EXHIBIT A

                                  AMENDMENT TO
                         EXECUTIVE MANAGEMENT AGREEMENT



     This Amendment (this "Amendment") to the Executive Management Agreement
dated as of July 1, 1994 (the "Agreement") by and between MagneTek, Inc. (the
"Company") a Delaware corporation, and The Spectrum Group, Inc. ("Spectrum"), a
California corporation, is effective as of January 25, 1995.


                              W I T N E S S E T H:


     WHEREAS, the Company and Spectrum entered into the Agreement dated as of
July 1, 1994; and

     WHEREAS, the Company and Spectrum now desire to amend the Agreement on the
terms and conditions set forth herein.


                                A G R E E M E N T


     NOW, THEREFORE, the Company and Spectrum, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
agree as follows:

     1.   Section 2.A. of the Agreement is hereby amended in its entirety and
restated to read as follows:
               A.   In consideration for the executive management services
          to be provided by Spectrum to the Company, during the term of
          this Agreement the



          Company shall pay and Spectrum shall be entitled to receive $732,000
          per Company fiscal year, payable in monthly installments of $61,000,
          such monthly payments to be made in advance commencing on the date
          hereof and continuing thereafter and on the first day of each
          succeeding month.  In addition, Spectrum shall also be entitled to
          reimbursement for all reasonable and allocable costs (including but
          not limited to office rent and secretarial support) and all reasonable
          out-of-pocket expenses (including but not limited to telephone, fax,
          overnight delivery, postage, meals and travel) incurred by Spectrum or
          its personnel, payable by the Company when billed by Spectrum, in
          connection with the performance of Spectrum's duties hereunder.  The
          fee payable to Spectrum hereunder shall be adjusted at the
          commencement of each of the Company's fiscal years (July 1st)
          subsequent to the effective date hereof to reflect the cumulative
          increase in the Consumer Price Index for the metropolitan Los Angeles-
          Long Beach area, as reported by the U.S. Department of Labor, Bureau
          of Labor Statistics, during the directly preceding fiscal year and
          thereafter shall be adjusted at the commencement of each renewal


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          period to reflect the cumulative increase in such Consumer Price Index
          during the prior renewal period.

     2.   Except as set forth herein, the Agreement remains unaffected and in
full force and effect.

     3.   Section 5 of the Agreement is hereby incorporated into this Amendment
by reference, except that the address for notice to the Company pursuant to
Section 5.A. shall be:

                    MagneTek, Inc.
                    26 Century Boulevard
                    P.O. Box 290159
                    Nashville, TN  37229-0159
                    Attention: General Counsel


     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date above written.



                              MAGNETEK, INC.



                              By:
                                  ---------------------------


                              THE SPECTRUM GROUP, INC.



                              By:
                                  ---------------------------


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