SECOND AMENDMENT

     THIS  SECOND AMENDMENT dated as of August 12, 1999 (this "Amendment") is to
the  Third  Amended  and  Restated  Credit Agreement (as heretofore amended, the
"Credit  Agreement")  dated  as  of  June 5, 1998 among U.S. AGGREGATES, INC., a
"Lenders")  and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent
for  the  Lenders (the "Agent").  Unless otherwise defined herein, terms defined
in  the  Credit  Agreement  are  used herein as defined in the Credit Agreement.

     WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects;

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged),  the  parties  hereto  agree  as  follows:

     SECTION 1   AMENDMENTS.  Effective   on   (and  subject  to the occurrence
of)  the  Amendment  Effective  Date  (as  defined  below):

     1.1     (a)     The  following  definition  shall  be  added to Section 1.1
of  the  Credit  Agreement  in  its  appropriate  alphabetical  position:

     Change  of  Control means (i)(A) any Person or group of related persons for
purposes  of  Section  13(d)  of the Securities Exchange Act of 1934 (a "Group")
(other  than  GTCR) shall become the owner, directly or indirectly, beneficially
or  of  record,  of  shares  representing  30% or more of the aggregate ordinary
voting  power  represented  by  the  issued  and  outstanding capital stock (the
indirectly,  in  the  aggregate  a  lesser percentage of the Voting Stock of the
Company  than  such  Person  or Group, (ii) the replacement of a majority of the
Board  of Directors of the Company over a two-year period from the directors who
constituted  the  Board  of  Directors  of  the Company at the beginning of such
period,  and such replacement shall not have been approved by a vote of at least
a  majority  of  the  Board of Directors of the Company then still in office who
either  were  members of such Board of Directors at the beginning of such period
or  whose  election  as  a  member  of such Board of Directors was previously so
approved  or (iii) any event or condition relating to a change of control of the
Company  shall  occur  which  requires, or permits the holder or holders (or any
agent  or  trustee  therefor)  of  any  Debt of the Company or any Subsidiary to
require,  the purchase or repurchase prior to its expressed maturity of any Debt
of  the Company or any Subsidiary in an aggregate principal amount (for all such
Debt)  of  $1,000,000  or  more.

     (b)     The  definition  of "Fixed Charge Coverage Ratio" in Section 1.1 of
the  Credit  Agreement  shall be amended and restated in its entirety to read as
follows:

     Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of
(a)  EBITDA  for  such  Computation  Period  to (b) the sum for such Computation
Period of (i) Interest Expense (other than, so long as the Harris Note Documents
are  in  effect,  with  respect  to the Harris Note), (ii) Capital Expenditures,
(iii)  cash  taxes  paid by the Company and its Subsidiaries, (iv) all scheduled
principal  payments due on any Total Debt, other than principal payments made as
a  result  of  any  mandatory reduction of the Revolving Commitments and (v) the
amount  of  all  cash  dividends  declared  or  paid  by  the  Company.

     1.2     Section  6.2.1(a)(iv)  of the Credit Agreement shall be amended and
restated  to  read  in  its  entirety  as  follows:

     (iv)     Concurrently  with  the  receipt of any Net Cash Proceeds from any
issuance  of  equity  securities  of  the Company or any Subsidiary (including a
Public  Offering,  but  excluding  (x)  any  issuance of shares of capital stock
pursuant  to  any  employee  or  director  stock option program, benefit plan or
compensation  program,  (y)  equity contributions from GTCR or its Affiliates to
fund  Permitted  Acquisitions  or  to  fund payments required by the Harris Note
Documents  and  (z) any issuance of capital stock by a Subsidiary to the Company
or  another  Subsidiary),  in  an amount equal to (x) (i) such Net Cash Proceeds
minus  (ii)  if  and  to the extent that the Company funds such payment with the
proceeds  of  its  initial  Public  Offering of common stock, the amount (not to
exceed  $16,400,000)  paid  by  the Company to pay in full and retire the Harris
Note  times  (y)  0.50.

     1.3     Section  10.1  of  the  Credit  Agreement  shall  be amended (a) by
deleting  the  number "30" where it appears in clause (ii) of Section 10.1.2 and
inserting  in  lieu  thereof  the  number  "45"  and (b) adding the following as
Section  10.1.12:

     10.1.12  Forms  10K  and 10Q.  For so long as the Company is a "registrant"
within the meaning of Rule 1-01 of Regulation S-X of the SEC and is obligated to
file  annual  and  quarterly  reports  with the SEC on Forms 10K and 10Q (or any
successor  forms)  then,  notwithstanding  the  foregoing,  it is understood and
agreed  that  the  Company may satisfy its obligations under Sections 10.1.1 and
10.1.2 by delivering copies of such forms to each Lender within the time periods
specified in such Sections in lieu of the deliveries specified in such Sections.

     1.4     Section  10.11 of the Credit Agreement shall be amended by deleting
the  word  "and"  immediately  prior to clause (viii) of the proviso thereof and
inserting  the  following  at  the  end  of such proviso "; (ix) the Company may
convert  300,842.2  shares  of  its  Preferred  Stock  into  common  stock  at a
conversion  price  equal  to the offering price per share of common stock in its
initial  Public Offering of such common stock; and (x) if no Event of Default or
Unmatured  Event  of  Default  exists or would result therefrom, the Company may
declare and pay dividends on its common stock (A) in the third and fourth Fiscal
Quarters  of 1999 in an amount not to exceed $600,000 in any such fiscal quarter
and (B) in any Fiscal Year (commencing with the Fiscal Year beginning January 1,
2000)  in  an  amount  not  to  exceed  15%  of  Consolidated Net Income for the
immediately  preceding  Fiscal Year (provided, that the Company may only pay any
dividend  pursuant  to  this  clause  (x)  if,  after giving effect thereto, the
Company shall be in compliance with all financial covenants in Section 10.6 on a
pro  forma  basis  for the twelve consecutive month period ending on the date of
the  Lenders  on or prior to the date of declaration of such dividend), it being
understood  that,  unless  an  Event  of  Default  under  Section 12.1.1 exists,
dividends may be paid within 60 days after the date of declaration thereof if at
such  date of declaration such dividend complied with this clause (x) even if at
the  time  of  payment thereof the Company is not in compliance with this clause
(x)."

     1.5     Section 10.12 of the Credit Agreement shall be amended and restated
to  read  in  its  entirety  as  follows:

     10.12  Capital  Expenditure,  etc.  Not,  and not permit any Subsidiary to,
make  or  commit  to  make  any  Capital  Expenditure in any Fiscal Year, except
Capital Expenditures which do not in the aggregate exceed (i) $19,000,000 in the
1999  Fiscal  Year  and (ii) $35,000,000 in any Fiscal Year thereafter; provided
that any unused amount in any Fiscal Year, up to a maximum of $2,000,000, may be
carried  over  and  used  in  the  following  Fiscal  Year.

     1.6     Section  12.1.11(a)  of  the  Credit Agreement shall be amended and
restated  to  read  in  its  entirety  as follows "(a) a Change of Control shall
occur."

     SECTION  2  REPRESENTATIONS  AND  WARRANTIES.  The  Company  represents and
warrants  to  the  Agent  and  the  Lenders  that  (a)  the  representations and
warranties  made  in  Section  9  (excluding Sections 9.6 and 9.8) of the Credit
Agreement  are  true  and correct on and as of the Amendment Effective Date with
the  same effect as if made on and as of the Amendment Effective Date (except to
the  extent relating solely to an earlier date, in which case they were true and
correct  as of such earlier date); (b) no Event of Default or Unmatured Event of
Default exists or will result from the execution of this Amendment; (c) no event
or  circumstance  has  occurred  since  the Effective Date that has resulted, or
would  reasonably  be  expected to result, in a Material Adverse Effect; (d) the
execution  and  delivery by the Company of this Amendment and the performance by
the  Company of its obligations under the Credit Agreement as amended hereby (as
so  amended, the "Amended Credit Agreement") (i) are within the corporate powers
of  the  Company,  (ii)  have  been  duly  authorized by all necessary corporate
action,  (iii)  have  received  all  necessary  approval  from  any Governmental
Authority and (iv) do not and will not contravene or conflict with any provision
of  any law, rule or regulation or any order, decree, judgment or award which is
binding  on the Company or any Guarantor or any of their respective Subsidiaries
or  of  any  provision  of  the  certificate of incorporation or bylaws or other
organizational  documents  of  the  Company  or  of  any  agreement,  indenture,
instrument or other document which is binding on the Company or any Guarantor or
any  of  their  respective Subsidiaries; and (e) the Amended Credit Agreement is
the  legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as enforceability may be limited by
applicable  bankruptcy,  insolvency or similar laws affecting the enforcement of
creditors'  rights  generally  or  by  equitable  principles  relating  to
enforceability.

     SECTION  3  EFFECTIVENESS.  The  amendments  set  forth  in Section 1 above
Agent  shall  have  received  (a)  evidence that the Company has consummated the
initial  public offering of its equity securities (the "IPO") and received gross
cash  proceeds  therefrom in an amount not less than $65,000,000, which evidence
must  be  received  on  or  prior to October 31, 1999, (b) a counterpart of this
Amendment  executed  by  the  Company  and  the  Required  Lenders, the Required
Revolving  Lenders,  the Required Term A Lenders and the Required Term B Lenders
(or,  in  the  case of any party other than the Company from which the Agent has
not  received a counterpart hereof, facsimile confirmation of the execution of a
counterpart hereof by such party), (c) for each of the Lenders, an amendment fee
in  an  amount  equal to 0.125% of the sum of such Lender's Revolving Commitment
plus  the  outstanding  Term  Loans of such Lender and (d) each of the following
documents,  each  in  form  and  substance  satisfactory  to  the  Agent:

     3.1     Reaffirmation.  Counterparts  of  the  Reaffirmation  of  Loan
Documents,  substantially  in the forms of Exhibit A executed by the Company and
each  Guarantor.

     3.2     Resolutions.     Certified  copies  of  resolutions of the Board of
Directors  of  the  Company authorizing or ratifying the execution, delivery and
performance  by  the Company of this Amendment, the Amended Credit Agreement and
each  other Loan Document contemplated by this Amendment to which the Company is
a  party.

     3.3     Incumbency  and  Signature  Certificates.    A  certificate  of the
Secretary  or an Assistant Secretary of the Company, certifying the names of the
officer  or  officers  of  the Company authorized to sign this Amendment and the
other  Loan  Documents  contemplated  hereby  to  which  the Company is a party,
together  with  a  sample  of  the  true  signature  of  each  such  officer.

     3.4     Subordinated  Debt.  Evidence  satisfactory  to  the Agent that the
Note  and  Warrant  Purchase  Agreement  shall  have  been amended to permit the
payment  of  the  Harris  Note  from  the  proceeds  of  the  IPO  in the manner
contemplated  hereby.

     3.5     Other  Documents.  Such  other documents as the Agent or any Lender
may  reasonably  request.

     SECTION  4  MISCELLANEOUS.

     4.1     Continuing  Effectiveness,  etc.  As  herein  amended,  the  Credit
Agreement  shall  remain  in  full  force  and effect and is hereby ratified and
confirmed  in  all respects.  After the Amendment Effective Date, all references
in  the  Credit  Agreement,  the Notes, each other Loan Document and any similar
document  to  the "Credit Agreement" or similar terms shall refer to the Amended
Credit  Agreement.

     4.2     Counterparts.  This  Amendment  may  be  executed  in any number of
counterparts  and  by  the  different parties on separate counterparts, and each
such  counterpart  shall  be  deemed to be an original but all such counterparts
shall  together  constitute  one  and  the  same  Amendment.

     4.3     Expenses.  The  Company  agrees  to  pay  the  reasonable costs and
expenses  of  the Agent (including reasonable fees and disbursements of counsel,
including,  without  duplication, the allocable costs of internal legal services
and  all  disbursements  of  internal  legal  counsel)  in  connection  with the
preparation,  execution  and  delivery  of  this  Amendment.

     4.4     Governing  Law.  This  Amendment shall be a contract made under and
governed  by  the laws of the State of Illinois applicable to contracts made and
to  be  wholly  performed  within  the  State  of  Illinois.

     4.5     Successors  and  Assigns.  This Amendment shall be binding upon the
Company,  the Lenders and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Company, the Lenders and the Agent and the
successors  and  assigns  of  the  Lenders  and  the  Agent.

<PAGE>


Delivered  as  of  the  day  and  year  first  above  written.

U.S.  AGGREGATES,  INC.

/s/  Michael  J.  Stone
By:  Michael  J.  Stone
     ------------------
Title:  Chief  Financial  Officer
        ---------------------------


BANK  OF  AMERICA  NATIONAL  TRUST  AND  SAVINGS  ASSOCIATION, as  Agent

/s/  Jim  Cockey
By:  Jim  Cockey
     -----------
Title:  Principal
        -----------

BANK  OF  AMERICA  NATIONAL  TRUST  AND  SAVINGS ASSOCIATION, as a Lender and as
Issuing  Lender

/s/  Jim  Cockey
By:  Jim  Cockey
     -----------
Title:  Principal
        -----------


BANKBOSTON,  N.A.,  as  a  Lender

/s/  Marie  C.  Duprey
By:  Marie  C.  Duprey
     -----------------
Title:  Vice  President
        ---------------


NATIONAL  CITY  BANK,  as  a  Lender

/s/  Brian  Cullina
By:  Brian  Cullina
     --------------
Title:  Senior  Vice  President
        -----------------------


BANK  OF  SCOTLAND,  as  a  Lender

/s/  Annie  Glynn
By:  Annie  Glynn
     ------------
Title:  Senior  Vice  President
        -----------------------

IBJ  WHITEHALL  BANK  AND  TRUST  COMPANY  (formerly  IBJ  Schroder Bank & Trust
Company),  as  a  Lender

/s/  Mark  H.  Minter
By:  Mark  H.  Minter
     ----------------
Title:  Managing  Director
        ------------------

COMERICA  BANK  -  CALIFORNIA,  as  a  Lender

/s/  Scott  J.  Smith
By:  Scott  J.  Smith
     ----------------
Title:  Vice  President
        ---------------

ZIONS  FIRST  NATIONAL  BANK,  as  a  Lender

/s/  Kelly  Robertson
By:  Kelly  Robertson
     ----------------
Title:  Vice  President
        ---------------


UNION  BANK  OF  CALIFORNIA,  N.A.,  as  a  Lender

/s/  Nancy  A.  Perkins
By:  Nancy  A.  Perkins
     ------------------
Title:  Vice  President
        ---------------


CYPRESSTREE  INVESTMENT  MANAGEMENT  COMPANY,  INC.
as  Attorney-in-Fact  and  on behalf of First Allmerica Financial Life Insurance
Company  as  Portfolio  Manager,  as  a  Lender

Illegible
By:
Title:  Principal
        ---------


CYPRESSTREE  INVESTMENT  PARTNERS  II,  LTD.

By:  CypressTree  Investment  Management  Company,  Inc.,  as  Portfolio Manager

Illegible
By:
Title:  Principal
        ---------


ING  HIGH  INCOME  PRINCIPAL  PRESERVATION  FUND  HOLDINGS,  LDC,  as  a  Lender

By:  ING  Capital  Advisors,  Inc.,  as  Investment  Advisor

/s/  Helen  Y.  Rhee
By:  Helen  Y.  Rhee
     ---------------
Title:  Vice  President  &  Portfolio  Manager
        --------------------------------------


PILGRIM  PRIME  RATE  TRUST,  as  a  Lender

By:  Pilgrim  Investments,  Inc.,  as  its  Investment  Manager

/s/  Robert  L.  Wilson
By:  Robert  L.  Wilson
     ------------------
Title:  Vice  President
        ---------------


SENIOR  DEBT  PORTFOLIO

By:  Boston  Management  and  Research,  as  Investment  Advisor

/s/  Scott  H.  Page
By:  Scott  H.  Page
     ---------------
Title:  Vice  President
        ---------------


EATON  VANCE  INSTITUTIONAL  SENIOR  LOAN  FUND

By:  Eaton  Vance  Management,  as  Investment  Advisor

/s/  Scott  H.  Page
By:  Scott  H.  Page
     ---------------
Title:  Vice  President
        ---------------


KZH-CYPRESSTREE  -  1  LLC

/s/  Peter  Chin
By:  Peter  Chin
     -----------
Title:  Authorized  Agent
        -----------------


KZH-HIGHLAND  -  2  LLC

/s/  Peter  Chin
By:  Peter  Chin
     -----------
Title:  Authorized  Agent
        -----------------


ARCHIMEDES  FUNDING  II,  LLC

By:  ING  Capital  Advisors,  LLC,  as  Collateral  Manager

/s/  Helen  Y.  Rhee
By:  Helen  Y.  Rhee
     ---------------
Title:  Vice  President  &  Portfolio  Manager
        --------------------------------------

<PAGE>

                                    EXHIBIT A

                            FORM OF REAFFIRMATION OF
                                 LOAN DOCUMENTS


                                  July 8, 1999


Bank  of  America  National  Trust
and  Savings  Association,  as  Agent
and  the  other  parties
to  the  Third  Amended  and
Restated  Credit  Agreement
referred  to  below
1455  Market  Street
San  Francisco,  California  94103
Attn:  Agency  Management  Services  #5596

                     RE:  REAFFIRMATION OF LOAN DOCUMENTS --
                            COMPANY AND SUBSIDIARIES

Ladies  and  Gentlemen:

     Please  refer  to:

     1.    The  Amended and Restated Security Agreement dated as of June 5, 1998
(the  "Security Agreement") among U.S. Aggregates, Inc. (the "Company"), Western
Aggregates  Holding Corporation, a Delaware corporation, Jensen Construction and
Development,  INC.,  a  Nevada  corporation, Sandia Construction, Inc., a Nevada
corporation,  Cox  Rock  Products  Inc.,  a  Utah  corporation,  Cox  Transport
Corporation,  a  Utah  corporation,  SRM Holdings Corp., a Delaware corporation,
Southern  Ready  Mix,  Inc.,  an  Alabama corporation, A-Block Company, Inc., an
Arizona  corporation,  A-Block  Company,  Inc., a California corporation, Mohave
Concrete  and  Materials,  Inc.,  an  Arizona  corporation,  Mohave Concrete and
Materials,  Inc.,  a  Nevada  corporation,  Mulberry Rock Corporation, a Georgia
corporation,  Valley  Asphalt,  Inc., a Utah Corporation, BHY Ready Mix, Inc., a
Tennessee corporation, Geodyne Transport, Inc., a Utah corporation, Western Rock
Products Corp., a Utah corporation, Tri-State Testing Laboratories, Inc., a Utah
Corporation,  Dekalb  Stone,  Inc.,  a Georgia corporation, Beck Paving, Inc., a
Utah  corporation, Bradley Stone & Sand, Inc., a Tennessee corporation, Treasure
Valley  Concrete,  Inc.,  an   Idaho  corporation,  Monroc,  Inc.,  a  Delaware
corporation,  Western  Aggregates, Inc., a Utah corporation, and Bank of America
National  Trust  and  Savings  Association  in  its  capacity  as Agent (in such
capacity,  the  "Agent");

     2.    The  Amended  and  Restated  Guaranty  dated  as of June 5, 1998 (the
"Guaranty")  executed in favor of the Agent and various other parties by Western
Aggregates  Holding  Corporation,  Jensen  Construction  and  Development, Inc.,
Sandia  Construction,  Inc.,  Cox Rock Products Inc., Cox Transport Corporation,
SRM  Holdings  Corp.,  Southern  Ready Mix, Inc., A-Block Company, Inc., A-Block
Company,  Inc.,  Mohave  Concrete  and  Materials,  Inc.,  Mohave  Concrete  and
Materials, Inc., Mulberry Rock Corporation, Valley Asphalt, Inc., BHY Ready Mix,
Inc.,  Geodyne  Transport,  Inc., Western Rock Products Corp., Tri-State Testing
Laboratories, Inc., Dekalb Stone, Inc., Beck Paving, Inc., Bradley Stone & Sand,
Inc.,  Treasure  Valley  Concrete,  Inc.,  and  Monroc,  Inc.;

     3.    The  following  Pledge  Agreements:

           (a) the  Amended  and  Restated  Company Pledge Agreement dated as of
June  5,  1998  between  the  Company  and  the  Agent,  and

           (b) the  Amended and Restated Subsidiary Pledge Agreement dated as of
June  5,  1998  between  Western Aggregates Holding Corp., Western Rock Products
Corp.,  SRM  Holdings  Corp.,  Southern  Ready  Mix, Inc., Monroc, Inc., and the
Agent,

(all  of  the  foregoing  Pledge Agreements, in each case as heretofore amended,
being  collectively  referred  to  herein  as  the  "Pledge  Agreements").

     4.    The  Patent  Security Agreement made as of March 30, 1995 by Cox Rock
Products  Inc.  in  favor  of  the  Agent  (the  "Patent  Security  Agreement").

     The  Security  Agreement, the Guaranty, the Pledge Agreements, the Aircraft
Security Agreement and the Patent Security Agreement, in each case as heretofore
amended,  are  collectively  referred  to  herein  as  the  "Loan  Documents".
Capitalized  terms  not otherwise defined herein will have the meanings given in
the  Credit  Agreement  referred  to  below.

     Each  of  the  undersigned acknowledges that the Company, the Banks and the
Agent  have executed the Second Amendment (the "Amendment") to the Third Amended
and Restated Credit Agreement dated as of June 5, 1998 (as amended, supplemented
or  otherwise  modified  from  time  to  time,  the  "Credit  Agreement").

     Each  of  the  undersigned hereby confirms that each Loan Document to which
such undersigned is a party remains in full force and effect after giving effect
to  the  effectiveness  of  the Amendment and that, upon such effectiveness, all
references  in  such Loan Document to the "Credit Agreement" shall be references
to  the  Credit  Agreement  as  amended  by  the  Amendment.

     The  letter  agreement  may  be  signed  in counterparts and by the various
parties  as  herein  on  separate  counterparts.  This letter agreement shall be
governed  by  the laws of the State of Illinois applicable to contracts made and
to  be  performed  entirely  within  such  State.

     U.S.  AGGREGATES,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Chief  Financial  Officer
           ---------------------------


     SRM  HOLDINGS  CORP.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     WESTERN  AGGREGATES  HOLDING  CORP.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     WESTERN  ROCK  PRODUCTS  CORP.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     JENSEN  CONSTRUCTION  &  DEVELOPMENT,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     SANDIA  CONSTRUCTION,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     TRI-STATE  TESTING  LABORATORIES,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     MOHAVE  CONCRETE  AND  MATERIALS,  INC.,
     a  Nevada  corporation

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     MOHAVE  CONCRETE  AND  MATERIALS,  INC.,
     an  Arizona  corporation

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     A-BLOCK  COMPANY,  INC.,
     an  Arizona  corporation

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     A-BLOCK  COMPANY,  INC.,
     a  California  corporation

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     COX  ROCK  PRODUCTS,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     COX  TRANSPORT  CORPORATION

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     VALLEY  ASPHALT,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     GEODYNE  TRANSPORT,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     BECK  PAVING,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     SOUTHERN  READY  MIX,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     DEKALB  STONE,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     MULBERRY  ROCK  CORPORATION

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     BHY  READY  MIX,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------


     BRADLEY  STONE  &  SAND,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     TREASURE  VALLEY  CONCRETE,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     MONROC,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     WESTERN  AGGREGATES,  INC.

     /s/  Michael  J.  Stone
     By:  Michael  J.  Stone
          ------------------
     Title:  Vice  President
           -----------------

     ACKNOWLEDGED  AND  AGREED
     as  of  the  date  first  written  above

     BANK  OF  AMERICA  NATIONAL  TRUST
     AND  SAVINGS  ASSOCIATION,  as  Agent

     /s/  Jim  Cockey
     By:  Jim  Cockey_
          -----------
     Title: Principal
            ----------

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