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Irrevocable Trust Agreement

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MAAX Holdings, Inc. | Andre Heroux

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Title: irrevocable agreement
Date: 5/26/2005

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                                                                   EXHIBIT 10.28


April 13, 2005


Mr. Jean Rochette

1976 De l'Elan Street

Longueuil, Quebec    J4N 1N3


Dear Jean:


Following your conversation with Andre Heroux on March 21, we are confirming

that as a result of restructuring and the elimination of your position, your

employment with the MAAX Corporation will end on March 25, 2005.


Your employment termination will be subject to the modalities and conditions

listed below, in compliance with your employment contract of August 27, 2004.

The present letter and the document titled "Transaction and Discharge", after

having been countersigned by you will become an irrevocable agreement between

yourself and the MAAX Corporation.




You will receive employment termination compensation in the gross amount of FIVE

HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS ($525,000). This amount is equivalent

to your base salary for a period of fifty-two (52) weeks to which has been added

the annual target performance bonus and includes all the amounts due to you in

the form of compensation instead of notices pursuant to the Act respecting

Labour Standards or any other pertinent federal or provincial law.


It might be possible to transfer all or part of your employment termination

compensation to your RRSP without any source deductions and without affecting

your annual RRSP space. We recommend that you consult with your financial

adviser in order to discover the options open to you, if any exist. If you are

entitled to do so and wish to transfer funds into your RRSP, please communicate

the amount below.


I want to transfer the amount of FIFTEEN THOUSAND SIX HUNDRED AND THIRTY-ONE

DOLLARS ($15,631) into an RRSP.




In addition to the departure compensation, you will receive a normal performance

bonus on the same basis as the other members of the executive committee for the

2005 fiscal year, once the financial statements have been approved by the MAAX

Corporation Board of Directors. The said amount will be paid to you on or around

May 9, 2005.




MAAX Corporation will continue to offer you life insurance as well medical

(except for coverage abroad) and dental insurance, as well as life insurance for

dependents (if applicable) based on the choices you made in the MAAX

Corporation's Fringe Benefits Program, as long as you accept to continue paying

your share of the premium amount. This coverage will be in effect as of the

employment termination date to September 26, 2005 or until you find other

employment, it being agreed that the first of these dates will be selected.


I want to keep my benefits and I accept to pay my share of the premium amount,

if applicable. X




I do not want to keep my fringe benefits after March 25, 2005. ______


After this six-month (6) period, we can, if you want, make the arrangement in

order to continue the insurance coverage, at your expense.




MAAX Corporation will transfer to your name the company car currently in your

possession. However, you will be responsible for the taxes and tax consequences

of this transfer.


To make the arrangements to this effect, please contact Dave Turgeon.




You will stop acquiring an entitlement of pension benefits as of March 25, 2005

and the benefits acquired will be administered in compliance with the terms of

the MAAX Corporation Retirement Plan.




Unused vacation credits accumulated up to March 25, 2005 will be paid to you at

the next payroll cycle.




The payments indicated above are subject to income tax and other deductions

stipulated by federal and provincial laws as well as regular withdrawals; these


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