ESCROW AGREEMENT

                           dated as of August 28, 1997

                                 by and between

                    MISSISSIPPI BUSINESS FINANCE CORPORATION
             (Acting for and on behalf of the State of Mississippi)

                                       and

                              MERIDIAN LAMPS, INC.

                                       and

                               BANK OF MISSISSIPPI
                              Jackson, Mississippi
                                 as Escrow Agent

                                       for

                              STATE OF MISSISSIPPI
                       $1,605,000 GENERAL OBLIGATION BONDS
              (MISSISSIPPI SMALL ENTERPRISE DEVELOPMENT ACT ISSUE)
                                 1994 SERIES GG
                             DATED NOVEMBER 1, 1994


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         THIS ESCROW AGREEMENT (the "Escrow Agreement") made and entered into as
of August 28, 1997, by and between the MISSISSIPPI BUSINESS FINANCE CORPORATION,
a public corporation of the State of Mississippi (acting for and on behalf of
the State of Mississippi (the "State")) ("MBFC"), MERIDIAN LAMPS, INC., a
Florida corporation qualified to do business in the State (the "Company"), and
BANK OF MISSISSIPPI, Jackson, Mississippi, as Escrow Agent hereunder (the
"Escrow Agent"):

                                   WITNESSETH

         WHEREAS, the State did heretofore issue its General Obligation Bonds,
1994 Series GG, in the original principal amount of $1,605,000, dated November
1, 1994 (the "Bonds"), pursuant to resolutions dated September 20, 1994 and
October 25, 1994 (together, the "Bond Resolution"), for the Bonds, and the
proceeds of said Bonds were loaned to the Company pursuant to the terms and
conditions of that certain Loan Agreement dated as of November 1, 1994 by and
between MBFC, acting for and on behalf of the State, the Company and the Bank of
Mississippi, as Servicing Trustee (the "Trustee"); and

         WHEREAS, the Company intends to prepay the Note under the Loan
Agreement; and

         WHEREAS, the Company intends to deposit in trust with the Escrow Agent
cash and/or Escrowed Securities (as hereinafter defined), the principal of and
the interest on which when due will provide moneys which, together with any cash
deposited in the Escrow Fund (as hereinafter defined), will be sufficient to
prepay the Note in full under the Loan Agreement in an amount necessary to pay
the principal and interest due on the Defeased Bonds from November 1, 1997, to
November 1, 1999, both inclusive, and to redeem on November 1, 1999, the
Defeased Bonds maturing on or after November 1, 1999, at a redemption price of
100% of the principal amount thereof plus accrued interest thereon to such
redemption date; and

         WHEREAS, in order to deposit such amount of cash and/or Escrowed
Securities in trust, MBFC has authorized the use of the amount of $1,504,287
received by the Company (the "Defeasance Moneys"); and

         WHEREAS, an amount equal to the principal and accrued interest on the
Defeased Bonds coming due on each payment date under the Loan Agreement shall be
paid by the Escrow Agent as directed in this Escrow Agreement to be ultimately
applied to the payment of such principal and interest on the Bonds; and

         WHEREAS, following such payment by the Company, the Company hereby
directs the Escrow Agent to apply the Defeasance Moneys in the Escrow Fund to
the purchase of the Escrowed Securities, the principal amount of which will
mature and produce investment income and earnings at such times and in such
amounts, together with certain amounts held as cash in the Escrow Fund, as will
be sufficient to pay all of the principal of and interest on the Defeased Bonds
when due, whether at maturity or upon redemption in accordance with the
provisions of the Loan Agreement; and

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         WHEREAS, in order to provide for the proper and timely application of
the moneys and Escrowed Securities deposited in the Escrow Fund to the payment
of the Defeased Bonds, it is necessary to enter into this Escrow Agreement with
the Escrow Agent on behalf of the holders from time to time of the Defeased
Bonds.

         NOW, THEREFORE, MBFC and the Company, in consideration of the foregoing
and the mutual covenants herein set forth and in order to secure the payment of
the principal and interest on all of the outstanding Defeased Bonds according to
their tenor and effect, does by these presents hereby grant, warrant, demise,
release, convey, assign, transfer, alienate, pledge, set over and confirm unto
the Escrow Agent, and to its successors in the trusts hereby created, and to it
and its assigns forever, all and singular, the property hereinafter described,
to wit:

                                   DIVISION I.

         All right, title and interest of MBFC and the Company in and to the
Defeasance Moneys and all other amounts on deposit from time to time in the
Escrow Fund.

                                  DIVISION II.

         All right, title and interest of MBFC and the Company, respectively, in
and to all income, earnings and principal receipts derived from or accruing to
the Escrowed Securities purchased from the money described in Division I hereof
and more particularly described in Schedule A attached hereto and made a part
hereof.

                                  DIVISION III.

         Any and all other property which is by the express provisions of this
Escrow Agreement required to be subject to the pledge hereof, and any additional
property of every kind and nature, from time to time hereafter, by delivery or
by writing of any kind, conveyed, pledged, assigned or transferred as and for
additional security hereunder, by MBFC and the Company or by anyone on their
behalf, and the Escrow Agent is hereby authorized to receive the same at any
time as additional security hereunder.

         TO HAVE AND TO HOLD, all and singular, the foregoing trust estate,
including all additional property which by the terms hereof has or may become
subject to the terms of this Escrow Agreement, unto the Escrow Agent, and its
successors and assigns, forever in trust, however, for the benefit and security
of the holders from time to time of the Defeased Bonds; but if the Defeased
Bonds shall be fully and promptly paid when due in accordance with the terms
thereof and hereof, then this Escrow Agreement shall be and become void and of
no further force and effect; otherwise the same shall remain in full force and
effect, upon the trusts and subject to the covenants and conditions hereinafter
set forth.

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                                   ARTICLE I.

                                   DEFINITIONS

         SECTION 1.1. DEFINITION. In addition to words and terms elsewhere
defined in this Escrow Agreement, the following words and terms as used in this
Escrow Agreement shall have the following meanings, unless some other meaning is
plainly intended:

         "Act" means the Small Enterprise Development Act appearing as Section
57-71-1, ET SEQ., Mississippi Code of 1972, as from time to time amended.

         "Bank" shall mean SunTrust Bank, Central Florida, National Association,
formerly known as SunBank, National Association, which issued the Letter of
Credit.

         "Board" shall mean the Board of Directors of the Mississippi Business
Finance Corporation.

         "Bond Counsel" shall mean Crosthwait Terney, PLLC, or any other
nationally recognized attorneys on the subject of municipal bonds.

         "Bonds" shall mean the State's General Obligation Bonds, 1994 Series
GG, in the original principal amount of $1,605,000 dated November 1, 1994.

         "Bond Resolution" shall collectively mean the resolutions adopted on
September 20, 1994 and October 25, 1994, by the State Bond Commission pursuant
to which the Bonds were issued.

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

         "Company" shall mean Meridian Lamps, Inc., a Florida corporation
qualified to do business in Mississippi.

         "Defeased Bonds" shall mean the Bonds in the aggregate principal amount
of $1,465,000 which constitute Bonds maturing (1) on November 1, 1997, November
1, 1998, and November 1, 1999, and (2) after November 1, 1999, and which shall
be redeemed on the Redemption Date at the Redemption Price.

         "Defeasance Moneys" shall mean $1,504,287 received by the Escrow Agent
from the Company which amount is identified by the Company as the amount to be
applied to the defeasance of the Bonds.

         "Defeasance Resolution" shall mean the resolution adopted on July 16,
1997, by the Board authorizing and directing, among other things, prepayment of
the Note pursuant to the Loan Agreement and the economic defeasance of the
Defeased Bonds.

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         "Escrow Agent" shall mean Bank of Mississippi, Jackson, Mississippi as
escrow agent hereunder.

         "Escrow Agreement" shall mean this Escrow Agreement dated as of August
28, 1997, by and between MBFC, the Company and the Escrow Agent.

         "Escrow Fund" shall mean the escrow fund established pursuant to
Section 2.1 of this Escrow Agreement.

         "Escrowed Securities" shall mean the Government Obligations purchased
by the Escrow Agent pursuant to Section 2.1 hereof with moneys on deposit in the
Escrow Fund.

         "Government Obligations" shall mean the noncallable direct general
obligations of, or obligations the prompt payment of the principal of and
interest on which are fully and unconditionally guaranteed by, the United States
of America, including, but not limited to, United States Treasury Time Deposit
Securities-State and Local Government Series.

         "Letter of Credit" shall mean the irrevocable direct pay Letter of
Credit delivered by the Bank to the Trustee on account of the Company pursuant
to the terms of the Loan Agreement.

         "Loan Agreement" shall mean the Loan Agreement dated November 1, 1994,
among MBFC, the Trustee and the Company, as amended through the First Amendment
to the Loan Agreement dated August 28, 1997, and any and all modifications,
alterations, amendments and supplements made thereto.

         "MBFC" shall mean the Mississippi Business Finance Corporation, a body
politic and corporate created and existing under and by virtue of the Act, and
its successors and assigns, acting for and on behalf of the State.

         "Note" shall mean the Promissory Note of the Company issued by the
Company to MBFC under the terms of the Loan Agreement.

         "Paying Agent" shall mean Deposit Guaranty National Bank, Jackson,
Mississippi, in its capacity as paying agent for the Bonds.

         "Payment Date" shall mean the first day of May and November each year
commencing November 1, 1997, provided, however, that if any such Payment Date
shall fall on a Saturday, Sunday or other day on which the Trustee and the Bank
are required or authorized by law to be closed, the payment due on such Payment
Date shall be the next succeeding day which is not a Saturday, Sunday or other
day the Trustee and the Bank are not required or authorized by law to be closed.

         "Redemption Date" shall mean with respect to the Defeased Bonds to be
called at optional redemption, November 1, 1999.

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         "Redemption Price" shall mean with respect to the Defeased Bonds
maturing after November 1, 1999, at a redemption price of 100% of the principal
amount thereof plus accrued interest thereon to the Redemption Date.

         "Trust Estate," "trust estate" or "pledged property" shall mean the
property, rights and interest of MBFC and the Company which are subject to the
lien of this Escrow Agreement.

         "Trustee" shall mean Bank of Mississippi, as Servicing Trustee under
the Loan Agreement.

         "Verification Agent" shall mean KPMG Peat Marwick, LLP, Houston, Texas.

         "Verification Report" shall mean the report prepared by the
Verification Agent concerning, among other things, the sufficiency of the
Escrowed Securities purchased pursuant to Section 2.1 hereof and the investment
earnings thereon to pay the principal and interest on the Defeased Bonds as the
same came due through and including November 1, 1999, and redeem the Defeased
Bonds maturing on or after November 1, 1999, at the Redemption Price on the
Redemption Date.

         "Written Request" with respect to MBFC shall mean a request in writing
signed by the Executive Director or Secretary of MBFC, or by any other member,
officer or employee of the MBFC duly authorized by the Board and satisfactory to
the Escrow Agent.

         Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. Words importing the
singular number shall include the plural number and vice versa unless the
context shall otherwise indicate. The word "person" shall include corporations,
associations, natural persons and public bodies unless the context shall
otherwise indicate. Reference to a person other than a natural person shall
include its successors.

                                   ARTICLE II.

                   ESTABLISHMENT OF ESCROW FUND; FLOW OF FUNDS

         SECTION 2.1. CREATION OF ESCROW FUND: PURCHASE OF ESCROWED SECURITIES.
There is hereby created and established with the Escrow Agent a special and
irrevocable trust fund designated the State of Mississippi General Obligation
Small Enterprise Development Act Escrow Fund (the "Escrow Fund") to be held in
the custody of the Escrow Agent separate and apart from other funds of MBFC and
the Company or the Escrow Agent. The Escrow Fund shall be administered pursuant
to this Escrow Agreement.

         As of the date of this Escrow Agreement, the Company shall cause to be
deposited with the Escrow Agent, and the Escrow Agent acknowledges receipt in
the form of immediately available moneys, the Defeasance Moneys, in the amount
to be deposited in the Escrow Fund. The Escrow Agent shall use moneys on deposit
in the Escrow Fund to purchase the Escrowed

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Securities described in the schedule attached as Schedule A hereto. The
Verification Report shall show, among other things, that the Escrowed Securities
will mature in principal amounts and earn income and earnings at such times so
that sufficient moneys will be available, together with cash, if any, in the
Escrow Fund, to pay, without reinvestment, the principal of, premium and
interest on the Defeased Bonds as the same comes due under the Loan Agreement,
whether at maturity or upon redemption, in accordance with the debt service
schedule for the Defeased Bonds set forth in Schedule B hereto.

         SECTION 2.2. IRREVOCABLE TRUST CREATED. The deposit of moneys and
Escrowed Securities in the Escrow Fund shall constitute an irrevocable deposit
of such moneys and Escrowed Securities for the benefit of the holders of the
Defeased Bonds, except as provided herein with respect to amendments permitted
under Section 4.1 hereof. The holders of the Defeased Bonds shall have an
express lien on all moneys and principal of and earnings on the Escrowed
Securities deposited in the Escrow Fund until applied in accordance with this
Escrow Agreement. The matured principal of the Escrowed Securities and the
interest thereon shall be held in trust by the Escrow Agent for the payment of
the principal of and interest on the Defeased Bonds as the same become due and
payable under the Loan Agreement.

         SECTION 2.3. INSUFFICIENT MONEYS; EXCESS DEPOSITS. If the Escrow Agent
determines that the moneys on deposit in the Escrow Fund are insufficient to
purchase the Escrowed Securities, the Escrow Agent shall immediately notify MBFC
and the Company of the amount of such insufficiency, and the Company shall,
within three (3) business days of such notification, deposit into the Escrow
Fund moneys equal to such insufficiency. If, following the acquisition of the
Escrowed Securities, the Escrow Agent determines that there is on deposiit in
the Escrow Fund cash in excess of the amount necessary to pay all of the
principal of and interest on the Defeased Bonds, all as reflected in the
Verification Report, the Escrow Agent shall pay such amount to the Company. The
Escrow Agent shall give MBFC and the Company written notice of the amount of
such excess cash to be paid to the Company.

         SECTION 2.4. PURCHASE OF ESCROWED SECURITIES. The Escrow Agent shall
purchase the Escrowed Securities solely from the moneys deposited in the Escrow
Fund. The Escrow Agent shall apply the moneys deposited in the Escrow Fund, and
the Escrowed Securities purchased therewith, together with all income or
earnings thereon, in accordance with the provisions hereof. The Escrow Agent
shall have no power or duty to invest any moneys held hereunder or to make
substitutions of the Escrowed Securities held hereunder or to sell, transfer or
otherwise dispose of the Escrowed Securities acquired hereunder except as
provided in this Escrow Agreement.

         SECTION 2.5. SUBSTITUTION OF ESCROWED SECURITIES. Notwithstanding any
other provision of this Escrow Agreement, at the Written Request of MBFC and the
Company and upon compliance with the conditions hereinafter stated, the Escrow
Agent shall have the power to sell, transfer, otherwise dispose of or request
the redemption of the Escrowed Securities held hereunder and to substitute
therefor other Government Obligations; provided, however, the foregoing may be
effected only if, (i) the substitution of the other Government Obligations for
the Escrowed Securities occurs simultaneously; (ii) the amounts of and dates on
which the

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anticipated transfers from the Escrow Fund to the Trustee to the Paying Agent
for the payment of principal of, premium and interest on the Defeased Bonds will
not be diminished or postponed thereby; (iii) the Escrow Agent shall receive
from a nationally recognized independent certified public accountant firm a
written certification satisfactory to the Escrow Agent that, immediately after
such substitution, the principal of and the interest on the Government
Obligations in the Escrow fund when due and paid will, together with any other
moneys held for such purpose, be sufficient to pay the principal of, premium and
interest on the Defeased Bonds when due upon maturity or redemption in
accordance with this Escrow Agreement; and (iv) the Escrow Agent shall receive
an opinion from Bond Counsel to the effect that the disposition and substitution
or purchase of such Government Obligations will not, under the statutes, rules,
regulations and court decisions then in force and applicable to the Bonds,
impair the exclusion of the interest on the Bonds from gross income of the
holders thereof for federal income tax purposes and that the conditions of this
Section 2.5 have been satisfied. Any surplus moneys resulting from the sale,
transfer, other disposition or redemption of the Escrowed Securities held
hereunder and the substitution of other Government Obligations therefor, shall
be released from the Trust Estate and shall be transferred to the Company.

         MBFC and the Company hereby covenant and agree that it will not request
the Escrow Agent to exercise any of the powers described in the preceding
paragraph in any manner which will cause the Bonds to be or become arbitrage
bonds within the meaning of Section 148(a) of the Code and the regulations
thereunder in effect on the date of such request and applicable to obligations
issued on the issue date of the Bonds. The Escrow Agent shall purchase such
substituted securities with the proceeds derived from the maturity, sale,
transfer, disposition or redemption of the Escrowed Securities held hereunder or
from other moneys available.

         SECTION 2.6. TRANSFERS FROM ESCROW FUND. As the principal of the
Escrowed Securities set forth in Schedule A (subject to the reinvestment, if
any, of the principal and interest made pursuant to Section 2.7 and the
application of investment earnings in accordance with Section 2.7), shall mature
and be paid, and the investment income and earnings thereon are paid, the Escrow
Agent shall:

         (a) Following the Escrow Agent's receipt of written notice from the
Trustee that the Bank has made any payment to the Trustee under the Letter of
Credit and in accordance with Schedule B attached hereto, the Escrow Agent shall
immediately reimburse the Bank from the Escrow Fund an amount equal to such
payment made by the Bank to the Trustee; or

         (b) If written notice from the Trustee under (a) is not provided on or
before the Payment Date, transfer from the Escrow Fund to the Trustee amounts
sufficient to pay the principal of, premium and interest on the Defeased Bonds
as the same shall come due, whether at maturity or upon redemption under the
Loan Agreement. Such amounts shall be paid by the Trustee to MBFC to be paid by
MBFC to the State Treasurer's office to be applied for the payment of the
principal of, premium and interest on the Defeased Bonds for the equal and
ratable benefit of the holders of the Defeased Bonds.

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         SECTION 2.7. INVESTMENT OF CERTAIN MONEYS ON DEPOSIT IN ESCROW FUND.
Any moneys on deposit from time to time in the Escrow Fund after the initial
purchase of the Escrowed Securities as set forth in Sections 2.1 and 2.4 hereof
until such time that such moneys are needed may be invested and reinvested in
Government Obligations maturing no later than the Redemption Date of the
Defeased Bonds, or for such periods or at such interest rates that the Escrow
Agent shall be directed to invest by a Written Request of MBFC and the Company
which periods or interest rates shall also be set forth in an opinion from Bond
Counsel to the effect that the reinvestment of such moneys and the interest
rates on such moneys will not, under the statutes, rules and regulations then in
force and applicable to obligations issued on the date of issuance of the Bonds,
cause the interest on the Defeased Bonds to be included in the gross income of
the holders thereof for federal income tax purposes. In addition, the Escrow
Agent shall receive from a nationally recognized independent certified public
accounting firm a written certification satisfactory to the Escrow Agent that,
immediately after such transaction, the principal of and the interest on the
Government Obligations in the Escrow Fund when due and paid will, together with
any other moneys held for such purpose, be sufficient to pay the principal of,
premium and interest on the Defeased Bonds. Any surplus interest income,
earnings or gain resulting from such reinvestment of moneys shall be released
from the Trust Estate and transferred to the Company.

         SECTION 2.8. SECURITY FOR CASH BALANCES. Cash balances from time to
time on deposit in the Escrow Fund, to the extent not insured by the Federal
Deposit Insurance Corporation or its successor, shall be continuously secured by
a pledge of direct obligation of, or obligations unconditionally guaranteed by,
the United States of America, having a market value at least equal to such cash
balances.

         SECTION 2.9. ESCROW FUND CONSTITUTES TRUST FUND. The Escrow Fund
created and established pursuant to this Escrow Agreement shall be and
constitute a trust fund for the purposes provided in this Escrow Agreement and
shall be kept separate and distinct from all other funds of MBFC and the Company
and the Escrow Agent and used only for the purposes and in the manner provided
in this Escrow Agreement.

         SECTION 2.10. TRANSFER OF FUNDS AFTER ALL PAYMENTS REQUIRED BY THIS
ESCROW AGREEMENT ARE MADE. After all of the transfers by the Escrow Agent to the
Trustee for payment of the principal of, premium and interest on the Defeased
Bonds have been made, all remaining moneys, Escrowed Securities and/or
Government Obligations, together with any income and interest thereon, in the
Escrow Fund shall be transferred by the Escrow Agent to the Company; provided,
however, that no such transfer shall be made until all of the principal of,
premium and interest on the outstanding series Defeased Bonds have been paid in
full.

         SECTION 2.11. DEFEASANCE NOTICE AND ADDITIONAL NOTICES. MBFC will
provide written notice of the prepayment under Section 8.01 of the Loan
Agreement to the State Treasurer of the State and, as provided in Section 8.01
of the Loan Agreement, direct the redemption of the Bonds at the earliest
redemption date, November 1, 1999, at a redemption price of principal plus
accrued interest. MBFC, for and on behalf of the State, and the Company, and in
order to accomplish the redemption of the Bonds at the earliest call date,

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hereby authorize and direct the Escrow Agent to provide the notices of optional
redemption for the Bonds to the Paying Agent necessary to redeem the Bonds
callable on November 1, 1999, the first call date as required in the Bond
Resolution, which notices shall include a follow-up notice of optional
redemption of the Bonds to the Paying Agent prior to the Redemption Date.

                                  ARTICLE III.

                           CONCERNING THE ESCROW AGENT

         SECTION 3.1. APPOINTMENT OF THE ESCROW AGENT. MBFC and the Company
hereby appoint Bank of Mississippi, Jackson, Mississippi, as the Escrow Agent
under this Escrow Agreement.

         SECTION 3.2. ACCEPTANCE BY ESCROW AGENT. By execution of this Escrow
Agreement, the Escrow Agent accepts the duties and obligations as escrow agent
hereunder. The Escrow Agent further represents that it has all requisite power,
and has taken all corporate actions necessary to execute the trust hereby
created.

         SECTION 3.3. LIABILITY OF ESCROW AGENT. The Escrow Agent shall not be
liable in connection with the performance of its duties hereunder except for its
own negligent action, its own negligent failure to act or its own willful
misconduct.

         The Escrow Agent shall not be liable for any loss resulting from any
investment made pursuant to the terms and provisions of this Escrow Agreement.
The Escrow Agent shall have no lien, security interest or right of set-off
whatsoever upon any of the moneys or investments in the Escrow Fund for the
payment of fees and expenses for services rendered by the Escrow Agent under
this Escrow Agreement.

         The Escrow Agent shall not be liable for the accuracy of the
calculations as to the sufficiency of moneys and of the principal amount of and
earnings on the Escrowed Securities and any other Government Obligations held in
the Escrow Fund to pay the Defeased Bonds. So long as the Escrow Agent applies
any moneys, the Escrowed Securities, any other Government Obligations and the
interest earnings therefrom to pay the Defeased Bonds as provided herein, and
complies fully with the terms of this Escrow Agreement, the Escrow Agent shall
not be liable for any deficiencies in the amounts necessary to pay the Defeased
Bonds caused by such calculations. In the event the amount on deposit in the
Escrow Fund is insufficient to pay the principal of, premium and interest on the
Defeased Bonds at the times required hereunder, MBFC and the Company shall, upon
receipt of notice of the same from the Escrow Agent, promptly provide or cause
to be provided to the Escrow Agent the amount of such deficiency.

         In the event of the Escrow Agents failure to account for any of the
Escrowed Securities, other Government Obligations or moneys received by it, such
Escrowed Securities, other Government Obligations or moneys shall be and remain
in trust for the holders of the Defeased Bonds as herein provided.

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         SECTION 3.4. PERMITTED ACTS. The Escrow Agent and its officers and
directors may acquire and hold, or become the owner or pledgee of or may deal in
the Bonds as fully and with the same rights as if it were not the Escrow Agent.

         SECTION 3.5. RESIGNATION OF ESCROW AGENT. The Escrow Agent or any
successor escrow agent at the time acting hereunder, may at any time resign and
be discharged from the duties and obligations of the trust hereby created by
giving 60 days' written notice to MBFC and the Company and to the registered
holders of the Defeased Bonds. Upon receiving such notice of resignation, MBFC
with the consent of the Company shall promptly appoint a successor escrow agent
by an instrument in writing.

         SECTION 3.6. REMOVAL OF ESCROW AGENT. Upon the Written Request of MBFC
and the Company, the Escrow Agent may be removed at any time if, (i) the Escrow
Agent shall cease to be an eligible escrow agent in accordance with the
provisions of Section 3.7 hereof and shall fail to resign after Written Request
therefor from the MBFC and the Company or from any registered holder of Defeased
Bonds who has been a bona fide holder of a Defeased Bond for at least six (6)
months, or (ii) the Escrow Agent shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Escrow Agent or of its
property shall be appointed, or any public officer shall take charge or control
of the Escrow Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation. Such written Request of the MBFC
and the Company shall also appoint a successor escrow agent.

         Any removal of the Escrow Agent and appointment of a successor escrow
agent shall become effective upon acceptance of appointment by the successor
escrow agent in the manner provided in Section 3.8 hereof.

         SECTION 3.7. APPOINTMENT OF SUCCESSOR ESCROW AGENT: QUALIFICATIONS OF
ESCROW AGENT. If no successor escrow agent shall have been appointed by MBFC and
the Company and shall have accepted such appointment within thirty (30) days
after MBFC and the Company receive written notice of resignation from the Escrow
Agent, the Escrow Agent may petition any court of competent jurisdiction for the
appointment of a successor escrow agent, or any registered holder of the
Defeased Bonds who has been a bona fide holder for at least six (6) months may,
on behalf of himself and others similarly situated, petition any such court for
the appointment of a successor escrow agent. Such court may thereupon, after
such notice, if any, as it may deem proper, appoint a successor escrow agent.
Any resignation by the Escrow Agent and appointment of a successor escrow agent
shall become effective upon acceptance of appointment by the successor escrow
agent in accordance with Section 3.8 hereof.

         The Escrow Agent and any successor escrow agent appointed under the
provisions of this Escrow Agreement shall be a corporation or national banking
association organized and doing business under the laws of the United States or
any state authorized under such laws to exercise corporate trust powers, having
its principal office and place of business in any state, having a combined
capital and surplus of at least $50,00O,00O, and subject to supervision or
examination by federal or state authority. If such corporation or national
banking association published reports of condition at least annually pursuant to
law or to the requirements of any supervising

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<PAGE>

or examining authority above referred to, then the combined capital and surplus
of such corporation or national banking association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Escrow Agent shall cease to be eligible in
accordance herewith, the Escrow Agent shall resign immediately in the manner and
with the effect specified in Section 3.5.

         SECTION 3.8. VESTING OF TRUSTS IN SUCCESSOR ESCROW AGENT. Any successor
escrow agent appointed hereunder shall execute, acknowledge and deliver to its
predecessor, and also to MBFC and the Company, an instrument in writing
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Escrow Agent shall become effective; and such successor
escrow agent, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts, duties and obligations of its predecessor
in the trusts hereunder, with like effect as if originally named as Escrow Agent
herein. Upon request of any such successor escrow agent, MBFC and the Company
shall execute any and all instruments in writing for more fully and certainly
vesting in and conforming to such successor escrow agent all such rights, powers
and duties.

         Upon acceptance of appointment by a successor escrow agent as
heretofore provided, MBFC shall publish notice of the succession of such escrow
agent to the trust hereunder. Such notice shall be published at least once in a
newspaper or financial journal of general circulation published in Jackson,
Mississippi. If MBFC fails to publish such notice within ten (10) days after
acceptance of appointment by the successor escrow agent, the successor escrow
agent shall cause such notice to be published at the expense of the Company.

         Any corporation or national banking association into which the Escrow
Agent may be merged or with which it may consolidate or any corporation or
national banking association resulting from any merger or consolidation to which
the Escrow Agent shall be a party, or any corporation or national banking
association succeeding to the business of the Escrow Agent, shall be the
successor to the Escrow Agent hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding, provided that such successor escrow
agent shall be eligible under the provisions hereof.

         SECTION 3.9. RECEIPT OF PROCEEDINGS. Receipt of a true and correct copy
of the Bond Resolution is hereby acknowledged by the Escrow Agent, and reference
herein to or citation herein of any provision of such document shall be deemed
to incorporate the same as a part hereof in the same manner and with the same of
effect as if it were fully set forth herein.

         SECTION 3.10. ARRANGEMENTS FOR PAYMENT OF FEES AND EXPENSES OF ESCROW
AGENT. The Escrow Agent hereby acknowledges that the Company has paid, caused to
be paid or made arrangements satisfactory to the Escrow Agent for payment of all
fees and expenses of the Escrow Agent hereunder until the Defeased Bonds are
paid. If such arrangements for fees and expenses shall include a prepayment of
all or part thereof, then if the Escrow Agent resigns or is removed in
accordance with Section 3.5 or 3.6 hereof, the Escrow Agent agrees to return to

                                       11

<PAGE>

the Company that portion of the prepaid fee which is attributable to that part
of the trust which is then still to be administered.

                                   ARTICLE IV.

                                  MISCELLANEOUS

         SECTION 4.1. AMENDMENTS TO THIS ESCROW AGREEMENT. This Escrow Agreement
is made for the benefit of MBFC and the Company and the holders from time to
time of the Defeased Bonds, and it shall not be repealed, revoked, altered or
amended without the written consent of the holders of 100% of the outstanding
Defeased Bonds which have not then been paid in accordance with this Escrow
Agreement. Notwithstanding the foregoing, however, MBFC and the Company and the
Escrow Agent may (upon receipt of an opinion of Bond Counsel satisfactory to
MBFC and the Company that the exclusion of interest on the Bonds from the gross
income of the holders thereof for federal income tax purposes will not be
adversely affected), without the consent of or notice to such holders, enter
into such agreements supplemental to this Escrow Agreement as shall not
adversely affect the rights of such holders and as shall not be inconsistent
with the terms and provisions of this Escrow Agreement, for any one or more of
the following purposes;

         (a) to cure any ambiguity or formal defect or omission in this Escrow
             Agreement;

         (b) to grant to, or confer upon, the Escrow Agent for the benefit of
             the holders of the Defeased Bonds, any additional rights, remedies
             or powers that may lawfully be granted to, or conferred upon, such
             holders or the Escrow Agent; and

         (c) to subject to the trust created by this Escrow Agreement additional
             funds, securities or properties.

         The Escrow Agent shall be entitled to rely exclusively upon an
unqualified opinion of Bond Counsel with respect to compliance with this
Section, including the extent, if any, to which any change, modification,
addition or elimination affects the rights of the holders of the Defeased Bonds,
or that any instrument executed hereunder complies with the conditions and
provisions of this Section.

         SECTION 4.2. SEVERABILITY. Any covenant or agreement contained in this
Escrow Agreement which are determined by a court of competent jurisdiction to be
contrary to law shall be deemed and construed to be severable from the remaining
covenants and agreements herein contained and shall in no way affect the
validity of the remaining provisions of this Escrow Agreement.

         SECTION 4.3. ESCROW AGREEMENT BINDING. All the covenants, promises and
agreements in this Escrow Agreement contained by or on behalf of MBFC and the
Company or

                                       12

<PAGE>

the Escrow Agent shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed or not.

         SECTION 4.4. TERMINATION. This Escrow Agreement shall terminate when
all transfers and payments required to be made by the Escrow Agent under the
provisions hereof shall have been made.

         SECTION 4.5. GOVERNING LAW. This Escrow Agreement shall be governed by
the applicable law of the State of Mississippi.

         SECTION 4.6. EXECUTION BY COUNTERPARTS. This Escrow Agreement may be
executed in several counterparts, all or any of which shall be regarded for all
purposes as one original and shall constitute and be but one and the same
instrument,

         IN WITNESS WHEREOF, each of the parties hereto has caused this Escrow
Agreement to be executed by its duly authorized officers or officials.

    (SEAL)                     MISSISSIPPI BUSINESS FINANCE
                               CORPORATION (acting for and on behalf
                               of the State of Mississippi)

By: /s/ [ILLEGIBLE]            By: /s/ [ILLEGIBLE]
    ---------------------          --------------------------
                               Its:--------------------------

    (SEAL)                     MERIDIAN LAMPS, INC.

    ATTEST:

By: /s/ THOMAS M. BLUTH        By: /s/ O. RAPPAPORT
    ---------------------          --------------------------
                               Its: Vice President

    (SEAL)                     BANK OF MISSISSIPPI

    ATTEST:

By: /s/ DOYLE MOORHEAD         By: /s/ LISA NEELD
    ---------------------          --------------------------
                               Its: Trust Officer

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<PAGE>

                                   SCHEDULE A

                       DESCRIPTION OF ESCROWED SECURITIES

United States Treasury Obligations-State and Local Government Series are the
Government Obligations which are listed on Exhibit C to the KPMG Peat Marwick,
LLP Verification Report, which is included in the Transcript for the Defeasance
of the Bonds.

<PAGE>

                                   SCHEDULE B

                     MATURITY SCHEDULES FOR DEFEASED BONDS

Maturity Schedule for the Defeased Bonds is included as Schedule B-2 to the KPMG
Peat Marwick, LLP Verification Report, which is included in the Transcript for
Defeasance of the Bonds.