FIRST SUPPLEMENTAL INDENTURE



         THIS FIRST SUPPLEMENTAL INDENTURE dated as of August 5, 2004 between

Nortek, Inc., a Delaware corporation (the "Company"), and U.S. Bank National

Association, as successor-in-interest to State Street Bank and Trust Company, as

trustee under the Indenture referred to below (the "Trustee").



         WHEREAS, the Company has heretofore executed and delivered to the

Trustee an indenture dated as of June 12, 2001 (the "Indenture"), providing for

the issuance of an aggregate principal amount of $250 million of 9-7/8% Senior

Subordinated Notes due June 15, 2011 (the "Notes");



         WHEREAS, the Company proposes to amend the Indenture and the Notes (the

"Proposed Amendments"), as contemplated hereby;



         WHEREAS, the Company has obtained the consent of the Holders of the

Notes pursuant to the Offer to Purchase and Consent Solicitation Statement dated

July 20, 2004, as amended, supplemented or modified (the "Consent Solicitation

Statement"), to the Proposed Amendments upon the terms and subject to the

conditions set forth therein;



         WHEREAS, pursuant to Section 9.02 of the Indenture, the Company may

amend or supplement the Indenture and the Notes as contemplated hereby provided

that the Holders of at least a majority in aggregate principal amount of the

Notes then outstanding have consented;



         WHEREAS, the Company has received and delivered to the Trustee the

consent of the Holders of at least a majority in aggregate principal amount of

the Notes to the Proposed Amendments;



         WHEREAS, the Company has been authorized by a resolution of its board

of directors to enter into this First Supplemental Indenture;



         WHEREAS, all other acts and proceedings required by law, by the

Indenture, and by the certificate of incorporation and by-laws of the Company to

make this First Supplemental Indenture a valid and binding agreement for the

purposes expressed herein, in accordance with its terms, have been duly done and

performed;



         WHEREAS, pursuant to Section 9.06, the Trustee has received an

Officers' Certificate and Opinion of Counsel and authorized to execute and

deliver this First Supplemental Indenture;



         WHEREAS, following the execution of this First Supplemental Indenture,

the terms hereof will become operative upon the acceptance for purchase by the

Company of Notes validly tendered in the tender offer contemplated by the

Consent Solicitation Statement (the "Consent Condition"); and



         WHEREAS, the terms of this First Supplemental Indenture shall be null

and void if the Consent Condition does not occur.



                                       1



         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:



         That, for and in consideration of the premises herein contained and in

order to effect the proposed amendments contained in the Consent Solicitation

Statement, pursuant to Sections 9.02 and 9.06 of the Indenture, the Company

agrees with the Trustee as follows:



                                    ARTICLE 1



                        Amendment of Indenture and Notes



         1.1 Amendment of Indenture. Effective as of the Operative Date, this

First Supplemental Indenture amends the Indenture as provided for herein. If the

Operative Date does not occur on or prior to the date that IS 90 days following

the date of this First Supplemental Indenture, then the terms of this First

Supplemental Indenture shall be null and void and the Indenture shall continue

in full force and effect without any modification hereby.



         1.2 Amendment of Section 1.01.



         (a) Pursuant to Section 9.02 of the Indenture, Section 1.01 of the

Indenture is hereby amended by deleting in their entirety the definitions of

"Acquired Indebtedness," "Allowable Subsidiary Loans," "Average Life,"

"Broan-NuTone Canada, Inc. Credit Facility," "Consolidated Amortization

Expense," "Consolidated Cash Flow," "Consolidated Cash Flow Coverage Ratio,"

"Consolidated Depreciation Expense," "Consolidated Income Tax Expense,"

"Consolidated Interest Expense," "Consolidated Net Worth," "Disinterested

Director," "Eligible Inventory," "Eligible Receivables," "Existing

Indebtedness," "Existing Investments," "Non-Recourse Debt," "Permitted

Investments," "Permitted Liens," "Principal Property," "Purchase Money

Obligations," "Significant Subsidiary," "Special Common Stock," and "Wholly

Owned Subsidiary" contained in the Indenture.



         (b) Pursuant to Section 9.02 of the Indenture, Section 1.01 of the

Indenture is hereby amended by deleting in its entirety the definition of "Asset

Sale" and replacing it with the following:



         "ASSET SALE" means, with respect to any Person, the sale, lease,

conveyance or other transfer or disposition by such person of any of its assets

or properties (including by way of a sale-and-leaseback and including the sale,

issuance or other transfer of any of the Capital Stock of any Subsidiary of such

person), in a single transaction or through a series of related transactions,

for aggregate consideration received by such Person or a Subsidiary of such

Person (but if such Person is the Company or any Restricted Subsidiary of the

Company, only if such Subsidiary is a Restricted Subsidiary of the Company), net

out-of-pocket costs relating thereto (including, without limitation, legal,

accounting and investment banking fees and sales commissions), in excess of

$5,000,000. For purposes of this definition, consideration shall include,

without limitation, any indebtedness for borrowed money of such Person or such

Subsidiary that is assumed by the transferee of any assets or any such

indebtedness of any Subsidiary of such Person whose stock is purchased by the

transferee. Notwithstanding anything to the contrary in the foregoing provisions

of this definition, the term "Asset Sale", with respect to any Person, shall not

include (i) the sale, lease or other transfer or disposition of assets



                                       2



acquired and held for resale in the ordinary course of business; (ii) the sale,

lease or other transfer or disposition of assets in accordance with the

provisions of Article V hereof; (iii) the sale, lease or other transfer or

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