ADVANCED LIGHTING TECHNOLOGIES INC
EXHIBIT 10.2
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<TYPE>EX-10.2
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<FILENAME>l92565aex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    EXHIBIT 10.2

                FOURTH AMENDMENT TO CONTINGENT WARRANT AGREEMENT

         THIS FOURTH AMENDMENT TO CONTINGENT WARRANT AGREEMENT ("Fourth
Amendment"), dated as of December 31, 2001 is among Advanced Lighting
Technologies, Inc., an Ohio corporation (the "Company"), General Electric
Company, a New York corporation ("Purchaser"), Wayne R. Hellman ("Hellman"),
Hellman, Ltd., an Ohio limited liability company ("Hellman Ltd."), Wayne R.
Hellman, as voting trustee under Voting Trust Agreement dated October 10, 1995,
Alan J. Ruud ("Ruud"), and Alan J. Ruud, as voting trustee under Voting Trust
Agreement dated January 2, 1998.

         WHEREAS, the parties entered into a Contingent Warrant Agreement dated
September 30, 1999, as amended by an Amendment to Contingent Warrant Agreement
dated as of August 31, 2000, a Second Amendment to Contingent Warrant Agreement
dated as of June 29, 2001 and a Third Amendment to Contingent Warrant Agreement
dated as of September 28, 2001 (the "Agreement"); and

         WHEREAS, the parties desire to amend the Agreement as provided in this
Fourth Amendment;

         NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties, intending to be legally bound, agree as follows:

         1. The Section 2.2a of the Agreement is hereby amended to read in its
entirety as follows:

                        a. The Company shall not permit the average of the
             Company's EBITDA Ratio for any two consecutive fiscal
             quarters, commencing with the average for the fiscal quarters
             ending September 30, 1999 and December 31, 1999, and
             continuing each fiscal quarter thereafter (each, a
             "Determination Period") to be less than the Required Ratio.
             The following periods, which would otherwise be "Determination
             Periods" for the purpose of this Agreement, will not be
             considered "Determination Periods": the two consecutive fiscal
             quarters ended June 30, 2000, the two consecutive fiscal
             quarters ended September 30, 2000, the two consecutive fiscal
             quarters ended June 30, 2001, the two consecutive fiscal
             quarters ended September 30, 2001 and the two consecutive
             fiscal quarters ended December 31, 2001. Notwithstanding the
             fact that the two fiscal quarters ended June 30, 2000, the two
             fiscal quarters ended September 30, 2000, the two fiscal
             quarters ended June 30, 2001, the two consecutive fiscal
             quarters ended September 30, 2001 and the two consecutive
             fiscal quarters ended December 31, 2001 do not constitute
             Determination Periods, (i) the quarter ended September 30,
             2000 shall be included in the Company's EBITDA Ratio for the
             Determination Period ended December 31, 2000, (ii) the quarter
             ended September 30, 2001 shall be included in the Company's


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             EBITDA Ratio for the Determination Period ended December 31,
             2001, (iii) the quarter ended December 31, 2001 shall be
             included in the Company's EBITDA Ratio for the Determination
             Period ended March 31, 2002, (iv) each of the quarters ended
             June 30, 2000, September 30, 2000, June 30, 2001, September
             30,2001 and December 31, 2001 shall be a fiscal quarter for
             purposes of Section 2.2e of this Agreement, and (iv) the
             Company shall be required to furnish to Purchaser the report
             described in Section 2.2f of this Agreement for the two
             consecutive fiscal quarters ended June 30, 2000, the two
             consecutive fiscal quarters ended September 30, 2000, the two
             consecutive fiscal quarters ended June 30, 2001, the two
             consecutive fiscal quarters ended September 30, 2001 and the
             two consecutive fiscal quarters ended December 31, 2001.

2.           All other provisions of the Agreement shall remain in full force
             and effect.


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         IN WITNESS WHEREOF, parties hereto have each caused this Fourth
Amendment to be executed in the name and on behalf of each of them one of their
respective officers thereunto duly authorized, as of the date first above
written.

                           THE COMPANY:

                           ADVANCED LIGHTING TECHNOLOGIES, INC.

                           By: /s/ Steven C. Potts
                              -------------------------------------------------
                             Name:  Steven C. Potts
                                    -------------------------------------------
                             Title: Chief Financial Officer
                                    -------------------------------------------

                           /s/ Wayne R. Hellman
                           -----------------------------------------------------
                             Wayne R. Hellman

                           /s/ Wayne R. Hellman
                           ----------------------------------------------------

                           Wayne R. Hellman, as voting trustee under Voting
                           Trust Agreement dated October 10, 1995, as amended

                           HELLMAN LTD.

                           By: /s/ Wayne R. Hellman
                              -------------------------------------------------
                             Its:  Managing Member
                                 ----------------------------------------------

                             /s/Alan J. Ruud
                             --------------------------------------------------
                             Alan J. Ruud


                             /s/Alan J. Ruud
                             --------------------------------------------------

                           Alan J. Ruud, as voting trustee under Voting Trust
                           Agreement dated January 2, 1998, as amended

                           PURCHASER:

                           GENERAL ELECTRIC COMPANY

                           By: /s/ Matthew Espe
                              -------------------------------------------------
                             Name: Matthew Espe
                                   --------------------------------------------
                             Title: President & CEO-GE Lighting
                                   --------------------------------------------


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