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                                  EXHIBIT 10.4
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LOGO
 
Commercial Banking Centre and Main Branch
Tour Scotia, 1002 Sherbrooke Street West, Montreal (Quebec) H3A 3L6
Tel.: (514) 499-5432
 
                                                              September 18, 1997
Wood Wyant Inc.
1475 -- 32nd Avenue
Lachine (Quebec)
H8T 3J1
 
Dear Sir:
 
     We are pleased to confirm that, subject to acceptance by you, the Bank of
Nova Scotia (the "Bank") will make available to Wood Wyant Inc. (the "Borrower")
credit facilities on the terms and conditions set out in the attached Terms and
Conditions Sheet in Schedule "A".
 
     If the arrangements set out in this letter, and in the attached Terms and
Conditions Sheet and Schedule "A" (collectively the "Commitment Letter") are
acceptable to you, please sign the enclosed copy of this letter in the space
indicated below and return the letter to us by the close of business on
September 30, 1997, after which date this offer will lapse.
 
     This Commitment Letter replaces all previous commitments issued by the Bank
to the Borrower.
 
Yours very truly,
 
<TABLE>
<S>                                           <C>
I. Langlois                                   F. Camirand
Sr Account Manager                            For Vice-president and Manager
</TABLE>
 
     The arrangements set out above and in the attached Terms and Conditions
Sheet and Schedule "A" (collectively the "Commitment Letter") are hereby
acknowledged and accepted by:
 
WOOD WYANT INC.
 
By: M. D'AMOUR          
    ____________________

By: B. L. DAVIES        
    ____________________

Date: September 30, 1997
      __________________

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                               TERMS & CONDITIONS
 
CREDIT NUMBER: 01                                  AUTHORIZED AMOUNT: $6,000,000
 
TYPE
 
     Operating
 
PURPOSE
 
     General operating purposes
 
CURRENCY
 
     Canadian dollars
 
AVAILMENT
 
     The Borrower may avail the credit by way of direct advances evidenced by
     Agreement re Operating Credit Line and/or Banker's Acceptances (in
     multiples of $200,000 and having terms of maturity of 30 to 180 days
     without grace) and/or Letters of Credit payable at sight with expiry dates
     of credits not to exceed 365 days from date of issuance, and/or Standby
     Letters of Credit and/or Letters of Guarantee (with each availment subject
     to completion of an Application and Agreement for Standby Letters of
     Credit/Letter of Guarantee in a form satisfactory to the Bank).
 
INTEREST RATE/FEES
 
     (Canadian dollars): The Bank's Prime Lending Rate from time to time with
     interest payable monthly.
 
     (Bankers' Acceptances): The Bank's Commercial Bankers' Acceptance Fee,
     (subject to revision at any time), subject to a minimum fee of $200 per
     transaction, payable at the time of each acceptance.
 
     The application fee or fees charged by the Bank for Letters of Credit.
     Standby Letters of Credit and/or Letters of Guarantee as agreed between the
     Borrower and the Bank from time to time.
 
REPAYMENT
 
     Advances are repayable on demand.
 
CREDIT NUMBER: 02                                  AUTHORIZED AMOUNT: $2,000,000
 
TYPE
 
     Non-Revolving
 
PURPOSE
 
     To assist in financing a property located in Pickering.
 
CURRENCY
 
     Canadian dollars
 
AVAILMENT
 
     The Borrower has availed the credit by way of Direct Advances evidenced by
     Demand Promissory Notes.
 
INTEREST RATE
 
     The Bank's Prime Lending Rate from time to time, plus  3/4% per annum with
     interest payable monthly.
 
REPAYMENT
 
     The advance is repayable in equal monthly instalments of principal
     ($20,476.20) with balance of principal and interest then outstanding due
     October 1, 2001. The term of the loan is 4 years and the amortization is 8
     years.
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CREDIT NUMBER: 03                                  AUTHORIZED AMOUNT: $3,000,000
 
TYPE
 
     Reducing Revolving
 
PURPOSE
 
     To consolidate two Non-Revolving loans of $1,100,000 and $580,000 and to
     assist in financing future equipment acquisitions.
 
CURRENCY
 
     Canadian dollars
 
AVAILMENT
 
     The Borrower may avail the credit by way of direct advances evidenced by
     Demand Promissory Notes and/or Bankers' Acceptances in Canadian dollars (in
     multiples of $200,000 and having terms of maturity of 30 to 180 days
     without grace).
 
INTEREST RATE
 
     The Bank's Prime Lending Rate from time to time, plus  3/4% per annum with
     interest payable monthly.
 
     The Bank's Commercial Bankers' Acceptance Fee, (subject to revision at any
     time), plus  3/4% per annum, subject to a minimum fee of $200 per
     transaction, payable at the time of each acceptance.
 
DRAWDOWN
 
     Advances are limited to invoices and invoiced amounts satisfactory to the
     Bank.
 
REPAYMENT
 
     Availability is defined as the sum of approved advances less scheduled
     reductions.
 
     The authorized amount, and availability, are reduced by scheduled
     reductions, i.e. 23 monthly reductions and/or repayments of principal
     ($50,000) commencing by October 31, 1997 plus one final reduction and/or
     repayment of the principal and interest then outstanding due by September
     30, 1999. The term of the loan is 2 years and the amortization 5 years.
 
CREDIT NUMBER: 04                                  AUTHORIZED AMOUNT: $2,000,000
 
TYPE
 
     Equipment Financing -- Revolving Line (Scotia Leasing)
 
PURPOSE
 
     To assist in financing computer hardware, software and related
     implementation costs.
 
CURRENCY
 
     Canadian dollars
 
AVAILMENT
 
     Lease Agreement with appropriate supporting documentation.
 
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<PAGE>   5
 
INTEREST RATE
 
     Floating Rate Option
 
     The base payment applicable to each contract will be set on the
     commencement date of the contract based upon the Bank's Prime Lending Rate
     plus  3/4% per annum, calculated and payable monthly. The total periodic
     payment will be adjusted monthly with changes in the Bank's Prime Lending
     Rate.
 
     Fixed Rate Option
 
     The payment applicable to each contract will be set on the commencement
     date of the contract based on Scotia Leasing's Base Rate plus 1 3/4% per
     annum, calculated and payable monthly.
 
DRAWDOWN
 
     Each lease must not be less than $500,000.
 
     The amount of financing shall not exceed 100% of the cost of the equipment,
     software and related implementation costs being financed, exclusive of
     relative taxes and the Borrower shall provide security deposits, advance
     rentals and/or downpayments to reduce financing to this limit.
 
REPAYMENT
 
     Leases are repayable in accordance with the terms and conditions of each
     respective lease. The maximum term of any such lease shall not exceed 5
     years. The total amortization of any such transaction shall not exceed 5
     years.
 
     At the end of the term to option, the lessee shall elect one of the
     following options:
 
     A.   purchase the equipment for 35% of the original cost;
 
     B.   allow a third party to purchase the equipment for 35% of the original
          cost;
 
     C.   rent the equipment for an additional term and revised rent payment to
          be authorized by the Bank.
 
PREPAYMENT
 
     No prepayments are permitted.
 
SPECIFIC SECURITY
 
     The following security, evidenced by documents in form satisfactory to the
     Bank and registered or recorded as required by the Bank, is to be provided
     prior to any advances or availment being made under the Credit:
 
        Lease Agreement(s) covering equipment leased/financed.
 
        Scotia Leasing Progress Payment Agreement to cover interim funding.
 
        Comprehensive General Liability insurance for a minimum of $2,000,000
        per occurrence with the Bank recorded as an additional named insured.
        All risks insurance covering the replacement value of the equipment with
        the Bank recorded as loss payee and additional named insured.
 
        Assignment Agreement granting a security interest in the respective
        asset(s) and in the lease(s) together with notice and acknowledgement
        from the Borrower.
 
        Realty Owner's and/or Mortgagee's Waiver and Consent regarding
        leased/financed equipment.
 
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CREDIT NUMBER: 05                                     AUTHORIZED AMOUNT: $30,000
 
TYPE
 
     Corporate Visa -- Availment, interest rate and repayment as per Cardholder
     Agreement.
 
OTHER FEES APPLICABLE TO ALL CREDITS
 
     An Administration Fee of $1,000 is payable monthly.
 
     A Work Fee of $10,000 payable upon acceptance of this Commitment Letter.
 
     An Overdue Reports Fee of $250 is payable by the Borrower each time the
     Bank is required to follow up with the Borrower for receipt of reports that
     are submitted after the time frame(s) stipulated elsewhere in this letter,
     including accounts receivable, inventory figures, interim financial
     statements and progress reports, annual statements, etc.*
 
     A Breach of Credit Terms/Conditions Fee of $250 is payable by the Borrower
     each time the terms/conditions of the Credit are not met by the Borrower,
     including failure to maintain margin conditions, security deficiencies,
     breach of minimum working capital/equity/coverage/debt servicing
     requirements, etc.*
 
  *  The collection of these fees does not constitute an express or implied
     waiver by the Bank of any provision of your banking agreements, any
     security given by you to the Bank or the enforcement of the rights of the
     Bank under any such documentation.
 
GENERAL SECURITY, TERMS, AND CONDITIONS APPLICABLE TO ALL CREDITS
 
GENERAL SECURITY
 
     The following security, evidenced by documents in form satisfactory to the
     Bank and registered or recorded as required by the Bank, is to be provided
     prior to any advances or availment being made under the Credits:
 
        General Assignment of Book Debts for all applicable Provinces.
 
        Security under Section 427 of the Bank Act with appropriate insurance
        coverage assigned to the Bank.
 
        A Movable Hypothec in the amount of $24,000,000 on all present and
        future movable property with appropriate insurance coverage loss, if
        any, payable to the Bank.
 
        General Security Agreement over all of the present and future personal
        property and undertaking of the Borrower with replacement cost fire
        insurance coverage and any other insurance coverage the Bank may
        reasonably require, loss if any, payable to the Bank. A collateral
        mortgage providing a first fixed charge in the amount of $4,000,000 over
        1725 McPherson Court, Pickering, Ontario with replacement cost insurance
        coverage, loss, if any payable the Bank.
 
        Agreement re Operating Credit Line.
 
        Bankers' Acceptance Agreement.
 
        Agreement for Commercial Letter of Credit.
 
GENERAL CONDITIONS
 
     Until all debts and liabilities under the Credits have been discharged in
     full, the following conditions will apply in respect of the Credits:
 
        Operating loans, Bankers' Acceptances, Letters of Guarantee and Standby
        Letters of Credit are not to exceed at any time the "Borrowing Base"
        which is defined 75% of good quality accounts receivable of the Borrower
        (excluding accounts over 90 days, offsets, inter-company accounts,
 
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        statutory liens and amounts due from employees) less security interests
        or charges held by other parties and specific payables which have or may
        have priority over the Bank's security.
 
        The ratio of Debt (including deferred taxes) to Tangible Net Worth (TNW)
        is not to exceed 2.25:1. TNW is defined as the sum of share capital
        including preferred shares, earned and contributed surplus and postponed
        funds less (i) amounts due from officers/affiliates, (ii) investments in
        affiliates, and (iii) intangible assets as defined by the Bank.
 
        Tangible Net Worth (TNW) is to be maintained in excess of $10,000,000 at
        all times.
 
        The ratio of Current Assets to Current Liabilities is to be maintained
        at all times at 1.25 or better.
 
        The ratio of Cash Flow to Debt Service as at the end of each financial
        quarter calculated on a rolling four quarter basis, is to be maintained
        at all times at 1.4:1 or better.
 
        Cash Flow is defined as net income after taxes and before extraordinary
        items, plus depreciation and amortization expense less preferred share
        dividends paid and/or accrued during the period.
 
        Debt Service is defined as the sum of all current maturities in the
        subsequent year of long term debt, capital leases, preferred shares and
        other obligations as defined by the Bank.
 
        No redemption of preferred shares is permitted unless the Bank is in
        receipt of an Officer's Certificate providing full details of the
        redemption, and confirming that all terms and conditions stipulated in
        this Commitment Letter or amendments thereto are met and will continue
        to be met after the redemption. This certificate must be provided 10
        days prior to any redemption.
 
        No change in ownership of the Company is permitted.
 
        Additional terms and conditions in Schedule A are to apply.
 
GENERAL BORROWER REPORTING CONDITIONS
 
     Until all debts and liabilities under the Credits have been discharged in
     full, the Borrower will provide the Bank with the following:
 
        Annual Audited Financial Statements of the Borrower and the parent,
        Wyant Corporation, within 120 days of year end, duly signed.
 
        Annual Projected Financial Statements of the Borrower and the parent,
        Wyant Corporation within 120 days of year end.
 
        Monthly Financial Statements of the Borrower within 30 days of period
        end.
 
        Quarterly Financial Statements of Wyant Corporation within 45 days of
        period end.
 
        A Borrowing Base monthly, to include information on inventory, accounts
        receivable and accounts payable, within 30 days of period end.
 
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                                   SCHEDULE A
 
                   ADDITIONAL TERMS AND CONDITIONS APPLICABLE
                                 TO ALL CREDITS
 
  (IN THE EVENT OF A CONFLICT, THE TERMS AND CONDITIONS OF ANY LEASE AGREEMENT
   SUPERSEDE THE TERMS AND CONDITIONS IN THIS SCHEDULE A WITH REGARD TO SUCH
                                    LEASES).
 
CALCULATION AND PAYMENT OF INTEREST
 
1.   Interest on loans/advances made in Canadian dollars will be calculated on a
     daily basis and payable monthly on the 22nd day of each month (unless
     otherwise stipulated by the Bank). Interest shall be payable not in advance
     on the basis of a calendar year for the actual number of days elapsed both
     before and after demand of payment or default and/or judgment.
 
INTEREST ON OVERDUE INTEREST
 
2.   Interest on overdue interest shall be calculated at the same rate as
     interest on the loans/advances in respect of which interest is overdue, but
     shall be compounded monthly and be payable on demand, both before and after
     demand and judgment.
 
CALCULATION AND PAYMENT OF BANKERS' ACCEPTANCE FEE
 
3.   The fee for the acceptance of each Bankers' Acceptance will be payable on
     the face amount of each Bankers' Acceptance at the time of acceptance of
     each draft calculated on the basis of a calendar year for the actual number
     of days elapsed from and including the date of acceptance to the due date
     of the draft.
 
INDEMNITY PROVISION
 
4.   Applicable to (i) Revolving Term Credits with terms in excess of one year;
     (ii) any credit where the right to draw down or obtain advances exceeds one
     year; (iii) all U.S. dollar credits. If the introduction of, or any change
     in, or in the interpretation of, or any change in its application to the
     Borrower of, any law or regulation, or compliance with any guideline from
     any central bank or other governmental authority (whether or not having the
     force of law) has the effect of increasing the cost to the Bank of
     performing its obligations hereunder or otherwise reducing its effective
     return hereunder or on its capital allocated in support of the credit(s),
     then upon demand from time to time the Borrower shall compensate the Bank
     for such cost or reduction pursuant to a certificate reasonably prepared by
     the Bank.
 
     (a)  Prepayment without fee
 
          In the event of the Borrower becoming liable for such costs, the
          Borrower shall have the right to cancel without fee all or any
          unutilized portion of the affected credit (other than any portion in
          respect of which the Borrower has requested utilization of the credit
          in which case cancellation may be effected upon indemnification of the
          Bank for any costs incurred by the Bank thereby), and to prepay,
          without fee the outstanding principal balance thereunder other than
          the face amount of any document or instrument issued or accepted by
          the Bank for the account of the Borrower, such as a Letter of Credit,
          a Guarantee or a Bankers' Acceptance.
 
ENVIRONMENT
 
5.   The Borrower agrees:
 
     (a)  to obey all applicable laws and requirements of any federal,
          provincial, or any other governmental authority relating to the
          environment and the operation of the business activities of the
          Borrower;
 
     (b)  to allow the Bank access at all times to the business premises of the
          Borrower to monitor and inspect all property and business activities
          of the Borrower;
 
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     (c)  to notify the Bank from time to time of any business activity
          conducted by the Borrower which involves the use or handling of
          hazardous materials or wastes or which increases the environmental
          liability of the Borrower in any material manner;
 
     (d)  to notify the Bank of any proposed change in the use or occupation of
          the property of the Borrower prior to any change occurring;
 
     (e)  to provide the Bank with immediate written notice of any environmental
          problem and any hazardous materials or substances which have an
          adverse effect on the property, equipment, or business activities of
          the Borrower and with any other environmental information requested by
          the Bank from time to time;
 
     (f)  to conduct all environmental remedial activities which a commercially
          reasonable person would perform in similar circumstances to meet its
          environmental responsibilities and if the Borrower fails to do so. the
          Bank may perform such activities; and
 
     (g)  to pay for any environmental investigations, assessments or remedial
          activities with respect to any property of the Borrower that may be
          performed for or by the Bank from time to time.
 
     If the Borrower notifies the Bank of any specified activity or change or
     provides the Bank with any information pursuant to subsections (c), (d), or
     (e), or if the Bank receives any environmental information from other
     sources, the Bank, in its sole discretion, may decide that an adverse
     change in the environmental condition of the Borrower or any of the
     property, equipment, or business activities of the Borrower has occurred
     which decision will constitute, in the absence of manifest error,
     conclusive evidence of the adverse change. Following this decision being
     made by the Bank, the Bank shall notify the Borrower of the Bank's decision
     concerning the adverse change.
 
     If the Bank decides or is required to incur expenses in compliance or to
     verify the Borrower's compliance with applicable environmental or other
     regulations, the Borrower shall indemnify the Bank in respect of such
     expenses, which will constitute further advances by the Bank to the
     Borrower under this Agreement.
 
INITIAL DRAWDOWN
 
6.   The right of the Borrower to obtain the initial drawdown under the
     Credit(s) is subject to the condition precedent that there shall not have
     been any material adverse changes in the financial condition or the
     environmental condition of the Borrower, Wyant Corporation, or any
     guarantor of the Borrower.
 
PERIODIC REVIEW
 
7.   The obligation of the Bank to make further advances or other accommodation
     available under any Credit(s) of the Borrower under which the indebtedness
     or liability of the Borrower is payable on demand, is subject to periodic
     review and to no adverse change occurring in the financial condition or the
     environmental condition of the Borrower or any guarantor.
 
EVIDENCE OF INDEBTEDNESS
 
8.   The Bank's accounts, books and records constitute, in the absence of
     manifest error, conclusive evidence of the advances made under this Credit,
     repayments on account thereof and the indebtedness of the Borrower to the
     Bank.
 
ACCELERATION
 
9.   (a)  All indebtedness and liability of the Borrower to the Bank payable on
          demand, is repayable by the Borrower to the Bank at any time on
          demand;
 
     (b)  All indebtedness and liability of the Borrower to the Bank not payable
          on demand, shall, at the option of the Bank. become immediately due
          and payable, the security held by the Bank shall immediately become
          enforceable, and the obligation of the Bank to make further advances
          or other
 
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<PAGE>   10
 
        accommodation available under the Credits shall terminate, if any one of
        the following Events of Default occurs:
 
        (i)    the Borrower or any guarantor fails to make when due, whether on
               demand or at a fixed payment date, by acceleration or otherwise,
               any payment of interest, principal, fees, commissions or other
               amounts payable to the Bank;
 
        (ii)   there is a breach by the Borrower of any other term or condition
               contained in this Commitment Letter or in any other agreement to
               which the Borrower and the Bank are parties;
 
        (iii)  any default occurs under any security listed in this Commitment
               Letter under the headings "Specific Security" or "General
               Security" or under any other credit, loan or security agreement
               to which the Borrower is a party;
 
        (iv)   any bankruptcy, re-organization, compromise, arrangement,
               insolvency or liquidation proceedings or other proceedings for
               the relief of debtors are instituted by or against the Borrower
               or Wyant Corporation and, if instituted against the Borrower or
               Wyant Corporation, are allowed against or consented to by the
               Borrower or Wyant Corporation or are not dismissed or stayed
               within 60 days after such institution;
 
         (v)   a receiver is appointed over any property of the Borrower or
               Wyant Corporation or any judgement or order or any process of any
               court becomes enforceable against the Borrower or Wyant
               Corporation or any property of the Borrower or Wyant Corporation
               or any creditor takes possession of any property of the Borrower
               or Wyant Corporation;
 
        (vi)   any adverse change occurs in the financial condition of the
               Borrower or any guarantor;
 
        (vii)  any adverse change occurs in the environmental condition of:
 
              (A) the Borrower or any guarantor of the Borrower; or
 
              (B)  any property, equipment, or business activities of the
                   Borrower or any guarantor of the Borrower.
 
COSTS
 
10. All costs, including legal and appraisal fees incurred by the Bank relative
    to security and other documentation, shall be for the account of the
    Borrower and may be charged to the Borrower's deposit account when
    submitted.
 
REQUEST FOR ENGLISH
 
11. This document and all related documents have been drafted in English at the
    Borrower's request. Ce document et tous les documents y afferents ont ete
    rediges en anglais a la demande de l'emprunteur.
 
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<PAGE>   11
 
                      AGREEMENT RE: OPERATING CREDIT LINE
 
<TABLE>
<S>                                                <C>
 
Wood Wyant Inc.                                                              September 18, 1997
--------------------------------------------
CUSTOMER NAME
1475 -- 32nd Avenue
--------------------------------------------
CUSTOMER ADDRESS
Lachine, Quebec H8T 3J1
--------------------------------------------
</TABLE>
 
DEAR CUSTOMER:
 
1.   We are pleased to advise that, subject to acceptance by you, we have
     established an operating credit line (the "Credit Line") in your favour in
     the amount of $6,000,000.00 subject to the terms of this agreement and any
     Schedule attached hereto (this "Agreement"). You may utilize the Credit
     Line at The Bank of Nova Scotia (the "Bank") at its 1002 Sherbrooke St. W.,
     Montreal, Quebec H3A 3L6 Branch from time to time by way of direct advances
     to be deposited to your Account, No. 90001 0044210, or a replacement
     account in your name as agreed by us from time to time (the "Account"),
     and/or by way of any other availment option authorized under this
     Agreement.
 
2.   Upon the date of acceptance by you of this Agreement, your obligations to
     repay your indebtedness and liability:
 
     (a)  in respect of direct advances under all existing operating credit
          lines and under the Credit Line shall be subject to this Agreement
          exclusively; and
 
     (b)  in respect of utilizations under any other availment option authorized
          under this Agreement shall be subject to any applicable agreement(s)
          referred to in Schedule A ("Special Agreement(s)") to which you and
          the Bank are or may become parties.
 
3.   You acknowledge that the outstanding principal balance by way of direct
     advances owing to the Bank under existing operating credit lines is
     $1,305,000.00, as at the close of business on September 17, 1997 which will
     be adjusted to reflect direct advances and repayments of direct advances
     under the existing credit lines occurring between that date and the date of
     acceptance of this Agreement. You acknowledge that the hypothecs or other
     security interests previously granted to the Bank to secure existing
     operating credit lines continue to constitute security for indebtedness and
     liability under the Credit Line.
 
4.   The Credit Line may be utilized by:
 
     (a)  you notifying the Bank from time to time as to the amounts you wish to
          borrow by way of direct advances and the Bank crediting such amounts
          to the Account; and/or
 
     (b)  you authorizing the Bank to ascertain from time to time the position
          between us in respect to the Account and, if such position is a debit
          in favour or the Bank or is a credit in favour of you that is less
          than any minimum credit position for the Account as agreed upon
          between us from time to time, the Bank is authorized to make a direct
          advance under the Credit Line, by crediting the Account, to provide
          cover for such debit position or to place the Account in the
          appropriate minimum credit position; and/or
 
     (c)  you providing the Bank with the documentation required by the Bank
          from time to time to utilize the Credit Line under any other availment
          option authorized under this Agreement.
 
5.   You will repay on demand all your indebtedness and liability under the
     Credit Line and interest and interest on overdue interest under this
     Agreement and you hereby irrevocably authorize and direct us, while the
     Credit Line is in existence, but the Bank is not so obligated, to apply all
     amounts standing to your credit, and above any agreed upon minimum credit
     position, in the Account at the end of each business day to repay your
     indebtedness and liability under the Credit Line.
 
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<PAGE>   12
 
6.   Amounts may be borrowed, repaid and reborrowed or otherwise utilized or
     reutilized under the Credit Line from time to time, provided that, upon our
     periodic review of your financial affairs or upon the occurrence of an
     event of default, we may refuse to allow you to borrow further by way of
     direct advances or to otherwise utilize the Credit Line and/or we may
     terminate the Credit Line entirely and demand payment of all your
     indebtedness and liability under the Credit Line together with interest and
     interest on overdue interest. A default shall occur if:
 
     (i)    you or any guarantor fail to make when due, either on demand or on a
            fixed payment date, by acceleration or otherwise, any payment of
            interest, principal, fees, commissions or other amounts payable to
            the Bank or any other lender;
 
     (ii)   you breach any other term or condition contained in this Agreement
            or in any other agreement to which you and the Bank are parties;
 
     (iii)  any default occurs under any security under this Agreement or in any
            Special Agreement or under any credit, loan or security agreement to
            which you are a party;
 
     (iv)   any bankruptcy, reorganization, compromise, arrangement, insolvency
            or liquidation proceedings or other proceedings for the relief of
            debtors are, instituted by or against you and, if instituted against
            you, are allowed against or consented to by you or are not dismissed
            or stayed within 60 days after institution;
 
     (v)    a receiver is appointed over any of your property or any judgment or
            order or any process of any court becomes enforceable against you or
            any of your property or any creditor takes possession of any of your
            property;
 
     (vi)   any course of action is undertaken by you or with respect to you
            which would result in your re-organization, amalgamation or merger
            with another corporation or the transfer of all or substantially all
            of your assets;
 
     (vii)  any guarantee of indebtedness and liability under the Credit Line is
            withdrawn, determined to be invalid or otherwise rendered
            ineffective;
 
     (viii) any adverse change occurs in the financial condition of yourself or
            any guarantor of indebtedness and liability under the Credit Line;
 
     (ix)   any adverse change occurs in the environmental condition of:
 
            (a)  yourself or any guarantor of indebtedness and liability under
                 the Credit Line; or
 
            (b)  any of the property, equipment or business activities of
                 yourself or any guarantor of indebtedness and liability under
                 the Credit Line;
 
     and you agree that if any default occurs under this Agreement, we may
     immediately exercise all our rights and remedies under any Special
     Agreement(s) as if default had occurred under the Special Agreement(s).
 
     In the event where a default arises from the non-fulfilment of an
     obligation in a prescribed period of time, you shall be considered in
     default by the mere lapse of time, without the necessity of any notice or
     demand.
 
7.   Upon failure to pay amounts due to the Bank on demand under the Credit
     Line, the Bank shall be entitled at your cost to take such steps as may be
     permitted by law or as provided under this Agreement, any Special Agreement
     or any other credit, loan or security agreement and as it deems fit to sue
     for and recover payment for your indebtedness and liability to the Bank,
     including realization of any security held. Upon your default and subject
     to applicable law, you will pay to us on demand all of our reasonable
     costs, including but not limited to legal fees and expenses (on a solicitor
     and his own client basis) incurred (i) in collecting the balance due to the
     Bank under the Credit Line, whether or not a legal action is brought
     against you; and (ii) in protecting the Bank from any loss which the Bank
     may suffer as a result of your default.

                                       11
<PAGE>   13
 
8.   All amounts borrowed by way of direct advances will bear interest at the
     Bank's Prime Lending Rate from time to time plus 0.00% per annum (Prime
     Lending Rate being a variable per annum reference rate of interest as
     announced and adjusted by the Bank from time to time for loans made by the
     Bank in Canada in Canadian dollars). Interest shall be calculated daily for
     the actual number of days elapsed and be payable monthly and you authorize
     the Bank, but the Bank is not so obligated, to debit the Account or any
     other account specified by you monthly in arrears on the 22nd day of each
     month or, if such day is a Saturday, Sunday or a day on which banks are
     closed for business, on the first subsequent business day with the amount
     of interest accrued and unpaid by you. Interest on overdue interest amounts
     shall be calculated at the same rate, but shall be compounded monthly and
     be payable on demand, both before and after demand and judgment.
 
9.   You will provide us with financial and net worth statements and such other
     information respecting your financial affairs as we may reasonably require
     from time to time. You will cause any guarantor to provide us with
     financial and net worth statements and such other information respecting
     the guarantor's financial affairs as we may reasonably request from time to
     time.
 
10. You agree to:
 
     (a)  obey all applicable laws and requirements of any federal, provincial,
          or any other governmental authority relating to the environment and
          the operation of your business activities;
 
     (b)  allow us access at all times to your business premises to monitor and
          inspect all property and business activities;
 
     (c)  notify us from time to time of any business activity conducted by you
          which involves the use or handling of hazardous materials or wastes or
          which increases your environmental liability in any material manner;
 
     (d)  notify us of any proposed change in the use or occupation of your
          property prior to any change occurring;
 
     (e)  provide us with immediate written notice of any environmental problem
          and any hazardous materials or substances which have an adverse effect
          your property, equipment or business activities and with any other
          environmental information requested by us from time to time;
 
     (f)  conduct all environmental remedial activities which a commercially
          reasonable person would perform in similar circumstances to meet its
          environmental responsibilities and if you fail to do so, we may
          perform such activities; and
 
     (g)  pay for any environmental investigations, assessments or remedial
          activities with respect to any of your property that may be performed
          by or for us from time to time.
 
11. If you notify us of any specified activity or change and provide us with any
    information pursuant to paragraph 10(c), (d) or (e), or if we receive any
    environmental information from other sources, we, in our sole discretion,
    may decide that an adverse change in your environmental condition or any of
    your property, equipment or business activities has occurred which decision
    shall constitute, in the absence of manifest error, conclusive evidence of
    the adverse change. Following this decision being made by us, we shall
    notify you of our decision concerning the adverse change.
 
12. If we decide or are required to incur expenses in compliance or to verify
    your compliance with applicable environmental or other regulations, you
    shall indemnify us in respect of such expenses, which will constitute
    further advances by us to you under this Agreement.
 
13. The Bank will maintain records of your indebtedness and liability to the
    Bank under the Credit Line and such records shall evidence such indebtedness
    and liability. The Bank shall render a monthly statement of account of your
    indebtedness by way of direct advances under the Credit Line. In the absence
    of manifest error, such statement shall be considered conclusively binding
    upon you as to your indebtedness and liability to the Bank by way of direct
    advances under the Credit Line unless you notify the Bank to the contrary
    within thirty (30) days from the date on which the statement was sent to
    you, provided that any
           
                                       12
<PAGE>   14
 
    error by the Bank in keeping its records or in the statement shall not
    affect your obligation to pay or repay your indebtedness and liability under
    the Credit Line.
 
14. The terms and conditions of this Agreement including, but not limited to,
    the annual percentage rate specified in paragraph 8, may be amended at any
    time by the Bank by mailing or delivering notice in writing of the amendment
    to you. If the Bank mails the said notice in writing by ordinary mail it
    shall be effective from the date of mailing. Please acknowledge acceptance
    of the terms and conditions of this Agreement by signing and delivering to
    the Bank a copy hereof.
 
15. The parties require that this Agreement and all related documents be drawn
    in English. Les parties exigent que cette convention et tous documents qui
    s'y rattachent soient rediges en anglais.
 
     The Bank appreciates this opportunity to be of service to you.
 
                                            Yours truly,
 
                                            THE BANK OF NOVA SCOTIA
 
                                            Per          INGRID LANGLOIS
                                                ------------------------------- 
ACCEPTED this 30th day
of September, 1997
 
          Wood Wyant Inc.
------------------------------------
         (NAME OF CUSTOMER)

             M. D'AMOUR
------------------------------------
       (AUTHORIZED SIGNATURE)

            B. L. DAVIES
------------------------------------
       (AUTHORIZED SIGNATURE)
 
                                       13
<PAGE>   15
 
                                   SCHEDULE A
 
    This Schedule is part of the Agreement re: Operating Credit Line dated
September 18, 1997 between The Bank of Nova Scotia and Wood Wyant Inc. (the
"Customer").
 
[X] The Credit Line is subject to provisions of a Commitment Letter dated
    September 18, 1997, as it may be amended from time to time.
 
                                       OR
 
[ ] The Credit Line is subject to the following additional terms and conditions.
 
                               AVAILMENT OPTIONS
 
    The Credit Line may also be utilized by way of the following options,
provided that the total amount outstanding by way of direct advances and other
availment options does not exceed the principal amount of the Credit Line:
 
[ ] Bankers' Acceptances in Canadian Dollars (in multiples of $100,000) and
    having terms of maturity of 30 to 180 days without grace. Availment is
    subject to completion of Agreement re Bankers' Acceptance in a form
    satisfactory to the Bank.
 
      Fees: The Bank's Commercial/Corporate/Government Bankers' Acceptance fee
            (delete whichever is not applicable), plus
            __________________% per annum, (subject to revision at any time),
            subject to a minimum fee of $100.00 per transaction, payable at the
            time of each acceptance.
 
[ ] Commercial Letters of Credit/Letter of Credit Acceptances with expiry dates
    not to exceed ________________ days from date of issuance. Drafts are to be
    payable at sight and/or up to ________________ days sight. Availment is
    subject to completion of Agreement for Commercial Letter of Credit in a form
    satisfactory to the Bank.
 
      Fees: The applicable fee or fees charged by the Bank for Letters of Credit
            as agreed between you and the Bank from time to time.
 
[ ] Letters of Guarantee. Availment is subject to completion of a Reimbursement
    Agreement for Letters of Guarantee in a form satisfactory to the Bank.
 
      Commission: The applicable commission or commissions charged by the Bank
                  for Letters of Guarantee as agreed between you and the Bank
                  from time to time.
 
[ ] Standby Letters of Credit. Availment is subject to completion of a
    Reimbursement Agreement for Standby Letters of Credit in a form satisfactory
    to the Bank.
 
      Commission: _______________% per annum calculated on the issue amount on
                  the basis of a calendar year for the actual number of days
                  elapsed from and including the date of issue to the
                  termination date, subject to the Bank's minimum fee as well as
                  revision at anytime, payable upon issuance.
 
    Your obligations to repay your indebtedness and liability under any
Agreement re Bankers' Acceptance, Agreement for Commercial Letter of Credit,
Reimbursement Agreement for Letters of Guarantee or Reimbursement Agreement for
Standby Letters of Credit entered into with the Bank will be subject to the
terms of those Special Agreements and not this Agreement.
 
                                    SECURITY
 
    The following security, evidenced by documents in form satisfactory to the
Bank and registered or recorded as required by the Bank, is to be provided prior
to any advances or availment being made under the Credit Line:
 
[ ] General Assignment of/Hypothec on Book Debts.
 
[ ] Security under Section 427 of the Bank Act with appropriate insurance
    coverage assigned/hypothecated to the Bank.
 
[ ] Assignment/Hypothec of insurance over; Inventory $ ____________, Buildings 
    $ ____________, Equipment & Furniture $ _______________.
 
[ ] Security Agreement/Hypothec over all inventories.
 
[ ] General Security Agreement/Hypothec over all of your property and
    undertaking.
 
[ ] Postponement Agreement covering an amount of $ ____________.
 
                                       14
<PAGE>   16

                                   SCHEDULE A

    [ ] Assignment of Life Insurance -- Face Value $________________________

    [ ] Guarantees:
                       Name                        Amount

    [ ] Collateral Mortgage/Hypothec in the amount of $___________ providing a
        fixed charge over certain lands known as ______________ (prior
        encumbrances $____________________) with replacement cost fire insurance
        coverage, loss, if any, payable to the Bank as mortgagee.

    [ ] Demand Debenture in the principal amount of $____________ secured by a
        fixed charge/hypothec over lands known as_____________ (prior
        encumbrances $_____________) together with a fixed/floating
        charge/hypothec over all other assets now or hereafter acquired with
        replacement cost fire insurance coverage, loss, if any, payable to the
        Bank as mortgagee/hypothecary creditor.

    [ ]

    [ ]

    [ ]

                                   CONDITIONS

Until all the debts and liabilities under the Credit Line have been discharged
in full, the following conditions will apply in respect to the Credit Line:

    [ ] Direct advances, Bankers' Acceptances, Letter of Credit Acceptances,
        Letters of Guarantee (delete whichever is not applicable) are not to
        exceed the "Borrowing Base" which is defined as the aggregate of

        [ ] _________% of good quality accounts receivable (excluding accounts
            over 90 days, off-sets and inter-company accounts);

        [ ] _________% of inventory;

            less security interests or charges held by other parties and
            specific payables which have or may have priority over the Bank's
            security.

        [ ] Advances against inventory are limited to $____________________ .

        [ ] The aggregate of

        [ ] _________% of good quality accounts receivable (excluding accounts
            over 90 days, off-sets and inter-company accounts);

        [ ] _________% of inventory;

            is to provide full cover/a margin of _________% (delete whichever is
            not applicable) at all times over direct advances, Bankers'
            Acceptances, Letter of Credit Acceptances, Letters of Guarantee
            (delete whichever is not applicable), security interests or charges
            held by other parties and specific payables which have or may have
            priority over the Bank's security.

        [ ] The maximum inventory allocation is $____________________________.

        [ ]

        [ ] Working capital is to be maintained at all times in excess of
            $_____________ .

        [ ] Tangible Net Worth (TNW) is to be maintained in excess of
            $__________________ at all times. TNW is defined as the sum of share
            capital, earned and contributed surplus and postponed funds less (i)
            amounts due from officers/affiliates, (ii) investment in affiliates,
            and (iii) intangible assets as defined by the Bank.

        [ ] The ratio of Debt (including deferred taxes) to Tangible Net Worth
            is not to exceed _________________: 1.

        [ ]

                                   REPORTING

Until all debts and liabilities under the Credit Line have been discharged in
full, you will provide the Bank with the following:

        [ ] Annual Financial Statements -- audited/prepared* within ___________
            days of your fiscal year end.

        [ ] Interim Financial Statements -- monthly/quarterly* within _________
            days of period end. [ ] Statement of Security/Borrowing Base
            Calculation* monthly/quarterly* within _________ days of period end.

        [ ]

*DELETE ONE
                                                       _________________________
                                                          CUSTOMER'S INITIALS

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