EXHIBIT 10.180

                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS THIRD AMENDMENT to the Employment Agreement (the "Amendment") is
entered into as of September 30, 1999, by and between CATALINA INDUSTRIES, NC.
F/K/A DANA LIGHTING, INC., a Florida corporation ("Dana"), CATALINA LIGHTING,
INC., a Florida corporation (the "Company") and Nathan Katz (the "Employee").

                                    RECITALS:

         A. The Company, Dana and the Employee entered into an Employment
Agreement, dated October 1, 1993, which was subsequently amended on October 1,
1994 and then on June 4, 1999, pursuant to which the Employee has been employed
as Executive Vice President of the Company and President of Dana (collectively,
the "Agreement").

         B. The Company, Dana and the Employee wish to enter into this Third
Amendment in order to further amend the terms of the Agreement.

         NOW, THEREFORE, each of the parties agrees as follows:

1. Section 3.2 of the Agreement is hereby amended by the addition of a new
subsection 3.2(c) at the end to read as follows:

                  "(c) Effective for fiscal years commencing on or after October
         1, 1999, the Employee shall not be entitled to a Bonus, as described in
         subsections 3.2(a) and (b) hereof, until the Employee and the Company
         mutually agree upon a revised bonus structure. Notwithstanding the
         foregoing, in the event of an Acquisition of Control, as defined in
         subsection 5.l(b) hereof, prior to March 31, 2000, the Employee shall
         be entitled to the Bonus, as described in subsections 3.2(a) and (b)
         hereof, and this subsection 3.2(c) shall be null and void and shall
         have no force or effect."

2. Section 5.7 of the Agreement is deleted in its entirety and shall be replaced
by the following:

         "5.7 CHANGE IN CONTROL.

                  (a) Notwithstanding the provisions of Sections 5.1 through
         5.6, but subject to Section 5.9, hereof, in the event that (i) there is
         an Acquisition of Control, and (ii) either (A) the Employee is employed
         by the Company on the 180th day following the date on which the
         Acquisition of Control occurs, or (B) the Employee's employment with
         the Company is terminated either by

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         Catalina without Cause or by the Employee for Good Reason within 180
         days after the date on which the Acquisition of Control occurs (the
         events referred to in clauses (A) and (B) hereof being referred to
         hereinafter as "Triggering Events"), then

                           (A) the Company shall pay to the Employee an amount
                  equal to three (3) times the sum of (x) the Employee's Salary
                  for the then current fiscal year of the Company, and (y) the
                  Bonus payable to the Employee for the fiscal year immediately
                  preceding the fiscal year in which the Triggering Event occurs
                  (the "Change in Control Payment");

                           (B) the Company shall continue to provide welfare
                  benefits and automobile allowances to the Employee and/or the
                  Employee's family at least equal to those which would have
                  been provided to them in accordance with the plans, programs,
                  practices and policies of the Company if the Employee's
                  employment had not been terminated, including health, dental,
                  disability insurance, life insurance, automobile lease and
                  related expense allowances, in accordance with the most
                  favorable plans, practices, programs or policies of the
                  Company during the 180-day period immediately preceding the
                  date on which the Triggering Event occurs, or, if more
                  favorable to the Employee, as in effect at any time thereafter
                  with respect to other key executives and their families, for a
                  period of three (3) years commencing as of the date on which
                  the Triggering Event occurs; and

                           (C) the provisions of subsection 6.1(b) hereof shall
                  be of no further force or effect.

                  The Change in Control Payment shall be made by the Company to
         the Employee in a single lump sum payment immediately upon the
         occurrence of a Triggering Event. Notwithstanding anything in this
         Agreement to the contrary, if the Employee's employment with the
         Company is terminated either by the Company without Cause or by the
         Employee for Good Reason prior to the date on which an Acquisition of
         Control occurs, and it is reasonably demonstrated that such termination
         (x) was at the request of a third party who has taken steps reasonably
         calculated to effect an Acquisition of Control, or (ii) otherwise arose
         in connection with an Acquisition of Control, then the Acquisition of
         Control shall be deemed to be a Triggering Event for the Employee and
         the Employee shall be entitled to the benefits under this Section 5.7.

                  In addition to the foregoing, upon the termination of the
         Employee's employment with the Company for any reason after the date on
         which an Acquisition of Control occurs, the Company shall continue to
         pay to the Employee the Employee's Compensation (as defined in
         subsection 5.1(b) hereof) (subject to any applicable payroll and/or
         other taxes required by law to be withheld) through the date of
         termination of the Employee's employment.

                  (b) In addition, if the Employee's employment with the Company
         terminates for any reason other than for Cause within one (1) year
         following an Acquisition of Control, then the Employee shall have the
         option, for thirty (30) days after the date of such termination of
         employment, to enter into a three (3) year consulting and
         non-competition agreement (the "Consulting Agreement") with the
         Company, in the form attached as Exhibit A hereto, which shall take
         effect as of the date it is executed and delivered to the Company."

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3. Section 5.9 of the Agreement is deleted in its entirety and shall be replaced
by the following:

         "5.9 CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

                  (a). Anything in this Agreement to the contrary
         notwithstanding, in the event it shall be determined that any payment
         or distribution by the Company to or for the benefit of the Employee,
         whether paid or payable or distributed or distributable pursuant to the
         terms of this Agreement or otherwise (a "Payment"), would be
         nondeductible by the Company for Federal income tax purposes because of
         Section 280G of the Code, then the aggregate present value of amounts
         payable or distributable to or for the benefit of the Employee pursuant
         to this Agreement (such payments or distributions pursuant to this
         Agreement are hereinafter referred to as "Agreement Payments") shall be
         reduced to the Reduced Amount. The "Reduced Amount" shall be an amount
         expressed in present value which maximizes the aggregate present value
         of Agreement Payments without causing any Payment to be nondeductible
         by the Company because of Section 280G of the Code. For purposes of
         this Section 5.9, present value shall be determined in accordance with
         Section 280G(d)(4) of the Code. For purposes of this Section 5.9, the
         terms "Payment" and "Agreement Payments" shall not include any payments
         required to be made to the Employee pursuant to the Consulting
         Agreement (as defined in Section 5.7 hereof), and any payments pursuant
         to the Consulting Agreement shall be disregarded in making any
         determinations, and thus shall not be subject to any reductions or
         cause any Payments to be reduced, pursuant to this Section 5.9.

                  (b) All determinations required to be made under this Section
         5.9 shall be made by Deloitte & Touche LLP or, at the Company's option,
         any other nationally recognized firm of independent public accountants
         selected by the Employee and approved by the Company, which approval
         shall not be unreasonably withheld or delayed (the "Accounting Firm"),
         which shall provide detailed supporting calculations both to the
         Company and the Employee as of the date on which the Acquisition of
         Control occurs or such other time as is requested by the Company. Any
         such determination by the Accounting Firm shall be binding upon the
         Company and the Employee. The Employee shall determine which and how
         much of the Payments shall be eliminated or reduced consistent with the
         requirements of this Section 5.9, provided that, if the Employee does
         not make such determination within ten business days of the receipt of
         the calculations made by the Accounting Firm, the Company shall elect
         which and how much of the Payments shall be eliminated or reduced
         consistent with the requirements of this Section 5.7 and shall notify
         the Employee promptly of such election. All fees and expenses of the
         Accounting Firm incurred in connection with the determinations
         contemplated by this Section 5.9 shall be borne by the Company."

4. In all other respects, the Agreement shall remain unchanged by this
Amendment.

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         IN WITNESS WHEREOF, the Company and the Employee have caused this
instrument to be executed the day and year first above written.

    CATALINA LIGHTING, INC., a Florida
    corporation

Dated: 10/1/99                   By: /s/ ROBERT HERSH
                                     -------------------------------------------
                                     Robert Hersh, Chairman, President and Chief
                                     Executive Officer

                                 EMPLOYEE:

                                 /s/ NATHAN KATZ
                                 -----------------------------------------------
                                 NATHAN KATZ

                                 CATALINA INDUSTRIES, INC. F/K/A DANA
                                 LIGHTING, a Florida corporation

Dated: 10/1/99                   By: /s/ ROBERT HERSH
                                     -------------------------------------------
                                     Robert Hersh, Vice President

                                 EMPLOYEE:

                                 /s/ NATHAN KATZ
                                 -----------------------------------------------
                                 NATHAN KATZ

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