Exhibit
      10.40

    


    Building
      Materials Holding Corporation

    2005
      Bonus
      Program

    BMHC
      OFFICERS

    


    


    Purpose

    


    The
      BMHC bonus plan
      is to provide a financial incentive for BMHC Officers to achieve specific
      financial objectives. The bonus plan is composed of three primary parts: (I)
      eligibility for participation, (II) creation of a bonus pool, and (III-IV)
      payout of the bonus pool.  Our philosophy is to have an ongoing and
      consistent bonus program, however, the directors reserve the right to make
      any
      necessary changes each year to ensure its effectiveness for the shareholders
      and
      plan participants.  Each year, the plan must be approved by the
      Compensation Committee of the Board of Directors and implemented by the
      Chairman, President and Chief Executive Officer.

    


    
      	 	
              I.

            	
              Eligibility
                for Participation

            


    

    


    
      	 	
              1.

            	
              Eligibility
                for Participation in the Bonus
                Program

            


    

    


    Any
      employee newly
      hired or transferred to an eligible position may be placed on the bonus list,
      pro rata, with the approval of the Chairman, President and Chief Executive
      Officer.  A participant whose employment terminates during the year is
      no longer eligible for the plan unless his termination is due to retirement,
      disability, or death.  In such cases, a pro rata bonus payment may be
      made.

    


    
      	 	
              2.

            	
              Participation
                in the Program

            


    

    


    An
      appropriate form will be used at the beginning of the year to identify the
      individuals who will participate in the plan and to indicate what each
      participant's share of the pool will be.  The form will be completed
      at year-end to determine the final bonus awards.

    


    
      	 	
              II.

            	
              Creation
                of a Bonus Pool

            


    

    


    The
      bonus plan
      creation and payout will be based upon the attached outline for BMHC
      Officers.

    


    The
      payout matrix
      may change from year to year to reflect growth of the company.

    


    
      	 	
              III.

            	
              Payout
                of
                the Bonus Pool

            


    

    


    
      	 	
              1.

            	
              The
                payout of
                the bonus pool for BMHC officers will be based on company EBITDA
                (70%) and
                RONI (30%).  The compensation committee of the Board of
                Directors retains the right to review any material extraordinary
                credits
                or charges to company earnings, including charges under the impairment
                of
                asset review, to determine if they should or should not be included
                in
                determining the appropriate net income after tax for bonus computation
                purposes.  In January, prior to the bonus calculations, any
                charges that may be included in this section will be submitted to
                the
                committee for such review.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              2.

            	
              The
                bonus
                pool generated in Section III-1 will be paid out in February for
                those
                eligible employees still employed on December 31.  An additional
                pool will be made available for distribution by the Chairman, President
                and CEO to those key employees who merit such consideration through
                the
                achievement of their objectives, unique accomplishments as well as
                their
                overall performance and that of the company.  This pool will be
                determined by dividing the total of the other than CEO officer payout
                dollars by 90% and multiplying that number by
                10%.

            


    

    


    
      	 	
              3.

            	
              Payments
                under the program formula may be subject to adjustment under the
                provisions of the wage guidelines and/or laws in effect on the date
                of
                distribution.

            


    

     

    
      	 	
              4.

            	
              Discretionary
                Payout

            


    

    


    An
      additional discretionary pool of $200,000 has been approved for the BMHC
      Chairman, President and Chief Executive Officer to award for other special
      circumstances.  The discretionary pool may be used throughout the
      company to recognize outstanding performance at the individual or company level
      and is approved by the Board of Directors taking into consideration the
      following:

    


    
      	 	
              1.

            	
              The
                degree of
                financial success achieved by the
                corporation.

            


    

    


    
      	 	
              2.

            	
              The
                degree to
                which participants manage their responsibilities and the resulting
                effect
                on profitability, i.e., the management, positive or negative, of
                circumstances substantially beyond their control.  This includes
                major market fluctuations, strikes, or major changes in economic
                conditions.

            


    

    


    
      	 	
              IV.

            	
              Communication

            


    

    


    It
      is the responsibility of the Chairman, President and Chief Executive Officer
      to
      assure that all the provisions of the bonus plan are communicated to the
      participants including the potential dollar payouts and requirements necessary
      to achieve those payouts.

    


    
      	 	
              V.

            	
              Reporting

            


    

    


    Financial
      results
      will be calculated during the month of January with the appropriate payouts
      made
      to participants no later than the end of February.

    


    
      	 	
              VI.

            	
              Authorization

            


    

    


    The
      company retains
      the right to amend, modify, or otherwise make revisions to this plan annually
      as
      deemed necessary by the Board of Directors.