EXHIBIT 10.202

                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED REVOLVING CREDIT
                             AND TERM LOAN AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT (this "Amendment") is entered into as of December 22, 2000, by
and among CATALINA LIGHTING, INC., a Florida corporation ("Domestic Borrower"),
CATALINA INTERNATIONAL PLC, a limited company organized under the laws of
England and Wales (Registered in England No. 03949382) ("Holdings Borrower"),
and RING LIMITED (formerly known as Ring PLC), a limited company organized under
the laws of England and Wales (Registered in England No. 29796) ("Sterling
Borrower"; Domestic Borrower, Holdings Borrower and Sterling Borrower are
collectively referred to herein as the "Borrowers" and individually as a
"Borrower"), SUNTRUST BANK, a Georgia banking corporation ("SunTrust"), and the
other banks and lending institutions that are signatories to this Amendment
(SunTrust and such other banks and lending institutions, collectively, the
"Lenders"), SUNTRUST BANK, in its capacities as Administrative Agent for the
Lenders (the "Administrative Agent"), as Domestic Issuing Bank (the "Domestic
Issuing Bank"), as Domestic Swingline Lender (the "Domestic Swingline Lender"),
as UK Swingline Lender ("UK Swingline Lender") and as UK Issuing Bank ("UK
Issuing Bank").

                               W I T N E S S E T H

         WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the
Domestic Swingline Lender, the Domestic Issuing Bank, the UK Swingline Lender
and the UK Issuing Bank entered into that certain Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of September 22, 2000, (as amended,
restated, supplemented, or otherwise modified from time to time, the "Credit
Agreement");

         WHEREAS, the Borrowers, the Lenders, the Administrative Agent, the
Domestic Swingline Lender, the Domestic Issuing Bank, the UK Swingline Lender
and the UK Issuing Bank are amending the Credit Agreement so as to make certain
changes in the terms and conditions of the Credit Agreement as are more fully
set forth herein;

         NOW THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged, the
Borrowers, the Lenders, the Administrative Agent, the Domestic Swingline Lender,
the Domestic Issuing Bank, the UK Swingline Lender and the UK Issuing Bank
hereby amend the Credit Agreement as follows:

                                  A. AMENDMENT

<PAGE>

         1. Unless otherwise specifically defined herein, each term used herein
which is defined in the Credit Agreement shall have the meaning assigned to such
term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein"
and "hereby" and each other similar reference and each reference to "this
Agreement" and each other similar reference contained in the Credit Agreement
shall from and after the date hereof refer to the Credit Agreement as amended
hereby.

         2. Section 1.01 of the Credit Agreement is hereby amended by deleting
the definitions of "Sterling L/Cs," "Sterling L/C Exposure," "Sterling L/C
Obligations," and "Sterling L/C Subcommitment," and adding the definitions of
"Foreign Currency L/Cs," "Foreign Currency L/C Subcommitment," "Freely Available
Foreign Currencies," and "Sale Leaseback Transaction," in the appropriate
alphabetical order:

                  "Foreign Currency L/Cs" shall mean, collectively, the letters
         of credit issued in Freely Available Foreign Currencies pursuant to
         Section 2.04 hereof by the UK Issuing Bank for the account of the
         Sterling Borrower pursuant to the Foreign Currency L/C Subcommitment,
         and "Foreign Currency L/C" shall mean any one of them.

                  "Foreign Currency L/C Exposure" shall mean, with respect to
         each Sterling Revolving Lender, the aggregate outstanding amount of all
         Foreign Currency L/C Obligations multiplied by such Sterling Revolving
         Lender's Pro Rata Share of the Sterling Revolving Credit Commitments.

                  "Foreign Currency L/C Obligations" shall mean the sum of (a)
         the maximum aggregate amount available to be drawn (assuming the
         conditions for drawing thereunder have been met) under all outstanding
         Foreign Currency L/Cs on the date of determination, plus (b) the
         aggregate amount of all drawings under Foreign Currency L/Cs honored by
         the UK Issuing Bank but not theretofore reimbursed by the Sterling
         Borrower on such date of determination.

                  "Foreign Currency L/C Subcommitment" shall mean the commitment
         of the UK Issuing Bank established pursuant to Section 2.04(b) as a
         subfacility of the Sterling Revolving Credit Commitment to issue
         Foreign Currency L/Cs for the account of the Sterling Borrower in an
         aggregate face amount not to exceed the Sterling Equivalent of
         $20,000,000.

                  "Freely Available Foreign Currencies" shall mean, at any time,
         Sterling, Dollars and any other currency, but shall not include Euros,
         that is determined by the Administrative Agent and the UK Issuing Bank
         to be freely available to financial institutions on foreign exchange
         markets in New York and London at such time.

                  "Sale-Leaseback Transaction" shall mean a financing
         transaction whereby


<PAGE>

         a Borrower or a Subsidiary sells one or more of its assets to a
         financial institution and leases back, as lessee such assets.

         3. Section 1.01 of the Credit Agreement is hereby amended so that, from
and after the date hereof, the definitions of "Commitment," "Consolidated
Adjusted EBITDA," "Consolidated Capital Expenditures," "Determination Date,"
"L/Cs," "L/C Exposure," "L/C Obligations," and "Sterling Equivalent" set forth
therein shall read as follows:

                  "Commitment" shall mean, for any Lender, its Revolving Credit
         Commitment (including its interest in the Domestic Revolving Credit
         Commitment, the Domestic L/C Subcommitment, the Foreign Currency L/C
         Subcommitment, the Domestic Swingline Subcommitment, the Sterling
         Revolving Credit Commitment and the Sterling Swingline Subcommitment),
         its Term A Loan Commitment or its Term B Loan Commitment, as the
         context may require, and the term "Commitments" shall mean,
         collectively, the Revolving Credit Commitments of all Revolving
         Lenders, the Domestic L/C Subcommitment of the Domestic Issuing Bank,
         the Foreign Currency L/C Subcommitment of the UK Issuing Bank, the
         Domestic Swingline Subcommitment of the Domestic Swingline Lender and
         the Sterling Swingline Subcommitment of the UK Swingline Lender, the
         Term A Loan Commitments of all Term A Lenders and the Term B Loan
         Commitments of all Term B Lenders.

                  "Consolidated Adjusted EBITDA" shall mean (a) for any period
         ending after the last day of the fourth Fiscal Quarter of Fiscal Year
         2002, Consolidated EBITDA, and (b) for any period ending on or prior to
         the last day of the fourth Fiscal Quarter of Fiscal Year 2002,
         Consolidated EBITDA, plus the following (to the extent deducted in
         determining Consolidated Net Income for such period and not added back
         pursuant to the definition of Consolidated EBITDA):

                  (i) for the period ending on the last day of the fourth Fiscal
         Quarter of Fiscal Year 2000, up to $976,000 for a severance payment to
         William C. Stewart;

                  (ii) for the periods ending on the last day of the fourth
         Fiscal Quarter of Fiscal Year 2000, up to $583,000 for losses incurred
         in connection with the sale of M&F Components;

                  (iii) for the periods ending on the last day of Fiscal Quarter
         during Fiscal Year 2001 and Fiscal Year 2002, up to $250,000 for
         payments under the non compete agreement with William C. Stewart;

                  (iv) for the period beginning on September 30, 2000 through
         June 30, 2001, the Sterling Borrower public company expenses up to an
         aggregate annual amount of $500,000;

<PAGE>

                  (v) for the period beginning on September 30, 2000 through
         March 31, 2001, legal and investment advisory fees incurred by Ring PLC
         with respect to its sale to Catalina up to an aggregate annual amount
         of $739,257; and

                  (vi) for the period beginning on September 30, 2000 through
         March 31, 2001, any Pension Expense Associated with sale of the
         Engineering Division up to an aggregate annual amount of $578,687.

                  "Consolidated Capital Expenditures" shall mean, for any
         period, the aggregate of expenditures of the Consolidated Companies for
         the acquisition or leasing pursuant to capital leases of fixed or
         capital assets or additions to property, plants and equipment
         including, but not limited to, replacements, capitalized repairs and
         improvements) which should be capitalized under GAAP consistently
         applied. Notwithstanding the foregoing, expenditures attributable to
         replacement items shall be included net of any proceeds from the
         disposal of the item that was replaced.

                  "Determination Date" means with respect to the Term A Loan,
         which is a Sterling Loan, and any Sterling Revolving Loan, Sterling
         Swingline Loan and any Foreign Currency L/C Obligation:

                  (a) in connection with any new extension of credit, the
         Business Day which is the earlier of the date such credit is extended
         or the date the rate is set, as applicable;

                  (b) in connection with the continuation of a Borrowing into a
         new Interest Period, the Business Day which is the earlier of the date
         such Borrowing is continued or the date the rate is set, as applicable;
         or

                  (c) the date of any reduction of the Revolving Credit
         Commitments pursuant to the terms of Article II; and

                  (d) such additional dates, not more frequently than once a
         month, as may be determined by the Administrative Agent.

                  "L/Cs" shall mean, collectively, the Domestic L/Cs and the
         Foreign Currency L/Cs, and "L/C" shall mean any one of them.

                  "L/C Exposure" shall mean the sum of the Domestic L/C Exposure
         plus the Dollar Equivalent of the Foreign Currency L/C Exposure.

                  "L/C Obligations" shall mean the sum of the Domestic L/C
         Obligations plus the Dollar Equivalent of the Foreign Currency L/C
         Obligations.

<PAGE>

                  "Sterling Equivalent" shall mean, with respect to any amount
         in Dollars or any Freely Available Foreign Currency, as applicable, the
         amount in Sterling that could be purchased with such amount of Dollars
         or any Freely Available Foreign Currency, as applicable, using the
         foreign exchange rate(s) specified in the definition of the term
         "Dollar Equivalent", as determined by the Administrative Agent.

         4. Section 2.01 of the Credit Agreement is hereby amended so as to read
         as follows:

                  Section 2.01 Revolving Credit Commitments. Subject to and upon
         the terms and conditions herein set forth, (x) each Revolving Lender
         hereby severally establishes in favor of the Domestic Borrower and the
         Sterling Borrower its respective Revolving Credit Commitment pursuant
         to which such Revolving Lender agrees to make Domestic Revolving Loans
         to the Domestic Borrower within the Domestic Revolving Credit
         Commitment in accordance with Section 2.02 for the purposes set forth
         in Section 2.13, to make Sterling Revolving Loans to the Sterling
         Borrower within the Sterling Revolving Credit Commitment in accordance
         with Section 2.03 for the purposes set forth in Section 2.13, to
         purchase participation interests in the Domestic L/Cs issued by the
         Domestic Issuing Bank for the account of the Domestic Borrower in
         accordance with this Article II, to purchase participation interests in
         the Foreign Currency L/Cs issued by the UK Issuing Bank for the account
         of the Sterling Borrower in accordance with this Article II, to
         purchase participation interests in the Domestic Swingline Loans made
         to the Domestic Borrower by the Domestic Swingline Lender pursuant to
         this Article II, and to purchase participation interests in the
         Sterling Swingline Loans made to the Sterling Borrower by the UK
         Swingline Lender pursuant to this Article II, (y) the Domestic Issuing
         Bank establishes in favor of the Domestic Borrower a letter of credit
         subcommitment within the Domestic Revolving Credit Commitment pursuant
         to which the Domestic Issuing Bank agrees to issue Domestic L/Cs in
         accordance with this Article II, and the UK Issuing Bank establishes in
         favor of the Sterling Borrower a letter of credit subcommitment within
         the Sterling Revolving Credit Commitment pursuant to which the UK
         Issuing Bank agrees to issue Foreign L/Cs in accordance with this
         Article II, and (z) the Domestic Swingline Lender establishes in favor
         of the Domestic Borrower a swingline subcommitment within the Domestic
         Revolving Credit Commitment pursuant to which the Domestic Swingline
         Lender agrees to make Domestic Swingline Loans in accordance with this
         Article II, and the UK Swingline Lender establishes in favor of the
         Sterling Borrower a swingline subcommitment within the Sterling
         Revolving Credit Commitment pursuant to which the UK Swingline Lender
         agrees to make Sterling Swingline Loans in accordance with this Article
         II; provided, however, that in no event may the aggregate principal
         amount of all

<PAGE>

         outstanding Domestic Revolving Loans, the Dollar Equivalent of all
         outstanding Sterling Revolving Loans (determined as of the most recent
         Determination Date), the aggregate principal amount of all outstanding
         Domestic Swingline Loans, the Dollar Equivalent (determined as of the
         most recent Determination Date) of all outstanding Sterling Swingline
         Loans and the aggregate amount of all L/C Obligations exceed the Total
         Revolving Credit Commitment Amount from time to time in effect.

         5. Section 2.03(a) of the Credit Agreement is hereby amended so as to
         read as follows:

                  (a) Subject to and upon the terms and conditions herein set
         forth (including the limitation set forth in Section 2.01), each
         Sterling Revolving Lender severally agrees to make to the Sterling
         Borrower, from time to time prior to the Revolving Credit Termination
         Date, Sterling Revolving Loans in an aggregate principal amount
         outstanding at any time not to exceed an amount equal to:

                           (A) such Sterling Revolving Lender's Pro Rata Share
         of the Sterling Revolving Credit Commitment Amount minus (B) the Dollar
         Equivalent (determined as of the most recent Determination Date) of the
         Revolving Lender's aggregate outstanding Sterling Revolving Loans,
         minus (C) the Dollar Equivalent (determined as of the most recent
         Determination Date) of such Sterling Lender's Foreign Currency L/C
         Exposure minus (D) the Dollar Equivalent (determined as of the most
         recent Determination Date) of such Sterling Revolving Lender's Sterling
         Swingline Exposure;

                  provided, however, that the conditions set forth in Sections
         2.01, 6.01 and 6.02 have been fulfilled before and after giving effect
         to each Borrowing of Sterling Revolving Loans; and provided further
         that at no time may the Dollar Equivalent (determined as of the most
         recent Determination Date) of all Sterling Revolving Loans plus the
         Dollar Equivalent of all Foreign Currency L/C Obligations plus the
         Dollar Equivalent of all Sterling Swingline Loans exceed the Sterling
         Revolving Credit Commitment Amount. For the purpose of determining the
         unutilized portion of the Sterling Revolving Credit Commitment of each
         Sterling Revolving Lender on the date of a requested Borrowing under
         the Sterling Revolving Credit Commitment, the Dollar Equivalent of the
         Sterling Borrowing then being requested shall be aggregated with the
         Dollar Equivalent (as of the most recent Determination Date) of all
         other Sterling Revolving Loans, Sterling Swingline Loan, and Foreign
         Currency L/C Obligations then outstanding; and provided further that
         the aggregate amount of all Sterling Revolving Loans and Foreign
         Currency L/C's outstanding, including the amount of any Sterling
         Borrowing or L/C then being requested and the amount of all Sterling
         Revolving Loans and Sterling Swingline Loan (determined as of the most
         recent Determination Date), L/C Obligations, Domestic Revolving Loans
         and Domestic Swingline Loans shall not exceed the Borrowing Limit. The
         Sterling Borrower shall be entitled to repay and reborrow Sterling
         Revolving Loans in accordance with the provisions of this Agreement.

<PAGE>

         6. Section 2.04(b) of the Credit Agreement is hereby amended so as to
read as follows:

                  (b) Foreign Currency L/C Subcommitment. Subject to, and upon
         the terms and conditions hereof, the Sterling Borrower may request, in
         accordance with the provisions of this Section 2.04 and Section 2.05,
         that the UK Issuing Bank issue one or more Foreign Currency L/Cs for
         the account of the Sterling Borrower; provided that (i) no Foreign
         Currency L/C shall have an expiration date that is later than five (5)
         Business Days prior to the Revolving Credit Termination Date; (ii) each
         Foreign Currency L/C issued by the UK Issuing Bank shall be in a stated
         amount of at least the Sterling Equivalent of (pound)13,000, and (iii)
         the Sterling Borrower shall not request that the UK Issuing Bank issue
         a Foreign Currency L/C if, after giving effect to such issuance, (A)
         the aggregate amount of the Dollar Equivalent (as of the relevant
         Determination Date) of the Foreign Currency L/C Obligations would
         exceed the Foreign Currency L/C Subcommitment, (B) the aggregate amount
         of all L/C Obligations, plus the aggregate principal amount of all
         outstanding Domestic Revolving Loans, plus the Dollar Equivalent (as of
         the relevant Determination Date) of the aggregate outstanding Sterling
         Revolving Loans, plus the aggregate outstanding amount of all Domestic
         Swingline Loans plus the Dollar Equivalent (as of the relevant
         Determination Date) of the aggregate principal amount of all
         outstanding Sterling Swingline Loans would exceed the Borrowing Limit,
         or (C) the aggregate amount of the Dollar Equivalent of Foreign
         Currency L/C Obligations, plus the Dollar Equivalent (as of the
         relevant Determination Date) of the aggregate principal amount of all
         outstanding Sterling Swingline Loans, plus the Dollar Equivalent (as of
         the relevant Determination Date) of the aggregate outstanding Sterling
         Revolving Loans, would exceed the Sterling Revolving Credit Commitment
         Amount. Upon the issuance of each Foreign Currency L/C, each Sterling
         Revolving Lender shall be deemed to, and hereby irrevocably and
         unconditionally agrees to, purchase from the UK Issuing Bank without
         recourse a participation in such Foreign Currency L/C equal to such
         Sterling Revolving Lender's Pro Rata Share of the aggregate amount
         available to be drawn under such Foreign Currency L/C. Each issuance of
         a Foreign Currency L/C shall be deemed to utilize the Sterling
         Revolving Credit Commitment of each Sterling Revolving Lender by an
         amount equal to the amount of such participation.

         7. Section 2.05 of the Credit Agreement is hereby amended so as to read
as follows:

         Section 2.05 Notice of Issuance of L/C; Agreement to Issue.

                  (a) Whenever the Domestic Borrower desires the issuance of a
         Domestic L/C, the Borrower Representative shall, in addition to any
         application

<PAGE>

         and documentation procedures required by the Domestic Issuing Bank for
         the issuance of such L/C, deliver to the Administrative Agent and the
         Domestic Issuing Bank, a written notice no later than 11:30 a.m.
         (Atlanta, Georgia time) at least three (3) Business Days in advance of
         the proposed date of issuance (which amount shall be specified in US
         Dollars). Whenever the Sterling Borrower desires the issuance of a
         Foreign Currency L/C, the Borrower Representative shall, in addition to
         any application and documentation procedures required by the UK Issuing
         Bank for the issuance of such Foreign Currency L/C, deliver to the
         Administrative Agent and the UK Issuing Bank a written notice no later
         than 11:30 a.m. (Atlanta, Georgia time) at least three (3) Business
         Days in advance of the proposed date of issuance (which amount shall be
         specified in the appropriate Freely Available Foreign Currency). Any UK
         Subsidiary of the Sterling Borrower may make an application and deliver
         notice to the UK Issuing Bank for issuance of a Foreign Currency L/C,
         and such Foreign Currency L/C shall be issued in the name of such UK
         Subsidiary. Notwithstanding the fact that such Foreign Currency L/C
         shall be issued in the name of such UK Subsidiary, the Sterling
         Borrower shall be obligated to indemnify the UK Issuing Bank for such
         Foreign Currency L/C in the manner prescribed in Section 2.09 as if
         such Foreign Currency L/C was issued in the name of the Sterling
         Borrower. Each such notice, whether given by the Sterling Borrower or
         any of its UK Subsidiaries shall specify (i) the proposed date of
         issuance (which shall be a Business Day); (ii) the face amount of the
         L/C (which amount shall be specified in the applicable Freely Available
         Foreign Currency); (iii) the expiration date of the L/C; and (iv) the
         name and address of the beneficiary with respect to such L/C, and shall
         attach a precise description of the documentation and a verbatim text
         of any certificate to be presented by the beneficiary of such L/C which
         would require the Domestic Issuing Bank or UK Issuing Bank, as the case
         may be, to make payment under the L/C, provided that the Domestic
         Issuing Bank or UK Issuing Bank, as the case may be, may require
         changes in any such documents and certificates in accordance with its
         customary letter of credit practices, and provided further, that no L/C
         shall require payment against a conforming draft to be made thereunder
         on the same Business Day that such draft is presented if such
         presentation is made after 11:30 a.m. (Atlanta, Georgia time) in the
         case of a Domestic L/C or within two Business Days in the case of a
         Foreign Currency L/C. To the extent any application and notice shall be
         inconsistent with the terms of this Agreement, then the terms of this
         Agreement shall prevail. Absent such inconsistency, the terms of the
         application and notice and this Agreement shall remain in full force
         and effect. In determining whether to pay under any L/C, the applicable
         Issuing Bank shall be responsible only to determine that the documents
         and certificate required to be delivered under its L/C have been
         delivered, and that they comply on their face with the requirements of
         the L/C. Promptly after receiving the notice of issuance of a L/C, the
         Administrative Agent shall notify each Domestic Revolving Lender or
         Sterling Revolving Lender, as the case may be, of such Revolving
         Lender's respective participation therein, determined in accordance
         with its respective Pro

<PAGE>

         Rata Share of the respective Revolving Domestic or Sterling Credit
         Commitments on the date of the issuance of such L/C.

                  (b) The Domestic Issuing Bank agrees, subject to the terms and
         conditions set forth in this Agreement, to issue for the account of the
         Domestic Borrower one or more Domestic L/Cs, each in a face amount
         equal to the face amount requested under Section 2.05(a) above,
         following its receipt of a notice and the application and other
         documents required by Section 2.05(a). The UK Issuing Bank agrees,
         subject to the terms and conditions set forth in this Agreement, to
         issue for the account of the Sterling Borrower one or more Foreign
         Currency L/Cs, each in a face amount equal to the face amount requested
         under Section 2.05(a) above, following its receipt of a notice and the
         application and other documents required by Section 2.05(a).
         Immediately upon the issuance of each L/C, each Domestic Revolving
         Lender or Sterling Revolving Lender shall be deemed to, and hereby
         agrees to, have irrevocably purchased from the Domestic Issuing Bank or
         the UK Issuing Bank, as the case may be, a participation in such L/C
         and any drawing thereunder in an amount equal to such Revolving
         Lender's Pro Rata Share of the Domestic Revolving Credit Commitments or
         the Sterling Revolving Credit Commitments, as the case may be,
         multiplied by the face amount of such L/C.

                  (c) Each Domestic Revolving Lender hereby purchases a
         participation in the Existing Domestic L/Cs and any drawings thereunder
         in an amount equal to such Lender's Pro Rata Share of the Domestic
         Revolving Credit Commitments multiplied by the face amount of such
         Existing Domestic L/Cs.

                   Each Sterling Revolving Lender hereby purchases a
         participation in the Existing Foreign Currency L/Cs and any drawings
         thereunder in an amount equal to such Lender's Pro Rata Share of the
         Sterling Revolving Credit Commitments multiplied by the face amount of
         such Existing Foreign Currency L/Cs.

         8. Section 2.06(b) and 2.06(c) of the Credit Agreement are hereby
amended so as to read as follows:

                  (b) In the event of any request for a drawing under a Foreign
         Currency L/C by the beneficiary thereof, the UK Issuing Bank shall
         notify the Sterling Borrower, the Administrative Agent and the Sterling
         Revolving Lenders on or before the date on which the UK Issuing Bank
         intends to honor such drawing, and the Sterling Borrower agrees to
         reimburse the UK Issuing Bank on the day on which such drawing is
         honored in an amount, in same day funds in the Freely Available Foreign
         Currency the L/C is issued under, equal to the amount of such drawing,
         provided that anything contained in this Agreement to the contrary
         notwithstanding, unless the Sterling Borrower shall have notified the
         UK Issuing Bank and the Administrative Agent prior to 11:30 a.m.
         (Atlanta, Georgia time) on

<PAGE>

         the Business Day three (3) Business Days prior to the date on which
         such drawing is honored, that the Sterling Borrower intends to
         reimburse the UK Issuing Bank for the amount of such drawing with funds
         other than the proceeds of Sterling Revolving Loans, the Sterling
         Borrower shall be deemed to have timely given a Sterling Revolving
         Notice of Borrowing to the Administrative Agent requesting Sterling
         Revolving Loans on the date on which such drawing is honored in an
         amount equal to the Sterling Equivalent of the amount of such drawing,
         and the Sterling Revolving Lenders shall by 1:00 p.m (Atlanta, Georgia
         time) on the date of such drawing, make Sterling Revolving Loans in the
         Sterling Equivalent of the amount of such drawing, the proceeds of
         which shall be applied directly by the Administrative Agent to
         reimburse the UK Issuing Bank for the Sterling Equivalent of the amount
         of such drawing, provided that for the purposes solely of such Sterling
         Revolving Borrowing, the conditions and requirements set forth in
         Sections 2.01, 2.03, 6.01 and 6.02 hereof shall not be applicable, and
         provided further that if for any reason proceeds of the Sterling
         Revolving Loans are not received by the UK Issuing Bank on such date in
         the amount equal to the Sterling Equivalent of the amount of such
         drawing, the Sterling Borrower shall reimburse the UK Issuing Bank on
         the Business Day immediately following the date of such drawing in an
         amount, in Sterling and immediately available funds, equal to the
         excess of the Sterling Equivalent of the amount of such drawing over
         the amount of such Sterling Revolving Loans, if any, which are so
         received, plus accrued interest on the amount at the applicable rate of
         interest for Sterling Revolving Loans.

                  (c) Notwithstanding any provision of this Agreement to the
         contrary, to the extent that any L/C or portion thereof remains
         outstanding on the Revolving Credit Termination Date, the parties
         hereby agree that the beneficiary or beneficiaries thereof shall be
         deemed to have made a drawing of all available amounts pursuant to such
         L/Cs on the Revolving Credit Termination Date, which amounts shall be
         reimbursed (i) in the case of a Domestic L/C, to the Domestic Issuing
         Bank by the Domestic Borrower directly (and not through a Domestic
         Revolving Borrowing under the Domestic Revolving Credit Commitments as
         contemplated in Section 2.06(a)), (ii) in the case of a Foreign
         Currency L/C, to the UK Issuing Bank by the Sterling Borrower directly
         (and not through a Sterling Revolving Borrowing under the Sterling
         Revolving Credit Commitments as contemplated in Section 2.06(b)), and
         thereafter held by such Issuing Bank as cash collateral for its
         remaining obligations pursuant to such L/C in such Issuing Bank's Cash
         Collateral Account.

         9. Section 2.07 of the Credit Agreement is hereby amended so as to read
as follows:

                  Section 2.07 Payment by Revolving Lenders. In the event that
         the Domestic Borrower or the Sterling Borrower shall fail to reimburse
         the Domestic

<PAGE>

         Issuing Bank or UK Issuing Bank, as applicable, as provided in Section
         2.06 by borrowing Domestic Revolving Loans or Sterling Revolving Loans,
         as applicable, or otherwise providing an amount equal to the amount of
         any drawing honored by such Issuing Bank, such Issuing Bank shall
         promptly notify the Administrative Agent who shall promptly notify
         respective Domestic or Sterling Revolving Lender of the unreimbursed
         amount of such drawing and of such Revolving Lender's Pro Rata Share
         thereof. Each respective Domestic or Sterling Revolving Lender shall
         make available to the Administrative Agent an amount equal to its
         respective participation, in US Dollars in the case of Domestic L/Cs,
         and in the appropriate Freely Available Foreign Currency in the case of
         Foreign L/Cs, and in immediately available funds, at the Payment Office
         of the Administrative Agent not later than 1:00 p.m. (Atlanta, Georgia
         time) in the case of participations in Domestic L/Cs on the Business
         Day after the date notified by the Administrative Agent, and, in the
         case of participations in Foreign Currency L/C's, not later than three
         (3) Business Days after the date notified by the Administrative Agent,
         and the Administrative Agent shall promptly make such amounts available
         to the applicable Issuing Bank. In the event that any such Domestic or
         Sterling Revolving Lender fails to make available to the Administrative
         Agent the amount of such Domestic or Sterling Revolving Lender's
         respective participation in such L/C, such Issuing Bank shall be
         entitled to recover such amount on demand from such Domestic or
         Sterling Revolving Lender together with interest at the Federal Funds
         Rate for the first two Business Days after demand and thereafter at the
         Base Rate. Each Issuing Bank shall distribute to the Administrative
         Agent all payments received by such Issuing Bank from the Domestic
         Borrower and Sterling Borrower in reimbursement of drawings honored by
         such Issuing Bank under such L/C when such payments are received. The
         Administrative Agent shall promptly distribute to each respective
         Domestic or Sterling Revolving Lender (other than the Issuing Banks)
         that has paid all amounts payable under this Section with respect to
         any L/C, such Revolving Lender's applicable Pro Rata Share of such
         payments.

         10. Section 5.05(c) and 5.05(d) of the Credit Agreement are hereby
amended so as to read as follows:

                  (c) The Domestic Borrower and the Sterling Borrower, as the
         case may be, agree to pay to the Administrative Agent, for the ratable
         benefit of each Revolving Lender based upon its respective Pro Rata
         Share of the Domestic and Sterling Revolving Credit Commitments, as the
         case may be a letter of credit fee for standby letters of credit (the
         "Standby L/C Fee") for the period commencing on the Closing Date to and
         including the Revolving Credit Termination Date, equal to the
         Applicable

<PAGE>

         LIBOR Margin then in effect multiplied by the L/C Obligations
         consisting of standby letters of credit; provided, however, that if an
         Event of Default has occurred and is continuing, the Standby L/C Fee
         shall be increased to an amount equal to two percentage points above
         the Applicable LIBOR Margin then in effect multiplied by the L/C
         Obligations consisting of standby letters of credit. The Standby L/C
         Fee shall be payable quarterly in arrears on the last day of each
         calendar quarter, commencing on the last day of the calendar quarter in
         which the first L/C is issued, and on the Revolving Credit Termination
         Date. The Domestic Borrower and the Sterling Borrower, as the case may
         be, agree to pay to the Administrative Agent, for the ratable benefit
         of each Revolving Lender based upon its respective Pro Rata Share of
         the Domestic and Sterling Revolving Credit Commitments, as the case may
         be a letter of credit fee for commercial/trade letters of credit (the
         "Commercial L/C Fee"), payable at the time of issuance, for the period
         commencing on the Closing Date to and including the Revolving Credit
         Termination Date, equal to .25% of the face amount on issuance and/or
         increases for each 90 day period and 1% per annum of the face amount on
         acceptance of a draw under a L/C plus usual and customary bank charges
         for the Issuing Bank's account as agreed upon between Issuing Bank and
         the Domestic Borrower or the Sterling Borrower; provided, however, that
         if an Event of Default has occurred and is continuing, the Commercial
         L/C Fee shall be increased to an amount equal to two percentage points
         above the fee then in effect. Fees payable for Foreign Currency L/C's
         shall be paid in Dollars.

                  (d) The Domestic Borrower agrees to pay to the Domestic
         Issuing Bank for its own account, a facing fee (the "Domestic Facing
         Fee") for the period commencing on the Closing Date to and including
         the Revolving Credit Termination Date, equal to 0.25% per annum
         multiplied by the Domestic L/C Obligations, plus customary issuance and
         administration fees. The Sterling Borrower agrees to pay to the UK
         Issuing Bank for its own account a facing fee (the "UK Facing Fee"
         payable in Dollars; together with the Domestic Facing Fee, the "Facing
         Fees") for the period commencing on the Closing Date to and including
         the Revolving Credit Termination Date, equal to 0.25% per annum
         multiplied by the Foreign Currency L/C Obligations, plus customary
         issuance and administration fees. The Facing Fees shall be payable
         quarterly in arrears on the last day of each calendar quarter,
         commencing on the last day of the calendar quarter in which the first
         L/C is issued, and on the Revolving Credit Termination Date.

         11. Section 8.07(a) of the Credit Agreement is hereby amended so as to
read as follows:

                  Annual Financial Statements. As soon as available and in any
         event within 120 days after the end of each Fiscal Year, balance sheets
         of the Consolidated Companies as at the end of such year, presented on
         a consolidated basis, and the related statements of income, retained
         earnings and cash flows of the Consolidated Companies for such Fiscal
         Year, presented on a consolidated basis, setting forth in each case in
         comparative form the figures for the previous Fiscal Year, all in
         reasonable detail and accompanied by a report thereon of

<PAGE>

         Deloitte & Touche LLP or other independent public accountants of
         comparable recognized national standing, which such report shall be
         unqualified as to going concern and scope of audit, with the exception
         of the September 30, 2000 audit, and shall state that such financial
         statements present fairly in all material respects the financial
         condition as at the end of such Fiscal Year, and the results of
         operations and statements of cash flows of the Consolidated Companies
         for such Fiscal Year in accordance with GAAP and that the examination
         by such accountants in connection with such financial statements has
         been made in accordance with generally accepted auditing standards;

         12. Section 8.09(c) of the Credit Agreement is hereby amended so as to
read as follows:

                  (c) The Borrowers (other than the Sterling Borrower) shall use
         all reasonable endeavors to procure that:

                  (i) the Sterling Borrower delists, converts to a private
         limited company, completes the Whitewash Procedure, executes the
         Sterling Borrower Guaranty and the UK Security Amendment Agreement as
         soon as reasonably and legally practicable and in any event no later
         than February 28, 2001; and

                  (ii) each member of the Sterling Borrower Group (other than
         dormant companies) and any other member of the Sterling Borrower Group
         which is or becomes a Material Foreign Subsidiary after the date
         hereof, delists where necessary, converts to a private company,
         completes the Whitewash Procedures and executes a UK Subsidiary
         Guaranty Accession Agreement and a UK Security Accession Agreement as
         soon as reasonably and legally practicable and in any event no later
         than February 28, 2001 (or in the case of any subsequent Material
         Foreign Subsidiary within the later of February 28, 2001 or two months
         of it becoming a Material Foreign Subsidiary).

         13. Section 9.01 of the Credit Agreement is hereby amended as follows:

                  (d) so long as no Event of Default is occurring and is
         continuing, purchase money Indebtedness, Sale-Lease Back Transactions,
         and Capital Lease Obligations to the extent secured by a Lien permitted
         by Section 9.02(f) and incurred in an amount not to exceed $1,000,000
         in any one Fiscal Year after the Closing Date ;

         14. Section 9.05 of the Credit Agreement is hereby amended so as to
read as follows:

                  Section 9.05 Lease Obligations. Create or suffer to exist any
         obligations for the payment under operating leases or agreements to
         lease

<PAGE>

         (including all Synthetic Lease Obligations but excluding any
         obligations under leases required to be classified as capital leases
         under GAAP) having a term of one year or more which would cause the
         direct or contingent liabilities of the Consolidated Companies under
         such leases or agreements to lease, on a consolidated basis, to exceed
         five percent (5%) of the Net Worth of the Consolidated Companies as of
         the last day of the most recently ended Fiscal Year; provided, however,
         the Borrowers shall be allowed to enter into the Sale-Lease Back
         Transaction.

         15. Section 11.02 of the Credit Agreement is hereby amended so as to
read as follows:

                  Section 11.02 Appointment of Issuing Banks. Each Revolving
         Lender hereby designates SunTrust as the Domestic Issuing Bank to issue
         Domestic L/Cs, hold a Cash Collateral Account and to act as herein
         specified. Each Sterling Revolving Lender hereby designates SunTrust as
         the UK Issuing Bank to issue Foreign Currency L/Cs, hold a Cash
         Collateral Account and to act as herein specified. Each Revolving
         Lender hereby irrevocably authorizes, and each holder of any Revolving
         Credit Note by the acceptance of a Revolving Credit Note shall be
         deemed irrevocably to authorize, each Issuing Bank to take such actions
         on its behalf under the provisions of this Agreement, the other Credit
         Documents, and all other instruments and agreements referred to herein
         or therein, and to exercise such powers and to perform such duties
         hereunder and thereunder as are specifically delegated to or required
         of each such Issuing Bank by the terms hereof and thereof and such
         other powers as are reasonably incidental thereto. Each Issuing Bank
         may perform any of its duties hereunder by or through its agents or
         employees.

                                B. MISCELLANEOUS

         1. Except as expressly set forth herein, this Amendment shall be deemed
not to waive or modify any provision of the Credit or the other Credit
Documents, and all terms of the Credit Agreement, as amended hereby, shall be
and shall remain in full force and effect and shall constitute a legal, valid,
binding and enforceable obligations of the Borrowers, the Lenders, the
Administrative Agent, the Domestic Swingline Lender, the Domestic Issuing Bank,
and the UK Issuing Bank. All references to the Credit Agreement shall
hereinafter be references to the Credit Agreement as amended by this Amendment.

         2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF GEORGIA AND ALL APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.

<PAGE>

         3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.

         4. This Amendment shall be binding on, and shall inure to the benefit
of, the successors and assigns of the parties hereto.

         5. In the event that any part of this Agreement shall be found to be
illegal or in violation of public policy, or for any reason unenforceable at
law, such finding shall not invalidate any other part thereof.

         6. TIME IS OF THE ESSENCE UNDER THIS AGREEMENT.

         7. The parties agree that their signatures by telecopy or facsimile
shall be effective and binding upon them as though executed in ink on paper but
that the parties shall exchange original ink signatures promptly following any
such delivery by telecopy or facsimile.

         8. The Borrowers agree to pay all costs and expenses of the
Administrative Agent and the Lenders incurred in connection with the
preparation, execution, delivery and enforcement of this Amendment, including
the reasonable fees and out-of-pocket expenses of Administrative Agent's
counsel.

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized,
all as of the date first above written.

                                         CATALINA LIGHTING, INC.,
                                         as a Borrower


                                         By: /s/ Robert Hersh
                                            ---------------------------------
                                             Name:  Robert Hersh
                                             Title:  CEO

                                         CATALINA INTERNATIONAL PLC,
                                         as a Borrower


                                         By: /s/ Robert Hersh
                                            ---------------------------------
                                             Name:  Robert Hersh
                                             Title:  Director

                                         RING LIMITED (formerly known as
                                         Ring PLC), as a Borrower

                                         By: /s/ Robert Hersh
                                            ---------------------------------
                                             Name:  Robert Hersh
                                             Title:  Director

<PAGE>

                                         SUNTRUST BANK,
                                         as Administrative Agent, as Domestic
                                         Issuing Bank, as Domestic Swingline
                                         Lender, UK Swingline Lender, UK Issuing
                                         Bank and as a Lender

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

<PAGE>

                                         REPUBLIC BANK


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

                                         BANK UNITED FSB


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

                                         DRESDNER BANK
                                         LATEINAMERIKA, AG, MIAMI
                                         AGENCY

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

                                         HAMILTON BANK


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

                                         LASALLE BANK NATIONAL
                                         ASSOCIATION


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

<PAGE>

                                         UNION PLANTERS BANK, N.A.


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