AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF RECAPITALIZATION

                                                            Exhibit (d)(15)


                              AMENDMENT NO. 3 TO
                    AGREEMENT AND PLAN OF RECAPITALIZATION

         AMENDMENT NO. 3 (the "Amendment"), dated as of December ___, 2002, by
and among Nortek Holdings, Inc., a Delaware corporation ("Nortek Holdings"),
Nortek, Inc., a Delaware corporation and a wholly owned subsidiary of Nortek
Holdings ("Nortek"), and K Holdings, Inc., a Delaware corporation ("K
Holdings"), to the Agreement and Plan of Recapitalization, dated as of June
20, 2002, as amended September 16, 2002 and November 20, 2002 (the
"Agreement") by and among Nortek, Nortek Holdings and K Holdings.

         WHEREAS, the parties hereto desire to enter into this Amendment so as
to make certain modifications to the Agreement;

         WHEREAS, the Board of Directors of Nortek Holdings (upon the
authorization of a Special Committee thereof consisting solely of
disinterested directors) and the Board of Directors of Nortek have approved
this Amendment and deem it advisable and in the best interests of their
respective companies and stockholders to enter into this Amendment;

         NOW, THEREFORE, for good and valuable consideration and in
consideration of the respective representations, warranties, covenants and
agreements set forth in the Agreement, the parties agree as follows:

                                  ARTICLE I

                             AMENDMENT; REFERENCES


         Section 1.1 Definitions; References. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the
Agreement. Each reference to "hereof", "herein", "hereunder", "hereby" and
"this Agreement" shall from and after the date hereof refer to the Agreement
as amended by this Amendment. Notwithstanding the foregoing, references to the
date of the Agreement, as amended hereby, shall in all instances remain as
June 20, 2002, and references to "the date hereof" and "the date of the
Agreement" shall continue to refer to June 20, 2002.


         Section 1.2 Exhibit Substitution.

         (a) Exhibit B to the Agreement is hereby amended by deleting such
exhibit in its entirety and replacing it with Exhibit B attached hereto.

ARTICLE II

                                 MISCELLANEOUS

         Section 2.1 Counterparts. This Amendment may be executed and
delivered (including by facsimile transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which
when executed and delivered shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.

         Section 2.2 Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and
year first above written.

                                     NORTEK, INC.


                                     By: _________________________
                                         Name:  Xxxxx X. Xxxxxxxx
                                         Title: Vice President,
                                                General Counsel and Secretary


                                     NORTEK HOLDINGS, INC.


                                     By: _________________________
                                         Name:  Xxxxx X. Xxxxxxxx
                                         Title: Vice President,
                                                General Counsel and Secretary


                                     K HOLDINGS, INC.


                                     By: _________________________
                                         Name:  Xxxxx X. Xxxxxxx XX
                                         Title: Vice President