Exhibit 10.1

                                MASTER AGREEMENT


BETWEEN:          MAAX CANADA INC., duly incorporated under the laws of Canada,
                  and having its principal place of business at 1010, Sherbrooke
                  Street West, Suite 1610, Montreal (Quebec) H3A 2R7,

                  MAAX CABINETS INC., duly incorporated under the laws of
                  Quebec, and having its principal place of business at 1010,
                  Sherbrooke Street West, Suite 1610, Montreal (Quebec) H3A 2R7,

                  MAAX-KSD CORPORATION, duly incorporated under the laws of
                  Pennsylvania and having its principal place of business at 505
                  Keystone Road, Southampton, Pennsylvania, United States,

                  MAAX SPAS (ARIZONA), INC., duly incorporated under the laws of
                  California and having its principal place of business at 25605
                  S. Arizona Avenue, Chandler, Arizona, United States,

                  all being represented herein by Mr. Denis Aubin, Officer and
                  Benoit Boutet, Officer duly authorized for the purposes hereof
                  as he hereby does declare.

                  (hereinafter collectively referred to as "the Seller", acting
                  solidarily)

AND:              NatExport, a Division of National Bank of Canada, a Schedule I
                  chartered bank incorporated pursuant to the laws of Canada and
                  having a place of business at 1010, de la Gauchetiere Street
                  West, Montreal, Canada, represented herein by Jacques Menard,
                  Customer Services Manager, and Daniel Dionne, Senior Credit
                  Analyst, duly authorized for the purposes hereof as they
                  hereby do declare,

                  (hereinafter referred to as "Natexport")


WHEREAS the Seller wishes to sell certain accounts receivable to Natexport at a
discount;

WHEREAS Natexport wishes to buy, with recourse equal to the percentage as stated
in the financing letter, certain accounts receivable from the Seller at a
discount.


THE PARTIES HERETO AGREE AS FOLLOWS:

1    Natexport may, at its sole discretion, purchase, with recourse equal to the
     percentage as stated in the financing letter for each buyer (the "Buyer"),
     accounts receivable held by the Seller against the Buyer according to the
     terms and conditions of the letter or financing letters to be concluded
     between the parties. Natexport may revoke a financing letter, at any time,
     upon written notice to the Seller, for example, without limiting the scope
     of the aforementioned provision, a material change which could affect the
     financial state of the Buyer and/or Seller. The total outstanding amount
     discounted cannot exceed $15,000,000.00 US, at any time.
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2    For each account receivable which Natexport agrees to purchase, the Seller
     undertakes to execute, on its letterhead paper, two copies of a Sale,
     Assignment and Transfer form with the same form and content as the document
     shown in Appendix A. Except liens to be created pursuant to the financing
     letter and current liens created pursuant to MAAX Corporation's Credit
     Agreement, the Seller represents that each account receivable will be free
     and clear of any liens, securities and encumbrances during the duration of
     this Agreement, as may be renewed.

3.    Without limiting the scope of any other provision hereof, the Seller
      acknowledges that he is responsible for the quality, durability and other
      characteristics of any goods sold to any Buyer and for any legal and
      conventional warranty and for any services provided to any Buyer and
      further acknowledges that Natexport is in no way liable in this regard.
      The Seller agrees to save Natexport harmless from any liability towards
      any person, including any Buyer, with respect to the quality, durability
      or any other characteristics of the goods and to any legal and
      conventional warranty and with respect to any services and further agrees
      to indemnify Natexport for any damages, losses, charges, legal fees or
      expenses or other costs, which could result here from, directly or
      indirectly.

4    All sales, assignments and transfers shall be made with recourse, equal to
     the percentage as stated in the financing letter for each Buyer, against
     the Seller for the principal and 100% of the interest; in the event of the
     non-payment of the invoice on the maturity date for any reason whatsoever
     and subject to Section 8 hereof, the Seller shall then be liable for the
     repayment equal to the percentage as stated in the financing letter for
     each Buyer for the principal and 100% of the interest at the post maturity
     rate set out in the financing letter from, inclusively, the maturity date
     of the invoice to, exclusively, the earliest of: the payment by the Seller
     and/or the Buyer of such invoice, or six (6) months from the maturity date
     of such invoice. The Seller authorizes Natexport to debit its account for
     such amounts pursuant to Section 12 hereof.

5    The "number of days in payment period" indicated hereinabove would be
     calculated by adding the number of days specified under the terms of sale
     and the additional number of days before payment is made according to the
     Buyer's payment habits.

6    The said additional number of days shall be established by Natexport
     according to the statement of transactions submitted by the Seller. Should
     Natexport consider, at its sole discretion, that the said statement is
     insufficient for such purpose, it shall establish, at its sole discretion
     without obtaining the Seller's consent, the said number of days.
     Notwithstanding the above, Natexport may, at any time, at its sole
     discretion, revise the said additional number of days according to the
     number of days taken by the Buyer to pay its invoices to Natexport.

7    Notwithstanding Section 3 hereof, the Seller shall remain liable to
     Natexport for the total amount of each and every purchased account
     receivable and agrees to pay Natexport the said amount upon request
     together with any and all accrued interest and interest to be accrued at
     the post-maturity rate set out in the financing letter calculated from,
     inclusively, the maturity date to, exclusively, payment by the Seller,
     under any of the following conditions:

         7.1      The Seller has presented any relevant facts incorrectly to
                  Natexport, or has knowingly made any false or fraudulent
                  statement report or claim or any concealment of any material
                  fact relating in any way to the purchased account receivable;

         7.2      The Seller has omitted to remit to Natexport one or several
                  relevant documents concerning the purchased account
                  receivable;

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         7.3      A dispute exists between the Seller and the Buyer regarding an
                  item in the sales contract;

         7.4      The Seller or the Buyer has failed to obtain all the licenses,
                  approvals or authorizations required at the shipping date of
                  the goods for the proper performance of the sales contract;

         7.5      The Seller or its agent has made an agreement with the Buyer
                  amending the conditions of one of the payments which the Buyer
                  must make to Natexport, unless Natexport has already approved
                  such agreement in writing;

         7.6      The account receivable is not paid to Natexport for a reason
                  that could have been avoided by the Seller or its agent or
                  because of the insolvency of the Seller or its agent;

         7.7      Natexport cannot upon demand collect the amount of the
                  discounted account receivable from the Buyer forthwith due to
                  the assignment thereof to a third party;

         7.8      The Seller has a direct or indirect equity interest in the
                  Buyer, or the Buyer has any such equity interest in the
                  Seller; or

         7.9      The Seller has failed to make all reasonable and customary
                  measures to prevent or minimize loss, including any measures,
                  which may be required by Natexport or to cooperate with
                  Natexport to effect recovery.

8    The purchased amount for each account receivable shall be equal to the
     amount of the account receivable minus the total of the following amounts:

         8.1      An amount calculated as follows: the financing rate set out in
                  the financing letter X amount of the account receivable X
                  number of days of term of payment /
                                    360 days (for US $) or
                                    365 days (for CAN $)

         8.2      The amount of all charges specified in the financing letter.

9    This Agreement shall take effect upon the signing hereof by the parties
     hereto and shall terminate on August 31st, 2006. This Agreement may be
     renewed for a period of one (1) year at the expiry of the term or of any
     renewal thereof upon written agreement between the parties. Notwithstanding
     the foregoing, Natexport may terminate this Agreement, at any time, upon
     written notice to the Seller provided that the Seller will be required to
     perform all of its obligations to Natexport in respect of transactions
     arising prior to the date of termination.

     Natexport may, at its sole discretion and without any further formality,
     continue to purchase accounts receivable presented by the Seller beyond the
     expiry date stated in this section. The Seller acknowledges that any and
     all purchase of accounts receivable after the expiry date may be governed
     by the terms and conditions hereof. The purchase of accounts receivable
     after the expiry date may in no way be deemed or considered to be an
     extension or renewal of this Agreement.

10   Any and all amounts owed by Natexport to the Seller following any purchase
     shall be payable by check issued jointly to the Seller, and if applicable,
     any financial institution to which the Seller has made a general assignment
     of book debts or a movable hypothec covering claims, as the case may be.

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<PAGE>

     For the purposes hereof, the Seller represents and warrants that it has
     made a general assignment of book debts, or a movable hypothec or a
     security under the Bank Act covering claims or the goods subject to the
     discount, as the case may be, to the following financial institution(s)
     only: NATIONAL BANK OF CANADA or any other financial institution(s). The
     Seller agrees to advise Natexport promptly of any general assignment of
     book debts, or movable hypothec covering claims, as the case may be, it may
     make to a financial institution as of the effective date of this Agreement.

11   The Seller hereby irrevocably authorizes Natexport to debit any and all
     amounts owed by the Seller to Natexport in respect hereof from any and all
     bank accounts which the Seller holds or may hold from time to time with the
     following financial institution(s): NATIONAL BANK OF CANADA or any other
     financial institution(s). Any or all employees of such financial
     institution(s) may debit said amounts from such account upon presentation
     by Natexport of a letter signed by one of its representatives specifying
     said amounts.

12   The Seller undertakes not to reveal to the Buyer or any other person, any
     information received from Natexport regarding the Buyer, including a
     refusal to discount, for the benefit of the Seller, accounts receivable
     deriving from one or several sales to the Buyer. The Seller acknowledges
     that such information is strictly confidential.

13   The Seller agrees to save Natexport harmless from any liability towards the
     Buyer, or any other person, in the event of non-compliance with Section 14
     hereof, and further agrees to indemnify Natexport for any damages, losses,
     charges, legal fees or expenses or other costs which would result here
     from, directly or indirectly.

14   The Seller will co-operate fully with Natexport to collect any account
     receivable sold to Natexport, which remains unpaid on its maturity date.

15   In the event that the Seller is in default under the terms of any other
     contract, agreement or writing with Natexport, the National Bank of Canada,
     any other division or subsidiary of the National Bank of Canada, any other
     bank or financial institution or any other creditor with rights to the
     property of the Seller for an amount of $5,000,000.00 CAN or more,
     Natexport shall have the right to terminate this present Agreement.

16   For purposes of disclosure pursuant to the Interest Act (Canada), the
     yearly rate of interest to which any rate of interest payable under this
     Agreement, which is to be calculated on any basis other than a full
     calendar year, is equivalent may be determined by multiplying such rate by
     a fraction, the numerator of which is the number of days in the calendar
     year in which the period for which interest at such rate is payable ends
     and the denominator of which is the number of days comprising such other
     basis.

17   In this Agreement and in any financing letter:

         17.1     "Canadian Prime rate" means the annual variable rate of
                  interest announced from time to time by the National Bank of
                  Canada and used to determine the interest rates on Canadian
                  dollar commercial loans granted by the National Bank of Canada
                  in Canada.

         17.2     "US Prime rate " means the annual variable rate of interest
                  announced from time to time by the National Bank of Canada and
                  used to determine the interest rates on US dollar commercial
                  loans granted by the National Bank of Canada in Canada.

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18   Natexport may, at any time, examine and make copies of all letters,
     communications, accounts or other documents in the possession or control of
     the Seller, and, in respect thereof, the Seller shall, at the request of
     Natexport:

         18.1     Provide Natexport with all information in the possession of
                  the Seller, and

         18.2     Take all reasonable steps to obtain any information or to
                  obtain the sight of any document in the possession of a third
                  party.

19   If the Seller receives any payment on account of any account receivable
     purchased by Natexport pursuant hereto, the Seller shall hold such payment
     in trust for the benefit of Natexport, and promptly pay it over immediately
     to Natexport.

20   Any and all notices required hereunder or related hereto may be given by
     either party to the other party at the address which either party may
     indicate from time to time in writing to the other party.

21   The Seller authorizes Natexport to request information regarding his
     financial status from banks and any other financial institutions where the
     Seller may have an account.

22   The parties hereto acknowledge that this Agreement, the financing letters
     and the Sale, Assignment and Transfer forms constitutes a full, complete
     and faithful representation of the Agreement made between them and they
     therefore formally waive the right to invoke any and all discussions or
     negotiations preceding the signature hereof.

23   MAAX CANADA INC., MAAX CABINETS INC., MAAX-KSD CORPORATION, MAAX SPAS
     (ARIZONA), INC., may each use this Master Agreement to submit accounts
     receivable to Natexport for factoring however, any and all obligations
     incurred under this Agreement are solidary. Furthermore, it is understood
     that the authorization to debit any banking account as per clause 12 hereto
     shall cover all amounts owing under these joint and several obligations.

24   This Agreement shall be governed by the laws of the province of Quebec, and
     the laws of Canada applicable therein, and the courts of the province of
     Quebec shall have exclusive jurisdiction in ruling on any case related
     hereto.

25   The parties hereto have requested that this Agreement, any financing letter
     and any documents related thereto be drafted in the English language. Les
     parties aux presentes ont requis que cette Convention, toute lettre de
     financement et autres documents soient rediges en langue anglaise.

Executed at Montreal, this February 7th, 2006.

NATEXPORT, A DIVISION OF NATIONAL BANK OF CANADA


By: /s/ JACQUES MENARD                    By: /s/ DANIEL DIONNE
    --------------------------------          ------------------------------
    Jacques Menard                            Daniel Dionne

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<PAGE>

Executed at Montreal, this February 20th, 2006.

MAAX CANADA INC.


By: /s/ DENIS AUBIN                       By: /s/ BENOIT BOUTET
    -------------------------                 ----------------------------
    Denis Aubin                               Benoit Boutet

MAAX CABINETS INC.

By: /s/ DENIS AUBIN                       By: /s/ BENOIT BOUTET
    -------------------------                 ----------------------------
    Denis Aubin                               Benoit Boutet

MAAX-KSD CORPORATION

By: /s/ DENIS AUBIN                       By: /s/ BENOIT BOUTET
    -------------------------                 ----------------------------
    Denis Aubin                               Benoit Boutet

MAAX SPAS (ARIZONA) INC.

By: /s/ DENIS AUBIN                       By: /s/ BENOIT BOUTET
    -------------------------                 ----------------------------
    Denis Aubin                               Benoit Boutet

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