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                                                                 EXHIBIT 10.3(b)

                             NATIONAL BANK OF CANADA

October 17, 1997

CATALINA LIGHTING CANADA, (1992) INC./
LUMIERES CATALINA CANADA, (1992) INC.
c/o Catalina Lighting, Inc.
18191 N.W. 68th Avenue
Miami, Florida 33015
United States of America

Attention of Mr. Thomas M. Bluth, Tax Director

Dear Sir:

            Re: Amendment to Offer of financing and banking services

Reference is hereby made to the Offer of financing and banking services dated
April 17, 1996 and accepted May 1, 1996, between Catalina Lighting Canada,
(1992) Inc. (the "Borrower") and National Bank of Canada (the "Bank").
Capitalized terms used herein and not otherwise defined shall have the meanings
specified in the Offer of financing and banking services.

In consideration of the mutual covenants and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Bank and the Borrower have agreed as follows;

1)    The Offer of financing and banking services shall be amended as follows;

      A)    The interest rate referenced in section 1.4 shall be replaced by the
            following;

            1.4   Interest Rate

                  All advances shall bear interest at the Canadian Prime Rate of
                  the Bank plus 0.50%. Interest shall be payable monthly on the
                  26th day of each month.

      B)    The addition of section 1.4.1 to read as follows;

            1.4.1 Unused Line Fee

                  The Borrower shall pay an unused line fee equal to 0.25% per
                  annum of the unutilized portion of the Operating Credit
                  Facility calculated and payable on the first business day of
                  each month.
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      C)    The deletion of section 3.1.2 regarding the Irrevocable Letter of
            Credit

      D)    The addition of section 1.7 to read as follows;

            1.7   Audits and Audit Fees

                  The Bank or its agents will conduct semi-annual audits in
                  respect of the Borrower, the Borrower shall pay a fee of
                  $500.00 Cdn. for each day which such audit is conducted in
                  addition to any expenses incurred by the Bank or its agents.

2.    The amendments and waivers set forth herein are strictly limited to the
      terms, covenants, matters, occasions and times specifically described
      above and shall not be deemed to constitute an amendment, consent or
      waiver with respect to any other term, covenant, matter, time or occasion.

3.    This letter agreement supersedes and replaces any prior agreements of
      understandings with respect to any of the matters provided for herein.

4.    This letter agreement shall be deemed to have been made in the Province of
      Quebec and governed by the interpreted in accordance with the laws of such
      Province and the laws of Canada applicable therein, except that no
      doctrine or choice of law shall be used to apply the laws of any other
      jurisdiction.

Except to the extent waived or modified herein, the Offer of financing and
banking services remains in full force and effect and is hereby ratified and
confirmed. Please evidence your agreement with the terms of this letter
agreement by signing in the space below. This letter agreement shall become
effective in accordance with its terms upon execution by the Bank and the
Borrower whereupon all references to the Agreement in the Offer of financing and
banking services and in the other credit Documents shall, except where the
context otherwise requires, be deemed to be a reference to the Offer of
financing and banking services as amended by this letter agreement.

Sincerely,

NATIONAL BANK OF CANADA


Per: /s/ Timothy Lohn                        Per: /s/ Ellis Gaston
     ----------------------------------          -------------------------------
     Timothy Lohn                                Ellis Gaston
     Divisional Manager                          Senior Account Manager
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ACCEPTANCE

The undersigned hereby accepts the terms and conditions of this Offer dated
October 17, 1997 at the City of ___________, Province of Quebec, this 28th day
of October, 1997.

CATALINA LIGHTING CANADA, (1992) INC./
LUMIERES CATALINA CANADA, (1992) INC.


Per: /s/ Dean Rappaport
     -----------------------------------
     Name:  Dean Rappaport
     Title: Vice President