AMENDMENT NO. 1

                                       TO

                           LOAN AND SECURITY AGREEMENT

     THIS AMENDMENT NO. 1 (this "Amendment") is entered into as of May 10, 2004,
by and among BROWN JORDAN  INTERNATIONAL,  INC., a Florida corporation  ("BJI"),
the other  entities  designated as a "Borrower"  on the  signature  pages hereto
(together with BJI, each a "Borrower," and collectively,  the "Borrowers"),  the
financial  institutions set forth on the signature pages hereto (each a "Lender"
and  collectively,  "Lenders")  and GMAC  COMMERCIAL  FINANCE  LLC, as agent for
Lenders (in such capacity, "Agent").

                                   BACKGROUND

     Borrowers, Guarantors, Agent and Lenders are parties to a Loan and Security
Agreement  dated as of March 31, 2004 (as  amended,  restated,  supplemented  or
otherwise  modified from time to time, the "Loan  Agreement")  pursuant to which
Agent and Lenders provide Borrowers with certain financial accommodations.

     Borrowers have requested that Agent and Lenders make certain  amendments to
the Loan Agreement,  and Agent and Lenders are willing to do so on the terms and
conditions hereafter set forth.

     NOW, THEREFORE,  in consideration of any loan or advance or grant of credit
heretofore  or  hereafter  made to or for the account of  Borrowers by Agent and
Lenders,  and for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.  Definitions.  All capitalized  terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.

     2. Amendment to Loan  Agreement.  Subject to satisfaction of the conditions
precedent set forth in Section 3 below,  the Loan Agreement is hereby amended as
follows:

                     (a) Section 1.2 is amended as follows:

     (i) The definition of "Other  Documents"  shall be amended by deleting such
definition in its entirety and by substituting therefore the following:

     "Other  Documents"  shall  mean,  collectively,  (x) the  Notes,  any Hedge
Agreement,  any  Guaranty  and any and all  other  agreements,  instruments  and
written contractual  obligations,  including,  without  limitation,  guaranties,
security  agreements,  pledges,  powers  of  attorney,  consents,  and all other
writings  heretofore,  now or  hereafter  executed  by  any  Loan  Party  and/or
delivered  to Agent,  any Lender or any  Issuer in  respect of the  transactions
contemplated by this Agreement and (y) the agreements  entered into from time to
time in the  ordinary  course of the Loan  Parties'  business  (the  "BofA  Cash
Management  Documents") between Loan Parties and Bank of America,  N.A. ("BofA")
with respect to cash management  services and controlled  disbursement  services
provided by BofA to Loan Parties.
<PAGE>

     (ii) The definition of  "Settlement  Date" shall be amended by deleting the
word "monthly" and by substituting therefore the word "weekly".

     (b) Section  2.1(c)  shall be amended by deleting  the words "at least once
every month" and by substituting therefore the words "at least once every week".

     (c) Section  9.8 shall be amended by deleting  the words "(but in any event
within  forty-five  (45) days  after  the end of each  fiscal  quarter,"  and by
substituting  therefore  the words "(but in any event within (x) sixty (60) days
after the end of the fiscal quarter ended March 31, 2004 and (y) forty-five (45)
days after the end of each succeeding fiscal quarter),".

     (d) Section 11.2 shall be amended by deleting  such Section in its entirety
and substituting therefor the following:

     "Subject  to  the  terms  of the  Intercreditor  Agreements,  the  proceeds
realized from the sale of any Collateral shall be applied as follows:  first, to
the  reasonable  costs,  expenses and attorneys'  fees and expenses  incurred by
Agent for  collection  and for  acquisition,  completion,  protection,  removal,
storage,  sale and delivery of the Collateral;  second, to interest due upon any
of the Obligations  (excluding Obligations arising under Hedge Agreements and/or
the BofA Cash Management  Documents);  third, to fees payable in connection with
this  Agreement;  fourth,  to furnish to Agent cash  collateral in an amount not
less than 105% of the aggregate  undrawn  amount of all Letters of Credit,  such
cash collateral  arrangements to be in form and substance satisfactory to Agent;
fifth, to the principal of the Obligations  (excluding Obligations arising under
Hedge  Agreements  and/or the BofA Cash  Management  Documents);  sixth,  to all
remaining  unpaid  Obligations   (excluding   Obligations  arising  under  Hedge
Agreements and/or the BofA Cash Management  Documents);  seventh, to Obligations
arising  under  Hedge  Agreements  and/or  the BofA  Cash  Management  Documents
(provided,  however, that no more than $500,000 of proceeds of Collateral may be
applied to Obligations under the BofA Cash Management Documents), and eighth, to
the  appropriate  Loan  Party  (subject  to the  equal or prior  claims of other
Persons under applicable law). If any deficiency shall arise, Loan Parties shall
remain liable to Agent and Lenders therefor. If it is determined by an authority
of  competent  jurisdiction  that a  disposition  by  Agent  did not  occur in a
commercially  reasonably manner,  Agent may obtain a deficiency judgment for the
difference  between  the  amount  of  the  Obligation  and  the  amount  that  a
commercially reasonable sale would have yielded. Agent will not be considered to
have offered to retain the Collateral in satisfaction of the Obligations  unless
Agent has entered into a written agreement with Loan Party to that effect."

     3. Conditions of Effectiveness.  This Amendment shall become effective upon
satisfaction of the following  conditions  precedent:  Agent shall have received
(i) four (4) copies of this Amendment  executed by each Loan Party,  each Lender
and  Agent,  and (ii)  all  such  other  certificates,  instruments,  documents,
agreements  and  opinions of counsel as may be required by Agent or its counsel,
each of which  shall  be in form and  substance  satisfactory  to Agent  and its
counsel.
<PAGE>

     4.  Representations  and Warranties.  Each Loan Party hereby represents and
warrants as follows:

     (a) This Amendment and the Loan Agreement,  as amended  hereby,  constitute
legal,  valid and binding  obligations  of the Loan Parties and are  enforceable
against the Loan Parties in accordance with their respective terms.

     (b) Upon the  effectiveness  of this  Amendment,  each  Loan  Party  hereby
reaffirms  all  covenants,  representations  and  warranties  made  in the  Loan
Agreement to the extent the same are not amended  hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.

     (c) No Event of Default or Default has occurred and is  continuing or would
exist after giving effect to this Amendment.

     (d) No Loan Party has any defense,  counterclaim  or offset with respect to
the Loan Agreement.

     5. Effect on the Loan Agreement.

     (a) Upon the effectiveness of Section 2 hereof,  each reference in the Loan
Agreement to "this Agreement,"  "hereunder," "hereof," "herein" or words of like
import shall mean and be a reference to the Loan Agreement as amended hereby.

     (b) Except as  specifically  amended herein,  the Loan  Agreement,  and all
other  documents,  instruments  and  agreements  executed  and/or  delivered  in
connection  therewith,  shall  remain in full force and  effect,  and are hereby
ratified and confirmed.

     (c) The execution,  delivery and  effectiveness of this Amendment shall not
operate  as a waiver of any  right,  power or remedy  of Agent or  Lenders,  nor
constitute  a waiver  of any  provision  of the  Loan  Agreement,  or any  other
documents,  instruments  or agreements  executed  and/or  delivered  under or in
connection therewith.

     6.  Governing  Law. This  Amendment  shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors and assigns and
shall be governed by and construed in  accordance  with the laws of the State of
New York.

     7. Headings.  Section  headings in this  Amendment are included  herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

<PAGE>


     8. Counterparts;  Facsimile.  This Amendment may be executed by the parties
hereto in one or more  counterparts,  each of which  shall be deemed an original
and all of  which  when  taken  together  shall  constitute  one  and  the  same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first written above.

                                            BROWN JORDAN INTERNATIONAL, INC.,
                                            as Borrowing Agent and as a Borrower


                                            By:   /s/ John W. Frederick
                                                  John W. Frederick,
                                                  Executive Vice President and
                                                  Chief Administrative Officer

                                            BJ MEXICO IV, INC.
                                            BJ MEXICO V, INC.
                                            BROWN JORDAN COMPANY
                                            CASUAL LIVING WORLDWIDE, INC.
                                            CHARTER FURNITURE CORPORATION
                                            LODGING BY LIBERTY, INC.
                                            LOEWENSTEIN, INC.
                                            POMPEII FURNITURE CO., INC.
                                            SOUTHERN WOOD PRODUCTS, INC.
                                            TEXACRAFT, INC.
                                            TROPIC CRAFT, INC.
                                            WABASH VALLEY MANUFACTURING, INC.
                                            WINSTON FURNITURE COMPANY OF
                                               ALABAMA, INC.
                                            THE WOODSMITHS COMPANY,
                                            as Borrowers


                                            By:   /s/ John W. Frederick
                                                  John W. Frederick,
                                                  Executive Vice President and
                                                  Chief Administrative Officer


<PAGE>


                                 CONFIRMED AND ACKNOWLEDGED:


                                 BJCLW HOLDINGS, INC.
                                 BJI EMPLOYEES SERVICES, INC.
                                 BJIP, INC.
                                 WINSTON PROPERTIES, INC.,
                                 as Guarantors


                                 By:   /s/ John W. Frederick
                                       John W. Frederick,
                                       Executive Vice President and
                                       Chief Administrative Officer


                                 WLFI HOLDINGS, INC.,
                                 as a Loan Party


                                 By:   /s/ John W. Frederick
                                       John W. Frederick,
                                       Executive Vice President and
                                       Chief Administrative Officer



                                 GMAC COMMERCIAL FINANCE LLC,

                                 as a Lender, as Swingline Lender and as Agent


                                 By:  /s/ Steven Dempsey

                                      Steven Dempsey,
                                      Director


                                 MERRILL LYNCH CAPITAL, a
                                 division of Merrill Lynch
                                 Business Financial
                                 Services, Inc.,

                                 as a Lender


                                 By: /s/ Merrill Lynch Capital
                                 Name:
                                 Title: