FIRST SUPPLEMENTAL INDENTURE AND GUARANTEE

      FIRST SUPPLEMENTAL INDENTURE AND GUARANTEE (this "Supplemental
Indenture"), dated as of October 14, 1998, among Holmes Motor Corp. (the
"Guaranteeing Restricted Subsidiary"), a Domestic Restricted Subsidiary of
Holmes Products Corp., a Massachusetts corporation (the "Company"), the other
Guarantors (as defined in the Indenture referred to herein) and State Street
Bank and Trust Company, as trustee under the indenture referred to below (the
"Trustee").

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture (the "Indenture"), dated as of November 26, 1997 under which have
been issued an aggregate principal amount of $105.0 million of 9 7/8% Senior
Subordinated Notes due 2007 (the "Notes");

      WHEREAS, the Guaranteeing Restricted Subsidiary has been created by the
Company as provided in Sections 4.17 and 11.04 of the Indenture;

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Restricted Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which such Guaranteeing Restricted Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the "Note
Guarantee"); and

      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

      NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Restricted Subsidiary, the Company, the other Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:

      1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture. The term "Guarantor"
as used herein shall include the Guaranteeing Restricted Subsidiary.

      2. AGREEMENT TO GUARANTEE. The Guaranteeing Restricted Subsidiary hereby
agrees as follows:


<PAGE>

      (a)   Along with all the Guarantors named in the Indenture, to jointly and
            severally Guarantee to each Holder of a Note authenticated and
            delivered by the Trustee and to the Trustee and its successors and
            assigns, irrespective of the validity and enforceability of the
            Indenture, the Notes or the obligations of the Company hereunder or
            thereunder, that:

            (i)   the principal of and premium, interest and Liquidated
                  Damages, if any, on the Notes will be promptly paid
                  in full when due, whether at maturity, by
                  acceleration, redemption or otherwise, and interest
                  on the overdue principal of, premium, interest and
                  Liquidated Damages, if any, on the Notes, if any, if
                  lawful, and all other obligations of the Company to
                  the Holders or the Trustee hereunder or thereunder
                  will be promptly paid in full or performed, all in
                  accordance with the terms hereof and thereof; and

            (ii)  in case of any extension of time of payment or
                  renewal of any Notes or any of such other
                  Obligations, the same will be promptly paid in full
                  when due or performed in accordance with the terms of
                  the extension or renewal, whether at stated maturity,
                  by acceleration or otherwise.  Failing payment when
                  due of any amount so guaranteed or any performance so
                  guaranteed for whatever reason, the Guarantors shall
                  be jointly and severally obligated to pay the same
                  immediately.

      (b)   The obligations hereunder shall be unconditional,
            irrespective of the validity, regularity or enforceability
            of the Notes or the Indenture, the absence of any action to
            enforce the same, any waiver or consent by any Holder of
            the Notes with respect to any provisions hereof or thereof,
            the recovery of any judgment against the Company, any
            action to enforce the same or any other circumstance which
            might otherwise constitute a legal or equitable discharge
            or defense of a Guarantor.

      (c)   The following is hereby waived: diligence, presentment, demand of
            payment, filing of claims with a court in the event of insolvency or
            bankruptcy of the Company, any right to require a proceeding first
            against the Company, protest, notice and all demands whatsoever.

      (d)   This Note Guarantee shall not be discharged except by complete
            performance of the Obligations contained in the Notes and the
            Indenture.

      (e)   If any Holder or the Trustee is required by any court or otherwise
            to return to the Company, the Guarantors, or any custodian, trustee,
            liquidator or other similar official acting in relation to either
            the Company or the Guarantors, any amount paid by either to the
            Trustee or such Holder, this 

                                       2
<PAGE>

            Note Guarantee, to the extent theretofore discharged, shall be
            reinstated in full force and effect.

      (f)   The Guaranteeing Restricted Subsidiary shall not be entitled to any
            right of subrogation in relation to the Holders in respect of any
            obligations guaranteed hereby until payment in full of all
            Obligations guaranteed hereby.

      (g)   As between the Guarantors, on the one hand, and the Holders
            and the Trustee, on the other hand, (x) the maturity of the
            Obligations guaranteed hereby may be accelerated as
            provided in Article 6 of the Indenture for the purposes of
            this Note Guarantee, notwithstanding any stay, injunction
            or other prohibition preventing such acceleration in
            respect of the Obligations guaranteed hereby, and (y) in
            the event of any declaration of acceleration of such
            Obligations as provided in Article 6 of the Indenture, such
            Obligations (whether or not due and payable) shall
            forthwith become due and payable by the Guarantors for the
            purpose of this Note Guarantee.

      (h)   The Guarantors shall have the right to seek contribution from any
            non-paying Guarantor so long as the exercise of such right does not
            impair the rights of the Holders under the Note Guarantee.

      (i)   Pursuant to Section 11.03 of the Indenture, after giving
            effect to any maximum amount and any other contingent and
            fixed liabilities that are relevant under any applicable
            Bankruptcy or fraudulent conveyance laws, and after giving
            effect to any collections from, rights to receive
            contribution from or payments made by or on behalf of any
            other Guarantor in respect of the Obligations of such other
            Guarantor under Article 11 of the Indenture the Obligations
            of the Guarantors shall be limited to the maximum amount as
            shall result in the Obligations of such Guarantor under its
            Note Guarantee not constituting a fraudulent transfer or
            conveyance.

      3. EXECUTION AND DELIVERY. The Guaranteeing Restricted Subsidiary agrees
that this Note Guarantee shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Note Guarantee.

      4.    GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

      (a)   A Guarantor may not consolidate with or merge with or into (whether
            or not such Guarantor is the surviving Person) another corporation,
            Person or entity whether or not affiliated with such Guarantor
            unless:

                                       3
<PAGE>

            (i)   subject to Section 11.05 of the Indenture, the Person
                  formed by or surviving any such consolidation or
                  merger (if other than a Guarantor or the Company)
                  unconditionally assumes all the obligations of such
                  Guarantor, pursuant to a supplemental indenture in
                  form and substance reasonably satisfactory to the
                  Trustee, under the Notes, the Indenture and the Note
                  Guarantee on the terms set forth herein or therein;
                  and

            (ii)  immediately after giving effect to such transaction, no
                  Default or Event of Default exists.

      (b)   In case of any such consolidation, merger, sale or
            conveyance and upon the assumption by the successor
            corporation, by supplemental indenture, executed and
            delivered to the Trustee and satisfactory in form to the
            Trustee, of the Note Guarantee endorsed upon the Notes and
            the due and punctual performance of all of the covenants
            and conditions of the Indenture to be performed by the
            Guarantor, such successor corporation shall succeed to and
            be substituted for the Guarantor with the same effect as if
            it had been named herein as a Guarantor.  Such successor
            corporation thereupon may cause to be signed any or all of
            the Note Guarantees to be endorsed upon all of the Notes
            issuable hereunder which theretofore shall not have been
            signed by the Company and delivered to the Trustee.  All
            the Note Guarantees so issued shall in all respects have
            the same legal rank and benefit under the Indenture as the
            Note Guarantees theretofore and thereafter issued in
            accordance with the terms of the Indenture as though all of
            such Note Guarantees had been issued at the date of the
            execution hereof.

      (c)   Except as set forth in Articles 4 and 5 of the Indenture,
            and notwithstanding clauses (a) and (b) above, nothing
            contained in the Indenture or in any of the Notes shall
            prevent any consolidation or merger of a Guarantor with or
            into the Company or another Guarantor, or shall prevent any
            sale or conveyance of the property of a Guarantor as an
            entirety or substantially as an entirety to the Company or
            another Guarantor.

      5.    RELEASES.

      (a)   In the event of a sale or other disposition of all of the
            assets of any Guarantor, by way of merger, consolidation or
            otherwise, or a sale or other disposition of all of the
            capital stock of any Guarantor (other than to the Company
            or another Guarantor), or in the case the Company
            designates a Guarantor to be an Unrestricted Subsidiary in
            accordance with the Indenture, then such Guarantor (in the
            event of a sale or other disposition, 

                                       4
<PAGE>

            by way of merger, consolidation or otherwise, of all of the
            capital stock of such Guarantor) or the corporation
            acquiring the property (in the event of a sale or other
            disposition of all or substantially all of the assets of
            such Guarantor) shall be released and relieved of any
            obligations under its Note Guarantee; provided that the Net
            Proceeds of such sale or other disposition are applied in
            accordance with the applicable provisions of the Indenture,
            including without limitation Section 4.10 of the Indenture.
            Upon delivery by the Company to the Trustee of an Officers'
            Certificate and an Opinion of Counsel to the effect that
            such sale or other disposition was made by the Company in
            accordance with the provisions of the Indenture, including
            without limitation Section 4.10 of the Indenture, the
            Trustee shall execute any documents reasonably required in
            order to evidence the release of any Guarantor from its
            obligations under its Note Guarantee.

      (b)   Any Guarantor not released from its obligations under its Note
            Guarantee shall remain liable for the full amount of principal of
            and interest on the Notes and for the other obligations of any
            Guarantor under the Indenture as provided in Article 10 of the
            Indenture.

      6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Restricted Subsidiary, as such, shall have any liability for any obligations of
the Company or any Guarantor under the Notes, any Note Guarantees, the Indenture
or this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

      7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENT INDENTURE BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

      9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

                                       5
<PAGE>

      10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Restricted Subsidiary, the other
Guarantors and the Company.


                                  SIGNATURES

      Dated as of the date first set forth above.


                                    HOLMES MOTOR CORP.

                                    By: /s/ Jordan A. Kahn
                                        ----------------------------------------
                                        Name: Jordan A. Kahn
                                        Title: President



                                    HOLMES PRODUCTS CORP.

                                    By: /s/ Jordan A. Kahn
                                        ----------------------------------------
                                        Name: Jordan A. Kahn
                                        Title: President



                                    HOLMES MANUFACTURING CORP.

                                    By: /s/ Jordan A. Kahn
                                        ----------------------------------------
                                        Name: Jordan A. Kahn
                                        Title: President



                                    HOLMES AIR (TAIWAN) CORP.

                                    By: /s/ Jordan A. Kahn
                                        ----------------------------------------
                                        Name: Jordan A. Kahn
                                        Title: President

                                       6
<PAGE>

      STATE STREET BANK AND TRUST
      COMPANY, AS TRUSTEE

      By: /s/ Andrew M. Sinasky
          ----------------------------------------
          Name:  Andrew M. Sinasky
          Title: Assistant Vice President


                                       7