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                                             Exhibit 10.9 (b)


                              RIVERSIDE GROUP, INC.
                              ---------------------
                              7800 Belfort Parkway
                              --------------------
                           Jacksonville, Florida 32256
                           ---------------------------

                                February 24, 1998



Wickes Inc.
706 North Deerpath Drive
Vernon Hills, Illinois 60061

          Re:  Amendment and Closing Agreement
          ------------------------------------

Ladies and Gentlemen:

      You and we are parties to that certain letter agreement dated November  4,
1997  with  respect  to the transfer of certain operation  by  you  to  us  (the
"Agreement").

      In  connection with the completion of the transaction contemplated by  the
Agreement on today's date, we have agreed to the amendments to the terms of  the
Agreement and certain other matters as set forth herein.

      Capitalized  terms  used herein without definition  shall  have  the  same
meanings herein as in the Agreement.

      1.  Consideration.  Section 1(b) of the Agreement is hereby amended in its
          -------------
entirety to read as follows:

           "(b) Consideration.  In addition to the assumption of obligations set
     forth above, in consideration of the acquisition, sale and transfer of  the
     Wickes Plus/wickes.net Operations, Riverside agrees:

          i.   to  pay  to Wickes 10% of the gross payments received within  one
               year after the date of the transfer by the Wickes Plus/wickes.net
               Operations from end-user customers in place September  28,  1997,
               payable on a monthly basis.  Wickes will provide Riverside with a
               list of such customers on or before February 15, 1998.

          ii.  at  the  time of the transfer, to deliver to Wickes its unsecured
               promissory note in the form of Exhibit A hereto with an  original
               principal  amount equal to the sum of (A) the book value  of  the

                                       
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               Wickes   Plus/wickes.net  Assets  shown  on   Wickes'   financial
               statements,  which  Wickes represents is  $168,333  on  the  date
               hereof   and   (B)   the  operating  expenses   of   the   Wickes
               Plus/wickes.net  Operations from September 28, 1997  through  the
               date of the transfer, which Wickes represents is $756,133 reduced
               by  (Y)  the  revenues  generated and future  expense  reductions
               (e.g.,  by  "Excel bonus" offsets under Wickes' Excel sponsorship
               arrangements  with  certain  of its  employees)  such  operations
               during such period, which Wickes represents totals $9,080 and (Z)
               severance  and  related costs with respect to  persons  hired  or
               offered to be hired by Riverside that would have been incurred by
               Wickes  had the Wickes Plus/wickes.net Operations been terminated
               on September 28, 1997, which Wickes represents totals $43,543.

          iii. Installments  (applied  first  to  accrued  and  unpaid  interest
               described below at the date of payment) payable in cash within 45
               days  after the end of each calendar quarter equal to 10  percent
               of  the  net  income  generated  by  the  Wickes  Plus/wickes.net
               Operations during such quarter; provided that aggregate amount of
                                               --------
               such  installments  shall be limited to the cumulative  operating
               expenses  of  the  Wickes  Plus/wickes.net  Operations  prior  to
               September 28, 1997, which Wickes represents is $437,697,  reduced
                                                                         -------
               by  the revenues generated by such operations during such period,
               --
               which  Wickes represents is $8,448, and increased by interest  on
                                                       ------------
               the  aggregate unpaid amount from September 28, 1997 at the  rate
               which  Bankers Trust Company announces from time to time  as  its
               prime  lending rate, as in effect from time to time.  Should  the
               payment  with  respect  to any quarter  be  insufficient  to  pay
               accrued  and  unpaid  interest at the end of  such  quarter,  any
               unpaid  interest  shall be added to the unpaid  amount  and  bear
               interest effective at the end of such quarter."

      2.   Use  of Name and Trademark.  Section 1(c) of the Agreement is  hereby
           --------------------------
amended in its entirety to read as follows:

           "(c)   Use  of  Name and Trademark.  Riverside will not  conduct  the
     Wickes  Plus/wickes.net  Operations under any name  including  "Wickes"  or
     utilize  any of Wickes' trademarks in the conduct of such business  without
     the written consent of Wickes."

                                      

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      3.   Other  Provisions Unaffected.  All provisions of  the  Agreement,  as
           ----------------------------
amended  hereby, will continue in full force and effect on and  after  the  date
hereof.

      4.   Further Assurances and Adjustments.  The parties hereby agree to take
           ----------------------------------
all  such  actions  and  to execute and deliver all such  documents  as  may  be
reasonable   and  appropriate  to  effectuate  the  transfer   of   the   Wickes
Plus/wickes.net  Operations to Riverside.  In addition,  the  parties  agree  to
review  and  finalize  the  dollar figures set forth  in  Section  1(b)  of  the
Agreement,  as  amended,  and to make payments to the other  as  appropriate  to
reconcile the final figures to these set forth in such Section 1(b).



     Please indicate your agreement with the foregoing by signing a copy of this
letter agreement in the space provided below.




                                   Very truly yours,

                                   RIVERSIDE GROUP, INC.



                                   By /s/ Catherine J. Gray
                                      ---------------------


Agreed:

WICKES INC.



By /s/ David T. Krawczyk
  ----------------------


List of Exhibits:
     Exhibit A - Riverside Group, Inc. Promissory Note



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                                                                       Exhibit A


                                 PROMISSORY NOTE

Principal:  $871,844                                     Dated: January 15, 1998

1.   Principal.
     ---------

      FOR  VALUE  RECEIVED, the undersigned, Riverside Group,  Inc.,  a  Florida
corporation  (the "Borrower"), promises to pay to the order of  Wickes  Inc.,  a
Delaware  corporation  (the  "Lender"),  the principal  sum  of  $871,844,  with
interest thereon calculated in accordance with the terms and provisions provided
below.  All sums owing under this note are payable in lawful money of the United
States of America.

2.   Interest.
     --------

      Interest  accrued on this note shall be payable on the last  day  of  each
month commencing February 28, 1998, at the variable per annum rate which Bankers
Trust  Company ("BT") announces from time to time as its prime lending rate,  as
in effect from time to time, plus two percentage points, until such time as this
note is paid in full.  When the last day of a month falls on a day that is not a
business day, interest is due on the first business day of the following month.

      When  BT  changes its prime rate on a day other than the first  day  of  a
calendar month, interest for the month in which such change or changes are  made
shall  be  computed on a per diem basis at the several rates in effect for  that
month.

      All  amounts  required  to be paid under this note  shall  be  payable  at
Lender's  office  located at 706 North Deerpath Drive,  Vernon  Hills,  Illinois
60061,  or  at  such other place as Lender, from time to time, may designate  in
writing.

      Interest calculations shall be based on a 360-day year and charged on  the
basis of actual days elapsed.

      The  amount of each interest payment that is not paid when due  shall bear
interest  from  the date when due until paid at the rate or rates  charged  from
time to time on the principal owing under this rate.

3.    Principal  Payments.  Principal shall be paid in thirteen equal  quarterly
      -------------------
installments,  payable  on  the date 45 days after the  date  of  each  calendar
quarter hereafter, commencing May 15, 1998 and ending May 15, 2001.  The  entire
principal  balance of this note, together with all accrued and unpaid  interest,
shall be due and payable on May 15, 2001, unless otherwise prepaid in accordance



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with the terms of this note.  When a date when any payment hereunder falls on  a
day  that  is  not  a business day, such payment shall be is  due  on  the  next
business day.

5.   Security.  This note is unsecured.
     --------

6.   Prepayment.
     ----------

     Borrower may prepay the whole or any portion of this note on any date, upon
five  days'  notice  to Lender. Any payments of the principal  sum  received  by
Lender  under the terms of this note shall be applied in the following order  of
priority:  (i) first, to any accrued interest due and unpaid as of the  date  of
such  payment;  (ii)  second, to the outstanding principal sum;  and  (iii)  the
balance, if any, to any accrued, but not yet due and payable, interest.

7.   Default and Remedies.
     --------------------

      If  Borrower fails to pay principal or interest on the date  on  which  it
falls   due  or  to  perform  any  of  the  agreements,  conditions,  covenants,
provisions,  or  stipulations  contained in  this  note  or  the  Agreement  for
Acquisition of Operations dated November 4, 1997 between Lender and Borrower  as
amended  and supplemented by the Amendment and Closing Agreement dated the  date
hereof  between  the Lender and the Borrower, then Lender,  at  its  option  and
without  notice to Borrower, may declare immediately due and payable the  entire
unpaid  balance of principal with interest from the date of such default at  the
rate  provided for herein and all other sums due by Borrower hereunder, anything
herein  to  the  contrary notwithstanding. Payment of this may be  enforced  and
recovered  in  whole  or  in part at any time by one or  more  of  the  remedies
provided to Lender in this note. In such case, Lender may also recover all costs
in  connection  with  suit,  a reasonable attorney's  fee  for  collection,  and
interest on any judgment obtained by Lender at the rate provided for herein.

      The  remedies of Lender and the warranties provided in this note shall  be
cumulative  and  concurrent, and they may be pursued  singly,  successively,  or
together  at  the sole discretion of Lender. They may be exercised as  often  as
occasion shall occur, and failing to exercise one shall in no event be construed
as a waiver or release of it.

8.   Attorneys' Fees and Costs.
     -------------------------

     If Lender engages any attorney to enforce or construe any provision of this
note  or  the Security Agreement, or as a consequence of any default whether  or
not  any  legal  action is filed, Borrower shall immediately pay on  demand  all
reasonable attorneys' fees and other Lender's costs, together with interest from
the date of demand until paid at the highest rate of interest then applicable to


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the unpaid principal, as if such unpaid attorneys' fees and costs had been added
to the principal.
        
9.   Waivers.
     -------

      (a)   Borrower and all endorsers, sureties, and guarantors hereby  jointly
and severally waive presentment for payment, demand, notice of demand, notice of
nonpayment or dishonor, protest, notice of protest of this note, and  all  other
notices  in  connection with the delivery, acceptance, performance, default,  or
enforcement  of  the  payment  of this note. They agree  that  each  shall  have
unconditional liability without regard to the liability of any other party,  and
that  they  shall not be affected in any manner by any indulgence, extension  of
time,  renewal,  waiver,  or modification granted or  consented  to  by  Lender.
Borrower  and  all endorsers, sureties, and guarantors consent to  any  and  all
extensions  of time, renewals, waivers, or modifications that may be granted  by
Lender  with respect to the payment or other provisions of this Note,  and  they
agree  that additional borrowers, endorsers, guarantors, or sureties may  become
parties hereto without notice to them or affecting their liability hereunder.

      (b)   Lender  shall not be deemed by any act of omission or commission  to
have  waived any of its rights or remedies hereunder, unless such waiver  is  in
writing and signed by Lender, and then only to the extent specifically set forth
in  writing. A waiver on one event shall not be construed as continuing or as  a
bar to or waiver of any right or remedy to a subsequent event.

10.  Notices.
     -------

      All  notices  required  under or in connection with  this  Note  shall  be
delivered  or  sent  by certified or registered mail, return receipt  requested,
postage prepaid, to the following addresses:
                    
     If to Lender:    Wickes Inc.
                      706 North Deerpath Drive
                      Vernon Hills, Illinois 60061
                      Attention:  President

     If to Borrower:  Riverside Group, Inc.
                      7800 Belfort Parkway
                      Jacksonville, Florida 32256
                      Attention:  President


or  to such other address as any party may designate from time to time by notice
to  the  others in the manner set forth herein. All notices shall be  deemed  to
have been given or made either at the time of delivery thereof to an officer  or
employee  or  on  the third business day following the time of  mailing  in  the
aforesaid manner.


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11.  Costs and Expenses.
     ------------------

      Borrower  shall  pay the cost of any revenue tax or other  stamps  now  or
hereafter required by law at any time to be affixed to this note.

12.  No Partnership or Joint Venture.
     -------------------------------

      Nothing contained in this note or elsewhere shall be construed as creating
a partnership or joint venture between Lender and Borrower or between Lender and
any  other person or as causing the holder of the note to be responsible in  any
way for the debts or obligations of Borrower or any other person.

13.  Interest Rate Limitation.
     ------------------------

      Notwithstanding  anything contained herein to  the  contrary,  the  holder
hereof  shall  never  be  entitled to collect  or  apply  as  interest  on  this
obligation any amount in excess of the maximum rate of interest permitted to  be
charged  by applicable law. If the holder of this note ever collects or  applies
as  interest any such excess, the excess amount shall be applied to  reduce  the
principal debt; and if the principal debt is paid in full, any remaining  excess
shall  be  paid to the Borrower forthwith. In determining whether  the  interest
paid or payable in any specific case exceeds the highest lawful rate, the holder
and  the Borrower shall to the maximum extent permitted under applicable law (a)
characterize  any  non-principal payment as an expense, fee, or  premium  rather
than  as  interest; (b) exclude voluntary prepayments and the effects of  these;
and  (c)  spread the total amount of interest throughout the entire contemplated
term of the obligation so that the interest rate is uniform throughout the term.
Nothing in this paragraph shall be deemed to increase the total dollar amount of
interest payable under this note.

14.  Modification.
     ------------

      This note may be pledged or collaterally assigned by Lender at any time or
from time to time before the maturity date, in which event neither Borrower  nor
Lender  shall  permit any modification of this note without the consent  of  the
pledgee/assignee.

15.  Number and Gender.
     -----------------

      In this note the singular shall include the plural and the masculine shall
include  the  feminine  and neuter gender, and vice versa,  if  the  context  so
requires.

16.  Headings.
     --------

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      Headings  at  the beginning of each numbered paragraph of  this  note  are
intended  solely  for convenience of reference and are not to  be  construed  as
being a part of the note.

17.  Time of Essence.
     ---------------

     Time is of the essence with respect to every provision hereof.

18.  Governing Law.
     -------------

      This  note shall be construed and enforced in accordance with the laws  of
the State of Florida, except to the extent that federal laws preempt the laws of
the State of Florida.

      IN WITNESS WHEREOF, Borrower has executed this promissory note on the date
set forth above.



                                   RIVERSIDE GROUP, INC.


                                   By /s/ Kenneth M. Kirshner
                                      -----------------------
                                      Kenneth M. Kirshner
                                      Vice Chairman