EXHIBIT 10.6

                            INDEMNIFICATION AGREEMENT


     This  Agreement,  dated  as of  __________,  1998,  is made by and  between
Payless   Cashways,   Inc.,  a  Delaware   corporation  (the   "Company"),   and
________________  who is  serving as a director  and/or  officer of the  Company
("Indemnitee").

                                    RECITALS

     WHEREAS,  Indemnitee  is currently  serving in the  capacity or  capacities
described above;

     WHEREAS,  the Company  desires to attract and retain the services of highly
qualified  individuals,  such as  Indemnitee,  to serve as directors,  officers,
employees and agents of the Company and to indemnify these  individuals so as to
provide them with the maximum protection permitted by law;

     WHEREAS,  the Company and Indemnitee  recognize the substantial increase in
corporate litigation in general, subjecting directors,  officers, employees, and
agents to expensive  litigation risk at the same time that the  availability and
coverage of liability insurance has been severely limited;

     WHEREAS, Indemnitee is currently entitled to indemnification under Delaware
General Corporation Law and the Certificate of Incorporation and the Amended and
Restated Bylaws of the Company; and

     WHEREAS,  Indemnitee  regards the protection  extended by Delaware law, the
Certificate of Incorporation, and the Amended and Restated Bylaws as beneficial,
but  Indemnitee  may not be willing to serve or continue to serve as director or
officer of the Company without additional  inducements,  and the Company desires
Indemnitee to serve in such capacity and in other capacities.

                                    AGREEMENT

     1. Definitions.

          1.1.  "Agent"  means any  person  who is or was a  director,  officer,
employee,  agent or fiduciary of the Company or a subsidiary of the Company,  or
is or was serving at the request of, for the convenience of, or to represent the
interests of the Company or a subsidiary of the Company as a director,  officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other  enterprise  or  entity,  including  service  with  respect to an
employee benefit plan.

          1.2.  "Disinterested  Director" means a director of the Company who is
not and was not a party to the  proceeding  for which  indemnification  is being
sought by the claimant.

<PAGE>2


          1.3.  "Expenses" includes all direct and indirect costs of any type or
nature  whatsoever  (including,  without  limitation,  all  attorneys'  fees and
related disbursements, other out-of-pocket costs and reasonable compensation for
time spent by Indemnitee  for which he/she is not otherwise  compensated  by the
Company or any third party)  actually and  reasonably  incurred by Indemnitee in
connection with either the  investigation,  defense or appeal of a proceeding or
establishing  or  enforcing  a right to  indemnification  under this  Agreement,
Section 145 of the General Corporation Law of Delaware or otherwise.

          1.4.  "Independent  Legal Counsel" means a law firm, a member of a law
firm,  or an  independent  practitioner,  that  is  experienced  in  matters  of
corporation law and shall include any person who, under the applicable standards
of professional  conduct then prevailing,  would not have a conflict of interest
in  representing  either the  Company or  Indemnitee  in an action to  determine
Indemnitee's rights under this Agreement.

          1.5. "Proceeding" means any threatened,  pending, or completed action,
suit or other proceeding, whether civil, criminal, administrative, investigative
or any other type whatsoever.

          1.6. "Subsidiary" means any corporation, partnership, joint venture or
other enterprise, a majority of whose equity interests are owned by the Company,
directly or through one or more other subsidiaries.

     2. Agreement to Serve.  Indemnitee  agrees to serve or to continue to serve
as an Agent of the Company in the  capacity  Indemnitee  currently  serves as an
agent of the  Company,  so long as  he/she  is duly  appointed  or  elected  and
qualified in accordance  with the  applicable  provisions of the  Certificate of
Incorporation  and  the  Amended  and  Restated  Bylaws  of the  Company  or any
Subsidiary of the Company or until such time he/she tenders his/her  resignation
in writing.

     3. D&O Insurance.

          3.1.  Maintenance  of D&O  Insurance.  So  long  as  Indemnitee  shall
continue to serve in any capacity  described in Section 2 and thereafter so long
as there is any reasonable  possibility  that Indemnitee shall be subject to any
proceeding  by  reason  of the  fact  that  Indemnitee  served  in  any of  such
capacities,  the Company will use reasonable efforts to purchase and maintain in
effect for the benefit of Indemnitee one or more valid,  binding and enforceable
policies of  directors'  and officers'  liability  insurance  ("D&O  Insurance")
providing, in all respects, coverage and amounts as reasonably determined by the
Board of Directors.

          3.2.    Unavailability    or    Impracticality   of   D&O   Insurance.
Notwithstanding  subsection  3.1, the Company  shall not be required to maintain
D&O Insurance if (a) such  insurance is not  reasonably  available or (b) in the
reasonable  business judgment of the Board of Directors of the Company as it may
exist from time to

<PAGE>3

time,   either  (i)  the  premium  cost  for  such  insurance  is  substantially
disproportionate  to the amount of  insurance or (ii) the coverage is so limited
by exclusions that there is insufficient benefit provided by such insurance.

     4.  Limitation  of  Indemnity.  Notwithstanding  anything  in  Section 7 or
Section 8 to the contrary,  the Company shall not be liable under this Agreement
to make any indemnity  payment or advancement of expenses in connection with any
Proceeding  (a) to the extent that  payment is actually  made to or on behalf of
Indemnitee under a valid and collectible  insurance policy, except in respect of
any amount in excess of the limits of liability of such policy or any applicable
deductible under such policy; (b) to the extent that payment has been or will be
made to Indemnitee  other than pursuant to this  Agreement;  (c) with respect to
acts  or  omissions  listed  in  Section   102(b)(7)  of  the  Delaware  General
Corporation  Law, as amended from time to time; and (d) if a final decision by a
Court   having   jurisdiction   in  the  matter   shall   determine   that  such
indemnification is not lawful.

     5. Notice and Defense of Claim.

          5.1. Notification of Proceeding.  Promptly after receipt by Indemnitee
of notice of the  commencement  or the threat of commencement of any Proceeding,
Indemnitee   shall  notify  the  Company  of  the   commencement  or  threat  of
commencement thereof. The failure to notify or promptly notify the Company shall
not  relieve  the  Company  from any  liability  that it may have to  Indemnitee
otherwise than under this Agreement and shall relieve the Company from liability
hereunder  only to the extent the Company has been  prejudiced in its defense of
such Proceeding as a result of Indemnitee's failure to notify the Company.

          5.2. Notice to Insurer.  If, at the time of the receipt of a notice of
the commencement of a Proceeding pursuant to subsection 5.1, the Company has D&O
Insurance in effect, the Company shall give prompt notice of the commencement of
such  proceeding to the insurers in accordance  with the procedures set forth in
the D&O Insurance  policy.  The Company shall  thereafter  take all necessary or
desirable  action to cause such insurers to pay, to or on behalf of  Indemnitee,
all amounts  payable as a result of such proceeding in accordance with the terms
of such policy.

          5.3.  Assumption  of  Defense.  In the  event  the  Company  shall  be
obligated to pay any expenses or costs of any  Proceedings  against  Indemnitee,
the  Company,  if  appropriate,  shall be entitled to assume the defense of such
proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee
of written notice of its election to assume the defense.  After delivery of such
notice,  the Company will not be liable to Indemnitee  under this  Agreement for
any fees of counsel subsequently incurred by Indemnitee with respect to the same
Proceeding,  provided,  however,  that (a)  Indemnitee  shall  have the right to
employ separate counsel in any such Proceeding at Indemnitee's  expense,  or (b)
if (i) the employment of counsel by Indemnitee has been previously authorized by
the Company, (ii) Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Company and Indemnitee in the

<PAGE>4

conduct of such defense,  or (iii) the Company shall not, in fact, have employed
counsel to assume the defense of such Proceeding,  then the fees and expenses of
Indemnitee's  counsel shall be at the expense of the Company.  The Company shall
not be  entitled to assume the  defense of any  Proceeding  brought by or in the
right of the Company or as to which  Indemnitee  shall have made the  conclusion
provided for in (b)(ii) above.

          5.4.  Cooperation  and Settlement of Claim. In defense of any claim or
threat  thereof,   Indemnitee  shall  give  the  Company  such  information  and
cooperation  as the Company may  reasonably  request.  The Company  shall not be
liable to  indemnify  Indemnitee  under this  Agreement  for any amounts paid in
settlement of any action or claim effected  without the prior written consent of
the  Company.  The  Company  shall not  settle any action or claim in any manner
which will impose any penalty or limitation on Indemnitee  without  Indemnitee's
prior written consent.  Both the Company and Indemnitee agree that they will not
unreasonably  withhold  their consent to any proposed  settlement.  In the event
that  consent  is not  given and the  parties  hereto  are  unable to agree on a
proposed settlement, Independent Legal Counsel shall be retained by the Company,
at its  expense  (with the consent of  Indemnitee,  which  consent  shall not be
unreasonably  withheld),  for the  purpose  of  determining  whether  or not the
proposed   settlement  is  reasonable  under  all  the  circumstances;   and  if
Independent Legal Counsel determines the proposed settlement is reasonable under
all the circumstances,  the settlement may be consummated without the consent of
the other party.

     6. Determination of Right to Indemnification.

          6.1.  Procedure.  The  Secretary of the Company  shall,  promptly upon
receipt  of a request  for  indemnification,  advise the Board of  Directors  in
writing that  Indemnitee  has  requested  indemnification.  Indemnitee  shall be
entitled  to  indemnification  if:  (i)  Indemnitee  is in fact an  Agent of the
Company  or is or was  serving  at the  request  of the  Company  as an Agent of
another entity,  (ii) Indemnitee acted in good faith and in a manner  Indemnitee
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company, (iii) with respect to any criminal action or proceeding, Indemnitee had
no reason to believe his/her conduct was unlawful,  and (iv) the indemnification
would not otherwise be prohibited  under  Delaware law. The  determination  with
respect to  Indemnitee's  entitlement  to  indemnification  shall be made in the
specific  case as follows:  (a) by a majority vote of  Disinterested  Directors,
even though less than a quorum,  (b) by  Independent  Legal Counsel  selected by
such  Disinterested  Directors,  or (c) if  Disinterested  Directors  cannot  be
obtained, by vote of the stockholders of the Company.

          6.2. Notice of Determination. Following the determination with respect
to  Indemnitee's  entitlement  to  indemnification  under  subsection  6.1,  the
Secretary or any other officer of the Company shall  provide  written  notice to
Indemnitee of such determination.

          6.3. Payment of Indemnification. After a determination that Indemnitee
is entitled to indemnification, whether under subsection 6.1 or pursuant to an

<PAGE>5

adjudication or arbitration under Section 9, the Company shall pay all costs and
expenses  reasonably  incurred by Indemnitee in  investigating,  defending,  and
appealing any Proceeding against Indemnitee. Such payment shall be made within a
reasonable  time after the Company's  receipt of evidence that an  indemnifiable
expense has been incurred.

          6.4.  Payment of Independent  Legal Counsel.  If the  determination of
entitlement to  indemnification is to be made by Independent Legal Counsel under
subsection 6.1 of this  Agreement,  the Company shall pay any and all reasonable
fees and expenses incurred by such independent counsel in connection with acting
pursuant to this Agreement.

          6.5.   Payment  of   Expenses   Incurred  by   Indemnitee   in  Making
Determination.  All reasonable costs or expenses (including  attorneys' fees and
disbursements)   incurred  by  Indemnitee  in   cooperating   with  the  persons
responsible for making the  determination  called for under subsection 6.1 shall
be borne by the Company,  irrespective of the  determination  as to Indemnitee's
entitlement to indemnification.

          6.6.  Presumption  of Entitlement  to  Indemnification.  In making any
determination  under subsection 6.1 or subsection 9.1, it shall be presumed that
Indemnitee is entitled to indemnification under this Agreement,  and the Company
shall have the burden of proof to  overcome  this  presumption.  As is  provided
under Section 145 of the General Corporation Law of Delaware, the termination of
any Proceeding  covered by this  Agreement,  by judgment,  order,  settlement or
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a  presumption  for the purpose of  subsection  6.1 or any other
provision of this Agreement  that  Indemnitee did not act in good faith and in a
manner that Indemnitee  reasonably  believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding,
had reasonable cause to believe that the conduct was unlawful.

     7.  Mandatory  Indemnification.  Subject  to the  limitations  set forth in
Section 4 and the  determination  to be made under Section 6, if Indemnitee is a
person  who  was or is a party  or is  threatened  to be  made a party  to or is
involved  (including  involvement  as a witness) in a Proceeding,  including any
action by or in the right of the  Company,  by reason of the fact that he/she is
or was or has agreed to become an Agent,  or by reason of any action  alleged to
have been  taken or  omitted  by him/her  in any  capacity,  the  Company  shall
indemnify Indemnitee against all expense, liability and loss (including, but not
limited to, judgements,  fines, ERISA excise taxes or penalties and amounts paid
or to be paid in  settlement),  actually and  reasonably  incurred by him/her in
connection  with  the  investigation,  defense,  settlement  or  appeal  of such
Proceeding; provided, however, that except as provided in subsection 9.1 of this
Agreement  with respect to remedies of Indemnitee,  the Company shall  indemnify
Indemnitee  in  connection  with a  Proceeding  (or part  thereof)  initiated by
Indemnitee  only if such  Proceeding (or any part thereof) was authorized by the
Board of Directors of the Company.


<PAGE>6

     8. Mandatory  Advancement of Expenses.  The Company shall pay in advance of
final  determination all costs and expenses reasonably incurred by Indemnitee in
connection  with  the  investigation,  defense,  settlement  or  appeal  of  any
Proceeding to which Indemnitee is a party or is threatened to be made a party or
with respect to which Indemnitee is otherwise involved (including involvement as
a witness) as an Agent.  An  advancement  of expenses  incurred by Indemnitee in
his/her  capacity as an Agent shall be made only upon  receipt by the Company of
(a) a written  affirmation by Indemnitee of Indemnitee's  good faith belief that
Indemnitee  has met the standard of conduct  necessary  for  indemnification  as
outlined in Section 6 and Section 7, and (b) an  undertaking  by or on behalf of
Indemnitee to repay all amounts so advanced if it shall ultimately be determined
by final  judicial  decision from which there is no further right to appeal that
Indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Agreement or otherwise. The advances to be made hereunder shall be paid within a
reasonable   time  after  the  Company's   receipt  of  a  written  request  for
reimbursement for incurred costs and expenses.

         9.  Remedies of Indemnitee.

          9.1. In the event (a) the Company  determines  pursuant to  subsection
6.1 that Indemnitee is not entitled to  indemnification  under this Agreement or
(b) the Company fails to make the  determination  called for in  subsection  6.1
within 60 days of the  Company's  receipt of the  request  for  indemnification,
Indemnitee  may seek an  adjudication  in an  appropriate  court of the State of
Delaware,  or in any other court of competent  jurisdiction,  for the purpose of
enforcing  Indemnitee's  right to  indemnification  or the  advance  payment  of
expenses  pursuant  to  this  Agreement.   Alternatively,   Indemnitee  may,  at
Indemnitee's  option,  seek an award in  arbitration to be conducted by a single
arbitrator  pursuant  to the  rules  of the  American  Arbitration  Association.
Indemnitee must exercise the rights under this subsection within 180 days of the
earlier  of (x) the date of notice of a  determination  that  Indemnitee  is not
entitled to  indemnification  or (y) the date 60 days after the Company receives
the request for indemnification.

          9.2. In the event that a  determination  shall have been made pursuant
to  Section  6  of  this   Agreement   that   Indemnitee   is  not  entitled  to
indemnification,  any judicial  proceeding or arbitration  commenced pursuant to
this  Section  9 shall  be  conducted  in all  respects  as a de novo  trial  or
arbitration,  on the merits, and Indemnitee shall not be prejudiced by reason of
that adverse determination.

          9.3. If a determination  shall have been made pursuant to Section 6 of
this Agreement that Indemnitee is entitled to indemnification, the Company shall
be  bound  by such  determination  in any  judicial  proceeding  or  arbitration
commenced pursuant to this Section 9, absent (a) a misstatement by Indemnitee of
a  material  fact,  or  an  omission  of  a  material  fact  necessary  to  make
Indemnitee's statement not materially misleading, in connection with the request
for  indemnification  or  (b)  a  prohibition  of  such  indemnification   under
applicable law.


<PAGE>7

          9.4.  The Company  shall be precluded  from  asserting in any judicial
proceeding  or  arbitration  commenced  pursuant  to  this  Section  9 that  the
procedures  and  presumptions  of this  Agreement  are not  valid,  binding  and
enforceable  and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.

          9.5. The  obligations of the Company to make the payments  required to
be made  hereunder  and to perform and observe the other  agreements on its part
contained herein,  shall not be subject to diminution by set off,  counterclaim,
abatement or otherwise; provided, however, that Indemnitee shall not be released
from any liability or obligation  that  Indemnitee may owe the Company,  whether
hereunder or otherwise.

          9.6.  Indemnitee's  expenses  incurred  in  successfully  establishing
his/her right to  indemnification  or advancement of expenses under this Section
9, in whole or in part, in any such action (or settlement thereof) shall be paid
by the Company.

     10.  Notice.  All  notices,  requests,  demands,  and other  communications
relating  to this  Agreement  shall be in writing and shall be deemed to be duly
given if (a) delivered by hand and receipted for by the party to whom the notice
or  communication  shall  have  been  directed  or (b)  mailed by  certified  or
registered mail with postage  prepaid,  on the third business day after the date
on which it is so mailed:

     if to Indemnitee, to:

                  ----------------------------
                  ----------------------------
                  ----------------------------

     or to such  other  address  as may have been  furnished  to the  Company by
Indemnitee and

     if to the Company, to:

          Payless Cashways, Inc.  
          2300 Main Street  
          Kansas City, MO  64108
          Attention:  Secretary/Assistant Secretary

          with a copy to:

          Blackwell Sanders Peper Martin LLP
          2300 Main Street, Suite 1000
          Kansas City, MO 64108
          Attention:  Gary D. Gilson

<PAGE>8

     or to such other  address as may have been  furnished to  Indemnitee by the
Company.

         11.  Severability.  If this Agreement,  or any portion hereof, shall be
held  to  be  invalid  or  unenforceable  for  any  reason,  the  Company  shall
nevertheless  indemnify  Indemnitee  as to all  expenses,  judgments,  fines and
penalties with respect to any action, suit or proceeding,  whether threatened or
commenced,  to the full extent  permitted by any portion of this  Agreement that
shall  not have been  held to be  invalid  or  unenforceable  under the  General
Corporation Law of Delaware and the Certificate of Incorporation and the Amended
and Restated Bylaws of the Company.  Such invalidity or  unenforceability  shall
not  otherwise  affect the validity or  enforceability  of the other  provisions
hereof.

         12. Modification and Waiver. No supplement,  modification, or amendment
of this Agreement  shall be binding unless  executed in writing by both parties.
No waiver of any of the  provisions of this  Agreement  shall be deemed or shall
constitute a waiver of any other provisions (whether or not similar);  nor shall
such waiver constitute a continuing waiver.

         13.  Continuation  of Indemnity.  All agreements and obligations of the
Company  contained in this Agreement shall continue during the period Indemnitee
has  consented  to be or is a director  or  officer of the  Company or is or was
serving at the request of the Company as a director,  officer, employee or agent
of another corporation,  partnership,  joint venture,  trust or other enterprise
and shall  continue  thereafter  so long as  Indemnitee  shall be subject to any
possible claim or threatened,  pending or completed  Proceeding by reason of the
fact that  Indemnitee  has consented to be or is or was a director or officer of
the  Company or is or was  serving  in any other  capacity  referred  to in this
Agreement.

         14. Binding  Effect.  This Agreement  shall be binding upon the Company
and its  successors and assigns and shall inure to the benefit of Indemnitee and
his/her heirs, assigns and personal representatives.

         15.  Non-exclusivity.  The  indemnification,  contribution  and advance
payment of expenses  provided by any  provision of this  Agreement  shall not be
deemed  exclusive of any other rights to which  Indemnitee may be entitled under
any  provision  of law,  the  Certificate  of  Incorporation,  any Bylaw,  other
agreement, vote of stockholders or disinterested directors or otherwise, both as
to  action  in  Indemnitee's  official  capacity  and as to  action in any other
capacity after  consenting to serve as a director or while  occupying any of the
positions or having any of the relationships referred to in this Agreement.

         16.  Subrogation  Rights.  In the  event  of  any  payment  under  this
Agreement,  the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee  against any person or organization  and
Indemnitee 

<PAGE>9

shall  execute  all  papers  required  and  shall  do  everything  that  may  be
reasonablely necessary to secure such rights.

     17.  Document to Supersede.  This Agreement shall supersede any other prior
written Indemnification Agreement between the Company and Indemnitee.

     18. Governing Law. The parties agree that this Agreement shall be construed
and  enforced  in  accordance  with and  governed  by the  laws of the  State of
Delaware applicable to contracts made and to be performed in that state.

     19.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts, each of which shall constitute the original.

     20. Headings. The headings of the paragraphs of this Agreement are inserted
for  convenience  only  and  shall  not be  deemed  to  constitute  part of this
Agreement or to affect the construction of it.

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


INDEMNITEE                           PAYLESS CASHWAYS, INC.


------------------------------       -----------------------------
Name:________________                By:______________________
                                     Title:___________________