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                                                                    EXHIBIT 10.2

                       RETIREMENT AND CONSULTING AGREEMENT

      THIS RETIREMENT AND CONSULTING AGREEMENT ("Agreement") is made and entered
into as of this 20th day of October, 2005, by and between BlueLinx Corporation
(the "Company") and Charles H. McElrea, an individual resident of the State of
Georgia ("Consultant").

                                   WITNESSETH:

      WHEREAS, Consultant was employed by the Company as Chief Executive Officer
and has served as a member of the Board of Directors of the Company since May 7,
2004, and has during his service to the Company and its business (including when
previously operated by Georgia-Pacific Corporation) developed substantial
expertise in the building products distribution industry, and has provided
valuable services to the Company and its predecessor in various executive
capacities for a number of years;

      WHEREAS, Consultant has retired from the employment of the Company
effective October 20, 2005; and

      WHEREAS, the Company wishes to retain the services of Consultant in the
capacity of an independent consultant for the purposes more fully described
below, and Consultant desires to provide services from time to time in said
capacity as requested by the Company;

      NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, the receipt and sufficiency of which are hereby acknowledged,
Consultant and the Company agree as follows:

1.    Retirement from Active Employment. Consultant's active employment by the
      Company terminated upon his retirement, which was effective October 20,
      2005 ("Retirement Date").

2.    Payments by the Company Upon Retirement. Following the Effective Date of
      this Agreement, the Company shall provide Consultant with a payment of all
      accrued, but unpaid, base salary and any accrued, but unpaid, portion of
      any bonus payments previously awarded to Consultant, if any, through the
      Retirement Date.

3.    Engagement as Consultant. The Company hereby engages Consultant to
      perform, and Consultant hereby agrees to perform, as an independent
      contractor to provide consulting services to the Company, including, but
      not limited to, providing advice on the strategic direction of the Company
      and attraction of new customers, as the Company shall request from time to
      time (collectively referred to as "Consulting Services"). The Consulting
      Services hereunder shall be performed at such locations and at such times
      as may be mutually convenient to the Company and Consultant. During this
      engagement, Consultant shall report to and act under the direction of the
      Company's Chief Executive Officer. All other aspects of Consultant's
      engagement by the Company shall be

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      consistent with the Company's policies applicable to independent
      contractors, if any, and in accordance with applicable governing laws.
      Consultant's Consulting Services for the Company pursuant to this
      Agreement shall commence on the effective date of this agreement, and
      shall continue for a period of two years (the "Consulting Term.")

            It is acknowledged by the parties that, at the effective date of
      this Agreement, Consultant is serving as a member of the Board of
      Directors of BlueLinx Holdings Inc. ("BHI"), the sole stockholder of the
      Company, and that Consultant is expected to continue to serve in such
      capacity for the duration of his term as such member, subject to BHI's
      governing documents and Delaware law. The duties assigned to Consultant
      pursuant to this Agreement are separate and distinct from those that
      Consultant is expected to perform as a member of the Board of Directors of
      BHI, which duties are described in BHI's governing documents and as
      prescribed by law. Consultant agrees that he will not receive any
      additional compensation for his service on the BHI Board of Directors
      during the term of this Agreement; provided, however, that Consultant will
      be entitled to reimbursement of expenses incurred in attending BHI board
      and committee meetings consistent with BHI's customary policies applicable
      to all directors from time to time.

4.    Compensation for Consulting Services. In consideration for the Consulting
      Services provided for under this Agreement, and the other undertakings and
      agreement made by Consultant hereunder, the Company shall pay Consultant:

      (a)   a consulting fee of $58,890 per month (the "Consulting Fee"),
            payable in 24 monthly installments. The first such installment shall
            be due and payable on the date that is 6 months after the Retirement
            Date.

      (b)   continued health and dental benefits (the "Continued Benefits") to
            Consultant and his family for the Consulting Term, such as those
            provided to Consultant prior to the Retirement Date, or if more
            favorable to Consultant, such benefits as in effect generally at any
            time during the Consulting Term with respect to other similarly
            situated executives of the Company and their families, at no
            additional cost to Consultant other than the cost of such benefits
            to Consultant as in effect immediately prior to the Retirement Date.
            At the end of the Consulting Term, the Company shall provide
            Consultant (and Consultant's eligible dependents) with retiree
            medical and dental benefit coverage no less favorable than the
            coverage provided to retirees of the Company (and their dependents)
            immediately prior to the Retirement Date; provided, that, in all
            cases, Consultant shall pay the full cost of any applicable premium
            without any subsidy provided by the Company in a manner which
            results in no cost to the Company on a FAS 106 basis. In the event
            Consultant accepts employment with another employer-provided plan or
            becomes eligible for Medicare, the medical and other welfare
            benefits described herein shall be secondary to those provided under
            such other plan or Medicare, as applicable, during such applicable
            period of eligibility.

                                        2

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            The Company shall reimburse Consultant for expenses reasonably
      incurred by him in the performance of the Consulting Services, subject to
      the Company's customary expense reimbursement policies as in effect from
      time to time.

            Consultant shall not receive any compensation, payments, or benefits
      from the Company in addition to that described in this Section 4, unless
      the Company in its sole discretion decides otherwise.

            In the event that the Consulting Services are terminated for any
      reason, the Consultant (or his estate in the event of his death) shall
      continue to be entitled to the Consulting Fee and the Continued Benefits
      for the remainder of the Consulting Term.

5.    Independent Contractor Status. Consultant understands and agrees that he
      is being engaged by the Company as an independent contractor. Nothing in
      this Agreement shall transform Consultant into an employee, agent, or
      legal representative of the Company in any capacity whatsoever. The
      Consultant has no authority to bind or obligate the Company in any manner
      and shall not hold himself out to others as having any such authority. The
      Consultant shall be responsible for any and all of his acts or omissions.
      The Consultant agrees to indemnify and hold harmless the Company from all
      losses, liabilities, and costs incurred by the Company on account of any
      acts or omissions of the Consultant. As an independent contractor, the
      Consultant understands and agrees that he will be responsible for
      obtaining his own workers' compensation insurance. The Consultant
      acknowledges and understands that, due to the fact that the Consultant is
      an independent contractor, the Company will not withhold monies for taxes
      and will not provide any workers' compensation coverage for injuries
      sustained while engaged by the Company.

6.    Confidential Information.

      (a)   Consultant shall hold in a fiduciary capacity for the benefit of the
            Company all secret or confidential information, knowledge, or data
            relating to the Company or any of its Affiliated Companies (as
            defined below), and their respective businesses, which (i) was or is
            obtained by Consultant during his employment with the Company or any
            of its Affiliated Companies or during the Consulting Term or (ii)
            was acquired by the Company or any of its Affiliated Companies from
            Georgia-Pacific Corporation, and which in each case shall not be or
            become public knowledge (other than by acts by the Consultant or
            representatives of the Consultant in violation of this Agreement)
            ("Confidential Information"). During, and for a period of two years
            following the end of, the Consulting Term, Consultant shall not,
            without the prior written consent of the Company or as may otherwise
            be required by law or legal process, communicate or divulge any such
            information, knowledge or data to anyone other than the Company and
            those designated by it. For purposes of this Agreement, "Affiliated
            Companies" shall mean the Company's subsidiaries and BHI so long as
            BHI owns a majority of the outstanding common stock of the Company.

                                        3
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      (b)   All files, records, documents, drawings, specifications, data,
            computer programs, customer or vendor lists, specific customer or
            vendor information, marketing techniques, business strategies,
            contract terms, pricing terms, discounts and management compensation
            of the Company and its Affiliated Companies, whether prepared by
            Consultant or otherwise coming into the Consultant's possession,
            shall remain the exclusive property of the Company and its
            Affiliated Companies, and Consultant shall not remove any such items
            from the premises of the Company and its Affiliated Companies,
            except in furtherance of the Consulting Services under this
            Agreement.

      (c)   As requested by the Company and at the Company's expense, from time
            to time and upon the end of the Consulting Term, Consultant will
            promptly deliver to the Company and its Affiliated Companies all
            copies and embodiments, in whatever form, of all Confidential
            Information in Consultant's possession or within his control
            (including, but not limited to, memoranda, records, notes, plans,
            photographs, manuals, notebooks, documentation, program listings,
            flow charts, magnetic media, disks, diskettes, tapes and all other
            materials containing any Confidential Information) irrespective of
            the location or form of such material. If requested by the Company,
            Consultant will provide the Company with written confirmation that
            all such materials have been delivered to the Company as provided
            herein.

7.    Non-Solicitation or Hire. During the Consulting Term and for a period of
      eighteen months (18) months following the Consulting Term, Consultant
      shall not solicit or attempt to solicit (a) any party who is a customer of
      the Company or its Affiliated Companies, for the purpose of marketing,
      selling or providing to any such party any services or products offered by
      the Company or its Affiliated Companies to such customer other than
      general solicitations to the public and not directed specifically at a
      customer of the Company, (b) any party who is a vendor of the Company or
      its Affiliated Companies to sell similar products or (c) any employee of
      the Company or any of its Affiliated Companies to terminate such
      employee's employment relationship with the Company and its Affiliated
      Companies in order, in either case, to enter into a similar relationship
      with Consultant, or any other person or any entity in competition with the
      Company or any of its Affiliated Companies (other than with respect to
      general employment solicitations to the public and not directed
      specifically at employees of the Company and its Affiliated Companies).

8.    Non-Competition. During the Consulting Term, Consultant shall not, whether
      individually, as a director, manager, member, stockholder, partner, owner,
      employee, consultant or agent of any business, or in any other capacity,
      other than on behalf of the Company or it Affiliated Companies, organize,
      establish, own, operate, manage, control, engage in, participate in,
      invest in, permit his name to be used by, act as a consultant or advisor
      to, render services for (alone or in association with any person, firm,
      corporation or business organization), or otherwise assist any person or
      entity that engages in or owns, invests in, operates, manages or controls
      any venture or enterprise which engages or proposes to engage in the
      building products distribution business in the United States or Canada
      (the "Business"). Notwithstanding the foregoing, nothing in this Agreement

                                        4

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      shall prevent Consultant from owning for passive investment purposes not
      intended to circumvent this Agreement, less than five percent (5%) of the
      publicly traded voting securities of any company engaged in the Business
      (so long as Consultant has no power to manage, operate, advise, consult
      with or control the competing enterprise and no power, alone or in
      conjunction with other affiliated parties, to select a director, manager,
      general partner, or similar governing official of the competing enterprise
      other than in connection with the normal and customary voting powers
      afforded Consultant in connection with any permissible equity ownership).

9.    Non-Disparagement. Consultant shall not, directly or indirectly, publish,
      utter, broadcast, or otherwise communicate, directly or indirectly, any
      information, misinformation, comments, opinions, remarks, articles,
      letters, or any other form of communication, whether written or oral,
      regardless of its believed truth, to any person or entity (including,
      without limitation, current or former Company employees, Consultant's
      potential and/or subsequent employers and coworkers, and the Company
      suppliers, vendors, and competitors) that are adverse to, reflect
      unfavorably upon, or tend to disparage the Company or any of its employees
      or the business, products, prospects, or financial condition of the
      Company, except as otherwise required by court order or subpoena issued by
      a court or governmental agency.

10.   Remedies; Specific Performance. The parties acknowledge and agree that
      Consultant's breach or threatened breach of any of the restrictions set
      forth in Sections 6 through 9 will result in irreparable and continuing
      damage to the Company and its Affiliated Companies for which there may be
      no adequate remedy at law and that the Company and its Affiliated
      Companies shall be entitled to equitable relief, including specific
      performance and injunctive relief as remedies for any such breach or
      threatened or attempted breach. Consultant hereby consents to the grant of
      an injunction (temporary or otherwise) against Consultant or the entry of
      any other court order against Consultant prohibiting and enjoining him
      from violating, or directing him to comply with any provision of Sections
      . Consultant also agrees that such remedies shall be in addition to any
      and all remedies, including damages, available to the Company and its
      Affiliated Companies against him for such breaches or threatened or
      attempted breaches. In addition, without limiting the remedies of the
      Company and its Affiliated Companies for any breach of any restriction on
      Consultant set forth in Sections 6 through 9, except as required by law,
      Consultant shall not be entitled to any payments set forth in Section 4
      hereof if Consultant breaches the covenants applicable to Consultant
      contained in Sections 6 through 9 and the Company and its Affiliated
      Companies will have no obligation to pay any of the amounts that remain
      payable by the Company under Section 4.

11.   Future Cooperation. As a material inducement to the Company to enter into
      this Agreement, Consultant agrees to cooperate with the Company in any
      pending or future matters, including, but not limited to, any litigation,
      investigation, or other dispute in which Consultant, by virtue of his
      prior employment with the Company, has relevant knowledge or information.

                                        5

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12.   Release by Consultant. As a material inducement to the Company to enter
      into this Agreement, Consultant is concurrently herewith executing a valid
      release in substantially the form attached hereto as Exhibit A.

13.   Additional Terms.

      (a)   Successors and Assigns. This Agreement is personal to the Consultant
            and, without prior written consent of the Company, shall not be
            assignable by the Consultant. To the extent provisions contained
            herein relate to the Consultant's legal representatives, this
            Agreement shall inure to the benefit of and be enforceable by such
            legal representatives. The covenants, terms, and provisions set
            forth herein shall inure to the benefit of and be enforceable by the
            Company, its successors, assigns, and successors in interest,
            including, without limitation, any corporation or entity with which
            the Company may be merged or by which it may be acquired.

      (b)   Integrated Agreement. This Agreement constitutes the entire
            agreement between the parties hereto with regard to the subject
            matter hereof, and there are no agreements, understandings,
            restrictions, warranties, or representations relating to said
            subject matter between the parties other than those set forth herein
            or herein provided for.

      (c)   Notices. All notices and other communications hereunder shall be in
            writing and shall be given by hand delivery to the other party or by
            registered or certified mail, return receipt requested, post
            prepaid, addressed as follows:

                   If to the Consultant:

                   Charles H. McElrea
                   430 Cherry Hill Drive
                   Marietta, Georgia 30067

                   If to the Company:

                   BlueLinx Corporation
                   4100 Wildwood Parkway
                   Atlanta, Georgia  30339
                   Attention: Chief Executive Officer

            or to such other address as either party shall have furnished to the
            other in writing in accordance herewith. Notice and communications
            shall be effective when actually received by the addressee.

      (d)   Modification. No supplement, modification, or amendment of this
            Agreement shall be binding unless executed in writing by all parties
            to this Agreement.

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<PAGE>

      (e)   Waiver. The waiver by the Company of a breach of any provision of
            this Agreement by Consultant shall not operate or be construed as a
            waiver of any subsequent breach by Consultant or any of the
            Company's rights hereunder.

      (f)   Entire Agreement. This Agreement, and the exhibits hereto, contain
            the entire agreement between the parties and supersedes any prior or
            contemporaneous agreements between the parties. It may not be
            changed orally, but only by an agreement in writing, duly signed by
            the party against whom enforcement of any waiver, change,
            modification, extension, or discharge is sought.

      (g)   Severability. In the event any provision of this Agreement should be
            held unenforceable or invalid, such provision shall be modified or
            deleted in such a manner so as to make the Agreement, as modified,
            legal and enforceable to the fullest extent permitted under
            applicable law.

      (h)   Governing Law. This Agreement shall be governed by and construed in
            accordance with the laws of the State of Georgia, without reference
            to principles of conflict of law.

      Executed in Atlanta, Georgia, this 20th day of October, 2005.

                                                 /s/ Charles H. McElrea
                                                 -------------------------------
                                                 Charles H. McElrea

      Executed in Atlanta, Georgia, this 20th day of October, 2005

                                                 By: /s/ Barbara V. Tinsley
                                                     ---------------------------
                                                     Barbara V. Tinsley
                                                     General Counsel & Secretary
                                                     BlueLinx Corporation

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                                    EXHIBIT A

                       FORM OF EMPLOYMENT GENERAL RELEASE

            For good and valuable consideration, receipt whereof is hereby
acknowledged, Charles H. McElrea ("Consultant"), individually and on behalf of
his respective heirs, executors, administrators, representatives, agents,
attorneys and assigns (the "Consultant Releasor"), hereby irrevocably, fully and
unconditionally releases and forever discharges BlueLinx Corporation, (the
"Company") and its affiliated companies, parents, subsidiaries, predecessors,
successors, assigns, divisions, related entities and all of their present
employees, officers, directors, trustees, shareholders, members, partners (as
applicable), agents, investors, attorneys and representatives (the "Company
Released Parties"), from any and all manner of actions and causes of action,
suits, debts, dues, accounts, bonds, covenants, contracts, agreements,
judgments, charges, claims, and demands whatsoever which the Consultant
Releasor, has, or may hereafter have against the Company Released Parties or any
of them arising out of or by reason of any cause, matter or thing whatsoever
from the beginning of the world to the date hereof, including without limitation
any and all matters relating to employment with the Company and its
subsidiaries, and the cessation thereof and all matters arising under any
federal, state or local statute, rule or regulation or principle of contract law
or common law, including but not limited to the Age Discrimination in Employment
Act of 1967, 29 U.S.C. Section 621, et seq., Title VII of the Civil Rights Act
of 1964, 42 U.S.C. Section 2000 et seq., the Americans with Disabilities Act of
1990, 42 U.S.C. Section 12101 et seq., the Employee Retirement Income Security
Act of 1974, 29 U.S.C. Section 1001 et seq., the Fair Labor Standards Act, 29
U.S.C. Section 201 et seq., the Family and Medical Leave Act of 1993, 29 U.S.C.
Section 2601 et seq., and applicable labor and employment laws of the states of
Georgia.

               PLEASE READ CAREFULLY BEFORE SIGNING. THIS DOCUMENT
               INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

            Consultant acknowledges that he has been given the opportunity to
review and consider this General Release for twenty-one (21) days from the date
he received a copy. If he elects to sign before the expiration of the twenty-one
(21) days, Consultant acknowledges that he will have chosen, of his own free
will without any duress, to waive his right to the full twenty-one (21) day
period.

            Consultant may revoke this General Release after signing it by
giving written notice to the Company's General Counsel, within seven (7) days
after signing it. This General Release, provided it is not revoked, will be
effective on the eighth (8th) day after execution.

            Consultant acknowledges that he has been advised to consult with an
attorney prior to signing this General Release.

            Consultant is signing this General Release knowingly, voluntarily
and with full understanding of its terms and effects. Consultant is signing this
General Release of his own free will without any duress, being fully informed
and after due deliberation. Consultant voluntarily

<PAGE>

accepts the consideration provided to him for the purpose of making full and
final settlement of all claims referred to above.

            Consultant acknowledges that he has not relied on any
representations or statements not set forth in this General Release. Consultant
will not disclose the contents or substance of this General Release to any third
parties, other than his attorneys, accountants, or as required by law, and
Consultant will instruct each of the foregoing not to disclose the same.

            This General Release will be governed by and construed in accordance
with the laws of the State of Georgia. If any provision in this General Release
is held invalid or unenforceable for any reason, the remaining provisions shall
be construed as if the invalid or unenforceable provision had not been included.

            IN WITNESS WHEREOF, the Parties hereto, intending to be legally
bound hereby, have executed this General Release as of October 20, 2005.

CONSULTANT                                  BLUELINX CORPORATION

__________________________                  ___________________________________
Name: Charles H. McElrea                    Name: Barbara V. Tinsley
                                            Title: General Counsel & Secretary