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                                                                   EXHIBIT 10.16

                 AMENDMENT NUMBER ONE TO EMPLOYMENT, CONSULTING
                          AND NON-COMPETITION AGREEMENT
                          -----------------------------

         THIS AMENDMENT NUMBER ONE TO EMPLOYMENT AND CONSULTING AGREEMENT
("Amendment No. One") is made as of this 26th day of February 2002, by and among
Richard E. Goodell ("REG"), BMAC Services Co., Inc ("BMACS") and U. S. Silica
Company ("US Silica"), and their direct and indirect parent companies USS
Holdings, Inc. ("USSH"), BMAC Holdings, Inc. ("BMACH") and Better Minerals &
Aggregates Company ("BMAC"), and together with BMACS, US Silica, USSH and BMACH,
sometimes referred to as "USS Group".

         WHEREAS, REG and the USS Group companies are parties to an Employment,
Consulting and Non-Competition Agreement dated December 31, 2000 (the
"Employment, Consulting and Non-Competition Agreement");

         WHEREAS, REG and the USS Group companies desire to amend the
Employment, Consulting and Non-Competition Agreement;

         NOW, THEREFORE, in consideration of the agreements set forth herein,
the receipt and adequacy of which the parties hereto acknowledge, REG and the
USS Group companies covenant and agree as follows:

         1.   Section 1(a) of the Employment, Consulting and Non-Competition
              Agreement is modified to read as follows:

                    (a)      REG will work as an employee of BMAC Services
                    Co., Inc. REG will work at a time commitment level
                    equal to 50% of a full-time employee and will receive
                    an annual salary equal to $100,000.00 and will
                    continue to be eligible for all employee benefit
                    plans and programs available to other officers of
                    BMAC Services Co., Inc. REG will be available to
                    provide services to other companies with which the
                    USS Group contracts to provide such services.

                    REG will serve as a Director and Vice Chairman of
                    USSH, BMACH and BMAC and will perform services at the
                    direction of the Boards of Directors of USSH, BMACH
                    and BMAC.

         2.   Section 2(a) of the Employment, Consulting and Non-Competition
              Agreement is modified to read as follows:

                    (a)      Following the termination of his employment with
                    BMAC Services Co. Inc. ("Employment Termination") and
                    until a date five years from the date of Employment
                    Termination (the "Consulting Period"), REG hereby
                    agrees to make himself available for 20 days per
                    calendar year (pro-rated for any partial years) to
                    provide professional consulting services ("Consulting
                    Services") to any of the USS Group companies on such
                    matters as the USS Group companies may reasonably
                    request his services.

         3.   Section 2(d)(ii) of the Employment, Consulting and Non-Competition
              Agreement is modified to read as follows:

                    (d)(ii)  The USS Group companies hereby agree to pay
                    REG the amount of $2,500 per day for any Consulting
                    Services provided pursuant to Section 2(b) hereof.

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         4.   Section 4 of the Employment, Consulting and Non-Competition
              Agreement is modified to read as follows:

                         REG agrees that neither he nor any entity with his
                    control (an "Affiliate") shall from the date hereof until a
                    date five years from the date of the Employment Termination
                    (the "Restrictive Period"), engage, either directly or
                    indirectly, as a principal or for his own account or solely
                    or jointly with others, or as stockholders in any
                    corporation or joint stock association, in any business that
                    competes with the business of any of the USS Group companies
                    anywhere in the world as its business exists as of the date
                    of Employment Termination (the "Restricted Activities");
                    provided, however, that nothing herein shall prohibit the
                    ownership of not more than five (5%) percent of any class of
                    shares of stock or securities of any corporation that
                    competes with the business of any of the USS Group companies
                    and that has a class of publicly traded securities; and
                    provided further, that in the event that the BMAC
                    non-qualified supplemental executive retirement plan
                    ("SERP") fails to pay REG at such time that REG is eligible
                    to receive payment under the SERP, then the Restrictive
                    Period shall terminate.

         5.   A new Section 6.1 is added to the Employment, Consulting and Non-
              Competition Agreement as follows:

                         Section 6.1  Sale of Land. US Silica shall sell to REG,
                                      ------------
                    and REG shall buy from US Silica, approximately 122 acres of
                    land located in Bath District, Morgan County, West Virginia,
                    as shown on that certain hand drawing attached hereto and
                    made a part hereof as Exhibit "B". The land will be sold
                    subject to restrictions on its use in favor of US Silica,
                    the intent of which is to prevent REG or any successor to
                    REG from preventing, impairing or in any way affecting US
                    Silica's, or any US Silica successor's, ability to use its
                    property for mining, or any use ancillary to mining. The
                    price for the land will be $750 per acre. REG will pay all
                    costs associated with the sale of the land by US Silica to
                    REG, including, but not limited to, the costs of any
                    surveys, appraisals, tests, assessments, transfer taxes, or
                    recordation fees.

         6.   Section 8 of the Employment, Consulting and Non-Competition
              Agreement is modified to read as follows:

                         REG and the USS Group hereby agree that,
                    notwithstanding an Employment Termination, such Employment
                    Termination shall not be deemed to be and shall not become
                    effective as, a Termination Event for purposes of the
                    Stockholders Agreement dated as of February 9, 1996 among
                    USS Holdings, Inc. and its stockholders, as heretofore or
                    hereinafter amended.

         7.   A new Section 8.1 is added to the Employment, Consulting and Non-
              Competition Agreement as follows:

              Section 8.1     Class A Common Stock Issued May 25, 2000.
                              ----------------------------------------

                    With respect to the 5,000 shares of Class A Common Stock of
              USSH issued to REG as of May 25, 2000, and with respect to
              the Secured Promissory Note between USSH and REG dated May
              25, 2000, REG and USSH agree that upon the execution of this
              Amendment No. One: (a) REG shall convey to USSH the
              aforementioned 5,000 shares of Class A Common Stock, and REG
              shall execute all documents necessary to effect such
              conveyance; (b) USSH shall pay REG, or caused to be paid to
              REG, $192,625, representing the principal and interest that
              REG has paid to USSH as of the date of this Amendment No.
              One pursuant to the May 25, 2000 Secured Promissory Note
              between REG and USSH; and, (c) the Secured Promissory Note
              dated May 25, 2000 between REG and USSH shall be cancelled.

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         8.    A new Section 9.1 is added to the Employment, Consulting and
               Non-Competition Agreement as follows:

               Section 9.1   Additional Provisions Regarding Retirement Benefits
                             ---------------------------------------------------

               (a)    The BMAC Retirement Plan for Salaried Employees will be
               amended to increase the qualified plan contribution limit to
               $200,000.

               (b)    In the event that BMAC adopts any provisions to provide
               benefit security for the participants in the SERP, any such
               provisions shall provide benefit security to REG.

         9.    The Employment, Consulting and Non-Competition Agreement, as
               amended by this Amendment No. One, shall continue to be in full
               force and effect and hereby is in all respects ratified and
               confirmed.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to the Employment, Consulting and Non-Competition Agreement to be
executed as of the date and year first above written.



                                       _______________________________
                                       Richard E. Goodell

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                                       USS HOLDINGS, INC.


                                 By:   ____________________________________




                                       BMAC HOLDINGS, INC.


                                 By:   ____________________________________




                                       BETTER MINERALS & AGGREGATES COMPANY


                                 By:   ____________________________________




                                       U.S. SILICA COMPANY


                                 By:   ____________________________________