AMENDMENT AGREEMENT NO. 1

                                 to that certain

                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                          dated as of January 28, 1999

         This AMENDMENT NO. 1 (the "Amendment"),  dated as March 31, 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 definition of "Applicable  Overadvance Amount" in ss.1.1 of the
Credit  Agreement is hereby  amended by inserting  the following new sentence at
the end thereof:

         "Notwithstanding  the foregoing,  at all times from and after March 31,
         2000, the Applicable Overadvance Amount shall be equal to $0."

         (b) The  definition  of  "Consolidated  EBITDA"  shall  be  amended  by
inserting at the end of such definition  immediately  preceding the period,  the
following clause:

         "plus, in the case of expense,  and minus,  in the case of income,  (g)
noncash  income or expense  for such  period in respect  of  compensatory  stock
options."

         (c) The definition of "Pricing Table" in ss.1.1 of the Credit Agreement
is hereby amended by deleting said  definition in its entirety and  substituting
therefor the following new definition:

<PAGE>

         "Pricing  Table.  For each  period  commencing  on an  Adjustment  Date
         through the date immediately preceding the next Adjustment Date (each a
         "Rate  Adjustment   Period"),   the  applicable  margin  shall  be  the
         applicable  percentage  set forth below with  respect to the  Obligors'
         Leverage  Ratio,  as determined at the end of the fiscal quarter of the
         Obligors  and  their  Subsidiaries  ending  immediately  prior  to  the
         applicable Rate Adjustment Period:

<TABLE>
<CAPTION>

Level       Leverage Ratio                       Applicable        Applicable Base        Commitment
                                               Eurodollar Rate       Rate Margin             Fee
                                                   Margin
----------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>                  <C>
I           Greater than or equal to               2.250%              0.750%               0.625%
            3.00 to 1.00

II          Less than 3.00 to 1.00 and             2.000%              0.500%               0.625%
            greater than or equal to
            2.25 to 1.00

III         Less than 2.25 to 1.00 and             1.750%              0.250%               0.500%
            greater than or equal to
            1.50 to 1.00

IV          Less than 1.50 to 1.00 and             1.500%              0.250%               0.500%
            greater than or equal to
            1.00 to 1.00

V           Less than 1.00 to 1.00                 1.250%              0.250%               0.500%

</TABLE>

                  Notwithstanding  the foregoing,  (a) for the period commencing
         on the Closing Date through the end of the month in which the quarterly
         compliance  certificate for the fiscal quarter ending March 31, 1999 is
         delivered pursuant to ss.9.4(d) hereof, the applicable margin for Loans
         shall be that percentage  corresponding to Level II in the table above,
         and (b) if the  Obligors  fail to deliver  any  Compliance  Certificate
         pursuant to ss.9.4(d)  hereof,  then for the period  commencing  on the
         first day of the month  immediately  following the date such Compliance
         Certificate  was  due  through  the  date  immediately   preceding  the
         Adjustment  Date that occurs  immediately  following  the date on which
         such  Compliance  Certificate is delivered,  the applicable  margin for
         Loans shall be that  percentage  corresponding  to Level I in the table
         above."

         (d) The  following  new  definition  shall be  inserted in Section 1 in
appropriate alphabetical sequence:

         "Reference  Period.  A period of  twelve  consecutive  calendar  months
         ending on the relevant date of  calculation,  or such smaller number of
         months as shall have elapsed from April 1, 2000 to such date."


<PAGE>

         (e)  Section  9.4(d)  of the  Credit  Agreement  is hereby  amended  by
inserting after the words  "referred to in subsections  (a) and (b) above",  the
words "and,  for each  calendar  month ending during the period of June 30, 2000
through  December  31,  2000,  within  fifteen  (15) days  after the end of each
calendar month".

         (f)  Section  10.4 of the  Credit  Agreement  is hereby  amended by (i)
replacing the number "200,000" with the number  "$120,000" in subclause  (b)(i),
and (ii) by deleting subclauses (b)(ii) and (b)(iii) in their entirety.

         (g) Section 11.2 of the Credit  Agreement  is amended by deleting  said
Section 11.2 in its entirety and substituting therefor the following new Section
11.2:

                  "11.2.   Cash Flow Coverage Ratio.

                  (a) The Obligors and their Subsidiaries will not permit, as at
         the end of any  calendar  quarter  of the  Obligors  ending  during any
         period  described  in the  table  set  forth  below,  the  ratio of (1)
         Consolidated  EBITDA  for the  period  of twelve  consecutive  calendar
         months then ending to (2) the sum of (A)  Consolidated  Total  Interest
         Expense for such  period plus (B)  scheduled  principal  payments  with
         respect to  Consolidated  Funded Debt (including  capitalization  lease
         payments) due and payable  during such period to be less than the ratio
         set forth opposite such period in such table:


                  Fiscal Period                                  Ratio
              ----------------------------------------------------------
              Closing Date - 6/30/99                           1.20:1.00

                7/1/99 - 12/31/99                              1.50:1.00

         provided,   that,   scheduled   principal   payments  with  respect  to
         consolidated  Funded Debt shall be deemed to include an amount equal to
         twenty  percent (20%) of the sum of (A)  outstanding  Revolving  Credit
         Loans plus (B) Unpaid  Reimbursement  Obligations as at the end of such
         fiscal month.

                  (b) The Obligors and their Subsidiaries will not permit, as at
         the end of any  calendar  month  of the  Obligors  commencing  with the
         calendar  month ended  April 30,  2000,  the ratio of (a)  Consolidated
         EBITDA  for the  Reference  Period  then  ending  to (b) the sum of (1)
         Consolidated  Total Interest Expense for such period plus (2) scheduled
         principal payments with respect to Consolidated  Funded Debt (including
         capitalized  lease  payments) due and payable  during such period to be
         less than 1.50:1.00;  provided, that, scheduled principal payments with
         respect  to  Consolidated  Funded  Debt  shall be deemed to  include an
         amount equal to twenty  percent 20% of the result of (X) the sum of (A)
         outstanding  Revolving  Credit  Loans  plus  (B)  Unpaid  Reimbursement
         Obligations  as at the end of such fiscal  quarter times (Y) a fraction
         equal to (C) the number of months in such  Reference  Period divided by
         (D) 12."



<PAGE>

         (h) Section 11.3 of the Credit  Agreement is hereby amended by deleting
said Section 11.3 in its entirety and  substituting  therefor the  following new
Section 11.3:

                  "11.3.  Interest Coverage Ratio.

                  (a) The Obligors and their Subsidiaries will not permit, as at
         the end of any fiscal quarter of the Obligors  ending during any period
         described in the table set forth below,  the ratio of (a)  Consolidated
         EBITDA  for  four  consecutive  fiscal  quarters  then  ending  to  (b)
         Consolidated Total Interest Expense for such period to be less than the
         ratio set forth opposite such period in such table:



                  Fiscal Period                                   Ratio
              -----------------------------------------------------------
              Closing Date - 6/30/99                            3.00:1.00

                7/1/99 - 12/31/99                               4.00:1.00


                  (b) The Obligors and their Subsidiaries will not permit, as at
         the end of any calendar month the Obligors  commencing  with the fiscal
         quarter ending April 30, 2000, the ratio of (a) Consolidated EBITDA for
         the Reference  Period then ending to (b)  Consolidated  Total  Interest
         Expense for such period to be less than 4.00:1.00."

         (i) Section 11 of the Credit  Agreement is hereby  amended by inserting
the following new ss.11.6:

                  "ss.11.6.  Minimum Net Income.  The Obligors  will not permit,
         for any fiscal quarter  commencing  with the fiscal quarter ending June
         30, 2000, Consolidated Net Income to be less than $1.00 for such fiscal
         quarter."

         ss.3.  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
the 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.

<PAGE>

         (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  respects
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 not 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.4.   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.4:

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

         (b) Amendment Fee. The Obligors shall have paid an amendment fee in the
amount of $25,000 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.5.  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.

<PAGE>

         (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 Duerksen
                                             -----------------------------------
                                                   Title: Vice President


                                          TDI, INC.


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


                                          MORGAN FINANCE, INC.


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


                                          THE MORGAN GROUP, INC.


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


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


                                          By: /s/ Katherine Brand
                                             -----------------------------------
                                                   Katherine Brand
                                                   Title: Vice President