<PAGE>

                                                                    EXHIBIT 10.2

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT entered into and effective as of July 27, 2005,
among, ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio corporation ("ADLT"), and
WAYNE R. HELLMAN ("EMPLOYEE");

                                   WITNESSETH:

      WHEREAS, ADLT and Employee desire to terminate any and all prior
agreements, whether oral or written, between the parties and between Employee
and ADLT relating to Employee's employment; and

      WHEREAS, ADLT and Employee desire to enter into an Employment Agreement as
set forth herein below to ADLT of the services of Employee as Chief Executive
Officer of ADLT and to set forth the rights and duties of the parties hereto;
and

      NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties agree as follows:

1.    TERMINATION OF PRIOR AGREEMENTS. ADLT and Employee hereby terminate any
      and all prior agreements, whether oral or written, between the parties
      relating to Employee's employment, provided, however that any existing
      agreement between Employee and ADLT or any subsidiary of ADLT regarding
      non-competition, non-solicitation or confidentiality or ownership of
      intellectual property rights shall continue in full force and effect as
      supplemented by this Employment Agreement.

2.    EMPLOYMENT.

      (a)   ADLT hereby employs Employee, and Employee hereby accepts
            employment, upon the terms and conditions hereinafter set forth.

      (b)   During the term of this Employment Agreement, (for purposes hereof,
            all references to the term of this Employment Agreement shall be
            deemed to include all renewals or extensions hereof, if any),
            Employee shall devote his full business time to his employment and
            shall perform diligently such duties as are, or may be, required by
            the Board of Directors of ADLT or their designee, which duties shall
            be within the bounds of reasonableness and acceptable business
            standards and ethics.

      (c)   During the term of this Employment Agreement, Employee shall not,
            without the prior written approval of the Board of Directors of
            ADLT, directly or indirectly,

                                                                    Page 1 of 14
<PAGE>

            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; 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.

      (d)   During the term of this Employment Agreement, Employee shall 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. Failure to comply in all material respects with all
            such policies and procedures shall be grounds for disciplinary
            action, including termination for "cause" pursuant to Section 6(a)
            of this Employment Agreement.

3.    TERM AND POSITION.

      (a)   Subject to the termination provisions contained herein, the term of
            this Employment Agreement shall commence as of DECEMBER 10, 2003 and
            shall continue through JUNE 30, 2007, subject, however, to the
            provisions of Section 6.

      (b)   Employee shall serve as Chief Executive Officer of ADLT, or in such
            other offices or positions with ADLT as shall be determined by the
            Board of Directors of ADLT, without, however, any change in
            Employee's compensation or benefits listed on EXHIBIT B.

      (c)   The principal business office of Employee shall be in Solon, Ohio.

4.    COMPENSATION.

      (a)   Subject to the provisions of this Employment Agreement, for all
            services which Employee may render to ADLT during the term of this
            Employment Agreement, Employee shall receive a base salary at the
            rate of THREE HUNDRED TWELVE THOUSAND DOLLARS ($312,000) per annum
            for the first year of this Employment Agreement, which shall be
            payable in equal, consecutive biweekly installments. For the period
            from January 1, 2005 - June 30, 2007. Employee will receive, in
            addition to such base salary, a salary supplement of One Hundred
            Thirty-Eight Thousand Dollars ($138,000) per annum, which shall be
            payable in equal, consecutive biweekly installments.

      (b)   Employee will receive options at the commencement of the term of
            this Employment Agreement as set forth on EXHIBIT A.

                                                                    Page 2 of 14
<PAGE>

      (c)   Provided that Employee satisfactorily performs his services under
            this Employment Agreement, the Compensation Committee of ADLT shall
            consider base salary increases annually.

      (d)   Provided that Employee has satisfactorily performed his services
            under this Employment Agreement, Employee shall be eligible for
            bonuses from time to time as described on EXHIBIT A.

5.    OTHER BENEFITS.

      During the term of this Employment Agreement, Employee shall be entitled
      to such vacation privileges, life insurance, medical and hospitalization
      benefits, and such other benefits as are typically provided to other
      executive officers of ADLT and its subsidiaries in comparable positions;
      provided, however, that such benefits shall be comparable to those
      benefits provided by ADLT in ADLT's fiscal year ended June 30, 2003.

6.    TERMINATION AND FURTHER COMPENSATION.

      (a)   The employment of Employee under this Employment Agreement, for the
            term thereof, may be terminated by the Board of Directors of ADLT
            for cause at any time. For purposes hereof, the term "cause" shall
            mean:

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

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

            (iii) Employee's disregarding the instructions of the Board of
                  Directors of ADLT;

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

            (v)   Employee's willful misconduct or gross negligence;

            (vi)  Employee's material breach of this Employment Agreement, in
                  whole or in part, with five (5) days notice to cure; or

            (vii) ADLT shall enter into a transaction (including, without
                  limitation, the purchase, sale, lease or exchange of property
                  or assets, or the rendering of any service) with any Hellman
                  Person (as defined the Indenture between ADLT and The Bank of
                  New York, relating to ADLT's 11% Senior Notes due 2009) if
                  such transaction is proposed by Employee, unless such
                  transaction has been unanimously approved by members of the
                  Board of Directors who are not Executive Managers (as defined
                  in the Indenture).

            Any termination by reason of the foregoing shall not be in
            limitation of any other right or remedy ADLT may have under this
            Employment Agreement or otherwise.

                                                                    Page 3 of 14
<PAGE>

(b)   In the event of (i) termination of the Employment Agreement for any of the
      reasons set forth in Subparagraph (a) of this Section 6, or (ii) if
      Employee shall voluntarily terminate his employment hereunder prior to the
      end of the term of this Employment Agreement, then in either event
      Employee shall be entitled to no further salary, bonus or other benefits
      under this Employment Agreement, except as to that portion of any unpaid
      salary and other benefits accrued and earned by him hereunder up to and
      including the effective date of such termination. In the event the
      Employee voluntarily terminates this Employment Agreement, Employee shall
      provide 30 days' prior written notice to ADLT of such voluntary
      termination.

(c)   In the event that ADLT terminates Employee's employment without "cause"
      (as defined herein above) or Employee terminates employment with "good
      reason" (as defined below) prior to the end of the term of this Employment
      Agreement, then Employee shall be entitled to any salary and bonus amounts
      due to Employee for the remainder of the term or renewal term of this
      Employment Agreement, as the case may be, and medical benefits from the
      date of termination to the last day of the calendar month in which
      Employee's sixty-sixth birthday occurs, such medical benefits to be no
      less than other key executives. Such salary, bonus and benefits shall be
      paid in accordance with ADLT's normal payment practices; provided,
      however, that amounts payable to Employee may be offset against any
      outstanding amount of principal and interest of loans from ADLT to
      Employee. At the conclusion of the term of this Employment Agreement,
      Employee shall be entitled to all bonuses based on periods prior to
      termination, to the extent earned and whether payable during or after the
      term of this Employment Agreement, however, all salary, medical and other
      benefits as set forth herein shall cease. Employee shall have no other
      rights and remedies except as set forth in this Section 6. For purposes
      hereof, the term "good reason" shall mean (i) without the express written
      consent of Employee, a material reduction of Employee's compensation or
      benefits or (ii) a material breach of this Employment Agreement by ADLT;
      or (iii) resignation within three (3) months following a "Change in
      Control" of ADLT.

(d)   In the event of Employee's death or permanent disability (as defined
      herein below) occurring during the term of this Employment Agreement, this
      Employment Agreement shall be deemed terminated for cause and Employee or
      his estate, as the case may be, shall be entitled to no further salary or
      other compensation provided for herein except as to that portion of any
      unpaid salary accrued or earned by Employee hereunder up to and including
      the date of death or permanent disability, and any benefits under any
      insurance policies or other plans; provided however, if Employee dies on
      or before July 30, 2007 and, at the time of Employee's death, the Loan
      Amount (as defined in Exhibit A) has not been reduced to $0, and a valid
      insurance policy on the life of Employee is in force, which names ADLT as
      beneficiary and results in a payment of proceeds to ADLT of not less than
      $7,500,000, Employee's estate will receive a one-time bonus, in lieu of
      any other bonus payable pursuant to this agreement, equal to (a) the Loan
      Amount (as defined in Exhibit A) divided by (b) (I) 1 minus (II)
      Employee's combined effective federal, state and local income tax

                                                                    Page 4 of 14
<PAGE>

      rate for the year of Employee's death. ADLT acknowledges that such a
      policy is currently in effect and such policy will remain in effect until
      earlier of (x) July 30, 2007 or (y) the date on which the Loan Amount has
      been paid in full.

(e)   "Permanent disability" means 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.

(f)   In the event this Employment Agreement is terminated with cause, before
      the end of the term, ADLT may, in its sole discretion, notify Employee
      that ADLT intends to continue to pay all compensation, benefits and monies
      due under the terms of the Employment Agreement for the remainder of the
      term; provided, however, that amounts payable to Employee may be offset
      against any outstanding amount of principal and interest of loans from
      ADLT to Employee. In such event, and provided ADLT continues to make such
      payments or offset such amounts, Employee shall continue to be bound by
      the terms of the non-competition provisions in Section 7 hereof, during
      the remainder of the term and for a period of two (2) years immediately
      following the stated term of the Agreement.

(g)   "Change of Control" as used in this Agreement means such time as (i) (a) a
      "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of
      the Securities Exchange Act of 1934, as amended [the "Exchange Act"])
      becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 under
      the Exchange Act) of more than 35% of the total voting power of ADLT on a
      fully diluted basis and (b) such ownership represents a greater percentage
      of the total voting power of the voting stock of ADLT, on a fully diluted
      basis, than may then be voted by (I) Saratoga Lighting Holdings LLC or any
      person, directly or indirectly, controlling, controlled by or under common
      control with Saratoga Lighting Holdings LLC (the "Saratoga Group"), (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) voting stock of ADLT representing a majority of
      the voting power of the voting stock owned by such group (the "Existing
      Stockholders") and (III) the five individuals who were the most highly
      compensated officers or employees of ADLT and its subsidiaries, taken as a
      whole, for the most recently ended fiscal year of ADLT (the "Executive
      Managers") on such date; 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 35% of
      the total voting power of ADLT on a fully diluted basis; or (ii)
      individuals who on the date of this Agreement (or within 120 days
      thereafter as contemplated by ADLT's plan of reorganization) constitute
      the Board of Directors (together with any new or successor directors whose
      election by the Board of Directors or whose nomination by the Board of
      Directors for election by ADLT's stockholders was approved by a vote

                                                                    Page 5 of 14
<PAGE>

            of at least two-thirds of the members of the Board of Directors on
            the date of their election or nomination) cease for any reason to
            constitute a majority of the members of the Board of Directors then
            in office.

7.    COVENANTS REGARDING NON-COMPETITION AND CONFIDENTIAL INFORMATION.

      (a)   Non-Competition.

            (i)   Recognizing that Employee will have been involved as an
                  executive officer of ADLT and that ADLT and its affiliates,
                  are engaged in the supply of products and/or services in every
                  state of the United States and internationally, therefore,
                  upon termination of his employment by ADLT or its
                  subsidiaries, whether such termination is initiated by ADLT or
                  Employee and whether at the expiration of the term of this
                  Employment Agreement or otherwise, for any reason, he agrees
                  that he will not, for a period of TWO (2) YEARS immediately
                  following such termination, engage, in the United States or in
                  any country where ADLT or any of its subsidiaries or
                  affiliates conduct business, either directly or indirectly on
                  behalf of himself or on behalf of an another, as an employee,
                  consultant, director, partner or shareholder (other than with
                  respect to holding up to one percent (1%) of a publicly traded
                  corporation) of any corporation, limited liability company,
                  partnership or other business entity, in any business of the
                  type and character or in competition with the business carried
                  on by ADLT or any of its subsidiaries or affiliates (as
                  conducted on the date Employee ceases to be employed by ADLT
                  in any capacity).

            (ii)  Employee will not, for a period of TWO (2) YEARS immediately
                  following the termination of his employment by ADLT or its
                  subsidiaries, whether such termination is initiated by ADLT or
                  Employee and whether at the expiration of the term of this
                  Employment Agreement or otherwise, either directly or
                  indirectly or on behalf of another, as an employee,
                  consultant, director, partner or shareholder (other than with
                  respect to holding up to one percent (1%) of a publicly traded
                  corporation) of any corporation, limited liability company,
                  partnership or other business entity, recruit, hire or
                  otherwise entice any employee(s) of ADLT or its subsidiaries
                  or affiliates, to terminate his or her employment with ADLT or
                  to accept employment with anyone or any entity other than
                  ADLT.

            (iii) Employee will not, for a period of TWO (2) YEARS immediately
                  following the termination of his employment by ADLT or its
                  subsidiaries, whether such termination is initiated by ADLT or
                  Employee and whether at the expiration of the term of this
                  Employment Agreement or otherwise, either directly or

                                                                    Page 6 of 14
<PAGE>

            indirectly or on behalf of another, as an employee, consultant,
            director, partner or shareholder (other than with respect to holding
            up to one percent (1%) of a publicly traded corporation) of any
            corporation, limited liability company, partnership or other
            business entity, solicit, do business with or employ any current or
            former employee of ADLT, or any of its subsidiaries or affiliates,
            or any customer or client of ADLT in connection with any business of
            the type and character or in competition with the business carried
            on by ADLT or any of its subsidiaries or affiliates (as conducted on
            the date Employee ceases to be employed by ADLT in any capacity)

      (iv)  Employee will not, directly or indirectly, disclose, divulge,
            discuss or copy to or for any person or entity, or otherwise use or
            suffer to be used in any manner or for any purpose, except for the
            benefit of ADLT or any of its subsidiaries or affiliates, any ideas,
            methods, customer lists or other customer information, business
            plans, product research or engineering data or other trade secrets,
            intellectual property, or any other confidential or proprietary
            information of ADLT or any of its subsidiaries or affiliates, it
            being acknowledged by Employee that all such information regarding
            the business of ADLT or its subsidiaries or affiliates conceived,
            suggested, developed, compiled or obtained by or furnished to
            Employee while Employee shall have been employed by or associated
            with ADLT or its subsidiaries or affiliates is confidential
            information and ADLT's or its subsidiaries' or affiliates' exclusive
            property. Employee's obligations under this Section 7(a)(iv) will
            not apply to any information which (A) is known to the public other
            than as a result of Employee's acts or omissions, (B) is approved
            for release, in writing, by ADLT, (C) was available, or becomes
            available, to Employee on a non-confidential basis independent of
            its disclosure to Employee by ADLT, but only if the source of such
            information is not bound by the provisions of this Agreement or
            otherwise prohibited by a contractual, legal or fiduciary obligation
            from disclosing Confidential Information to Employee or Employee's
            Representatives or (D) Employee is required, in the opinion of legal
            counsel, to disclose by law, regulation, or governmental or court
            order, provided that ADLT is given, to the extent that it is
            practicable, reasonable advance notice of any court proceeding and
            an opportunity to contest disclosure or obtain an appropriate
            protective order, at no cost to Employee but with Employee's
            reasonable cooperation. The Employee shall have the burden of proof
            as to whether any of the foregoing exceptions apply to any
            disclosure or proposed disclosure of Confidential Information.

(b)   Employee expressly agrees and understands that the remedy at law for any
      breach by him of this Section 7 will be inadequate and that the damages
      flowing from such breach are not readily susceptible to being measured in
      monetary terms. Accordingly, it is acknowledged that upon adequate proof
      of Employee's violation of any legally enforceable provision of this
      Section 7, ADLT shall be entitled to immediate injunctive relief and may
      obtain a temporary order restraining any

                                                                    Page 7 of 14
<PAGE>

            threatened or further breach. Nothing in this Section 7 shall be
            deemed to limit ADLT's remedies at law or in equity for any breach
            by Employee of any of the provisions of this Section 7 which may be
            pursued or availed of by ADLT or any of its affiliates including but
            not limited to ADLT. Employee and Company have carefully read and
            considered the provisions of this Section 7 and, having done so,
            agree that the restrictions set forth are fair and reasonable and
            are reasonably required for the protection of the interests of
            Company. In the event that any provision of this Section 7 shall be
            held to be unenforceable because of the duration of such provision
            or area covered thereby, Employee and Company expressly agree that
            any court making such determination shall have the power to reduce
            the duration and/or area of such provision and, in its reduced form,
            said provision shall then be enforceable.

      (b)   In the event Employee shall violate any legally enforceable
            provision of this Section 7 as to which there is a specific time
            period during which he is prohibited from taking certain actions or
            from engaging in certain activities as set forth in such provision
            then, in such event, such violation shall toll the running of such
            time period from the date of such violation until such violation
            shall cease.

8.    RENEWAL.

      This Employment Agreement shall be automatically renewed for successive
      one (1) year periods, notwithstanding whether the initial terms of this
      Agreement was for a term other than one (1) year, unless and until ADLT or
      Employee delivers written notice to the other party of its intent to
      terminate this Employment Agreement upon completion of the current term.
      In the event Employee or ADLT desires to terminate this Employment
      Agreement upon completion of the current term, such terminating party must
      deliver written notice to the other party not later than three (3) months
      prior to the end of the term (or any successive term) of this Employment
      Agreement.

9.    SEVERABLE PROVISIONS.

      The provisions of this Employment Agreement are severable and if any one
      or more provisions may be determined to be illegal or otherwise
      unenforceable, in whole or in part, the remaining provisions and any
      partially unenforceable provision to the extent enforceable in any
      jurisdiction shall, nevertheless, be binding and enforceable.

                                                                    Page 8 of 14
<PAGE>

10.   ARBITRATION.

      Any controversy or claim arising out of or relating to this Employment
      Agreement, or the breach thereof, shall be settled by arbitration by a
      single arbitrator in the City of Solon, State of Ohio, in accordance with
      the Rules of the American Arbitration Association, and judgment upon the
      award rendered by the Arbitrator may be entered in any court having
      jurisdiction thereof. The Arbitrator shall be deemed to possess the powers
      to issue mandatory orders and restraining orders in connection with such
      arbitration; provided, however, that nothing in this Section 10 shall be
      construed so as to deny ADLT the right and power to seek and obtain
      injunctive relief in a court of equity for any breach or threatened breach
      of Employee of any of his covenants contained in Section 7 hereof.

11.   NOTICES

      (a)   Each notice, request, demand or other communication ("NOTICE") by
            either party to the other party pursuant to this Employment
            Agreement shall be in writing and shall be personally delivered or
            sent by U.S. certified mail, return receipt requested, postage
            prepaid, or by nationally recognized overnight commercial courier,
            charges prepaid, or by facsimile transmission (but each such Notice
            sent by facsimile transmission shall be confirmed by sending a copy
            thereof to the other party by U.S. mail or commercial courier as
            provided herein no later than the following business day), addressed
            to the address of the receiving party or to such other address as
            such party shall have communicated to the other party in accordance
            with this Section. Any Notice hereunder shall be deemed to have been
            given and received on the date when personally delivered, on the
            date of sending when sent by facsimile, on the third business day
            following the date of sending when sent by mail or on the first
            business day following the date of sending when sent by commercial
            courier.

      (b)   If a Notice is to ADLT, then such Notice shall be addressed to
            Advanced Lighting Technologies, Inc., 32000 Aurora Road, Solon,
            Ohio, attention of the Board of Directors.

      (c)   If a Notice is to Employee, then such Notice shall be addressed to
            Employee at his home address last known on the payroll records of
            ADLT.

12.   WAIVER.

      The failure of either party to enforce any provision or provisions of this
      Employment Agreement shall not in any way be construed as a waiver of any
      such provision or provisions as to any future violations thereof, nor
      prevent that party thereafter from enforcing each and every other
      provision of this Employment Agreement. The rights granted the parties
      herein are cumulative and the waiver of any single remedy shall not
      constitute a waiver of such party's right to assert all other legal
      remedies available to it under the circumstances.

                                                                    Page 9 of 14
<PAGE>

13.   MISCELLANEOUS.

      This Employment Agreement supersedes all prior agreements and
      understandings between the parties and may not be modified or terminated
      orally. No modification, termination or attempted waiver shall be valid
      unless in writing and signed by the party against whom the same it is
      sought to be enforced, and unanimously approved by the non-executive
      members of the board of directors of ADLT.

14.   GOVERNING LAW.

      This Employment Agreement shall be governed by and construed according to
      the laws of the State of Ohio.

      IN WITNESS WHEREOF, the parties have executed this Employment Agreement on
the day and year first set forth above.

WITNESS:                                   ADVANCED LIGHTING TECHNOLOGIES, INC.

By: _________________________________      By: /s/ Sabu Krishnan
                                               --------------------------------
Name: _______________________________      Name: Sabu Krishnan
                                           Its:  Chief Operating Officer

By: _________________________________      /s/ Wayne R. Hellman
                                           ------------------------------------
      Name: _________________________      WAYNE R. HELLMAN

                                                                   Page 10 of 14
<PAGE>

                                    EXHIBIT A
                               (BONUS AND OPTIONS)

EMPLOYEE: Wayne R. Hellman
BASE SALARY: $300,000.00

I. BONUS SCALE:

Employee shall be eligible for a bonus, as a percentage of Employee's base
salary, contingent upon ADLT's achieving certain financial targets (Base, Goal
and Superior) measured in terms of ADLT's Adjusted EBITDA (after accruing the
applicable bonus) for each fiscal year pursuant to the following scale:

<TABLE>
<S>                         <C>                                  <C>
FY 2004 (7/1/03-6/30/04)          EBITDA (ADJUSTED) *            BONUS (% OF BASE SALARY)
No Bonus                          Below $23,500,000.00                      --
Base                                 $23,500,000.00                         50%
Goal                                 $25,000,000.00                        100%
Superior                             $27,000,000.00                        150%
FY 2005 (7/1/04-6/30/05)          EBITDA (ADJUSTED)**            BONUS (% OF BASE SALARY)
No Bonus                           Below $26,000,000                        --
Base                                 $   26,000,000                         50%
Goal                                 $   27,300,000                        100%
Superior                             $   29,000,000                        150%
FY 2006 (7/1/05-6/30/06)    (To be determined by the
                            Compensation Committee of ADLT)
FY 2007 (7/1/06-6/30-07)    (Bonus, payable on or before July
                            30, 2007, to be determined by the
                            Compensation Committee of ADLT)
</TABLE>

* Bonus increase in FY 2004 will be on a sliding scale whereby the percentage of
base salary bonus will increase proportionally based on the amount by which ADLT
exceeds one financial target but falls short of a higher financial target. For
example: If ADLT has an adjusted EBITDA in FY 2004 of $26,000,000.00 (which
amount is the midpoint between the Goal and Superior targets) then Employee
would be entitled to a bonus of 125% (100% + an additional 25%).

**Bonus in FY 2005 will be on a sliding scale whereby the percentage of base
salary bonus will increase proportionally based on the amount by which ADLT
exceeds one financial target but falls short of a higher financial target. For
example: If ADLT has an adjusted EBITDA in FY2005 of $26,650,000.00 (which
amount is the midpoint between the Base and Goal targets) then Employee would be
entitled to a bonus of 75% (50% + an additional 25%). If ADLT has an adjusted
EBITDA

                                                                   Page 11 of 14
<PAGE>

in FY 2050 of $28,150,000.00 (which amount is the midpoint between the Goal and
Superior targets) then Employee would be entitled to a bonus of 125% (100% + an
additional 25%).

II. ADDITIONAL BONUS

Subject to Section 6, Employee will receive additional bonuses of : (1) on July
1, 2004, $2,027,000 (of which an amount equal to the after-tax proceeds of such
additional bonus shall be applied to the outstanding loan by the Company to
Employee, with the remaining amount being, first, applied to required
withholding obligations of the Company and, second, any remaining amount,
withheld by the Company and paid to the respective tax authorities for
application to Employee's tax liability); and (2) on July 1, 2005, $2,027,000
(of which an amount equal to the after-tax proceeds of such additional bonus
shall be applied to the outstanding loan by the Company to Employee, with the
remaining amount being, first, applied to required withholding obligations of
the Company and, second, any remaining amount, withheld by the Company and paid
to the respective tax authorities for application to Employee's tax liability).

Subject to Section 6, if ADLT has EBITDA (Adjusted) of $31,000,000 for any four
consecutive fiscal quarters ending on or before June 30, 2007, then, on or
before September 30, 2006 (or such later date which is not more than 90 days
following the last day of the fourth fiscal quarter of such period), Employee
will receive an additional bonus equal to: (a) (i) one half of the Loan Amount1
(after application of the after-tax proceeds of Employee's FY2006 bonus pursuant
to I of this Exhibit A) or (ii) if the "Goal" bonus level is not achieved for
FY2006, one half of (x) the Loan Amount less (y) the amount by which (1) the
amount of after tax proceeds which would have been applied from the FY2006
"Goal" level bonus exceeds (2) the amount of any FY2006 bonus pursuant to I of
this Exhibit A which was actually applied to the Loan, divided by (b) (I) 1
minus (II) Employee's combined effective federal, state and local income tax
rates for 2006 (of which bonus, an amount equal to the after-tax proceeds of
such additional bonus shall be applied to the outstanding loan by the Company to
Employee, with the remaining amount being, first, applied to required
withholding obligations of the Company and, second, any remaining amount,
withheld by the Company and paid to the respective tax authorities for
application to Employee's tax liability).

Subject to Section 6, if ADLT has EBITDA (Adjusted) of $35,000,000 for any four
consecutive fiscal quarters ending on or before June 30, 2007, then, on or
before July 30, 2007, Employee will receive an additional bonus equal to: (a)
(i) the Loan Amount (after application of the after-tax proceeds of Employee's
FY2007 bonus pursuant to I of this Exhibit A) or (ii) if the "Goal" bonus level
is not achieved for both FY2006 and FY2007, the Loan Amount less the amount by
which (1) the amount of after tax proceeds which would have been applied upon
achievement of both the FY2006 and FY2007 "Goal" level bonuses exceeds (2) the
amount of any FY2006 and FY2007 bonuses pursuant to I of this Exhibit A which
was actually applied to the Loan divided by (b) (I) 1 minus (II) Employee's
combined effective federal, state and local income tax rates for 2007 (of which
bonus an amount equal to the after-tax proceeds of such additional bonus shall
be applied to the outstanding loan by the Company to Employee, with the
remaining amount being, first, applied

------------------
* "Loan Amount" at any date means the total of the unpaid principal and interest
on the Loan from ADLT to Employee pursuant to the Loan Agreement dated as of
October 8, 1998, as amended.

                                                                   Page 12 of 14
<PAGE>

to required withholding obligations of the Company and, second, any remaining
amount, withheld by the Company and paid to the respective tax authorities for
application to Employee's tax liability).

If there is a substantial capital transaction which has a substantial positive
effect on the value of ADLT, the Board of Directors of ADLT will consider
whether any unpaid additional bonus should be accelerated.

III. OPTIONS:

Employee shall participate in the ADLT equity compensation plan to the extent of
3.5% of the equity stock of ADLT on the date of this Agreement, which shall vest
in four (4) equal increments on the anniversary dates of the grant date.
Employee shall Participate in the ADLT 2005 Equity Incentive Plan to the extent
of 1.8% of the diluted Common Shares at the time of adoption of such Plan (22
shares). The shares will vest in accordance with the terms of the Award under
such Plan.

                                                                   Page 13 of 14
<PAGE>

                                    EXHIBIT B

                         WAYNE HELLMAN EMPLOYEE BENEFITS

-     Medical and Benefits offered to ADLT and Venture Solon employees

      -     Accidental Death & Dismemberment......2 x Annual Salary

      -     Mutual of Omaha Life Insurance - 2x Annual Salary

      -     Vision Plan

      -     Medical Insurance: United Health Care

      -     Dental Insurance: Cigna

      -     Short Term Disability

      -     Long Term Disability

      -     10 Paid Holidays

-     Paid Vacation in accordance with company policy; 20 days at Wayne
      Hellman's level of service

-     Quarterly dues paid at Barrington Country Club; current dues approximately
      $1500

                                                                   Page 14 of 14