Catalina Lighting Inc Watch

from 10-K 2 pages Dear Sirs Loan and Security Agreement Dated 23 December 2003 1. We Refer to the Loan and Security Agreement Referenced Above (The “Agreement”). Terms Defined in the Agreement Have the Same Meaning Where Used in This Letter. 2. We Are Writing to Confirm the Terms Upon Which We Would Propose to Vary the Terms of the “Material Adverse Change” Provisions in the Agreement. 3. We Would Request That the Following Paragraph Should Be Inserted at the End of Section 1.83 of the Agreement

from 10-K 12 pages Consent and Amendment No. 1 to Loan and Security Agreement

from 10-K 11 pages Congress Financial Corporation (Florida), as Agent 110 E. Broward Boulevard Suite 2050 Fort Lauderdale, Florida 33301 Re: Consent and Waiver

from 10-Q 159 pages Loan and Security Agreement by and Among Catalina Industries, Inc. Catalina Merchandising, Inc. Ring Lamp Company Limited Bmac Limited Lancer Products Limited Grove Products (Caravan Accessories) Limited Lighten Point Corporation Europe Limited Catalina International Limited Arctic Products Limited Van-Line Limited as Borrowers and Catalina Lighting, Inc. Meridian Lamps, Inc. British Syphon Industries Limited Graystone Ring Limited Ring Group Limited Ring Parts Limited Marshall’s Universal Limited Hovekey Limited Newton Mill Limited Ring Limited as Guarantors and Congress Financial Corporation (Florida), as Agent and the Lenders Named Herein, as Lenders Dated: December 23, 2003

from 10-Q ~50 pages Loan Agreement (Congress Financial)

from 10-Q ~10 pages Amended and Restated Credit Agreement

from 10-K >50 pages Amended Revolving Credit Agreemnt - July 23, 2001

from 10-Q ~10 pages 3rd Amendment to Letter of Credit Agreement