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                                  EXHIBIT 10.6
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                             RETIREMENT ARRANGEMENT
 
                                      FOR
 
                             DESIGNATED EMPLOYEE OF
 
                             G.H. WOOD + WYANT INC.
 
MARCH 1996
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G.H. Wood + Wyant Inc.
1475 32nd Avenue
Lachine, Quebec
J6X 3K1
 
                             RETIREMENT ARRANGEMENT
                       AGREEMENT MADE AS AT JUNE 27, 1994
 
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<S>                                                  <C>
BETWEEN:                                             AND:
G.H. Wood + Wyant Inc.,                              Donald MacMartin
a corporation incorporated, having an                Chief Operating Officer of G.H. Wood +
office                                               Wyant Inc. of the City of Lachine, in the
in the City of Lachine, in the Province              Province of Quebec.
of Quebec.
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WHEREAS COO is employed by G.H. Wood + Wyant Inc., in an executive capacity and
is performing his duties capably and efficiently; and
 
WHEREAS in consideration of the foregoing, G.H. Wood + Wyant agrees to provide
on retirement a Supplementary Retirement Benefit in the manner and upon terms
and conditions hereinafter described.
 
1.   DEFINITIONS
 
     The following words and phrases, when used in this document, shall have the
     meanings set forth below, unless the context clearly indicates otherwise.
 
     1.1   "Actuarial Equivalent" means a benefit of equal value computed using
           the same actuarial assumptions and methods as those adopted by the
           Company for the Pension Plan at the time of computation of the
           benefit.
 
     1.2   "Beneficiary" means the person or persons legally designated by the
           Member to receive any benefits payable under the Plan as a result of
           the death of the Member, or, where by reason of an option elected by
           the Member under Section 5.2 the person or persons entitled to
           receive benefits as a result of the death of such contingent
           annuitant. If at the time when any payment is to be made to a
           Designated Beneficiary there is no Designated Beneficiary living,
           Designated Beneficiary shall mean the estate of the Member.
 
     1.3   "Company" means G.H. Wood + Wyant Inc. or successor companies.
 
     1.4   "Continuous Service" means service with the Company since the
           Member's last date of hire. The following interruptions in employment
           do not constitute a break in service:
 
           (i)   paid vacation;
 
           (ii)  paid sick leave;
 
           (iii) periods during which the Member is eligible to receive benefits
                 under the Company's L.T.D. plan;
 
           (iv)  paid leaves of absence; and
 
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           (v)   unpaid leaves of absence of up to one year, with company
                 consent.
 
     1.5   "Credited Service" means a Member's period of service credited to him
           in the Pension Plan or such other period as specified by the Company.
 
     1.6   "Earnings" means all salary, wages, bonuses, vacation pay, honoraria,
           commissions, taxable allowances, the value of taxable benefits but
           excluding stock option benefits and including any other payments of
           service received as an officer or Employee of the Company and
           reported on the individual's T4 slip.
 
     1.7   "Employee" means an individual employed by the Company on a permanent
           basis.
 
     1.8   "Member" means an Employee who has been so designated by the Company
           for the purposes of the Plan.
 
     1.9   "Pension Plan" means the registered pension plan of the Company under
           which the Member has an entitlement, namely the G.H. Wood + Wyant
           Inc. defined benefit pension plan. It shall also include any other
           registered pension plan which may, in the future, replace in part of
           in whole, or supplement, said Pension Plan.
 
     1.10  "Plan" means the Retirement Arrangement for Donald MacMartin, COO of
           G.H. Wood + Wyant Inc. as set out herein and as amended from time to
           time.
 
     1.11  "Spouse" means the spouse of the Member as defined in the Pension
           Plan.
 
Words importing the masculine include the feminine and words importing the
singular include the plural, or vise versa, as the context requires.
 
2.   MEMBERSHIP
 
     2.1   Donald MacMartin shall become Member of the Plan as at June 27, 1994.
 
3.   RETIREMENT DATES
 
     3.1   The Normal Retirement Date of the Member shall be the first day of
           the month coincident with or immediately following his 65th birthday.
 
     3.2   The Member may elect to retire early on the first day of the month
           coincident with or on the first day of any month following the date
           has attained age 55. Such date shall be his Early Retirement Date.
 
     3.3   A member who remains in the service of the Company may postpone his
           retirement to the first day of any month no later than 5 years beyond
           his Normal Retirement Date.
 
4.   CONTRIBUTIONS
 
     4.1   COO shall make no contribution under this Agreement.
 
     4.2   G.H. Wood + Wyant Inc. shall not be required to make any
           contributions to any fund under this Agreement.
 
     4.3   G.H. Wood + Wyant Inc. shall be required to provide the benefits
           described hereunder as and when they become due; G.H. Wood + Wyant
           shall have the option to set up a fund and make contributions to such
           fund in order to guarantee the payment of the benefits to be provided
           hereunder. If a fund is set up, the Member shall have no right to
           such fund except to receive therefrom any benefits hereunder as and
           when they become due.
 
5.   RETIREMENT BENEFITS
 
     5.1   If the member retires on or after his Normal Retirement Date in
           accordance with Sections 3.1 or 3.3, he shall be entitled to an
           annual pension commencing on his Normal Retirement Date in an

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           amount equal to 2%, or such other percentage specified by the
           Company, of his best annual earnings received multiplied by his
           Credited Service, less the amount payable from the Pension Plan. In
           addition, the member shall be entitled to such other pension amount
           as specified by the Company.
 
           For the purposes of this section, the Actuarial Equivalent of any
           benefits payable under the Pension Plan shall be determined in the
           form of a pension payable in accordance with Section 5.1.
 
     5.2   A Member who retires early in accordance with Section 3.2, may elect
           to receive an annual pension commencing on his actual retirement date
           equal to the Actuarial Equivalent of the pension determined with
           Section 5.1.
 
6.   FORMS OF RETIREMENT BENEFIT
 
     6.1   The pension payable by the Plan from the Member's date of retirement
           shall normally be paid monthly for the Member's lifetime, but in no
           event for less than 120 months. Furthermore, after the Member's
           death, or at the expiration of the 10-year if later, 60% of the
           amount of the Member's pension shall continue to be paid to his
           surviving Spouse, for her lifetime. Spousal status is established as
           of the day payment of the pension begins.
 
           Notwithstanding the above, a Member who, upon retirement, has a
           Spouse who is more than ten (10) years younger than him shall receive
           a pension, the amount of which shall be the Actuarial Equivalent of
           the pension he would have received had his Spouse been ten (10) years
           younger than him.
 
     6.2   The Member shall be entitled to elect an optional form of payment
           provided his pension under the Pension Plan is payable in such form.
           The amount of any optional form shall be the Actuarial Equivalent of
           the pension payable in accordance with Section 5.1. Such election
           shall be made in writhing by the Member at least 30 days prior to his
           date of retirement.
 
7.   DISABILITY
 
     7.1   The Member shall be deemed to be disabled from the date he is
           eligible to receive benefits under the Company's Long Term Disability
           Plan and he shall be deemed to cease to be disabled when he is no
           longer eligible to receive benefits under such plan or, if earlier,
           when he reaches his Normal Retirement Date.
 
     7.2   No benefits shall be payable to the Member under the Plan while he is
           disabled but he shall continue to accrue Credited Service as long as
           he is so disabled. The Benefits, if any, of the member who is
           disabled shall be determined after he ceases to be disabled in
           accordance with the retirement, death, or termination of service
           provisions whichever may first apply. Furthermore, in the event the
           Member, who ceases to be disabled, returns to work, he shall continue
           to accrue benefits as provided by the Plan.
 
     7.3   For any period while he is disabled, the Earnings of the Member will
           be deemed to be at the rate of basic salary in effect on the date
           immediately preceding such period.
 
8.   DEATH
 
     8.1   In the event of the death of the Member before the commencement of
           his pension payments and prior to his Normal Retirement Date, a lump
           sum benefit in an amount equal to the Actuarial Equivalent of the
           pension accumulated by the Member on the date of his death and
           determined in accordance with Section 4.1 shall be paid to the
           Member's Spouse. Should there be no Spouse, the benefit shall be paid
           to the Beneficiary.
 
     8.2   In the event of the death of the Member who has postponed his
           retirement in accordance with Section 3.3, he shall be deemed to have
           retired on the day preceding the day of his death and benefits shall
           be payable in accordance with Section 7.3.

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     8.3   In the event of the death of the Member who is receiving a pension,
           any benefits payable as a result of his death will be determined in
           accordance with the form of pension elected by the Member under
           Section 5 (forms of retirement benefits).
 
9.   TERMINATION OF SERVICE
 
     9.1   If the service of the Member terminates prior to his Normal
           Retirement Date, he shall be entitled to receive a deferred monthly
           pension commencing on his Normal Retirement Date and determined in
           accordance with Section 4.1.
 
           Instead of the deferred pension, the Member may elect at any time
           thereafter prior to his Normal Retirement Date to receive a lump sum
           payment equal to its Actuarial Equivalent in final settlement of his
           rights under the Plan.
 
           The Company may, for good and valid reason to be provided, elect to
           defer the payment of any lump sum amount provided under this Section
           8 for up to one year following the request of the Member. In such
           case, however, interest will be added to the lump sum amount using
           the rate and compounding method used to determine the Actuarial
           Equivalent of the Member's deferred pension or, if greater, a rate of
           bank prime, as charged by the Company's principal banker, plus 2%.
 
10. PAYMENTS OF BENEFITS
 
     10.1  Amounts of benefits due under the Plan shall be paid directly by the
           Company.
 
11. AMENDMENT
 
     11.1  The Company reserves the right to alter, amend or vary the Plan from
           time to time but no such alteration, amendment or variation of the
           Plan shall be valid without a written notice to the Member. No such
           amendment shall have the effect of diminishing the accrued benefits
           of the Member with respect to his Credited Service that is prior to
           the effective date of the amendment, which cannot be prior to the
           date of the notice.
 
     11.2  The Company intends to maintain the Plan in force indefinitely, but
           reserves the right to terminate at any time. The termination of the
           Plan shall not affect the rights of the Member to accrued benefits
           with respect to Credited Service prior to the effective date of such
           termination.
 
12. GENERAL
 
     12.1  The establishment of the Plan does not give the Member the right to
           be retained in the service of the Company nor shall it prevent the
           Company from discharging the Member at any time.
 
     12.2  No benefits payable under the Plan may be assigned, charged,
           anticipated or given as security. No benefits payable under the Plan
           may be subject to execution, seizure or assignment.
 
     12.3  All benefits payments under this Plan shall be made in lawful
           currency of Canada.
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day, month and year first above written.
 
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<S>                                                <C>
G.H. WOOD + WYANT INC.
 
per:      J.A. WYANT                                D.C. MACMARTIN              
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Agreed to this 16th day of May 1996
 
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