Exhibit 10.5

                          Form of Employment Agreement

                   between the Company and Richard A. Familia
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                              EMPLOYMENT AGREEMENT

     AGREEMENT,  dated as of October  30,  1997,  by and  between  GIANT  CEMENT
HOLDING, INC., a Delaware corporation (the "Company"),  and RICHARD FAMILIA (the
"Executive").

     WHEREAS,  the Company and the Executive wish to obtain assurances from each
other that the Company will have the benefit of the Executive's services;

     NOW THEREFORE,  in consideration of the foregoing and the mutual agreements
contained herein, the Company and the Executive agree as follows:

     1.  Employment.  The  Company  hereby  employs  the  Executive  as its Vice
President,  Environmental  Affairs  and as  President  of its  subsidiary  Giant
Resource  Recovery  Company,  Inc. and the Executive accepts such employment and
agrees to perform services for the Company for the Term (as defined in Section 2
hereof) and upon the other terms and conditions set forth in this Agreement.

     2.  Term.  The term of the  Executive's employment  hereunder  (the "Term")
shall  be  for a  period  commencing  as of  the  date  of  this  Agreement  and
terminating  on December 31, 2000,  subject to earlier  termination as hereafter
specified. This Agreement shall be automatically extended for one (1) year terms
unless the  Company or the  Executive  gives the other  written  notice that the
Agreement is terminated  prior to June 30, 2000 or thereafter on the  applicable
anniversary date.

     3.  Position and Duties.

     3.01  Service  with the  Company.  The  Executive  agrees to  perform  such
executive employment duties for the Company and its subsidiaries consistent with
the  positions  specified  in Section 1 hereof and as the Chairman of the Board,
the  President  or the Board of Directors  of the Company  (the  "Board")  shall
assign to him from time to time. The executive also agrees to serve,  during the
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Term hereof, as requested by the Board, and without any additional compensation,
as a Director of the Company's subsidiaries.

     3.02  Performance  of Duties.  The  Executive  agrees to serve the  Company
faithfully and to the best of his ability and to devote the time,  attention and
efforts  necessary  to advance the  business  and affairs of the Company and its
subsidiaries  during the Term of this  Agreement.  During the Term  hereof,  the
Executive  shall not  serve as an  officer,  employee,  proprietor,  or  partner
(excluding a  non-executive  capacity  which will not  conflict  with his duties
herein) to any other corporation or other entity not affiliated with the Company
without the prior written consent of the Board.

     4.  Compensation.

     4.01 Base Salary.  As  compensation  for all services to be rendered by the
Executive under this  Agreement,  the Company shall pay the Executive an initial
base annual  salary (the "Base  Salary") of  $118,000.  The Base Salary shall be
paid in installments in accordance with the Company's normal payroll  procedures
and policies. In addition, on an annual basis, the Chief Executive Officer shall
review the Base Salary with a view toward increases, bonuses or both, based upon
the Executive's  performance during the preceding year or pursuant to guidelines
established by the Compensation Committee.

     4.02 Stock  Options.  As an  incentive  to enter into this  Agreement,  the
Executive  shall be entitled to stock  options for the purchase of shares of the
Company's Common Stock exercisable over a five (5) year period,  pursuant to the
1994 Employee Stock Option Plan. The Executive may be granted  additional  stock
options as determined by the Stock Option Committee of the Board.
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     4.03  Participation in Benefit Plans. The Executive shall also be entitled,
to the extent that his position,  title,  tenure,  salary, age, health and other
qualifications  make him eligible,  to participate in all employee benefit plans
or programs (including,  but not limited to,  medical/dental and life insurance,
disability,  stock option,  retirement  and pension plans,  vacation time,  sick
leave and holidays) of the Company  currently in existence on the date hereof or
as may hereafter be instituted from time to time. The Executive's  participation
in any such  plan or  program  shall be  subject  to the  provisions,  rules and
regulations  applicable thereto.  The Executive shall make himself available for
medical  examinations in connection with the Company obtaining  insurance on the
life of the Executive.

     4.04 Expenses.  In accordance with the Company's policies  established from
time  to  time,  the  Company  shall  pay or  reimburse  the  Executive  for all
reasonable  and  necessary   out-of-pocket  expenses  incurred  by  him  in  the
performance of his duties under this  Agreement,  subject to the  presentment of
appropriate vouchers and receipts.  The Company also shall provide the Executive
with an automobile of the type commensurate with the Executive's position.

     5. Confidential Information.  Except as permitted or directed by the Board,
the  Executive  shall  not  during  the Term of this  Agreement  nor at any time
thereafter  divulge,  furnish  or make  accessible  to anyone for use in any way
(other  than  in the  ordinary  course  of the  business  of  the  Company)  any
confidential or secret knowledge or information of the Company (for the purposes
of this Section 5 and Section 6 hereof,  the term  "Company"  shall be deemed to
include any subsidiary or affiliate of the Company,  including,  but not limited
to, Giant Cement Company,  Keystone  Cement Company and Giant Resource  Recovery
Company,  Inc.) which the  Executive has acquired or become  acquainted  with or
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will acquire  or become   acquainted  with prior to the termination of the Term
of his  employment  by the Company,  whether  developed by himself or by others,
concerning  any  trade  secrets,  confidential  or  secret  designs,  processes,
formulae,  plans,  devices or material  (whether or not patented or  patentable)
directly or indirectly useful in any aspect of the business of the Company,  and
confidential  customer or supplier lists of the Company,  or any confidential or
secret  development or research work of the Company or any other confidential or
secret aspects of the business of the Company.  The Executive  acknowledges that
the above-described  knowledge or information  constitutes a unique and valuable
asset of the Company acquired at great time and expense by the Company, and that
any disclosure or other use of such knowledge or information  other than for the
sole benefit of the Company would be wrongful and would cause  irreparable  harm
to the Company. Both during and after the Term of this Agreement,  the Executive
shall refrain from any acts or omissions  that would reduce the value of the use
of such knowledge or information  to the Company.  The foregoing  obligations of
confidentiality,  however, shall not apply to any knowledge or information which
is now published or which  subsequently  becomes generally publicly known, other
than as a direct or  indirect  result of the  breach  of this  Agreement  by the
Executive.

     6. Non-Competition.

     6.01  Prohibition.  The Executive  agrees that for a period of one (1) year
following the  termination  of his  employment  hereunder he shall not act as an
officer,   director,   stockholder,   partner,   employee  or  consultant  to  a
corporation, partnership or other entity which engages in a business competitive
to the business that the Company is engaged in at the time the Executive  ceased
to be an employee of the Company or within six (6) months prior to the cessation
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of his employment hereunder, and which is located in area within a three hundred
(300) mile radius of any cement plant or other major  facility owned or operated
by the  Company  at the time  the  Executive  ceased  to be an  employee  of the
Company.

     6.02  Application.  The  restrictions in this Section 6 shall not apply (i)
with respect to a passive  investment by the Executive of less than five percent
(5%) of the outstanding  shares of capital stock of any  corporation,  (ii) with
respect to employment by the Executive  with an entity in a management  capacity
in an area of business which is not,  directly or indirectly,  competitive  with
that of the Company,  (iii) if the  Executive's  employment is terminated by the
Company  other than pursuant to Section 7.03 or by the Executive for Good Reason
pursuant to Section 7.04 hereof or (iv) if the Company gives  written  notice to
the Executive that the Agreement is terminated, pursuant to Section 2 hereof.

     7. Termination.

     7.01  By  Death  or  Disability  of the  Executive.  This  Agreement  shall
automatically  terminate  in  the  event  of  the  death  or  disability  of the
Executive. For purposes of this Agreement,  "disability" shall mean a condition,
due to illness  or  injury,  either  physical  or  mental,  subject to which the
Executive  is unable to perform his  customary  duties and  responsibilities  as
required by this  Agreement for more than six (6) months in the aggregate out of
any  period  of twelve  (12)  consecutive  months.  The  determination  that the
Executive is disabled  will be made by the Executive  Committee,  based upon the
examination and certification by a qualified  physician  selected by the Company
and subject to the Executive's approval.

     7.02  Payment  on Death or  Disability.  In the  event  this  Agreement  is
terminated  by  reason  of death of the  Executive,  the  Company  shall pay the
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representative  of the  Executive an amount equal to twice his then current Base
Salary (less any disability  insurance benefits previously paid to the Executive
from  disability  policies  provided by the Company) which payment shall be made
within  sixty (60) days after the date of death.  The  foregoing  death  benefit
shall be in addition to any life insurance  proceeds  payable to the Executive's
estate on policies taken by the Company or any subsidiary  thereof. In the event
this Agreement is terminated by reason of the  disability of the Executive,  the
Company  shall pay the  Executive an amount equal to twice his then current Base
Salary  (less any  disability  insurance  benefits  paid to the  Executive  from
disability  policies  provided by the  Company),  in twelve  (12) equal  monthly
installments commencing no more than thirty (30) days after such termination.

     7.03  By the Company for Cause. The Company may  terminate  this Agreement
for cause at any time. For purposes of this Section 7.03, the term "cause" shall
be limited to (i) the willful  engaging  by the  Executive  in gross  misconduct
which is materially  injurious to the Company,  with written  notice of specific
misconduct  given to the  Executive,  (ii) the  conviction of the Executive of a
crime involving any financial  impropriety or other crime which would materially
interfere with the  Executive's  ability to perform his services  required under
this Agreement or otherwise be materially  injurious to the Company or (iii) the
willful  breach by the Executive of any of his material  obligations  under this
Agreement  without  proper  justification,  which breach is not cured within ten
(10) days after  written  notice  thereof from the Company.  For the purposes of
this Section  7.03 and Section  6.02  hereof,  no act, or failure to act, on the
Executive's  part shall be  considered  willful  unless done,  or admitted to be
done,  by the  Executive  in bad faith and without  reasonable  belief that such
action or omission was in the best  interest of the  Company.  In the event this
Agreement is terminated pursuant to the Section 7.03, the Executive shall not be
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entitled to any  compensation  other than his then current Base Salary which has
accrued though his date of termination, subject to the Company's right of offset
based upon acts of the Executive which gave rise to the termination.

     7.04  By the Executive for Good Reason.

     (a) The Executive may terminate  this Agreement at any time for good reason
(as defined in Subsection (b) below). In the event that the Executive terminates
this  Agreement  pursuant to this Section 7.04, or should the Company  terminate
this Agreement  other than pursuant to Section 7.03 hereof,  the Executive shall
receive a severance  allowance equal to the greater of (i) his then current Base
Salary for twelve (12) months or (ii) the Base Salary for the  remainder  of the
then  Term  of  this  Agreement,  which  payments  shall  be  in  equal  monthly
installments.

     (b) "Good  Reason"  shall mean,  without the  Executive's  express  written
consent,  any of the following  circumstances,  unless in the case of paragraphs
(i), (iv), or (v) immediately below such circumstances are fully corrected prior
to the date of  termination  specified  in the notice of  termination,  given in
respect thereof;

     (i) the  assignment  to the Executive of any duties  inconsistent  with his
status  as  the  Vice  President,  Environmental  Affairs  of the  Company  or a
substantial  adverse alteration in the nature or status of his  responsibilities
from  those  in  effect  immediately  prior  to  a  change  in  such  duties  or
responsibilities;

     (ii) a reduction by the Company in the  Executive's  Base Salary as then in
effect,  except for  across-the-board  salary reductions similarly affecting all
senior  executives  of the  Company and all senior  executives  of any entity in
control of the Company;
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     (iii) the failure by the Company to pay to the Executive any portion of his
current  compensation  except  pursuant  to  an  across-the-board   compensation
deferral similarly affecting all senior executives of the Company and all senior
executives of any entity in control of the Company;

     (iv) the failure by the Company to continue in effect any compensation plan
in which the Executive  participates  which is material to the Executive's total
compensation, unless an equitable arrangement (embodied in an ongoing substitute
or alternative  plan) has been made with respect to such plan, or the failure by
the  Company to  continue  the  Executive's  participation  therein  (or in such
substitute or alternative  plan) on a basis not materially less favorable,  both
in terms of the amount of  benefits  provided  and the level of the  Executive's
participation relative to other participants, than the Executive's participation
as it existed at the time of a change in any such plan;

     (v) the failure by the Company to  continue to provide the  Executive  with
benefits  substantially  similar  to  those  enjoyed  by  him  under  any of the
Company's medical/dental and life insurance,  disability,  retirement or pension
plans in which he was participating,  or the taking of any action by the Company
which would,  directly or indirectly,  materially reduce any of such benefits or
deprive the  Executive of any  material  fringe  benefit  enjoyed by him, or the
failure by the Company to provide the Executive with the number of paid vacation
days to which he is entitled  on the basis of years of service  with the Company
in accordance with the Company's normal vacation policy;

     (vi) the  assignment of this  Agreement by the Company  pursuant to Section
9.05 hereof without the consent of the Executive;
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     (vii) any purported termination of the Executive's  employment which is not
effected pursuant to the terms of this Agreement.

     8. Injunctive  Relief.  The Executive  agrees that it would be difficult to
compensate  the Company fully for damages for any violation of the provisions of
this Agreement,  including without limitation the provisions of Sections 5 and 6
hereof. Accordingly, the Executive specifically agrees that the Company shall be
entitled to temporary and permanent  injunctive relief to enforce the provisions
of this Agreement.  This provision with respect to injunctive  relief shall not,
however,  diminish  the right of the  Company  to claim and  recover  damages in
addition to injunctive relief.

     9. Miscellaneous.

     9.01  Governing  Law. This Agreement is made under and shall be governed by
and construed in accordance  with the laws of the State of Delaware,  subject to
any  principles  of  conflict of laws.

     9.02 Prior Agreements.  This Agreement contains the entire agreement of the
parties  relating  to  the  subject  matter  hereof  and  supersedes  all  prior
agreements  and  understandings  with  respect to such subject  matter,  and the
parties hereto have made no agreements,  representations or warranties  relating
to the subject matter of this Agreement which are not set forth herein.

     9.03 Withholding  Taxes. The Company may withhold from any benefits payable
under  this  Agreement  all  federal,  state,  city and other  taxes as shall be
required pursuant to any law or governmental regulation or ruling.
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     9.04  Amendments.  No amendment or  modification of this Agreement shall be
deemed  effective  unless made in writing and signed by the party  against  whom
enforcement of the amendment or modification is sought. Any written waiver shall
not be deemed a  continuing  waiver  unless  specifically  so  stated  and shall
operate only as to the particular term, condition or act specified.

     9.05 Binding;  Assignment. This Agreement shall inure to the benefit of and
be binding  upon the  parties  hereto and their  respective  heirs,  successors,
administrators  and permitted  assigns.  The Company may, without the consent of
the  Executive,  assign its rights and  obligations  under this Agreement to any
corporation,  firm or other  business  entity (i) with or into which the Company
may merge or consolidate,  or (ii) to which the Company may sell or transfer all
or substantially all of its assets or (iii) of which fifty percent (50%) or more
of the  equity  investment  and of the  voting  control  is owned,  directly  or
indirectly,  by, or is under  common  ownership  with,  the  Company;  provided,
however,  that if the assignee was not previously  part of a consolidated  group
with the Company, within thirty (30) days after receipt of written notice of the
assignment the Executive may terminate  this Agreement  pursuant to Section 7.04
hereof,  or the executive may terminate this Agreement  pursuant to the terms of
the Change of Control  Agreement,  dated  October 30, 1997, by and between Giant
Cement Holding, Inc. and the Executive.

     9.06 Notices.  Any notice,  request,  demand or other  document to be given
hereunder  shall be in writing,  and shall be  delivered  personally  or sent by
registered, certified or express mail or facsimile followed by mail as follows:

             If to the Company:
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                      Giant Cement Holding, Inc.
                      320-D Midland Parkway
                      Summerville, SC 29485
                      Attention:  Chief Financial Officer

             If to the  Executive,  to his or her last  shown  address  on the
             books of the Company.

or to such other address as either party hereto may hereinafter duly give to the
other.

     9.07. Severability.  To the extent any provision of this Agreement shall be
invalid  or  unenforceable,  it shall be  considered  deleted  here from and the
remainder of such  provision of this  Agreement  shall be  unaffected  and shall
continue in full force and effect.  In furtherance  and not in limitation of the
foregoing, should the duration or geographical extent of, or business activities
covered by, any provision of this  Agreement be in excess of that which is valid
or enforceable  under applicable law, then such provision shall be reconstructed
to cover  only  that  duration,  extent  or  activities  which  may be valid and
enforceable.


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


                            GIANT CEMENT HOLDING, INC.




                            By:  _____________________________
                                 Gary Pechota
                                 Chairman, President and CEO




                                 _____________________________
                                 RICHARD FAMILIA

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