Exhibit 4.1(j)



                                 March 28, 2003



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

     Re: First Amendment to Credit Agreement

     Reference is made to that certain Credit Agreement dated as of February 26,
2003 by and among Wickes Inc. ("Borrower"), the financial institutions from time
to time parties thereto, each as a Lender, and Merrill Lynch Capital, a division
of Merrill Lynch Business Financial Services Inc.,  individually as a Lender and
as agent ("Agent") (as amended,  supplemented or modified from time to time, the
"Credit Agreement").  Borrower has requested that Agent and the Required Lenders
amend the Credit  Agreement  to extend the due date for the  delivery of Deposit
Account Control  Agreements with respect to certain Deposit Accounts  maintained
by Borrower,  and Agent and the Required Lenders have agreed to do so subject to
the terms and conditions  hereof.  Unless otherwise defined herein,  capitalized
terms  used  herein  shall  have the  meanings  ascribed  to them in the  Credit
Agreement.

     NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
herein  contained,  and such other  consideration as the parties hereto mutually
agree, Agent, the Required Lenders and Borrower hereby agree as follows:


The Credit Agreement is amended as follows:

     The final sentence of subsection  6.1(d) of the Credit  Agreement is hereby
amended and restated in its entirety as follows:

     "Agent and Lenders agree that notwithstanding  anything contained herein to
the  contrary,  Borrower  shall have until May 31,  2003 to deliver  appropriate
Deposit  Account  Control  Agreements  with  respect  to  each  Deposit  Account
maintained by Borrower."

<PAGE>2

This Amendment  shall not become  effective until it is fully executed by Agent,
the Required Lenders and Borrower. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.

Except as expressly  amended hereby and by any other  supplemental  documents or
instruments  executed  by  either  party  hereto  in  order  to  effectuate  the
transactions  contemplated  hereby,  the Credit  Agreement  and the exhibits and
schedules  thereto  hereby are ratified and confirmed by the parties  hereto and
remain in full force and effect in accordance with the terms hereof.

                                 (signatures on next page)


<PAGE>3



     IN WITNESS  WHEREOF,  Agent,  the Required Lenders and Borrower have caused
this Amendment to be duly executed by their proper duly  authorized  officers as
of the day and year first set forth above.

                            WICKES INC., as Borrower


                            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:_____________________________




<PAGE>4




                            COMERICA BANK, as a Lender


                            By:________________________________
                            Name:______________________________
                            Title:_____________________________



                            LASALLE BUSINESS CREDIT LLC, as a Lender


                            By:________________________________
                            Name:______________________________
                            Title:_____________________________





<PAGE>5


                                                                  Exhibit 4.1(k)



                         WAIVER AND SECOND AMENDMENT TO
                                CREDIT AGREEMENT


     This Waiver and Second Amendment to Credit Agreement,  dated as of April 4,
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.

                                   WITNESSETH:

     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,  certain Events of Default  exists under the Credit  Agreement (as
set forth below);

     WHEREAS,  in order to induce Agent and Lenders to waive the existing Events
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 Lenders  hereby waive the Events of Default  arising under (i)
Section  9.1  (j) of the  Credit  Agreement  as a  result  of (A)  Investor  and
Riverside ceasing between them to, directly or indirectly,  own beneficially and
of record and control at least 25% of the outstanding voting equity interests of
Borrower  and (B) Imagine  Investments,  Inc.  owning or  controlling  a greater
percentage of the outstanding  voting equity interests of Borrower than Investor
(the "Existing  Defaults") and (ii) Section 4.1(b) of the Credit  Agreement as a
result of Borrower's  failure to timely  deliver to Agent and Lenders the annual
audited financial statements required therein. Except as a result of the waivers
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: (1) 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

<PAGE>6

rights  and  remedies  under  the  Credit  Agreement  and  the  other  Financing
Documents.

     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) Section  4.1(b) of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

     (b) as soon as  available  and in any event  within one hundred  five (105)
days after the end of the 2002 Fiscal  Year,  and within  ninety (90) days after
the end of each subsequent Fiscal Year, a consolidated and consolidating balance
sheet of Borrower and its Consolidated Subsidiaries as of the end of such Fiscal
Year and the related  consolidated and  consolidating  statements of operations,
stockholders'  equity and cash flows for such Fiscal Year, setting forth in each
case in  comparative  form the  figures  for the  previous  Fiscal  Year and the
figures  for such  Fiscal  Year set forth in the annual  operating  and  capital
expenditure budgets and cash flow forecast delivered pursuant to Section 4.1(1),
certified  (solely with respect to such  consolidated  statements  (and not with
respect to such annual operating and capital  expenditure  budgets and cash flow
forecasts)) without  qualification by independent public accountants  acceptable
to Agent of nationally recognized standing;

     (b)  Section  5.12(iii)  of the  Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

     (iii) the  payment  of salary  and  related  benefits  to  Investor  in his
capacity as an officer and  director  of  Borrower  (so long as he retains  such
positions),  and following Investor's  resignation as an officer and director of
Borrower, the severance payment provided in the certain Agreement dated April 4,
2003 between Borrower and Investor,

     (c) Section  9.1(j) of the Credit  Agreement is hereby amended and restated
in its entirety as follows:

     (1) Imagine Investments,  Inc. shall cease to, directly or indirectly,  own
beneficially  and of record and control at least 35% of the  outstanding  voting
equity  interests  of Borrower,  (2) any Person other than Imagine  Investments,
Inc. shall,  directly or indirectly,  own or control a greater percentage of the
outstanding voting equity interests of Borrower than Imagine Investments,  Inc.,
(3)  Continuing  Directors  shall cease to constitute at least a majority of the
board of directors (or similar  governing body) of Borrower,  (4) Borrower shall
cease to, directly or indirectly,  own and control one hundred percent (100%) of
each class of the outstanding  equity interests of each Subsidiary,  unless such
Subsidiary is dissolved and  liquidated or (5) any "Change of Control",  "Change
in  Control",  or terms of similar  import  occurs under any  Subordinated  Debt
Document or Swap Debt Document;


     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:

<PAGE>7


     (a) No Default.  Except for the Existing  Defaults,  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  Defaults),  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
Lenders, a non-refundable amendment fee of $312,500, all of which shall be fully
earned and payable on the date hereof.

     4. Additional Agreements.

     (a) Borrower  hereby agrees that prior to December 31, 2003,  Borrower will
not consummate any voluntary redemption or purchase of Subordinated Debt or Swap
Debt.  Thereafter,  such  redemptions  may be made in compliance with the Credit
Agreement.

     (b) Borrower hereby agrees to immediately commence a search for a successor
Chief  Executive  Officer  to fill the  vacancy  expected  to be  created by the
departure of Steven Wilson. Such search may involve candidates who are currently
employees of Borrower.

     (c) Borrower hereby agrees to hire a successor Chief Executive Officer, who
is reasonably satisfactory to the Required Lenders, prior to December 31, 2003.

     (d) Borrower hereby agrees that until a Chief Executive Officer is hired in
accordance with the immediately preceding sentence,  the Chief Executive Officer
function of Borrower will be performed by a combination of James Hopwood, Jimmie
Frank and James Detmer.

     (e)  Borrower  hereby  agrees  that if prior to the  hiring  of a new Chief
Executive  Officer,  as set forth above,  any of James Hopwood,  Jimmie Frank or
James Detmer either  voluntarily  terminates his employment with Borrower or has
his employment with Borrower  terminated by Borrower  without cause, an Event of
Default will occur.

     (1) Borrower  hereby agrees that at all times until  Borrower has delivered
to Agent Borrower's audited financial statements for the year ending on or about
December 31, 2003, the term "Availability Block" will equal $15,000,000.

<PAGE>8


     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.

     (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.

<PAGE>9


     (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.


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




                                 WICKES INC.




                                 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:_________________________________________
                                 Tit1e:________________________________________


                                 CONGRESS FINANCIAL CORPORATION
                                 (CENTRAL), as a Lender

                                 By:___________________________________________
                                 Name:_________________________________________
                                 Title:________________________________________



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

                                 By:___________________________________________
                                 Name:_________________________________________
                                 Title:________________________________________

<PAGE>10


                            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   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 April 4, 2003.

                                 LUMBER TRADEMARK COMPANY

                                 By:_____________________________________
                                 Its:____________________________________




                                 GLC DIVISION INC.

                                 By:_____________________________________
                                 Its:____________________________________

<PAGE>11

                                                                  Exhibit 4.1(l)


                         CONSENT AND THIRD AMENDMENT TO
                                CREDIT AGREEMENT



     This Consent and Third Amendment to Credit  Agreement,  dated as of May 31,
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, Borrower has requested that Required Lenders consent to the hiring
of James O'Grady as Borrower's Chief Executive Officer, as required by the terms
of Section 4(c) of the certain Waiver and Second  Amendment to Credit  Agreement
dated as of April 4, 2003;

     WHEREAS,  Borrower has also requested that, in light of Borrower's  current
projected  financing  needs,  Merrill  Lynch  cease its  efforts to  syndicate a
$15,000,000  portion of its Revolving  Loan  Commitment  Amount and that Lenders
agree to amend the  Credit  Agreement  in order to  reduce  the  Revolving  Loan
Commitment and Merrill Lynch's Revolving Loan Commitment Amount by $15,000,000;

     WHEREAS,  Borrower has also requested that Agent and Required Lenders agree
to amend the Credit Agreement to extend the due date for the delivery of Deposit
Account Control  Agreements with respect to certain Deposit Accounts  maintained
by Borrower;

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Consent.
        -------

     (a) Subject to the  satisfaction of the conditions set forth in Paragraph 3
below,  Required  Lenders  hereby  consent  to the hiring by  Borrower  of James
O'Grady as Chief Executive  Officer.  Except for such consent and except for the
amendments  set forth in Paragraph 2 below,  nothing  contained  herein shall be
deemed to be a consent to any departure  from the terms of the Credit  Agreement
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

<PAGE>12

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.

     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 final  sentence of  subsection  6.1(d) of the Credit  Agreement  is
hereby amended and restated in its entirety as follows:

     "Agent and Lenders agree that notwithstanding  anything contained herein to
the contrary,  Borrower shall have until August 31, 2003 to deliver  appropriate
Deposit  Account  Control  Agreements  with  respect  to  each  Deposit  Account
maintained by Borrower."

     (b) Annex A to the Credit  Agreement is hereby  amended and restated in its
entirety as set forth on Annex A attached hereto.

     3. Conditions.  The  effectiveness of the consent 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.  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,  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) no
Default or Event of Default has occurred and is continuing.

     (c)  Revolving  Loan Note.  Borrower  shall have  executed and delivered to
          --------------------
Agent,  for the benefit of Merrill  Lynch, a new Revolving Loan Note in form and
substance satisfactory to Agent.


     4.  Additional   Agreement.   Promptly  after  the  effectiveness  of  this
         ----------------------
Agreement,  Merrill Lynch agrees to return its existing Revolving Credit Note to
Borrower for cancellation.


<PAGE>13



     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.

     (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
orcauses 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>14



     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:__________________________________________


<PAGE>15


                            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
Consent and Third  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 May 31, 2003.

                            LUMBER TRADEMARK COMPANY

                            By:_____________________________________
                            Name:___________________________________
                            Title:__________________________________


                            GLC DIVISION INC.

                            By:_____________________________________
                            Name:___________________________________
                            Title:__________________________________

<PAGE>16




                                     ANNEX A

                                COMMITMENT ANNEX


<TABLE>

                               Revolving Loan       Revolving Loan                            Term Loan
          Lender              Commitment Amount       Commitment          Term Loan           Commitment
                                                      Percentage      Commitment Amount       Percentage
---------------------------   -----------------     --------------    -----------------       ----------
<S>                          <C>                   <C>               <C>                 <C>

Merrill Lynch Capital            $25,000,000           29.4118%          $10,000,000             40%

Congress Financial               $20,000,000           23.5294%           $5,000,000             20%
Corporation (Central)

The CIT Group/Business           $20,000,000           23.5294%           $5,000,000             20%
Credit, Inc.

LaSalle Business Credit LLC      $12,000,000           14.1176%           $3,000,000             12%

Commerica Bank                    $8,000,000            9.4118%           $2,000,000              8%
                                ------------         ------------        ------------        ------------
TOTALS                           $85,000,000               100%          $25,000,000            100%
                                ============         ============        ============        ============

</TABLE>