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                                                                  EXHIBIT 10.35


                                THIRD AMENDMENT
                          TO CONSOLIDATED AND RESTATED
                          LOAN AND SECURITY AGREEMENT


       This THIRD AMENDMENT TO CONSOLIDATED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment") is made as of February 22, 1997, by and between
FREMONT FINANCIAL CORPORATION ("Fremont") and TRISTAR CORPORATION ("Borrower"),
in light of the following:

       WHEREAS, Borrower and Fremont entered into a Consolidated and Restated
Loan and Security Agreement dated effective January 1, 1996, as amended by (i)
that certain First Amendment to Consolidated and Restated Loan and Security
agreement dated as of March 11, 1996 and (ii) that certain Second Amendment to
Consolidated and Restated Loan and Security Agreement effective as of October
1, 1996 (as amended from time to time, the "Loan Agreement"; Capitalized terms
used herein shall have the meanings set forth in the Loan Agreement unless
specifically defined herein); and

       WHEREAS, Borrower and Fremont wish to amend the Loan Agreement as set
forth herein.

       NOW THEREFORE, in consideration of the mutual promises and agreements of
the parties hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged the
parties hereto agree as follows:

       1. Section 3.1 of the Loan Agreement is hereby amended by deleting the
language "March 31, 1997" and replacing such language with "July 7, 1997."

       2. If the Loan Agreement is terminated at Borrower's request on or
before July 7, 1997 and Borrower has paid to Fremont a sum equal to Borrower's
Obligations, including, without limitation, accrued interest thereon and
Fremont's Expenses, Fremont hereby agrees to waive the payment of the Early
Termination Fee as provided for in Section 3.2 of the Loan Agreement.

       3. Borrower reaffirms, ratifies and confirms its obligations under the
Loan Agreement, acknowledges that all the terms and conditions in the Loan
Agreement (except as amended herein) remain in full force and effect and
further acknowledges that the security interest granted to Fremont in the
Collateral is valid and perfected.

       4. Borrower is not aware of any events which now constitute, or with the
passage of time or the giving of notice would constitute, an Event of Default
under the Loan Agreement.


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       5. This Amendment constitutes the entire agreement of the parties in
connection with the subject matter of this Amendment and cannot be changed or
terminated orally. All prior agreements, understandings, representations
warranties and negotiations regarding the subject matter hereof, if any, are
merged into this Amendment.

       6. This Amendment may be executed in counterparts, each of which when so
executed and delivered shall be deemed an original, and all of such
counterparts together shall constitute but one and the same agreement.

       7. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Georgia.

         IN WITNESS WHEREOF, Borrower and Fremont have executed this Amendment
as of the date first written above.



                                FREMONT FINANCIAL CORPORATION,
                                a California corporation



                                By: /s/ Carlos E. Chang
                                    -----------------------------
                                        Carlos E. Chang
                                        Vice President



                                TRISTAR CORPORATION,
                                a Delaware corporation



                                By: /s/Loren M. Eltiste
                                    -----------------------------
                                       Loren M. Eltiste
                                       Vice President and
                                       Chief Financial Officer