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                                                                 Exhibit 10.23.4

                               FOURTH AMENDMENT TO
                                CREDIT AGREEMENT


         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is entered
into as of October 21, 1999 among The Maxim Group, Inc., a Delaware corporation
(the "Borrower"), the Domestic Subsidiaries of the Borrower, as Guarantors, Bank
of America, N.A. (formerly NationsBank, N.A.), as Administrative Agent (in such
capacity, the "Administrative Agent") and the Lenders party thereto. Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings given to them in the Credit Agreement.

                                    RECITALS

         WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the
Lenders are parties to that certain Amended and Restated Credit Agreement dated
as of May 18, 1999 (as amended by that certain First Amendment to Credit
Agreement and Forbearance dated as of July 23, 1999 (the "First Amendment"),
that certain Second Amendment to Credit Agreement, Forbearance and Waiver dated
as of September 7, 1999 (the "Second Amendment") and that certain Third
Amendment to Credit Agreement and Forbearance dated as of October 11, 1999 (the
"Third Amendment") and as further amended, modified, supplemented, extended or
restated from time to time, the "Credit Agreement");

         WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders agree to, and the Administrative Agent and the Lenders are, upon and
subject to the terms and conditions specified in this Agreement, willing to
increase the amount currently available under the Credit Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1. REAFFIRMATION OF EXISTING DEBT. The Credit Parties acknowledge and
confirm that (a) the Borrower's obligation to repay the outstanding principal
amount of the Loans and reimburse the Issuing Lender for any drawing on a Letter
of Credit is unconditional and not subject to any offsets, defenses or
counterclaims, (b) the Administrative Agent, on behalf of the Lenders, has a
valid and enforceable first priority perfected security interest in the
Collateral, (c) the Administrative Agent and the Lenders have performed fully
all of their respective obligations under the Credit Agreement and the other
Credit Documents, and (d) by entering into this Agreement, the Administrative
Agent and the Lenders do not waive or release any term or condition of the
Credit Agreement or any of the other Credit Documents or any of their rights or
remedies under such Credit Documents or applicable law or any of the obligations
of any Credit Party thereunder.

         2. REVOLVING LOAN COMMITMENT. Section 2.1(a) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:


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                  (a) REVOLVING LOAN COMMITMENT. Subject to the terms and
         conditions set forth herein, each Lender severally agrees to make
         revolving loans (each a "REVOLVING LOAN" and collectively the
         "REVOLVING LOANS") to the Borrower, in Dollars, at any time and from
         time to time, during the period from and including the Effective Date
         to but not including the Maturity Date (or such earlier date if the
         Revolving Committed Amount has been terminated as provided herein);
         PROVIDED, HOWEVER, that (i) the sum of the aggregate amount of
         Revolving Loans outstanding plus the aggregate amount of LOC
         Obligations outstanding plus the aggregate amount of Synthetic Lease
         Obligations outstanding shall not exceed the lesser of (x) the
         Revolving Committed Amount, (y) the Borrowing Base Assets and (z)
         $37,500,000 and (ii) with respect to each individual Lender, the
         Lender's pro rata share of outstanding Revolving Loans plus such
         Lender's pro rata share of outstanding LOC Obligations plus such
         Lender's pro rata share of the aggregate amount of the outstanding
         Synthetic Lease Obligations shall not exceed such Lender's Revolving
         Loan Commitment Percentage of the Revolving Committed Amount. Subject
         to the terms of this Credit Agreement (including Section 3.3), the
         Borrower may borrow, repay and reborrow Revolving Loans.

         3. RELEASE. The Credit Parties hereby release the Administrative Agent,
the Lenders, and the Administrative Agent's and the Lenders' respective
officers, employees, representatives, agents, counsel and directors from any and
all actions, causes of action, claims, demands, damages and liabilities of
whatever kind or nature, in law or in equity, now known or unknown, suspected or
unsuspected to the extent that any of the foregoing arises from any action or
failure to act on or prior to the date hereof.

         4. CONDITIONS PRECEDENT. The effectiveness of this Agreement is subject
to the satisfaction of each of the following conditions:

                  (a) The Administrative Agent shall have received original
         counterparts of this Agreement duly executed by the Credit Parties, the
         Administrative Agent and the Lenders.

                  (b) The Borrower shall have delivered to the Administrative
         Agent an opinion of counsel to the Credit Parties in form and substance
         satisfactory to the Administrative Agent as to the due authorization,
         execution, delivery and enforceability of this Agreement.

                  (c) The Administrative Agent shall have received original
         counterparts of (i) an assignment of cash collateral account in form
         and substance satisfactory to the Administrative Agent and (ii) an
         amendment to assignment of money market fund in form and substance
         satisfactory to the Administrative Agent, each duly executed by the
         Borrower and Bank of America, N.A., as agent for the Lenders and the
         TROL Lenders, and (iii) an account control agreement in form and
         substance satisfactory to the Administrative Agent, duly executed by
         the Borrower, Bank of America, N.A., as agent for the Lenders and the
         TROL Lenders, and Nations Institutional Reserves.


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                  (d) The Administrative Agent shall have received such other
         documents and information as it deems reasonably necessary.

         5.       MISCELLANEOUS.

                  (a) The term "Credit Agreement" as used in each of the Credit
         Documents shall hereafter mean the Credit Agreement as amended by this
         Agreement. Except as herein specifically agreed, the Credit Agreement,
         and the obligations of the Credit Parties thereunder and under the
         other Credit Documents, are hereby ratified and confirmed and shall
         remain in full force and effect according to their terms.

                  (b) The Credit Parties hereby represent and warrant as
         follows:

                           (i) Each Credit Party has taken all necessary action
         to authorize the execution, delivery and performance of this Agreement.

                           (ii) This Agreement has been duly executed and
         delivered by each Credit Party and constitutes each such Credit Party's
         legal, valid and binding obligations, enforceable in accordance with
         its terms, except as such enforceability may be subject to (i)
         bankruptcy, insolvency, reorganization, fraudulent conveyance or
         transfer, moratorium or similar laws affecting creditors' rights
         generally and (ii) general principles of equity (regardless of whether
         such enforceability is considered in a proceeding at law or in equity).

                           (iii) No consent, approval, authorization or order
         of, or filing, registration or qualification with, any court or
         governmental authority or third party is required in connection with
         the execution, delivery or performance by any Credit Party of this
         Agreement.

                  (c) The Credit Parties hereby represent and warrant to the
         Lenders that (i) the representations and warranties of the Credit
         Parties set forth in Section 6 of the Credit Agreement are true and
         correct as of the date hereof and (ii) no unwaived event has occurred
         and is continuing which constitutes a Default or an Event of Default.

                  (d) The Guarantors (i) acknowledge and consent to all of the
         terms and conditions of this Agreement, (ii) affirm all of their
         obligations under the Credit Documents and (iii) agree that this
         Agreement and all documents executed in connection herewith do not
         operate to reduce or discharge the Guarantors' obligations under the
         Credit Agreement or the other Credit Documents.

                  (e) This Agreement may be executed in any number of
         counterparts, each of which when so executed and delivered shall be an
         original, but all of which shall constitute one and the same
         instrument. Delivery of an executed counterpart of this Agreement by
         telecopy shall be effective as an original and shall constitute a


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         representation that an executed original shall be delivered.

                  (f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.


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                                      MAXIM FOURTH AMENDMENT

         Each of the parties hereto has caused a counterpart of this Agreement
to be duly executed and delivered as of the date first above written.

BORROWER:                           THE MAXIM GROUP, INC., a Delaware
                                    corporation

                                    By:   /s/ Thomas P. Leahey
                                    Name:  Thomas P. Leahey
                                    Title:  EVP Finance


GUARANTORS:                         CARPETMAX, L.P., a Georgia limited
                                    partnership

                                    By:  The Maxim Group, Inc. as its sole
                                    general partner


                                    By:    /s/ Thomas P. Leahey
                                    Name: Thomas P. Leahey
                                    Title:  EVP Finance

                              [SIGNATURES CONTINUE]




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                                    BAILEY & ROBERTS CARPETMAX OF
                                    TENNESSEE, INC., a Tennessee corporation
                                    C & S TEXTILES, INC., an Idaho corporation
                                    CARPETMAX OF UTAH, INC., a Utah corporation
                                    CARPETMAX RETAIL STORES, INC., a Delaware
                                    corporation
                                    CARPETSPLUS OF AMERICA, INC., a Georgia
                                    corporation
                                    GCO, INC., a Nevada corporation
                                    GCO CARPET OUTLET, INC., an Alabama
                                    corporation
                                    INVESTOR MANAGEMENT, INC., an Alabama
                                    corporation
                                    MAXIM EQUIPMENT LEASING COMPANY, INC., a
                                    Georgia corporation
                                    MAXIM RETAIL GROUP, INC., a Georgia
                                    corporation
                                    MAXIM RETAIL STORES, INC., a Georgia
                                    corporation
                                    TRI-R OF ORLANDO, INC., a Georgia
                                    corporation
                                    COLORADO CARPET & RUGS, INC., a Colorado
                                    corporation
                                    MANASOTA CARPET, INC., a Florida corporation
                                    WADSWORTH & OWENS DECORATING CENTER, INC., a
                                    Florida corporation

                                    By:   /s/ Thomas P. Leahey
                                    Name:  Thomas P. Leahey
                                    Title:              of each of the foregoing
                                    Guarantors


                                    BANK OF AMERICA, N.A., individually
                                    in its capacity as a Lender, in its
                                    capacity as Administrative Agent and
                                    in its capacity as Issuing Lender

                                    By:    /s/ David H. Dinkins
                                    Name:  David H. Dinkins
                                    Title:  Vice President