EXHIBIT 10.4

         THE  SECURITIES  REPRESENTED  BY THIS  WARRANT AND THE COMMON  STOCK OR
OTHER  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF ARE SUBJECT TO THE TERMS AND
CONDITIONS OF AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER
9,  1998,  AS  AMENDED  FROM  TIME TO TIME,  A COPY OF WHICH IS ON FILE WITH AND
AVAILABLE FROM THE SECRETARY OF THE COMPANY.

         THIS WARRANT AND THE COMMON  STOCK OR OTHER  SECURITIES  ISSUABLE  UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933. THIS
WARRANT AND THE COMMON STOCK OR OTHER  SECURITIES  ISSUABLE UPON EXERCISE HEREOF
MAY BE SOLD OR OTHERWISE  TRANSFERRED ONLY IF BOTH (i) (a) THERE IS AN EFFECTIVE
REGISTRATION  STATEMENT FOR THE SECURITIES  UNDER THE SECURITIES ACT OF 1933, OR
(b) IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES
UNDER THE  SECURITIES  ACT OF 1933,  UPON  RECEIPT BY THE  COMPANY OF AN OPINION
(SATISFACTORY  AS TO FORM,  SCOPE AND  SUBSTANCE)  OF COUNSEL  ACCEPTABLE TO THE
COMPANY AS TO AN EXEMPTION  THEREFROM,  AND (ii) THE OTHER CONDITIONS  SPECIFIED
HEREIN FOR THE TRANSFER OF THIS WARRANT ARE SATISFIED IN FULL.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  THE TRANSFER OF THE SECURITIES  REPRESENTED
BY THIS  INSTRUMENT  IS  SUBJECT TO THE  CONDITIONS  SPECIFIED  IN THE  PURCHASE
AGREEMENT,  DATED AS OF OCTOBER 9, 1998 AND AS AMENDED AND MODIFIED FROM TIME TO
TIME, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN  INVESTORS.  A COPY OF SUCH
CONDITIONS  SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER  HEREOF UPON WRITTEN
REQUEST AND WITHOUT CHARGE.



                            DESA HOLDINGS CORPORATION

                                     Warrant


No.      98W-__                                                October 9, 1998

         Desa Holdings Corporation,  a Delaware corporation (the "Company"), for
value received, hereby certifies that


<PAGE>
                                       -2-

___________________,  or  registered  assigns,  is entitled to purchase from the
Company  _________________________________   (______________)  duly  authorized,
validly  issued,  fully paid and  nonassessable  shares  (the  "Initial  Warrant
Shares") of Common  Stock,  par value $.01 per share (the "Voting  Common Stock"
and,  collectively with all other classes of common stock that the Company shall
from time to time have authority to issue, the "Common  Stock"),  of the Company
at the purchase price per share of $.01 (the "Initial Exercise  Price"),  at any
time or from time to time prior to the Expiration Date (as hereinafter defined),
all subject to the terms and  conditions  set forth below in this  Warrant.  The
Initial Exercise Price is subject to adjustment from time to time as provided in
Section 7 (hereinafter  referred to, whether before or after adjustment,  as the
"Exercise  Price").  The Initial  Warrant Shares are subject to adjustment  from
time to time as to the  aggregate  number and kind of shares of capital stock of
the Company purchasable upon exercise of this Warrant (hereinafter  referred to,
whether before or after adjustment,  as the "Warrant  Shares").  As used herein,
"Expiration Date" shall mean 5:00 P.M., Boston,  Massachusetts time, on December
31,  2009.  The  Company  shall  give the holder of this  Warrant  notice of the
Expiration  Date not more than 90 nor less than 30 days prior to the  Expiration
Date. In the event that the Company  shall fail to timely give such notice,  the
Expiration  Date shall be  extended to a date 30 days after the date the Company
shall give such notice.

         Certain  capitalized  terms used in this Warrant are defined in Section
9.

         SECTION 1.  Registration.  The Company  shall number and register  this
Warrant, including any permitted transfer hereof, in a register. The Company may
deem and treat the  registered  holder of this  Warrant  as the  absolute  owner
hereof  (notwithstanding any notation of ownership or other writing thereon made
by  anyone)  for all  purposes  and shall not be  affected  by any notice to the
contrary. Notwithstanding the foregoing, this Warrant, if properly assigned, may
be exercised by a new holder without a new Warrant first having been issued.

         SECTION 2.  Registration of Transfers and Exchanges.  The Company shall
from time to time register any transfer of this Warrant  permitted under Section
12 hereof in a Warrant  register to be maintained by the Company upon  surrender
hereof  accompanied  by a written  instrument or instruments of transfer in form
reasonably satisfactory to the Company, duly executed by the


<PAGE>


                                       -3-

registered holder hereof or by the duly appointed legal  representative  thereof
or by a duly  authorized  attorney and upon receipt of any  applicable  transfer
taxes or evidence  satisfactory to the Company that no such tax is due. Upon any
such  registration  of transfer,  a new Warrant of like tenor shall be issued to
the transferee(s) and the surrendered  Warrant shall be canceled and disposed of
by the Company.

         If such  transfer of this Warrant is not made  pursuant to an effective
Registration  Statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  the Warrant  holder will,  if  reasonably  requested by the
Company,  deliver to the  Company an opinion of counsel,  which  counsel and the
form,  scope and substance of which opinion shall be reasonably  satisfactory to
the  Company,  that this  Warrant  may be sold  without  registration  under the
Securities Act, as well as:

                  (a) an  investment  covenant  reasonably  satisfactory  to the
Company signed by the proposed transferee;

                  (b) an agreement by such  transferee to the  impression of the
restrictive investment legend set forth at the beginning of this Warrant; and

                  (c)  an  agreement  by  such  transferee  to be  bound  by the
provisions of this Warrant.

         This Warrant may be exchanged at the option of the holder hereof,  when
surrendered  to the  Company at its office,  for another  Warrant of like tenor,
including,  without  limitation,  upon an adjustment in the Exercise Price or in
the number of Warrant  Shares  purchasable  upon exercise of this  Warrant.  The
Warrant  surrendered  for  exchange  shall be  canceled  and  disposed of by the
Company.

         SECTION 3. Warrant;  Exercise of Warrant.  Subject to the terms of this
Warrant, the holder of this Warrant shall have the right, which may be exercised
at any time prior to the Expiration Date, to receive from the Company fully paid
and  nonassessable  Warrant  Shares on such exercise and payment of the Exercise
Price then in effect for such Warrant  Shares.  No  adjustments  as to dividends
will be made upon exercise of this Warrant.

         This Warrant may be exercised upon  surrender  hereof to the Company at
its office designated for such purpose (the address of


<PAGE>

                                       -4-

which is set forth in Section 10) with the form of election to purchase attached
hereto duly filled in and signed,  upon  payment to the Company of the  Exercise
Price per Warrant  Share,  for such number of Warrant Shares in respect of which
this Warrant is then exercised. Payment of the aggregate Exercise Price shall be
made in cash or by wire transfer or by certified or bank cashier's check (or any
combination of such methods) payable to the order of the Company.

         Subject to the  provisions  of Section 4, upon such  surrender  of this
Warrant and payment of the Exercise Price,  the Company shall issue and cause to
be  delivered  with all  reasonable  dispatch  (and in any event within five (5)
Business  Days) to or upon the written  order of the holder,  and in the name of
this  Warrant  holder,  a  certificate  or  certificates  for the number of full
Warrant  Shares  issuable upon such exercise  together with such other  property
(including  cash) and securities as may be then  deliverable upon such exercise,
including  cash for  fractional  Warrant  Shares as  provided in Section 8. Such
certificate or  certificates  shall be deemed to have been issued and the person
so named  therein  shall be  deemed  to have  become a holder  of record of such
Warrant  Shares as of the date of the  surrender  of this Warrant and payment of
the Exercise Price.

         This  Warrant  shall be  exercisable,  at the  election  of the  holder
hereof, either in full or from time to time in part, and, in the event that this
Warrant is exercised in respect of fewer than all of the Warrant Shares issuable
on such  exercise  at any  time  prior to the  Expiration  Date,  a new  Warrant
evidencing  the remaining  Warrant will be issued and delivered  pursuant to the
provisions of this Section and of Section 4.

         The Warrant surrendered upon exercise shall be canceled and disposed of
by the  Company.  The Company  shall keep copies of this Warrant and any notices
received hereunder  available for inspection by the normal business hours at its
office.

         SECTION 4.  Payment of Taxes.  The Company will pay all stamp and other
similar taxes in connection with the initial issuance, sale and delivery of this
Warrant,  as well as all such taxes  attributable  to the  initial  issuance  of
Warrant  Shares upon the  exercise of this  Warrant and payment of the  Exercise
Price.

         SECTION 5.  Mutilated  or Missing  Warrant.  Upon  receipt of  evidence
reasonably satisfactory to the Company (an affidavit of


<PAGE>


                                       -5-

the registered  holder of this Warrant shall be  satisfactory)  of the ownership
and the loss, theft,  destruction or mutilation of this Warrant and, in the case
of any such loss,  theft or  destruction,  upon receipt of indemnity  reasonably
satisfactory  to the Company  (provided  that,  if the holder is a pension fund,
insurance  company or  financial  institution,  its own  unsecured  agreement of
indemnity shall be satisfactory),  or, in the case of any such mutilation,  upon
surrender of such  certificate,  the Company shall (at its expense)  execute and
deliver  in lieu of this  Warrant a new  Warrant of like kind  representing  the
number  of  Warrant  Shares  represented  by such  lost,  stolen,  destroyed  or
mutilated Warrant.

         SECTION 6. Reservation of Warrant Shares. The Company will at all times
reserve and keep available,  free from preemptive or similar rights,  out of the
aggregate of its  authorized  but unissued  capital stock or its  authorized and
issued  capital  stock held in its  treasury,  for the purpose of enabling it to
satisfy any  obligation to issue  Warrant  Shares upon exercise of this Warrant,
the maximum number of shares of each class of capital stock  constituting a part
of the Warrant  Shares which may then be  deliverable  upon the exercise of this
Warrant.  The Company  shall  cause all  Warrant  Shares of each class of Common
Stock or other securities reserved for issuance upon exercise of this Warrant to
be listed (or to be listed  subject to notice of  issuance)  on each  securities
exchange on which such shares of Common Stock or any such other  securities  are
then listed.

         The Company or, if  appointed,  the  transfer  agent for shares of each
class of Common  Stock (the  "Transfer  Agent") and every,  subsequent  transfer
agent for any shares of the Company  capital stock issuable upon the exercise of
this Warrant will be irrevocably authorized and directed at all times to reserve
such number of  authorized  shares as shall be required  for such  purpose.  The
Company  will keep a copy of this  Warrant on file with the  Transfer  Agent and
with every subsequent transfer agent for any shares of the Company capital stock
issuable  upon the  exercise  of the  rights  of  purchase  represented  by this
Warrant.  The Company will furnish such Transfer  Agent a copy of all notices of
adjustments,  and  certificates  related  thereto,  transmitted  to  the  holder
pursuant to Section 7.

         The Company  covenants that all Warrant Shares which may be issued upon
exercise of this Warrant will, upon payment of the Exercise Price  therefor,  be
validly authorized, fully paid,


<PAGE>


                                       -6-

nonassessable,  free of  preemptive  or similar  rights and free from all taxes,
liens, charges and security interests with respect to the issue thereof.

         SECTION 7.  Adjustment of Exercise  Price and Number of Warrant  Shares
Issuable.  The Exercise Price and the number of Warrant Shares issuable upon the
exercise of this  Warrant are subject to  adjustment  from time to time upon the
occurrence  of the events  enumerated in this Section at any time after the date
hereof.

                  A.  Adjustment for Change in Capital Stock.

                  If the Company

                  1. pays a dividend or makes a distribution on any class of its
         Common Stock in shares of any class of its Common Stock;

                  2.  subdivides its  outstanding  shares of any class of Common
         Stock into a greater number of shares;

                  3.  combines  its  outstanding  shares  of any class of Common
         Stock into a smaller number of shares; or

                  4.  issues  by  reclassification  of any  class of its Com mon
         Stock any shares of its capital stock;

then the  Exercise  Price  (subject to the  provisions  of  subsection B of this
Section 7) and the  aggregate  number and kind of shares of capital stock of the
Company purchasable upon exercise of this Warrant in effect immediately prior to
such action shall be proportionately adjusted so that the holder of this Warrant
thereafter  exercised  may  receive the  aggregate  number and kind of shares of
capital  stock of the Company  which it would have owned  immediately  following
such  action  (whether or not this  Warrant  was,  at the time,  exercisable  in
accordance  with the provisions  thereof for shares of the class of Common Stock
affected) if such Warrant had been exercised  immediately  prior to such action,
as reasonably determined by the Board of Directors of the Company in good faith.

                  The adjustment  shall become effective  immediately  after the
record date in the case of a dividend or distribution and 


<PAGE>
                                      -7-

immediately  after the effective date in the case of a subdivision,  combination
or reclassification.

                  If  after  an  adjustment  the  holder  of this  Warrant  upon
exercise of such  Warrant may receive  shares of two or more  classes of capital
stock of the Company,  the Board of Directors  of the Company  shall  reasonably
determine in good faith the  allocation of the adjusted  Exercise  Price between
the classes of capital stock. After such allocation,  the exercise privilege and
the Exercise Price of each class of capital stock shall thereafter be subject to
adjustment  on terms  comparable  to those  applicable  to Common  Stock in this
Section.

                  Such adjustment shall be made successively  whenever any event
listed above shall occur.

                  The  Company  agrees  to give at  least  ten (10)  days  prior
written  notice to the holder of this  Warrant,  in the manner set forth in this
Warrant,  of the record  date for (i) any action or  transaction  to be taken or
entered into by the Company that would require any  adjustment  pursuant to this
Section  7 or (ii) any  dividend  or  distribution  on the  Common  Stock of the
Company;  provided,  however, that failure to give or receive such notice or any
defect  therein shall not affect the legality or validity of the related  action
or transaction.

                  B.  When No Adjustment Required.

                  No adjustment need be made for a change in the par value or no
par value of any Common Stock.

                  No  adjustment  in the  Exercise  Price  shall  be made to the
extent that such adjustment  would reduce the Exercise Price below the par value
of the Voting Common Stock. Any adjustments that are not made but deferred shall
be carried forward and taken into account in any subsequent adjustment.

                  C.  Notice of Adjustment.

                  Whenever the Exercise  Price is adjusted or the Company  takes
any action that would  require any  adjustment  in the  Exercise  Price,  or the
number and type of  securities or other  property  constituting  Warrant  Shares
purchasable upon exercise of this Warrant, the Company shall mail to the Warrant
holder, in the manner set forth in this Warrant, a notice of such event.


<PAGE>


                                       -8-

                  A copy of such  notice  shall  also be filed  promptly  by the
Company with the Transfer Agent (if other than the Company) for the Common Stock
and with each other office,  if any,  maintained by the Company for the exercise
of this Warrant.

                  D. Reorganization of the Company.

                  If   any   capital    reorganization,    recapitalization   or
reclassification of the capital stock of the Company,  or consolidation,  merger
or  amalgamation  of the  Company  with  another  entity,  or the  sale,  lease,
transfer,  conveyance or other  disposition of all or  substantially  all of its
assets to  another  entity  shall be  effected,  then,  as a  condition  of such
reorganization,  recapitalization,   reclassification,   consolidation,  merger,
amalgamation or sale, lease, transfer,  conveyance or other disposition,  lawful
and adequate  provision  shall be made whereby the holder of this Warrant  shall
thereafter  have the right to purchase  and receive  upon the basis and upon the
terms and conditions specified in this Warrant and in lieu of the Warrant Shares
to the  extent  immediately  theretofore  purchasable  and  receivable  upon the
exercise  of the  rights  represented  by this  Warrant,  such  shares of stock,
securities  or assets as may be issued or payable with respect to or in exchange
for a number of outstanding Warrant Shares equal to the number of Warrant Shares
immediately  theretofore  purchasable  and  receivable  upon the exercise of the
rights  represented by this Warrant had such  reorganization,  recapitalization,
reclassification,  consolidation, merger, amalgamation or sale, lease, transfer,
conveyance or other  disposition not taken place.  In any such case  appropriate
provision  shall be made with respect to the rights and  interests of the holder
of this  Warrant  to the end  that  the  provisions  hereof  (including  without
limitation provisions for adjustment of the Exercise Price and of the number and
type  of  securities  purchasable  upon  the  exercise  of this  Warrant)  shall
thereafter  be  applicable,  as nearly as may be, in  relation  to any shares of
stock, securities or assets thereafter deliverable upon the exercise hereof.

                  The Company shall not effect any such  consolidation,  merger,
amalgamation or sale, lease,  transfer,  conveyance or other disposition  unless
prior to or  simultaneously  with the consummation  thereof the successor entity
(if  other  than the  Company)  resulting  from  such  consolidation,  merger or
amalgamation or the entity  purchasing or otherwise  acquiring such assets shall
assume by a supplemental Warrant Agreement,


<PAGE>


                                       -9-

reasonably  satisfactory  in form,  scope and  substance  to the  holder of this
Warrant  (which shall be mailed or delivered  to the  registered  holder of this
Warrant  at the  last  address  of such  holder  appearing  on the  books of the
Company)  the  obligation  to  deliver  to such  holder  such  shares  of stock,
securities  or assets as, in  accordance  with the  foregoing  provisions,  such
holder may be entitled to purchase. The above provisions of this paragraph shall
similarly    apply    to    successive    reorganizations,    recapitalizations,
reclassification,   consolidations,   mergers,  amalgamations,   sales,  leases,
transfers, conveyances or other dispositions.

                  If the issuer of securities  deliverable upon exercise of this
Warrant under the supplemental  Warrant Agreement is an Affiliate of the former,
surviving,   transferee  or  lessee  entity,  that  issuer  shall  join  in  the
supplemental Warrant Agreement.

                  E.  When Issuance or Payment May Be Deferred.

                  In any  case in  which  this  Section  shall  require  that an
adjustment  in the  Exercise  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event (i) issuing to the holder of this Warrant exercised after such record date
the Warrant Shares issuable upon such exercise over and above the Warrant Shares
issuable  upon such  exercise on the basis of the  Exercise  Price prior to such
adjustment  and (ii)  paying  to such  holder  any  amount  in cash in lieu of a
fractional  share  pursuant  to Section 8 hereof;  provided,  however,  that the
Company shall deliver to such holder a due, bill or other appropriate instrument
evidencing  such holder's  right to receive such  additional  Warrant Shares and
cash upon the occurrence of the event requiring such adjustment.

         SECTION 8. Fractional  Interests.  The Company shall not be required to
issue  fractional  Warrant Shares on the exercise of this Warrant.  If more than
one Warrant shall be presented for exercise in full at the same time by the same
holder,  the number of full  Warrant  Shares  which shall be  issuable  upon the
exercise  thereof  shall be  computed  on the basis of the  aggregate  number of
Warrant  Shares  purchasable  on exercise of the Warrants so  presented.  If any
fraction of a Warrant Share would, except for the provisions of this Section, be
issuable on the exercise of this Warrant (or  specified  portion  thereof),  the
Company shall pay an amount in cash equal to the Exercise Price on the day


<PAGE>


                                      -10-

immediately   preceding  the  date  this  Warrant  is  presented  for  exercise,
multiplied by such fraction.

         SECTION 9. Certain  Definitions.  As used herein,  the following  terms
shall have the meanings set forth therefor below:

         "Affiliate"  of any person  shall mean any person  which,  directly  or
indirectly,  owns or controls,  is under common ownership or control with, or is
owned or controlled by, such person.

         "Business  Day" shall mean any day other than a Saturday or a Sunday or
a day on which commercial banking  institutions in Boston,  Massachusetts or New
York, New York are authorized or required by applicable law to be closed.

         SECTION 10. Notices. Any notice or demand authorized by this Warrant to
be given or made by the  registered  holder of this Warrant to or on the Company
shall be in writing and shall be sufficiently given or made when received at the
office of the  Company  expressly  designated  by the  Company at its office for
purposes of this  Warrant  (until the Warrant  holder is  otherwise  notified in
accordance with this Section by the Company), as follows:

                           Desa Holdings Corporation
                           c/o J.W. Childs Associates, L.P.
                           One Federal Street
                           Boston, Massachusetts  02110
                           Attention:  President

         Any notice  pursuant to this  Warrant to be given by the Company to the
registered  holder of this Warrant shall be in writing and shall be sufficiently
given when  received  by such  holder at the  address  appearing  on the Warrant
register of the Company  (until the Company is otherwise  notified in accordance
with this Section by such holder).

         SECTION 11. No Rights or Liabilities as Stockholder.  Nothing contained
in this  Warrant  shall be construed as  conferring  upon the holder  hereof the
right to vote or to  consent as  stockholders  in  respect  of the  meetings  of
stockholders or the election of members of the Board of Directors of the Company
or any other matter,  or any rights whatsoever as stockholders of the Company or
as imposing  any  obligation  on such holder to purchase  any  securities  or as
imposing any liabilities on such holder as a


<PAGE>


                                      -11-

stockholder of the Company,  whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.

         SECTION 12.  Stockholders  Agreement;  Restrictions  on  Transfer.  The
holder  acknowledges that it has previously  executed and delivered that certain
Amended and Restated Stockholders Agreement, dated as of October 9, 1998, by and
among the Company and the  Stockholders  of the Company  named  therein (as from
time to time amended and/or restated, the "Stockholders Agreement").  The holder
further agrees that this Warrant and all Warrant Shares issued from time to time
upon  exercise  hereof shall be subject to the terms and  conditions,  including
transfer restrictions,  of the Stockholders Agreement, as the same may from time
to time be amended or modified or restated in  accordance  with its terms.  This
Warrant  shall,  notwithstanding  any  transfer  of all or any  portion  of this
Warrant,  remain  subject  to the  terms  and  conditions  of  the  Stockholders
Agreement  and each  transferee  of this Warrant  shall,  by  acceptance of this
Warrant, be bound by such terms and conditions.

         SECTION 13.  Other Provisions.

           At any time after the Expiration  Date,  upon the written  request of
the  Company to the  holder,  the holder  shall  surrender  this  Warrant to the
Company for cancellation.

         Amendments  to and  modifications  of this  Warrant may be made only by
written instrument executed by both the Company and the holder.

         The headings  contained in this Warrant are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Warrant.

         The validity,  interpretation,  construction  and  performance  of this
Warrant  shall be governed by, and construed in  accordance  with,  the internal
laws of the State of Delaware,  without  giving effect to any choice or conflict
of laws provision or rule that


<PAGE>


                                      -12-

would  cause  the  application  of  domestic   substantive  laws  of  any  other
jurisdiction.

                                             DESA HOLDINGS CORPORATION


                                             By:___________________________

                                             Title:________________________




<PAGE>


                          FORM OF ELECTION TO PURCHASE

                  [To Be Executed Upon Exercise of the Warrant]

         The  undersigned  holder hereby  represents  that it is the  registered
holder of this  Warrant,  and hereby  irrevocably  elects to exercise the right,
represented by this Warrant,  to receive shares of Common Stock, $.01 par value,
of Desa Holdings  Corporation (the "Company"),  and herewith tenders payment for
such  shares  to the  order  of the  Company  in the  amount  of  $_________  in
accordance with the terms hereof.  The  undersigned  requests that a certificate
for such shares be registered in the name of the  undersigned,  and further that
such certificate be delivered to the undersigned at the address  hereinafter set
forth.  If said number of shares is less than all of the shares of Voting Common
Stock  purchasable  under this  Warrant,  the  undersigned  requests  that a new
Warrant  representing the remaining  balance of such shares be registered in the
name of the  undersigned,  and further that such certificate be delivered to the
undersigned at the address hereinafter set forth.

                  Certificate to be delivered to the holder as follows:

                  Name:_______________________________________________

                  Address:____________________________________________


                                          [______________________]


Date: _____________________                By:________________________
                                              Name:
                                              Title:

                                             (Signature  must  conform in all 
                                             respects to the name of the 
                                             holder as specified on the 
                                             face of the Warrant, unless 
                                             Form of Assignment has been 
                                             executed)
                                             
     


<PAGE>

                               FORM OF ASSIGNMENT

                  [To be executed upon Transfer of the Warrant]


         For value  received,  the undersigned  registered  holder of the within
Warrant hereby sells, assigns and transfers unto
                     all of the undersigned right, title and
interest to and under such Warrant to purchase  shares of Voting Common Stock of
Desa Holdings  Corporation  (the "Company") to which such Warrant  relates,  and
appoints  Attorney to make such transfer on the books of the Company  maintained
for such purpose, with full power of substitution in
the premises.


                                        [_______________________________]


Date: __________________________        By:_________________________
                                           Name:
                                           Title:

                                        (Signature must conform in all
                                        respects to name of holder as
                                        specified on the face of Warrant)


                                        ______________________________
                                        (Street Address)


                                        ______________________________
                                        (City),   (State)   (Zip Code)