EXHIBIT 10.3B

                            Dated as of May 15, 1997



Great Lakes Credit Corp.
331 West Wisconsin Avenue
Milwaukee, Wisconsin  53203
Attention:        Darren R. Jackson


Carson Pirie Scott & Co.
331 West Wisconsin Avenue
Milwaukee, Wisconsin  53203
Attention:        Charles J. Hansen, Esq.


         Re:      Second Amendment of Liquidity Agreement
                  dated as of July 22, 1994 (this "Amendment")

Ladies and Gentlemen:

         Reference is hereby made to that certain Liquidity Agreement,  dated as
of July 22, 1994 (as amended,  supplemented  and otherwise  modified through the
date hereof,  the  "Liquidity  Agreement"),  among Great Lakes Credit  Corp.,  a
Delaware  corporation  (the  "Borrower"),  and ABN AMRO Bank N.V., as agent (the
"Agent") for and on behalf of the  Lenders.  You have  requested  that the Agent
agree to amend the Liquidity  Agreement which the Agent is willing to do subject
to the terms and conditions hereof.  Terms used herein and not otherwise defined
herein which are defined in the Liquidity  Agreement shall have the same meaning
herein as defined therein.

         1.  Accordingly,  subject to the following  terms and  conditions,  the
Liquidity  Agreement shall be, and it hereby is, effective as of the date hereof
(the  "Effective  Date")  subject  to  Section 3 of this  Amendment,  amended as
follows:

                  (a) The  first  sentence  of  Section  3.01  of the  Liquidity
         Agreement  shall be,  and  hereby is,  amended  by  replacing  the term
         "Termination  Date" with the phrase  "applicable  Lender's  Termination
         Date  (or,  with  respect  to any  B-Holder,  prior to such  B-Holder's
         Commitment Termination Date)" therein and by replacing the term "Banks"
         with the phrase "Lenders (other than WINDMILL)" in clause (ii) thereof.

                  (b) The  B-Holders  shall be  considered  to be "Lenders"  for
         purposes of Section 3.02 of the Liquidity Agreement.

                  (c) Section  3.02(a) of the Liquidity  Agreement shall be, and
         hereby is,  amended by deleting the sentence  "No  Incremental  Payment
         shall be made by any  Lender  on or  after  such  Lender's  Termination
         Date." and replacing it with the following:

                           If an  Incremental  Payment  is so  requested  of any
                  B-Holder then each B-Holder shall make to the Borrower its pro
                  rata share (based on its Original  Investment  as a percentage
                  of the aggregate  Original  Investments  of all  B-Holders) of
                  such Incremental  Payment,  subject to the terms hereof and of

<PAGE>

                  the Transfer Agreement; provided, however, that the Investment
                  of any  B-Holder  after  giving  effect  to  such  Incremental
                  Payment shall not exceed such B-Holder's Original  Investment.
                  No Incremental  Payment shall be made by any Lender after such
                  Lender's  Termination  Date (or, with respect to any B-Holder,
                  after such B-Holder's Commitment Termination Date).

                  (d) The fourth  and last  sentence  of Section  3.02(a) of the
         Liquidity  Agreement  shall be, and hereby is, amended by replacing the
         term "Banks" with the phrase "Lenders  (other than  WINDMILL)"  therein
         and by replacing each term "Bank" with the term "Lender" therein.

                  (e) Section  3.06(b)(ii) of the Liquidity  Agreement shall be,
         and hereby is,  amended and  restated in its entirety to be and to read
         as follows:

                           (ii)  during  the  period   from  the   B-Certificate
                  Initiation Date to the Commitment Termination Date, monthly in
                  arrears on the Payment  Date for each  calendar  month for the
                  immediately prior Settlement  Period,  commencing on the first
                  Payment Date following the B-Certificate  Initiation Date, and
                  on the Commitment  Termination Date, a fee (which shall not be
                  less  than  zero  Dollars  ($0))  equal  to the  B-Certificate
                  Commitment  Rate on an amount equal to the sum of the Original
                  Investment  for each B-Holder  minus the sum of the Investment
                  for each B-Holder arising under the B-Certificate,  calculated
                  on the basis of  actual  number  of days  elapsed  and a three
                  hundred sixty (360) day year;

                  (f) The  phrase  "thirty  basis  points  (0.30%)"  in  Section
         3.06(b)(iii)  of the  Liquidity  Agreement  shall be,  and  hereby  is,
         amended in its entirety to be and to read as follows:

                           twenty-five basis points (0.25%)

                  (g) The  third  sentence  of  Section  6.02  of the  Liquidity
         Agreement shall be, and hereby is, amended by replacing the term "Bank"
         with the phrase "Lender (other than WINDMILL)" therein.

                  (h) Section  6.02(f) of the Liquidity  Agreement shall be, and
         hereby is,  amended by adding,  immediately  prior to the period at the
         end thereof, the following parenthetical:

                           (as determined  after giving effect to an increase in
         the  Additional  Advance Rate as a result of such Incremental Payment)

                  (i)  Section  9.11 of the  Liquidity  Agreement  shall be, and
         hereby is,  amended by  replacing  the term "CPS" with the term  "NBGL"
         therein.

                  (j) Clause (i) in Section 10.04(b) of the Liquidity  Agreement
         shall be, and hereby is, amended by replacing the phrase "either Carson
         or CPS" with the term "any Seller" therein.

                  (k) The  first  sentence  of the  last  paragraph  of  Section
         10.05(c) of the Liquidity Agreement shall be, and hereby is, amended by
         replacing the term "Interest" with the phrase "commitment to make Loans
         hereunder or all or any part of its Interest" therein.
<PAGE>

                  (l) The  second  to last  sentence  of the last  paragraph  of
         Section  10.05(c) of the Liquidity  Agreement  shall be, and hereby is,
         amended by  replacing  the term  "Original  Investment"  with the terms
         ""B-Certificate   Initiation  Date",  "Commitment  Termination  Date","
         therein.

                  (m) Clause (iv) of the definition of "Bank  Termination  Date"
         in  Schedule  X of the  Liquidity  Agreement  shall be,  and hereby is,
         amended in its entirety to be and to read as follows:

                           (iv)      June 30, 2000

                  (n) The  definition  of "Carson's  Consolidated  Net Worth" in
         Schedule X of the Liquidity  Agreement shall be, and hereby is, amended
         in its entirety to be and to read as follows:

                           "Carson's  Consolidated Net Worth" shall mean, at any
                  date,  the amount by which (a) the total  consolidated  assets
                  (minus all assets  which  would be  classified  as  intangible
                  assets)  of Carson and its  Subsidiaries  exceed (b) the total
                  consolidated  liabilities of Carson and its Subsidiaries,  all
                  computed and calculated in accordance with GAAP.

                  (o) Clause  (ii) of the  definition  of  "Eurodollar  Rate" in
         Schedule X of the Liquidity  Agreement shall be, and hereby is, amended
         in its entirety to be and to read as follows:

                           (ii) one-half percent (0.50%)

                  (p) The  definition  of "Minimum  Amount" in Schedule X of the
         Liquidity Agreement shall be, and hereby is, amended in its entirety to
         be and to read as follows:

                           "Minimum Amount" shall mean, $250,000,000 plus 75% of
                  positive  Net Income of Carson and its  Subsidiaries  for each
                  Fiscal Year of Carson  commencing on or after February 4, 1996
                  (but without  subtraction  for any negative Net Income for any
                  such period).

                  (q) Clause (f) of the definition of "Permitted Investments" in
         Schedule X of the Liquidity  Agreement shall be, and hereby is, amended
         by  replacing  the  phrase  "substantially  all the assets of which are
         comprised of  securities  of the type  described in clauses (a) through
         (e) above" as follows:

                  which money  market funds have assets in excess of One Billion
                  Dollars  ($1,000,000,000)  and  comply  with  Rule 2a-7 of the
                  Securities  and Exchange  Commission  as in effect on the date
                  hereof

                  (r) The following  definitions shall be, and hereby are, added
         to Schedule X of the Liquidity Agreement as alphabetically appropriate:

                           "B-Certificate   Commitment   Rate"  shall  have  the
                  meaning ascribed to such term in the B-Certificate.

                           "B-Certificate   Initiation   Date"  shall  have  the
                  meaning ascribed to such term in the B-Certificate.
<PAGE>
                           "Commitment  Termination Date" shall have the meaning
                  ascribed to such term in the B-Certificate.

                           "NBGL" shall mean National Bank of the Great Lakes.

                           "Net Income"  shall mean,  for any Person and for any
                  period,  the net income (loss) of such Person for such period,
                  provided  that (i) all gains and all losses  realized  by such
                  Person and its Subsidiaries upon the sale or other disposition
                  (including, without limitation, pursuant to sale and leaseback
                  transactions)  of  property  or  assets  which are not sold or
                  otherwise  disposed of in the ordinary course of business,  or
                  pursuant  to the sale of any  capital  stock of such Person or
                  any subsidiary, shall be excluded, (ii) net income or net loss
                  of any  Person  combined  with such  Person on a  "pooling  of
                  interests" basis  attributable to any period prior to the date
                  of such combination shall be excluded, and (iii) net income of
                  any Person which is not a Subsidiary  of such Person and which
                  is  consolidated  with such Person or is accounted for by such
                  Person by the equity  method of  accounting  shall be included
                  only to the extent of the amount of dividends or distributions
                  paid to such Person or a Subsidiary.

                           "Original   Investment"   shall  have  the   meaning
                  ascribed  to  such  term  in  the B-Certificate.

         2. The Borrower represents and warrants to the Agent that:

                  (a) it is in full  compliance  with all of the material terms,
         conditions and all other  provisions of this  Amendment,  the Liquidity
         Agreement and each of the other Transaction Documents,  in each case as
         of the Effective Date; and

                  (b)  its  representations  and  warranties  contained  in this
         Amendment,  the Liquidity Agreement and the other Transaction Documents
         are true and correct in all material  respects,  in each case as though
         made  on  and as of the  Effective  Date,  except  to the  extent  such
         representations  and  warranties  relate solely to an earlier date (and
         then as of such earlier date); and

                  (c) both before and after giving effect to this Amendment,  no
         Termination  Event nor Potential  Termination Event has occurred and is
         continuing  or would  result from the  execution  and  delivery of this
         Amendment or any other document  arising in connection with or pursuant
         to this Amendment; and

                  (d) this  Amendment  has been duly  authorized,  executed  and
         delivered on its behalf, and each of (i) the Liquidity Agreement,  both
         before  being  amended  and  supplemented  hereby  and as  amended  and
         supplemented  hereby,  (ii) each of the other Transaction  Documents to
         which it is a party and, (iii) this  Amendment,  constitutes its legal,
         valid and binding obligation  enforceable against it in accordance with
         the terms hereof or thereof.

         3. Section 1 of this Amendment shall become  effective only once all of
the pre-conditions set forth below in this Section 3 have been satisfied:

                  (a)  the  second  amendment  of the  Purchase  Agreement,  the
         Transfer  Supplement,  the  Seasonal  Commitment  Certificate  and  the
         Guaranty, each dated as of the date hereof, shall be effective; and
<PAGE>

                  (b) the Agent has received, in form and substance satisfactory
         to the Agent, all documents, certificates and opinions as the Agent may
         reasonably  request and all other  matters  incident  to the  execution
         hereof are satisfactory to the Agent.

         4. Notwithstanding  Section 2.2 of the Transfer Agreement,  the Lenders
and each of the parties hereto consent to the distribution on the date hereof to
the  B-Holder of an amount  equal to all  Investment  and  Discount  owed to the
B-Holder.

         5. The Liquidity  Agreement,  as amended and supplemented  hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the other  Transaction  Documents,  and all other  documents  executed  in
connection therewith, are in all respects ratified and confirmed. From and after
the Effective  Date, the Liquidity  Agreement  shall be deemed to be amended and
supplemented as herein provided, and, except as so amended and supplemented, the
Liquidity  Agreement,  each of the  other  Transaction  Documents  and all other
documents  executed  in  connection  therewith  shall  remain in full  force and
effect.

         6. This Amendment may be executed in two or more counterparts,  each of
which  shall  constitute  an  original  but  both or all of  which,  when  taken
together, shall constitute but one instrument.

Please signify your agreement and acceptance of the foregoing by executing this
Amendment in the space provided below.

                                 Very truly yours,

                                ABN AMRO BANK N.V., as Agent

                                By \s\ Jon R. Bottorf
                                   ---------------------------
                                   Title Group Vice President

                                By \s\ Robert J. Graff
                                   ---------------------------
                                   Title Group Vice President and Director


Accepted and Agreed to:

GREAT LAKES CREDIT CORP., as Borrower

By \s\ Charles J. Hansen
   ---------------------------
   Title Vice President

Consented to:

LASALLE NATIONAL BANK, as Collateral Agent

By \s\ Michael B. Evans
   ---------------------------
   Title First Vice President