EXCHANGE AGENCY AGREEMENT



U.S. Bank National Association

Corporate Trust Services

One Federal Street, 3rd Floor

Boston, Massachusetts 02110



      Re:   Exchange Agency Agreement dated as of December 15, 2004.



Ladies and Gentlemen:



      Nortek, Inc., a Delaware corporation, (the "Company") intends to make an

offer (the "Exchange Offer") to exchange up to $625,000,000 aggregate principal

amount of its 8 1/2% Senior Subordinated Notes due 2014 (the "New Notes") issued

by the Company and guaranteed by the guarantors (the "Guarantors"), which have

been registered under the Securities Act of 1933, as amended (the "Securities

Act"), pursuant to a Registration Statement of which the Prospectus (as defined

below) is a part, for a like principal amount of outstanding 8 1/2% Senior

Subordinated Notes due 2014 (the "Existing Notes") issued by the Company in

transactions exempt from or not subject to registration under the Securities

Act. The terms and conditions of the Exchange Offer as currently contemplated

are set forth in a prospectus, dated January 20, 2005 (the "Prospectus"),

proposed to be distributed to all holders of the Existing Notes. The Existing

Notes and the New Notes are collectively referred to herein as the "Notes."

Capitalized terms used but not defined herein shall have the meaning ascribed to

such terms in the Indenture, dated as of August 27, 2004, between the Company

and U.S. Bank National Association, as Trustee ("USB").



      The Company hereby appoints USB to act as exchange agent (the "Exchange

Agent") in connection with the Exchange Offer. References hereinafter to "you"

shall refer to USB.



      The Exchange Offer is expected to be commenced by the Company on or about

the date of the Prospectus. The Letter of Transmittal accompanying the

Prospectus is to be used by the holders of the Existing Notes to accept the

Exchange Offer, and contains instructions with respect to the delivery of

certificates representing the Existing Notes tendered.



      In the event any holder of the Existing Notes is tendering by book-entry

transfer to the Exchange Agent's account at The Depository Trust Company

("DTC"), such holders may tender through the DTC Automated Tender Offer Program

("ATOP"). DTC participants will transmit their acceptance of the Exchange Offer

to DTC, which will verify the acceptance and execute a book-entry delivery to

your account at DTC. DTC will then send an "Agent's Message" to you for its

acceptance.



      The Exchange Offer shall expire at 5:00 p.m., New York City time, on

January 25, 2005 or on such later date or time to which the Company may extend

the Exchange Offer (the "Expiration Date"), written notice of such extension

shall be given to you by the Company. The Company shall give written notice to

you of the effective date of the Registration Statement promptly after the

Registration Statement becomes effective, and until your receipt of such written

notice you shall be entitled to assume in good faith that such effective date

has not occurred. Subject to the terms and conditions set forth in the

Prospectus, the Company expressly reserves the right to extend the Exchange

Offer from time to time and may extend the Exchange Offer by giving





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written notice to you of such on or before 9:00 a.m., New York City time, on

the next business day after the previously scheduled Expiration Date.



      In carrying out your duties as Exchange Agent, you are to act in

accordance with the following instructions:



      1. You will perform such duties and only such duties as are specifically

set forth herein (each of which is ministerial and shall not be construed as

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