U.S.  AGGREGATES,  INC.
                       -----------------------------------

                  AMENDMENT  NO.  2  TO  AMENDED  AND  RESTATED
                     NOTE  AND  WARRANT  PURCHASE  AGREEMENT
                       -----------------------------------

                         DATED  AS  OF  AUGUST  12,  1999



     $30,000,000  10.34%  SENIOR  SUBORDINATED  NOTES  DUE  NOVEMBER  22,  2006
                                      AND
     $15,000,000  10.09%  SENIOR  SUBORDINATED  NOTES  DUE  NOVEMBER  22,  2008

<PAGE>
                              U.S.  AGGREGATES,  INC.


     $30,000,000  10.34%  SENIOR  SUBORDINATED  NOTES  DUE  NOVEMBER  22,  2006
                                      AND
     $15,000,000  10.09%  SENIOR  SUBORDINATED  NOTES  DUE  NOVEMBER  22,  2008


                  AMENDMENT  NO.  2  TO  AMENDED  AND  RESTATED
                       NOTE AND WARRANT PURCHASE AGREEMENT


                                                      As  of  August  12,  1999


The  Prudential  Insurance  Company  of  America
c/o  Prudential  Capital  Group
One  Gateway  Center,  11  Floor
Newark,  New  Jersey  07102

Ladies  and  Gentlemen:

     U.S. AGGREGATES, INC., a Delaware corporation (together with its successors
and  assigns,  the  "COMPANY"),  agrees  with  you  as  follows:

1.     PRIOR  AMENDMENT  AND  ISSUANCE  OF  NOTES.

     The  Company  has  entered  into an Amendment No. 1 to Amended and Restated
Note  and  Warrant  Purchase Agreement, dated as of April 14, 1999 (as in effect
immediately  prior  to  giving  effect  to  the  amendments provided for by this
Agreement,  the  "EXISTING  NOTE PURCHASE AGREEMENT" and, as amended pursuant to
this  Agreement  and  as  may be further amended, restated or otherwise modified
from  time  to  time,  the "AMENDED NOTE PURCHASE AGREEMENT"), pursuant to which
certain  amendments  were  made  to  the  Amended  and Restated Note and Warrant
Purchase  Agreement  dated  as  of  June  5,  1998 whereby $30,000,000 aggregate
principal  amount  of 10.34% Senior Subordinated Notes due November 22, 2006 and
$15,000,000  aggregate  principal amount of 10.09% Senior Subordinated Notes due
November 22, 2008 (such Notes, as may be amended, restated or otherwise modified
from  time  to time, the "NOTES") of the Company have been issued to you and are
currently  outstanding.

2.     DEFINED  TERMS.

     Capitalized  terms  used herein and not otherwise defined have the meanings
ascribed  to  them  in  the  Existing  Note  Purchase  Agreement.

3.     REQUEST  FOR  CONSENT  TO  AMENDMENTS.

     The  Company  requests  that  you consent to the amendments to the Existing
Note  Purchase  Agreement  provided  for  by  this Agreement (the "AMENDMENTS").

4.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.

     To  induce  you  to  enter  into  this  Agreement  and  to  consent  to the
Amendments,  the  Company  represents  and  warrants  as  follows:

     4.1     ORGANIZATION  AND  EXISTENCE.

     The  Company  is a corporation duly organized and existing in good standing
under  the  laws  of the State of Delaware and has the requisite corporate power
and  authority  to  execute  and  deliver  this  Agreement  and  to  perform its
obligations  under  the  Amended  Note  Purchase  Agreement.

     4.2     ACTIONS  PENDING.

     There  are  no actions, suits, investigations or proceedings pending or, to
the  knowledge  of  the  Company,  threatened  against the Company or any of its
Subsidiaries,  or  any  properties  or  rights  of  the  Company  or  any of its
Subsidiaries,  by  or  before  any  court,  arbitrator  or  administrative  or
governmental  body  that,  individually or in the aggregate, could reasonably be
expected  to  have  a  Material  Adverse  Effect.

     4.3     AMENDMENT  AUTHORIZED;  OBLIGATIONS  ENFORCEABLE.

     (a)     AGREEMENT  IS  LEGAL AND AUTHORIZED.  The execution and delivery by
the  Company  of  this  Agreement, and compliance by the Company with all of the
provisions  of  the  Amended  Note  Purchase Agreement, are within the corporate
powers  of  the  Company.

     (b)     COMPANY  OBLIGATIONS  ARE  ENFORCEABLE.  The   Company   has   duly
authorized  this  Agreement by all necessary action on its part.  This Agreement
has  been  executed and delivered by one or more duly authorized officers of the
Company,  and  each  of  this  Agreement and the Amended Note Purchase Agreement
constitutes a legal, valid and binding obligation of the Company, enforceable in
accordance  with  its  terms,  except  that  the  enforceability thereof may be:

     (i)     limited  by  applicable  bankruptcy,  reorganization,  arrangement,
insolvency,  moratorium,  or  other similar laws affecting the enforceability of
creditors'  rights  generally;  and

     (ii)     subject  to  the  availability  of  equitable  remedies.

     4.4     NO  CONFLICTS.

     Neither  the  execution  nor delivery of this Agreement, nor fulfillment of
nor  compliance  with  the  terms  and  provisions  of the Amended Note Purchase
Agreement  and  the other Financing Documents will conflict with, or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
or result in any violation of, or result in the creation of any Lien upon any of
the  Properties  of  the  Company  or  any  of its Subsidiaries pursuant to, the
charter  or  bylaws  of the Company or any of its Subsidiaries, any award of any
arbitrator  or  any  agreement  (including  any  agreement  with  stockholders),
instrument,  order,  judgment, decree, statute, law, rule or regulation to which
the  Company  or  any  of  its  Subsidiaries  is  subject.

      4.5     GOVERNMENTAL  CONSENT.

     Neither  the  execution and delivery of this Amendment, nor the performance
by  the Company of its obligations under the Amended Note Purchase Agreement and
the other Financing Documents, is such as to require any authorization, consent,
approval,  exemption or other action by or notice to or filing with any court or
administrative  or  governmental  body  (other  than  routine  filings  with the
Securities  and  Exchange  Commission  and/or state Blue Sky authorities) on the
part  of  the  Company  in  connection  with  the execution and delivery of this
Agreement  or  fulfillment of or compliance with the terms and provisions of the
Amended  Note  Purchase  Agreement  or  of  the  other  Financing  Documents.

      4.6     FULL  DISCLOSURE.

     This  Agreement and the documents, certificates or other writings delivered
to  you  by  or  on  behalf  of  the Company in connection with the proposal and
negotiation  of  the  Amendments,  taken  as  a whole, do not contain any untrue
statement  of  a  material  fact or omit to state any material fact necessary to
make  the  statements therein not misleading in light of the circumstances under
which  they  were  made.  There  is  no  fact  known  to  the Company that could
reasonably  be  expected to have a Material Adverse Effect that has not been set
forth  herein  or  in  the  other  documents,  certificates  and  other writings
delivered  to  you  by  or  on  behalf  of  the  Company specifically for use in
connection with the transactions contemplated by the Note Purchase Agreement and
this  Agreement.

     4.7     AMENDMENT OF BANK CREDIT AGREEMENT.

     Attached  hereto as Exhibit C is a copy of the Second Amendment to the Bank
Credit  Agreement  (the  "SECOND  AMENDMENT"),  which has been duly executed and
delivered  by  each  of  the parties thereto, is true, correct and complete, and
(subject  only to the execution and delivery of this Agreement) is in full force
and  effect.

     4.8     NO  DEFAULTS.

     No  event has occurred and no condition exists that, upon the execution and
delivery  of  this  Agreement  and  the  effectiveness of the Amendments and the
Second  Amendment,  would  constitute  a  Default  or  an  Event  of  Default.

5.     AMENDMENTS.

     5.1     AMENDMENTS  TO  EXISTING  NOTE  PURCHASE  AGREEMENT.

     Subject  to  paragraph  5.2, the Existing Note Purchase Agreement is hereby
amended  in  the  manner  specified  in  Exhibit  A  to  this  Agreement.

     5.2     EFFECTIVENESS  OF  AMENDMENTS.

     The  amendments  of  the  Existing  Note Purchase Agreement contemplated by
paragraph  5.1  and  Exhibit  A  shall  become  effective  at  such  time  as

     (a)     the Company and you shall have executed and delivered a counterpart
of  this  Agreement;

     (b)     the  representations  and warranties set forth in paragraph 4 shall
be  true  and  correct;

     (c)     the  Company  shall  have  authorized,  by  all necessary corporate
action,  the execution and delivery of this Agreement and the performance of all
obligations  of,  and  the  satisfaction of all closing conditions set forth in,
this  paragraph  5  by, and the consummation of all transactions contemplated by
this  Agreement  by,  the  Company;

     (d)     each  Restricted  Subsidiary  shall have executed and delivered the
Guarantor  Consent  in respect of its obligations under the Subsidiary Guaranty,
substantially  in  the  form  attached  hereto  as  Exhibit  B;

     (e)     evidence  that  the  Company  has  consummated  the  initial public
offering  of  its  equity  securities  (the  "IPO")  and received gross proceeds
therefrom  in  an  amount  not  less  than $[65],000,000, which evidence must be
received  on  or  prior  to  October  31,  1999;

     (f)     evidence of the full, final, and indefeasible payment of the Harris
Trust  Note;

     (g)     the  Company  shall have paid you an amendment fee in the amount of
$56,250;  and

     (h)     all  proceedings  taken  in  connection with this Agreement and all
documents  and  papers  relating  thereto  shall be satisfactory to you and your
special  counsel, and you and your special counsel shall have received copies of
such  documents and papers as you or your special counsel may reasonably request
in  connection  herewith.

6.     EXPENSES.

     Whether  or  not the Amendments become effective, the Company will promptly
(and in any event within 30 days of receiving any statement or invoice therefor)
pay  all fees, expenses and costs relating to this Agreement, including, but not
limited  to,  (a) the cost of reproducing this Agreement and the other documents
delivered  in  connection herewith and (b) the reasonable fees and disbursements
of  your special counsel (namely, Bingham Dana LLP, or its successor or assigns)
incurred  in  connection  with the preparation, negotiation and delivery of this
Agreement  and the review of documents produced in connection with the Company's
IPO.  Nothing  in  this  paragraph 6 shall limit the Company's obligations under
paragraph  14B  of  the  Amended  Note  Purchase  Agreement.

7.     MISCELLANEOUS.

     7.1     PART  OF  NOTE  PURCHASE  AGREEMENT,  FUTURE  REFERENCES, etc.

     This  Agreement  shall be construed in connection with and as a part of the
Existing  Note  Purchase  Agreement  and,  except  as  expressly amended by this
Agreement,  all  terms,  conditions and covenants contained in the Existing Note
Purchase  Agreement and the Notes are hereby ratified and shall be and remain in
full  force  and  effect.  Any and all notices, requests, certificates and other
instruments  executed  and  delivered  after  the execution and delivery of this
Agreement  may  refer  to  the  Existing  Note  Purchase Agreement and the Notes
without  making  specific reference to this Agreement, but nevertheless all such
references  shall  include this Agreement unless the context otherwise requires.

     7.2     COUNTERPARTS;  EFFECTIVENESS.

     This Agreement may be executed in any number of counterparts, each of which
shall  be an original but all of which together shall constitute one instrument.
Delivery  of  an  executed  signature  page  by  facsimile transmission shall be
effective  as  delivery  of  a  manually  signed  counterpart of this Agreement.

     7.3     SUCCESSORS  AND  ASSIGNS.

     All  covenants  and  other  agreements in this Agreement contained by or on
behalf  of  any of the parties hereto shall bind and inure to the benefit of the
respective  successors  and  assigns  of  the parties hereto (including, without
limitation,  any  Transferee)  whether  so  expressed  or  not.

     7.4     GOVERNING  LAW.

     THIS  AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS  OF  THE  PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF
NEW  YORK.

     [REMAINDER  OF PAGE INTENTIONALLY LEFT BLANK; NEXT PAGE IS SIGNATURE PAGE.]

     If  you  are in agreement with the foregoing, please so indicate by signing
the agreement below on the accompanying counterpart of this Agreement and return
it  to  the  Company,  whereupon  the foregoing shall become a binding agreement
among  you  and  the  Company.

                                                 Very  truly  yours,

                                                 U.S.  AGGREGATES,  INC.



                                                 By: /s/ Micahael J. Stone
                                                 Name:  Micahael J. Stone
                                                 Title:  Chief Financial Officer


The  foregoing  Agreement  is
hereby  accepted  as  of  the
date  first  above  written.

THE  PRUDENTIAL  INSURANCE  COMPANY
OF  AMERICA



By: /s/ Robert R. Derrick
Name: Robert R. Derrick
Title: Vice President

<PAGE>

                                                                      EXHIBIT  A

                                    AMENDMENTS


1.      PARAGRAPH  6C(iv)(a)  OF THE EXISTING NOTE PURCHASE AGREEMENT (CHANGE IN
CONTROL)  IS  HEREBY  AMENDED  AND  RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

     (a)     "CHANGE  IN  CONTROL"  means,  at  any  time,

(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 LP) shall
become  the  owner, directly or indirectly, beneficially or of record, of shares
representing  thirty  percent  (30%)  or  more of all the issued and outstanding
Voting  Stock  of  each  class of the Company and (B) GTCR LP shall beneficially
own,  directly  or  directly, in the aggregate a lesser percentage of the Voting
Stock  of  the  Company  than  such  Person  or  Group;  or

(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  of  condition  relating to a Change in Control of the Company
which  requires,  or  permits  the  holder  or  holders (or any agent or trustee
therefor) of any Debt of the Company or any Restricted Subsidiary to require the
purchase  or  repurchase  prior to its expressed maturity of any Debt (excluding
the Notes) of the Company or any Restricted Subsidiary in an aggregate principal
amount  (for  all  such  Debt)  of  $1,000,000  or  more.

2.      ANY  AND  ALL  REFERENCES  TO  THE HARRIS TRUST NOTE (INCLUDING, BUT NOT
LIMITED  TO  THE REFERENCE IN PARAGRAPH 8C(I) IN THE CALCULATION OF CONSOLIDATED
DEBT,  THE REFERENCE IN THE CALCULATION OF CONSOLIDATED INTEREST EXPENSE AND THE
DEFINED  TERM  IN  PARAGRAPH  13B)  IN  THE EXISTING NOTE PURCHASE AGREEMENT ARE
HEREBY  DELETED.

3.      PARAGRAPH  8E  OF  THE  EXISTING  NOTE  PURCHASE  AGREEMENT  (RESTRICTED
PAYMENTS)  IS  HEREBY  AMENDED  AND  RESTATED  AS  FOLLOWS:

8E.     RESTRICTED  PAYMENTS.     The  Company  will not and will not permit any
Restricted  Subsidiary  to,

     (i)     declare  or  pay  any  dividend  (other  than  stock  dividends) or
distribution  on  any  of  its  capital  stock,

     (ii)     purchase  or  redeem  any  capital  stock  of  the  Company or any
Restricted  Subsidiary  (or  any  warrants,  options  or other rights in respect
thereof),

     (iii)     make any other distribution to shareholders of the Company or any
Restricted  Subsidiary,

     (iv)     prepay,  purchase,  defease  or redeem any Debt subordinate to the
Notes,  or

     (v)     set  aside  funds  for  any  of  the  foregoing;

provided  that

(a)  the  Company may convert 300,842.2 shares of its preferred stock, par value
$0.01  per  share, 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;

(b)  any  Restricted  Subsidiary  may  declare  dividends,  or  make  other
distributions, to the Company or to another Restricted Subsidiary of the Company
(but  not  to  any  other  Person);  and

(c)  so long as no Default or Event of Default exists or would result therefrom,

(1)  the Company or any Restricted Subsidiary may repurchase or redeem its stock
from any former employee, director or consultant to, a Restricted Subsidiary (or
any heirs or legal representatives of any such employee, director or consultant)
in  an  aggregate amount, for all such purposes, not exceeding $1,000,000 in any
fiscal  year;  and

(2)  the  Company  may  declare and pay dividends on its common stock (A) in its
third  and fourth fiscal quarters of 1999 in an amount not to exceed $600,000 in
either  such  fiscal quarter and (B) in any of its fiscal years (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 (c)(2) if,
after  giving  effect  thereto,  the  Company  shall  be  in compliance with all
financial covenants in Paragraph 8 and such 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  (c)(2)).

4.      THE  DEFINITION  OF "CONSOLIDATED FIXED CHARGES" IN PARAGRAPH 13B OF THE
EXISTING NOTE PURCHASE AGREEMENT (OTHER TERMS) IS HEREBY AMENDED AND RESTATED AS
FOLLOWS:

     "CONSOLIDATED  FIXED  CHARGES"  means, in respect of any period of four (4)
consecutive  fiscal  quarters  of  the  Company,  the  sum  of

     (i)     Consolidated  Interest  Expense  in  respect  of  such period, plus

     (ii)     Consolidated  Capital  Expenditures  made during such period, plus

     (iii)     taxes paid in cash by the Company and its Restricted Subsidiaries
during  such  period,  plus

     (iv)     all  scheduled  principal  payments  due  on any Consolidated Debt
during  such period, other than any principal payments to be made as a result of
any mandatory reduction of commitments under the Revolving Credit Facility, plus

     (v)      the  amount  of  all  cash  dividends  declared  by  the  Company.

<PAGE>

                                                                      EXHIBIT  B

                          [FORM  OF  GUARANTOR  CONSENT]


     Reference  is  made  to  that certain Amended and Restated Note and Warrant
Purchase  Agreement,  dated  as of June 5, 1998 (the "Note Purchase Agreement"),
between  U.S.  Aggregates,  Inc.  (the  "Company")  and The Prudential Insurance
Company  of America (the "Noteholder"), pursuant to which  $30,000,000 principal
amount of 10.34% Senior Subordinated Notes due November 22, 2006 and $15,000,000
principal  amount of 10.09% Senior Subordinated Notes due November 22, 2008 (the
"Notes")  of  the  Company  have been issued to the Noteholder and are currently
outstanding.  Capitalized  terms  used  herein  and defined in the Note Purchase
Agreement  are  used  herein  with  the  meanings  ascribed  to them in the Note
Purchase  Agreement.  The  Note  Purchase  Agreement was amended pursuant to the
terms  of  Amendment No. 1 to the Amended and Restated Note and Warrant Purchase
Agreement  dated  as of April 14, 1999 (as in effect immediately prior to giving
effect  to  the  amendments  provided  for in Amendment No. 2 to the Amended and
Restated  Note  and  Warrant  Purchase  Agreement,  the  "EXISTING NOTE PURCHASE
AGREEMENT"  and,  as  amended  pursuant  to  Amendment  No. 2 to the Amended and
Restated  Note  and  Warrant  Purchase  Agreement and as may be further amended,
restated  or  otherwise  modified  from time to time, the "AMENDED NOTE PURCHASE
AGREEMENT").  The  Existing Note Purchase Agreement is being amended pursuant to
the  terms  of Amendment No. 2 to the Note Purchase Agreement dated as of August
12,  1999  (the  "SECOND  AMENDMENT  AGREEMENT").

     Each  of the undersigned Restricted Subsidiaries (each, a "GUARANTOR") is a
party  to  the Subsidiary Guaranty entered into in connection with the execution
and  delivery  of  the  Note Purchase Agreement and the issuance and sale of the
Notes.  Each  Guarantor  hereby  consents  to the Second Amendment Agreement and
acknowledges  and  affirms  all  of  its  obligations  under  the  terms  of the
Subsidiary  Guaranty.


Dated:  As  of  August  12,  1999



     [Remainder of page intentionally left blank.  Next page is signature page.]

<PAGE>

     IN  WITNESS WHEREOF, each Guarantor has caused this Guarantor Consent to be
executed  on  its behalf, as of the date first above written, by one of its duly
authorized  officers.


SRM  HOLDINGS  CORP.



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

SOUTHERN  READY  MIX,  INC.



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

WESTERN  AGGREGATES
HOLDING  CORP.



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

WESTERN  ROCK  PRODUCTS
CORPORATION



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


COX  ROCK  PRODUCTS,  INCORPORATED


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


COX  TRANSPORT  CORPORATION


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

JENSEN  CONSTRUCTION  &
DEVELOPMENT,  INC.



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

SANDIA  CONSTRUCTION,  INC.



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

SOUTHERN  NEVADA  AGGREGATES,  INC.

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


MOHAVE  CONCRETE  AND  MATERIALS,  INC. (NEVADA)

By:  /s/  Michael  J.  Stone
Name:  Michael  J.  Stone
Title:  Vice  President
<PAGE>
MOHAVE  CONCRETE  AND  MATERIALS,  INC.  (ARIZONA)


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

A-BLOCK  COMPANY,  INC. (ARIZONA)


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

A-BLOCK  COMPANY,  INC.  (CALIFORNIA)


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

VALLEY  ASPHALT,  INC.


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

DEKALB  STONE,  INC.


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

<PAGE>
GEODYNE  TRANSPORT,  INC.


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

FALCON  RIDGE  CONSTRUCTION,  INC.


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

BECK  PAVING,  INC.



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

MULBERRY  ROCK  CORPORATION



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

BHY  READY  MIX,  INC.


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


BRADLEY  STONE  &  SAND,  INC.


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

TRI-STATE  TESTING  LABORATORIES,  INC.


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


BIG  HORN  REDI  MIX,  INC.


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


TREASURE  VALLEY  CONCRETE,  INC.


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


MONROC,  INC.


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


<PAGE>

                                                                      EXHIBIT  C

[COPY  OF  EXECUTED  SECOND  BANK  AMENDMENT]