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                                                              Exhibit 10.2

                    INDEMNIFICATION AGREEMENT

     INDEMNIFICATION AGREEMENT dated September 17, 1996 (the "AGREEMENT"), 
between MORGAN PRODUCTS LTD., a Delaware corporation (the "CORPORATION"), and 
David A. Braun, an officer of the Corporation (the "the INDEMNITEE").

     WHEREAS, the ability to attract and retain competent and experienced 
persons to serve as directors and officers of the Corporation is in the best 
interests of the Corporation and its stockholders, and the Corporation's 
ability to attract and retain such persons will be enhanced by providing both 
its current and prospective directors and officers with indemnification 
agreements as permitted by Delaware law so that such persons will be willing 
to serve or continue to serve the Corporation;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. GENERAL INDEMNIFICATION. It is the intention of the parties 
hereto that the Corporation shall be required to indemnify the Indemnitee to 
the fullest extent permitted by the law (both statutory and common) of the 
State of Delaware as now or hereafter in effect.  Therefore, in addition to 
the indemnification and advancement of expenses specifically provided elsewhere 
herein, the Corporation shall indemnify and hold the Indemnitee harmless in 
connection with any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative, and 
including any action brought by or in the right of the Corporation, to which 
the Indemnitee is, was or at any time becomes a party, or is threatened to be 
made a party, by reason of the fact that he is or was or has agreed to become 
a director, officer, employee or agent of the Corporation, or is or was 
serving or has agreed to serve at the request of the Corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, or by reason of any action alleged 
to have been taken or omitted in any such capacity, against all costs, 
charges, expenses (including attorneys' fees and costs), judgments, fines and 
amounts paid in settlement actually and reasonably incurred by him or on his 
behalf in connection with such action, suit or proceeding and any appeal 
therefrom, to the fullest extent then permitted by the law (both  statutory 
and common) of the State of Delaware as now or hereafter in effect, 
notwithstanding that such indemnification is not specifically mandated or 
authorized by the other provisions of this Agreement, the Corporation's 
By-Laws or Certificate of Incorporation or otherwise and notwithstanding that 
the legal basis for such indemnification may have arisen subsequent to the 
act, occurrence or omission with respect to which indemnification is being 
sought.

     SECTION 2. THIRD PARTY ACTIONS. The Corporation shall indemnify and hold 
the Indemnitee harmless in connection with any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative 
or investigative (other than an action by or in the right of the Corporation 
and covered by Section 3 hereof) to which the Indemnitee is, was or at any 
time becomes a party, or is threatened to be made a party, by reason of the 
fact that he is or was or has agreed to become a director, officer, employee 
or agent of the Corporation, or is or was serving or has agreed to serve at 
the request of the Corporation as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
or by reason of any action alleged to have been taken or omitted in any such 
capacity, against all costs, charges, expenses (including attorneys' fees and 
costs), judgments, fines and amounts paid in settlement actually and 
reasonably incurred by him or on his behalf in connection with such action, 
suit or proceeding and any appeal therefrom, if the Indemnitee acted in good 
faith and in a manner he reasonably believed to be in or not opposed to the 
best interests of the Corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe that his conduct was unlawful.

     SECTION 3. ACTIONS IN RIGHT OF CORPORATION. The Corporation shall 
indemnify and hold the Indemnitee harmless in connection with any threatened, 
pending or completed action, suit or proceeding, brought by or in the right 
of the Corporation to procure a judgment in the Corporation's favor,

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to which the Indemnitee is, was or at any time becomes a party, or is 
threatened to be made a party, by reason of the fact that he is or was or has 
agreed to become a director, officer, employee or agent of the Corporation, 
or is or was serving or has agreed to serve at the request of the Corporation 
as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, or by reason of any 
action alleged to have been taken or omitted in any such capacity, against 
all costs, charges and expenses (including attorneys' fees and costs) 
actually and reasonably incurred by him or on his behalf in connection with 
such action, suit or proceeding and any appeal therefrom, if the Indemnitee 
acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the Corporation, except that no 
indemnification shall be made in respect of any claim, issue or matter as to 
which the Indemnitee shall have been adjudged to be liable to the Corporation 
unless and only to the extent that the Court of Chancery of the State of 
Delaware or the court in which such action, suit or proceeding was brought 
shall determine upon application that, despite the adjudication of such 
liability but in view of all the circumstances of the case, the Indemnitee is 
fairly and reasonably entitled to indemnity for such costs, charges and 
expenses which the Court of Chancery or such other court shall deem proper.

     SECTION 4. PREVAILING PARTY. Notwithstanding anything herein to the 
contrary, to the extent that the Indemnitee has been successful, on the merits 
or otherwise, including, without limitation, the dismissal of an action 
without prejudice, in defense of any action, suit or proceeding referred to 
in Sections 2 or 3 hereof, he shall be indemnified against all costs, charges 
and expenses (including attorneys' fees and costs) actually and reasonably 
incurred by him or on his behalf in connection therewith. In addition, to the 
extent that the Indemnitee has been partially successful, on the merits or 
otherwise, including, without limitation, the dismissal without prejudice, as 
to one or more but less than all claims issues or matters in any action, suit 
or proceeding referred to in Sections 2 or 3 hereof, he shall be indemnified 
against all costs, charges and expenses (including attorneys' fees and costs) 
actually and reasonably incurred by him or on his behalf in connection with 
each successfully resolved claim, issue or matter.

     SECTION 5. NO PRESUMPTIONS. The termination of any action, suit or 
proceeding by judgement, order, settlement, conviction, or upon a plea of 
nolo contendere or its equivalent, shall not, of itself, create a presumption 
that the Indemnitee did not act in good faith and in a manner which he 
reasonably believed to be in or not opposed to the best interests of the 
Corporation and, with respect to any criminal action or proceeding, had 
reasonable cause to believe that his conduct was unlawful.

     SECTION 6. ADVANCES; EXPENSES AS WITNESS.

    (a) Costs, charges and expenses (including attorneys' fees and costs) 
incurred by the Indemnitee in connection with any civil or criminal action, 
suit or proceeding (including one brought by or in the right of the 
Corporation) which might give rise to a right of indemnification hereunder 
shall be paid by the Corporation in advance of the final disposition of such 
action, suit or proceeding, provided, however, that the payment of such 
costs, charges and expenses (including attorneys' fees and costs) incurred by 
the Indemnitee in his capacity as a director or officer (and not in any other 
capacity) in advance of the final disposition of such action, suit or 
proceeding shall be made only upon receipt of an undertaking by or on behalf 
of the Indemnitee to repay all amounts so advanced in the event that it shall 
ultimately be determined that the Indemnnitee is not entitled to be 
indemnified by the Corporation as authorized in this Agreement. Any 
advancement of expenses pursuant to this Agreement shall be made promptly and 
in any event within 15 days after receipt of written request therefor from 
the Indemnitee, accompanied by any required undertaking.

     (b) Notwithstanding any other provision of this Agreement, to the extent 
that the Indemnitee is a witness in any action, suit or proceeding referred 
to in Sections 2 or 3 and any appeal therefrom to which the Indemnitee is not 
a party, the Corporation shall indemnify the Indemnitee against all costs, 
charges and expenses (including attorneys' fees and costs) actually or 
reasonably incurred by him or on his behalf in connection therewith.

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   SECTION 7. PROCEDURE.

     (a) Any indemnification pursuant to this Agreement (unless ordered by a 
court) shall be made by the Corporation promptly and in any event within 45 
days after receipt of a written request therefor from the Indemnitee, unless 
a determination is made within such 45 day period (i) by the Board of 
Directors of the Corporation by a majority vote of a quorum consisting of 
directors who were not parties to such action, suit or proceeding, or (ii) if 
such quorum is not obtainable, or, even if obtainable a quorum of 
disinterested directors so directs, by independent legal counsel in a written 
opinion, or (iii) by the vote of the holders of a majority of the issued and 
outstanding shares of Common Stock of the Company, that indemnification of 
the Indemnitee is not proper in the circumstances because he has not met the 
applicable standard of conduct.

     (b) The right to indemnification or advancement of expenses shall be 
enforceable by the Indemnitee in any court of competent jurisdiction if the 
Corporation denies such request, in whole or in part (including by failure to 
act thereon) within 45 days after receipt of such written request (or, in the 
case of advancements, within 15 days), it being the parties' intention that 
if the Corporation denies the Indemnitee's request for indemnification, the 
question of the Indemnitee's right thereto shall be for the court to decide. 
The Indemnitee's costs and expenses incurred in connection with successfully 
establishing his right to indemnification and advancements, in whole or in 
part, in any such action shall also be indemnified by the Corporation. It 
shall be a defense to any such action (other than an action brought to enforce
a claim for advancements where the required undertaking, if any, has been 
received by the Corporation) that the Indemnitee has not met the applicable 
standard of conduct. The burden of proving such defense shall be on the 
Corporation, and there shall be a rebuttable presumption that the Indemnitee 
did not fail to meet such applicable standard. Neither the failure of the 
Corporation (including its Board of Directors, its independent legal counsel 
and its shareholders) to have made a determination prior to the commencement 
of such action that indemnification of the Indemnitee is proper in the 
circumstances because he has met the applicable standard of conduct, nor the 
fact that there has been an actual determination by the Corporation  
(including its Board of Directors, its independent legal counsel and its 
shareholders) that the Indemnitee has not met such applicable standard of 
conduct, shall be a defense or sufficient to rebut such presumption that the 
Indemnitee has met the applicable standard of conduct.

      SECTION 8. NON-EXCLUSIVITY, ETC. The indemnification and advancement of 
expenses provided by this Agreement shall not be deemed exclusive of any 
other rights to which the Indemnitee may now or hereafter be entitled under 
any present or future law (whether statutory or common), agreement, By-Law, 
provision of the Certificate of Incorporation, vote of shareholders or 
disinterested directors or otherwise, both as to action in his official 
capacity and as to action in any other capacity while holding office or while 
employed by or acting as agent of the Corporation. No amendment or repeal of 
any present or future provision in the Corporation's Certificate of 
Incorporation or By-Laws authorizing or requiring the indemnification of or 
advancements to the Indemnitee in any such capacity, and which amendment or 
repeal would diminish the Indemnitee's right of indemnification or to 
advancements in any respect under such provision, shall be effective against 
the Indemnitee unless he shall consent to such amendment or repeal in a signed 
writing or by the Indemnitee's vote as a director or shareholder.

    SECTION 9. SURVIVAL

       (a) The indemnification and advancement of expenses provisions hereof 
shall continue after the Indemnitee has ceased to be a director, officer, 
employee or agent of the Corporation and shall inure to the benefit of the 
Indemnitee's estate, heirs, executors and administrators.

       (b) This Agreement shall be binding on the successors and assigns of 
the Corporation including, without limitation, any transferee of all or 
substantially all of its assets and any successor by merger, consolidation, 
operation of law or otherwise.

       SECTION 10. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled 
pursuant hereto to indemnification for some or a portion of the expenses, 
judgments, fines, penalties or amounts paid in

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settlement, actually and reasonably incurred by the Indemnitee but not for the 
total amount thereof, the Corporation shall indemnify the Indemnitee for such 
portion thereof to which the Indemnitee is entitled.

     SECTION 11. EXCEPTIONS. Any other provisions herein to the contrary 
notwithstanding, the Corporation shall not be obligated pursuant to the terms 
of this Agreement:

        (a) To indemnify or advance expenses to the Indemnitee with respect 
to proceedings or claims initiated or brought voluntarily by the Indemnitee 
and not by way of defense, except with respect to proceedings brought to 
establish or enforce a right to indemnification under this Agreement or any 
other statute or law or otherwise as required under Section 145 of the 
Delaware General Corporation Law, but such indemnification or advancement of 
expenses may be provided by the Corporation in specific cases if the Board of 
Directors finds it to be appropriate.

        (b) To indemnify the Indemnitee for expenses or liabilities of any 
type whatsoever (including, but not limited to, judgments, fines or 
penalties, and amounts paid in settlement) to the extent that such expenses 
or liabilities have been paid directly to the Indemnitee by an insurance 
carrier under a policy of officers' and directors' liability insurance 
maintained by the Corporation.

        (c) To indemnify the Indemnitee in connection with a suit or judgment 
rendered for an accounting of profits arising from the purchase and sale by 
the Indemnitee of securities pursuant to Section 16(b) of the Securities 
Exchange Act of 1934, as amended, or any similar successor statute.

      SECTION 12. SEVERABILITY. If this Agreement or any provision hereof 
shall be invalidated or held illegal or unenforceable for any reason 
whatsoever:

        (a) the validity, legality and enforceability of the remaining 
provisions of this Agreement (including, without limitation, each portion of 
any section of this Agreement containing any such provision held to be 
invalid, illegal or unenforceable, that is not itself invalid, illegal or 
unenforceable) shall not in any way be affected or impaired therby; and

        (b) to the fullest extent possible, the provisions of this Agreement 
(including, without limitation, each portion of any section of this Agreement 
containing any such provision held to be invalid, illegal or unenforceable, 
that is not itself invalid, illegal or unenforceable) shall be construed so 
as to give effect to the intent manifested by the provision held invalid, 
illegal or unenforceable.

   SECTION 13. MISCELLANEOUS.

      (a) This Agreement may be executed in one or more counterparts, each of 
which shall be deemed an original and together which shall constitute one and 
the same agreement.

      (b) Any headings used herein are used solely for convenience and shall 
not be deemed to constitute part of this Agreement or to affect the 
construction hereof.

      (c) All notices, demands, and other communications hereunder must be in 
writing and shall be deemed to have been received if delivered by hand or 
mailed by certified or registered mail, postage prepaid, or sent by overnight 
or express courier, postage prepaid, to the following persons and addresses:

       If to the Corporation:
       MORGAN PRODUCTS LTD.
        469 McLaws Circle
        Williamsburg, VA 23185
       ATTENTION: PRESIDENT

       IF TO THE INDEMNITEE:             David A. Braun                       
                                         1803 Signal Hill Drive               
                                         Mechanicsburg, PA 17055

or to such other name and address as to which notice shall duly be given in 
accordance with the terms hereof.

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     (d) This Agreement shall be governed by and construed in accordance with 
the laws of the State of Delware.

     (e) The Indemnitee agrees to promptly notify the Corporation upon being 
served with any citation, complaint, indictment or other document that might 
reasonably result in indemnification or advancement of expenses hereunder. 
However, no failure to provide such notice shall result in the Indemnitee 
losing any of his rights hereunder or impose any liability whatsoever on the 
Indemnitee.

     (f) This Agreement may not be modified or amended except in a writing 
signed by both parties hereto.  No waiver of any of the provisions of this 
Agreement shall be deemed or shall constitute a waiver of any other 
provisions hereof nor shall such waiver constitute a continuing waiver.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on 
the date first above written.

                                MORGAN PRODUCTS LTD.

                                                                     

                                BY:/s/ Larry R. Robinette
                                   -----------------------------------
                                   NAME: Larry R. Robinette
                                   TITLE: President & Chief Executive Of

                                   /s/ David A. Braun
                                   ----------------------------------- 
                                       David A. Braun