FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT

      Reference is made to Stockholders' Agreement dated as of November 26, 1997
by and among Holmes Products Corp., a Massachusetts corporation (the "Company"),
those persons listed as Berkshire Stockholders on the signature pages thereof
(collectively the "Berkshire Stockholders"), those persons listed as the
Management Stockholders on the signature pages thereof (the "Management
Stockholders"), Asco Investments, Ltd., a Bahamas corporation ("Asco") and those
"Other Stockholders" who acquired shares of capital stock of the Company as
described in Section 3.12 thereof (the "Stockholders' Agreement"). All defined
terms used herein and not otherwise defined have the meanings set forth in the
Stockholders' Agreement.

      WHEREAS, the Company is this date issuing an additional 9,922,243 shares
of Common Stock to certain of the existing Stockholders, certain of their
affiliates, and certain members of management of the Company, pursuant to a
certain Stock Purchase Agreement dated as of the date hereof (each purchaser or
entity purchasing shares thereunder being hereinafter referred to as a "Stock
Purchaser");

      WHEREAS, each Stock Purchaser desires to enter into and to become a party
to the Stockholders' Agreement for the purpose of regulating certain aspects of
the Stock Purchasers' relationships with regard to the Company, and certain
restrictions on the Common Stock owned by the Stock Purchasers and other
Stockholders of the Company; and

      WHEREAS, the existing parties to the Stockholders' Agreement
desire to amend the Agreement for such purposes;

      NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth herein, and for one dollar and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:

      1. Each of the Stock Purchasers who is not already a party to the
         Stockholders' Agreement hereby joins in and becomes a party to the
         Stockholders' Agreement, as amended hereby, (i) as a Berkshire
         Stockholder, if such Stock Purchaser is already a Berkshire
         Stockholder, or is either Berkshire Fund IV Investment Corp. or is
         Berkshire Fund V Investment Corp., or any permitted transferee thereof;
         (ii) as a Management Stockholder, if such Stock Purchaser is already a
         Management Stockholder; or (iii) in the case of any other Stock
         Purchaser, as identified on the signature page hereto;

      2. Hereafter, all references in the Stockholders' Agreement, as amended,
         to "Stockholders" shall mean and refer to the original Stockholders who
         were the parties thereto, any Other Stockholders who acquire shares of
         capital stock of


<PAGE>

         the Company, as described in Section 3.12 thereof, and any of the Stock
         Purchasers who are not already parties thereto;

      3. Section 2.5(a) and (b) of the Stockholders Agreement are hereby deleted
         in their entirety and replaced by the following new sections:

         2.5 Corporate Governance.
         -------------------------

            (a) At each annual meeting of the Stockholders and at each special
         meeting of the Stockholders called for the purpose of electing
         directors of the Company, and at any time at which stockholders of the
         Company shall have the right to, or shall, vote for directors of the
         Company, then, and in each event, the Stockholders hereby agree to
         attend each meeting in person or by proxy and hereby agree to vote
         stock of the Company and shares of the Company now owned or hereafter
         acquired by him, her or it (whether at a meeting or by written consent
         in lieu thereof) (i) so that the Company's Board of Directors shall be
         designated as set forth herein, (ii) to fix the number of members of
         the Board at any number up to nine (9) and (iii) to elect and
         thereafter to continue in office as a Director of the Company the
         following (i) two Directors shall be persons nominated by the Berkshire
         Stockholders (currently Richard K. Lubin and Randy Peeler)
         (collectively the "Berkshire Representatives"); (ii) up to five (5)
         Directors shall be persons nominated by the Management Shareholders
         (and currently include Jordan A. Kahn, Stanley Rosenzweig and Gregory
         F. White) (collectively, the "Management Representatives") and (iii) up
         to two (2) Directors shall be persons who are not employees or officers
         of the Company, one of whom shall be nominated by the Berkshire
         Stockholders (subject to the reasonable approval of the Management
         Stockholders) and one of whom shall be nominated by the Management
         Stockholders (subject to the reasonable approval of the Berkshire
         Stockholders) (collectively the "Outside Representatives"). A vacancy
         in either of the directorships to be occupied by a Berkshire
         Representative shall be filled only by vote or written consent of a
         majority in interest of the Berkshire Stockholders; a vacancy in any of
         the directorships to be held by the Management Representative shall be
         filled only by vote or written consent of Management Stockholders
         holding at least eighty percent (80%) in interest of the Shares held by
         all Management Stockholders; and a vacancy in the directorships to be
         held by the Outside Representatives shall be filled only be vote or
         written consent of the Stockholders who nominated such Outside
         Representative (subject to the approval as set forth in clause (iii)
         above).

            (b) Board Expansion. So long as either (i) the Berkshire
         Stockholders shall own at least forty percent (40%) of the Shares
         (including vested Time Options and earned Performance Options) or (ii)
         the Berkshire Stockholders 

<PAGE>

         collectively own more Shares (including vested Time Options and vested
         and earned Performance Options) than the Management Stockholders or any
         other single stockholder, the Berkshire Stockholder may at any time
         require, by written notice to the other Stockholders (the "Increase
         Notice"), that the number of directors constituting the Board of
         Directors be increased by four (4). The Berkshire Stockholders shall
         have the right to designate such additional directors. If the Increase
         Notice is given by the Berkshire Stockholders, the nomination of the
         Outside Representatives as set forth in Section 2.5(a)(iii) above shall
         no longer require the approval of the other stockholders. Each
         Stockholder agrees that such Stockholder and its Permitted Transferees
         shall take all action as may be necessary or appropriate, including
         without limitation, the voting of all Shares owned by them, to so
         increase the number of directors constituting the Board of Directors
         and to elect the directors so designated by the Berkshire Stockholders.

      4. This Agreement shall constitute for all purposes an amendment to the
         Stockholders' Agreement, and, except as amended hereby, the
         Stockholders' Agreement is ratified and confirmed in all respects. All
         shares of Common Stock issued to each of the Stock Purchasers shall be
         subject to the restrictions on transfer, rights of purchase and other
         provisions set forth in the Stockholders' Agreement, and shall be
         legended in the manner set forth in Section 3.10 thereof.

      5. This Agreement shall become effective at such time as it is executed by
         each of the Stock Purchasers, and a majority in interest of each of the
         Berkshire Stockholders and Management Stockholders who were parties to
         the Stockholders' Agreement prior to the issuance of shares of Common
         Stock to the Stock Purchasers this date.


<PAGE>




      6. This Agreement may be executed in any number of counterparts, each of
         which will be deemed an original, but all of which together shall
         constitute one and the same instrument, and all signatures need not
         appear in any one counterpart.

      IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the 5 day of February, 1999.

                                    HOLMES PRODUCTS CORP.


                                    By:    /s/ Ira B. Morgenstern
                                           _________________________
                                    Name:  Ira B. Morgenstern
                                    Title: Senior Vice President-Finance


<PAGE>



                              HOLMES PRODUCTS CORP.
                   FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
                           COUNTERPART SIGNATURE PAGE

                                    BERKSHIRE STOCKHOLDERS:

                                    BERKSHIRE FUND IV, LIMITED
                                    PARTNERSHIP
                                    By:  Fourth Berkshire Associates, LLC,
                                         its general partner

                                    By: /s/ Richard K. Lubin
                                        ____________________________
                                    Name:   Richard K. Lubin
                                    Title:  Managing Member

                                    BERKSHIRE INVESTORS LLC

                                    By: /s/ Richard K. Lubin
                                        ____________________________
                                    Name:   Richard K. Lubin
                                    Title:  Managing Member

                                    New Berkshire Stockholders:

                                    BERKSHIRE FUND IV INVESTMENT CORP.

                                    By: /s/ Richard K. Lubin
                                        ____________________________
                                    Name:   Richard K. Lubin
                                    Title:  Managing Member

                                    Address:    c/o Berkshire Partners
                                                One Boston Place
                                                Boston,  MA 02108

                                    BERKSHIRE FUND V INVESTMENT
                                    CORP.

                                    By: /s/ Richard K. Lubin
                                        ____________________________
                                    Name:   Richard K. Lubin
                                    Title:  Managing Member

                                    Address:    c/o Berkshire Partners
                                                One Boston Place
                                                Boston,  MA 02108
<PAGE>



                              HOLMES PRODUCTS CORP.
                   FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
                           COUNTERPART SIGNATURE PAGE



                                    BERKSHIRE STOCKHOLDERS:

                                    FSC CORP.

                                    By: /s/ Mary Josephs Reilly
                                       ____________________________
                                    Name:   Mary Josephs Reilly
                                    Title:


<PAGE>




                              HOLMES PRODUCTS CORP.
                   FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
                           COUNTERPART SIGNATURE PAGE


                                    BERKSHIRE STOCKHOLDERS:

                                    SUNAPEE SECURITIES, INC.

                                    By: /s/ Gary B. Wilkinson
                                       ____________________________
                                    Name:   Gary B. Wilkinson
                                    Title:  Treasurer

                                    SQUAM LAKE INVESTORS, II, L.P.

                                    By: /s/ Gary B. Wilkinson
                                       ____________________________
                                    Name:   Gary B. Wilkinson
                                    Title:   Treasurer

                                    SQUAM LAKE INVESTORS, III, L.P.

                                    By: /s/ Gary B. Wilkinson
                                       ____________________________
                                    Name:   Gary B. Wilkinson
                                    Title:  Treasurer




<PAGE>




                              HOLMES PRODUCTS CORP.
                   FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
                           COUNTERPART SIGNATURE PAGE


                                    BERKSHIRE STOCKHOLDERS:

                                    PANGAEA GROUP, INC.

                                    By: /s/ Darren Spangler
                                       ____________________________
                                    Name:   Darren Spangler
                                     Title:
<PAGE>

                              HOLMES PRODUCTS CORP.
                   FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
                           COUNTERPART SIGNATURE PAGE

                                    ASCO:

                                    ASCO INVESTMENT LTD.


                                    By: /s/ Nick Webster
                                       ____________________________
                                    Name:   Nick Webster
                                    Title:
<PAGE>



                              HOLMES PRODUCTS CORP.
                   FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
                           COUNTERPART SIGNATURE PAGE

                                    MANAGEMENT STOCKHOLDERS:

                                    /s/ Jordan A. Kahn
                                    --------------------------
                                    Jordan A. Kahn


                                    /s/ Stanley Rosenzweig
                                    ---------------------------
                                    Stanley Rosenzweig


                                    /s/ Gregory F. White
                                    ---------------------------
                                    Gregory F. White


                                    /s/ Liu Woon Fai (Tommy Liu)
                                    ---------------------------
                                    Liu Woon Fai (Tommy Liu)



<PAGE>



                              HOLMES PRODUCTS CORP.
                   FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
                           COUNTERPART SIGNATURE PAGE


                                    NEW MANAGEMENT STOCKHOLDER


                                    /s/ Thomas K. Manning 
                                    ----------------------------------- 
                                    Thomas K. Manning

                                    Address: The Rival Company
                                            ---------------------------
                                            800 East 101st Terrace
                                            ---------------------------
                                            Kansas City, Missouri 64131
                                            ---------------------------