EXHIBIT 10.2(b)

                                     FORM OF
                              EMPLOYMENT AGREEMENT (Form B)

         THIS  AGREEMENT  is made  and  entered  into  as of  __________________
between PAYLESS  CASHWAYS,  INC., a Delaware  corporation (the  "Company"),  and
_________________________ (the "Executive").

         WHEREAS, the Company desires to employ the Executive in the capacity of
______________________________,  and the Executive desires to be employed by the
Company  in such  capacity  and on the  terms and  conditions  set forth in this
Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein made, it is hereby agreed:

         1. Term of Agreement. The term of this Agreement shall be one (1) year,
commencing  ___________________  and ending  __________________,  unless  sooner
terminated as provided in Paragraph 6 of this Agreement; PROVIDED, however, that
the Agreement shall be  automatically  renewed for an additional term of one (1)
year, at the end of the initial  one-year term and of each  succeeding  one-year
term, unless either the Company or the Executive shall serve notice on the other
at least ninety (90) days prior to the  expiration  of the term,  in  accordance
with the  procedures set out in Paragraph 12 of this  Agreement,  that the party
giving notice intends to end the Agreement at the conclusion of the then-current
term. The Company shall not be required to show Cause,  and the Executive  shall
not be required to show Good Reason,  to require the expiration of the Agreement
under the terms of this Paragraph.

         2.  Employment  and  Duties.  The Company  hereby  agrees to employ the
Executive,  and the Executive hereby accepts employment,  to perform such duties
and responsibilities of  ___________________________  as are, from time to time,
assigned  to  the  Executive  by  ________________________________________.  The
Executive  agrees to devote full  business  time and effort to the  diligent and
faithful  performance  of the  Executive's  duties  under the  direction of such
person as is designated by the Company's Board of Directors.

         3.       Compensation.
                  ------------

                  (a) Base Salary. As compensation for the Executive's services,
the Executive  shall be paid a base salary at a minimum annual rate of $________
payable in equal bi-weekly installments, which salary shall be reviewed annually
and  may be  adjusted  from  time  to time at the  discretion  of the  Board  of
Directors (the "Base  Salary");  provided that the Base Salary shall not be less
than the amount stated in this Paragraph 3(a).

                  (b) Incentive  Compensation.  The Executive shall, in addition
to the Base Salary, also be eligible to receive incentive compensation under the
Company's  Corporate  Management  Incentive  Plan  (the  "CMIP")  or such  other
management and executive incentive  compensation program or plan for officers of
the  Company  as from  time to time may be in  effect,  if any  (the  "Incentive
Compensation").  The  existence  and terms of any such  program or plan shall be
determined  solely at the discretion of the Compensation  Committee of the Board
of Directors.  For fiscal year ____, the Executive's  "Annual  Incentive  Target
Percentage  of Base  Compensation,"  as used in the  CMIP,  shall be  __________
percent (____%) of Base Salary.

<PAGE>2

                  (c)  Other  Benefits.  The  Executive  shall  be  entitled  to
participate  in the  Company's  regular  health,  life,  pension,  vacation  and
disability  plans in accordance with their  respective  terms.  The Company will
also provide  employee  benefits to the Executive in respect of the  Executive's
employment  as the  Company  customarily  provides,  from  time to time,  to its
officers,  as described in Exhibit A attached to this Agreement.  Nothing herein
shall be  construed to limit the  Company's  discretion  to amend,  terminate or
otherwise modify any such plans or benefits,  subject to the Executive's  rights
under Paragraph 6(c)(iii) below.

         4.       Confidentiality, Non-Solicitation, and Non-Disparagement.
                  --------------------------------------------------------

                  (a) Confidentiality of Proprietary Information.  The Executive
agrees  that,  at all times,  both during the  Executive's  employment  with the
Company and after the  expiration  or  termination  thereof for any reason,  the
Executive shall not divulge to any person, firm,  corporation,  or other entity,
or in any way use for the  Executive's  own  benefit,  except as required in the
conduct of the  Company's  business or as authorized in writing on behalf of the
Company,  any  trade  secrets  or  confidential  information  (the  "Proprietary
Information")  obtained during the course of the Executive's employment with the
Company. The Proprietary  Information includes,  but is not limited to, customer
or client lists  (including  the names and/or  positions of persons  employed by
such  customers or clients who play a role in the decisions of such customers or
clients  concerning  products or services of the type  provided by the Company),
financial  matters,  inventory  techniques  and  programs,  Company  records  of
accounts,  business  projections,  Company  contracts,  sales,  merchandising or
marketing  plans and  strategies,  pricing  information  and  formulas,  matters
contained in unpublished records and correspondence,  planned expansion programs
(including  areas of expansion  and  potential  customer  lists) and any and all
information concerning the business or affairs of the Company which is not known
by or generally  available  to the public.  All papers and records of every kind
relating to the Proprietary  Information,  including any such papers and records
which shall at any time come into the possession of the Executive,  shall be the
sole and  exclusive  property  of the Company  and shall be  surrendered  to the
Company upon  termination of the  Executive's  employment for any reason or upon
request by the Company at any time  either  during or after the  termination  of
such  employment.  All  information  relating  to or owned by  customers  of the
Company of which the Executive becomes aware or with which the Executive becomes
familiar  through the  Executive's  employment  with the  Company  shall be kept
confidential  and not disclosed to others or used by the  Executive  directly or
indirectly  except in the course of the  Company's  business.  It is agreed that
Proprietary  Information as herein  described shall be protected from disclosure
under the terms of this  Agreement,  to the  maximum  extent  permitted  by law,
whether or not entitled to protection as a trade secret.

                  (b)   Solicitation   Prohibition.   During   the   Executive's
employment  with  the  Company  and for a  period  of one  (1)  year  after  the
expiration or  termination of this  Agreement or of the  Executive's  employment
with the Company for any reason, the Executive shall not directly or indirectly,
whether as an individual for the  Executive's  own account,  or on behalf of any
other  person,  firm,   corporation,   partnership,   joint  venture  or  entity
whatsoever, solicit or endeavor to entice away from the Company any employee who
is employed by the Company. Additionally, during the Executive's employment with
the Company or for a period of one (1) year after the  expiration or termination
of this Agreement or of Executive's employment with the

<PAGE>3

Company for any reason,  the Executive shall not, directly or indirectly through
any other  individual  or entity,  solicit the  business of any  customer of the
Company,  or solicit,  entice,  persuade or induce any  individual  or entity to
terminate,   reduce  or  refrain  from   forming,   renewing  or  extending  its
relationship, whether actual or prospective, with the Company.

                  (c) Disparagement Prohibition.  The Executive acknowledges and
agrees  that as a result  of his  position  with  the  Company,  disparaging  or
critical  statements  made by the Executive may be uniquely  detrimental  to the
Company's interests and well-being.  Therefore,  the Executive agrees to use his
best efforts to assist the Company in promoting and preserving the good will and
other business  interests of the Company.  To this end, the Executive  agrees to
refrain  at all times,  both  during the  Executive's  employment  and after the
termination thereof for any reason, from making disparaging  comments or remarks
about the Company or its officers, employees, or directors.

                  (d)  Definition of "Company".  For the purposes of Para- graph
4, the term  "Company"  shall mean the Company and any of its direct or indirect
parent or subsidiary organizations.

         5. Covenant Not to Compete.  During the Executive's employment with the
Company and for a period of one year after the expiration or termination of this
Agreement or of the Executive's employment with the Company (the "Noncompetition
Period"), if such termination is as a result of the expiration of this Agreement
under  Paragraph  6(h), a  termination  for Good Reason by the  Executive  under
Paragraph  6(c), or a termination by the Company  without Cause under  Paragraph
6(d),  the  Executive  agrees  not to act as an owner or  operator,  officer  or
director, employee,  consultant or agent of any other person, firm, corporation,
partnership,  joint  venture or other entity which is engaged in the business of
building materials retailing in any state in which the Company is so engaged, or
has plans to be so  engaged  during the  Noncompetition  Period.  The  foregoing
provisions  shall not prohibit the Executive from investing in any securities of
any  corporation  whose  securities,  or any of them,  are  listed on a national
securities  exchange or traded in the  over-the-counter  market if the Executive
shall own less than one percent  (1%) of the  outstanding  voting  stock of such
corporation.  The  Executive  agrees  that a breach of the  covenants  contained
herein will result in irreparable and continuing damage to the Company for which
there will be no adequate  remedy at law, and in the event of any breach of such
agreement,  the  Company  shall be  entitled  to  injunctive  and such other and
further  relief  as may be  proper,  including  damages,  attorneys'  fees,  and
litigation costs.

         6.       Termination.

                  (a) Death or Disability. In the event of the Executive's death
or if the Executive  should become unable to perform the essential  functions of
the  Executive's  position,  with or  without  reasonable  accommodation  by the
Company,  this  Agreement,  and the  Company's  obligation  to make further Base
Salary payments under the Agreement, shall terminate, and Executive shall not be
entitled to receive severance  benefits.  Executive shall be entitled to receive
any Incentive  Compensation  which the Executive has earned, if any, prorated to
the date of the termination of the Executive's  employment by reason of death or
the date of termination,  due to disability,  of Executive's  performance  under
this Agreement. The

<PAGE>4

Executive's  rights to other compensation and benefits shall be determined under
the Company's benefit plans and policies applicable to Executive then in effect.

                  (b)  Termination  for Cause by the Company.  By following  the
procedure  set  forth in  Paragraph  6(e) the  Company  shall  have the right to
terminate  this Agreement and the employment of the Executive for "Cause" in the
event Executive:

                           (i)      has  committed  a  significant  act of  dis-
         honesty,  deceit  or  breach  of  fiduciary  duty in the performance of
         the Executive's duties as an employee of the Company; or

                           (ii)     has neglected or failed to perform  substan-
         tially  the duties of the Executive's  employment under this Agreement,
         including but not limited to an act of insubordination; or

                           (iii)  has  acted or  failed  to act in any other way
         that reflects materially and adversely upon the Company,  including but
         not limited to the  Executive's  conviction of, guilty plea, or plea of
         nolo contendere to (A) any felony,  or any misdemeanor  involving moral
         turpitude,  or (B) any  crime  or  offense  involving  dishonesty  with
         respect to the Company; or

                           (iv)     has  knowingly  failed  to  comply  with the
         covenants  contained  in  Paragraphs  4 or 5 of this Agreement.

                  If  the  employment  of the  Executive  is  terminated  by the
Company for Cause,  this Agreement and the Company's  obligation to make further
Base  Salary and  Incentive  Compensation  payments  hereunder  shall  thereupon
immediately  terminate,  and the  Executive  shall not be  entitled  to  receive
severance  benefits.  The Executive's  rights to other compensation and benefits
shall be determined under the Company's benefit plans and policies applicable to
the Executive then in effect.

                  (c) Termination for Good Reason by the Executive. By following
the procedure set forth in Paragraph 6(e), the Executive shall have the right to
terminate this  Agreement and the  Executive's  employment  with the Company for
"Good Reason" in the event:

                           (i)  the Executive is not at all times a duly elected
         officer of the Company; or

                           (ii) there is any material  reduction in the scope of
         the Executive's authority and responsibility (provided, however, in the
         event of any  illness  or injury  which  prevents  the  Executive  from
         performing the Executive's  duties,  Good Reason shall not exist if the
         Company reassigns the Executive's duties to one or more other employees
         until the Executive is able to perform such duties); or

                           (iii) there is a reduction  in the  Executive's  Base
         Salary below the minimum  amount  specified in Paragraph  3(a) above; a
         material  reduction in the Incentive  Compensation  opportunity  of the
         Executive, if any, under Paragraph 3(b)

<PAGE>5

         above; or a material reduction in the other benefits to which Executive
         is entitled  under  Paragraph  3(c) above,  as compared to the benefits
         available to Executive at the time of execution of this Agreement; or

                           (iv)     the   Company   requires   the   Executive's
         principal place of  employment be relocated  fifty (50) miles  from its
         location as of the date of this Agreement;  or

                           (v)      the Company  otherwise fails to  perform its
         material obligations under this Agreement.

                  Any  notification of the  Executive's  intent to terminate the
Agreement and the  Executive's  employment  for Good Reason under this Paragraph
must be given,  pursuant to Paragraph 6(e), no later than thirty (30) days after
the Executive  learns,  or reasonably  should become aware, of the occurrence of
the event giving rise to the right to terminate for Good Reason.

                  If  the  employment  of the  Executive  is  terminated  by the
Executive  for Good Reason,  the  Executive  shall be entitled to the  severance
benefits set forth in Paragraph 6(f) below, but the Company's obligation to make
further Base Salary payments and incentive  compensation payments shall cease on
the  effective  date  of such  termination.  The  Executive's  rights  to  other
compensation and benefits shall be determined under the Company's  benefit plans
and policies applicable to the Executive then in effect.

                  (d)  Termination  Without  Cause or Without Good  Reason.  The
Company may terminate  this  Agreement and the  Executive's  employment  without
Cause at any time,  and in such event the  Executive  shall be  entitled  to the
severance  benefits  set  forth in  Paragraph  6(f)  below.  The  Executive  may
voluntarily terminate this Agreement and the Executive's employment without Good
Reason at any time, but in such event the Executive shall not be entitled to the
severance  benefits  set  forth  in  Paragraph  6(f)  below.  If  the  Executive
voluntarily  terminates  this Agreement and the Executive's  employment  without
Good Reason,  or if the Company  terminates  this Agreement and the  Executive's
employment  without  Cause,  then the Company's  obligation to make further Base
Salary payments and Incentive Compensation payments shall cease on the effective
date of such  termination.  The  Executive's  rights to other  compensation  and
benefits  shall be  determined  under the  Company's  benefit plans and policies
applicable to the Executive then in effect.

                  (e) Notice and Right to Cure. The party proposing to terminate
this Agreement and the employment of the Executive for Cause or Good Reason,  as
the case may be, under Paragraph 6(b) or 6(c) above shall give written notice to
the other,  specifying the reason therefor with particularity.  In the case of a
termination  pursuant to Paragraphs  6(b)(i),  (iii) or (iv),  or 6(c)(i),  such
termination shall be effective  immediately upon delivery of such notice. In the
case of any other proposed termination for Cause or Good Reason, as the case may
be, the notice shall be given with  sufficient  particularity  so that the other
party  will  have  an  opportunity  to  correct  any  curable  situation  to the
reasonable satisfaction of the party giving the notice within the period of time
specified in the notice,  which shall not be less than thirty (30) days. If such
correction is not so made or the circumstances or situation are not curable, the
party giving such

<PAGE>6

notice may,  within  thirty (30) days after the  expiration of the time fixed to
correct  such  situation,  give  written  notice  to the  other  party  that the
employment is terminated as of the date of that writing. Where the Agreement and
the Executive's  employment are terminated by the Executive  without Good Reason
or by the Company without Cause, the termination date shall be the date on which
notification  of termination  shall be mailed in accordance with Paragraph 12 of
this Agreement,  unless a different  termination date shall be designated by the
party giving notice or agreed upon by the Executive and the Company.

                  (f) Severance Benefits.  If this Agreement and the Executive's
employment with the Company are terminated by reason of the Executive's death or
disability, or by the Company with Cause or by the Executive without Good Reason
then the Executive  shall receive no severance  benefits.  If this Agreement and
the Executive's employment with the Company are terminated due to the expiration
of the Agreement,  by the Company  without  Cause,  or by the Executive for Good
Reason,  then the  Executive  shall be entitled to the  following  benefits (the
"Severance Benefits"):

                           (i) Base Salary. The Company shall continue to pay to
         the Executive the Executive's  Base Salary for a period of one (1) year
         after  the  date  the  Executive's   employment  with  the  Company  is
         terminated (the "Severance Period"), when and as such Base Salary would
         have been paid, and as if the Executive continued to be employed during
         such period and  regardless of the death or disability of the Executive
         after the date of termination.

                           (ii)  Incentive   Compensation.   In  the  event  the
         Compensation  Committee  of the  Board  of  Directors  determines  that
         Incentive  Compensation  is to  be  paid  in  the  year  in  which  the
         Executive's   employment  and  this  Agreement  are  terminated   under
         circumstances  in which  this  Agreement  provides  for the  payment of
         Severance  Benefits,  then, at the  discretion  of the Chief  Executive
         Officer, the Executive may receive Incentive  Compensation prorated for
         the  time  during  which   services   were  rendered  in  the  year  of
         termination,  at the rate determined by the Compensation  Committee for
         the calculation of Incentive Compensation for that year.

                           (iii) Continuation of Benefits.  During the Severance
         Period,  the Company shall provide the Executive with medical,  dental,
         vision,   and  regular  and   supplemental   life  insurance   coverage
         substantially similar to the coverage which the Executive was receiving
         or entitled to receive immediately prior to the date of the termination
         of the  Executive's  employment.  In  addition,  during  the  Severance
         Period,  the Company  shall pay on behalf of the  Executive the cost of
         one annual physical  examination and the cost of the preparation of the
         Executive's federal, state and local tax returns in accordance with the
         terms set out in Exhibit A. The Company  shall provide such benefits to
         the  Executive  at Company  expense,  subject to the same  cost-sharing
         provisions,  if any,  applicable to the Executive  immediately prior to
         the  date  of  the  termination  of  employment.   Notwithstanding  the
         foregoing, the Executive shall not be entitled to receive such benefits
         to the  extent  that  the  Executive  obtains  other  employment  which
         provides comparable benefits during the Severance Period.

<PAGE>7

                           (iv)     Outplacement Benefits.  The Company,  at its
         expense,  will provide  to the Executive  outplacement  services,  at a
         maximum  cost  of $30,000,  to be  provided by an  outplacement service
         provider selected solely by the Company.

                           (v)  Termination  of  Benefits.  Notwithstanding  any
         other provision of this  Agreement,  in the event that the Executive at
         any time violates the provisions of Paragraph 4(a), 4(b), 4(c), or 5 of
         this Agreement, then the Company's obligations, if any, to provide base
         salary  continuation  and  other  severance  benefits  as  set  out  in
         Paragraph  6(f) of this  Agreement  shall cease,  and such payments and
         benefits shall immediately cease.

                  (g) Expiration of Term of Agreement.  At the expiration of the
term of this Agreement as defined in Paragraph 1 above, if the Agreement has not
been  previously  terminated  under  Paragraph  6(a),  (b),  (c) or (d) of  this
Agreement,  all duties and  obligations  of the  parties  under this  Agreement,
except those set out in Paragraphs 4, 5 and 6(f), when applicable, shall cease.

                  (h)  Survival  of  Certain  Provisions.   Notwithstanding  the
expiration or termination of this Agreement, and the Executive's employment with
the Company for any reason under this Agreement, the provisions of Paragraphs 4,
5 and 6(f), when applicable,  to the extent provided  therein,  survive any such
termination  and  shall  be  binding  upon  the  Executive  and the  Company  in
accordance with the provisions of Paragraphs 4, 5 and 6(f).

         7.  Arbitration.  Except as otherwise  provided in this Paragraph,  the
parties hereby agree that any dispute  arising under this Agreement or any claim
for breach or violation of any provision of this Agreement shall be submitted to
arbitration,  pursuant to the National  Rules for the  Resolution  of Employment
Disputes of the American Arbitration Association ("AAA"), to a single arbitrator
selected by mutual  agreement  of the parties or, if the parties do not mutually
agree on the  arbitrator,  in  accordance  with the rules of the AAA.  The award
determination  of the  arbitrator  shall be final and binding  upon the parties.
Either  party shall have the right to bring an action in any court of  competent
jurisdiction  to enforce this  Paragraph and to enforce any  arbitrator's  award
rendered  pursuant  to  this  Paragraph.   The  venue  for  all  proceedings  in
arbitration under this provision,  and for any judicial  proceedings  related to
the arbitration,  shall be in Kansas City, Missouri.  Nothing in this Paragraph,
however,  shall prevent the Company from seeking  injunctive  relief to preserve
its rights under Paragraph 4 or 5 of this Agreement.

         8. Business  Expenses.  The Company  shall  reimburse the Executive for
entertainment  and  travel  expenses  related  to  the  Company's   business  in
accordance  with the policies of the Company  applicable to the Executive on the
date of this  Agreement,  subject  to the right of the  Company  to  modify  its
general policies relating to expense reimbursement for employees.

         9.       Severability.  If  any  one or  more of the provisions of this
Agreement  shall be  held  invalid or  unenforceable,  the remaining  provisions
shall remain valid and enforceable to the maximum extent permitted by law.

<PAGE>8

         10.  Entire  Agreement.  This  Agreement  contains a  statement  of all
agreements  and  understandings  between  the  Executive  and the Company on the
subject  matters  covered by the  Agreement,  and it replaces and supersedes all
prior contracts and agreements  between the Executive and the Company concerning
such matters.  No additions or modifications to this Agreement will be effective
unless made in writing and signed by the Executive and the Company.

         11.      Binding  Effect.  This  Agreement  shall be binding  upon  and
inure to the benefit of the  personal  representatives, heirs and assigns of the
Executive and to any successors in interest and assigns of the Company.

         12.      Notices.  All notices required or permitted  to be given here-
under shall be sent registered  or  certified  mail, addressed to the respective
parties at their addresses set forth below:

                  To the Executive:    ______________________________



                  To the Company:      Payless Cashways, Inc.
                                       P. O. Box 648001
                                       Lee's Summit, MO 64064-8001
                                       Attn:    Vice President - Human Resources

                                       or

                                       800 Northwest Chipman Road, Suite 5900
                                       Lee's Summit, MO 64063
                                       Attn:    Vice President - Human Resources

                                       Blackwell Sanders Peper Martin LLP

                                       Two Pershing Square
                                       2300 Main, Suite 1000
                                       Kansas City, MO  64108
                                       Attn:  Gary D. Gilson

        or such other address as a party hereto may notify the other in writing.

         13.      Applicable  Law. This  Agreement,  or any  portion  thereof,
shall be interpreted in accordance  with the laws of  the     State of Missouri.

         14.      Assignment.  The rights and  obligations of the Company  under
this Agreement  shall inure to the benefit of and shall be  binding  upon  the
successors  and assigns of the Company.  Executive   may  not assign any of his
rights or delegate any of his duties or obligations under this Agreement without
the Company's express written consent.

         15. Non-Waiver Provision. The failure of either party of this Agreement
to insist upon strict  adherence to any term of this Agreement,  or to object to
any  failure  to comply  with any  provision  of this  Agreement,  shall not (a)
constitute  or  operate  as a waiver of that term or  provision,  (b) estop that
party from enforcing that term or provision, or (c) preclude that party

<PAGE>9

from  enforcing  that term or  provision  or any other  term or  provision.  The
receipt of a party to this  Agreement of any benefit from this  Agreement  shall
not effect a waiver or estoppel of the right of that party to enforce any provi-
sion of this Agreement.

         16.  Golden  Parachute  Savings  Provision.  If, in the absence of this
provision,  any amount  received or to be received by the Executive  pursuant to
this Agreement would be subject to the "Excise Tax" imposed on "excess parachute
payments"  by  Section  4999  of  the  Internal  Revenue  Code  of  1986  or any
corresponding  provision of any later Federal tax law, the Company shall, in its
reasonable  discretion,  reduce the amounts  payable to the largest  amount that
will result in elimination of any Excise Tax liability.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.

[EXECUTIVE NAME]                            PAYLESS CASHWAYS, INC.


                                            By:_________________________
_____________________________________       Name:_______________________
                                            Title:______________________


<PAGE>10

                       Schedule for Exhibit 10.1(b)

         The following executive officers of Payless Cashways, Inc. have entered
into an employment  agreement with Payless Cashways,  Inc., in substantially the
form hereto:

<TABLE>
<CAPTION>
                                                                           Annual Incentive
                                                                     Base    Target Percentage of

       Name                             Title                       Salary    Base Compensation
--------------------   ----------------------------------------    --------  --------------------
<S>                    <C>                                         <C>            <C>


Renae G. Gonner        Vice President - Marketing and              $154,000       40%
                         Advertising
Kenneth D. Kuehn       Vice President - Professional Sales         $185,000       40%
Steven J. Schultz      Regional Vice President                     $140,000       40%
Dennis R. Knowles      Regional Vice President                     $150,000       40%


</TABLE>