[Letterhead] Morgan Products Ltd.

November 3, 1997        CONFIDENTIAL

Mr. Duane Greenly
960 Woodside Terrace
Freeport, IL 61032

Dear Duane:

This is to  formally  confirm  certain  understandings  between  you and  Morgan
Products  Ltd.  regarding  relocation  related  topics,  and the  impact  of the
potential sale of the assets of Morgan Manufacturing on those understandings.

Morgan  Products  Ltd.  agrees that, in the event that the sale of the assets of
Morgan Manufacturing result in your loss of employment we will:

1.    Pay the cost of relocating  your  household  goods back to your  permanent
      residence in Freeport.
2.    Pay any  lease  break  charge  involved  with  early  departure  from your
      residential lease in Oshkosh.
3.    Make up any difference between your cost basis in the residential building
      lot,  which you have  purchased in Oshkosh and the eventual  selling price
      should you decide to sell it. The terms and  conditions of the sale of the
      lot are subject to review by Morgan  Products Ltd.  prior to acceptance of
      an offer on the lot.
4.    Should, in the subsequent job search which would follow a termination from
      Morgan  Products  Ltd.,  or from the new owner (Jeld  wen)-as long as that
      termination  should occur within  twelve months of the closing date of the
      asset acquisition- a new employer requiring you to relocate not be willing
      to provide you with market value  protection  on the sale of your Freeport
      home,  Morgan  Products  Ltd.  will provide you with the  Prudential  type
      buyout opportunity on your Freeport home.

Should we be able to retain you within Morgan  Products  Ltd. and  relocation to
another  locale  becomes  necessary,  all elements of your  original  relocation
agreement with us including point three above, would continue to be available to
you.

Sincerely,

/s/ Larry R. Robinette                    /s/ Darrell Olson
- ----------------------                    -----------------
Larry Robinette                           Darrell Olson
President and CEO                         Vice President, Human Resources