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                                                                         Exhibit
                                                                         10.2

                               1998 AMENDMENT TO
                 SECOND RESTATED AMENDED EMPLOYMENT AGREEMENT


          AMENDMENT TO SECOND RESTATED AMENDED EMPLOYMENT AGREEMENT, dated
November 11, 1992, as amended by a Corrective Amendment , dated May 18, 1994,
and by an Amendment, dated February 27, 1997, effective as of December 31, 1996
(as so amended, the "Employment Agreement"), between MOORE MEDICAL CORP., a
Delaware corporation (the "Employer"), and MARK E. KARP of 274 Wild Oak Drive,
Southington, Connecticut 06489 (the "Employee").

     The Employer and Employee herewith agree that the Employment Agreement is
further amended as follows:

1. Amended Term.  The first sentence of Section 1 of the Employment Agreement is
   ------------                                                                 
herewith deleted and replaced by the following:

     Continuing from January 1, 1998 and for a period through December
     31, 1998 (subject to the provisions of paragraphs 8 and 9,
     relating to death and incapacity) (the "Term"), the Employer
     shall employ the Employee, and the Employee shall serve the
     Employer and perform the chief executive and administrative
     duties of President of the Employer, subject at all times to the
     general supervision and direction of the Board of Directors and
     the Executive Committee of the Board of Directors of the
     Employer.

2. Amended Salary.  Section 2 of the Employment Agreement is herewith deleted
   --------------                                                            
and replaced by the following:

     As compensation, the Employer shall pay the Employee a salary for
     his services (a) at the rate of $421,173 per annum for the period
     from January 1, 1998 through February 28, 1998, and (b) at the
     rate of $360,000 per annum for the period during the Term from
     March 1, 1998 through December 31, 1998. For purposes of this
     Agreement, the term "Base Salary" shall mean a salary at the rate
     of $360,000 per annum.

3. Amended Incentive Compensation.  Section 3 of the Employment Agreement is
   ------------------------------                                           
herewith deleted and replaced by the following:

            (a) As incentive compensation, the Employer shall pay the
          Employee, within 75 days after the end of its 1998 fiscal
          year, the percentage of his Base Salary set forth in Column
          A if its pre-tax income for said fiscal year, as shown in
          its audited financial statements for the year (subject to
          adjustment as hereinafter provided for), exceeds the amount
          set forth opposite said percentage in Column B:

                         A                             B
                         -                             -
                     55.0%                    $5,735,000
                     49.5%                    $5,485,000 
                     44.0%                    $5,235,000
                     38.5%                    $4,985,000
                     33.0%                    $4,735,000
                     27.5%                    $4,485,000
                     22.0%                    $4,235,000
                     16.5%                    $4,000,000
          
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          No such incentive compensation shall be paid if the
          Employer's pre-tax income for said year does not exceed
          $4,000,000. If the pre-tax income shown on said financial
          statements is effected by any charge or associated cost or
          change in a prior year's reserve relating to a federal
          government contract pricing deficiency, for purposes of
          Column B the amount of such pre-tax income shall be subject
          to such adjustment (if any) as the Compensation Committee of
          the Board of Directors of the Employer may, in its sole and
          absolute discretion, determine.


          (b)  Section 3(e) of the Second Restated Amended Employment
          Agreement effective as of January 1, 1993 between the
          Employer and the Employee is herewith reinstated and
          incorporated by reference herein with the same effect as if
          set out herein in full.

4.  Change of Control. Sections 4(a) and 4(b) of said Second Restated 
    -----------------                                                       
Amended Employment Agreement is herewith reinstated and incorporated
by reference herein with the same effect as if set out herein in full,
except that:

     (a)  the period at the end of Section 4(b)(ii) thereof shall be
deemed deleted and replaced by a comma, and the following shall be
deemed added following "such acquiring person or entity," in Section
4(b) thereof:

                                      or

               (iii) either (x) the election or removal of a majority of the
               directors of the Employer as a result of a solicitation subject
               to Rule 14a-11 (or successor Rule) under the Securities Exchange
               Act of 1934 relating to the election or removal of directors, or
               (y) the election of directors constituting a majority of the
               directors of the Employer by other than the action of directors
               a majority of whom consist of Continuing Directors; for purposes
               hereof, a Continuing Director" means a director (aa) for whose
               election the Employer  solicited proxies pursuant to a proxy
               statement under Regulation 14A of said Act, or (bb) who was
               elected by action of the directors a majority of whom were
               elected as described in clause (aa) hereof, or (cc) who was
               elected by action of directors a majority of whom were elected as
               described in clause (aa) and/or clause (bb) hereof.

     (b)  the clause "three years" appearing in Section 4(a)(i) shall be
deleted and replaced by the clause "one year", and

     (c)  the following clause in Section 4(a), following Section 4(a)(ii):

               an amount equal to three times the average of the prior five
               calendar year's compensation (including pension, profit sharing
               and 401(k) contributions, and payment under paragraph 7) accrued
               by the Employer for the Employee's compensation, as reflected in
               the Employer's financial statements used for purposes of
               paragraph 3(c) hereof,

shall be replaced by the clause:

               an amount equal to the Base Salary.

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IN WITNESS WHEREOF, the parties have executed this amendment to the Employment
Agreement on March 20, 1998, effective as of January 1, 1998.

          MOORE MEDICAL CORP.


          By:  /s/ Robert H. Steele
              ----------------------------------
               Robert H. Steele, Chairman of
               the Board of Directors

               /s/ Mark E. Karp
              ----------------------------------
                  MARK E. KARP

                                      36