EXHIBIT 10.168

                             FIFTEENTH AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIFTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(the "Fifteenth Amendment") dated as of March 31, 1999, by and among CATALINA
LIGHTING, INC., a Florida corporation (the "Borrower"), the corporations listed
on ANNEX I thereto (the "Guarantors"), the Banks signatories to the Credit
Agreement (as hereinafter defined) (the "Banks") and SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION, a national banking association, as Agent (the
"Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Guarantors, the Banks and the Agent have
entered into that certain Third Amended and Restated Credit Agreement dated as
of May 12, 1994, as amended by that certain First Amendment to Third Amended and
Restated Credit Agreement, Second Amended and Restated Security Agreement, Third
Amended and Restated Stock and Notes Pledge, Third Amended and Restated
Agreement Regarding Factoring Proceeds, Consent and Waiver dated as of August
12, 1994, as further amended by that Second Amendment to Third Amended and
Restated Credit Agreement and Third Amended and Restated Stock and Notes Pledge,
dated as of February 23, 1995, as further amended by that Third Amendment to
Third Amended and Restated Credit Agreement and Consent, dated as of May 1,
1995, as further amended by that Fourth Amendment to the Third Amended and
Restated Credit Agreement, dated as of June 30, 1995, as further amended by that
Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of
December 4, 1995, as further amended by that Sixth Amendment to Third Amended
and Restated Credit Agreement, Second Amendment to Second Amended and Restated
Security Agreement and Second Amendment to Third Amended and Restated Stock and
Notes Pledge, dated as of December 28, 1995, as further amended by that Seventh
Amendment to Third Amended and Restated Credit Agreement, dated as of March 18,
1996, as further amended by that Eighth Amendment to Third Amended and Restated
Credit Agreement, Third Amendment to Second Amended and Restated Security
Agreement, and Fourth Amendment to Third Amended and Restated Stock and Notes
Pledge, dated as of October 4, 1996, as further amended by that Ninth Amendment
to Third Amended and Restated Credit Agreement, dated as of December 30, 1996,
as further amended by that Tenth Amendment to Third Amended and Restated Credit
Agreement, dated as of March 31, 1997, as further amended by that Eleventh
Amendment to Third Amended and Restated Credit Agreement, dated as of September
30, 1997, as further amended by that Twelfth

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Amendment to Third Amended and Restated Credit Agreement, dated as of December
31, 1997, as farther amended by that Thirteenth Amendment to Third Amended and
Restated Credit Agreement, dated as of March 31, 1998, and as further amended by
that Fourteenth Amendment to Third Amended and Restated Credit Agreement, dated
as of September 30, 1998 (as so amended, the "Credit Agreement"); and

         WHEREAS, the Borrower and the Guarantors have requested that the Credit
Agreement be amended to revise certain financial and other covenants; and

         WHEREAS, the Banks and the Agent have agreed to amend the Credit
Agreement to provide for the foregoing, subject to the terms and conditions set
forth herein.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended as
follows:

         a. Section 5.12 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:

                  "Section 5.12. MINIMUM CONSOLIDATED TANGIBLE NET WORTH PLUS
                  SUBORDINATED DEBT. Permit its Minimum Consolidated Tangible
                  Net Worth Plus Subordinated Debt as of the last day of any
                  fiscal quarter to be less than (a) $42,691,000 PLUS (b) 75% of
                  cumulative Consolidated Net Income after December 31, 1998
                  PLUS (c) Subordinated Debt LESS (d) intangible assets LESS (e)
                  Consolidated Mandatorily Redeemable Stock, provided, however,
                  in the event Catalina Lighting, Inc. purchases up to
                  $2,000,000.00 worth of its issued and outstanding publicly
                  traded common stock and at the time of said purchase there is
                  no default under any other provision of the Credit Agreement,
                  then the Minimum Consolidated Tangible Net Worth Plus
                  Subordinated Debt covenant amounts provided above shall be
                  reduced by the amount of said stock purchases up to, but not
                  to exceed, $2,000,000.00."

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         b. Section 5.14 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:

                  "Section 5.14. INTEREST COVERAGE RATIO. Permit the ratio of
                  (a) the sum of (i) Consolidated Pre-tax Income PLUS (ii)
                  Consolidated Interest Charges to (b) Consolidated Interest
                  Charges, to be less than 1.0:1 for the one (1) calendar
                  quarterly period ending December 31, 1995; less than 0.60:1
                  for the immediately preceding two (2) calendar quarterly
                  periods ending March 31, 1996; less than 1.25:1 for the
                  immediately preceding three (3) calendar quarterly periods
                  ending June 30, 1996; less than 1.75:1 for the immediately
                  preceding four (4) calendar quarterly period ending September
                  30, 1996; less than 1.25:1 for the immediately preceding four
                  (4) calendar quarterly periods ending December 31, 1996;
                  excluding the effect of the actual pretax charge to earnings
                  previously disclosed to the Agent and the Banks not to exceed
                  $9,859,826.00 incurred during the quarterly period ending
                  March 31, 1997, less than 1.00:1 for the immediately preceding
                  four (4) calendar quarterly periods ending March 31, 1997;
                  excluding the effect of the actual pretax charge to earnings
                  not to exceed $432,000.00 incurred during the quarterly period
                  ending June 30, 1997 for all calculations for which said
                  quarterly period is included, less than 1.50:1 for the one (1)
                  calendar quarterly period ending June 30, 1997; less than
                  1.75:1 for the immediately preceding two (2) calendar
                  quarterly periods ending September 30, 1997; less than 1.40:1
                  for the immediately preceding three (3) calendar quarterly
                  periods ending December 31, 1997; less than 1.30:1 for the
                  immediately preceding four (4) calendar quarterly periods
                  ending March 31, 1998; less than 1.35:1 for the immediately
                  preceding four (4) calendar quarterly periods ending June 30,
                  1998; less than 1.35:1 for the immediately preceding four (4)
                  calendar quarterly periods ending September 30, 1998; less
                  than 1.35:1 for the immediately preceding four (4) calendar
                  quarterly periods ending December 31, 1998; less than 1.60:1
                  for the immediately preceding four (4) calendar quarterly
                  periods ending March 31, 1999; less than 1.75:1 for the
                  immediately preceding

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                  four (4) calendar quarterly periods ending June 30, 1999; and
                  less than 2.00:1 for the immediately preceding four (4)
                  calendar quarterly periods ending on the last day of each
                  calendar quarter thereafter."

         c. Section 5.18(g) of the Credit Agreement is hereby deleted, and in
lieu thereof, there is substituted the following:

                  "the Borrower and any of its Subsidiaries may make other
                  investments, loans and advances in addition to those permitted
                  by the foregoing provisions of this Section 5.18 from time to
                  time, provided that the aggregate amount of such investments,
                  loans and advances shall not exceed $21,000,000.00 without the
                  prior written consent of all Banks and, further provided that
                  not more than $4,250,000.00 of said aggregate amount shall
                  represent the aggregate amount of investments, loans and
                  advances made to Catalina Lighting Mexico, S.A. DE C.V. For
                  the purpose of this subsection, the $21,000,000.00 limitation
                  referred to above shall not include the net note receivable
                  from Catalina Asia in the amount not to exceed $1,000,000.00."

2. COUNTERPARTS. The Fifteenth Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and permitted assigns.

3. CAPITALIZED TERMS. All capitalized terms contained herein shall have the
meanings assigned to them in the Credit Agreement unless the context herein
otherwise dictates or unless different meanings are specifically assigned to
such terms herein.

4. RATIFICATION OF LOAN DOCUMENTS; MISCELLANEOUS. The Credit Agreement as
amended hereby, and all other Loan Documents shall remain in full force and
effect in this Fifteenth Amendment to Credit Agreement shall not be deemed a
novation. Each and every reference to the Credit Agreement and any other Loan
Documents shall be deemed to refer to the Credit Agreement as amended by the
Fifteenth Amendment. The Borrower and the Guarantors hereby acknowledge and
represent that the Loan Documents, as amended, are, as of the date hereof, valid
and enforceable in accordance with their respective terms and are not subject to
any defenses, counterclaims or right of set-offs whatsoever.

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5. GOVERNING LAW. THIS FIFTEENTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE BY
THE BANKS IN FLORIDA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

         IN WITNESS WHEREOF, the parties have executed this Fourteenth Amendment
as of the day and year first above written.

              (BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK)

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                SIGNATURE PAGE TO FIFTEENTH AMENDMENT TO
              THIRD AMENDED AND RESTATED CREDIT AGREEMENT
                   BY AND BETWEEN SUNTRUST, AS AGENT,
                  THE CATALINA ENTITIES AND THE BANKS

                               BORROWER:

                               CATALINA LIGHTING, INC.

                               By: /s/ THOMAS M. BLUTH
                                   ------------------------------------------
                                   Thomas M. Bluth
                                   Vice President, Secretary,
                                       Treasurer

                               GUARANTORS:

                               EACH OF THE CORPORATIONS LISTED
                               ON ANNEX I HERETO

                               CATALINA INDUSTRIES, INC.,

                               D/B/A DANA LIGHTING

                               By: /s/ THOMAS M. BLUTH
                                   ------------------------------------------
                                   Thomas M. Bluth
                                   Secretary, Treasurer

                               CATALINA REAL ESTATE TRUST, INC.

                               By: /s/ THOMAS M. BLUTH
                                   ------------------------------------------
                                   Thomas M. Bluth
                                   Secretary, Treasurer

                               ANGEL STATION, INC.

                               By: /s/ THOMAS M. BLUTH
                                   ------------------------------------------
                                   Thomas M. Bluth
                                   Secretary, Treasurer

                               MERIDIAN LAMPS, INC.

                               By: /s/ THOMAS M. BLUTH
                                   ------------------------------------------
                                   Thomas M. Bluth
                                   Secretary, Treasurer

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                    SIGNATURE PAGE TO FIFTEENTH AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT
                       BY AND BETWEEN SUNTRUST, AS AGENT,
                       THE CATALINA ENTITIES AND THE BANKS

                               MERIDIAN LAMPS DEVELOPMENT, INC.

                               By: /s/ THOMAS M. BLUTH
                                   ------------------------------------------
                                   Thomas M. Bluth
                                   Secretary, Treasurer

                               CATALINA ADMINISTRATIVE CORPORATION

                               By: /s/ THOMAS M. BLUTH
                                   ------------------------------------------
                                   Thomas M. Bluth
                                   Assistant Secretary

                               CATALINA MERCHANDISING, INC.

                               By: /s/ THOMAS M. BLUTH
                                   ------------------------------------------
                                   Thomas M. Bluth
                                   Secretary, Treasurer

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                    SIGNATURE PAGE TO FIFTEENTH AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT
                       BY AND BETWEEN SUNTRUST, AS AGENT,
                       THE CATALINA ENTITIES AND THE BANKS

                               AGENT:

                               SUNTRUST BANK, CENTRAL FLORIDA,
                               NATIONAL ASSOCIATION

                               By: /s/ RANDY P. CHESAK
                                   ------------------------------------------
                                   Randy P. Chesak
                                   Vice President

                               BANK

Amount of                      SUNTRUST BANK, CENTRAL FLORIDA,
Commitment: $22,000,000*       NATIONAL ASSOCIATION, f/k/a SUN
                               BANK, NATIONAL ASSOCIATION

                               By: /s/ RANDY P. CHESAK
                                   ------------------------------------------
                                   Randy P. Chesak
                                   Vice President

Lending Office:
501 East Las Olas Boulevard
7th Floor
Ft. Lauderdale, Florida 33301

Address for purposes of Section 12.1:

    SunTrust Banks, Inc.
    501 East Las Olas Boulevard
    7th Floor
    Ft. Lauderdale, Florida 33301

    Telex No.: 4415-11 SunBank
    Telecopier No.: (954) 765-7240
    Telephone No.: (954) 765-7608

    Attention: Mr. Randy P. Chesak

  *($1,194,340.00 of which shall consist
    only of the Non-Revolving Advance)

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                    SIGNATURE PAGE TO FIFTEENTH AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT
                       BY AND BETWEEN SUNTRUST, AS AGENT,
                       THE CATALINA ENTITIES AND THE BANKS

                               BANK:

                               NATIONAL BANK OF CANADA,
                               a Canadian chartered bank

Amount of                      By: /s/ MICHAEL S. BLOOMENFELD
Commitment: $13,000,000*           ------------------------------------------
                                   Michael S. Bloomenfeld
                                   Vice President and Manager

Lending Office:

5100 Town Center Circle
Suite 430
Boca Raton, Florida 33486
Attention: Michael S. Bloomenfeld
Reference: Catalina Lighting, Inc.

Address for purposes of Section 12.1:

    National Bank of Canada
    5100 Town Center Circle
    Suite 430
    Boca Raton, Florida 33486
    Attention: Michael S. Bloomenfeld

    Telecopier: (407) 367-1705
    Telephone: (407) 367-1700

  *($705,660.00 of which shall consist
    only of the Non-Revolving Advance)