SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
            ---------------------------------------------------------

     This Second  Amendment to Amended and Restated Credit  Agreement is made as
of this ___ day of August, 2001 by and among

     WICKES INC. (formerly Wickes Lumber Company),  a Delaware  corporation,  as
     Lead  Borrower (the "Lead  Borrower")  for the  "Borrowers"  which are said
     WICKES, INC and WICKES LUMBER L.P., a Delaware limited partnership, and

     each of those  financial  institutions  identified  as  Lenders  on Annex I
     hereto  (together with each of their  successors  and assigns,  referred to
     individually as a "Lender" and collectively as the "Lenders"), and

     FLEET RETAIL  FINANCE  INC.,  acting as agent for the Lenders in the manner
     and to the extent  described  in Article 11 hereof (in such  capacity,  the
     "Agent"), and

     BANK OF AMERICA, N.A., as Documentation Agent (the "Documentation  Agent"),
     and

     FLEET NATIONAL BANK, as issuer of letters of credit (in such capacity,  the
     "Issuing Bank")

     in  consideration  of the mutual covenants herein contained and benefits to
     be derived herefrom.

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

     A.   Reference is made to the Amended and  Restated  Credit  Agreement  (as
          amended and in effect,  the "Credit  Agreement")  dated as of December
          13, 2000 by and among the Lead Borrower,  the Lenders,  the Agent, the
          Documentation Agent and the Issuing Bank.

     B.   The Lead Borrower is  contemporaneously  herewith (i) transferring and
          contributing  its assets located in the states of Michigan and Indiana
          to  Wickes  Lumber  L.P.,  subject  to the Liens in favor of the Agent
          under the Loan  Documents,  in  consideration  of the Lead  Borrower's
          receipt of the general partner's interest (entitling the Lead Borrower
          to a one percent economic interest) and a limited partnership interest
          (entitling  the Lead  Borrower  to a 98%  economic  interest)  in said
          Wickes Lumber L.P., and (ii) in a series of transactions, transferring
          its limited partnership interest and $1,000 in cash to Wickes Midwest,
          Inc. in  consideration of the issuance of 100% of the capital stock of
          said Wickes Midwest,  Inc. to the Lead Borrower.  Wickes Midwest, Inc.
          will contribute $1,000 in cash to Wickes Lumber, L.P. in consideration
          of the issuance of an  additional 1% limited  partnership  interest in
          Wickes Lumber, L.P. to Wickes Midwest, Inc.

     C.   Wickes  Lumber  L.P.  desires  to become a  borrower  under the Credit
          Agreement and to jointly and severally with the Lead Borrower,  assume

<PAGE>1

          all Obligations thereunder (whether now existing or hereafter arising)
          and will  appoint  the Lead  Borrower  as its  agent for  purposes  of
          requesting  Revolving  Loans under the Credit  Agreement and otherwise
          dealing with the Agent thereunder.

          Accordingly,  the Agent,  the Lenders,  the  Documentation  Agent, the
          Issuing  Bank,  the Lead  Borrower  and Wickes  Lumber  L.P.  agree as
          follows:

          1.   Definitions.  (a) Capitalized terms used herein and not otherwise
               -----------
               defined herein shall have the meanings  assigned to such terms in
               the Credit Agreement.

          2.   Amendments to Article 1 of the Credit  Agreement.  The provisions
               ------------------------------------------------
               of  Article 1 of the  Credit  Agreement  are  hereby  amended  as
               follows:

               a.   The  definition  of  "Borrower"  is  hereby  deleted  in its
                    entirety and the following substituted in its stead:

                    Borrower  shall  mean  individually  and  collectively,   as
                    --------
                    applicable, Wickes, Inc., a Delaware corporation, and Wickes
                    Lumber  L.P.,  a  Delaware   limited   partnership  and  any
                    permitted successor or assign of either of the foregoing.

               b.   The following new definitions are hereby added to Article 1:

                    Average:  The actual amount of outstanding  Revolving  Loans
                    -------
                    and  Letter  of  Credit   Obligations   for  the  period  of
                    measurement  divided by the actual number of days elapsed in
                    such period.

                    Bank Projections.  The management prepared projections dated
                    ----------------
                    August 7, 2001 of the  Borrower's  operations for the period
                    through  October 31, 2001, and any similar  projections  for
                    periods after October 31, 2001, which  projections  shall be
                    reasonably acceptable to the Majority Lenders.

                    Lead   Borrower   shall  mean   Wickes,   Inc.,  a  Delaware
                    ---------------
                    corporation.



                    Realty  Reserves  shall  mean an amount  equal to 20% of the
                    ----------------
                    Fair Market Value of any Eligible Real Estate, provided that
                    no Realty  Reserve  shall be  established  unless  there are
                    fewer than  twenty  properties  constituting  Eligible  Real
                    Estate.

               c.   The definition of "Consolidated Net Worth" is hereby deleted
                    in its entirety.

               3.   Amendment to Add New Article. The Credit Agreement is hereby
                    ----------------------------
                    amended to add the  following  new  Article  1A  immediately
                    following Article 1:

                ARTICLE 1A     DESIGNATION OF LEAD BORROWER AS BORROWERS' AGENT.
                ----------     -------------------------------------------------
<PAGE>2

                  1A.1 Appointment of Lead Borrower.
                  ----------------------------------

                    Each Borrower hereby irrevocably designates and appoints the
                    Lead Borrower as that  Borrower's  agent to obtain Loans and
                    Letters of Credit hereunder,  the proceeds of which shall be
                    available to each Borrower for those uses as those set forth
                    herein.  As the  disclosed  principal  for its  agent,  each
                    Borrower  shall be obligated to the Agent and each Lender on
                    account  of Loans so made and  Letters  of  Credit so issued
                    hereunder  as if  made  directly  by  the  Lenders  to  that
                    Borrower, notwithstanding the manner by which such Loans and
                    Letters of Credit are  recorded  on the books and records of
                    the Lead Borrower and of any Borrower.

                  1A.2 Assumption of Obligations.
                  -------------------------------

                    Each  Borrower   recognizes  that  credit  available  to  it
                    hereunder  is in  excess  of and on  better  terms  than  it
                    otherwise  could  obtain on and for its own account and that
                    one of the  reasons  therefor  is its  joining in the credit
                    facility  contemplated  herein  with  all  other  Borrowers.
                    Consequently,  each  Borrower  hereby  assumes and agrees to
                    discharge all  Obligations of all other  Borrowers as if the
                    Borrower so assuming were each other Borrower.

                  1A.3 Procedures for Obtaining Loans and Letters of Credit.
                  ----------------------------------------------------------

                    (a) The  Lead  Borrower  shall  act as a  conduit  for  each
                    Borrower (including itself, as a "Borrower") on whose behalf
                    the Lead  Borrower has  requested a Loan. In that regard and
                    without limiting,  the following references to "Borrower" in
                    the  Credit  Agreement  shall  mean and  refer to the  "Lead
                    Borrower":

                           (i)     Definition of Interest Period.
                           (ii)    Sections 2.2(a) and 2.2(b)(ii) with respect
                                    to Notices of Borrowing.
                           (iii)   Section 2.2(c)(i) with respect to
                                    instructions from the Borrower.
                           (iv)   Sections 2.2(d)(ii) and (iii).
                           (v)    Section 2.6(b).
                           (vi)   Section 2.9(b).
                           (vii)  Section 3.1 regarding requests for Letters of
                                  Credit.
                           (viii) Section 3.2.
                           (ix)   Section 3.4 regarding Letter of Credit
                                  Requests.
                           (x)    Section 4.4(f) with respect to instructions 3
                                  from the Borrower.
                           (xi)   Section 4.5 with respect to notices of
                                  prepayments and instructions from the Borrower

                           (xii)  Sections 5.7(a) and 5.7(b) with respect to
                                  Notices of Continuation and Notices of
                                  Conversion.
                           (xiii) Section 5.7(c).

                    (b) The  Lead  Borrower  shall  cause  the  transfer  of the
<PAGE>3

                    proceeds  of each Loan to the (those)  Borrower(s)  on whose
                    behalf  such Loan was  obtained.  Neither  the Agent nor any
                    Lender shall have any  obligation to see to the  application
                    of such  proceeds.

                    (c) If, for any  reason,  and at any time during the term of
                    this Agreement,

                         (i) any Borrower, including the Lead Borrower, as agent
                    for the  Borrowers,  shall be unable to, or prohibited  from
                    carrying out the terms and  conditions of this Agreement (as
                    determined  by the Agent in the  Agent's  sole and  absolute
                    discretion); or

                         (ii) the Agent  deems it  inexpedient  (in the  Agent's
                    sole and absolute  discretion) to continue  making Loans and
                    cause  Letters of Credit to be issued to or for the  account
                    of any  particular  Borrower,  or to channel  such Loans and
                    Letters of Credit through the Lead Borrower,

               then the  Lenders  shall  make Loans  directly  to, and cause the
               issuance of Letters of Credit directly for the account of such of
               the  Borrowers as the Agent  determines  to be  expedient,  which
               Loans shall be made and  Letters of Credit may be issued  without
               regard to the procedures otherwise included herein.

               (d)  In  the  event  that  the  Agent  determines  to  forgo  the
               procedures included herein pursuant to which Loans and Letters of
               Credit are to be channeled  through the Lead  Borrower,  then the
               Agent may  designate  one or more of the Borrowers to fulfill the
               financial  and other  reporting  requirements  otherwise  imposed
               herein upon the Lead Borrower.

               (e) Each of the  Borrowers  shall remain  liable to the Agent and
               the Lenders for the payment and  performance  of all  Obligations
               (which  payment and  performance  shall continue to be secured by
               all Collateral granted by each of the Borrowers)  notwithstanding
               any  determination  by the Agent to cease making Loans or causing
               Letters  of  Credit to be  issued  to or for the  benefit  of any
               Borrower.

               1A.4 Continuation of Authority.
               -------------------------------

               The  authority of the Lead  Borrower to request Loans and Letters
               of  Credit  on  behalf  of,  and to bind,  the  Borrowers,  shall
               continue  unless and until the Agent acts as  provided in Section
               1A.3, above, or the Agent actually receives

                    (a)  written   notice  of:  (i)  the   termination  of  such
                    authority,   and  (ii)  the  subsequent   appointment  of  a
                    successor  Lead  Borrower,  which  notice  is  signed by the
                    respective  Presidents  of each  Borrower  (other  than  the
                    President of the Lead Borrower being replaced) then eligible
                    for borrowing under this Agreement; and

                    (b) written  notice from such  successive  Lead Borrower (i)
                    accepting such  appointment;  (ii)  acknowledging  that such
                    removal and  appointment has been effected by the respective
                    Presidents of such  Borrowers  eligible for borrowing  under
                    this Agreement;  and (iii) acknowledging that from and after
                    the  date of such  appointment,  the  newly  appointed  Lead
                    Borrower  shall be bound by the  terms  hereof,  and that as
                    used herein, the term "Lead Borrower" shall mean and include
                    the newly appointed Lead Borrower.

     4.   Amendments  to  Article 2. The  provisions  of Article 2 of the Credit
          -------------------------
          Agreement are hereby amended as follows:

          a.   The provisions of Section 2.1 of the Credit  Agreement are hereby
               amended by adding the following new provision  immediately before
               the final paragraph thereof:

               Notwithstanding  anything to the contrary herein contained,  from
               and after  August 13,  2001,  the Average  outstanding  Revolving
               Loans and Letter of Credit  Obligations during any calendar month
               shall  not  exceed  115% of the  amounts  projected  on the  Bank
               Projections.

          b.   The  provisions  of Section  2.2(d) of the Credit  Agreement  are
               hereby  amended by deleting the words "3:00 p.m.  Boston time" in
               the fourth  line  thereof and  substituting  the words "2:00 p.m.
               Boston time" in their stead.

          5.   Amendments  to Article 3. The  provisions  of Section  3.1 of the
               ------------------------
               Credit  Agreement are hereby  amended by adding the following new
               provision immediately at the end of subparagraph (a) thereof:

                    Notwithstanding  anything to the contrary herein  contained,
                    from and after  August 13,  2001,  the  Average  outstanding
                    Revolving Loans and Letter of Credit  Obligations during any
                    calendar   month  shall  not  exceed  115%  of  the  amounts
                    projected on the Bank Projections;

          6.   Amendments  to  Article  4. The  provisions  of  Article 4 of the
               --------------------------
               Credit Agreement are hereby amended as follows:

          a.   The  provisions  of Section  4.4(b) of the Credit  Agreement  are
               hereby deleted in their entirety
                  and the following substituted in their stead:

                  (b) If the Borrower or any of its Subsidiaries receives after
                  the Initial Closing Date any proceeds from any Asset Sale
                  (other than as set forth in Section 9.6(i), (ii), and (iii)
                  hereof), the Borrower shall pay to the Agent, as and when
                  received by the Borrower or such Subsidiary and as a mandatory
<PAGE>5

               prepayment a sum equal to (i) one hundred  percent  (100%) of the
               Net Cash Proceeds thereof if the property which is the subject of
               the Asset Sale does not consist of Eligible Real Estate, and (ii)
               the lesser of (A) the Net Cash Proceeds from any Asset Sale which
               consists of Eligible  Real Estate or (B) eighty  percent (80%) of
               the Fair Market  Value of any  Eligible  Real Estate which is the
               subject  of an  Asset  Sale  (with  the  balance  of the Net Cash
               Proceeds to be applied in reduction of the outstanding  Revolving
               Loans).  The  mandatory  prepayment  contained in this clause (b)
               shall not  constitute  a consent by the Lenders to any Asset Sale
               otherwise prohibited by this Agreement.

          b.   The  provisions  of Section  4.4(e) of the Credit  Agreement  are
               hereby deleted in their entirety and the following substituted in
               their stead:

                  The outstanding principal balance of the Term Loans shall at
                  no time exceed (i) sixty per cent (60%) of the Fair Market
                  Value of Eligible Real Estate, less (ii) Realty Reserves. If
                  the principal balance of the Term Loans exceeds such
                  percentage, the Borrower, within three (3) days after notice
                  from the Agent, shall repay the Term Loans in such amount as
                  may be necessary so that such percentage is not exceeded.


          7.   Amendments to Article 5. The provisions of Section  5.7(c)(vi) of
               -----------------------
               the Credit Agreement are hereby deleted in their entirety and the
               following substituted in their stead:

                    (vi)  There  shall not be  outstanding  at any one time more
                    than an aggregate of eight (8) Revolving  Loans or three (3)
                    Term Loans which consist of Eurodollar Rate Loans.

          8.   Amendments  to  Article  7. The  provisions  of  Article 7 of the
               --------------------------
               Credit Agreement are hereby amended as follows:

          a.   The  provisions  of Section 7.1 (i) are hereby  amended by adding
               (i)  the  words   "or   limited   partnership"   after  the  word
               "corporation",  and (ii) the words "or  organization"  at the end
               thereof.

          b.   The  provisions  of Section 7.2 are hereby  amended by adding the
               words "or partnership"  after the word  "corporate"  whether same
               appears.

          9.   Amendments  to  Article  8. The  provisions  of  Article 8 of the
               --------------------------
               Credit Agreement are hereby amended as follows:

          a.   The provisions of Section 8.4 of the Credit  Agreement are hereby
               amended by adding the words "or  limited  partnership"  after the
               word "corporate" in clause (i) thereof.
<PAGE>6

          b.   The  provisions  of Section  8.14(a) of the Credit  Agreement are
               hereby  amended  by  deleting  the words "one time" in clause (y)
               thereof and substituting the words "three times" in their stead.

          10.  Amendments  to  Article  9. The  provisions  of  Article 9 of the
               --------------------------
               Credit Agreement are hereby amended as follows:

          a    The  provisions  of  Section  9.2 are  hereby  deleted  in  their
               entirety.

          b.   The  provisions  of Section 9.4 are hereby  amended by adding the
               following new clauses:

               (g)  Indebtedness  owing  to  the  Lead  Borrower  by  any  other
                    Borrower.

               (h)  Subordinated  Indebtedness from Wickes Lumber, L.P. owing to
                    Wickes Midwest,  Inc. in the principal  amount not to exceed
                    $55,000,000.

          c.   The  provisions  of Section 9.6 are hereby  amended by adding the
               following new clauses at the end thereof:

               (v) transfers by the Lead Borrower to Wickes Midwest, Inc. and/or
               Wickes Lumber L.P. in connection with the initial  capitalization
               of such Persons, and (vi) transfers by and between the Borrowers.

          d.   The  provisions  of Section 9.9 are hereby  amended by adding the
               following new provision at the end thereof:

               Notwithstanding  anything to the contrary herein  contained,  the
               Borrower shall not make any payments,  prepayments,  redemptions,
               or  distributions  under  this  Section  9.9  (even if  otherwise
               permitted by the terms hereof) until after August 31, 2002.

          e.   The  provisions of Section 9.10 are hereby  amended by adding the
               following new clauses:

               (i)  Investments by the Lead Borrower in any other Borrower.

               (j)  Existing Investments by the Lead Borrower in Wickes Midwest,
                    Inc.

               (k)  Investments  for the  purchase  of  certain  Real  Estate in
                    Kenvil, New Jersey,  which acquisition shall be on terms and
                    conditions reasonably acceptable to the Administrative Agent
                    and  immediately  upon which  acquisition the Borrower shall
                    grant the  Administrative  Agent a mortgage on such property
                    to secure the Obligations.
<PAGE>7

          f.   The  provisions  of  Article 9 are  hereby  amended by adding the
               following new section thereto:

               9.20   Additional   Availability   Block.   Notwithstanding   the
               ----------------------------------------
               provisions of Section 9.1 hereof,  until the Administrative Agent
               otherwise   agrees,   the  Borrower   shall  not  permit   Unused
               Availability (as reflected in the Borrowing Base Certificate most
               recently  delivered from time to time  hereunder) to be less than
               $25,000,000  at  any  time  that  the  most  recently   delivered
               quarterly  Financial  Statements show the Interest Coverage Ratio
               was  greater  than  or  equal  to  1.25  to  1.00  for  the  four
               consecutive  fiscal  quarters ended on the date of such Financial
               Statements.

          7.   Amendments to Article 12.  Article 12 of the Credit  Agreement is
               ------------------------
               hereby amended by adding the following new section:

               12.19 Additional Waivers.
               -------------------------

               (a) The Obligations are the joint and several obligations of each
               Borrower.  To the fullest extent permitted by applicable law, the
               obligations of each Borrower  hereunder  shall not be affected by
               (i) the failure of any Agent or any Lender to assert any claim or
               demand or to enforce or exercise any right or remedy  against any
               other Borrower under the provisions of this Agreement,  any other
               Credit  Document  or  otherwise,  (ii)  any  rescission,  waiver,
               amendment  or  modification  of, or any  release  from any of the
               terms  or  provisions  of,  this  Agreement,   any  other  Credit
               Document,  or any other agreement,  including with respect to any
               other Borrower of the Obligations under this Agreement,  or (iii)
               the failure to perfect any  security  interest in, or the release
               of, any of the security  held by or on behalf of the Agent or any
               other Lender.

               (b) The  obligations  of each  Borrower  hereunder  shall  not be
               subject to any reduction,  limitation,  impairment or termination
               for any reason  (other than the  indefeasible  payment in full in
               cash of the Obligations), including any claim of waiver, release,
               surrender,  alteration or  compromise of any of the  Obligations,
               and shall not be subject to any defense or set-off, counterclaim,
               recoupment or termination whatsoever by reason of the invalidity,
               illegality or  unenforceability  of the Obligations or otherwise.
               Without limiting the generality of the foregoing, the obligations
               of each Borrower hereunder shall not be discharged or impaired or
               otherwise  affected  by the  failure  of the  Agent or any  other
               Lender to assert  any claim or demand or to  enforce  any  remedy
               under this  Agreement,  any other  Credit  Document  or any other
               agreement,  by any waiver or modification of any provision of any
               thereof,  by any default,  failure or delay, wilful or otherwise,
               in the  performance  of the  Obligations,  or by any other act or
               omission  that may or might in any manner or to any  extent  vary
               the risk of any  Borrower  or that would  otherwise  operate as a
               discharge  of any  Borrower  as a matter of law or equity  (other
               than  the  indefeasible  payment  in  full  in  cash  of all  the
               Obligations).
<PAGE>8

               (c) To the fullest  extent  permitted  by  applicable  law,  each
               Borrower  waives  any  defense  based  on or  arising  out of any
               defense  of any other  Borrower  or the  unenforceability  of the
               Obligations or any part thereof from any cause,  or the cessation
               from any cause of the liability of any other Borrower, other than
               the indefeasible  payment in full in cash of all the Obligations.
               The Agent and the other Lenders may, at their election, foreclose
               on any  security  held  by one or  more  of  them  by one or more
               judicial or nonjudicial  sales,  accept an assignment of any such
               security in lieu of foreclosure, compromise or adjust any part of
               the  Obligations,  make any  other  accommodation  with any other
               Borrower, or exercise any other right or remedy available to them
               against any other Borrower, without affecting or impairing in any
               way the liability of any Borrower  hereunder except to the extent
               that all the Obligations have been  indefeasibly  paid in full in
               cash.  Pursuant  to  applicable  law,  each  Borrower  waives any
               defense  arising  out of  any  such  election  even  though  such
               election  operates,  pursuant to applicable  law, to impair or to
               extinguish  any right of  reimbursement  or  subrogation or other
               right or remedy of such Borrower  against any other Borrower,  as
               the case may be, or any security.

               (d) Upon payment by any Borrower of any  Obligations,  all rights
               of such Borrower  against any other Borrower  arising as a result
               thereof   by  way  of   right   of   subrogation,   contribution,
               reimbursement,  indemnity or  otherwise  shall in all respects be
               subordinate   and  junior  in  right  of  payment  to  the  prior
               indefeasible  payment in full in cash of all the Obligations.  In
               addition,  any indebtedness of any Borrower now or hereafter held
               by any other Borrower is hereby  subordinated in right of payment
               to the  prior  payment  in full of the  Obligations.  None of the
               Borrowers will demand,  sue for, or otherwise  attempt to collect
               any such indebtedness. If any amount shall erroneously be paid to
               any  Borrower on account of (a) such  subrogation,  contribution,
               reimbursement,  indemnity  or  similar  right  or  (b)  any  such
               indebtedness of any Borrower,  such amount shall be held in trust
               for the benefit of the Lenders and shall forthwith be paid to the
               Agent to be  credited  against  the  payment of the  Obligations,
               whether matured or unmatured, in accordance with the terms of the
               Credit Documents.

          8.   Amendments  to Schedules.  Schedule B to the Credit  Agreement is
               ------------------------
               hereby  amended by adding  Wickes  Midwest,  Inc.  to Section 7.7
               thereof.

          9.   Assumption of Obligations. Wickes Lumber L.P.. hereby assumes and
               -------------------------
               agrees to pay and perform all Obligations as a Borrower under the
               Credit Agreement and the other Credit Documents.

          10.  Conditions  Precedent  to  Effectiveness.  This Second  Amendment
               ----------------------------------------
               shall not be  effective  until each of the  following  conditions
               precedent have been fulfilled to the satisfaction of the Agent:
<PAGE>9

          a.   This Second Amendment shall have been duly executed and delivered
               by the respective  parties hereto and, shall be in full force and
               effect  and shall be in form and  substance  satisfactory  to the
               Agent and the Lenders.

          b.   All action on the part of the  Borrowers  necessary for the valid
               execution,  delivery  and  performance  by the  Borrowers of this
               Second  Amendment shall have been duly and effectively  taken and
               evidence  thereof  satisfactory  to the  Agent  shall  have  been
               provided to the Agent.

          c.   The Agent,  on behalf of the Lenders,  shall have  received  duly
               executed originals of each of the agreements,  opinions, reports,
               approvals,  consents,  certificates and other documents set forth
               on Rider A hereto.

          d.   Except for (i) the filing of Uniform  Commercial  Code  financing
               statements and  recordation of amendments to the Mortgages,  (ii)
               consents or  authorizations  which have been  obtained or filings
               which have been made,  and which in either case are in full force
               and effect or (iii)  consents  or  authorizations  the failure to
               obtain or filings  the  failure to make could not  reasonably  be
               expected  to  have a  Material  Adverse  Effect,  no  consent  or
               authorization  of, permit from, filing with or other act by or in
               respect of, any Governmental  Authority or any other Person shall
               be  required in  connection  with the  transactions  contemplated
               hereunder,  the  grant  of  the  Liens  pursuant  to  the  Credit
               Documents,  or the  continuing  operations of the  Borrower,  the
               enforcement  of the  Agent's  or the  Lenders'  rights  under the
               Credit Documents, or with the execution,  delivery,  performance,
               validity or  enforceability  of the Credit  Agreement,  the other
               Credit Documents,  the Indenture or any other documents  executed
               in connection herewith or therewith.

          e.   The Collateral Documents shall be effective to create in favor of
               the  Agent  for the  benefit  of the  Lenders  legal,  valid  and
               enforceable  first (except for Liens  permitted under Section 9.5
               of the Credit  Agreement  which are  entitled to  priority  under
               applicable   law)   security  and   mortgage   interests  in  the
               Collateral.  All filings,  recordings,  deliveries of instruments
               and other  actions  necessary  or desirable in the opinion of the
               Agent  to  protect  and  preserve   such  security  and  mortgage
               interests  shall have been duly  effected.  The Agent  shall have
               received  evidence thereof in form and substance  satisfactory to
               the Agent.

          f.   The Borrower  shall have paid to the Agent (i) an amendment  fee,
               for the pro rata account of the Lenders based on their respective
               Commitment Percentages, in an amount equal to 0.075% of the total
               Commitments,  and (ii) an  execution  fee, for the account of the
               Lenders  executing  this  Second  Amendment  on or  prior  to the
               effective date hereof,  in an amount equal to 0.125% of each such
               Lender's Commitment. The amendment fee and execution fee shall be
               fully earned upon the  effectiveness of this Second Amendment and
               shall not be subject to refund or rebate under any circumstances.
<PAGE>10

          g.   The Borrower shall have provided such additional  instruments and
               documents to the Agent as the Agent and Agent's  counsel may have
               reasonably requested.

          11.  Miscellaneous.
               -------------

          a.   This Second Amendment may be executed in several counterparts and
               by each  party on a separate  counterpart,  each of which when so
               executed and  delivered  shall be an  original,  and all of which
               together shall constitute one instrument.

          b.   This Second Amendment  expresses the entire  understanding of the
               parties with respect to the transactions  contemplated hereby. No
               prior  negotiations  or  discussions  shall  limit,   modify,  or
               otherwise affect the provisions hereof.

          d.   Any determination  that any provision of this Second Amendment or
               any application  hereof is invalid,  illegal or  unenforceable in
               any respect and in any  instance  shall not effect the  validity,
               legality,  or  enforceability  of  such  provision  in any  other
               instance,  or the  validity,  legality or  enforceability  of any
               other provisions of this Second Amendment.

          e.   The  Borrower  shall pay on demand all costs and  expenses of the
               Agent, including, without limitation,  reasonable attorneys' fees
               in connection with the  preparation,  negotiation,  execution and
               delivery of this Second Amendment.

          f.   The  Borrower  warrants  and  represents  that the  Borrower  has
               consulted  with  independent  legal  counsel  of  the  Borrower's
               selection in  connection  with this Second  Amendment  and is not
               relying on any  representations or warranties of the Agent or its
               counsel in entering into this Second Amendment.

          IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this  Second
     Amendment as of the day and year first above written.

                                  WICKES, INC.


                              by____________________________________
                              Name:
                              Title:
                              Address:


                              WICKES LUMBER L.P.
                              By its General Partner
                              Wickes, Inc.
<PAGE>11

                              by____________________________________
                              Name:
                              Title:
                              Address:


                              FLEET RETAIL FINANCE INC., as Agent and Lender,


                              by____________________________________
                              Name:
                              Title:

                              FOOTHILL CAPITAL CORPORATION


                              by____________________________________
                              Name:
                              Title:

                              BANK OF AMERICA, N.A.


                              by____________________________________
                              Name:
                              Title:

                              LASALLE BANK NATIONAL ASSOCIATION


                              by____________________________________
                              Name:
                              Title:

                              THE CIT GROUP/BUSINESS CREDIT, INC.


                              by____________________________________
                              Name:
                              Title:
<PAGE>12

                              CONGRESS FINANCIAL CORPORATION (CENTRAL)


                              by____________________________________
                              Name:
                              Title:


                             AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO


                              by____________________________________
                              Name:
                              Title:

                              HELLER FINANCIAL, INC.


                              by____________________________________
                              Name:
                              Title:

                              COMERICA BANK


                              by____________________________________
                              Name:
                              Title:

                              debis FINANCIAL SERVICES, INC.


                              by____________________________________
                              Name:
                              Title:

                              THE PROVIDENT BANK


                              by____________________________________
                              Name:
<PAGE>13

                              Title:
636157.8