EXHIBIT 3.3

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             CATALINA LIGHTING, INC.

                             (A Florida Corporation)

                                    ARTICLE 1

                                   DEFINITIONS

         As used in these by-laws, unless the context otherwise requires, the
term:

         1.1. Assistant Secretary" means an Assistant Secretary of the
Corporation.

         l.2. "Assistant Treasurer" means an Assistant Treasurer of the
Corporation,

         l.3. "Board" means the Board of Directors of the Corporation.

         1.4. "By-laws" means the initial by-laws of the Corporation, as amended
from time to time.

         1.5. "Certificate of the Incorporation" means the initial certificate
of incorporation of the Corporation, as amended, supplemented or restated from
time to time.

         l.6. "Corporation" means CATALINA LIGHTING, INC.

         1.7. "Directors" means directors of the Corporation.

         1.8. "General Corporation Act" means the Florida General Corporation
Act of the State of Florida, as amended from time.



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         1.9. "Office of the Corporation" means the executive office of the
Corporation.

         1.10. "President" means the President of the Corporation.

         1.11. "Secretary" means the Secretary of the Corporation.

         1.12. "Stockholders" means stockholders of the Corporation.

         1.13. "Tota1 number of directors" means the total number of directors
determined in accordance with Section 607.114 of the General Corporation Act and
Section 3.2 of the By-laws.

         1.14. "Treasurer" means the Treasurer of the Corporation.

         1.15. "Vice President" means Vice President of the Corporation.

         1.16. "Whole Board" means the total number of Directors of the
Corporation.

                                    ARTICLE 2

                                  STOCKHOLDERS

         2.1. PLACE OF MEETINGS. Every meeting of stockholders shall be held at
the office of the Corporation or at such other place within or without the state
of Florida as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.

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         2.2. ANNUAL MEETING. A meeting of stockholders shall be held annua1ly
for the election of directors and the transaction of other business at such hour
and on such business day as may be determined by the Board and designated in the
notice of meeting.

         2.3. DEFERRED MEETING FOR ELECTION OF DIRECTORS, ETC. If the annual
meeting of stockholders of the election of directors and the transaction of
other business is not held within the months specified in Section 2.2, the Board
shall call a meeting of stockholders for the election of directors and the
transaction of other business as soon thereafter as convenient.

         2.4. OTHER SPECIAL MEETINGS. A special meeting of stockholders (other
than a special meeting for the election of directors), unless otherwise
prescribed by statute, may be called at any time by the Board or by the
President or by the Secretary. At any special meeting of stockholders only such
business may be transacted as is related to the purpose or purposes of such
meeting set forth in the notice thereof given pursuant to Section 2.6 of the
By-laws or in any waiver of notice thereof giver pursuant to Section 2.7 of the
By-laws.

         2.5. FIXING RECORD DATE. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders entitled to

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receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board
may fix, in advance, a date as the record date for any such determination of
stockholders. Such date shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. If no such record date is fixed:

                  2.5.1 The record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders shall be at the close
         of business on the day next preceding the day on which notice is given,
         or, if notice is waived, at the close of business on the day next
         preceding the day on which the meeting is held;

                  2.5.2 The record date for determining stockholders entitled to
         express consent to corporate action in writing without a meeting, when
         no prior action by the Board is necessary, shall be the day on which
         the first written consent is expressed;

                  2.5.3 The record sate for determining stockholders for any
         purpose other than those specified in Sections 2.5.1 and 2.5.2 shall be
         at the close of

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         business on the day on which the Board adopts the resolution relating
         thereto.

When determination of stockholders entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section 2.5 such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date for the adjourned meeting.

         2.6. NOTICE OF MEETINGS OF STOCKHOLDERS. Except as otherwise provided
in Sections 2.5 and 2.7 of the By-laws, whenever under the General Corporation
Act or the Certificate of Incorporation or the By-laws, stockholders are
required or permitted to take any action at a meeting, written notice shall be
given stating the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes which which the meeting is called. A
Copy of the notice of any meeting shall be given, personally or by mail, not
less than ten nor mor than sixty days before the date of the meeting, to each
stockholder entitled to notice of or to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
with postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation. An affidavit of the Secretary or an Assistant
Secretary or of the transfer agent of the Corporation that the notice required
by this section has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated

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therein. When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted at the meeting as
originally called. If, however, after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         2.7. WAIVERS OF NOTICE. Whenever notice is required to be given to any
stockholder under any provision of the General Corporation Act or the
Certificate of Incorporation or the By-laws, a written waiver thereof, signed by
the stockholder entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice, Attendance of a stockholder at a
meeting shall constitute a waiver of notice of such meeting, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

         2.8. LIST OF STOCKHOLDERS. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten

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days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         2.9. QUORUM OF STOCKHOLDERS; ADJOURNMENT. The holders of one-third of
the shares of stock entitled to vote at any meeting of stockholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of stockholders, it is not broken by the subsequent withdrawal of any
stockholders. The holders of a majority of the shares of stock present in person
or represented by the proxy at any meeting of stockholders, including an
adjourned meeting, whether or not a quorum is present, may adjourn such meeting
to another time and place.

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         2.10. VOTING; PROXIES. Unless otherwise provided in the Certificate of
Incorporation every stockholder of record shall be entitled at every meeting of
stockholders to one vote for each share of capital stock standing in his name on
the record of stockholders determined in accordance with Section 2.5 of the
By-laws. If the Certificate of Incorporation provides for more or less than one
vote for any shares, on any matter, every reference in the By-laws or the
General Corporation Act to a majority or other proportion of stock shall refer
to such majority or other proportion of the votes of such stock. The provisions
of Section 607.097 of the General Corporation Act shall apply in determining
whether any shares of capital stock may be voted and the persons, if any,
entitled to vote such shares; but the Corporation shall be protected in treating
the persons in whose names shares of capital stock stand on the record of
stockholders as owners thereof for all purposes. At any meeting of stockholders
(at which a quorum was present to organize the meeting), all matters, except as
otherwise provided by law or by the Certificate of Incorporation or by the
By-laws, shall be decided by a majority of the votes cast at such meeting by the
holders of shares present in person or represented by proxy and entitled to vote
thereon, whether or not a quorum is present when the vote is taken. All
elections of directors shall by by written ballot unless otherwise provided in
the Certificate of Incorporation. In voting on any other question on which a

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vote by ballot is required by law or is demanded by any stockholder entitled to
vote, the voting shall be by ballot. Bach ballot shall be signed by the
stockholder voting or by his proxy, and shall state the number of shares voted.
On all other questions, the voting may be VIVA VOCE. Every stockholder entitled
to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy. The validity and enforceability of any proxy
shall be determined in accordance with Section 607.101 of the General
Corporation Act.

         2.11. SELECTION AND DUTIES OF INSPECTORS AT MEETINGS OF STOCKHOLDERS.
The Board, in advance of any meeting of stockholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any stockholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspector or inspectors shall determine the
number

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of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting or any stockholder entitled to vote thereat,
the inspector or inspectors shall make a report in writing of any challenge,
question or matter determining by him or them and execute a certificate of any
fact found by him or them. Any report or certificate made by the inspector or
inspectors shall be prima facie evidence of the facts stated and of the vote as
certified by him or them.

         2.12. ORGANIZATION. At every meeting of stockholders, the Chairman of
the Board, or in the absence of the Chairman of the Board the President, or in
the absence of the President and the Chairman of the Board a Vice President, and
in case more than one Vice President shall be present, the Vice President
designated by the Board (or in the absence of any such designation, the most
senior Vice President, based on age, present), shall act as chairman of the
meeting. The Secretary, or in his absence one of the Assistant Secretaries,
shall act as secretary of the meeting. In case one of the officers above

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designated lot act as chairman or secretary of the meeting, respectively, shall
not be present, a chairman or secretary of the meeting, as the case may be,
shall be chosen by a majority of the votes cast at such meting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

         2.13. ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is presently
may be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

         2.14. WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING. Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Act to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the

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corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have consented in writing.

                                    ARTICLE 3

                                    DIRECTORS

         3.1. GENERAL POWERS. Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or the
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by the By-laws, the Board may exercise all powers and
perform all acts which are not required, by the By-laws or the Certificate of
Incorporation or by law, to be exercised and performed by the stockholders.

         3.2. NUMBER; QUALIFICATION; TERM OF OFFICER. The Board shall consist of
one or more members. The total number of directors shall be fixed initially by
the incorporator and may thereafter be changed from time to time by action of
the stockholders or by action of the Board. Directors need not be stockholders.
Each director shall hold office until successor is elected and qualified or
until his earlier death, resignation or removal.

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         3.3. ELECTION. Directors shall, except as otherwise required by law or
by the Certificate of Incorporation, be elected by a plurality of the votes cast
at a meeting of stockholders by the holders of shares entitled to vote in the
election.

         3.4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Unless otherwise
provided in the Certificate of Incorporation, created directorships resulting
from an increase in the number of directors and vacancies occurring in the Board
for any other reason, including the removal of directors without cause, may be
filled by vote of a majority of the directors then in office, although less than
a quorum, or by a sole remaining director, or may be elected by a plurality of
the votes cast by the holders of shares of capital stock entitled to vote in the
election at a special meeting of stockholders called for that purpose. A
director elected to fill a vacancy shall be elected to hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal.

         3.5. RESIGNATIONS. Any director may resign at any time by written
notice to the Corporation. Such resignation shall take effect at the time
therein specified, and, unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective.

         3.6. REMOVAL OF DIRECTORS. Subject to the provisions of Section 607.117
of the General Corporation Act, any or all of

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the directors may be removed with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors.

         3.7. COMPENSATION. Each director, In consideration of his service as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at directors' meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties. Each director
who shall serve as a member of any committee of directors in consideration of
his serving as such shall be entitled to such additional amount per annum or
such fees for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in the performance of his duties. Nothing contained in this
section shall preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.

         3.8. PLACE AND TIME OF MEETINGS OF THE BOARD. Meetings of the Board,
regular or special, may be held at any place within or without the State of
Florida. The times and places for holding meetings of the Board may be fixed
from time to time by resolution of the Board or (unless contrary to resolution
of the Board) in the notice of the meeting.

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         3.9. ANNUAL MEETINGS. On the day when and at the place where the annual
meeting of stockholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.11
of the By-laws for special meetings of the Board or in a waiver of notice
thereof.

         3.10. REGULAR MEETINGS. Regular meetings of the Board may be held at
such times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board shall be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.

         3.11. SPECIAL MEETINGS. Special meetings of the Board shall he held
whenever called by the Chairman of the Board, the President or the Secretary or
by any two or more directors. Notice of each special meeting of the Board shall,
if mailed, be addressed to each director at the address designated by him for
that purpose or, if none is designated, his last known address at

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least two (2) days before the date on which the meeting is to held; or such
notice shall be sent to each director at such address by telecopy, telegraph,
cable or wireless, or be delivered to him personally, not later than the date on
which such meeting is to be held. Every such notice shall state the time and
place of the meeting but need not state the purpose of the meeting, except to
the extent required by law. If mailed, each notice shall be deemed given when
deposited with postage thereon prepaid, in a post office or official depository
under the exclusive care and custody of the United States Post Office
Department. Such mailing shall be by first class mail.

         3.12. ADJOURNED MEETINGS. A majority of the directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be given to any director whether or not
present at the time of the adjournment. Any business may be transacted at any
adjourned meeting that might have been transacted at the meeting as originally
called.

         3.13. WAIVER OF NOTICE. Whenever notice is required to be given to any
director or member of a committee of directors under any provision of the
General Corporation Act or of the Certificate of Incorporation or By-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to

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notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice.

         3.14. ORGANIZATION. At each meeting of the Board, the Chairman of the
Board, or in the absence of the Chairman the President, or in the absence of
both the Chairman and the President, a chairman chosen by a majority of the
directors present, shall preside. The Secretary shall act as secretary at each
meeting of the Board. In case the Secretary shall be absent from any meeting of
the Board, an Assistant Secretary shall perform the duties of secretary at such
meeting; and in the absence from any such meeting of the Secretary and Assistant
Secretaries, the person presiding at the meeting may appoint any person to act
as secretary of the meeting.

         3.15. QUORUM OF DIRECTORS. A majority of the total number of directors
shall constitute a quorum for the transaction of business or any specified item
of business at any meeting of the Board.

         3.16. ACTION BY THE BOARD. All corporate action taken by the Board or
any committee thereof shall be taken at a meeting

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of the Board, or of such committee, as the case may be, except that any action
required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings or filed with the minutes of proceedings of the Board or committee,
Members of the Board, or any committee designated by the Board, may participate
in a meeting of the Board, or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 3.16 shall constitute presence in person at
such meeting. Except as otherwise provided by the Certificate of Incorporation
or by law, the vote of a majority of the directors present (including those who
participate by means of conference telephone or similar communications
equipment) at the time of the vote, if a quorum is present at such time, shall
be the act of the Board.

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

         The Board may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or

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disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws of the Corporation; and, unless the resolution
designating it expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.

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                                    ARTICLE 5

                                    OFFICERS

         5.1. OFFICERS. The Board shall elect a Chairman of the Board, a
President, a Secretary and a Treasurer, and may elect or appoint one or more
Vice Presidents and such other officers as it may determine. The Board may
designate one or more Vice Presidents as Executive or Senior vice President.
Such other officers and assistant officers and agents as may be deemed necessary
may be elected or appointed by the Board of Directors from time to time.

         5.2. VACANCIES. A vacancy in an office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the By-laws for the regular
election or appointment to such office.

         5.3. COMPENSATION. Salaries or other compensation of the officers may
be fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.

         5.4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, if
present, preside at all meetings of the stockholders and at all meetings of the
Board.

         5.5. PRESIDENT. The President shall be the chief executive officer of
the Corporation and shall have general supervision over the business of the
Corporation, subject,

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however, to the control of the Board and of any duly authorized committee of
directors. He may, with the Secretary or the Treasurer or an Assistant Secretary
or Assistant Treasurer, sign certificates for shares of capital stock of the
Corporation. He may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments, except in cases where the
signing and execution thereof shall be expressly delegated by the Board or by
the By-laws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and in general, he shall
perform all duties incident to the office of President and such other duties as
from time may be assigned to him by the Board.

         5.6. VICE PRESIDENTS. At the request of the President or, in his
absence, at the request of the Board, the Vice President shall (in such order as
may be designated by the Board or, in the absence of any such designation, in
order of seniority based on age) perform all of the powers of and by subject to
all restrictions upon the President. Any vice President may also, with the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer,
sign certificates for shares of capital stock of the Corporation; may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments authorized by the Board, except in cases where the signing and
execution thereof shall be expressly delegated by the Board or by the By-laws to
some other officer or agent of the

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Corporation, or shall be required by law otherwise to be signed or executed; and
shall perform such other duties as from time to time may be assigned to him by
the Board or by the President.

         5.7. SECRETARY. The Secretary, if present, shall act as secretary of
all meetings of the stockholders and of the award, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the President or a Vice President, sign certificates for
shares of capital stock of the Corporation; he shall be custodian of the seal of
the Corporation and may seal with the seal of the Corporation, or a facsimile
thereof, all certificates for shares of capital stock of the Corporation and all
documents the execution of which on behalf of the Corporation under its
corporate seal is authorized in accordance with the provisions of the By-laws;
he shall have charge of the stock ledger and also of the other books, records
and papers of the Corporation, and shall see that the reports, statements and
other documents required by law are properly kept and filed; and shall, in
general, perform all the duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by the Board or by the
President.

         5.8. TREASURER. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys

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due and payable to the Corporation from any sources whatsoever; deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with these By-laws; against
proper vouchers, cause such funds to be disbursed by checks or drafts on the
authorized depositories of the Corporation signed in such manner as shall be
determined in accordance with any provisions of the By-laws, and be responsible
for the accuracy of the amounts of all moneys to disbursed; regularly enter or
cause to be entered in books to be kept by him or under his supervision a record
of moneys paid by him for the account of the Corporation; have the right to
require, from time to time, reports or statements giving such information as he
may desire with respect to any and all financial transactions of the Corporation
from officers or agents transacting the same; render to the President or the
Board, whenever the President or the Board, respectively, shall require him so
to do, an account of the financial condition of the Corporation and of all his
transactions as Treasurer; exhibit at all reasonable times his books of account
and other records to any of the directors upon application at the office of the
Corporation where such books and records are kept; in general, perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Board or by the President; and have the power
to sign, with

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the President or a Vice President, certificates for shares of capital stock of
the Corporation.

         5.9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or by the President. Assistant Secretaries and Assistant Treasurers may,
with the President or a Vice President, sign certificates for shares of capital
stock of the Corporation.

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         6.1. EXECUTION OF CONTRACTS. The Board may authorize any officer,
employee or agent, in the name and on behalf of the Corporation, to enter into
any contract or execute and satisfy any instrument, and any such authority may
be general or confined to specific instances, or otherwise limited.

         6.2. LOANS. The President or any other officer, employee or agent
authorized by the By-laws or by the Board may effect loans and advances at any
time for the Corporation from any bank, trust company or other institutions or
from any firm, corporation or individual and for such loans and advances may
make, execute and deliver promissory notes, bonds or other certificates or
evidences of indebtedness of the Corporation and, when authorized by the Board
so to do, may pledge and hypothecate or transfer any securities or other
property of the Corporation

                                      -24-


<PAGE>


as security for any such loans or advances. Such authority conferred by the
Board may be general or confined to specific instances or otherwise limited.

         6.3. CHECKS, DRAFTS, ETC. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.

         6.4. DEPOSITS. The funds of the corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation in such
banks, trust companies or other depositories as the Board may select or as may
be selected by an officer, employee or agent of the Corporation to whom such
power may from time to time be delegated by the Board.

                                    ARTICLE 7

                              STOCKS AND DIVIDENDS

         7.1. CERTIFICATES REPRESENTING SHARES. The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of section 158 of the General corporation Act) as shall be
approved by the Board, Such certificates shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary and may be sealed
with the seal of the Corporation or a facsimile thereof. The signatures of the
officer upon a

                                      -25-


<PAGE>


certificate may be facsimiles, if the Certificate is countersigned by a transfer
agent or registrar other than the Corporation itself or its employee. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may, unless otherwise ordered by the Board, be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

         7.2. TRANSFER OF SHARES. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock property endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled", with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in whose name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of

                                      -26-


<PAGE>


shares of capital stock shall be valid as against the Corporation, its
stockholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.

         7.3. TRANSFER AND REGISTRY AGENTS. The Corporation may from time to
time maintain one or more transfer offices or agents and registry offices or
agents at such place or places as may be determined from time to time by the
Board.

         7.4. LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the award may
require, and to give the Corporation and its transfer agents and registrars, or
such of

                                      -27-


<PAGE>


them as the Board may require, a bond in such form, in such sums and with such
surety or sureties as the Board may direct, to indemnify the Corporation and its
transfer agents and registrars against any claim that may be made against any of
them on account of the continued existence of any such certificate so alleged to
have been lost, destroyed, stolen or mutilated and against any expense in
connection with such claim.

         7.5. REGULATIONS. The Board may make such rules and regulations as it
may deem expedient, not inconsistent with the By-laws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.

         7.6. RESTRICTION ON TRANSFER OF STOCK. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 607.067 of the General Corporation Act and noted
conspicuously on the certificate representing such capital stock, may be
enforced against the holder of the restricted capital stock or any successor or
transferee of the holder including an executor, administrator, trustee, guardian
or other fiduciary entrusted with like responsibility for the person or estate
of the holder. Unless noted conspicuously on the certificate representing such
capital stock, a restriction even though permitted by section 601.067 of the
General Corporation Act, shall be ineffective except against a person with
actual knowledge of the restriction.

                                      -28-


<PAGE>


A restriction on the transfer or registration of transfer of capital stock of
the Corporation may be imposed either by the Certificate of Incorporation or by
an agreement among any number of stockholders or among such stockholders and the
Corporation.

         No restriction imposed shall be binding with respect to capital stock
issued prior to the adoption of the restriction unless the holders of such
capital stock are parties to an agreement or voted in favor of the restriction.

         7.7. DIVIDENDS, SURPLUS, ETC. Subject to the provisions of the
Certificate of Incorporation and of the law, the Board:

                  7.7.1 May declare and pay dividends or make other
         distributions on the outstanding shares of capital stock in such
         amounts and at such time or times as, in its discretion, the condition
         of the affairs of the Corporation shall render advisable;

                  7.7.2 May use and apply, in its discretion any of the surplus
         of the Corporation in purchasing or acquiring any shares of capital
         stock of the Corporation, or purchase warrants therefor, in accordance
         with law, or any of its bonds, debentures, notes, script or other
         securities or evidences of indebtedness;

                  7.7.3 May set aside from time to time out of such surplus or
         net profits such sum or sums as, in its

                                      -29-


<PAGE>


         discretion, it may think proper, as a reserve fund to meet
         contingencies, or for equalizing dividends or for the purpose of
         maintaining or increasing the property or business of the Corporation,
         or for any purpose it may think conducive to the best interests of the
         Corporation.

                                    ARTICLE 8

                                 INDEMNIFICATION

         8.1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or an officer of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding to the fullest extent and in the manner set forth in and permitted by
the General Corporation Act, and any other applicable law, as from time to time
in effect. Such right of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled apart from the
foregoing provisions. The foregoing provisions of this Section 8.1 shall be
deemed to be a contract between the Corporation and each director and officer
who serves in such capacity at any time

                                      -30-


<PAGE>


while this Article 8 and the relevant provisions of the General Corporation Act
and other applicable laws if any, are in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

         8.2. INDEMNIFICATION OF OTHER PERSONS. The Corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was an employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the extent and in the manner set forth in and
permitted by the General Corporation Act, and any other applicable law, as from
time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which any such person may be entitled apart
from the foregoing provisions.

                                      -31-


<PAGE>


         8.3. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of Section 8.1 and 8.2
of the By-laws or under Section 607.014 of the General Corporation Act or any
other provision of law.

                                    ARTICLE 9

                                BOOKS AND RECORDS

         9.1. BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
stockholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate of Incorporation or at the
office of the transfer agent or registrar of the Corporation, a record
containing the names and addresses of all stockholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record thereof.

         9.2. FORM OF RECORDS. Any records maintained by the Corporation in the
regular course of its business, including its

                                      -32-


<PAGE>


stock ledger, books of account, and minute books, may be kept on, or be in the
form of, punch cards, magnetic tape, photographs, microphotographs, or any other
information storage device, provided that the records so kept can be converted
into clearly legible written form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to
inspect the same.

         9.3. INSPECTION OF BOOKS AND RECORDS. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
inspection of the stockholders.

                                   ARTICLE 10

                                      SEAL

         The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Florida".

                                   ARTICLE 11

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board.

                                      -33-


<PAGE>


                                   ARTICLE 12

                              VOTING OF SHARES HELD

         Unless otherwise provided by resolution of the Board, the President
may, from time to time, appoint one or more attorneys or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of stock or other securities of such
other corporation, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consent, waiver or other instruments as he may
deem necessary or proper in the premises or the President may himself attend any
meeting of the holders of the stock or other securities of any such other
corporation and thereat vote or exercise any or all other powers of the
Corporation as the holder of such stock or other securities of such other
corporation.

                                   ARTICLE 13

                                   AMENDMENTS

         The By-laws may be altered, amended, supplemented or repealed, or new
By-laws may be adopted, by vote of the holders

                                      -34-


<PAGE>


of the shares entitled to vote in the election of directors. The By-laws may be
altered, amended, supplemented or repealed, or new By-laws may be adopted, by
the Board. Any By-laws adopted, altered, amended, or supplemented by the Board
may be altered, amended, or supplemented or repealed by the stockholders
entitled to vote thereon.

                                      -35-


<PAGE>

                                AMENDMENT NO. 2
                                       TO
          THE AMENDED AND RESTATED BY-LAWS OF CATALINA LIGHTING, INC.

1.       The By-laws of Catalina Lighting, Inc. are hereby amended by the
         deletion in its entirety of section 2.5.2 and the addition of the
         following section 2.5.2:

                  SECTION  2.5. FIXING RECORD DATE

                  2.5.2    The record date for determining stockholders entitled
         to express consent to corporate action in writing without a meeting
         shall not be more than ten days from the date upon which the resolution
         fixing the record date is adopted by the Board of Directors; provided
         that any stockholder of record seeking to have the stockholders
         authorize or take corporate action by written consent shall deliver
         to the Secretary of the Corporation a notice setting forth the
         information required under Section 2.15 of these By-Laws respecting
         such proposed corporate action and requesting the Board of Directors to
         fix a record date for purposes of determining stockholders entitled to
         express consent to corporate action in writing, and the Board of
         Directors shall promptly, but in all events within 10 days after the
         days after the date on which such a request is received, adopt a
         resolution fixing the record date; provided, further, that if no record
         date is set by the Board within 10 days of the date on which a notice
         and request meeting the requirements of this Section 2.5.2 is received,
         the record date for determining stockholders entitled to express
         consent to corporate action in writing without a meeting, when no prior
         action of the Board of Directors is required by law, shall be the first
         date on which a signed written consent setting forth the action taken
         or proposed to be taken is delivered to the Corporation in accordance
         with applicable law, or, if prior action by the Board of Directors is
         required by law, shall be at the close of business on the day on which
         the Board of Directors adopts the resolution taking such prior action.

2.       The By-Laws of Catalina Lighting, Inc. are further amended by
         the addition of the following section 2.15:

         SECTION 2.15. NOMINATIONS AND STOCKHOLDER BUSINESS.

         (a) To be properly brought before an annual meeting of stochholders,
nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the stockholders at an annual
meeting of stockholders must be either (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (ii) otherwise properly
brought before the annual meeting by or at the direction of the President, the
Chairman of the Board of Directors or by vote of a majority of the full Board of
Directors, or (iii) otherwise brought before the annual meeting by any
stockholder of the Corporation who is a stockholder of record on the date of
the giving of the notice provided for in Section 2.5. who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 2.15.

<PAGE>


         (b) For nominations or other business to be properly brought before an
annual meeting by a stockholder under this Section 2.15, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and such business must be a proper subject for stockholder action under the
Florida Business Corporation Act ("FBCA"). To be timely, a stockholder's notice
must be delivered to the Secretary at the principal executive offices of the
Corporation not less than 120 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that if the date of the
annual meeting is advanced by more than 40 days or delayed by more than 40 days
from such anniversary date, then notice by the stockholder to be timely must be
delivered not later than the close of business on the later of the 120th day
prior to the annual meeting or the 10th day following the day on which the date
of the meeting is publicly announced. Such stockholder's notice must set
forth (i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (ii) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder giving the notice
and the beneficial owners, if any, on whose behalf the nomination or proposal is
made (A) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner, (B) the number of shares of
the Corporation which are owned (beneficially or of record) by such stockholder
and such beneficial owner, (C) a description of all arrangements or
understandings between such stockholder and such beneficial owner and any other
person or persons (including their names) in connection with the proposal of
such business by such stockholder and any material interest of such stockholder
and of such beneficial owner in such business, and (D) a representation that
such stockholder or its agent or designee intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.

         (c) Notwithstanding anything in this Section 2.15 to the contrary, if
the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement specifying the size
of the increased Board of Directors made by the Corporation at least 120 days
prior to the first anniversary of the preceding year's annual meeting, than a
stockholder's notice required by this Section 2.15 will also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it is delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

         (d) Only such business may be conducted at a special meeting of
stockholders as has been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of
the Corporation who is a stockholder of record at the time of giving the notice
required by this Section 2.15, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2.15. Nominations
by stockholders of persons for election to the Board of Directors may be made at
such a

<PAGE>

special meeting of Stockholders if the stockholder's notice required by this
Section 2.15 is delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the later of the 120th
day prior to such special meeting or the 10th day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.

         (e) Only those persons who are nominated in accordance with the
procedures set forth in this section 2.15 will be eligible for election as
directors at any meeting of stockholders. Only business brought before the
meeting in accordance with the procedures set forth in this Section 2.15 may be
conducted at a meeting of stockholders. The chairman of the meeting has the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section 2.15 and, if any proposed nomination or business is not in
compliance with this Section 2.15, to declare that such defective proposal shall
be disregarded.

         (f) For purposes of this Section 2.15, "public announcement" shall
include disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable national news service
or in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to the Exchange Act.

         (g)      Notwithstanding the foregoing provisions of this Section 2.15,
                  a stockholder shall also comply with all applicable
                  requirements of the Exchange Act and the rules and regulations
                  thereunder with respect to the matters set forth in this
                  Section 2.15. Nothing in this Section 2.15 shall be deemed to
                  remove any obligation of stockholders to comply with the
                  requirements of Rule 14a-8 under the Exchange Act with respect
                  to proposals requested to be included in the Corporation's
                  proxy statement pursuant to said Rule 14a-8.

3. This amendment is effective December 28, 1998.