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                                                                   EXHIBIT 10.41

                               October 22, 1997


Mr. Craig S. Rae
9905 Duane Court
Huntersville, NC 28078

Dear Craig:

     On behalf of Omega Cabinets, Ltd., it is my pleasure to confirm our offer
of employment as Vice President, Sales & Marketing.  In this position you will
report to the President of Omega Cabinets, Ltd. and participate with the other
officers in establishing corporate policy, procedure and direction.  You will
have responsibility for all aspects of sales and marketing including the
management of independent sales representatives, customer service and related
functions, sales administration, marketing and merchandising.  Additionally, you
will have significant input in our product design and development process.

     .    BASE SALARY

          You will be paid $4,615.38 bi-weekly (an amount equal to $120,000
          annually).

     .    BONUS

          Your annual bonus potential at 100% of plan will be equal to 30% of
          base salary. You may earn up to an additional 25% of your bonus amount
          should we attain 105% of plan (maximum 37.5% of base salary).  The
          actual amount of bonus paid will be based upon the company achieving
          certain earnings goals and your personal performance as measured
          against agreed-upon objectives.

     .    EQUITY

          You will be offered the opportunity to join our equity ownership group
          by investing in Omega Holdings, Inc. an amount up to $100,000.  You
          will have ample opportunity to discuss the investment details with
          Lance Erlick, CFO.

          You will also participate in Omega's management stock option program.
          Based upon individual and company performance, the company would
          intend to issue to you additional fully-diluted option shares.  All
          awards will be made at the discretion of the Board of Directors of
          Omega Holdings, Inc.

     .    RELOCATION EXPENSES
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          Omega will reimburse you for commission expenses that you incur
          related to the sale of your principle residence in Huntersville, North
          Carolina, not to exceed 6% of the sale price.  In addition, Omega will
          reimburse you for all reasonable costs associated with the physical
          move of your household belongings and family. These costs are to
          include the expenses incurred while transporting your family to your
          new residence.

          Omega will also reimburse you for temporary living expenses in the
          Waterloo/Cedar Falls area for up to 90 days while you are searching
          for a permanent residence.  Temporary living expenses to include:
          hotel/motel expenses, dining expenses for morning and evening meals,
          and travel for return trips to the Huntersville area every two weeks
          until you are relocated.

          Please note that certain reimbursements may be taxed as ordinary
          income in accordance with IRS regulations.  Tim Carlson, Director of
          Human Resources, will review this with you in detail.

     .    SIGNING BONUS

          You will be paid a lump sum amount of $10,000 as reimbursement for
          incidental expenses not covered in the relocation allowances.

     .    SEPARATIONS

          If you are separated from the company for reasons other than causes
          (i.e., malfeasance, gross neglect, illegal activities, etc.), you will
          receive salary continuation for a maximum of six months.

     .    BENEFITS

          You will be eligible to participate in health, life, dental, vision,
          401(k), and short and long-term disability plans as provided to all
          employees.  For all plans the coverage is not immediate and will
          require your personal enrollment.  With exception of the 401(k) plan,
          for which you will become eligible 1/1/99, eligibility to participate
          commences sixty (60) days following your date of hire. Should you
          elect to continue your present medical insurance coverage through the
          COBRA provisions offered by your current employer, Omega will
          reimburse you for the premium cost for a period not to exceed sixty
          (60) days beyond your employment date.

     .    VACATION

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          You will be entitled to two weeks of paid vacation.  Our executive
          staff members have additional days available on a discretionary, as-
          needed basis.

Craig, we believe that you have the background and experience for this
responsibility and that you shall enjoy great personal success while helping
Omega achieve its objectives.  We are excited about your joining the Omega team
 . . . and getting at the many challenges and opportunities before us!!

If this opportunity meets with your expectations, please acknowledge your
acceptance by signing in the space provided and return a copy to me at your
earliest convenience.

                                              Sincerely,


Dated this ______ day of _______, 1997        /s/ Henry P. Key


Dated this ______ day of _______, 1997        /s/ Craig S. Rae



cc:  Lance Erlick

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