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              IN THE COURT OF CHANCERY OF THE STATE OF D E L A W A R E   - -

                               IN AND FOR NEW CASTLE COUNTY

Christopher C. Elliott, Pro Se         )1
                Petitioner,            1               C-A,  No.  17567-NC
V .                                    1

                                       >
MORGAN PRODUCTS LIMITED,  )
Name changed to:                       >
Andersen Distribution Inc.,            >>
                Respondent.            >

                      ANSWER OF ANDERSEN DISTRIBUTION. INC.
                                TO PETITION FOR APPRAISAL

       Respondent, Andersen Distribution, Inc., hereby answers Petitioner Christopher C. Elliott's

Petition for Appraisal as follows:

        1.      Respondent denies that Petitioner is entitled to a jury trial.

       2.       Respondent admits only that Petitioner is the record owner of only 11,500 shares

of Morgan Products Limited ("Morgan Products"). Respondent is without sufficient information

to form a belief as to the truth of the remaining allegations in this paragraph and, therefore,

the same.

       3.       Respondent admits that a merger of Morgan Products, a Delaware corporation, into

Andersen Distribution, Inc. ("Andersen'), a Delaware corporation, was effected on July 29, 1999.

Respondent further admits that Morgan Products' principal place of business was 469 McLaws

Circle, Williamsburg, Virginia 23185-5645, and that its registered agent is Corporation Trust

Company, 1209 Orange Street, Wilmington, Delaware 19801. Respondent is without knowledge

or information sufficient to form a belief as to the truth of the remaining allegations in this

paragraph and, therefore, denies the same.

         IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                        IN AND FOR NEW CASTLE COUNTY

Christopher C. Elliott, Pro Se )
                            Petitioner  ))
           V .



                                          i
MORGAN PRODUCTS LIMITED                   1
Name changed to:
Andersen Distribution Inc.                i
                             Respondent)

                                                                     " c
                           PETITION FOR APPRAISAL                    < c
                  Christopher C. Elliott, Pro Se, Sole Proprietor;
dba ELLIOTT MERCANTILE COMPANY, pursuant to 8 Del. C.
Section 262, hereby petitions the Court of Chancery for a
determination of the fair value of the shares of stock of
MORGAN PRODUCTS LIMITED  (MPL),and, in support thereof,
states as follows:
                  1. Petitioner respectfully requests a Trial by
Jury.
                  2. Petitioner Christopher C. Elliott, is the
holder of record of 11,500 shares of MPL, 4,500 shares in
street name with DISCOVER BROKERAGE DIRECT, and 10,000
shares in street name with BROWN & COMPANY, for a total of
26,000 shares of MPL.
                  3. Respondent, MORGAN PRODUCTS LIMITED (MPL) is a
Delaware corporation, was acquired on July 29, 1999, by
Andersen Distribution Inc., a Delaware corporation, wholly
owned by Anderson Windows, Inc., a wholly-owned subsidiary
of Andersen Corporation (Andersen). MPL principal place of
business is: 469 McLaws Circle, Williamsburg, VA,
23185-5645.          MPL name was changed after the merger of July
29, 1999 to Andersen Distribution Inc.          Registered Agent:
                  CORPORATION TRUST COMPANY
                  1209 Orange Street
                  Wilmington, DE 19801
                  4. Petitioner, Christopher C. Elliott, Pro Se, is
the Sole Proprietor, dba ELLIOTT MERCANTILE COMPANY, a Sole



Proprietorship, principal place of business is:  P-0. Box
5713, Walnut Creek, CA., 94596-5713.
              5. Suzanne Y. Pierce, daughter of Petitioner has