Exhibit
      10.42

    


    Building
      Materials Holding Corporation

    2005
      Bonus
      Program

    BMC
      Construction Management

    


    Purpose

    


    The
      BMC
      Construction staff bonus plan is to provide a financial incentive for select
      BMC
      Construction management 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 BMHC CAO will work with outside
      independent consultants and/or the CFO and insure that total compensation of
      the
      participants is reasonable in relation to performance metrics and that internal
      equity within BMHC is maintained.  After review by the CAO the plan
      will be sent on to the Compensation Committee.  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 of BMHC
      and
      the CEO of BMC Construction.

    


    
      	 	
              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 CEO of BMC Construction.  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 pool for
      BMC Construction management staff is proposed to be one percent (1.0%) times
      BMC
      Construction (BMCC) EBITA earnings, and four percent (4.0%) times BMCC pre-tax
      economic profit and zero point three five percent (0.35%) times BMHC EBITA
      and
      one point four percent (1.4%) times BMHC pre-tax economic
      profit.  Final percentage numbers for 2005 will be determined upon
      receiving the most current forecast prior to 8-1-2005.

    


    The
      bonus plan
      creation and payout will be based upon the attached excel sheet outline for
      BMC
      Construction management.  The detail calculations of the pool amount
      and awards will be prepared independent of BMC Construction by the BMHC
      Controller’s staff and reviewed by the CAO and CFO of BMHC.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      percentage
      formula may change from year to year to reflect growth of the company,
      competitive pay practices and specific pay for performance
      criteria.

    


    
      	 	
              III.

            	
              Payout
                of
                the Bonus Pool

            


    

    


    
      	 	
              1.

            	
              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
                earnings 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.  In
                addition, the committee reserves the right to determine if an excessive
                “windfall” would be created due to factors beyond what would be
                appropriate, given the circumstances that exist, and make necessary
                adjustments to the pool.

            


    

    


    
      	 	
              2.

            	
              A
                discretionary pool will be made available for distribution by the
                BMCC 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
                ten percent (10%) of the total pool.


            


    

    


    
      	 	
              3.

            	
              The
                bonus
                pool generated in Section III-1 will be paid out in February for
                those
                eligible employees still employed on December 31.  An interim
                pay out will be made for non-officers on August 1st
                of
                the
                current year based on 75% of that earned through the first half of
                the
                year.  An
                employee must still be employed and eligible as of 6-30-05 in order
                to
                receive a mid-year pay out.  Employees terminating during the
                balance of the year after 6-30-05 will not be eligible for any additional
                payouts except as provided in
                I-1.  

            


    

    


    
      	 	
              4.

            	
              Reallocation
                of such forfeited payouts to other employees, as noted in paragraph
                #3,
                will not be allowed unless specifically approved by the Chairman
                and CEO
                of BMHC.

            


    

    


    
      	 	
              5.

            	
              With
                the
                approval of the Chairman, CEO and President of BMHC, special bonus
                plans
                may be established.  Such plans would be for turnaround
                situations or other unique situations and established by the first
                quarter
                of the year unless circumstances warrant
                otherwise.

            


    

    


    
      	 	
              6.

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

            


    

    


    
      	 	
              7.

            	
              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 BMHC 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 CEO of BMC Construction 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.