committee Membership.

      The Plan shall be administered by the Board of Directors. In the event the
      Company's Shares become publicly traded, the Board may appoint a Committee
      which, if appointed, shall be composed solely of two or more Outside
      Directors (although Committee functions may be delegated to officers to
      the extent the awards relate to persons who are not subject to the
      reporting requirements of Section 16 of the Exchange Act). If no Committee
      has been appointed, the entire Board shall constitute the Committee.

3.2   Committee Procedures.

      The Board of Directors shall designate one of the members of the Committee
      as chairperson. The Committee may hold meetings at such times and places
      as it shall determine. The acts of a majority of the Committee members
      present at meetings at which a quorum exists, or acts reduced to or
      approved in writing by all Committee members, shall be valid acts of the
      Committee.

3.3   Committee Responsibilities.

      The Committee has and may exercise such power and authority as may be
      necessary or appropriate for the Committee to carry out its functions as
      described in the Plan. The Committee has authority in its discretion to
      determine eligible Employees to whom, and the time or times at which,
      Awards may be granted and the number of Shares subject to each Award.
      Subject to the express provisions of the respective Award agreements

                                       5
<PAGE>

      (which need not be identical) and to make all other determinations
      necessary or advisable for Plan administration, the Committee has
      authority to prescribe, amend, and rescind rules and regulations relating
      to the Plan. All interpretations, determinations, and actions by the
      Committee will be final, conclusive, and binding upon all persons.

3.4   Committee Liability.

      No member of the Board or the Committee will be liable for any action or
      determination made in good faith by the Committee with respect to the Plan
      or any Award made under the Plan.

3.5   Financial Reports.

      To the extent required by applicable law, and not less often than
      annually, the Company shall furnish to Offerees and Shareholders who have
      received Stock under the Plan its financial statements including a balance
      sheet regarding the Company's financial condition and results of
      operations, unless such Offerees or Shareholders have duties with the
      Company that assure them access to equivalent information. Such financial
      statements need not be audited.

                                 4. ELIGIBILITY

4.1   General Rule.

      Only Employees shall be eligible for designation as Participants by the
      Committee. In addition, only Common-Law Employees shall be eligible for
      the grant of ISOs.

4.2   Ten-Percent Shareholders.

      An Employee who owns more than ten percent (10%) of the total combined
      voting power of all classes of outstanding stock of the Company or any
      Affiliate of the Company shall not be eligible for designation as an
      Offeree unless the Purchase Price of Shares is at least one hundred
      percent (100%) of the Fair Market Value of a Share on the Grant Date.

4.3   Attribution Rules.

      For purposes of Section 4.2 above, in determining stock ownership, an
      Employee shall be deemed to own the stock owned, directly or indirectly,
      by or for his brothers, sisters, spouse, ancestors and lineal descendants.
      Stock owned, directly or indirectly, by or for a corporation, partnership,
      estate or trust shall be deemed to be owned proportionately by or for its
      shareholders, partners or beneficiaries.

                                       6
<PAGE>

4.4   Outstanding Stock

      For purposes of Section 4.2 above, "outstanding stock" shall include all
      stock actually issued and outstanding immediately after the grant.
      "Outstanding stock" shall not include shares authorized for issuance under
      outstanding options held by the Employee or by any other person.

                            5. STOCK SUBJECT TO PLAN

5.1   Basic Limitation.

      Shares offered under the Plan shall be authorized but unissued Shares, or
      Shares held in treasury. Subject to Sections 5.2 and 9 of the Plan, the
      aggregate number of Shares which may be issued or transferred pursuant to
      an Award under the Plan shall not exceed 80.737 Shares.

      In any event the number of Shares which are subject to Awards or other
      rights outstanding at any time under the Plan shall not exceed the number
      of Shares which then remain available for issuance under the Plan. The
      Company, during the term of the Plan, shall at all times reserve and keep
      available sufficient Shares to satisfy the requirements of the Plan.

5.2   Additional Shares.

      In the event that any outstanding right for any reason expires or is
      canceled or otherwise terminated, the Shares allocable to the unexercised
      portion of such right shall again be available for the purposes of the
      Plan. If a Restricted Share is forfeited before any dividends have been
      paid with respect to such Restricted Share, then such Restricted Share
      shall again become available for award under the Plan.

                   6. TERMS AND CONDITIONS OF AWARDS OR SALES

6.1   Stock Purchase Agreement.

      Each award or sale of Shares under the Plan shall be evidenced by a Stock
      Purchase Agreement between the Offeree and the Company. Such award or sale
      shall be subject to all applicable terms and conditions of the Plan and
      may be subject to any other terms and conditions which are not
      inconsistent with the Plan and which the Committee deems appropriate for
      inclusion in a Stock Purchase Agreement. The provisions of the various
      Stock Purchase Agreements entered into under the Plan need not be
      identical.

                                       7
<PAGE>

6.2   Duration of Offers.

      Any right to acquire Shares under the Plan shall automatically expire if
      not exercised by the Offeree within 30 days after the grant of such right
      was communicated to the Offeree by the Committee or such other period
      established by the Committee.

6.3   Purchase Price and Payment.

      The Purchase Price shall be determined by the Committee in its sole
      discretion. The Purchase Price shall be payable in a form described in
      Subsection 6.4 below.

6.4   Payment for Shares.

      The entire Purchase Price of Shares issued under the Plan shall be payable
      in lawful money of the United States of America at the time when such
      Shares are purchased, except as provided below. Notwithstanding any other
      provision of the Plan, Shares may, in the discretion of the Committee, be
      awarded under the Plan in consideration of Services rendered to the
      Company or an Affiliate of the Company prior to the Award. Permissible
      forms of payment, in addition to cash, are:

      6.4.1 Surrender of Stock.

            To the extent that a Stock Purchase Agreement so provides, payment
            may be made all or in part with Shares which have already been owned
            by the Offeree or the Offeree's representative for more than six (6)
            months after the later to occur of (a) purchase of the Shares or (b)
            vesting of the Shares in the event of purchase prior to vesting, and
            which are surrendered to the Company in good form for transfer. Such
            Shares shall be valued at the Fair Market Value effective on the
            date when the new Shares are purchased under the Plan.

6.5   Exercise of Awards on Termination of Service.

      Each Stock Award Agreement shall set forth the extent to which the
      recipient shall have the right to exercise the Award following termination
      of the recipient's Service with the Company and its Affiliates. Such
      provisions shall be determined in the sole discretion of the Committee,
      need not be uniform among all the Awards issued pursuant to the Plan, and
      may reflect distinctions based on the reasons for termination of
      employment.

            7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES

7.1   Form and Amount of Award.

      Each Stock Award Agreement shall specify the number of Shares that are
      subject to the Award.

                                       8
<PAGE>

7.2   Vesting.

      Each Stock Award Agreement shall specify the conditions upon which
      Restricted Shares shall become vested, in full or in installments. The
      vesting of Restricted Shares shall be determined by the Committee in its
      sole discretion.

7.3   Effect of Change in Control.

      The Committee may determine at the time of making an Award or thereafter,
      that such Award shall become fully vested, in whole or in part, in the
      event that a Change in Control occurs with respect to the Company.

7.4   Voting and Dividend Rights.

      Holders of Restricted Shares shall have the same voting, dividend and
      other rights as the Company's other stockholders.

                           8. [INTENTIONALLY OMITTED]

                            9. ADJUSTMENT OF SHARES

9.1   General.

      In the event of a subdivision of the outstanding Stock, a declaration of a
      dividend payable in Shares, a combination or consolidation of the
      outstanding Stock into a lesser number of Shares, a recapitalization, a
      reclassification or a similar occurrence, the Committee shall make
      appropriate adjustments, subject to the limitations set forth in Section
      9.3, in one or more of (i) the number of Shares available for future
      Awards under Section 5, (ii) the number of Shares covered by each
      outstanding Award or (iii) the Purchase Price under each outstanding
      Award.

9.2   Reorganizations .

      In the event that the Company is a party to a merger or reorganization,
      outstanding Awards shall be subject to the agreement of merger or
      reorganization, provided however, that the limitations set forth in
      Section 9.3 shall apply.

9.3   Voting Trust.

      Each Award shall provide that prior to the occurrence of a Major Event any
      Shares purchased pursuant to an Award shall be placed in a voting trust or
      similar arrangement ("Voting Trust"). Pursuant to the terms of the Voting
      Trust, the Offeree shall be the beneficiary, but Saratoga shall vote all
      Shares in the Voting Trust until the occurrence of a Major Event, at which
      time the Voting Trust shall terminate.

                                       9
<PAGE>

9.4   Reservation of Rights.

      Except as provided in this Section 9, an Offeree shall have no rights by
      reason of (i) any subdivision or consolidation of shares of stock of any
      class, (ii) the payment of any dividend or (iii) any other increase or
      decrease in the number of shares of stock of any class. Any issue by the
      Company of shares of stock of any class, or securities convertible into
      shares of stock of any class, shall not affect, and no adjustment by
      reason thereof shall be made with respect to, the number, Purchase Price
      of Shares subject to Stock Purchase Agreement. The grant of an Award
      pursuant to the Plan shall not affect in any way the right or power of the
      Company to make adjustments, reclassifications, reorganizations or changes
      of its capital or business structure, to merge or consolidate or to
      dissolve, liquidate, sell or transfer all or any part of its business or
      assets.

                             10. WITHHOLDING TAXES

10.1  General.

      To the extent required by applicable federal, state, local or foreign law,
      a Participant or his or her successor shall make arrangements satisfactory
      to the Committee for the satisfaction of any withholding tax obligations
      that arise in connection with the Plan. The Company shall not be required
      to issue any Shares or make any cash payment under the Plan until such
      obligations are satisfied.

10.2  Share Withholding.

      The Committee may permit a Participant to satisfy all or part of the
      Company's minimum statutory withholding tax obligations related to an
      Award by having the Company withhold all or a portion of any Shares that
      otherwise would be issued to the Participant. At the discretion of the
      Committee, the Participant may surrender all or a portion of any Shares
      that the Participant previously acquired and which have been held for more
      than six (6) months after the later to occur of (a) purchase of the
      Shares, or (b) the vesting of the Shares in the event of purchase prior to
      vesting. Such Shares shall be valued at their Fair Market Value on the
      date when taxes otherwise would be withheld in cash. Any payment of taxes
      by assigning Shares to the Company may be subject to restrictions,
      including any restrictions required by rules of any federal or state
      regulatory body or other authority.

10.3  Other Forms of Payment.

      The Committee may permit such other means of tax withholding as it deems
      appropriate.

                                       10
<PAGE>

           11. ASSIGNMENT OR TRANSFER OF AWARDS; REPURCHASE OF SHARES;
                            OBLIGATION TO SELL SHARES

11.1  General.

      An Award granted under the Plan shall not be anticipated, assigned,
      attached, garnished, optioned, transferred or made subject to any
      creditor's process, whether voluntarily, involuntarily or by operation of
      law, except as approved by the Committee. Offerees may not transfer their
      rights hereunder except by will, beneficiary designation or the laws of
      descent and distribution.

11.2  Permitted Transfers.

      Neither this Section 11 nor any other provision of the Plan shall preclude
      a Participant from transferring or assigning Restricted Shares to (a)
      Participant's immediate family members or linear descendants, (b) a trust
      for the benefit of the Participant and/or such family members or (c) a
      partnership consisting solely of Participant and one or more such family
      members; provided however, that such transferee, at the time of such
      transfer shall agree in writing to abide by the terms of the transfer
      restrictions in the Plan and in any related Stock Award Agreement or Stock
      Purchase Agreement. Restricted Shares held by any such transferee shall be
      subject to all the conditions and restrictions set forth in the Plan and
      in the applicable Stock Award Agreement or Stock Purchase Agreement, as if
      such transferee were a party to such Agreement.

11.3  Third Party Transfer Restrictions.

      11.3.1 Prior to a Major Event. (a) Vested Shares. Prior to the occurrence
             of a Major Event, the Participant may not transfer vested Shares,
             other than by a Permitted Transfer or otherwise with the prior
             written consent of the Company.

             (b) Unvested Shares. The Participant may not transfer unvested
             Shares, other than by a Permitted Transfer.

      11.3.2 After a Major Event. (a) Vested Shares. In the event a Participant
             proposes to sell, pledge or otherwise transfer to a party other
             than a Permitted Transferee, pursuant to a bona fide purchase
             offer, any vested Shares acquired under the Plan or any interest in
             such Shares at any time after the occurrence of a Major Event and
             prior to the Initial Public Offering, the Company shall have the
             "Right of First Refusal" with respect to all (and not less than
             all) of such Shares. The Participant must give a written "Transfer
             Notice" to the Company describing fully the proposed transfer,
             including the number of Shares proposed to be transferred, the
             proposed transfer price and the name and address of the proposed
             transferee and including a copy of the bona fide purchase offer.
             The Transfer Notice shall be signed both by the Participant and by
             the proposed transferee and must constitute a binding commitment of
             both parties to the transfer of the Shares. Such right of First
             Refusal with respect to vested Shares

                                       11
<PAGE>

             shall terminate upon the sale of Common Stock by the Company
             pursuant to an Initial Public Offering.

             The Company and its assignees shall have the right to purchase all,
             and not less than all, of the Shares on the terms described in the
             Transfer Notice (subject, however, to any change in such terms
             permitted in the next paragraph) by delivery of a Notice of
             Exercise of the Right of First Refusal within 30 days after the
             date when the Transfer Notice was received by the Company.

             If the Company fails to exercise its Right of First Refusal within
             30 days after the date when it received the Transfer Notice, the
             Participant may, not later than 60 days following receipt of the
             Transfer Notice by the Company, conclude a transfer of the Shares
             subject to the Transfer Notice on the terms and conditions
             described in the Transfer Notice. Any proposed transfer on terms
             and conditions different from those described in the Transfer
             Notice, as well as any subsequent proposed transfer by the
             Participant, shall again be subject to the Right of First Refusal
             and shall require compliance with the procedure described in the
             paragraph above. If the Company exercises its Right of First
             Refusal, the Participant and the Company (or its assignees) shall
             consummate the sale of the Shares on the terms set forth in the
             Transfer Notice; provided, however, that the purchase price for
             such shares shall be the lesser of the price described in such
             Transfer Notice or Fair Market Value and, provided further,
             however, if at the time of the exercise of such Right of First
             Refusal there shall exist any Company Payment Condition, the
             Company may defer the payment for the purchase until such time as
             the Company Payment Condition no longer exists.

             The Company's Right of First Refusal shall inure to the benefit of
             its successors and assigns and shall be binding upon any transferee
             of the Shares. The Company's rights under this Subsection shall be
             freely assignable, in whole or in part.

             (b) Unvested Shares. Prior to a termination of Service, a
             Participant may not transfer Unvested Shares, other than pursuant
             to a Permitted Transfer.

11.4  Termination of Service.

      11.4.1 Prior to a Major Event. (a) Termination of Service for Other Than
             for a Permitted Reason. Following a Participant's termination of
             Service other than for a Permitted Reason, the Company shall the
             right, but not the obligation, to purchase all or any portion of
             the vested Shares of such Participant at any time within12 months
             following such termination of Service. Such purchase will be at the
             Fair Market Value of such Shares at the time of the exercise of
             such right. If such Company purchase would occur before (a) the
             Participant has held the Shares six months or (b) the date which is
             six months following the vesting of the Shares to be purchased, the
             repurchase shall occur six months and one day

                                       12
<PAGE>

             after the later of the purchase of the Shares by the Particpant or
             vesting, as the case may be, and for the then current Fair Market
             Value. To exercise such right, Company shall give the Participant
             written notice of the sale in the same manner and with the same
             effect as a Compelled Sale, pursuant to Section 11.5; provided,
             however, if at the time of the exercise of such right there shall
             exist any Company Payment Condition, the Company may defer the
             payment for the purchase until such time as the Company Payment
             Condition no longer exists. After any such termination of Service,
             all unvested Shares of such Participant shall be forfeited by such
             Participant and shall be cancelled without payment of any kind.

             (b) Termination of Service for Any Other Reason. (i) Following a
             termination of Service for a Permitted Reason, the Company shall
             have the right to purchase all or any portion of the vested Shares
             of such Participant at any time within 12 months following such
             termination of Service. Such purchase will be at the Fair Market
             Value of such Shares at the time of the exercise of such right. To
             exercise such right, Company shall give the Participant written
             notice of the sale in the same manner and with the same effect as a
             Compelled Sale, pursuant to Section 11.5; provided, however, if at
             the time of the exercise of such right there shall exist any
             Company Payment Condition, the Company may defer the payment for
             the purchase until such time as the Company Payment Condition no
             longer exists. The Company will purchase all unvested Shares of
             such Participant within 60 days of the Participant's such
             termination of Service; provided, however, if at the time of the
             exercise of such right there shall exist any Company Payment
             Condition, the Company may defer the payment for the purchase until
             such time as the Company Payment Condition no longer exists.

             (ii) Following any such termination of Service for a Permitted
             Reason, such Participant shall have the right to compel the
             purchase (a "Vested Put") of that number of vested Shares of
             Participant, at the Fair Market Value at the time of exercise of
             such right, necessary to make the aggregate consideration, for all
             unvested Shares purchased pursuant to Subsection 11.4.1(b)(i) and
             the vested Shares to be purchased pursuant the Vested Put, would be
             equal to the total consideration initially paid by such Participant
             for his vested and unvested Shares; provided however, that if the
             purchase of all vested and unvested Shares at the prices specified
             results in aggregate consideration which is less than such total
             consideration, all vested Shares shall be purchased pursuant to the
             Vested Put at Fair Market Value. Such right shall be exercised
             within twelve (12) months following such termination of Service and
             the purchase by the Company shall take place within 60 days of such
             exercise; provided, however, if at the time of the exercise of such
             right there shall exist any Company Payment Condition, the Company
             may defer the payment for the purchase until such time as the
             Company Payment Condition no longer exists. If such Company
             purchase would occur before (a) the Participant has held the Shares
             six months or (b) the date which is six months following the
             vesting of the Shares to be purchased, the repurchase shall occur
             six months and one day after the later of the purchase

                                       13
<PAGE>

             of the Shares by the Particpant or vesting, as the case may be, and
             for the then current Fair Market Value.

             (c) Company's Rights Assignable. The Company's rights under this
             Section shall be freely assignable, in whole or in part, and,
             following such assignment, such rights will not be limited by any
             Company Payment Condition.

      11.4.2 After a Major Event. The Company shall not have any obligation to
             purchase vested Shares following a Participant's termination of
             Service for any reason after the occurrence of a Major Event.

11.5  Right to Compel Sale.

      11.5.1 Compelled Sale. If members of the Saratoga Group propose a Change
             of Control Transaction, then Saratoga shall have the right (whether
             the Change of Control results from the sale of all, or some lesser
             portion, of the Saratoga Group's Shares) to require the Participant
             (or his Permitted Transferee) to sell all, or a Pro Rata Portion,
             of his Shares to the prospective purchaser of the Saratoga Shares
             (if such right is exercised, a "Compelled Sale"). If the
             prospective purchaser in the Change of Control Transaction proposed
             by the Saratoga Group is to acquire Shares of the Saratoga Group,
             but Saratoga does not elect to cause a Compelled Sale pursuant to
             the foregoing sentence, the Participant (or such Permitted
             Transferee) shall have the right to elect to sell to the
             prospective purchaser, as part of the Change of Control
             Transaction, the Pro Rata Portion of such Participant's (or such
             Permitted Transferee's) Shares (if such right is exercised, a
             "Co-Sale"). The consideration to be received by the Participant (or
             such Permitted Transferee) for each Share in the Compelled Sale or
             Co-Sale shall be the same consideration per Share to be received by
             the Saratoga Group, and the terms and conditions of such sale by
             the Participant (or such Permitted Transferee) shall be the same as
             those upon which the Saratoga Group sell their Shares, except that
             the Participant (or such other party) shall not be bound by the
             terms of any indemnity, hold-back or escrow given to the purchaser
             in connection with such sale to the extent that such indemnity is
             not limited in value with respect to the Participant (or such
             Permitted Transferee) to at most the aggregate consideration to be
             received for his Shares in such sale.

      11.5.2 Notice and Sale Procedures.

             (a) The Company shall provide written notice to the Participant (or
             his Permitted Transferee) of any proposed Change of Control
             Transaction, which notice (a "Control Transaction Notice") shall
             (A) set forth the consideration per Share to be paid by the
             prospective purchaser and (B) state whether Saratoga is electing
             pursuant to Section 11.5.1to cause a Compelled Sale. If Saratoga
             does not elect to cause a Compelled Sale and the Participant (or
             such Permitted Transferee) desires to cause a Co-Sale pursuant to
             Section 11.5.1, the Participant (or such Permitted Transferee) must
             give written notice of his

                                       14
<PAGE>

             election to cause such Co-Sale (a "Co-Sale Notice") to Saratoga (or
             the representative of Saratoga as may be designated in the Control
             Transaction Notice) within ten (10) days following the date of the
             Control Transaction Notice. Within ten (10) days following the date
             of the Control Transaction Notice in which Saratoga has elected to
             cause a Compelled Sale, the Participant (or Permitted Transferee)
             shall deliver to Saratoga (or such designated representative), or
             in the case of a Co-Sale, the Co-Sale Notice shall be accompanied
             by, the certificates representing the Shares held by the
             Participant (or Permitted Transferee) to be sold in such Compelled
             Sale or Co-Sale, together with a suitably executed blank stock
             power and all other documents required to be executed in connection
             with such Change of Control Transaction. In the event that the
             Participant (or Permitted Transferee) should fail to deliver such
             certificates and other documents as aforesaid, the Company shall
             cause the books and records of the Company to show that such Shares
             are bound by the provisions of this Section 11.5 and that such
             Shares shall be transferred only to the purchaser identified in the
             Change of Control Notice upon surrender for transfer by the
             Participant (or any other party) thereof.

             (b) If, within one hundred twenty (120) days after the Saratoga
             Group gives the notice they have not completed the sale of Shares
             described in the notice, the Saratoga Group shall return to the
             Participant (or such Permitted Transferee) all certificates
             representing Shares that the Participant (or such Permitted
             Transferee) delivered for sale pursuant hereto, together with any
             such other documents delivered by the Participant.

             (c) Promptly after the consummation of the sale of the Shares of
             the Saratoga Group and Participant (or Permitted Transferee)
             pursuant to this Section, the Saratoga Group shall remit to the
             Participant (or such Permitted Transferee) the total sales price of
             the Shares of the Participant (or such Permitted Transferee) sold
             pursuant thereto, and shall furnish such other evidence of the
             completion and time of completion of such sale or other disposition
             and the terms thereof as may be reasonably requested by the
             Participant (or such Permitted Transferee).

                             12. LEGAL REQUIREMENTS

Shares shall not be issued under the Plan unless the issuance and delivery of
such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act, the rules and
regulations promulgated thereunder, state securities laws and regulations, and
the regulations of any stock exchange on which the Company's securities may then
be listed. If necessary to comply with Section 16 of the Exchange Act and its
rules only ("Section 16"), any equity security issued pursuant to the Plan may
not be sold for at least six (6) months after acquisition and any derivative
security issued pursuant to the Plan will not be exercisable for six (6) months
from its Grant Date. Terms used in the preceding sentence shall, for purposes of
such sentence only, have the meanings, if any, assigned or attributed to them
under Section 16.

                                       15
<PAGE>

                            13. NO EMPLOYMENT RIGHTS

No provision of the Plan, nor any right granted under the Plan, shall be
construed to give any person any right to become, to be treated as, or to remain
an Employee. The Company and its Affiliates reserve the right to terminate any
person's Service at any time, with or without cause.

                          14. DURATION AND AMENDMENTS

14.1  Term of the Plan.

      The Plan, as set forth herein, shall become effective on the date of its
      adoption by the Board of Directors, subject to the approval of the
      Company's shareholders. In the event that the shareholders fail to approve
      the Plan within twelve (12) months after its adoption by the Board of
      Directors, any grants already made shall be null and void, and no
      additional grants shall be made after such date. The Plan shall terminate
      automatically ten (10) years after its adoption by the Board of Directors
      and may be terminated on any earlier date pursuant to Subsection 14.2
      below.

14.2  Right to Amend or Terminate the Plan.

      The Board of Directors may amend the Plan at any time and from time to
      time. Rights and obligations under any right granted before amendment of
      the Plan shall not be materially altered, or impaired adversely, by such
      amendment, except with consent of the person to whom the right was
      granted. An amendment of the Plan shall be subject to the approval of the
      Company's shareholders only to the extent required by applicable laws,
      regulations or rules including the rules of any applicable exchange.

14.3  Effect of Amendment or Termination.

      No Shares shall be issued or sold under the Plan after the termination
      thereof, except pursuant to a right granted prior to such termination. The
      termination of the Plan, or any amendment thereof, shall not affect any
      Shares previously issued or any right previously granted under the Plan.

                                       16
<PAGE>

                      ADVANCED LIGHTING TECHNOLOGIES, INC.

                         Common Stock Purchase Agreement

      THIS AGREEMENT is dated as of __________________, 2005, between ADVANCED
LIGHTING TECHNOLOGIES, INC. (the "Company"), and _____________________________
("Purchaser").

                                   WITNESSETH:

      WHEREAS, the Company has given Purchaser an award attached hereto as Annex
1 (the "Award") pursuant to the Company's 2005 Equity Incentive Plan (the
"Plan") and

      WHEREAS, the Award permits the Purchaser to purchase up to _____ shares
within 30 days of the Date of Grant specified in the Award; and

      WHEREAS, pursuant to the Award, Purchaser desires to purchase shares of
the Company as herein described, on the terms and conditions set forth in this
Agreement, the Award and the Plan. Certain capitalized terms used in this
Agreement are defined in the Plan.

      NOW, THEREFORE, it is agreed between the parties as follows:

      1. PURCHASE OF SHARES.

      Pursuant to the terms of the Award, Purchaser hereby agrees to purchase
from the Company and the Company agrees to sell and issue to Purchaser ______
shares [cannot exceed number of Shares above] of the Company's common stock (the
"Stock") for the Purchase Price Per Share specified in the Award payable by
personal check, cashier's check or money order. Payment shall be delivered at
the Closing, as such term is hereinafter defined. The closing hereunder (the
"Closing") shall occur at the offices of the Company on ____________________,
2005, or such other time and place as may be designated by the Company (the
"Closing Date").

      2. REPURCHASE OR FORFEITURE OF UNVESTED STOCK.

      All unvested shares of the Stock purchased by the Purchaser pursuant to
this Agreement (sometimes referred to as the "Unvested Stock") shall be subject
to the following forfeiture or mandatory repurchase requirement (the "Unvested
Stock Requirement"):

      In the event the Purchaser ceases to be an Employee of the Company as
defined in the Plan, i.e. terminates service with the Company ("Service") for
any reason, other than a Permitted Reason, all Unvested Stock shall immediately
be forfeited and cancelled without consideration to the Purchaser of any kind.

      If Purchaser ceases to be an Employee of the Company for a Permitted
Reason, the Company shall purchase the Unvested Stock as hereinafter provided.
If any Unvested Stock is subject to a vesting requirement which must be met by a
date certain (the "Vesting Deadline"),

<PAGE>

and such vesting requirement is not met on or prior to such date, the Company
shall purchase such Unvested Stock as hereinafter provided. Purchaser
understands that the Stock is being sold in order to induce Purchaser to become
and/or remain associated with the Company and to work diligently for the success
of the Company and that the unvested Stock will vest in accordance with the
schedule set forth in the Award. Accordingly, the Company shall be required
within 60 days after the (i) termination of Service for a Permitted Reason or
(ii) the Vesting Deadline, as the case may be, to purchase from the Purchaser
(A) all shares of Stock purchased hereunder which have not vested on the date of
termination of Service in accordance with the terms of such vesting schedule in
the Award or (B) all shares of Unvested Stock which could no longer vest after a
Vesting Deadline, as the case may be; provided further, however, if at the time
there shall exist any Company Payment Condition, the Company may defer the
payment for the purchase until such time as the Company Payment Condition no
longer exists. The purchase price for such Unvested Stock shall be the Purchase
Price Per Share paid by Purchaser for such shares pursuant to the Award (the
"Purchase Price"). The purchase price shall be paid by check and/or by
cancellation of any indebtedness of Purchaser to the Company. The Company's
rights under this paragraph shall be freely assignable, in whole or in part,
and, following such assignment, such rights will not be limited by any Company
Payment Condition.

      Nothing in this Agreement shall be construed as a right by Purchaser to be
employed by Company, or a parent or subsidiary of Company.

      3. ESCROW OF STOCK.

      As security for Purchaser's faithful performance of the terms of this
Agreement and to ensure the availability for delivery of Purchaser's shares upon
repurchase by the Company, Purchaser agrees at the Closing hereunder, to deliver
to and deposit with the Escrow Agent named in the Joint Escrow Instructions
attached hereto as Exhibit C, the certificate or certificates evidencing the
Unvested Stock and four Assignments Separate from Certificate duly executed
(with date and number of shares in blank) in the form attached hereto as Exhibit
D. Such documents are to be held by the Escrow Agent and delivered by the Escrow
Agent pursuant to the Joint Escrow Instructions, which instructions shall also
be delivered to the Escrow Agent at the Closing hereunder.

      Within 30 days after the vesting of a portion of an Award (as defined in
the Award), if Purchaser so requests, the Escrow Agent will deliver to Purchaser
certificates (including any voting trust certificates) representing so many
shares of Stock as are no longer subject to the Unvested Stock Requirement (less
such shares as have been previously delivered).

      4. ADJUSTMENT OF SHARES.

      Subject to the provisions of the Articles of Incorporation of the Company,
if, from time to time during the term of the Unvested Stock Requirement:

            (a) there is any stock dividend or liquidating dividend of cash
            and/or property, stock split or other change in the character or
            amount of any of the outstanding securities of the Company, or

                                       2
<PAGE>

            (b) there is any consolidation, merger or sale of all or
            substantially all, of the assets of the Company,

then, in such event, any and all new, substituted or additional securities or
other property to which Purchaser is entitled by reason of Purchaser's ownership
of the shares shall be immediately subject to such Unvested Stock Requirement
with the same force and effect as the shares from time to time subject to the
Unvested Stock Requirement. While the total Purchase Price shall remain the same
after each such event, the Purchase Price Per Share of Unvested Stock shall be
appropriately and equitably adjusted as determined by the Board of Directors of
the Company.

      5. THIRD PARTY TRANSFER RESTRICTIONS.

            5.1   Prior to a Major Event. (a) Vested Shares. Prior to the
                  occurrence of a Major Event, the Purchaser may not transfer
                  vested Shares, other than by a Permitted Transfer or otherwise
                  with the prior written consent of the Company.

                  (b) Unvested Shares. The Purchaser may not transfer unvested
                  Shares, other than by a Permitted Transfer.

            5.2   After a Major Event. (a) Vested Shares. In the event the
                  Purchaser proposes to sell, pledge or otherwise transfer to a
                  party other than a Permitted Transferee, pursuant to a bona
                  fide purchase offer, any vested Shares acquired under the Plan
                  or any interest in such Shares at any time after the
                  occurrence of a Major Event and prior to the Initial Public
                  Offering, the Company shall have the "Right of First Refusal"
                  with respect to all (and not less than all) of such Shares.
                  The Purchaser must give a written "Transfer Notice" to the
                  Company describing fully the proposed transfer, including the
                  number of Shares proposed to be transferred, the proposed
                  transfer price and the name and address of the proposed
                  transferee and including a copy of the bona fide purchase
                  offer. The Transfer Notice shall be signed both by the
                  Purchaser and by the proposed transferee and must constitute a
                  binding commitment of both parties to the transfer of the
                  Shares. Such right of First Refusal with respect to vested
                  Shares shall terminate upon the sale of Common Stock by the
                  Company pursuant to an Initial Public Offering.

                  The Company and its assignees shall have the right to purchase
                  all, and not less than all, of the Shares on the terms
                  described in the Transfer Notice (subject, however, to any
                  change in such terms permitted in the next paragraph) by
                  delivery of a Notice of Exercise of the Right of First Refusal
                  within 30 days after the date when the Transfer Notice was
                  received by the Company.

                                       3
<PAGE>

                  If the Company fails to exercise its Right of First Refusal
                  within 30 days after the date when it received the Transfer
                  Notice, the Purchaser may, not later than 60 days following
                  receipt of the Transfer Notice by the Company, conclude a
                  transfer of the Shares subject to the Transfer Notice on the
                  terms and conditions described in the Transfer Notice. Any
                  proposed transfer on terms and conditions different from those
                  described in the Transfer Notice, as well as any subsequent
                  proposed transfer by the Purchaser, shall again be subject to
                  the Right of First Refusal and shall require compliance with
                  the procedure described in the paragraph above. If the Company
                  exercises its Right of First Refusal, the Purchaser and the
                  Company (or its assignees) shall consummate the sale of the
                  Shares on the terms set forth in the Transfer Notice;
                  provided, however, that the purchase price for such shares
                  shall be the lesser of the price described in such Transfer
                  Notice or Fair Market Value and, provided further, however, if
                  at the time of the exercise of such Right of First Refusal
                  there shall exist any Company Payment Condition, the Company
                  may defer the payment for the purchase until such time as the
                  Company Payment Condition no longer exists.

                  The Company's Right of First Refusal shall inure to the
                  benefit of its successors and assigns and shall be binding
                  upon any transferee of the Shares. The Company's rights under
                  this Subsection shall be freely assignable, in whole or in
                  part.

                  (b) Unvested Shares. Prior to a termination of Service, the
                  Purchaser may not transfer Unvested Shares, other than
                  pursuant to a Permitted Transfer.

            5.3   Termination of Service.

                  (a) Prior to a Major Event. (i) Termination for Other than a
                  Permitted Reason. Following the Purchaser's termination of
                  Service for other than a Permitted Reason, as defined in
                  Section 5.3(b) below, the Company shall have the right, but
                  not the obligation, to purchase all or any portion of the
                  vested Shares of the Purchaser at any time within 12 months
                  following such termination of Service. Such purchase will be
                  at the Fair Market Value of such Shares at the time of the
                  exercise of such right. To exercise such right, Company shall
                  give the Purchaser written notice of the sale in the same
                  manner and with the same effect as a Compelled Sale, pursuant
                  to Section 5.4; provided, however, if at the time of the
                  exercise of such right there shall exist any Company Payment
                  Condition, the Company may defer the payment for the purchase
                  until such time as the Company Payment Condition no longer
                  exists. After any such termination of Service, all unvested
                  Shares of the Purchaser shall be forfeited by the Purchaser
                  and shall be cancelled without payment of any kind.

                                       4
<PAGE>

                  (ii) Termination of Service for A Permitted Reason. (A)
                  Following a termination of Service (I) by the Company for any
                  reason other than "cause," (II) by the Purchaser by
                  resignation with "good reason," (III) death or
                  (IV)"disability," each as defined in the Purchaser's
                  employment contract, or, if the Purchaser does not have such a
                  contract, as defined on Annex 2 to this Agreement (a
                  "Permitted Reason"), the Company shall have the right to
                  purchase all or any portion of the vested Shares of the
                  Purchaser at any time within 12 months following such
                  termination of Service. If such Company purchase would occur
                  before (a) the Purchaser has held the Shares six months or (b)
                  the date which is six months following the vesting of the
                  Shares to be purchased, the repurchase shall occur six months
                  and one day after the later of the purchase of the Shares by
                  the Purchaser or vesting, as the case may be, and for the then
                  current Fair Market Value. Such purchase will be at the Fair
                  Market Value of such Shares at the time of the exercise of
                  such right. To exercise such right, Company shall give the
                  Purchaser written notice of the sale in the same manner and
                  with the same effect as a Compelled Sale, pursuant to Section
                  5.4; provided, however, if at the time of the exercise of such
                  right there shall exist any Company Payment Condition, the
                  Company may defer the payment for the purchase until such time
                  as the Company Payment Condition no longer exists. The Company
                  will purchase all unvested Shares of such Purchaser within 60
                  days of the Purchaser's such termination of Service; provided,
                  however, if at the time of the exercise of such right there
                  shall exist any Company Payment Condition, the Company may
                  defer the payment for the purchase until such time as the
                  Company Payment Condition no longer exists.

                  (B) Following any such termination of Service for a Permitted
                  Reason, such Purchaser shall have the right to compel the
                  purchase (a "Vested Put") of that number of vested Shares of
                  Purchaser, at the Fair Market Value at the time of exercise of
                  such right, necessary to make the aggregate consideration, for
                  all unvested Shares purchased pursuant to Subsection
                  5.3(a)(ii)(A) and the vested Shares to be purchased pursuant
                  the Vested Put, would be equal to the total consideration
                  initially paid by such Purchaser for such vested and unvested
                  Shares; provided however, that if the purchase of all such
                  vested and unvested Shares at the prices specified results in
                  aggregate consideration which is less than such total
                  consideration, all vested Shares shall be purchased pursuant
                  to the Vested Put at Fair Market Value. If such Company
                  purchase would occur before (a) the Purchaser has held the
                  Shares six months or (b) the date which is six months
                  following the vesting of the Shares to be purchased, the
                  repurchase shall occur six months and one day after the later
                  of the purchase of the Shares by the Purchaser or vesting, as
                  the case may be, and for the then current Fair Market Value.
                  Such right shall be exercised within twelve (12) months
                  following such termination of Service and the purchase by the
                  Company shall take place within 60 days of such exercise;

                                       5
<PAGE>

                  provided, however, if at the time of the exercise of such
                  right there shall exist any Company Payment Condition, the
                  Company may defer the payment for the purchase until such time
                  as the Company Payment Condition no longer exists.

                  (iii) Company's Rights Assignable. The Company's rights under
                  this Section shall be freely assignable, in whole or in part,
                  and, following such assignment, such rights will not be
                  limited by any Company Payment Condition.

                  (b) After a Major Event. The Company shall not have any
                  obligation to purchase vested Shares following the Purchaser's
                  termination of Service for any reason after the occurrence of
                  a Major Event.

            5.4   Right to Compel Sale.

                  (a) Compelled Sale. If members of the Saratoga Group propose a
                  Change of Control Transaction, then Saratoga shall have the
                  right (whether the Change of Control results from the sale of
                  all, or some lesser portion, of the Saratoga Group's Shares)
                  to require the Purchaser (or his Permitted Transferee) to sell
                  all, or a Pro Rata Portion, of his Shares to the prospective
                  purchaser of the Saratoga Shares (if such right is exercised,
                  a "Compelled Sale"). If the prospective purchaser in the
                  Change of Control Transaction proposed by the Saratoga Group
                  is to acquire Shares of the Saratoga Group, but Saratoga does
                  not elect to cause a Compelled Sale pursuant to the foregoing
                  sentence, the Purchaser (or such Permitted Transferee) shall
                  have the right to elect to sell to the prospective purchaser,
                  as part of the Change of Control Transaction, the Pro Rata
                  Portion of the Purchaser's (or such Permitted Transferee's)
                  Shares (if such right is exercised, a "Co-Sale"). The
                  consideration to be received by the Purchaser (or such
                  Permitted Transferee) for each Share in the Compelled Sale or
                  Co-Sale shall be the same consideration per Share to be
                  received by the Saratoga Group, and the terms and conditions
                  of such sale by the Purchaser (or such Permitted Transferee)
                  shall be the same as those upon which the Saratoga Group sell
                  their Shares, except that the Purchaser (or such other party)
                  shall not be bound by the terms of any indemnity, hold-back or
                  escrow given to the purchaser in connection with such sale to
                  the extent that such indemnity is not limited in value with
                  respect to the Purchaser (or such Permitted Transferee) to at
                  most the aggregate consideration to be received for his Shares
                  in such sale.

                  (b) Notice and Sale Procedures. (i) The Company shall provide
                  written notice to the Purchaser (or his Permitted Transferee)
                  of any proposed Change of Control Transaction, which notice (a
                  "Control Transaction Notice") shall (A) set forth the
                  consideration per Share to be paid by the prospective
                  purchaser and (B) state whether Saratoga is electing pursuant

                                       6
<PAGE>

                  to Section 5.4(a) to cause a Compelled Sale. If Saratoga does
                  not elect to cause a Compelled Sale and the Purchaser (or such
                  Permitted Transferee) desires to cause a Co-Sale pursuant to
                  Section 5.4(a), the Purchaser (or such Permitted Transferee)
                  must give written notice of his election to cause such Co-Sale
                  (a "Co-Sale Notice") to Saratoga (or the representative of
                  Saratoga as may be designated in the Control Transaction
                  Notice) within ten (10) days following the date of the Control
                  Transaction Notice. Within ten (10) days following the date of
                  the Control Transaction Notice in which Saratoga has elected
                  to cause a Compelled Sale, the Purchaser (or Permitted
                  Transferee) shall deliver to Saratoga (or such designated
                  representative), or in the case of a Co-Sale, the Co-Sale
                  Notice shall be accompanied by, the certificates representing
                  the Shares held by the Purchaser (or Permitted Transferee) to
                  be sold in such Compelled Sale or Co-Sale, together with a
                  suitably executed blank stock power and all other documents
                  required to be executed in connection with such Change of
                  Control Transaction. In the event that the Purchaser (or
                  Permitted Transferee) should fail to deliver such certificates
                  and other documents as aforesaid, the Company shall cause the
                  books and records of the Company to show that such Shares are
                  bound by the provisions of this Section 5.4 and that such
                  Shares shall be transferred only to the purchaser identified
                  in the Change of Control Notice upon surrender for transfer by
                  the Purchaser (or any other party) thereof.

                  (b) If, within one hundred twenty (120) days after the
                  Saratoga Group gives the notice they have not completed the
                  sale of Shares described in the notice, the Saratoga Group
                  shall return to the Purchaser (or such Permitted Transferee)
                  all certificates representing Shares that the Purchaser (or
                  such Permitted Transferee) delivered for sale pursuant hereto,
                  together with any such other documents delivered by the
                  Purchaser.

                  (c) Promptly after the consummation of the sale of the Shares
                  of the Saratoga Group and Purchaser (or Permitted Transferee)
                  pursuant to this Section, the Saratoga Group shall remit to
                  the Purchaser (or Permitted Transferee) the total sales price
                  of the Shares of the Purchaser (or Permitted Transferee) sold
                  pursuant thereto, and shall furnish such other evidence of the
                  completion and time of completion of such sale or other
                  disposition and the terms thereof as may be reasonably
                  requested by the Purchaser (or Permitted Transferee).

      6. PURCHASER'S RIGHTS UPON REPURCHASE.

      At such time as the Company makes available, the consideration for the
Stock to be repurchased in accordance with the provisions of Sections 2 and 5 of
this Agreement, then from and after such time the person from whom such shares
are to be repurchased shall no longer have any rights as a holder of such shares
(other than the right to receive payment of such

                                       7
<PAGE>

consideration in accordance with this Agreement). Such shares shall be deemed to
have been repurchased in accordance with the applicable provisions hereof,
whether or not the certificate(s) therefor have been delivered as required by
this Agreement.

      7. TRANSFER BY PURCHASER TO CERTAIN TRUSTS.

      Purchaser shall have the right to transfer all or any portion of
Purchaser's interest in the shares issued under this Agreement which have been
delivered to Purchaser under the provisions of Section 3 of this Agreement, to a
trust established by Purchaser for the benefit of Purchaser, Purchaser's spouse
or Purchaser's children, without being subject to the provisions of Section 5
hereof, provided that the trustee on behalf of the trust shall agree in writing
to be bound by the terms and conditions of this Agreement. The transferee shall
execute a copy of Exhibit E attached hereto and file the same with the Secretary
of the Company.

      8. LEGEND ON SHARES.

      All certificates representing the Stock purchased under this Agreement
shall, where applicable, have endorsed thereon the legends set forth in the
Award and any other legends required by applicable securities laws.

      9. PURCHASER'S INVESTMENT REPRESENTATIONS.

      This Agreement is made with Purchaser in reliance upon Purchaser's
representation to the Company, which by Purchaser's acceptance hereof Purchaser
confirms, that the Stock which Purchaser will receive will be acquired with
Purchaser's own funds for investment for an indefinite period for Purchaser's
own account, not as a nominee or agent, and not with a view to the sale or
distribution of any part thereof, and that Purchaser has no present intention of
selling, granting participation in, or otherwise distributing the same, but
subject, nevertheless, to any requirement of law that the disposition of
Purchaser's property shall at all times be within Purchaser's control. By
executing this Agreement, Purchaser further represents that Purchaser does not
have any contract, understanding or agreement with any person to sell, transfer,
or grant participation, to such person or to any third person, with respect to
any of the Stock.

      Purchaser understands that the Stock will not be registered or qualified
under federal or state securities laws on the ground that the sale provided for
in this Agreement is exempt from registration or qualification under federal or
state securities laws and that the Company's reliance on such exemption is
predicated on Purchaser's representations set forth herein.

      Purchaser agrees that in no event will Purchaser make a disposition of any
of the Stock (including a disposition under Section 7 of this Agreement), unless
and until (i) Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of the
circumstances surrounding the proposed disposition and (ii) Purchaser shall have
furnished the Company with an opinion of counsel satisfactory to the Company to
the effect that (A) such disposition will not require registration or
qualification of such Stock under federal or state securities laws or (B)
appropriate action necessary for compliance with the

                                       8
<PAGE>

federal or state securities laws has been taken or (iii) the Company shall have
waived, expressly and in writing, its rights under clauses (i) and (ii) of this
section.

      With respect to a transaction occurring prior to such date as the Plan and
Stock thereunder are covered by a valid Form S-8 or similar federal registration
statement, this subsection shall apply unless the transaction is covered by Rule
701 under the Securities Act of 1933, as amended (the "Securities Act") or
another exemption. In connection with the investment representations made
herein, Purchaser represents that Purchaser is able to fend for himself or
herself in the transactions contemplated by this Agreement, has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of Purchaser's investment, has the ability to bear the
economic risks of Purchaser's investment and has been furnished with and has had
access to such information as would be made available in the form of a
registration statement together with such additional information as is necessary
to verify the accuracy of the information supplied and to have all questions
answered by the Company.

      Purchaser understands that if a registration statement covering the Stock
(or a filing pursuant to the exemption from registration under Regulation A of
the Securities Act) under the Securities Act is not in effect when Purchaser
desires to sell the Stock, Purchaser may be required to hold the Stock for an
indeterminate period. Purchaser also acknowledges that Purchaser understands
that any sale of the Stock which might be made by Purchaser in reliance upon
Rule 144 under the Securities Act may be made only in limited amounts in
accordance with the terms and conditions of that Rule.

      10. NO DUTY TO TRANSFER IN VIOLATION HEREUNDER.

      The Company shall not be required (a) to transfer on its books any shares
of Stock of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner of
such shares or to accord the right to vote as such owner or to pay dividends to
any transferee to whom such shares shall have been so transferred.

      11. RIGHTS OF PURCHASER.

      Except as otherwise provided herein, Purchaser shall, during the term of
this Agreement, exercise all rights and privileges of a stockholder of the
Company with respect to the Stock.

      12. SECTION 83(b) ELECTIONS.

      Purchaser hereby acknowledges that he or she has been informed that unless
an election is filed by the Purchaser with the Internal Revenue Service and, if
necessary, the proper state taxing authorities, within 30 days of the purchase
of the Shares (and attached to Purchaser's individual income tax return for that
year), electing pursuant to Section 83(b) of the Internal Revenue Code of 1986,
as amended (the "Code") to be taxed currently on any difference between the
purchase price of the Shares and their fair market value on the date of
purchase, there will be a recognition of taxable income to the Purchaser,
measured by the excess, if any, of the fair market value of the Shares, at the
time the Company's Unvested Stock Requirement

                                       9
<PAGE>

lapses over the purchase price for the Shares. Purchaser represents that
Purchaser has consulted any tax consultant(s) that Purchaser deems advisable in
connection with the purchase of the Shares or the filing of the Election under
Section 83(b). A form of Election under Section 83(b) is attached hereto as
Exhibit B for reference.

PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE
COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER
REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON HIS OR HER
BEHALF.

      13. OTHER NECESSARY ACTIONS.

      The parties agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement.

      14. NOTICE.

      Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon the earliest of personal delivery,
receipt or the third full day following deposit in the United States Post Office
with postage and fees prepaid, addressed to the other party hereto at the
address last known or at such other address as such party may designate by 10
days' advance written notice to the other party hereto.

      15. SUCCESSORS AND ASSIGNS.

      This Agreement shall inure to the benefit of the successors and assigns of
the Company and, subject to the restrictions on transfer herein set forth, be
binding upon Purchaser and Purchaser's heirs, executors, administrators,
successors and assigns. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition,
whether of a like or different nature.

      16. APPLICABLE LAW.

      This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Ohio, as such laws are applied to contracts entered into
and performed in such state.

      17. NO FEDERAL OR OTHER STATE REGISTRATION.

      THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY
STATE AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART
OF THE CONSIDERATION THEREFOR PRIOR TO SUCH REGISTRATION OR QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM SUCH REGISTRATION OR
QUALIFICATION. THE RIGHTS OF ALL PARTIES TO THIS

                                       10
<PAGE>

AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION OR QUALIFICATION
BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

      18. NO ORAL MODIFICATION.

      No modification of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

      19. TERMINATION.

      This Agreement shall terminate and be of no further force and effect if
the Closing Date has not occurred on or before the 30th day following the Grant
Date, unless the failure is due to a default by the Company or the designation
by the Board of Directors of the Company, in writing, of a later date as the
Closing Date.

      20. ENTIRE AGREEMENT.

      This Agreement and the Award constitute the entire complete and final
agreement between the parties hereto with regard to the subject matter hereof.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

ADVANCED LIGHTING                                  PURCHASER
 TECHNOLOGIES, INC.

By:__________________________                      ____________________________

                                       11
<PAGE>

                                                                         ANNEX 1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                           2005 EQUITY INCENTIVE PLAN

                                      AWARD

      ADVANCED LIGHTING TECHNOLOGIES, INC. (the "Company"), hereby grants this
Award to purchase, within 30 days of the Grant Date specified below, shares of
its common stock ("Shares") to the Participant named below. The terms and
conditions of the Award are set forth in this cover sheet, the Stock Purchase
Agreement to be entered into between the Company and the Participant including
the attachments (the "Purchase Agreement") and in the Company's 2005 Equity
Incentive Plan (the "Plan").

Grant Date: _____________________________, 20___

Name of Participant: _________________________________

Participant's Social Security Number: _______________________________

Number of Shares Covered by Award: _______________________

Purchase Price Per Share: $1,000.00

                  Company:  __________________________________
                            (Signature)

                  Title:    __________________________________

                                       12
<PAGE>

                                                                         ANNEX 2

                               CERTAIN DEFINITIONS

         (FOR USE FOR GRANTS TO EMPLOYEES WITHOUT EMPLOYMENT AGREMENTS)

For purposes hereof, the term "cause" shall mean:

      Employee's committing an act constituting a misdemeanor involving fraud,
      dishonesty, or theft or a felony;

      Employee's engaging in habitual or repeated alcohol or drug abuse;

      Employee's disregarding the instructions of the Board of Directors of
      ADLT;

      Employee's neglecting duties (other than by reason of disability or
      death), with five (5) business days notice to cure;

      Employee shall fail to devote his full business time to his employment and
      perform diligently such duties as are, or may be, required by the Board of
      Directors of ADLT or their designee consistent with Employee's duties and
      authority at the date of this Agreement or such other duties as may be
      mutually agreed, with five (5) business days notice to cure; provided such
      duties are within the bounds of reasonableness and acceptable business
      standards;

      Employee shall, without the prior written consent of ADLT, which shall not
      be unreasonably withheld, directly or indirectly, render services of a
      business, professional or commercial nature to any other person or firm,
      whether for compensation or otherwise, other than in the performance of
      duties naturally inherent in the businesses of ADLT or any subsidiary or
      affiliate of ADLT, with five (5) business days notice to cure; provided,
      however, Employee may continue to render services to and participate in
      philanthropic and charitable causes, in each case, in a manner and to the
      extent consistent with his past practice;

      Employee shall fail to comply with all policies and procedures of ADLT,
      including but not limited to, all terms and conditions set forth in any
      employee handbook and any other memoranda pertaining to ADLT's policies,
      procedures, rules and regulations, with five (5) business days notice to
      cure; or

      Employee's willful misconduct or gross negligence.

                                       13
<PAGE>

                                                                         ANNEX 2
                                                                          PAGE 2

      For purposes hereof, the term "good reason" shall mean: without Employee's
      written consent, a material reduction of Employee's duties, authority,
      compensation, benefits or responsibilities.

      For purposes hereof, the term "disability" shall mean: the inability of
      Employee to perform satisfactorily his usual or customary occupation for a
      period of 120 days in the aggregate out of 150 consecutive days as a
      result of a physical or mental illness or other disability which in the
      written opinion of a physician of recognized ability and reputation, is
      likely to continue for a significant period of time.

                                       14
<PAGE>

                      ADVANCED LIGHTING TECHNOLOGIES, INC.
                           2005 EQUITY INCENTIVE PLAN

                                      AWARD

VESTING                       Your shares will vest, and no longer be subject to
                              the Unvested Stock Agreement pursuant to the
                              Purchase Agreement, as follows:

                              25% of the Shares covered by the Award will vest
                              and no longer be subject to the Unvested Stock
                              Requirement provided that the Company achieves
                              Cumulative Adjusted EBITDA for any 4 consecutive
                              fiscal quarters, ending on or before June 30,
                              2007, equal to or greater than $32,977,000; 25% of
                              the Shares covered by the Award will vest and no
                              longer be subject to the Unvested Stock
                              Requirement provided that the Company achieves
                              Cumulative Adjusted EBITDA for any 8 consecutive
                              fiscal quarters, ending on or before June 30,
                              2008, equal to or greater than $71,075,000; 25% of
                              the Shares covered by the Award will vest and no
                              longer be subject to the Unvested Stock
                              Requirement provided that the Company achieves
                              Cumulative Adjusted EBITDA for any 12 consecutive
                              fiscal quarters, ending on or before June 30,
                              2009, equal to or greater than $113,140,000; and
                              25% of the Shares covered by the Award will vest
                              and no longer be subject to the Unvested Stock
                              Requirement provided that the Company achieves
                              Cumulative Adjusted EBITDA for any 16 consecutive
                              fiscal quarters, ending on or before June 30,
                              2010, equal to or greater than $159,147,000;
                              provided, however, if the Company enters into a
                              significant corporate transaction (such as an
                              acquisition, divestiture or merger) which could
                              reasonably be expected to affect Cumulative
                              Adjusted EBITDA, the amount of Cumulative Adjusted
                              EBITDA required for vesting on any date shall be
                              adjusted, by the Board of Directors of the
                              Company, to reflect the EBITDA expected to be
                              added or lost as a result of such transaction.

                              Notwithstanding the foregoing, in the event of a
                              Change in Control or an Initial Public Offering
                              (each as defined in the Plan) of the Company, your
                              unexpired shares will immediately vest, provided
                              the aggregate cash amounts received by Saratoga in
                              respect of its Company stock and from such
                              transaction prior to June 30, 2009 are not less
                              than $90,000,000. If a Change of Control or
                              Initial Public Offering occurs in a transaction
                              which does not result in aggregate cash amounts of
                              at least $90,000,000 being received by Saratoga on
                              or prior to the closing of such transaction, and
                              Saratoga receives or retains securities of the
                              Company or its

                                       15
<PAGE>

                              successors or assigns at or after the closing of
                              such transaction, Saratoga shall provide an escrow
                              of a portion of such securities or other
                              arrangement to assure the participants of the
                              economic benefits of vesting if the aggregate cash
                              amounts received in respect of its Company stock,
                              in such transaction and on liquidation of the
                              securities received or retained by Saratoga
                              results in aggregate amounts received by Saratoga
                              of at least $90,000,000 by June 30, 2009.

                              No additional Shares will vest after your
                              employment with the Company or any Affiliate of
                              the Company (including any approved leaves of
                              absence) ("Service") has terminated for any
                              reason.

VOTING CONTROL                Prior to the occurrence of a Major Event (as
                              defined in the Plan), the Shares purchased shall
                              be transferred into a voting trust or similar
                              arrangement ("Voting Trust"). Pursuant to the
                              terms of the Voting Trust, the Participant shall
                              be the beneficiary but Saratoga Lighting Holdings
                              LLC shall vote all shares in the Voting Trust
                              until the occurrence of a Major Event, at which
                              time the Voting Trust shall terminate.

RETENTION RIGHTS              YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF
                              SHARES PURSUANT TO THIS AWARD IS EARNED ONLY BY
                              CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
                              OF THE COMPANY (NOT THROUGH THE ACT OF BEING
                              HIRED, BEING GRANTED THIS AWARD OR ACQUIRING
                              SHARES HEREUNDER). YOU FURTHER ACKNOWLEDGE AND
                              AGREE THAT NOTHING IN THIS AWARD, NOR IN THE PLAN
                              SHALL CONFER UPON YOU ANY RIGHT WITH RESPECT TO
                              CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE
                              COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH
                              YOUR RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
                              YOUR EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH
                              OR WITHOUT CAUSE.

LEGENDS                       All certificates representing the Shares issued
                              pursuant to this Award and Purchase Agreement
                              shall, where applicable, have endorsed thereon the
                              following legends:

                              "THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                              ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER
                              AND REPURCHASE REQUIREMENTS AS SET FORTH IN AN
                              AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
                              HOLDER, OR SUCH HOLDER'S

                                       16
<PAGE>

                              PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES
                              CERTAIN TRANSFER RESTRICTIONS AND CERTAIN
                              REPURCHASE REQUIREMENTS ON THE COMPANY (OR ITS
                              ASSIGNS) UPON THE SALE OF THE SHARES OR UPON
                              TERMINATION OF SERVICE WITH THE COMPANY. A COPY OF
                              SUCH AGREEMENTS IS ON FILE AT THE PRINCIPAL OFFICE
                              OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN
                              REQUEST TO THE SECRETARY OF THE COMPANY BY THE
                              HOLDER OF SHARES REPRESENTED BY THIS CERTIFICATE.

                              THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                              HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                              OF 1933, OR THE SECURITIES LAWS OF ANY STATE, AND
                              MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND
                              QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF
                              FEDERAL AND STATE SECURITIES LAWS OR IF THE
                              COMPANY IS PROVIDED AN OPINION OF COUNSEL,
                              SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
                              REGISTRATION AND QUALIFICATION UNDER FEDERAL AND
                              STATE SECURITIES LAWS IS NOT REQUIRED."

THE PLAN AND
OTHER AGREEMENTS              The text of the Plan is incorporated in this Award
                              by reference.

                              Certain capitalized terms used in this Agreement
                              are defined in the Plan.

                              THIS AWARD, THE PURCHASE AGREEMENT INCLUDING ITS
                              ATTACHMENTS, AND THE PLAN CONSTITUTE THE ENTIRE
                              UNDERSTANDING BETWEEN YOU AND THE COMPANY
                              REGARDING THE SHARES WHICH ARE SUBJECT TO THIS
                              AWARD. ANY PRIOR AGREEMENTS, COMMITMENTS OR
                              NEGOTIATIONS CONCERNING SUCH SHARES ARE
                              SUPERSEDED.

CERTAIN DEFINITIONS           For the purposes of this Award, "Adjusted EBITDA"
                              shall mean "Income from Operations" (a) plus
                              "Amortization of Intangible Assets" plus
                              "Depreciation", (b) plus "Income from
                              Investments", or minus "Loss from Investments" to
                              the extent such Income or Loss from Investments
                              relates to the Company's investment in AAPL, all
                              of the above as reported in the Company's
                              financial statements, (c) plus the amount recorded
                              in the Company's financial statements for the
                              following items: (i) Amounts payable to the
                              Saratoga Group pursuant to the Management Services
                              Agreement ("Management Services Agreement")
                              between Saratoga Management Company LLC and the
                              Company, (ii)

                                       17
<PAGE>

                              amounts recorded as expense related to "Additonal
                              Bonuses" described in Wayne Hellman's employment
                              contract, the after-tax proceeds of which are
                              applied to repayment of Wayne Hellman's loan from
                              the Company, and (iii) amounts in respect of fees
                              and expenses, prior to an Initial Public Offering,
                              in connection with the services of any
                              non-management Director, and (d) plus any one-time
                              expense item, or minus any one time income item,
                              as explicitly designated by the Board of
                              Directors.

                              For the purposes of this Award, "Cumulative
                              Adjusted EBITDA" shall mean Adjusted EBITDA over
                              the relevant number of consecutive quarters,
                              accrued on a cumulative basis (taken as one
                              accounting period).

                                       18
<PAGE>

                                    EXHIBIT A

                                   TAX SUMMARY

      Set forth below is a brief summary as of the date of the right of some of
the federal tax consequences of purchase and disposition of the Shares.

      THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. PARTICIPANTS SHOULD CONSULT A TAX ADVISER BEFORE
PURCHASING OR DISPOSING OF THE SHARES.

      PURCHASE OF SHARES PRIOR TO VESTING BY CERTAIN PARTICIPANTS

      The Stock Purchase Agreement gives Participants the right to purchase
certain shares which are subject to repurchase by the Company at cost prior to
"vesting." In these situations, an election may be filed by the Participant with
the Internal Revenue Service within 30 days of the purchase of the Shares,
electing pursuant to Section 83(b) of the Code to be taxed currently on the
bargain purchase element on the date of purchase for alternative minimum tax
purposes. EVEN WHERE THERE IS NO BARGAIN ELEMENT FAILURE TO FILE THE 83(b)
ELECTION WILL RESULT IN ALTERNATIVE MINIMUM TAXABLE INCOME MEASURED AND
RECOGNIZED BY PARTICIPANT AT THE TIME OR TIMES ON WHICH THE COMPANY'S REPURCHASE
REQUIREMENT LAPSES. Participant is strongly encouraged to seek the advice of his
or her tax consultants in connection with the purchase of the Shares and the
advisability of filing of the election under Section 83(b) and similar tax
provisions. A form of Election under Section 83(b) is attached to the Stock
Purchase Agreement as Exhibit B for reference.

      THE TAX CONSEQUENCES OF THE PURCHASE AND SALE OF COMMON SHARES AND THE
TERMINATION OF COMPANY REPURCHASE RIGHTS FOR UNVESTED SHARES, MAY DIFFER
DEPENDING UPON THE CIRCUMSTANCES OF EACH PARTICIPANT, THE TERMS OF THE AWARD AND
THE TIMING OF ANY EXERCISE OR SALE. PARTICIPANTS ARE ADVISED TO SEEK INDEPENDENT
TAX ADVICE TO MAKE SURE THEY UNDERSTAND THE INCOME TAX CONSEQUENCES OF ANY
AWARD.

                                       19
<PAGE>

                                    EXHIBIT B

                          ELECTION UNDER SECTION 83(B)
                      OF THE INTERNAL REVENUE CODE OF 1986

      The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with taxpayer's receipt of the property described below:

      1.    The name, address, taxpayer identification number and taxable year
            of the undersigned are as follows:

NAME: TAXPAYER: ______________________________ SPOUSE: _________________________

ADDRESS: _______________________________________________________________________

IDENTIFICATION NO.: TAXPAYER: ______________________ SPOUSE: ___________________

TAXABLE YEAR: __________

      2.    The property with respect to which the election is made is described
            as follows: _____ shares (the "Shares") of the Common Stock of
            Advanced Lighting Technologies, Inc. (the "Company").

      3.    The date on which the property was transferred is:___, 20___.

      4.    The property is subject to the following restrictions:

            The Shares may not be transferred and are subject to forfeiture
            under the terms of an agreement between the taxpayer and the
            Company. These restrictions lapse upon the satisfaction of certain
            conditions contained in such agreement.

      5.    The fair market value at the time of transfer, determined without
            regard to any restriction other than a restriction which by its
            terms will never lapse, of such property is: $______.

      6.    The amount (if any) paid for such property is: $___________________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

                                       20
<PAGE>

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

Dated: _______________________, 20___          _______________________________
                                               Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated: _______________________, 20___          _______________________________
                                               Spouse of Taxpayer

                                       21
<PAGE>

                                    EXHIBIT C

                            JOINT ESCROW INSTRUCTIONS

                           ____________________, 20___

Secretary
ADVANCED LIGHTING TECHNOLOGIES, INC.

Dear Sir or Madam:

      As Escrow Agent for both ADVANCED LIGHTING TECHNOLOGIES, INC. (the
"Company"), and ___("Purchaser"), you are hereby authorized and directed to hold
the documents and Common Stock certificates delivered to you pursuant to the
terms of that certain Common Stock Purchase Agreement (the "Agreement") of even
date herewith, to which a copy of these Joint Escrow Instructions is attached as
Exhibit C to the Agreement, in accordance with the following instructions:

1.    In the event the Company is required to purchase Shares pursuant to the
Unvested Stock Requirement set forth in the Agreement, the Company shall give to
Purchaser and you a written notice as provided in the Agreement. Purchaser and
the Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice, including prompt delivery of stock certificates.

2.    At the closing, you are directed (a) to date the stock assignment form or
forms necessary for the transfer in question, (b) to fill in the number of
shares being transferred, and (c) to deliver same, together with the certificate
or certificates evidencing the shares to be transferred, to the Company against
the simultaneous delivery to you of the purchase price (by certified or bank
cashier's check) for the number of shares being purchased pursuant to the
Unvested Stock Requirement.

3.    Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement. Purchaser does hereby
irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent
for the term of this escrow to execute with respect to such securities all
documents necessary or appropriate to make such securities negotiable and to
complete any transaction herein contemplated. Subject to the provisions of this
Paragraph 3, Purchaser shall exercise all rights and privileges, including but
not limited to, the right to vote and to receive dividends (if any), of a
stockholder of the Company while the shares are held by you.

4.    In accordance with the terms of Section 5 of the Agreement, you may from
time to time deliver to Purchaser a certificate or certificates representing so
many shares as are no longer subject to the Unvested Stock Requirement.

                                       22
<PAGE>

5.    This escrow shall terminate upon the release of all shares held under the
terms and provisions hereof.

6.    If at the time of termination of this escrow you should have in your
possession any documents, securities or other property belonging to Purchaser,
you shall deliver all of same to Purchaser and shall be discharged from all
further obligations hereunder.

7.    Your duties hereunder may be altered, amended, modified or revoked only by
a writing signed by all of the parties hereto.

8.    You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact of Purchaser while acting in good faith and
in the exercise of your own good judgment, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith.

9.    You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree of any court,
you shall not be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such compliance, notwithstanding any such
order, judgment or decree being subsequently reversed, modified, annulled, set
aside, vacated or found to have been entered without jurisdiction.

10.   You shall not be liable in any respect on account of the identity,
authority or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

11.   You shall not be liable for the outlawing of any rights under any statute
of limitations with respect to these Joint Escrow Instructions or any documents
deposited with you.

12.   You shall be entitled to employ such legal counsel and other experts as
you may deem necessary properly to advise you in connection with your
obligations hereunder and may rely upon the advice of such counsel.

13.   Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be Secretary of the Company or if you shall resign by written
notice of each party. In the event of any such termination, the Company shall
appoint any officer of the Company as successor Escrow Agent.

                                       23
<PAGE>

14.   If you reasonably require other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

15.   It is understood and agreed that should any dispute arise with respect to
the delivery and/or ownership or right of possession of the securities held by
you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
dispute shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

16.   Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the
United States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled.

17.   By signing these Joint Escrow Instructions, you become a party hereto only
for the purpose of said Joint Escrow Instructions; you do not become a party to
the Agreement.

18.   This instrument shall be governed by and construed in accordance with the
laws of the State of Ohio.

      This instrument shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

                                          Very truly yours,

                                          ADVANCED LIGHTING TECHNOLOGIES, INC.

                                          By: ________________________________

   ESCROW AGENT:                                 PURCHASER:

   ____________________________                  _____________________________

                                       24
<PAGE>

                                    EXHIBIT D

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED ___________________________________________ hereby
sells, assigns and transfers unto _____________________________________
(_______) shares of the Common Stock of ADVANCED LIGHTING TECHNOLOGIES, INC.
(the "Company"), standing in _____________________________ name on the books of
the Company represented by Certificate No.___________ herewith and hereby
irrevocably constitutes and appoints _____________________________ Attorney to
transfer said stock on the books of the Company with full power of substitution
in the premises.

Dated: __________________, 20___

                                       25
<PAGE>

                                    EXHIBIT E

                   ACKNOWLEDGMENT OF AND AGREEMENT TO BE BOUND
                    BY THE COMMON STOCK PURCHASE AGREEMENT OF
                      ADVANCED LIGHTING TECHNOLOGIES, INC.

      The undersigned, as transferee of shares of ADVANCED LIGHTING
TECHNOLOGIES, INC., hereby acknowledges that he or she has read and reviewed the
terms of the Common Stock Purchase Agreement of ADVANCED LIGHTING TECHNOLOGIES,
INC. and hereby agrees to be bound by the terms and conditions thereof, as if
the undersigned had executed said Agreement as an original party thereto.

Dated: _________________, 20___

By: _______________________________

                                       26