Asset Based Lending Division

                                                                 Exhibit 10.148

[COMPANY LOGO]
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.



                          350 Burnhamthorpe Road West
                          Suite 305
                          Mississauga, Ontario L5B 3J1
                          Telephone: (905) 272-1515
                          Fax: (905) 272-8522

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AMENDMENT TO OFFER OF FINANCING                                         PAGE 2

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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,

[LOGO]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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Catalina Lighting Canada, (1992) Inc./Lumieres Catalina Canada, (1992) Inc.



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AMENDMENT TO OFFER OF FINANCING                                       PAGE 3

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


























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