Exhibit 10.161

                                    AGREEMENT

         This agreement dated May 7, 1998, by and between Catalina Lighting,
Inc. a Florida corporation (the "Company") and Thomas M. Bluth (the
"Executive").

         WHEREAS the Executive has rendered valuable services to the Company and
the Company desires to be assured that the Executive will continue rendering
such services to the Company; and

         WHEREAS the Executive is willing to continue to serve the Company but
desires assurance that he will be protected in the event of any change in
control;

         NOW, THEREFORE, in consideration of the mutual covenants and promises
herein, the parties agree as follows.

1. TERM OF AGREEMENT
         This agreement shall be effective on April 1, 1998 (the "Effective
Date") and shall continue in effect through March 31, 1999 provided however, if
a change in control of the Company shall have occurred during the term of this
Agreement, this Agreement shall continue in effect until all payments, if any,
required to be made by the Company or otherwise to the Executive under this
Agreement shall have been paid in full.

2. CHANGE IN CONTROL
         (i) No benefits shall be payable hereunder unless there shall have been
a change in control of the Company, as set forth below. For purposes of this
Agreement, a "change in control of the Company" shall mean (A) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a
trustee or fiduciary holding securities under an employee benefit plan of the
Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 51 percent or more of the combined voting power of the Company's
then outstanding voting securities; (B) there is a merger or consolidation of
the Company and the common stockholders of the Company immediately before the
merger or consolidation do not hold at least 85% of the common stock of the
surviving or resulting company immediately after the merger or consolidation; or
(C) the business or businesses of the Company are disposed of by the Company
pursuant to a partial or complete liquidation of the Company, a sale of assets
of the Company, or otherwise; and 

         (ii) The Executive agrees that in the event of such a change in control
of the Company the Executive will remain in the employ of the Company for a
period of three (3) months from the occurrence of such change in control of the


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Company or, if shorter, until the termination of the Executive's employment
by reason of the Executive's total disability or death.

3. COMPENSATION FOLLOWING CHANGE OF CONTROL

         Subject to the terms and conditions of this Agreement, following a
change in control of the Company, as defined in Section 2(i), the Executive
shall be entitled to the following benefits:

         (i) The Company shall notify Executive of the date as of which there
occurs a change in control of the Company, provided that the failure of the
Company to so notify Executive shall not affect any of the Executive's rights
under this Agreement. If there is a change in control of the Company and the
Company terminates Executive's employment with the Company (either actually or
constructively) within 13 weeks after the date of the change in control of the
Company, the Company within 5 business days of Executive's termination of
employment shall pay Executive an amount equal to two times the Executive's base
salary in effect as of the Effective Date of this Agreement less any salary paid
for the Executive's services during the 13 week period.

         (ii) If (a) there is a change in control of the Company and (b) the
Company does not terminate Executive's employment with the Company within 13
weeks after the date of the change in control of the Company and (c) Executive
works for the Company through the end of the 13th week after the change in
control of the Company (subject to absences by Executive that are consistent
with the Company's sick leave, vacation and other absence policies as in effect
as of the Effective Date), then within 5 business days after the end of the 13th
week following the change in control, the Company shall pay Executive an amount
equal to two times the Executive's base salary in effect as of the Effective
Date of this Agreement, less any salary paid for Executive services during the
13 week period, provided however that the Company shall not be obligated to make
the payment otherwise would be due the Executive provided for in this Section
3(ii) if prior to the date such payment otherwise would be due the Executive has
executed an employment agreement with the Company on terms acceptable to
Executive in his sole discretion. If, after a change in control of the Company,
Executive shall terminate this employment with the Company (other than on
account of Executive's death or disability or as a result of a constructive
discharge by the Company), the Company shall pay the Executive's full base
salary through the date of termination of the Executive's employment at the rate
in effect at the time of the Executive's termination of employment, plus any
other amounts to which the Executive is entitled under any compensation plan of
the Company, at the time such payments are due, but the Executive shall not be
entitled to the payment provided for in Section 3(i).

         (iii) In the event of a dispute regarding this agreement and the
Executive is the prevailing party, the Company shall also pay the Executive


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reasonable legal fees and expenses incurred by the Executive in seeking to
obtain or enforce any right or benefit provided by this Agreement.

         4. The amounts paid to the Executive hereunder shall be considered
severance pay in consideration of the past services he has rendered to the
Company and in consideration of his continued service from the date hereof to
his entitlement to those payments. The Executive shall have no duty to mitigate
his damages by seeking other employment. Should the Executive actually receive
other payments from any such other employment, the payments called for hereunder
shall not be reduced or offset by any such future earnings.

         5. The arrangements called for by this agreement are not intended to
have any effect on the Executive's participation in any other benefits available
to Executive personnel or to preclude other compensation or additional benefits
as may be authorized by the board of directors from time to time.

         6. This agreement shall be binding and shall inure to the benefit of
the respective successors, assigns, legal representatives and heirs to the
parties hereto.

         7. This agreement shall terminate, even though prior to any change in
control of the Company (as defined herein), if the Executive shall voluntarily
resign, retire, become permanently and totally disabled, voluntarily take
another position requiring a substantial portion of his time, or die. This
agreement shall also terminate if the Executive's employment as an officer of
the Company shall have been terminated for cause by the board of directors of
the Company as constituted prior to any acquisition of control of the Company as
defined herein.

         In witness whereof, the parties have signed this agreement this _ day
of May, 1998.

CATALINA LIGHTING, INC.

BY: /s/ Robert Hersh
   -----------------------------
   Robert Hersh
   Chairtman, President and Chief Executive Officer

ACCEPTED AND AGREED:

By: /s/ Thomas M. Bluth
   ------------------------------
        Thomas M. Bluth