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                                                                    Exhibit 10.6



                           AMENDMENT NO. 1 TO AMENDED
                       AND RESTATED EMPLOYMENT AGREEMENT
                       ---------------------------------

        This Amendment No. 1 to Amended and Restated Employment Agreement is
executed as of May 28, 1998 by DENNIS C. HOFF (the "Executive") and D.I.Y. HOME
WAREHOUSE, INC., an Ohio corporation (the "Company").

                                    RECITALS:
                                    ---------

        A. Executive and the Company are parties to a certain Amended and
Restated Employment Agreement dated as of January 1, 1995 (the "Agreement").

        B. The parties desire to amend the Agreement as set forth below.

        NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

        1. Section 6(c) of the Agreement is hereby amended to read, in its
entirety, as follows:

         (c) If Executive's employment is terminated pursuant to the
         provisions of subsection 5(a)(vi) above, and Executive was
         not offered employment after the change of control of the
         Company at substantially the same compensation and contract
         terms for the performance of substantially the same
         responsibilities as is set forth in this Agreement (other
         than corporate title), in addition to paying Executive his
         Earned Compensation, the Company shall pay the Executive an
         additional amount per month, as severance pay, equal to
         one-twelfth (1/12th) of the Executive's current base salary
         for each month during the Severance Period. In addition,
         during the Severance Period, the Company shall provide
         Executive with the same medical and insurance benefits, but
         no other fringe benefits, which it provided to Executive
         immediately prior to the actual termination date of this
         Agreement. The foregoing notwithstanding, the Executive shall
         use his good faith efforts to obtain reasonable replacement
         employment from and after such termination and any
         compensation and medical and insurance benefits received by
         the Executive from such replacement employing during the
         Severance Period shall reduce the amount of severance pay and
         medical and insurance benefits due to Executive from the
         Company hereunder.

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        2. As modified above, the Agreement shall continue in full force and
effect and is hereby ratified and confirmed. This Amendment No. 1 may be
executed in two or more counterparts, each of which shall be deemed an original.
but all of which together shall constitute one in the same instrument.

        IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 
as of the date set forth above.



                                        /s/ Dennis C. Hoff
                                        ----------------------------------------
                                        Dennis C. Hoff

                                        D.I.Y. HOME WAREHOUSE, INC.,
                                        an Ohio corporation


                                        By: /s/ Fred a. Erb
                                            ------------------------------------
                                             Fred A. Erb
                                        Its: Chairman



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