EXHIBIT 10.2

March 21, 1997



Mr. Darrell J. Olson
5123 Ravenswood Lane
Racine, WI  53402

RE:   Employment Offer for Darrell J. Olson

Dear Darrell:

I am looking forward to having you as a key member of the Morgan Products,  Ltd.
management  team.  You and I had the  opportunity to be a part of a truly unique
management team at Mirro/Foley that created a synergistic  environment where 2 +
2 = 5. The  critical  components  of that  environment  were:  team members with
outstanding  skills sets in the key core  competency  areas,  a common  business
philosophy,   the  maturity  to  allow  a  problem   solving   process   without
organizational  boundaries, and the confidence in ourselves and the trust in our
team  members  that  allowed  us to  focus  all of our  energies  on  increasing
shareholder  value. We are ready to take that step at Morgan, and I know you can
help me create  the bond  that will  enable  us to work  hard,  get  outstanding
results, and have a lot of fun while we are doing it!

I am in the process of finalizing a start date which will be predicated  both on
your  availability  and the  finalization  of some legal issues  relative to the
incumbent.  However my target is around the week of April 7, 1997.  I would also
like you to meet Frank  Hawley,  the  Chairman  of the Board,  at your  earliest
convenience.  Your meeting with Frank is not a prerequisite  to your  employment
offer.  It just gives you the opportunity to meet Frank and discuss his level of
support for me and his vision for our business.

As we have discussed, your position has dual responsibilities for both corporate
activities  and  divisional  activities.  You will  report  to me for  corporate
responsibilities  related to policy and HR strategy and to Dave Braun for Morgan
Distribution  responsibilities.  The Director of HR at Morgan Manufacturing will
have dotted line  responsibility  to you. It goes without  saying that you and I
together  will have the final say on all HR issues.  In an effort to develop the
optimum  mix of cost  and  service  for HR  activities  , we will  evaluate  out
sourcing applicable HR activities.



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Darrell J. Olson
March 21, 1997
Page 2

The following is a general summary of you employment offer:

o Position:  Vice President of Human  Resources,  Morgan  Products Ltd. & Morgan
  Distribution

o Base Salary: $140,000.

o 1997 bonus guarantee: $50,000.

o Normal bonus plan: 50% target, 75% max.

o Stock Options: 50,000. (50% vest in 12 months, 50% vest in 24 months)

o Severance:  24  months  starting  with  date of hire  reducing  to a 12 month
  minimum.

o Company car per our program ( Grossed up for personal use)

o Club membership per our plan, or equivalent to help offset any loss on sale of
  home.

o Participation in our newly created long term incentive plan.  (max.  potential
  approx. $50,000/yr)

o Standard  move  policy  covering  expenses  associated  with the sale of home,
  purchase of home, temporary living expenses, moving allowance equal to one 
  month base pay. We will provide some  protection on a loss associated with the
  sale of your home.

o A benefits package  comparable to the other senior  executives  including life
  insurance of 4x base with some co-pay, exec.  Disability of approximately 70% 
  of base,  401K  with executive deferral, health insurance (waive  pre-existing
  conditions), four weeks vacation.

o Change of control: approx. 1.5x base and average bonus.


Darrell,  I think  this  covers  what we have  discussed,  but if you  have  any
questions  do not  hesitate  to call  me.  I have  also  included  a copy of our
strategies which are in the process of being reviewed and a benefits package.  I
confident  that we will all have a lot of fun as we work  together  to  increase
value for the  Morgan  shareholders.  I look  forward to seeing you and Jan this
week-end.

Best regards,


/s/ Larry R. Robinette
Larry R. Robinette
President and Chief Executive Officer

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