THE NOTE REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE;
AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF
SUCH ACT OR SUCH LAWS.

                              --------------------

                                CONVERTIBLE NOTE
                               Due April 30, 2001

April 14, 1999                                                       $205,000.00

No. I -1

      CSL Lighting Manufacturing, Inc., a Delaware corporation (hereinafter
called the "Issuer"), for value received, hereby promises to pay to the Holder
(as defined below) on April 30, 2001 the principal amount of $205,000.00 in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for public and private debts, at the principal office of the
Issuer with interest on the principal sum outstanding at the rate of 6.75% per
annum (the "Note Interest Rate"), subject to Section 6.3 hereto, computed on the
basis of the actual number of days elapsed in a 365-day year. Accrual of
interest shall commence on the date hereof until payment in full of the
principal sum has been made or duly provided for.

                                    ARTICLE 1
                                   DEFINITIONS

      SECTION 1.1 Definitions. The terms defined in this Article whenever used
in this Note shall have the respective meanings hereinafter specified.

            (a) "Business Day" shall mean a day other than Saturday, Sunday or
any day on which banks located in the state of New York are authorized or
obligated to close.
<PAGE>

            (b) "Capital Shares" shall mean the Common Shares and any other
shares of any other class of common stock, whether now or hereafter authorized,
which have the right to participate in the distribution of earnings and assets
of the Issuer.

            (c) "Common Shares" shall mean shares of the common stock, par value
$.01, of the Issuer.

            (d) "Conversion Date" shall mean any day on which a Conversion
Notice is delivered in accordance with the terms of this Note, provided that a
Conversion Date must be a Business Day.

            (e) "Conversion Notice" shall have the meaning set forth in Section
3.2.

            (f) "Conversion Price" shall have the meaning set forth in Section
3. 1.

            (g) "Conversion Ratio" shall have the meaning set forth in Section
3.1.

            (h) "Default Interest Rate" shall be equal to the Note Interest Rate
plus 6% per annum.

            (i) "Event of Default" shall have the meaning set forth in Section
6.1.

            (j) "Holder" shall mean Interiors, Inc., or any person to which this
Note is subsequently transferred in accordance with the terms provided herein.

            (k) "Issuer" shall mean CSL Lighting Manufacturing, Inc., a Delaware
corporation, and any successor corporation by merger, consolidation, sale or
exchange of all or substantially all of the Issuer's assets, or otherwise.

            (l) "Maximum Rate" shall have the meaning set forth in Section 6.3.

            (m) "Note" shall mean this Convertible Note or such other
Convertible Note or Notes exchanged therefor as provided in Section 2.1.

            (n) "Note Shares" when used with reference to the securities
issuable upon conversion of this Note, shall mean all Common Shares now or
hereafter Outstanding and securities of any other class into which the Note
Shares shall hereafter have been changed, whether now or hereafter created.


                                      -2-
<PAGE>

            (o) "Outstanding" when used with reference to Common Shares or
Capital Shares (collectively, "Shares"), shall mean, at any date as of which the
number of such Shares is to be determined, all issued and outstanding Shares,
and shall include all such Shares issuable in respect of outstanding scrip or
any certificates representing fractional interests in such Shares; provided,
however, that "Outstanding" shall not mean any such Shares then directly or
indirectly owned or held by or for the account of the Issuer or any Subsidiary.

            (p) "Person" shall mean an individual, a corporation, a partnership,
an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

            (q) "SEC" shall mean the United States Securities and Exchange
Commission.

            (r) "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the SEC thereunder, all as in effect
at the time.

            (s) "Senior Debt" shall have the meaning set forth in Section 4.2.

            (t) "Senior Lender" shall have the meaning set forth in Section 4.2.

            (u) "Subsidiary" shall mean any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are owned
directly or indirectly by the Issuer.

            (v) "Subordinated Debt" shall have the meaning set forth in Section
4.2.

            (w) "Trading Day" shall mean any day on which trades of securities
listed thereon are reported by the NASDAQ (or, if the Common Shares are not
listed for trading on the NASDAQ, the principal trading market for the Common
Shares) and on which no Market Disruption Event has occurred.

                                    ARTICLE 2
                       EXCHANGES AND TRANSFER; REDEMPTION

      SECTION 2.1 Exchange and Registration of Transfer of Notes. The Holder
may, at its option, surrender this Note at the office of the Issuer and receive
in exchange therefor a Note or Notes, each in the denomination of $10,000.00 or
an integral multiple of $10,000.00 in excess thereof, dated as of the date of
this Note, and, subject to Section 4.1, payable to such Person, or order, as may
be designated by such Holder. The aggregate principal amount of such Note or
Notes exchanged in 


                                      -3-
<PAGE>

accordance with this Section 2.1 shall equal the aggregate unpaid principal
amount of this Note as of the date of such surrender; provided, however, that
upon such exchange there shall be filed with the Issuer the name and address for
all purposes hereof of the Holder or Holders of the Note or Notes delivered in
such exchange. This Note, when presented for registration of transfer or for
exchange, conversion or payment, shall (if so required by the Issuer) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
reasonably satisfactory to the Issuer duly executed by, the Holder or its
attorney duly authorized in writing.

      SECTION 2.2 Loss. Theft. Destruction of Note. Upon receipt of evidence
satisfactory to the Issuer of the loss, theft, destruction or mutilation of this
Note and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security reasonably satisfactory to the Issuer, or, in the case of
any such mutilation, upon surrender and cancellation of this Note, the Issuer
will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
Note, a new Note of like tenor and unpaid principal amount dated as of the date
hereof. This Note shall be held and owned upon the express condition that the
provisions of this Section 2.2 are exclusive with respect to the replacement of
a mutilated, destroyed, lost or stolen Note and shall preclude any and all other
rights and remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without their surrender.

      SECTION 2.3 Who Deemed Absolute Owner. The Issuer may deem the person in
whose name this Note shall be registered upon the registry books of the Issuer
to be, and may treat it as, the absolute owner of this Note (whether or not this
Note shall be overdue) for the purpose of receiving payment of or on account of
the principal of this Note, for the conversion of this Note and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.
All such payments and such conversion shall be valid and effectual to satisfy
and discharge the liability upon this Note to the extent of the sum or sums so
paid or the conversion so made.

      SECTION 2.4 Optional Prepayment by the Issuer. The Issuer at its election,
may prepay this Note in whole or in part at any time and from time to time.

                                    ARTICLE 3
                               CONVERSION OF NOTE

      SECTION 3.1 Conversion: Conversion Price. At the option of the Holder, at
any time from and after August 1, 1999 and until this Note is paid in full, the
outstanding balance on this Note may be converted, either in whole or in part up
to the outstanding principal amount hereof together with accrued and unpaid
interest thereon to the relevant Conversion Date, into Note Share (calculated as
to each conversion to the nearest 1/100th of a Note Share), at the conversion
price the


                                      -4-
<PAGE>

("Conversion Price") equal to $0.345 (average closing bid price of the Common
Stock on the thirty Trading Days immediately preceding March 22, 1999).

      SECTION 3.2 Exercise of Conversion Privilege. The Purchaser may exercise
its right to convert this Note, either in whole or in part, by telecopying an
executed and completed Conversion Notice in the form attached hereto as Annex I
(the "Conversion Notice") to the Company and delivering within three business
days thereafter, the original Conversion Notice and this Note by express courier
to the Issuer. Each date on which a Conversion Notice is telecopied to and
received by the Company (at the telecopy number provided for in Paragraph 11 of
the Purchase Agreement) in accordance with the provisions hereof shall be deemed
a Conversion Date. The Issuer shall convert the Note and issue the Note Shares
effective as of the Conversion Date. The Conversion Notice shall also state the
name or names (with address) of the persons who are to become the holders of the
Note Shares in connection with such conversion. Upon surrender for conversion,
this Note shall be accompanied by a proper assignment hereof to the Issuer or in
blank. As promptly as practicable after the receipt of such original Conversion
Notice and the surrender of this Note as aforesaid, the Issuer shall (i) issue
the Note Shares issuable upon such conversion in accordance with the provisions
of this Article 3, and (ii) deliver to the Holder (X) a certificate or
certificate(s) representing the number of Note Shares to which the Holder is
entitled by virtue of such conversion, and (Y) cash, as provided in Section 3.3,
in respect of any fraction of a Share issuable upon such conversion. Such
conversion shall be deemed to have been effected at the time at which the
Conversion Notice indicates so long as this Note shall have been surrendered as
aforesaid at such time, and at such time the rights of the Holder as holder of
this Note shall cease and the person and persons in whose name or names the Note
Shares shall be issuable upon such conversion shall be deemed to have become the
holder or holders of record of the Note Shares represented thereby. The
Conversion Notice shall constitute a contract between the Holder and the Issuer,
whereby the Holder shall be deemed to subscribe for the number of Note Shares
which it will be entitled to receive upon such conversion and, in payment and
satisfaction of such subscription (and for any cash adjustment to which it is
entitled pursuant to Section 3.4), to surrender this Note and to release the
Issuer from all liability thereon.

      SECTION 3.3 Fractional Shares. No fractional Note Shares or scrip
representing fractional Note Shares shall be issued upon conversion of this
Note. Instead of any fractional Note Shares which would otherwise be issuable
upon conversion of this Note, the Issuer shall pay a cash adjustment in respect
of such fraction in an amount equal to the same fraction of the greater of the
Current Market Price per Common Share at the close of business on the Business
Day which next precedes the day of conversion or the Conversion Price in effect
at the time of conversion. No payment or adjustment shall be made upon any
conversion on account of any distribution on the Note Shares issued upon such
conversion but the Holder surrendering this Note for conversion shall be
entitled to receive in cash, upon any


                                      -5-
<PAGE>

conversion, the amount of any interest accrued and unpaid to the date of such
conversion on the then outstanding principal amount thereof.

      SECTION 3.4 Reclassification. Consolidation. Merger or Mandatory Share
Exchange. At any time while this Note remains outstanding and unexpired, in case
of any reclassification or change of Outstanding Common Shares issuable upon
conversion of this Note (other than a change in par value, or from par value to
no par value per share, or from no par value per share to par value or as a
result of a subdivision or combination of outstanding securities issuable upon
conversion of this Note) or in case of any consolidation, merger or mandatory
share exchange of the Issuer with or into another corporation (other than a
merger or mandatory share exchange with another corporation in which the Issuer
is a continuing corporation and which does not result in any reclassification or
change, other than a change in par value, or from par value to no par value per
share, or from no par value per share to par value, or as a result of a
subdivision or combination of Outstanding Common Shares upon conversion of this
Note), or in the case of any sale or transfer to another corporation of the
property of the Issuer as an entirety or substantially as an entirety, the
Issuer, or such successor or purchasing corporation, as the case may be, shall,
without payment of any additional consideration therefore, execute a new Note
providing that the Holder shall have the right to convert such new Note (upon
terms and conditions not less favorable to the Holder than those then applicable
to this Note) and to receive upon such exercise, in lieu of each Common Share
theretofore issuable upon conversion of this Note, the kind and amount of shares
of stock, other securities, money or property receivable upon such
reclassification, change, consolidation, merger, mandatory share exchange, sale
or transfer by the holder of one Common Share issuable upon conversion of this
Note had this Note been converted immediately prior to such reclassification,
change, consolidation, merger, mandatory share exchange or sale or transfer. The
provisions of this Section 3.4 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, mandatory share exchanges
and sales and transfers.

                                    ARTICLE 4
                        STATUS; RESTRICTIONS ON TRANSFER

      SECTION 4.1 Status of Note. Subject to Section 4.2 below, this Note is a
direct, general and unconditional obligation of the Issuer ranking pari passu
with all other unsecured senior indebtedness of the Issuer, and constitutes a
valid and legally binding obligation of the Issuer, enforceable in accordance
with its terms subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or
affecting creditors' rights and to general principals of equity.

      SECTION 4.2 Subordination of Note. The payment of principal, interest,
fees and other sums arising pursuant this Note (the "Subordinated Debt") is
expressly


                                      -6-
<PAGE>

subordinated, in the manner hereinafter set forth, in right of payment to the
prior payment and satisfaction in full of the Senior Debt. As used herein,
"Senior Debt" means the principal, interest, fees and other sums currently
payable to Coast Business Credit (the "Senior Lender") and any future
restructuring of such indebtedness including any restructurings where a new
lender is substituted for the Senior Lender and any additional borrowings from
the Senior Lender (or any substitute Senior Lender) made after the date of this
Agreement. So long as any part of the Senior Debt shall be due to the Senior
Lender (or any substitute Senior Lender) and unpaid, no payment of any
Subordinated Debt (whether in respect of principal, interest, fees, charges or
otherwise) shall be made at any time by the Company or received by the Holder,
without the prior written consent of the Senior Lender (or any substitute Senior
Lender). Notwithstanding the foregoing, however, the Company may convert this
Note pursuant to Article 3 hereof.

      SECTION 4.3 Restrictions on Transfer. This Note, and any Note Shares
issued according to the terms hereof, have not been and will not be registered
under the United States Securities Act. This Note and any Note Shares may not be
offered or sold, directly or indirectly, except pursuant to registration under
the Act, an available exemption therefrom, or pursuant to Regulation S.

                                    ARTICLE 5
                                    COVENANTS

      The Issuer covenants and agrees that so long as this Note shall be
outstanding:

      SECTION 5.1 Payment of Note. The Issuer will punctually, according to the
terms hereof,(a) pay or cause to be paid the principal of, or interest on, this
Note and (B) issue Note Shares upon conversion.

      SECTION 5.2 Notice of Default. If any one or more events occur which
constitute or which, with the giving of notice or the lapse of time or both,
would constitute an Event of Default or if the Holder shall demand payment or
take any other action permitted upon the occurrence of any such Event of
Default, the Issuer will forthwith give notice to the Holder, specifying the
nature and status of the Event of Default or other event or of such demand or
action, as the case may be.

      SECTION 5.3 Sufficient of Authorized Common Shares. The Issuer shall at
all times have authorized and reserved for issuance, free from preemptive
rights, a sufficient number of Common Shares to yield a number of Note Shares
sufficient to satisfy the conversion rights of the Purchaser pursuant to the
terms and conditions hereof.

      SECTION 5.4 Insurance. The Issuer will carry and maintain in full force
and effect at all times with insurers the Issuer reasonably believes to be
financially 


                                      -7-
<PAGE>

sound and reputable such insurance in such amounts as is customary in the
respective industries of the Issuer and such subsidiaries.

      SECTION 5.5 Payment of Obligations. The Issuer will pay and discharge at
or before maturity, all its respective material obligations and liabilities,
including, without limitation, tax liabilities, except where the same may be
contested in good faith by appropriate proceedings, and will maintain in
accordance with generally accepted accounting principles, appropriate reserves
for the accrual of any of the same;

      SECTION 5.6 Compliance with Laws. The Issuer will comply in all material
respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings.

      SECTION 5.7 Inspection of Property. Books and Records. The Issuer will
keep proper books of record and account in which full, true and correct entries
shall be made of all dealings and transactions in relation to its business and
activities and will permit representatives of the Holder at the Holder's expense
to visit and inspect any of its respective properties, to examine and make
abstracts from any of its respective books and records and to discuss its
respective affairs, finances and accounts with its respective officers,
employees and independent public accountants, all at such reasonable times and
as often as may reasonably be desired.

                                    ARTICLE 6
                                    REMEDIES

      SECTION 6.1 Events of Default. "Event of Default" wherever used herein
means any one of the following events:

            (a) default in the issuance of Note Shares due upon conversion;

            (b) default in the due and punctual payment of the principal of,
interest on, or any other amount owing in respect of, this Note when and as the
same shall become due and payable, and continuance of such default for a period
of five (5) calendar days; or

            (c) failure in the performance or observance of Section 5.5 of this
Note and the continuance of such default for a period of thirty (30) calendar
days; or

            (d) default in the performance or observance of any covenant or
agreement of the Issuer in this Note (other than a covenant or agreement a
default in the performance of which is specifically provided for elsewhere in
this Section), and the continuance of such default for a period of thirty (30)
calendar days after there has been given to the Issuer by a Holder a written
notice specifying such default and requiring it to be remedied; or


                                      -8-
<PAGE>

            (e) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Issuer or any Subsidiary a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Issuer under the Bankruptcy
Code or any other applicable Federal or state law, or appointing a receiver,
liquidator, assignee, trustee or sequestrator (or other similar official) of the
Issuer or of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 30 calendar days; or

            (f) the institution by the Issuer or any Subsidiary of proceedings
to be adjudicated a bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the filing by
it of a petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Code or any other applicable Federal or state law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee or sequestrator (or other similar
official) of the Issuer or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Issuer in furtherance of any such action;
or

      SECTION 6.2 Acceleration of Maturity: Rescission and Annulment. If an
Event of Default occurs and is continuing, then and in every such case any
Holder may declare the principal of this Note to be due and payable immediately,
by a notice in writing to the Issuer, and upon any such declaration the
principal of this Note shall become immediately due and payable.

      SECTION 6.3 Default Interest Rate. (a) If any portion of the principal of
or interest on the Note shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise) such principal of and interest on the
Note which is due and owing but not paid shall, without limiting the Holder's
rights under this Note or under the Purchase Agreement, bear interest at the
Default Interest Rate until paid in full.

            (b) Notwithstanding anything herein to the contrary, if at any time
the applicable interest rate as provided for herein shall exceed the maximum
lawful rate which may be contracted for, charged, taken or received by the
Lender in accordance with applicable laws of the State of New York (the "Maximum
Rate"), the rate of interest applicable to the Note shall be limited to the
Maximum Rate.

      SECTION 6.4 Remedies Not Waived. No course of dealing between the Issuer
and the Holder or any delay in exercising any rights hereunder shall operate as
a waiver by the Holder.


                                      -9-
<PAGE>

                                    ARTICLE 7
                                  MISCELLANEOUS

      SECTION 7.1 Register. (a) The Issuer shall keep at its principal office a
register in which the Issuer shall provide for the registration of this Note.
Upon any transfer of this Note in accordance with Article 2 and 4 hereof, the
Issuer shall register such transfer on the Note register.

      (b) The Issuer may deem the person in whose name this Note shall be
registered upon the registry books of the Issuer to be, and may treat it as, the
absolute owner of this Note (whether or not this Note shall be overdue) for the
purpose of receiving payment of interest on or principal of this Note, for the
conversion of this Note and for all other purposes, and the Issuer shall not be
affected by any notice to the contrary. All such payments and such conversions
shall be valid and effective to satisfy and discharge the liability upon this
Note to the extent of the sum or sums so paid or the conversion or conversions
so made.

      SECTION 7.2 Withholding. To the extent required by applicable law, the
Issuer may withhold amounts for or on account of any taxes imposed or levied by
or on behalf of any taxing authority in the United States having jurisdiction
over the Issuer from any payments made pursuant to this Note.

      SECTION 7.3 Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
CONFLICTS OF LAWS PRINCIPLES). WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS
RELATING TO THIS NOTE, THE ISSUER IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
SUBJECT TO APPLICABLE LAW, THE ISSUER AGREES THAT FINAL JUDGMENT AGAINST IT IN
ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION WITHIN OR OUTSIDE THE
UNITED STATES BY SUIT ON THE JUDGMENT, A CERTIFIED COPY OF WHICH JUDGMENT SHALL
BE CONCLUSIVE EVIDENCE THEREOF AND THE AMOUNT OF ITS INDEBTEDNESS, OR BY SUCH
OTHER MEANS PROVIDED BY LAW.

      SECTION 7.4 Headings. The headings of the Articles and Sections of this
Note are inserted for convenience only and do not constitute a part of this
Note.


                                      -10-
<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this Note to be signed by its
duly authorized officer under its corporate seal, attested by its duly
authorized officer, on the date of this Note.


                                    CSL Lighting Manufacturing, Inc.


                                    By:
                                       -----------------------------------------
                                        Name: Max Munn
                                        Title: Chief Operating Officer


                                      -11-
<PAGE>

                               ANNEX I TO THE NOTE
                           [FORM OF CONVERSION NOTICE]

TO _____________________:

      The undersigned owner of the Convertible Note, dated April 14, 1999,
issued by CSL Lighting Manufacturing, Inc. (the "Note") hereby irrevocably
exercises the option to convert $______________ of the principal amount of the
Note [and accrued and unpaid interest thereon] into Common Shares, par value
$.01, of CSL Lighting Manufacturing, Inc. (the "Note Shares"), in accordance
with the terms of the Note. The undersigned directs that the Note Shares
issuable and certificates therefor (to the extent that certificates evidencing
Common Shares are then being issued by CSL Lighting Manufacturing, Inc.
deliverable upon the conversion, together with any check in payment for
fractional Note Shares, be issued in the name of and delivered, if appropriate,
to the undersigned unless a different name has been indicated below

Dated:
                                                           Signature

                    Fill in for registration of Note Shares:

Please print name and address
(including zip code number)


                                      -12-