SUPPLY AGREEMENT


This supply agreement (the "Agreement") is made between the following parties on
February 2, 1998:


JELD-WEN, inc.
an Oregon corporation                                ("JELD-WEN"),

              - and -

Morgan Products Ltd.
a Delaware corporation                                        ("Morgan"),



WHEREAS, JELD-WEN, its subsidiaries and its affiliates (together the "Company")
is in the business of manufacturing and selling stile and rail doors and other
building products;

WHEREAS, JELD-WEN and Morgan have entered an asset purchase agreement for the
sale of Morgan's Morgan Manufacturing division to JELD-WEN (the "Asset Purchase
Agreement");

WHEREAS, Morgan is in the business of distributing building products;

WHEREAS, the Company would like to have a steady customer for its products and
Morgan would like to have a steady supplier of products for its distribution
operations;

                                      * * *


THEREFORE, in consideration of each other's promises herein and in the Asset
Purchase Agreement, JELD-WEN and Morgan (together the "Parties") agree to the
following terms and conditions in this Agreement:


                             ARTICLE I - DEFINITIONS

1.1           Terms.  The following terms shall have the following meanings:
              "Products"

                                     * * *


1.2           Preamble  Integration.  The preamble hereto is hereby
              incorporated  into this Agreement and forms an integral part
              thereof.



                         ARTICLE II - TERM OF AGREEMENT


2.1           Term.
                                      * * *



                       ARTICLE III - PURCHASE OBLIGATIONS

                                      * * *

3.5           Marketing.  Morgan shall use its reasonable best efforts to market
              and sell the Products.

                         ARTICLE IV - SUPPLY OBLIGATIONS

                                      * * *


                    ARTICLE V - TERMS AND CONDITIONS OF SALES


                                      * * *


5.1           Morgan  shall pay all  invoices  for its  purchase  of  Products
              from the  Company  pursuant  to the Company's  communicated
              standard  credit  terms,  as they may be  modified  from time to
              time by the Company.

5.2           Warranties. The Products shall be covered by and subject to the
              Company's standard warranties. Morgan undertakes and agrees that
              it will not furnish to any customer or prospective customer, any
              warranties, undertakings or guarantees of any nature whatsoever
              which may tend to involve the responsibility or liability of the
              Company, without the consent of the Company, and Morgan agrees
              that if it breaches this promise, it will indemnify and save the
              Company harmless from any claims, demands, damages, costs or
              losses whatsoever arising out of or in any way connected with such
              warranties, undertakings or guarantees.

              Morgan agrees to honour the terms and conditions of the Company's
              standard form warranty in effect on the date of sale of any such
              Products by Morgan, at JELD-WEN's expense, subject to obtaining
              JELD-WEN's prior authorization to perform service for Products
              under warranty.



                        ARTICLE VI - TERM AND TERMINATION


6.1           Termination  Events.  This  Agreement  shall be capable of
              termination  at any time by either  Party forthwith upon written
              notice to the other Party in the event that:

              a.      Assignment  for  Creditors.  The other  Party  makes an
                      assignment  for the  benefit  of its creditors or
                      admission of its inability to pay its obligations as they
                      become due;

              b.      Financial Insolvency. The other Party files a voluntary
                      petition in bankruptcy or any pleading seeking any
                      reorganization, liquidation or dissolution under any law,
                      or admits or fails to contest the material allegations of
                      any such pleading filed against it, or is adjudicated
                      bankrupt or insolvent or a receiver is appointed for a
                      substantial part of the assets of such Party or the claims
                      of creditors of such Party are abated or subjected to a
                      moratorium under any law or if execution is levied against
                      a substantial part of such Party's assets;

              c.      Assignment Without Consent. The other Party purports to
                      make an assignment of this Agreement without the prior
                      written consent of the first Party; or

              d.      Breach. The other Party has violated one or several
                      provisions of this Agreement and fails to remedy such
                      default within a period of 30 days of written notice
                      thereof from the first Party.

                                      * * *

6.2           Termination Effects.

              a.      Return of Information. Upon termination of the
                      relationship between the Parties, Morgan agrees to
                      forthwith deliver to the Company all samples, pricing
                      information, cost information, customer information
                      including all copies of customer lists in the possession
                      of Morgan, strategies, plans and such other books,
                      documents, record and confidential information as may have
                      been kept by Morgan in connection with this Agreement.

                      Morgan acknowledges and confirms that all such documents
                      are the exclusive property of the Company. Morgan hereby
                      appoints JELD-WEN as its true and lawful attorney to take
                      possession of all such items.

                      Upon termination of this Agreement, any and all rights and
                      privileges Morgan has under this Agreement shall
                      terminate. Upon termination of this Agreement, Morgan will
                      immediately discontinue all uses of the Company's
                      trademarks and tradenames and copyrighted materials,
                      except those licensed by Morgan to JELD-WEN, to the extent
                      they preserve Morgan's rights to such intellectual
                      property.

                      In the event of termination, the Company agrees to return
                      to Morgan any information or property of Morgan Products,
                      Ltd.'s Morgan Distribution operations and any of such
                      operations' confidential information.

              b.      Remedies. The Parties acknowledges that a breach of any of
                      the provisions contained in this Agreement may cause a
                      Party great and irreparable injury and damage, which
                      cannot be reasonably or adequately compensated only in
                      damages in any action in law and hereby expressly agrees
                      that either Party shall be entitled to remedies of
                      injunction, specific performance and other equitable
                      relief to prevent a breach or recurrence of a breach of
                      this Agreement by the other Party.

6.3
                                      * * *


                     ARTICLE VII - MISCELLANEOUS PROVISIONS


7.1           Nature of  Relationship.  This  Agreement  does not constitute
              Morgan as an agent,  employee,  legal representative or attorney
              of the Company for any purpose.

              The status of Morgan shall be that of an independent contractor
              and Morgan shall have no authority to assume or create any
              obligation whatsoever, expressed or implied, in the name of the
              Company, nor to bind the Company in any manner whatsoever.

              Morgan shall have no authority hereunder to enter into any
              contract of sale or employment on behalf of the Company, nor to
              endorse the Company's checks, nor to make allowances or
              adjustments on Morgan's accounts for the return of merchandise,
              except pursuant to written authorization of the Company.

7.2           No  Assignment.  Neither this  Agreement nor any rights  hereunder
              shall be in any way assignable by either party either  directly or
              indirectly  to any other person,  firm or  corporation  without
              the prior written consent of the other.

7.3           Severability. Each and every term, condition and provision of this
              Agreement is and shall be severable one from the other, and in the
              event that any term, condition or provision hereof is at any time
              declared by a court of competent jurisdiction to be void, invalid
              or unenforceable, the same shall not extend to invalidate, make
              void or unenforceable any other term, condition or provision of
              this Agreement.

              Any such term, condition or provision shall be replaced by a term,
              condition or provision which legally and economically comes
              closest to the desired purpose and intent of the void, invalid or
              unenforceable provision.

7.4           Notices.  Any notices,  designation  or other  communication
              acquired or permitted by this Agreement shall be in  writing  and
              shall be  deemed  to have been  given  when  delivered  by hand or
              sent by overnight  mail to the other Party,  one (1) day after
              being sent by overnight mail to the respective addresses as
              follows:

              To the Company:

              Attn: Doug Kintzinger
              JELD-WEN, inc.
              3250 Lakeport Blvd.
              Klamath Falls, Oregon 97601


              To Morgan:

              Attn:  Larry Robinette
              Morgan Products, Ltd.
              469 McClaws Circle
              Williamsburg, Virginia 23185

              or at such other address as such person may have previously
              furnished in writing to the other in the manner herein-before
              described.

7.5           Integration.  This  Agreement  supersedes  any prior
              understandings  or written  or oral  agreements between the
              Parties  respecting  the within  subject  matter and  contains
              the entire  understanding between the Parties with respect
              thereto.

7.6           Time of the Essence.  Time is hereby declared to be of the essence
              of this Agreement.

7.7           Governing Law. Notwithstanding the place of agreement, the place
              of performance, the place of payment or otherwise, this Agreement,
              and all amendments, modifications, alterations or supplements
              hereto shall be interpreted and construed according to and shall
              be governed by the laws of Wisconsin which for all purposes shall
              be the proper law of this Agreement.

7.8           Confidential Information. The Parties recognize and acknowledge
              that their relationship with each other is based on trust and
              reliance and that in the course of this Agreement, each will be
              entrusted with confidential information about the other and the
              other's customers as well as technology relating to the Products,
              the use or disclosure of which confidential information would be
              highly detrimental to the business of the other Party and its best
              interests and would impair, damage or destroy the business of the
              other Party.

              As a result, each party agrees during the term of this Agreement
              and at all times thereafter, neither the party nor any of its
              owners, officers or personnel shall disclose to any third party
              any information imparted to it by the other which the party knows
              or has reason to believe to be a trade secret or otherwise
              confidential.

              Each party shall be fully responsible to the other for any
              non-compliance with the provisions of this Section 7.8 by any of
              party's owners, officers or personnel to the extent that
              compliance by such persons is enforceable by the party under
              applicable law.

              Upon termination of the relationship between the Parties, the
              Company agrees to forthwith deliver to Morgan any documents,
              information and property of Morgan and any of Morgan's
              confidential information. The Company hereby appoints Morgan as
              its true and lawful attorney to take possession of such items.

7.9           Legal Counsel and Drafting. The Parties acknowledge and agree: 1)
              that each has been represented by counsel of their own choosing in
              the negotiation and preparation of this Agreement; 2) that they
              have read this Agreement; 3) that they have had the Agreement
              fully explained to them by such counsel; and 4) that they are
              fully aware of the contents and legal effect of this Agreement.
              Furthermore, both Parties participated in the drafting of this
              Agreement and neither shall be deemed its drafter or construed as
              causing any uncertainty or ambiguity as to any of its provisions.

7.10          Amendments and Waivers. Any term or provision of this Agreement
              may be waived without affecting any of the rights, conditions, or
              limitations relating to the other terms and conditions of this
              Agreement at any time by an instrument in writing signed by the
              Party which is entitled to the benefits thereof and this Agreement
              may be amended or supplemented at any time by an instrument in
              writing signed by all Parties hereto.

7.11          Force Majeure. JELD-WEN shall be excused for delay in performance
              or from nonperformance of this Agreement due to extreme weather
              conditions, war, fire, strikes, riots, lockouts, civil commotion,
              cessation or stoppage of labor, extraordinary breakdown, acts of
              God, or for any other cause reasonably beyond the control of
              JELD-WEN.

                                      * * *

              In the case of a force majeure event, the Company shall give
              Morgan reasonably prompt notice in writing of the event.

7.12          Attorney Fees. In the event of litigation or arbitration arising
              out of this Agreement or any provision of this Agreement,
              including, but not limited to, the collection of monies owing
              JELD-WEN for the purchase of Products, any breach of this
              Agreement, the prevailing Party in any such litigation or
              arbitration shall be entitled to recover its reasonable costs and
              reasonable attorney fees, including fees on appeal, if any, in
              addition to other relief awarded.

7.13          Waiver. Failure of either Party at any time, or from time to time,
              to enforce any of the terms of this Agreement shall not be
              construed to be a waiver of such term or such Party's right to
              thereafter enforce each and every provision of this Agreement. No
              waiver of any term or condition of this Agreement shall be
              effective unless made in writing signed by the Party against whom
              any such waiver is sought to be enforced.

7.14          Marks, Advertising
                                      * * *


7.15     No Inconsistent Actions. JELD-WEN and Morgan will not voluntarily
         undertake any course of action materially inconsistent with the
         provisions or intent of this Agreement, and each such Party will
         promptly do all acts and take all such measures as may be appropriate
         to comply in all material respects, as soon as practicable, with the
         terms, conditions and provisions of this Agreement.



The Parties signing below agree to all of the terms of this Agreement.


JELD-WEN, inc.                              Morgan Products Ltd.

By: /s/ Douglas P. Kintzinger               By: /s/  Larry Robinette

Douglas P. Kintzinger                               Larry Robinette

Its Secretary                                       Its President


* * *
               Confidential portion omitted and filed separately with the
               Commission pursuant to Rule 24b-2 of the Securities Exchange Act
               of 1934.


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                                   Exhibit A


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                                    Exhibit B


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