EXHIBIT 10.199

                                                            Standard Chartered
                                                             [GRAPHIC OMITTED]

                                             Standard Chartered Bank
Date:    17th July 2000                      Corporate & Institutional Banking
                                             Credit Operations
Our ref: C&IB/MMC/TEAM3/BKE                  11th Floor Standard Chartered Tower
                                             388 Kwun Tong Road
                                             Kwun Tong
                                             Hong Kong
CONFIDENTIAL
-------------                                Telephone
                                             Fax

Go-Gro Industries Ltd.
6/F., Kenning Industrial Building,
19 Wang Hoi Road,
Kowloon Bay, Kowloon.

Attn. Mr. Jackey Chu, President
-------------------------------

Dear Sirs,

                   BANKING FACILITIES: GO-GRO INDUSTRIES LTD.

We are pleased to confirm that the Bank is willing to make available to your
company (the "Company") the following working capital facilities up to the
amounts indicated.

1.       CURRENT ACCOUNT OVERDRAFT - HKD5,000,000.-

2.       TRADE FINANCE GROUP 1 - HKD46,000,000.-

3.       TRADE FINANCE GROUP 2 - HKD46,000,000.-

4.       TRADE FINANCE GROUP 3 - HKD46,000,000.-

The above Trade Finance Groups 1, 2 and 3 are complementary and the combined
outstandings are not to exceed HKD46,000,000.-. For product availability, please
see the attachment to this letter.

Prior evidence of insurance is required for all "free on board" and "cost and
freight" shipments under import letters of credit.

Combined usance and loan period of any one transaction under import facilities
is not to exceed 120 days.

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                                                            Standard Chartered
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Go-Gro Industries Ltd.                                               Page 2


Usance period of export facilities is not to exceed 120 days.

Export invoice discounting is allowed subject to the Bank's prior approval on
drawee.

Packing credits allowed with 70% advance against lodgement of valid export
letters of credit for up to 90 days or the expiry date of the related letters of
credit, whichever is earlier.

The Company and the Co-borrower mentioned under the inter-availability clause
below undertake not to accept any amendments to the master letters of credit
without the prior written consent of the Bank.


5.       GUARANTEE FACILITY - HKD600,000.-

For the issuance of bank guarantees to secure utility services.


6.       CORPORATE VISA CARDS - HKD300,000.-

Interest will be charged at the Bank's prevailing Visa Card rate.


7.       STANDBY LETTER OF CREDIT - HKD9,000,000.-

For the issuance of standby letter of credit being deposit for importation of
raw materials into PRC for production. Maximum tenor is up to 365 days.

Note
----
Unutilised Standby Letter of Credit limit is available for all Trade Finance
Groups 1, 2 and 3 transactions.


INTER-AVAILABILITY

The above Facilities will also be available to Go-Gro Ltd. (the "Co-borrower"),
provided that the total outstandings of the Company and the Co-borrower are
within the limit amount of each type of facilities. It is agreed that for any
utilization of the facilities by the Co-borrower there will not need to be any
further reference to the Company.

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                                                            Standard Chartered
                                                             [GRAPHIC OMITTED]

Go-Gro Industries Ltd.                                               Page 3


INTEREST, COMMISSIONS AND FEES

Unless otherwise specified, interest on all sums advanced will be payable
monthly in arrears at Prime plus 0.25% per annum. A default rate of Prime plus
8% per annum will apply to amounts not paid when due or in excess of agreed
facility amounts. "Prime" means the rate which we announce or apply from time to
time as our prime rate for lending Hong Kong Dollars. Commissions will be
charged at our standard rates unless otherwise stipulated. Export bills will be
discounted, import bills and packing credit will be financed at our standard
bills finance rates. Export invoice discounting will be charged at our standard
bills finance rates plus 0.25% per annum. All past due bills shall bear interest
at 4% per annum above the rates charged on your regular bills outstandings.

Letters of Credit Opening Commission &
Commission in lieu of Exchange (import & export)
------------------------------------------------
First USD50,000.-               1/4%
Balance                         1/32%

Commission on Standby Letter of Credit
---------------------------------------
First USD50,000.-               0.125% per month          [GRAPHIC OMITTED]
USD50,001-USD300,000.-          0.0625%permonth
Balance                         0.041667% per month

You shall pay to the Bank an arrangement fee of HKD20,000.- to be collected
upon execution of debenture by the Co-borrower and HKD2,500 for Standby
Letter of Credit Facility, payable on the date on which the Bank's offer of the
above facilities are accepted by you as signified by your counter-signing of
this letter. The arrangement fee is non-refundable in any event. A handling fee
in an amount to be mutually agreed will be payable on each anniversary of the
date of this letter if the facilities are continuing. The fees will be debited
to your current account.

Whether or not the documentation for the above facilities is executed or the
facilities are made available to you as contemplated following your acceptance
of this letter, you shall forthwith on demand reimburse the Bank all out of
pocket expenses (including but not limited to legal fees and disbursements)
incurred by the Bank in connection with the facilities including, without
limitation, the negotiation, preparation, execution and/or enforcement of this
letter and the documentation referred to below.

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                                                            Standard Chartered
                                                             [GRAPHIC OMITTED]

Go-Gro Industries Ltd.                                               Page 4


AVAILABILITY AND REPAYMENT

The above facilities are subject to periodic review by the Bank at its
discretion, and it is expressly agreed that they will at all times be available
at the sole discretion of the Bank. Notwithstanding any other provisions
contained in this lever or in any other document, the Bank will at all times
have the right to require immediate payment and/or cash collateralisation of all
or part of any sums actually or contingently owing to it, and the right to
immediately terminate or suspend, in whole or in part, the facilities and all
further utilization of the facilities.


DOCUMENTATION

Before the above facilities may be used, the enclosed copy of this letter must
be signed by the Company and the Co-borrower and returned to us together with
certified copies of appropriate authorising board resolutions.

The following documentation are held/will also be required:

o        General Customer Agreements executed by the Company and the Coborrower.

o        All monies debenture with a specific charge over the Company's
         plan/machinery and a floating charge over all the assets including book
         debts, stock and uncalled capital for the account of the Company.

o        All monies debenture with floating charge over all the assets of the
         Co-borrower for the account of the Co-borrower.

         Note
         ----
         For the above debentures, insurance where commercially reasonably for
         the full insurable value is to be arranged through mutually acceptable
         insurers and is to be assigned to and held by the Bank. If not
         otherwise paid, we will have the right to pay the premiums and debit
         your current account.

o        Unlimited cross corporate guarantees between the Company and the
         Coborrower.

o        Corporate guarantee by Catalina Lighting, Inc., Miami, limited to the
         principal amount of USD7,800,000.- plus interest and other charges for
         the account of the Company and the Co-borrower.


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                                                            Standard Chartered
                                                             [GRAPHIC OMITTED]

Go-Gro Industries Ltd.                                               Page 5


o        Signed original copies of annual audited financial statements of the
         Company and the Co-borrower within 9 months after their financial year
         end. A signed original copy of Catalina Lighting, Inc., Miami's annual
         audited financial statements (i.e. 10K) within 6 months from statement
         date. Signed original copies of the Company's and the Co-borrower's
         quarterly management accounts, stock and debtor list within 3 months
         after the end of the relevant accounting period. A signed original copy
         of Catalina Lighting Inc. Miami's quarterly financial statements (i.e.
         10Q) within 3 months from statement date. Such other information as the
         Bank may request from time to time.


UNDERTAKINGS

The Company undertakes to the Bank that it will:

o        Maintain its net worth at not less than HKD120,000,000.-.

o        Limit the maximum outstanding trade receivables and current accounts to
         HKD75,000,000.- and limit the days outstanding for any intercompany
         trade receivables and current account to less than 90 days.
         Intercompany receivables regarding direct sales to United States buyers
         are not included in the intercompany trade receivables provided that
         they are 100% supported by export bills under letters of credit
         presented to the Bank for negotiation and/or for collection.

The Company and the Co-borrower undertake to the bank that they will:

o        Provide the Bank with quarterly statements showing a breakdown of loans
         to/from Catalina Lighting Inc., Miami and/or their subsidiaries and
         trade receivables and current accounts with Catalina Lighting Inc.,
         Miami and/or their subsidiaries within 3 months from statement date.

o        Not declare any dividends without the prior written consent of the
         Bank.

o        Immediately inform the Bank of any change of their directors or
         beneficial shareholders or amendment of their memoranda or articles of
         association.


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                                                            Standard Chartered
                                                             [GRAPHIC OMITTED]

Go-Gro Industries Ltd.                                               Page 6


By acceptance of this letter the Company and the Co-borrower give consent to the
Bank to disclose details of their account relationship with the Bank (including
credit balances and any security given for the facilities) to (i) its Head
Office and any of its offices, branches, related companies or associates, (ii)
any actual or proposed participant or sub-participant in, or assignee or novatee
of the Bank's rights in relation to their accounts, (iii) any agent, contractor
or third party service provider which provides services of any kind to the Bank
in connection with the operation of its business, and (iv) any financial
institution with which they have or propose to have dealings to enable credit
checks to be conducted on them.

Please sign the enclosed copy of this letter and return it to the Bank's Credit
Operations at 11th Floor, Standard Chartered Tower, 388 Kwun Tong Road, Kwun
Tong, Kowloon, for the attention of Ms. Peggy Yiu, within one month after the
date of this letter, after which this offer will lapse. When accepted, this
letter will supersede any previous facility letter which the Bank has issued to
the Company. This letter will be governed by Hong Kong law.

If you have any queries, please contact your Senior Relationship Manager Ms.
Angela Leung, whose telephone number is 2282-6415. In this respect, our
Solicitor. Messrs. Deacons will contact you to assist in the completion of the
required documentation.

We are pleased to be of service to you and take this opportunity to thank you
for your custom.


Yours faithfully,
For and on behalf of STANDARD CHARTERED BANK


 /s/ Josephine To
-----------------------------------
Josephine To
Senior Credit Documentation Manager

JT/PY/kc
Encl.


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                                                            Standard Chartered
                                                             [GRAPHIC OMITTED]

Go-Gro Industries Ltd.                                               Page 7



Agreed.
For and on behalf of GO-GRO INDUSTRIES LTD.


   [SIGNATURE ILLEGIBLE]
-----------------------------------



Agreed.
For and on behalf of GO-GRO LTD.


   [SIGNATURE ILLEGIBLE]
-----------------------------------


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                                                            Standard Chartered
                                                             [GRAPHIC OMITTED]


                             Go-Gro Industries Ltd.
                             ----------------------


Attachment Regarding Trade Finance Products
-------------------------------------------

This attachment forms an integral part of our banking facility letter dated 17th
July 2000.

You may use any product or aggregate of products in any one group up to the
limit shown in the attached banking facility letter.


Trade Finance Group 1
---------------------

o        Discrepant Credit Bills Negotiated - with recourse
o        Purchase of Documents Against Payment Bills of Exchange secured by
         goods
o        Purchase of Documents Against Acceptance Bills of Exchange with
         ECA/approved insurance cover
o        Back to Back Letters of Credit
o        Import Letters of Credit    - sight and usance
                                     - secured by goods
o        Loan Against Import


Trade Finance Group 2
---------------------

o        Purchase of Documents Against Acceptance Bills of Exchange without
         ECA/approved insurance cover
o        Purchase of Documents Against Payment Bills of Exchange not secured by
         goods
o        Quasi Back to Back Letters of Credit - not secured by goods
o        Import Letters of Credit    - sight and usance
                                     - not secured by goods
o        Shipping Guarantees


Trade Finance Group 3
---------------------

o        Pre-shipment Loan - i.e. Packing Credit
o        Acceptance of draft under Import Letter of Credit
o        Release of Documents Against Acceptance or Trust Receipt
o        Loans Against Trust Receipt
o        Import Loans
o        Invoice Discounting