This
Note was originally issued on September 30, 2010, and has not been registered
under the Securities Act of 1933, as amended, or any state securities act, and
may not be sold or transferred in the absence of such registration or
qualification or an exemption therefrom under the securities act or any such
state securities laws that may be applicable.

     

    PROMISSORY
NOTE

     

    
      	
              $1,500,000

            	
              September
      30, 2010    

            


    

    


    FOR VALUE
RECEIVED, the undersigned, jointly and severally, (the “Makers”) promise to pay
to the order of Superior Materials Holding, LLC (“Payee”), the principal sum of
One Million, Five Hundred Thousand ($1,500,000) Dollars as follows:

     

    1.           On
or before January 1, 2011 - $750,000.

     

    2.           On
or before January 1, 2012 - $750,000.

     

    3.           The
interest on the principal sum shall be equal to 0%.

     

    This Note
may be prepaid, in whole or in part, without premium, penalty or additional
interest.  Any costs, expenses or legal fees incurred by Payee in
collecting amounts payable under this Note to which Payee is entitled shall be
paid by the Makers.

     

    This Note
shall be governed by, and construed in accordance with, the laws of the State of
Michigan.  The state courts in Oakland County, Michigan and the
Federal Court in Wayne County, Michigan shall be the sole and exclusive forums
for the resolution of any disputes arising from this Note, and the parties to
this Note hereby submit to the personal jurisdiction and process of these
courts.

     

    This note
may not be transferred or assigned by Payee without the Makers’ prior written
consent.

     

    (Signatures
on next page)

     

    [Signature
Page to Joinder Agreement (Redemption Agreement)]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Kurtz
Gravel Company,

    a
Michigan corporation

    


    
      
        	
                By:

              	
                  /s/ Michael W.
Harlan

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                  Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated: 

              	
                  9/30/2010

              	 
      


      

    

    


    Superior
Holdings, Inc.,

    f/k/a
Superior Redi-Mix, Inc.,

    a
Michigan corporation

    


    
      
        	
                By:

              	
                  /s/ Michael W.
Harlan

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                  Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated: 

              	
                  9/30/2010

              	 
      


      

    

    


    BWB, Inc.
of Michigan,

    a
Delaware corporation

    


    
      
        	
                By:

              	
                  /s/ Curt M. Lindeman

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                  Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated: 

              	
                  9/30/2010

              	 
      


      

    

    


    Builders’
Redi-Mix, LLC,

    a
Delaware limited liability company

    


    
      
        	
                By:

              	
                  /s/ Curt M. Lindeman

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                  Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated: 

              	
                  9/30/2010

              	 
      


      

    

    


    U.S.
Concrete, Inc.

    a
Delaware corporation

    


    
      
        	
                By:

              	
                  /s/ Curt M. Lindeman

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                  Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated: 

              	
                  9/30/2010

              	 
      


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    USC
Michigan, Inc.,

    a
Delaware corporation

    


    
      
        	
                By:

              	
                  /s/ Michael W.
Harlan

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                  Vice President

              	 
      
	 
      	 
      	 
      
	
                Dated: 

              	
                  9/30/2010

              	 
      


      

    

    


    [Signature
Page to Promissory Note]