04/06/98


                    FIRST AMENDMENT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

            FIRST  AMENDMENT,  dated as of April 20,  1998,  to the  Amended and
Restated Loan and Security Agreement, dated as of February 3, 1998, among Morgan
Products Ltd.  ("Borrower"),  a Delaware corporation,  the Lenders named therein
and Fleet Capital Corporation, as Agent and Lender.

            WHEREAS,  Borrower,  the lender signatories  thereto ("Lenders") and
Fleet  Capital  Corporation  ("FCC")  as agent for such  Lenders  (FCC,  in such
capacity, "Agent") entered into a certain Amended and Restated Loan and Security
Agreement  dated as of February  3, 1998 (said  Amended  and  Restated  Loan and
Security Agreement, the "Loan Agreement"); and

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

            NOW  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants hereinafter contained and contained in the Loan Agreement, 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 them in the Loan Agreement.

            2.  Additional  Definition.  The  following  definition  of "Rolling
Period" is hereby added to the  definitions  contained in Appendix A of the Loan
Agreement.

                                   *  *  *

            "Rolling  Period  - as of any  date of  calculation,  the  immediate
preceding four full fiscal quarters;  provided, however that prior to the fiscal
quarter ended on December 31, 1998,  for purposes of  calculating  the financial
covenants  under Section 8.3, for the Rolling  Periods ending (i) April 4, 1998,
EBITDA  from April 6, 1997  through  December  31, 1997 shall be deemed to equal
$5,000,000;  (ii) July 4, 1998,  EBITDA from July 6, 1997  through  December 31,
1997 shall be deemed to equal $2,600,000; and (iii) October 3, 1998, EBITDA from
October 5, 1997 through December 31, 1997, shall be deemed to equal $200,000."

                                    *  *  *

            3.  Amended  Definitions.  The  definition  of  "Applicable  Margin"
contained  in  Appendix  A to the  Loan  Agreement  is  hereby  deleted  and the
following is inserted in its stead:


                                    *  *  *



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            Applicable  Margin  - a  percent  determined  by  the  ratio  of the
Borrower's  Money Borrowed to EBITDA for the Rolling  Period then ended,  as set
forth in Borrower's annual or quarterly financial  statements delivered pursuant
to Section 8.1.3 of the Agreement pursuant to the following schedule:


    Ration of Money Borrowed         Applicable Margin         Applicable Margin
    to Annualized EBITDA or           (Prime Portion)           (LIBOR Portions)
     EBITDA (as applicable)

       less than 1.5 to 1                    0%                          1%


greater than and equal to 1.5 to 1
     but less than 2.0 to 1                  0%                        1.25%

greater than and equal to 2.0 to 1
     but less than 2.50 to 1                 0%                        1.50%


greater than and equal to 2.5 to 1
     but less than 3.0 to 1                  0%                        1.75%


greater than and equal to 3.0 to 1
     but less than 3.50 to 1                .25%                       2.00%


greater than and equal to 3.5 to 1          .50%                       2.25%

            As of February 3, 1998 the  Applicable  Margin shall be zero percent
(0%) (Prime  Portion)  and one and  one-half  percent  (12%)  (LIBOR  Portions).
Changes in the Applicable  Margins shall be made quarterly,  commencing with the
fiscal  quarter  ended  December 31, 1998 and shall be effective as of the first
day of the month in which  Borrower  delivers to Agent the financial  statements
for the applicable fiscal quarter or year in accordance with Section 8.1.3.

                                    *  *  *

            4. Specific Financial  Covenants.  Section 8.3 of the Loan Agreement
is hereby deleted and the following is inserted in its stead:

            "8.3  Specific  Financial   Covenants.   During  the  term  of  this
Agreement,  and thereafter for so long as there are any Obligations  (other than
contingent  indemnity  Obligations  arising from any claim  unknown to Borrower,
Agent or any Lender) to  Lenders,  Borrower  covenants  that,  unless  otherwise
consented to by Required Lenders in writing, it shall:

            8.3.1 Money Borrowed to EBITDA Ratio. Have at the end of each fiscal
quarter  within the Original Term a ratio of Money Borrowed as at the end of the
applicable  fiscal  quarter to EBITDA for the Rolling Period then ended equal to
or less than the ratio set forth  opposite such Rolling  Period in the following
schedule:



                    Rolling Period                        Ratio

       Rolling Period Ended April 4, 1998               8.50 to 1

       Rolling Period Ended July 4, 1998                8.50 to 1

       Rolling Period Ended October 3, 1998             6.00 to 1


                                       2


<PAGE>


                    Rolling Period                        Ratio

       Rolling Periods Ended December 31, 1998          5.50 to 1
       and the last day of each fiscal quarter
       thereafter

            8.3.2  Interest  Coverage  Ratio.  Have at the  end of  each  fiscal
quarter  within the Original  Term, an Interest  Coverage  Ratio for the Rolling
Period then ended  equal to or greater  than the ratio set forth  opposite  such
Rolling Period in the following schedule:


                    Rolling Period                        Ratio

       Rolling Period Ended April 4, 1998               1.25 to 1

       Rolling Period Ended July 4, 1998                1.25 to 1

       Rolling Period Ended October 3, 1998 and         2.00 to 1
       the last day of each fiscal quarter
       thereafter

            8.3.3 Fixed Charge  Coverage  Ratio.  Have at the end of each fiscal
quarter  within the Original  Term,  commencing  with the fiscal  quarter ending
October 3, 1998, a Fixed Charge Coverage Ratio for the Rolling Period then ended
equal to or greater than 1.25 to 1."

                                    *  *  *

            5.  Counterparts.  This  Amendment  may be executed in any number of
separate  counterparts,  each  of  which  shall,  collectively  and  separately,
constitute one agreement.

            6. Continuing Effect. Except as otherwise  specifically provided for
herein, the Loan Agreement remains in full force and effect.




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<PAGE>


            IN WITNESS  WHEREOF,  this First Amendment has been duly executed as
of the date first written above.


MORGAN PRODUCTS LTD.                      FLEET CAPITAL CORPORATION ("Agent"
("Borrower")                              and "Lender")



By: /s/ Mitchell J. Lahr                  By: /s/ Sandra J. Evans
Name:  Mitchell J. Lahr                   Name:  Sandra J. Evans
Title: CFO & Secretary                    Title: Vice President


BANK OF AMERICA NATIONAL TRUST AND        HARRIS TRUST AND SAVING BANK
SAVINGS ASSOCIATION                       ("Lender")
("Lender")



By: /s/ Richard J. Kerbis                 By: /s/ Lee A. Vandermyde
Name:  Richard J. Kerbis                  Name:  Lee A. Vandermyde
Title: Vice President                     Title: Vice President







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