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                                                                  Exhibit 4.4(q)

                          SIXTH MODIFICATION AGREEMENT



         This SIXTH MODIFICATION AGREEMENT (hereinafter called this "Agreement")
dated as of the 21st day of November, 1995, by and among PAYLESS CASHWAYS, INC.,
an Iowa  corporation  (hereinafter  called  "Borrower"),  SOMERVILLE  LUMBER AND
SUPPLY CO., INC., a Massachusetts  corporation (hereinafter called "Somerville")
(Borrower and Somerville are hereinafter  individually called a "Related Person"
and  collectively  sometimes  called  "Related  Persons"),  and  THE  PRUDENTIAL
INSURANCE  COMPANY OF  AMERICA,  a New Jersey  corporation  (hereinafter  called
"Lender");

                              W I T N E S S E T H:

         WHEREAS, Borrower has executed and delivered to Lender nine (9) certain
promissory  notes  dated  June 20,  1989,  payable to the order of Lender in the
original aggregate principal amount of $230,242,500 [including a promissory note
in the original  principal  amount of  $57,013,750,  which has been modified and
amended  by (a) First  Modification  Agreement  (hereinafter  called  the "First
Modification  Agreement)  dated October 18, 1991, by and among Related  Persons,
Knox Home Centers, Inc., a Delaware corporation (hereinafter called "Knox"), and
Lender, and (b) Second  Modification  Agreement  (hereinafter called the "Second
Modification  Agreement)  dated December 17, 1991, by and among Related Persons,
Knox and Lender] (said promissory notes are hereinafter  collectively called the
"Note"),   with  interest  and  principal  payable  as  therein  provided,   the
disbursement  of which Note is governed by a Loan Agreement dated June 20, 1989,
by and among Related  Persons and Lender (said Loan  Agreement,  as modified and
amended by (a) the First  Modification  Agreement,  (b) the Second  Modification
Agreement,  (c) Third  Modification  Agreement  [hereinafter  called  the "Third
Modification  Agreement"]  dated as of December 31, 1991,  by and among  Related
Persons,  Knox and  Lender  relating  to the merger of Knox into  Borrower  with
Borrower  being  the  surviving  entity,  (d)  Fourth   Modification   Agreement
[hereinafter  called the "Fourth  Modification  Agreement"] dated as of March 8,
1993,  by and among  Related  Persons  and  Lender,  and (e) Fifth  Modification
Agreement  [hereinafter called the "Fifth  Modification  Agreement"] dated as of
May 25, 1995, by and among Related  Persons and Lender,  hereinafter  called the
"Loan  Agreement"),  the  payment  of which  Note is  secured  by the  Mortgage,
reference being here made to the Mortgage and the record  thereof,  the Security
Documents, and all other agreements, certificates, affidavits or other documents
(other  than legal  opinions  of  Borrower's  General  Counsel)  executed by any
Related Person or any officer of any Related Person and delivered at the Closing
being hereinafter collectively called the "Loan Documents";

         WHEREAS,  the Loan  Agreement  provides  that each Related  Person will
continuously maintain its existence and its right to

                                    

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do business in each state in which it owns Property together with its franchises
and trade names to the extent required by Applicable Laws;

         WHEREAS,  Borrower has requested  that Lender  consent to the merger of
Somerville,  a Subsidiary of Borrower,  into  Borrower,  with Borrower being the
surviving entity (hereinafter called the "Merger");

         WHEREAS, Lender is willing to consent to the Merger on the
terms and conditions herein set forth; and

         WHEREAS,  Lender is the owner and holder of the Note and  Somerville is
the owner of the legal and equitable title to the Somerville Property;

         NOW  THEREFORE,  for  and  in  consideration  of the  mutual  covenants
contained  herein  and  for  other  valuable  consideration,   the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:


         1. Defined terms used herein which are defined in the Loan Agreement as
amended  hereby,  and are not  otherwise  defined  herein,  shall  have the same
meaning as set forth in the Loan Agreement as amended hereby.

         2. Lender hereby consents to the Merger and agrees that the Merger does
not  constitute  a Default or Event of Default  under the Loan  Agreement or the
other Loan Documents.

         3. Borrower hereby assumes and promises to keep and
perform all of the covenants and obligations in the Somerville
Mortgage to be performed by the Mortgagor or Grantor, as
applicable, thereunder.

         4. From and after the date  hereof,  Lender  shall not be required  and
shall have no  obligation to send to Somerville  any notice,  request,  consent,
demand or other communication  required or permitted under the Loan Agreement or
any other Loan Document.

         5. Concurrently  herewith Related Persons shall deliver, or cause to be
delivered,  to Lender the  following,  duly  executed and delivered and in form,
substance and date satisfactory to Lender:

                  (a) Conveyancing  Deeds (hereinafter  called  collectively the
         "Deeds")  and an  Assignment  and  Bill  of  Sale  transferring  all of
         Somerville's  right,  title  and  interest  in and  to  the  Somerville
         Property  located in the States of  Massachusetts,  New  Hampshire  and
         Rhode Island to Borrower  together  with  appropriate  UCC-1  Financing
         Statements  (herein so called) filed with the  Secretaries  of State of
         the States of Massachusetts, New Hampshire and Rhode Island listing the
         Borrower, as debtor, and Lender, as secured party.



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                  (b) Favorable  opinions from (i)  Blackwell  Sanders  Matheny
         Weary & Lombardi,  L.C., counsel for Borrower  (hereinafter  called the
         "Blackwell Sanders Opinion") and (ii) Linda French,  General Counsel of
         Borrower.

                  (c) A solvency and compliance certificate of a
         representative of Borrower and Somerville acceptable to
         Lender.

                  (d) An affidavit of a representative of Borrower
         acceptable to Lender.

                  (e) A Notice and Agreement relating to Section 26.02
         of the Texas Business and Commerce Code.

                  (f) A UCC-3 Financing  Statement  (herein so called)  amending
         the UCC-1  Financing  Statement  currently  filed with the Secretary of
         State of the State of Missouri  listing the  Borrower,  as debtor,  and
         Lender, as secured party, to include the Somerville Property.

                  (g) Endorsements to the mortgagee  policies of title insurance
         insuring the liens of the Somerville  Mortgage,  to the effect that the
         coverage  of  said  title   policies   is  in  effect  and   unimpaired
         notwithstanding  the  execution  and  delivery  of the  Deeds  and  the
         consummation  of the Merger,  and containing  such other  assurances as
         reasonably required by Lender.

                  (h) Documentation effecting the consummation of the
         Merger (such documentation is hereinafter called the "Merger
         Documentation").


This  Agreement,  together with the  instruments  described in clauses (a), (c),
(d),  (e),  (f),  (g) and (h) are  hereinafter  collectively  called the "Merger
Documents." The Merger  Documents  (except for the Merger  Documentation)  shall
hereinafter  be deemed for all purposes to be "Loan  Documents"  as that term is
defined in the Loan Agreement.

         6. Related Persons hereby  represent and warrant that (a) before giving
effect to the Merger,  Somerville is the sole legal and beneficial  owner of the
Somerville Property; (b) after giving effect to the Merger, Borrower is the sole
legal and beneficial owner of the Somerville Property;  (c) no Related Person is
in Default in the  performance of any of the covenants and agreements  contained
herein or in the Loan  Documents;  (d) no event has occurred  and is  continuing
which constitutes a Default; (e) each of Borrower,  and, before giving effect to
the Merger, Somerville, is a corporation duly organized, validly existing and in
good standing under the laws of its state or organization,  having all corporate
or partnership powers required to carry on its business and enter into and carry
out the transactions




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contemplated hereby; (f) before giving effect to the Merger,  Somerville has all
requisite  power  and all  governmental  certificates  of  authority,  licenses,
permits,  qualifications  and other  documentation to own, lease and operate the
Somerville  Property  and to  carry  on its  business  as now  conducted  and as
contemplated   to  be  conducted   except  where  failure  to  obtain  any  such
governmental certificate of authority,  license, permit,  qualification or other
documentation  would not have a Materially  Adverse Effect; (g) Borrower has all
requisite  power  and all  governmental  certificates  of  authority,  licenses,
permits,  qualifications  and other  documentation to own, lease and operate the
Somerville  Property  and to  carry  on its  business  as now  conducted  and as
contemplated   to  be  conducted   except  where  failure  to  obtain  any  such
governmental certificate of authority,  license, permit,  qualification or other
documentation  would not have a Material  Adverse  Effect;  (h) each of Borrower
and, before giving effect to the Merger,  Somerville is duly qualified,  in good
standing and authorized to do business in the jurisdiction  where the Somerville
Property is located; (i) each Related Person has duly taken all corporate action
necessary to authorize the  execution  and delivery by it of this  Agreement and
the Merger Documents to which it is a party and to authorize the consummation of
the  transactions  contemplated  thereby and the  performance of its obligations
hereunder and  thereunder;  (j) the execution and delivery by Related Persons of
this  Agreement  and  the  Merger  Documents,  the  performance  by  each of its
obligations under this Agreement and the Merger Documents,  and the consummation
of the transactions  contemplated by this Agreement and the Merger Documents, do
not and will not (1) conflict with any provision of (A) any applicable  domestic
or foreign law,  statute,  decree,  rule or regulation,  except where failure to
comply therewith would not have a Materially Adverse Effect, (B) the articles or
certificate  of  incorporation,  bylaws,  charter or  partnership  agreement  or
certificate of any Related Person or (C) any agreement, judgment, license, order
or permit  applicable to or binding upon any Related  Person,  (2) result in the
acceleration  of any debt owed by any Related  Person,  (3) result in or require
the  creation of any Lien upon any assets or  properties  of any Related  Person
except as expressly contemplated in this Agreement,  the Merger Documents or the
Loan Documents, or (4) contravene, result in a breach of or constitute a default
under any mortgage,  deed of trust,  lease,  promissory  note, loan agreement or
other material  contract or material  agreement to which any Related Person is a
party or by which any Related  Person or any of its  properties may currently be
bound or affected; (k) no consent,  approval,  authorization or order of, and no
notice to or filing with, any court or governmental  authority or third party is
required  in  connection  with the  execution,  delivery or  performance  by any
Related  Person of this  Agreement or the Merger  Documents or to consummate any
transactions contemplated by the Merger, this Agreement or the Merger Documents,
other than (1) the filing of the Deeds,  the UCC-1 Financing  Statements and the
UCC-3 Financing  Statement in the appropriate  locations or with the appropriate
officials and (2) the filing of the Merger Documentation in the




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locations as set forth in the Blackwell Sanders opinion;  and (l) this Agreement
and the Merger  Documents  are legal and  binding  obligations  of each  Related
Person which is a party hereto or thereto,  enforceable in accordance with their
respective terms, except as limited by bankruptcy, insolvency or similar laws of
general  application  relating to the enforcement of creditors' rights.  Related
Persons agree to indemnify  and hold Lender  harmless  against any loss,  claim,
damage,  liability or expense  (including  without  limitation  attorneys' fees)
incurred  as a result of any  representation  or  warranty  made by them  herein
proving to be untrue in any material respect.

         7. Related  Persons,  upon  request from Lender,  agree to execute such
other and further  documents as may be reasonably  necessary or  appropriate  to
consummate the transactions contemplated herein or in the Merger Documents or to
perfect the liens and security  interests  intended to secure the payment of the
Note.

         8. If (a) any Related  Person  shall fail to keep or perform any of the
covenants or  agreements  contained  herein or in the Merger  Documents and such
failure  is not  remedied  within  the  Grace  Period  as  provided  in the Loan
Agreement  with  respect  to an Event of  Default  for  which a Grace  Period is
provided under  subsection (c) of Section 7.1 of the Loan  Agreement,  or (b) if
any  statement,  representation  or warranty  contained  herein or in the Merger
Documents (other than the Merger  Documentation)  shall prove to have been false
or incorrect in any material respect as of the date hereof,  and the represented
or  warranted  state of affairs  does not become true within the Grace Period as
provided in the Loan  Agreement  with respect to an Event of Default for which a
Grace  Period  is  provided  under  subsection  (d) of  Section  7.1 of the Loan
Agreement,   or  (c)  with  respect  to  any  false  or   incorrect   statement,
misrepresentation  or breach of warranty  contained in the Merger  Documentation
which results in the Merger being  nullified or otherwise set aside, an Event of
Default  shall be deemed to have  occurred  under the Loan  Agreement and Lender
shall be  entitled  at its  option to  exercise  any and all of the  rights  and
remedies granted pursuant to the Loan Agreement or any other Loan Document or to
which Lender may otherwise be entitled, whether at law or in equity.

         9. Except as provided or contemplated  herein, the terms and provisions
of the Note,  the Loan  Agreement  and the other  Loan  Documents  shall  remain
unchanged and shall remain in full force and effect. Any modification  herein of
the Loan  Agreement  and the other  Loan  Documents  shall in no way  affect the
security of the Security  Documents and the other Loan Documents for the payment
of the Note. Related Parties hereby agree, covenant and represent that the Note,
the Loan  Agreement and the other Loan  Documents as modified and amended hereby
are and remain  valid and that  nothing  herein  shall  affect the  validity  or
enforceability thereof.




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         10.  Related  Persons  hereby  acknowledge  that the liens and security
interests  created and evidenced by the  Somerville  Mortgage are valid and subs
sting and further  acknowledge  and agree that there are no  offsets,  claims or
defenses to the Note,  the Loan Agreement or any other Loan  Documents.  Related
Persons  further  acknowledge  that they have no  knowledge  that  there are any
defects or  deficiencies  with respect to the validity of the liens and security
interests created and evidenced by any of the Security Documents.

         11.  Contemporaneously with the execution and delivery hereof, Borrower
shall  pay,  or  cause  to be paid,  all  costs  and  expenses  incident  to the
preparation  hereof and the consummation of the transactions  specified  herein,
including  but not  limited to legal fees and  expenses  of outside  counsel and
title costs.

         12. This Agreement may be executed in any number of  counterparts  with
the same effect as if all parties hereto had signed the same document.  All such
counterparts  shall be construed  together and shall  constitute one instrument,
but in making  proof  hereof it shall  only be  necessary  to  produce  one such
counterpart.

         13.      The terms and provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their
successors and assigns.

         14.  Related  Persons  hereby  release,   remise,  acquit  and  forever
discharge  Lender,  together  with  its  employees,   agents,   representatives,
consultants,  attorneys,  fiduciaries,  servants, officers, directors, partners,
predecessors,   successors   and  assigns,   subsidiary   corporations,   parent
corporations,  and related corporate divisions (all of the foregoing hereinafter
called the "Released  Parties"),  from any and all actions and causes of action,
judgments, executions, suits, debts, claims, demands, liabilities,  obligations,
damages and expenses of any and every character, known or unknown, direct and/or
indirect, at law or in equity, of whatsoever kind or nature,  whether heretofore
or hereafter  accruing,  for or because of any matter or things done, omitted or
suffered to be done by any of the Released  Parties  prior to and  including the
date hereof,  and in any way directly or indirectly arising out of or in any way
connected  to this  Agreement,  the  Loan  Agreement,  the  Note,  the  Security
Documents,  or any other document executed by Related Persons in connection with
any  of the  transactions  associated  therewith,  or  the  Property,  including
specifically but not limited to claims of usury.





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         IN WITNESS WHEREOF, this Agreement is executed effective as of the date
first above written.

                                       PAYLESS CASHWAYS, INC., an Iowa
                                       corporation



                                       By:
                                            S/ Stephen A. Lightstone
                                            ---------------------------------
                                            Name: Stephen A. Lightstone
                                            Title: Sr. Vice President-
                                                  Finance and Treasurer


                                       SOMERVILLE LUMBER AND SUPPLY CO.,
                                       INC., a Massachusetts corporation



                                       By:
                                            S/ Stephen A. Lightstone
                                            -----------------------------------
                                            Name: Stephen A. Lightstone
                                            Title: Treasurer


                                       THE PRUDENTIAL INSURANCE COMPANY OF
                                       AMERICA, a New Jersey corporation



                                       By:  
                                            S/ Randall M. Hall
                                            -----------------------------------

                                            Name:
                                                  Randall M. Hall
                                                  -----------------------------
                                            Title:
                                                  Vice President
                                                  -----------------------------