AMENDMENT AGREEMENT NO. 2

                                 to that certain

                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                          dated as of January 28, 1999

         This  AMENDMENT  NO. 2 (the  "Amendment"),  dated as November 10, 2000,
among Morgan Drive Away, Inc., TDI, Inc. and Morgan Finance, Inc. (collectively,
the "Borrowers"),  The Morgan Group,  Inc. (the "Parent",  and together with the
Borrowers,  the "Obligors"),  Fleet National Bank (formerly known as BankBoston,
N.A.),  and Fleet National Bank (formerly  known as BankBoston,  N.A.), as agent
for the Banks (the "Agent").

         WHEREAS,  the  Obligors,  the Banks and the Agent are  parties  to that
certain Revolving Credit and Term Loan Agreement,  dated as of January 28, 1999,
as amended (as so amended, the "Credit Agreement"); and

         WHEREAS,  the Obligors have  requested  that the Banks and Agent agree,
and the Banks and the  Agent  have  agreed,  on the  terms  and  subject  to the
conditions  set  forth  herein,  to  amend  certain  provisions  of  the  Credit
Agreement.

         NOW THEREFORE, the parties hereto hereby agree as follows:

         ss.1.  Defined Terms.  Capitalized  terms which are used herein without
definition  and which are  defined in the Credit  Agreement  shall have the same
meanings herein as in the Credit Agreement.

         ss.2.  Amendment of Credit  Agreement.  The Credit  Agreement  shall be
amended as follows:

         (a) The  definitions  of  "Applicable  Base Rate  Margin",  "Applicable
Commitment Fee",  "Applicable  Eurodollar Rate Margin",  "Pricing  Table",  Term
Loan",  "Term Note",  "Term Note Record" and "Term Out Date" contained in ss.1.1
of the Credit Agreement are hereby deleted in their entirety.

         (b) The  definition  of " Base Rate  Loan"  contained  in ss.1.1 of the
Credit  Agreement is hereby  amended by the words "and all or any portion of the
Term Loan" contained herein.

         (c) The definition of "Drawdown Date" in ss.1.1 of the Credit Agreement
is hereby  amended by (i) deleting the words "the Term Out Date,"  following the
words "is to be made," and (ii) deleting the words "or all or any portion of the
Term Loan is converted or continued in  accordance  with  ss.4.5(b)"  at the end
thereof.




<PAGE>

         (d) The  definition  of  "Loans"  contained  in  ss.1.1  of the  Credit
Agreement is hereby amended by deleting the words "and the Term Loan" at the end
thereof.

         (e) The Definition of "Maturity Date" contained in ss.1.1 of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:

                  "Maturity Date.  January 28, 2001."

         (f) The  definition  of  "Notes"  contained  in  ss.1.1  of the  Credit
Agreement is hereby amended by deleting the words "Term Notes and the" contained
herein.

         (g)  The  definition  of  "Type"  contained  in  ss.1.1  of the  Credit
Agreement is hereby  amended by deleting the words "or all or any portion of the
Term Loan" contained herein.

         (h) Section 2.1 of the Credit  Agreement is hereby  amended by deleting
the words "Term Out Date"  following the words "up to but not including the" and
replacing them with the words "Maturity Date".

         (i) Section 2.2 of the Credit  Agreement is hereby amended (i) deleting
the words "the Applicable  Commitment Fee" following the words "a commitment fee
equal to" and replacing them with the words "one percent  (1.0%) per annum,  and
(ii) by  deleting  the words  "Term Out Date" in each place where they occur and
replacing them with the words "Maturity Date".

         (j)  Section  2.5 of the  Credit  Agreement  is hereby  amended  by (i)
deleting the words "(ii) the  Applicable  Base Rate Margin"  following the words
"equal to the sum of (i) the Base Rate plus" and  replacing  them with the words
"(ii) one and one-quarter of one percent  (1.25%) per annum",  and (ii) deleting
the words "(ii) the  Applicable  Eurodollar  Rate  Margin"  following  the words
"equal to the sum of (i) the  Eurodollar  Rate plus" and replacing them with the
words "(ii) two and three- quarters of one percent (2.75%) per annum".

         (k) Section 2.9 of the Credit  Agreement is hereby  amended by deleting
said Section 2.9 in its entirety and replacing it with the following:

                  "2.9.  Intentionally Omitted."

         (l) Section 3.1 of the Credit  Agreement is hereby  amended by deleting
the words "Term Out Date" in each place where they occur and replacing them with
the words "Maturity Date".

         (m)  Section 4 of the Credit  Agreement  is hereby  amended by deleting
said Section 4 in its entirety and replacing it with the following:

                  "4.  INTENTIONALLY OMITTED."

         (n) Section 5.1.1 of the Credit Agreement is hereby amended by deleting
the amount of "$12,000,000"  contained  therein and replacing it with the amount
of "$6,700,000".


<PAGE>

         (o) Section 5.1.3 of the Credit Agreement is hereby amended by deleting
the words "Term Out Date"  contained  therein and replacing  them with the words
"Maturity Date".

         (p) Section 6.3 of the Credit  Agreement is hereby  amended by deleting
the words "Term Out Date"  contained in the last sentence  thereof and replacing
them with the words "Maturity Date".

         (q) Section 6.5 of the Credit  Agreement is hereby  amended by deleting
the words "and the Term Note Records" contained in the third sentence thereof in
their entirety.

         (r) Section 10.4 of the Credit  Agreement is hereby amended by deleting
said Section 10.4 in its entirety and replacing it with the following:

                  "10.4. Distributions. None of the Parent, the Borrowers nor
         any of their Subsidiaries will make any Distributions, except that so
         long as no Default or Event of Default shall have occurred and be
         continuing and none would result therefrom, any of the Borrowers and
         their Subsidiaries may make Distributions to the Parent or to another
         Borrower."

         (s) Section 11.6 of the Credit  Agreement is hereby amended by deleting
said Section 11.6 in its entirety and replacing it with the following:

                  "11.6.   Minimum   Income.   The  Obligors   will  not  permit
         Consolidated Net Income, commencing with the calendar month ending June
         30, 2000, to be less than (i) $1.00 for any calendar month ending on or
         prior to September 30, 2000,  (ii)  ($300,000)  for the calendar  month
         ended  October  31,  2000,  and  (iii)  $1.00  for any  calendar  month
         thereafter."

         (t) Section 27 of the Credit  Agreement  is hereby  amended by deleting
the words "the Term Out Date and"  contained in the second  sentence  thereof in
their entirety.

         (u) In  connection  with  the  reduction  of the  Total  Commitment  to
$7,700,000  Schedule 1 to the Credit Agreement is hereby deleted in its entirety
and replaced with the Schedule 1 attached hereto.

         ss.3.  Limited  Waiver.  The Obligors  have  informed the Agent and the
Banks that the  Obligors  have failed to comply with the  covenant  set forth in
Sections  11.2(b) of the Credit  Agreement for the period  ending  September 30,
2000,  and have  requested  that the  Agent  and each of the  Banks  waive  such
non-compliance.  Upon the effectiveness of this Amendment, the Agent and each of
the Banks hereby waive  compliance with the provisions of Section 11.2(b) of the
Credit  Agreement  solely for the period ended  September  30, 2000.  The waiver
given  herein is  limited  strictly  to its terms  and shall  apply  only to the
specific  provisions  described  herein.  The waiver  contained herein shall not
extend to or affect any other obligations of the Obligors or their  Subsidiaries
contained  in the Credit  Agreement  or any other Loan  Documents  and shall not
impair or prejudice any rights  consequent  thereon.  Nothing  contained in this
waiver shall be construed  to imply a  willingness  on the part of the Agent and
the Banks to grant any similar or other future


<PAGE>

waivers of any of the terms and conditions of the Credit  Agreement or the other
Loan Documents.

         ss.4.  Representations and Warranties.  The Obligors hereby jointly and
severally represent and warrant to the Banks as follows:

         (a) The  execution  and delivery by the Obligors of this  Amendment and
all other  instruments  and agreements  required to be executed and delivered by
the Obligors in connection with the transactions contemplated hereby or referred
to herein (collectively,  the "Amendment Documents"), and the performance by the
Obligors of their  obligations and agreements under the Amendment  Documents and
the Credit  Agreement as amended hereby,  are within the corporate  authority of
each  of  the  Obligors,   have  been  authorized  by  all  necessary  corporate
proceedings  on  behalf  of each  of  such  Persons,  and do not  and  will  not
contravene  any  provision  of  law  or  any of  such  Persons'  charter,  other
incorporation papers, by-laws or any stock provision or any amendment thereof or
of any indenture,  agreement, instrument or undertaking binding upon any of such
Persons.

         (b) The Amendment  Documents and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Obligors,  enforceable in
accordance  with  their  respective  terms,  except as  limited  by  bankruptcy,
insolvency, reorganization,  moratorium or similar laws relating to or affecting
generally the enforcement of creditors' rights.

         (c) No approval or consent of, or filing with, any governmental  agency
or  authority  is  required to make valid and  legally  binding  the  execution,
delivery or performance by the Obligors of the Amendment Documents or the Credit
Agreement  as  amended  hereby,  or  the  consummation  by the  Obligors  of the
transactions  among the parties  contemplated  hereby and thereby or referred to
herein.

         (d) The representations and warranties  contained in ss.8 of the Credit
Agreement were correct at and as of the date made. Except to the extent that the
facts upon which such  representations and warranties were based have changed in
the  ordinary  course  of  business  (which  changes,  either  singly  or in the
aggregate,   have  not  been  materially  adverse),   such  representations  and
warranties also are correct at and as of the date hereof.

         (e) The Obligors have  performed  and complied in all material  respect
with all terms and conditions  herein  required to be performed or complied with
by them prior to or at the time hereof, and as of the date hereof,  after giving
effect to the provisions hereof,  there exists no Default or Event of Default or
condition which,  with either or both the giving of notice or the lapse of time,
would result in a Default or an Event of Default upon the execution and delivery
of the Amendment Documents or otherwise.

         ss.5.   Conditions  to  Effectiveness.   This  Amendment  shall  become
effective  as of the date hereof  upon  satisfaction  of each of the  conditions
precedent set forth in thisss.5:

         (a) Delivery. The Obligors, the Banks and the Agent shall have executed
and delivered this Amendment.



<PAGE>

         (b) Amendment Fee. The Obligors shall have paid an amendment fee in the
amount of [$11,550] to the Agent for the benefit of the Banks.

         (c) Proceedings  and Documents.  All proceedings in connection with the
transactions  contemplated by this Amendment and all documents  incident thereto
shall be reasonably  satisfactory  in substance  and form to the Agent,  and the
Agent  shall  have  received  copies  of all  final  documents  relating  to the
Leaseback  Transaction,  and all information and such  counterpart  originals or
certified or other copies of such documents as the Agent may reasonably request.

         ss.6.  Miscellaneous  Provisions.  (a)  Except as  otherwise  expressly
provided by this Amendment,  all of the terms,  conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement,  as amended hereby,  shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.

         (b) This  Amendment  is intended to take effect as an  agreement  under
seal  and  shall  be  construed  according  to and  governed  by the laws of the
Commonwealth of Massachusetts.

         (c) This Amendment may be executed in any number of  counterparts,  but
all such counterparts  shall together  constitute but one instrument.  In making
proof of this Amendment it shall not be necessary to produce or account for more
than  one  counterpart  signed  by  each  party  hereto  by  and  against  which
enforcement hereof is sought.

         (d) The  Obligors  hereby  agree to pay to the Agent,  on demand by the
Agent, all reasonable  out-of pocket costs and expenses incurred or sustained by
the  Agent in  connection  with the  preparation  of this  Amendment  (including
reasonable legal fees and expenses).




<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first written above.


                                          MORGAN DRIVE AWAY, INC.


                                          By: /s/ Dennis R. Duerksen
                                             -----------------------------------
                                                   Title: Vice President


                                          TDI, INC.


                                          By: /s/ Dennis R. Duerksen
                                             -----------------------------------
                                                   Title: Vice President


                                          MORGAN FINANCE, INC.


                                          By: /s/ Dennis R. Duerksen
                                             -----------------------------------
                                                   Title: Vice President


                                          THE MORGAN GROUP, INC.


                                          By: /s/ Dennis R. Duerksen
                                             -----------------------------------
                                                   Title: Vice President


                                          FLEET NATIONAL BANK (formerly known as
                                            BankBoston, N.A.),
                                            individually and as Agent


                                          By:__________________________
                                                   Title:




<PAGE>


                                   Schedule 1
                                   ----------

Bank                         Commitment Amount            Commitment Percentage
----                         -----------------            ---------------------
Fleet National Bank          $7,700,000                   100%

                TOTAL:       $7,700,000                   100%