HOLMES PRODUCTS CORP.
                              AMENDED AND RESTATED
                             1997 STOCK OPTION PLAN


      1. Purpose of the Plan. This stock option plan (the "Plan") is intended to
provide incentives: (a) to the officers and other employees of Holmes Products
Corp., a Massachusetts corporation (the "Company"), and any present or future
subsidiaries of the Company by providing them with opportunities to purchase
stock in the Company pursuant to options granted hereunder which qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") ("ISO" or "ISOs"); and (b) to officers, directors,
employees, consultants and other key persons of the Company and any present or
future subsidiaries of the Company by providing them with opportunities to
purchase stock in the Company pursuant to options granted hereunder which do not
qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options"). As used
herein, the terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation," respectively, as those terms are defined in Section
424 of the Code and the Treasury Regulations promulgated thereunder (the
"Regulations").

      2. Stock Subject to the Plan.

      (a) The total number of shares of the authorized but unissued shares of
the common stock, $.001 par value, of the Company ("Common Stock") for which
options may be granted under the Plan shall not exceed 4,260,978 shares, subject
to adjustment as provided in Section 11 hereof.

      (b) If an option granted hereunder shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for subsequent option grants under the Plan.

      (c) Stock issuable upon exercise of an option granted under the Plan may
be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Committee (as defined in Section 3
below).

      3. Administration of the Plan. At the discretion of the Company's Board of
Directors, the Plan shall be administered by the Board of Directors or by a
committee (the "Committee") consisting of two or more members of the Company's
Board of Directors, to whom the Board of Directors may (except as provided in
Section 4 hereof) delegate its authority hereunder. In the event that the Board
of Directors is the administrator of the Plan, reference herein to the Committee
shall be deemed to include the Board of Directors. The decisions of the
Committee as to all questions of interpretation and application of the Plan
shall be final, binding and conclusive on all persons. The Committee shall have
the authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any 



<PAGE>

inconsistency in the Plan or in any option agreement granted hereunder in the
manner and to the extent it shall deem expedient to carry the Plan into effect
and shall be the sole and final judge of such expediency. No Committee member
shall be liable for any action or determination made in good faith.

      If any such Committee is appointed, the Board may from time to time
appoint a member or members of the Committee in substitution for or in addition
to the member or members then in office and may fill vacancies on the Committee
however caused. The Committee shall choose one of its members as Chairman and
shall hold meetings at such times and places as it shall deem advisable. A
majority of the members of the Committee shall constitute a quorum and any
action may be taken by a majority of those present and voting at any meeting.
Any action may also be taken without the necessity of a meeting by a written
instrument signed by a majority of the Committee.

      4.    Eligibility.

      (a) Options designated as ISOs may be granted only to key employees
(including officers who are also employees) of the Company or any of its
subsidiaries, including subsidiaries which become such after the adoption of
this Plan. Non-Qualified Options may be granted to any director, officer,
employee, consultant or key person (including, without limitation, prospective
employees) of the Company or of any of its subsidiaries, including subsidiaries
which become such after the adoption of this Plan.

      (b) In determining the eligibility of an individual to be granted an
option, as well as in determining the number of shares to be optioned to any
individual, the Board of Directors shall take into account the position and
responsibilities of the individual being considered, the nature and value to the
Company or its subsidiaries of his or her service and accomplishments, his or
her present and potential contribution to the success of the Company or its
subsidiaries, and such other factors as the Board of Directors may deem
relevant.

      (c) No option designated as an ISO shall be granted to any employee of the
Company or any subsidiary if such employee owns, immediately prior to the grant
of an option, stock representing more than 10% of the total combined voting
power of all classes of stock of the Company or a parent or a subsidiary, unless
the purchase price for the stock under such option shall be at least 110% of its
fair market value at the time such option is granted and the option, by its
terms, shall not be exercisable more than five years from the date it is
granted. In determining the stock ownership under this paragraph, the provisions
of Section 424(d) of the Code shall be controlling. In determining the fair
market value under this paragraph, the provisions of Section 6 hereof shall
apply.

      (d) The maximum number of shares of the Company's Common Stock with
respect to which an option or options may be granted to any employee in any one
taxable year of the Company shall not exceed 1,000,000 shares, taking into
account shares granted during such 



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<PAGE>

taxable year under options that are terminated or repriced, and subject to
adjustment under Section 11 hereof.

      (e) To the extent that any portion of an option designated as an ISO
hereunder shall fail to qualify as such, such portion shall thereafter be deemed
to constitute a Non-Qualified Option.

      5. Option Agreement. Each option shall be evidenced by an option agreement
(the "Agreement") duly executed on behalf of the Company and by the optionee to
whom such option is granted, which Agreement shall comply with and be subject to
the terms and conditions of the Plan. The Agreement may contain such other
terms, provisions and conditions which are not inconsistent with the Plan as may
be determined by the Board of Directors, provided that options designated as
ISOs shall meet all of the conditions for ISOs as defined in Section 422 of the
Code. The date of grant of an option shall be as determined by the Board of
Directors. More than one option may be granted to an individual.

      6. Exercise Price. The exercise price or prices of shares of the Company's
Common Stock for options designated as Non-Qualified Options shall be as
determined by the Board of Directors. The exercise price or prices of shares of
the Company's Common Stock for ISOs shall be the fair market value of such
Common Stock at the time the option is granted as determined by the Board of
Directors in accordance with the Regulations promulgated under Section 422 of
the Code. If such shares are then listed on any national securities exchange,
the fair market value shall be the mean between the high and low sales prices on
such exchange on the business day immediately preceding the date of the grant of
the option or, if no sales were reported, on the nearest date preceding the
grant date for which sales were reported. If the shares are not then listed on
any such exchange, the fair market value of such shares shall be the mean
between the high and low sales prices as reported on the Nasdaq National Market
for the business day immediately preceding the date of the grant of the option,
or, if no sales were reported, on the nearest date preceding the grant date for
which sales were reported. If the shares are not then either listed on any such
exchange or quoted on the Nasdaq National Market, the fair market value shall be
the mean between the average of the "Bid" and the average of the "Ask" prices as
reported on the Nasdaq system for the business day immediately preceding the
date of the grant of the option, or, if no such prices were reported, on the
nearest date preceding the grant date for which such prices were reported. If
the fair market value cannot be determined under the preceding three sentences,
it shall be determined in good faith by the Board of Directors.

      7. Manner of Payment; Manner of Exercise.

      (a) Options granted under the Plan may provide for the payment of the
exercise price by delivery of (i) cash or a check payable to the order of the
Company in an amount equal to the exercise price of such options, (ii) shares of
Common Stock of the Company owned by the optionee for at least six (6) months
having a fair market value (determined in accordance with the provisions of
Section 6 hereof, as applicable) equal in amount to the exercise price of the
options being exercised, or (iii) any combination of (i) and (ii), provided,
however, that the payment of 



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<PAGE>

the exercise price by delivery of shares of capital stock of the Company owned
by such optionee may be made only if such payment does not result in a charge to
earnings of the Company for financial accounting purposes as determined by the
Committee.

      (b) To the extent that the right to purchase shares under an option has
accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares as provided in subparagraph (a) above. Payment in full of the
option exercise price need not accompany the written notice of exercise provided
the notice directs that the certificate or certificates for the shares for which
the option is being exercised be delivered to a securities broker acceptable to
the Company as the agent for the person exercising the option and, at the time
such certificate or certificates are delivered, the broker tenders to the
Company cash (or cash equivalents acceptable to the Company) equal to the option
exercise price plus the amount (if any) of federal and/or other taxes that the
Company may, in its judgment, be required to withhold with respect to the
exercise of the option.

      (c) Notwithstanding the provisions of this paragraph 7, any optionee who
is a resident of the United Kingdom shall be permitted to pay the exercise price
upon exercise of an option hereunder solely by delivery of cash or a check
payable to the order of the Company and not by any other method.

      8. Exercise of Options. Subject to the provisions of paragraphs 9 through
11, each option granted under the Plan shall be exercisable as follows:

      (a) Vesting. The option shall either be fully exercisable on the date of
grant or shall become exercisable thereafter in such installments as provided
for in the Option Agreement executed pursuant to Section 5 hereof.

      (b) Full Vesting of Installments. Once an installment becomes exercisable
it shall remain exercisable until expiration or termination of the option,
unless otherwise specified by the Board of Directors.

      (c) Partial Exercise. Each option or installment may be exercised at any
time or from time to time, in whole or in part, for up to the total number of
shares with respect to which it is then exercisable.

      (d) Acceleration of Vesting. The Board of Directors shall have the right
at any time to accelerate the vesting of any installment of any option; provided
that the Board of Directors shall not, without the consent of an optionee,
accelerate the exercise date of any installment of any option granted to any
employee as an ISO if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code.



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<PAGE>

      (e) United Kingdom Residents. Notwithstanding the provisions of this
paragraph 8, an optionee who is a resident of the United Kingdom may exercise
any option or installment of an option only once during any consecutive
three-year period, and following any option exercise, regardless of the number
of shares, no further exercise of any remaining portion of such option or of any
other option may be made by such optionee during the succeeding three years.

      9.    Term of Options; Exercisability.

      (a) Term. Each option shall expire not more than ten (10) years from the
date of the granting thereof, but shall be subject to earlier termination as may
be provided in the Agreement.

      (b) Exercisability. Except as otherwise provided in the Agreement or by
the Board of Directors at any time, an option granted to an employee optionee
who ceases to be an employee of the Company or one of its subsidiaries shall be
exercisable only to the extent that the right to purchase shares under such
option has accrued and is in effect on the date such optionee ceases to be an
employee of the Company or one of its subsidiaries. The Agreement may specify a
period or periods of time following such termination of employment within which
the option may be exercised.

      10. Options Not Transferable. Except as otherwise provided by the Board of
Directors at any time, the right of any optionee to exercise any option granted
to him or her shall not be assignable or transferable by such optionee otherwise
than by will or the laws of descent and distribution or the rules thereunder,
and any such option shall be exercisable during the lifetime of such optionee
only by the optionee. Except as otherwise provided by the Board of Directors at
any time, any option granted under the Plan shall be null and void and without
effect upon the bankruptcy of the optionee to whom the option is granted, or
upon any attempted assignment or transfer, except as herein provided, including
without limitation any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition, attachment, divorce, trustee
process or similar process, whether legal or equitable, upon such option.

      11. Adjustments. Upon the occurrence of any of the following events, an
optionee's rights with respect to options granted to him or her hereunder shall
be adjusted as hereinafter provided, unless otherwise specifically provided in
the written agreement between the optionee and the Company relating to such
option:

      (a) Stock Dividends and Stock Splits. If the shares of Common Stock shall
be subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.



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<PAGE>

      (b) Consolidations or Mergers. If the Company is to be consolidated with
or acquired by another entity in a merger, sale of all or substantially all of
the Company's assets or otherwise (an "Acquisition"), the Board of Directors or
the board of directors of any entity assuming the obligations of the Company
hereunder (the "Successor Board"), shall, as to outstanding options, either (i)
make appropriate provision for the continuation of such options by substituting
on an equitable basis for the shares then subject to such options the
consideration then payable with respect to the outstanding shares of Common
Stock in connection with the Acquisition; or (ii) upon written notice to the
optionees, provide that all options must be exercised, to the extent then
exercisable, within a specified number of days of the date of such notice, at
the end of which period the options shall terminate; or (iii) terminate all
options in exchange for a cash payment equal to the excess of the fair market
value of the shares subject to such options (to the extent then exercisable)
over the exercise price thereof.

      (c) Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
subparagraph (b) above) pursuant to which securities of the Company or of
another corporation are issued with respect to the outstanding shares of Common
Stock, an optionee upon exercising an option shall be entitled to receive for
the purchase price paid upon such exercise the securities he would have received
if he had exercised his option prior to such recapitalization or reorganization.

      (d) Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to subparagraphs (a), (b) or (c) with respect to ISOs shall be
made only after the Board of Directors, after consulting with counsel for the
Company, determines whether such adjustments would constitute a "modification"
of such ISOs (as that term is defined in Section 424 of the Code) or would cause
any adverse tax consequences for the holders of such ISOs. If the Board of
Directors determines that such adjustments made with respect to ISOs would
constitute a modification of such ISOs, it may refrain from making such
adjustments.

      (e) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, each option will terminate immediately prior to
the consummation of such proposed action or at such other time and subject to
such other conditions as shall be determined by the Board of Directors, provided
that prior to such dissolution or liquidation, the vesting of any option shall
automatically accelerate as if such dissolution or liquidation is deemed to be a
Change of Control. For purposes of this Plan, a "Change in Control" shall be
deemed to have occurred if any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, who prior to such time
owned shares representing less than fifty percent (50%) of the voting power at
elections for the Board of Directors of the Company, shall acquire, whether by
purchase, exchange, tender offer, merger, consolidation or otherwise, such
additional shares of the Company's capital stock in one or more transactions, or
series of transactions, such that following such transaction or transactions,
such person or group and affiliates beneficially own fifty percent (50%) or more
of the voting power at elections for the Board of Directors of the Company.



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<PAGE>

      (f) Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.

      (g) Fractional Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such fractional
shares.

      (h) Adjustments. Upon the happening of any of the events described in
subparagraphs (a), (b) or (c) above, the class and aggregate number of shares
set forth in Section 2 hereof that are subject to options which previously have
been or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The Board of
Directors or the Successor Board shall determine the specific adjustments to be
made under this paragraph 11 and, subject to paragraph 3, its determination
shall be conclusive.

      If any person or entity owning restricted Common Stock obtained by
exercise of an option made hereunder receives shares or securities or cash in
connection with a corporate transaction described in subparagraphs (a), (b) or
(c) above as a result of owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which such shares or
securities or cash were issued, unless otherwise determined by the Board of
Directors or the Successor Board.

      12. No Special Employment Rights. Nothing contained in the Plan or in any
option granted under the Plan shall confer upon any option holder any right with
respect to the continuation of his employment by the Company (or any subsidiary)
or interfere in any way with the right of the Company (or any subsidiary),
subject to the terms of any separate employment agreement to the contrary, at
any time to terminate such employment or to increase or decrease the
compensation of the option holder from the rate in existence at the time of the
grant of an option.

      13. Withholding. The Company's obligation to (i) deliver shares upon the
exercise of any option granted under the Plan or (ii) make payments under
paragraph 11 hereof, shall be subject to the option holder's satisfaction of all
applicable Federal, state and local income, excise and employment tax
withholding requirements. The Company and employee may agree to withhold shares
of capital stock purchased upon exercise of an option to satisfy the
above-mentioned withholding requirements.


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<PAGE>

14.   Restrictions on Issue of Shares.

      (a) Notwithstanding the provisions of paragraph 7, the Company may delay
the issuance of shares covered by the exercise of an option and the delivery of
a certificate for such shares until one of the following conditions shall be
satisfied:

                  (i) The shares with respect to which such option has been
exercised are at the time of the issue of such shares effectively registered or
qualified under applicable Federal and state securities acts now in force or as
hereafter amended; or

                  (ii) Counsel for the Company shall have given an opinion,
which opinion shall not be unreasonably conditioned or withheld, that such
shares are exempt from registration and qualification under applicable Federal
and state securities acts now in force or as hereafter amended.

      (b) It is intended that all exercises of options shall be effective, and
the Company shall use its best efforts to bring about compliance with the above
conditions within a reasonable time, except that the Company shall be under no
obligation to qualify shares or to cause a registration statement or a
post-effective amendment to any registration statement to be prepared for the
purpose of covering the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.

     15. Purchase for Investment; Rights of Holder on Subsequent Registration.
Unless the shares to be issued upon exercise of an option granted under the Plan
have been effectively registered under the Securities Act of 1933, as now in
force or hereafter amended, the Company shall be under no obligation to issue
any shares covered by any option unless the person who exercises such option, in
whole or in part, shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel for the Company and
upon which, in the opinion of such counsel, the Company may reasonably rely,
that he or she is acquiring the shares issued pursuant to such exercise of the
option for his or her own account as an investment and not with a view to, or
for sale in connection with, the distribution of any such shares, and that he or
she will make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the Securities Act of
1933, or any other applicable law, and that if shares are issued without such
registration, a legend to this effect may be endorsed upon the securities so
issued. In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the Securities Act of 1933 or other applicable
statutes any shares with respect to which an option shall have been exercised,
or to qualify any such shares for exemption from the Securities Act of 1933 or
other applicable statutes, then the Company may take such action and may require
from each optionee such information in writing for use in any registration
statement, supplementary registration statement, prospectus, preliminary
prospectus or offering circular as is reasonably necessary for such purpose and
may require reasonable indemnity to the Company and its officers and directors
and controlling persons from such holder against all losses, claims, damages and
liabilities arising from such use of the information so furnished and caused by
any untrue statement of any material fact therein 



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<PAGE>

or caused by the omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

     16. Loans. The Company may make loans to optionees to permit them to
exercise options. If loans are made, the requirements of all applicable Federal
and state laws and regulations regarding such loans must be met.

     17. Approval of Stockholders. The Plan shall be subject to approval by the
vote of stockholders holding at least a majority of the voting stock of the
Company voting in person or by proxy at a duly held stockholders' meeting, or by
written consent of stockholders holding at least a majority of the voting stock
of the Company, prior to or within twelve (12) months after the adoption of the
Plan by the Board of Directors and shall take effect as of the date of adoption
by the Board of Directors upon such approval. The Board of Directors may grant
options under the Plan prior to such approval, but any such option shall become
effective as of the date of grant only upon such approval and, accordingly, no
such option may be exercisable prior to such approval.

     18. Termination and Amendment. Unless sooner terminated as herein provided,
the Plan shall terminate ten (10) years from the date upon which the Plan was
duly adopted by the Board of Directors of the Company. The Board of Directors
may at any time terminate the Plan or make such modification or amendment
thereof as it deems advisable; provided, however, that except as provided in
this paragraph 18, the Board of Directors may not, without the approval of the
stockholders of the Company obtained in the manner stated in paragraph 17,
increase the maximum number of shares for which options may be granted or change
the designation of the class of persons eligible to receive options under the
Plan. The Board of Directors may grant options hereunder after an amendment to
the Plan by the Board of Directors requiring shareholder approval under this
paragraph 18, but any such option shall become effective as of the date of grant
only upon such approval and, accordingly, no such option may be exercisable
prior to such approval. The Board of Directors may terminate, amend or modify
any outstanding option with or without the consent of the option holder,
provided, however, that, except as provided in paragraph 11, without the consent
of the optionee, the Board of Directors shall not change the number of shares
subject to an option, nor the exercise price thereof, nor extend the term of
such option.

     19. Reservation of Stock. The Company shall at all times during the term of
the Plan reserve and keep available such number of shares of stock as will be
sufficient to satisfy the requirements of the Plan and shall pay all fees and
expenses necessarily incurred by the Company in connection therewith.

     20. Limitation of Rights in the Option Shares. An optionee shall not be
deemed for any purpose to be a shareholder of the Company with respect to any of
the options except to the extent that the option shall have been exercised with
respect thereto, the exercise price shall have been paid in full, the optionee
shall have complied with all applicable provisions of the Plan and 



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<PAGE>

Agreement pursuant to which such option was granted and, in addition, a
certificate shall have been issued theretofore and delivered to the optionee.

     21. Notices. Any communication or notice required or permitted to be given
under the Plan shall be in writing, and mailed by registered or certified mail
or delivered by hand, if to the Company, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.

Adopted by the Board of Directors:   November 26, 1997

Adopted by the Stockholders:   November 26, 1997

Amended and Restated by the Board of Directors effective October 30, 1998
to (i) adjust the par value and share amounts for the stock split effective
April 23, 1998, and (ii) add paragraphs 7(c) and 8(e).

Amended by the Board of Directors and the Stockholders effective February 5,
1999 to increase the number of shares subject to the Plan.

                                      * * *



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