Exhibit (d)(12)





                            NORTEK HOLDINGS, INC.
                           2002 STOCK OPTION PLAN

                           STOCK OPTION AGREEMENT


Name of Holder:                     [RLB]

Optioned Shares:


         [Class A Option]           ____________     shares of Common Stock

         [Class B Option]           ____________     shares of Common Stock


Per Share Option Price:             $___________


Option Grant Date:                  ____________, 2002


Option Termination Date             ____________, 2012


Vesting Schedule                    As set forth in the Plan







         This Stock Option Agreement (this "Agreement") is executed and
delivered as of the Option Grant Date by and between North Holdings, Inc.
(the "Company") and the Holder. The Holder and the Company hereby agree as
follows:

1.   The Company, pursuant to the North Holdings, Inc. 2002 Stock Option
     Plan (the "Plan"), which is incorporated herein by reference, and
     subject to the terms and conditions thereof, hereby grants (A) a Class
     A Option to purchase ________ shares of Common Stock at the Per Share
     Option Price (the "Class A Option") and (B) a Class B Option to
     purchase _______ shares of Common Stock at the Per Share Option Price
     (the "Class B Option).

2.   The Class A Option and Class B Option granted hereby shall each be
     treated as nonqualified stock options under the Internal Revenue Code.

3.   Other than as explicitly provided in Section 4 and Section 5 of this
     Agreement, the Class A Option and Class B Option granted hereby shall
     be governed by the terms set forth in the Plan.

4.   Notwithstanding anything set forth in Section 8(b)(i) of the Plan, the
     Class B Option granted hereby shall be exercisable for that number of
     shares as calculated pursuant to Schedule I of the Plan; provided,
     that, and as a condition to such exercise, (A) the conditions set
     forth in clauses (w), (x), and (y) of such Section 8(b)(i) of the Plan
     shall have been satisfied and (B) the Holder is or has been a
     director, officer, consultant or employee of the Company or any of its
     Affiliates at any time during the 90 day period preceding the Exit
     Event or the Liquidity Event, as appropriate.

5.   Notwithstanding anything set forth in Section 8(b)(ii) of the Plan, in
     the event of a termination of employment or service by reason of the
     Holder's death, the Class B Option granted hereby may be exercised by
     the Holder's executor, administrator or the person to whom the Class B
     Option is transferred by will or the applicable laws of descent and
     distribution, at any time within the one year period ending with the
     first anniversary of the Holder's death, and shall thereupon
     terminate. If the termination of employment or service is on account
     of the Holder's Retirement with the consent of the Committee (after
     attainment of age 65) or Disability, the Class B Option may be
     exercised by the Holder at any time, subject to Section 10 of the
     Plan.

6.   The Class A Option and Class B Option granted hereby shall each
     terminate, subject to the provisions of the Plan, no later than at the
     close of business on the Termination Date.

7.   The Holder shall comply with and be bound by all the terms and
     conditions contained in the Plan, including, without limitation, as a
     condition to exercise of the Class A Option and Class B Option granted
     hereby, the execution of a copy of the Stockholders Agreement pursuant
     to Section 13 of the Plan. Following the Holder's execution of a copy
     of the Stockholders Agreement, the Holder shall comply with and be
     bound by all the terms and conditions contained in the Plan and the
     Stockholders Agreement.

8.   The obligation of the Company to sell and deliver any stock under this
     Option is specifically subject to all provisions of the Plan, the
     Stockholders Agreements and all applicable laws, rules, regulations
     and governmental and stockholder approvals.

9.   Any notice by the Holder to the Company hereunder shall be in writing
     and shall be deemed duly given only upon receipt thereof by the
     Company at its principal offices. Any notice by the Company to the
     Holder shall be in writing and shall be deemed duly given if mailed to
     the Holder at the address last specified to the Company by the Holder.

10.  All defined terms used in this Agreement but not otherwise defined
     herein shall mean as set forth in the Plan.

11.  The validity and construction of this Agreement shall be governed by
     the laws of the State of Delaware.