Exhibit 10.2


Execution Version


GUARANTY


          THIS GUARANTY (this
“Guaranty”) is made as of April 1, 2007 by U.S. Concrete, Inc.,
a Delaware corporation (“Guarantor”) in favor of Edw. C. Levy
Co., a Michigan corporation (“Levy”), and Superior Materials
Holdings, LLC (f/k/a Superior Joint Venture, LLC), a Michigan limited liability
company (the “Company”).


Recitals



          A.        BWB,
Inc. of Michigan, a Delaware corporation, Builders’ Redi-Mix, LLC, a
Delaware limited liability company, Kurtz Gravel Company, a Michigan corporation
(“Kurtz”), Superior Holdings, Inc. (f/k/a Superior Redi-Mix,
Inc.), a Michigan corporation and USC Michigan, Inc., a Delaware corporation
(collectively, together with any successors or assigns, the “USC
Members”), each an affiliate of Guarantor, Levy, and the Company are
parties to a Contribution Agreement dated as of March 26, 2007 (the
“Contribution Agreement”).



          B.        In
connection with the closing of the transactions contemplated by the Contribution
Agreement, (i) the USC Members, Levy and Company are entering into the Operating
Agreement (as defined in the Contribution Agreement) (the “Operating
Agreement”), (ii) Kurtz and Levy are entering into the Asset Purchase
Agreement (as defined in the Contribution Agreement) (the “Purchase
Agreement”), (iii) Kurtz and the Company are entering into the Kurtz
Lease (as defined in the Contribution Agreement) (the “Kurtz
Lease”) and (iv) Kurtz and Levy, or an affiliate of Levy, are entering
into the Mining Lease (as defined in the Contribution Agreement) (the
“Mining Lease”), each dated as of the date hereof. 



          C.          As
a condition to Levy and the Company’s obligations to close the transactions
contemplated by the Contribution Agreement, Guarantor has agreed to guarantee
each of the USC Members’ obligations under the Contribution Agreement, the
Operating Agreement, the Purchase Agreement, the Kurtz Lease and the Mining
Lease (the “Guaranteed Documents”).



          D.        Guarantor
has received a copy of each of the Guaranteed Documents and understands the
obligations of each of the USC Members contained therein.  Guarantor is
willing to guarantee each of the USC Members’ performance of such
obligations, on the terms set forth below, in recognition that consummation of
the transactions contemplated by the Guaranteed Documents is in the best
interests of Guarantor and is necessary or convenient to the conduct, promotion
or attainment of Guarantor’s business.  


          In consideration of
these premises and the commitments set forth herein, the parties hereby agree as
follows:



          1.        Guaranty. 


	
  
 
  	
  

          1.1        Guarantor
hereby guarantees the full performance of all of the USC Members’
obligations to Levy and to the Company under the Guaranteed Documents
(collectively, the “Guaranteed Obligations”). Guarantor agrees
that its guarantee hereunder constitutes a guarantee of performance and payment
when due and not of collection.  In the event of any default or breach by
any USC Member of any Guaranteed obligation owing to Levy or the Company and
guaranteed hereunder, then no later than 30 days after Guarantor’s receipt
of written notice of such default or breach, Guarantor will perform or cause the
performance of all or any of such Guaranteed Obligation which is in default
unless such default has theretofore been cured.  Levy and the Company agree
that Guarantor will not be deemed to be in default under this Guaranty until
such notice has been provided and the curative period has expired.
















	
  
 
  	
  

          1.2        In
no event shall the obligations and liabilities of Guarantor hereunder exceed the
obligations and liabilities of the USC Members under the Guaranteed Documents,
as if Guarantor were itself a party to the Guaranteed Documents instead of the
USC Members.  Guarantor shall have all rights and defenses, set-offs,
counterclaims, reductions, diminutions or limitations of the USC Members under
the terms of the Guaranteed Documents; provided, however, that the foregoing
shall not absolve Guarantor, and Guarantor agrees to continue to perform its
obligations hereunder, in the event a USC Member becomes insolvent, bankrupt,
reorganizes or otherwise involved in an action or proceeding affecting the
rights of creditors generally.
 
	
  
 
  	
  
 
  
	
  
 
  	
  

          1.3        This
Guarantee is and shall remain an unconditional and continuing guarantee of the
Guaranteed Obligations and not a guarantee of collection, shall remain in full
force and effect irrespective of any interruption in the business and other
dealings and relations of the USC Members with Levy and the Company and shall
apply to and guarantee the due and punctual payment and performance of all the
Guaranteed Obligations of any USC Member due by any USC Member to Levy or the
Company, subject to the provisions set forth herein.  To that end,
Guarantor hereby expressly waives (i) any right to require Levy or the Company
to bring any action against the USC Members, and (ii) any right to require Levy
or the Company to bring any action against any other person.
 



          2.        Representations
and Warranties of Guarantor.


	
  
 
  	
  

          2.1        Guarantor
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware.  Guarantor has the requisite corporate
power and authority to enter into this Guaranty.  Guarantor is not in
default under or in violation of any provision of its articles or
bylaws.
 
	
  
 
  	
  
 
  
	
  
 
  	
  

          2.2        This
Guaranty has been duly authorized by Guarantor and by all necessary corporate
action on the part of Guarantor, and no other proceedings are necessary on the
part of Guarantor to authorize the execution, delivery and performance of this
Guaranty.  This Guaranty constitutes the legal, valid and binding
obligation of Guarantor, enforceable against Guarantor in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting enforcement of
creditors’ rights generally and by general principles of equity (whether
applied in a proceeding at law or in equity).
 



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          2.3
        Guarantor’s execution,
delivery and performance of this Guaranty does not and will not conflict with,
result in a violation or breach of, constitute a default (or an event which with
the giving of notice or the lapse of time or both would constitute a default) or
give rise to any right of termination, amendment, cancellation or acceleration
of any right or obligation of Guarantor under, or result in any loss of any
material benefit to which Guarantor is entitled, under the terms of (i)
Guarantor’s articles of incorporation or bylaws, (ii) any agreement,
indenture, deed of trust, mortgage, loan agreement or other instrument to which
Guarantor is a party or by which Guarantor or any of Guarantor’s assets or
properties may be bound, (iii) any order, judgment, writ, injunction, award,
law, statute, rule, regulation or decree to which Guarantor is a party or by
which Guarantor or any of Guarantor’s assets or properties may be bound or
affected, or (iv) any permit with or under any law or governmental authority of
Guarantor.








          3.          Attorneys’
Fees and Expenses.  Guarantor agrees to reimburse Levy and the Company
for all costs and expenses, including reasonable attorneys’ fees and
expenses, incurred in connection with the enforcement of Levy and the
Company’s rights under this Guaranty.



          4.        Waiver. 



	
  
 
  	
  

          4.1        Guarantor
unconditionally and irrevocably waives, to the fullest extent permitted by
applicable law:  (i) notice of acceptance of this Guaranty and, except
as otherwise provided in Section 1, any notice regarding the performance or
non-performance of the USC Members with respect to any of the Guaranteed
Obligations; (ii) presentment for payment, notice of non-payment or
non-performance, demand, protest, notice of protest and notice of dishonor or
default to anyone; (iii) defenses to pay or perform based upon any of the
Guaranteed Obligations not being a valid and binding obligation of the USC
Members enforceable in accordance with their respective terms for any reason
whatsoever; (iv) all other notices to which Guarantor may be entitled but which
may legally be waived; (v) any disability of any USC Member (other than the
indefeasible payment of the Guaranteed Obligations in full in cash), including
absence or cessation of liability for any reason whatsoever, the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets of any USC Member, however effected, or the
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition with creditors or readjustment or other
similar proceedings affecting any USC Member, or any of the assets of any USC
Member; (vi) any allegation or contest of the validity of this Guaranty or any
of the Guaranteed Obligations, or the disaffirmance of any of the Guaranteed
Obligations in any such proceeding; (vii) all rights under any state or federal
statute dealing with or affecting the rights of creditors; and (viii) all other
suretyship defenses, including, without limitation, those suretyship defenses
set forth in the American Law Institute’s Restatement of the Law (Third) of
Suretyship and Guarantee.
 
	
   
  	
  
 
  
	
  
 
  	
  

          4.2        No
waiver by Levy or the Company of any default by Guarantor or any USC Member, or
forbearance with respect to any default by either, shall operate as a waiver of
any other default or of the same default on a future occasion – or require
the forbearance with respect thereto – and no waiver or forbearance by Levy
or the Company shall limit Guarantor’s liability under this Guaranty or
negatively affect the validity and enforceability of this Guaranty in accordance
with its stated terms.
 




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          4.3        Guarantor
expressly waives, for Levy’s and the Company’s benefit, any and all
rights of recourse against the USC Members, including the property and assets of
the USC Members, arising out of any payment made under or pursuant to this
Guaranty, including any claim of subrogation, reimbursement, exoneration,
contribution and indemnity that Guarantor may have against the USC Members,
until the Guaranteed Obligations have been paid in full.  Guarantor will
not enter into any contract or agreement in violation of the foregoing
provisions, and any such purported contract or agreement shall be void ab
initio.
 




          5.        Recovered
Payment.  If any payment received by Levy or the Company from any USC
Member or Guarantor in respect of the Guaranteed Obligations is subsequently set
aside, rescinded, recovered from or repaid by Levy or the Company for any
reason, including as the result of any bankruptcy, dissolution, reorganization,
arrangement or liquidation proceedings (or proceedings similar thereto),
Guarantor’s payment obligation hereunder shall be reinstated and continue
to be effective as though such payment had not been made.  The provisions
of this Section 5 shall survive the termination of this Guaranty. 




          6.        Release
or Surrender of Rights.  Guarantor covenants and agrees that Levy
and/or the Company may at any time, and from time to time, in its sole
discretion, do or cause to be done any one or more of the following, without
affecting Guarantor’s obligations hereunder: (i) renew, extend and
otherwise change the time, manner, place and terms of payment of any and all of
the Guaranteed Obligations of the USC Members, and otherwise modify the
Guaranteed Obligations of the USC Members; and (ii) grant indulgences generally
from time to time to the USC Members and any other person liable of the
Guaranteed Obligations of the USC Members.



          7.        Notices. 
All notices, requests, demands, and other communications hereunder shall be
deemed to have been duly given or made for all purposes if sent by
hand-delivery, registered first-class mail, facsimile, or courier guaranteeing
overnight delivery, to the address set forth under the applicable party’s
name on the signature page hereof.  All such notices, requests, demands,
and other communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three days after being deposited in
the mail, postage prepaid, if mailed; when receipt acknowledged, if faxed; and
on the next business day if timely delivered to a courier guaranteeing overnight
delivery.  Any party hereto may change the address to which notice to it
shall be addressed by giving notice thereof to the other parties hereto in
conformity with the foregoing.



          8.        Successors
and Assigns.  The duties and obligations of Guarantor may not be
delegated or transferred (whether by operation of law or otherwise) by Guarantor
without the written consent of Levy and the Company.  The rights and
privileges of Levy and the Company hereunder shall inure to the benefit of their
respective successors and assigns.



          9.        Governing
Law.  This Guaranty shall in all respects be governed by, and construed
and enforced in accordance with, the laws of the State of Michigan, without
regard to such state’s conflict of law doctrines.



          10.       Severability. 
If any clause or provision of this Guaranty is held or determined to be void,
invalid or unenforceable, in whole or in part, such holding or determination
shall not impair or affect the validity and enforceability of any clause or
provision not so held to be void, invalid or unenforceable.


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          11.       Counterparts. 
This Guaranty may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
agreement.


(Signature on following page.)


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          IN WITNESS WHEREOF,
the undersigned has caused this Guaranty to be executed as of the date first
written above.

	
   
  	
  
U.S. CONCRETE, INC.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Robert Hardy
  
	  
	  
	

	
  
 
  	
  
Name:
  	
  
Robert Hardy
  
	
  
 
  	
  
Its:
  	
  
SVP
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
2925 Briar Park, Suite 1050
  
	
  
 
  	
  
 
  	
  
Houston, Texas 77042
  
	
   
  	
   
  	
  Attention:    General Counsel
  
	
   
  	
   
  	
  Fax:  (713)   499-6201