EXHIBIT 10.14

                               DESA INTERNATIONAL
                     MANUFACTURER'S REPRESENTATIVE AGREEMENT



Agreement  made on this  5th day of  June,  1991,  between  DESA  International,
Bowling Green, Kentucky herein termed "Manufacturer" and:

         NAME:             Manufacturers Products, Inc.
         ADDRESS:          342 N. County Rd. 400 East
         CITY:             Valparaiso, IN  46383

herein termed "Representative."

SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE

Manufacturer grants  Representative the right to solicit orders for the purchase
of  Manufacturer's  products  (as listed in Section 2C) within  Representative's
Area of Responsibility (Section 3). Representative agrees to extend best efforts
to  achieve  the   Company's   sales   objectives   for  its   products   within
Representative's Area of Responsibility and to assist Manufacturer establish and
develop   customer   accounts  in  accordance  with   Manufacturer's   policies.
Representative  will  search  for  qualified  customer  accounts,  follow-up  on
prospect leads  furnished by  Manufacturer,  assist  Manufacturer  in developing
adequate  parts and  service  support,  execute an annual  Customer  Performance
Review on each account with Representative's  Area of Responsibility,  cooperate
with Manufacturer in developing territorial analysis and territorial objectives,
attend trade and dealer  shows,  conventions  and sales  meetings as directed by
Manufacturer.  In addition to the  foregoing,  Manufacturer  and  Representative
shall have mutual  responsibility  for the communication  and  administration of
pricing adjustments, as they may occur.

SECTION 2 COMPENSATION, PAYMENT, PRODUCT & QUALIFYING ORDERS

                                                       





(A)      FEE - Manufacturer  agrees to pay Representative in accordance with the
         fee scale outlined in Appendix A of this document. The commission shall
         be  calculated  based upon the stated sales price to the customer as of
         the date the actual order is placed with the Manufacturer.  Eligibility
         for  fee  payment  shall  commence  upon  the  effective  date  of this
         agreement and continue  through the last day that this  agreement is in
         effect. (There is not vested interest on the part of the Representative
         in any unshipped order or orders.)

(B)      PAYMENT - Manufacturer will pay Representative earned fees on a monthly
         basis as orders are shipped.  Should purchaser fail to pay for any part
         of the invoice for any reason,  the fee received by Representative  for
         the unpaid  portion of the invoice  shall be deducted  from future fees
         earned.  (See Attachment 1).  Manufacturer  reserves the right to defer
         payment of earned fees or a portion thereof to cover contingencies such
         as  uncollectible   receivables,   returns,  samples,  memo  billed  to
         Representative,  etc.  Manufacturer will credit Representative with the
         accumulated  deferred  earned  fees to the extent of that not offset by
         those contingencies listed above. Payment of accumulated, deferred fees
         will be made during the month of March of each year.

(C)      PRODUCT  LIST - The term  "Products"  includes  all  current  products,
         including  options and  accessories  as described  below:  Generators -
         Pincor or Master Label

(D)      QUALIFYING ORDER - The term "Qualifying Order" applies to any order for
         Manufacturer's  Product  accepted by Manufacturer  that originates with
         established  accounts in  Representative's  Area of Responsibility  and
         orders from new accounts that originate in Area of Responsibility which
         are solicited by Representative and accepted

                                       -2-





         by  Manufacturer  and are shipped and  invoiced  during the period that
         Representative is operating under the terms of this agreement.

SECTION  3 REPRESENTATIVE'S ARE OF RESPONSIBILITY

(A)      Manufacturer  grants  Representative  the right to  solicit  orders for
         Manufacturer's   Products  within  the  following   geographic/customer
         boundaries in accordance with Manufacturer's distribution and marketing
         policies:
         States of:  Illinois, Ohio, Indiana

         Wisconsin-  All  counties  east  of  and  including  Lafayette,   Iowa,
                  Richland,  Vernon,  Monroe, Wood, Jackson,  Portage,  Waupaca,
                  Shawano and Oconto.

         Michigan - Excluding upper peninsula.

(B)      MARKETS

         Representative  understands that Manufacturer expects Representative to
         solicit  orders  from the  following  primary  account  types:  Rental,
         Construction/Industrial  Supply and STAFDA type accounts, Hardware Home
         Center, Mass Merchandising, Hardware Wholesalers and Co-operatives.

(C)      EXCLUSIONS

         The following accounts, markets, boundaries, etc. are excluded from the
         Representative's Area of Responsibility.
         Electrical distributors and HVAC accounts.
         NOTE:  Manufacturer  may  sell or  lease  products  of its  manufacture
         covered  by  this  Agreement   direct  to  governmental   agencies  and
         subdivisions  thereof,  and to non-retail buyers without  obligation to
         Representative.


                                       -3-





SECTION 4 ORDERING AND CANCELLATION POLICIES

Manufacturer has issued and shall continue to issue to Representative, from time
to time,  price lists and sales  bulletins.  No order  submitted to Manufacturer
through  Representative's  efforts shall become  effective unless and until that
order is formally accepted by written notice to the customer from  Manufacturer,
and  Manufacturer,  in its sole  discretion,  may  refuse to accept  any  order.
Manufacturer  reserves  the right to  condition  shipments,  upon  agreement  of
satisfactory arrangements for payment.

SECTION 5 WARRANTY BY MANUFACTURER

Representative   understands   and  agrees  that  the  only   warranties   which
Manufacturer extends to customers of Manufacturer's  Products are Manufacturer's
standard Warranty against defective material and workmanship,  as defined within
Manufacturer's  written warranty statement and which is in effect at the time of
delivery to the first user. If Representative  makes any other warranty (such as
by  enlarging  the scope or period of  warranty  or  undertaking  a warranty  of
merchantability  or fitness for any particular  purpose) or any other obligation
whatsoever,  Representative shall: (1) be solely responsible therefore; (2) have
no  recourse  against   Manufacturer;   and  (3)  defend,   indemnify  and  hold
Manufacturer  harmless against any claim of cause of action  whatsoever  arising
out of, or  occasioned  by, the  Representative's  extension of said  additional
warranty or obligation.

SECTION 6 LIABILITY FOR DELAYS

No liability shall be attached to Manufacturer for direct,  indirect  incidental
or consequential damages or expenses due to loss, damage, detention, or delay in
delivery of Products resulting from acts or delays beyond its control.

                                       -4-





SECTION 7 USE OF NAMES, TRADE NAMES, AND TRADEMARKS

Representative  agrees not to use Manufacturer's  names including the name "DESA
or SWINGLINE" or any trademarks used in connection with Products, as part of the
corporate  or  business  name  of   Representative,   or  in  any  manner  which
Manufacturer  considers  improper,  misleading or detrimental to  Manufacturer's
interest.  Upon  termination of this  Agreement,  Representative  shall cease to
operate as, or represent that Representative is, an authorized Representative of
Manufacturer  and will  refrain from any and all actions  which would  associate
Representative  with  Manufacturer.   In  addition,  upon  termination  of  this
Agreement,  Representative  will promptly remove all signs and other advertising
material or  identifying  marks that bear the name DESA or any other trade names
or  trademarks  of  DESA  International  or any of its  divisions  or  affiliate
companies from Representative's place of business, and thereafter Representative
shall not use such  names and  trademarks  in any manner  whatsoever,  provided,
however, if Representative continues to be a Representative  agreement,  nothing
contained herein to the contrary shall prohibit  Representative  from exercising
any of his rights granted in such separate agreement.

SECTION 8 TERMINATION

This  Agreement  may be  terminated  by either party upon thirty (30) days prior
written  notification  sent to the other party or immediately by mutual consent.
Termination of this Agreement shall not release either party from payment of any
sum  then  owing  to  the  other  party  at  time  of  written  notification  of
termination, except as noted in Section 2A and 2D.

                                       -5-





Upon termination of this Agreement,  Representative shall return unpaid samples,
all remaining promotional material,  catalogs,  price lists, bulletins,  owner's
manual and current advertising material and other literature which was furnished
to Representative by Manufacturer.

SECTION 9 REPRESENTATIVE NOT AN AGENT

Nothing contained herein shall be construed as designating  Representative as an
employee,  agent or legal representative of Manufacturer.  Representative is not
granted any  authority to create an obligation  or  responsibility  on behalf of
Manufacturer,  or to bind Manufacturer in any manner whatsoever.  Representative
shall be at all times an independent contractor.

SECTION 10 NO OTHER AGREEMENTS

This  nonassignable  Agreement  supersedes  any  agreement  existing at any time
between the parties and there are no agreements or understanding, either oral or
written,  which  conflict with,  alter or enlarge,  and the express terms hereof
control  both course of dealing and usage of trade.  Any  modifications  of this
Agreement  must be in writing  and  approved  by a duly  authorized  employee of
Manufacturer.

SECTION 11 CONFIDENTIAL INFORMATION

Representative understands that Manufacturer may, from time to time, disclose to
Representative  certain confidential  technical or business information relating
to the  subject  matter of this  Agreement.  Representative  agrees to hold such
information in confidence and make no use or disclosure thereof, both during and
after the terms of this Agreement,  except as authorized by  Manufacturer.  Upon
termination of this Agreement, Representative agrees to return to

                                       -6-





Manufacturer  any written or printed matter or any other  document  furnished by
Manufacturer, and all copies thereof, in Representative's possession or control.

SECTION 12 DISCONTINUANCE AND MODIFICATION

Manufacturer may discontinue the manufacture of any product and make changes and
improvements  at any time in the  specifications,  construction  or  design,  of
Products without incurring any obligations to Representative.

SECTION 13 PERFORMANCE

No failure of Manufacturer  to insist upon strict  compliance with any provision
of this Manufacturer's  Representative Agreement shall constitute waiver thereof
for the future, and all provisions herein shall remain in full force and effect.
The  Representative  will be given a performance  evaluation  every March on his
past performance. Measure of evaluation will be based on performance towards the
goals  and  objectives  provided  by the  Manufacturer  and  agreed  upon by the
Representative   each  January  for  the  following   year.  An   unsatisfactory
performance  review  can  result  in  cancellation  of  this  Agreement  or  the
Representative being retained on a probationary period for one year.

SECTION 14 APPLICABLE  LAW AND  INVALIDITY 

This Agreement shall be construed, enforced and performed in accordance with the
laws of the State of Kentucky.  All  provisions of this  Agreement are severable
and any  provision  determined to be invalid  under the  applicable  laws of any
jurisdiction  shall be deemed  inoperative as to such jurisdiction to the extent
of such  invalidity.  without  invalidating  any of the other provisions of this
Agreement.

                                       -7-





DATE August 6, 1991                       DATE June 24, 1991

DESA INTERNATIONAL                        Manufacturers Products, Inc.
         MANUFACTURER                              REPRESENTATIVE

BY____________________________
    OFFICER                                                         d/b/a
                                                   BY_______________________
                                                   AUTHORIZED SIGNATURE

                                                   ---------------------------
                                                   Title, if any, specify
                                                   Proprietorship, Partnership
                                                   Corporation


                                       -8-





                                  ATTACHMENT 1
                     BAD DEBT COMMISSION/HOLDBACK COMMISSION



I.       The monthly  holdback from your  commission will be discontinued at the
         end of  December.  Reconciliation  of the holdback  will begin  shortly
         thereafter.

II.      Commission  is processed to the sales agency at the time of  invoicing.
         Therefore,  commission  is paid  prior to  collection  of the  Accounts
         Receivable.

III.     If an  account  is  classified  as a Bad Debt,  whether  the  action is
         initiated by DESA with collection or legal proceedings, or an act by an
         Account of filing Bankruptcy,  a reversal of the commission paid to the
         sales agency, as related to the outstanding obligation, will be made to
         the extent the Accounts Receivable is deemed uncollectible. Through the
         proceedings of collection of a Bad Debt,  where payments are recovered,
         the  appropriate  rate of  commission  will be  reinstated to the sales
         agency on the net proceeds.








                                  ATTACHMENT 2
                        PROCEDURE FOR BAD/DEBT COMMISSION

Commission is accrued and paid to the  representative  organizations at the time
of the invoicing process. If an account is classified as a bad debt, whether the
action is initiated by DESA with  collection or legal  proceedings  or an act by
the  account of filing  bankruptcy,  a reversal  of the  commission  paid to the
representative  organization  as related to the  outstanding  obligation will be
made.

I.       BAD DEBT

         Classification of bad debt by DESA International.

         *        Account  balances of $5,000 or less  requires  approval of the
                  Director of Credit.

         *        Account balances in excess of $5,000 requires  approval of the
                  Director of Credit and Vice President of Finance.

                  Bankruptcy filings by an account

         *        Automatic classification to bad debt.

II.      COMMISSION

         In the month an account is classified as a bad debt:

         1.       A form will be  generated by the Credit  Department  itemizing
                  the   obligation   and  the   corresponding   amount   of  the
                  representatives commission.

         2.       All deductions of commission  require approval of the Director
                  of  Credit  and the Vice  President  of  Sales  or his  chosen
                  designate.

         3.       Any commission that has been rejected as a deduction  requires
                  a written explanation  approved by the Vice President of Sales
                  and Vice President of Finance.

         4.       The form once  approved  will be forwarded to Accounting to be
                  processed as a deduction to commission.






         5.       The  appropriate  journal  entry  to  reverse  the  commission
                  expense will be made by Accounting.

         6.       The representing  organization is to receive a copy of the bad
                  debt commission form with their commission check.

III.     PAYMENTS ON BAD DEBT ACCOUNTS

         Through  the  proceedings  of  collection,  legal or  bankruptcy  where
         payments  are  recovered  for the  benefit of DESA  International,  the
         appropriate rate of commission will be reinstated to the representative
         agency on the net proceeds.

         1.       It is the  responsibility of the Credit Department to document
                  the recovery and commission payable from the recovery.

         2.       Documentation to be forwarded to the Accounting Department for
                  journal entries to accrue and expense the commission.

         3.       The  representative  organization  is to receive a copy of the
                  documentation of recovery with their commission check.

         NOTE:    Upon  implementation of this procedure,  the five percent (5%)
                  holdback policy will be discontinued.






                                  ATTACHMENT 3
                                 COMMISSION RATE

         Seven percent (7%) commission will be paid on portable  generators sold
         on the standard program.  All portable generators sold off the standard
         program will be at five percent (5%) commission.

         All PTO and standby units will be paid at five percent (5%)  commission
         rate.








                               DESA INTERNATIONAL
                     MANUFACTURER'S REPRESENTATIVE AGREEMENT



Agreement  made on this 4th day of August,  1991,  between  DESA  International,
Bowling Green, Kentucky herein termed "Manufacturer" and:

         NAME:             Manufacturers Products, Inc.
         ADDRESS:          432 N. County Rd. 400 East
         CITY:             Valparaiso, IN  46383

herein termed "Representative."

SECTION 1 RESPONSIBILITIES OF REPRESENTATIVE

Manufacturer grants  Representative the right to solicit orders for the purchase
of  Manufacturer's  products  (as listed in Section 2C) within  Representative's
Area of Responsibility (Section 3). Representative agrees to extend best efforts
to  achieve  the   Company's   sales   objectives   for  its   products   within
Representative's Area of Responsibility and to assist Manufacturer establish and
develop   customer   accounts  in  accordance  with   Manufacturer's   policies.
Representative  will  search  for  qualified  customer  accounts,  follow-up  on
prospect leads  furnished by  Manufacturer,  assist  Manufacturer  in developing
adequate  parts and  service  support,  execute an annual  Customer  Performance
Review on each account with Representative's  Area of Responsibility,  cooperate
with Manufacturer in developing territorial analysis and territorial objectives,
attend trade and dealer  shows,  conventions  and sales  meetings as directed by
Manufacturer.  In addition to the  foregoing,  Manufacturer  and  Representative
shall have mutual  responsibility  for the communication  and  administration of
pricing adjustments, as they may occur.

SECTION 2 COMPENSATION, PAYMENT, PRODUCT & QUALIFYING ORDERS

                                                       





(A)      FEE - Manufacturer  agrees to pay Representative in accordance with the
         fee scale outlined in Appendix A of this document. The commission shall
         be  calculated  based upon the stated sales price to the customer as of
         the date the actual order is placed with the Manufacturer.  Eligibility
         for  fee  payment  shall  commence  upon  the  effective  date  of this
         agreement and continue  through the last day that this  agreement is in
         effect. (There is not vested interest on the part of the Representative
         in any unshipped order or orders.)

(B)      PAYMENT - Manufacturer will pay Representative earned fees on a monthly
         basis as orders are shipped.  Should purchaser fail to pay for any part
         of the invoice for any reason,  the fee received by Representative  for
         the unpaid  portion of the invoice  shall be deducted  from future fees
         earned.  (See Attachment 1).  Manufacturer  reserves the right to defer
         payment of earned fees or a portion thereof to cover contingencies such
         as  uncollectible   receivables,   returns,  samples,  memo  billed  to
         Representative,  etc.  Manufacturer will credit Representative with the
         accumulated  deferred  earned  fees to the extent of that not offset by
         those contingencies listed above. Payment of accumulated, deferred fees
         will be made during the month of March of each year.

(C)      PRODUCT  LIST - The term  "Products"  includes  all  current  products,
         including  options and  accessories  as described  below:  
 
         Master Portable Heating Products & Accessories
                  Commission Rate:          Oil - 5%
                                            Propane - 7%

         Remington Fastening Systems & Accessories

                  Commission Rate:  5%

(D)      QUALIFYING ORDER - The term "Qualifying Order" applies to any order for
         Manufacturer's  Product  accepted by Manufacturer  that originates with
         established  accounts in  Representative's  Area of Responsibility  and
         orders from new accounts that originate in Area of Responsibility which
         are solicited by Representative and accepted

                                       -2-





         by  Manufacturer  and are shipped and  invoiced  during the period that
         Representative is operating under the terms of this agreement.

SECTION  3 REPRESENTATIVE'S ARE OF RESPONSIBILITY

(A)      Manufacturer  grants  Representative  the right to  solicit  orders for
         Manufacturer's   Products  within  the  following   geographic/customer
         boundaries in accordance with Manufacturer's distribution and marketing
         policies:
         States of:  Illinois, Ohio, Indiana
         Michigan -  Excluding Upper Peninsula
         Wisconsin- All counties east of Lafayette, Iowa, Richland, Vernon, 
                    Monroe, Wood, Jackson, Portage, Waupaca, Shawano and Oconto.

(B)      MARKETS

         Representative  understands that Manufacturer expects Representative to
         solicit orders from the following  primary  account types:  All rental,
         STAFDA, Industrial/Construction Supply type accounts.

(C)      EXCLUSIONS

         The following accounts, markets, boundar es, etc. are excluded from the
         Representative's  Area of Responsibility.  Electrical,  HVAC,  Hardware
         Home Center, Mass Merchandising,  Hardware Wholesalers and Co-operative
         type accounts.

                                       -3-





SECTION 4 ORDERING AND CANCELLATION POLICIES

Manufacturer has issued and shall continue to issue to Representative, from time
to time,  price lists and sales  bulletins.  No order  submitted to Manufacturer
through  Representative's  efforts shall become  effective unless and until that
order is formally accepted by written notice to the customer from  Manufacturer,
and  Manufacturer,  in its sole  discretion,  may  refuse to accept  any  order.
Manufacturer  reserves  the right to  condition  shipments,  upon  agreement  of
satisfactory arrangements for payment.

SECTION 5 WARRANTY BY MANUFACTURER

Representative   understands   and  agrees  that  the  only   warranties   which
Manufacturer extends to customers of Manufacturer's  Products are Manufacturer's
standard Warranty against defective material and workmanship,  as defined within
Manufacturer's  written warranty statement and which is in effect at the time of
delivery to the first user. If Representative  makes any other warranty (such as
by  enlarging  the scope or period of  warranty  or  undertaking  a warranty  of
merchantability  or fitness for any particular  purpose) or any other obligation
whatsoever,  Representative shall: (1) be solely responsible therefore; (2) have
no  recourse  against   Manufacturer;   and  (3)  defend,   indemnify  and  hold
Manufacturer  harmless against any claim of cause of action  whatsoever  arising
out of, or  occasioned  by, the  Representative's  extension of said  additional
warranty or obligation.

SECTION 6 LIABILITY FOR DELAYS

No liability shall be attached to Manufacturer for direct,  indirect  incidental
or consequential damages or expenses due to loss, damage, detention, or delay in
delivery of Products resulting from acts or delays beyond its control.

                                       -4-





SECTION 7 USE OF NAMES, TRADE NAMES, AND TRADEMARKS

Representative  agrees not to use Manufacturer's  names including the name "DESA
or SWINGLINE" or any trademarks used in connection with Products, as part of the
corporate  or  business  name  of   Representative,   or  in  any  manner  which
Manufacturer  considers  improper,  misleading or detrimental to  Manufacturer's
interest.  Upon  termination of this  Agreement,  Representative  shall cease to
operate as, or represent that Representative is, an authorized Representative of
Manufacturer  and will  refrain from any and all actions  which would  associate
Representative  with  Manufacturer.   In  addition,  upon  termination  of  this
Agreement,  Representative  will promptly remove all signs and other advertising
material or  identifying  marks that bear the name DESA or any other trade names
or  trademarks  of  DESA  International  or any of its  divisions  or  affiliate
companies from Representative's place of business, and thereafter Representative
shall not use such  names and  trademarks  in any manner  whatsoever,  provided,
however, if Representative continues to be a Representative  agreement,  nothing
contained herein to the contrary shall prohibit  Representative  from exercising
any of his rights granted in such separate agreement.

SECTION 8 TERMINATION

This  Agreement  may be  terminated  by either party upon thirty (30) days prior
written  notification  sent to the other party or immediately by mutual consent.
Termination of this Agreement shall not release either party from payment of any
sum  then  owing  to  the  other  party  at  time  of  written  notification  of
termination, except as noted in Section 2A and 2D.

                                       -5-





Upon termination of this Agreement,  Representative shall return unpaid samples,
all remaining promotional material,  catalogs,  price lists, bulletins,  owner's
manual and current advertising material and other literature which was furnished
to Representative by Manufacturer.

SECTION 9 REPRESENTATIVE NOT AN AGENT

Nothing contained herein shall be construed as designating  Representative as an
employee,  agent or legal representative of Manufacturer.  Representative is not
granted any  authority to create an obligation  or  responsibility  on behalf of
Manufacturer,  or to bind Manufacturer in any manner whatsoever.  Representative
shall be at all times an independent contractor.

SECTION 10 NO OTHER AGREEMENTS

This  nonassignable  Agreement  supersedes  any  agreement  existing at any time
between the parties and there are no agreements or understanding, either oral or
written,  which  conflict with,  alter or enlarge,  and the express terms hereof
control  both course of dealing and usage of trade.  Any  modifications  of this
Agreement  must be in writing  and  approved  by a duly  authorized  employee of
Manufacturer.

SECTION 11 CONFIDENTIAL INFORMATION

Representative understands that Manufacturer may, from time to time, disclose to
Representative  certain confidential  technical or business information relating
to the  subject  matter of this  Agreement.  Representative  agrees to hold such
information in confidence and make no use or disclosure thereof, both during and
after the terms of this Agreement,  except as authorized by  Manufacturer.  Upon
termination of this Agreement, Representative agrees to return to

                                       -6-





Manufacturer  any written or printed matter or any other  document  furnished by
Manufacturer, and all copies thereof, in Representative's possession or control.

SECTION 12 DISCONTINUANCE AND MODIFICATION

Manufacturer may discontinue the manufacture of any product and make changes and
improvements  at any time in the  specifications,  construction  or  design,  of
Products without incurring any obligations to Representative.

SECTION 13 PERFORMANCE

No failure of Manufacturer  to insist upon strict  compliance with any provision
of this Manufacturer's  Representative Agreement shall constitute waiver thereof
for the future, and all provisions herein shall remain in full force and effect.
The  Representative  will be given a performance  evaluation  every March on his
past performance. Measure of evaluation will be based on performance towards the
goals  and  objectives  provided  by the  Manufacturer  and  agreed  upon by the
Representative   each  January  for  the  following   year.  An   unsatisfactory
performance  review  can  result  in  cancellation  of  this  Agreement  or  the
Representative being retained on a probationary period for one year.

SECTION 14 APPLICABLE  LAW AND  INVALIDITY 

This Agreement shall be construed, enforced and performed in accordance with the
laws of the State of Kentucky.  All  provisions of this  Agreement are severable
and any  provision  determined to be invalid  under the  applicable  laws of any
jurisdiction  shall be deemed  inoperative as to such jurisdiction to the extent
of such  invalidity.  without  invalidating  any of the other provisions of this
Agreement.

                                       -7-





DATE August 26, 1991                      DATE August 12, 1991

DESA INTERNATIONAL                        Manufacturers Products, Inc.
         MANUFACTURER                              REPRESENTATIVE

BY____________________________
    OFFICER                                                         d/b/a
                                                   BY_______________________
                                                   AUTHORIZED SIGNATURE

                                                   ---------------------------
                                                   Title, if any, specify
                                                   Proprietorship, Partnership
                                                   Corporation


                                       -8-





                                  ATTACHMENT 1
                     BAD DEBT COMMISSION/HOLDBACK COMMISSION



I.       The monthly  holdback from your  commission will be discontinued at the
         end of  December.  Reconciliation  of the holdback  will begin  shortly
         thereafter.

II.      Commission  is processed to the sales agency at the time of  invoicing.
         Therefore,  commission  is paid  prior to  collection  of the  Accounts
         Receivable.

III.     If an  account  is  classified  as a Bad Debt,  whether  the  action is
         initiated by DESA with collection or legal proceedings, or an act by an
         Account of filing Bankruptcy,  a reversal of the commission paid to the
         sales agency, as related to the outstanding obligation, will be made to
         the extent the Accounts Receivable is deemed uncollectible. Through the
         proceedings of collection of a Bad Debt,  where payments are recovered,
         the  appropriate  rate of  commission  will be  reinstated to the sales
         agency on the net proceeds.








                                  ATTACHMENT 2
                        PROCEDURE FOR BAD/DEBT COMMISSION

Commission is accrued and paid to the  representative  organizations at the time
of the invoicing process. If an account is classified as a bad debt, whether the
action is initiated by DESA with  collection or legal  proceedings  or an act by
the  account of filing  bankruptcy,  a reversal  of the  commission  paid to the
representative  organization  as related to the  outstanding  obligation will be
made.

I.       BAD DEBT

         Classification of bad debt by DESA International.

         *        Account  balances of $5,000 or less  requires  approval of the
                  Director of Credit.

         *        Account balances in excess of $5,000 requires  approval of the
                  Director of Credit and Vice President of Finance.

                  Bankruptcy filings by an account

         *        Automatic classification to bad debt.

II.      COMMISSION

         In the month an account is classified as a bad debt:

         1.       A form will be  generated by the Credit  Department  itemizing
                  the   obligation   and  the   corresponding   amount   of  the
                  representatives commission.

         2.       All deductions of commission  require approval of the Director
                  of  Credit  and the Vice  President  of  Sales  or his  chosen
                  designate.

         3.       Any commission that has been rejected as a deduction  requires
                  a written explanation  approved by the Vice President of Sales
                  and Vice President of Finance.

         4.       The form once  approved  will be forwarded to Accounting to be
                  processed as a deduction to commission.






         5.       The  appropriate  journal  entry  to  reverse  the  commission
                  expense will be made by Accounting.

         6.       The representing  organization is to receive a copy of the bad
                  debt commission form with their commission check.

III.     PAYMENTS ON BAD DEBT ACCOUNTS

         Through  the  proceedings  of  collection,  legal or  bankruptcy  where
         payments  are  recovered  for the  benefit of DESA  International,  the
         appropriate rate of commission will be reinstated to the representative
         agency on the net proceeds.

         1.       It is the  responsibility of the Credit Department to document
                  the recovery and commission payable from the recovery.

         2.       Documentation to be forwarded to the Accounting Department for
                  journal entries to accrue and expense the commission.

         3.       The  representative  organization  is to receive a copy of the
                  documentation of recovery with their commission check.

         NOTE:    Upon  implementation of this procedure,  the five percent (5%)
                  holdback policy will be discontinued.



                                  ATTACHMENT 4
                                 SAMPLE ACCOUNTS

Requests  for  merchandise  will be  identified  as an expense item or a billing
item.

EXPENSE ITEMS ---           Any item classified as a cost of doing business by
                            the Sales  Department that will not be returned or
                            paid for. An invoice will be generated  reflecting
                            zero dollars and charging the appropriate expense.
                            This  procedure   requires  approval  by  a  Sales
                            Manager.                                        
                            
BILLING ITEMS ---           Any item  purchased  is to be paid for or returned
                            in a specified  period of time. An invoice will be
                            generated  with terms of sale being "Net 180 Days"
                            to the individual's  Sample Account. At the end of
                            the 180 day  period,  you  will  be  contacted  to
                            determine the status of the product.  At this time
                            you  have 30 days to sell,  return  or pay for the
                            sample.  At the end of this 30 day period,  if the
                            invoice remains open, it will be deducted  against
                            commissions payable.