**Exhibit10.47**

**MAGNETEK,INC.**

**NON-QUALIFIEDSTOCK OPTION AGREEMENT**

FOR GOOD AND VALUABLECONSIDERATION, MAGNETEK, INC., a Delaware corporation, hereby irrevocablygrants to the Optionee named below the non-qualified stock option (the “Option”)to purchase any part or all of the specified number of shares of its $0.01 parvalue Common Stock upon the terms and subject to the conditions set forth inthis Agreement, at the specified purchase price per share without commission orother charge.  The Option is grantedpursuant to the plan specified below (the “Plan”) and the standard terms andconditions (“Standard Terms and Conditions”) promulgated under such Plan.  The terms of the Plan and the Standard Termsand Conditions are hereby incorporated herein by reference and made a part ofthis Agreement.  The Committee shall havethe power to interpret this Agreement.

The Plan:                                                       2004 StockIncentive Plan of MagneTek, Inc.

Name of Optionee:

Social Security Number:

Number of Shares covered byOption:

Purchase Price Per Share:

Minimum Number of Shares PerPartial Exercise:     100 Shares

The Option shall vest and becomeexercisable in installments as follows:

Until                         ,the Option shall not be exercisable to any degree.

As of                             ,the Option shall become exercisable as to 25% of the Shares covered by theOption.

As of                             ,the Option shall become exercisable as to an additional 25% of the Shares coveredby the Option.

As of                                ,the Option shall become exercisable as to an additional 25% of the Sharescovered by the Option.

As of                             ,the Option shall become exercisable as to the remaining 25% of the Sharescovered by the Option.

Option Term:        10years from the Grant Date.

The Option exercise price may bepaid in the form of one or more of the following:  (i) cash or certified or cashiers’ check,(ii) delivery of shares of Common Stock or other property deemed acceptable bythe Committee; or (iii) a reduction in the number of Shares issuable pursuantto the Option.  Unless otherwisespecified by the Committee, Optionee may, upon termination of employment,exercise the vested, unexercised portion of the Option within 90 days after hisor her employment termination date.  TheOption may not be sold, assigned, conveyed, gifted, pledged, hypothecated orotherwise transferred in any manner prior to the vesting or lapse of allrestrictions, other than by will or the laws of descent and distribution orpursuant to a “domestic relations order” as defined in the Internal RevenueCode of 1986, as amended.

Date of this Agreement (GrantDate):                                 
| MAGNETEK, INC. |   |                    |   |
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|           |   | Optionee Signature      |
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|           |   | Address (please print): |
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| By             |   |                    |   |   |   |
|           |   |                    |
| By             |   |                    |   |   |   |

 

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