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                                                                    EXHIBIT 10.5



                       ENVIRONMENTAL INDEMNIFICATION AGREEMENT


    THIS AGREEMENT is made as of July 8, 1993, by and between Washington
Corporations ("WC"), a Montana corporation, with its principal place of business
at 101 International Way, Missoula, Montana 59802, and Washington Contractors
Group, Inc. ("WCGI"), a Montana corporation, with its principal place of
business at 101 International Way, Missoula, Montana 59802.

    WHEREAS, WCGI was formerly a wholly owned subsidiary of Washington
Corporations, and currently pursuant to an Agreement and Plan of Reorganization
dated March 11, 1993, the common stock of WCGI is held by WCG Holdings, Inc.

    WHEREAS, WCGI and WC desire to enter into an agreement relating to the
indemnification against certain liabilities that each party hereto shall extend
to the other party hereto from and after the date of such reorganization (the
"Reorganization Date");

    BOW, THEREFORE, the parties hereto agree as follows:

1.  EFFECTIVE DATE. This Agreement shall become effective on the Reorganization
    Date.

2.  DEFINITIONS. As used in this Agreement, capitalized terms defined
    immediately after their use shall have the respective meanings thereby
    provided, and the following terms shall have the following meanings (such
    meanings to be equally applicable to both the singular and plural forms of
    the terms defined):

    ACTION: Any action, claim, suit, arbitration, inquiry, proceeding, or
    investigation by or before any court, any governmental or other regulatory
    or administrative agency or commission or any arbitration tribunal.

    AFFILIATE: With respect to any specified person, a person that, directly or
    indirectly, through one or more intermediaries, controls, or is controlled
    by, or is under common control with, such specified person; PROVIDED,
    HOWEVER, that for purposes of this Agreement  (i)  Affiliates of WCGI shall
    ONLY be deemed to include Pro Builders, Inc., Washington Construction
    Company, Industrial Constructors Corp., Conda Mining, Inc., or subsidiaries
    or joint ventures thereof, or any other subsidiary or joint venture of
    WCGI, and (ii) Affiliates of WC shall not be deemed to include WCGI or any
    of its subsidiaries and joint ventures.


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    ENVIRONMENTAL LAW: Any federal, state or local law (including common law),
    statute, ordinance, regulation, rule, policy, order (judicial or
    administrative), decree, judgment, decision, ruling, permit, or
    authorization (each as may be in effect from time to time) relating or
    applicable to pollution, human health or safety associated with the
    environment, or the environment, including, without limitation, any of the
    foregoing relating or applicable to emissions, discharges, spills, releases
    of threatened releases of, or human exposures to, Materials of
    Environmental Concern, or otherwise relating to the manufacture,
    processing, distribution, use, treatment, storage, disposal, transport, or
    handling or Materials of Environmental Concern.

    ENVIRONMENTAL LIABILITY: Any liability or obligation (including, without
    limitation, liability for investigatory costs, oversight costs, cleanup
    costs, governmental or private response costs, natural resource damages,
    civil or criminal penalties or forfeitures, and attorneys' fees or other
    costs of defending a claim of Environmental Liability) under any
    Environmental Law.

    INDEMNIFIABLE LOSSES: With respect to any claim by an Indemnitee for
    indemnification authorized pursuant to this Agreement, any and all losses,
    liabilities, claims, damages, obligations, payments, costs, and expenses
    (including, without limitation, the costs and expenses of any and all
    Actions, demands, assessments, judgments, settlements, and compromises
    relating thereto and reasonable attorneys' fees and expenses in connection
    therewith) suffered by such Indemnitee with respect to such claim.

    INDEMNIFYING PARTY: Any party who is required to pay any other person
    pursuant to Sections 3 and 4 hereof.

    INDEMNITEE: Any party who is entitled to receive payment from an
    Indemnifying Party pursuant to Sections 3 and 4 hereof.

    INDEMNITY PAYMENT: The amount an Indemnifying Party is required to pay an
    Indemnitee pursuant to Sections 3 and 4 hereof.

    MATERIAL OF ENVIRONMENTAL CONCERN: (i) Any substance, the presence of which
    requires investigation or remediation under any Environmental Law or under
    common law; (ii) any dangerous, toxic, explosive, corrosive, flammable,
    infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous
    substance which is regulated by any Environmental Law; (iii) any substance,
    the presence of which causes or threatens to cause a nuisance upon the
    property where it is located, or


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    to adjacent properties or poses or threatens to pose a hazard to the health
    and safety of persons on or about the property where it is located; and
    (iv) urea-formaldehyde, polychlorinated biphenyls, asbestos or
    asbestos-containing materials, petroleum and petroleum products.

    SUBSIDIARY OF WCGI: Subsidiaries of WCGI include Pro Builders, Industrial
    Constructors Corp., Washington Construction Company and Conda Mining, Inc.

3.  INDEMNIFICATION

    (a)  Except as otherwise provided herein, WCGI shall indemnify, defend and
    hold harmless WC and its Affiliates and each of their respective directors,
    officers, employees, and agents from and against any and all Indemnifiable
    Losses arising out of or based upon Environmental Liability which is
    alleged to be, or which is, directly or indirectly, caused by, related to
    or a result of, the operation of the business of WCGI or any of its
    Affiliates or the ownership of property by WCGI or any of its Affiliates;
    and

    (b)  Except as otherwise provided herein, WC shall indemnify, defend and
    hold harmless WCGI and its Affiliates and each of their respective
    directors, officers, employees, and agents from and against any and all
    Indemnifiable Losses arising out of or based upon any Environmental
    Liability which is alleged to be, or which is, directly or indirectly,
    caused by, related to or a result of, the operation of the business of WCGI
    or any of its Affiliates or the ownership of property by WC or any of its
    Affiliates.

4.  PROCEDURE FOR INDEMNIFICATION

    (a)  If an Indemnitee shall receive notice of the assertion by a person who
    is not a party to this Agreement of any claim or of the commencement by any
    such person of any Action (a "Third Party Claim") with respect to which an
    Indemnifying Party is or may be obligated to make an Indemnity Payment,
    such Indemnitee shall give such Indemnifying Party prompt notice thereof
    after becoming aware of such Third Party Claim and the amount or estimated
    amount thereof to the extent then feasible (which estimate shall not be
    conclusive of the final amount of such claim); PROVIDED, HOWEVER, that the
    failure of any Indemnitee to give notice as provided in this Section 4
    shall not relieve the related Indemnifying Party of its obligations under
    this Agreement, except to the extent that such Indemnifying Party is
    actually prejudiced by such failure to give notice.

    (b)  An Indemnifying Party may elect to defend, at such Indemnifying
    Party's own expense and by such Indemnifying Party's own counsel, any Third
    Party Claim.  If


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    an Indemnifying Party elects to defend a Third Party Claim, it shall,
    within 10 days of notice of such Third Party Claim (or sooner, if the
    nature of such Third Party Claim so requires), notify the related
    Indemnitee of its intent to do so, and such Indemnitee shall cooperate in
    the defense of such Third Party Claim.  Such Indemnifying Party shall pay
    such Indemnitee's actual out-of-pocket expenses (other than officers' or
    employees' salaries) reasonably incurred in connection with such
    cooperation as such expenses are incurred.  After notice from an
    Indemnifying Party to an Indemnitee of its election to assume the defense
    of a Third Party Claim, such Indemnifying Party shall not be liable to such
    Indemnitee under this Agreement for any legal or other expenses
    subsequently incurred by such Indemnitee in connection with the defense
    thereof; PROVIDED, HOWEVER, that such Indemnitee shall have the right to
    employ separate counsel to represent such Indemnitee if, in such
    Indemnitee's reasonable judgment, a conflict of interest between such
    Indemnitee and such Indemnifying Party exists in respect of such claim, and
    in that event the reasonable fees and expenses of such separate counsel
    shall be paid by such Indemnifying Party as such fees and expenses are
    incurred.  Except as so provided, if an Indemnitee desires to participate
    in the defense of a Third Party Claim, it may do so but it shall not
    control the defense and such participation shall be at its sole cost and
    expense.  If an Indemnifying Party elects not to defend against a Third
    Party Claim, or fails to notify an Indemnitee of its election as provided
    in this Section 4, such Indemnitee may defend, compromise and settle such
    Third Party Claim; PROVIDED, HOWEVER, that no such Indemnitee may
    compromise or settle any such Third Party Claim without prior written
    notice to such Indemnifying Party and except by payment of monetary damages
    or other money payments.  No Indemnifying Party shall consent to entry of
    any judgment or enter into any compromise or settlement which does not
    include as an unconditional term thereof the giving by the claimant or
    plaintiff to such Indemnitee of a release from all liability in respect to
    such Third Party Claim.

    (c)  If any Indemnifying Party chooses to defend any claim, the Indemnitee
    shall make available to such Indemnifying Party any personnel or any books,
    records or other documents within its control that are necessary or
    appropriate for such defense (the cost of copying thereof to be paid by the
    Indemnifying Party).

    (d)  Upon any final determination of a Third Party Claim pursuant to this
    Section 4, the Indemnifying Party shall pay promptly on behalf of the
    Indemnitee, or to the Indemnitee in reimbursement of any amount theretofore
    required to be paid by it, the amount so determined.  Upon the payment in
    full by the Indemnifying Party of any such amount the Indemnifying Party
    shall be subrogated to the rights of such Indemnitee, to the extent not
    waived in settlement, against the person who made such Third Party Claim
    with respect to the subject matter of such claim.



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    (e)  Except to the extent expressly provided otherwise herein, the
    indemnification provided for by this Agreement shall not inure to the
    benefit of any third party or parties and shall not relieve any insurer who
    would otherwise be obligated to pay any claim or the responsibility with
    respect thereto or, solely by virtue of the indemnification provisions
    hereof, provide any subrogation rights respect thereto.

    (f)  Any claim on account of an Indemnifiable Loss which does not result
    from a Third Party Claim shall be asserted by written notice given by the
    related Indemnitee to the related Indemnifying Party.  Such Indemnifying
    Party shall have a period of 30 days within which to respond thereto.  If
    such Indemnifying Party does not respond with such 30-day period, such
    Indemnifying Party shall be deemed to have accepted responsibility to make
    payment and shall have not further right to contest the validity of such
    claim.  If such Indemnifying Party does respond within such 30-day period
    and rejects such claim in whole or in part, such Indemnitee shall be free
    to pursue all available legal actions.

    (g)  If the indemnification provided for in this Agreement is unavailable
    or insufficient to hold harmless an Indemnitee in respect of any
    Indemnifiable Loss, then the "Indemnifying Party shall contribute to the
    amount paid or payable by such Indemnitee as a result of such Indemnifiable
    Loss, in such proportion as is appropriate to reflect the relative fault of
    WCGI and its Affiliates on the one hand and WC and its Affiliates on the
    other hand in connection with the circumstances which resulted in such
    Indemnifiable Loss.  The amount paid or payable by an Indemnitee as a
    result of the Indemnifiable Loss referred to above in this subsection (g)
    shall be deemed to include any legal or other expenses reasonably incurred
    by such Indemnitee in connection with investigating or defending any such
    action or claim.

5.  NOTICES

    All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (i) on
the date of service if served personally on the party to whom notice is to be
given, (ii) on the day of transmission if sent via facsimile transmission to the
facsimile number given below, and telephonic confirmation of receipt is obtained
promptly after completion of transmission, (iii) on the day after delivery to
Federal Express or similar overnight courier or the Express Mail services
maintained by the United States Postal Service, or (iv) on the fifth day after
mailing, if mailed to the party to whom notice is to be given, by first class
mail, registered or certified, postage prepaid and properly addressed, to the
party as follows:


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    If to WC:      Corporate Secretary
                   P. O. Box 8182
                   Missoula, MT 59807
                   Fax No. (406) 721-4794

    If to WCGI:    Corporate Secretary
                   P. O. Box 8148
                   Missoula, MT 59807  
                   Fax No. (406) 728-9265

    Any party may change its address for the purpose of this Section by giving
the other party written notice of its new address in the manner set forth above.

G.  GENERAL

    (a)  Except as otherwise provided in this Agreement, no party hereto shall
    assign this Agreement or any rights or obligations hereunder without the
    prior written consent of the other party hereto and any such attempted
    assignment without such prior written consent shall be void and of no force
    and effect.  This Agreement shall be binding upon, and inure solely to the
    benefit of, the parties hereto and, to the extent provided herein, their
    respective Affiliates and the directors, officers, employees, and agents of
    the parties hereto and their respective Affiliates, and their heirs,
    personal representatives, successors, and permitted assigns.

    (b)  This Agreement may be amended or modified and any of the terms and
    conditions hereof may be waived, only by a written instrument executed by
    the parties hereto, or in the case of a waiver, by the party waiving
    compliance.  Any waiver by either party hereto of any conditions, or of the
    breach of any provision or term in any one or more instances, shall not be
    deemed to be nor construed as further or continuing waiver of any such
    condition, or of the breach of any other provision or term of this
    Agreement.

    (c)  This Agreement contains the entire understanding between the parties
    hereto with respect to the matters specified herein and supersedes and
    replaces all prior and contemporaneous agreements and understandings, oral
    or written, with regard to such matters.

    (d)  In the event that any provision of this Agreement is declared by any
    court or other judicial or administrative body to be null, void or
    unenforceable, such provision shall survive to the extent it is not so
    declared, and all of the other provisions of this Agreement shall remain in
    full force and effect.


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    (e)  Nothing in this Agreement is intended to confer any rights or remedies
    under or by reason of this Agreement on any persons other than WC or WCGI
    and, to the extent provided herein, WC's and WCGI's respective directors,
    officers, employees, agents, and Affiliates and their respective heirs,
    executors, administrators, successors, and permitted assigns.  Nothing in
    this Agreement is intended to relieve or discharge the obligations or
    liability of any third persons to WC or WCGI.  No provision of this
    Agreement shall give any third persons any right of subrogation or action
    over or against WC or WCGI or their respective directors, officers,
    employees, agents, and Affiliates.

    (f)  This Agreement shall be construed, performed and enforced in
    accordance with, and governed by, the internal laws of the State of
    Montana, without giving effect to the principles of conflicts of laws
    thereof.

    (g)  The section and paragraph headings in this Agreement are for reference
    purposes only and shall not affect the meaning or interpretation of this
    Agreement.

    (h)  This Agreement may be executed in counterparts, each of which shall be
    deemed an original, but all of which shall constitute the same instrument.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.


                                            WASHINGTON CORPORATIONS

                                            /s/ LeRoy Wilkes
                                            -----------------------------
                                            LeRoy Wilkes, Vice President


                                            WASHINGTON CONTRACTORS GROUP, INC.

                                            /s/ Darrol N. Groven
                                            -----------------------------
                                            Darrol Groven, President



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