EXHIBIT 10.1
March 11, 1997
Revised March 13, 1997


Mitchell J. Lahr
26425 Pheasant Run Drive
Mundelein, IL  60060

Dear Mitch:

I am excited about your accepting the challenge to join the Morgan team as Chief
Administrative  Officer as we gear up our efforts to accelerate  our  turnaround
program  and move  forward  with our  acquisition  strategy.  I know  that  your
strengths and energy level are a good match for what needs to be addressed. I am
looking forward to having a hard charging team that can have some fun as we work
together to increase value for our shareholders.

I have contacted Doug Calvin who is the managing  partner for Price  Waterhouse,
our auditing  firm.  He is prepared to meet with you in Chicago and brief you on
our business from his  perspective.  In addition,  he has assured me that he and
his firm can assist  you with  those  functions  that are  related to  reporting
requirements.  I feel very  comfortable  with  managing  investor  relations and
getting you involved in that effort. In addition, I will be having Frode Jensen,
our chief legal counsel,  contacting you to review the legal aspects relative to
the responsibilities that you will have from a public company perspective.  Both
of these  individuals  who will contact you have been involved with the business
for several years and are "straight shooters" that you can trust.

The  following  is a summary of your  employment  offer that we have  previously
discussed:


Base salary--$225,000

o.1997 bonus guarantee--50% of base ($112,500)

o. Standard bonus program is 50% target, 75% maximum

o. Stock options 100,000 at market price; 50% vested in 12 months, 50% vested in
   24 months

o. Employment contract for two years with a minimum severance of  one year

o. Company car per our program, or equivalent allowance, grossed up for personal
   use

o. Country club membership, or equivalent

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Mitchell J. Lahr
March 11, 1997
Page 2


o    You are eligible to  participate in the newly created  long-term  incentive
     plan for the executive group. For the CFO position,  the annualized goal is
     $85,000.  I am  recommending  your goal at  $100,000.  This is a three year
     rolling plan with full payout at the end of three  years,  i.e. in February
     2000 and every year thereafter.

o    Standard moving policy  covering  moving  expenses  associated with sale of
     home, purchase of home,  temporary living expenses,  and a moving allowance
     of no less than one months  salary.  We will also  guarantee no loss on the
     sale of your existing residence.

o    A  benefits  package  comparable  to the other  executives  including  life
     insurance of 4x base,  executive  disability insurance of approximately 70%
     of base, 401K with executive deferral, health insurance, etc.

o    Change of control will be between 1.5x and 2.0x of base plus average  bonus
     plus benefits.

Mitch, I believe this covers what we have  discussed.  If you have any question,
please give me a call.  Pam and I look forward to seeing you and your family and
giving you whatever help we can as you relocate to a WARMER CLIMATE.

Best regards,

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



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