EXHIBIT 10.143

                               FIFTH AMENDMENT TO
                           LETTER OF CREDIT AGREEMENT

      THIS FIFTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (the "Fifth Amendment")
dated as of March 31, 1997, by and among CATALINA INDUSTRIES, INC. d/b/a DANA
LIGHTING, a Florida corporation (the "Company"), the corporations designated as
guarantors (collectively, the "Guarantors") and SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION f/k/a SUN BANK, NATIONAL ASSOCIATION, a national banking
association (the "Bank").

                                  WITNESSETH:

      WHEREAS, the Company, Guarantors and the Bank have entered into that
certain Letter of Credit Agreement dated as of May 1, 1995, as amended by that
certain First Amendment to Letter of Credit Agreement dated as of June 30, 1995,
as further amended by that certain Second Amendment to Letter of Credit
Agreement and First Amendment to Security Agreement dated as of December 28,
1995, as further amended by that certain Third Amendment to Letter of Credit
Agreement dated as of March 27, 1996 and as further amended by that certain
Fourth Amendment to Letter of Credit Agreement dated as of December 30, 1996 (as
amended, the "Letter of Credit Agreement"); and

      WHEREAS, the Company and the Guarantors have requested that Letter of
Credit Agreement be amended to revise certain financial covenants contained in
Annex VI attached to said Letter of Credit Agreement and incorporated therein by
reference; and

      WHEREAS, the Bank has agreed to amend the Letter of 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 LETTER OF CREDIT AGREEMENT. The Letter of Credit Agreement
is hereby amended as follows:

      a. Section 5.12, contained in Annex VI attached to the Letter of Credit
Agreement is hereby deleted and, in lieu thereof, there is substituted therefor
the following new Section 5.12:

       "Section 5.12. MINIMUM CONSOLIDATED TANGIBLE NET WORTH PLUS SUBORDINATED
       DEBT. Permit its


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       Minimum Consolidated Tangible Net Worth Plus Subordinated Debt to be less
       than $36,000,000.00 from the date hereof until September 29, 1996;
       $39,000,000.00 from September 30, 1996 until March 30, 1997;
       $34,500,000.00 from March 31, 1997 until June 29, 1997; $35,000,000.00
       from June 30, 1997 until September 29, 1997; $43,000,000.00 from
       September 30, 1997 until September 29, 1998; and $45,000,000.00
       thereafter. Notwithstanding the above, in the event the pretax charge to
       earnings previously disclosed to the Agent and the banks and incurred by
       the Borrower during the period ending on September 29, 1997 is less than
       $9,859,826.00, the Minimum Consolidated Tangible Net Worth Plus
       Subordinated Debt requirement set forth above for the period from March
       31, 1997 until September 29, 1997 shall be increased by the amount of
       difference between the after tax effect of the actual pretax charge to
       earnings incurred during said period and the after tax effect of a pretax
       charge to earnings of $9,859,826.00."

      b. Section 5.14, contained in Annex VI attached to the Letter of Credit
Agreement, is hereby deleted and, in lieu thereof, there is substituted therefor
the following new Section 5.14:

       "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 periods
       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 referred to in Section
       5.12 not to exceed 9,859,826 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

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       to earnings refereed to herein not to exceed $9,859,826.00 incurred
       during the quarterly period ending June 30, 1997, less than 1.50:1 for
       the one (1) calendar quarterly period ending June 30, 1997; and less than
       2.00:1 for the immediately preceding four (4) calendar quarterly periods
       ending September 30, 1997, and for said immediately preceding four (4)
       calendar quarterly periods ending on the last day of each calendar
       quarter thereafter."

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

       "(g). 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 $2,500,000.00 of said aggregate
       amount shall represent the aggregate amount of investments, loans and
       advances made to Catalina Lighting Mexico, S.A. DE C.V."

2.    COUNTERPARTS.  The Fifth 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 Letter of 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 Letter of Credit
Agreement as amended hereby shall remain in full force and effect and this Fifth
Amendment to Letter of Credit Agreement shall not be deemed a novation. Each and
every reference to the Letter of Credit Agreement and any other Operative
Documents shall be deemed to refer to the Letter of Credit Agreement as amended
by the Fifth Amendment. The Company and the Guarantors hereby acknowledges and
represent that the Operative 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 rights of set-offs whatsoever.


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5.    GOVERNING LAW.  THIS FIFTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE 
BY THE BANK 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.




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


                                   COMPANY:


                                   CATALINA INDUSTRIES, INC. d/b/a Dana
                                   Lighting

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


                                   GUARANTORS:


                                   CATALINA LIGHTING, INC. 

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


                                   BANK:

                                   SUNTRUST BANK, CENTRAL FLORIDA
                                   NATIONAL ASSOCIATION f/k/a SUN BANK,
                                   NATIONAL ASSOCIATION


                                   By: 
                                      --------------------------------------
                                      Name:
                                             -------------------------------
                                      Title: 
                                             -------------------------------



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