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                                                              Exhibit 10.4 (h)
                                        
                    [FORM OF 1998 EXECUTIVE OPTION AGREEMENT]


                                   MEMORANDUM


TO:  ____________________, Optionee

FROM:     Wickes Inc.

RE:  Grant of [Incentive/Non-Qualified] Stock Option

NUMBER OF SHARES
SUBJECT TO OPTION:  _________

               DATE OF GRANT:           February 16, 1998
                                                                                


      As  of  November 30, 1994, the Compensation and Benefits Committee of  the
Board of Directors (the "Committee") of Wickes Inc. (the "Company") amended  and
restated  the terms of the Company's 1993 Long Term Incentive Plan  (the  "Plan)
for  certain key employees of the Company and Related Entities.  A copy  of  the
Plan,  as  amended on ______, 199_ and _____, 1998 is available at the Company's
office in Vernon Hills, Illinois for your review, and you can request a copy  of
the Plan for no charge from __________, __________ [name/title].

     Certain capitalized terms used herein are defined in Paragraph VII hereof.


I.  The Grant
    ---------

      The  Company hereby grants to you, effective as of the date of  grant  set
forth  above  (the  "Grant  Date"), the option to purchase  (the  "Option")  the
aggregate number of shares set forth in the caption of this Option Agreement  of
Wickes  Common Stock (the "Option Shares"), at an exercise price  per  share  of
$3.41*  (the  "Exercise Price"), subject to the limitations set  forth  in  this
Option Agreement and in the Plan.

II.  Exercise
     --------

      Subject  to the other terms and conditions of this Option Agreement,  this
Option  shall  be  exercisable for up to the number of Option Shares  (less  the
number  of  Option  Shares  for which this Option  shall  have  been  previously
exercised) during the periods shown in the following table:


---------------------------
       *  The last sale price of Wickes Common Stock on the Nasdaq National 
Stock Market on February 16, 1998 was $3.40.

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Period                                  Number of Option Shares
------                                  -----------------------
     During 1998                                  0
     During 1999                                  [1/3]
     During 2000                                  [2/3]
     January 1, 2001 and thereafter               [All]

;  provided, however, that notwithstanding the foregoing, subject to  the  other
   -----------------
terms  and provisions of this Option Agreement, this Option shall be exercisable
for:

           (i)  the full number of the Option Shares (less the number of  Option
     Shares  for which this Option shall have been previously exercised) at  any
     time after there shall have occurred a Change of Control;

           (ii)  under the circumstances described in Paragraph III.b(iv) hereof
     (with  respect  to termination by your employer during 1998 without  cause)
     the number of shares set forth therein;

           (iii)  under the circumstances described in Paragraph III.b(v) hereof
     (with respect to termination by your employer without cause after 1998) the
     number of shares set forth therein; and

           (iv) under the circumstances described in Paragraph III.b.viii hereof
     (with  respect to termination by your employer in connection with a  Change
     of Control) the number of shares set forth therein.

      [If  this  Option shall for any reason not consist entirely  of  incentive
stock  options, shares acquired hereunder shall be deemed to have been  acquired
pursuant to any then exercisable incentive stock options before being deemed  to
have been acquired on exercise of any non-qualified portion of this Option.]

III.  End of Exercise Period; Termination of Option
      ---------------------------------------------

      a.    Ten Year Maximum.  Notwithstanding anything to the contrary in  this
            ----------------
Option  Agreement,  this Option is not exercisable after the expiration  of  ten
(10)  years from the Grant Date and as to any unexercised portion of this Option
then terminates and becomes null and void without notice.

      b.    Termination  of Employment.  If you cease to be a Company  Employee,
            --------------------------
this  Option  shall,  to  the  extent  not previously  exercised,  automatically
terminate and become null and void, without notice, provided that:

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         (i)   Death.  If you cease to be a Company Employee as a result of
               -----
     your  death, your estate may, until the earlier of (x) one year  after
     the date of death, or (y) the applicable expiration date set forth  in
     Paragraph  III.a hereof, exercise this Option with respect to  all  or
     any  part  of  the Option Shares which you were entitled  to  purchase
     immediately prior to the time of your death.

         (ii)    Disability.  If you cease to be a Company  Employee  as  a
                 ----------
     result of your Disability, you may, until the earlier of (x) one  year
     after  the  date  you  cease  to  be a Company  Employee  or  (y)  the
     applicable  expiration date set forth in Paragraph III.a hereof,  exer
     cise  this Option with respect to all or any part of the Option Shares
     which you were entitled to purchase immediately prior to the time  you
     cease to be a Company Employee.

        (iii)    Retirement.  If you cease to be a Company  Employee  as  a
                 ----------
     result  of  your Retirement, you may, until the earlier of  (x)  three
     months  after the date you cease to be a Company Employee or  (y)  the
     applicable  expiration date set forth in Paragraph III.a hereof,  exer
     cise  this Option with respect to all or any part of the Option Shares
     which you were entitled to purchase immediately prior to the time  you
     cease to be a Company Employee.

        (iv)   1998 Termination by Employer Without Cause.  If you cease to
               ------------------------------------------
     be  a Company Employee by reason of termination of your employment  by
     the  Company  or any Related Entity during calendar year  1998,  other
     than for Cause and not in connection with a Change of Control and  not
     as  a  result of your death, Disability or Retirement, you may,  until
     the  date  two years after the date you cease to be a Company Employee
     exercise  this Option with respect to all or any part the  greater  of
     (A)  the  number  of  the Option Shares which  you  were  entitled  to
     purchase  immediately  prior to the time you cease  to  be  a  Company
     Employee  or (B) 50 percent of the full number of Option Shares  (less
     the  number  of  Option Shares for which this Option shall  have  been
     previously exercised).

          (v)    Subsequent Termination by Employer Without Cause.  If  you
                 ------------------------------------------------
     cease  to  be  a  Company Employee by reason of  termination  of  your
     employment  by  the Company or any Related Entity after calendar  year

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     1998,  other  than  for  Cause and not as  a  result  of  your  death,
     Disability or Retirement, you may, until the earlier of (x)  the  date
     two  years  after the date you cease to be a Company Employee  or  (y)
     the  applicable expiration date set forth in Paragraph  III.a  hereof,
     exercise  this  Option with respect to all or any  part  of  the  full
     number  of  Option Shares (less the number of Option Shares for  which
     this Option shall have been previously exercised).

         (vi)    Termination by Employer For Cause.  If you cease to  be  a
                 ---------------------------------
     Company  Employee by reason of termination of your employment  by  the
     Company  or  any Related Entity for Cause, this Option shall,  to  the
     extent  not  previously exercised, automatically terminate and  become
     null  and  void, without notice, provided that if such termination  of
     employment occurs after there shall have occurred a Change of Control,
     you  may,  until the earlier of (x) the date two years after the  date
     you  cease  to be a Company Employee or (y) the applicable  expiration
     date  set forth in Paragraph III. a hereof, exercise this Option  with
     respect  to  all  or  any  part of the Option Shares  which  you  were
     entitled to purchase immediately prior to the time you cease to  be  a
     Company Employee.

        (vii)    Resignation.  If you cease to be a Company Employee  as  a
                 -----------
     result  of  any  reason  other than death, Disability,  Retirement  or
     termination  of employment by the Company or any Related Entity,  this
     Option  shall,  to the extent not previously exercised,  automatically
     terminate and become null and void, without notice, provided  that  if
     such  termination of employment occurs after there shall have occurred
     a  Change  of Control, you may until the earlier of (x) the  date  two
     years  after the date you cease to be a Company Employee  or  (y)  the
     applicable  expiration date set forth in Paragraph III.a hereof,  exer
     cise  this Option with respect to all or any part of the Option Shares
     which you were entitled to purchase immediately prior to the time  you
     cease to be a Company Employee.

       (viii)    Termination  by  Employer in  Connection  With  Change  of
                 ----------------------------------------------------------
     Control.   If  you  cease  to  be  a Company  Employee  by  reason  of
     -------
     termination  of  your employment by the Company or any Related  Entity
     not  for  Cause in connection with a Change of Control, you may  until
     the  earlier of (x) the date two years after you cease to be a Company
     Employee  or (y) the applicable expiration date set forth in paragraph

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     III.a hereof, exercise this Option with respect to the full number  of
     Option  Shares (less the number of Option Shares for which this Option
     shall have been previously exercised).

      c.   Constructive Termination.  Your employment shall be treated as having
           ------------------------
been  terminated by the Company or a Related Entity other than for Cause if  you
voluntarily  cease to be a Company Employee: (i) at any time when, without  your
consent,  you  shall have been assigned any duties materially inconsistent  with
your  (including status, offices, titles and reporting requirements), authority,
duties  or responsibilities as in effect on the date hereof, or any other action
shall  have  been  taken by the Company or a Related Entity that  results  in a
material  diminution  in such position, authority, duties  or  responsibilities,
excluding  an  isolated, insubstantial and inadvertent action not taken  in  bad
faith  and  that  is  remedied by the Company or Related entity  promptly  after
receipt  of notice thereof given by you, (ii) at any time when there shall  have
been  a  reduction  by the Company or a Related Entity in your compensation  and
benefits  as  in effect on the date hereof or as the same may be increased  from
time  to  time,  unless a similar reduction is made with respect  to  similarly-
situated employees, (iii) at any time when the Company or a Related Entity shall
have  required  you  to be based at any office or location  other  than  in  the
greater  metropolitan area in which you are based on the date hereof or (iv)  at
any  time when the Company or a Related Entity shall have required you to travel
on  Company business to a substantially greater extent that required immediately
prior to the date hereof.


IV.  Adjustment; Recapitalization; Change of Control, etc.
     -----------------------------------------------------

      a.   The existence of the Plan and this Option shall not affect in any way
the  right or power of the Board of Directors or the stockholders of the Company
to  make or authorize any adjustment, recapitalization, reorganization or  other
change  in  the  Company's  capital structure or its  business,  any  merger  or
consolidation of the Company, any issue of debt or equity securities ahead of or
affecting  Wickes  Common  Stock  or  the rights  thereof,  the  dissolution  or
liquidation of the Company or any sale, lease, exchange or other disposition  of
all  or  any  part  of  its  assets or business or any other  corporate  act  or
proceeding.

      b.   The  Option  Shares are shares of Wickes Common  Stock  as  presently
constituted, but if, and whenever, prior to the expiration of this  Option,  the
Company  shall effect a subdivision or consolidation of shares of Wickes  Common

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Stock  or the payment of a stock dividend on Wickes Common Stock without receipt
of  consideration  by the Company, the number of shares of Wickes  Common  Stock
with  respect to which this Option may thereafter be exercised (i) in the  event
of  an  increase  in  the number of outstanding shares shall be  proportionately
increased,  and  the purchase price per share shall be proportionately  reduced,
and  (ii) in the event of a reduction in the number of outstanding shares  shall
be   proportionately  reduced,  and  the  purchase  price  per  share  shall  be
proportionately increased.

      c.   If  the  Company  recapitalizes  or  otherwise  changes  its  capital
structure, thereafter upon any exercise of this Option you shall be entitled  to
purchase  under this Option, in lieu of the number and class of  shares  of  the
Company's  stock as to which this Option shall then be exercisable,  the  number
and  class  of  shares  of stock and securities to which  you  would  have  been
entitled pursuant to the terms of the recapitalization, if, immediately prior to
such recapitalization, you had been the holder of record of the number of shares
of the Company's stock as to which this Option is then exercisable.

     d.  If there shall occur a Permissive Acceleration Change of Control, then,
effective  as of such date selected by the Committee (a) after the  approval  by
the  stockholders  of  the Company of such  Permissive  Acceleration  Change  of
Control  that requires such approval or (b) before or after any other Permissive
Acceleration  Change  of Control, the Committee, acting in its  sole  discretion
without  your  consent or approval, shall effect one or more  of  the  following
alternatives, which may vary among various holders of options and  other  awards
granted under the Plan and which may be effected conditionally or revocably  (so
long  as  ultimately one alternative is effected): (1) accelerate the time  that
this Option may be exercised so that this Option may be exercised in full for  a
limited  period  of  time on or before a specified date (before  or  after  such
Permissive  Acceleration Change of Control) fixed by the Committee, after  which
specified  date  the  unexercised portion of this Option  and  all  your  rights
thereunder  shall terminate, (2) require the mandatory surrender to the  Company
by  you of this Option (irrespective of whether this Option is then exercisable)
as  of  a  date (before or after such Permissive Acceleration Change of Control)

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specified by the Committee, in which event the Committee shall thereupon  cancel
this  Option and pay to you an amount of cash per share equal to the  excess  of
the  amount  calculated  in  subparagraph e below (the "Permissive  Acceleration
Change of Control Value") of the Option Shares over the Exercise Price, (3) make
such  adjustments to this Option as the Committee deems appropriate  to  reflect
such  Permissive  Acceleration Change of Control (provided,  however,  that  the
Committee  may determine in its sole discretion that no adjustment is  necessary
to  this Option) or (4) provide that thereafter upon any exercise of this Option
you  shall  be entitled to purchase under this Option, in lieu of the number  of
shares  of  the  Wickes  Common Stock as to which  this  Option  shall  then  be
exercisable,  the  number and class of shares of stock or  other  securities  or
property  to  which you would have been entitled pursuant to the  terms  of  the
Permissive  Acceleration  Change  of  Control  if,  immediately  prior  to  such
Permissive Acceleration Change of Control you had been the holder of  record  of
the  number of shares of the Wickes Common Stock as to which this Option is then
exercisable.

     e.  For the purposes of clause (2) in subparagraph d above, the "Permissive
Acceleration  Change  of  Control Value" shall equal the  amount  determined  in
clause  (i),  (ii) or (iii), whichever is applicable, as follows:  (i)  the  per
share  price  offered  to  stockholders of the Company in  any  such  Permissive
Acceleration Change of Control transaction, (ii) the price per share offered  to
stockholders  of  the Company in any tender offer or exchange  offer  whereby  a
Permissive  Acceleration  Change  of Control  takes  place,  or  (iii)  if  such
Permissive Acceleration Change of Control occurs other than pursuant to a merger
or  tender or exchange offer, the fair market value per share of the shares into
which this Option is exercisable, as determined by the Committee as of the  date
determined by the Committee to be the date of cancellation and surrender of this
Option.   In  the  event that the consideration offered to stockholders  of  the
Company  in  any transaction described in this subparagraph e or subparagraph  d
above  consists  of anything other than cash, the Committee shall  in  its  sole
discretion   determine  the  fair  cash  equivalent  of  the  portion   of   the
consideration offered which is other than cash.

V.  Tax Status; Release
    -------------------

      [Except as described in Paragraph II hereof, this Option is intended to be
an  incentive  stock option within the meaning of Section 422  of  the  Internal
Revenue  Code  of 1986, as amended (the "Code").  However, you  agree  that  the
Company is not liable to you if this Option or any other option granted  to  you
by  the Company does not so qualify, and you hereby release the Company from any
liability  or  claim related thereto.  Furthermore, you acknowledge  and  agree:
(i)  that  even  if this Option so qualifies that you may not  receive  the  tax
benefits  thereof;  (ii)  the  Company is  not  making  any  representations  or
warranties regarding tax matters.]

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VI.  Manner of Exercise;  Fractional Shares
     --------------------------------------

      a.    Manner of Exercise.  Any exercise by you of this Option shall be  in
            ------------------
writing  addressed to the Corporate Secretary of the Company  at  its  principal
place  of  business (a copy of the form of exercise to be used will be available
upon written request to the Secretary), and shall be accompanied or preceded  by
a bank wire transfer to a bank account designated by Employer, or a certified or
bank  check to the order of the Company in the amount of the aggregate  Exercise
Price for the shares to be purchased.

      b.   Fractional Shares.  This Option is not exercisable for a fraction  of
           -----------------
an Option Share.

VII.  Definitions
      -----------

      For  the purpose of this Option Agreement, the following terms shall  have
the meanings:

     Affiliate.   As  defined in the rules and regulations adopted  by  the
     Securities  and Exchange Commission under the Securities Exchange  Act
     of 1934, as amended.

     Cause.  As defined in the Plan.

     Change of Control.  The occurrence of after the date hereof of any one
     of the following:

               (i)  individuals who, as of December 1, 1997, constitute the
          Board  of Directors of the Company (the "Incumbent Board")  cease
          for any reason to constitute at least a majority of the Board  of
          Directors  of the Company; provided, however, that any individual
          becoming  a  director  subsequent  to  December  1,  1997   whose
          election,   or   nomination  for  election   by   the   Company's
          stockholders,  was approved by a vote of at least a  majority  of
          the  directors  then  comprising the  Incumbent  Board  shall  be
          considered  as  though  such individual  were  a  member  of  the
          Incumbent  Board,  but  excluding  for  this  propose,  any  such
          individual whose initial assumption of office occurs as a  result
          of  an actual or threatened election contest with respect to  the
          election  or  removal of directors or other actual or  threatened
          solicitation of proxies or consents by or on behalf of  a  Person
          other than the Board of Directors of the Company;

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                 (ii)    consummation  of  a  reorganization,   merger   or
          consolidation   or   sale  or  other  disposition   of   all   or
          substantially  all  of  the assets of the  Company  (a  "Business
          Combination"),  other than in a transaction  with  Riverside,  in
          each  case, unless, following such Business Combination,  (a)  no
          Person beneficially owns, directly or indirectly, 50% or more  of
          the   combined  voting  power  of  the  then  outstanding  voting
          securities of the Company or the corporation resulting from  such
          Business   Combination   (including,   without   limitation,    a
          corporation  that  as a result of such transaction  owns  all  or
          substantially  all of the Company's assets) and (b)  at  least  a
          majority of the members of the board of directors of the  Company
          or such corporation resulting from such Business Combination were
          members  of  the Incumbent Board at the time of the execution  of
          the initial agreement, or of the action of the Board of Directors
          of the Company, providing for such Business Combination; or

                (iii)  the  acquisition or gaining of ownership or  control
          (including, without limitation, power to vote) of more  than  50%
          of  the Company's then outstanding voting securities entitled  to
          vote on a regular basis for a majority of the Company's Board  of
          Directors, by any Person (other than Riverside).

     Committee.  As defined in the introductory paragraph hereof.

     Company.  Wickes Inc.

     Company Employee.  A person who is an employee of the Company, one  or
     more  Related  Entities,  or  the Company  and  one  or  more  Related
     Entities.

     Disability.  As defined in the Plan.

     Exercise Price.  As defined in Paragraph I hereof.

     Grant Date.  As defined in Paragraph I hereof.

     Option.  As defined in Paragraph I hereof.

     Option Shares.  As defined in Paragraph I hereof.

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     Permissive Acceleration Change of Control.  A Business Combination (as
     defined  in  Clause  (ii)  of the definition of  Change  of  Control),
     including   without  limitation  of  any  Business  Combination   with
     Riverside.

     Person.  An individual, entity or group (within the meaning of Section
     13(d)(3)  or  14(d)(2)  of the Securities Exchange  Act  of  1934,  as
     amended.

     Plan.  As defined in the introductory paragraph hereof.

     Related Entity.  As defined in the Plan.

     Retirement.  As defined in the Plan.

     Riverside.  Riverside Group, Inc. or any of its Affiliates.

     Wickes Common Stock.  Common Stock of the Company, par value $0.01 per
     share.


VIII.  Miscellaneous
       -------------

      a.   Securities  Law  Matters.  Unless there is in effect  a  registration
           ------------------------
statement  under the Securities Act of 1933, as amended (the "Securities  Act"),
with  respect to the issuance of the Option Shares (and, if required,  there  is
available for delivery a prospectus meeting the requirements of Section 10(a)(3)
of the Securities Act), you will, upon the exercise of this Option (i) represent
and warrant in writing to the Corporate Secretary of the Company that the Option
Shares  then  being purchased by you pursuant to this Option are being  acquired
for  investment only and not with a view to the resale or distribution  thereof,
(ii)  acknowledge and confirm that the Option Shares purchased may not  be  sold
unless  registered for sale under the Securities Act or pursuant to an exemption
from  such  registration and (iii) agree that the certificates  evidencing  such
Option Shares shall bear a legend to the effect of the foregoing.  As more fully
set  forth  in Section X. of the Plan, the Company may require the  delivery  of
additional  documents,  including, without limitation, an  opinion  of  counsel,
prior to the exercise or sale of shares upon exercise of  this Option.

      b.   Withholding Taxes.  By your acceptance hereof, and in accordance with
           -----------------
Section  X  of  the Plan, you agree that (i) in the case of issuance  of  common
stock  or  other  securities hereunder, the Company,  as  a  condition  of  such
issuance may require the payment (through withholding from any payment otherwise

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<PAGE> 11

due you from the Company or any parent corporation or subsidiary corporation  of
the  Company, by requiring the payment of cash, through reduction of the  number
of  shares  of  common  stock or other securities to  be  issued  hereunder,  or
otherwise) of any federal, state, local or foreign taxes required by law  to  be
withheld  with  respect to such issuance, and (ii) the Company  shall  have  the
right  to  establish  such  other procedures as it may  determine  in  its  sole
discretion with respect to such issuances.

      c.    Plan  Prevails.  This Option Agreement is subject to all the  terms,
            --------------
conditions, limitations and restrictions contained in the Plan.  In the event of
any  conflict  or inconsistency between the terms hereof and the  terms  of  the
Plan, the terms of the Plan shall be controlling.

      d.   No Effect on Employment.  This Option Agreement is not a contract  of
           -----------------------
employment and the terms of your employment shall not be affected hereby  or  by
any  agreement referred to herein except to the extent specifically so  provided
herein  or  therein.  Nothing herein shall be construed to impose any obligation
on  the  Company or on any parent corporation or subsidiary corporation  of  the
Company  to continue your employment, and it shall not impose any obligation  on
your  part  to remain in the employ of the Company or any parent corporation  or
subsidiary corporation of the Company.

      e.   No Third-Party Beneficiaries.  This Option Agreement shall not confer
           ----------------------------
any  rights  or  remedies  upon any person other  than  the  parties  and  their
respective successors and permitted assigns.

      f.   Entire  Agreement.   This Option Agreement (together with  the  Plan)
           -----------------
constitutes  the  entire agreement among the parties and  supersedes  any  prior
understandings, agreements, or representations by or among the parties,  written
or  oral,  to  the extent they related in any way to the subject matter  hereof.
However,  this  Option  Agreement is not intended to  affect  any  other  option
agreement, if any, that may have been entered into by you and the Company (i.e.,
that is not the subject matter of this Option Agreement).

      g.   Transfer.  This Option is not transferable by you otherwise  than  by
           --------
will  or  the  laws of descent and distribution and is exercisable, during  your
lifetime, only by you.  This Option may not be assigned, transferred (except  by
will  or the laws of descent and distribution), pledged or hypothecated  in  any
way  by  you (whether by operation of law or otherwise) and shall not be subject
to  execution,  attachment  or similar proceeding.   Any  attempted  assignment,
transfer, pledge, hypothecation or other disposition of this Option contrary  to

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<PAGE> 12

the  provisions hereof or of the Plan and the levy of any attachment or  similar
proceeding upon this Option, shall be null and void and without effect.

      h.   Counterparts.  This Option Agreement may be executed in one  or  more
           ------------
counterparts,  each  of  which shall be deemed an  original  but  all  of  which
together will constitute one and the same instrument.

      i.    Headings.   The  descriptive headings of this Option  Agreement  are
            --------
intended   for  reference  only  and  shall  not  affect  the  construction   or
interpretation of this Option Agreement.

     j.   Illinois Law, Jurisdiction, Venue and Service of Process.  This Option
          --------------------------------------------------------
Agreement  shall  be governed by, interpreted, and enforced in  accordance  with
Illinois  law  without  giving effect to the principles  of  conflicts  of  laws
thereof.   The  parties agree that the courts of the State of Illinois  and  the
federal courts of the United States located in the State of Illinois shall  have
sole and exclusive jurisdiction over any dispute, claim or controversy which may
arise  involving  this  Option  Agreement or its subject  matter.   The  parties
irrevocably  submit  and consent to such jurisdiction and venue  and  waive  any
right they may have to seek any change of jurisdiction or venue.

      k.    WAIVER OF JURY TRIAL.  THE PARTIES HEREBY AGREE THAT ANY CONTROVERSY
            --------------------
WHICH  MAY  ARISE  UNDER  THIS  OPTION AGREEMENT  OR  OUT  OF  THE  RELATIONSHIP
ESTABLISHED  BY  THIS OPTION AGREEMENT WOULD INVOLVE COMPLICATED  AND  DIFFICULT
FACTUAL AND LEGAL ISSUES AND THAT, THEREFORE, ANY ACTION BROUGHT BY EITHER PARTY
AGAINST  THE OTHER, WHETHER ALONE OR IN COMBINATION WITH OTHERS, WHETHER ARISING
OUT  OF  THIS  OPTION  AGREEMENT OR OTHERWISE, SHALL BE DETERMINED  BY  A  JUDGE
SITTING WITHOUT A JURY.

      l.   Amendments and Waivers.  No amendment of any provision of this Option
           ----------------------
Agreement shall be valid unless the same shall be in writing and signed  by  the
Company  and you.  No waiver by any party of any default, misrepresentation,  or
breach  of warranty or covenant hereunder, whether intentional or not, shall  be
deemed  to  extend  to  any prior or subsequent default,  misrepresentation,  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

      m.  Severability.  Any term or provision of this Option Agreement that  is
          ------------
invalid  or unenforceable in any situation in any jurisdiction shall not  affect
the  validity or enforceability of the remaining terms and provisions hereof  or

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<PAGE> 13

the  validity or enforceability of the offending term or provision in any  other
situation or in any other jurisdiction.

VII.  Effective Date.
      --------------

     This Option Agreement shall become effective as of ____________________.


      Please  indicate your acceptance of and agreement to all of the terms  and
conditions  of  this Option, this Option Agreement and the Plan by  signing  and
returning a copy of this Option Agreement.

                              Very truly yours,

                              WICKES INC.



                              By:



ACCEPTED AND AGREED TO:




____________________, Individually
Date: ___________, 1998

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