4.1(m)
                         WAIVER AND FOURTH AMENDMENT TO
                                CREDIT AGREEMENT

     This Waiver and Fourth  Amendment to Credit  Agreement,  dated as of August
15,  2003 (this  "Agreement"),  is among  WICKES  INC.,  a Delaware  corporation
("Borrower"),  the  persons  set forth on the  signature  pages  hereto  who are
designated as "Lenders",  and MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH
BUSINESS  FINANCIAL  SERVICES  INC.,  for itself as Lender and as Agent for each
other Lender.

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

     WHEREAS,  Borrower,  Agent and Lenders are parties to that  certain  Credit
Agreement  dated as of February  26, 2003 (as  heretofore  amended,  the "Credit
Agreement";   capitalized   terms  not  otherwise   defined  herein  having  the
definitions provided therefor in the Credit Agreement);

     WHEREAS,  an Event of Default  exists  under the Credit  Agreement  (as set
forth below); and

     WHEREAS,  in order to induce  Agent and the  Required  Lenders to waive the
existing Event of Default under the Credit Agreement, the parties hereto wish to
amend the Credit Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Waivers.
        --------

     (a) Subject to the  satisfaction of the conditions set forth in Paragraph 3
below,  Agent and the Required Lenders hereby waive the Event of Default arising
under Section 9.1(b) of the Credit Agreement as a result of Borrower's breach of
Section 7.2(i) of the Credit Agreement caused by Borrower  permitting EBITDA for
the 6 fiscal month period ending June 28, 2003 to be less than  $4,000,000  (the
"Existing  Default").  Except  as a  result  of the  waiver  set  forth  in this
Paragraph  1 and  except  for the  amendments  set forth in  Paragraph  2 below,
nothing  contained  herein shall be deemed to constitute a waiver of any Default
or Event of Default that may heretofore or hereafter  occur or have occurred and
be continuing or to modify any provision of the Credit Agreement.

     (b) Except as expressly provided herein, the execution and delivery of this
Agreement shall not: (i) constitute an extension, modification, or waiver of any
aspect of the Credit Agreement or the other Financing Documents; (ii) extend the
terms of the Credit Agreement or the due date of any of the  Obligations;  (iii)
give rise to any obligation on the part of Agent or any Lender to extend, modify
or waive any term or  condition of the Credit  Agreement or the other  Financing
Documents;  or (iv) give rise to any defenses or counterclaims to Agent's or any
Lenders' right to compel payment of the Obligations or to otherwise  enforce its
rights  and  remedies  under  the  Credit  Agreement  and  the  other  Financing
Documents.

<PAGE>2


     2. Amendments to the Credit  Agreement.  Subject to the satisfaction of the
conditions  set forth in  Paragraph  3 below,  the  Credit  Agreement  is hereby
amended as follows:

     (a) The defined term "LIBOR Margin"  contained in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:

     "LIBOR  Margin"  means  (i) as of August  15,  2003,  3.25% per annum  with
respect to the Revolving Loans and other Obligations  (other than the Term Loan)
and 4.00% per annum with respect to the Term Loan,  and (ii)  thereafter,  as of
each Adjustment Date, the LIBOR Margin shall be adjusted,  if necessary,  to the
applicable percent per annum set forth in the Pricing Table corresponding to the
Fixed Charge  Coverage  Ratio for the twelve (12) fiscal month period  ending on
the  last  day of the  most  recently  completed  fiscal  quarter  prior  to the
Adjustment  Date;  provided,  that if an Event of Default  has  occurred  and is
continuing on an  Adjustment  Date, no reduction in the LIBOR Margin shall occur
on such Adjustment Date.

     (b) The defined term "Pricing Table" contained in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety as follows:

                  "Pricing Table" means the following table:

<TABLE>

                                                  Revolving Loans                                         Unused
              Fixed Charge                   and all other Obligations                                  Commitment
             Coverage Ratio                 (other than the Term Loan)             Term Loan                Fee
----------------------------------------- -------------------------------- -------------------------- ----------------
                                             Prime Rate         LIBOR        Prime Rate      LIBOR
                                               Margin          Margin          Margin       Margin
----------------------------------------- ----------------- -------------- --------------- ---------- ----------------
<S>                                          <C>               <C>           <C>           <C>          <C>

Greater than or equal to 1.75 to 1.0           1.50%            2.75%          2.25%         3.50%        0.375%

Greater than or equal to 1.4 to 1.0 but        1.75%            3.00%          2.50%         3.75%         0.50%
less than 1.75 to 1.0

Greater than or equal to 1.1 to 1.0 but        2.00%            3.25%          2.75%         4.00%         0.50%
less than 1.4 to 1.0

Less than 1.1 to 1.0                           2.25%            3.50%          3.00%         4.25%         0.50%

</TABLE>


     For purposes of the Pricing  Table,  if Borrower  shall at any time fail to
timely deliver a Compliance  Certificate,  then effective as of the tenth (10th)
Business Day following the date on which such  Compliance  Certificate  was due,
each  applicable  Prime Rate Margin and each  applicable  LIBOR  Margin shall be
conclusively  presumed to equal the highest applicable Prime Rate Margin and the
highest applicable LIBOR Margin specified in the Pricing Table until the date of
delivery of such Compliance Certificate.

     (c) The defined  term "Prime Rate  Margin"  contained in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as follows:

<PAGE>3


     "Prime Rate  Margin"  means (i) as of August 15,  2003,  2.00%  percent per
annum with respect to the Revolving Loans and other Obligations  (other than the
Term  Loan)  and  2.75%  per  annum  with  respect  to the Term  Loan,  and (ii)
thereafter, as of each Adjustment Date, the Prime Rate Margin shall be adjusted,
if necessary, to the applicable percent per annum set forth in the Pricing Table
corresponding  to the Fixed  Charge  Coverage  Ratio for the twelve  (12) fiscal
month  period  ending  on the  last day of the most  recently  completed  fiscal
quarter prior to the Adjustment Date; provided,  that if an Event of Default has
occurred and is continuing on an Adjustment Date, no reduction in the Prime Rate
Margin shall occur on such Adjustment Date.

     (d)  Section  2.1(c)(ii)  of the  Credit  Agreement  is hereby  amended  by
deleting  the word "and" at the end of clause (3) thereof and  inserting a comma
in its place and by inserting  the following at the end of clause (4) and before
the semicolon:

     and (5)  proceeds  of the  issuance  prior  to  December  15,  2003 of Debt
     Securities to which Required  Lenders have  consented or equity  securities
     permitted  under  this  Agreement,  in each  case to the  extent  that  the
     proceeds thereof are used to make regularly scheduled payments of principal
     and interest in respect of the Subordinated Debt to the extent permitted to
     be paid under Section 5.5(a)(i)(1)

     (e) Section 2.1(c) of the Credit Agreement is hereby further amended by (i)
deleting the word "and" at the end of clause (ii) thereof and (ii) inserting the
following at the end of clause (iii) thereof and before the period:

                  ; and

     (iv) on or before September 30, 2003, after at least one (1) Business Day's
prior written notice to Agent specifying the date and amount of such prepayment,
one or more  prepayments  of the  Term  Loan in an  aggregate  amount  equal  to
$1,500,000;  provided, that no prepayment made under Section 2.1(c)(i),  (ii) or
(iii) above shall be included in calculating  compliance  with this clause (iv),
other than a prepayment made pursuant to Section  2.1(c)(iii)  above on or prior
to September 30, 2003 with any portion of the proceeds of Asset  Dispositions of
the Real  Property  located  at 3147  Fruitridge  Avenue,  N.W.,  Grand  Rapids,
Michigan;  1875  Hollywood  Drive,  Jackson,  Tennessee;  and 303 South  College
Street, Greenville, Alabama;

     (f) Section  2.1(e)(ii)(y)  of the Credit  Agreement  is hereby  amended by
adding the  following at the end thereof after the semicolon and before the word
"and":

     provided,  that  notwithstanding  the  foregoing,  all  of  the  Applicable
     Proceeds of Asset  Dispositions  on or prior to  September  30, 2003 of the
     Real  Property  located at 3147  Fruitridge  Avenue,  N.W.,  Grand  Rapids,
     Michigan; 1875 Hollywood Drive, Jackson,  Tennessee;  and 303 South College
     Street, Greenville, Alabama, shall be applied to the Term Loan;

<PAGE>4


     (g) The last sentence of Section  2.1(d) of the Credit  Agreement is hereby
amended and restated in its entirety as follows:

     No payment  pursuant to this Section  2.1(d) shall reduce the amount of any
     payment required by Section 2.1(c)(i), (ii) or (iii).

     (h) The last  sentence  of Section  4.7 of the Credit  Agreement  is hereby
amended and restated in its entirety as follows:

     The  proceeds of Revolving  Loans shall be used by Borrower  solely for the
     purposes  set forth in the  preceding  sentence  and for general  corporate
     purposes of Borrower;  provided,  that without the prior written consent of
     Required Lenders,  in no event will the proceeds of Revolving Loans be used
     to consummate (i) any redemption or purchase of  Subordinated  Debt or (ii)
     any voluntary redemption or purchase of Swap Debt.

     (i) Section 7.2 of the Credit  Agreement is hereby  amended and restated in
its entirety as follows:

     Section 7.2 Minimum EBITDA.

     (i)  Borrower  will not permit  EBITDA for any period set forth below to be
less than the amount set forth below for such period:
<TABLE>


                       Period                                                           Amount
                      --------                                                         --------
<S>                                                                                   <C>

        3 fiscal months ending September 27, 2003                                         $0

        4 fiscal months ending November 1, 2003                                           $0

        5 fiscal months ending November 29, 2003                                          $0

        6 fiscal months ending December 27, 2003                                          $0

        7 fiscal months ending January 31, 2004                                           $0

        8 fiscal months ending February 28, 2004                                          $0

        9 fiscal months ending March 27, 2004                                             $0

        10 fiscal months ending May 1, 2004                                           $2,250,000

        11 fiscal months ending May 29, 2004                                          $3,000,000

</TABLE>
<PAGE>5

     (ii)  Borrower  will not permit  EBITDA for the twelve  (12)  fiscal  month
period  ending on any date set forth  below to be less than the amount set forth
below for such date:

<TABLE>

                       Date                                                    Amount
                       ----                                                    ------
<S>                                                                        <C>

        June 26, 2004                                                       $4,000,000

        July 31, 2004                                                       $6,500,000

        August 28, 2004                                                     $8,000,000

        September 25, 2004                                                  $9,000,000

        October 30,   2004  and  the  last  day  of  each  fiscal  month    $10,000,000
        thereafter

</TABLE>

     (j) Exhibit B to the Credit Agreement  (Compliance  Certificate) is amended
and restated in the form of Exhibit B attached hereto.
                            ---------

     3. Conditions.  The  effectiveness of the waivers and the amendments stated
        ----------
in  this  Agreement  are  subject  to  the  following  conditions  precedent  or
concurrent,  each of which  must be  satisfied  no later  than the date  hereof,
failing which this Agreement shall be null and void:

     (a) No Default.  Except for the  Existing  Default,  no Default or Event of
         -----------
Default under the Credit Agreement,  as amended hereby,  shall have occurred and
be continuing.

     (b) Warranties and  Representations.  The warranties and representations of
         --------------------------------
Borrower contained in this Agreement,  the Credit Agreement,  as amended hereby,
and the Financing  Documents (other than as to the Existing  Default),  shall be
true and correct in all material  respects as of the date hereof,  with the same
effect as though made on such date,  except to the extent  that such  warranties
and  representations  expressly  relate to an earlier  date,  in which case such
representations  and warranties shall have been true and correct in all material
respects as of such earlier date.  Borrower hereby represents and warrants that,
as of the date hereof, (i) all of the representations and warranties referred to
in the  immediately  preceding  sentence  are true and  correct in all  material
respects as of the date hereof,  and (ii) after giving  effect to the waiver set
forth above no Default or Event of Default has occurred and is continuing.

     (c) Amendment Fee.  Borrower shall pay to Agent, for the ratable benefit of
         -------------
the Lenders, a non-refundable  amendment fee of $100,000,  all of which shall be
fully earned and payable on the date hereof.

<PAGE>6

     4. Additional Agreements.
        ---------------------

     (a) Borrower will not  consummate  any voluntary  redemption or purchase of
Subordinated Debt or Swap Debt.

     (b) Borrower,  Agent and the Required  Lenders  hereby agree that effective
immediately  Agent  shall  establish  an  additional  Reserve  in the  amount of
$2,000,000.

     (c) Borrower,  Agent and the Required  Lenders  hereby agree that the first
time that  EBITDA  for any  period  set forth  below is less than the amount set
forth below for such period,  (i) Borrower shall  immediately pay to Agent,  for
the ratable benefit of Lenders, a non-refundable  fee of $100,000,  all of which
shall be fully  earned and payable on the date due  thereof,  and (ii)  Borrower
will, within 30 days thereafter,  at Borrower's  expense,  engage and thereafter
retain a turnaround  consultant acceptable to Agent and Lenders, with a scope of
engagement acceptable to Agent and Lenders:

<TABLE>

                       Period                                                           Amount
                       ------                                                           ------
<S>                                                                                   <C>

        3 fiscal months ending September 27, 2003                                     $1,500,000

        4 fiscal months ending November 1, 2003                                       $2,200,000

        5 fiscal months ending November 29, 2003                                      $2,200,000

        6 fiscal months ending December 27, 2003                                      $2,000,000

</TABLE>

     (d) Agent hereby  informs  Borrower that pursuant to Section  4.1(t) of the
Credit Agreement, Agent has retained, at Borrower's expense, Cushman & Wakefield
to prepare updated  appraisal reports with respect to the Real Property owned by
Borrower and its Subsidiaries.  Borrower agrees to promptly pay all of the costs
and expenses associated with such updated appraisal reports.

Borrower acknowledges that any breach of any of the agreements set forth in this
Paragraph 4 shall constitute an Event of Default.

     5. Miscellaneous.
        --------------

     (a) Captions.  Section  captions used in this Agreement are for convenience
         --------
only, and shall not affect the construction of this Agreement.

     (b)  Governing  Law.  This  Agreement  shall be a  contract  made under and
          --------------
governed  by the laws of the State of  Illinois,  without  regard to conflict of
laws  principles.  Whenever  possible each provision of this Agreement  shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this  Agreement  shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such  prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining provisions of this Agreement.
<PAGE>7

     (c)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
          ------------
counterparts  and by the different  parties on separate  counterparts,  and each
such counterpart  shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same Agreement.

     (d) Successors and Assigns.  This Agreement shall be binding upon and shall
         ----------------------
inure to the sole  benefit of Borrower,  Agent and Lenders and their  respective
successors and assigns.

     (e)  References.  Any  reference to the Credit  Agreement  contained in any
          ----------
notice,  request,  certificate,  or other document executed concurrently with or
after the  execution and delivery of this  Agreement  shall be deemed to include
this Agreement unless the context shall otherwise require.

     (f) Release.  Without limiting the Credit Agreement and the other Financing
         -------
Documents,  Borrower hereby waives any defenses to the enforcement of the Credit
Agreement and of the other Financing  Documents,  and hereby releases any claims
or causes of action  against Agent and each Lender which may now or hereafter be
available  to  Borrower  arising  out of: (i) the  administration  of the Credit
Agreement,  the other Financing  Documents or the Obligations  prior to the date
hereof  or  as  a  result  of  taking  actions  permitted  hereunder;  (ii)  the
negotiation and execution of this  Agreement;  or (iii) any other matter arising
prior to the date  hereof  and  pertaining  to the Credit  Agreement,  the other
Financing Documents or the Obligations.

     (g) Continued Effectiveness. Notwithstanding anything contained herein, the
         -----------------------
terms  of this  Agreement  are not  intended  to and do not  serve  to  effect a
novation as to the Credit Agreement.  The parties hereto expressly do not intend
to extinguish the Credit Agreement.  Instead, it is the express intention of the
parties hereto to reaffirm the  indebtedness  created under the Credit Agreement
which is  evidenced  by the Notes and  secured  by the  Collateral.  The  Credit
Agreement as amended hereby and each of the Financing  Documents  remain in full
force and effect.

     (h) Construction. Borrower acknowledges that it has been represented by its
         ------------
own legal counsel in connection with the Financing Documents and this Agreement,
that  it has  exercised  independent  judgment  with  respect  to the  Financing
Documents  and this  Agreement,  and that it has not relied on the Agent's or on
Lenders' counsel for any advice with respect to the Financing  Documents or this
Agreement.


<PAGE>8


     Delivered at Chicago, Illinois, as of the day and year first above written.

                               WICKES INC.


                               By:______________________________________________
                               Name:____________________________________________
                               Title:___________________________________________

                               MERRILL LYNCH CAPITAL, a division of
                                Merrill Lynch Business Financial Services Inc.,
                                as Agent, Collateral Agent, Book Manager,
                                Lead Arranger and a Lender


                               By:______________________________________________
                               Name:____________________________________________
                               Title:___________________________________________


                               CONGRESS FINANCIAL CORPORATION
                               (CENTRAL), as a Lender


                               By:______________________________________________
                               Name:____________________________________________
                               Title:___________________________________________


                               THE CIT GROUP/BUSINESS CREDIT, INC., as a
                               Lender


                               By:______________________________________________
                               Name:____________________________________________
                               Title:___________________________________________


                               COMERICA BANK, as a Lender


                               By:______________________________________________
                               Name:____________________________________________
                               Title:___________________________________________


                               LASALLE BUSINESS CREDIT LLC, as a Lender


                               By:______________________________________________
                               Name:____________________________________________
                               Title:___________________________________________




<PAGE>9

                            REAFFIRMATION OF GUARANTY

     In order to induce Merrill Lynch Capital,  in its capacity as Lender and as
agent for Lenders  ("Agent"),  and Lenders,  to execute and deliver that certain
Waiver and Fourth  Amendment  to Credit  Agreement  of even date  herewith  (the
"Amendment"),  each of Lumber  Trademark  Company and GLC Division  Inc.  hereby
reaffirms its  respective  obligations  under that certain  Guaranty dated as of
February 26, 2003 by them in favor of Agent (the "Guaranty").  Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the Credit  Agreement dated as of February 26, 2003 by and among Agent,  Lenders
and Wickes Inc.  (as the same has been,  and may be from time to time,  amended,
supplemented or otherwise modified, the "Credit Agreement").

     Each of the  undersigned  further  agrees that the Guaranty shall remain in
full force and effect  following the  execution  and delivery of the  Amendment,
that all  references to the "Credit  Agreement"  in the Guaranty  executed by it
shall be deemed to refer to the Credit  Agreement  as amended by the  Amendment.
Except as set forth in the immediately  preceding  sentence,  the Guaranty shall
remain unmodified and in full force and effect.

     This Reaffirmation of Guaranty is dated as of August 15, 2003.

                               LUMBER TRADEMARK COMPANY


                               By_______________________________________________
                               Its______________________________________________

                               GLC DIVISION INC.


                               By_______________________________________________
                               Its______________________________________________



<PAGE>10



                                    EXHIBIT B

                             Compliance Certificate

                                    Attached.