EXHIBIT 10.44

                     AMENDMENT NO. 3 TO THE CREDIT AGREEMENT

                                                              As of May 23, 2001

         AMENDMENT NO. 3 TO THE CREDIT  AGREEMENT dated as of May 23, 2001 (this
"Amendment")  to the Credit  Agreement  dated as of May 26,  1999 (as amended by
Amendment No. 1 to the Credit  Agreement dated as of July 28, 2000 and Amendment
No. 2 to the Credit  Agreement  dated as of  January  16,  2001,  and as further
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement")  between  Desa  International,  Inc.,  a Delaware  corporation  (the
"Borrower"),  and Bank of America, N.A. (formerly NationsBank,  N.A.), as Lender
(the "Lender").  Capitalized  terms not otherwise  defined herein shall have the
same meanings as specified therefor in the Credit Agreement.

                             PRELIMINARY STATEMENTS

         (1) The  Borrower  has  requested  that the  Lender  agree to amend the
Credit Agreement in order to extend the maturity date under the Credit Agreement
to November 26, 2003.

         (2) The Lender has  indicated  its  willingness  to agree,  among other
things, to so amend the Credit Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements  contained  herein,  the parties hereto hereby agree as
follows:

         SECTION 1.  Amendments of Certain  Provisions of the Credit  Agreement.
The  Credit  Agreement  is,  upon  the  occurrence  of the  Effective  Date  (as
hereinafter defined),  hereby amended by amending the definition of "Termination
Date" set forth in Section 1.01 of the Credit Agreement to replace the date "May
31, 2002" with the date "November 26, 2003".

         SECTION 2. Conditions of Effectiveness of this Amendment.  Section 1 of
this  Amendment  shall  become  effective  as of the first date (the  "Effective
Date") on which  each of the  following  conditions  precedent  shall  have been
satisfied:

                  (a) The Lender  shall  have  received  a  counterpart  of this
         Amendment  duly  executed  by  the  Borrower  and  acknowledged  by the
         Guarantor.

                  (b) All of the consents,  approvals and authorizations of, and
         notices and filings to or with, and other actions by, any  governmental
         or  regulatory  authority or any other Person  necessary in  connection
         with any  aspect of this  Amendment  or any of the  other  transactions
         contemplated hereby shall have been obtained (without the imposition of
         any conditions  that are not  reasonably  acceptable to the Lender) and
         shall remain in full force and effect;  and no law,  rule or regulation
         shall be  applicable  in the  reasonable  judgment  of the Lender  that
         restrains,  prevents or imposes  materially adverse conditions upon any
         aspect of this Amendment or any of the other transactions  contemplated
         hereby.

                  (c) The representations and warranties contained in the Credit
         Agreement and in the Guaranty shall be correct in all material respects
         on and as of the Effective  Date, as though made on and as of such date
         (other  than any such  representations  or  warranties  that,  by their
         terms, refer to a specific date other than the Effective Date, in which
         case as of such specific date).
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                  (d) No event  shall  have  occurred  and be  continuing,  that
         constitutes a Default.

                  (e)  All  of the  accrued  fees  and  expenses  of the  Lender
         (including  the  accrued  fees and  expenses of counsel for the Lender)
         shall have been paid in full.

                  (f) The Lender shall have  received on or before the Effective
         Date the following,  each dated such date (unless otherwise specified),
         in form and substance satisfactory to the Lender:

                           (i) Certified  copies of the resolutions of the Board
                  of Directors of the Borrower  approving this Amendment and the
                  transactions   contemplated   hereby,  and  of  all  documents
                  evidencing  other necessary  corporate action and governmental
                  and third party  approvals and consents,  if any, with respect
                  to this Amendment and the transactions contemplated hereby and
                  thereby.

                           (ii) A  certificate  of the Secretary or an Assistant
                  Secretary  of the  Borrower  certifying  the  names  and  true
                  signatures of the officers of the Borrower  authorized to sign
                  this  Amendment  and  the  other  documents  to  be  delivered
                  hereunder.

                           (iii) Such other  opinions,  certificates,  documents
                  and information as the Lender may reasonably request.

                  The  effectiveness  of this  Amendment is further  conditioned
         upon the accuracy of all of the factual matters described herein.  This
         Amendment  is subject to the  provisions  of Section 6.01 of the Credit
         Agreement.

         SECTION 3.  Reference  to and Effect on the LOC  Documents.  (a) On and
after the  Effective  Date,  each  reference  in the Credit  Agreement  to "this
Agreement",  "hereunder",  "hereof"  or words of like  import  referring  to the
Credit  Agreement,  and each reference in the other LOC Documents to "the Credit
Agreement",  "thereunder",  "thereof"  or words of like import  referring to the
Credit  Agreement,  shall mean and be a reference  to the Credit  Agreement,  as
amended and otherwise modified hereby.

         (b) The Credit Agreement, the Note and each of the other LOC Documents,
except to the  extent of the  amendments  and other  modifications  specifically
provided  above,  are and shall  continue to be in full force and effect and are
hereby in all respects ratified and confirmed.

         (c) The execution,  delivery and  effectiveness of this Amendment shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power or remedy of the Lender under any of the LOC  Documents,  nor constitute a
waiver of any provision of any of the LOC Documents.

         SECTION 4. Costs and Expenses.  The Borrower hereby agrees to pay, upon
demand, all costs and expenses of the Lender (including, without limitation, the
reasonable  fees and expenses of counsel for the Lender) in connection  with the
preparation, execution, delivery, administration,  syndication, modification and
amendment of this Amendment and the other documents,  instruments and agreements
to be delivered  hereunder,  all in accordance with the terms of Section 6.04 of
the Credit Agreement.

         SECTION 5. Execution in Counterparts. This Amendment may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken  together shall  constitute  one and the

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same agreement.  Delivery of an executed counterpart of a signature page to this
Amendment by  telecopier  shall be effective as delivery of a manually  executed
counterpart of this Amendment.

         SECTION 6.  Governing  Law.  This  Amendment  shall be governed by, and
construed in accordance with, the laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.



                                         The Borrower

                                         DESA INTERNATIONAL, INC.


                                         By /s/ Rick Simpson
                                            Name:  Rick Simpson
                                            Title:  Treasurer


                                         The Lender


                                         BANK OF AMERICA, N.A.


                                         By /s/ Peter D. Griffith
                                            Name:  Peter D. Griffith
                                            Title:  Managing Director





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                                         Acknowledged by:

                                         The Guarantor

                                         UBS CAPITAL LLC

                                         By /s/
                                           -----------------------------------
                                            Name:
                                            Title:


                                         By /s/
                                           -----------------------------------
                                            Name:
                                            Title:




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