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                                                                    Exhibit 10.6


                       SOVEREIGN SPECIALTY CHEMICALS, INC.
                     MANAGEMENT INCENTIVE COMPENSATION PLAN

PURPOSE:

The Plan is designed to competitively compensate Management on an annual basis
for achieving Company objectives and for successfully completing specific
individual objectives. The Plan aligns the interests of the Company's Management
Team with the objectives and goals of the Company. The structure of this Plan
provides the framework for the Company-wide Variable Pay Plan for Non-Union
Employees. All aspects of the Management Incentive Compensation Plan must
conform to the Compensation Committee Charter (attached).

ELIGIBILITY:

Participation in the Management Incentive Compensation Plan is extended to
Officers, Directors, Managers or other key positions, which have been determined
to have significant, positive and measurable impact on the Company's overall
results. Eligible positions are reviewed annually for inclusion into the Plan
each year.

EFFECTIVE DATE:

The Plan is effective 1/1/00 and supersedes all previous Management Incentive
Compensation Plans. The Plan runs concurrent with the Company's fiscal year and
remains in effect through 12/31/00.

PLAN SUMMARY:

The Management Incentive Compensation Plan establishes a Target Bonus for each
Participant in the Plan. The Target Bonus percentage available to Participants
reflects the various levels of positions within the Company. The Target Bonus is
based on the Participant's annualized regular base compensation, which is in
effect at the close of each fiscal year. A significant portion of the Target
Bonus is allocated to achieving Company Objectives with the remainder available
for achieving Individual Objectives. Exhibit A - 1 lists Management Incentive
Compensation Plan Target Bonus percentages by position. Exhibit A - 2 provides a
listing of Management Incentive Plan Participants eligible in 2000. In addition,
the Plan provides the opportunity for Management to make recommendations for
Discretionary Bonuses above and beyond the Target Bonus based on specific
criteria.

PLAN DESIGN:

         COMPANY OBJECTIVES:

         The Company Objectives Bonus contains two parts:

         1.)  Revenue Component

                  Participants have a specified percentage of the Company
                  Objectives Bonus based on achieving specified revenue-related
                  goals for the Company.

         2.)  EBITDA Component


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                  Participants have a specified percentage of the Company
                  Objective Bonus based on achieving specified EBITDA goals for
                  the Company.

         Revenue and EBITDA targets are based on either the Corporation's
         Budget, the Subsidiary's Budget or, a combination of both. Payments for
         the achievement of Revenue and EBITDA targets are determined by using a
         weighted matrix which rewards at a greater level for EBITDA achievement
         (weighted 80%) over Revenue achievement (weighted 20%). The Revenue
         Component and EBITDA Component work in harmony with each other to
         produce a multiplier, which is then applied to the Target Bonus Amount.
         The matrix used for calculating Incentive Compensation Awards is
         illustrated on Exhibit B.

         The Plan establishes a threshold of 90% for both EBITDA and Revenue
         achievement for minimum payment to occur. Revenue results and EBITDA
         results must both achieve 90% of Budget to qualify for a 50% payment of
         the Company Objectives portion. No payment occurs if either one of
         these components is less than 90%. The Plan is capped at 200% for a
         maximum payment based on Company results.

         INDIVIDUAL OBJECTIVES:

         Individual Objectives are mutually agreed upon goals that are specific
         and measurable. These goals are established at the beginning of each
         fiscal year and are subject to approval by the CEO. The CEO's
         Individual Objectives are presented to the Compensation Committee of
         the Board of Directors for approval.

         DISCRETIONARY BONUS:

         The CEO, at his discretion, may reward Participants above and beyond
         the earned Incentive Compensation Award for producing extraordinary
         results for the Company. This includes activities favorably affecting
         the near term financial success of the Company above Budgeted levels;
         or contributions that result in significant technical or business
         development impact; or acquisitions of an exceptional strategic value.

Exhibit C illustrates the Plan Design.

ADMINISTRATION:

The Plan is administered by the CEO of the Company and the Vice-President -
Human Resources under the general direction of The Compensation Committee of the
Board of Directors.

Audited results are used to calculate Incentive Compensation Awards.

Because of the strategic importance of acquisitions and to encourage Management
to effectively integrate acquisitions, acquisitions completed during the Plan
year are treated as follows:

         For the year in which the business was acquired, Revenue and EBITDA
         values will be additive according to the ratios indicated in the "Plan
         Design" if the budgeted target levels have been achieved.

Recommendations for salary increases in base compensation are made by the CEO
and presented to The Compensation Committee for approval. Approved increases in
base compensation are effective April 1, 2000.

DETERMINATION OF INCENTIVE COMPENSATION AND PAYMENT:


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Incentive Compensation Awards for all Participants, except the CEO, are
recommended by the CEO and presented to The Compensation Committee of the Board
of Directors for approval.

The Incentive Compensation Award for the CEO is recommended by the Compensation
Committee.

The Compensation Committee approves Incentive Compensation Award recommendations
to ensure payments to Participants no later than March 15 of each year.

Payments to Participants under the Company's Incentive Compensation Plan are
considered taxable income to Participants in the year paid and are subject to
applicable taxes and are in compliance with benefit plan provisions.

PLAN PARTICIPATION AND CHANGE OF STATUS:

The following procedures apply if a Participant's employment status with the
Company changes during the Incentive Plan Year due to:

         TERMINATION OF EMPLOYMENT

         -    Resignation or Termination for Cause:

              To be eligible to receive an Incentive Compensation Award, a
              Participant must be an active, regular employee of the Company on
              the last day of the Plan year. Voluntary termination prior to the
              end of the Plan year or termination for cause at any time during
              the Plan year serves as forfeiture of any Award.

         -    Resignation with Good Grounds or Termination without Cause:

              Participants who resign with good grounds or who are terminated by
              the Company without cause are eligible to earn an Incentive
              Compensation Award at the discretion of the CEO.

         NEW HIRE, PROMOTION AND TRANSFER:

         -    New Hire:

              New Hires are eligible to earn a pro-rated portion of Target
              Incentive Compensation based on the actual length of employment
              for that respective Plan year.

         -    Promotion and Transfer:

              Target Incentive Compensation for Participants who are transferred
              to, or promoted into other positions having a higher or different
              Target Bonus percentage during the Plan year is reflective of time
              spent in each position at each percentage.

         LEAVE OF ABSENCE:

         Participants who have been on an approved leave of absence for periods
         greater than 30 days in length are eligible to earn a pro-rated portion
         of Target Incentive Compensation which reflects active employment. For
         leaves of absence of less than 30 days, there is no adjustment to the
         Target Incentive Compensation calculation.

         TOTAL DISABILITY:

         In the event of total disability, Target Incentive Compensation is
         calculated pro-rata through the month in which the disability was
         determined to be total. Payment is made at the regular Management
         Incentive Compensation payment time.


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         DEATH:

         In the event of death, a Participant's Target Incentive Compensation
         Award is calculated pro-rata through the month in which the death
         occurred. Payment is made at the regular Management Incentive
         Compensation payment time. Payment will be released in accordance with
         applicable state law in which the Participant resided.

DISCLAIMER:

Participation in the Management Incentive Compensation Plan is not deemed to
constitute a contract of employment with any Participant and is not to be
construed as an employment agreement. Furthermore, the Plan operates under the
sanction of The Compensation Committee and as such, any or all provisions of the
Plan may be modified, amended, suspended or terminated in whole, or in part, at
their sole discretion.


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