SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
            ---------------------------------------------------------

         This Second Amendment to Amended and Restated Credit Agreement is made
as of this 13th day of August, 2001 by and among


     WICKES INC. (formerly Wickes Lumber Company),  a Delaware  corporation,  as
     Lead  Borrower (the "Lead  Borrower")  for the  "Borrowers"  which are said
     WICKES, INC.and WICKES LUMBER L.P., a Delaware limited partnership, and

     each of those  financial  institutions  identified  as  Lenders  on Annex I
     hereto  (together with each of their  successors  and assigns,  referred to
     individually as a "Lender" and collectively as the "Lenders"), and

     FLEET RETAIL  FINANCE  INC.,  acting as agent for the Lenders in the manner
     and to the extent  described  in Article 11 hereof (in such  capacity,  the
     "Agent"), and

     BANK OF AMERICA, N.A., as Documentation Agent (the "Documentation  Agent"),
     and

     FLEET NATIONAL BANK, as issuer of letters of credit (in such capacity,  the
     "Issuing Bank")

in  consideration  of the mutual  covenants  herein contained and benefits to be
derived herefrom.

                               W I T N E S S E T H
                               -------------------

     A.  Reference  is made to the Amended and  Restated  Credit  Agreement  (as
amended and in effect, the "Credit  Agreement") dated as of December 13, 2000 by
and among the Lead Borrower, the Lenders, the Agent, the Documentation Agent and
the Issuing Bank.

     B. The Lead Borrower is  contemporaneously  herewith (i)  transferring  and
contributing  its assets located in the states of Michigan and Indiana to Wickes
Lumber  L.P.,  subject  to the  Liens  in  favor  of the  Agent  under  the Loan
Documents,  in  consideration  of the Lead  Borrower's  receipt  of the  general
partner's  interest  (entitling  the Lead  Borrower  to a one  percent  economic
interest) and a limited  partnership  interest (entitling the Lead Borrower to a
98%  economic  interest)  in said Wickes  Lumber  L.P.,  and (ii) in a series of
transactions,  transferring its limited partnership  interest and $1,000 in cash
to Wickes Midwest,  Inc. in consideration of the issuance of 100% of the capital
stock of said Wickes Midwest,  Inc. to the Lead Borrower.  Wickes Midwest,  Inc.
will contribute  $1,000 in cash to Wickes Lumber,  L.P. in  consideration of the
issuance of an additional 1% limited partnership interest in Wickes Lumber, L.P.
to Wickes Midwest, Inc.



<PAGE>2



     C.  Wickes  Lumber  L.P.  desires  to become a  borrower  under the  Credit
Agreement  and to  jointly  and  severally  with the Lead  Borrower,  assume all
Obligations  thereunder  (whether now  existing or  hereafter  arising) and will
appoint the Lead  Borrower as its agent for  purposes  of  requesting  Revolving
Loans  under  the  Credit  Agreement  and  otherwise   dealing  with  the  Agent
thereunder.

     Accordingly,  the Agent, the Lenders,  the Documentation Agent, the Issuing
Bank, the Lead Borrower and Wickes Lumber L.P. agree as follows:

     1.  Definitions.  (a)  Capitalized  terms  used  herein  and not  otherwise
         ------------
defined  herein shall have the meanings  assigned to such terms in
the Credit Agreement.

     2.  Amendments  to Article 1 of the Credit  Agreement.  The  provisions  of
         --------------------------------------------------
Article  1  of  the  Credit Agreement are hereby amended as follows:

     a.    The  definition of "Borrower" is hereby  deleted in its entirety and
           the following substituted in its stead:

           Borrower shall mean  individually and  collectively,  as
           --------
           applicable,  Wickes,  Inc.,  a Delaware  corporation,  and Wickes
           Lumber L.P., a Delaware  limited  partnership  and any  permitted
           successor or assign of either of the foregoing.

     b.    The following new definitions are hereby added to Article 1:

           Average: The actual amount of outstanding Revolving Loans and
           --------
           Letter of Credit  Obligations  for the period of measurement
           divided by the actual number of days elapsed in such period.

           Bank Projections.  The management prepared projections dated
           ----------------
           August 7, 2001 of the Borrower's operations for the period
           through  October 31,  2001,  and any similar projections  for
           periods  after  October  31,  2001,  which projections  shall
           be reasonably  acceptable to the Majority Lenders.

           Lead Borrower shall mean Wickes, Inc., a Delaware corporation.
           -------------

           Realty  Reserves  shall  mean an amount  equal to 20% of the
           ----------------
           Fair Market Value of any Eligible Real Estate, provided that
           no Realty  Reserve  shall be  established  unless  there are
           fewer than  twenty  properties  constituting  Eligible  Real
           Estate.

     c.    The  definition  of  "Consolidated  Net Worth" is hereby  deleted in
its entirety.

<PAGE>3


     3. Amendment to Add New Article.  The Credit Agreement is hereby amended to
     --------------------------------
add  the  following  new  Article  1A  immediately following Article 1:




          ARTICLE 1A DESIGNATION OF LEAD BORROWER AS BORROWERS' AGENT.

          1A.1 Appointment of Lead Borrower.


          Each  Borrower  hereby  irrevocably  designates  and appoints the Lead
          Borrower  as that  Borrower's  agent to obtain  Loans and  Letters  of
          Credit  hereunder,  the  proceeds of which shall be  available to each
          Borrower for those uses as those set forth  herein.  As the  disclosed
          principal for its agent, each Borrower shall be obligated to the Agent
          and each  Lender on account of Loans so made and  Letters of Credit so
          issued  hereunder as if made directly by the Lenders to that Borrower,
          notwithstanding  the manner by which such Loans and  Letters of Credit
          are recorded on the books and records of the Lead  Borrower and of any
          Borrower.

          1A.2 Assumption of Obligations.

          Each Borrower  recognizes that credit  available to it hereunder is in
          excess of and on better  terms than it  otherwise  could obtain on and
          for its own  account  and that  one of the  reasons  therefore  is its
          joining  in the credit  facility  contemplated  herein  with all other
          Borrowers.  Consequently,  each Borrower  hereby assumes and agrees to
          discharge all Obligations of all other Borrowers as if the Borrower so
          assuming were each other Borrower.

          1A.3 Procedures for Obtaining Loans and Letters of Credit.

          (a) The  Lead  Borrower  shall  act as a  conduit  for  each  Borrower
          (including  itself, as a "Borrower") on whose behalf the Lead Borrower
          has  requested  a Loan.  In that  regard  and  without  limiting,  the
          following  references to "Borrower" in the Credit Agreement shall mean
          and refer to the "Lead Borrower":

                 (i)     Definition of Interest Period.
                 (ii)    Sections 2.2(a) and 2.2(b)(ii) with respect to Notices
                         of Borrowing.
                 (iii)   Section 2.2(c)(i) with respect to instructions from the
                         Borrower.
                 (iv)    Sections 2.2(d)(ii) and (iii).
                 (v)     Section 2.6(b).
                 (vi)    Section 2.9(b).
                 (vii)   Section 3.1 regarding requests for Letters of Credit.
                 (viii)  Section 3.2.
                 (ix)    Section 3.4 regarding Letter of Credit Requests.
                 (x)     Section 4.4(f) with respect to instructions from the
                         Borrower.
                 (xi)    Section 4.5 with respect to notices of prepayments and
                         instructions from the Borrower.
                 (xii)   Sections 5.7(a) and 5.7(b) with respect to Notices of
                         Continuation and Notices of Conversion.
                 (xiii)  Section 5.7(c).

          (b) The Lead Borrower shall cause the transfer of the proceeds of each
          Loan  to the  (those)  Borrower(s)  on  whose  behalf  such  Loan  was
          obtained.  Neither the Agent nor any Lender shall have any  obligation
          to see to the application of such proceeds.



<PAGE>4



          (c) If,  for any  reason,  and at any  time  during  the  term of this
          Agreement,

               (i) any Borrower,  including the Lead Borrower,  as agent for the
               Borrowers,  shall be unable to, or  prohibited  from carrying out
               the terms and  conditions of this Agreement (as determined by the
               Agent in the Agent's sole and absolute discretion); or

               (ii) the Agent  deems it  inexpedient  (in the  Agent's  sole and
               absolute  discretion) to continue  making Loans and cause Letters
               of Credit to be issued to or for the  account  of any  particular
               Borrower,  or to channel such Loans and Letters of Credit through
               the Lead Borrower,

          then the Lenders shall make Loans  directly to, and cause the issuance
          of Letters of Credit directly for the account of such of the Borrowers
          as the Agent determines to be expedient, which Loans shall be made and
          Letters  of Credit  may be  issued  without  regard to the  procedures
          otherwise included herein.

          (d) In the event  that the Agent  determines  to forgo the  procedures
          included  herein  pursuant to which Loans and Letters of Credit are to
          be channeled  through the Lead Borrower,  then the Agent may designate
          one or more of the  Borrowers  to  fulfill  the  financial  and  other
          reporting   requirements   otherwise  imposed  herein  upon  the  Lead
          Borrower.

          (e) Each of the  Borrowers  shall  remain  liable to the Agent and the
          Lenders for the  payment and  performance  of all  Obligations  (which
          payment and performance shall continue to be secured by all Collateral
          granted by each of the Borrowers) notwithstanding any determination by
          the Agent to cease  making  Loans or  causing  Letters of Credit to be
          issued to or for the benefit of any Borrower.

          1A.4 Continuation of Authority.

          The  authority  of the Lead  Borrower to request  Loans and Letters of
          Credit on behalf of, and to bind, the Borrowers, shall continue unless
          and until the Agent acts as provided in Section  1A.3,  above,  or the
          Agent actually receives

          (a) written notice of: (i) the termination of such authority, and (ii)
          the subsequent appointment of a successor Lead Borrower,  which notice
          is signed by the  respective  Presidents of each Borrower  (other than
          the President of the Lead Borrower  being  replaced) then eligible for
          borrowing under this Agreement; and



<PAGE>5



          (b) written  notice from such  successive  Lead Borrower (i) accepting
          such appointment; (ii) acknowledging that such removal and appointment
          has been  effected  by the  respective  Presidents  of such  Borrowers
          eligible for borrowing under this Agreement;  and (iii)  acknowledging
          that from and after the date of such appointment,  the newly appointed
          Lead  Borrower  shall be bound by the terms  hereof,  and that as used
          herein,  the term "Lead  Borrower"  shall mean and  include  the newly
          appointed Lead Borrower.

     4.  Amendments  to  Article  2. The  provisions of Article 2 of the Credit
         ---------------------------
Agreement are hereby amended as follows:


     a.   The  provisions  of Section 2.1 of the Credit  Agreement are hereby
          amended by adding the following new provision  immediately  before the
          final paragraph thereof:

            Notwithstanding  anything to the contrary herein contained,  from
            and after  August 13,  2001,  the Average  outstanding  Revolving
            Loans and Letter of Credit  Obligations during any calendar month
            shall  not  exceed  115% of the  amounts  projected  on the  Bank
            Projections.

     b.     The  provisions  of Section  2.2(d) of the Credit  Agreement  are
            hereby amended by deleting  the words "3:00 p.m.  Boston  time" in
            the fourth line thereof and substituting the words "2:00 p.m. Boston
            time" in their stead.

     5.  Amendments  to Article 3. The  provisions  of Section 3.1 of the Credit
         -------------------------
Agreement are hereby  amended by adding the following new provision  immediately
at the end of subparagraph (a) thereof:

            Notwithstanding  anything to the contrary herein  contained,  from
            and after August 13, 2001,  the Average  outstanding  Revolving
            Loans and Letter of Credit  Obligations  during  any  calendar
            month  shall not exceed 115% of the amounts projected on the Bank
            Projections;

     6.  Amendments  to  Article  4. The  provisions  of Article 4 of the Credit
         ---------------------------
Agreement are hereby amended as follows:

     a.    The  provisions  of Section  4.4(b) of the Credit  Agreement  are
           hereby deleted in their entirety and the following substituted in
           their stead:



<PAGE>6



          (b) If the  Borrower  or any of its  Subsidiaries  receives  after the
          Initial  Closing Date any proceeds  from any Asset Sale (other than as
          set forth in Section  9.6(i),  (ii), and (iii)  hereof),  the Borrower
          shall pay to the Agent,  as and when  received by the Borrower or such
          Subsidiary  and as a  mandatory  prepayment  a sum  equal  to (i)  one
          hundred  percent  (100%)  of the  Net  Cash  Proceeds  thereof  if the
          property  which is the  subject of the Asset Sale does not  consist of
          Eligible Real Estate, and (ii) the lesser of (A) the Net Cash Proceeds
          from any Asset Sale which  consists  of  Eligible  Real  Estate or (B)
          eighty  percent  (80%) of the Fair Market Value of any  Eligible  Real
          Estate  which is the subject of an Asset Sale (with the balance of the
          Net Cash  Proceeds  to be  applied  in  reduction  of the  outstanding
          Revolving Loans).  The mandatory  prepayment  contained in this clause
          (b) shall not  constitute  a consent by the  Lenders to any Asset Sale
          otherwise prohibited by this Agreement.

     b.   The provisions of Section 4.4(e) of the Credit Agreement are hereby
          deleted  in their  entirety  and the  following  substituted  in their
          stead:

          The outstanding  principal  balance of the Term Loans shall at no time
          exceed (i) sixty per cent (60%) of the Fair  Market  Value of Eligible
          Real Estate,  less (ii) Realty Reserves.  If the principal  balance of
          the Term Loans exceeds such percentage, the Borrower, within three (3)
          days after  notice from the Agent,  shall repay the Term Loans in such
          amount as may be necessary so that such percentage is not exceeded.


    7.    Amendments to Article 5. The  provisions of Section  5.7(c)(vi) of
          ------------------------
          the Credit  Agreement  are hereby  deleted in their  entirety  and the
          following substituted in their stead:

               (vi) There shall not be  outstanding at any one time more than an
               aggregate  of eight (8)  Revolving  Loans or three (3) Term Loans
               which consist of Eurodollar Rate Loans.

    8.   Amendments to Article 7.  The provisions of Article 7 of the Credit
         -----------------------
Agreement are hereby amended as follows:

    a.     The  provisions of Section 7.1 (i) are hereby amended by adding (i)
           the words "or limited  partnership" after the word "corporation",
           and (ii) the words "or organization" at the end thereof.

    b.     The provisions of Section 7.2 are hereby amended by adding the words
           "or partnership" after the word "corporate" where the same appears.

   9.  Amendments to Article 8.   The provisions of Article 8 of the Credit
       -----------------------
Agreement are hereby amended as follows:

   a.       The provisions of Section 8.4 of the Credit Agreement are
            hereby amended by adding the words "or limited partnership"
            after the word "corporate" in clause (i) thereof.

   b.       The provisions of Section 8.14(a) of the Credit Agreement are
            hereby amended by deleting the words "one time" in clause (y)
            thereof and substituting the words "three times" in their
            stead.

  10.   Amendments to Article 9.  The provisions of Article 9 of the Credit
        -----------------------
Agreement are hereby amended as follows:

<PAGE>7



   a        The provisions of Section 9.2 are hereby deleted in their entirety.

   b.       The provisions of Section 9.4 are hereby amended by adding the
            following new clauses:

            (g) Indebtedness owing to the Lead Borrower by any other Borrower.

            (h) Subordinated Indebtedness from Wickes Lumber, L.P. owing to
            Wickes Midwest, Inc. in the principal amount not to exceed
            $55,000,000.

   c.       The provisions of Section 9.6 are hereby amended by adding the
            following new clauses at the end thereof:

            (v) transfers by the Lead Borrower to Wickes Midwest, Inc. and/or
            Wickes Lumber L.P. in connection with the initial  capitalization
            of such Persons, and (vi) transfers by and between the Borrowers.

   d.       The provisions of Section 9.9 are hereby amended by adding the
            following new provision at the end thereof:

            Notwithstanding  anything to the contrary herein  contained,  the
            Borrower shall not make any payments,  prepayments,  redemptions,
            or  distributions  under  this  Section  9.9  (even if  otherwise
            permitted by the terms hereof) until after August 31, 2002.

   e.       The provisions of Section 9.10 are hereby amended by adding the
            following new clauses:

            (i)  Investments by the Lead Borrower in any other Borrower.

            (j)  Existing Investments by the Lead Borrower in
            Wickes Midwest, Inc.

            (k)  Investments  for the  purchase  of  certain  Real  Estate in
            Kenvil,  New  Jersey,  which  acquisition  shall be on terms  and
            conditions  reasonably acceptable to the Administrative Agent and
            immediately  upon which  acquisition the Borrower shall grant the
            Administrative  Agent a mortgage  on such  property to secure the
            Obligations.

   f.       The provisions of Article 9 are hereby amended by adding the
            following new section thereto:



<PAGE>8



            9.20   Additional   Availability   Block.   Notwithstanding   the
            --------------------------------
            provisions of Section 9.1 hereof,  until the Administrative Agent
            otherwise   agrees,   the  Borrower   shall  not  permit   Unused
            Availability (as reflected in the Borrowing Base Certificate most
            recently  delivered from time to time  hereunder) to be less than
            $25,000,000  at  any  time  that  the  most  recently   delivered
            quarterly  Financial  Statements show the Interest Coverage Ratio
            was  greater  than  or  equal  to  1.25  to  1.00  for  the  four
            consecutive  fiscal  quarters ended on the date of such Financial
            Statements.

   7.   Amendments to Article 12.  Article 12 of the Credit Agreement is hereby
       ------------------------
amended by adding the following new section:

            12.19    Additional Waivers.

            (a) The Obligations are the joint and several obligations of each
            Borrower.  To the fullest extent permitted by applicable law, the
            obligations of each Borrower  hereunder  shall not be affected by
            (i) the failure of any Agent or any Lender to assert any claim or
            demand or to enforce or exercise any right or remedy  against any
            other Borrower under the provisions of this Agreement,  any other
            Credit  Document  or  otherwise,  (ii)  any  rescission,  waiver,
            amendment  or  modification  of, or any  release  from any of the
            terms  or  provisions  of,  this  Agreement,   any  other  Credit
            Document,  or any other agreement,  including with respect to any
            other Borrower of the Obligations under this Agreement,  or (iii)
            the failure to perfect any  security  interest in, or the release
            of, any of the security  held by or on behalf of the Agent or any
            other Lender.

            (b) The  obligations  of each  Borrower  hereunder  shall  not be
            subject to any reduction,  limitation,  impairment or termination
            for any reason  (other than the  indefeasible  payment in full in
            cash of the Obligations), including any claim of waiver, release,
            surrender,  alteration or  compromise of any of the  Obligations,
            and shall not be subject to any defense or set-off, counterclaim,
            recoupment or termination whatsoever by reason of the invalidity,
            illegality or  unenforceability  of the Obligations or otherwise.
            Without limiting the generality of the foregoing, the obligations
            of each Borrower hereunder shall not be discharged or impaired or
            otherwise  affected  by the  failure  of the  Agent or any  other
            Lender to assert  any claim or demand or to  enforce  any  remedy
            under this  Agreement,  any other  Credit  Document  or any other
            agreement,  by any waiver or modification of any provision of any
            thereof,  by any default,  failure or delay, willful or otherwise,
            in the  performance  of the  Obligations,  or by any other act or
            omission  that may or might in any manner or to any  extent  vary
            the risk of any  Borrower  or that would  otherwise  operate as a
            discharge  of any  Borrower  as a matter of law or equity  (other
            than  the  indefeasible  payment  in  full  in  cash  of all  the
            Obligations).



<PAGE>9



            (c) To the fullest  extent  permitted  by  applicable  law,  each
            Borrower  waives  any  defense  based  on or  arising  out of any
            defense  of any other  Borrower  or the  unenforceability  of the
            Obligations or any part thereof from any cause,  or the cessation
            from any cause of the liability of any other Borrower, other than
            the indefeasible  payment in full in cash of all the Obligations.
            The Agent and the other Lenders may, at their election, foreclose
            on any  security  held  by one or  more  of  them  by one or more
            judicial or nonjudicial  sales,  accept an assignment of any such
            security in lieu of foreclosure, compromise or adjust any part of
            the  Obligations,  make any  other  accommodation  with any other
            Borrower, or exercise any other right or remedy available to them
            against any other Borrower, without affecting or impairing in any
            way the liability of any Borrower  hereunder except to the extent
            that all the Obligations have been  indefeasibly  paid in full in
            cash.  Pursuant  to  applicable  law,  each  Borrower  waives any
            defense  arising  out of  any  such  election  even  though  such
            election  operates,  pursuant to applicable  law, to impair or to
            extinguish  any right of  reimbursement  or  subrogation or other
            right or remedy of such Borrower  against any other Borrower,  as
            the case may be, or any security.

            (d) Upon payment by any Borrower of any  Obligations,  all rights
            of such Borrower  against any other Borrower  arising as a result
            thereof   by  way  of   right   of   subrogation,   contribution,
            reimbursement,  indemnity or  otherwise  shall in all respects be
            subordinate   and  junior  in  right  of  payment  to  the  prior
            indefeasible  payment in full in cash of all the Obligations.  In
            addition,  any indebtedness of any Borrower now or hereafter held
            by any other Borrower is hereby  subordinated in right of payment
            to the  prior  payment  in full of the  Obligations.  None of the
            Borrowers will demand,  sue for, or otherwise  attempt to collect
            any such indebtedness. If any amount shall erroneously be paid to
            any  Borrower on account of (a) such  subrogation,  contribution,
            reimbursement,  indemnity  or  similar  right  or  (b)  any  such
            indebtedness of any Borrower,  such amount shall be held in trust
            for the benefit of the Lenders and shall forthwith be paid to the
            Agent to be  credited  against  the  payment of the  Obligations,
            whether matured or unmatured, in accordance with the terms of the
            Credit Documents.

   8.   Amendments to Schedules. Schedule B to the Credit Agreement is hereby
        -----------------------
amended by adding Wickes Midwest, Inc. to Section 7.7 thereof.

   9.   Assumption of Obligations. Wickes Lumber L.P.. hereby assumes and agrees
        --------------------------
to pay  and  perform  all  Obligations  as a  agrees  to pay and  perform  all
Obligations as a Borrower  under the Credit  Agreement and the other Credit
Documents.

   10.  Conditions Precedent to Effectiveness.   This Second Amendment shall not
        --------------------------------------
 be effective until each of the following conditions precedent have been
fulfilled to the satisfaction of the Agent:

         a.    This  Second  Amendment  shall  have been  duly  executed  and
               delivered by the respective  parties hereto and, shall be in full
               force and effect and shall be in form and substance  satisfactory
               to the Agent and the Lenders.

         b.    All  action  on the part of the  Borrowers  necessary  for the
               valid  execution,  delivery and  performance  by the Borrowers of
               this Second Amendment shall have been duly and effectively  taken
               and evidence  thereof  satisfactory  to the Agent shall have been
               provided to the Agent.



<PAGE>10



         c.    The Agent, on behalf of the Lenders,  shall have received duly
               executed originals of each of the agreements,  opinions, reports,
               approvals,  consents,  certificates and other documents set forth
               on Rider A hereto.

         d.    Except for (i) the filing of Uniform Commercial Code financing
               statements and  recordation of amendments to the Mortgages,  (ii)
               consents or  authorizations  which have been  obtained or filings
               which have been made,  and which in either case are in full force
               and effect or (iii)  consents  or  authorizations  the failure to
               obtain or filings  the  failure to make could not  reasonably  be
               expected  to  have a  Material  Adverse  Effect,  no  consent  or
               authorization  of, permit from, filing with or other act by or in
               respect of, any Governmental  Authority or any other Person shall
               be  required in  connection  with the  transactions  contemplated
               hereunder,  the  grant  of  the  Liens  pursuant  to  the  Credit
               Documents,  or the  continuing  operations of the  Borrower,  the
               enforcement  of the  Agent's  or the  Lenders'  rights  under the
               Credit Documents, or with the execution,  delivery,  performance,
               validity or  enforceability  of the Credit  Agreement,  the other
               Credit Documents,  the Indenture or any other documents  executed
               in connection herewith or therewith.

         e.    The Collateral Documents shall be effective to create in favor
               of the Agent for the  benefit  of the  Lenders  legal,  valid and
               enforceable  first (except for Liens  permitted under Section 9.5
               of the Credit  Agreement  which are  entitled to  priority  under
               applicable   law)   security  and   mortgage   interests  in  the
               Collateral.  All filings,  recordings,  deliveries of instruments
               and other  actions  necessary  or desirable in the opinion of the
               Agent  to  protect  and  preserve   such  security  and  mortgage
               interests  shall have been duly  effected.  The Agent  shall have
               received  evidence thereof in form and substance  satisfactory to
               the Agent.

         f.    The  Borrower  shall  have paid to the Agent (i) an  amendment
               fee,  for the pro  rata  account  of the  Lenders  based on their
               respective Commitment  Percentages,  in an amount equal to 0.075%
               of the total  Commitments,  and (ii) an  execution  fee,  for the
               account of the  Lenders  executing  this Second  Amendment  on or
               prior to the effective date hereof,  in an amount equal to 0.125%
               of each such Lender's Commitment. The amendment fee and execution
               fee shall be fully earned upon the  effectiveness  of this Second
               Amendment  and shall not be subject to refund or rebate under any
               circumstances.

         g.    The Borrower shall have provided such  additional  instruments
               and  documents to the Agent as the Agent and Agent's  counsel may
               have reasonably requested.

         11.   Miscellaneous.
               -------------

         a.    This Second Amendment may be executed in several  counterparts
               and by each party on a separate  counterpart,  each of which when
               so executed and delivered shall be an original,  and all of which
               together shall constitute one instrument.



<PAGE>11



         b.    This Second  Amendment  expresses the entire  understanding of
               the parties with respect to the transactions contemplated hereby.
               No prior  negotiations  or discussions  shall limit,  modify,  or
               otherwise affect the provisions hereof.

         d.    Any determination  that any provision of this Second Amendment
               or any application hereof is invalid, illegal or unenforceable in
               any respect and in any  instance  shall not effect the  validity,
               legality,  or  enforceability  of  such  provision  in any  other
               instance,  or the  validity,  legality or  enforceability  of any
               other provisions of this Second Amendment.

         e.    The Borrower shall pay on demand all costs and expenses of the
               Agent, including, without limitation,  reasonable attorneys' fees
               in connection with the  preparation,  negotiation,  execution and
               delivery of this Second Amendment.

         f.    The  Borrower  warrants and  represents  that the Borrower has
               consulted  with  independent  legal  counsel  of  the  Borrower's
               selection in  connection  with this Second  Amendment  and is not
               relying on any  representations or warranties of the Agent or its
               counsel in entering into this Second Amendment.

         IN WITNESS WHEREOF, the parties have duly executed this Second
Amendment as of the day and year first above written.

                                                              WICKES, INC.


                                          by____________________________________
                                            Name:
                                            Title:
                                            Address:

                                            WICKES LUMBER L.P.
                                            By its General Partner
                                            Wickes, Inc.

                                          by____________________________________
                                            Name:
                                            Title:
                                            Address:

                                 FLEET RETAIL FINANCE INC., as Agent and Lender,


<PAGE>12



                                          by____________________________________
                                            Name:
                                            Title:

                                                    FOOTHILL CAPITAL CORPORATION


                                          by____________________________________
                                            Name:
                                            Title:

                                           BANK OF AMERICA, N.A.


                                          by____________________________________
                                            Name:
                                            Title:

                                               LASALLE BANK NATIONAL ASSOCIATION


                                          by____________________________________
                                            Name:
                                            Title:

                                             THE CIT GROUP/BUSINESS CREDIT, INC.


                                          by____________________________________
                                            Name:
                                            Title:

                                        CONGRESS FINANCIAL CORPORATION (CENTRAL)


                                          by____________________________________
                                            Name:
                                            Title:

                             AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO


<PAGE>13



                                          by____________________________________
                                            Name:
                                            Title:

                                                          HELLER FINANCIAL, INC.


                                          by____________________________________
                                            Name:
                                            Title:

                                                                   COMERICA BANK


                                          by____________________________________
                                            Name:
                                            Title:

                                                  debis FINANCIAL SERVICES, INC.


                                          by____________________________________
                                            Name:
                                            Title:

                                                              THE PROVIDENT BANK


                                          by____________________________________
                                            Name:
                                            Title:
636157.8