WAIVER AND TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT



     THIS WAIVER AND TWELFTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this "Amendment") is made as of February 21, 1997, by
and between TOASTMASTER INC., a Missouri corporation ("Borrower")
and FLEET CAPITAL CORPORATION, a Rhode Island corporation
("Lender").

                     PRELIMINARY STATEMENTS:

     A.   Borrower and Lender are parties to that certain Loan
and Security Agreement dated as of November_19, 1993, (as amended
from time to time, the "Loan Agreement").  Capitalized terms used
but not defined herein shall have the meanings given them in the
Loan Agreement.

     B.   Borrower and Lender now desire to amend certain
provisions of the Loan Agreement on and subject to the terms
hereof.

                        TERMS OF AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the
mutual promises and agreements hereinafter set forth, the parties
hereto agree as follows:

     1.   Waiver.  The Lender hereby waives the provisions of
Section 9.3(A) of the Loan Agreement [RELATING TO MINIMUM
ADJUSTED TANGIBLE NET WORTH] for the Borrower's calendar year
ending December 31, 1996 to the extent the Borrower achieved an
Adjusted Tangible Net Worth of $35,350,000 for such period, and
the Loan Agreement requires the Adjusted Tangible Net Worth to be
no less than $37,000,000 for such period.

     2.   Amendment to Loan Agreement.  The Loan Agreement is
hereby amended by deleting Section 9.3 thereof [RELATING TO
FINANCIAL COVENANTS] in its entirety and replacing it with the
following:

          9.3. Specific Financial Covenants.  During the term of
     this Agreement, and thereafter for so long as there are any
     Obligations to Lender, Borrower covenants that, unless
     otherewise consented to by Lender in writing, it shall:

          (A)  Minimum Adjusted Tangible Net Worth.  Maintain at
     all times during the periods set forth below an Adjusted
     Tangible Net Worth of not less than the amounts set forth
     below:


<PAGE>


          Period                      Amount

 
   1/1/97 through 12/31/97         $32,000,000

   1/1/98 through 12/31/98         $32,400,000

   1/1/99 through 12/31/99         $33,300,000

   1/1/2000 through 12/31/2000     $34,700,000

   1/1/2001 and thereafter         $36,100,000
    through the term of the
     Agreement


          (B) Current Ratio.  Maintain at all times a ratio of
     Current Assets to Current Liabilities of not less than 2.25
     to 1.0.

          (BB) Minimum Availability.  Maintainat all times an
     excess of the Borrowing Base over the total amount of
     Revolving Credit Loans outstanding hereunder of at least
     Five Million Dollars ($5,000,000).

          (C) Quarterly Pre-Tax Earnings.  Achieve Adjusted Net
     Earnings from Operations plus Federal, State and local
     income taxes deducted in the computation thereof of not less
     than the amounts shown below at the end of the corresponding
     time period (in the case of an indicated periodic loss, the
     actual loss shall be not greater than the indicated loss)

                    Period                          Amount

          January 1 through March 31          ($3,300,000)(loss)
          January 1 through June 30           ($4,500,000)(loss)
          January 1 through September 30      ($2,575,000)(loss)


          (D) Annual Profitability.  Achieve Adjusted Net
     Earnings from Operations of not less than the amounts set
     forth below for the periods set forth below:



<PAGE>



          Period                      Amount

   fiscal year ending 12/31/97     $1,200,000
 
   fiscal year ending 12/31/98     $1,500,000

   fiscal year ending 12/31/99     $2,000,000
     and thereafter through
     the term of the Agreement
   

     3.   Consent of Participants.  This Amendment shall not be
effective until Lender shall have received an executed consent to
the terms hereof from both Harris Trust and Savings Bank and
Firstar Financial Services, a Division of Firstar Bank Milwaukee,
N.A., in form and substance satisfactory to Lender and its
counsel.

     4.   No Claims; Liens Unimpaired.  Borrower acknowledges
that, as of the date hereof, it has no actual knowledge of any
existing claims, defenses (personal or otherwise) or rights of
setoff or recoupment whatsoever with respect to the Loan
Agreement or any of the other Loan Documents.  Borrower agrees
that this Amendment in no way acts as a release or relinquishment
of any Liens in favor of the Lender securing payment of any of
the Obligations.

     5.   No Other Amendments or Waivers.  Except as expressly
set forth herein, there are no other agreements or
understandings, written or oral, between Borrower and Lender
relating to the Loan Agreement and/or the other Loan Documents
that are not fully and completely set forth or described herein. 
Except to the extent specifically amended hereby, all terms and
provisions of the Loan Agreement and the other Loan Documents
shall remain in full force and effect in accordance with their
respective terms, and no provisions thereof have been waived,
except as specifically set forth herein.

     6.   Further Assurances.  Borrower agrees to execute such
other and further documents and instruments as Lender may request
to implement the provisions of this Amendment. 

     7.   Amendments.  No provision of this Amendment may be
amended, modified or waived, except by an instrument in writing
signed by the Lender.

     8.   Counterparts; Faxed Signatures.  This Amendment may be
executed in one or more counterparts and by different parties on
different counterparts, each of which shall be deemed an original
instrument and all of which taken together shall constitute one
and the same agreement.  A signature of a party delivered by
telecopy or other electronic communication shall constitute an
original signature of such party.


<PAGE>



     9.   Incorporation by Reference; Statement Required by
Section 432.045, Mo. Rev. Stat.  

          (a)  Each of the Notes and the other Loan Documents is
     incorporated herein in full by this reference, provided,
     however, that if there is any inconsistency between this
     Amendment and such other Loan Documents (as amended by this
     Amendment), this Amendment shall govern.

          (B)  ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
     EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A
     DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT
     ENFORCEABLE.  TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR)
     FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE
     REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,
     WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
     AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
     WRITING TO MODIFY IT.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed on the date specified at the
beginning hereof.


                              TOASTMASTER INC.



                              By:_____________________________
                                 Name:
                                 Title:


                              FLEET CAPITAL CORPORATION



                              By:_____________________________
                                 Name:
                                 Title: