Exhibit
      10.90




**AMENDED
      AND RESTATED**




**EMPLOYMENT
      AGREEMENT**




This
      Employment
      Agreement (the " Agreement ")
      is made and
      entered into as of this day of June 1, 2002, and amended February 23, 2004,
      June
      16, 2005 and June 28, 2006, by and between Robert E. Mellor (" Executive "),
      and Building
      Materials Holding Corporation, a Delaware corporation (the " Company ").




**WITNESSETH**




WHEREAS,
      Executive
      is currently employed by the Company as its Chairman, Chief Executive Officer
      and President;




WHEREAS,
      Executive
      and the Company are parties to an Amended and Restated Senior Management and
      Key
      Employee Severance Agreement (the " Severance
      Agreement ");
      and




WHEREAS,
      the
      Company wishes to extend the duration of Executive's services and further
      clarify the terms and conditions of his employment by entering into this
      Agreement with Executive and Executive is willing to commit his services to
      the
      Company, on the terms and conditions set forth below.




NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants herein contained,
      Executive and the Company hereto agree as follows:




**1.**  **Term**




This
      Agreement
      shall commence on the date hereof, and shall continue in effect for an initial
      5-year period (the " Initial
      Term ").
      Upon completion
      of the Initial Term, the term of this Agreement shall be automatically extended
      for a two-year period. The Initial Term and the two-year extension are referred
      to in this Agreement as the " Employment
      Term ".




**2.**  **Employment**




2.1  Engagement .
      The Company
      hereby employs Executive and Executive hereby agrees to be employed by the
      Company, subject to the terms and conditions herein set forth. During the
      Initial Term and any extended term, Executive shall be employed as Chief
      Executive Officer and Chairman of the Company, and shall be responsible for
      the
      duties normally and customarily attendant to such offices. Executive shall
      render such other services and duties of an executive nature consistent with
      the
      duties of a senior executive officer of the Company as may from time to time
      be
      designated by the Board of Directors (the " Board ").




2.2  Exclusive
      Employment .
      During the
      Employment Term, Executive shall devote his full business time to his duties
      and
      responsibilities set forth in Section 2.1. Without limiting the generality
      of
      the foregoing, Executive shall not, without the prior written approval of the
      Board, during the Employment Term, render services of a business, professional
      or commercial nature to any other person, firm or corporation, whether for
      compensation or otherwise, except that Executive may engage in civic,
      philanthropic and community service activities so long as such activities do
      not
      materially interfere with Executive’s ability to comply with this Agreement and
      are not otherwise in conflict with the policies or interest of the Company,
      and
      Executive may serve on the board of directors of two companies without Company
      approval.







**3.**  **Compensation
      and General Benefits**




3.1  Base
      Salary .
      During the term
      of this Agreement, the Company shall pay Executive a base salary in an
      annualized amount equal to five hundred fifty thousand dollars ($750,000)
      (" Base
      Salary ")
      payable pro rata
      on the Company's regular payday, and subject to adjustment as hereinafter
      provided.




3.2  Salary
      Reviews .
      Executive's Base
      Salary shall be reviewed annually by the Compensation Committee of the Board
      for
      the purpose of considering increases thereof. In conducting this review, the
      Compensation Committee of the Board shall consider appropriate factors,
      including, without limitation, Executive's performance, the Company's financial
      condition and compensation afforded to senior executives of comparable
      corporations. The Base Salary shall not be decreased without the written consent
      of Executive.




3.3  Bonus .




(a)  During
      the
      Employment Term, in addition to the Base Salary provided by Section 3.1,
      Executive will participate in the Company's Annual CEO Incentive Plan (the
      " Annual
      Bonus
      Plan "),
      pursuant to
      which Executive shall be eligible to receive additional incentive compensation
      on an annual basis based upon meeting targeted objectives as determined annually
      by the Compensation Committee of the Board. The range of the annual base bonus
      shall be 0% to 200% of Base Salary with the base bonus set at 100% of Base
      Salary if Executive meets the targeted objectives.




(b)  During
      the
      Employment Term, in addition to the Base Salary and Annual Bonus Plan, Executive
      shall participate in the Company's Long-Term Incentive Plan (the " LTIP ")
      pursuant to
      which Executive shall be eligible to receive additional incentive compensation
      under the LTIP of from 0% to 160% of Base Salary based upon meeting targeted
      objectives determined for each three-year period in the LTIP and in accordance
      with its terms, with such participation set at 80% of Base Salary if the
      targeted objectives under the LTIP are met. Payments of awards under the LTIP
      shall be made in accordance with the terms set forth in the LTIP as amended
      from
      time to time.




3.4  Vacation .
      Executive shall
      be entitled to four weeks paid vacation in any fiscal year during the Employment
      Term in accordance with Company vacation and leave policies. Vacation time
      shall
      be planned and taken consistent with Executive's duties and obligations
      hereunder.




3.5  Other
      Benefits .
      During the
      Employment Term, Executive (and his spouse and dependents) shall be entitled
      to
      participate in the Company's executive perquisite plan, supplemental retirement
      plan, liability insurance, life insurance, disability insurance, dental
      insurance, hospitalization insurance, medical, accident, and other employee
      benefit plans from time to time adopted by the Company. The Company shall have
      the right to change insurance carriers and benefit plans as may be appropriate
      in light of future market conditions and shall have the right to purchase
      individual policies covering Executive if necessary.




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3.6  Stock
      Incentive
      Plans .
      Executive shall
      also be eligible to receive additional incentive compensation in the form of
      stock option or restricted stock grants. Review for any such grant shall be
      concurrent with Executive's annual salary review and shall be in the sole
      discretion of the Compensation Committee of the Board.




3.7  Reimbursement
      of
      Expenses .
      Upon submission
      of appropriate documentation in accordance with Company policy, the Company
      will
      promptly reimburse Executive for all reasonable business expenses incurred
      by
      Executive in pursuing the business of the Company, including, without
      limitation, expenditures for entertainment and travel.




**4.**  **Confidential
      Information**




During
      the term of
      this Agreement and forever thereafter, Executive agrees to keep confidential
      all
      information provided by the Company, excepting any such information as is
      already known to the public, and including any such information and material
      relating to any customer, vendor, licensor, licensee, or other party transacting
      business with the Company, and not to release, use, or disclose the same, except
      with the prior written permission of the Company. Executive further covenants
      and agrees that every document, computer disk, computer software program,
      notation, record, diary, memorandum, development, investigation, or the like,
      and any method or manner of doing business, of the Company (or containing any
      other secret or confidential information of the Company) made or acquired by
      Executive during his employment, is and shall be the sole and exclusive property
      of the Company.




**5.**  **Covenants
      of Executive** **.**




5.1  Non-Compete .
      Executive agrees
      that, during the Employment Term and for a period of one year following a
      termination of employment other than following a Change in Control (as defined
      in the Severance Agreement), he will not, directly or indirectly, engage in
      any
      business or activity competitive with the business activities of the Company.
      The foregoing shall not apply to passive investments by Executive of up to
      5% of
      the outstanding stock of any publicly traded company or to service by Executive
      on boards of directors of companies as permitted under this Agreement,
      regardless of whether such company competes with the Company.




5.2  Solicitation
      of
      Employees .
      During the
      Employment Term and for a period of one year following a termination of
      employment other than following a Change in Control, (i) he shall not, directly
      or indirectly, individually, or together through any other person, firm,
      corporation or entity, hire any member of senior management of the Company
      (defined as an officer with a title of vice president or higher) who is then
      in
      the employ of the Company, or (ii) solicit for hire any employee of the Company,
      provided, however, that general solicitations not targeted to Company employees
      shall not be deemed to violate this clause (ii).




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5.3  Solicitation
      of
      Customers and Suppliers .
      Executive agrees
      that, during the Employment Term and for a period of one year following a
      termination of employment other than following a Change in Control , he shall
      not, directly or indirectly, individually, or together through any other person,
      firm, corporation or entity, (i) use the Company's Confidential Information
      to
      solicit the business of any material customers of or supplies to the Company,
      or
      (ii) discourage any person or entity which is a customer of the Company from
      continuing its existing business or contractual relationship with the Company.




5.4  Compliance
      with
      Company Policies .
      Executive agrees
      that, during the Employment Term, he shall comply with the Company's employee
      manual and other policies and procedures reasonably established by the Company
      from time to time concerning matters such as management, supervision,
      recruiting, diversity, and sexual harassment.




5.5  Cooperation .
      For a period of
      three years following his termination of employment under this Agreement, he
      shall, upon Company’s reasonable request and in good faith and with his best
      efforts, subject to his reasonable availability, cooperate and assist Company
      in
      any dispute, controversy, or litigation in which Company may be involved and
      with respect to which Executive obtained knowledge while employed by the Company
      or any of its affiliates, successors, or assigns, including, but not limited
      to,
      his participation in any court or arbitration proceedings, giving of testimony,
      signing of affidavits, or such other personal cooperation as counsel for the
      Company shall request. Any such activities shall be scheduled, to the extent
      reasonably possible, to accommodate Executive’s business and personal
      obligations at the time. The Company shall pay Executive’s reasonable travel and
      incidental out-of-pocket expenses incurred in connection with any such
      cooperation, as well as the reasonable costs of an attorney Executive engages
      to
      advise him in connection with the foregoing.




5.6  Return
      of
      Business Records and Equipment .
      Upon termination
      of Executive's employment hereunder, Executive shall promptly return to the
      Company: (i) all documents, records, procedures, books, notebooks, and any
      other
      documentation in any form whatsoever, including but not limited to written,
      audio, video or electronic, containing any information pertaining to the Company
      which includes confidential information, including any and all copies of such
      documentation then in Executive's possession or control regardless of whether
      such documentation was prepared or compiled by Executive, Company, other
      employees of the Company, representatives, agents, or independent contractors,
      and (ii) all equipment or tangible personal property entrusted to Executive
      by
      the Company. Executive acknowledges that all such documentation, copies of
      such
      documentation, equipment, and tangible personal property are and shall at all
      times remain the sole and exclusive property of the Company.




**6.**  **Covenants
      of the Company**




6.1  Indemnification .
      In the event
      Executive is made, or threatened to be made, a party to any legal action or
      proceeding, by reason of the fact that Executive is or was an employee, director
      or officer of the Company or serves or served any other entity in any capacity
      at the Company's request, Executive shall be indemnified by the Company, and
      the
      Company shall pay Executive's related expenses when and as incurred, including
      but not limited to attorney fees, all to the fullest extent permitted by
      law.




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6.2  Change
      in
      Control .
      During the
      Employment Term, the Company shall continue in full force and effect with
      respect to Executive, the Severance Agreement, as amended from time to time
      in
      accordance with the terms thereof. The Severance Agreement shall control the
      compensation and benefits to be received by Executive in the event of a Change
      in Control (as defined in the Severance Agreement).




6.3  Supplemental
      Retirement Program .
      The Company shall
      establish for Executive and make contributions to fund an additional defined
      contribution supplemental retirement program (the " SRIP "),
      designed to
      provide Executive with a retirement annuity, at age 65, in an amount, taken
      together with other pension and social security benefits to which Executive
      may
      be entitled at age 65, equal to 35% of his final average compensation from
      Base
      Salary and Annual Bonus for the last three years of his employment. The SRIP
      shall be based on the assumptions set forth on Schedule 1 to this Agreement.
      The
      annual benefit will be reduced if Executive's employment terminates before
      2008,
      unless, subject to approval of by the Board, such termination occurs as a result
      of a termination of employment by the Company without Cause or Executive for
      Good Reason either following or 3 months prior to a Change in Control. The
      annual contribution shall be calculated each year, and Executive acknowledges
      that the amount of the contribution will likely be different from the amounts
      shown in Schedule 1. Executive further acknowledges that the contribution will
      vary based on the performance of the Company and whether Executive meets or
      exceeds targeted bonus levels under the Annual Bonus Plan. LTIP participation
      shall not be included in calculating average compensation above.




**7.**  **Compensation
      and Benefits Upon Termination Other than in Connection with a Change in
      Control.**




7.1  Termination
      Upon
      Death .
      If Executive dies
      prior to the expiration of the Employment Term, the Company shall pay to
      Executive's estate, or other designated beneficiary(s) as shown in the records
      of the Company, any earned but unpaid Base Salary, a pro-rata amount of the
      annual bonus that Executive would be eligible to receive under the Company's
      Annual Bonus Plan for the year in which Executive's death occurs, LTIP benefits
      in accordance with the terms of the LTIP, accrued benefits under the SRIP and
      any other benefits that Executive is entitled to receive as of the Date of
      Termination under applicable benefit plans of the Company ,
      less standard
      withholdings for tax and social security purposes. Except as required by law,
      after the Date of Termination, the Company shall have no obligation to make
      any
      other payment, including severance or other compensation, of any kind to
      Executive’s estate upon a termination of employment by death.




7.2  Termination
      Upon
      Disability .
      The Company may
      terminate Executive's employment in the event Executive suffers a Disability.
      In
      the event that Executive's employment is terminated pursuant to this
      Section 7.2, Executive shall receive payment for any earned and unpaid Base
      Salary, a pro-rata amount of the annual bonus that Executive would be eligible
      to receive under the Company's Annual Bonus Plan for the year in which such
      termination occurs, LTIP benefits in accordance with the terms of the LTIP,
      accrued benefits under the SRIP, and any other benefits that Executive is then
      entitled to receive under applicable benefit plans of the Company, less standard
      withholdings for tax and social security purposes. E xcept
      as required
      by law, a fter
      the Date of
      Termination, no other compensation of any kind or severance or other payment
      of
      any kind or payment in lieu of notice shall be payable by the Company to
      Executive upon a termination of employment for Disability.




5


7.3  Voluntary
      Termination **.** Executive
      may
      voluntarily terminate his employment with the Company at any time upon 90 days'
      prior written notice. The Company may accelerate the termination of Executive's
      employment and the right to any further compensation to a date prior to the
      90th
      day upon written notice thereof being delivered to Executive by the Company.
      In
      the event that Executive's employment is terminated under this Section 7.3,
      Executive shall receive payment for any earned and unpaid Base Salary, and
      benefits the Executive is entitled to receive under the employee benefit plans
      of the Company, but excluding bonuses otherwise payable under the Company's
      Annual Bonus Plan, less standard withholdings for tax and social security
      purposes, through the Date of Termination. E xcept
      as required
      by law, a fter
      the Date of
      Termination the Company shall have no further obligation to pay any compensation
      of any kind or severance payment of any kind nor to make any further payment
      in
      lieu of notice to Executive.




7.4  Termination
      for
      Cause .
      The Board may
      terminate Executive's employment with the Company at any time for Cause. In
      the
      event that Executive's employment is terminated under this Section 7.4,
      Executive shall receive payment for all earned but unpaid Base Salary, and
      benefits the Executive is then entitled to receive under the employee benefit
      plans of the Company, but excluding bonuses otherwise payable under the
      Company's Annual Bonus Plan, less standard withholdings for tax and social
      security purposes, through the Date of Termination. E xcept
      as required
      by law, a fter
      the Date of
      Termination the Company shall have no further obligation to pay any severance
      or
      compensation of any kind nor to make any payment in lieu of notice to Executive.
      Except as required by law, all benefits provided by the Company to Executive
      under this Agreement or otherwise shall cease as of the Date of Termination.




7.5  Termination
      Without Cause .
      The Company may,
      at any time and without prior written notice, terminate Executive without Cause.
      In the event that Executive's employment with the Company is terminated without
      Cause, Executive shall receive (i) payment for all earned but unpaid Base
      Salary, and benefits the Executive is then entitled to receive under benefit
      plans of the Company, if any, less standard withholdings for tax and social
      security purposes, through the Date of Termination; (ii) within 90 days after
      execution by Executive of a mutual release of claims, payment in a lump sum
      of
      an amount equal to 36 months of Executive's then current Base Salary if the
      termination occurs during the first 24 months of the Initial Term, 24 months
      of
      Executive's then current Base Salary if the termination occurs during the last
      36 months of the Initial Term, and 12 months if the termination occurs during
      any renewal period or if the Agreement is not renewed at the end of the Initial
      Term, in each case less standard withholdings for tax and social security
      purposes; (iii) payment of a pro-rata amount of the Annual Bonus that
      Executive would be eligible to receive under the Company's Bonus Plan for the
      year in which the termination occurs; (iv) payment of amounts accrued under
      the
      LTIP in accordance with the terms of the LTIP; (v) if, and only if permitted
      under the terms of the Company's plans, continuation of Executive's
      participation in the Company's medical and health insurance plans during the
      period he is to receive severance compensation and assuming Executive is
      eligible and elects COBRA, payment on Executive's behalf of continuation
      premiums for health insurance under Federal or State COBRA for a period of
      18
      months following the date that severance payments cease; (vi) acceleration
      of
      the vesting of a portion of any unvested stock options in the amount
      that **** would
      have become
      vested at the end of the calendar year in which the termination occurred; and
      (vii) payment of the annual contribution to the SRIP for the calendar year
      in
      which the termination occurs. No other compensation of any kind or severance
      or
      other payment of any kind shall be payable by the Company to Executive after
      such Date of Termination. Except as specifically provided in this Section 7.5
      and except as required by law, all benefits provided by the Company to Executive
      under this Agreement or otherwise shall cease as of the Date of
      Termination.




6


7.6  Termination
      for
      Good Reason .
      Notwithstanding
      anything in this Section 7 to the contrary, Executive may voluntarily terminate
      his employment with the Company and receive the benefits detailed in Section
      7.5
      upon or within 180 days following the occurrence of an event constituting Good
      Reason.




7.7  Termination
      Following a Change in Control .
      If the employment
      of Executive is terminated within the period commencing 3 months prior to a
      Change in Control and ending 3 years following a Change in Control, the
      provisions of this Section 7 shall not apply and all payments shall be made
      in
      accordance with the provisions of the Severance Agreement, except that, subject
      to the approval of the Board, in the event such termination occurs as a result
      of a termination of employment by the Company without Cause or by Executive
      for
      Good Reason, Executive shall also be entitled to (i) payment of the annual
      contribution to the SRIP for the calendar year in which the termination occurs
      and (ii) payment of an additional contribution to the SRIP in an amount
      necessary to ensure that the anticipated target benefit provided to Executive
      under the SRIP (i.e. 35% of his final average compensation from Base Salary
      and
      Annual Bonus for the last three years of his employment) is fully funded as
      of
      the date of such termination.




7.8  Certain
      Definitions .
      For purposes of
      this Agreement, the following term shall have the meanings set forth
      below.




(a)  " Cause "
      shall mean that
      Executive shall: (i) commit an act of fraud, embezzlement or misappropriation
      involving the Company; (ii) be convicted by a court of competent jurisdiction
      of, or enter a plea of guilty of no contest to, any felony involving moral
      turpitude or dishonesty; (iii) commit an act, or fail to commit an act,
      involving the Company which amounts to, or with the passage of time would amount
      to, willful misconduct, gross negligence or a breach of this Agreement and
      which
      results or will result in material harm to the Company, if such act is not
      corrected within 30 days following receipt written notice thereof from the
      Company; or (iv) willfully fail to perform the responsibilities and duties
      specified herein for a period of 30 days following receipt of written notice
      from the Company which specifically describes past instances of willful failure
      of performance; provided that in the case of (iv) above, during the 30-day
      period following receipt of such notice, Executive shall be given the
      opportunity to take reasonable steps to cure any such claimed past failure
      of
      performance; provided, however, that Executive shall not be deemed to have
      been
      terminated for Cause unless and until there shall have been delivered to
      Executive a copy of a resolution duly adopted by the affirmative vote of not
      less than three-quarters of the entire membership of the Board at a meeting
      of
      the Board called and held for the purpose (after reasonable notice to Executive
      and an opportunity for Executive, together with Executive 's counsel, to be
      heard before the Board), finding that in the good faith opinion of the Board
      Executive was guilty of the conduct set forth above and specifying the
      particulars thereof in detail. Notwithstanding the foregoing, Executive shall
      have the right to contest his termination for Cause (for purposes of this
      Agreement) by arbitration in accordance with the provisions of this
      Agreement.




7


(b)  " Date
      of
      Termination "
      shall mean
      (i) if Executive is terminated by the Company for Disability, 30 days after
      written notice of termination is given to Executive (provided that Executive
      shall not have returned to the performance of his duties on a full-time basis
      during such 30-day period) or (ii) if Executive's employment is terminated
      by the Company for any other reason or by Executive, the date on which a written
      notice of termination, specifying in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of Executive's
      employment is given; provided that, in the case of a termination for Cause,
      Executive shall not have cured the matter or matters stated in the notice of
      termination within the 10-day notice period provided in Section 7.8(a)
      above.




(c)  " Disability "
      shall mean a
      physical or mental disability that renders Executive unable, as determined
      in
      good faith by a licensed physician, to perform the essential functions of his
      position, even with reasonable accommodation, for 180 days within any 12-month
      period. The Company and Executive or his legal representative shall use their
      best efforts to agree on the physician to determine disability. If they cannot
      agree within 10 days after the first party makes a written proposal stating
      the
      name of a physician, then the other party shall select a physician within 10
      days and within 10 days thereafter the two physicians shall select a third
      physician. All such physicians must be board certified in the medical area
      giving rise to the alleged disability. The determination of the third physician
      shall be final and binding. If one party fails to select a physician within
      the
      10-day period, the physician named by the other party shall make the
      determination of disability.




(d)  " Good
      Reason "
      shall mean
      Executive's resignation from employment within 180 days after the occurrence
      of
      one of the following events without Executive’s express written consent:




(i)
      a change of
      Executive's title as Chief Executive Officer or a material reduction in
      Executive's responsibilities or the assignment to Executive by the Company
      of
      duties inconsistent with his position as Chief Executive Officer;




(ii)
      a reduction in
      his Base Salary or participation in the Annual Bonus Plan or other employee
      benefit plans described in this Agreement;




(iii)
      a relocation
      to any place more than 25 miles from the office regularly occupied by Executive,
      except for reasonably required travel by Executive on the Company's business;




(iv)
      any material
      breach by the Company of any provision of this Agreement or any other material
      agreement between the Company or any subsidiary and Executive; or




(v)
      the failure by
      the Company or by any successor or assign of the Company (whether by operation
      of law or otherwise, including any surviving company in a merger or similar
      transaction involving the Company), within ten business days following a Change
      in Control, to deliver to Executive an agreement expressly reaffirming its
      obligations under or agreeing to assume and comply with the obligations of
      the
      Company under this Agreement.





8


**8.**  **Warranties
      and Representations** .
      Executive hereby
      represents and warrants to the Company that he is not now under any obligation
      of a contractual or quasi-contractual nature known to him that is inconsistent
      or in conflict with this Agreement or that would prevent, limit or impair the
      performance by Executive of his obligations hereunder; and has been or has
      had
      the opportunity to be represented by legal counsel in the preparation,
      negotiation, execution and delivery of this Agreement and understands fully
      the
      terms and provisions hereof




**9.**  **Notices**




All
      notices
      required or permitted to be given by either party hereunder shall be in writing
      and shall be deemed sufficiently given if mailed by registered or certified
      mail, or personally delivered to the party entitled thereto at the address
      stated below, or to such changed address as the addressee may have given by
      a
      similar notice:







To
                the
                Company:
            Building
                Materials Holding Corporation
              Four
                Embarcadero Center, Suite 3250
              San
                Francisco, California 94111
              Attn:
                Chairman of the Compensation Committee
              Fax:
                (415)
                627-9119With
                a Copy
                to:
            Building
                Materials Holding Corporation
              720
                Park
                Blvd., Suite 200
              P.O.
                Box
                7006
              Boise,
                Idaho,
                83707
              Fax:
                (208)
                387-4367
              Attention:
                Paul Street, Esq.To
                Executive:
            Robert
                E.
                Mellor
              Building
                Materials Holding Corporation
              Four
                Embarcadero Center, Suite 3250
              San
                Francisco, California 94111
              Telecopier:
                (415) 627-9119




**10.**  **General
      Provisions**




10.1  Waiver .
      No waiver by any
      party hereto of any failure of any other party to keep or perform any covenant
      or condition of this Agreement shall be deemed to be a waiver of any preceding
      or succeeding breach of the same, or any other covenant or
      condition.




9


10.2  Amendments .
      No provision of
      this Agreement may be amended, modified or waived unless such amendment,
      modification or waiver shall be agreed to in writing and signed by Executive
      and
      a duly authorized officer of the Company.




10.3  Severability .
      The provisions of
      this Agreement are severable and in the event that a court of competent
      jurisdiction determines that any provision of this Agreement is in violation
      of
      any law or public policy, in whole or in part, only the portions of this
      Agreement that violate such law or public policy shall be stricken. All portions
      of this Agreement that do not violate any statute or public policy shall not
      be
      affected thereby and shall continue in full force and effect. Further, any
      court
      order striking any portion of this Agreement shall modify the stricken terms
      as
      narrowly as possible to give as much effect as possible to the intentions of
      the
      parties under this Agreement.




10.4  Assignment .
      No right to or
      interest in any payments shall be assignable by either party; provided; however,
      that this provision shall not preclude Executive from designating one or more
      beneficiaries to receive any amount that may be payable after his death and
      shall not preclude his executor or administrator from assigning any right
      hereunder to the person or persons entitled hereto. Further, the Company may
      assign this Agreement: (a) to an affiliate so long as such affiliate assumes
      the
      Company's obligations hereunder, or (b) in connection with a merger or
      consolidation involving the Company or a sale of substantially all its assets
      or
      shares to the surviving corporation or purchaser as the case may be so long
      as
      such assignee assumes the Company's obligations hereunder.




10.5  Successors
      and
      Assigns .
      This Agreement
      and the obligations of the Company and Executive hereunder shall be binding
      upon
      and shall be assumed by their respective successors including, without
      limitation, any corporation or corporations acquiring the Company, whether
      by
      merger, consolidation, sale or otherwise.




10.6  Governing
      Law .
      The validity,
      interpretation, performance, and enforcement of this Agreement shall be governed
      by the laws of the State of California without regard to the principles of
      conflict of laws thereof.




10.7  Attorney's
      Fees
      and Costs .
      If any action at
      law or in equity is necessary to enforce or interpret the terms of this
      Agreement, the prevailing party shall be entitled to reasonable attorneys'
      fees,
      costs, and necessary disbursements in addition to any other relief to which
      that
      party may be entitled. This provision shall be construed as applicable to the
      entire contract.




10.8  No
      Representation .
      No officer,
      employee or representative of the Company has any authority to make any
      representation or promise in connection with this Agreement or the subject
      matter hereto which is not contained herein, and Executive agrees that he has
      not executed this Agreement in reliance upon any such representation or
      promise.




10.9  Interpretation
      of Agreement .
      Each of the
      parties has been represented by counsel in the negotiation and preparation
      of
      this Agreement. The parties agree that this Agreement is to be construed as
      jointly drafted. Accordingly, this Agreement will be construed according to
      the
      fair meaning of its language, and the rule of construction that ambiguities
      are
      to be resolved against the drafting party will not be employed in the
      interpretation of this Agreement.




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10.10  Headings .
      The headings of
      sections and subsections are included solely for convenience of reference and
      shall not control the meaning or interpretation of any of the provisions of
      this
      Agreement.




10.11  Entire
      Agreement .
      This document
      constitutes the entire understanding and Agreement of the parties with respect
      to the subject matter of this Agreement, and any and all prior agreements,
      understandings and representations are hereby terminated and cancelled in their
      entirety and are of no further force or effect.




10.12  Counterparts .
      This Agreement
      may be executed in two or more counterparts with the same effect as if the
      signatures to all such counterparts was upon the same instrument, and all such
      counterparts shall constitute but one instrument.




10.13  Remedies.  In
      view of the
      position of confidence which Executive will enjoy with the Company and the
      anticipated relationship with the clients, customers, and employees of the
      Company and its affiliates pursuant to his employment hereunder, and recognizing
      both the access to confidential financial and other information which Executive
      will have pursuant to his employment, Executive expressly acknowledges that
      the
      restrictive covenants set forth in Section 5 are reasonable and necessary in
      order to protect and maintain the proprietary interests and other legitimate
      business interests of the Company and its affiliates. Executive further
      acknowledges that (1) it would be difficult to calculate damages to the Company
      and its affiliates from any breach of his obligations under this Section 5,
      (ii)
      that injury to the Company and its affiliates from any such breach would be
      irreparable and impossible to measure, and (iii) that the remedy at law for
      any
      breach or threatened breach of Section 5 would therefore be an inadequate remedy
      and, accordingly, the Company shall, in addition to all other available remedies
      (including without limitation seeking such damages as it can show it and its
      affiliates has sustained by reason of such breach and/or the exercise of all
      other rights it has under this Agreement), be entitled to injunctive and other
      similar equitable remedies.




10.14  No
      Mitigation of
      Damages .
      Executive shall
      not be required to mitigate damages or the amount of any payment provided for
      under this Agreement by seeking other employment or otherwise, nor shall the
      amount of any payment provided for under this Agreement be reduced by any
      compensation earned by Executive as a result of employment by another employer
      or by retirement benefits after the Date of Termination, except as specifically
      provided hereunder. The provisions of this Agreement, and any payment provided
      for hereunder, shall not reduce any amounts otherwise payable, or in any way
      diminish the Executive's then existing rights, or rights which would accrue
      solely as a result of the passage of time, under any Company benefit plan or
      other contract, plan or arrangement.




10.15  Dispute
      Resolution and Binding Arbitration .
      Executive and the
      Company agree that in the event a dispute arises concerning or relating to
      Executive's employment with the Company, or any termination therefrom, such
      dispute shall be submitted to binding arbitration in accordance with the
      employment arbitration rules of Judicial Arbitration and Mediation Services
      (" JAMS ")
      by a single
      impartial arbitrator experienced in employment law selected as follows: if
      the
      Company and Executive are unable to agree upon an impartial arbitrator within
      10
      days of a request for arbitration, the parties shall request a panel of
      employment arbitrators from JAMS and alternatively strike names until a single
      arbitrator remains. The arbitration shall take place in San Francisco,
      California, and both Executive and the Company agree to submit to the
      jurisdiction of the arbitrator selected in accordance with JAMS' rules and
      procedures. Except as set forth in Section 10.13 hereof, Executive and the
      Company further agree that arbitration as provided for in this section will
      be
      the exclusive and
      binding remedy
      for any such dispute and will be used instead of any court action, which is
      hereby expressly waived, except for any request by either party hereto for
      temporary or preliminary injunctive relief pending arbitration in accordance
      with applicable law, or an administrative claim with an administrative
      agency ,
      and that the
      award of the arbitrator shall be final and binding on both parties, and
      nonappealable. The arbitrator shall have discretion to award monetary and other
      damages, or no damages, and to fashion such other relief as the arbitrator
      deems
      appropriate. The Company will be responsible for paying any filing fees and
      costs of the arbitration proceeding itself (for example, arbitrators' fees,
      conference room, transcripts), but each party shall be responsible for its
      own
      attorneys' fees. THE COMPANY AND EXECUTIVE ACKNOWLEDGE AND AGREE THAT BY
      AGREEING TO ARBITRATE, THEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST
      THE
      OTHER IN A COURT OF LAW, EITHER STATE OR FEDERAL, AND ARE WAIVING THE RIGHT
      TO
      HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.




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







_________________________
              Robert
                E.
                Mellor
            BUILDING
                MATERIALS HOLDING CORPORATIONBy:Title:
                _________________________







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