EXHIBIT 10.2

                           DIAMOND HOME SERVICES, INC.
                      SECOND AMENDMENT TO CREDIT AGREEMENT


Harris Trust and Savings Bank           Bank of America National Trust and
Chicago, Illinois                         Savings Association
                                        Chicago, Illinois
LaSalle National Bank
Chicago, Illinois

Ladies and Gentlemen:

         Reference is hereby made to that certain Credit  Agreement  dated as of
April 20, 1998, as amended by that certain  letter  agreement  dated as of April
23,  1998 and that  certain  First  Amendment  dated as of August 13, 1998 (such
Credit  Agreement  as so amended  being  hereinafter  referred to as the "Credit
Agreement"),  and currently in effect by and among, Diamond Home Services, Inc.,
a Delaware corporation (the "Borrower"),  and you (the "Banks"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.

         The Borrower has requested  that the Banks (i) modify the interest rate
applicable  to Loans  outstanding  under the  Credit  Agreement,  (ii) waive the
Borrower's  noncompliance with the minimum quarterly earnings covenant contained
in the Credit  Agreement  and (iii)  reduce the amount of the  Revolving  Credit
Commitments  in the Credit  Agreement,  and the Banks are willing to do so under
the terms and conditions set forth in this Amendment.

1.           AMENDMENT.

         Subject to the  satisfaction  of the conditions  precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended  (effective
as of November 16, 1998) as follows:

       1.01. The portion of the first sentence up to the term  "provided" in the
definition  of  "Applicable  Margin"  appearing  in  Section  5.1 of the  Credit
Agreement  is hereby  amended  and as so amended  shall be  restated  to read as
follows:

  "`Applicable Margin' means, with respect to Loans, Reimbursement Obligations,
  and the Revolving Credit Commitment fees and letter of credit fees payable
  under Section 2.1 hereof, from November 16, 1998 through the first Pricing
  Date the rate per annum specified below:
  Applicable Margin for Base Rate Loans and Reimbursement
  Obligations:                                                   0.75%
  Applicable Margin for Eurodollar Loans                         3.00%
  Applicable Margin for Revolving Credit Commitment fee:         0.375%
  Applicable Margin for letter of credit fee:                    2.00%"

       1.02. The Revolving Credit  Commitments shall be reduced from $15,000,000
to $12,000,000  (herein, the "Revolver  Reduction").  In accordance with Section
1.13 of the Credit Agreement,  the Revolver Reduction shall be allocated ratably
among the Banks in proportion to their respective Revolver Percentages.

       1.03.  Section 8.9 of the Credit  Agreement shall be amended by inserting
the following sentence immediately at the end thereof:

                  "Notwithstanding anything in this Section to the contrary, the
                  Borrower  shall not make any  Acquisition on or any time after
                  November  16,  1998  other than the  KanTel  Acquisition.  For
                  purposes   hereof,   the   "KanTel   Acquisition"   means  the
                  acquisition by the Borrower  during the fourth quarter of 1998
                  of the business and related  assets of KanTel,  the  telephone
                  operations  and  telemarketing  division of HI, Inc.  based in
                  Lawrence, Kansas, for approximately $2,700,000."

       1.04.  The  Revolving   Credit   Commitment   amounts  of   "$5,000,000",
"$5,000,000",  and "$5,000,000" appearing on the signature pages of Harris Trust
and  Savings  Bank,   LaSalle  National  Bank  and  Bank  of  America  Illinois,
respectively,  at the end of the Credit  Agreement shall be amended to state the
following   new   amounts,   respectively:   "$4,000,000",   "$4,000,000",   and
"$4,000,000".

2.           WAIVER.

         The Borrower is currently not in compliance with Section 8.26(b) of the
Credit  Agreement by virtue of the Borrower's  failure to maintain EBITDA at not
less than  $4,500,000 for its fiscal  quarter  ending on or about  September 30,
1998.  The  Borrower  has  requested  that the Banks  waive such  noncompliance.
Accordingly,  subject to satisfaction  of the conditions  precedent set forth in
Section 3 below,  and  subject  as well to the  satisfaction  of the  conditions
subsequent  set forth below in this Section,  the Banks hereby waive (subject to
satisfaction of such conditions,  but upon such satisfaction,  such waiver to be
effective  as of  September  30, 1998)  compliance  with such  Section  8.26(b).
Notwithstanding  anything in this Amendment to the contrary, the waiver given in
this  Section is subject  to, and its  effectiveness  is  contingent  upon,  the
effectiveness  no later than  December  31, 1998 of an  amendment  to the Credit
Agreement  which is in form and substance  mutually  acceptable to the Banks and
the Borrower and, among other things, modifies the financial covenants contained
in Sections 8.22,  8.23, 8.24, 8.25 and 8.26 of the Credit Agreement in a manner
mutually  satisfactory  to the Borrower and the Banks (it being  understood that
the  ability  of the Banks to enter  into such  amendment  is  subject  to their
internal credit  approvals).  If such amendment does not take effect before such
date,  this waiver shall  immediately  have no further force and effect,  and an
Event of Default  shall  immediately  exist under  Section  9.1(b) of the Credit
Agreement by virtue of the Borrower's  noncompliance  with such Section 8.26(b).
The foregoing does not waive  compliance  with such Section  8.26(b) unless such
conditions have been satisfied and also does not waive compliance with any other
terms, conditions and provisions of the Credit Agreement.

3.           AMENDMENT FEE.

             In  consideration  of the agreements  made in this  Amendment,  the
Borrower  hereby agrees to pay the Agent for the ratable account of the Banks an
Amendment  Fee of  $225,000.  Such fee shall be deemed  fully earned and payable
upon the  effectiveness of this Amendment.  $56,250 of this fee shall be due and
payable on the  earlier  of (i) the date of the  Borrower's  acceptance  of this
Amendment or (ii)  November 18, 1998.  The $168,750  balance of the fee shall be
due  and  payable  on  the  earlier  of  (i)  December  31,  1998  or  (ii)  the
effectiveness  of the Amendment  referred to in Section 2 above.  The Borrower's
failure to pay this Amendment Fee when due shall constitute an Event of Default.

4.           CONDITIONS PRECEDENT.

         The effectiveness of this Amendment is subject to:

                   (a) The  acceptance  of this  Amendment  by the Banks and the
         Material Subsidiaries in the spaces provided for that purpose below.

                   (b) The payment to the Agent for the  ratable  account of the
         Banks of the $56,250  portion of the  Amendment  Fee  referred to above
         which is due and  payable  concurrent  with the  Borrower's  acceptance
         hereof.

Upon the satisfaction of such conditions  precedent,  (i) this Amendment (except
for Section 2 hereof) shall take effect as of November 16, 1998 and (ii) Section
2 hereof shall take effect as of September 30, 1998.

5.           REPRESENTATIONS.

         In order to induce the Banks to execute and deliver this Amendment, the
Borrower  hereby  represents  to the Banks  that as of the date upon  which this
Amendment becomes effective, after giving effect to this Amendment, the Borrower
is in full  compliance  with  all of the  terms  and  conditions  of the  Credit
Agreement,  as amended  hereby,  and no  Default or Event of Default  shall have
occurred and be continuing under the Credit Agreement.

6.           MISCELLANEOUS.

       6.01.  The Borrower  acknowledges  and agrees that all of the  Collateral
Documents to which it is a party remain in full force and effect for the benefit
and security of, among other things,  the Revolving  Credit as modified  hereby.
The  Borrower  further  acknowledges  and  agrees  that all  references  in such
Collateral  Documents to the Revolving Credit shall be deemed a reference to the
Revolving  Credit as so  modified.  The Borrower  further  agrees to execute and
deliver any and all  instruments or documents as may be required by the Agent or
Required Banks to confirm any of the foregoing.

       6.02. Except as specifically  amended herein or waived hereby, the Credit
Agreement  shall  continue  in full  force  and  effect in  accordance  with its
original  terms.  Reference to this specific  Amendment  need not be made in the
Credit  Agreement,  the Notes, or any other  instrument or document  executed in
connection therewith,  or in any certificate,  letter or communication issued or
made pursuant to or with respect to the Credit  Agreement,  any reference in any
of such items to the Credit  Agreement  being  sufficient to refer to the Credit
Agreement as amended hereby.

       6.03. This Amendment may be executed in any number of  counterparts,  and
by the different parties on different  counterpart signature pages, all of which
taken together shall  constitute one and the same agreement.  Any of the parties
hereto may execute this  Amendment by signing any such  counterpart  and each of
such  counterparts  shall for all  purposes  be deemed to be an  original.  This
Amendment shall be governed by the internal laws of the State of Illinois.

       6.04. The Borrower agrees to pay all reasonable  out-of-pocket  costs and
expenses incurred by the Banks in connection with the preparation, execution and
delivery of this  Amendment  and the  documents  and  transactions  contemplated
hereby, including the reasonable fees and expenses of counsel for the Agent with
respect to the foregoing.



         Dated as of November 13, 1998.

                                       DIAMOND HOME SERVICES, INC.



                                       By  /s/ Diamond Home Services, Inc.
                                       Its


         Accepted  and agreed to in  Chicago,  Illinois  as of the date and year
last above written.


                         HARRIS TRUST AND SAVINGS BANK



                         By /s/ Harris Trust and Savings Bank
                         Its      Vice President

                         LASALLE NATIONAL BANK



                         By  /s/ LaSalle National Bank
                         Its

                         BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
                            (successor by merger to Bank of America Illinois)



                         By /s/ Bank of America National Trust
                                  and Savings Association
                         Its




                               GUARANTORS' CONSENT

         The  undersigned,  the  Material  Subsidiaries  of the  Borrower,  have
heretofore  executed and  delivered  to the Banks a Guaranty  and certain  other
Collateral  Documents  and  hereby  consent  to  this  Amendment  to the  Credit
Agreement as set forth above and confirm that their Guaranty and such Collateral
Documents and all of the  undersigned's  obligations  thereunder  remain in full
force  and  effect.  The  undersigned  further  agree  that the  consent  of the
undersigned  to any  further  amendments  to the Credit  Agreement  shall not be
required as a result of this consent having been obtained.

                    DIAMOND ACQUISITION CORP.


                    By  /s/ Diamond Acquisition Corp.
                    Name
                    Title


                    REEVES SOUTHEASTERN CORPORATION


                    By  /s/ Reeves Southeastern Corporation
                    Name
                    Title



                    FORELINE SECURITY CORPORATION


                    By /s/ Foreline Security Corporation
                    Name
                    Title



                    DIAMOND EXTERIORS, INC.


                    By  /s/ Diamond Exteriors, Inc.
                    Name
                                        Title___________________________________



                    MARQUISE FINANCIAL SERVICES, INC.


                    By  /s/ Marquise Financial Services, Inc.
                    Name
                    Title



                    REEVES SOUTHEASTERN REALTY, INC.


                    By  /s/ Reeves Southeastern Realty, Inc.
                    Name
                    Title