EXHIBIT 10.1

                                                         CONFORMED TO REFLECT
                                                              9/96 AMENDMENTS

                           DIAMOND HOME SERVICES, INC.

                           INCENTIVE STOCK OPTION PLAN

     1.  PURPOSE.  The Diamond Home Services, Inc. Incentive Stock Option Plan
(the "Plan") is intended to provide incentives which will attract and retain
highly competent persons as officers and key employees of Diamond Home Services,
Inc. and its subsidiaries (collectively the "Company"), by providing them
opportunities to acquire shares of Common Stock of the Company ("Common Stock")
or to receive monetary payments based on the value of such shares pursuant to
the Awards described herein.

     2.  ADMINISTRATION.  The Plan will be administered by the Compensation
Committee (the "Committee") appointed by the Board of Directors of the Company
from among its members which shall be comprised of not less than two non-
employee members of the Board; provided, however, that as long as the Common
Stock of the Company is registered under the Securities Exchange Act of 1934,
members of the Committee must qualify as disinterested persons within the
meaning of Securities and Exchange Commission Regulation Section 240.16b-3. The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and interpretations and to take such
action in connection with the Plan and any Awards granted hereunder as it deems
necessary or advisable.  All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants and their legal
representatives.  No member of the Board, no member of the Committee and no
employee of the Company shall be liable for any act or failure to act hereunder,
by any other member or employee or by any agent to whom duties in connection
with the administration of this Plan have been delegated or, except in
circumstances involving his or her bad faith, gross negligence or fraud, for any
act or failure to act by such member of the Board or employee.  

     3.  PARTICIPANTS.  Participants will consist of such officers and key
employees of the Company as the Committee in its sole discretion determines to
be significantly responsible for the success and future growth and profitability
of the Company and whom the Committee may designate from time to time to receive
Awards under the Plan.  Designation of a participant in any year shall not
require the Committee to designate such person to receive an Award in any other
year or, once designated, to receive the same type or amount of Awards as
granted to the participant in any year.  The Committee shall consider such
factors as it deems pertinent in selecting participants and in determining the
amount and type of their respective Awards.  

     4.  TYPES OF AWARDS.  Awards under the Plan may be granted in any one or a
combination of (a) Stock Options, (b) Stock Appreciation Rights, or (c) Stock
Awards, all as described below (collectively "Awards").

     5.  SHARES RESERVED UNDER THE PLAN.  There is hereby reserved for issuance
under the Plan an aggregate of Six Hundred Twenty Thousand (620,000) shares of
Common Stock, which may be authorized but unissued or treasury shares.  Any
shares subject to an Award hereunder may thereafter be subject to new Awards
under this Plan if there is a lapse, cancellation, expiration, or termination of
any such Awards prior to issuance of the shares or if shares are issued under
such Awards and thereafter are reacquired by the Company pursuant to rights
reserved by the Company upon issuance thereof.

     6.  STOCK OPTIONS.  "Stock Options" will consist of awards from the
Company, in the form of agreements, which will enable the holder to purchase a
specific number of shares of Common Stock, at set terms and at a fixed purchase
price.    Stock Options may be "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code ("Incentive Stock Options") or Stock
Options which do not constitute Incentive Stock Options ("Nonqualified Stock
Options").  The Committee will have the authority to grant to any participant
one or more Incentive Stock Options, Nonqualified Stock Options, or both types
of Stock Options (in each case with or without Stock Appreciation Rights).  Each
Stock Option shall be subject to such terms and conditions consistent with the
Plan as the Committee may impose from time to time, subject to the following
limitations:

          (A)  EXERCISE PRICE.  Each Stock Option granted hereunder shall
     have such per-share exercise price as the Committee may determine at
     the date of grant provided, however, that the per-share exercise price
     for Incentive Stock Options shall not be less than 100% of the Fair
     Market Value of the Common Stock on the date the option is granted and
     provided further that the per-share exercise price for Nonqualified
     Stock Options shall not be less than 85% of the Fair Market Value of
     the Common Stock on the date the option is granted.

          (B)  PAYMENT OF EXERCISE PRICE.  The option exercise  price may
     be paid by check or, in the discretion of the Committee, by the
     delivery of shares of Common Stock of the Company then owned by the
     participant; provided, however, that option agreements may provide
     that payment of the exercise price by delivery of shares of Common
     Stock of the Company then owned by the participant may be made only if
     such payment does not result in a charge to earnings for financial
     accounting purposes as determined by the Committee.  In the discretion
     of the Committee, payment may also be made by delivering a properly
     executed exercise notice to the Company together with a copy of
     irrevocable instructions to a broker to deliver promptly to the
     Company the amount of sale or loan proceeds to pay the exercise price. 
     To facilitate the foregoing, the Company may enter into agreements for
     coordinated procedures with one or more brokerage firms.

          (C)  EXERCISE PERIOD.  Stock Options granted under the Plan shall
     be exercisable at such time or times and subject to such terms and
     conditions as shall be determined by the Committee, provided, however
     that no Stock Options shall be exercisable later than ten years after
     the date they are granted.  All Stock Options shall terminate at such
     earlier times and upon such conditions or circumstances as the
     Committee shall in its discretion set forth in such option at the date
     of grant.

          (D)  LIMITATIONS ON INCENTIVE STOCK OPTIONS.  Incentive Stock
     Options may be granted only to participants who are employees of the
     Company or one of its subsidiaries (within the meaning of
     Section 424(f) of the Internal Revenue Code) at the date of grant. 
     The aggregate Fair Market Value (determined as of the time the option
     is granted) of the Common Stock with respect to which Incentive Stock
     Options are exercisable for the first time by a participant during any
     calendar year (under all option plans of the Company) shall not exceed
     $100,000.  Incentive Stock Options may not be granted to any
     participant who, at the time of grant, owns stock possessing (after
     the application of the attribution rules of Section 424(d) of the
     Code) more than 10% of the total combined voting power of all classes
     of stock of the Company, unless the option price is fixed at not less
     than 110% of the Fair Market Value of the Common Stock on the date of
     grant and the exercise of such option is prohibited by its terms after
     the expiration of five years from the date of grant of such option.

          (E)  REDESIGNATION AS NON-QUALIFIED STOCK OPTIONS.  Options
     designated as "incentive stock options" that fail to continue to meet
     the requirements of Section 422 of the Internal Revenue Code shall be
     redesignated as non-qualified options for Federal income tax purposes
     automatically without further action by the Committee on the date of
     such failure to continue to meet the requirements of Section 422 of
     the Code.

          (F)  LIMITATION OF RIGHTS IN SHARES.  The recipient of a Stock
     Option shall not be deemed for any purpose to be a stockholder of the
     Company with respect to any of the shares subject thereto except to
     the extent that the Stock Option shall have been exercised and, in
     addition, a certificate shall have been issued and delivered to the
     participant.

          (G)  INDIVIDUAL LIMITATION ON NUMBER OF SHARES.  The number of
     shares subject to Stock Options which may be granted during any
     calendar year to any one participant shall not exceed three hundred
     thousand (300,000) shares.

     7.  STOCK APPRECIATION RIGHTS.  The Committee may, in its discretion, grant
Stock Appreciation Rights to the holders of any Stock Options granted hereunder.
In addition, Stock Appreciation Rights may be granted independently of and
without relation to options.  Each Stock Appreciation Right shall be subject to
such terms and conditions consistent with the Plan as the Committee shall impose
from time to time, including the following:

          (A)  A Stock Appreciation Right relating to a Nonqualified Stock
     Option may be made part of such option at the time of its grant or at
     any time thereafter up to six months prior to its expiration, and a
     Stock Appreciation Right relating to an Incentive Stock Option may be
     made part of such option only at the time of its grant.

          (B)  Each Stock Appreciation Right will entitle the holder to
     elect to receive the appreciation in the Fair Market Value of the
     shares subject thereto up to the date the right is exercised, subject
     to paragraph (c) below.  In the case of a right issued in relation to
     a Stock Option, such appreciation shall be measured from not less than
     the option price and in the case of a right issued independently of
     any Stock Option, such appreciation shall be measured from not less
     than 85% of the Fair Market Value of the Common Stock on the date the
     right is granted.  Payment of such appreciation shall be made in cash
     or in Common Stock, or a combination thereof, as set forth in the
     award, but no Stock Appreciation Right shall entitle the holder to
     receive, upon exercise thereof, more than the number of shares of
     Common Stock (or cash of equal value) with respect to which the right
     is granted.

          (C)  Each Stock Appreciation Right will be exercisable at the
     times and to the extent set forth therein, but no Stock Appreciation
     Right may be exercisable later than the earlier of (i) the term of the
     related option, if any, or (ii) fifteen years after it was granted. 
     Exercise of a Stock Appreciation Right shall reduce the number of
     shares issuable under the Plan (and the related option, if any) by the
     number of shares with respect to which the right is exercised.

          (D)  The number of shares subject to Stock Appreciation Rights
     which may be granted during any calendar year to any one participant
     shall not exceed three hundred thousand (300,000) shares.

     8.  STOCK AWARDS.  Stock Awards will consist of Common Stock transferred to
participants without other payment therefor as additional compensation for
services rendered or to be rendered to the Company.  Stock Awards shall be
subject to such terms and conditions as the Committee determines appropriate,
including, without limitation, restrictions on the sale or other disposition of
such shares and rights of the Company to reacquire such shares for no
consideration upon termination of the participant's employment within specified
periods.  The Committee may require the participant to deliver a duly signed
stock power, endorsed in blank, relating to the Common Stock covered by such an
Award.  The Committee may also require that the stock certificates evidencing
such shares be held in custody until the restrictions thereon shall have lapsed.
Except as otherwise provided in the written Stock Award, each participant shall
have, with respect to the shares of Common Stock subject to a Stock Award, all
of the rights of a holder of shares of Common Stock of the Company, including
the right to receive dividends and to vote the shares.

     9.  ADJUSTMENT PROVISIONS.

     (A)  If the Company shall at any time change the number of issued shares of
Common Stock without new consideration to the Company (such as by stock
dividend, stock split, recapitalization, reorganization, exchange of shares,
liquidation, combination or other change in corporate structure affecting the
Common Stock) or make a distribution of cash or property which has a substantial
impact on the value of issued Common Stock, the total number of shares available
for Awards under this Plan shall be appropriately adjusted and the number of
shares covered by each outstanding Award and the reference price or Fair Market
Value for each outstanding Award shall be adjusted so that the net value of such
Award shall not be changed.

     (B)  In the case of any sale of assets, merger, consolidation, combination
or other corporate reorganization or restructuring of the Company with or into
another corporation which results in the outstanding Common Stock being
converted into or exchanged for different securities, cash or other property, or
any combination thereof (an "Acquisition"), subject to the provisions of this
Plan and any limitation applicable to the Award:

          (I)  any Participant to whom a Stock Option has been granted
     shall have the right thereafter and during the term of the Stock
     Option, to receive upon exercise thereof the Acquisition Consideration
     (as defined below) receivable upon the Acquisition by a holder of the
     number of shares of Common Stock which might have been obtained upon
     exercise of the Stock Option or portion thereof, as the case may be,
     immediately prior to the Acquisition; and

          (II)  any Participant to whom a Stock Appreciation Right has been
     granted shall have the right thereafter and during the term of such
     right to receive upon exercise thereof the difference on the exercise
     date between the aggregate Fair Market Value of the Acquisition
     Consideration receivable upon such acquisition by a holder of the
     number of shares of Common Stock which are covered by such right and
     the aggregate reference price of such right.

The term "Acquisition Consideration" shall mean the kind and amount of
securities, cash or other property or any combination thereof receivable in
respect of one share of Common Stock upon consummation of an Acquisition.

     (C)  Notwithstanding any other provision of this Plan, the Committee may
authorize the issuance, continuation or assumption of Awards or provide for
other equitable adjustments after changes in the Common Stock resulting from any
other merger, consolidation, sale of assets, acquisition of property or stock,
recapitalization, reorganization or similar occurrence upon such terms and
conditions as it may deem equitable and appropriate.

     (D)  In the event that another corporation or business entity is being
acquired by the Company, and the Company assumes outstanding employee stock
options and/or stock appreciation rights and/or the obligation to make future
grants of options, rights or other stock based awards to employees of the
acquired entity, the aggregate number of shares of Common Stock available for
Awards under this Plan shall be increased accordingly.

     10.  NONTRANSFERABILITY.  

     (A)  Each Award granted under the Plan to a participant shall not be
transferable by him otherwise than by law or by will or the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him.  In
the event of the death of a participant while the participant is rendering
services to the Company, each Award theretofore granted to him shall be
exercisable during the period specified in the written Award (but not beyond the
stated duration of the Award) and then only: (i) by the executor or
administrator of the estate of the deceased participant or the person or persons
to whom the deceased participant's rights under the Award shall pass by will or
the laws of descent and distribution; and (ii)  to the extent that the deceased
participant was entitled to do so at the date of his death.  

     (B)  Notwithstanding Section 10(a), in the discretion of the Committee,
Awards granted hereunder may be transferred to members of the participant's
immediate family (which for purposes of this Plan shall be limited to the
participant's children, grandchildren and spouse), or to one or more trusts for
the benefit of such family members or partnerships in which such family members
and/or trusts are the only partners, but only if the Award expressly so
provides.

     11.  OTHER PROVISIONS.  Awards under the Plan may also be subject to such
other provisions (whether or not applicable to the Award granted to any other
participant) as the Committee determines appropriate, including without
limitation, provisions for the installment purchase of Common Stock under Stock
Options, provisions for the installment exercise of Stock Appreciation Rights,
provisions to assist the participant in financing the acquisition of Common
Stock, provisions for the forfeiture of, or restrictions on resale or other
disposition of Shares acquired under any form of Award, provisions for the
acceleration of vesting and/or the payment of the value of Awards to
participants in the event of a change of control of the Company, provisions for
the forfeiture of, or provisions to comply with Federal and state securities
laws, or understandings or conditions as to the participant's employment in
addition to those specifically provided for under the Plan.

     12.  FAIR MARKET VALUE.  For purposes of this Plan and any Awards awarded
hereunder, Fair Market Value of Common Stock shall be the mean between the
highest and lowest sale prices for the Company's Common Stock as reported in The
Wall Street Journal under the heading "NASDAQ National Market" (or equivalent
recognized source of quotations) on the date of calculation (or on the next
preceding trading date if Common Stock was not traded on the date of
calculation), provided, however, that if the Company's Common Stock is not at
any time listed for trading on the NASDAQ National Market System, Fair Market
Value shall mean the amount determined in good faith by the Committee as the
fair market value of the Common Stock of the Company.

     13.  WITHHOLDING.  All payments or distributions made pursuant to the Plan
shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements.  If the Company proposes
or is required to distribute Common Stock pursuant to the Plan, it may require
the recipient to remit to it an amount sufficient to satisfy applicable federal,
state and local tax withholding requirements, if any, prior to the delivery of
any certificates for such Common Stock.  The Committee may, in its discretion
and subject to such rules as it may adopt, permit an optionee or award holder to
pay all or a portion of the federal, state and local withholding taxes arising
in connection with (i) the exercise of a Stock Option, or (ii) the receipt of a
Stock Award, by electing to have the Company withhold shares of Common Stock
having a Fair Market Value equal to the amount to be withheld.

     14.  TENURE.  A participant's right, if any, to continue to serve the
Company as an officer, employee, or otherwise, shall not be enlarged or
otherwise affected by his or her designation as a participant under the Plan,
nor shall this Plan in any way interfere with the right of the Company, 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
participant from the rate in existence at the time of the grant of an Award.

     15.  DURATION, AMENDMENT AND TERMINATION.  No Award shall be granted after
December 31, 2005; provided, however, that the terms and conditions applicable
to any Award granted prior to such date may thereafter be amended or modified by
mutual agreement between the Company and the participant or such other persons
as may then have an interest therein.  Also, by mutual agreement between the
Company and a participant hereunder or under any other present or future plan of
the Company, Awards may be granted to such participant in substitution and
exchange for, and in cancellation of, any Awards previously granted such
participant under this Plan, or any other present or future plan of the 
Company.  The Board of Directors may amend the Plan from time to time or 
terminate the Plan at any time provided, however, that no action authorized by
this paragraph shall change the terms and conditions of any existing Award 
without the participant's consent.  No amendment of the Plan shall, without 
approval of the stockholders of the Company (i) result in any member of the 
Committee losing his or her status as a disinterested person under Securities
and Exchange Commission Rule 16b-3 to the extent applicable; or (ii) result in 
the Plan losing its status as a protected plan under Securities and Exchange 
Commission Rule 16b-3 to the extent applicable.  

     16.  GOVERNING LAW.  This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Illinois (regardless of the law that might otherwise govern under applicable
Illinois principles of conflict of laws).

     17.  STOCKHOLDER APPROVAL.  The Plan was adopted by the Board of Directors
of the Company on April 8, 1996.  The Plan and any Stock Options granted
hereunder shall be null and void if stockholder approval is not obtained within
twelve (12) months of the adoption of the Plan by the Board of Directors.