Exhibit
      10.27

    


    STOCK
      OPTION AGREEMENT

    


    OF

    


    BMC
      WEST
      CORPORATION

    


    This
      Stock Option
      Agreement (this “Agreement”) is made and entered into as of February 6, 1997
      (the “Date of Grant”), by and between BMC West Corporation, a Delaware
      corporation (the “Company”), and Robert E. Mellor, as Optionee.

    


    RECITALS

    


    WHEREAS,
      Optionee
      is currently a director of the Company, and has agreed to serve as the President
      and Chief Executive Officer and as a director of the Company’s parent
      (“Holdings”) after the Company’s corporate reorganization occurs, pursuant to
      which the Company will merge with and into a subsidiary of Holdings and, as
      a
      result, the Company will become a wholly-owned subsidiary of Holdings;
      and

    


    WHEREAS,
      the Board
      of Directors of the Company (the “Board”) has approved the grant to Optionee of
      an option to purchase shares of the common stock of the Company (the “Common
      Stock”), on the terms and conditions set forth herein.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in
      consideration of the foregoing recitals and the covenants set forth herein,
      the
      parties hereto hereby agree as follows:

    


    1.  Grant
      of Option;
      Vesting; Certain Terms and Conditions.
      The Company
      hereby grants to Optionee, and Optionee hereby accepts, as of the Date of Grant,
      an option to purchase 50,000 shares of Common Stock (the “Option Shares”) at an
      exercise price of $12.50 per share (the “Exercise Price”), which option shall
      expire at 5:00 o’clock p.m., Boise, Idaho time, on February 5, 2007 (the
“Expiration Date”) and shall be subject to all of the terms and conditions set
      forth in this Agreement (the “Option”). This Option shall vest and become
      exercisable with respect to a certain number of Option Shares when the Fair
      Market Value (as defined in Section 4(a) below) of the Common Stock reaches
      certain values, all in accordance with the schedule below. In order for the
      vesting thresholds set forth below to be triggered, the Fair Market Value of
      the
      Common Stock must be greater than or equal to the amount designated below for
      ten (10) consecutive trading days or for twenty (20) trading days in any thirty
      (30) trading day period. Once a threshold is triggered, this Option shall remain
      exercisable as to the installment associated with such threshold notwithstanding
      a subsequent decrease in the stock price. 

    


    
      	
              Fair
                Market Value 

              to
                be
                Reached*

            	
              Number
                of
                Option Shares 

              Vesting
                When Common Stock 

              Reaches
                Fair Market Value

            
	 	 
	
              $15.00

            	
              25,000
                shares

            
	 	 
	
              $18.00

            	
              12,500
                shares

            
	 	 
	
              $21.00

            	
              12,500
                shares

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    *
      Fair Market Value will be adjusted for stock splits, reverse stock splits,
      stock
      dividends, recapitalizations and similar events.

    


    All
      option shares
      shall vest, if not earlier vested pursuant to the terms of this Section 1,
      on
      February 6, 2002, regardless of the Fair Market Value of the Common Stock prior
      to or as of such date.

    


    This
      Option is
not
      intended to
      qualify as an incentive stock option under Section 422 of the Internal Revenue
      Code.

    


    
      	2.  	
                
Acceleration
                and
                Termination of Option.
                

            


    

    


               (a)       
      Termination of Employment.

    


    (i)  Death
      or
      Permanent Disability.
      If Optionee shall
      cease to be an employee, director and officer (collectively, “Employment”) of
      the Company and/or any of its parents or subsidiaries (a “Termination”) by
      reason of the death or permanent disability of Optionee, then (A) the portion
      of
      this Option that has not vested on or prior to the date of such Termination
      of
      Employment shall terminate on such date and (B) the remaining vested portion
      of
      this Option shall terminated upon the earlier of the Expiration Date or the
      date
      which is twelve (12) months after the date of such Termination of Employment.
      Optionee shall not be deemed to have a permanent disability until proof of
      the
      existence thereof shall have been furnished to the Compensation Committee of
      the
      Board (the “Committee”) or to the Board in such form and manner, and at such
      times, as the Committee or Board may require. Any determination by the Committee
      or Board that Optionee does or does not have a permanent disability shall be
      final and binding upon the Company and Optionee.

    


    (ii)  Retirement
      After
      Age 65.
      If Optionee’s
      Employment is Terminated by reason of Optionee’s retirement in accordance with
      the Company’s then-current retirement policy (or the then-current retirement
      policy of any of the Company’s parents or subsidiaries, if applicable) after age
      65 (“Retirement”), then (A) the portion of the Option that has not vested on or
      prior to the date of such Retirement shall terminate on such date and (B) the
      remaining vested portion of the Option shall terminate upon the earlier of
      the
      Expiration Date or the date which is thirty-six (36) months after the date
      of
      such Retirement.

    


    (iii)  Termination
      for
      Cause.
      If Optionee’s
      Employment is Terminated for Cause (as defined below), then this Option shall
      terminate upon the date of such Termination of Employment and shall cease to
      be
      exercisable. Employment shall be deemed to have been terminated for “Cause” if
      Optionee is determined by the Board to have willfully breached his duty in
      the
      course of Employment or to have committed an act of embezzlement, fraud,
      dishonesty or deliberate disregard of the rules of the Company and/or any of
      its
      parents or subsidiaries or engaged in any conduct which constitutes unfair
      competition with the Company and/or any of its parents or subsidiaries (as
      determined by the Board acting in its sole discretion).

    


    (iv)  Other
      Termination.
      If Optionee’s
      Employment is Terminated for no reason, or for any reason other than Retirement,
      death or permanent disability, or for Cause, then (A) the portion of this Option
      that has not vested on or prior to the date of such Termination of Employment
      shall terminate on such date and (B) the remaining vested portion of this Option
      shall terminate upon the earlier of the Expiration Date or the date which is
      twelve (12) months after the date of such Termination of
      Employment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Events
      Causing
      Acceleration of Option.
      The Committee or
      Board, in its sole discretion, may accelerate the exercisability of this Option
      at any time and for any reason. In the event of a Change in Control of the
      Company (as defined below), this Option shall become immediately exercisable
      in
      full. A “Change in Control” of the Company shall be deemed to have occurred if
      (i) there shall be consummated (x) any consolidation or merger of the Company
      in
      which the Company is not the continuing or surviving corporation or pursuant
      to
      which shares of the Company’s Common Stock would be converted into cash,
      securities or other property, other than a merger of the Company in which the
      holders of the Company’s Common Stock immediately prior to the merger have the
      same proportionate ownership of common stock of the surviving corporation
      immediately after the merger, or (y) any sale, lease, exchange or other transfer
      (in one transaction or series of related transactions) of all, or substantially
      all, of the assets of the Company, or (ii) the stockholders of the Company
      approve a plan or proposal for the liquidation or dissolution of the Company,
      or
      (iii) any “person” (as defined in sections 13(d) and 14(d) of the Exchange Act),
      shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
      Act), directly or indirectly, of fifty (50%) percent or more of the Company’s
      outstanding Common Stock, or (iv) during any period of two consecutive years;
      individuals who at the beginning of such period constitute the entire Board
      shall cease for any reason to constitute a majority thereof unless the election,
      or the nomination for election by the Company's stockholders, of each new
      director was approved by a vote of at least two-thirds of the directors then
      still in office who were directors at the beginning of the period.
      Notwithstanding the above, a Change of Control shall not be deemed to have
      occurred in connection with a transaction resulting in a merger, consolidation,
      sale of assets or sale of securities if such transaction has been initiated
      (in
      contrast to an action in response to or resulting from receipt of an offer
      or
      its equivalent from a third party) at the direction of the Board acting with
      the
      approval of a majority of the independent directors.

    


    (c)  Other
      Events
      Causing Acceleration and Termination of Option.
      In the event of
      (a) a dissolution or liquidation of the Company, or (b) a merger or
      consolidation in which the Company is not the surviving corporation, the Company
      shall give to the Optionee, at the time of adoption of the plan for liquidation,
      dissolution, merger or consolidation, either: a reasonable time thereafter
      within which to exercise this Option in full, prior to the effectiveness of
      such
      liquidation, dissolution, merger or consolidation, at the end of which time
      this
      Option shall terminate; or the right to exercise this Option in full as to
      an
      equivalent number of shares of stock of the corporation succeeding the Company
      or acquiring its business by reason of such liquidation, dissolution, merger
      or
      consolidation.

    


    3.  
Adjustments.
      In the event that
      the outstanding securities of the class then subject to this Option are
      increased, decreased or exchanged for or converted into cash, property and/or
      a
      different number or kind of securities, or cash, property and/or securities
      are
      distributed in respect of such outstanding securities, in either case as a
      result of a reorganization, merger, consolidation, recapitalization,
      reclassification, dividend (other than a regular, quarterly cash dividend)
      or
      other distribution, stock split, reverse stock split or the like, or in the
      event that substantially all of the property and assets of the Company are
      sold,
      then, unless such event shall cause this Option to terminate pursuant to Section
      2(c) hereof, the Committee or Board shall make appropriate and proportionate
      adjustments in the number and type of shares or other securities or cash or
      other property that may thereafter be acquired upon the exercise of this Option;
      provided, however, that any such adjustments in this Option shall be made
      without changing the aggregate Exercise Price of the then unexercised portion
      of
      this Option. In the event any fractional shares of stock would result on account
      of any such adjustment, then the number of shares shall be rounded upward to
      the
      nearest whole share.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.  
Manner
      of
      Exercise.
      This Option shall
      be exercisable during Optionee’s lifetime only by Optionee or his Permitted
      Transferee (as defined in Section 7(b) herein), and after Optionee’s death only
      by the Permitted Transferee or the person or entity entitled to do so under
      Optionee’s or Permitted Transferee’s last will and testament, whichever is
      applicable, or applicable intestate law. This Option may be exercised with
      respect to all or any part of the Option Shares then subject to such exercise
      as
      follows:

    


    (a)  By
      giving the
      Company written notice of such exercise specifying the number of the Option
      Shares as to which the Option is so exercised and accompanied by an amount
      equal
      to the aggregate Exercise Price of such shares, in the form of any one or
      combination of (i) cash, a certified check or postal or express money order
      payable to the order of the Company in lawful money of the United States, (ii)
      shares of Common Stock previously acquired by Optionee, in satisfaction of
      all
      or portion of such aggregate Exercise Price, and any Common Stock so delivered
      shall be valued at its Fair Market Value on the date of exercise; provided,
      however, that any Options may not be exercised by the delivery of Common Stock
      more frequently than at six-month intervals, or (iii) delivery of a properly
      executed exercise notice together with such other documentation as the Committee
      or Board, and the broker, if applicable, shall require to effect an exercise
      of
      the Option and delivery to the Company of the sale proceeds required to pay
      the
      aggregate Exercise Price.

    


    “Fair
      Market Value”
as used in this Agreement shall mean (i) if the Common Stock is listed on the
      New York Stock Exchange or any other established stock exchange or on the Nasdaq
      National Market, the closing sales price of the Common Stock on the relevant
      date as reported in the Wall
      Street
      Journal,
      (ii) if the
      Common Stock is not then listed on an exchange or traded on the Nasdaq National
      Market, the average of the closing bid and asked prices per share for the Common
      Stock in the over-the-counter market as quoted on Nasdaq on such date, or (iii)
      if the Common Stock is not then listed on an exchange or quoted on Nasdaq,
      an
      amount determined in good faith by the Board or the Committee.

    


    (b)  
If
      required by the
      Company, by giving satisfactory assurance in writing, signed by Optionee or
      his
      or her legal representative, that such shares are not being purchased with
      a
      view to the distribution thereof; provided, however, that such assurance shall
      be deemed inapplicable to (1) any sale of such shares by the Optionee subject
      to
      a registration statement covering such sale, which has heretofore been (or
      may
      hereafter be) filed and become effective under the Securities Act of 1933,
      as
      amended (the “1933 Act”), and with respect to which the registration statement
      is current and no stop order suspending the effectiveness thereof has been
      issued, and (2) any other sale of such share with respect to which, in the
      opinion of counsel for the Company, such assurance is not required to be given
      in order to comply with the provisions of the 1933 Act.

    


    As
      soon as practicable after receipt of the written notice(s) required by this
      Section 4 from Optionee, the Company shall, without transfer or issue tax or
      other incidental expenses to Optionee, deliver to Optionee at the office of
      the
      Company, or such other place as may be mutually acceptable to the Company and
      Optionee, a certificate or certificates for such shares, which certificate
      or
      certificates may bear such legend or legends with respect to restrictions on
      transfer as counsel for the Company deems to be required by applicable
      provisions of law and this Agreement; provided, however, that nothing herein
      shall be deemed to impose upon the Company any obligation to deliver any shares
      of Common Stock to the Optionee if, in the opinion of counsel for the Company,
      doing so would violate any provision of: (i) the 1933 Act; (ii) the Exchange
      Act; (iii) any applicable listing requirements of any national securities
      exchange; (iv) any state securities regulation or “Blue Sky” laws; or (v)
      requirements under any other law or regulation applicable to the issuance or
      transfer of such shares. In no event shall the Company be required to take
      any
      affirmative action to comply with any of such laws, regulations or requirements,
      nor shall the Company be liable for any failure to deliver shares of Common
      Stock because of such shares have not been registered or because a registration
      statement with respect thereto is not current or because such delivery would
      otherwise be in violation of any applicable law or regulation. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  
Payment
      of
      Withholding Taxes.
      By accepting this
      Option, the Optionee, both personally and on behalf of any person to whom
      Optionee’s rights under this Option shall pass by will or the laws of descent
      and distribution, agrees that, if the Company so requires, whenever Option
      Shares are to be issued by reason of the exercise of this Option, the Optionee
      or such other person who is to receive such stock will remit to the Company,
      prior to the delivery of any certificate or certificates for such shares, all
      or
      any part of an amount determined by the Company in its discretion to be
      sufficient to satisfy federal, state and local withholding tax requirements
      which the Company, or its counsel, determine may be payable with respect to
      such
      exercise. Such withholding may be paid in cash, by check payable to the Company
      or be delivery of shares of the Company’s Common Stock, valued at the Fair
      Market Value of such Common Stock on the date of delivery or by surrender of
      a
      portion of this Option. 

    


    6.  
Notices.
      All notices and
      other communications required or permitted to be given pursuant to this
      Agreement shall be in writing and shall be deemed given if delivered personally
      or five (5) days after mailing by certified or registered mail, postage prepaid,
      return receipt requested, to the Company at 1475 Tyrell Lane, Boise, Idaho
      83706, Attention: Treasurer, or to Optionee at the address set forth beneath
      his
      or her signature on the signature page hereto, or at such other addresses as
      they may designate by written notice in the aforesaid manner.

    


    7.  
Transferability.

    


    (a)  Subject
      to the
      provisions of Section 7(b), neither this Option nor any interest therein may
      be
      sold, assigned conveyed, gifted, pledged, hypothecated or otherwise transferred
      in any manner other than by will or the laws of descent and distribution. The
      transfer by Optionee to a trust created by Optionee for the benefit of Optionee
      or Optionee’s family which is revocable at any and all times during Optionee’s
      lifetime by Optionee and as to which Optionee is the sole trustee during his
      or
      her lifetime, will not be deemed to be a transfer for purposes of this
      Agreement. Under such rules and regulations as the Committee or Board may
      establish, a beneficiary may be designated with respect to an Option grant
      in
      the event of the death of Optionee. If the estate of Optionee is the beneficiary
      with respect to the grant, any rights with respect to such grant may be
      transferred to the person or entity (including a trust) entitled thereto under
      the will of Optionee or pursuant to the laws of descent and distribution. In
      the
      event of any attempt by Optionee to alienate, assign, pledge, hypothecate,
      or otherwise dispose of the option or of any right hereunder, except as
      provided for herein, or in the event of the levy of any attachment, execution,
      or similar process upon the rights or interest hereby conferred, the Option
      shall thereupon become null and void and of no effect.

    


    (b)  Notwithstanding
      the
      provisions of Section 7(a), the Committee or Board may, in its discretion,
      authorize and permit all or a portion of the Option to be transferred by such
      Optionee to (i) the spouse, children or grandchildren of the Optionee
      (collectively, “Immediate Family Members”), (ii) a trust or trusts for the
      exclusive benefit of such Immediate Family Member, (iii) a partnership in which
      such Immediate Family Members are the only partners, or (iv) any other person
      or
      entity that the Committee or Board, in its discretion, may permit (collectively,
      when so approved by the Committee or Board, a “Permitted Transferee”); provided
      that subsequent transfers of transferred Options shall be prohibited except
      those in accordance with Section 7(a). Following transfer, any such Options
      shall continue to be subject to the same terms and conditions as were applicable
      immediately prior to transfer, provided that for purposes of Sections 2(c),
      4(a), 4(b), 5, 6, 7(a), 9, 11, and 12 hereof the term “Optionee” shall be deemed
      to refer to the Permitted Transferee. The events of termination of employment
      of
      Section 2(a) hereof shall continue to be applied with respect to the original
      Optionee, following which the Options shall be exercisable by the Permitted
      Transferee only to the extent, and for the periods specified in Section 2(a).
      The Company shall have no obligation to notify the Permitted Transferee as
      to
      events that may affect the exercisability or expiration of the Option including,
      without limitation, the original Optionee’s termination of Employment. Before
      any transfer becomes effective, the intended transferee (or his/her parents
      or
      legal guardians) must execute an assumption agreement describing the rights
      and
      obligations of the intended transferee including, without limitation, who has
      the power to exercise the Option (if the intended transferee is a minor,
      partnership, trust or corporation or otherwise it is not readily apparent who
      has the authority to exercise such Option), who is responsible for taxes and
      to
      whom notices are to be delivered.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.  
      Stockholder
      Rights.
      No person or
      entity shall be entitled to vote, receive dividends or be deemed for any purpose
      the holder of any Option Shares until this Option shall have been duly exercised
      to purchase such Option Shares in accordance with the provisions of this
      Agreement.

    


    9.  
      Regrants.
      The Committee or
      the Board may, with the consent of Optionee, amend this Agreement or adopt
      a new
      agreement in lieu of this Agreement to take into account a decrease in the
      Fair
      Market Value of the Common Stock, or for any other reason the Committee or
      the
      Board shall deem appropriate provided that, any new or amended Agreement granted
      hereunder shall have an exercise price not less than one hundred percent (100%)
      of the Fair Market Value at the date of regrant or amendment.

    


    10.       Employment
      Rights: Other Plans.
      No provisions of
      this Agreement or of this Option granted hereunder shall (a) confer upon
      Optionee any right to continue in the employ of or to associate with the Company
      or any of its parents or subsidiaries, (b) affect the right of the Company
      and
      each of its parents and subsidiaries to terminate the Employment of Optionee,
      with or without cause, or (c) confer upon Optionee any right to participate
      in
      any employee welfare or benefit plan or other program of the Company or any
      of
      its parents or subsidiaries other than this Agreement. Nothing in this Agreement
      is intended to be a substitute for, or shall preclude or limit the establishment
      or continuation of, any other plan, practice or arrangement for the payment
      of
      compensation or benefits to Optionee, which the Company or its parents or
      subsidiaries now has or may hereafter lawfully put into effect, including,
      without limitation, any retirement, pension, insurance, stock purchase,
      incentive compensation or bonus plan. Optionee hereby acknowledges and agrees
      that the Company and each of its parents and subsidiaries may terminate the
      Employment of Optionee at any time and for any reason, or for no reason, unless
      Optionee and the Company or such parent or subsidiary are parties to a written
      employment or other agreement that expressly provides otherwise.

    


    11.        Binding
      Effect
      of Agreement.
      This Agreement
      shall be binding upon and inure to the benefit of any successors and assigns
      of
      the Company or its parents or subsidiaries and upon Optionee and Optionee’s
      heirs, executors, administrators, personal representatives, permitted assignees
      and successors in interest.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12.         
      Interpretation.
      The
      interpretation and construction of this Agreement by the Committee or Board,
      where specifically reserved to the Committee or Board pursuant to this
      Agreement, shall be final and binding upon Optionee. Questions of interpretation
      of any of the provisions of this Agreement not specifically reserved for
      interpretation by the Committee or the Board shall be resolved by legal counsel
      for the Company selected by the Board.

    


    13.    Governing
      Law.
      This Agreement
      and the Option granted hereunder shall be governed by and construed and enforced
      in accordance with the laws of the State of Delaware, excluding the choice
      of
      law provisions thereof.

    


    IN
      WITNESS WHEREOF, the Company and Robert E. Mellor, as Optionee, have duly
      executed this Agreement as of the Date of Grant.

    


    


    BMC
      WEST
      CORPORATION

    


    By:_________________________

    


    


    Title:________________________

    


    


    /s/
      Robert E.
      Mellor                        


     

                                          
                      


    Street
      Address

    


                                    
                             

    City,
      State and Zip
      Code

    


                         
                                       


    Social
      Security
      Number