EXHIBIT 10.2

                                                                  EXECUTION COPY

                     AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

                                                             As of July 28, 2000

         AMENDMENT NO. 1 TO THE CREDIT AGREEMENT dated as of July 28, 2000 (this
"Amendment")  to the  Credit  Agreement  dated as of May 26,  1999 (as  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:

                  (a)  replace  J.W.  Childs  Equity  Partners,   L.P.,  as  the
         Guarantor under the Credit Agreement, with UBS Capital LLC; and

                  (b) delete the condition  precedent  that the  Guarantor  have
         Available Assets in excess of 105% of the aggregate principal amount of
         all Loans.

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

         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 as follows:

                  (a) The preamble to the Credit  Agreement is hereby amended to
         replace the name  "NATIONSBANK,  N.A." in the second line  thereof with
         the phrase "BANK OF AMERICA, N.A. (formerly NationsBank, N.A.)".

                  (b) Section 1.01 of the Credit  Agreement is hereby amended to
         (i)  replace  the phrase  "and  Amendment  and Waiver No. 4 to the Loan
         Documents  dated as of May 21, 1999" in the fifth line thereof with the
         phrase ", Amendment and Waiver No. 4 to the Loan Documents  dated as of
         May 21, 1999,  Amendment No. 5 to the Loan Documents  dated as of April
         7, 2000 and as further amended,  amended and restated,  supplemented or
         otherwise modified from time to time in accordance with its terms", and
         (ii)  replace the name  "NationsBank,  N.A." in the ninth line  thereof
         with the phrase "Bank of America, N.A. (formerly NationsBank, N.A.)".

                  (c) The definition of "Available  Assets" set forth in Section
         1.01 of the Credit Agreement is hereby deleted in its entirety.

                  (d) The definition of "Base Rate" set forth in Section 1.01 of
         the Credit  Agreement is hereby amended to amend and restate clause (a)
         thereof in its entirety to read as follows:

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                  "(a)  the  rate  of  interest  announced  publicly  by Bank of
                  America,  N.A., in New York,  New York,  from time to time, as
                  the Bank of America prime rate; and".

                  (e) The definition of "Guarantor" set forth in Section 1.01 of
         the Credit  Agreement  is hereby  amended to replace  the phrase  "J.W.
         Childs Equity Partners,  L.P., a Delaware limited partnership" with the
         phrase "UBS Capital LLC, a Delaware limited liability company".

                  (f) The definition of "Termination  Date" set forth in Section
         1.01 of the Credit Agreement is hereby amended to replace the date "May
         31, 2001" with the date " March 5, 2001".

                  (g) Section 3.02 of the Credit  Agreement is hereby amended to
         amend  and  restate  clause  (b)  thereof  in its  entirety  to read as
         follows:

                  "(b) the Lender shall have received such  approvals,  opinions
                  or documents as it shall have reasonably requested.".

                  (h) Section 5.01 of the Credit  Agreement is hereby amended by
         adding a new Section 5.01(o) as follows:

                  "(o) the  Guarantor  shall  cease to have in place an internal
                  credit  line with its  parent,  UBS AG,  pursuant to which the
                  Guarantor has at least $17,000,000 availability,  specifically
                  reserved to support its obligations under the Guaranty.".

                  (i) Section 5.01 of the Credit  Agreement is hereby amended by
         adding a new Section 5.01(p) as follows:

                  "(p) the  Guarantor  shall be in  breach  of the  covenant  in
                  Section  8 of the  Guaranty  dated  July 28,  2000 made by the
                  Guarantor, in favor of the Lender.".

                  (j) Section 6.01 of the Credit  Agreement is hereby amended by
         adding the following proviso at the end of Section 6.01 as follows:

                  ",  provided  that,  the Lender has agreed with the  Guarantor
                  that it will not agree to a written amendment or waiver of any
                  provision of this Agreement without the written consent of the
                  Guarantor".

         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.

                  (b) The Lender shall have  received the Guaranty duly executed
         by the Guarantor.

                  (c) 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 the Guaranty or any of the other
         transactions  contemplated  hereby or thereby  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

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         that restrains,  prevents or imposes materially adverse conditions upon
         any  aspect  of this  Amendment  or the  Guaranty  or any of the  other
         transactions contemplated hereby or thereby.

                  (d) 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,  before and after giving effect to the
         Loan to be made on the date  hereof  and the  application  of  proceeds
         therefrom,  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).

                  (e) No event shall have occurred and be  continuing,  or shall
         result from the Loan to be made on the date  hereof or the  application
         of the proceeds therefrom, that constitutes a Default.

                  (f)  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.

                  (g) 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 Lenders:

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

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

                           (iii) A Notice of Borrowing  for the Loans to be made
                  on the date hereof.

                           (iv) A favorable  opinion of internal counsel for the
                  Guarantor,  in form and substance  reasonably  satisfactory to
                  the Lender.

                           (viii) 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.

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                  (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 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/ Edward G. Patrick
                                          Name:  Edward G. Patrick
                                          Title: Vice President


                                       The Lender


                                       BANK OF AMERICA, N.A.


                                       By /s/ Michael D. McKay
                                          Name:  Michael D. McKay
                                          Title: Managing Director


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                                       Acknowledged by:

                                       The Guarantor

                                       UBS CAPITAL LLC

                                       By /s/ Michael Greene
                                          Name:  Michael Greene
                                          Title:


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




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