1990 STOCK PLAN FOR KEY ENIPLOYEES OF
          TEMTEX INDUSTRIES, INC.  AND ITS SUBSIDIARIES


1. Objectives of the Plan

     The Plan is intended to encourage ownership of Common Stock
of Temtex Industries, Inc., a Delaware corporation (hereinafter
called the 'Corporation"'), by eligible key employees and to
provide incentives for them to put forth maximum efforts for the
success of the Corporation.  By extending to key employees the
opportunity to acquire proprietary interests in the Corporation
and to participate in its success, the Plan may be expected to
benefit the Corporation and its stockholders by making it
possible for the Corporation to attract and retain the best
available talent and by rewarding key management and technical
personnel for their part in increasing the value of' the
Corporation's shares.

2. Stock Reserved for the Plan

     There will be reserved for issue under the Plan upon the
allotment of restricted stock or upon the exercise of Non-
Qualified or Incentive Options (as hereinafter defined) or stock
appreciation rights in conjunction therewith, ninety-five
thousand (95,000) shares of Common Stock, par value $0.20 per
share ("Common Stock"), of the Corporation, subject to
adjustment as provided in paragraph 17 below.  Such shares may
be in whole or in part, as the Board of Directors of the
Corporation shall f'roin time to time determine, authorized but
unissued shares ol'Cominon Stock or issued shares of Common
Stock which shall have been reacquired by the Corporation.  If
any option granted under the Plan shall expire or terminate for
any reason without having been exercised in l'ull or is reduced
as to the number of shares covered thereby, the unpurchased
shares subject thereto, or the shares by which such option is
reduced shall again be available for the purpnses of the Plan.
If stock appreciation rights shall be exercised under this Plan,
only the number of shares actually delivered upon the exercise
of such stock appreciation rights shall be charged against the
maximum limitation on the aggregate number of shares which may
be issued under the Plan, and otherwise the related stock option
shall be deemed to have terminated I-or a reason other than the
exercise thereof' for the purpose of such maximum limitation.
If restricted stock shall be issued and if by reason of such
restrictions any of the shares of restricted stock shall revert
back to the Corporation, such shares shall again be available
for the purposes of the plan.

3.   Administration of the Plan

     The Plan shall be administered by the committee referred to
in Paragraph 4 (hereinafter called the Committee").  Subject to
express provisions of the Plan, the Committee shall have plenary
authority, in its discretion, to determine the individuals to
whom, and the time or times at which, restricted stock shall be
allotted or options or stock appreciation rights shall be
granted, the number of shares shall be subject to each allotment
of restricted stock, stock option and stock appreciation right,
the option price, the duration of each option, whether
restricted stock should be issued on the exercise of an option
or stock appreciation right, the nature of the restrictions to
be applicable to any restricted stock issued (whether by
allotment

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or upon the exercise of an option or stock appreciation right),
whether any stock option granted hereunder shall constitute an
Incentive Option (as hereinafter defined),or a Non-Qualified
Option (as hereinafter defined), and the other terms and
provisions of each allotment of restricted stock, stock option
and stock appreciation right, which may include provisions for
repurchase by the Corporation of shares of Common Stock issued
pursuant to the Plan.  In making such determination, the Committee
may take into account the nature of the services rendered by the
respective key employees, their present and potential contributions
to the Corporation's success, and such other factors as the Committee
in its discretion shall deem relevant.  Subject to the express
provisions of the Plan, the Committee shall also have plenary
authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the terms and
provisions of the agreements with the respective recipients of
benefits under the Plan (which need not be identical) and to
make all other determinations necessary or advisable for the
administration of the Plan.  The Committee's determination on
the matters referred to in this paragraph 3 shall be conclusive.

4.  The Committee


     The Committee shall consist of three or more members of the
Board of Directors of the Corporation, who are not currently,
and within one year prior to appointment have not been, eligible
for selection as a person to whom restricted stock may be
allotted or to whom stock options or stock appreciation rights
may be granted pursuant to the Plan.  Although the members of
the Committee shall not be eligible to receive benefits under
the Plan while they are serving on the Committee, service by a
director on the Committee shall not affect in any way any
benefits which may be granted to such director while not serving
on the Committee.  The Committee shall be appointed by the Board
of Directors, which may from time to time appoint members of the
Committee in substitution for members previously appointed and
may fill vacancies, however caused, in the Committee.  The
Committee may select one of its members as its Chairman and
shall hold its meetings at such times and places as it may
determine.  A majority of its members shall constitute a quorum.
All determinations of the Committee shall be made by not less
than a majority vote at a meeting duly called and held.  The
Committee may appoint a secretary, shall keep minutes of its
meetings and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.

5. Eligibility

     Subject to the limitations set forth in paragraph 6 hereof,
benefits under the Plan may be granted only to key employees
(which term as used herein includes officers) of the Corporation
and its present and future subsidiary corporations (as defined
in Section 425(f) of the Internal Revenue Code of 1986, as
amended (the "Code") (herein called "Subsidiaries") as selected
by the Committee.  A director of the Corporation or of a
Subsidiary who is not also an employee of the Corporation or one
of its Subsidiaries will not be eligible to receive benefits
under the Plan.  Nothing contained in this Plan shall be
construed to limit the right of the Corporation to grant options
and other benefits otherwise than under this Plan in connection
with the acquisition, by purchase, lease, merger, consolidation
or otherwise, of the business and assets of any corporation,
firm or association, including options granted to employees
thereof who become employees of the Corporation or a Subsidiary,
or for other proper corporate purposes.

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6. Stock Options

     (a)  Subject to the express provisions of the Plan, the
Committee shall have full and complete authority to grant
options under the Plan which constitute 'incentive stock
options" within the meaning of Section 422A of the Code (such
options being hereinafter referred to as "Incentive Options") or
to grant options under the Plan which do not constitute
Incentive Options (such options being hereinafter referred to as
"Non-Qualified Options") (hereinafter Incentive Options and Non-
Qualified Options may sometimes be referred to collectively as
"Stock Options" or "Options").

     (b)  Options may be granted to eligible employees upon such
terms and conditions as the Committee may deem appropriate in
its discretion, provided that (i) Incentive Options shall comply
with all of the requirements contained in Section 422A of the
Code; (ii) in no event shall an Incentive Option be granted
hereunder to any person who, at the time such Incentive Option
is granted, owns (as defined in Sections 422A and 425 of the
Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Corporation or of
its parent corporation, if any, or of any Subsidiary unless (A)
at the time such Incentive Option is granted, the option price
is at least 110% of the fair market value of the stock subject
to such Incentive Option, and (B) such Incentive Option by its
terms is not exercisable after the expiration of 5 years from
the date the incentive Option is granted; and (iii) the
aggregate fair market value (determined as of the time the
Incentive Option is granted) of the stock with respect to which
Incentive Options are exercisable for the first time by any
individual during any calendar year under the Plan (and under
any other plans granting incentive stock options which may be
maintained by the Corporation or by its parent corporation, if
any, or any Subsidiary) shall not exceed $100,000.

7. Stock Appreciation Rights

     Any Option granted under the Plan may, in the discretion of
the Committee, include a stock appreciation right, either at the
time  of  grant or by amendment.  Such stock appreciation  right
shall  be  subject to such terms and conditions as the Committee
shall impose, in its discretion, including the following:

     (a)  A stock appreciation right shall not be exercisable to
any greater extent than the related Stock Option is exercisable.

     (b)   A stock appreciation right shall be exercisable  only
after  the  expiration of any waiting period  specified  by  the
Committee,  and any such waiting period may be longer  (but  not
shorter)  than  the  waiting period, if any, specified  for  the
exercise of the related Stock Option.

     (c)  A stock appreciation right shall entitle the optionee at
his election to surrender to the Corporation the Stock Option in
which it is included, or any portion thereof, in lieu of
exercising such Stock Option, or portion thereof, and to receive
from the Corporation in exchange therefor that number of shares
having an aggregate value equal to the excess (if any) of the
market value (as hereinafter defined) of one share over the
purchase price per share

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specified in such Option multiplied by
the total number of shares called for by the Option or portion
thereof, which is so surrendered, with a cash settlement on the
basis of such excess of market value over option price to be
made for any fractional share interests.  In the discretion of
the Committee, the Corporation shall be entitled to elect
instead to settle its obligation, arising out of the exercise of
a stock appreciation right, by the payment in cash equal to the
aggregate market value of the shares it would otherwise be
obligated to deliver, or the Corporation may elect to settle
such obligation in part with stock and in part with cash.  The
Committee may, however, in its discretion, agree with any holder
of a stock appreciation right that the Corporation will not
exercise its election for a cash settlement without the consent
of the holder of such stock appreciation right.  The market
value of a share for the purpose of this paragraph 7 shall be
the closing sales price of a share on the National Association
of Securities Dealers Automated Quotation System, as reported by
the National Association of Securities Dealers, Inc. ("NASD"),
if the shares are so quoted, or if not so quoted, the mean
between dealer "bid" and -ask- prices of the shares in the over-
the-counter market, as reported by the NASD, or, if the shares
are listed upon an established stock exchange, the closing price
of a share on such stock exchange, in each such case on the
trading day next preceding the date on which the stock
appreciation right shall be exercised, except that, if the
Corporation shall elect to settle its obligation in cash, then
such market value shall be determined by reference to the higher
of such reported closing or other price or the closing or other
price of a share as so reported on the trading day next
preceding the date of such election by the Corporation; provided
that if in the opinion of the Committee determination of market
value in such manner shall not then be practical, the market
value shall be determined in such other manner as may be
specified by the Committee in its discretion.  Any such
determination of market value shall in all respects be subject
to any applicable rules and regulations under Section 422A of
the Code with respect to the determination of fair market value
in the case of any stock appreciation right issued in connection
with an Incentive Option.

8. Restricted Stock

     Subject to the express provisions of the Plan, the
Committee shall have full authority to allot to eligible
employees, as a bonus, shares of Common Stock as restricted
stock, upon such terms and subject to such restrictions and
conditions as the Committee may deem appropriate in its
discretion.  Also, any Non-Qualified Option or related stock
appreciation right granted under the Plan may, in the discretion
of the Committee, either at the time of grant or by amendment to
which the optionee consents, provide for the issuance of
restricted stock, in whole or in part, upon the exercise of such
Non-Qualified Option or related stock appreciation right, such
restricted stock to be issued upon such terms and subject to
such restrictions and conditions as the Committee may deem
appropriate in its discretion.  Any such restrictions may, in
the discretion of the Committee, be intended to subject the
shares of Common Stock issued under such restrictions to a
"substantial risk of forfeiture" (as defined in Section 83 of
the Code) until such restrictions shall lapse or be removed.

9. Option Prices

     The purchase price of the Common Stock under each Stock
Option shall be determined by the Committee, but shall not be
less than 100% of the fair market value of the stock at the

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time of the granting of the Option.  Such fair market value shall be
determined by the Committee and may be computed by such method
as the Committee shall consider will reflect the fair market
value of the Common Stock on such day; provided, however, that
the method used by the Committee to value the Common Stock in
connection with any Incentive Option shall be consistent with
any applicable regulations adopted by the Treasury Department
under Section 422A of the Code.

10. Term  of Stock Options, Stock Appreciation Rights and  Stock
    Restrictions

     The term of each Stock Option and any related stock
appreciation right shall, subject to the limitations set forth
herein, be for such period (not to exceed ten years and one
month from the date such Option is granted in the case of any
Non-Qualified Option or ten years from the date such Option is
granted in the case of any Incentive Option) as the Committee
shall determine, and shall be Subject to earlier termination as
provided in this Plan.  All allotments of restricted stock shall
provide that such restricted stock shall revert back to the
Corporation to the extent that the restrictions thereon have not
lapsed or been removed within such period as the Committee shall
determine, and the right to such shares may become sooner
forfeitable as provided in this Plan.

11. Exercise of Stock Options and Stock Appreciation Rights

     Subject to any applicable legal requirements (including, in
the case of Incentive Options or related stock appreciation
rights, any requirements pursuant to Section 422A of the Code),
and unless otherwise provided in the option agreement, each
Stock Option, and any related stock appreciation right, shall be
exercisable, in whole at any time, or in part from time to time
during the term of the Option.  The purchase price of the shares
as to which an Option shall be exercised shall be paid in full
at the time of exercise.  Except as provided in paragraphs 15
and 16 hereof, no Option or related stock appreciation right may
be exercised at any time unless the holder is then a regular
employee of the Corporation or of a Subsidiary and has
continuously remained an employee at all times since the date of
the granting of the Option.  The holder of an Option shall not
have any rights of a stockholder with respect to the shares
covered by his Option until such shares shall be issued to him
upon the due exercise of the Option or related stock
appreciation right.  Upon the exercise of any Option or stock
appreciation right, any applicable taxes which the Corporation
is required to withhold shall be paid to the Corporation and any
information which the Corporation deems necessary shall be
supplied to the Corporation.

12. Issuance of Restricted Stock

     Promptly following the award to an employee by the
Committee of an allotment of restricted stock or the exercise by
an employee of a Non-Qualified Option or related stock
appreciation right entitling the holder to restricted stock, the
Corporation shall issue to the employee one or more certificates
representing the shares allotted.  The recipient shall thereupon
become a stockholder of the Corporation with respect to all of
the shares represented by such certificate or certificates; and
unless the Committee has otherwise specified, such recipient
shall have all of the rights of a stockholder with respect to
all such shares, including

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the right to vote such shares and to receive dividends, but
subject to the terms, restrictions and conditions specified
by the Committee.  The certificate or certificates representing
restricted stock shall be inscribed with a legend referring to
this Plan and the agreement under which such restricted stock is
issued, and such certificate or certificates, along with blank
stock powers, shall be deposited in escrow under an escrow agreement
specified by the Committee, to be held by the escrow agent for
delivery to the holder only when and to the extent that the
restrictions specified by the Committee shall lapse or be removed.
Upon the occurrence of an event such as those specified in paragraph
17, if the holder of restricted shares which are being held in escrow
shall by reason of such event become entitled to new or additional or
different securities, such new, additional or different securities shall
likewise be deposited in escrow, with blank stock powers or
other instruments of transfer, to be held subject to the same
restrictions specified for the restricted stock originally
allotted.  The Committee may make such provision as it deems
appropriate in an allotment of restricted stock with respect to
the possible termination of the employment of the holder before
the restrictions shall otherwise lapse or be removed.

13. Agreement to Serve

     Each individual receiving the grant of an Option or an
allotment of restricted stock hereunder shall, as one of the
terms of the grant or allotment, agree that he will remain in
the service of the Corporation or one of its Subsidiaries for a
period of at least two years from the date of grant or
allotment.  Such service shall (subject to the provisions of
paragraph 15 hereof and to the terms of any contract between the
Corporation or any such Subsidiary and such employee) be at the
pleasure of the Board of Directors of the Corporation or such
Subsidiary and at such compensation as such Board of Directors
or any committee thereof shall determine from time to time.
Unless otherwise specified by the Committee, any termination of
such individual's service during such period that is either (i)
by the Corporation or such Subsidiary for cause or (ii)
voluntary on the part of the individual and without the written
consent of the Corporation or such Subsidiary shall be deemed a
violation by the individual of such agreement.  In the event of
such violation, any Option or Options and any related stock
appreciation rights, to the extent not theretofore exercised,
and any rights to restricted stock, to the extent the
restrictions have not theretofore lapsed or been removed, held
by him under the Plan, shall forthwith terminate.  Retirement at
the normal retirement date as prescribed from time to time by
the Corporation or such Subsidiary shall be deemed to be a
termination of employment with consent.

14.  Non-Transferability of Restricted Stock, Stock Options
     and Stock Appreciation Rights

     No stock Option or stock appreciation right granted under
the Plan and no restricted stock allotted under the Plan (before
the restrictions have lapsed or been removed) shall be
transferable otherwise than by will or the laws of descent and
distribution, and an Option or stock appreciation right may be
exercised, during the lifetime of the holder thereof, only by
him.  An Option, stock appreciation right or restricted stock
transferred by will or the laws of descent and distribution
shall remain subject to all of the terms of this Plan and the
agreement governing such Option, stock appreciation right or
restricted stock.

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15. Termination of Employment of Holder of Stock Option

     In the event of the termination of the employment of the
holder of a Stock Option, other than by reason of death, unless
his Option shall have been previously terminated pursuant to the
provisions of paragraph 13 above or unless otherwise provided in
his option agreement, he may exercise his Option and any related
stock appreciation right at any time within three months after
such termination, but in no event after the expiration of the
term of the Option, if and to the extent he was entitled to
exercise such Option or stock appreciation right at the date of
such termination.  Options granted under the Plan shall not be
affected by any change of duties or position so long as the
holder continues to be an employee of the Corporation or of a
Subsidiary.  Nothing in the Plan or in any Option or stock
appreciation right granted pursuant to the Plan or in any
allotment of restricted stock under the Plan shall confer on any
individual any right to continue in the employ of the
Corporation or any of its Subsidiaries or interfere in any way
with the right of the Corporation or any of its Subsidiaries to
terminate his employment at any time.

16. Death of Holder of Stock Option

     In the event of the death of the holder of an Option while
in the employ of the Corporation or of a Subsidiary, or while he
is still entitled to exercise the Option as provided in
paragraph 15 hereof, unless otherwise provided in his option
agreement, the Option and any related stock appreciation right
theretofore granted to him may be exercised by a legatee or
legatees of the option holder under his last will, or by his
personal representatives or distributees, at any time within a
period of one year after his death, but in no event after the
expiration of the term of such option, if and to the extent that
he was entitled to exercise such option or stock appreciation
right at the date of his death.
17. Adjustments Upon Changes in Capitalization


     Notwithstanding any other provision of the Plan, the
agreements governing Stock Options, stock appreciation rights
and restricted stock may contain such provisions as the
Committee shall determine to be appropriate for the adjustment
of the number and class of shares subject to each allotment of
restricted stock, Stock Option and stock appreciation right and
the option prices and other terms in the event of changes in the
outstanding Common Stock of the Corporation by reason of stock
dividends, recapitalizations, mergers, separations,
reorganizations, liquidations, consolidations, split-ups,
combinations or exchanges of shares and the like, and, in the
event of any such change in the outstanding Common Stock of the
Corporation, the aggregate number and class of shares available
under the Plan shall be appropriately adjusted by the Committee
in its discretion, and the determination of the Committee shall
be conclusive; provided such adjustments shall conform to any
then applicable provisions of the Code and regulations
thereunder.

18. Special Provisions Regarding Change in Control

     The Board of Directors or the Committee may from time to
time make special provisions for one or more employees
respecting a possible change in control of the Corporation, and
to the extent that any such special provisions made with the
consent of the

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affected employee may have the effect of
accelerating vesting of stock options granted under the Plan or
removal of restrictions on restricted stock allotted under the
Plan or the effect of preventing an immediate termination of
benefits, such special provisions shall be controlling over and
shall be deemed to be an amendment of any inconsistent terms of
the agreement with the employee respecting such stock options or
restricted stock, and termination of employment by any such
employee in accordance with such special provisions upon a
change in control shall be deemed to be with the consent of the
Corporation or Subsidiary then employing such employee, for the
purposes of the Plan.

19. No Loans to Holders of Stock Options

     Neither the Corporation nor any Subsidiary may directly or
indirectly lend money to any individual for the purpose of
assisting him to acquire or carry shares of Common Stock issued
upon the exercise of Stock Options granted under the Plan.

20. Time of Granting or Allotment

     The effective date of granting of any Stock Option or stock
appreciation right or the allotment of restricted stock pursuant
to the Plan shall be the date specified by the Committee at the
time it awards such Option or stock appreciation right or
restricted stock, provided that such date shall not be prior to
such date of award.  The Committee shall promptly notify the
recipient of an award and a written agreement in form specified
by the Committee shall promptly be duly executed and delivered
by or on behalf of the Corporation and the recipient.  Each such
agreement, and any amendment thereof, shall contain such terms
and conditions as the Committee, in its sole discretion, shall
determine, including, in the case of any such agreement relating
to an Incentive Option, any terms and conditions which the
Committee shall determine are necessary or may be desirable in
order to qualify such Incentive Option as an incentive stock
option within the meaning of Section 422A of the Code and any
applicable regulations thereunder adopted by the Treasury
Department.  The Committee shall have the right to terminate an
award if the written agreement is not signed by the recipient
and returned to the Corporation within 30 days after the
delivery thereof to the recipient.

21. Government and Stock Exchange Regulations

     The Plan, and the granting and exercise of Options and
stock appreciation rights and the allotment of restricted stock
thereunder, and the obligation of the Corporation to sell and
deliver shares under the Plan shall be subject to all applicable
governmental laws, rules and regulations, and to such approvals
by any governmental agencies as may then be required, and shall
also be subject to all applicable rules and regulations of any
stock exchange upon which the Common Stock of the Corporation
may then be listed.

22.  Amendment and Termination

     Unless the Plan shall theretofore have been terminated as
hereinafter provided, the Plan shall terminate on, and no Stock
Option or stock appreciation right shall be granted and no
restricted stock shall be allotted after December 31, 1999;
however, awards theretofore made

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may extend beyond that date.
The Plan may be terminated, modified or amended by the
stockholders of the Corporation.  The Board of Directors of the
Corporation may also terminate the Plan at any time and may
modify or amend the Plan in such respects as it shall deem
advisable, including any amendment which the Board of Directors
may deem necessary in order to inure that the Incentive Options
granted hereunder shall qualify as incentive stock options
within the meaning of Section 422A of the Code and any
regulations thereunder adopted by the Treasury Department;
provided, however, that the Board of Directors may not, without
further approval by the holders of outstanding shares of the
Corporation having a majority of the general voting power (i)
increase the maximum number of shares as to which Options or
stock appreciation rights may be granted or restricted stock may
be allotted under the Plan except as provided in paragraph 17,
(ii) materially increase the benefits accruing to participants
under the Plan, (iii) permit any member of the Committee to
become eligible for benefits under the Plan, (iv) extend the
term of the Plan or the maximum period during which any Option
or stock appreciation right may be exercised, or (v) change the
provisions governing eligibility of employees to participate in
the Plan.  No termination or modification or amendment of the
Plan may, without the consent of the employee to whom any Option
or stock appreciation right shall theretofore have been granted
or to whom restricted stock shall have been allotted, adversely
affect the rights of such employee under such Option, stock
appreciation right or allotment of restricted stock.  With the
consent of the employee to whom such Option or stock
appreciation right was granted or to whom such restricted stock
was allotted, an outstanding Option or stock appreciation right
or allotment of restricted stock may be modified or amended by
the Committee in such manner as it may deem appropriate
consistent with the requirements of this Plan applicable to a
new grant of an Option or stock appreciation right or a new
allotment of restricted stock on the date of modification or
amendment and, with respect to Incentive Options, consistent
with the applicable provisions of the Code and regulations
thereunder adopted by the Treasury Department.

23.  Adoption

     This Plan shall become effective upon its adoption by the
favorable vote of the holders of a majority of the outstanding
shares of Common Stock of the Corporation.



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