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                                                                   EXHIBIT 10.38


                          MACKENZIE GROUP OF COMPANIES

                      MACKENZIE INVESTMENT MANAGEMENT INC.

                             EMPLOYEE RETENTION PLAN

1.     OVERVIEW

       This communication will clarify the terms of the Retention Plan we have
       put in place to provide you with additional severance protection during
       this transition period while we respond to any unsolicited change in
       control.

       We have many alternatives to consider and we are all working very hard to
       come up with the best possible solution for our shareholders, customers
       and our employees.

       It is unlikely that there will be any significant loss of employment as a
       result of a change in control at Mackenzie and the fact that we have
       designed this plan in no way indicates that we believe this will be the
       outcome. However, we do want to ensure that we put your minds at ease as
       much as possible so that you can focus on the success of our day to day
       operations.

2.     PURPOSE

       The primary purpose of this Retention Plan is to ensure the successful
       continuance of our business in the event of a change in control. We
       believe that in these extraordinary circumstances it is essential that
       the Company stabilize the employee workforce. We also want to prevent
       employees from being unnecessarily distracted by their particular
       circumstances, reduce any climate of uncertainty, ensure fair and
       equitable treatment of staff, and reduce or limit any involvement in
       unnecessary litigation.

3.     BASIC PRINCIPLE

       Every regular full-time or part-time employee is guaranteed compensation
       income (which includes salary plus bonus) for the 12 months following the
       time of approval of this plan by the Board of Directors (4:00 PM,
       November 15, 2000). During the period of application of this Plan, if an
       employee is released from his or her employment following a change in
       control (other than for cause), Mackenzie (or a successor employer) will
       pay the severance arrangements listed below. Regular full time employees
       who work less than a full week will be covered on their prorated basis.

       Please see point #11 for the definition of "change of control."


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4.     TERMS OF THE PLAN

       If an employee is terminated without cause as a result of a change of
       control of the company during the period from November 15, 2000 to
       November 15, 2001, the following severance arrangements will apply.

       The employee will receive compensation income over a period (the
       "severance period") which will be the greater of:

       -    compensation income to November 15, 2001, paid at normal
            semi-monthly pay intervals,

                              OR

       -    one month of compensation income per year of service (to a maximum
            of 24 months), paid at normal semi-monthly pay intervals.

       Regular employees who work less than a full week will be paid on a
       prorated basis.

5.     RESIGNATION

       o    Employees who voluntarily resign will not receive any payment under
            this Plan.

       o    An employee who turns down an offer of a comparable position will
            not be eligible for any payment under this Plan. The employee will
            be deemed to have resigned.

6.     A COMPARABLE POSITION

       Employees may be offered a comparable position at Mackenzie after a
       change of control.

       To be a comparable position, the position must:

       o    Provide base compensation and benefits that are comparable in the
            aggregate to the employee's current position,

       o    Provide an opportunity for variable bonus pay that is comparable to
            the employee's current position,

       o    Not require the employee to increase the daily one way commuting
            distance from their current place of employment by more than 15
            miles;

                                     AND

       o    Have job skill requirements and duties that are comparable to either
            the employee's current position or a position held by the employee
            within 12 months before the approval date of November 15, 2000.



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7.     ACCRUED COMPENSATION AND BONUSES

       o    An employee who is released from his or her employment during the
            Retention Plan year as a result of the change of control, and is not
            offered a comparable position, will be paid their regular pay,
            accrued and unused vacation through November 15, 2001 and, if
            applicable, any unpaid portion of their FY 2001 bonus PLUS a
            pro-rated FY 2002 bonus.

       o    FY 2002 bonus payment for the period from April 1, 2001 to November
            15, 2001 will be calculated based on the FY 2002 bonus target. No
            bonus will be paid if an employee voluntarily resigns or is
            terminated for reasons not related to the change of control.

8.     EMPLOYMENT BENEFITS COVERAGE

       All group benefits (except the group long-term and short-term disability
       plans) will continue during the Severance Period, or until the employee
       obtains another position in which similar benefits are provided,
       whichever occurs first. Employee contributions to the 401(k) plan as well
       as employer matching contributions will cease on an employee's
       termination date.

9.     RELEASE

       Before receiving any payment under this Plan, employees are required to
       sign a Separation Agreement and General Release acceptable to Mackenzie.

10.    STATUTORY ENTITLEMENTS AND DEDUCTIONS

       The severance pay under this Plan includes notice, or pay in lieu of
       notice and severance pay. All payments under this plan will be reduced by
       applicable withholding taxes, and no amounts will be 'grossed up" for tax
       purposes.

11.    CHANGE OF CONTROL

       In this Plan, "change of control" shall mean: (i) the acquisition in a
       single transaction or a series of related transactions by any person or
       persons acting jointly or in concert of fifty percent (50%) or more of
       the outstanding and voting shares of Mackenzie, whether by way of
       take-over bid, merger, amalgamation or otherwise; (ii) the sale by
       Mackenzie of all or substantially all of Mackenzie's undertaking and
       assets; (iii) the acquisition of control of Mackenzie or of its business
       by one or more persons who do not now control Mackenzie; (iv) voluntary
       liquidation, dissolution or winding-down of Mackenzie in connection with
       which a distribution is made to the holders of Mackenzie's common shares;
       or (v) a resolution of the Board of Directors of Mackenzie that a Change
       of Control has occurred or is imminent. For the purposes of this Plan
       "control" shall mean the possession, directly or indirectly, of the power
       to cause a change in the direction of the management and policies of
       Mackenzie or its business whether through the ownership of voting
       securities, partnership interests or assets or by contract or otherwise



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