EXHIBIT 10.4

                            INDEMNIFICATION AGREEMENT


         INDEMNIFICATION  AGREEMENT  dated  April 14,  1997  (the  "Agreement"),
between MORGAN PRODUCTS LTD., a Delaware  corporation (the  "Corporation"),  and
Darrell J. Olson an officer of the Corporation (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.



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         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, 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.



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         Section 4.  PREVAILING  PARTY.  Notwithstanding  anything herein 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 judgment,  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
Indemnitee 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.

         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


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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  he  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


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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  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 thereby; 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.


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



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

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

         (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.


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         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 and Chief Executive Officer



                              /s/ Darrell J. Olson
                              ------------------------------
                                        Darrell J. Olson



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