Exhibit

                                                                     05/14/97-1

                               NINTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

      THE NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Ninth  Amendment") is
made as of the  16th day of May,  1997 by and  among  Morgan  Products  Ltd.,  a
Delaware  corporation  having its chief  executive  office at 469 McLaws Circle,
Williamsburg,  Virginia 23185 ("Borrower I), the lenders who are or who may from
time  to  time  become   signatories   hereto  ("Lenders")  arid  Fleet  Capital
Corporation,  a Connecticut corporation having an office at 20800 Swenson Drive,
Waukesha, Wisconsin 53186 ("FCC") which is the successor-in-interest to Barclays
Business  Credit,  Inc., as agent for the Lenders ("FCC," in such capacity being
"Agent").

                              W I T N E S S E T H:

      WHEREAS,  FCC, as Agent and Lender,  and  Borrower  entered into a certain
Loan  and  Security  Agreement  dated as of July 14,  1994 as  amended  by (i) a
certain First Amendment to Loan and Security Agreement ("First Amendment") dated
as of September 30, 1994 by and among Agent, Borrower and the lender signatories
thereto, (ii) a certain Second Amendment to Loan and Security Agreement ("Second
Amendment")  dated as of October 20, 1994 by and among  Agent,  Borrower and the
lender  signatories  thereto,  (iii) a certain First (sic) Amendment to Loan and
Security  Agreement dated as of March 29, 1995 by and among Agent,  Borrower and
the lender  signatories  thereto,  (iv) a certain  Fourth  Amendment to Loan and
Security Agreement dated as of October 30, 1995 by and among Agent, Borrower and
the  lender  signatories  thereto  (v) a  certain  Fifth  Amendment  to Loan and
Security  Agreement  dated as of June 30, 1996 by and among Agent,  Borrower and
the lender  signatories  thereto,  (vi) a certain  Sixth  Amendment  to Loan and
Security Agreement dated as of August 30, 1996 by and among Agent,  Borrower and
the Lender signatories  thereto,  (vii) a certain Seventh Amendment to Loan arid
Security Agreement dated as of October 22, 1996 by and among Agent, Borrower and
the Lender signatories thereto and (viii) a certain Eighth Amendment to Loan and
Security  Agreement dated as of March 13, 1997 by and among Agent,  Borrower and
the Lender signatories  thereto.  Said Loan and Security  Agreement,  as amended
from time to time, is hereinafter referred to as the "Loan Agreement"; and


      WHEREAS.  Borrower,  Lenders and Agent desire to amend and modify  certain
provisions of the Loan Agreement.



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      NOW THEREFORE,  in consideration of the premises, the mutual covenants and
agreements  herein  contained,  and any extension of credit  heretofore,  now or
hereafter made by Lenders and Agent to Borrower, the parties hereto hereby agree
as follows:

 1.      Definitions.  Except as otherwise specifically provided for herein, all
capitalized  terms used herein without  definition shall have the meanings given
to them in the Loan Agreement.

 2.      Specific  Financial  Covenants.  Sections 9.3(B) and 9.3(D) of the Loan
Agreement are hereby deleted arid the following are inserted in their stead:

         "9.3. Specific Financial Covenants.  During the Term of this Agreement,
and thereafter for so long as there are any  Obligations to Agent or any Lender,
Borrower  covenants that,  unless otherwise  consented to by Required Lenders in
writing, it shall: * * *

 (B) Total  Liabilities  to Tangible  Net Worth  Ratio.  Have at the end of each
month within the Term hereof,  a ratio of  Indebtedness  (computed in accordance
with  GAAP) to  Tangible  Net  Worth  equal to or less  than the ratio set forth
opposite such month in the following schedule:

         Month                                                      Ratio

  Each Month within Fiscal Year 1994                              1.85 to 1

  Each Month within Fiscal Year 1995                              1.50 to 1

  January, February and March, 1996                               1.50 to 1

  April, May, June and July, 1996                                 1.60 to 1

  August, September, October and November, 1996                   1.90 to 1

  December, 1996 and January and February, 1997                   1.80 to 1

  March, April and May, 1997                                      1.97 to 1

  June, July and August, 1997                                     1.85 to 1

  September, October and November, 1997                           1.70 to 1

 December, 1997 arid each month thereafter                        1.60 to 1
                              *           *          *

         9.3(D) Minimum Excess  Revolving  Credit Loan  Availability  or Minimum
Excess  Collateral  Availability.  Maintain  as of any of the  following  dates,
average Excess Revolving Credit Loan


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Availability  for  the  date  of  determination  and  the  immediately  previous
twenty-nine(29)days  of: no minimum from July 14, 1994 through October 29, 1995;
$3,000,000 or more from October 30, 1995 through October 20, 1996; $5,000,000 or
more from October 21, 1996 through  November 30, 1996;  $8,000,000  or more from
December 1, 1996 through April 17, 1997;  and  $8,000,000 or more from August 3,
1997 and thereafter." Maintain as of any of the following dates, average "Excess
Collateral  Availability"  (as defined below) for the date of determination  and
the immediately  previous  twenty-nine  (29) days of: Seven Million Five Hundred
Thousand  Dollars  ($7,500,000)  or more from April 18, 1997  through  April 25,
1997; and Eight Million Dollars ($8,000,000) or more from April 26, 1997 through
August 2, 1997. "Excess Collateral  Availability"  shall mean as of any date the
amount,  if any, by which the  "Collateral  Base" (as defined below) exceeds the
aggregate   outstanding   principal  balance  of  the  Revolving  Credit  Loans.
Collateral Base shall mean, as at any date of determination  thereof,  an amount
equal to:

  (a)    an amount equal to:

       (i)
eighty-five  percent (85%) or such lesser  percentage as Agent in its reasonable
discretion deems appropriate, of the net amount of Eligible Accounts outstanding
at such date:

                                      PLUS

       (ii)                                            the lesser of
(A) Forty Million Dollars  ($40,000,000) and (B) the Inventory Percentage of the
value of  Eligible  Inventory  at such  date  consisting  of raw  materials  and
finished  goods,  calculated  on the  basis of the lower of cost or  market,  as
determined by Agent,  in its  reasonable  discretion,  on a first-in,  first-out
("FIFO") basis;



                     MINUS (subtract from clause (a) above)

       (b)  an  amount  equal  to  the  sum of (x)  the  face  amount  of all LC
Guaranties and Letters of Credit issued by Agent or Bank and outstanding at such
date,  plus (y) any amounts which Agent and/or  Lenders may then be obligated to
pay for the account of Borrower under this Agreement.

       3. Continuing Effect Except as otherwise specifically set out herein, the
provisions of the Loan Agreement shall remain in full force and effect.


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       IN WITNESS WHEREOF, this Ninth Amendment has been duly executed as of the
day and year specified at the beginning hereof.


                             MORGAN PRODUCTS LTD. ("Borrower")



                             By:
                                  Name: Dawn E. Neuman
                                  Title: Treasurer


                             FLEET CAPITAL CORPORATION ("Agent" and "Lender")



                             By:
                                  Name: Sandra Evans
                                  Title:Vice President


                             HARRIS TRUST AND SAVINGS BANK ("Lender")



                             By:
                                  Name: Lee A. Vandermyde
                                  Title: Vice President


                             BANK OF AMERICA ILLINOIS ("Lender")



                             By:
                                  Name: Richard J. Kerbis
                                  Title: Vice President



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