November 4, 1997



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

          Re:  Agreement for Acquisition of Operations

Ladies and Gentlemen:

      This  letter  will  set  forth our mutual  agreements  with
respect to:

     i.   the  transfer  by Wickes Inc.  ("Wickes")  to
          Riverside  Group, Inc. ("Riverside")  of  the
          Wickes    Plus/wickes.net   Operations    (as
          hereinafter defined);

     ii.  the  transfer by Wickes to Riverside  of  the
          opportunity  to invest in the MDF  Plant  (as
          hereinafter defined); and

     iii. the  granting of a right of first refusal  by
          Wickes   and  certain  purchase   rights   to
          Riverside with respect to Wickes' interest in
          Riverside International LLC ("RIC LLC").

      1.   Wickes Plus/wickes.net Operations.  (a)  The Transfer.
On  and  subject  to the terms and conditions of this  Agreement,
Riverside  agrees  to acquire from Wickes, and Wickes  agrees  to
sell,  transfer,  convey, and deliver to  Riverside,  the  Wickes
Plus/wickes.net Operations for the consideration specified below.
The  transfer  shall  be effective five days  after  notice  from
Riverside of its determination to proceed, and shall occur, if at
all, no later than December 31, 1997.  This acquisition, sale and
transfer will be accomplished through:

     i.   the  assignment by Wickes to Riverside of all
          of  its right, title and interest in and  to,
          and   the  assumption  by  Riverside  of  all
          Wickes'  obligations  under,  the  agreements
          listed  on  Schedule  1 hereto  (the  "Wickes
          Plus/wickes.net Agreements");
     ii.  the  transfer to Riverside by Wickes  of  the
          assets  listed  on Schedule  2  the  ("Wickes
          Plus/wickes.net Assets") hereto; and

     iii. the  transfer,  to  the extent  possible,  of
          Wickes'  parent-company and  building  center
          positions   in   the  multi-level   marketing
          programs established or being established  by
          Wickes  with  respect  to  the  marketing  of
          natural   gas,  electricity,  telephony   and
          internet  services (the "MLM  Programs")  and
          the  continuation at least through March  31,
          1998  (but not later than June 30,  1998)  of
          Wickes'  involvement in the MLM  Programs  as
          set forth on Schedule 3 hereto.

      (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 to pay to Wickes:

     i.   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.

     ii.  An amount in cash, payable at the time of the transfer,
          equal  to  the sum of (A) the book value of the  Wickes
          Plus/wickes.net  Assets  shown  on  Wickes'   financial
          statements and (B) the operating expenses of the Wickes
          Plus/wickes.net Operations from October 1, 1997 through
          the  date  of  the  transfer, reduced by  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.

     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, reduced by  (I)
          the  revenues generated by such operations during  such
          period  and  (II)  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 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.

      (c)   Use  of  Name  and Trademark.  On  the  date  of  the
transfer,  Riverside will, and Wickes will cause Lumber Trademark
Company   to,   enter   into   a  Trademark   License   Agreement
substantially in the form of Exhibit A hereto.

      (d)   Employees.   In connection with the transfer,  Wickes
will  permit  Riverside  to  hire such  of  its  employees  whose
responsibilities   are   primarily   related   to   the    Wickes
Plus/wickes.net Operations.

      (e) Non-competition.  Except as contemplated hereby, Wickes
will not, for a period of three years from the transfer, directly
or  indirectly  engage  anywhere in  the  United  States  in  the
marketing, sale or supply of natural gas, electricity, telephony,
internet  access services, or third-party internet or third-party
World Wide Web content services.

      (f)   Conditions.   Riverside's obligation  to  effect  the
acquisition of the Wickes Plus/wickes.net Operations  is  subject
to  (i)  the approval of Riverside's Board of Directors and  (ii)
the  obtaining  by  Riverside  of  financing  for  the  continued
operation  of  the Wickes Plus/wickes.net Operations satisfactory
to  Riverside in its sole discretion, which Riverside  agrees  to
use  reasonable efforts to obtain.  Wickes' obligation to  effect
the  acquisition  of  the  Wickes Plus/wickes.net  Operations  is
subject  to  the required approval or non-disapproval of  Wickes'
bank lenders.

      (g)  Termination.  If the transfer has not been effected by
January  1,  1998,  either Wickes or Riverside  may  unilaterally
terminate the provisions of this paragraph 1.

      (h)  Definition of "Wickes Plus/wickes.net Operations."  As
used  herein,  "Wickes Plus/wickes.net Operations" means  all  of
Wickes'  activities in furtherance of the Wickes  Plus/wickes.net
Agreements and activities directly related to the marketing, sale
or  supply  of  natural  gas,  electricity,  telephony,  internet
services, or third-party internet or third-party World  Wide  Web
content   services  and  advertising  (including  the  operations
currently  conducted  or  proposed  to  be  conducted  under  the
wickes.net, wickes.net, and Wickes Energy names).

      (i)   Operations Pending Transfer.  The parties acknowledge
that  from  and  after  the date hereof,  Wickes  will  not  hire
additional  staff  or acquire additional assets  to  support  the
Wickes  Plus/wickes.net Operations and will take  all  reasonably
practicable steps to defer the acquisition of previously  ordered
assets until the transfer has been effected.


      2.   MDF.   Wickes agrees to transfer to Riverside Wickes's
opportunity,  if  any, to invest directly or  indirectly  in  the
manufacturing plant (the "MDF Plant") currently proposed to built
by   Fay-Penn   Fiber,  Ltd.  and  its  promoters   ("Fay-Penn");
provided,  that  Wickes shall have determined not  to  make  such
investment itself and such determination shall have been reviewed
and  approved by the Related Party Committee of Wickes' Board  of
Directors.  If there is no comparable investment offered by  Fay-
Penn  to  other investors, as determined by Wickes  in  its  sole
discretion,  at  the  time  Riverside makes  such  an  investment
Riverside  shall  pay  Wickes such amount in  cash  as  shall  be
determined  by  Wickes  to be fair at  the  time.   In  order  to
effectuate  the  terms of this paragraph 2, Riverside  agrees  to
give  Wickes  at  least 15 days prior notice  before  making  any
direct or indirect investment in the MDF Plant.


     3.  RIC LLC.  (a)  Right of First Refusal.  In consideration
of the payment of $10.00 by Riverside, Wickes hereby agrees:

     i.   not  to dispose directly or indirectly of any
          of  its interest in RIC LLC other than  to  a
          subsidiary  of Wickes, within the meaning  of
          the  indenture  related  to  Wickes'  11-5/8%
          Subordinated  Notes (a "Wickes Subsidiary")),
          or  to permit any Wickes Subsidiary to effect
          such  a  disposition, unless  it  shall  have
          given  Riverside 30 days' advance  notice  of
          the  terms  of such sale and Riverside  shall
          not have offered within such 30-day period to
          acquire  such interest on the terms described
          in  the notice; if Riverside shall have  made
          such   an   offer,  Wickes  or  such   Wickes
          Subsidiary  shall promptly accept such  offer
          and such purchase shall be promptly effected;
          if  Riverside  shall not have  made  such  an
          offer,  Wickes or such Wickes Subsidiary  may
          sell such interest on terms no less favorable
          to Wickes; provided, that no such sale may be
          completed after 180 days after Wickes' notice
          to Riverside without repeating the procedures
          set forth in this paragraph; and

     ii.  in  connection with any Business  Combination
          (as  hereinafter defined) effected within one
          year  after the date hereof, Wickes will  use
          reasonable  efforts  to determine  the  value
          placed   in  such  Business  Combination   on
          Wickes'  interest in RIC LLC  in  determining
          the consideration to be paid in such Business
          Combination and to cause at least Riverside's
          pro rata interest (through Wickes) in RIC LLC
          to be offered to Riverside for purchase prior
          to   or  in  connection  with  such  Business
          Combination  at  such  value  (or  pro   rata
          portion thereof).

      (b)  Definition of "Business Combination."  As used herein,
"Business  Combination" means a transaction involving  a  merger,
consolidation or similar transaction  involving Wickes  in  which
shareholders  of  Wickes prior to the merger  hold  less  than  a
majority  of  the voting interest in the surviving  or  acquiring
corporation,  any  sale  by Wickes of substantially  all  of  its
assets  or  the issuance by Wickes in a transaction or series  of
related transactions of voting securities representing a majority
of the voting interest in Wickes.

     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/ Kenneth M. Kirschner
                                      ------------------------
                                      Vice Chairman

Agreed:

WICKES INC.



By /s/ David T. Krawczyk
   ---------------------
   President & Chief Operating Officer

List of Schedules:
     Schedule 1 - Wickes Plus/wickes.net Agreements
     Schedule 2 - Wickes Plus/wickes.net Assets
     Schedule 3 - MLM Programs

                                                       Schedule 1
                                                                  
                                                                 
                Wickes Plus/wickes.net Agreements

1.   Agreement  dated April 8, 1997 among Wickes,  Riverside  and
     KeySpan Energy Services, Inc.

2.   Agreement  dated August 28, 1997 between Wickes  Energy  and
     Power Alternatives, Inc.

3.   Consulting  agreements  with Herb Navis,  Edward  Carey  and
     others related to energy marketing and supply.

4.   All  agreements  and arrangements with Excel Communications,
     Inc. related to marketing of telephony services.

5.   All   other   agreements  primarily  involving  the   Wickes
     Plus/wickes.net Operations.


                                
                                                       Schedule 2
                                                                 
                                                                 
                  Wickes Plus/wickes.net Assets

1.   All  assets utilized primarily in the Wickes Plus/wickes.net
     Operations.



                                                       Schedule 3


                          MLM Programs


     1.   To  the  extent not unreasonably disruptive to  Wickes'
          operations,   Riverside  will  be   permitted   conduct
          enrollment  and other meetings at Wickes'  Headquarters
          and building centers.

     2.   The  building  centers (including new  roll-outs)  will
          continue   their   bonus  pool  programs   other   than
          sponsorship on their current terms, with funds supplied
          or arranged by Riverside.

     3.   Employees  will  be  permitted to continue  involvement
          pursuant  to  procedures  designed  to  ensure  minimal
          disruption of Wickes' normal operations..