Exhibit 10.4


 


CONFIDENTIAL
TREATMENT REQUESTED.  CONFIDENTIAL
 PORTIONS OF THIS DOCUMENT HAVE BEEN
REDACTED
 AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION.


 


FIBERSTARS
DEVELOPMENT AGREEMENT


 


This Fiberstars Development
Agreement (this “Fiberstars Development Agreement”)
is being entered into by and between Advanced Lighting Technologies, Inc., an
Ohio corporation, with offices at 32000 Aurora Road, Solon, Ohio 44139 and its
Affiliates (“ADLT”) and Fiberstars, Inc., a
California corporation, with offices at 32000 Aurora Road, Solon, Ohio 44139 (“FIBERSTARS”).  Each of
FIBERSTARS and ADLT is a “Party” and are “Parties” to this Fiberstars Development Agreement.


 


RECITALS


 


WHEREAS:


 


(a)                                  The Parties have entered into that certain
Master Services Agreement (the “Master Services Agreement”)
of even date herewith which, among other things, contemplates that the Parties
will enter into several ancillary agreements, including this Fiberstars
Development Agreement; and


 


(b)                                 The Parties desire that FIBERSTARS provide
certain consulting and development services to ADLT pursuant to the terms and
conditions of this Fiberstars Development Agreement.  The initial development services contemplated
by this Agreement are for the Projects (as defined below) including projects
related to that certain **** technology, a *** lamp and a *** lamp all as
further defined and described in Attachment A,
attached hereto.


 


NOW, THEREFORE, in consideration of the premises and the
covenants contained herein, intending to be legally bound, the Parties hereto
agree as follows:


 


1.              SCOPE.


 


This Fiberstars Development
Agreement and all attachments hereto is being entered into and is being made
pursuant to that Master Services Agreement to which this Fiberstars Development
Agreement is attached as Exhibit D and is incorporated therein by
reference.  Collectively, the Master
Services Agreement and its attached Ancillary Documents (as defined therein),
constitute the Agreement.  This
Fiberstars Development Agreement provides the terms and conditions under which FIBERSTARS
as the Supplying Party will perform certain development Services and provide
the Custom Deliverables hereunder to ADLT as the Purchasing Party, as more
fully described in this Fiberstars Development Agreement.


 










*** CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE COMMISSION


 





















 


2.              DEFINITIONS.


 


Capitalized terms used but
not otherwise defined in this Fiberstars Development Agreement shall have the
same meanings as provided in the Master Services Agreement.  For the purposes of this Fiberstars
Development Agreement, FIBERSTARS, hereinafter shall be the Supplying Party and
ADLT hereinafter shall be the Purchasing Party. 
Unless otherwise specified,
references to Sections are to Sections of this Fiberstars Development Agreement.  For purposes of this Fiberstars
Development Agreement, the following
terms shall have the respective meanings indicated below:


 


2.1.                  “Affiliates”
is defined in Section 3.4 of the Master Services Agreement.


 


2.2.                  “Agreement” is
defined in Section 1 of the Master Services Agreement.


 


2.3.                  “Ancillary Document(s)”
is defined in Section 1 of the Master Services Agreement.


 


2.4.                  “Background
IP” is defined in Section 15.1 of the Master Services Agreement.


 


2.5.                  “Change Order”
is defined in Section 3.10 of the Master Services Agreement.


 


2.6.                  “Commencement Date”
is defined in Section 3.12 of the Master Services Agreement.


 


2.7.                  “Confidential Information”
is defined in Section 3.13 of the Master Services Agreement.


 


2.8.                  “Custom Deliverable(s)”
is defined in Section 3.15 of the Master Services Agreement.


 


2.9.                  “Deliverable(s)”
is defined in Section 3.16 of the Master Services Agreement.


 


2.10.           “Developed IP” means, collectively, all
Custom Deliverables, together with all inventions, original works of authorship,
artwork, photographs, developments, concepts, know-how, improvements and trade
secrets which are made by FIBERSTARS (solely or jointly with others) within the
scope of and during the period in which FIBERSTARS provides Services to ADLT
under this Fiberstars Development Agreement.


 


2.11.           “Fiber Optic Lighting Applications” shall
mean any lighting applications involving remote source lighting and either (i)
fiber optics, or (ii) light pipes, or (iii) other light guides.


 


2.12.           “Fiberstars Development Term” is defined in Section 7.1.


 


2.13.           “Filing(s)” is defined in Section 5.5.


 


2.14.           “Intellectual Property
Right(s)” is defined in Section 3.25 of
the Master Services Agreement.


 


2.15.           “IP Indemnitor” and “IP Indemnitee” is defined in Section 12.2
of the Master Services Agreement.


 


2





















 


2.16.            “Master Services Agreement” is defined in the recitals.


 


2.17.           “Non-Conformance” is defined in Section 3.6.


 


2.18.           “Periodic Payment(s)” are defined and set forth in Attachment B to this Fiberstars
Development Agreement.


 


2.19.           “Project(s)”
is defined in the recitals and is further defined and described in Attachment A
to this Fiberstars Development Agreement.


 


2.20.           “Purchasing Party” is defined in Section
3.41 of the Master Services Agreement.


 


2.21.           “Quarterly Notice” is the document delivered to FIBERSTARS in
substantially the form attached hereto as Attachment C
at the beginning of each calendar quarter after the Quarterly Review by ADLT
(as made effective upon signature by ADLT’s authorized representative), which
shall provide, among other things: (i) ADLT’s authorization to continue the
Services and Custom Deliverables hereunder as scheduled and described in one or
more milestones for the forthcoming calendar quarter; (ii) ADLT’s confirmation
of the Periodic Payments associated with the performance and delivery of the
Services and Custom Deliverables in the forthcoming calendar quarter pursuant
to Section 4.1; or (iii) in the alternative provide FIBERSTARS notice of
termination or suspension of the Services and Custom Deliverables pursuant to
the Section 3.2 and the other terms and conditions of this Fiberstars
Development Agreement.


 


2.22.           “Quarterly Review”
is defined in Section 3.2.


 


2.23.           “Services”
notwithstanding the definition of Services found in the Master Services
Agreement, as used herein Services are defined in Attachment A
hereto.


 


2.24.           “Statement(s) of Work”
or “SOW” is defined in Section 3.45 of the
Master Services Agreement.


 


2.25.           “Specification(s)” is defined in Section 3.44 of the Master Services
Agreement.


 


2.26.           “Supplying Party”
is defined in Section 3.47 of the Master Services Agreement.


 


2.27.           “Term” is
defined in Section 21 of the Master Services Agreement.


 


2.28.           “Termination by Non-Renewal”
is defined in Section 7.3(c).


 


2.29.           “Termination for
Convenience” is defined in Section 7.2.


 


2.30.           “Termination for Default”
is defined in Section 22.2 of the Master Services Agreement.


 


3





















 


3.              OBLIGATIONS OF FIBERSTARS.


 


3.1.                  Services and Deliverables. 
During the Fiberstars Development Term and subject to the terms and
conditions of this Fiberstars Development Agreement, FIBERSTARS will perform
the Services described on the SOW attached hereto as Attachment A (for
the purposes of this Fiberstars Development Agreement, the “Services”), and will provide to ADLT the related Custom
Deliverables in connection therewith, in accordance with the terms and
conditions of this Fiberstars Development Agreement.  The Services and the related Custom
Deliverables set forth on Attachment A shall be scheduled and divided into
monthly and quarterly milestones (as applicable) for the Projects beginning on
the Commencement Date and up through December 31, 2006.  All Deliverables provided hereunder shall be
considered Custom Deliverables under the Agreement.  FIBERSTARS shall perform all Services
hereunder and provide the Custom Deliverables in compliance with the
Specifications, as set forth and mutually agreed under a SOW issued hereunder
or as amended by a Change Order. 
Notwithstanding anything herein or in the Master Services Agreement to
the contrary, no Change Order issued under this Fiberstars Development
Agreement, other than termination pursuant to Section 3.2 hereof, shall be
effective unless executed by both Parties’ chief executive officers or by both
Parties’ designated and authorized representatives.


 


3.2.                  Quarterly Reviews; Quarterly Notice to
Continue, Suspend or Terminate.  Not less than fifteen (15) days prior to the
end of each calendar quarter, the Parties shall meet together to review the
results of the Services and the Custom Deliverables delivered by FIBERSTARS
over the course of such calendar quarter (“Quarterly Review”).  Within five (5) business days after each
Quarterly Review, in addition to its other rights (including a Termination for
Convenience) ADLT  shall have the right
to immediately terminate, suspend or continue the Services and Custom
Deliverables for the forthcoming calendar quarter by providing FIBERSTARS
notice in its Quarterly Notice which shall explicitly indicate and provide, as
applicable: 


 


(a)                    ADLT’s termination of this FIBERSTARS
Development Agreement;


 


(b)                   ADLT’s notice of suspension of the Services
and Custom Deliverables which shall include a good faith estimate regarding the
expected date of recommencement; or


 


(c)                    ADTL’s authorization to continue the Services
and Custom Deliverables hereunder as scheduled and described for the
forthcoming calendar quarter and the corresponding Periodic Payments therewith.


 


In the case of an
authorization to continue the Services and Custom Deliverables (under Section
3.2(c)), the Parties may by mutual consent amend the Services, Custom
Deliverables, Periodic Payments, scheduled milestone dates, or any other term
hereunder by attaching a Change Order (executed pursuant to Section 3.1) to the
Quarterly Notice.


 


Upon receipt of Quarterly
Notice providing for termination under Section 3.2(a), FIBERSTARS shall
immediately cease all Services and Custom Deliverables which termination shall
be considered a Termination for Convenience with all Periodic Payment


 


4





















 


and amounts owed by ADLT
treated as such under Section 7.3.  In
case of a suspension under Section 3.2(b), FIBERSTARS shall immediately cease
all Services and Custom Deliverables and ADLT shall immediately pay all
Periodic Payments or amounts owed to FIBERSTARS as if such suspension was a
Termination for Convenience under Section 7.3(b).


 


3.3.                  Facilities and Personnel.  FIBERSTARS
shall furnish all of the facilities, equipment and personnel needed for FIBERSTARS
to perform the Services.  To the extent
that the Services and the Custom Deliverables require an interface with ADLT
Equipment or products then ADLT shall provide such assistance and technical
support, at ADLT’s own cost, as may be necessary to facilitate and enable FIBERSTARS
to perform the Services.


 


3.4.                  Project Management and Routine Progress
Reports.  FIBERSTARS will manage the Services to be
performed hereunder.  ADLT will provide
assistance to FIBERSTARS on an as-needed basis and according to the terms of
this Fiberstars Development Agreement. 
In addition to the Quarterly Review, FIBERSTARS will conduct periodic
joint status meetings with ADLT, which meetings will cover the current status
of the Services, indicate the progress of the work being performed (including
any Custom Deliverable in progress), estimate the time required for completion
of the applicable Services and Custom Deliverables, and identify actual and
anticipated problem areas, the impact thereof on FIBERSTARS’ work effort, and
the actions being taken and recommended to be taken to remedy such
problems.  On or before the tenth (10th)
day of each month during the Fiberstars Development Term, FIBERSTARS will also
provide monthly written progress reports on the work performed during the
preceding month, and the status of the Services.


 


3.5.                  Technical Input. 
Questions, comments, or other technical communication between ADLT and FIBERSTARS
may be via facsimile, telephone, e-mail, or mail, or such other mutually
acceptable form of communication.  ADLT
shall designate a person to respond to information requests from FIBERSTARS,
and such person shall respond promptly to FIBERSTARS.


 


3.6.                  Delivery, Acceptance and Rejection.  FIBERSTARS
shall perform the Services and deliver to ADLT the Custom Deliverables on the
applicable milestone delivery dates scheduled on Attachment A in
accordance with the Specifications. 
Within fifteen (15) days of ADLT’s receipt of the applicable Custom
Deliverables, FIBERSTARS shall provide a written report which shall contain in
reasonable detail FIBERSTARS’ evaluation of such Custom Deliverable, including
the status and results from any tests, inspections or evaluations and/or any
problems or other issues or concerns related to such Custom Deliverable and the
development thereof.  ADLT will have five
(5) business days upon receipt of FIBERSTARS’ report to reject the Custom
Deliverable by delivering to FIBERSTARS a written statement describing a
failure of the Custom Deliverable to comply in one or more material respects
with the Specifications (a “Non-Conformance”);
if ADLT has not delivered its notice of Non-Conformance to FIBERSTARS after the
fifth (5th) business day of receipt of FIBERSTARS’ report, ADLT will be deemed
to have given its Acceptance to the Custom Deliverable.  In case


 


5





















 


of rejection, upon receipt
of ADLT’s notice of Non-Conformance, FIBERSTARS will correct the specified
Non-Conformance so that it conforms to the Specifications, and redeliver the
Custom Deliverable for Acceptance.  ADLT
will provide reasonable information, as requested by FIBERSTARS, to assist in
correcting the Non-Conformance.  Upon redelivery
of the Custom Deliverable by FIBERSTARS, ADLT will then have an additional
fifteen (15) business days to determine whether the resubmitted Custom
Deliverable meets the Specifications or to reject such Custom Deliverable, in
accordance with the above described procedures. 
All risk of damage and loss in connection with a Custom Deliverable
shall pass to ADLT upon delivery of such Custom Deliverable to the address or
location specified by ADLT.


 


3.7.                  LIMITED WARRANTY.  EXCEPT
AS OTHERWISE EXPLICITLY STATED IN SECTION 6, NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THE MASTER SERVICES AGREEMENT, THE SERVICES AND DEVELOPED IP
PROVIDED BY FIBERSTARS HEREUNDER ARE PROVIDED ON AN “AS IS”
BASIS, WITHOUT WARRANTY.  FIBERSTARS
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
WARRANTY OF NON-INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, REGARDING SUCH SERVICES AND DEVELOPED IP.


 


4.              FEES, EXPENSES, ACCOUNTING AND
PAYMENTS.


 


4.1.                  Development Fees. As consideration for the Services and
Custom Deliverables to be provided by FIBERSTARS, ADLT shall pay to FIBERSTARS the
Periodic Payments and other amounts set forth on Attachment B, at
the times scheduled therein.  The Parties
shall schedule the Periodic Payments and other amounts set forth on Attachment B
and the corresponding Services and Custom Deliverables for the Projects into
monthly and quarterly milestones so that the total Periodic Payments and other
amounts owed by ADLT in any applicable calendar quarter do not exceed $***,
unless otherwise stated in the applicable Quarterly Notice for such calendar
quarter, or as may be authorized in such other written form as may be mutually
agreed upon by the Parties.


 


4.2.                  Expenses.  Notwithstanding anything
contrary in the Master Services Agreement, the Parties may agree in writing to
reimburse certain expenses incurred by FIBERSTARS under this Fiberstars
Development Agreement.


 


4.3.                  Payment. ADLT shall pay the Periodic Payments and other amounts owed to FIBERSTARS
under Sections 4.1 and 4.2 above pursuant to receipt of an Invoice, except as
otherwise specified on Attachment A.  Invoices shall be submitted by FIBERSTARS upon
delivery of the Custom Deliverable pursuant to the applicable milestone dates
set forth on Attachment B or as may otherwise agreed by the Parties
in writing.


 










*** CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE COMMISSION


 


6





















 


4.4.                  Accounting.  Each of the Parties shall keep proper documentation of all transactions,
including payments and expenses related to this Fiberstars Development
Agreement and shall keep its books, records and accounts in accordance with
generally accepted accounting principles consistently applied.


 


5.              OWNERSHIP, LICENSES AND
ASSIGNMENT.


 


5.1.                  Ownership of Developed IP.  All
Developed IP belongs exclusively to ADLT, and is owned exclusively by
ADLT.  All Custom Deliverables and
Developed IP made


 


5.2.                  hereunder are “works made for hire” (to the
greatest extent permitted by applicable law) belonging to ADLT.  FIBERSTARS shall have no right, title or
interest in or to any of the Custom Deliverables or Developed IP except as
expressly set forth in this Fiberstars Development Agreement and in the Cross
License Agreement of even date herewith.


 


5.3.                  License to Developed IP.  ADLT
acknowledges that pursuant to that certain Cross License Agreement of even date
herewith executed between the Parties as a part of the Agreement, ADLT have
granted to the FIBERSTARS certain rights and licenses to the Developed IP.


 


5.4.                  Assignment and Further Assurances.  FIBERSTARS
hereby assigns to ADLT all worldwide right, title and interest that FIBERSTARS may
have or acquire in the Custom Deliverables and the Developed IP, subject to FIBERSTARS’
and/or its licensors’ ownership of the Background IP set forth in Section 5.4
below.  Subject to the terms and
conditions of this Fiberstars Development Agreement, FIBERSTARS shall use
commercially reasonable efforts to take such actions as ADLT may reasonably
request required to vest ADLT with ownership rights in the Custom Deliverables
and the Developed IP, including without limitation ensuring that any
Subcontractors employed by FIBERSTARS in connection with this Agreement, take such
actions as may be required to vest ADLT with such ownership.  ADLT will pay all reasonable costs associated
therewith.


 


5.5.                  Ownership of Background IP. 
Notwithstanding any other provision in this Fiberstars Development
Agreement, ADLT and Fiberstars agree that all Background IP is owned
exclusively by FIBERSTARS, subject to the license expressly granted to ADLT in
the Cross License Agreement.


 


5.6.                  Patent Filings.  The
Parties shall cooperate with each other in all Filings.  “Filing” means
the submission of any documentation, application, filing, registration or the
like required to perfect or, with respect to copyright registrations, to
enforce, the ADLT’s interest in the Developed IP under statutory Intellectual
Property Rights protection mechanisms, including, without limitation, any
communication with any patent or


 


7





















 


copyright office or other
governmental entities with respect thereto. 
ADLT shall bear all expenses with respect to all Filings.


 


6.              NON-INFRINGEMENT OF THIRD PARTY
IP.


 


6.1.                  Limited Warranty of Non-Infringement.  In
addition to FIBERSTARS’ representations and warranties as a Supplying Party
under the Master Services Agreement, FIBERSTARS represents and warrants that to
the best of its knowledge none of the Services, Custom Deliverables, Developed
IP or Background IP provided under this Fiberstars Development Agreement do or
will at any time infringe upon any of the Intellectual Property Rights or other
proprietary rights of any third party.


 


6.2.                  Limited Indemnity for Infringement.  In
addition to its other obligations to indemnify the IP Indemnitee under the
Master Services Agreement, FIBERSTARS shall, at its sole cost, indemnify, hold
harmless and defend ADLT (with counsel reasonably approved by ADLT), and its
affiliates, shareholders, directors, officers, employees and agents from and
against any loss, cost, liability or claim by any third party (including
without limitation court costs and reasonable fees of attorneys and other professionals)
arising out of or related to the breach of the foregoing representation and
warranty.  FIBERSTARS’ obligations under
this Section 6.2 are contingent upon (a) ADLT giving prompt written notice to
FIBERSTARS of any such claim, (b) ADLT allowing FIBERSTARS to control the
defense and any related settlement, and (c) ADLT furnishing FIBERSTARS with all
necessary information and reasonable assistance in the defense of any such
claim.


 


6.3.                  Exclusions.  FIBERSTARS shall not be
obligated to indemnify ADLT under this Section 6.2 to the extent that such
third party claim results from: (i) FIBERSTARS’ compliance with designs or
Specifications provided and approved in writing by ADLT; (ii) use by ADLT of
the Custom Deliverables in combination with other products not supplied by or
designated by FIBERSTARS to the extent that such claim would not have occurred
but for such combination; or (iii) ADLT’s modifications of the Custom
Deliverables made without the express authorization of FIBERSTARS; but, only to
the extent that such claim would have been avoided but for such modifications.


 


7.              TERM AND TERMINATION.


 


7.1.                  Term.  The term of this Fiberstars
Development Agreement (“Fiberstars Development
Term”) shall be for the Term as defined in the Master Services
Agreement and shall be automatically renewed as set forth therein as part of
the Agreement, except as may be terminated by the Parties according to their
rights under the Agreement, including this Fiberstars Development Agreement,
the Master Services Agreement and the ADLT Development Agreement.


 


7.2.                  Termination for Convenience. 
Notwithstanding anything herein or in the Master Services Agreement to
the contrary, in addition to its other rights (including its rights under
Section 3.2), ADLT shall have the right to specifically terminate this
Fiberstars


 


8





















 


Development Agreement for
convenience upon ninety (90) days’ prior written notice of termination (“Termination for Convenience”).


 


7.3.                  Consequences of Termination. 
Notwithstanding anything herein or in the Master Services Agreement to
the contrary, upon a termination of this Fiberstars Development Agreement, ADLT
shall be obligated to pay FIBERSTARS:


 


(a)                    In the case of termination due to a material
breach by FIBERSTARS of this Fiberstars Development Agreement or Termination
for Default of the Agreement (for FIBERSTARS’s default), the lesser of (a) an
amount equal to the total percentage of the Services and Custom Deliverables
completed hereunder multiplied by the aggregate fees to be paid by ADLT as set
forth on Attachment B, less amounts previously paid by ADLT, or (b)
an amount equal to the number of hours worked by FIBERSTARS hereunder
multiplied by FIBERSTARS’ standard hourly rate, as set forth in Attachment B
or as mutually agreed in writing between the Parties;


 


(b)                   In case of termination by Termination for
Convenience by ADLT of this Fiberstars Development Agreement, ADLT shall pay to
Fiberstars the greater of (a) an amount equal to the total percentage of the
Services and Custom Deliverables completed hereunder multiplied by the
aggregate fees to be paid by ADLT as set forth in Attachment B, less amounts
previously paid by ADLT, or (b) an amount equal to the number of hours worked
by FIBERSTARS hereunder multiplied by FIBERSTAR’s standard hourly rate, as set
forth in Attachment B, or as mutually agreed in writing between the
Parties; or


 


(c)                    In case of a termination by way of notice of
non-renewal, all Periodic Payments owed to FIBERSTARS prior to the effective
date of such termination (“Termination by Non-Renewal”).


 


In case of a Termination for
Convenience or for Termination by Non-Renewal, ADLT also shall be liable to
FIBERSTARS for all materials and reasonable out-of-pocket expenses procured or
incurred by FIBERSTARS (if not covered under the Periodic Payments) in order to
fulfill its obligations under this Fiberstars Development Agreement prior to
the effective date of termination; provided, however, FIBERSTARS shall use
commercially reasonable efforts to mitigate any further expenses chargeable to
ADLT under this FIBERSTARS Development Agreement and, with respect to any
termination pursuant to Section 3.2 hereof, ADLT shall not be liable for such
costs and expenses in excess of US$***. 
Notwithstanding anything herein or in the Agreement to the contrary,
upon a Termination for Convenience by ADLT of this Fiberstars Development
Agreement, FIBERSTARS shall have the right to immediately terminate the ADLT
Development Agreement, without penalty or prejudice; all amounts owed by


 










*** CONFIDENTIAL MATERIAL
REDACTED AND SEPARATELY FILED WITH THE COMMISSION


 


9





















 


FIBERSTARS under the ADLT
Development Agreement shall be treated under Section 7.3 of the ADLT
Development Agreement as if such termination was a Termination for Convenience
as defined under the ADLT Development Agreement.


 


7.4.                  Obligations upon Termination.  Upon
any termination of this Fiberstars Development Agreement, including by
Termination for Convenience, the provisions of Sections 2, 3.7, 5, 6, 7.3 and
7.4 shall remain in full force and effect. 
Upon expiration or termination of this Fiberstars Development Agreement,
each Party will immediately discontinue use of the other Party’s Confidential
Information provided to it hereunder. 
Promptly thereafter, but in any event not to exceed ten (10) days, each
Party will destroy or deliver to the other Party all copies of materials
containing such Confidential Information and certify such destruction or return
in writing.  In addition, FIBERSTARS shall
promptly deliver 

to ADLT all Custom Deliverables (as then-completed) and Developed IP then in FIBERSTARS’
possession, together with copies of the associated Background IP.


 


8.              GENERAL PROVISIONS.


 


Made a part of, and
incorporated by reference to this Fiberstars Development Agreement is the
attached Attachments A, B and C. 
This Fiberstars Development Agreement and the Orders issued hereunder
shall be governed by the Master Services Agreement, including such provisions
covering confidentiality, assignment, governing law, headings, waiver,
approval, amendment and other provisions. 
Unless otherwise specified hereunder, the terms of the Master Services
Agreement shall take precedence and control.


 


IN WITNESS WHEREOF, the Parties hereto have caused this
Fiberstars Development Agreement to be executed and delivered and have affixed
their corporate seals under the hand of their duly authorized representative
for that purpose.


 


	
  FIBERSTARS, INC.

  	
  ADVANCED LIGHTING

  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ John M. Davenport

  	
   

  	
  By:

  	
  /s/ Wayne Vespoli

  	
   

  
	
  [signature]

  	
  [signature]

  
	
   

  	
   

  
	
  Name:

  	
    John
  M. Davenport

  	
   

  	
  Name:

  	
    Wayne
  Vespoli

  	
   

  
	
  Title:

  	
      CEO

  	
   

  	
  Title:

  	
      EVP

  	
   

  
	
  Date:

  	
       September 19, 2005

  	
   

  	
  Date:

  	
       September 19, 2005

  
													



 


 


10





















 


ATTACHMENT
A


STATEMENT
OF WORK


This is Attachment A to the
Fiberstars Development Agreement. 
Capitalized terms used but not defined in this attachment have the same
meanings as provided in the Agreement. 
Subject to the terms and conditions of the Fiberstars Development
Agreement, the Services and Custom Deliverables to be performed for and
provided to ADLT by Fiberstars shall include the following:


 


 


Project # 1:  *** Lamps


 


***


 


<<The rest of this page left intentionally blank>>


 


 










*** CONFIDENTIAL MATERIAL REDACTED AND
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Project #2  *** Lighting


 


***


 


 


Project #3  *** Lamp


 


***


 


 


Project #4  *** lamp


 


***


 


(The rest of this page
left blank intentionally)


 


 










*** CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE COMMISSION


 


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Project
#5  Increased *** efficiency


 


***


(The
rest of this page intentionally left blank)


 


 










*** CONFIDENTIAL MATERIAL REDACTED AND
SEPARATELY FILED WITH THE COMMISSION


 


13





















 


ATTACHMENT
B TO FIBERSTARS DEVELOPMENT AGREEMENT


 


MILESTONES
AND DEVELOPMENT FEES


 


 


***


 


 










*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE COMMISSION


 


14





















 


ATTACHMENT
C TO FIBERSTARS DEVELOPMENT AGREEMENT


 


QUARTERLY
NOTICE


 


This Quarterly Notice is
being issued by Advanced Lighting Technologies, Inc, an Ohio corporation (“ADLT”) pursuant to the Quarterly Review as set forth in
Section 3.2 of that certain FIBERSTARS Development Agreement entered into by
and between Fiberstars, Inc. (“FIBERSTARS”) and Advanced Lighting Technologies,
Inc. and its Affiliates (“FIBERSTARS Development
Agreement”).  Capitalized
terms used but not defined in this attachment have the same meanings as
provided in the FIBERSTARS Development Agreement.


 


Check the
following paragraph that applies


 


o            ADLT
hereby consents to the performance and delivery of the Services and Custom
Deliverables related to the milestones as set forth on Attachment A
and the amounts and fees related thereto including such Periodic Payments
stated on Attachment B of the FIBERSTARS Development Agreement or
as may otherwise be agreed to the Parties in writing, for the calendar quarter
beginning on                 
1, 200  and ending on            [31,]
2005.


 


o            ADLT
hereby provides written notice of suspension of the performance and delivery of
the Services and Custom Deliverables related to the milestones as set forth on Attachment A
and the amounts and fees related thereto including such Periodic Payments
stated on Attachment B of the FIBERSTARS Development Agreement.


 


o            ADLT
hereby provides written notice of termination of the FIBERSTARS  Development Agreement.


 


 


ADLT has caused this
Quarterly Notice to be executed and delivered and have affixed its corporate
seal under the hand of its duly authorized representative for that purpose.


 


 


	
  ADLT, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  [signature]

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 


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