EXHIBIT 10.7

THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES  LAWS.  THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF
THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE
STATES  SECURITIES  LAWS OR AN  OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO
CATALYST LIGHTING GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                             SECURED REVOLVING NOTE

      FOR VALUE  RECEIVED,  each of CATALYST  LIGHTING  GROUP,  INC., a Delaware
corporation  ("COMPANY")  and WHITCO  COMPANY,  LP, a Texas limited  partnership
("Eligible  Subsidiary"  and  together  with  Company,  each  a  "BORROWER"  and
collectively the  "BORROWERS"),  jointly and severally  promise to pay to LAURUS
MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 G.T., Ugland
House,  South Church Street,  George Town,  Grand Cayman,  Cayman Islands,  Fax:
345-949-8080  (the  "HOLDER"),  without  duplication  of any amounts  owing by a
Borrower to Holder under the Minimum Borrowing Notes (as defined in the Security
Agreement  referred to below), or its registered  assigns,  on order, the sum of
Three Million Dollars  ($3,000,000)  or, if different,  the aggregate  principal
amount  of all  "REVOLVING  LOANS"  (as such  term is  defined  in the  Security
Agreement  referred to below),  together  with any  accrued and unpaid  interest
hereon, on September 30, 2007 (the "MATURITY DATE")

      Capitalized  terms used herein without  definition shall have the meanings
ascribed to such terms in the Security  Agreement  among the  Borrowers  and the
Holder dated as of September  30, 2004 (as  amended,  modified and  supplemented
from time to time, the "SECURITY AGREEMENT").

The following terms shall apply to this Note:

                                   ARTICLE I
                           CONTRACT RATE & PREPAYMENTS

      1.1. Interest Rate. Subject to Sections 3.11, 4.1 and 5.7 hereof, interest
payable on this Note  shall  accrue at a rate per annum  (the  "CONTRACT  RATE")
equal to the "prime rate" published in The Wall Street Journal from time to time
(the "PRIME RATE"),  plus two percent (2%). The Contract Rate shall be increased
or decreased as the case may be for each  increase or decrease in the Prime Rate
in an amount equal to such  increase or decrease in the Prime Rate;  each change
to be effective as of the day of the change in such rate in accordance  with the
terms of the Security Agreement. Subject to Section 1.2, the Contract Rate shall
not be less than six percent (6%).
<PAGE>

      1.2.  Contract Rate  Adjustments and Payments.  The Contract Rate shall be
calculated on the last business day of each month  hereafter  until the Maturity
Date (each a  "DETERMINATION  DATE") and shall be subject to  adjustment  as set
forth  herein.  If (i) Company  shall have  registered  the shares of  Company's
common stock,  par value $.01 per share (the "COMMON STOCK")  underlying each of
the conversion of the Minimum Borrowing Notes and that certain warrant issued to
Holder on a  registration  statement  declared  effective by the  Securities and
Exchange  Commission (the "SEC"), and (ii) the market price (the "MARKET PRICE")
of the Common Stock as reported by Bloomberg,  L.P. on the Principal  Market (as
defined  below)  for  the  five  (5)  trading  days   immediately   preceding  a
Determination  Date exceeds the then  applicable  Fixed  Conversion  Price by at
least twenty five percent (25%),  the Contract Rate for the succeeding  calendar
month shall  automatically  be reduced by 200 basis points (200 b.p.) (2.0%) for
each  incremental  twenty five percent (25%) increase in the Market Price of the
Common Stock above the then applicable  Fixed  Conversion  Price. If (i) Company
shall not have  registered the shares of Company's  common stock  underlying the
conversion of the Minimum  Borrowing  Notes and that certain  warrant  issued to
Holder  on a  registration  statement  declared  effective  by the SEC and which
remains effective,  and (ii) the Market Price of the Common Stock as reported by
Bloomberg,  L.P.  on  the  principal  market  for  the  five  (5)  trading  days
immediately  preceding a Determination  Date exceeds the then  applicable  Fixed
Conversion  Price by at least twenty five percent  (25%),  the Contract Rate for
the  succeeding  calendar  month shall  automatically  be decreased by 100 basis
points (100 b.p.) (1.0%) for each incremental twenty five percent (25%) increase
in the  Market  Price  of the  Common  Stock  above  the then  applicable  Fixed
Conversion  Price.  Notwithstanding  the foregoing (and anything to the contrary
contained  in  herein),  in no event shall the  Contract  Rate be less than zero
percent (0%).  Interest  shall be (i) calculated on the basis of a 360 day year,
and (ii) payable monthly, in arrears,  commencing on November 1, 2004 and on the
first  business day of each  consecutive  calendar  month  thereafter  until the
Maturity Date (and on the Maturity  Date),  whether by acceleration or otherwise
(each, a "CONTRACT RATE PAYMENT DATE").

      1.3.  Allocation of Principal to Minimum Borrowing Note. In the event that
the amount due and payable hereunder should equal or exceed  $1,000,000,  to the
extent that the outstanding  balance on the Minimum Borrowing Note shall be less
than  $1,000,000  (the  difference of $1,000,000  less the actual balance of the
Minimum Borrowing Note, the "AVAILABLE MINIMUM BORROWING"),  such portion of the
balance hereof as shall equal the Available Minimum Borrowing shall be deemed to
be  simultaneously  extinguished  on this Note and transferred to, and evidenced
by, a Minimum Borrowing Note.

                                   ARTICLE II
                           HOLDER'S CONVERSION RIGHTS

      2.1.  Optional  Conversion.  Subject to the terms of this  Article II, the
Holder  shall  have the  right,  but not the  obligation,  at any time until the
Maturity  Date,  or during an Event of Default (as defined in Article IV),  and,
subject to the  limitations  set forth in Section 2.2 hereof,  to convert all or
any portion of the outstanding Principal Amount and/or accrued interest and fees
due and  payable  into fully  paid and  nonassessable  restricted  shares of the
Common Stock at the Fixed Conversion Price (defined below). For purposes hereof,
subject to Section 2.5 hereof,  the "FIXED  CONVERSION  PRICE" means $2.66.  The
shares of Common Stock to be issued upon such  conversion are herein referred to
as the "CONVERSION SHARES."


                                       2
<PAGE>

      2.2. Conversion Limitation.  Notwithstanding  anything contained herein to
the contrary,  the Holder shall not be entitled to convert pursuant to the terms
of this Note an amount that would be convertible  into that number of Conversion
Shares which would exceed the difference  between the number of shares of Common
Stock  beneficially  owned by such Holder or issuable  upon exercise of warrants
held by such  Holder  and 4.99% of the  outstanding  shares  of Common  Stock of
Company.  For the purposes of the  immediately  preceding  sentence,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and Regulation 13d-3 thereunder.  The Conversion Shares limitation described
in this Section 2.2 shall automatically  become null and void without any notice
to any  Borrower  upon the  occurrence  and  during the  continuance  beyond any
applicable grace period of an Event of Default,  or upon 75 days prior notice to
Company.  Notwithstanding  anything  contained  herein to the contrary,  Company
shall have no  obligation  to confirm  the  ownership  percentage  of the Holder
either prior or subsequent  to  conversion of any portion of this Note,  Company
shall be entitled to rely solely on the Notice of Conversion with respect to the
Holder's  ownership of Common Stock and Company shall not incur any liability of
any kind,  type or nature  to any  party as a result  of any  violation  of this
Section.

      2.3. Mechanics of Holder's Conversion. In the event that the Holder elects
to convert  this Note into Common  Stock,  the Holder  shall give notice of such
election by delivering an executed and completed  notice of conversion  ("NOTICE
OF  CONVERSION")  to  Company  and such  Notice of  Conversion  shall  provide a
breakdown in reasonable  detail of the Principal  Amount,  accrued  interest and
fees that are being converted.  On each Conversion Date (as hereinafter defined)
and in  accordance  with its Notice of  Conversion,  the  Holder  shall make the
appropriate  reduction to the  Principal  Amount,  accrued  interest and fees as
entered in its  records  and shall  provide  written  notice  thereof to Company
within two (2) business  days after the  Conversion  Date.  Each date on which a
Notice of Conversion  is delivered or  telecopied to Company in accordance  with
the provisions hereof shall be deemed a Conversion Date (the "CONVERSION DATE").
A form of Notice of Conversion to be employed by the Holder is annexed hereto as
Exhibit A. Pursuant to the terms of the Notice of Conversion, Company will issue
instructions  to the transfer agent  accompanied by an opinion of counsel within
one (1)  business  day of the date of the  delivery  to Company of the Notice of
Conversion  and shall  cause the  transfer  agent to transmit  the  certificates
representing the Conversion Shares to the Holder by crediting the account of the
Holder's designated broker with the Depository Trust Corporation ("DTC") through
its  Deposit  Withdrawal  Agent  Commission  ("DWAC")  system  within  three (3)
business  days  after  receipt  by  Company  of the  Notice of  Conversion  (the
"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth
herein the conversion  privilege  shall be deemed to have been exercised and the
Conversion  Shares  issuable upon such  conversion  shall be deemed to have been
issued  upon the date of receipt by  Company  of the Notice of  Conversion.  The
Holder  shall be treated for all  purposes  as the record  holder of such Common
Stock, unless the Holder provides Company written instructions to the contrary.

      2.4. Late Payments. Each Borrower understands that a delay in the delivery
of the shares of Common  Stock in the form  required  pursuant  to this  Article
beyond the  Delivery  Date  could  result in  economic  loss to the  Holder.  As
compensation  to the Holder for such loss,  each Borrower  agrees to jointly and
severally  pay late  payments to the Holder for late  issuance of such shares in
the form required  pursuant to this Article III upon  conversion of the Note, in
the amount equal to $500 per business day after the Delivery Date. Each Borrower
shall pay any  payments  incurred  under this Section in  immediately  available
funds upon demand.


                                       3
<PAGE>

      2.5. Adjustment Provisions. The Fixed Conversion Price and number and kind
of shares or other securities to be issued upon conversion  determined  pursuant
to  Section  2.1  shall be  subject  to  adjustment  from  time to time upon the
happening of certain events while this conversion right remains outstanding,  as
follows:

            A.   Reclassification.   If   Company   at  any   time   shall,   by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed
to evidence the right to purchase an adjusted number of such securities and kind
of  securities  as would have been  issuable  as the result of such  change with
respect to the Common Stock (i) immediately prior to or (ii) immediately  after,
such reclassification or other change at the sole election of the Holder.

            B. Stock Splits, Combinations and Dividends. If the shares of Common
Stock are  subdivided or combined into a greater or smaller  number of shares of
Common  Stock,  or if a dividend  is paid on the Common  Stock or any  preferred
stock issued by Company in shares of Common Stock,  the Fixed  Conversion  Price
shall be  proportionately  reduced  in case of  subdivision  of  shares or stock
dividend or  proportionately  increased in the case of combination of shares, in
each  such case by the ratio  which the total  number of shares of Common  Stock
outstanding  immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.

            C. Share  Issuances.  Subject to the provisions of this Section 2.5,
if Company shall at any time prior to the conversion or repayment in full of the
Principal Amount issue any shares of Common Stock or securities convertible into
Common  Stock  to a person  other  than  the  Holder  (except  (i)  pursuant  to
Subsections  A  or B  above;  (ii)  pursuant  to  options,  warrants,  or  other
obligations  to issue  shares  outstanding  on the date hereof as  disclosed  to
Holder in writing,  other than the disclosure  made by the Company to the Holder
on Schedule  12(c)(ii) to the Security  Agreement;  or (iii) pursuant to options
that may be  issued  under  any  employee  incentive  stock  option  and/or  any
qualified  stock option plan adopted by Company) for a  consideration  per share
(the "OFFER Price") less than the Fixed  Conversion  Price in effect at the time
of such issuance,  then the Fixed Conversion Price shall be immediately reset to
such lower Offer  Price.  For purposes  hereof,  the issuance of any security of
Company  convertible  into or exercisable or exchangeable for Common Stock shall
result in an adjustment to the Fixed  Conversion Price upon the issuance of such
securities.


                                       4
<PAGE>

      If the Company issues any additional  shares pursuant to Section 2.5 above
then, and thereafter  successively  upon each such issue,  the Fixed  Conversion
Price shall be adjusted by  multiplying  the then  applicable  Fixed  Conversion
Price by the following fraction:


                     --------------------------------------
                                      A + B
                     --------------------------------------
                          (A + B) + [((C - D) x B) / C]
                     --------------------------------------

      A = Actual shares outstanding prior to such offering

      B = Actual shares sold in the offering

      C = Fixed Conversion Price

      D = Offering price

            D.  Computation of  Consideration.  For purposes of any  computation
respecting  consideration received pursuant to Subsection C above, the following
shall apply:

                  (a) in the case of the  issuance of shares of Common Stock for
cash, the  consideration  shall be the amount of such cash,  provided that in no
case  shall  any  deduction  be made  for any  commissions,  discounts  or other
expenses  incurred by Company for any  underwriting of the issue or otherwise in
connection therewith;

                  (b) in the case of the  issuance of shares of Common Stock for
a  consideration  in whole or in part other than cash, the  consideration  other
than cash shall be deemed to be the fair market value  thereof as  determined in
good faith by the Board of Directors of Company  (irrespective of the accounting
treatment thereof); and

                  (c) the aggregate  consideration  received for such securities
shall be deemed to be the consideration  received by Company for the issuance of
such  securities  plus  the  additional  minimum  consideration,  if any,  to be
received by Company upon the conversion or exchange  thereof (the  consideration
in each case to be  determined in the same manner as provided in clauses (a) and
(b) of this Subsection (D)).

            2.6.  Reservation of Shares.  During the period the conversion right
exists,  Company will reserve from its  authorized  and unissued  Common Stock a
sufficient number of shares to provide for the issuance of Common Stock upon the
full conversion of this Note. Company represents that upon issuance, such shares
will be duly and validly issued,  fully paid and non-assessable.  Company agrees
that its issuance of this Note shall  constitute full authority to its officers,
agents,  and  transfer  agents who are charged  with the duty of  executing  and
issuing stock  certificates to execute and issue the necessary  certificates for
shares of Common Stock upon the conversion of this Note.

                                  ARTICLE III
                                EVENTS OF DEFAULT

            The  occurrence  of any of the  events  set  forth in  Sections  3.1
through 3.10, inclusive, shall be an Event of Default ("EVENT OF DEFAULT"):


                                       5
<PAGE>

            3.1. Failure to Pay Principal,  Interest or other Fees. Any Borrower
fails to pay when due any  installment  of  principal,  interest  or other  fees
hereon or on any other Note issued  pursuant to the Security  Agreement,  or any
Borrower  fails to pay when due any amount due under any other  promissory  note
issued by such  Borrower  in favor of Holder,  when due in  accordance  with the
terms thereof, and in any such case, such failure shall continue for a period of
five (5) days following the date upon which any such payment was due.

            3.2. Breach of Covenant. Any Borrower breaches any covenant or other
term  or  condition  of this  Note,  the  Security  Agreement  or any  Ancillary
Agreement in any material respect and such breach, if subject to cure, continues
for a period of twenty (20) days after the occurrence thereof.

            3.3. Breach of Representations and Warranties. Any representation or
warranty of any Borrower or any of its Subsidiaries made herein, or the Security
Agreement,  or in any  Ancillary  Agreement  shall be false or misleading in any
material respect.

            3.4. Stop Trade. An SEC stop trade order or Principal Market trading
suspension of the Common Stock shall be in effect for 10 consecutive  days or 10
days during a period of 20 consecutive days, excluding in all cases a suspension
of all trading on a Principal Market,  provided that Company shall not have been
able to cure such  trading  suspension  within 30 days of the notice  thereof or
list the Common Stock on another Principal Market within 60 days of such notice.
The "Principal  Market" for the Common Stock shall include the NASD OTC Bulletin
Board,  NASDAQ SmallCap  Market,  NASDAQ National Market System,  American Stock
Exchange,  or New York Stock Exchange (whichever of the foregoing is at the time
the  principal  trading  exchange  or  market  for  the  Common  Stock),  or any
securities exchange or other securities market on which the Common Stock is then
being listed or traded.

            3.5.  Receiver or Trustee.  Any Borrower or any of its  Subsidiaries
shall make an assignment  for the benefit of creditors,  or apply for or consent
to the appointment of a receiver or trustee for it or for a substantial  part of
its  property or  business;  or such a receiver or trustee  shall  otherwise  be
appointed.

            3.6.  Judgments.  Any money judgment,  writ or similar final process
shall be entered or filed against any Borrower or any of its Subsidiaries or any
of their respective  property or other assets for more than $100,000,  and shall
remain unvacated, unbonded or unstayed for a period of thirty (30) days.

            3.7.   Bankruptcy.   Bankruptcy,   insolvency,   reorganization   or
liquidation  proceedings or other proceedings or relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  any
Borrower or any of its  Subsidiaries  and, in the case of an involuntary case or
proceeding, such case or proceeding is not dismissed within forty-five (45) days
following commencement thereof.

            3.8. Default Under Other  Agreements.  The occurrence of an Event of
Default  under  and  as  defined  in the  Security  Agreement  or any  Ancillary
Agreement  or the Secured  Convertible  Term Note dated as of the date hereof in
the  original  principal  amount of  $2,000,000  made by Company in favor of the
Holder or any event of default (or similar term) under any other indebtedness.


                                       6
<PAGE>

            3.9. Failure to Deliver Common Stock or Replacement Note.  Company's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required  by this Note and the  Security  Agreement,  if such  failure to timely
deliver  Common Stock shall not be cured within three (3) days.  If any Borrower
is required to issue a replacement  Note to Holder and such Borrower  shall fail
to deliver such replacement Note within fourteen (14) days.

            3.10.  Change  in  Control.  The  occurrence  of  a  change  in  the
controlling  ownership of any Borrower  without the prior written consent of the
Holder.

                           DEFAULT RELATED PROVISIONS

            3.11. Default Interest Rate. Following the occurrence and during the
continuance of an Event of Default, interest on this Note shall automatically be
increased by two percent  (2%) per month to a maximum  annual rate not to exceed
fifteen  percent  (15%),  and  all  outstanding  Obligations,  including  unpaid
interest,  shall  continue  to accrue  interest  from the date of such  Event of
Default at such interest rate applicable to such Obligations until such Event of
Default is cured or waived.

            3.12. Conversion Privileges.  The conversion privileges set forth in
Article  III shall  remain in full  force and effect  immediately  from the date
hereof and until this Note is paid in full.

            3.13.  Cumulative  Remedies.  The remedies  under this Note shall be
cumulative.

                                   ARTICLE IV
                                DEFAULT PAYMENTS

            4.1.  Default  Payment.  If  an  Event  of  Default  occurs  and  is
continuing beyond any applicable grace period,  the Holder,  at its option,  may
elect,  in addition  to all rights and  remedies  of Holder  under the  Security
Agreement  and the Ancillary  Agreements  and all  obligations  of each Borrower
under the  Security  Agreement  and the  Ancillary  Agreements,  to require  the
Borrowers to make a Default  Payment  ("DEFAULT  PAYMENT").  The Default Payment
shall be 120% of the outstanding  principal amount of the Note, plus accrued but
unpaid  interest,  all other fees then remaining  unpaid,  and all other amounts
payable  hereunder.  The Default  Payment shall be applied first to any fees due
and payable to Holder pursuant to the Notes or the Ancillary Agreements, then to
accrued and unpaid  interest due on the Notes and then to outstanding  principal
balance of the Notes.

            4.2.  Default  Payment  Date.  The Default  Payment shall be due and
payable  immediately  on the date  that the  Holder  has  exercised  its  rights
pursuant to Section 4.1 ("DEFAULT PAYMENT DATE").

            4.3.  Cumulative  Remedies.  The  remedies  under this Note shall be
cumulative.


                                       7
<PAGE>

                                   ARTICLE V
                                  MISCELLANEOUS

            5.1.  Failure or Indulgence  Not Waiver.  No failure or delay on the
part of the  Holder  hereof in the  exercise  of any power,  right or  privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  such  power,  right or  privilege  preclude  other or  further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

            5.2.  Notices.  Any notice herein  required or permitted to be given
shall be in writing and  provided in  accordance  with the terms of the Security
Agreement.

            5.3. Amendment Provision. The term "Note" and all reference thereto,
as used  throughout  this  instrument,  shall mean this instrument as originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented, and any successor instrument as it may be amended or supplemented.

            5.4.  Assignability.  This Note shall be binding upon each  Borrower
and its successors and assigns, and shall inure to the benefit of the Holder and
its successors and assigns, and may be assigned by the Holder in accordance with
the requirements of the Security Agreement and all applicable securities laws.

            5.5. Cost of  Collection.  If default is made in the payment of this
Note, each Borrower shall jointly and severally pay the Holder hereof reasonable
costs of collection, including reasonable attorneys' fees.

            5.6.  Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the State of
New York.  Each party hereto and the  individual  signing this Note on behalf of
each Borrower agree to submit to the jurisdiction of such courts. The prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from  bringing  suit or taking  other legal  action  against any Borrower in any
other jurisdiction to collect on the Borrowers obligations to Holder, to realize
on any  collateral or any other security for such  obligations,  or to enforce a
judgment or other court order in favor of Holder.

            5.7. Maximum  Payments.  Nothing contained herein shall be deemed to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by  Borrowers  to the  Holder  and thus  refunded  to the
Borrowers.


                                       8
<PAGE>

            5.8.  Security  Interest.  The  Holder  has been  granted a security
interest (i) in certain  assets of the Borrowers as more fully  described in the
Security  Agreement  and (ii) pursuant to the Pledge  Agreement  dated as of the
date hereof.

            5.9.  Construction.  Each party  acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

       [Balance of page intentionally left blank; signature page follows.]


                                       9
<PAGE>

      IN WITNESS WHEREOF,  each Borrower has caused this Secured  Revolving Note
to be signed in its name effective as of this 30th day of September, 2004.

                                         CATALYST LIGHTING GROUP, INC.


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

WITNESS:


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

                                         WHITCO COMPANY, LP

                                         By: WHITCO MANAGEMENT, LLC
                                             its General Partner

                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

WITNESS:


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


                                       10
<PAGE>

                              NOTICE OF CONVERSION

           (To be executed by the Holder in order to convert the Note)

      The undersigned  hereby elects to convert  $_________ of the principal and
$_________ of the interest due on the Secured Revolving Note (the "NOTE") issued
by Catalyst  Lighting Group,  Inc.  ("CLG") and the other Borrowers named and as
defined  therein  on  September  ___,  2004 into  shares of Common  Stock of CLG
according to the conditions set forth in the Note, as of the date written below.

Date of Conversion:
                   -------------------------------------------------------------
Conversion Price:
                 ---------------------------------------------------------------
Shares To Be Delivered:
                       ---------------------------------------------------------

Signature:
          ----------------------------------------------------------------------
Print Name:
           ---------------------------------------------------------------------
Address:
        ------------------------------------------------------------------------
Holder DWAC
instructions
            --------------------------------------------------------------------