Exhibit
      10.91

    


    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment
      Agreement (this "Agreement"), dated April 1, 2004, is entered into between
      Building Materials Holding Corporation (the "Company"), and the undersigned
      employee, William M. Smartt ("Employee").

    


    RECITALS

    


    A.       Employee
      has been elected to the position of Senior Vice President and Chief Financial
      Officer of the Company.

    


    B.       The
      Company desires to obtain the benefit of the services of Employee. 

    


    C.       Employee
      desires to provide his service to the Company as provided for in this
      Agreement.

    


    In
      consideration of
      the compensation paid or to be paid to the Employee and for other good and
      valuable consideration, the Company and the Employee agree as
      follows:

    


    1.       Effective
      Date.  This
      Agreement shall become effective on April 1, 2004 (the "Effective
      Date").

    


    2.       Terms
      of
      Employment.  Subject
      to Section 7 hereof, the Company hereby employs the Employee under the terms
      of
      this Agreement, and the Employee hereby accepts continued employment with the
      Company under the terms of this Agreement, for a period commencing on the
      Effective Date and ending on April 1, 2006 (the "Term"), which may be extended
      for a one year extension upon mutual agreement by Employee and Company. The
      one
      year extension, if exercised, must be mutually agreed upon by the parties prior
      to April 1, 2006.

     

    3.       Duties.  The
      Employee shall serve as the Senior Vice President and Chief Financial Officer
      of
      the Company.

     

    
      4.       Compensation
        and
        Benefits.

    

    


    (a)       Base
      Salary.  During
      the Term, in exchange for the services to be rendered by the Employee and the
      covenants of the Employee in this Agreement, the Company shall compensate the
      Employee with a minimum base salary at the rate of $275,000 per year, subject
      to
      review and evaluation in accordance with the Company's past practice and payable
      in accordance with the Company's compensation practices in effect from time
      to
      time during the Term. The Employee will continue to be eligible to participate
      in the Company's deferred compensation program and will have an annual
      opportunity to elect to defer his salary in accordance with the terms of such
      program. Such right to participate in the deferral of salary will end on the
      expiration of the Term.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)       Bonus.  During
      the Term, the Employee will participate in the Company's regular officers'
      bonus
      plan and the Equity Bonus set forth in Section 5. Payment of the regular
      officers' bonus plan will be pro-rated at the end of the Term for
      2006.

    


    (c)       Employee
      Benefits.  During
      the Term and the extension as provided for herein, Employee shall be entitled
      to
      participate in the Company's benefit plans generally available to its officers,
      employees and their dependents from time to time in accordance with the terms
      thereof. Thereafter, Employee may participate in the Company's health care
      plan
      both individually and with dependant spouse with payment of the premium equal
      to
      one-half of the respective COBRA benefit cost (single, two party or family).
      However, after retirement, when the dependent reaches age 65, the Company health
      care plan will be secondary to Medicare.  The Company will either
      recognize prior service in the industry so that Employee is eligible to
      participate in the Company's Retirement Health Care Plan if tax regulations
      permit, or reimburse Employee's participation in another health care plan up
      to
      the amount that the Company would have otherwise contributed for Employee's
      participation in the BMHC Retirement Health Care Plan. Employee shall be
      eligible to participate in the Company's Long Term Incentive Plan to the same
      extent as similar employees of the Company through 2006 and the extension of
      the
      Term, and the parties acknowledge that such plan currently provides payouts
      based on the Company's operating performance on three year cycles. Partially
      completed cycles will be paid out on a pro-rated basis at the end of the term
      of
      each cycle. Employee will also be entitled to the Company's PTO Plan (minimum
      of
      4 weeks per year), to be taken at a time acceptable to the Company with regard
      to its operations.

    


    (d)       Expenses.  The
      Company shall promptly reimburse Employee for any reasonable business expense
      incurred by Employee in connection with the business of the Company if (1)
      it is
      of a nature qualifying it as a proper deduction on the federal and state income
      tax return of the Company for the relevant period; (2) Employee furnishes to
      the
      Company adequate records and other documentary evidence required by federal
      and
      state statutes and regulations issued by the appropriate taxing authorities
      for
      the substantiation of each such expenditure as an income tax deduction; and
      (3)
      such reimbursement is in accord with the internal policies and procedures of
      the
      Company.

    


    5.       Equity
      Bonus.  To
      secure the benefits of Employee's services during the Term, Company agrees
      to
      provide to Employee an Equity Bonus which grants to Employee 30,000 units valued
      at a minimum of $15 per unit. At the end of the Term on April 1, 2006, Employee
      will be paid a cash bonus equal to the greater of (1) 30,000 multiplied times
      the average price of the Company's stock on the 5 business days immediately
      preceding the end of the Term, or (2) $450,000 which is equal to $15 per unit.
      The Equity Bonus shall be paid within 30 days following then end of the Term.
      Employee must be employed by the Company at the end of the Term in order to
      receive payment of the Equity Bonus, and the Equity Bonus shall be forfeited
      in
      its entirety if Employee voluntarily or involuntarily terminates employment
      prior to the completion of the Term. If employment is terminated as a result
      of
      death or disability of Employee, the Equity Bonus will be calculated as
      described above as of the date of death or disability and a prorated amount
      paid
      (bonus amount multiplied by fraction of portion of Term completed divided by
      2
      years) within 30 days of such date.

    


    To
      encourage the Employee to continue with the Company through the one-year
      extension, Company agrees to provide to Employee an Equity Bonus, which grants
      to Employee 10,000 units at the beginning of the one-year extension thereafter
      valued at $15 per unit. At the end of each one-year extension, Employee will
      be
      paid a cash bonus equal to the greater of (1) 10,000 multiplied times the
      average price of the Company's stock on the 5 business days immediately
      preceding the end of the one-year extension of the Term, or (2) $150,000, which
      is equal to $15 per unit. If Employee leaves the Company voluntarily or is
      terminated for cause (as described within Paragraph 8(a)) before the end of
      the
      one year extension of the Term, Employee forfeits the right to any equity bonus
      under this paragraph. In the event that Employee is terminated without cause
      (as
      described within Paragraph 8(b)), the equity bonus shall be redeemed on the
      date
      of termination and calculated by the price of the Company's stock on the date
      of
      termination.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
      the
      foregoing, if there is a Change of Control of the Company, the Equity Bonus
      will
      immediately vest in full upon such Change of Control; valued in accordance
      with
      Section 5 with the market value being the closing stock price on the 5 business
      days immediately preceding the Change of Control, and paid within 30 days of
      the
      Change of Control. A "Change of Control" 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 transaction or (y) any sale, lease, exchange or other
      transfer (in one transaction or a series of related transactions) of all or
      substantially all 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 Section 13(d) or 14(d) of the
      Exchange Act, shall become the 'beneficial owner' (as defined in Rule 13d-3
      under the Securities Exchange Act of 1934, as amended directly or indirectly
      of
      50% or more of the Company's outstanding Common Stock.

    


    
      	 	
              6.

            	
              Confidential
                Information.

            


    

    


    6.1       Definition
      of
      Confidential Information.  Company
      is in the business of providing building material services and has built up
      an
      established and extensive trade and reputation in the industry. Company has
      developed and continues to develop commercially valuable technical and
      non-technical information ("Confidential Information") that is proprietary
      and
      confidential and/or constitutes Company's "trade secrets." Such Confidential
      Information, which is vital to the success of Company's business, includes,
      but
      is not necessarily limited to; system documentation, data compilations, manuals,
      methods, techniques, processes, customers, prospective customers, suppliers,
      prospective suppliers, contracts with suppliers and customers, sales proposals,
      methods of sales, marketing research and data, pricing policies, cost
      information, financial information, business plans, specialized requests of
      Company's customers, and other materials and documents developed by Company.
      Confidential Information does not include, however, information which (i) is
      or
      becomes generally available to the public other than as a result of a disclosure
      by Employee, (ii) was available to Employee on a non-confidential basis prior
      to
      its disclosure by Company, or (iii) becomes available to Employee on a
      non-confidential basis from a person other than Company who is not otherwise
      bound by a confidentiality agreement with Company, or is not otherwise
      prohibited from transmitting the information to Employee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.2       Employee
      Access
      to Confidential Information.  The
      Company agrees to give Employee such access as is necessary to enable Employee
      to perform Employee's job function.

    


    6.3       Nondisclosure
      of
      Confidential Information.  Employee
      shall not, at any time, either during employment or during a period of five
      years subsequent to employment (i) directly or indirectly, disclose or divulge
      any Confidential Information to any person not then employed by Company, unless
      authorized or directed by Company or (ii) appropriate any Confidential
      Information for use other than performance of Employee's duties hereunder.
      If
      Company authorizes or directs Employee to disclose Confidential Information
      to
      any such third party, Employee must ensure that a signed confidentiality
      agreement is or has been obtained from the third party to whom Confidential
      Information is being disclosed and that all Confidential Information so
      disclosed is clearly marked "Confidential"

    


    6.4       Return
      of
      Confidential and Other Information.  All
      Confidential Information provided to Employee, and all documents and things
      prepared by Employee in the course of Employee's employment, including but
      not
      necessarily limited to correspondence, manuals, letters, notes, lists,
      notebooks, reports, flow-charts, proposals, day-timers, planners, calendars,
      schedules, discs, financial plans and information, business plans, and other
      documents and records, whether in hard copy or otherwise, and any and all copies
      thereof, are the exclusive property of Company and shall be returned immediately
      to Company upon termination of employment or upon Company's request at any
      time.

    


    
      	 	
              7.0

            	
              Enforcement.

            


    

    


    7.1       Reasonableness
      of Restrictions.  Employee
      acknowledges that compliance with this Agreement, including but not limited
      to
      Section 6, is reasonable and necessary to protect Company's legitimate business
      interests, including but not limited to the Company's goodwill and maintaining
      the confidentiality of Company's Confidential Information.

    


    7.2       Irreparable
      Harm.  Employee
      acknowledges that a breach of Employee's obligations under this Agreement will
      result in great, irreparable and continuing harm and damage to Company for
      which
      there is no adequate remedy at law.

    


    7.3       Injunctive
      Relief.  The
      parties agree that in the event either party breaches this Agreement, the
      non-breaching party shall be entitled to seek, from any court of competent
      jurisdiction, preliminary and permanent injunctive relief to enforce the terms
      of this Agreement, in addition to any and all monetary damages allowed by law,
      against the other party.

    


    7.4       Extension
      of
      Covenants.  In
      the
      event Employee violates anyone or more of the covenants contained in Section
      6
      of this Agreement, Employee agrees that the term of each such covenant so
      violated shall be automatically extended for a period equal to the period during
      which Employee is in violation of such covenants.

    


    7.5       Judicial
      Modification.  Section
      6 of this Agreement shall be deemed to consist of a series of separate
      covenants, one for each line of business carried on by Company and each county
      in California. The parties expressly agree that the character, duration and
      geographical scope of such provisions in this Agreement are reasonable in light
      of the circumstances as they exist on the date upon which this Agreement has
      been executed. The parties have attempted to limit the Employee's right to
      solicit employees and customers only to the extent necessary to protect
      Company's goodwill, proprietary and/or Confidential Information, and other
      business interests. The parties recognize, however, that reasonable people
      may
      differ in making such a determination. Consequently, the parties hereby agree
      that a court having jurisdiction over the enforcement of this Agreement shall
      exercise its power and authority to reform Employee's covenants under Section
      6
      above to the extent necessary to cause the limitations contained therein as
      to
      time, geographic area and scope of activity to be restrained to be reasonable
      and to impose a restraint that is not greater than necessary to protect
      Company's goodwill, Confidential Information, and other business
      interests.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.6       Attorney
      Fees.  In
      the
      event of any action in law or in equity for the purposes of enforcing any of
      the
      provisions of this Agreement, the prevailing party as determined by the trier
      of
      fact shall be entitled to recover its reasonable attorney fees, plus court
      costs
      and expenses, from the other party, to the extent permitted by applicable
      law.

    


    
      	 	
              8.

            	
              Termination.

            


    

    


    (a)       Termination
      for
      Cause.  If
      the
      Employee's employment is terminated by the Company for Cause, the Employee
      will
      be entitled to receive only base salary earned but unpaid through the date
      of
      termination, and the Company will not be required to make any payment under
      the
      Equity Bonus Plan or any other benefits or payment, by way of salary, bonus
      or
      other compensation or damages of any kind. Cause means (i) the Employee has
      been
      convicted of, or pleaded nolo contendere to, a felony; (ii) the Employee has
      willfully failed to perform his obligations under this Agreement; (iii) the
      Employee has committed an act of fraud upon, or willful misconduct toward,
      the
      Company; or (iv) the Employee has otherwise materially breached this
      Agreement.

    


    (b)       Termination
      Without Cause.  If
      the
      Company terminates the Employee's employment without Cause, the Employee shall
      be entitled to receive base salary the time remaining from the effective date
      of
      termination to the end of the Term, payable in accordance with the Company's
      payroll practices in effect on the date of termination, continuation of benefits
      in accordance with the applicable plans, payment of a pro-rata portion of the
      Equity Bonus within 30 days following termination. The prorate amount of Equity
      Bonus shall be calculated by calculating the amount owed on the termination
      date
      as if it were the end of the term and multiplying that amount by a fraction
      of
      which the nominator is the number of months of employment prior to termination
      and the denominator is 24, and payment of the pro rated portion of any other
      bonus that Employee may be entitled to under the Company's Long Term Incentive
      Plan pursuant to the terms thereof. Upon termination by the Company of the
      Employee without Cause, except as provided in this Section the Company will
      not
      be required to make any other payment, by way of salary, bonus or other
      compensation or damages of any kind.

    


    (c)       Termination
      Upon
      Death or Disability.  If
      the
      Employee's employment is terminated as a result of death or disability, the
      Employee will be entitled to receive the base salary earned but unpaid through
      the date of termination, a portion of the Equity Bonus pro rated over the Term
      and the pro rated portion of any other bonus that Employee may be entitled
      to
      under the Company's bonus and Long Term Incentive Plans pursuant to the
      respective terms thereof. The Company may terminate the Employee's employment
      hereunder attributable to the disability of the Employee if the Employee becomes
      physically or mentally incapacitated or disabled so that he is unable to perform
      for the Company substantially the same services as he performed
      prior to
      incurring such incapacity or disability, and such incapacity or disability
      exists for an aggregate of 180 days in any 360 day period. The Company, at
      its
      option and expense, is entitled to retain a physician reasonably acceptable
      to
      the Employee to determine or confirm the existence of such incapacity or
      disability, and the determination of such physician shall be binding upon the
      Company and the Employee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)       Resignation
      By
      The Employee.  If,
      for
      any reason, Employee wishes to terminate the employment, Employee agrees to
      provide the Company with ninety days written notice prior to terminating the
      employment. If the Employee's employment is terminated by the Employee for
      any
      reason, the Employee will be entitled to receive only salary earned but unpaid
      through the date of termination and any benefits that Employee may be entitled
      to as a person retiring after the age of 55 pursuant to the terms and conditions
      of the Company's normal benefit plans, and the Company will not be required
      to
      make any other payment, by way of salary, bonus, benefits or other compensation
      or damages of any kind.

    


    
      	 	
              9.

            	
              Miscellaneous.

            


    

    


    (a)       Governing
      Law.  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      internal, substantive laws of the State of California, without giving effect
      to
      the conflict of laws rules thereof.

    


    (b)       Amendment:
      Waiver.  No
      amendment or modification of this Agreement shall be binding unless it is in
      writing signed by the parties. The waiver by any party to this Agreement of
      a
      breach of any provision hereof by any other party shall not be construed as
      a
      waiver of any subsequent breach by any party.

    


    (c)       Entire
      Agreement.  This
      Agreement represents the entire agreement between the parties regarding the
      Employee's employment by the Company.

    


    (d)       Binding
      Effect.  This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto, the Parent and, to the extent expressly provided and permitted herein,
      to their respective successors and assigns, and no other person shall acquire
      or
      have any right under or by virtue of this Agreement.

    


    (e)       Severability
      of
      Provisions.  If
      any
      provision or any portion of any provision of this Agreement, or the application
      of any such provision or any portion thereof to any person or circumstance,
      shall be held invalid or unenforceable, the remaining portion of such provision
      and the remaining provisions of this Agreement, and the application of such
      provision or portion of such provision as is held invalid or unenforceable
      to
      persons or circumstances other than those as to which it is held invalid or
      unenforceable, shall not be thereby affected.

    


    (f)       Arbitration
      and
      Attorneys Fees.  Any
      and
      all disputes between the Employee and Company, or its Affiliates, agents,
      employees or representatives, concerning this Agreement or the parties'
      employment relationship, that cannot be resolved by negotiation between the
      parties, shall be resolved by final and binding arbitration to be conducted
      in
      Boise, Idaho, according to Idaho law and the rules of the American Arbitration
      Association then in effect. This agreement to arbitrate covers and includes,
      without limitation, any claims concerning in any way the subject of the
      Employee's employment, including but not limited to claims of discrimination
      or
      other claims under Title VII of the Civil Rights Act of 1964, the Age
      Discrimination in Employment Act, the Americans with Disabilities Act, the
      Employee Retirement Income Security Act, the Family and Medical Leave Act,
      or
      any other federal, state, or local law or regulation now in existence or
      hereinafter enacted and as amended from time to time concerning in any way
      the
      subject of the Employee's employment. The arbitration provided for herein shall
      be in lieu of any civil action, and any decision resulting from such arbitration
      shall be final and binding, and enforceable by any competent court of law.
      The
      prevailing party in any such arbitration or court action to enforce arbitration
      shall be entitled to recover his/her/its expenses, including attorneys'
      fees.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)       Affiliates.  For
      the
      purposes of this Agreement, the term "affiliate" shall mean any entity
      controlling, controlled by or under common control with the named
      party.

    


    (h)       Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but of which taken together shall constitute one and the
      same agreement.

    


    


    


    __________________________________________

    William
      M.
      Smartt

     

    


    BUILDING
      MATERIALS
      HOLDING CORPORATION

    


     

    By:_________________________________________

    
      Robert E. Mellor, Chairman, President and 

    Chief
      Executive
      Officer