AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1999.
                                                     REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-1

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                              U.S. CONCRETE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                                                        
              DELAWARE                                 3273                                76-0586680
    (STATE OR OTHER JURISDICTION           (PRIMARY STANDARD INDUSTRIAL                 (I.R.S. EMPLOYER
  OF INCORPORATION OR ORGANIZATION)         CLASSIFICATION CODE NUMBER)              IDENTIFICATION NUMBER)


                         1360 POST OAK BLVD., SUITE 800
                              HOUSTON, TEXAS 77056
                                 (713) 350-6017
               (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                              EUGENE P. MARTINEAU
                            CHIEF EXECUTIVE OFFICER
                         1360 POST OAK BLVD., SUITE 800
                              HOUSTON, TEXAS 77056
                                 (713) 350-6028

               (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                            ------------------------

                                    COPY TO:

         TED W. PARIS, ESQ.                           MICHAEL C. BLANEY, ESQ.
        BAKER & BOTTS, L.L.P.                         ANDREWS & KURTH L.L.P.
        3000 ONE SHELL PLAZA                             4200 CHASE TOWER
      HOUSTON, TEXAS 77002-4995                        HOUSTON, TEXAS 77002
         FAX: (713) 229-1522                            FAX: (713) 220-4285

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after the Registration Statement becomes effective.

                            ------------------------

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box.  [ ]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE



=========================================================================================================================
                                                                                       PROPOSED
                                                                 PROPOSED         MAXIMUM AGGREGATE
  TITLE OF EACH CLASS OF SECURITIES       AMOUNT TO BE       MAXIMUM OFFERING          OFFERING            AMOUNT OF
          TO BE REGISTERED               REGISTERED(1)      PRICE PER SHARE(1)       PRICE(2),(3)       REGISTRATION FEE
- - -------------------------------------------------------------------------------------------------------------------------
                                                                                           
Common Stock, $.001 par value(4)                                    $                $41,515,000            $11,542
=========================================================================================================================


(1) In accordance with Rule 475(o) of the Securities Act, the number of shares
    being registered and the proposed maximum offering price per share are not
    included in this table.

(2) Includes shares of Common Stock issuable on exercise of the Underwriters'
    over-allotment option.

(3) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(a).

(4) Includes the associated rights to purchase preferred stock.

                            ------------------------

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH , 1999 3,800,000 SHARES U.S. CONCRETE, INC. COMMON STOCK ------------------------ U.S. Concrete, Inc. is selling all the 3,800,000 shares of common stock this offering includes through underwriters in a firm commitment underwriting. This is our initial public offering, and no public market currently exists for our shares. We and the underwriters expect the public offering price to be between $7.50 and $9.50 per share. We have applied to have the common stock quoted on the Nasdaq National Market under the symbol "RMIX." U.S. Concrete, Inc. was recently formed to acquire operating businesses in the ready-mixed concrete industry and intends to become a leading supplier of ready-mixed concrete to the construction industry in the United States. ------------------------ INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 9. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------ PER SHARE TOTAL --------- -------------- Public Offering Price................ $8.50 $ 32,300,000 Underwriting Discount................ $0.60 $ 2,280,000 Proceeds, before expenses, to U.S. Concrete, Inc. ...................... $7.90 $ 30,020,000 We have granted the underwriters a 30-day option to purchase up to an additional 570,000 shares at the public offering price, less the underwriting discount, to cover any over-allotments. The underwriters expect to deliver the shares to purchasers on or about , 1999. ------------------------ SCOTT & STRINGFELLOW, INC. SANDERS MORRIS MUNDY The date of this prospectus is , 1999

TABLE OF CONTENTS PAGE ----- Prospectus Summary................... 3 Risk Factors......................... 9 The Company.......................... 16 Use of Proceeds...................... 18 Dividend Policy...................... 18 Capitalization....................... 19 Dilution............................. 20 Selected Financial Information....... 21 Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 23 Business............................. 32 Management........................... 42 Certain Transactions................. 50 Security Ownership of Certain Beneficial Owners and Management..... 53 Shares Eligible for Future Sale...... 54 Description of Capital Stock......... 55 Underwriting......................... 60 Legal Matters........................ 62 Experts.............................. 62 Where You Can Find More Information.......................... 63 Index to Financial Statements........ F-1 ------------------------ FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about our company, including, among other matters: o our internal growth and acquisition strategies; o our ability to integrate companies we acquire; o the trends we anticipate in the ready-mixed concrete industry; o future expenditures for capital projects; o our ability to control costs and maintain quality; and o the risks we describe in "Risk Factors" beginning on page 9. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events this prospectus discusses might not occur. ------------------------ You should rely only on the information this prospectus contains. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction that does not permit that offer or sale. You should assume that the information in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. 2

PROSPECTUS SUMMARY THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS AND MAY NOT CONTAIN ALL THE INFORMATION THAT YOU SHOULD CONSIDER BEFORE DECIDING TO INVEST IN OUR COMMON STOCK. WE URGE YOU TO READ THIS ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS" SECTION AND THE FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS. CONCURRENTLY WITH THE CLOSING OF THIS OFFERING, WE PLAN TO ACQUIRE, IN SEPARATE TRANSACTIONS, IN EXCHANGE FOR SHARES OF OUR COMMON STOCK AND CASH, SIX BUSINESSES: CENTRAL CONCRETE SUPPLY CO., INC.; WALKER'S CONCRETE, INC.; BAY CITIES BUILDING MATERIALS CO., INC.; OPPORTUNITY CONCRETE CORPORATION; BAER CONCRETE, INCORPORATED; AND R.G. EVANS/ASSOCIATES D/B/A SANTA ROSA CAST PRODUCTS CO. IN THIS PROSPECTUS, WE SOMETIMES REFER TO THOSE COMPANIES AS THE "FOUNDING COMPANIES." UNLESS OTHERWISE INDICATED, REFERENCES IN THIS PROSPECTUS TO "USC," "WE," "US" OR "OUR" EACH MEAN U.S. CONCRETE, INC., AND REFERENCES TO THE "COMPANY" MEAN U.S. CONCRETE, INC. AND THE FOUNDING COMPANIES COLLECTIVELY. UNLESS OTHERWISE INDICATED, THE INFORMATION IN THIS PROSPECTUS (1) GIVES EFFECT TO OUR ACQUISITIONS OF THE FOUNDING COMPANIES, (2) ASSUMES THE UNDERWRITERS DO NOT EXERCISE THEIR OVER-ALLOTMENT OPTION AND (3) GIVES EFFECT TO A 10,000-FOR-1 STOCK SPLIT OF THE COMMON STOCK AND A RECAPITALIZATION WE EFFECTED IN MARCH 1999 AND THE AUTOMATIC CONVERSION OF OUR OUTSTANDING CLASS A COMMON STOCK INTO OUR COMMON STOCK THAT WILL OCCUR IMMEDIATELY PRIOR TO THE CLOSING OF THIS OFFERING. THE COMPANY We intend to become a leading value-added provider of ready-mixed concrete and related products and services to the construction industry in major markets in the United States. The Company currently serves all segments of the construction industry in the San Francisco, San Jose, Oakland and Sacramento, California and Washington, D.C. metropolitan areas and northern New Jersey. The Company currently operates 26 concrete plants that produced over 2.5 million cubic yards of concrete in 1998. Its operations consist principally of formulating, preparing, and delivering ready-mixed concrete at the job sites of its customers. The Company provides services to reduce customers' overall construction costs by lowering the installed, or "in-place," cost of concrete. These services include the formulation of new mixtures for specific design uses, on-site and lab-based product quality control and delivery programs configured to meet customers' time-sensitive needs. The Company's pro forma combined sales increased from $128.3 million in fiscal 1996 to $165.4 million in 1997 and to $194.1 million in 1998, or by 28.9% and 17.4%, respectively. Of the Company's 1998 pro forma combined sales, we estimate that approximately 44%, 33%, 18% and 5% were to commercial and industrial construction contractors, residential construction contractors, street and highway construction and paving contractors and other public works and infrastructure contractors, respectively. In 1998, repeat customers accounted for an estimated 85% of the Company's sales. We believe the Company's current size places it among the leading independent ready-mixed concrete companies in the United States. Annual usage of ready-mixed concrete in the United States is currently at a record level and is projected to continue growing. According to the National Ready-Mixed Concrete Association (the "NRMCA"), total sales from production and delivery of ready-mixed concrete in the United States grew from $17.6 billion in 1996 to $19.3 billion in 1997 and to $21.3 billion in 1998, or 9.7% and 10.4%, respectively. It is estimated that those revenues will grow to $22.1 billion in 1999. We believe that, in addition to favorable trends in the overall economy of the United States, three significant factors have been expanding the market for ready-mixed concrete, in particular: (1) the increased level of industry-wide promotional and marketing activities; (2) the development of new and innovative uses for ready-mixed concrete; and (3) the enactment of the federal Transportation Equity Act for the 21st Century ("TEA-21"), which provides for $218 billion in federal highway funding from 1998 to 2003, reflecting a 43% increase in funding over the prior six years. 3

Based on information the NRMCA has provided us, the ready-mixed concrete industry in the United States is highly fragmented, with more than 3,500 independent producers operating a total of approximately 5,300 plants. Given the large size and fragmentation of the ready-mixed concrete industry, we believe numerous potential acquisition candidates exist both within the markets the Company currently serves and in other large metropolitan and high growth markets. We intend to continue to make acquisitions to enhance our position in existing markets and expand into new markets. We believe that a significant consolidation opportunity exists for a company that can consistently offer high-quality, value-added services to large users of ready-mixed concrete. OUR BUSINESS STRATEGY Our objective is to expand the geographic scope of our operations and become the leading value-added provider of ready-mixed concrete and related services in each of our markets. The significant costs and regulatory requirements involved in building new plants make acquisitions an important element of our growth strategy. We plan to (1) make acquisitions in our existing markets and new geographic markets and (2) implement a national operating strategy aimed at increasing revenue growth and market share, achieving cost efficiencies and enhancing profitability. We intend to manage our operations on a decentralized basis to allow acquired businesses to focus on their existing customer relationships and local strategy. Our executive management team will be responsible for executing our company-wide strategy, including acquisition planning, execution and integration and initiating and overseeing operational improvements. HOW TO REACH US Our principal executive offices are located at 1360 Post Oak Blvd., Suite 800, Houston, Texas 77056. Our telephone number at that address is (713) 350-6017. USC is incorporated in Delaware. 4

THIS OFFERING Common stock we are offering......... 3,800,000 shares Common stock to be outstanding immediately after this offering(1)........................ 15,638,543 shares Use of proceeds...................... We expect that our net proceeds from this offering (after deducting our expenses and the underwriting discount) will be approximately $27.0 million. When this offering closes, we will use $23.3 million of these proceeds to pay the cash portion of the purchase prices for our initial acquisitions which then will be due and apply the balance to repay a portion of the indebtedness we will assume as a result of those acquisitions. See "Use of Proceeds." Proposed Nasdaq National Market trading symbol..................... RMIX - - ------------ (1) Includes (1) 3,800,000 shares we will sell in this offering, (2) 8,985,288 shares we will issue as part of the purchase prices for our initial acquisitions, (3) 450,000 shares our management and non-employee directors own, (4) 801,000 shares American Ready-Mix, L.L.C. owns and (5) 1,602,255 shares Main Street Merchant Partners II, L.P. ("Main Street") owns. Excludes (1) options to purchase an aggregate of 1,150,000 shares which we expect to grant on consummation of this offering and (2) warrants for 200,000 shares which we will issue to the representatives of the underwriters for this offering for services they will render through the date this offering closes. See "Management," "Certain Transactions" and "Underwriting." 5

SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION We will acquire the Founding Companies simultaneously with and as a condition to the consummation of this offering. The following summary unaudited pro forma combined financial information presents information for us, as adjusted for (1) the effects of the acquisitions of the Founding Companies, (2) the effects of pro forma adjustments to the historical financial statements we describe below and (3) the consummation of, and our application of the net proceeds from, this offering. See "Selected Financial Information," the Unaudited Pro Forma Combined Financial Statements and the Notes thereto and the historical financial statements of USC and certain of the Founding Companies and the Notes thereto elsewhere in this prospectus. PRO FORMA YEAR ENDED DECEMBER 31, 1998 ----------------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION) STATEMENT OF OPERATIONS INFORMATION(1): Sales........................... $ 194,076 Cost of goods sold.............. 158,913 ----------------------- Gross profit.................... 35,163 Selling, general and administrative expenses(2)...... 13,320 Depreciation and amortization(3)................. 4,832 ----------------------- Income from operations.......... 17,011 Other expense, net(4)........... (103) ----------------------- Income before provision for income taxes.................... 16,908 Provision for income taxes(5)... 7,606 ----------------------- Net income...................... $ 9,302 ======================= Net income per share............ $ 0.59 ======================= Shares used in computing pro forma net income per share(6)...................... 15,638,543 ======================= OTHER INFORMATION: EBITDA(7)....................... $ 21,843 ======================= PRO FORMA AS OF DECEMBER 31, 1998 ------------------------------- COMBINED(1) AS ADJUSTED(8) ------------ --------------- (IN THOUSANDS) BALANCE SHEET INFORMATION: Working capital (deficit)(9).... $(15,961) $ 7,351 Total assets.................... 132,519 132,164 Total debt, including current portion(9)...................... 42,465 15,426 Stockholders' equity............ 64,702 91,386 - - ------------ (1) The statement of operations information assumes that we completed the following transactions and events on January 1, 1998: (1) the closing of this offering and the application of our estimated net proceeds therefrom; (2) our acquisitions of the Founding Companies; (3) our refinancing of the indebtedness of the Founding Companies with borrowings under our credit facility; and (4) our issuances of 450,000 shares of our common stock to members of our management and non-employee directors and 801,000 shares of our common stock to American Ready-Mix, L.L.C. This information is (FOOTNOTES CONTINUED ON FOLLOWING PAGE) 6

not necessarily indicative of the consolidated results we would have attained had these events and transactions actually occurred then or of our future consolidated results. The pro forma balance sheet information assumes those transactions and events (other than the closing of this offering and our application of the net proceeds therefrom) and our net incurrence of indebtedness since December 31, 1998 occurred on that date. The pro forma combined financial information (1) is based on preliminary estimates, available information and assumptions we deem appropriate and (2) should be read in conjunction with the financial statements and notes thereto this prospectus includes. (2) The statement of operations information includes the effects of: (1) $3.5 million of reductions in compensation and benefits to which owners of the Founding Companies have prospectively agreed; (2) the elimination of a $2.7 million non-cash, non-recurring compensation charge by us for the year ended December 31, 1998 (net of a $330,000 charge for recurring salary changes of management). (3) Reflects amortization of the goodwill that will result from our acquisitions of the Founding Companies over a 40-year period and computed on the basis the notes to the Unaudited Pro Forma Combined Financial Statements describe. (4) Reflects the net increase in interest expense of $0.2 million for 1998 attributable to our refinancing of $14.1 million of historical debt of the Founding Companies and additional borrowings to fund our acquisitions with borrowings under our credit facility. (5) Assumes all pretax income before non-deductible goodwill and other permanent items is subject to an estimated 40.6% combined tax rate. (6) Includes (1) 8,985,288 shares of common stock we will issue to the owners of the Founding Companies, (2) 2,853,255 shares of common stock our current stockholders and executive officers own and (3) the 3,800,000 shares of common stock we will sell in this offering. (7) "EBITDA" means income from operations plus depreciation and amortization and is a supplemental financial measurement we use to evaluate our business. We are not presenting EBITDA as an alternative measure of operating results or cash flow from operations or any other measure of performance in accordance with generally accepted accounting principles. EBITDA does not give effect to cash used for debt service requirements and thus does not reflect funds available for dividends, reinvestment or other discretionary uses. In addition, our presentation of EBITDA may not be comparable to similarly titled measures other companies report. (8) Reflects the closing of this offering and our application of our net proceeds therefrom. See "Use of Proceeds." (9) The pro forma combined amount includes the $23.3 million cash purchase price payable in the acquisitions and $4.9 million, which represents the amount by which the maximum amount we may pay to the owners of four Founding Companies as additional cash consideration pursuant to post-closing adjustment provisions in our acquisition agreements ($9.8 million) exceeds the assumed S corporation distributions of two of those companies ($4.9 million). The additional cash consideration is subject to decrease, but not increase, if cash balances or working capital (as defined) in the applicable Founding Companies do not meet specified levels. 7

SUMMARY INDIVIDUAL FOUNDING COMPANY FINANCIAL INFORMATION The following table presents certain summary historical financial information for each Founding Company for its three most recently completed fiscal years (calendar years 1996, 1997 and 1998 for each, except that, for Baer Concrete, Incorporated, fiscal 1996 is its fiscal year ended March 31, 1997). The information for Opportunity Concrete Corporation and Baer Concrete, Incorporated, for fiscal 1996 and 1997 is unaudited, while the information for Santa Rosa Cast Products Company for all periods is unaudited. We have not adjusted this historical income statement information for the pro forma adjustments that relate to reductions in compensation and benefits to which owners of the Founding Companies have prospectively agreed, or any of the other pro forma adjustments reflected in the Unaudited Pro Forma Combined Financial Statements this prospectus includes. You should read this information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and notes thereto this prospectus includes. FISCAL YEAR ------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS) CENTRAL CONCRETE SUPPLY CO., INC. Sales........................... $ 39,204 $ 53,631 $ 66,499 Gross profit.................... 5,802 9,837 12,525 Income from operations.......... 955 4,242 6,883 WALKER'S CONCRETE, INC. Sales........................... $ 31,008 $ 37,990 $ 41,615 Gross profit.................... 4,553 6,192 7,087 Income from operations.......... 1,631 2,411 3,169 BAY CITIES BUILDING MATERIALS CO., INC. Sales........................... $ 30,496 $ 45,312 $ 53,600 Gross profit.................... 3,209 5,020 6,834 Income from operations.......... 661 1,784 2,367 OPPORTUNITY CONCRETE CORPORATION Sales........................... $ 19,737 $ 15,551 $ 16,180 Gross profit.................... 4,197 3,969 4,884 Income from operations.......... 2,654 2,223 2,287 BAER CONCRETE, INCORPORATED Sales........................... $ 4,811 $ 9,712 $ 11,973 Gross profit.................... 400 965 2,063 Income (loss) from operations... (585) 261 456 SANTA ROSA CAST PRODUCTS CO. Sales........................... $ 3,032 $ 3,176 $ 4,209 Gross profit.................... 1,116 1,312 1,770 Income from operations.......... 186 292 728 8

RISK FACTORS AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. THIS PROSPECTUS CONTAINS STATEMENTS OF OUR EXPECTATIONS, OBJECTIVES AND PLANS AND OTHER FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS, UNCERTAINTIES AND ASSUMPTIONS. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE THE FORWARD-LOOKING STATEMENTS PROJECT AS A RESULT OF ANY NUMBER OF FACTORS, INCLUDING THE RISK FACTORS THIS PROSPECTUS SETS FORTH BELOW. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, AS WELL AS THE OTHER INFORMATION THIS PROSPECTUS CONTAINS. AFTER THIS OFFERING, WE MAY NOT HAVE SUFFICIENT FUNDS TO FULLY IMPLEMENT OUR BUSINESS STRATEGIES This offering will not provide us with any funds for use in implementing our business strategies beyond making our initial acquisitions. When this offering closes, we will use our net proceeds from this offering to pay the cash portion of the purchase prices for our initial acquisitions which then will be due ($23.3 million) and apply the balance (approximately $3.7 million) to repay a portion of the indebtedness we will assume as a result of these acquisitions. In addition, we will borrow under our anticipated $75 million credit facility to refinance the remaining amount of that assumed indebtedness. We will require additional funds in the future to fully implement our business strategies, including our plan to grow through acquisitions. If we are unable to obtain additional funds, we may not be able to fully implement our business strategies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Combined." WE HAVE NO COMBINED OPERATING HISTORY, AND WE MAY FAIL TO INTEGRATE THE BUSINESSES WE ACQUIRE INTO A COHESIVE, EFFICIENT ENTERPRISE We have not conducted any operations or generated any revenues to date. We expect to acquire six operating businesses in separate transactions that will close when this offering closes. These businesses have operated, and will continue to operate before this offering closes, as separate, independent companies. Until we establish centralized accounting, information and other administrative systems, we will rely on their existing systems. Our success will depend, in part, on the extent to which we are able to institute the necessary Company-wide information and management systems, establish effective cost and other control mechanisms and otherwise integrate these businesses and all additional businesses we hereafter may acquire into a cohesive, efficient enterprise that achieves the cost savings and revenue enhancements we expect. Our inability to integrate successfully the businesses we acquire would materially adversely affect our business, financial condition and results of operations and render unlikely that our strategies for growth will succeed. WE EXPECT TO GROW RAPIDLY, AND EFFECTIVELY MANAGING OUR GROWTH MAY BE DIFFICULT We expect to grow rapidly. This growth will place a significant strain on our resources and systems. Our executive management has assembled only recently and, apart from our chief executive officer, have no experience in our industry. To manage our growth, they must be able to: o work together effectively; o recruit and integrate additional senior level managers; and o train and manage our operations management and employees to achieve the disciplines a public company requires. Our business, financial condition and results of operations could suffer materially if we do not effectively manage our growth. WE MAY NOT BE ABLE TO REALIZE OUR BUSINESS STRATEGY OF GROWING THROUGH ACQUISITIONS We may not be able to grow significantly through acquisitions. The success of our strategy to grow through acquisitions will depend on the extent to which we are able to (1) identify suitable acquisition candidates available for sale at reasonable prices and on other reasonable terms and (2) use our own securities or funds or raise additional funds to pay for acquisitions. See "Management's Discussion and 9

Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Combined." If we are unable to effect additional acquisitions in the Company's existing markets or in new markets we enter, we will not have the opportunity to realize the cost savings and customer cross-selling opportunities we expect that increasing market share in those markets would produce. ACQUISITIONS MAY DISRUPT OR OTHERWISE ADVERSELY IMPACT OUR BUSINESS Our acquisition strategy presents risks that, singly or in any combination, could materially adversely affect our business and financial performance. These risks include: o the adverse effects on existing operations which could result from the diversion of our management's attention and resources to acquisitions; o the adverse effects of competition for acquisition candidates in our industry, which could include increases in the cost of acquiring additional businesses; o the possible loss of acquired customers and key personnel; o the contingent and latent risks (including environmental risks) associated with the past operations of and other unanticipated problems arising in the acquired businesses; and o the possible adverse effects of increasing our amortizable goodwill as a result of accounting for acquisitions in accordance with the purchase method of accounting. See "Business -- Business Strategy." WE MAY NOT BE ABLE TO REALIZE OUR BUSINESS STRATEGY OF REDUCING COSTS AND ACHIEVING REVENUE ENHANCEMENTS IN OUR OPERATIONS We may not be able to realize our business strategy of reducing costs and achieving revenue enhancements in our operations. Factors that will affect our ability to do so will include the extent to which we are able to: o eliminate duplicative functions and otherwise reduce operating and overhead costs; o translate increases in our share of our local and regional markets as a result of acquisitions into additional revenue opportunities; o improve the dispatch systems for our mixer trucks; o develop a sophisticated, knowledgeable sales force; and o expand our technical expertise in the design and variation of concrete mixes. OUR SUCCESS WILL DEPEND ON OUR RETAINING OR ADEQUATELY REPLACING PERSONNEL The extent to which we will be able to carry out our business plan will depend on the continuing efforts of our executive officers, including Eugene P. Martineau, our chief executive officer, and the senior management of the businesses we initially acquire and likely will depend on the senior management of any significant businesses we acquire in the future. Our success also will depend on the continuing efforts of our plant managers and technicians and drivers. If some of these persons do not continue in their respective roles and we are unable to attract and retain qualified replacements, the resulting vacancies could materially adversely affect our business, financial condition and results of operations. We do not intend to carry key-person life insurance on any of our employees. See "Management." WE WILL HAVE A SIGNIFICANT AMOUNT OF GOODWILL ON OUR BALANCE SHEET, AND ANY CHANGE IN HOW WE AMORTIZE IT MAY MATERIALLY REDUCE FUTURE EARNINGS Our unaudited pro forma combined balance sheet at December 31, 1998 includes goodwill representing approximately 55.3% of assets and 79.9% of stockholders' equity. An intangible asset, goodwill, arises when a buyer accounts for a business acquisition under the purchase method of accounting and the purchase price exceeds the fair value of the tangible and separately measurable intangible net assets of that business. Generally accepted accounting principles require that the buyer amortize this and all other intangible assets 10

over the period benefited. This amortization represents a noncash deduction in the determination of current operating net income which does not affect cash flows, but does reduce reported earnings. We have determined the estimated benefit period for our initial goodwill to be no less than 40 years. If we have understated or overlooked a material intangible asset having a benefit period less than 40 years, or have overlooked factors indicating that a shorter benefit period for goodwill is appropriate, (1) earnings we report in periods immediately following the acquisition will be overstated and (2) we subsequently would be burdened by a continuing charge against earnings without the associated benefit to income that we expected in arriving at the consideration we will pay for our initial acquisitions. Our earnings in later years also could be significantly affected if our management then determines that our remaining balance of goodwill has become impaired. We have reviewed all the factors and related future cash flows we have considered in arriving at the amount we will pay for our initial acquisitions. We have concluded that (1) the anticipated future cash flows associated with the intangible assets we will recognize in these acquisitions will continue indefinitely and (2) no persuasive evidence exists that any material portion will dissipate over a period shorter than 40 years. Our conclusion may prove to be incorrect. Moreover, if generally accepted accounting principles are amended, as the Financial Accounting Standards Board has tentatively decided, to require us to amortize purchase goodwill over a period of less than 20 years, the value of our Common Stock could drop as a result of a perception that the higher noncash charges would adversely affect our financial condition or results of operations. We do not anticipate that any increase in our amortization rate will have any impact on our ability to borrow under our credit facility. WE EXPECT THAT OUR QUARTERLY RESULTS WILL FLUCTUATE, AND THESE FLUCTUATIONS MAY ADVERSELY AFFECT OUR STOCK PRICE We expect our quarterly operating results will fluctuate significantly as a result of many factors, including: o the high seasonality of demand for ready-mixed concrete which results from the seasonal nature of construction activity (the six-month period of May through October being the peak demand period and, as a result, our sales being materially lower in the first and fourth calendar quarters); o postponements or delays of projects during sustained periods of inclement weather and other extreme weather conditions; o the cyclical nature of the construction industry, both nationally and in the local and regional markets we serve; o our fixed costs that continue during periods of low demand for our products; o competitive conditions in our industry; and o the magnitude and timing of future acquisitions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Overview" and "-- Factors That May Affect Our Future Operating Results." Because many of these factors are beyond our control, our operating results in one or more quarters may not meet the estimates of securities analysts or the expectations of our stockholders. Any failure by us to meet those estimates or expectations could materially adversely affect the price of our Common Stock. WE MAY BE UNABLE TO COMPETE FAVORABLY IN OUR HIGHLY COMPETITIVE INDUSTRY We may be unable to compete favorably in our highly competitive industry. Our competitive position in a given market will depend largely on the location and operating costs of our ready-mixed concrete plants and prevailing prices in that market. Price is the primary competitive factor among suppliers for small or simple jobs, principally in residential construction, while timeliness of delivery and consistency of quality and service as well as price are the principal competitive factors among suppliers for large or complex jobs. Our competitors will range from small, owner-operated private companies offering simple mixes to subsidiaries or operating units of large, vertically integrated cement manufacturing and concrete products 11

companies. Competitors having lower operating costs than we do or having the financial resources to enable them to accept lower margins than we do will have a competitive advantage over us for jobs that are particularly price-sensitive. Competitors having greater financial resources than we do to invest in new mixer trucks, build plants in new areas or pay for acquisitions also will have competitive advantages over us. GOVERNMENTAL REGULATIONS, INCLUDING ENVIRONMENTAL REGULATIONS, MAY ADVERSELY AFFECT OUR BUSINESS A wide range of federal, state and local laws, ordinances and regulations (collectively, "laws") will apply to our operations, including such matters as land usage, street and highway usage, noise levels and health, safety and environmental matters. In many instances, we must have various certificates, permits or licenses in order to conduct our business. Our failure to maintain required certificates, permits or licenses or to comply with applicable laws could result in substantial fines or possible revocation of our authority to conduct some of our operations. Delays in obtaining approvals for the transfer or grant of certificates, permits or licenses, or failure to obtain new certificates, permits or licenses, could impede the implementation of our acquisition program. Environmental laws that will impact our operations include those relating to air quality, solid waste management and water quality. Environmental laws are complex and subject to frequent change. They impose strict liability in some cases without regard to negligence or fault and expose us to liability for the conduct of or conditions caused by others, or for our acts that complied with all applicable laws when we performed them. Our compliance with amended, new or more stringent laws, stricter interpretations of existing laws or the future discovery of environmental conditions may require us to make material expenditures we currently do not anticipate. In addition, although we intend to conduct appropriate investigations with respect to environmental matters in connection with future acquisitions, we may fail to identify or obtain indemnification from all potential environmental liabilities of any acquired business. See "Business -- Governmental Regulation and Environmental Matters." COLLECTIVE BARGAINING AGREEMENTS, WORK STOPPAGES AND OTHER LABOR RELATIONS MATTERS MAY ADVERSELY IMPACT OUR BUSINESS At March 15, 1999, approximately 75% of the employees of the businesses we initially will acquire were represented by labor unions having collective bargaining agreements with five of those businesses. Any inability by us to negotiate acceptable new contracts with these unions could cause strikes or other work stoppages by the affected employees, and new contracts could result in increased operating costs attributable to both union and non-union employees. If any such strikes or other work stoppages were to occur, or if other of our employees were to become represented by a union, we could experience a significant disruption of our operations and higher ongoing labor costs which could materially adversely affect our business, financial condition and results of operations. In addition, the coexistence of union and non-union employees may lead to conflicts between union and non-union employees or impede our ability to integrate our operations efficiently. See "Business -- Employees." Labor relations matters affecting our suppliers of cement and aggregates could adversely impact our business from time to time. OUR OPERATIONS ARE SUBJECT TO VARIOUS HAZARDS THAT MAY CAUSE PERSONAL INJURY OR PROPERTY DAMAGE Operating mixer trucks, particularly when loaded, exposes our drivers and others to traffic hazards. Our drivers are subject to the usual hazards associated with providing services on construction sites, while our plant personnel are subject to the hazards associated with moving and storing large quantities of heavy raw materials. Our operating hazards can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. Although we will conduct training programs designed to reduce the risks of these occurrences, we cannot eliminate these risks. The businesses we initially will acquire maintain insurance coverage in amounts and against the risks we believe accord with industry 12

practice, but this insurance may not be adequate to cover all losses or liabilities we may incur in our operations, and we may not be able to maintain insurance of the types or at levels we deem necessary or adequate or at rates we consider reasonable. WE MAY INCUR MATERIAL COSTS AND LOSSES AS A RESULT OF CLAIMS OUR PRODUCTS DO NOT MEET REGULATORY REQUIREMENTS OR CONTRACTUAL SPECIFICATIONS Our operations generally will involve providing mixed designs of concrete which must meet building code or other regulatory requirements and contractual specifications for durability, stress-level capacity, weight-bearing capacity and other characteristics. The businesses we initially will acquire generally warrant to their customers that the concrete they provide: (1) in its plastic state on site will be delivered on time and in conformity with applicable tests and contractual specifications; and (2) in its hardened state will satisfy any applicable industry compressive strength test conducted by an independent testing laboratory. If we fail to provide product in accordance with these requirements and specifications, claims may arise against us or our reputation may be damaged. The businesses we initially will acquire have not experienced any material claims of this nature in recent periods, but we may experience such claims in the future. THE YEAR 2000 PROBLEM MAY MATERIALLY ADVERSELY AFFECT US A significant percentage of the software that runs most computers worldwide relies on two-digit codes to reflect the last two digits of a year in performing computations and decision-making functions. These programs may fail beginning on January 1, 2000, because of their inability to interpret information codes properly (for example, misinterpreting "00" as the year 1900 rather than 2000). After reviewing the computer programs and systems of the businesses we initially will acquire to determine whether they will be Year 2000 compliant, we have determined that some systems are Year 2000 compliant, but we will have to replace some existing systems and upgrade others. We presently believe that the Year 2000 problem should not pose material operational problems for us or require expenditures material to our financial condition or results of operations, but we may not be successful in dealing with the Year 2000 problem at a cost that is not material to our financial condition, and any failure on our part to have Year 2000 compliant programs and systems timely in place could have a material adverse effect on our business, financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Year 2000 Compliance -- Combined." CERTAIN STOCKHOLDERS AND OUR MANAGEMENT WILL CONTROL A MAJORITY OF OUR STOCK, AND THEIR INTERESTS MAY CONFLICT WITH THOSE OF OUR OTHER STOCKHOLDERS When our initial acquisitions and this offering close, the former owners of the businesses we initially will acquire and our directors, executive officers and current stockholders will beneficially own in the aggregate approximately 75.7% of our outstanding Common Stock. If these persons were to act in concert, they would be able to exercise control over our affairs, including the election of our entire Board of Directors and (subject to the Delaware General Corporation Law) the disposition of any matter submitted to a vote of our stockholders. See "Security Ownership of Certain Beneficial Owners and Management." The interests of these persons with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders. NO PUBLIC MARKET HAS EXISTED FOR OUR STOCK PRIOR TO THIS OFFERING Prior to this offering, no public market for our Common Stock has existed, and the initial public offering price, which the representatives of the Underwriters and we will negotiate, may not be indicative of the price at which our Common Stock will trade after this offering. See "Underwriting" for the factors those representatives and we will consider in determining the initial public offering price. We have applied to have our Common Stock approved for quotation on the Nasdaq National Market, but an active trading market for the Common Stock may not develop or, if it develops, continue to exist. 13

OUR STOCK PRICE MAY BE VOLATILE AFTER THIS OFFERING The market price of our Common Stock after this offering may fluctuate significantly in response to numerous factors, including: o variations in our annual or quarterly financial results or those of our competitors or consolidators having growth strategies similar to ours in other industries; o changes by securities analysts in their estimates of our future earnings; o changing conditions in our industry or in the local and regional economies in which we operate; o unfavorable publicity or changes in laws or regulations which adversely affect our industry or us; and o price and volume volatility in the stock market generally or in the "micro-cap" sector in which we will be grouped with other companies having market capitalizations similar to ours. SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK MAY ADVERSELY AFFECT OUR STOCK PRICE AND MAKE FUTURE OFFERINGS TO RAISE CAPITAL MORE DIFFICULT When this offering closes, approximately 75.7% of the outstanding shares of our Common Stock will be contractually restricted from resale until the first anniversary of this offering. Subsequent sales of these shares or sales of substantial amounts of other shares in the open market, or the perception that those sales might occur, could materially adversely affect the price of our Common Stock and make it more difficult for us to raise funds through future offerings of Common Stock. See "Shares Eligible for Future Sale." YOU WILL EXPERIENCE IMMEDIATE, SUBSTANTIAL DILUTION IN THE NET TANGIBLE BOOK VALUE OF THE SHARES YOU PURCHASE Purchasers of our Common Stock in this offering (1) will experience immediate, substantial dilution in the net tangible book value of their stock of $7.33 per share and (2) may experience further dilution in that value from issuances of our Common Stock in the future. See "Dilution." WE MAY ISSUE PREFERRED STOCK WHOSE TERMS COULD ADVERSELY AFFECT THE RIGHTS OF HOLDERS OF OUR COMMON STOCK Our Certificate of Incorporation, as amended (our "Charter"), authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such preferences, powers and relative, participating, optional and other rights (including preferences over our Common Stock respecting dividends and distributions) as our Board of Directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the rights of holders of our Common Stock. See "Description of Capital Stock." 14

PROVISIONS IN OUR CORPORATE DOCUMENTS AND DELAWARE LAW COULD DELAY OR PREVENT A CHANGE IN CONTROL OF OUR COMPANY, WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE The existence of some provisions in our corporate documents and Delaware law could delay or prevent a change in control of our Company, which could adversely affect the price of our Common Stock. Our Certificate of Incorporation and Bylaws contain some provisions that may make acquiring control of our Company difficult, including: o provisions relating to the classification, nomination and removal of our directors; o provisions limiting the right to call special meetings of our Board and our stockholders; o provisions regulating the ability of our stockholders to bring matters for action at annual meetings of our stockholders; o a prohibition of action by our stockholders without a meeting by less than their unanimous written consent; and o the authorization of "blank check" preferred stock. In addition, we have adopted a stockholder rights plan that would cause extreme dilution to any person or group who attempts to acquire a significant interest in our Company without advance approval of our Board of Directors, while the Delaware General Corporation Law would impose some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding Common Stock. See "Description of Capital Stock." 15

THE COMPANY Recently formed, we intend to become a leading value-added provider of ready-mixed concrete and related products and services to the construction industry in major markets in the United States. Concurrently with and as a condition to the closing of this offering, we will acquire six operating businesses (the "Founding Companies"). They operate in the San Francisco, San Jose, Oakland and Sacramento, California and Washington, D.C. metropolitan areas and northern New Jersey markets and have been in business an average of 45 years. For the year ended December 31, 1998, they generated pro forma combined sales, income from operations and net income of $194.1 million, $17.0 million and $9.3 million, respectively. THE FOUNDING COMPANIES CENTRAL. Central Concrete Supply Co., Inc. ("Central") was founded in 1948 and is headquartered in San Jose, California. It owns six ready-mixed concrete plants, of which five are operating, in San Jose and elsewhere in the San Francisco Bay Area and has a fleet of 94 mixer trucks. Central also sells concrete-related building materials and tools to concrete contractors. Central recently supplied ready-mixed concrete for the following projects, among others, in the San Francisco Bay Area: a new facility for Cisco Systems; a new facility for Adobe Systems; a new facility for Silicon Graphics and the new Interstate Highway 24/680 interchange. Its sales totaled approximately $66.5 million during 1998. WALKER'S. Walker's Concrete, Inc. ("Walker's") was founded in 1949 and is headquartered in Hayward, California. It operates five ready-mixed concrete plants in Oakland, San Jose and elsewhere in the San Francisco Bay Area and has a fleet of 91 mixer trucks. Walker's has recently supplied ready-mixed concrete for the following projects, among others: a new complex for Sun Microsystems; a highway interchange in Oakland; two single-family home developments in San Jose; and four new multi-family apartment complexes in San Jose and Oakland. Its sales totaled approximately $41.6 million during 1998. BAY CITIES. Bay Cities Building Materials Co., Inc. ("Bay Cities") was founded in 1957 and is headquartered in South San Francisco, California. It operates 10 ready-mixed concrete plants, including three portable plants, in South San Francisco and the Sacramento, California metropolitan area and has a fleet of 112 mixer trucks. Bay Cities recently supplied ready-mixed concrete for the following projects, among others: various renovation and expansion projects at the San Francisco Airport; addition and extension projects at the Moscone Center in San Francisco; various sewer improvement projects for the City of San Francisco; a terminal project at the Sacramento International Airport; and a large parking garage and the Natomas Marketplace in Sacramento. Its sales totaled approximately $53.6 million during 1998. OPPORTUNITY. Opportunity Concrete Corporation ("Opportunity") was founded in 1975 and is headquartered in Washington, D.C. It operates one ready-mixed concrete plant in the District of Columbia and has a fleet of 35 mixer trucks. Opportunity has recently supplied concrete for the following local projects, among others: the Federal Triangle; reconstruction of the 14th Street Bridge; Market Square; the MCI Arena; the Hyattsville Justice Center; Ronald Reagan Airport and assorted Metro lines and stations. Its sales totaled approximately $16.2 million during 1998. BAER. Baer Concrete, Incorporated ("Baer") was founded in 1946 and is headquartered in Roseland, New Jersey. It operates five ready-mixed concrete plants in northern New Jersey and has a fleet of 45 mixer trucks. Baer has recently supplied ready-mixed concrete for the following projects in northern New Jersey, among others: Yogi Berra Stadium and Floyd Hall Arena at Montclair State University; the Bergen County Jail; a new Academic Support Building at Seton Hall University; and the New Jersey Shakespeare Theatre at Drew University. Its sales totaled approximately $12.0 million during 1998. SANTA ROSA. R.G. Evans/Associates d/b/a/ Santa Rosa Cast Products Co. ("Santa Rosa") was founded in 1958 and is headquartered in Santa Rosa, California, near Sacramento. It manufactures precast concrete products and produces over 200 standard products, specialty precast structures and related accessories. Its customers are generally located within a 250-mile radius of Santa Rosa and include public works departments, cities, water districts, general contractors and paving, plumbing, underground and other specialty contractors. Its sales totaled approximately $4.2 million during 1998. 16

SUMMARY OF TERMS OF THE ACQUISITIONS The aggregate consideration we will pay to acquire the Founding Companies, excluding the post-closing adjustments we describe below, consists of (1) approximately $23.3 million in cash and (2) 8,985,288 shares of our Common Stock. We will also assume all the indebtedness of the Founding Companies (which totaled approximately $19.2 million as of December 31, 1998 on a pro forma basis), which we will repay with a portion of our net proceeds from this offering (approximately $3.7 million) or refinance with our initial borrowings under our credit facility. For information relating to the consideration we will pay for each Founding Company, see "Certain Transactions -- Organization of the Company." Changes in the working capital (defined as current assets minus total liabilities) of the Founding Companies from December 31, 1998 to the date this offering closes may result in upward or downward adjustments to the purchase prices we pay for them. If any of four of the Founding Companies has working capital when this offering closes which (1) exceeds a specified minimum and (2) includes cash and cash equivalents that also exceed a specified minimum, we will pay the former owners of that Founding Company, as additional purchase price, cash in the amount equal to the lesser of that excess in cash or cash equivalents or a specified amount. The maximum increase in the cash purchase price we will pay for all the Founding Companies is approximately $9.8 million. We intend to effect the adjustments approximately 90 days after this offering closes. Three Founding Companies are S Corporations. Before this offering closes, they will make distributions in the form of cash, other assets or short-term notes to their owners in amounts equal to the balances of their retained earnings on which those owners have paid or will pay income taxes, including 1999 earnings. At December 31, 1998 these distributions would have totaled approximately $11.9 million. Also before this offering closes, one Founding Company will distribute to its owners life insurance policies and other assets having an aggregate book value of approximately $1.1. million. We negotiated the purchase price we will pay for each Founding Company through arm's-length negotiations between one or more owners or representatives of that Founding Company and us. We used the same general valuation methodology to determine the purchase price we were willing to pay for each Founding Company. The closing of each Acquisition is subject to customary conditions, including, among others: (1) the continuing accuracy of the representations and warranties made by the applicable Founding Company, its stockholders and us; (2) the performance of each of their respective covenants in their acquisition agreement; and (3) the absence of any legal action or proceeding reasonably likely to result in a material adverse change in the business, results of operations or financial condition of the Founding Company prior to the closing date. Any Founding Company's acquisition agreement may be terminated under certain circumstances prior to closing, including: (1) by the mutual consent of the owner or owners of that Founding Company and us; or (2) if a material breach or default under the agreement by one party occurs and is not waived. 17

USE OF PROCEEDS We estimate the proceeds we will receive from this offering, net of the underwriting discount and $3.0 million of estimated offering expenses we have paid or will pay (including approximately $2.5 million of offering expenses we expect to pay with advances from Main Street and which we will repay out of the gross proceeds of this offering), will be approximately $27.0 million (approximately $31.5 million if the Underwriters exercise their over-allotment option in full), assuming an initial public offering price of $8.50 per share. When this offering closes, we will use $23.3 million of these net proceeds to pay the aggregate cash portion of the purchase prices for our initial acquisitions which then will be due and apply the balance to repay a portion of the indebtedness we will assume as a result of those acquisitions (which totaled approximately $19.2 million at December 31, 1998 on a pro forma basis). See "Certain Transactions -- Organization of the Company." We will refinance the assumed indebtedness we do not repay with proceeds of this offering with our initial borrowings under a new credit facility we intend to have in place when this offering closes. On the basis of our recent negotiations with lenders that we expect will provide us with this facility, we expect this facility will allow us to borrow up to $75 million for use in connection with acquisitions, working capital and other general corporate purposes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Combined." The owners of the businesses we acquire when this offering closes have guaranteed some of the indebtedness we will assume and repay or refinance. Some of those businesses owe some of that indebtedness to their owners. The assumed indebtedness bears interest at rates ranging from 4.73% to 10.6%. That indebtedness would otherwise mature at various dates through January 2005. If the working capitals (as defined) of four of our initial acquired businesses on the date this offering closes meet specified levels, we may have to increase the cash portion of the purchase prices for those businesses by up to a total of approximately $9.8 million, which we would pay approximately 90 days after this offering closes with cash on hand or a borrowing under our credit facility. See "Certain Transactions -- Organization of the Company." DIVIDEND POLICY We currently intend to retain all our earnings to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. Any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition and performance, cash needs and expansion plans, income tax consequences and the restrictions Delaware and other applicable laws and our credit arrangements then impose. In addition, we expect the terms of our credit facility will prohibit the payment of cash dividends. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources -- Combined." 18

CAPITALIZATION The following table sets forth our short-term debt and current maturities of long-term obligations and capitalization as of December 31, 1998: (1) on a pro forma combined basis after giving effect to our initial acquisitions and our net incurrence of indebtedness since December 31, 1998; and (2) on that pro forma basis, as adjusted to give effect to this offering and our application of our estimated net proceeds therefrom. See "Use of Proceeds" and the Unaudited Pro Forma Combined Financial Statements and the notes thereto this prospectus includes. DECEMBER 31, 1998 ----------------------------- PRO FORMA COMBINED(1) AS ADJUSTED ------------- ------------ (IN THOUSANDS) Payable to founders(2)............... $ 23,312 $ -- ============= ============ New credit facility.................. 19,153 15,426 Stockholders' equity: Preferred Stock: $.001 par value, 5,000,000 shares, authorized; no shares issued and outstanding............... Common Stock: $.001 par value, 40,000,000 shares authorized; 11,838,543 shares issued and outstanding, pro forma; and 15,638,543 shares issued and outstanding, as adjusted(3)... 114 152 Additional paid-in capital........... 64,588 91,234 Retained earnings.................... -- -- ------------- ------------ Total stockholders' equity...... 64,702 91,386 ------------- ------------ Total capitalization....... $ 83,855 $106,812 ============= ============ - - ------------ (1) Combines the respective accounts of USC and the Founding Companies as reflected in the Pro Forma Combined Balance Sheet as of December 31, 1998. (2) The pro forma combined amount includes the $23.3 million cash portion of the purchase price. We may pay a maximum amount of $9.8 million to the owners of four Founding Companies as additional cash consideration pursuant to post-closing adjustment provisions in our acquisition agreements. The additional cash consideration is subject to decrease, if cash balances or working capital (as defined) in the applicable Founding Companies do not meet specified levels. (3) Excludes (1) options to purchase an aggregate of 1,150,000 shares which we expect to grant on consummation of this offering and (2) warrants for 200,000 shares which we will issue to the representatives of the underwriters for this offering for services they will render through the date this offering closes. See "Management," "Certain Transactions" and "Underwriting." 19

DILUTION Our pro forma combined net tangible book deficit as of December 31, 1998 was approximately $8.3 million or approximately $0.70 per share, after giving effect to our initial acquisitions and our net incurrence of indebtedness since December 31, 1998. This deficit per share represents the amount by which our pro forma combined total liabilities exceed our pro forma combined tangible assets as of December 31, 1998, divided by the number of shares of Common Stock to be outstanding after giving effect to the acquisitions. After giving effect to the closing of this offering, the estimated underwriting discount and our estimated offering expenses, our pro forma combined net tangible book value as of December 31, 1998 would have been approximately $18.3 million or approximately $1.17 per share of Common Stock, based on an assumed initial public offering price of $8.50 per share. This represents an immediate increase in pro forma net tangible book value of approximately $1.87 per share to existing stockholders and an immediate dilution of approximately $7.33 per share to new investors purchasing shares in this offering. The following table illustrates this pro forma dilution: Assumed initial public offering price per share............................ $ 8.50 Pro forma net tangible book deficit per share before this offering....................... $ (0.70) Increase in pro forma net tangible book value per share attributable to new investors...................... 1.87 --------- Pro forma net tangible book value per share after this offering............ 1.17 --------- Dilution per share to new investors............................ $ 7.33 ========= The following table sets forth, on a pro forma basis to give effect to the acquisitions and the closing of this offering and our application of our estimated net proceeds therefrom as of December 31, 1998, the number of shares of Common Stock we have sold, the total consideration we have been paid and the average price per share we have been paid by existing stockholders (including persons who will acquire Common Stock in the acquisitions) and new investors purchasing shares from us in this offering (before deducting the underwriting discount and our estimated offering expenses): TOTAL SHARES PURCHASED CONSIDERATION(1) AVERAGE --------------------- ---------------------- PRICE NUMBER PERCENT AMOUNT PERCENT PER SHARE ---------- ------- ----------- ------- --------- Existing stockholders................ 11,838,543 75.7% $(8,345,000) (34.8)% $ (0.70) New investors........................ 3,800,000 24.3% 32,300,000 134.8% 8.50 ---------- ------- ----------- ------- Total........................... 15,638,543 100.0% $23,955,000 100.0% ========== ======= =========== ======= - - ------------ (1) Total consideration paid by existing stockholders represents our pro forma stockholders' equity less pro forma goodwill before giving effect to the post-merger adjustments set forth in our Unaudited Pro Forma Combined Balance Sheet this prospectus includes. 20

SELECTED FINANCIAL INFORMATION We will acquire the Founding Companies simultaneously with and as a condition to the consummation of this offering. For financial statement presentation purposes, however, Central Concrete Supply Co., Inc. ("Central"), one of the Founding Companies, is the "accounting acquirer." The following selected historical financial information for Central as of December 31, 1997 and 1998, and for the years ended December 31, 1996, 1997 and 1998, has been derived from the audited financial statements of Central this prospectus includes. The following selected historical financial information for Central as of April 30, 1995 and 1996 and December 31, 1996, and for the years ended April 30, 1995 and 1996, has been derived from Central's unaudited financial statements, which have been prepared on the same basis as the audited financial statements and reflect all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of that information. See the Unaudited Pro Forma Combined Financial Statements and the Notes thereto and the historical financial statements of USC and certain of the Founding Companies and the notes thereto elsewhere in this Prospectus. YEAR ENDED APRIL 30 YEAR ENDED DECEMBER 31 -------------------- ------------------------------- 1995 1996 1996 1997 1998 --------- --------- --------- --------- --------- (IN THOUSANDS) (UNAUDITED) STATEMENT OF OPERATIONS INFORMATION FOR THE ACCOUNTING ACQUIRER: Sales.............................. $ 25,570 $ 37,781 $ 39,204 $ 53,631 $ 66,499 Cost of goods sold................. 23,170 32,040 33,402 43,794 53,974 --------- --------- --------- --------- --------- Gross profit....................... 2,400 5,741 5,802 9,837 12,525 Selling, general and administrative expenses......................... 1,700 2,955 3,644 4,265 4,712 Depreciation....................... 474 586 1,203 1,330 930 --------- --------- --------- --------- --------- Income from operations............. 226 2,200 955 4,242 6,883 Other income (expense), net........ 371 (73) (188) (200) (129) --------- --------- --------- --------- --------- Income before provision for income taxes............................ 597 2,127 767 4,042 6,754 Provision (benefit) for income taxes............................ 101 937 303 (457) 100 --------- --------- --------- --------- --------- Net income......................... $ 496 $ 1,190 $ 464 $ 4,499 $ 6,654 ========= ========= ========= ========= ========= PRO FORMA YEAR ENDED DECEMBER 31, 1998 ---------------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) COMBINED STATEMENT OF OPERATIONS INFORMATION(1): Sales.............................. $ 194,076 Cost of goods sold................. 158,913 ---------------------- Gross profit....................... 35,163 Selling, general and administrative expenses(2)....................... 13,320 Depreciation and goodwill amortization(3)................... 4,832 ---------------------- Income from operations............. 17,011 Other income, net(4)............... (103) ---------------------- Income before provision for income taxes............................. 16,908 Provision for income taxes(5)...... 7,606 ---------------------- Net income......................... $ 9,302 ====================== Net income per share............... $ 0.59 ====================== Shares used in computing pro forma net income per share(6)........... 15,638,543 ====================== OTHER INFORMATION: EBITDA(7).......................... $ 21,843 ====================== 21

CENTRAL ----------------------------------------------------- DECEMBER 31, 1998 APRIL 30 DECEMBER 31 ------------------------- -------------------- ------------------------------- PRO FORMA AS 1995 1996 1996 1997 1998 COMBINED(1) ADJUSTED(8) --------- --------- --------- --------- --------- ----------- ----------- (IN THOUSANDS) (UNAUDITED) (UNAUDITED) BALANCE SHEET INFORMATION: Working capital (deficit)(9).......... $ (10) $ 1,074 $ 1,363 $ 4,899 $ 7,431 $ (15,961) $ 7,351 Total assets.......................... 7,789 9,683 13,603 19,837 26,640 132,519 132,164 Long-term debt, including current maturities(9)...................... 1,465 2,091 1,730 2,660 3,530 42,465 15,426 Total stockholders' equity............ 1,967 3,158 7,599 10,731 15,154 64,702 91,386 - - ------------ (1) The statement of operations information assumes that we completed the following transactions and events on January 1, 1998: (1) the closing of this offering and the application of our estimated net proceeds therefrom; (2) the acquisitions and related $15.4 million of net borrowings under our credit facility to pay the maximum aggregate cash consideration for the acquisitions (assuming we pay the maximum total post-closing adjustments of $9.8 million); (3) our refinancing of indebtedness of the Founding Companies with borrowings under our new credit facility; (4) our issuances of 450,000 shares of Common Stock to members of our management and non-employee directors and 801,000 shares of Common Stock to American Ready-Mix, L.L.C. and (5) a split of the outstanding Common Stock. This information is not necessarily indicative of the consolidated results we would have attained had these events and transactions actually occurred then or of our future consolidated results. The pro forma balance sheet information assumes those transactions and events (other than the closing of this offering and our application of the net proceeds therefrom) and the Company's net incurrence of indebtedness since December 31, 1998 occurred on that date. The pro forma combined financial information (1) is based on preliminary estimates, available information and assumptions we deem appropriate and (2) should be read in conjunction with the financial statements and notes thereto this prospectus includes. (2) The statement of operations information includes the effects of: (1) $3.5 million of reductions in compensation and benefits to which owners of the Founding Companies have prospectively agreed; and (2) the elimination of a $2.7 million non-cash, non-recurring compensation charge by USC for the year ended December 31, 1998 (net of a $330,000 change for recurring salaries of management). (3) Reflects amortization of the goodwill that will result from the acquisitions over a 40-year period and computed on the basis the notes to the Unaudited Pro Forma Combined Financial Statements describe. (4) Reflects the increase in interest expense of $0.2 million for 1998 attributable to our refinancing of $14.1 million of historical debt of the Founding Companies and additional borrowings to fund our acquisitions with borrowings under our new credit facility. (5) Assumes all pretax income before non-deductible goodwill and other permanent items is subject to an estimated 40.6% combined tax rate. (6) Includes (1) 8,985,288 shares of Common Stock we will issue to the owners of the Founding Companies, (2) 2,853,255 shares of Common Stock our current stockholders and executive officers own and (3) the 3,800,000 shares of Common Stock we will sell in this offering. (7) "EBITDA" means income from operations plus depreciation and amortization and is a supplemental financial measurement we use to evaluate our business. We are not presenting EBITDA as an alternative measure of operating results or cash flow from operations or any other measure of performance in accordance with generally accepted accounting principles. EBITDA does not give effect to cash used for debt service requirements and thus does not reflect funds available for dividends, reinvestment or other discretionary uses. In addition, our presentation of EBITDA may not be comparable to similarly titled measures other companies report. (8) Reflects the closing of this offering and our application of our net proceeds therefrom. See "Use of Proceeds." (9) The pro forma combined amount includes $23.3 million in cash plus $9.8 million, which represents the maximum additional cash consideration payable pursuant to post-closing adjustment provisions in the acquisition agreements. The additional cash consideration is subject to decrease, but not increase, if cash balances or working capital in the applicable Founding Companies decline from their December 31, 1998 levels. 22

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES THIS PROSPECTUS INCLUDES. OVERVIEW We expect that we will derive substantially all our sales from our operations as a supplier of ready-mixed concrete, other concrete products and related construction materials to the construction industry in the United States. We will serve all segments of the construction industry, and our customers will include contractors for commercial, industrial, residential and public works and infrastructure construction. We typically will sell ready-mixed concrete pursuant to daily purchase orders that require us to formulate, prepare and deliver ready-mixed concrete to the job sites of our customers. We generally will recognize our sales from these orders when we deliver the ordered products. Our cost of goods sold will consist principally of the costs we will incur in obtaining the cement, aggregates and admixtures we will combine to produce ready-mixed concrete and other concrete products in various formulations. We will obtain all these materials from third parties and generally will have only one day's supply at each of our concrete plants. Our cost of goods sold also will include labor costs and the operating, maintenance and rental expenses we will incur in operating our concrete plants and mixer trucks and other vehicles. Our selling expenses will include the salary and incentive compensation we will pay our sales force, the salaries and incentive compensation of our sales managers and travel, entertainment and other promotional expenses. Our general and administrative expenses will include the salaries and benefits we pay to our executive officers, the senior managers of our local and regional operations, plant managers and administrative staff, as well as office rent and utilities, communications expenses and professional fees. Our pro forma combined statement of operations includes pro forma adjustments to our selling, general and administrative expenses to reflect the reductions in salaries, bonuses and benefits (the "Compensation Differential") to which owners of the businesses we initially will acquire have agreed prospectively will take effect when we acquire them. For 1998, the Compensation Differential totaled approximately $3.5 million. Our pro forma combined statement of operations also reflects the substantial increase in income tax expense which will result from the conversion of three of those businesses from S corporations into C corporations. For 1998, that pro forma increase was approximately $3.6 million. We expect that our integration of the businesses we will acquire will present opportunities to realize cost savings through the elimination of duplicative functions and the development of economies of scale. We believe that we should be able to (1) obtain greater discounts from suppliers, (2) borrow at lower interest rates, (3) consolidate insurance programs and (4) generate savings in other general and administrative areas. We cannot currently quantify these savings and expect that various incremental costs we expect to incur will partially offset them. These incremental costs include those associated with our corporate management and administration, our being a public company and our systems integration, upgrading and replacement. Our pro forma combined statement of operations reflects neither the cost savings nor the incremental costs we expect, but cannot quantify. In connection with our sales of our common stock in 1998, we have recorded a non-cash, non-recurring compensation charge of $2.7 million in 1998 which represents the difference between the amounts we were paid for those shares and the fair value of those shares on their dates of sale. Our pro forma combined financial statements do not reflect these charges. In the quarter ended March 31, 1999, we will record a non-cash, non-recurring compensation expense (which we presently estimate will be approximately $0.8 million) as a result of our sales of 100,000 shares of our common stock during that quarter to management and non-employee directors at a nominal price. The pro forma combined financial information this prospectus contains covers periods during which the businesses we initially will acquire had different tax structures (S corporations and C corporations) and 23

operated independently of each other as private, owner-operated companies. This information reflects the purchase method of accounting we will use to account for these acquisitions and presents Central as the "accounting acquirer." FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS -- COMBINED Reflecting the levels of construction activity, the demand for ready-mixed concrete is highly seasonal. We believe that this demand may be as much as three times greater in a prime summer month than in a slow winter month and that the six-month period of May through October is the peak demand period. Consequently, we expect that our sales generally will be materially lower in the first and fourth calender quarters. Because we incur fixed costs throughout the year (consisting principally of wages, rent, depreciation and other selling, general and administrative expenses), we expect our gross profit margins will be disproportionately lower than our sales in these quarters. Even during traditional peak periods, sustained periods of inclement weather and other extreme weather conditions can slow or delay construction and thus slow or delay our sales. You should not rely on (1) quarterly comparisons of our revenues and operating results as indicators of our future performance or (2) the results of any quarterly period during a year as an indicator of results you may expect for that entire year. Demand for ready-mixed concrete and other concrete products depends on the level of activity in the construction industry. That industry is cyclical in nature, and the general condition of the economy and a variety of other factors beyond our control affect its level of activity. These factors include, among others, the availability of funds for public or infrastructure construction, commercial and residential vacancy levels, changes in interest rates, the availability of short- and long-term financing, inflation, consumer spending habits and employment levels. The construction industry can exhibit substantial variations in activity across the country as a result of these factors impacting regional and local economies differently. Markets for ready-mixed concrete generally are local. Because our operations will be initially geographically concentrated in four markets, our results of operations will be initially susceptible to any swings in the level of construction activity which may occur in those markets. Ready-mixed concrete is highly price-sensitive. We expect our prices often will be subject to changes in response to relatively minor fluctuations in supply and demand, general economic conditions and market conditions, all of which will be beyond our control. Because of the fixed-cost nature of our business, our overall profitability will be sensitive to minor variations in sales volumes and small shifts in the balance between supply and demand. Competitive conditions in our industry also may affect our future operating results. See "Business -- Competition." If we acquire additional businesses in the future and account for those acquisitions in accordance with the purchase method of accounting, we will include the operating results of those businesses in our consolidated operating results from their respective acquisition dates and begin amortizing any purchase goodwill resulting from those acquisitions on those same dates. Consequently, the magnitude and timing of our future acquisitions will affect our operating results. SELECTED OPERATING INFORMATION -- COMBINED The following table sets forth selected combined statement of operations information of the Founding Companies on a historical basis and as a percentage of total sales for the periods indicated with the exception of Baer, whose fiscal 1996 is its fiscal year ended March 31, 1997. This information is only a summation of the sales, cost of goods sold and gross profit of the individual Founding Companies and does not represent a presentation of that historical information in accordance with generally accepted accounting principles. The Founding Companies were not under common control or management during the periods 24

presented, and this information may not be indicative of our consolidated sales, cost of goods sold or gross profit after this offering closes. YEAR ENDED DECEMBER 31 ------------------------------------------------------------------- 1996 1997 1998 --------------------- --------------------- --------------------- (IN THOUSANDS) Sales................................ $ 128,288 100.0% $ 165,372 100.0% $ 194,076 100.0% Cost of goods sold................... 109,011 85.0% 138,077 83.5% 158,913 81.9% ---------- ---------- ---------- Gross profit......................... 19,277 15.0% 27,295 16.5% 35,163 18.1% ---------- ---------- ---------- SALES. Combined sales increased by $28.7 million in 1998 and $37.1 million in 1997, or 17.4% and 28.9%, respectively, as a result of both price and volume increases. In both years, volumes were higher because of increased construction activity in the San Francisco Bay area. The price increases in both years primarily reflected higher cement prices and other cost increases. GROSS PROFIT. Combined gross profit increased by $7.9 million in 1998 and $8.0 million in 1997, or 28.8% and 41.6%, respectively. The combined gross profit margin increased from 15.0% in 1996 to 16.5% in 1997 and to 18.1% in 1998. The increase in gross profit resulted principally from increased sales and was a function of higher revenues and the strong marginal contribution due to the fixed cost nature of the ready-mixed concrete business. The improvement in the gross profit margin was attributable to sales price increases in excess of cement and other cost increases. LIQUIDITY AND CAPITAL RESOURCES -- COMBINED This offering will not provide us with any funds for use in implementing our business strategies beyond making our initial acquisitions. When this offering closes, we will use our net proceeds therefrom to pay the cash portion of the purchase prices for our initial acquisitions which then will be due ($23.3 million) and apply the balance (approximately $3.7 million) to repay a portion of the indebtedness we will assume as a result of those acquisitions (which indebtedness totaled approximately $19.2 million as of December 31, 1998 on a pro forma basis). We have initiated discussions with several financial institutions to establish the terms of a new credit facility. On the basis of our discussions with the potential lenders, we anticipate this facility will provide for revolving credit borrowings of up to $75 million. When this offering closes, we will use borrowings under this facility to repay the remaining indebtedness we will assume as a result of our initial acquisitions. We expect our credit facility will require the consent of our lenders for acquisitions above a specified size, restrict our ability to incur additional indebtedness and make capital expenditures and require us to comply with various financial tests. We also expect this facility will prohibit our payment of cash dividends. These provisions could materially restrict our ability to effect acquisitions. Our ability to obtain the credit facility is subject to further negotiation with the potential lenders and the preparation and execution of appropriate documentation. After giving effect to our application of our proceeds from this offering and funds we will borrow under our credit facility when this offering closes, our pro forma combined working capital would have totaled approximately $7.4 million at December 31, 1998. Except as we discuss below, we anticipate that our consolidated cash flow from our operations will exceed our normal working capital needs, debt service requirements and the amount of our planned capital expenditures for at least the next 12 months. We currently estimate that purchases of new mixer trucks and other capital expenditures during 1999 will total approximately $4.5 million During 1998, our pro forma combined purchases of property, plant and equipment, net of disposed items, totaled approximately $8.7 million. Three of the businesses we initially will purchase are S corporations. Before this offering closes, they will make distributions in the form of cash, other assets or short-term notes to their owners in amounts equal to the balances of their retained earnings on which those owners have paid or will pay income taxes, including 1999 earnings. At December 31, 1998, these distributions would have totaled approximately $11.9 million. 25

Approximately 90 days after this offering closes, we will adjust the purchase prices for our initial acquisitions to take into account changes in working capital from December 31, 1998 to the date this offering closes. If any of four businesses we then acquire has working capital that (1) exceeds a specified minimum and (2) includes cash and cash equivalents that also exceed a specified minimum, we will pay its former owners additional cash consideration in an amount equal to the lesser of the amount of that excess in cash and cash equivalents or a specified amount. At December 31, 1998, we would have paid approximately $9.8 million as additional cash consideration to the owners of these four businesses on a pro forma basis, and that amount is the maximum amount we actually could be required to pay. As a result of (1) the S corporation distributions, (2) these post-closing payments, if any, and (3) the interest we will pay on borrowings under our credit facility, we may be required to borrow substantial amounts under our credit facility to finance our cash needs on a temporary basis. Our growth strategy will require substantial capital. We currently intend to finance future acquisitions with future internally generated cash flow and through issuances of our Common Stock or debt securities, including convertible debt securities, and borrowings under our credit facility. Using internally generated cash or debt to complete acquisitions could substantially limit our operational and financial flexibility. The extent to which we will be able or willing to use our Common Stock to make acquisitions will depend on its market value from time to time and the willingness of potential sellers to accept it as full or partial payment. Using our Common Stock for this purpose may result in significant dilution to our then existing stockholders. To the extent we are unable to use our Common Stock to make future acquisitions, our ability to grow will be limited by the extent to which we are able to raise capital for this purpose, as well as to expand existing operations, through debt or additional equity financings. If we are unable to obtain additional capital on acceptable terms, we may be required to reduce the scope of our presently anticipated expansion, which could materially adversely affect our business and the value of our Common Stock. We cannot accurately predict the timing, size and success of our acquisition efforts or our associated potential capital commitments. YEAR 2000 COMPLIANCE -- COMBINED Many software applications, computer hardware and related equipment and systems that use embedded technology (such as microprocessors) rely on two-digit codes to reflect the last two digits of a year in performing computations and decision-making functions. These programs, hardware items and systems may fail beginning on January 1, 2000, because of their inability to interpret information codes properly (for example, misinterpreting "00" as the year 1900 rather than 2000). This in turn could have an adverse effect on us because of our direct dependence on our own applications, equipment and systems and our indirect dependence on those of third parties. We have reviewed the software, computer hardware and embedded technology systems that are material to the operations of the businesses we initially will acquire and have concluded either that those items will function properly in the Year 2000 and beyond or that we can modify or replace them in the current year without any material expense or disruption of operations. Accordingly, we do not expect our costs relating to Year 2000 remediation will be material to our financial condition or results of operations. A complete assessment of the Year 2000 issue will involve, among other things, efforts to obtain representations and assurances from third parties, including third-party vendors, that their hardware, embedded technology systems and software we will use or which will impact us are or will be modified to be Year 2000 compliant. We have yet to begin our evaluation of the Year 2000 compliance of any third parties. As a result, we cannot predict the potential consequences if third parties are not or do not timely become Year 2000 compliant. Because we plan to address any significant Year 2000 issues before they affect us, we have not developed a comprehensive contingency plan. If we identify significant risks related to Year 2000 compliance or our progress deviates from our anticipated program, we will develop contingency plans as necessary. We do not anticipate any material adverse effect from Year 2000 failures, but we have no guarantee of total compliance. Factors that give rise to uncertainty include our possible failure to identify all 26

susceptible systems, non-compliance by third parties whose systems and operations impact us and a possible loss of technical resources to perform the work. Year 2000 noncompliance could result in a material disruption of our operations, an interruption in our ability to collect amounts due from customers, loss of accurate accounting records and various of other difficulties. Depending on the length of noncompliance and system failure, any of these situations could have a material adverse impact on our financial condition and results of operations. INFLATION -- COMBINED As a result of the relatively low levels of inflation in the last three years, inflation did not have a significant effect on the results of operations in those periods of any of the businesses we initially will acquire. RESULTS OF OPERATIONS -- CENTRAL Central owns six ready-mixed concrete batch plants in San Jose and elsewhere in the San Francisco Bay area. It also sells concrete-related building materials and tools through its Westside division. Central was a C corporation until May 1, 1997, when it converted to an S corporation. As an S corporation, Central is not subject to federal income taxes, and its stockholders report their respective portions of Central's taxable earnings or losses in their personal tax returns. In California, S corporations are subject to taxation at the rate of 1.5%. Central will terminate its S corporation status when we acquire it. The following table sets forth selected statement of operations information of Central as a percentage of sales for the periods indicated: YEAR ENDED DECEMBER 31 ---------------------------------------------------------------- 1996 1997 1998 -------------------- -------------------- -------------------- (IN THOUSANDS) Sales................................ $ 39,204 100.0% $ 53,631 100.0% $ 66,499 100.0% Cost of goods sold................... 33,402 85.2% 43,794 81.7% 53,974 81.2% --------- --------- --------- --------- --------- --------- Gross profit.................... 5,802 14.8% 9,837 18.3% 12,525 18.8% Selling, general and administrative expenses........................... 3,644 9.3% 4,265 8.0% 4,712 7.1% Depreciation......................... 1,203 3.1% 1,330 2.5% 930 1.4% --------- --------- --------- --------- --------- --------- Income from operations............... $ 955 2.4% $ 4,242 7.9% $ 6,833 10.3% ========= ========= ========= ========= ========= ========= 27

Central has two reportable business segments - - its ready-mixed concrete operations and its Westside building materials and tools division. Segment information for Central as a percentage of sales is as follows for the periods indicated: YEAR ENDED DECEMBER 31 ---------------------------------------------------------------- 1996 1997 1998 -------------------- -------------------- -------------------- (IN THOUSANDS) Sales Ready-Mixed..................... $ 33,112 $ 46,077 $ 57,339 Westside........................ 6,135 8,255 9,162 Other*.......................... (43) (701) (2) --------- --------- --------- Total sales................ 39,204 53,631 66,499 ========= ========= ========= Cost of goods sold Ready-Mixed..................... 26,933 81.3% 36,301 78.8% 46,465 81.0% Westside........................ 5,064 82.5% 6,261 75.8% 7,049 76.9% Other*.......................... 1,415 N/A 1,232 N/A 460 N/A --------- --------- --------- --------- --------- --------- Total cost of goods sold... 33,402 85.2% 43,794 81.7% 53,974 81.2% ========= ========= ========= ========= ========= ========= Gross profit Ready-Mixed..................... 6,189 18.7% 9,776 21.2% 10,874 19.0% Westside........................ 1,071 17.5% 1,994 24.2% 2,113 23.1% Other*.......................... (1,458) N/A (1,933) N/A (462) N/A --------- --------- --------- --------- --------- --------- Total gross profit......... $ 5,802 14.8% $ 9,837 18.3% $ 12,525 18.8% ========= ========= ========= ========= ========= ========= - - ------------ * Consists of unallocated administrative items. 1998 COMPARED TO 1997 SALES. Sales increased $12.9 million, or 24.1%, from $53.6 million for 1997 to $66.5 million for 1998, primarily as a result of the strong construction activity in the Silicon Valley region. Central's long operating history and strong vendor relationships enable Central to offer competitive pricing. Both increases in the size of Central's customer base and that base's increased market share in the San Francisco Bay Area contributed to Central's increase in sales. Sales for the Ready-Mixed segment increased $11.2 million, or 24.3%, from $46.1 million for 1997 to $57.3 million for 1998, primarily as a result of strong demand for commercial building construction. Sales for the Westside segment increased $0.9 million, or 10.8%, from $8.3 million for 1997 to $9.2 million for 1998, primarily as a result of increased sales efforts. Expanded product lines for both building materials and equipment also contributed to the increase in Westside sales. GROSS PROFIT. Gross profit increased $2.7 million, or 27.6%, from $9.8 million for 1997 to $12.5 million for 1998. Gross margins increased to 18.8% from 18.3% over these periods because increases in product prices more than offset increases in union labor rates, additional technical personnel and increases in costs of raw materials. Gross profit of the Ready-Mixed segment increased $1.1 million, or 11.2%, from $9.8 million for 1997 to $10.9 million for 1998. Gross margins decreased to 19.0% from 21.2% over these periods as a result of cost increases for both raw materials and freight during 1998. Gross profit of the Westside segment increased $0.1 million, or 5.0%, from $2.0 million for 1997 to $2.1 million for 1998. Gross margins decreased to 23.1% from 24.2% over these periods as a result of major cost increases for raw building materials during 1998. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased $0.4 million, or 10.5%, from $4.3 million for 1997 to $4.7 million for 1998 as a result of the addition of administrative infrastructure necessary to support Central's growth. 28

1997 COMPARED TO 1996 SALES. Sales increased $14.4 million, or 36.7%, from $39.2 million for 1996 to $53.6 million for 1997, primarily because of increased construction activity by high-tech companies that are expanding in the Silicon Valley region. Both increases in the size of Central's customers base and that base's increased market share in the San Francisco Bay Area contributed to Central's increase in sales. Sales of the Ready-Mixed segment increased $13.0 million, or 39.3%, from $33.1 million for 1996 to $46.1 million for 1997, as a result of strong commercial building demand. Sales of the Westside segment increased $2.2 million, or 36.1%, from $6.1 million for 1996, to $8.3 million for 1997 as a result of increased sales efforts. Westside sales also increased because of expanded product lines in building materials and equipment sales. GROSS PROFIT. Gross profit increased $4.0 million, or 69.0%, from $5.8 million for 1996, to $9.8 million for 1997, primarily because reductions in the cost of materials more than offset increases in the number of union employees, union labor rates and operating and maintenance expenses. Gross margins increased from 14.8% to 18.3% for the same reason. Gross profit of the Ready-Mixed segment increased $3.6 million, or 58.0%, from $6.2 million for 1996 to $9.8 million for 1997. Gross margins of the Ready-Mixed segment increased from 18.7% to 21.2% over these periods. Gross profit of the Westside segment increased $0.9 million from $1.1 million for 1996 to $2.0 million for 1997. Gross margins of the Westside segment improved from 17.5% to gross margins of 24.2% over these periods as a result of increased sales efforts and expanded product lines. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased $0.7 million, or 19.4%, from $3.6 million for 1998 to $4.3 million for 1997, primarily because of an increase of $0.3 million in expenses attributable to the hiring of additional personnel. As a percentage of sales, these expenses decreased over the periods because of Central's sales growth in 1997. LIQUIDITY AND CAPITAL RESOURCES -- CENTRAL Central's operations generated $6.9 million of net cash in 1998, an increase of $4.6 million from 1997 as a result principally of increases in net income ($2.2 million) and cash paid on receivables ($2.3 million). Central used net cash in investing activities of approximately $3.4 million in 1998, substantially all of which it spent for property, plant and equipment. In 1998, Central used net cash of $1.2 million in its financing activities, principally to repay debt and make distributions to its stockholders. At December 31, 1998, Central had working capital of $7.4 million and total debt of $3.5 million. Central expects to be able to fund its cash needs such as working capital through cash it generates from its operations. It generally funds its purchases of property, plant, and equipment with internally generated cash or debt. Central maintains a $1.2 million line of credit with a bank. It did not draw on this line in 1997 or 1998. This line of credit will remain in effect until notification of termination from either party. In the first quarter of 1999, Central distributed $1.1 million of property and $0.6 million in cash to its stockholders. OTHER -- CENTRAL For information respecting factors causing seasonal and quarterly fluctuations in Central's operating results, see "-- Factors That May Affect Our Future Operating Results -- Combined." RESULTS OF OPERATIONS -- WALKER'S Walker's operates ready-mixed concrete plants in Oakland, Hayward and San Jose, California. 29

The following table sets forth selected statement of operations information of Walker's as a percentage of sales for the periods indicated. YEAR ENDED DECEMBER 31 ---------------------------------------------------------------- 1996 1997 1998 -------------------- -------------------- -------------------- (IN THOUSANDS) Sales................................ $ 31,008 100.0% $ 37,990 100.0% $ 41,615 100.0% Cost of goods sold................... 26,455 85.3% 31,798 83.7% 34,528 83.0% --------- --------- --------- --------- --------- --------- Gross profit.................... 4,553 14.7% 6,192 16.3% 7,087 17.0% Selling, general and administrative expenses........................... 2,155 6.9% 2,953 7.8% 3,022 7.3% Depreciation......................... 767 2.5% 828 2.2% 896 2.1% --------- --------- --------- --------- --------- --------- Income from operations............... $ 1,631 5.3% $ 2,411 6.3% $ 3,169 7.6% ========= ========= ========= ========= ========= ========= 1998 COMPARED TO 1997 SALES. Sales increased $3.6 million, or 9.5%, for 1998, primarily as a result of the strong construction activity in the Silicon Valley region and increasing prices for concrete. GROSS PROFIT. Gross profit increased $0.9 million, or 14.5%, for 1998 because sales price increases more than offset increases in cement prices and other costs. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased slightly by $0.07 million, or 2.3%. 1997 COMPARED TO 1996 SALES. Sales increased $7.0 million, or 22.5%, for 1997, primarily as a result of increased demand as a result of the strong construction activity in the Silicon Valley region and increasing prices for concrete. GROSS PROFIT. Gross profit increased $1.6 million, or 36.0%, for 1997. Gross margins increased to 16.3% from 14.7% over these periods because sales price increases more than offset increases in cement and other costs. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased $0.8 million, or 37.0% due to increased selling and administrative costs to support the growth of Walker's. LIQUIDITY AND CAPITAL RESOURCES -- WALKER'S Walker's operations generated $2.6 million of net cash in 1998, an increase of $0.8 million from1997 as a result principally of increases in net income ($0.5) and cash paid on receivables ($0.07). Walker's used net cash in investing activities of approximately $2.0 million in 1998, substantially all of which it spent for property, plant and equipment. At December 31, 1998, Walker's had working capital of $0.5 million and total debt of $4.4 million. Walker's expects to be able to fund its cash needs such as working capital through cash it generates from its operations. It generally funds its purchases of property, plant and equipment with internally generated cash or debt. Walker's maintains a $4.0 million line of credit with a bank. At December 31, 1998, it had $3.0 million outstanding under this line of credit. OTHER -- WALKER'S For information respecting factors causing seasonal and quarterly fluctuations in Walker's operating results, see "-- Factors That May Affect Our Future Operating Results -- Combined." RESULTS OF OPERATIONS -- BAY CITIES Bay Cities operates ready-mixed concrete plants in the San Francisco Bay Area and Sacramento metropolitan area. 30

The following table sets forth selected statement of operations information of Bay Cities as a percentage of sales for the periods indicated. YEAR ENDED DECEMBER 31 ---------------------------------------------------------------- 1996 1997 1998 -------------------- -------------------- -------------------- (IN THOUSANDS) Sales................................ $ 30,496 100.0% $ 45,312 100.0% $ 53,600 100.0% Cost of goods sold................... 27,287 89.5% 40,292 88.9% 46,766 87.3% --------- --------- --------- --------- --------- --------- Gross profit.................... 3,209 10.5% 5,020 11.1% 6,834 12.7% Selling, general and administrative expenses........................... 2,090 6.8% 2,778 6.1% 3,962 7.4% Depreciation......................... 458 1.5% 458 1.0% 505 0.9% --------- --------- --------- --------- --------- --------- Income from operations............... $ 661 2.2% $ 1,784 3.9% $ 2,367 4.4% ========= ========= ========= ========= ========= ========= 1998 COMPARED TO 1997 SALES. Sales increased $8.3 million, or 18.3%, for 1998, primarily as a result of the strong construction activity in the Silicon Valley region and increasing prices for concrete. GROSS PROFIT. Gross profit increased $1.8 million, or 36.1%, for 1998. Gross margins increased to 12.7% from 11.1% over these periods because sales price increases more than offset increases in cement and other costs. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased $1.2 million, or 42.6% due to increased selling and administrative costs associated with Bay Cities' growth. 1997 COMPARED TO 1996 SALES. Sales increased $14.8 million, or 48.6%, for 1997, primarily as a result of the strong construction activity in the Silicon Valley region and increasing prices for concrete. GROSS PROFIT. Gross profit increased $1.8 million, or 56.4%, for 1997. Gross margins increased to 11.1% from 10.5% over these periods because sales price increases more than offset increases in cement and other costs. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased $0.7 million, or 32.9% due to increased selling and administrative costs associated with Bay Cities' growth. LIQUIDITY AND CAPITAL RESOURCES -- BAY CITIES Bay Cities' operations generated $3.5 million of net cash in 1998, an increase of $3.0 million from 1997 as a result principally of increases in net income ($0.4 million) and cash paid on receivables ($5.3 million) offset by an increase in cash paid for accounts payable ($2.6 million). Bay Cities used net cash in investing activities of approximately $1.6 million in 1998, substantially all of which it spent for property, plant and equipment. At December 31, 1998, Bay Cities had working capital of $2.2 million and total debt of $2.5 million. Bay Cities expects to be able to fund its cash needs such as working capital through cash it generates from its operations. It generally funds its purchases of property, plant and equipment with internally generated cash or debt. OTHER -- BAY CITIES For information respecting factors causing seasonal and quarterly fluctuations in Bay Cities' operating results, see "-- Factors That May Affect Our Future Operating Results -- Combined." 31

BUSINESS GENERAL We intend to become a leading value-added provider of ready-mixed concrete and related services to the construction industry in major markets in the United States. The Company currently serves all segments of the construction industry in the San Francisco, San Jose, Oakland and Sacramento, California and Washington, D.C. metropolitan areas and northern New Jersey. The Company currently operates 26 concrete plants and produced over 2.5 million cubic yards of concrete in 1998. Its operations consist principally of formulating, preparing, delivering and placing ready-mixed concrete at the job sites of its customers. The Company provides services to reduce customers' overall construction costs by lowering the installed, or "in-place," cost of concrete. These services include the formulation of new mixtures for specific design uses, on-site and lab-based product quality control and delivery programs configured to meet customers' needs. The Company's pro forma combined sales increased from $128.3 million in fiscal 1996 to $165.4 million in 1997 and to $194.1 million in 1998, or 28.9% and 17.4%, respectively. Of the Company's 1998 pro forma combined sales, approximately 44%, 33%, 18% and 5% were to commercial and industrial construction contractors, residential construction contractors, street and highway construction and paving contractors and other public works and infrastructure contractors, respectively. We believe the Company's current size places it among the leading independent ready-mixed concrete companies in the United States. Given the large size and fragmentation of the ready-mixed concrete industry, we believe numerous potential acquisition candidates exist both within the markets the Company currently serves and in other large metropolitan and high growth markets. We intend to continue to make acquisitions to enhance our position in existing markets and expand into new markets. We believe that a significant consolidation opportunity exists for a company that can consistently offer high-quality, value-added services to large users of ready-mixed concrete. INDUSTRY OVERVIEW Annual usage of ready-mixed concrete in the United States is currently at a record level and is projected to continue growing. According to the National Ready-Mixed Concrete Association (the "NRMCA"), total sales from production and delivery of ready-mixed concrete in the United States grew from $17.6 billion in 1996 to $19.3 billion in 1997 and to $21.3 billion in 1998, or 9.7% and 10.4%, respectively, and are expected to grow to $22.1 billion in 1999. This growth reflects several contributing factors, including (1) general economic expansion in the United States, (2) enhanced promotional efforts and (3) development of new applications. Four broad construction sectors comprise the market for ready-mixed concrete: (1) residential; (2) commercial and industrial; (3) street and highway; and (4) other public works and infrastructure, including bridges, aqueducts, dams, tunnels, educational facilities, public utilities, airports and correctional facilities. For most projects, manufacturers of ready-mixed concrete act as material suppliers for the projects' general contractors. According to the NRMCA, of the $21.3 billion in industry-wide sales in 1998, approximately 22% related to residential construction, 18% related to commercial and industrial construction, 32% related to streets and highways construction and paving, 10% related to water treatment facilities, 10% related to public facilities and buildings and 8% related to other public works and infrastructure construction. Ready-mixed concrete is a versatile, low-cost manufactured material the construction industry uses in substantially all its projects. It is a stone-like compound that results from combining fine and coarse aggregates (such as sand, gravel and crushed stone), water and admixtures (chemicals, fibers and minerals) with cement to create a plastic (malleable) material. Ready-mixed concrete can be manufactured in thousands of variations which in each instance may reflect a specific design use. Manufacturers of ready-mixed concrete generally maintain less than one day's requirements of raw materials and must coordinate their daily material purchases with the time-sensitive delivery requirements of their customers. Ready-mixed concrete begins to harden when mixed and generally becomes difficult to place within 60 to 90 minutes after mixing. This characteristic generally limits the market for a permanently installed plant 32

to an area within a 25-mile radius of its location. Concrete manufacturers produce ready-mixed concrete in batches at their plants and use mixer and other trucks to distribute and place it at the job sites of their customers. These manufacturers generally do not provide paving or other finishing services construction contractors or subcontractors typically perform. Manufacturers generally obtain contracts through local sales and marketing efforts they direct at general contractors, developers and home builders. As a result, local relationships are very important. Based on information the NRMCA has provided us, the ready-mixed concrete industry in the United States is highly fragmented, with more than 3,500 independent producers operating a total of approximately 5,300 plants. Larger markets generally have numerous producers competing for business on the basis of price, timing of delivery and reputation for quality and service. We believe, on the basis of available market information, that the typical ready-mixed concrete company is family owned and has limited access to capital, limited financial and technical expertise and limited exit strategies for its owners. Given these operating constraints, we believe many ready-mixed concrete companies are finding it difficult to both grow their businesses and compete effectively against larger, more cost-efficient and technically capable competitors. We believe these characteristics present consolidation and growth opportunities for a company with a focused acquisition program and access to low-cost capital. Barriers to the start-up of a new ready-mixed concrete manufacturing operation have historically been low. In recent years, however, public concerns about the dust, noise and heavy mixer and other truck traffic associated with the operation of ready-mixed concrete plants and their general appearance have made obtaining the necessary permits and licenses required for new plants more difficult. Delays in the regulatory process, coupled with the substantial capital investment start-up operations entail, have substantially raised the barriers to entry for those operations. SIGNIFICANT FACTORS IMPACTING THE MARKET FOR READY-MIXED CONCRETE Based on available industry information, we believe that between 1996 and 1998 ready-mixed concrete sales as a percentage of total construction expenditures increased 13.2%. In addition to favorable trends in the overall economy of the United States, we believe three significant factors have been expanding the market for ready-mixed concrete in particular: (1) the increased level of industry-wide promotional and marketing activities; (2) the development of new and innovative uses for ready-mixed concrete; and (3) the enactment of the federal legislation commonly called TEA-21. INDUSTRY-WIDE PROMOTIONAL AND MARKETING ACTIVITIES. Management believes industry participants have only in recent years focused on and benefitted from promotional activities to increase the industry's share of street and highway and residential construction expenditures. Many of these promotional efforts resulted from an industry-wide initiative called RMC 2000, a program that was established in 1993 under the leadership of the Company's Chief Executive Officer, Eugene P. Martineau, and has been adopted by the NRMCA, the industry's largest trade organization. The principal goals of RMC 2000 have been to (1) promote ready-mixed concrete as a building and paving material and (2) improve the overall image of the ready-mixed concrete industry. We believe RMC 2000 has been a catalyst for increased investment in concrete promotional activities. DEVELOPMENT OF NEW AND INNOVATIVE READY-MIXED CONCRETE PRODUCTS. Ready-mixed concrete has many attributes that make it a highly versatile construction material. In recent years, industry participants have developed various product innovations, including: concrete housing; precast modular paving stones; prestressed concrete railroad ties to replace timber ties; continuous-slab rail-support systems for rapid transit and heavy-traffic intercity rail lines; and concrete bridges, tunnels and other structures for rapid transit systems. Other examples of successful innovations that have opened new markets for ready-mixed concrete include highway median barriers, highway sound barriers, paved shoulders to replace less permanent and increasingly costly asphalt shoulders, parking lots to ensure a long-lasting and aesthetic urban environment and colored pavements to mark entrance and exit ramps and lanes of expressways. IMPACT OF TEA-21. TEA-21, the largest public works funding bill in the history of the United States, became effective in June 1998. TEA-21 provides a $218 billion budget for federal highway, transit and 33

safety spending for the six-year period from 1998 through 2003. This represents a 43% increase over the funding levels authorized under similar federal funding programs covering the immediately preceding six-year period. In addition, because relatively more of this funding is designated for use in maintenance and reconstruction projects instead of new construction, we believe the ready-mixed concrete industry will secure a greater percentage of the work than under previous federal highway funding measures. Although road and highway construction and paving has not accounted for a significant portion of the Company's business in recent years (see "Business -- Customers"), we believe the Company should benefit from the impact we expect TEA-21 will have on the overall demand for ready-mixed concrete in the United States. BUSINESS STRATEGY Our objective is to expand the geographic scope of the Company's operations and become the leading value-added provider of ready-mixed concrete and related services in each of its markets. We plan to achieve this objective by (1) making acquisitions and (2) implementing a national operating strategy aimed at increasing revenue growth and market share, achieving cost efficiencies and enhancing profitability. We intend to manage the Company's operations on a decentralized basis to allow acquired businesses to focus on their existing customer relationships and local strategy. Our executive management team will be responsible for executing our company-wide strategy, including acquisition planning, execution and integration and initiating and overseeing operational improvements. GROWTH THROUGH ACQUISITIONS. The significant costs and regulatory requirements involved in building new plants make acquisitions an important element of our growth strategy. We intend to implement an acquisition program targeting opportunities for (1) expansion within the Company's existing markets and (2) entering new geographic markets within the United States. o EXPANDING WITHIN EXISTING MARKETS. We will seek to acquire other well-established companies operating within our existing markets in order to expand the market penetration of the Company. By expanding in existing markets through acquisitions, we expect to realize various operating synergies, including: o increased market coverage; o economies of scale in materials procurement; o improved utilization and range of mixer trucks because of access to additional plants; o customer cross-selling opportunities; and o reduced operating and overhead costs. We believe the Founding Companies in the San Francisco Bay Area provide a clear example of many of the market inefficiencies that confront local, competing ready-mixed concrete manufacturers. Based on industry data, we estimate that these Founding Companies realized a combined 30% share of their market. Among those Founding Companies, the average cost per yard of concrete delivered during 1998 varied by as much as $1.00 and the average revenue earned per yard delivered varied by as much as $4.35. Our acquisitions of the Founding Companies in the San Francisco Bay Area illustrates our acquisition strategy to expand operations within existing markets which we intend to replicate in additional markets throughout the United States. We believe that by properly allocating production and mixer trucks, as required by shifting demand within a market, we can improve the utilization rates of our plants and mixer trucks and maximize our revenues per yard of concrete delivered. o ENTERING NEW GEOGRAPHIC MARKETS. The Company will seek to enter new geographic markets that have a balanced mix of residential, commercial, industrial and public sector concrete consumption and have demonstrated adequate sustainable demand and prospects for growth. In each new market the Company enters, we initially will target for acquisition one or more leading local or regional ready-mixed concrete companies that can serve as platform businesses into which we can consolidate other ready-mixed concrete operations. Important criteria for these acquisition candidates will 34

include historically successful operating results, established customer relationships and superior operational management personnel, whom we generally will seek to retain. IMPLEMENTATION OF A NATIONAL OPERATING STRATEGY. We intend to implement a national operating strategy designed to (1) increase revenues and market share through improved marketing and sales initiatives and enhanced operations and (2) achieve cost efficiencies. o IMPROVING MARKETING AND SALES INITIATIVES AND ENHANCING OPERATIONS. Our basic operating strategy will be to emphasize the sale of value-added product to customers who are more focused on reducing their in-place concrete costs than on the price per cubic yard of the ready-mixed concrete they purchase. Key elements of our service-oriented strategy include providing corporate-level marketing and sales expertise, establishing company-wide quality control improvements and developing and implementing training programs that emphasize successful marketing, sales and training techniques and the sale of high-margin concrete mix designs. In addition, we intend to invest in computer and communications technology at each of the Company's locations to improve communications, purchasing, accounting, load dispatch, delivery efficiency and reliability and customer relations. o ACHIEVING COST EFFICIENCIES. We expect to reduce the total operating expenses of the businesses we acquire by eliminating duplicative administrative functions and consolidating certain functions each business performed separately prior to its acquisition. In addition, we believe that, as the Company increases in size, it should experience reduced costs as a percentage of net sales compared to those of the individual businesses we acquire in such areas as: materials procurement; purchases of mixer trucks and other equipment, spare parts and tools; vehicle and equipment maintenance; financing terms; employee benefit plans; and insurance and other risk management programs. PRODUCTS AND SERVICES READY-MIXED CONCRETE. The Company's ready-mixed concrete products consist of proportioned mixes it prepares and delivers in unhardened plastic states for placement and shaping into their designed forms. Selecting the optimum mix for a job entails determining not only the ingredients that will produce the desired permeability, strength, appearance and other properties of the concrete after it has hardened and cured, but also the ingredients necessary to achieve a workable consistency under the weather and other conditions at the job site. We believe the Company achieves product differentiation for the mixes it offers because of the variety of mixes it is able to produce, its volume production capacity and its scheduling, delivery and placement reliability. We also believe the Company distinguishes itself with its value-added service approach that emphasizes reducing its customers' overall construction costs by lowering the in-place cost of concrete. From a contractor's perspective, the in-place cost of concrete includes both the amount paid to the ready-mixed concrete manufacturer and the internal costs associated with the labor and equipment the contractor provides. For example, a contractor's unit cost of concrete is often only a small component of the total in-place cost that takes into account all the labor and equipment costs required to place and finish the ready-mixed concrete, including the cost of additional labor and time lost due to substandard products or delivery delays. 35

The Company provides a variety of services in connection with its sale of ready-mixed concrete which help reduce its customers' in-place cost of concrete. These services include: o production of new formulations and alternative product recommendations that reduce construction time; o quality control, through automated production and laboratory testing, that ensures consistent results and minimizes the need to correct completed work; o automated scheduling and tracking systems that ensure timely delivery and reduce the downtime incurred by the customer's finishing crew; and o innovative pricing discounts that are designed to minimize the time the customer keeps our trucks on site, thereby resulting in a lower price to the customer as well as a more efficient use of the customer's crews and equipment. The Company produces ready-mixed concrete by combining the desired type of cement, sand (fine aggregate), gravel and crushed stone (coarse aggregate) with water and typically one or more admixtures. These admixtures (chemicals, minerals and fibers) determine the usefulness of the product for particular applications. The Company uses a variety of chemical admixtures to achieve one or more of five basic purposes: o relieve internal pressure and increase resistance to cracking in subfreezing weather; o retard the hardening process to make concrete more workable in hot weather; o strengthen concrete by reducing its water content; o accelerate the hardening process and reduce the time required for curing; and o facilitate the placement of concrete having a low water content. The Company frequently uses various mineral admixtures as supplementary cementing materials to alter the permeability, strength and other properties of concrete. These materials include fly ash, ground granulated blast-furnace slag and silica fume. The Company also uses fibers, such as steel, glass and synthetic and carbon filaments, as an additive in various formulations of concrete. Fibers help to control shrinkage cracking, which reduces permeability and improves abrasion resistance. In many applications, fibers replace welded steel wire and reinforcing bars. Relative to the other components of ready-mixed concrete, these additives generate comparatively high margins. OTHER PRODUCTS. The Company produces pre-cast concrete products at its Santa Rosa, California plant. These products include specialty engineered structures, custom signage, curb inlets and H.D.P.E. lined vaults. In some locations, the Company also sells concrete-related building materials and supplies to small residential contractors and large construction companies. These products include bagged cement, rebar, wire mesh, concrete blocks, framing forms and various types of concrete and masonry finishing tools. The Company's pro forma combined sales from the sale of pre-cast concrete products and other concrete-related building materials and supplies in 1998 totaled approximately $13.4 million, or approximately 7.0% of the Company's total pro forma combined sales for 1998. OPERATIONS The Company has made substantial capital investment in equipment, systems and personnel at its plants to facilitate continuous multi-customer deliveries of highly perishable products. In any given market, the Company may maintain a number of plants whose production is centrally coordinated to meet customer production requirements. The Company must constantly adapt to continually changing delivery schedules. The Company's ready-mixed concrete plants consist of permanent installations and portable facilities. Several factors govern the choice of plant type, including capital availability, production consistency requirements and daily production capacity requirements. A wet batch plant generally costs more, but yields greater consistency in the concrete produced and has greater daily production capacity, than a dry batch 36

plant. We believe that a wet batch plant having an hourly capacity of 250 cubic yards currently would cost approximately $1,500,000 to build, while a dry batch plant having the same capacity currently would cost approximately $700,000 to build. From time to time the Company uses portable plants, which include both wet batch and dry batch facilities, to service large, long-term jobs and jobs in remote locations. The Company produces ready-mixed concrete in batches. The batch operator in a dry batch plant simultaneously loads the dry components of stone, sand and cement with water and admixtures in a mixer truck that begins the mixing process during loading and completes that process while driving to the job site. In a wet batch plant, the batch operator blends the dry components and water in a plant mixer from which he loads the already mixed concrete into the mixer truck, which leaves for the job site promptly after loading. The Company's mixer trucks slowly rotate their loads on route to job sites in order to maintain product consistency. A mixer truck typically has a load capacity of nine cubic yards (approximately 18 tons) and a useful life of 12 years. After eight years, certain components of the mixer trucks require refurbishment. A new truck of this size currently costs approximately $125,000. In the Company's manufacture and delivery of ready-mixed concrete, we emphasize quality control, pre-job planning, customer service and coordination of supplies and delivery. The Company often obtains purchase orders for ready-mixed concrete months in advance of actual delivery to a job site. A typical order contains various specifications that the contractor requires the concrete to meet. After receiving the specifications for a particular job, the Company utilizes computer modeling, industry data and data from previous similar jobs to formulate a variety of mixtures of cement, aggregates, water and admixtures which will meet or exceed the contractor's specifications. It performs testing to determine which mix design is most appropriate to meet the required specifications. The test results enable the Company to select the mixture that has the lowest cost and meets or exceeds the job specifications. The testing center creates and maintains a project file that details the mixture to be used when the concrete for the job is actually prepared. For quality control purposes, the testing center is also responsible for maintaining batch samples of concrete that has been delivered to a job site. The Company uses computer modeling to prepare bids for particular jobs based on the size of the job, location, desired margin, cost of raw materials and the design mixture identified in its testing process. If the job is large enough, the Company will obtain quotes from its suppliers as to the cost of raw materials the Company uses in preparing the bid. Once the Company obtains a quotation from its suppliers, the price of the raw materials for the specified job is informally established. Several months often elapse from the time a contractor has accepted the Company's bid until actual delivery of the ready-mixed concrete begins. During this time, the Company maintains regular communication with the contractor concerning the status of the job and any changes in the job's specifications in order to coordinate the multi-sourced purchases of cement and other materials it will need to fill the job order and meet the contractor's delivery requirements. The Company must confirm that its customers are ready to take delivery of manufactured product throughout the placement process. On any given day, a particular plant may have production orders for dozens of customers at various locations throughout its area of operation. To fill an order: o the dispatch office coordinates the timing and delivery of the concrete to the job site; o a load operator supervises and coordinates the receipt of the necessary raw materials and operates the hopper that dispenses those materials into the appropriate storage bins; o a batch operator prepares the specified mixture from the order and oversees the loading of the dry ingredients and water (in a dry batch plant) or the already-mixed concrete (in a wet batch plant) into a mixer truck; and o the driver of the mixer truck delivers the load to the job site, places the load and, after washing the truck, departs at the direction of the dispatch office. The central dispatch system tracks the status of each of the Company's mixer trucks as to whether a particular truck is loading concrete, in route to a particular job site, on the job site, placing concrete, being washed or in route to a particular plant. The system is continuously updated via signals received from the individual truck operators as to their status. In this manner, the dispatcher is able to determine the optimal 37

routing and timing of subsequent deliveries by each mixer truck and to monitor the performance of each driver. A plant manager oversees the operation of each plant. The Company also employs maintenance personnel who perform routine maintenance work throughout its plants, a full-time staff of mechanics who perform substantially all the maintenance and repair work on the Company's vehicles, testing center staff who prepare mixtures for particular job specifications and maintain quality control, various clerical personnel who are responsible for the day-to-day operations of the Company and sales personnel who are responsible for identifying potential customers and maintaining existing customer relationships. The Company generally operates on a single shift with some overtime operation during the construction season. On occasion, however, it has projects that require deliveries "around the clock." CEMENT AND RAW MATERIALS The Company obtains most of the materials it uses to manufacture ready-mixed concrete at each of its facilities on a daily basis. These raw materials include cement (itself a manufactured product), stone, gravel and sand. Each plant typically maintains an inventory level of these materials sufficient to satisfy its operating needs for one day or less. Cement represents the highest cost material used in the manufacture of ready-mixed concrete, currently averaging approximately $22 per cubic yard, while the current cost of stone, gravel and sand ranges from approximately $18 to $20 per cubic yard. In each of its markets, the Company purchases each of these materials from any one of several suppliers. SALES AND MARKETING General contractors typically select their suppliers of ready-mixed concrete. In large, complex projects, an engineering firm or division within a state transportation or public works department may influence the purchasing decision, particularly where the concrete has complicated design specifications. In those projects and in government-funded projects generally, the general contractor or project engineer usually awards supply orders on the basis of either direct negotiation or competitive bidding. We believe the purchasing decision in many cases ultimately is relationship-based. Our marketing efforts will target general contractors, design engineers and architects whose focus extends beyond the price of ready-mixed concrete to product quality and consistency and reducing their in-place cost of concrete. As of March 1, 1999, the Founding Companies collectively employed 26 full-time sales persons. We intend to increase the size of the Company's sales staff. We also intend to develop and implement training programs to increase the marketing and sales expertise and technical abilities of that staff. Our goal is to create a sales force whose service-oriented approach will appeal to our targeted prospective customers and differentiate the Company from its competitors. CUSTOMERS We estimate that approximately 44%, 33%, 18% and 5% of the Company's sales in 1998 were to commercial and industrial construction contractors, residential construction contractors, street and highways construction and paving contractors and other public works and infrastructure contractors, respectively. In 1998, the Founding Companies sold concrete to more than 2,500 different customers, and no single customer or project accounted for more than 4% of the Company's pro forma combined net sales for 1998. The Company relies heavily on repeat customers. We estimate that repeat customer sales in 1998 accounted for approximately 85% of the Company's total sales. Management and dedicated sales personnel at each of the Founding Companies have been responsible for developing and maintaining successful long- term relationships with key customers. We believe that by operating in more geographic markets, the Company will be in the better position to market to and service large nationwide and regional contractors. TRAINING AND SAFETY The Company's future success will depend, in part, on the extent to which it is able to attract, retain and motivate qualified employees. We believe that the Company's ability to do so will depend on the quality of its recruiting, training, compensation and benefits, the opportunities it affords for advancement 38

and its safety record. Historically, the Founding Companies have supported and funded continuing education programs for their employees. We intend to continue and expand these programs. We will require all field employees to attend periodic safety training meetings and all drivers to participate in training seminars followed by certification testing. We expect to hire a safety director who will supervise a unified, Company-wide safety program. COMPETITION The ready-mixed concrete industry is highly competitive. The competitive position of the Company in a given market will depend largely on the location and operating costs of its ready-mixed concrete plants and prevailing prices in that market. Price is the primary competitive factor among suppliers for small or simple jobs, principally in residential construction, while timeliness of delivery and consistency of quality and service as well as price are the principal competitive factors among suppliers for large or complex jobs. Our competitors will range from small, owner-operated private companies to subsidiaries or operating units of large, vertically integrated cement manufacturing and concrete products companies. Competitors having lower operating costs than we do or having the financial resources to enable them to accept lower margins than we do will have a competitive advantage over us for jobs that are particularly price-sensitive. Competitors having greater financial resources to build plants in new areas or pay for acquisitions also will have competitive advantages over us. EMPLOYEES At March 15, 1999, the Company had approximately 90 salaried employees, including executive officers, management personnel, sales personnel, technical personnel, administrative staff and clerical personnel, and approximately 515 hourly personnel it generally employs on an as-needed basis, including 400 truck drivers. The number of employees fluctuates depending upon the number and size of projects the Company is supplying at any particular time, which may be impacted by variations in weather conditions throughout the year. At March 15, 1999, approximately 450 of the Company's employees were represented by labor unions having collective bargaining agreements with five Founding Companies. Generally, these agreements have multiyear terms and expire on a staggered basis. Under these agreements, the Founding Companies pay specified wages to their covered employees, observe certain workplace rules and make payments to multi-employer pension plans and employee benefit trusts rather than administering the funds on behalf of their employees. None of the Founding Companies has experienced any strikes or significant work stoppages in the past 10 years. The Company believes its relationships with its employees and union representatives are satisfactory. FACILITIES AND EQUIPMENT The Company operates a fleet of approximately 380 owned and leased mixer trucks and 195 other vehicles. The Company's own mechanics service most of the fleet. The Company believes these vehicles are generally well-maintained and adequate for its present operations. The average age of the Company's mixer trucks is approximately six years. When this offering closes, the Company's corporate headquarters will be located in Houston, Texas. The Founding Companies, collectively, maintain office, maintenance and/or sales operations at a total of six sites located in the San Francisco Bay Area, the Sacramento, California metropolitan area, northern New Jersey and Washington, D.C. The Company also operates batch plants at 21 sites scattered throughout its prime operating regions. 39

The chart below summarizes the Company's operating facilities. The Company believes that its facilities are sufficient for its current needs. See "Certain Transactions." OWNED/ LOCATION TYPE OF FACILITY LEASED 1998 VOLUME - - ------------------------------------- ---------------------------- ----------- ------------ (CUBIC YARDS) Brentwood, CA........................ 2 Dry Batch Plants Owned 95,195 Cameron Park, CA..................... Dry Batch Plant Owned 59,269 Elk Grove, CA........................ Dry Batch Plant Owned 45,749 Hayward, CA.......................... Wet Batch Plant Owned 219,721 Lincoln, CA.......................... Dry Batch Plant Leased 69,977 Oakland, CA.......................... Wet Batch Plant Leased 89,017 Pleasanton, CA....................... Wet Batch Plant/ Leased 166,352 Dry Batch Plant Redwood City, CA..................... Dry Batch Plant Leased 76,272 Rio Linda, CA........................ 2 Dry Batch Plants Owned 115,765 San Jose, CA......................... 3 Wet Batch Plants/2 Dry 4 Owned 766,498 Batch Plants 1 Leased Santa Rosa, CA....................... Cast Products Facility Leased N/A South San Francisco, CA.............. 2 Wet Batch Plants Owned 300,827 Walnut Creek, CA..................... Wet Batch Plant Owned 136,235 Bernardsville, NJ.................... Dry Batch Plant Leased 55,892 North Port, NJ....................... Dry Batch Plant Leased 29,809 Roseland, NJ......................... 2 Wet Batch Plants/ Leased 100,606 Dry Batch Plant Washington, D.C...................... Wet Batch Plant Leased 230,276 ------------ Total........................... 2,557,460 ============ GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS A wide range of federal, state and local laws applies to the Company's operations, including such matters as land usage, street and highway usage, noise levels and health, safety and environmental matters. In many instances, the Company must have certificates, permits or licenses in order to conduct its business. Failure by the Company to maintain required certificates, permits or licenses or to comply with applicable laws could result in substantial fines or possible revocation of its authority to conduct some of its operations. Delays in obtaining approvals for the transfer or grant of certificates, permits or licenses, or failure to obtain new certificates, permits or licenses, could impede the implementation of our acquisition program. Environmental laws that impact the Company's operations include those relating to air quality, solid waste management and water quality. Environmental laws are complex and subject to frequent change. These laws impose strict liability in some cases without regard to negligence or fault. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for joint and several strict liability for remediation of spills and releases of hazardous substances. In addition, businesses may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances, as well as damage to natural resources. These laws also may expose the Company to liability for the conduct of or conditions caused by others, or for acts of the Company which complied with all applicable laws when performed. We will conduct Phase I investigations to assess environmental conditions on substantially all the real properties the Founding Companies own or lease and engaged an independent environmental consulting firm in that connection. We have not identified any environmental concerns we believe are likely to have a material adverse effect on the Company's business, financial condition or results of operations, but you have no assurance material liabilities will not occur. You also have no assurance the Company's compliance with amended, new or more stringent laws, stricter interpretations of existing laws or the future 40

discovery of environmental conditions will not require additional, material expenditures by the Company. OSHA regulations establish requirements the Company's training programs must meet. We believe the Company has all material permits and licenses required to conduct its operations and is in substantial compliance with applicable regulatory requirements relating to its operations. The Company's capital expenditures relating to environmental matters were not material on a pro forma combined basis in 1998. We do not currently anticipate any material adverse effect on the business or financial position of the Company as a result of its future compliance with existing environmental laws controlling the discharge of materials into the environment. LEGAL PROCEEDINGS AND INSURANCE The Founding Companies have been from time to time, and currently are, subject to claims and litigation brought by employees, customers and third parties for personal injuries, property damages, product defects and delay damages, that have, or allegedly have, resulted from the conduct of their operations. Currently, the Company does not have pending any litigation that, separately or in the aggregate, if adversely determined, we believe would have a material adverse effect on the Company's business, financial condition or results of operations. We expect that in the future the Company will from time to time be a party to litigation or administrative proceedings which arise in the normal course of its business. The Company's operations often involve providing blends of ready-mixed concrete that are required to meet building code or other regulatory requirements and contractual specifications for durability, stress-level capacity, weight-bearing capacity and other characteristics. If the Company fails or is unable to provide product in accordance with these requirements and specifications, claims may arise against the Company or the Company's reputation could be damaged. Although the Founding Companies have not experienced any material claims of this nature in recent periods, the Company may experience such claims in the future. In addition, the Company's employees perform a significant portion of their work moving and storing large quantities of heavy raw materials, driving large mixer trucks in heavy traffic conditions or placing concrete at construction sites or in other areas that may be hazardous. These operating hazards can cause personal injury and loss of life, damage to or destruction of property and equipment and environmental damage. The Company maintains insurance coverage in amounts and against the risks we believe accord with industry practice, but this insurance may not be adequate to cover all losses or liabilities the Company may incur in its operations, and the Company may not be able to maintain insurance of the types or at levels we deem necessary or adequate or at rates we consider reasonable. 41

MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information concerning our directors and executive officers, and those persons who will become directors following the closing of this offering (ages are as of March 31, 1999): NAME AGE POSITION DIRECTOR CLASS - - -------------------------------------- --- -------------------------------------- -------------- Eugene P. Martineau................... 58 Director, Chief Executive Officer and I President Michael W. Harlan..................... 38 Director, Senior Vice President, Chief I Financial Officer and Secretary Charles W. Sommer..................... 34 Corporate Controller John R. Colson........................ 51 Director(3) II Peter T. Dameris...................... 39 Director(3) I Vincent D. Foster..................... 42 Director, Chairman of the Board(1)(2) II William T. Albanese................... 55 Director(3) III Michael D. Mitschele.................. 42 Director(3) II Murray S. Simpson..................... 61 Director(3) III Neil J. Vannucci...................... 62 Director(3) III Robert S. Walker...................... 55 Director(3) III - - ------------ (1) Member of Audit Committee. (2) Member of Compensation Committee. (3) Appointment as a director will become effective when this offering closes. EUGENE P. MARTINEAU has served as Chief Executive Officer and President of USC since September 1998 and a director of USC since March 1999. Mr. Martineau has over 30 years of experience in the ready-mixed concrete industry. From 1992 until joining us, he was Executive Vice-President for the Concrete Products Group of Southdown, Inc., a publicly traded, integrated cement and ready-mixed concrete company. From April 1990 through March 1992, Mr. Martineau was Vice-President and General Manager of Southdown's Florida Mining and Materials. Prior thereto, Mr. Martineau held various executive management positions with Allied Ready Mix, Inc., Ready Mix Concrete Company, the Lehigh Portland Cement Company and Allied Products Company. Since 1996, Mr. Martineau has served as a director and member of the Executive Committee of NRMCA. He also served as chairman of NRMCA's Promotion Committee from 1997 through March 1999. From 1994 through 1997, Mr. Martineau served as the National Director of RMC 2000. MICHAEL W. HARLAN has served as Senior Vice President, Chief Financial Officer and Secretary of USC since September 1998 and a director of USC since March 1999. Mr. Harlan served as Senior Vice President and Chief Financial Officer of Apple Orthodontix, Inc., a publicly traded orthodontic practice management company from March 1997 to August 1998. From December 1996 to February 1997, Mr. Harlan served as a consultant to Apple Orthodontix on financial and accounting matters. From April 1991 through December 1996, Mr. Harlan held various positions in the finance and acquisitions departments, including as Treasurer from September 1993 to December 1996, of Sanifill, Inc., a publicly traded international environmental services company USA Waste Services, Inc. acquired in 1996. From May 1982 through April 1991, he held various positions in the tax and corporate financial consulting services division of Arthur Andersen LLP, where he had been a manager since July 1986. Mr. Harlan is a certified public accountant. CHARLES W. SOMMER has served as Corporate Controller of USC since March 1999. From February 1997 through March 1999, Mr. Sommer was Corporate Controller of Apple Orthodontix, Inc., a publicly traded orthodontic practice management company. From February 1996 through January 1997, Mr. Sommer was the Corporate Controller of Metamor Worldwide, Inc., a publicly traded provider of temporary services. From November 1993 through February 1996, Mr. Sommer was Assistant Corporate Controller of Sanifill, Inc., and from July 1986 through November 1993 he held various positions in the audit division of 42

Arthur Andersen LLP, where he had been a manager since July 1990. Mr. Sommer is a certified public accountant. JOHN R. COLSON has served as Chief Executive Officer of Quanta Services, Inc. since December 1997. From 1991 to February 1998, he served as President of PAR Electrical Contractors, Inc., a company that Quanta Services, Inc. acquired in February 1998. Mr. Colson is also a director of Quanta Services, Inc. PETER T. DAMERIS has served as Executive Vice President of Corporate Development and Secretary of Metamor Worldwide, Inc. since 1998, where he also served as Senior Vice President, General Counsel and Secretary from September 1996 to 1998 and as Vice President, General Counsel and Secretary from January 1995 to September 1996. Before joining Metamor Worldwide, Inc. in January 1995, Mr. Dameris was a partner with the law firm of Cochran, Rooke and Craft, LLP, with whom he had been associated since June 1989. VINCENT D. FOSTER has been a director of USC since August 1998. Mr. Foster is a Managing Director of Main Street, a merchant banking firm. Since February 1998, Mr. Foster has served as a nonexecutive Chairman of the Board of Directors of Quanta Services, Inc., a consolidator in the electrical contracting industry which Main Street organized. From September 1988 through October 1997, Mr. Foster was a partner of Andersen Worldwide and Arthur Andersen LLP, where he was the director of the corporate finance practice and the mergers and acquisitions practice in the southwestern United States. Mr. Foster specialized in structuring and executing "roll-up" transactions and in providing merger and acquisition and corporate finance advisory services to clients in consolidating industries. Mr. Foster holds a J.D. degree and is a certified public accountant. WILLIAM T. ALBANESE has been President of Central since 1987. Previously he served in various other capacities for Central since 1966. MICHAEL D. MITSCHELE has been President of Baer since 1986 and has been an employee of Baer in various other positions since 1972. Mr. Mitschele is a founding board member of the New Jersey Concrete and Aggregate Association and currently serves as its Vice Chairman. He has been a member of NRMCA for over 20 years and has held several leadership positions with NRMCA, including service as a member of its board of directors for two terms, Chairman of its membership committee and visionary leadership taskforce and service on its financial management committee. MURRAY S. SIMPSON is a founding member of American Ready-Mix, which was formed in 1998. He is also a stockholder of Opportunity. From 1975 until 1991, Mr. Simpson served as President and Chief Executive Officer of Super Concrete Corporation. Following that company's merger with British construction materials producer Evered, plc (now known as Aggregate Industries, plc), Mr. Simpson served in various roles, including Executive Vice President, Corporate Development, for its United States operations and Director and Counsel for its mid-Atlantic area subsidiary, Bardon, Inc. Mr. Simpson has served on the board of directors of the NRMCA for 19 years and as chairman of the board from 1997 to 1998. He has also served as a director of the National Aggregates Association. NEIL J. VANNUCCI has been President of Bay Cities since 1995. Previously he served as Vice President of Bay Cities since October 1982. Before joining Bay Cities, Mr. Vannucci was a self employed, registered architect. Mr. Vannucci also serves as a Director of First National Bank of Northern California (FNBD), a publicly traded financial institution. ROBERT S. WALKER has been President and Chief Operating Officer of Walker's since 1965. When this offering closes, our Board of Directors (the "Board") will have three director classes, each of which, following a transitional period, will have a three-year term, with one class being elected each year at that year's annual stockholders' meeting. The initial terms of the Class I directors, the Class II directors and the Class III directors will expire at the 2000 meeting, the 2001 meeting and the 2002 meeting, respectively. 43

DIRECTOR COMPENSATION We will initially pay each director who is not one of our employees (a "Nonemployee Director") fees of $1,000 for each Board meeting and $500 for each Board committee meeting the director attends (except for meetings that committees hold on the same day as Board meetings) and will periodically grant Nonemployee Directors options to purchase shares of Common Stock pursuant to the Incentive Plan. See "-- 1999 Incentive Plan -- Nonemployee Director Awards." We will not pay any additional compensation to our employees for serving as directors, but we will reimburse all directors for out-of-pocket expenses they incur in connection with attending Board or Board committee meetings or otherwise in their capacity as directors. EXECUTIVE COMPENSATION We did not pay any compensation to our executive officers prior to January 1999. We anticipate that during 1999 our most highly compensated executive officers and their annualized base salaries will be: Eugene P. Martineau -- $150,000; Michael W. Harlan -- $150,000; and Charles Sommer -- $110,000. Effective when this offering closes, we will award Messrs. Martineau, Harlan and Sommer Incentive Plan options to purchase 225,000 shares, 175,000 shares and 65,000 shares, respectively, at the initial per share price to the public set forth on the front cover page of this prospectus. See "-- 1999 Incentive Plan." EMPLOYMENT AGREEMENTS We intend to enter into employment agreements with Messrs. Martineau, Harlan and Sommer, which will become effective on the closing of the Acquisitions and this offering. Each of these agreements will (1) provide for an annual minimum base salary, (2) entitle the employee to participate in all the Company's compensation plans (as defined) in which our executive officers participate and (3) have an initial term of three years (the "Initial Term"). Each agreement is subject to an automatic daily extension beginning in the third year of the Initial Term so that, beginning with that third year, the agreement provides for a continuous one-year term, subject to the right of either party to terminate the employee's employment at any time. If we terminate that employment without cause (as defined) or the employee terminates that employment for good reason (as defined), we must pay to the employee monthly for the balance of the Initial Term (or, if longer, for one year following the date the notice of termination is given), the amount equal to one-twelfth of the employee's average annual cash compensation (as defined) during the two years (or such shorter period of employment) preceding the date the notice of termination is given (subject to certain adjustments). Each of these agreements also will provide for certain benefits if the Employee dies or becomes disabled. If the employment of the employee terminates for any reason other than for cause (if terminated by the Company) or for good reason (if terminated by the employee), that termination will not affect the term or exercisability of any Incentive Plan stock options that employee holds. Copies of these agreements are exhibits to the Registration Statement of which this prospectus is a part (the "Registration Statement"). We intend to enter into similar employment agreements with senior managers of the Founding Companies. 1999 INCENTIVE PLAN The following summarizes the principal provisions of the Incentive Plan, a copy of which is an exhibit to the Registration Statement. GENERAL. The Incentive Plan, which our Board and current stockholders have approved, aims to (1) attract and retain the services of key employees and qualified independent directors and contractors and (2) encourage and stimulate in those persons the sense of proprietorship and self-interest in the development and financial success of the Company by making performance-based awards ("Awards") tied to the growth and performance of the Company. We have reserved 2,000,000 shares of Common Stock for use under the Incentive Plan. Beginning with the first calendar quarter after the closing of this offering and continuing each quarter thereafter, the number of shares available for that use will be the greater of 2,000,000 shares or 15% of the number of 44

shares of Common Stock outstanding on the last day of the immediately preceding calendar quarter. Awarded shares that are not issued again will become available for Awards. Persons eligible for Awards are (1) employees holding positions of responsibility with us or any of our subsidiaries and whose performance can have a significant effect on the success of the Company as well as individuals who have agreed to become employees within six months of the date of grant ("Employees"), (2) Nonemployee Directors and (3) nonemployee consultants and other independent contractors providing, or who will provide, services to us or any of our subsidiaries ("Independent Contractors"). Awards to Employees ("Employee Awards") and Awards to Independent Contractors ("Independent Contractor Awards") generally are treated alike under the Incentive Plan, and the following discussion of Employee Awards applies, except as noted, equally to Independent Contractor Awards. For purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which could impose so-called short-swing trading liabilities on our directors and executive officers in connection with their purchases and sales of Common Stock within any six-month period, the Incentive Plan is intended to qualify for the exemptions from that Section which Exchange Act Rule 16b-3 ("Rule 16b-3") provides. The Compensation Committee of the Board (the "Committee") will administer the Incentive Plan, except as it applies to Nonemployee Directors, and, to the extent required for the Rule 16b-3 exemptions, the Committee will at all times consist of at least two Nonemployee Directors. The Committee has the exclusive power to administer the Incentive Plan and take all actions specifically contemplated thereby or necessary or appropriate in connection with the administration thereof. Except insofar as the Incentive Plan relates to Nonemployee Directors, the Committee also has the exclusive power to interpret the Incentive Plan and to adopt such rules, regulations and guidelines for carrying out its purposes as the Committee may deem necessary or proper in keeping with the Incentive Plan's objectives. The Committee may, in its discretion, extend or accelerate the exercisability of, accelerate the vesting of or eliminate or make less restrictive any restrictions contained in any Employee Award, waive any restriction or other provision of the Incentive Plan or in any Employee Award or otherwise amend or modify any Employee Award in any manner that is either (1) not adverse to that Employee holding the Employee Award or (2) consented to by that Employee. The Committee also may delegate to the chief executive officer and other senior officers of USC its duties under the Incentive Plan, except that no such delegation may be made in the case of actions respecting participants subject to Section 16 of the Exchange Act. EMPLOYEE AWARDS. Employee Awards may be in the form of: o rights to purchase a specified number of shares of Common Stock at a specified price ("Options") which may be denominated in either or both of Common Stock or units denominated in Common Stock; o rights to receive a payment, in cash or Common Stock, equal to the fair market value or other specified value of a number of shares of Common Stock on the rights exercise date over a specified strike price ("SARs"); o restricted or unrestricted grants of Common Stock or units denominated in Common Stock ("Stock Awards"); o grants denominated in cash ("Cash Awards"); and o grants denominated in cash, Common Stock, units denominated in Common Stock or any other property which are made subject to the attainment of one or more performance goals ("Performance Awards"). Subject to the limitations described below, the Committee will determine the recipients of Employee Awards and the terms, conditions and limitations applicable to each Employee Award, which conditions may, but need not, include continuous service with the Company, achievement of specific business objectives or goals, increases in specified indices or other comparable measures of performance. The Committee may grant Employee Awards (1) singly, (2) in combination or tandem with other Employee Awards, (3) in replacement of or as alternatives to prior Employee Awards or (4) in combination or tandem with, in replacement of or as alternatives to rights under any other employee plan of the Company or any 45

acquired entity. The exercise price of an Option may be paid with cash or, according to methods determined by the Committee, with Common Stock or any other Employee Award the exerciser has owned for at least six months. Performance Awards may include more than one performance goal, and a performance goal may be based on one or more business criteria applicable to the grantee, the Company as a whole or one or more of the Company's business units and may include any of the following: increased revenue; net income; stock price; market share; earnings per share; return on equity or assets; or decreased costs or other liabilities. The Incentive Plan parameters respecting Employee Awards include the following: o an Option may be either an incentive stock option (an "ISO") that meets, or a nonqualified stock option (an "NSO") that does not meet, the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and, unless the Committee specifies otherwise, must have an exercise price of not less than the fair market value of a share of Common Stock on the date of grant; o the Committee must establish the performance goal or goals for each Performance Award prior to the earlier to occur of (1) 90 days after the commencement of the performance measurement period for that Award and (2) the elapse of 25% of that period, and in any event while it is substantially uncertain whether the goal or goals will be met (this limitation does not apply to Independent Contractor Awards); and o the Committee may not grant any Employee: (1) during any one-year period, (a) Options or SARs covering more than 250,000 shares of Common Stock or (b) Stock Awards covering or relating to more than 10,000 shares of Common Stock (the limitations referred to in this clause (1) being the "Stock-based Awards Limitations"); or (2) Cash Awards (including Performance Awards denominated in cash) having a value determined on the date of grant in excess of $1 million (these limitations do not apply to Independent Contractor Awards). We are currently developing a performance-based annual cash bonus program under the Incentive Plan. Participants in that program would be eligible to earn bonuses equal to specified percentages of their annual base salaries. NONEMPLOYEE DIRECTOR AWARDS. Nonemployee Director Awards will be granted either automatically or at the option of Nonemployee Directors in lieu of director's fees. On the closing of this offering, we will automatically grant each Nonemployee Director who is not an owner of a Founding Company NSOs to purchase 10,000 shares of Common Stock. In addition, on the first business day of the month following the date on which each annual meeting of our stockholders is held (each an "Annual Director Award Date"), we will automatically grant each Nonemployee Director NSOs to purchase 5,000 shares of Common Stock. The Board may increase subsequent annual Director Awards to not more than 15,000 shares. We will automatically grant to any person who first becomes a Nonemployee Director after the date this offering closes otherwise than by election at an annual meeting of stockholders, on the date of his or her election, NSOs to purchase the number of shares of Common Stock equal to the product of (1) 10,000 and (2) a fraction, the numerator of which is the number of days between the election of that Nonemployee Director and the next scheduled Annual Director Award Date (or, if that date then has not been scheduled, the date that is the first anniversary of the then immediately preceding Annual Director Award Date, if any) and the denominator of which is 365. For purposes of any Director Awards we grant prior to the scheduling of the 2000 annual meeting of stockholders, a date in the year 2000 approved by the Board will be deemed the initial Annual Director Award Date. Each NSO granted to Nonemployee Directors will: o have a five-year term; o have an exercise price per share equal to the fair market value of a Common Stock share on the date of grant (the initial public offering price in the case of NSOs granted on the closing of this offering), which must be paid in full at the time of exercise to the extent exercised; and o become exercisable on the date that is 180 days after the date of grant. 46

If a Nonemployee Director resigns from the Board without the consent of a majority of the other directors, his or her NSOs may be exercised only to the extent they were exercisable on the resignation date. A Nonemployee Director may make an annual election to receive, in lieu of all or any portion of the director's fees he or she would otherwise receive in the next year (including both annual retainer fees, if any, and meeting fees), a restricted Stock Award covering a number of shares of Common Stock having a fair market value equal to the quotient obtained by dividing (1) the dollar amount of fees the Nonemployee Director elects to forego in the next year in exchange for restricted Stock Awards by (2) the fair market value of a share of Common Stock on the date of the election. OTHER PROVISIONS. If the Committee approves, payments in respect of Employee Awards may be deferred, either in the form of installments or a future lump-sum payment, by any Employee. At the discretion of the Committee, an Employee may be offered an election to substitute an Award for another Award or Awards of the same or different type. We will have the right to deduct applicable taxes from any Employee Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under the Incentive Plan, an appropriate amount of cash or number of shares of Common Stock, or combination thereof, for the payment of taxes. The Committee may (1) permit withholding to be satisfied by the transfer to USC of shares of Common Stock previously owned by the holder of the Employee Award for which withholding is required and (2) cause us to make a short-term or demand loan to any Employee or Independent Contractor to permit the payment of taxes required by law. The Board may amend, modify, suspend or terminate the Incentive Plan for the purpose of addressing any changes in legal requirements or for any other lawful purpose, except that no change that would impair the rights of any holder of an Award with respect to that Award may be made without the consent of that holder. If any subdivision, split or consolidation of outstanding shares of Common Stock, or any declaration of a stock dividend payable in shares of Common Stock, occurs, the Board will make appropriate adjustments to (1) the number of shares of Common Stock reserved under the Incentive Plan, (2) the number of shares of Common Stock covered by outstanding Awards in the form of Common Stock or units denominated in Common Stock, (3) the exercise or other price in respect of such Awards, (4) the appropriate fair market value and other price determinations for Awards in order to reflect such transactions, (5) the number of shares of Common Stock covered by Options automatically granted to Nonemployee Directors, (6) the number of shares covered by restricted Stock Awards automatically granted to Nonemployee Directors and (7) the Stock-based Awards Limitations. If any recapitalization or capital reorganization of USC, any consolidation or merger of USC with another corporation or entity, any adoption by USC of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends) occurs, the Board will make such adjustments or other provisions as it in its sole discretion may deem equitable, including adjustments to the amounts or other items referred to in clauses (2), (3), (4), (5), (6) and (7) of the immediately preceding paragraph, to give effect to such transaction. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board will be authorized in its sole discretion, to (1) issue or assume Awards by means of substitution of new Awards for previously issued Awards or to assume previously issued Awards as part of such adjustment, (2) make provision, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, Awards and the termination of options that remain unexercised at the time of such transaction or (3) provide for the acceleration of the vesting and exercisability of Options and the cancellation thereof in exchange for such payment as the Board in its sole discretion determines is a reasonable approximation of the value thereof. TAX IMPLICATIONS OF AWARDS. The following summarizes the United States federal income tax consequences to Employees, Nonemployee Directors and USC as a result of the grant and exercise of 47

Awards under the Incentive Plan. It does not address the consequences of the Incentive Plan under any other tax laws. No grant of any Option or SAR will constitute realized taxable income to the grantee. Each exerciser of an SAR or NSO will (1) recognize ordinary income in an amount equal to the excess of (a) the amount of cash and the fair market value of the Common Stock received over (b) the exercise price (if any) paid therefor and (2) generally have a tax basis in any shares of Common Stock received pursuant to the exercise of an SAR or the cash exercise of an NSO which equals the fair market value of those shares on the date of exercise. An Employee will not have taxable income as a result of exercising an ISO, but the excess of the fair market value of the shares of Common Stock received on that exercise ("ISO Stock") over the exercise price may cause the Employee to incur alternative minimum tax ("AMT"). An Employee's payment of AMT attributable to an ISO exercise would be allowed as a credit against his regular tax liability in a later year to the extent his regular tax liability exceeds his AMT for that year. On the disposition of ISO Stock that has been held for the requisite holding period (generally, at least two years from the date of grant and one year from the date of exercise of the ISO), the Employee generally will recognize capital gain (or loss) equal to the difference between the amount he received in the disposition and the amount he paid as the exercise price for the ISO Stock. If an Employee disposes of ISO Stock he has not held for the requisite holding period (a "disqualifying disposition"), he will (1) recognize ordinary income to the extent that the fair market value of the ISO Stock at the time of exercise of the ISO (or, if less, the amount realized in the case of an arm's-length disqualifying disposition to an unrelated party) exceeds the amount he paid as the exercise price for such ISO Stock and (2) recognize capital gain to the extent the amount realized in the disqualifying disposition exceeds the fair market value of the ISO Stock on the exercise date. If the exercise price paid for the ISO Stock exceeds the amount realized in the disqualifying disposition (in the case of an arm's-length disposition to an unrelated party), that excess generally would constitute a capital loss. Under current rulings, if an Option holder uses shares of Common Stock he already owns (other than ISO Stock he has not held for the requisite holding period) to pay all or any part of the exercise price of that Option, (1) he will recognize income respecting the Common Stock he receives as described above, (2) no additional gain will be recognized as a result of the transfer of shares used as payment and (3) shares so received, up to the number of shares so used, will have a tax basis that equals, and a holding period that includes, the tax basis and holding period of the shares of Common Stock surrendered in satisfaction of that exercise price. Any additional shares of Common Stock received on exercise will have a tax basis that equals the amount of cash (if any) paid by the exerciser. When cash is paid or first made available to the recipient of a Cash Award or Performance Award, that cash will constitute ordinary compensation income to the recipient which is taxable at that time. When Common Stock is delivered pursuant to a Stock Award or a Performance Award, or when Common Stock or cash is delivered pursuant to a Stock Award denominated in units of Common Stock, the recipient generally will recognize ordinary compensation income at that time which is equal to the amount received (that amount being, in the case of Common Stock, its fair market value when received), except that: if an Incentive Plan participant receives Common Stock pursuant to a Stock Award or Performance Award and that stock then is both nontransferable and subject to a substantial risk of forfeiture, the participant may elect to recognize ordinary compensation income equal to the then fair market value of the stock received or to defer such recognition until such time, if ever, as the stock received first becomes both transferable and no longer subject to a substantial risk of forfeiture, at which time the participant would recognize ordinary compensation income equal to the fair market value at that time of the stock previously received. If dividends are paid or accrued on Common Stock included in a Stock Award or Performance Award prior to the time the recipient of that Award recognizes ordinary compensation income in respect of that stock, those dividends will be taxable as compensation income rather than as dividend income. The tax basis of Common Stock an Incentive Plan participant receives pursuant to a Stock Award or Performance Award 48

will be the amount the participant recognizes as compensation income in respect of that stock, and the holding period of that stock will begin on the date of that recognition. When an Employee recognizes compensation income from the exercise of an SAR or NSO or in respect of Common Stock, cash or other property received pursuant to a Cash Award, Performance Award or Stock Award, he will be subject to withholding by USC for federal (and generally for state and local) income tax at that time. Subject to the Code limitations described below, we (or one of our subsidiaries) generally will be entitled to a deduction for federal income tax purposes which corresponds as to amount and timing with the compensation income realized by Incentive Plan participants relating to Awards made to them. The Code limits deductions to amounts constituting both reasonable compensation for services rendered or to be rendered and ordinary, necessary business expenses. Code Section 280G, which disallows deductions of amounts constituting excess parachute payments made or deemed made in connection with a change in control of an employer, and Code Section 162(m), which generally limits to $1 million the deductibility of compensation paid to certain employees of USC in any one taxable year, could limit the ability of USC (or a subsidiary) to deduct amounts taxable as compensation income to Incentive Plan participants. In the case of performance-based compensation, exceptions to Code Section 162(m) currently apply if certain requirements are met. USC intends generally to satisfy these requirements in connection with the grant and payment of performance-based Awards (including certain Options and SARS), but no assurance can be given USC will be able to satisfy these requirements in all cases and USC may, in its sole discretion, determine in one or more cases that it is in its best interests not to satisfy these requirements even if it is able to do so. OTHER PLANS We intend to adopt deferred compensation, supplemental disability, supplemental life and retirement or other benefit or welfare plans in which our executive officers will be eligible to participate. 49

CERTAIN TRANSACTIONS ORGANIZATION OF THE COMPANY We issued and sold 200 shares of Common Stock in October 1997 to Main Street for $10.00 per share. Mr. Foster, our Chairman of the Board, is a Managing Director of Main Street. In December 1998, we issued and sold 20 shares of Common Stock to Mr. Martineau and 15 shares of Common Stock to Mr. Harlan (and his family trust), in each case for $10 per share. As a result of a March 1999 10,000-for-1 stock split of all these shares and a subsequent reclassification of Main Street's shares as a share of our Class A Common Stock, Main Street now owns one share of Class A Common Stock and Messrs. Martineau and Harlan (and his family trust) own 200,000 and 150,000 shares, respectively, of the Common Stock. The share of Class A Common Stock automatically will convert into 1,602,255 shares of Common Stock before this offering closes. In March 1999, following the stock split, we issued 801,000 shares of Common Stock to American Ready-Mix, L.L.C. ("American Ready-Mix"), a company formed by Auburn Capital, L.L.C. and National Acquisition Services, L.L.C., for nominal consideration. Eugene P. Martineau, our chief executive officer and a director of USC, and Murray S. Simpson, who will become a director of USC when this offering closes, each own an equity interest in American Ready-Mix. We issued 50,000 shares to Charles Sommer in March 1999 for nominal consideration. As a result of these issuances, Messrs. Martineau, Harlan and Sommer, Main Street and American Ready-Mix collectively will own 17.9% of the total shares outstanding immediately after our initial aquisitions and this offering close. Since August 1998, Main Street has advanced funds to enable us to pay our expenses in connection with our efforts to effect our initial acquisitions and this offering. At March 16, 1999, these advances totaled $830,000. The note evidencing these advances bears interest at the rate of 6% per annum. Our estimated expenses of this offering ($3.0 million) include these advances, and we will repay them, plus accrued interest, from our gross proceeds from this offering. Concurrently with the closing of this offering, we will close our initial acquisitions. The aggregate consideration we will pay for these acquisitions at that time consists of (1) approximately $23.3 million in cash and (2) 8,985,288 shares of Common Stock. We also will assume all the indebtedness of the Founding Companies (which totaled approximately $19.2 million as of December 31, 1998 on a pro forma basis), all of which we will either repay with a portion (approximately $3.7 million) of our net proceeds from this offering or refinance with our initial borrowings under our credit facility. The following table sets forth the consideration we will pay to purchase each of the Founding Companies, excluding additional amounts that may become due as a result of post-closing adjustments: SHARES OF CASH(1) COMMON STOCK ----------- ------------ (DOLLARS IN THOUSANDS) Central.............................. $ 3,888 3,120,130 Walker's............................. 6,331 2,234,339 Bay Cities........................... 8,602 1,871,310 Opportunity.......................... 1,430 1,034,291 Baer................................. 1,200 423,529 Santa Rosa........................... 1,861 301,689 ----------- ------------ $23,312 8,985,288 - - ------------ (1) Excludes possible increases and decreases as a result of working capital adjustments. In the case of each of Central, Walker's, Bay Cities and Opportunity, we have agreed that if that Founding Company has working capital when this offering closes which (1) exceeds a specified minimum and (2) includes cash and cash equivalents that also exceed a specified minimum, we will pay that Founding Company's owners additional cash consideration in an amount equal to the lesser of that excess in cash or cash equivalents or the following amount: Central -- $3.7 million; Walker's -- $2.5 milion; Bay Cities -- $2.6 million; and Opportunity -- $1.0 million. Also excludes, in the case of Baer, approximately $600,000 its former owner will use immediately after this offering closes to purchase for cash at no more than their respective fair market values life insurance policies, notes owed by his family members and other assets. 50

Central, Opportunity and Santa Rosa are S corporations. Before this offering closes, they will make distributions in cash or other assets or short-term notes to their owners in amounts equal to the balances of their retained earnings on which those owners have paid or will pay income taxes, including 1999 earnings. At December 31, 1998, those balances were as follows: Central -- $8.7 million; Opportunity -- $2.5 million; and Santa Rosa -- $0.7 million. Also, before this offering closes, Central will distribute assets having a total book value of approximately $1.1 million to it owners. Also, before this offering closes, Central will distribute assets having a total book value of approximately $1.1 million to its owners. We negotiated the purchase price we will pay for each Founding Company through arm's-length negotiations between us and one or more owners or representatives of that Founding Company. We used the same general valuation methodology to determine the purchase price we were willing to pay for each Founding Company. The closing of each Acquisition is subject to customary conditions, including, among others: (1) the continuing accuracy of the representations and warranties made by the applicable Founding Company, its stockholders and us; (2) the performance of each of their respective covenants in their acquisition agreement includes; and (3) the absence of any legal action or proceeding reasonably likely to result in a material adverse change in the business, results of operations or financial condition of the Founding Company prior to the closing date. When this offering closes, some of the Founding Companies will have indebtedness outstanding which their owners have personally guaranteed or which they owe to their owners. We intend to use a portion of our net proceeds from this offering and borrowings under the Credit Facility to repay substantially all that indebtedness. In the acquisition agreements, all principal owners of each of the Founding Companies have agreed not to compete with us for a period of five years commencing on the date this offering closes. In connection with the acquisitions, we will grant registration rights to former stockholders of the Founding Companies. See "Shares Eligible for Future Sale." ACQUISITIONS INVOLVING CERTAIN DIRECTORS, OFFICERS AND STOCKHOLDERS Persons who will become our directors, executive officers or beneficial owners of 5% or more of our Common Stock will receive the following consideration in the acquisitions for their equity interests in the Founding Companies, excluding additional amounts that may become due as a result of post-closing adjustments: SHARES OF NAME CASH COMMON STOCK - - ------------------------------------- --------- ------------ William T. Albanese(1)............... $ 1,637 1,313,575 Thomas J. Albanese(2)................ 1,637 1,313,575 Michael D. Mitschele(3).............. 1,200 423,529 Gloria Satterfield................... 4,126 897,667 Murray S. Simpson(4)................. 327 233,760 Neil J. Vannucci..................... 4,126 897,667 Robert S. Walker(5).................. 6,331 2,234,339 --------- ------------ Total........................... $ 19,384 7,314,112 ========= ============ - - ------------ (1) Includes amounts deemed beneficially received by Mr. Albanese as co-trustee of the William T. Albanese 1981 Trust. (2) Includes amounts deemed beneficially received by Mr. Albanese as co-trustee of the Thomas J. Albanese Trust, as amended. (3) Excludes approximately $600,000 in cash Mr. Mitschele will use immediately after this offering closes to purchase life insurance policies and other assets from Baer. See "--Real Estate and Other Transactions." (4) Includes (i) 116,880 shares deemed beneficially received by Mr. Simpson's wife as trustee of the MSS 1998 GRAT, (ii) 116,880 shares deemed beneficially received by Mr. Simpson as trustee of the (FOOTNOTES CONTINUED ON FOLLOWING PAGE) 51

CSS 1998 GRAT and (iii) 68,085 shares deemed beneficially received through Mr. Simpson's and his family's ownership in American Ready-Mix. (5) Includes amounts deemed beneficially received by Mr. Walker as co-trustee of the Walker Family Trust and as general partner of Karob Investment Co., L.P. REAL ESTATE AND OTHER TRANSACTIONS When this offering closes, we will enter into new facilities lease arrangements (and in some cases, extend existing lease arrangements) with stockholders (or affiliates thereof) of Central and Baer. Those leases generally will provide for initial lease terms of 15 to 20 years, with one or more extension options we may exercise. The following summarizes the initial annual rentals to be paid to the stockholders (or affiliates thereof) of the indicated Founding Companies during the initial lease terms: NUMBER OF AGGREGATE FOUNDING COMPANY FACILITIES ANNUAL RENTALS - - ------------------------------------- --------- -------------- Central......................... 2 $272,400 Baer............................ 2 228,000 We believe the consideration to be paid under each of the leases described above is at fair market rates. William T. Albanese, an owner of Central, and Michael D. Mitschele, the owner of Baer, will become members of our Board of Directors when this offering closes. In January 1999, Central distributed to its stockholders one of the facilities we will lease from them. The facility has a carrying value of approximately $1.1 million at the time of distribution. Central purchases aggregates and related services from time to time from a company in which two trusts of which William T. Albanese and Thomas J. Albanese are co-trustees. Central's purchases from this company totaled $81,000 in 1996, $104,000 in 1997 and $274,000 in 1998. We expect to continue these purchases on customary terms. Walker's, one of the Founding Companies, historically has used a company Robert S. Walker owns for raw materials trucking services. Walker's paid this company $293,000 in 1996, $657,000 in 1997 and $772,000 in 1998 for these hauling services. We believe the financial and other terms pursuant to which this company performs these services are fair and substantially equivalent to terms we could obtain from an unaffiliated third party. We expect to continue this arrangement following the closing of this offering. Mr. Walker will become one of our directors when this offering closes. Bay Cities sells materials from time to time to a contracting company in which Gloria Satterfield, an owner of Bay Cities, has a 50% ownership interest. Its sales to this company totaled $157,000 in 1996, $62,000 in 1997 and $87,000 in 1998. At December 31, 1998, Bay Cities had an outstanding account receivable from this company in the amount of $309,000 which we expect Bay Cities will collect before this offering closes. Bay Cities may continue to make sales to this company on customary terms. Immediately following the closing of this offering, Michael D. Mitschele, the current owner of Baer, will use approximately $600,000 of his cash proceeds from our acquisition of Baer to purchase from Baer life insurance policies, notes owed by his family members and other assets at no more than their respective fair market values (which we estimate will total approximately $600,000). Mr. Mitschele will become one of our directors when this offering closes. COMPANY POLICY Except as we describe above, in the future, we expect any transactions with our directors, officers, employees or affiliates will be minimal and will, in any case, be approved by a majority of our Board, including a majority of its disinterested members. 52

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the beneficial ownership of our Common Stock immediately after this offering closes of: (1) each person who then will beneficially own more than five percent of the shares of our Common Stock then outstanding; (2) each of our executive officers; (3) each person who then will be one of our directors; and (4) all of our directors and executive officers as a group. SHARES TO BE BENEFICIALLY OWNED ---------------------- BENEFICIAL OWNER NUMBER PERCENT - - ------------------------------------- ----------- ------- Robert S. Walker(1).................. 2,234,339 14.3% Main Street Merchant Partners II, L.P................................ 1,602,255 10.2% Vincent D. Foster(2)................. 1,602,255 10.2% Thomas T. Albanese(3)................ 1,313,575 8.4% William T. Albanese(4)............... 1,313,575 8.4% Gloria Satterfield................... 897,667 5.7% Neil J. Vannucci..................... 897,667 5.7% American Ready-Mix L.L.C. ........... 801,000 5.1% Michael D. Mitschele................. 423,529 2.7% Murray S. Simpson(5)................. 301,845 1.9% Eugene P. Martineau(6)............... 300,000 1.9% Michael W. Harlan(7)................. 150,000 * Charles W. Sommer.................... 50,000 * John R. Colson(8).................... 25,000 * Peter T. Dameris(8).................. 25,000 * Directors and executive officers as a group (11 persons)................. 7,323,210 46.8% - - ------------ * Less than one percent. (1) Includes amounts deemed beneficially received by Mr. Walker as co-trustee of the Walker Family Trust and as general partner of Karob Investment Co., L.P. (2) Includes 1,602,255 shares issued to Main Street Merchant Partners, II, L.P. of which Mr. Foster is a managing director. (3) Includes amounts deemed beneficially received by Mr. Albanese as co-trustee of the Thomas J. Albanese Trust. (4) Includes amounts deemed beneficially received by Mr. Albanese as co-trustee of the William T. Albanese 1981 Trust. (5) Includes (i) 116,880 shares deemed beneficially owned by Mr. Simpson's wife as trustee of the MSS 1998 GRAT, (ii) 116,880 shares deemed beneficially owned by Mr. Simpson as trustee of the CSS 1998 GRAT and (iii) 68,085 shares deemed beneficially owned by Mr. Simpson through his family's ownership in American Ready-Mix, L.L.C. Mr. Simpson disclaims beneficial ownership of all 301,845 shares. (6) Includes 100,000 shares owned by American Ready-Mix L.L.C., of which Mr. Martineau owns a 12.5% interest. (7) Includes 50,000 shares owned by Michael Harlan, as trustee of the Michael and Bonnie Harlan 1996 Trust. (8) Shares shown do not include shares that Messrs. Colson and Dameris intend to acquire directly from the underwriters in connection with this offering. Except as otherwise indicated, the address of each person listed in the above table is U.S. Concrete, Inc., 1360 Post Oak Blvd., Suite 800 Houston, Texas 77056. All persons listed have sole voting and investment power with respect to their shares unless otherwise indicated. 53

SHARES ELIGIBLE FOR FUTURE SALE The market price of our Common Stock could drop because of sales of a large number of shares in the open market after this offering or the perception that those sales could occur. These factors also could make it more difficult for us to raise funds through future offerings of Common Stock. When this offering closes, 15,638,543 shares of Common Stock will be outstanding. The public may freely trade the shares we sell in this offering. We have not registered our remaining outstanding shares under the Securities Act, and their holders may resell them only following their effective registration under the Securities Act or pursuant to an available exemption from the Securities Act's registration requirements. Holders of our currently outstanding shares and those to whom we issue shares in connection with our initial acquisitions generally will be able to sell these shares in the open market beginning in , 2000 if they comply with Securities Act Rule 144. From that time and until , 2001, Rule 144 generally will permit holders of these shares to sell any number of shares that does not exceed the greater of the following within any three-month period: o 1% of the then outstanding shares (156,385 shares immediately on closing of this offering); and o the average weekly trading volume during a preceding period of four calendar weeks. Beginning in , 2001, these volume limitations will not apply to holders of these shares who are not, at the time of sale or at any time during the preceding three months, our affiliates. It is possible that the Securities and Exchange Commission (the "SEC") will amend Rule 144 to permit holders of our unregistered shares to sell them sooner and in larger amounts than Rule 144 currently permits. For a period of 180 days following the date of this prospectus (the "Lockup Period"), we may issue shares of Common Stock in connection with acquisitions or pursuant to Incentive Plan Awards or the warrant we refer to below, but otherwise we may not issue any shares without the prior written consent of Scott & Stringfellow, Inc. Our executive officers, directors and current stockholders and the owners of the Founding Companies have agreed with us that they will not sell any shares of Common Stock they own when this offering closes for a period of one year following that closing. After that time, they may exercise "piggyback" registration rights we have granted them which would enable them to sell those shares, generally at our expense, as a part of any public offering we register under the Securities Act to sell additional unissued shares of Common Stock. We may limit the number of shares we have to register on behalf of these holders in any offering if the managing underwriter or our financial advisor determines that market conditions so require. We intend to register 3,000,000 shares of Common Stock under the Securities Act shortly after this offering closes for issuance in connection with future acquisitions. Pursuant to Securities Act Rule 145, the volume limitations and certain other requirements of Rule 144 will apply to resales of these shares by affiliates of the businesses we acquire for a period of one year from the date of their acquisition (or such shorter period as the SEC may prescribe). Otherwise holders of these shares who are not our affiliates could resell these shares without restriction in the open market unless we contractually restrict their sale, and sales of these shares during the Lockup Period would require the prior written consent of Scott & Stringfellow, Inc. When this Offering closes, we will have (1) Incentive Plan options outstanding to purchase up to a total of 1,150,000 shares of Common Stock and (2) warrants outstanding to purchase up to 200,000 shares of Common Stock which we will issue to the representatives of the underwriters for this offering for services they will render through the date this offering closes. See "Underwriting." We will file a registration statement on Form S-8 under the Securities Act to register the shares of Common Stock we will issue pursuant to the Incentive Plan. Holders of these shares generally may resell them publicly, subject to the volume and other limitations of Rule 144 in the case of holders who are our affiliates. 54

DESCRIPTION OF CAPITAL STOCK When this offering closes, our restated certificate of incorporation (the "Charter") will authorize us to issue 40,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share ("Preferred Stock"). At that time, we will have (1) issued 15,638,543 shares of Common Stock (all of which then will be outstanding and nonassessable), (2) reserved 2,000,000 shares of Common Stock for issuance pursuant to all then outstanding options (consisting only of Incentive Plan options) and (3) reserved 200,000 shares of Common Stock for issuance pursuant to the warrant we will issue to the representatives of the underwriters for this offering for services they will render through the date this offering closes. We will not issue any shares of Preferred Stock before that time. Our Board does not presently intend to seek the approval of our stockholders before we issue any of our currently authorized stock, unless law or the applicable rules of any stock exchange or market otherwise require. We refer you to the Charter, which is an exhibit to the Registration Statement, which qualifies the following summary in its entirety by this reference. COMMON STOCK Each share of Common Stock (1) has one vote in the election of each director and on other corporate matters (other than any matter that solely relates to the terms of any outstanding series of Preferred Stock or the number of shares of that series and does not affect the number of authorized shares of Preferred Stock or the powers, privileges and rights pertaining to the Common Stock), (2) affords no cumulative voting or preemptive rights and (3) is not convertible, redeemable, assessable or entitled to the benefits of any sinking or repurchase fund. Holders of Common Stock will be entitled to dividends in such amounts and at such times as our Board in its discretion may declare out of funds legally available therefor. See "Dividend Policy." PREFERRED STOCK At the direction of our Board, we may issue shares of Preferred Stock from time to time. Subject to certain Charter provisions and applicable law, our Board may, without any action by holders of the Common Stock, (1) adopt resolutions to issue the shares in one or more classes or series, (2) fix the number of shares and change the number of shares constituting any class or series and (3) provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including dividend rights and rates, redemption terms and prices, repurchase obligations, conversion rights and liquidation preferences, of the shares constituting any class or series. We may issue shares of, or rights to purchase, Preferred Stock the terms of which might (1) discourage an unsolicited proposal to acquire us, (2) facilitate a particular business combination involving us or (3) adversely affect the voting power of holders of the Common Stock. Any such action could discourage a transaction that some or a majority of our stockholders might believe to be in their best interests or in which our stockholders might receive a premium for their stock over its then market price. STOCKHOLDER RIGHTS PLAN Each share of Common Stock offered hereby includes one right ("Right") to purchase from us a unit consisting of one one-hundredth of a share (a "Fractional Share") of our Series A Junior Participating Preferred Stock, par value $.001 per share (the "Junior Participating Preferred Stock"), at a purchase price of $ per Fractional Share, subject to adjustment in certain events (the "Purchase Price"). We refer you to the Rights Agreement between a rights agent (the "Rights Agent") and us (the "Rights Agreement"), the form of which is an exhibit to the Registration Statement, which qualifies the following summary of the Rights in its entirety by this reference. Initially, (1) the Rights will attach to all certificates representing outstanding shares of Common Stock, including the shares we sell in this offering, and (2) we will not distribute separate certificates for the Rights ("Rights Certificates"). The Rights will separate from the Common Stock and a "Distribution Date" will, with certain exceptions, occur on the earlier of (1) 10 days following a public announcement that a person 55

or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the date of the announcement being the "Stock Acquisition Date") or (2) 10 business days following the commencement of a tender offer or exchange offer that would result in a person's becoming an Acquiring Person. Our Board may defer the Distribution Date in some circumstances, and some inadvertent acquisitions will not result in a person's becoming an Acquiring Person if the person promptly divests itself of sufficient Common Stock. Until the Distribution Date, (1) Common Stock certificates will evidence the Rights, (2) the Rights will be transferable only with those certificates, (3) those certificates will contain a notation incorporating the Rights Agreement by reference and (4) the surrender for transfer of any of those certificates also will constitute the transfer of the Rights associated with the stock that certificate represents. The Rights are not exercisable until the Distribution Date and will expire at the close of business on , 2009, unless we earlier redeem or exchange them as we describe below. As soon as practicable after the Distribution Date, the Rights Agent will mail Rights Certificates to holders of record of Common Stock as of the close of business on the Distribution Date and, from and after the Distribution Date, the separate Rights Certificates alone will represent the Rights. We will issue Rights with all shares of Common Stock we issue prior to the Distribution Date. We also will issue Rights with shares of Common Stock we issue after the Distribution Date pursuant to Incentive Plan Awards we grant prior to the Distribution Date, any other employee plan or arrangement we enter into prior to the Distribution Date or to the exercise, conversion or exchange of securities, options, rights or warrants we issue prior to the Distribution Date. Except as our Board may determine otherwise, we will not issue Rights with any other shares of Common Stock we issue after the Distribution Date. In the event (a "Flip-In Event") that a person becomes an Acquiring Person (except pursuant to a tender or exchange offer for all outstanding shares of Common Stock at a price and on terms that a majority of the independent members of the Board determines to be fair to and otherwise in the best interests of USC and its stockholders (a "Permitted Offer")), each holder of a Right will thereafter have the right to receive, on exercise of that Right, a number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of USC) having a Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of any Triggering Event (as defined below), all Rights that are, or (under the circumstances the Rights Agreement specifies) were, beneficially owned by an Acquiring Person (or by certain related parties) will be null and void in the circumstances the Rights Agreement specifies. Rights will not become exercisable following the occurrence of any Flip-In Event until such time as we may no longer redeem them as we describe below. In the event (a "Flip-Over Event") that, at any time from and after the time an Acquiring Person becomes such, (1) we are acquired in a merger or other business combination transaction (other than certain mergers that follow a Permitted Offer) or (2) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights that previously have become void as we describe above) shall thereafter have the right to receive, on exercise of such Right, a number of shares of common stock of the acquiring company having a Current Market Price equal to two times the exercise price of the Right. We refer to Flip-In Events and Flip-Over Events collectively as "Triggering Events." The number of outstanding Rights associated with a share of Common Stock, or the number of Fractional Shares of Junior Participating Preferred Stock issuable on exercise of a Right and the Purchase Price, are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock occurring prior to the Distribution Date. The Purchase Price payable, and the number of Fractional Shares of Junior Participating Preferred Stock or other securities or property issuable, on exercise of the Rights are subject to adjustment from time to time to prevent dilution in the event of some transactions affecting the Junior Participating Preferred Stock. With some exceptions, the Rights Agreement will not require us to adjust the Purchase Price until cumulative adjustments amount to at least 1% of the Purchase Price. It also will not require us to issue fractional shares of Junior Participating Preferred Stock that are not integral multiples of a Fractional Share and, in lieu thereof, we will make a cash adjustment based on the market price of the Junior Participating 56

Preferred Stock on the last trading date prior to the date of exercise. Pursuant to the Rights Agreement, we reserve the right to require prior to the occurrence of a Triggering Event that, on any exercise of Rights, a number of Rights must be exercised so that we will issue only whole shares of Junior Participating Preferred Stock. At any time until 10 days following the first date of public announcement of the occurrence of a Flip-In Event, we may redeem the Rights in whole, but not in part, at a price of $.01 per Right, payable, at our option, in cash, shares of the Common Stock or such other consideration as our Board may determine. Immediately on the effectiveness of the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights as such will be to receive the $.01 redemption price. At any time after the occurrence of a Flip-In Event and prior to a person's becoming the beneficial owner of 50% or more of the shares of Common Stock then outstanding or the occurrence of a Flip-Over Event, we may, at our option, exchange the Rights (other than Rights owned by an Acquiring Person or an affiliate or an associate of an Acquiring Person, which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other equity securities we deem to have the same value as one share of Common Stock, per Right, subject to adjustment. During the time we may redeem the Rights, we may, at the direction of our Board, amend any of the provisions of the Rights Agreement other than the redemption price. Thereafter, we may amend the provisions of the Rights Agreement (other than the redemption price) only (1) to cure any ambiguity, defect or inconsistency, (2) to make changes that do not materially adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person) or (3) to shorten or lengthen any time period under the Rights Agreement; provided, however, that we cannot lengthen the time period governing redemption at such time as the Rights are not redeemable. Until a Right is exercised, the holder thereof, as such, will have no rights to vote or receive dividends or any other rights as a stockholder of USC. The Rights will have certain antitakeover effects. They will cause substantial dilution to any person or group that attempts to acquire the Company without the approval of our Board. As a result, the overall effect of the Rights may be to render more difficult or discourage any attempt to acquire us, even if that acquisition may be favorable to the interests of our stockholders. Because our Board can redeem the Rights or approve a Permitted Offer, the Rights should not interfere with a merger or other business combination the Board approves. We are issuing the Rights to protect our stockholders from coercive or abusive takeover tactics and to afford our Board more negotiating leverage in dealing with prospective acquirers. STATUTORY BUSINESS COMBINATION PROVISION As a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law (the "DGCL"). Section 203 prevents an "interested stockholder" (defined generally as a person owning 15% or more of a Delaware corporation's outstanding voting stock or any affiliate or associate of such person) from engaging in a broad range of "business combinations" with the corporation for three years following the date that person became an interested stockholder unless: o before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination; o on consummation of the transaction that resulted in that person's becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding stock held by directors who are also officers of the corporation and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or 57

o following the transaction in which that person became an interested stockholder, both the board of directors of the corporation and the holders of 66 2/3% of the outstanding voting stock of the corporation not owned by that person approve the business combination. Under Section 203, the restrictions described above also do not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of one of certain extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation's directors, if a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed those directors by a majority of those directors approve or do not oppose that extraordinary transaction. OTHER MATTERS Delaware law authorizes Delaware corporations to limit or eliminate the personal liability of their directors to them and their stockholders for monetary damages for breach of a director's fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations Delaware law authorizes, directors of Delaware corporations are accountable to those corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables Delaware corporations to limit available relief to equitable remedies such as injunction or rescission. The Charter limits the liability of our directors to us or our stockholders to the fullest extent Delaware law permits, and no member of our Board will be personally liable for monetary damages for breach of the member's fiduciary duty as a director, except for liability: o for any breach of the member's duty of loyalty to us or our stockholders; o for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; o for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or o for any transaction from which the member derived an improper personal benefit. This Charter provision could have the effect of reducing the likelihood of derivative litigation against our directors and may discourage or deter our stockholders or management from bringing a lawsuit against our directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited our stockholders and us. Our Bylaws provide indemnification to our officers and directors and certain other persons with respect to their conduct in various capacities, and we have entered into agreements with each of our directors and executive officers which indemnify them to the fullest extent Delaware law and our Charter permit. Our Charter provides that our stockholders may act only at an annual or special meeting of stockholders and may not act by written consent. Our Bylaws provide that only the Chairman of the Board or a majority of the Board may call a special meeting of our Board or of our stockholders. Our Charter provides that our Board will consist of three classes of directors serving for staggered terms. We contemplate that stockholders will elect approximately one-third of the Board each year. Board classification could prevent a party who acquires control of a majority of our outstanding voting stock from obtaining control of our Board until the second annual stockholders' meeting following the date that party obtains that control. Our Charter provides that the number of directors will be as the Board determines from time to time, but will not be less than three. It also provides that directors may be removed only for cause (as it defines that term), and then only by the affirmative vote of the holders of at least a majority of all outstanding voting stock entitled to vote. This provision, in conjunction with the Charter provisions authorizing the 58

Board to fill vacant directorships, will prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees. STOCKHOLDER PROPOSALS Our Bylaws contain advance-notice and other procedural requirements that apply to stockholder nominations of persons for election to the Board at any annual or special meeting of stockholders and to stockholder proposals that stockholders take any other action at any annual meeting. In the case of any annual meeting, a stockholder proposing to nominate a person for election to the Board or proposing that any other action be taken must give our corporate secretary written notice of the proposal not less than 90 days and not more than 120 days before the anniversary date of the immediately preceding annual meeting (subject to certain exceptions our Bylaws provide (1) respecting the 2000 annual meeting and (2) if the pending annual meeting date differs by more than specified periods from that anniversary date). If the Chairman of the Board or a majority of the Board call a special meeting of stockholders for the election of directors, a stockholder proposing to nominate a person for that election must give our corporate secretary written notice of the proposal not earlier than 120 days prior to that special meeting and not later than the last to occur of (1) 90 days prior to that special meeting or (2) the 10th day following the day we publicly disclose the date of the special meeting. Our Bylaws prescribe the specific information any advance written stockholder notice must contain. We refer to our Bylaws, which are an exhibit to the Registration Statement, which qualify the foregoing summary by this reference. TRANSFER AGENT AND REGISTRAR will serve as the Transfer Agent and Registrar for the Common Stock. 59

UNDERWRITING Scott & Stringfellow, Inc. and Sanders Morris Mundy Inc. are acting as representatives of the underwriters named below. Subject to the terms and conditions in the underwriting agreement by and between the underwriters and us, we agreed to sell to the underwriters and the underwriters have severally agreed to purchase from us the number of shares of Common Stock indicated below opposite their respective names, at the public offering price less the underwriting discount set forth on the cover page of this prospectus: NUMBER UNDERWRITER OF SHARES - - ---------------------------------------- --------- Scott & Stringfellow, Inc............... Sanders Morris Mundy Inc................ --------- Total.............................. 3,800,000 ========= The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions precedent, and that the underwriters are committed to purchase all the shares of Common Stock offered hereby if they purchase any. If an underwriter fails to keep its purchase commitment, the underwriting agreement provides that, in certain circumstances, the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated. The shares of common stock are being offered by the underwriters, subject to prior sales, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the underwriters and certain other conditions. The underwriters reserve the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. The representatives have advised us that the underwriters propose initially to offer the Common Stock to the public at the public offering price set forth on the cover page of this prospectus, and to certain dealers at that price less a concession of not more than $ per share. The underwriters may allow, and such dealers may reallow, a discount of not more than $ per share to certain other dealers. After the initial public offering, the representatives may change the public offering price and the other selling terms. The Common Stock is offered subject to receipt and acceptance by the underwriters, and to certain other conditions, including the right to reject orders in whole or in part. We have granted an option to the underwriters, exercisable during the 30-day period after the date of this prospectus, to purchase up to a maximum of 570,000 additional shares of Common Stock to cover over-allotments, if any, at the same price per share as the initial shares to be purchased by the underwriters. To the extent the underwriters exercise that option, each of the underwriters will be committed, subject to certain conditions, to purchase such additional shares in approximately the same proportion as the number of shares to be purchased initially by that underwriter bears to the total number of shares to be purchased initially by all the underwriters. We have agreed to grant the representatives of the underwriters warrants to purchase an aggregate of 200,000 shares of our common stock at the initial public offering price. The managing underwriters may exercise the warrants at any time after the first anniversary of this offering. The warrants will expire on the third anniversary of this offering. 60

The following table shows the per share and total public offering price, the underwriting discount we will pay to the underwriters and the proceeds we will receive. This information is presented assuming either no exercise or full exercise by the underwriters of their over-allotment option. WITH PER SHARE WITHOUT OPTION OPTION --------- -------------- ------ Public Offering Price........... $ $ $ Underwriting Discount........... $ $ $ Proceeds to USC................. $ $ $ We estimate our expenses of this offering (exclusive of the underwriting discount) will be $ . Our executive officers and directors beneficially holding shares of common stock prior to the offering have agreed that during the 180-day period following the date of the prospectus, (the "Lock-Up Period") they will not (1) directly or indirectly, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of common stock or any securities convertible into or exchangeable or exercisable for common stock or file any registration statement under the Securities Act with respect to any of the foregoing or (2) enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the common stock or any securities convertible into or exercisable or exchangeable for common stock whether any such swap or transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, without the prior written consent of Scott & Stringfellow, Inc., on behalf of the Underwriters. We have agreed that, for a period of 180 days from the date of this prospectus we will not, without the prior written consent of Scott & Stringfellow, Inc., offer, sell, contract to sell or otherwise dispose of any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock, except that we may issue shares of Common Stock (1) in connection with acquisitions and (2) pursuant to awards under the Incentive Plan. The representatives have informed us that the underwriters do not expect to make sales of Common Stock offered by this prospectus to accounts over which they exercise discretionary authority in excess of 5% of the number of shares of Common Stock offered hereby. The underwriting agreement provides that we will indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act, or will contribute to payments the underwriters may be required to make in respect thereof. Prior to this offering, there has been no public trading market for the Common Stock. Consequently, the initial public offering price of the Common Stock will be determined by negotiations between the representatives and us. Among the factors they and we will consider in those negotiations are the operating histories of the Founding Companies viewed on a combined basis, the future prospects for the Company and the ready-mixed concrete industry, the present state of the Company's development, an assessment of the Company's management, the general condition of the economy and the securities markets at the time of this offering and the market prices of and demand for publicly traded common stock of comparable companies in recent periods. We have applied to have the Common Stock quoted on the Nasdaq National Market under the symbol "RMIX." Until the distribution of the Common Stock is completed, rules of the SEC may limit the ability of the underwriters and certain selling group members to bid for and purchase the Common Stock. As an exception to these rules, the representatives are permitted to engage in certain transactions that stabilize the price of the Common Stock. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Common Stock. If the underwriters create a short position in the Common Stock in connection with this offering, that is, if they sell more shares of Common Stock than are set forth on the cover page of this prospectus, the representatives may reduce that short position by 61

purchasing Common Stock in the open market. The representatives may also elect to reduce any short position by exercising all or part of the over-allotment option described above. The representatives may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase shares of Common Stock in the open market to reduce the underwriters' short position or to stabilize the price of the Common Stock, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of this offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security. Neither we nor any of the underwriters makes any representation or predictions as to the direction or magnitude of any effect that the transactions described above may have on the price of the Common Stock. In addition, neither we nor any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. Two shareholders and directors of Sanders Morris Mundy Inc. are limited partners in Main Street. The shares of Common Stock these two individuals beneficially own represent less than 1% of the Common Stock to be outstanding immediately after this offering closes. These two individuals purchased their limited partnership interests in Main Street in 1997. LEGAL MATTERS Certain legal matters in connection with the sale of the Common Stock offered hereby are being passed on for USC by Baker & Botts, L.L.P., Houston, Texas, and for the underwriters by Andrews & Kurth L.L.P., Houston, Texas. EXPERTS The audited financial statements of USC and each of the Founding Companies included in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance on such reports given upon the authority of said firm as experts in accounting and auditing in giving said reports. 62

WHERE YOU CAN FIND MORE INFORMATION We have not previously been subject to the reporting requirements of the Exchange Act. We have filed the Registration Statement on Form S-1 under the Securities Act with the SEC with respect to this offering. This prospectus does not contain all the information the Registration Statement sets forth, or the exhibits and schedules thereto, in accordance with the rules and regulations of the SEC, and we hereby refer to that omitted information. The statements this prospectus makes respecting the content of any contract, agreement or other document that is an exhibit to the Registration Statement are not necessarily complete, and we qualify them in their entirety by reference to those exhibits for complete statements of their provisions. Interested persons may (1) inspect the Registration Statement and the exhibits and schedules thereto, without charge, at the public reference facilities of the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, 13th Floor, New York, New York 10048 and (2) obtain copies of all or any portion of the Registration Statement at prescribed rates from the Public Reference Section of the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. As a result of this offering, we will become subject to the full informational requirements of the Exchange Act. We will fulfill our obligations with respect to those requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports that will include a description of our operations and audited consolidated financial statements certified by an independent public accounting firm. 63

INDEX TO FINANCIAL STATEMENTS PAGE ---- Unaudited Pro Forma Combined Financial Statements Basis of Presentation........... F-2 Unaudited Pro Forma Combined Balance Sheet -- December 31, 1998........................... F-3 Unaudited Pro Forma Combined Statement of Operations -- December 31, 1998........................... F-4 Notes to Unaudited Pro Forma Combined Financial Statements..................... F-5 Historical Financial Statements U.S. Concrete, Inc. Report of Independent Public Accountants.................... F-10 Balance Sheets.................. F-11 Statements of Operations........ F-12 Statements of Stockholders' Equity......................... F-13 Statements of Cash Flows........ F-14 Notes to Financial Statements... F-15 Central Concrete Supply Co., Inc. Report of Independent Public Accountants.................... F-19 Balance Sheets.................. F-20 Statements of Operations........ F-21 Statements of Stockholders' Equity......................... F-22 Statements of Cash Flows........ F-23 Notes to Financial Statements... F-24 Walker's Concrete, Inc. Report of Independent Public Accountants.................... F-32 Balance Sheets.................. F-33 Statements of Operations........ F-34 Statements of Stockholders' Equity......................... F-35 Statements of Cash Flows........ F-36 Notes to Financial Statements... F-37 Bay Cities Building Materials Co., Inc. And Subsidiary Report of Independent Public Accountants.................... F-44 Consolidated Balance Sheets..... F-45 Consolidated Statements of Operations..................... F-46 Consolidated Statements of Stockholders' Equity........... F-47 Consolidated Statements of Cash Flows.......................... F-48 Notes to Financial Statements... F-49 Opportunity Concrete Corporation Report of Independent Public Accountants.................... F-55 Balance Sheet................... F-56 Statement of Operations......... F-57 Statement of Stockholders' Equity......................... F-58 Statement of Cash Flows......... F-59 Notes to Financial Statements... F-60 Baer Concrete, Incorporated Report of Independent Public Accountants.................... F-66 Balance Sheet................... F-67 Statement of Operations and Other Comprehensive Income..... F-68 Statement of Stockholders' Equity......................... F-69 Statement of Cash Flows......... F-70 Notes to Financial Statements... F-71 F-1

U.S. CONCRETE, INC. AND FOUNDING COMPANIES UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS BASIS OF PRESENTATION The following unaudited pro forma combined financial statements give effect to (i) the acquisitions by U.S. Concrete, Inc. ("USC" or the "Company") of the outstanding capital stock of Central Concrete Supply Co., Inc. ("Central"), Walker's Concrete, Inc. ("Walker's"), Bay Cities Building Materials Co., Inc. ("Bay Cities"), Opportunity Concrete Corporation ("Opportunity"), Baer Concrete, Incorporated ("Baer"), and R. G. Evans/Associates d/b/a Santa Rosa Cast Products Co. ("Santa Rosa") (together, the "Founding Companies"), and related transactions and (ii) the closing of USC's initial public offering (the "Offering"). The acquisitions of the Founding Companies (the "Acquisitions") will occur simultaneously with the closing of the Offering and will be accounted for using the purchase method of accounting. Central has been identified as the accounting acquirer for financial statement presentation purposes as its former stockholders will represent the largest voting interest within USC. The unaudited pro forma combined balance sheet gives effect to the Acquisitions, various other transactions and events, the Offering and application of the net proceeds, therefrom, and borrowings under the credit facility, as if they had occurred on December 31, 1998. The unaudited pro forma combined statement of operations gives effect to these transactions and events as if they had occurred on January 1, 1998. USC has preliminarily analyzed the savings that is expected to be realized from reductions in salaries, bonuses and certain benefits to the owners. To the extent the owners of the Founding Companies have contractually agreed to prospective reductions in salary, bonuses, benefits and lease payments, these reductions have been reflected in the unaudited pro forma combined statement of operations. USC expects that integration of the Founding Companies will present opportunities to realize cost savings through elimination of duplicative functions and the development of economies of scale. Management believes the Company should be able to (1) obtain greater discounts from suppliers, (2) borrow at lower interest rates, (3) consolidate insurance programs and (4) generate savings in other general and administrative areas. USC cannot quantify these savings until completion of the Acquisitions and expects that they will be substantially offset by USC's corporate management and administration costs associated with being a public company and the systems integration, upgrading and replacement. Because these costs cannot be adequately quantified at this time, they have not been included in the pro forma financial information of USC. The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that Company management deems appropriate and may be revised as additional information becomes available. Based on its initial assessment, management believes that the historical carrying value of the Founding Companies' assets and liabilities, with the exception of property, plant and equipment, will approximate fair value and that there are no other identifiable intangible assets to which any material purchase price can be allocated. Management is currently in the process of obtaining appraisals on certain property, plant and equipment of the Founding Companies and will revise the purchase price allocations, accordingly, when the appraisals are received. The pro forma financial data do not purport to represent what USC's financial position or results of operations would actually have been if such transactions in fact had occurred on those dates and are not necessarily representative of USC's financial position or results of operations for any future periods. Since the Founding Companies were not under common control or management, the pro forma combined financial statements should be read in conjunction with the historical financial statements and notes thereto of USC and certain of the Founding Companies included elsewhere in this Prospectus. See also "Risk Factors" included elsewhere herein. F-2

U.S. CONCRETE, INC. AND FOUNDING COMPANIES UNAUDITED PRO FORMA COMBINED BALANCE SHEET -- DECEMBER 31, 1998 (IN THOUSANDS) USC CENTRAL WALKER BAY CITIES OPPORTUNITY BAER SANTA ROSA COMBINED --------- -------- --------- ---------- ----------- --------- ---------- -------- ASSETS Current assets: Cash and cash equivalents.......... $ -- $ 4,213 $ 1,805 $ 2,642 $ 1,634 $ 1,410 $ 89 $11,793 Trade accounts and notes receivable....................... -- 10,353 5,279 7,871 477 1,754 488 26,222 Other receivables.................. -- -- 97 309 27 50 -- 483 Inventories........................ -- 792 212 124 72 104 280 1,584 Prepaid expenses................... -- 833 228 15 134 30 8 1,248 Other current assets............... -- 146 -- 500 3 20 -- 669 Deferred tax asset................. -- 10 134 -- -- 46 -- 190 --------- -------- --------- ---------- ----------- --------- ---------- -------- Total current assets............. -- 16,347 7,755 11,461 2,347 3,414 865 42,189 Property, plant and equipment, net... -- 9,138 8,414 5,494 2,060 3,518 148 28,772 Other assets, net.................... 355 1,155 549 212 42 747 5 3,065 Goodwill............................. -- -- -- -- -- -- -- -- --------- -------- --------- ---------- ----------- --------- ---------- -------- Total assets..................... $ 355 $ 26,640 $ 16,718 $ 17,167 $ 4,449 $ 7,679 $ 1,018 $74,026 ========= ======== ========= ========== =========== ========= ========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt............................. $ -- $ 1,006 $ 567 $ 335 $ 298 $ 808 $ 35 $ 3,049 Line of credit..................... -- -- 3,005 -- -- -- -- 3,005 Payable to Founders................ -- -- -- -- -- -- -- -- Accounts payable and accrued liabilities...................... 553 7,910 3,715 8,877 509 1,747 188 23,499 --------- -------- --------- ---------- ----------- --------- ---------- -------- Total current liabilities........ 553 8,916 7,287 9,212 807 2,555 223 29,553 New credit facility.................. -- -- -- -- -- -- -- -- Long-term debt....................... -- 2,524 813 2,209 684 1,774 49 8,053 Deferred tax liability............... -- 46 1,101 706 69 482 -- 2,404 Stockholders' equity Subscription receivable............ (2) -- -- -- -- -- -- (2) Common stock....................... -- 70 4 41 14 137 1 267 Additional paid-in capital......... 2,680 554 38 38 7 10 -- 3,327 Treasury stock..................... -- -- -- -- -- (936) -- (936) Retained earnings.................. (2,876) 14,530 7,475 4,961 2,868 3,657 745 31,360 --------- -------- --------- ---------- ----------- --------- ---------- -------- Total stockholders' equity....... (198) 15,154 7,517 5,040 2,889 2,868 746 34,016 --------- -------- --------- ---------- ----------- --------- ---------- -------- Total liabilities and stockholders' equity........... $ 355 $ 26,640 $ 16,718 $ 17,167 $ 4,449 $ 7,679 $ 1,018 $74,026 ========= ======== ========= ========== =========== ========= ========== ======== PRO FORMA PRO FORMA POST MERGER AS ADJUSTMENTS COMBINED ADJUSTMENTS ADJUSTED ----------- --------- ----------- --------- ASSETS Current assets: Cash and cash equivalents.......... $ (11,793)a,d $ -- $ -- $ -- Trade accounts and notes receivable....................... -- 26,222 -- 26,222 Other receivables.................. (77)c 406 -- 406 Inventories........................ -- 1,584 -- 1,584 Prepaid expenses................... -- 1,248 -- 1,248 Other current assets............... (20)c 649 -- 649 Deferred tax asset................. -- 190 -- 190 ----------- --------- ----------- --------- Total current assets............. (11,890) 30,299 -- 30,299 Property, plant and equipment, net... -- 28,772 -- 28,772 Other assets, net.................... (2,664)c,d 401 (355)f 46 Goodwill............................. 73,047d 73,047 -- 73,047 ----------- --------- ----------- --------- Total assets..................... $ 58,493 $132,519 $ (355) $ 132,164 =========== ========= =========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt............................. $ (3,049) $ -- $ -- $ -- Line of credit..................... (3,005) -- -- -- Payable to Founders................ 23,312b,d 23,312 (23,312)f -- Accounts payable and accrued liabilities...................... (551) d 22,948 -- 22,948 ----------- --------- ----------- --------- Total current liabilities........ 16,707 46,260 (23,312) 22,948 New credit facility.................. 19,153d 19,153 (3,727) f 15,426 Long-term debt....................... (8,053)d -- -- -- Deferred tax liability............... -- 2,404 -- 2,404 Stockholders' equity Subscription receivable............ 2d -- -- -- Common stock....................... (153)b,d 114 38e 152 Additional paid-in capital......... 61,261a,b,d 64,588 26,646e,f 91,234 Treasury stock..................... 936d -- -- -- Retained earnings.................. (31,360)a,c,d -- -- -- ----------- --------- ----------- --------- Total stockholders' equity....... 30,686 64,702 26,684 91,386 ----------- --------- ----------- --------- Total liabilities and stockholders' equity........... $ 58,493 $132,519 $ (355) $ 132,164 =========== ========= =========== ========= See accompanying notes to unaudited pro forma combined financial statements. F-3

U.S. CONCRETE, INC. AND FOUNDING COMPANIES UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) USC CENTRAL WALKER BAY CITIES OPPORTUNITY BAER SANTA ROSA COMBINED --------- ------- ------- ----------- ----------- --------- ---------- -------- SALES................................ $ -- $66,499 $41,615 $53,600 $16,180 $ 11,973 $4,209 $194,076 COST OF GOODS SOLD................... -- 53,974 34,528 46,766 11,296 9,910 2,439 158,913 --------- ------- ------- ----------- ----------- --------- ---------- -------- Gross profit......................... -- 12,525 7,087 6,834 4,884 2,063 1,770 35,163 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................... 2,876 4,712 3,022 3,962 2,352 1,195 1,024 19,143 DEPRECIATION AND AMORTIZATION........ -- 930 896 505 245 412 18 3,006 --------- ------- ------- ----------- ----------- --------- ---------- -------- Income (loss) from operations........ (2,876) 6,883 3,169 2,367 2,287 456 728 13,014 OTHER INCOME (EXPENSE).......................... Interest income (expense), net............................. -- (165) (377) (156) 8 (105) (15) (810) Other income, net.................. -- 36 307 141 14 379 23 900 --------- ------- ------- ----------- ----------- --------- ---------- -------- Income (loss) before provision for income taxes....................... (2,876) 6,754 3,099 2,352 2,309 730 736 13,104 PROVISION FOR INCOME TAXES........... -- 100 1,262 962 187 307 12 2,830 --------- ------- ------- ----------- ----------- --------- ---------- -------- --------- ------- ------- ----------- ----------- --------- ---------- -------- NET INCOME (LOSS).................... $ (2,876) $ 6,654 $ 1,837 $ 1,390 $ 2,122 $ 423 $ 724 $ 10,274 ========= ======= ======= =========== =========== ========= ========== ======== NET INCOME PER SHARE................. SHARES USED IN COMPUTING PRO FORMA NET INCOME PER SHARE.. PRO FORMA AS ADJUSTMENTS ADJUSTED ----------- ---------- SALES................................ $ -- $ 194,076 COST OF GOODS SOLD................... -- 158,913 ----------- ---------- Gross profit......................... -- 35,163 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................... (5,823)a,e 13,320 DEPRECIATION AND AMORTIZATION........ 1,826b 4,832 ----------- ---------- Income (loss) from operations........ 3,997 17,011 OTHER INCOME (EXPENSE).......................... Interest income (expense), net............................. (193)c (1,003) Other income, net.................. -- 900 ----------- ---------- Income (loss) before provision for income taxes....................... 3,804 16,908 PROVISION FOR INCOME TAXES........... 4,776d 7,606 ----------- ---------- ----------- ---------- NET INCOME (LOSS).................... $ (972) $ 9,302 =========== ========== NET INCOME PER SHARE................. $ 0.59 SHARES USED IN COMPUTING PRO FORMA NET INCOME PER SHARE.. 15,638,543f See accompanying notes to unaudited pro forma combined financial statements. F-4

U.S. CONCRETE, INC. AND FOUNDING COMPANIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS 1. GENERAL: U.S. Concrete, Inc. was founded to create a leading provider of ready-mixed concrete and related services to the construction industry in major markets in the United States. USC has conducted no operations to date and will acquire the Founding Companies concurrently with and as a condition to the closing of this offering. The historical financial statements reflect the financial position and results of operations of the Founding Companies and were derived from the respective Founding Companies' financial statements. The periods included in these financial statements for the individual Founding Companies are as of and for the year ended December 31, 1998. The audited historical financial statements in this prospectus are included in accordance with Regulation S-X, Rule 3-05, promulgated by the Securities and Exchange Commission. 2. ACQUISITIONS: Concurrently with and as a condition to the closing of this Offering, USC will acquire all of the outstanding capital stock of the Founding Companies. The acquisitions will be accounted for using the purchase method of accounting with Central being reflected as the accounting acquirer as its stockholders will represent the largest voting interest with USC. The following table sets forth the consideration to be paid (a) in cash and (b) in shares of USC common stock ("Common Stock") to the common stockholders of each of the Founding Companies. For purposes of computing the estimated purchase price and resulting goodwill for accounting purposes, the value of shares was determined using the estimated fair value of $7.65 per share (or $44.9 million), which is less than the initial public offering price of $8.50 per share primarily because of the restrictions on the sale and transferability of the shares to be issued. The total estimated purchase price of $69.2 million for the acquisitions is calculated as follows: (a) cash -- $19.4 million, (b) value of shares -- $44.9 million, and (c) the remaining portion of the excess cash balances of $9.8 million at December 31, 1998, less the cash paid out in the S corporation Accumulated Adjustment Accounts ("AAA") distribution discussed in footnote 3a, which reduced the excess cash balances to be paid to $4.9 million. The estimated purchase price is based upon preliminary estimates and is subject to certain purchase price adjustments at and following closing. The table does not reflect (a) S corporation distributions of $1.2 million related to the cash surrender value of certain insurance policies, (b) S corporation distributions of the Accumulated Adjustment Accounts of $11.9 million, (c) C corporation distributions of the cash surrender value of certain insurance policies and other personal assets of $1.1 million, (d) excess cash balances at December 31, 1998, pursuant to post-closing adjustment provisions in the acquisition agreements, which we will remit to certain Founding Company owners as additional cash consideration payable in the Acquisitions and (e) approximately $600,000 one former owner will use immediately after this offering closes to purchase for cash at no more than their respective fair market values life insurance policies, notes owed by his family members and other assets. The additional cash consideration is subject to decrease, but not increase, if cash balances or working capital in the applicable Founding Companies fall below specified levels. COMMON STOCK ---------------------------------- VALUE OF CASH SHARES SHARES --------- ----------- -------- (DOLLARS IN THOUSANDS) Walker's............................. $ 6,331 2,234,339 $ 17,093 Bay Cities........................... 8,602 1,871,310 14,316 Opportunity.......................... 1,430 1,034,291 7,912 Baer................................. 1,200 423,529 3,240 Santa Rosa........................... 1,861 301,689 2,308 --------- ----------- -------- Subtotal........................ $ 19,424 5,865,158 $ 44,869 --------- ----------- -------- Central.............................. $ 3,888 3,120,130 $ 23,869 --------- ----------- -------- Total........................... $ 23,312 8,985,288 $ 68,738 ========= =========== ======== F-5

U.S. CONCRETE, INC. AND FOUNDING COMPANIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED) Additionally, the Common Stock issued to the original USC stockholders has been accounted for by the Company as a purchase transaction. For purposes of estimating the purchase price for accounting purposes, the value of the shares was determined using an estimated fair value of $7.65 per share (or $18.4 million) which is less than the initial public offering price of $8.50 per share due to restrictions on the sale and transferability of the shares issued. For purposes of the transactions discussed above, the Company utilized a $7.65 per share value for the Common Stock in calculating goodwill. These valuations reflect a 10% discount, from the initial public offering price, based on the lock-up agreement entered into by the stockholders of each Founding Company. 3. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS: (a) Records the (i) the payment of the distribution of the S corporation AAA of $11.9 million and (ii) elimination of these S corporation retained earnings balances. A portion of the S corporation AAA distributions will reduce the $9.8 million excess cash balances at December 31, 1998 to $4.9 million remaining excess cash to be distributed to the stockholders. (b) Records the liability for the cash portion of the consideration to be paid to Central, the accounting acquirer, and the combination of USC with Central. (c) Records the transfer of certain net non-operating assets to the Founding Companies prior to the Acquisition at a price equal to the net book value of such assets. Management believes that the historical carrying value of such net non-operating assets approximates fair value. (d) Records the purchase of the Founding Companies by USC consisting of payables to Founding Company stockholders of $19.4 million (to reflect the cash consideration payable to the Founding Companies excluding Central) and 5.9 million shares of Common Stock valued at $7.65 per share (or $44.9 million) and the remaining excess cash balance of $4.9 million to be paid to stockholders for a total estimated purchase price of $69.2 million resulting in excess purchase price of $54.8 million over the net assets acquired of $14.4 million. Additionally, records the 2.4 million shares of Common Stock, issued to the former USC stockholders valued at $7.65 per share (or $18.4 million) resulting in excess purchase price of $18.6 million over the net assets acquired and records the $0.5 million repayment of notes receivables from stockholders. Additionally, records the refinancing of $14.1 million of indebtedness of the Founding Companies, the $4.9 million payment to the Founding Companies of additional cash consideration and the payment of $0.5 million of acquisition costs with borrowings under the credit facility. Based on its initial assessment, management believes that the historical carrying value of the Founding Companies' assets and liabilities, with the exception of property, plant and equipment, will approximate fair value and that there are no other identifiable intangible assets to which any material purchase price can be allocated. Management is currently in the process of obtaining appraisals on certain property, plant and equipment of the Founding Companies and will revise the purchase price allocations accordingly when the appraisals are received. The following table reflects the assets acquired and liabilities to be assumed in our acquisitions. F-6

U.S. CONCRETE, INC. AND FOUNDING COMPANIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED) ASSETS Current assets: Cash and cash equivalents.......... $ 7,580 Trade accounts and notes receivable........................ 15,869 Other receivables.................. 483 Inventory.......................... 792 Prepaid expenses................... 415 Other current assets............... 523 Deferred tax asset................. 180 ---------- Total current assets.......... 25,842 Property, plant and equipment, net...... 19,634 Other assets, net....................... 1,555 ---------- Total assets.................. $ 47,031 ========== LIABILITIES Current liabilities: Current portion of long-term debt.............................. 2,043 Line of credit..................... 3,005 Accounts payable and accrued liabilities....................... 15,036 ---------- 20,084 Total current liabilities..... Long term debt.......................... 5,529 Deferred tax liability.................. 2,358 ---------- Total liabilities............. $ 27,971 ========== (e) Records the cash proceeds of $27.0 million from the issuance of shares of Common Stock net of estimated offering costs of $5.3 million. Offering costs primarily consist principally of underwriting discounts and commissions, accounting fees, legal fees and printing expenses. (f) Records (i) payment of the cash portion of the consideration to the stockholders of the Founding Companies (including Central) of $23.3 million and (ii) the repayment of $3.7 million of borrowings under the credit facility using the remaining proceeds from the Offering. F-7

U.S. CONCRETE, INC. AND FOUNDING COMPANIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED) The following table summarizes the unaudited pro forma combined balance sheet adjustments (in thousands): PRO FORMA A B C D ADJUSTMENTS --------- --------- --------- --------- ------------ ASSETS Current assets -- Cash and cash equivalents........ $ (11,868) $ -- $ -- $ 75 $(11,793) Other receivables................ -- -- (77) -- (77) Other current assets............. -- -- (20) -- (20) --------- --------- --------- --------- ------------ Total current assets........ (11,868) -- (97) 75 (11,890) Other long-term assets............... -- -- (2,164) (500) (2,664) Goodwill............................. -- -- -- 73,047 73,047 --------- --------- --------- --------- ------------ Total assets................ $ (11,868) $ -- $ (2,261) $ 72,622 $ 58,493 ========= ========= ========= ========= ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities -- Current maturities of long-term debt........................... $ -- $ -- $ -- $ (3,049) $ (3,049) Line of credit................... -- -- -- (3,005) (3,005) Payables to Founders............. -- 3,888 -- 19,424 23,312 Accounts payable and accrued liabilities.................... -- -- -- (551) (551) --------- --------- --------- --------- ------------ Total current liabilities... -- 3,888 -- 12,819 16,707 New credit facility.................. -- -- -- 19,153 19,153 Long term debt....................... -- -- -- (8,053) (8,053) Subscription receivable.............. -- -- -- 2 2 Common stock......................... -- (39) -- (114) (153) Additional paid-in capital........... 5,120 (3,849) -- 59,990 61,261 Treasury stock....................... -- -- -- 936 936 Retained earnings.................... (16,988) -- (2,261) (12,111) (31,360) --------- --------- --------- --------- ------------ Total stockholders' equity.................... (11,868) (3,888) (2,261) 48,703 30,686 --------- --------- --------- --------- ------------ Total liabilities and stockholders' equity...... $ (11,868) $ -- $ (2,261) $ 72,622 $ 58,493 ========= ========= ========= ========= ============ ADJUSTMENT -------------------- POST MERGER E F ADJUSTMENTS --------- --------- ----------- ASSETS Current assets -- Cash and cash equivalents........ $ 27,039 $ (27,039) $ -- --------- --------- ----------- Total current assets........ 27,039 (27,039) -- Other long-term assets............... (355) (355) --------- --------- ----------- Total assets................ $ 27,039 $ (27,394) $ (355) ========= ========= =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities -- Payables to Founders............. -- (23,312) (23,312) --------- --------- ----------- Total current liabilities... -- (23,312) (23,312) --------- --------- ----------- New credit facility.................. -- (3,727) (3,727) Common stock......................... 38 -- 38 Additional paid-in capital........... 27,001 (355) 26,646 --------- --------- ----------- Total stockholders' equity.................... 27,039 (355) 26,684 --------- --------- ----------- Total liabilities and stockholders' equity...... $ 27,039 $ (27,394) $ (355) ========= ========= =========== F-8

U.S. CONCRETE, INC. AND FOUNDING COMPANIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED) 4. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS: (a) Reflects the $3.5 million reduction in salaries, bonuses and benefits to the owners of the Founding Companies. These reductions in salaries, bonuses and benefits have been agreed to prospectively in accordance with the terms of employment agreements. Such employment agreements are primarily for three years, contain restrictions related to competition and provide severance for termination of employment in certain circumstances. Additionally, reflects reductions in expenses associated with certain non-operating assets that will be transferred to the Founding Companies prior to the Acquisitions. (b) Reflects the amortization of goodwill to be recorded as a result of these Acquisitions over a 40-year estimated life. (c) Reflects interest expense of $1.0 million on borrowings of $15.4 million necessary to fully fund the acquisition of the Founding Companies, net of interest savings of $1.2 million on $14.1 million of historical debt to be repaid using proceeds from the Offering, and the elimination of $0.4 million in interest income on excess cash distributed prior to the Acquisitions. The additional $1.0 million of interest expense was calculated utilizing an annual effective interest rate of 6.5%. (d) Reflects the incremental provision for federal and state income taxes at an approximate 40.6% overall tax rate before goodwill and other permanent items, relating to the other statement of operations adjustments and for income taxes on S corporation income not provided for in the historical financial statements. (e) Reflects the reversal of $2.7 million non-recurring, non-cash compensation charge by USC related to the issuance of 350,000 shares of Common Stock to management during 1998. An additional 50,000 shares of Common Stock was issued to management and 50,000 shares to two non-employee directors in March 1999. The historical financial statements of USC include a compensation charge representing the difference between the amounts paid for the shares issued to USC's management and their estimated value on the date of the sale as if the Acquisitions had occurred. This reversal is partially offset by a $330,000 charge for recurring contractual salaries of management. (f) Includes: (i) 2,853,255 shares issued by USC prior to the Offering, (ii) 8,985,288 shares to be issued to the stockholders of the Founding Companies in connection with the Acquisitions, and (iii) 3,800,000 shares to be issued in connection with the Offering. Excludes (a) options to purchase an aggregate of 1,150,000 which USC expects to grant on consummation of this offering and (b) a warrant for 200,000 shares which USC will issue to the managing underwriters for this Offering for services it will render through the date this Offering closes. The following table summarizes unaudited pro forma combined statements of operations adjustments (in thousands): ADJUSTMENTS ----------------------------------------------------- PRO FORMA A B C D E ADJUSTMENTS --------- --------- --------- --------- --------- ----------- Selling, general and administrative expenses........................... $ (3,475) $ -- $ -- $ -- $ (2,348) $(5,823) Depreciation and amortization........ -- 1,826 -- -- -- 1,826 --------- --------- --------- --------- --------- ----------- Income from operations............... 3,475 (1,826) -- -- 2,348 3,997 Interest income................. -- -- (442) -- -- (442) Interest expense................ -- -- 249 -- -- 249 --------- --------- --------- --------- --------- ----------- Interest, net........................ -- -- (193) -- -- (193) --------- --------- --------- --------- --------- ----------- Income before provision for income taxes.............................. 3,475 (1,826) (193) -- 2,348 3,804 Provision for income taxes........... -- -- -- 4,776 -- 4,776 --------- --------- --------- --------- --------- ----------- Net income (loss).................... $ 3,475 $ (1,826) $ (193) $ (4,776) $ 2,348 $ (972) ========= ========= ========= ========= ========= =========== F-9

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To U.S. Concrete, Inc.: We have audited the accompanying balance sheets of U.S. Concrete, Inc., (a Delaware corporation), as of December 31, 1997 and 1998, and the related statements of operations, cash flows and stockholders' equity (deficit) for the period from inception (July 15, 1997) through December 31, 1997 and for the year ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of U.S. Concrete, Inc. as of December 31, 1997 and 1998, and the results of its operations and its cash flows for the period from inception (July 15, 1997) through December 31, 1997 and for the year ended December 31, 1998, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Houston, Texas March 16, 1999 F-10

U.S. CONCRETE, INC. BALANCE SHEETS DECEMBER 31, 1997 AND 1998 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 1997 1998 ---- --------- ASSETS CASH AND CASH EQUIVALENTS............ $ -- $ -- DEFERRED OFFERING COSTS.............. -- 355 ---- --------- Total assets............... $ -- $ 355 ==== ========= LIABILITIES AND STOCKHOLDERS' EQUITY ACCRUED LIABILITIES AND AMOUNTS DUE TO STOCKHOLDER..................... $ -- $ 553 STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, 5,000,000 authorized, none issued and outstanding.... -- -- Class A Common stock, $.001 par value, one share authorized, issued and outstanding......... -- -- Common stock, $.001 par value, 40,000,000 shares authorized, 0 and 350,000 shares issued and outstanding, respectively...... -- -- Receivable from stockholders.... (2) (2) Additional paid-in capital...... 2 2,680 Retained deficit................ -- (2,876) ---- --------- Total stockholders' equity (deficit)................ -- (198) ---- --------- Total liabilities and stockholders' equity..... $ -- $ 355 ==== ========= Reflects a 10,000 for-one stock split effected in March 1999. The accompanying notes are an integral part of these financial statements. F-11

U.S. CONCRETE, INC. STATEMENTS OF OPERATIONS (IN THOUSANDS) INCEPTION (JULY 15, 1997) THROUGH YEAR ENDED DECEMBER 31, DECEMBER 31, 1997 1998 ----------------- ------------- SALES................................ $ -- $ -- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................... -- 2,876 ----- ------------- Loss Before Provision for Income Taxes......................... -- (2,876) Provision for Income Taxes...... -- -- ----- ------------- NET LOSS............................. $ -- $(2,876) ===== ============= The accompanying notes are an integral part of these financial statements. F-12

U.S. CONCRETE, INC. STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS, EXCEPT SHARE AMOUNTS) CLASS A TOTAL COMMON STOCK COMMON STOCK RECEIVABLE ADDITIONAL STOCKHOLDERS' ------------------- ------------------- FROM PAID-IN RETAINED EQUITY SHARES AMOUNT SHARES AMOUNT STOCKHOLDERS CAPITAL DEFICIT (DEFICIT) -------- ------- -------- ------- ------------- ----------- --------- ------------- BALANCE, INCEPTION (July 15, 1997). -- $ -- -- $ -- $-- $ -- -- $ -- ISSUANCE OF SHARES................. 1 -- -- -- (2) 2 -- -- NET INCOME (LOSS).................. -- -- -- -- -- -- -- -- -------- ------- -------- ------- --- ----------- --------- ------------- BALANCE, December 31, 1997......... 1 $ -- -- $ -- $(2) $ 2 $ -- $ -- ISSUANCE OF ADDITIONAL SHARES TO MANAGEMENT....................... -- -- 350,000 -- -- 2,678 -- 2,678 NET LOSS........................... -- -- -- -- -- -- (2,876) (2,876) -------- ------- -------- ------- --- ----------- --------- ------------- BALANCE, December 31, 1998......... 1 $ -- 350,000 $ -- $(2) $ 2,680 $(2,876) $(198) ======== ======= ======== ======= === =========== ========= ============= Reflects a 10,000 for-one stock split effected in March 1999. The accompanying notes are an integral part of these financial statements. F-13

U.S. CONCRETE, INC. STATEMENTS OF CASH FLOWS (IN THOUSANDS) INCEPTION (JULY 15, 1997) THROUGH YEAR ENDED DECEMBER 31, 1997 DECEMBER 31, 1998 ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss........................... $ -- $(2,876) Non-cash compensation charge....... -- 2,678 Adjustments to reconcile net loss to net cash used in operating activities -- Changes in assets and liabilities -- Increase in deferred offering costs........ -- (355) Increase in amounts due to stockholder........ -- 553 -------- ----------------- Net cash provided by operating activities....... -- -- -------- ----------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital Expenditures............... -- -- -------- ----------------- Net cash used in investing activities....... -- -- CASH FLOWS FROM FINANCING ACTIVITIES: Initial capitalization............. 2 -- Receivable from stockholders....... (2) -- -------- ----------------- Net cash provided by financing activities....... -- -- -------- ----------------- NET INCREASE IN CASH AND CASH EQUIVALENTS........................... -- -- CASH AND CASH EQUIVALENTS, beginning of period................................ -- -- -------- ----------------- CASH AND CASH EQUIVALENTS, end of period................................ $ -- $ -- ======== ================= The accompanying notes are an integral part of these financial statements. F-14

U.S. CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS 1. BUSINESS AND ORGANIZATION: U.S. Concrete, Inc., a Delaware corporation ("USC" or the "Company"), was founded in July 1997 to create a leading provider of ready-mixed concrete and related services to the construction industry in its selected markets throughout the United States. USC intends to acquire certain businesses (the "Acquisitions"), complete an initial public offering (the "Offering") of its common stock and, subsequent to the Offering, continue to acquire through merger or purchase similar companies to expand its national and regional operations. USC has not conducted any operations, and all activities to date have related to the Offering and the Acquisitions. All expenditures of the Company to date have been funded by the primary stockholder, on behalf of the Company. The primary stockholder has also committed to fund future organization expenses and offering costs. As of December 31, 1998, costs of approximately $355,000 have been incurred in connection with the Offering, and such costs will be treated as a reduction of the proceeds from the Offering. USC has treated costs incurred through December 31, 1998, as deferred offering costs in the accompanying balance sheet. USC is dependent upon the Offering to execute the pending Acquisitions and to repay its current primary stockholder for funding deferred offering costs. There is no assurance that the pending Acquisitions will be completed. The ability of USC to generate future operating revenues is dependent upon the ability of the Company to manage the effect on the combined companies of changes in demand for ready-mixed concrete. The Company's future success is dependent upon a number of factors which include, among others, the ability to integrate operations, reliance on the identification and integration of satisfactory acquisition candidates, reliance on acquisition financing, the ability to manage growth and attract and retain qualified management and employees, the ability to comply with government regulations and other regulatory requirements or contract specifications, and risks associated with competition, seasonality and quarterly fluctuations. The risk factors are discussed in more detail in "Risk Factors." In August 1998, the Company entered into a Funding Agreement with the primary stockholder, to finance organizational fees and expenses associated with the Acquisitions. The Funding Agreement allows advances up to $3.0 million and bears interest at a rate of 6% per annum. The entire principal amount and accrued interest is due on the earliest of i) September 30, 1999, ii) the date on which the Company effects the first acquisition of one of the Founding Companies, or iii) the tenth calendar day after either party terminates the agreement. At December 31, 1998, these advances totaled $553,000. 2. STOCKHOLDERS' EQUITY: COMMON STOCK AND PREFERRED STOCK In connection with the organization and initial capitalization of USC, the Company issued 2,000,000 shares (as restated for the 10,000 for-one stock split discussed in Note 5) of common stock at $.001 par value (Common Stock) for $2,000. In March 1999, the 2,000,000 shares were recapitalized into one (1) share of Class A common stock which will automatically convert into approximately 1,602,255 shares of common stock at the effective time of the Mergers as more fully described in Note 6. In December 1998, the Company issued 350,000 shares of Common Stock (as restated for the 10,000 for-one stock split discussed in Note 5) to certain members of Company management for $350. As a result of the issuance of shares to management for nominal consideration, the Company recorded in December 1998, a non-recurring, non-cash charge of $2.7 million, which has been based on a fair value of such shares which has been determined to be $7.65 per share (a discount of 10% from the initial public offering price). The fair value of such shares was based on specific factors related to the Company and the transactions including restrictions on transferability and sale of the shares issued. F-15

U.S. CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 3. STOCK-BASED COMPENSATION: Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," allows entities to choose between a new fair value method of accounting for employee stock options or similar equity instruments and the current method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, under which compensation expense is recorded to the extent that the fair market value of the related stock is in excess of the options' exercise price at date of grant. Entities electing to remain with the accounting in APB Opinion No. 25 must make pro forma disclosures of net income and earnings per share as if the fair value method of accounting prescribed in SFAS No. 123 had been applied. The Company will measure compensation expense attributable to stock options based on the method prescribed in APB Opinion No. 25 and will provide the required pro forma disclosure of net income and earnings per share, as applicable, in the notes to future consolidated annual financial statements. 4. NEW ACCOUNTING PRONOUNCEMENTS: SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" requires that companies report separately information about each significant operating segment reviewed by the chief operating decision maker. Management has chosen to organize segments based on differences in products and services. All segments that meet a threshold of 10% of revenues, reported profit or loss, or combined assets are defined as significant segments. The Company will provide the required disclosures of its segments in the notes to future consolidated annual financial statements. 5. SUBSEQUENT EVENT: USC effected a 10,000 for-one stock split in March 1999 for each share of Common Stock of the Company then outstanding. In addition, the Company increased the number of authorized shares of Common Stock to 40,000,000 and increased the number of authorized shares of $.001 par value preferred stock to 5,000,000. The effects of the Common Stock split and the increase in the shares of authorized Common Stock have been retroactively reflected on the balance sheet, statement of stockholders' equity and in the accompanying notes. 6. SUBSEQUENT EVENTS TO THE DATE OF AUDITOR'S REPORT (UNAUDITED): In March 1999, following the 10,000 for-one stock split, the Company effected a recapitalization which resulted in the primary shareholders 2,000,000 shares of common stock being recapitalized as 1 share of Class A Common Stock. The Class A Common Stock shall, immediately prior to the effective time of the first acquisition by the Company of a Founding Company (the "Effective Time"), automatically convert into such number of issued and outstanding whole shares of common stock as most nearly equals, but does not exceed, the amount by which (i) the quotient obtained from dividing (a) the Total Acquisition Consideration by (b) 37.4460 exceeds (ii) the total number of shares of common stock which will be outstanding immediately prior to the Effective Time (and before giving effect to any issuance by the Company of shares of common stock (1) as payment of the Total Acquisition Consideration or (2) the Company sells in the IPO). Total Acquisition Consideration means the sum of (i) the product of (a) the total number of shares of common stock the Company issues on the date on which the Effective Time occurs as acquisition consideration in its acquisition of the Founding Companies multiplied by (b) $8.50 and (ii) the total amount of cash the Company also issues on that date as part of that acquisition consideration (exclusive of any cash the agreement and plans of reorganization define as "Additional Cash Consideration"). It is anticipated that the Class A Common Stock will convert into approximately 1,602,255 shares of common stock. In March 1999, following the stock split, the Company issued 801,000 shares of common stock to American Ready-Mix, L.L.C. for nominal consideration in consideration of the services provided in securing acquisition targets. The Company will account for such shares issued as additional cost of the F-16

U.S. CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) Acquisitions at their fair value. The fair value of such shares has been determined to be $7.65 per share (a discount of 10% from the initial offering price). The fair value of such shares was based on specific factors related to the Company and the transactions including restrictions on transferability and sale of the shares issued. In addition, when this Offering closes, the Company will issue warrants to purchase up to 200,000 shares of common stock to the managing underwriters for this Offering for services they will render through the date this Offering closes. In March 1999, following the 10,000 for-one split, the Company issued 50,000 shares of Common Stock (as restated for the 10,000 for-one split discussed above) to certain members of management for $50 and 25,000 shares each to two non-employee directors for nominal consideration. As a result of the issuance of shares to management and the non-employee directors for nominal consideration, the Company recorded in March 1999, a non-recurring, non-cash charge of $0.8 million, based on a fair value of such shares, which has been determined to be $7.65 per share (a discount of 10% from the initial offering price). The fair value of such shares was based on specific factors related to the Company and the transactions, including restrictions on transferability and sale of the shares issued. In March 1999, the Company reserved 2,000,000 shares of Common Stock for use under an incentive plan (the "Incentive Plan"). Beginning with the first calendar quarter after the closing of this Offering and continuing each quarter thereafter, the number of shares available for that use will be the greater of 2,000,000 shares or 15% of the number of shares of Common Stock outstanding on the last day of the immediately preceding calendar quarter. Persons eligible for awards are (1) employees holding positions of responsbility with us or any of our subsidiaries and whose performance can have a significant effect on the success of the Company as well as individuals who have agreed to become employees within six months of the date of grant ("Employees"), (2) nonemployee Directors and (3) nonemployee consultants and other independent contractors providing, or who will provide, services to us or any of our subsidiaries ("Independent Contractors"). Except as it applies to Nonemployee Directors, the Compensation Committee of the Company's Board of Directors will administer the Incentive Plan. Employee Awards may be in the form of: o rights to purchase a specified number of shares of Common Stock at a specified price ("Options") which may be denominated in either or both of Common Stock or units denominated in Common Stock; o rights to receive a payment, in cash or Common Stock, equal to the fair market value or other specified value of a number of shares of Common Stock on the rights exercise date over a specified strike price ("SARs"); o restricted or unrestricted grants of Common Stock or units denominated in Common Stock ("Stock Awards"); o grants denominated in cash ("Cash Awards"); and o grants denominated in cash, Common Stock, units denominated in Common Stock or any other property which are made subject to the attainment of one or more performance goals (" Performance Awards"). Under the Incentive Plan, the Company intends to grant options to purchase an aggregate of 1,150,000 shares of Common Stock on the consummation of this Offering. F-17

U.S. CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) USC has signed definitive agreements to acquire the following entities (the Founding Companies) to be effective concurrently with the Offering. The entities to be acquired are: Central Concrete Supply Co., Inc. Walker's Concrete, Inc. Bay Cities Building Materials Co., Inc. Opportunity Concrete Corporation Baer Concrete, Incorporated Santa Rosa Cast Products Company The aggregate consideration that will be paid by USC to acquire the Founding Companies consists of (1) approximately $23.3 million in cash plus $4.9 million, which represents the amount at December 31, 1998 by which the maximum amount USC may pay to the owners of four Founding Companies as additional cash consideration, pursuant to post-closing adjustment provisions in the acquisition agreements ($9.8 million) exceeds the assumed S corporation distributions of two of those Companies ($4.9 million), and (2) 8,985,288 shares of Common Stock. In addition, the Company will enter into employment agreements with certain key executives of the Founding Companies and the executive officers of USC. These employment agreements generally prohibit such individuals from disclosing confidential information and trade secrets, and restrict such individuals from competing with the Company for a period of five years from the date of the employment agreement. The initial term of these employment agreements is three years with provisions for automatic annual extensions beginning at the end of the initial term. The Company will also enter into one year consulting agreements with certain key employees of the Founding Companies. The Company expects to enter into a $75,000,000 credit facility effective concurrent with the closing of the Offering to provide funds to be used for working capital, to finance acquisitions and for other general corporate purposes. The Company expects that the credit facility will require usual and customary covenants for a credit facility of this nature including the consent of the lenders for acquisitions exceeding a certain level of cash consideration. F-18

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Central Concrete Supply Co., Inc.: We have audited the accompanying balance sheets of Central Concrete Supply Co., Inc. (the Company) (a California corporation), as of December 31, 1997 and 1998, and the related statements of operations, stockholders' equity and cash flows for the three years ended December 31, 1996, 1997 and 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Central Concrete Supply Co., Inc., as of December 31, 1997 and 1998, and the results of its operations and its cash flows for the three years ended December 31, 1996, 1997 and 1998, in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Orange County, California February 4, 1999 F-19

CENTRAL CONCRETE SUPPLY CO., INC. BALANCE SHEETS DECEMBER 31, 1997 AND 1998 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 1997 1998 --------- --------- ASSETS CURRENT ASSETS: Cash and cash equivalents....... $ 1,945 $ 4,213 Trade accounts receivable, net of allowance for doubtful accounts of $80 and $97, respectively................... 6,650 7,641 Receivables from related parties......................... 2,091 2,712 Inventories..................... 941 792 Prepaid expenses................ 273 833 Other current assets............ 187 156 --------- --------- Total current assets....... 12,087 16,347 PROPERTY, PLANT AND EQUIPMENT, net... 6,784 9,138 CASH SURRENDER VALUE OF LIFE INSURANCE............................ 966 1,155 --------- --------- Total assets............... $ 19,837 $ 26,640 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt............................ $ 776 $ 1,006 Accounts payable................ 5,427 7,042 Accrued compensation and benefits........................ 985 868 --------- --------- Total current liabilities.................. 7,188 8,916 LONG-TERM DEBT, net of current portion.............................. 1,884 2,524 DEFERRED TAX LIABILITY............... 34 46 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, no par value; 100,000 shares authorized, 4,572 shares issued and outstanding.................... 70 70 Additional paid-in capital...... 554 554 Retained earnings............... 10,107 14,530 --------- --------- Total stockholders' equity....................... 10,731 15,154 --------- --------- Total liabilities and stockholders' equity......... $ 19,837 $ 26,640 ========= ========= The accompanying notes are an integral part of these financial statements. F-20

CENTRAL CONCRETE SUPPLY CO., INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 (IN THOUSANDS) 1996 1997 1998 --------- --------- --------- SALES................................ $ 39,204 $ 53,631 $ 66,499 COST OF GOODS SOLD................... 33,402 43,794 53,974 --------- --------- --------- Gross profit............... 5,802 9,837 12,525 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................... 3,644 4,265 4,712 DEPRECIATION......................... 1,203 1,330 930 --------- --------- --------- Income from operations..... 955 4,242 6,883 OTHER INCOME (EXPENSE): Interest expense, net........... (185) (226) (165) Other income (expense), net..... (3) 26 36 --------- --------- --------- Income before provision for income taxes............ 767 4,042 6,754 PROVISION (BENEFIT) FOR INCOME TAXES.............................. 303 (457) 100 --------- --------- --------- Net income................. $ 464 $ 4,499 $ 6,654 ========= ========= ========= The accompanying notes are an integral part of these financial statements. F-21

CENTRAL CONCRETE SUPPLY CO., INC. STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 (IN THOUSANDS, EXCEPT SHARE AMOUNTS) COMMON STOCK ADDITIONAL TOTAL ---------------- PAID-IN RETAINED STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS EQUITY ------ ------ ---------- --------- ------------- BALANCE, December 31, 1995........... 4,572 $ 70 $ 554 $ 5,384 $ 6,008 Net income...................... -- -- -- 464 464 ------ ------ ---------- --------- ------------- BALANCE, December 31, 1996........... 4,572 70 554 5,848 6,472 Net income...................... -- -- -- 4,499 4,499 Distributions................... -- -- -- (240) (240) ------ ------ ---------- --------- ------------- BALANCE, December 31, 1997........... 4,572 70 554 10,107 10,731 Net income...................... -- -- -- 6,654 6,654 Distributions................... -- -- -- (2,231) (2,231) ------ ------ ---------- --------- ------------- BALANCE, December 31, 1998........... 4,572 $ 70 $ 554 $ 14,530 $15,154 ====== ====== ========== ========= ============= The accompanying notes are an integral part of these financial statements. F-22

CENTRAL CONCRETE SUPPLY CO., INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 (IN THOUSANDS) 1996 1997 1998 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income......................... $ 464 $ 4,499 $ 6,654 Adjustments to reconcile net income to net cash provided by operating activities -- Depreciation.................. 1,203 1,330 930 Net gain on sale of property, plant and equipment........ (9) (27) (36) Change in allowance for doubtful accounts.......... (159) -- 17 Deferred income tax provision (benefit).................. (78) (481) 12 Changes in operating assets and liabilities -- Trade accounts and related-party notes receivable, net of allowances.............. 408 (4,135) (1,836) Income taxes and other receivables............. (535) (505) 139 Prepaid expenses........... (60) (6) (560) Other current assets....... 13 (372) 41 Accounts payable........... 29 1,991 1,615 Accrued compensation and benefits................ 177 (46) (117) --------- --------- --------- Net cash provided by operating activities......... 1,453 2,248 6,859 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment.......................... (1,842) (2,222) (3,300) Proceeds from disposals of property, plant and equipment...... 78 91 52 Increase in cash surrender value of life insurance..................... (117) (177) (189) --------- --------- --------- Net cash used in investing activities......... (1,881) (2,308) (3,437) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt....... 1,207 1,570 2,006 Repayments on long-term debt....... (622) (640) (1,136) Distributions to stockholders...... -- (240) (2,024) --------- --------- --------- Net cash provided by (used in) financing activities......... 585 690 (1,154) --------- --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS........................ 157 630 2,268 CASH AND CASH EQUIVALENTS, at beginning of year.................. 1,158 1,315 1,945 --------- --------- --------- CASH AND CASH EQUIVALENTS, at end of year............................... $ 1,315 $ 1,945 $ 4,213 ========= ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for interest........................... $ 221 $ 285 $ 344 Cash paid during the year for income taxes....................... 938 749 78 NONCASH FINANCING ACTIVITY: Distribution of note receivable to stockholder........................ $ 207 The accompanying notes are an integral part of these financial statements. F-23

CENTRAL CONCRETE SUPPLY CO., INC. NOTES TO FINANCIAL STATEMENTS 1. BUSINESS AND ORGANIZATION: Central Concrete Supply Co., Inc. (the "Company"), a California corporation, is engaged in the production and distribution of ready-mixed concrete and the sale of building materials and related concrete products in the San Francisco Bay Area, where the Company has six ready-mixed concrete plants in three sales areas. The Company and its stockholders intend to enter into a definitive agreement with U.S. Concrete, Inc. ("USC"), an entity organized to acquire ready-mixed concrete companies, pursuant to which, the Company's stockholders will exchange all the outstanding common stock of the Company for cash and shares of USC common stock concurrent with the closing of USC's initial public offering. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION The Company has prepared these financial statements on the accrual basis of accounting. Effective December 31, 1996, the Company was merged with Central Transport, Inc. ("CTI"), which was wholly-owned by the Company's stockholders. The statement of operations for the period ended December 31, 1996 reflects the combined operations of the Company and CTI. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The Company believes that the carrying values of these instruments on the accompanying balance sheets approximate their fair values, because of the length of their maturities or the existence of interest rates that approximate market rates. CASH AND CASH EQUIVALENTS The Company records as cash equivalents all highly liquid investments having maturities of three months or less at the date of purchase. At December 31, 1997 and 1998, the Company maintained cash balances in various financial institutions in excess of federally insured limits. CONCENTRATION OF CREDIT RISK The Company sells to various construction contractors that may be affected by changes in economic or other external conditions. The Company manages its exposure to credit risk through ongoing credit evaluations and, where appropriate, requires that its customers furnish adequate collateral before credit is granted. INVENTORIES Inventories consist primarily of raw materials, repair parts and building materials that the Company holds for use or sale in the ordinary course of business. The Company uses the first-in, first out method to value inventories at the lower of cost or market. At December 31, 1997 and 1998, management believes the Company had incurred no material impairments in the carrying values of its inventories. F-24

CENTRAL CONCRETE SUPPLY CO., INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) PREPAID EXPENSES Prepaid expenses primarily include amounts the Company has paid for fuel, property taxes, licenses and insurance. The Company expenses or amortizes all prepaid amounts as used or over the period of benefit, as applicable. PROPERTY, PLANT AND EQUIPMENT, NET The Company states property, plant and equipment at cost. It uses the straight-line method to compute depreciation of these assets over their estimated useful lives. The Company expenses maintenance and repair cost when incurred and capitalizes and depreciates expenditures for major renewals and betterments that extend the useful lives of existing assets. When the Company retires or disposes of property, plant and equipment, it removes the related cost and accumulated depreciation from the accounts and reflects any resulting gain or loss in its statements of operations. ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company provides an allowance for accounts receivable that it believes may not be fully collectible. CASH SURRENDER VALUE OF LIFE INSURANCE The Company owns various life insurance policies covering its stockholders. It records the cash surrender value of these policies as an asset. It expenses the premiums related to these policies to the extent that they exceed the increase in the underlying cash surrender value of the policies. SALES AND EXPENSES The Company derives its sales primarily from the production and delivery of ready-mixed concrete and distribution of related building materials. The Company recognizes sales when products are delivered. Cost of goods sold consists primarily of product costs and operating expenses. Operating expenses consist of wages and benefits of union employees, and expenses attributable to plant operations, repairs and maintenance and trucks. Selling expenses consist primarily of sales commissions, salaries of sales managers, travel and entertainment expenses and trade show expenses. General and administrative expenses consist primarily of executive compensation and related benefits, administrative salaries and benefits, office rent and utilities, communication expenses and professional fees. INCOME TAXES Effective May 1, 1997, the Company elected S Corporation status under the Internal Revenue Code, whereby the Company is not subject to federal income taxes and its stockholders report their respective shares of the Company's taxable earnings or losses in their personal tax returns. As an S Corporation, the Company is subject to taxation at a rate of 1.5% in the state of California. The Company will terminate its S Corporation status when USC acquires it. Prior to May 1, 1997, the Company was a C Corporation and followed the liability method of accounting for income taxes. Under this method, the Company recorded deferred income taxes based on temporary differences between the financial reporting and tax bases of assets and liabilities and measured those taxes using enacted tax rates and laws that will be in effect when the Company recovers those assets or settles those liabilities, as the case may be. ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates its plant assets for impairment. The Company assesses the recoverability of assets based on its anticipated future cash flows from its assets. If facts and circumstances lead the Company's management to believe the cost of one of its assets may be impaired, the Company will F-25

CENTRAL CONCRETE SUPPLY CO., INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) (a) evaluate the extent to which that cost is recoverable by comparing the future undiscounted cash flows estimated to be associated with that asset to that asset's carrying amount and (b) write-down that carrying amount to market value or discounted cash flow value to the extent necessary. Using this approach, the Company's management has determined that the cash flows would be sufficient to recover the carrying value of the Company's long lived assets as of December 31, 1997 and 1998, and, therefore, that those values were not impaired at that date. COLLECTIVE BARGAINING AGREEMENTS The Company is party to various collective bargaining agreements with labor unions. The agreements require the Company to pay specified wages and provide certain benefits to its union employees. These agreements will expire at various times through 2002. 3. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment consist of the following: ESTIMATED DECEMBER 31 USEFUL LIVES --------------------- IN YEARS 1997 1998 ------------ --------- ---------- (IN THOUSANDS) Land................................. -- $ 296 $ 584 Building and improvements............ 10-40 476 1,019 Machinery and equipment.............. 10-15 5,443 5,827 Mixers, trucks and other vehicles.... 6-12 9,854 11,313 Furniture and fixtures............... 3-10 422 512 --------- ---------- 16,491 19,255 Less -- Accumulated depreciation..... (9,707) (10,117) --------- ---------- Property, plant and equipment, net........................... $ 6,784 $ 9,138 ========= ========== 4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS: Rollforward of allowance for doubtful accounts is as follows (in thousands): December 31, 1996............... $ 80 Change in allowance for doubtful accounts -- --- December 31, 1997............... 80 Increase in allowance for doubtful accounts......... 17 --- December 31, 1998............... $ 97 === Receivables from related parties consist of the following: DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Trade accounts receivable from related party................. $ 1,739 $ 2,712 Notes receivable from employees/stockholders........ 352 -- --------- --------- $ 2,091 $ 2,712 ========= ========= F-26

CENTRAL CONCRETE SUPPLY CO., INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) Inventory consists of the following: DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Raw materials........................ $ 236 $ 259 Building materials................... 705 533 --------- --------- $ 941 $ 792 ========= ========= 5. LONG-TERM DEBT: Long-term debt consists of the following: DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Notes payable to various financial institutions, secured by mixer trucks, payable in monthly installments ranging from $6,670 to $26,313, including interest from 7.5% to 9.7%, maturing from December 1999 to May 2003.......... $ 2,363 $ 2,860 Notes payable to various financial institutions, secured by various equipment and guaranteed by stockholders, payable in monthly installments ranging from $2,746 to $5,949, including interest from 4.73% to 8.8%, maturing from October 2000 to September 2003..... 243 670 Notes payable to a vendor, secured by automobiles, payable in monthly installments ranging from $845 to $988, including interest from 6.9% to 8.8%, maturing September 2000... 54 -- --------- --------- 2,660 3,530 Less -- Current portion.............. (776) (1,006) --------- --------- $ 1,884 $ 2,524 ========= ========= Scheduled maturities of long-term debt are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 1,006 2000............................ 1,083 2001............................ 806 2002............................ 532 2003............................ 103 --------- $ 3,530 ========= The Company maintains a $1.2 million line-of-credit with a bank. It did not make any draws on this line during 1997 or 1998 and did not have a balance as of December 31, 1997 or 1998. The line of credit will remain in effect until notification of termination from either party. F-27

CENTRAL CONCRETE SUPPLY CO., INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 6. LEASES: The Company leases equipment and vehicles under operating lease agreements. These leases are noncancelable and expire on various dates throughout 2003. Future minimum lease payments are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 321 2000............................ 200 2001............................ 197 2002............................ 160 2003............................ 160 --------- $ 1,038 ========= The Company has certain leases with contingent rentals based on monthly sales volume. Total rent expense under all operating leases was approximately $282,000, $320,000 and $322,000 for the years ended December 31, 1996, 1997 and 1998, respectively. The contingent portion of rental expense was $47,000, $48,000 and $68,000 for the years ended December 31, 1996, 1997 and 1998, respectively. 7. INCOME TAXES: The components of provision (benefit) for federal and state income taxes are as follows: FOR THE YEAR ENDED DECEMBER 31 ------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS) Federal -- Current......................... $ 296 $ (32) $ -- Deferred........................ (62) (393) -- State -- Current......................... 87 58 89 Deferred........................ (18) (90) 11 --------- --------- --------- $ 303 $ (457) $ 100 ========= ========= ========= Actual income tax expense differs from the income tax expense computed by applying the U.S. federal statutory corporate tax rate of 35 percent to income before provision for income taxes due to state income tax, non-deductible expenses and the Company's 1997 conversion from C Corporation to S Corporation status. The deferred state income tax assets result from temporary timing differences for depreciation calculations. The deferred tax liabilities result from temporary differences in accruals and reserves. 8. RELATED-PARTY TRANSACTIONS: The Company made sales to a relative of the stockholders of $5,061,000, $7,693,000 and $10,654,000 for the years ended December 31, 1996, 1997, and 1998, respectively. This relative has no ownership interest in the Company. The transactions were completed under terms and prices similar to transactions with other third parties. The Company also made purchases of aggregate supplies from a company in which two stockholders have a financial interest. Purchases from this company were $81,000, $104,000 and $274,000 for the years F-28

CENTRAL CONCRETE SUPPLY CO., INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) ended December 31, 1996, 1997 and 1998, respectively. The payable related to these purchases was $1,000 and $10,000 at December 31, 1997 and 1998. The Company leases a facility from its stockholders. The rent paid under this related party lease was $144,000 for each of the three years ended December 31, 1996, 1997 and 1998. 9. EMPLOYEE BENEFIT PLANS: RETIREMENT PLANS The Company maintains defined contribution profit-sharing and money purchase pension plans (together, the "Plans"), both effective as amended May 1, 1997. Employees who are over 21 years old and whose wages are not governed by a collective bargaining agreement become participants in the Plans after one year of service. A participant is 20% vested after three years of service and 100% vested after seven years. The profit-sharing plan allows for the Company to make discretionary contributions. Under the money purchase pension plan, the Company makes a minimum contribution equal to 10% of all compensation of all participants. Contributions for the Plans were $310,000, $404,000 and $404,000 for the years ended December 31, 1996, 1997 and 1998, respectively. The Company made contributions to employee pension, health and welfare plans for employees under collective bargaining agreements were $1,628,000, $2,027,000 and $2,279,000 for the years ended December 31, 1996, 1997 and 1998, respectively. 10. COMMITMENTS AND CONTINGENCIES: INSURANCE The Company carries a standard range of insurance coverages, including business auto liability, general liability, medical, workers' compensation, excess liability and commercial property. The Company also has an umbrella policy. During 1996, 1997 and 1998, the Company has not had any significant claims or losses on any of these insurance policies. LITIGATION In the normal course of doing business, the Company occasionally becomes a party to a legal case. Specifically, the Company is a party to a legal case regarding construction defects and delay damages. In the opinion of management, pending or threatened litigation involving the Company will not have a material adverse effect on its financial condition or results of operations. PURCHASE COMMITMENTS On July 29, 1998, the Company ordered 12 mixer trucks for a total purchase price of $1,635,000. As of December 31, 1998, the Company had paid a $146,000 deposit to the vendor. It accepted delivery of all 12 trucks during the first quarter of 1999. 11. SIGNIFICANT CUSTOMERS: Significant customers of the Company represented sales (as a percentage of total sales) as follows: FOR THE YEAR ENDED DECEMBER 31 ------------------------------------- 1996 1997 1998 ----------- ----------- ----------- Customer A.............................. 13% 14% 16% Customer B (related party).............. 12 20 22 F-29

CENTRAL CONCRETE SUPPLY CO., INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 12. SIGNIFICANT SUPPLIERS: Significant suppliers of the Company represented purchases (as a percent of total purchases) as follows: FOR THE YEAR ENDED DECEMBER 31 ------------------------------------- 1996 1997 1998 ----------- ----------- ----------- Supplier A.............................. 22% 23% 22% Supplier B.............................. 13 16 19 Supplier C.............................. 19 22 18 Supplier D.............................. 13 10 9 The Company purchased all its lightweight aggregates from a single supplier in 1997 and 1998. 13. SEGMENT REPORTING: SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" requires that companies report separately information about each significant operating segment reviewed by the chief operating decision maker. Management has elected to organize segments based on differences in products and services. All segments that meet a threshold of 10% of revenues, reported profit or loss, or combined assets are defined as significant segments. Based on these requirements, management has identified two reportable segments. The Ready-Mixed segment derives its revenues from the manufacture and sale of ready-mixed concrete and related concrete products. The Westside segment generates revenues through the sale of building materials. Information about other business activities and operating segments that do not meet the reporting thresholds described above are included in the "Other" category. The "Other" category for the Company consists of the administrative and accounting departments. The Company recognizes sales and cost of goods sold by segment. Selling, general and administrative, depreciation, interest costs, and other income (expense) are not monitored by segment. Refer to Note 2 for discussion of types of costs included in the cost categories. The Company does not maintain balance sheet information by segment. Also in 1998, the Company began recording sales discounts, purchase discounts and miscellaneous charges in the Ready-Mixed and Westside segments rather than the administrative department. DECEMBER 31 ------------------------------------------------------------------------------------------ 1996 1997 ------------------------------------------- ------------------------------------------- READY- READY- MIXED WESTSIDE OTHER TOTAL MIXED WESTSIDE OTHER TOTAL ------- -------- --------- --------- ------- -------- --------- --------- Sales................................ $33,112 $ 6,135 $ (43) $ 39,204 $46,077 $8,255 $ (701) $ 53,631 Cost of goods sold................... 26,923 5,064 1,415 33,402 36,301 6,261 1,232 43,794 ------- ------- --------- --------- ------- -------- --------- --------- Gross profit......................... $ 6,189 $ 1,071 (1,458) 5,802 $ 9,776 $1,994 (1,933) 9,837 ======= ======= ======= ======== Selling, general and administrative...................... 3,644 3,644 4,265 4,265 Depreciation......................... 1,203 1,203 1,330 1,330 Interest income...................... 36 36 60 60 Interest expense..................... (221) (221) (286) (286) Other income (expense)............... (3) (3) 26 26 --------- --------- Income before provision for income taxes............................... 767 4,042 Provision (benefit) for income taxes............................... 303 (457) --------- --------- Net Income........................... $ 464 $ 4,499 ========= ========= 1998 ------------------------------------------- READY- MIXED WESTSIDE OTHER TOTAL ------- -------- --------- --------- Sales................................ $57,339 $9,162 $ (2) $ 66,499 Cost of goods sold................... 46,465 7,049 460 53,974 ------- -------- --------- --------- Gross profit......................... $10,874 $2,113 (462) 12,525 ======= ======== Selling, general and administrative...................... 4,712 4,712 Depreciation......................... 930 930 Interest income...................... 179 179 Interest expense..................... (344) (344) Other income (expense)............... 36 36 --------- Income before provision for income taxes............................... 6,754 Provision (benefit) for income taxes............................... 100 --------- Net Income........................... $ 6,654 ========= F-30

CENTRAL CONCRETE SUPPLY CO., INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 14. SUBSEQUENT EVENT: In January, 1999, the Company made cash distributions to its stockholders totaling approximately $551,000. In addition, the Company made a distribution to stockholders of a building with a carrying amount of approximately $1,087,000. The Company now leases the building from its stockholders. 15. EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS (UNAUDITED): In March 1999, the Company and its stockholders entered into a definitive agreement with USC providing for USC's acquisition of the Company. In connection with the acquisition, certain assets with a net book value of $1,155,000 will be retained by the stockholders. If this transaction had been recorded at December 31, 1998, the effect on the accompanying balance sheet would be a decrease in assets and a decrease in stockholders' equity of $1,155,000. In addition, prior to the closing of the acquisition, the Company will make distributions of the Company's estimated S Corporation Accumulated Adjustment Account which at December 31, 1998 was approximately $8,665,000. Upon the closing of the acquisition of the Company by USC, the Company will enter into two new lease agreements with its former stockholders. These leases will provide for $22,700 in combined monthly rentals over an initial lease term of 15 years. F-31

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Walker's Concrete, Inc.: We have audited the accompanying balance sheets of Walker's Concrete, Inc. (the "Company") (a California corporation) as of December 31, 1997 and 1998, and the related statements of operations, stockholder's equity, and cash flows for the years ended December 31, 1996, 1997, and 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Walker's Concrete, Inc. as of December 31, 1997 and 1998, and the results of its operations and its cash flows for the years ended December 31, 1996, 1997, and 1998, in conformity with generally accepted accounting principles. San Francisco, California March 8, 1999 F-32

WALKER'S CONCRETE, INC. BALANCE SHEETS DECEMBER 31, 1997 AND 1998 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 1997 1998 --------- --------- ASSETS CURRENT ASSETS: Cash and cash equivalents....... $ 1,192 $ 1,805 Trade accounts and notes receivable, net of allowance for doubtful accounts of $151 and $238, respectively......... 4,670 5,376 Inventories..................... 257 212 Prepaid expenses................ 148 228 Deferred tax assets............. 125 134 --------- --------- Total current assets....... 6,392 7,755 NOTE RECEIVABLE FROM STOCKHOLDER..... 384 -- PROPERTY, PLANT, AND EQUIPMENT, net................................ 7,315 8,414 CASH SURRENDER VALUE OF LIFE INSURANCE POLICIES................. 426 530 OTHER ASSETS, net.................... 48 19 --------- --------- Total assets............... $ 14,565 $ 16,718 ========= ========= LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES: Current portion of long-term debt............................ $ 555 $ 567 Line of credit.................. 3,232 3,005 Accounts payable and accrued liabilities..................... 3,186 3,125 Income tax payable.............. 26 590 --------- --------- Total current liabilities.................. 6,999 7,287 LONG-TERM DEBT, net of current portion.............................. 870 813 DEFERRED TAX LIABILITY............... 976 1,101 COMMITMENTS AND CONTINGENCIES STOCKHOLDER'S EQUITY: Common stock, $1 par: 100,000 shares authorized; 4,000 shares outstanding.................... 4 4 Additional paid-in capital...... 38 38 Retained earnings............... 5,678 7,475 --------- --------- Total stockholder's equity....................... 5,720 7,517 --------- --------- Total liabilities and stockholder's equity......... $ 14,565 $ 16,718 ========= ========= The accompanying notes are an integral part of these statements. F-33

WALKER'S CONCRETE, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998 (IN THOUSANDS) 1996 1997 1998 --------- --------- --------- SALES................................ $ 31,008 $ 37,990 $ 41,615 COST OF GOODS SOLD................... 26,162 31,141 33,756 COST OF GOODS SOLD FROM RELATED PARTY................................ 293 657 772 --------- --------- --------- Gross profit............... 4,553 6,192 7,087 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................... 2,155 2,953 3,022 DEPRECIATION AND AMORTIZATION EXPENSE............................ 767 828 896 --------- --------- --------- Income from operations..... 1,631 2,411 3,169 OTHER INCOME (EXPENSE): Interest expense, net........... (339) (379) (377) Other income, net............... 412 137 307 --------- --------- --------- Income before provision for taxes...................... 1,704 2,169 3,099 PROVISION FOR TAXES.................. 793 860 1,262 --------- --------- --------- Net income................. $ 911 $ 1,309 $ 1,837 ========= ========= ========= The accompanying notes are an integral part of these statements. F-34

WALKER'S CONCRETE, INC. STATEMENTS OF STOCKHOLDER'S EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998 (IN THOUSANDS, EXCEPT SHARE AMOUNTS) COMMON STOCK ADDITIONAL TOTAL ---------------- PAID-IN RETAINED STOCKHOLDER'S SHARES AMOUNT CAPITAL EARNINGS EQUITY ------ ------ ---------- -------- -------------- BALANCE, December 31, 1995........... 4,000 $ 4 $ 38 $3,518 $3,560 Net income...................... -- -- -- 911 911 Distributions................... -- -- -- (20) (20) ------ ------ --- -------- -------------- BALANCE, December 31, 1996........... 4,000 4 38 4,409 4,451 Net income...................... -- -- -- 1,309 1,309 Distributions................... -- -- -- (40) (40) ------ ------ --- -------- -------------- BALANCE, December 31, 1997........... 4,000 4 38 5,678 5,720 Net income...................... -- -- -- 1,837 1,837 Distributions................... -- -- -- (40) (40) ------ ------ --- -------- -------------- BALANCE, December 31, 1998........... 4,000 $ 4 $ 38 $7,475 $7,517 ====== ====== === ======== ============== The accompanying notes are an integral part of these statements. F-35

WALKER'S CONCRETE, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998 (IN THOUSANDS) 1996 1997 1998 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income............................ $ 911 $ 1,309 $ 1,837 Adjustments to reconcile net income to net cash provided by operating activities:........................ Depreciation and amortization.... 767 828 896 Net loss (gain) on sale of property, plant and equipment..................... (73) 63 (60) Deferred income tax provision.... 13 250 115 Changes in operating assets and liabilities: Trade accounts and notes receivable, net of allowances................. (901) (870) (717) Inventories................... (34) (74) 45 Prepaid expenses and other assets..................... (69) 4 (64) Accounts payable and accrued liabilities................ (639) 567 (61) Income tax payable............ 134 (348) 564 --------- --------- --------- Net cash provided by operating activities............ 109 1,729 2,555 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Decrease (increase) in cash surrender value of life insurance............ (100) 18 (104) Purchases of property, plant, and equipment.......................... (1,187) (1,541) (2,066) Proceeds from sales of property, plant, and equipment............... 87 40 145 --------- --------- --------- Net cash used in investing activities............ (1,200) (1,483) (2,025) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings from line of credit.... 663 929 (227) Proceeds from long-term debt.......... 710 317 598 Repayments on long-term debt.......... (432) (570) (643) Dividends paid to stockholders........ -- -- (40) Repayments on notes receivable to stockholders....................... 150 270 395 --------- --------- --------- Net cash provided by financing activities............ 1,091 946 83 --------- --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS........................... -- 1,192 613 CASH AND CASH EQUIVALENTS, at beginning of year............................... -- -- 1,192 --------- --------- --------- CASH AND CASH EQUIVALENTS, at end of year.................................. $ -- $ 1,192 $ 1,805 ========= ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for interest........................... $ 334 $ 377 $ 376 Cash paid during the year for income taxes.............................. 638 962 583 SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTION: Dividend and reduction of notes receivable to stockholder.......... (20) (40) -- The accompanying notes are an integral part of these statements. F-36

WALKER'S CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 1. BUSINESS AND ORGANIZATION: Walker's Concrete, Inc. (the "Company"), a California corporation, is engaged in the production and distribution of ready-mix concrete. The Company operates four plant locations in Hayward, Oakland, and San Jose, California. The Company and its stockholders intend to enter into a definitive agreement with U.S. Concrete, Inc. (USC), a recently formed entity organized to acquire ready mixed companies. Pursuant to this transaction, the Company's stockholders will exchange all the outstanding common stock of the Company for cash and shares of USC common stock concurrent with the closing of USC's initial public offering. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION The Company has prepared these financial statements on the accrual basis of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist primarily of cash and cash equivalents, trade accounts and notes receivable, note receivable from stockholder, a loan receivable, the cash surrender value of life insurance policies, accounts payable, lines of credit, and long-term debt. The Company believes that the carrying values of these instruments on the accompanying balance sheets approximate their fair values, because of the length of their maturities or existence of interest rates that approximate market rates. CASH AND CASH EQUIVALENTS The Company records as cash equivalents all highly liquid investments having maturities of three months or less at the date of purchase. At December 31, 1997 and 1998, the Company maintained cash balances in various financial institutions in excess of federally insured limits. CONCENTRATION OF CREDIT RISK The Company sells to various construction contractors that may be affected by changes in economic or other external conditions. The Company manages its exposure to credit risk through ongoing credit evaluations and, where appropriate, requires that its customers furnish adequate collateral before credit is granted. As of December 31, 1997 and 1998, one customer represented 19% and 11% of trade accounts receivable, respectively. INVENTORIES Inventories consist primarily of raw materials, repair parts, and building materials for resale that the Company holds for use or sale in the ordinary course of business. The Company uses the first-in, first out method to value inventories at the lower of cost or market. At December 31, 1997 and 1998, management believes the Company had incurred no material impairments in the carrying values of its inventories. F-37

WALKER'S CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) PREPAID EXPENSES Prepaid expenses primarily include amounts the Company has paid for fuel, tires, shop parts, licenses, and insurance. The Company expenses or amortizes all prepaid amounts as used or over the period of benefit, as applicable. PROPERTY, PLANT, AND EQUIPMENT, NET The Company records property, plant, and equipment at cost or, in the case of equipment acquired under capital leases, at the present value of future lease payments. It uses the straight-line method to compute depreciation of these assets over their estimated useful lives or remaining lease terms. The Company expenses maintenance and repair cost when incurred and capitalizes and depreciates expenditures for major renewals and betterments that extend the useful lives of existing assets. When the Company retires or disposes of property, plant, and equipment, it removes the related cost and accumulated depreciation from the accounts and reflects any resulting gain or loss in its statements of operations. ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company provides an allowance for accounts receivable that it believes may not be fully collectible. CASH SURRENDER VALUE OF LIFE INSURANCE POLICIES The Company owns various life insurance policies covering its stockholder. It records the cash surrender value of these policies as an asset. It expenses the premiums related to these policies to the extent that they exceed the increase in the underlying cash surrender value of the policies. SALES AND EXPENSES The Company derives its sales primarily from supplying ready-mixed concrete to contractors. The Company recognizes sales when products are delivered. Costs of goods sold consist primarily of product costs and operating expenses. Operating expenses consist primarily of repairs and maintenance, gas and oil, and insurance. Selling expenses consist primarily of sales commissions, salaries of sales managers, travel and entertainment expenses, trade show expenses, and automobile allowances. General and administrative expenses consist primarily of executive compensation and related benefits, administrative salaries and benefits, office rent and utilities, communication expenses, and professional fees. INCOME TAXES The Company follows the liability method of accounting for income taxes. Under this method, the Company records deferred income taxes based on temporary differences between the financial reporting and tax bases of assets and liabilities and measures those taxes using enacted tax rates and laws that will be in effect when the Company recovers those assets or settles those liabilities, as the case may be. ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates its plant assets for impairment. The Company assesses the recoverability of assets other than plant based on its anticipated future cash flows from its assets. If facts and circumstances lead the Company's management to believe the cost of one of its assets may be impaired, the Company will (a) evaluate the extent to which that cost is recoverable by comparing the future undiscounted cash flows estimated to be associated with that asset to that asset's carrying amount and (b) write-down that carrying amount to market value or discounted cash flow value to the extent necessary. Using this approach, the Company's management has determined that the cash flows from each plant would be sufficient to recover the carrying value of the Company's long-lived assets as of December 31, 1997 and 1998, and therefore that those values were not impaired at those dates. F-38

WALKER'S CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) COLLECTIVE BARGAINING AGREEMENTS The Company is party to various collective bargaining agreements with labor unions. The agreements require the Company to pay specified wages and provide certain benefits to its union employees. These agreements will expire at various times through 2002. 3. PROPERTY, PLANT, AND EQUIPMENT, NET: Property, plant, and equipment consist of the following: ESTIMATED DECEMBER 31 USEFUL LIVES -------------------- IN YEARS 1997 1998 ------------ --------- --------- (IN THOUSANDS) Land................................. -- $ 1,757 $ 1,757 Building and improvements............ 7-30 412 412 Machinery and equipment.............. 5-20 4,938 5,811 Mixers, trucks, and other vehicles... 5-12 8,292 9,223 Furniture and fixtures............... 7 129 143 --------- --------- 15,528 17,346 Less: Accumulated depreciation....... (8,213) (8,932) --------- --------- Property, plant, and equipment, net........................... $ 7,315 $ 8,414 ========= ========= 4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS: Trade accounts receivable and notes receivable consist of the following: DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Accounts receivable, trade........... $ 4,639 $ 5,518 Notes receivable..................... 182 96 --------- --------- 4,821 5,614 Less: Allowance for doubtful accounts............................. (151) (238) --------- --------- Trade accounts and notes receivable, net.................................. $ 4,670 $ 5,376 ========= ========= Notes receivable consist mainly of a note receivable from a third party. This note is payable in minimum monthly installments of $5,000, with interest accruing at the rate of 10%. The final payment is due June 2000. Accounts payable and accrued liabilities consist of the following: DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Accounts payable, trade.............. $ 2,376 $ 2,110 Accrued compensation and benefits.... 509 706 Other accrued liabilities............ 301 309 --------- --------- $ 3,186 $ 3,125 ========= ========= F-39

WALKER'S CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 5. DEBT: LINE OF CREDIT The Company has a line of credit agreement with a bank that provides for borrowings of up to $4,000,000 secured by the Company's accounts receivable. This agreement expires on October 31, 1999. Interest is paid monthly at the reference rate plus 1.0%. This Company is subject to covenants under this debt agreement, including minimum tangible net worth, maximum ratio of debt to tangible net worth, minimum debt service coverage ratio, and profitability requirements. The following information relates to the line of credit for each of the following periods: YEAR ENDED DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Maximum amount outstanding........... $ 3,575 $ 3,572 Average amount outstanding........... $ 2,846 $ 2,494 Weighted average interest rate....... 9.7% 9.5% Effective interest rate at end of period............................... 9.5% 9.5% Prime interest rate at end of period............................... 8.5% 8.5% On February 19, 1999, the Company restructured their debt lines. The effect of this restructure was to extend the expiration date of the line of credit to October 31, 2001, modify the debt covenants and grant an additional equipment loan. LONG-TERM DEBT Long-term debt consists of the following as of December 31: 1997 1998 --------- --------- (IN THOUSANDS) Mortgage, payable in monthly principal installments of $6 through July 2004, plus interest at 1.5% over the bank's index rate. The interest rate at December 31, 1998, was 10.6%. This loan is secured by land............................... $ 450 $ 331 Equipment loan, payable in monthly principal installments of $13, plus interest at 8.6%. This loan is secured by equipment; all unpaid principal and interest is due on July 1, 1999....................... 244 90 Equipment loan, payable in monthly principal installments of $10, plus interest at 8.59%. This loan is secured by equipment. All unpaid principal and interest is due on April 3, 2000...................... 277 158 Equipment loan, payable in monthly principal installments of $5, plus interest at 8.76%. This loan is secured by equipment; all unpaid principal and interest is due on August 3, 2000..................... 158 99 Equipment loan, payable in monthly principal installments of $7, plus interest at 9.04%. This loan is secured by equipment; all unpaid principal and interest is due on May 1, 2001........................ 272 192 Equipment loan, payable in monthly principal installments of $12, plus interest at 7.8%. This loan is secured by equipment; all unpaid principal and interest is due on May 5, 2002........................ -- 510 Other, payable in monthly principal installments of $5, including interest at 5%. Final payment was made on May 5, 1998........................ 24 -- --------- --------- 1,425 1,380 Less: Current portion................ (555) (567) --------- --------- $ 870 $ 813 ========= ========= F-40

WALKER'S CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) Scheduled maturities of long-term debt are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 567 2000............................ 378 2001............................ 253 2002............................ 132 2003............................ 50 --------- $ 1,380 ========= 6. COMMITMENTS AND CONTINGENCIES: The Company leases certain operating and office facilities under operating lease agreements. These leases are noncancellable and expire on various dates throughout 2001. Minimum lease payments under these agreements are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 85 2000............................ 1 2001............................ 1 --- $ 87 === Total rent expense under all operating leases was approximately $1,000, $8,000, and $85,000 for the years ended December 31, 1996, 1997, and 1998, respectively. Pursuant to the lease agreement for the San Jose site, the Company is required to purchase an annual minimum volume of coarse aggregate of $796,000 from the lessor, through December 31, 1999. 7. INCOME TAXES: The provision for federal and state income taxes is as follows: FOR THE YEAR ENDED DECEMBER 31 ------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS) Federal: Current......................... $ 604 $ 474 $ 897 Deferred........................ 9 199 92 State: Current......................... 177 136 250 Deferred........................ 3 51 23 --------- --------- --------- $ 793 $ 860 $ 1,262 ========= ========= ========= F-41

WALKER'S CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) Actual income tax expense differs from income tax expense computed by applying the U.S. federal statutory corporate tax rate of 35% to income before provision for income taxes as follows: FOR THE YEAR ENDED DECEMBER 31 ------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS) Provision at the statutory rate......... $ 597 $ 759 $ 1,085 Increase (decrease) resulting from: State income tax, net of federal benefit.......................... 117 121 178 Non-deductible expenses............ 79 (20) (1) --------- --------- --------- $ 793 $ 860 $ 1,262 ========= ========= ========= The tax effects of temporary differences representing deferred tax assets and liabilities result principally from the following: FOR THE YEAR ENDED DECEMBER 31 ------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS) Deferred income tax assets -- Accrued Expenses................... 128 49 68 Capital Loss Carryover............. 18 18 18 Inventory.......................... -- 15 25 Allowance for Doubtful Accounts.... 68 61 41 Other.............................. 18 -- -- --------- --------- --------- Total deferred income tax assets...................... 232 143 152 Valuation Allowance................ (18) (18) (18) --------- --------- --------- Total deferred income tax assets...................... 214 125 134 Deferred income tax liabilities -- Property, Plant & Equipment........ (816) (976) (1,101) --------- --------- --------- Net deferred income tax liabilities................. (602) (851) (967) ========= ========= ========= 8. RELATED-PARTY TRANSACTIONS: The Company's sole stockholder owns a transport business that hauls material for the Company. For the years ended December 31, 1996, 1997, and 1998, payments for hauling services totaled $293,000, $657,000, and $772,000, respectively. The Company's sole stockholder owns a charter service that provides executive aircraft services to the Company. For the years ended December 31, 1997 and 1998, payments for executive aircraft services totaled $40,000 and $38,000, respectively. No services were provided during 1996. In 1993, the transport company described above loaned the Company $250,000. The note was payable in minimum monthly principal installments of $5,000 plus interest at the rate of 7%. The final payment was made on December 31, 1997. During the year ended December 31, 1997, principal and interest payments made totaled $60,000 and $2,000, respectively. In 1994, the Company loaned the sole stockholder $797,000. An additional amount of $82,000 was loaned on January 1, 1997. The note is payable in minimum monthly installments of $3,000, with interest accruing at the rate of 7% per annum. During the years ended December 31, 1997 and 1998, principal payments totaled $310,000 and $395,000, respectively. Interest earned for the years ended December 31, 1997 and 1998, was $42,000 and $11,000, respectively. F-42

WALKER'S CONCRETE, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) On January 1, 1997, a life insurance policy was transferred from the Company to its stockholder for consideration of $82,000. This transfer resulted in a loss to the Company of $68,000 which was expensed in 1997. 9. EMPLOYEE BENEFIT PLANS: The Company has a money purchase pension plan. The Company annually contributes a mandatory 15 percent of each eligible employee's salary. To be eligible, an employee must be nonunion and must accumulate 1,000 hours of service per year in addition to obtaining age 21. Benefit expense for the years ended December 31, 1996, 1997, and 1998, was approximately $128,000, $135,000, and $152,000, respectively. The Company made contributions to employee pension, health, and welfare plans for employees under collective bargaining agreements were $674,000, $840,000, and $908,000 for the years ended December 31, 1996, 1997, and 1998, respectively. 10. COMMITMENTS AND CONTINGENCIES: INSURANCE The Company carries a standard range of insurance coverages, including business auto liability, general liability, medical, workers' compensation, excess liability and commercial property. The Company also has an umbrella policy. During 1996, 1997 and 1998, the Company has not had any significant claims or losses on any of these insurance policies. LITIGATION In the normal course of doing business, the Company occasionally becomes a party to litigation. In the opinion of management, pending or threatened litigation involving the Company will not have a material adverse material effect on its financial condition. 11. SIGNIFICANT CUSTOMERS: The Company had sales of approximately 12% of total sales to one major customer for the year ended December 31, 1996, sales of approximately 17% and 11% of total sales to two major customers for the years ended December 31, 1997, and sales of approximately 17% of total sales to one major customer for the year ended December 31, 1998. 12. SIGNIFICANT SUPPLIERS: The Company purchased approximately 39%, 28%, 15%, and 12% of its materials from four suppliers for 1996; 35%, 30%, and 12% of its materials from three suppliers for 1997; and 26%, 22%, 18%, and 13% of its materials from five suppliers for 1998. 13. EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS (UNAUDITED): In March 1999, the Company and its stockholders entered into a definitive agreement with USC providing for USC's acquisition of the Company. In connection with the acquisition, certain non-operating assets with a net book value of $500,000 will be retained by the stockholders. Had this transaction been recorded at December 31, 1998, the effect on the accompanying balance sheet would be a decrease in assets and a decrease in stockholder's equity of $500,000. F-43

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Bay Cities Building Materials Co., Inc.: We have audited the accompanying consolidated balance sheets of Bay Cities Building Materials Co., Inc. (a California corporation) and subsidiary (collectively, the "Company") as of December 31, 1997 and 1998, and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 1996, 1997 and 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bay Cities Building Materials Co., Inc. and subsidiary as of December 31, 1997 and 1998, and the results of their consolidated operations and their consolidated cash flows for the years ended December 31, 1996, 1997 and 1998, in conformity with generally accepted accounting principles. San Francisco, California January 29, 1999 F-44

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1997 AND 1998 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) 1997 1998 --------- --------- ASSETS CURRENT ASSETS: Cash and cash equivalents....... $ 343 $ 2,642 Trade accounts and notes receivable, net of allowance for doubtful accounts of $50... 8,503 7,871 Receivables from related-party................... 250 309 Inventories..................... 106 124 Prepaid expenses................ 18 15 Short-term investment........... 200 500 --------- --------- Total current assets....... 9,420 11,461 NOTE RECEIVABLE FROM STOCKHOLDERS, net of unamortized discount of $42 and $34, respectively.............. 193 201 PROPERTY, PLANT AND EQUIPMENT, net... 4,206 5,494 LONG-TERM INVESTMENT................. 500 -- OTHER ASSETS, net.................... 11 11 --------- --------- Total assets............... $ 14,330 $ 17,167 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt............................ $ 297 $ 335 Accounts payable................ 6,513 6,995 Related-party accounts payable......................... 122 59 Accrued liabilities and other payables........................ 1,295 1,823 --------- --------- Total current liabilities.................. 8,227 9,212 LONG-TERM DEBT, net of current portion.............................. 1,875 2,209 DEFERRED TAX LIABILITIES............. 578 706 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $10 par; 20,000 shares authorized, 4,088.58 shares issued and outstanding.................... 41 41 Additional paid-in capital...... 38 38 Retained earnings............... 3,571 4,961 --------- --------- Total stockholders' equity....................... 3,650 5,040 --------- --------- Total liabilities and stockholders' equity......... $ 14,330 $ 17,167 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. F-45

BAY CITIES BUILDINGS MATERIALS CO., INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 (IN THOUSANDS) 1996 1997 1998 --------- --------- --------- SALES................................ $ 30,496 $ 45,312 $ 53,600 COST OF GOODS SOLD................... 27,287 40,292 46,766 --------- --------- --------- Gross profit............... 3,209 5,020 6,834 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................... 2,090 2,778 3,962 DEPRECIATION AND AMORTIZATION........ 458 458 505 --------- --------- --------- Income from operations..... 661 1,784 2,367 OTHER INCOME (EXPENSE): Interest expense, net.............. (186) (136) (156) Other income, net.................. 177 49 141 --------- --------- --------- Income before provision for income taxes............ 652 1,697 2,352 PROVISION FOR INCOME TAXES........... 260 696 962 --------- --------- --------- Net income................. $ 392 $ 1,001 $ 1,390 ========= ========= ========= The accompanying notes are an integral part of these consolidated financial statements. F-46

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998 (IN THOUSANDS, EXCEPT SHARE AMOUNTS) COMMON STOCK ADDITIONAL TOTAL ------------------- PAID-IN RETAINED STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS EQUITY ---------- ------ ---------- -------- ------------- BALANCE, December 31, 1995........... 4,088.58 $ 41 $ 38 $2,178 $ 2,257 Net income...................... -- -- -- 392 392 ---------- ------ --- -------- ------------- BALANCE, December 31, 1996........... 4,088.58 41 38 2,570 2,649 Net income...................... -- -- -- 1,001 1,001 ---------- ------ --- -------- ------------- BALANCE, December 31, 1997........... 4,088.58 41 38 3,571 3,650 Net income...................... -- -- -- 1,390 1,390 ---------- ------ --- -------- ------------- BALANCE, December 31, 1998........... 4,088.58 $ 41 $ 38 $4,961 $ 5,040 ========== ====== === ======== ============= The accompanying notes are an integral part of these consolidated financial statements. F-47

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996 , 1997 AND 1998 (IN THOUSANDS) 1996 1997 1998 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income......................... $ 392 $ 1,001 $ 1,390 Adjustments to reconcile net income to net cash provided by operating activities -- Depreciation and amortization............... 458 458 505 Deferred income tax provision (benefit).................. 156 420 (25) Net gain on sale of property and equipment.............. (155) (12) 128 Changes in operating assets and liabilities -- Trade accounts and notes receivable, net of allowances.............. 250 (4,709) 573 Inventories................ (21) 152 (18) Prepaid expenses........... (53) 55 3 Other assets............... 33 (5) (9) Accounts payable........... (847) 3,066 419 Accrued liabilities and other payables.......... 276 100 528 --------- --------- --------- Net cash provided by operating activities......... 489 526 3,494 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant, and equipment.......................... (465) (807) (1,806) Proceeds from sales of property, plant and equipment................ 163 12 39 Increase in note receivable from stockholders, net of unamortized discount........................ -- (188) -- Purchase of long-term investments........................ (700) -- -- Proceeds from liquidation of investment...................... -- -- 200 Repayments on note receivable from stockholders.................... 1,053 -- -- --------- --------- --------- Net cash provided by (used in) investing activities......... 51 (983) (1,567) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt....... 179 214 913 Repayments on long-term debt....... (295) (334) (541) --------- --------- --------- Net cash provided by (used in) financing activities......... (116) (120) 372 --------- --------- --------- NET INCREASE (DECREASE) IN CASH...... 424 (577) 2,299 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR.................. 496 920 343 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF YEAR............................... $ 920 $ 343 $ 2,642 ========= ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for interest........................... $ 226 $ 197 $ 217 Cash paid during the year for income taxes....................... -- 182 315 The accompanying notes are an integral part of these consolidated financial statements. F-48

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998 1. BUSINESS AND ORGANIZATION: Bay Cities Building Materials Co., Inc., a California corporation and its wholly owned subsidiary (together, the "Company"), as of March 6, 1957, is engaged in the production and distribution of ready-mixed concrete products in the San Francisco Bay Area and Sacramento metropolitan area. The Company has 10 batch plants. The Company and its stockholders intend to enter into a definitive agreement with U.S. Concrete, Inc. ("USC"), a recently formed entity organized to acquire ready mixed companies. Pursuant to this transaction, the Company's stockholders will exchange all the outstanding common stock of the Company for cash and shares of USC common stock concurrent with the closing of USC's initial public offering. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION The Company has prepared these consolidated financial statements on the accrual basis of accounting. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Bay Cities Building Materials Co., Inc., and its subsidiary, B.C.B.M. Transport, Inc. ("BCBM"). BCBM's September 30, 1997 and 1998, year-end balances are consolidated in these financial statements. All material intercompany transactions have been eliminated in consolidation. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist primarily of cash and investments in certificates of deposit, accounts receivable, notes receivable, accounts payable and long-term debt. The Company believes that the carrying values of these instruments on the accompanying consolidated balance sheets approximates their fair values because of the length of their maturities or the existence of interest rates that approximates market rates. CASH AND CASH EQUIVALENTS The Company records as cash equivalents all highly liquid investments having maturities of three months or less at the date of purchase. At December 31, 1997 and 1998, the Company maintained cash balances in various financial institutions in excess of federally insured limits. INVESTMENTS The Company classifies securities with maturities longer than three months that the Company intends to hold to maturity as investments and, classifies them as either current or noncurrent assets based on the maturity date of the security. As of December 31, 1997 and 1998, the Company held $700,000 and $500,000, respectively, of interest-bearing certificates of deposit, which were classified as "held-to-maturity" securities. The carrying basis of these investments approximated fair value. F-49

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) CONCENTRATION OF CREDIT RISK The Company sells to various construction contractors that may be affected by changes in economic or other external conditions. The Company manages its exposure to credit risk through ongoing credit evaluations and, where appropriate, requires that its customers furnish adequate collateral before credit is granted. The Company did not have any significant concentration of credit in any customers as of December 31, 1997 and 1998. The Company had revenues from one project with multiple contractors that represented 28.1%, 24.9% and 4.0%, of revenues for 1998, 1997 and 1996, respectively. INVENTORIES Inventories consist primarily of raw materials for resale that the Company holds for use in the ordinary course of business. The Company uses the first-in, first-out method to value inventories at the lower of cost or market. At December 31, 1997 and 1998, management believes the Company had incurred no material impairments in the carrying values of its inventories. PROPERTY, PLANT AND EQUIPMENT, NET The Company states property, plant and equipment at cost and uses the straight-line method to compute depreciation of these assets over their estimated useful lives or remaining lease terms. Expenditures for maintenance and repairs are charged to expense when incurred, and the Company capitalizes and depreciates expenditures for major renewals and betterments that extend the useful lives of existing assets. When the Company retires or disposes of property, plant and equipment, it removes the related cost and accumulated depreciation from the accounts, and reflects any resulting gain or loss in the consolidated statements of operations. ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company provides an allowance for accounts receivable that it believes may not be fully collectible. At December 31, 1997 and 1998, the allowance was $50,000. SALES AND EXPENSES The Company derives its sales primarily from the production and delivery of ready-mix concrete, building materials for resale and related concrete products. The Company recognizes sales when products are delivered. Cost of goods sold consists primarily of product costs and operating expenses. Operating expenses consist of wages and benefits of union employees, plant operations, repairs and maintenance, and truck expenses. Selling expenses consist primarily of sales commissions, salaries of sales managers, travel and entertainment expenses, and trade show expenses. General and administrative expenses consist primarily of executive compensation and related benefits, administrative salaries and benefits, office rent and utilities, communication expenses, and professional fees. INCOME TAXES The Company follows the liability method of accounting for income taxes. Under this method, the Company records deferred income tax balances based on temporary differences between the financial reporting and tax bases of assets and liabilities and measures those taxes using enacted tax rates and laws that will be in effect when the Company recovers those assets or settles those liabilities, as the case may be. ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates its plant assets for impairment. The Company assesses the recoverability of assets based upon anticipated future cash flows from its assets. If facts and circumstances lead the Company's management to believe that the cost of one of its assets may be impaired, the Company will (a) evaluate the extent to which that cost is recoverable by comparing the future undiscounted cash flows estimated to be associated with that asset to that asset's carrying amount and (b) write-down that carrying F-50

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) amount to market value or discounted cash flow value to the extent necessary. Using this approach, the Company's management determined that the cash flows would be sufficient to recover the carrying value of the Company's long lived assets as of December 31, 1997 and 1998, and, therefore, that those values were not impaired at that date. COLLECTIVE BARGAINING AGREEMENTS The Company is party to various collective bargaining agreements with labor unions. The agreements require the Company to pay specified wages and provide certain benefits to its union employees. These agreements will expire at various times through 2002. 3. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment consist of the following: ESTIMATED USEFUL DECEMBER 31 LIVES -------------------- IN YEARS 1997 1998 -------------- --------- --------- (IN THOUSANDS) Land................................. -- $ 1,766 $ 2,256 Building and improvements............ 7-30 3,577 4,431 Machinery and equipment.............. 3-15 468 468 Mixers, trucks and other vehicles.... 3-12 5,417 5,705 Furniture and fixtures............... 3-15 29 29 --------- --------- 11,257 12,889 Less -- Accumulated depreciation..... (7,051) (7,395) --------- --------- Property, plant and equipment, net........................... $ 4,206 $ 5,494 ========= ========= 4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS: Trade accounts receivable and notes receivable consist of the following: DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Trade accounts receivable............ $ 8,548 $ 7,889 Notes and other receivables.......... 5 32 Less -- Allowance for doubtful accounts............................. (50) (50) --------- --------- $ 8,503 $ 7,871 ========= ========= Accrued liabilities and other payables consist of the following: DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Accrued compensation and benefits.... $ 355 $ 611 Sales tax payable.................... 373 392 Income taxes payable................. 554 754 Other accrued liabilities............ 13 66 --------- --------- $ 1,295 $ 1,823 ========= ========= F-51

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 5. LONG-TERM DEBT: Long-term debt, consists of the following: DECEMBER 31 -------------------- 1997 1998 --------- --------- (IN THOUSANDS) Notes payable to bank with interest ranging from 6.0% to 10.25%, with monthly principal and interest payments, maturing January 1998 through 2005, and ranging from 8.25% to prime plus 1.5% (prime of 7.75% at December 31, 1998), with monthly principal and interest payments, maturing January 1999 through 2005, for the years ended December 31, 1997 and 1998, respectively, secured by machinery equipment and land................. $ 1,552 $ 1,704 Note payable at 7.50%, interest only payable monthly, principal due 2002, secured by property...... 620 620 Note payable at 7.58%, with monthly principal and interest payments, due 2001, secured by equipment..... -- 220 --------- --------- 2,172 2,544 Less -- Current portion.............. (297) (335) --------- --------- $ 1,875 $ 2,209 ========= ========= Scheduled maturities of long-term debt are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 335 2000............................ 336 2001............................ 349 2002............................ 218 2003............................ 754 Thereafter...................... 552 --------- $ 2,544 ========= 6. LEASES: The Company leases land, equipment, and vehicles under operating lease agreements. These leases are noncancelable and expire on various dates through 2003. Minimum lease payments under these agreements are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 1,334 2000............................ 1,160 2001............................ 800 2002............................ 602 2003............................ 223 --------- $ 4,119 ========= Total rent expense under all operating leases was $713,000, $1,045,000, and $1,296,000 for the years ended December 31, 1996, 1997 and 1998, respectively. F-52

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 7. INCOME TAXES: The provision for federal and state income taxes is as follows: FOR THE YEAR ENDED DECEMBER 31, ------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS) Federal -- Current......................... $ 164 $ 243 $ 655 Deferred........................ 36 302 98 State -- Current......................... 76 32 180 Deferred........................ (16) 119 29 --------- --------- --------- $ 260 $ 696 $ 962 ========= ========= ========= Actual income tax expense differs from the income tax expense computed by applying the U.S. federal statutory corporate tax rate of 35% to income before income taxes as follows: FOR THE YEAR ENDED DECEMBER 31 ------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS) Provision at the statutory rate...... $ 228 $ 595 $ 823 Increase (decrease) resulting from -- State income tax, net of federal benefit......................... 38 98 136 Nondeductible expenses.......... (6) 3 3 --------- --------- --------- $ 260 $ 696 $ 962 ========= ========= ========= The tax effects of temporary differences representing deferred tax assets and liabilities principally from the following: FOR THE YEAR ENDED DECEMBER 31 ------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS) Deferred tax assets -- Minimum tax credit.............. 10 95 103 NOL............................. 188 -- -- Other........................... -- 2 -- Allowance for doubtful accounts........................ 84 20 20 --------- --------- --------- Total deferred tax assets..................... 282 117 123 Deferred tax liabilities -- Depreciation expense............ (415) (462) (653) Investments..................... -- (233) (175) Other........................... (25) -- -- --------- --------- --------- Total deferred tax liabilities................ (440) (695) (828) --------- --------- --------- Net deferred tax liabilities................ $ (158) $ (578) $ (705) ========= ========= ========= The Company believes that all tax assets are realizable and therefore has not offset any of these balances with a valuation allowance. F-53

BAY CITIES BUILDING MATERIALS CO., INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 8. RELATED-PARTY TRANSACTIONS: The Company's sales include $157,000, $62,000 and $87,000 in 1996, 1997 and 1998, respectively, for sales to a contracting company in which one of the Company's stockholders has an ownership interest. In 1997, the Company advanced its two principal stockholders $188,000 in return for a note receivable in the amount of $235,000 and for interest on the advance at an annual interest rate of 4%. Principal payments to the Company are not due until February 1, 2003, which is the maturity date of the note. The note is secured by an apartment building that is owned by the stockholders. As of December 31, 1997 and 1998, the note receivable from stockholders, net of unamortized discount, was $193,000 and $201,000, respectively. During the years ended December 31, 1997 and 1998, the Company recorded interest income of approximately $10,000 and $16,000, respectively, including discount amortization of $5,000 and $8,000, respectively. 9. EMPLOYEE BENEFIT PLANS: The Company offers its nonunion employees a profit-sharing plan (the "Plan"), which covers all employees who have completed at least 1,000 hours of service in a 12-month period subsequent to employment. The Company may declare a discretionary contribution annually, which is placed into a trust fund for the benefit of Plan participants. The Company made discretionary profit-sharing contributions of $142,000, $215,000 and $200,000 for the years ended December 31, 1996, 1997 and 1998, respectively. The Company made contributions to employee pension, health and welfare plans for employees under collective bargaining agreements were $619,000, $759,000 and $838,000 for the years ended December 31, 1996, 1997 and 1998, respectively. 10. COMMITMENTS AND CONTINGENCIES: INSURANCE The Company carries a standard range of insurance coverage, including business auto liability, general liability, medical, workers' compensation, excess liability and commercial property. The Company also has an umbrella policy. During 1996, 1997 and 1998, the Company has not had any significant claims or losses on any of these insurance policies. LITIGATION In the normal course of doing business, the Company occasionally becomes a party to litigation. In the opinion of management, pending or threatened litigation involving the Company as of December 31, 1998, will not have a material effect on its financial condition or results of operations. 11. EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS (UNAUDITED): In February 1999, the Company and its stockholders entered into a definitive agreement with USC providing for USC's acquisition of the Company. F-54

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Opportunity Concrete Corporation: We have audited the accompanying balance sheet of Opportunity Concrete Corporation (the Company) (a District of Columbia corporation) as of December 31, 1998, and the related statements of operations, stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Opportunity Concrete Corporation as of December 31, 1998, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Washington, D.C. January 29, 1999 F-55

OPPORTUNITY CONCRETE CORPORATION BALANCE SHEET AS OF DECEMBER 31, 1998 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) ASSETS CURRENT ASSETS: Cash and cash equivalents....... $ 1,634 Accounts receivable............. 504 Inventories..................... 72 Prepaid expenses................ 134 Other current assets............ 3 --------- Total current assets....... 2,347 PROPERTY, PLANT AND EQUIPMENT, net... 2,060 OTHER ASSETS, net.................... 42 --------- Total assets............... $ 4,449 ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt............................ $ 298 Accounts payable and accrued liabilities..................... 509 --------- Total current liabilities.................. 807 LONG-TERM DEBT, net of current portion.............................. 684 DEFERRED TAX LIABILITY............... 69 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $100 par; 500 shares authorized, 140 shares outstanding.................... 14 Additional paid-in capital...... 7 Retained earnings............... 2,868 --------- Total stockholders' equity....................... 2,889 --------- Total liabilities and stockholders' equity......... $ 4,449 ========= The accompanying notes are an integral part of this financial statement. F-56

OPPORTUNITY CONCRETE CORPORATION STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS) SALES................................ $ 16,180 COST OF GOODS SOLD................... 11,296 --------- Gross profit............... 4,884 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................... 2,352 DEPRECIATION AND AMORTIZATION EXPENSE............................ 245 --------- Operating income........... 2,287 OTHER INCOME: Interest, net................... 8 Other income, net............... 14 --------- Income before provision for income taxes.............. 2,309 PROVISION FOR INCOME TAXES........... 187 --------- Net income...................... $ 2,122 ========= The accompanying notes are an integral part of this financial statement. F-57

OPPORTUNITY CONCRETE CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS, EXCEPT SHARE AMOUNTS) COMMON STOCK ADDITIONAL TOTAL ------------------ PAID-IN RETAINED STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS EQUITY ------- ------- ----------- --------- ------------- BALANCE, December 31, 1997........... 140 $ 14 $ 7 $ 3,016 $ 3,037 Net income...................... -- -- -- 2,122 2,122 Distributions................... -- -- -- (2,270) (2,270) ------- ------- --- --------- ------------- BALANCE, December 31, 1998........... 140 $ 14 $ 7 $ 2,868 $ 2,889 ======= ======= === ========= ============= The accompanying notes are an integral part of this financial statement. F-58

OPPORTUNITY CONCRETE CORPORATION STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES: Net income...................... $ 2,122 Adjustments to reconcile net income to net cash provided by operating activities -- Depreciation and amortization.............. 245 Net loss on sale of property, plant and equipment................. 3 Equity in loss of joint venture................... 7 Deferred income tax provision................. 17 Changes in operating assets and liabilities: Accounts receivable... 200 Inventories........... 21 Prepaid expenses...... (7) Other current assets................ 14 Accounts payable and accrued liabilities... (210) --------- Net cash provided by operating activities........ 2,412 --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment...................... (463) Increase in cash surrender value of life insurance.............. (7) --------- Net cash used in investing activities........ (470) --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt.... 377 Repayments on long-term debt.... (234) Distributions to stockholders... (2,270) --------- Net cash used in financing activities........ (2,127) --------- NET DECREASE IN CASH AND CASH EQUIVALENTS........................ (185) CASH AND CASH EQUIVALENTS, at beginning of year.................. 1,819 --------- CASH AND CASH EQUIVALENTS, at end of year............................... $ 1,634 ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for interest....................... $ 75 Cash paid during the year for income taxes................... 187 The accompanying notes are an integral part of this financial statement. F-59

OPPORTUNITY CONCRETE CORPORATION NOTES TO FINANCIAL STATEMENTS 1. BUSINESS AND ORGANIZATION: Opportunity Concrete Corporation (the "Company"), a District of Columbia ("D.C.") corporation, is engaged in the production and distribution of ready-mixed concrete throughout the D.C. metropolitan area. The Company and its stockholders intend to enter into a definitive agreement with U.S. Concrete, Inc. (USC), an entity organized to acquire ready-mixed concrete companies, pursuant to which the Company's stockholders will exchange all the outstanding common stock of the Company for cash and shares of USC common stock concurrent with the closing of USC's initial public offering. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION The Company has prepared these financial statements on the accrual basis of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The Company believes that the carrying values of these instruments on the accompanying balance sheet approximate their fair values, because of the length of their maturities or the existence of interest rates that approximate market rates. CASH AND CASH EQUIVALENTS The Company records as cash equivalents all highly liquid investments having maturities of three months or less at the date of purchase. The Company maintains cash and cash equivalents in various financial institutions in excess of federally insured limits. Although in excess of these limits, the Company believes these financial institutions are of high credit quality, reducing risk of loss. CONCENTRATION OF CREDIT RISK The Company sells to various construction contractors that may be affected by changes in economic or other external conditions. The Company manages its exposure to credit risk through ongoing credit evaluations and, where appropriate, requires that its customers furnish adequate collateral before credit is granted. INVENTORIES Inventories consist primarily of raw materials, repair parts and building materials for resale that the Company holds for use or sale in the ordinary course of business. The Company uses the first-in, first out method to value inventories at the lower of cost or market. At December 31, 1998, management believes the Company had incurred no material impairments in the carrying values of its inventories. PREPAID EXPENSES Prepaid expenses primarily include amounts the Company has paid for licenses and insurance. The Company expenses or amortizes all prepaid amounts as used or over the period of benefit, as applicable. F-60

OPPORTUNITY CONCRETE CORPORATION NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) PROPERTY, PLANT AND EQUIPMENT, NET The Company states property, plant and equipment at cost. It uses the straight-line method to report depreciation of these assets over their estimated useful lives or remaining lease terms. The Company expenses maintenance and repairs cost when incurred and capitalizes and depreciates expenditures for major renewals and betterments that extend the useful lives of existing assets. When the Company retires or disposes of property, plant and equipment, it removes the related cost and accumulated depreciation from the accounts and reflects any resulting gain or loss in its statement of operations. SALES AND EXPENSES The Company derives its sales primarily from the production and delivery of ready-mixed concrete to commercial customers in the D.C. metropolitan area. The Company recognizes sales when products are delivered. Costs of goods sold consist primarily of product costs, ready-mixed concrete purchases and operating expenses. Operating expenses consist primarily of salaries and related benefits, plant operations and repairs and maintenance expenses. Selling expenses consist primarily of salaries of sales manager and travel and entertainment expenses. General and administrative expenses consist primarily of administrative salaries and benefits, office rent and utilities, communication expenses and professional fees. INCOME TAXES The Company's stockholders has elected S Corporation status pursuant to the Internal Revenue Code. As such, the Company is not subject to federal income taxes and its stockholders report their respective shares of the Company's taxable earnings or losses in their personal tax returns. The Company is still subject to certain state and local income taxes for those areas that do not recognize S Corporations (D.C. being one). The Company will terminate its S Corporation status when USC acquires it. The Company follows the liability method of accounting for income taxes. Under this method, the Company records deferred income taxes based on temporary differences between the financial reporting and tax bases of assets and liabilities and measures those taxes using enacted tax rates and laws that will be in effect when the Company recovers those assets or settles those liabilities, as the case may be. ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates its plant assets for impairment. The Company assesses the recoverability of assets based on its anticipated future cash flows from its assets. If facts and circumstances lead the Company's management to believe that the cost of one of its assets may be impaired, the Company will (a) evaluate the extent to which that cost is recoverable by comparing the future undiscounted cash flows estimated to be associated with that asset to that asset's carrying amount and (b) write-down that carrying amount to market value or discounted cash flow value to the extent necessary. Using this approach, the Company's management has determined that the cash flows would be sufficient to recover the carrying value of the Company's long lived assets as of December 31, 1998, and, therefore, that those values were not impaired at those dates. F-61

OPPORTUNITY CONCRETE CORPORATION NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 3. PROPERTY, PLANT AND EQUIPMENT, NET: Property, plant and equipment consist of the following: ESTIMATED USEFUL LIVES DECEMBER 31, IN YEARS 1998 ------------ -------------- (IN THOUSANDS) Leasehold improvements............... 5-7 $ 49 Machinery and equipment.............. 3-20 1,423 Mixers, trucks and other vehicles.... 3-12 2,223 Furniture and fixtures............... 3-8 374 -------------- 4,069 Less -- Accumulated depreciation..... (2,009) -------------- Property, plant and equipment, net........................... $ 2,060 ============== 4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS: Accounts receivable consist of the following: DECEMBER 31, 1998 -------------- (IN THOUSANDS) Accounts receivable, trade........... $ 477 Other receivables.................... 27 -------------- $ 504 ============== Accounts payable and accrued liabilities consist of the following: DECEMBER 31, 1998 -------------- (IN THOUSANDS) Accounts payable, trade.............. $ 324 Accrued compensation and benefits.... 82 Other accrued liabilities............ 103 -------------- $ 509 ============== F-62

OPPORTUNITY CONCRETE CORPORATION NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 5. LONG-TERM DEBT Long-term debt consists of the following: DECEMBER 31, 1998 -------------- (IN THOUSANDS) Financing institution, at variable rates averaging 8.2%, maturing July 2001, monthly installments of $7,760 including interest, secured by an Erie Strayer Mobile Central Mix Plant.......................... $ 214 Bank debt, nine (9) notes, maturing in various amounts between 1999 and 2002, bearing interest at fixed rates, which range from 8.0% to 8.5%, secured by Company trucks.... 676 Financing institution, interest at 7.64%, monthly principal and interest payments of $2,023, maturing July 2003, secured by a Company truck...................... 92 Financing institution, interest at 9.75%, monthly principal and interest payments of $484, maturing December 1998, secured by a Company truck.............................. -- -------------- 982 Less -- Current portion.............. (298) -------------- $ 684 ============== Scheduled maturities of long-term debt are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 298 2000............................ 319 2001............................ 239 2002............................ 113 2003............................ 13 ------------ $ 982 ============ At December 31, 1998, the Company had lines of credit with a bank totaling $500,000, which expire on July 31, 1999. There were no borrowings against this credit at December 31, 1998. 6. LEASES The Company leases office space, garage, plant site, equipment and vehicles under operating lease agreements. These leases are noncancelable and expire on various dates over the next ten years. Future minimum lease payments under these agreements are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 177 2000............................ 136 2001............................ 140 2002............................ 143 2003............................ 146 ------------ $ 742 ============ Total rent expense under all operating leases was approximately $264,000 for the year ended December 31, 1998. F-63

OPPORTUNITY CONCRETE CORPORATION NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 7. INCOME TAXES: The accompanying statement of operations includes a provision for state income taxes related to Washington, D.C., which does not recognize the S Corporation status. The deferred tax liability of $69,000 primarily results from different depreciation and amortization methods used for tax purposes to record fixed assets. The components of the provision for state income taxes follows: FOR THE YEAR ENDING DECEMBER 31, 1998 ------------------- (IN THOUSANDS) State: Current............................ $ 170 Deferred........................... 17 ------ $ 187 ====== 8. EMPLOYEE BENEFIT PLANS: The Company maintains a 401(k) plan covering substantially all employees of the Company who have attained age 21, after completion of one year of continuous employment. Participants' interests in employer contributions become 100% vested after five years of service. Benefit expense for the year ended December 31, 1998, was approximately $125,000. 9. COMMITMENTS AND CONTINGENCIES: INSURANCE The Company carries a standard range of insurance coverages, including business auto liability, general liability, medical, workers' compensation, excess liability and commercial property. The Company also has an umbrella policy. The Company has not had any significant claims or losses on any of these insurance policies. LITIGATION In the normal course of doing business, the Company occasionally becomes a party to litigation. The Company has received two demand letters from attorneys representing a former employee claiming wrongful termination. In November 1998, a grand jury subpoena issued out of the U.S. District Court was served on the Company for specified documents. The Company is cooperating with federal authorities to provide the information requested. The Company has been informed that they are not the target of the grand jury investigation, but, is considered a subject of the investigation because the target(s) appear to have used documents in connection with their alleged misconduct that may have come from the Company's premises. It is impossible to predict accurately the outcome of such a proceeding because its full nature and scope have not been disclosed. In the opinion of management, pending or threatened litigation involving the Company will not have a material effect on its financial condition or results of operations. F-64

OPPORTUNITY CONCRETE CORPORATION NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 10. SIGNIFICANT CUSTOMERS: Sales from significant customers consist of the following: FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------ Company A............................... 14% Company B............................... 18 Company C............................... 20 11. SIGNIFICANT SUPPLIERS: The Company purchased approximately 34% of its materials from two suppliers in 1998. 12. SUBSEQUENT EVENT: On January 14, 1999, the Company made distributions to stockholders totaling $280,000. 13. EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS (UNAUDITED): In March 1999, the Company and its stockholders entered into a definitive agreement with USC providing for USC's acquisition of the Company. In addition, prior the closing of the acquisition, the Company will make distributions of the Company's estimated S Corporation Accumulated Adjustment Account which at December 31, 1998 is approximately $2,868,000. F-65

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Baer Concrete, Incorporated: We have audited the accompanying balance sheet of Baer Concrete, Incorporated (the Company) (a New Jersey corporation), as of December 31, 1998, and the related statements of operations and comprehensive income, stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Baer Concrete, Incorporated, as of December 31, 1998, and the results of its operations and comprehensive income and its cash flows for the year then ended in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Houston, Texas March 5, 1999 F-66

BAER CONCRETE, INCORPORATED BALANCE SHEET DECEMBER 31, 1998 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) ASSETS CURRENT ASSETS: Cash and cash equivalents....... $ 1,410 Available for sale securities... 20 Accounts receivable, net of allowance for doubtful accounts of $52......................... 1,754 Receivable from related party... 50 Inventories..................... 104 Deferred tax assets............. 46 Other current assets............ 30 --------- Total current assets....... 3,414 PROPERTY, PLANT AND EQUIPMENT, net... 3,518 CASH SURRENDER VALUE OF LIFE INSURANCE.......................... 401 STOCKHOLDER'S NOTES RECEIVABLE....... 252 OTHER ASSETS......................... 94 --------- Total assets............... $ 7,679 ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt........................... $ 755 Current portion of other long-term obligations.......... 53 Accounts payable and accrued liabilities.................... 1,747 --------- Total current liabilities............... 2,555 LONG-TERM DEBT, net of current portion............................ 1,675 OTHER LONG-TERM OBLIGATIONS.......... 99 DEFERRED TAX LIABILITY............... 482 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: 6% cumulative preferred stock, $100 par; 3,000 shares authorized, 1,225 shares outstanding.................... 123 5% noncumulative preferred stock, $1 par; 14,000 shares authorized, 14,000 shares outstanding.................... 14 Common stock, no par; 2,500 shares authorized, 1,580 shares outstanding.................... -- Additional paid-in capital...... 10 Treasury stock, at cost (1,350 common shares and 775 preferred shares)........................ (936) Unrealized loss on securities available for sale............. (181) Retained earnings............... 3,838 --------- Total stockholders' equity.................... 2,868 --------- Total liabilities and stockholders' equity...... $ 7,679 ========= The accompanying notes are an integral part of this financial statement. F-67

BAER CONCRETE, INCORPORATED STATEMENT OF OPERATIONS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS) SALES................................... $ 11,973 COST OF GOODS SOLD...................... 9,910 --------- Gross profit.................. 2,063 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.............................. 1,195 DEPRECIATION EXPENSE.................... 412 --------- Income from operations........ 456 OTHER INCOME (EXPENSE): Interest expense, net.............. (105) Other income, net.................. 379 --------- Income before provision for income taxes................. 730 PROVISION FOR INCOME TAXES.............. 307 --------- NET INCOME.............................. 423 --------- OTHER COMPREHENSIVE INCOME: Unrealized loss on securities available for sale................ (24) --------- COMPREHENSIVE INCOME.................... $ 399 ========= The accompanying notes are an integral part of this financial statement. F-68

BAER CONCRETE, INCORPORATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS, EXCEPT SHARE AMOUNTS) 5% 6% CUMULATIVE NONCUMULATIVE PREFERRED STOCK PREFERRED STOCK COMMON STOCK ADDITIONAL --------------- --------------- --------------- PAID-IN TREASURY RETAINED SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL STOCK EARNINGS ------ ------ ------ ------ ------ ------ ---------- -------- --------- BALANCE, December 31, 1997........... 1,225 $123 14,000 $ 14 1,580 $-- $ 10 $ (936) $ 3,423 Net income......................... -- -- -- -- -- -- -- -- 423 Dividends.......................... -- -- -- -- -- -- -- -- (8) Unrealized loss on securities available for sale............... -- -- -- -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ --- -------- --------- BALANCE, December 31, 1998........... 1,225 $123 14,000 $ 14 1,580 $-- $ 10 $ (936) $ 3,838 ====== ====== ====== ====== ====== ====== === ======== ========= UNREALIZED LOSS ON SECURITIES TOTAL AVAILABLE FOR STOCKHOLDERS' SALE EQUITY ------------- ------------- BALANCE, December 31, 1997........... $(157) $ 2,477 Net income......................... -- 423 Dividends.......................... -- (8) Unrealized loss on securities available for sale............... (24) (24) ------------- ------------- BALANCE, December 31, 1998........... $(181) $ 2,868 ============= ============= The accompanying notes are an integral part of this financial statement. F-69

BAER CONCRETE, INCORPORATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES: Net income......................... $ 423 Adjustments to reconcile net income to net cash provided by operating activities -- Depreciation and amortization... 412 Net gain on sale of property, plant and equipment............. (323) Deferred income tax provision... 244 Changes in operating assets and liabilities -- Accounts receivable, net of allowance...................... (106) Inventories................... (12) Other assets.................. 37 Accounts payable and accrued liabilities.................... 450 --------- Net cash provided by operating activities......... 1,125 --------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of property, plant and equipment................ 323 Purchases of property, plant and equipment.......................... (1,022) --------- Net cash used in investing activities................... (699) --------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of stockholder notes receivable, net.................... 1,257 Repayments of receivable from related party, net................. 8 Borrowings on line of credit....... 125 Payments on line of credit......... (125) Proceeds from long-term debt....... 714 Repayments on long-term debt....... (901) Repayments on other long-term obligations........................ (100) Dividends paid..................... (8) --------- Net cash provided by financing activities......... 970 --------- NET INCREASE IN CASH AND CASH EQUIVALENTS.......................... 1,396 CASH AND CASH EQUIVALENTS, at beginning of year.................... 14 --------- CASH AND CASH EQUIVALENTS, at end of year................................. $ 1,410 ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for interest........................ $ 211 Cash paid during the year for income taxes.................... 39 Unrealized loss on securities available for sale.............. (24) The accompanying notes are an integral part of this financial statement. F-70

BAER CONCRETE, INCORPORATED NOTES TO FINANCIAL STATEMENTS 1. BUSINESS AND ORGANIZATION: Baer Concrete, Incorporated (the "Company"), a New Jersey corporation, is engaged in the production and distribution of ready mixed concrete, throughout New Jersey, where the Company has four batch plants. The Company and its stockholders intend to enter into a definitive agreement with U.S. Concrete, Inc. ("USC"), a recently formed entity organized to acquire ready-mixed concrete companies, pursuant to which the Company's stockholders will exchange all the outstanding common stock of the Company for cash and shares of USC common stock concurrent with the closing of USC's initial public offering. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION The Company has prepared these financial statements on the accrual basis of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist primarily of cash and short-term investments, accounts receivable, accounts payable, line of credit and long-term debt. The Company believes that the carrying value of these instruments on the accompanying balance sheet approximates their fair values, because of the length of their maturities or the existence of interest rates that approximates market rates. CASH AND CASH EQUIVALENTS The Company records as cash equivalents all highly liquid investments having maturities of three months or less at the date of purchase. At December 31, 1998, the Company maintained cash balances in various financial institutions in excess of federally insured limits. CONCENTRATION OF CREDIT RISK The Company sells to various construction contractors that may be affected by changes in economic or other external conditions. The Company manages its exposure to credit risk through ongoing credit evaluations and, where appropriate, requires that its customers furnish adequate collateral before credit is granted or obtains a lien on the customer's assets. INVENTORIES Inventories consist primarily of raw materials and are stated at the lower of cost or market, using the first-in, first out (FIFO) method. At December 31, 1998, management believes the Company had incurred no material impairments in the carrying values of its inventories. PROPERTY, PLANT AND EQUIPMENT, NET The Company states property, plant and equipment at cost. The Company uses the straight-line method to compute depreciation of these assets over their estimated useful lives. The Company expenses maintenance and repair cost when incurred and capitalizes and depreciates expenditures for major renewals and betterments that extend the useful lives of existing assets. When the F-71

BAER CONCRETE, INCORPORATED NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) Company retires or disposes of property, plant and equipment, it removes the related cost and accumulated depreciation from the accounts and reflects any resulting gain or loss in the statement of operations. ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company provides an allowance for accounts receivable that it believes may not be fully collectible. CASH SURRENDER VALUE OF LIFE INSURANCE The Company owns life insurance policies on its primary stockholder. It records the cash surrender value of these policies as an asset. It expenses the premiums related to these policies to the extent that they exceed the increase in the underlying cash surrender value of the policies. SALES AND EXPENSES The Company derives its sales primarily from the production and delivery of ready-mixed concrete. The Company recognizes sales when products are delivered. Cost of goods sold consists primarily of product costs and operating expenses. Operating expenses consist of wages and benefits of union employees, and expenses attributable to plant operations, repairs and maintenance and trucks. Selling expenses consist primarily of sales commissions, salaries of sales managers, travel and entertainment expenses, and trade show expenses. General and administrative expenses consist primarily of executive compensation and related benefits, administrative salaries and benefits, office rent and utilities, communication expenses and professional fees. INCOME TAXES The Company follows the liability method of accounting for income taxes. Under this method, the Company records deferred income tax balances based on temporary differences between the financial reporting and tax bases of assets and liabilities and measures those taxes using enacted tax rates and laws that will be in effect when the Company recovers those assets or settles those liabilities, as the case may be. COLLECTIVE BARGAINING AGREEMENTS The Company is party to various collective bargaining agreements with certain employees. The agreements require the Company to pay specified wages and provide certain benefits to its union employees. These agreements will expire at various times through 2002. ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates its plant assets for impairment. The Company assesses the recoverability of assets based on its anticipated future cash flows from its assets. If facts and circumstances lead the Company's management to believe that the cost of one of its assets may be impaired, the Company will (a) evaluate the extent to which that cost is recoverable by comparing the future undiscounted cash flows estimated to be associated with that asset to that asset's carrying amount and (b) write-down that carrying amount to market value or discounted cash flow value to the extent necessary. Using this approach, the Company's management has determined that the cash flows would be sufficient to recover the carrying value of the Company's long-lived assets as of December 31, 1998, and, therefore, that those values were not impaired at that date. COMPREHENSIVE INCOME In 1997, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," which requires companies to report all changes in equity during a period in a financial statement for the period in which they are recognized. The Company has chosen to F-72

BAER CONCRETE, INCORPORATED NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) disclose comprehensive income, which encompasses unrealized loss on securities available for sale in the statement of stockholders' equity. 3. PROPERTY, PLANT AND EQUIPMENT, NET: Property, plant and equipment at December 31, 1998, consists of the following (dollars in thousands): ESTIMATED USEFUL LIVES IN YEARS ------------ Building and improvements............ 7-30 $ 1,839 Machinery and equipment.............. 3-15 1,735 Mixers, trucks and other vehicles.... 3-12 4,585 Furniture and fixtures............... 3-15 232 --------- 8,391 Less -- Accumulated depreciation.................. (4,873) --------- Property, plant and equipment, net.......... $ 3,518 ========= During 1998, the Company sold various trucks and mixers, which resulted in a gain of $323,000. The gain is classified as other income in the statement of operations. 4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS: Accounts receivable at December 31, 1998, consist of the following (in thousands): Accounts receivable, trade, net of allowance............................ $ 1,662 Refund receivable.................... 92 --------- $ 1,754 ========= Accounts payable and accrued liabilities at December 31, 1998, consist of the following (in thousands): Accounts payable, trade.............. $ 1,503 Accrued compensation and benefits.... 244 --------- $ 1,747 ========= F-73

BAER CONCRETE, INCORPORATED NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 5. LINE OF CREDIT AND LONG-TERM DEBT: The Company has a $350,000 line of credit payable on demand from a bank. Interest is payable monthly on any outstanding balance at the bank's prime rate. The line is secured by the Company's accounts receivable and inventory. There was no outstanding balance as of December 31, 1998. Long-term debt at December 31, 1998, consists of the following (in thousands): Notes payable to banks at a range of 7.91% to 10.5% with monthly principal and interest payments, maturing from April 2000 through August 2003, secured by machinery and equipment.... $ 1,837 Notes payable to bank at prime plus 1% (prime of 7.75% at December 31, 1998), with monthly principal and interest payments, maturing from October 2000 through December 2001, secured by vehicles.............................. 116 Note payable at a range of 5.6% to 9.5%, with monthly principal and interest payments, maturing from May 2000 through November 2001, collateralized by equipment and vehicles............. 477 --------- 2,430 Less -- Current portion................. (755) --------- $ 1,675 ========= Scheduled maturities of long-term debt are as follows (in thousands): For the year ending December 31 -- 1999............................... $ 755 2000............................... 620 2001............................... 497 2002............................... 389 2003............................... 129 Thereafter......................... 40 --------- $ 2,430 ========= 6. OTHER LONG-TERM OBLIGATIONS: In February 1993, the Company entered into noncompete covenants with two of the employees/stockholders whose shares were redeemed as part of a reorganization of the Company. The covenants of these former employees provide for annual payments over a period of nine years. The related noncompete covenants were amortized by the Company over five years and expired in 1998. Future annual payments under these agreements are as follows (in thousands): For the year ending December 31 -- 1999............................... $ 53 2000............................... 53 2001............................... 34 2002............................... 12 --------- $ 152 ========= F-74

BAER CONCRETE, INCORPORATED NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 7. INCOME TAXES: The components of provision for federal and state income taxes follow: FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------ (IN THOUSANDS) Federal -- Current............................ $ 63 Deferred........................... 177 State -- Current............................ -- Deferred........................... 67 ------ $ 307 ====== Actual income tax expense differs from income tax expense computed by applying the U.S. federal statutory corporate tax rate of 35% to income before provision for income taxes as follows: FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------ (IN THOUSANDS) Provision at the statutory rate......... $ 255 Increase resulting from -- State income tax, net of federal benefit.......................... 44 Nondeductible expenses............. 8 ------ $ 307 ====== The tax effects of temporary differences representing deferred tax assets and liabilities result principally from the following: DECEMBER 31, 1998 ----------------- (IN THOUSANDS) Current deferred income taxes: Allowance for doubtful accounts.... $ 21 Accrued expenses................... 19 Other.............................. 6 ------- Net current deferred income tax assets................. $ 46 ======= Noncurrent deferred income taxes: Noncurrent assets -- Net operating loss................. 57 Capital loss....................... 146 Minimum tax credit................. 14 ------- 217 Valuation allowance................ (146) ------- Total noncurrent assets....... 71 Noncurrent liabilities Depreciation....................... (479) Loss on investment................. (74) ------- Total noncurrent liabilities................ (553) ------- Net noncurrent deferred income tax liabilities............ $ (482) ======= F-75

BAER CONCRETE, INCORPORATED NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) 8. RELATED-PARTY TRANSACTIONS: In December 1998, the Company entered into two debt agreements with the primary stockholders for a total of $252,000. The agreement stipulates the notes will accrue interest at 7%, payable annually. The notes are payable upon demand. The balance outstanding was $252,000 at December 31, 1998. The Company loaned funds to a company owned by the primary stockholder's brother. The loan is noninterest bearing and has no scheduled repayments. The balance outstanding was $50,000 at December 31, 1998. 9. EMPLOYEE BENEFIT PLANS: During 1995, the Company established a 401(k) plan. All employees not subject to collectively bargained agreements are eligible to participate in the plan. The Company contributes 50% of the first 5% of the employee's elective deferral. Company contributions for December 31, 1998, totaled $7,000. Effective March 1, 1998, the Company established an employee stock ownership plan (ESOP). No contributions were made to the ESOP for the year ended December 31, 1998. The Company made contributions to employee pension, health and welfare plans for employees under collective bargaining agreements of $189,000 for the year ended December 31, 1998. 11. COMMITMENTS AND CONTINGENCIES: GUARANTEES The Company has provided a guarantee for a mortgage for a company owned by its principal stockholder. At December 31, 1998, the mortgage totaled $1.5 million. OPERATING LEASE AGREEMENTS The Company leases one of its operating facilities from the principal stockholder under a long-term noncancelable operating lease agreement. The lease expires in 2,015. Total rent paid for the year ended December 31, 1998, was $156,000. The lease require the Company to pay taxes, maintenance, insurance and certain operating costs of the properties. The Company also leases certain office equipment under long term noncancelable operating lease agreements which expire in 2001. Total rent paid under these leases was approximately $2,000 for the year ended December 31, 1998. Future minimum lease payments required under noncancelable operating leases (including related party lease) are as follows (in thousands): For the year ending December 31 -- 1999............................ $ 167,000 2000............................ 167,000 2001............................ 165,000 2002............................ 156,000 2003............................ 156,000 Thereafter...................... 1,876,000 ------------ $ 2,687,000 ============ INSURANCE The Company carries a standard range of insurance coverage, including business auto liability, general liability, medical, workers' compensation, excess liability and commercial property. The Company also has an umbrella policy. During 1998, the Company has not incurred significant claims or losses on any of these insurance policies. F-76

BAER CONCRETE, INCORPORATED NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) LITIGATION The Company has been named as a co-defendant in a lawsuit whereby the plaintiff alleges, among other things, deficiencies in the design and construction of a parking structure completed in 1989. The Company supplied concrete to the general contractor on the project who has also been named as a defendant. The plaintiff is alleging damages of approximately $1.1 million. Management intends to vigorously defend itself and believes the Company has meritorious defenses. Management believes the loss, if any, would be partially covered by insurance. The ultimate outcome of this matter, however, can not be determined at this time. 12. SUBSEQUENT EVENT: On January 1, 1999 the Company entered into a noncancelable operating lease agreement with a company owned by the principal stockholder for one of its operating facilities. For the plant lot, the lease term is twenty years and requires monthly payments of $3,750. For the two expansion lots, the lease term is month-to-month and requires 180 day notification of cancellation. The monthly payment on each expansion lot is $1,750. 13. EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS (UNAUDITED): In March, 1999, the Company and its stockholders entered into a definitive agreement with USC providing for USC's acquisition of the Company. In connection with the acquisition, certain assets with a net book value of $600,000 will be retained by the stockholders. Had this transaction been recorded at December 31, 1998, the effect on the accompanying balance sheet would be a decrease in assets and a decrease in stockholders' equity of $600,000. Upon the closing of the acquisition of the Company by USC, the Company will enter into new lease agreements with its former stockholders. These leases will provide for $19,000 in combined monthly rentals over initial lease terms of 20 years, excluding the month-to-month leases discussed above. F-77

- - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- Through and including , 1999 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 3,800,000 SHARES U.S. CONCRETE, INC. COMMON STOCK ------------------- PROSPECTUS ------------------- SCOTT & STRINGFELLOW, INC. SANDERS MORRIS MUNDY , 1999 ================================================================================

PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION(1) The following table sets forth the expenses (other than underwriting discounts and commissions) in connection with this offering, all of which shall be paid by USC. All of these amounts (except the SEC Registration Fee, the NASD filing fee and the NASDAQ National Market Listing fee) are estimated. SEC Registration Fee................. $ 11,542 NASD Filing Fee...................... 4,652 NASDAQ National Market Listing Fee... * Accounting Fees and Expenses......... * Legal Fees and Expenses.............. * Printing Expenses.................... * Transfer Agent's Fees................ * Miscellaneous........................ * --------- Total........................... $ * ========= - - ------------ * To be provided by amendment ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS DELAWARE GENERAL CORPORATION LAW Section 145(a) of the General Corporation Law of the State of Delaware (the "DGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 145(b) of the DGCL states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. II-1

Section 145(c) of the DGCL provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 145(d) of the DGCL states that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders. Section 145(e) of the DGCL provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. Section 145(f) of the DGCL states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of Section 145. Section 145(j) of the DGCL states that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit. CERTIFICATE OF INCORPORATION Article Eighth of USC's Amended and Restated Certificate of Incorporation states that: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article Eighth shall not eliminate or limit the liability of a director to the extent provided by applicable law (1) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, II-2

(3) under Section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eighth shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. In addition, Article VI of USC's Bylaws further provides that USC shall indemnify its officers, directors and employees to the fullest extent permitted by law. INDEMNIFICATION AGREEMENTS USC intends to enter into indemnification agreements with each of its executive officers and directors. The Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement provides that the Underwriters will, under certain conditions, indemnify USC, its officers and directors, and persons who control USC within the meaning of the Securities Act against certain liabilities. USC intends to maintain liability insurance for the benefit of its directors and officers. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Set forth below is certain information concerning all sales of securities we issued during the past three years that were not registered under the Securities Act. We issued and sold 200 shares of Common Stock on October 15, 1997 to Main Street Merchant Partners II, L.P. ("Main Street") for $10.00 per share. Mr. Foster, our Chairman of the Board, is a Managing Director of Main Street. In December 1998, we issued and sold 20 shares of Common Stock to Eugene P. Martineau, our chief executive officer, and 15 shares of Common Stock to Michael W. Harlan (and his family trust), in each case for $10.00 per share. As a result of a March 1999 10,000-for-1 stock split of all these shares and a subsequent reclassification of Main Street's shares as a share of our Class A Stock, Main Street now owns one share of Class A Stock and Messrs. Martineau and Harlan (and his family trust) own 200,000 and 150,000 shares, respectively of the Common Stock. The share of Class A Stock automatically will convert into 1,602,255 shares of Common Stock before this offering closes. Those sales were exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as transactions not involving any public offering. In March 1999, we sold 801,000 shares of Common Stock to American Ready Mix, L.L.C., 50,000 shares of Common Stock to our controller, Charles W. Sommer and 25,000 shares of Common Stock to two of our non-employee directors, John R. Colson and Peter T. Dameris, in each case for a purchase price of $.001 per share. Those sales were exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as transactions not involving any public offering. Concurrently with the closing of this offering, we will issue 8,985,288 shares of Common Stock in connection with the acquisitions of the Founding Companies. Those issuances will be exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as transactions not involving any public offering. II-3

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits. EXHIBIT NUMBER DESCRIPTION ------------ --------------------- 1.1* -- Form of Underwriting Agreement. 2.1 -- Agreement and Plan of Reorganization dated as of March 22, 1999 by and among USC, OCC Acquisition, Inc., Opportunity Concrete Corporation and the stockholders named therein. 2.2 -- Agreement and Plan of Reorganization dated as of March 22, 1999 by and among USC, Walker's Acquisition, Inc., Walker's Concrete, Inc. and the stockholders named therein. 2.3 -- Agreement and Plan of Reorganization dated as of March 22, 1999 by and among USC, Central Concrete Acquisition, Inc., Central Concrete Supply Co., Inc. and the stockholders named therein. 2.4 -- Agreement and Plan of Reorganization dated as of March 22, 1999 by and among USC, Bay Cities Acquisition, Inc., Bay Cities Building Materials Co., Inc. and the stockholders named therein. 2.5 -- Agreement and Plan of Reorganization dated as of March 22, 1999 by and among USC, Baer Acquisition, Inc., Baer Concrete Incorporated and the stockholders named therein. 2.6 -- Agreement and Plan of Reorganization dated as of March 22, 1999 by and among USC, Santa Rosa Acquisition, Inc., R. G. Evans/Associates d/b/a Santa Rosa Cast Products Company and the stockholders named therein. 2.7 -- Uniform Provisions for the Acquisitions (incorporated into the agreements filed as Exhibits 2.1 through 2.6 hereto). 3.1* -- Restated Certificate of Incorporation of USC. 3.2* -- Bylaws of USC. 4.1* -- Form of Certificate representing Common Stock. 4.2* -- Form of Registration Rights Agreement by and among the Company and the stockholders listed on the signture pages thereto. 4.9* -- Funding Agreement dated as of September 10, 1999 by and between USC and Main Street. 4.10* -- Forms of Rights Agreement by and between the Company and , including form of Rights Certificate attached as Exhibit B thereto. The Company and certain of its subsidiaries are parties to certain debt instruments under which the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)A) of Item 601(b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Commission on request. 5.1* -- Opinion of Baker & Botts, L.L.P. 10.1* -- 1999 Incentive Plan of U.S. Concrete, Inc. 10.2 -- Employment Agreement between USC and William T. Albanese. 10.3* -- Employment Agreement between USC and Michael W. Harlan 10.4* -- Employment Agreement between USC and Eugene P. Martineau 10.5 -- Employment Agreement between USC and Michael D. Mitschele. II-4

EXHIBIT NUMBER DESCRIPTION ------------ --------------------- 10.6* -- Employment Agreement between USC and Charles W. Sommer. 10.7 -- Employment Agreement between USC and Neil J. Vannucci. 10.8 -- Employment Agreement between USC and Robert S. Walker. 10.9* -- Form of Indemnification Agreement between the Company and each of its directors and officers. 21.1* -- Subsidiaries of the Company. 23.1 -- Consent of Arthur Andersen LLP. 23.3* -- Consent of Baker & Botts, L.L.P. (contained in Exhibit 5.1 hereto). 23.4 -- Consent of William T. Albanese, as a nominee for directorship. 23.5 -- Consent of John R. Colson, as a nominee for directorship. 23.6 -- Consent of Peter T. Dameris, as a nominee for directorship. 23.7 -- Consent of Michael D. Mitschele, as a nominee for directorship. 23.8 -- Consent of Murray S. Simpson, as a nominee for directorship. 23.9 -- Consent of Neil J. Vannucci, as a nominee for directorship. 23.10 -- Consent of Robert S. Walker, as a nominee for directorship. 24.1 -- Power of Attorney (included on the signature page hereto). 27.1* -- Financial Data Schedule. - - ------------ * To be filed by Amendment. (b) Financial Statement Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the Financial Statements or Notes thereto. ITEM 17. UNDERTAKINGS Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes: (1) That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. II-5

(2) That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To provide to the Underwriters, at the closing specified in the underwriting agreement, certificates representing the shares of Common Stock offered hereby in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser. II-6

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 22, 1999. U.S. CONCRETE, INC. By: /s/ EUGENE P. MARTINEAU EUGENE P. MARTINEAU PRESIDENT AND CHIEF EXECUTIVE OFFICER Each person whose signature appears below hereby constitutes and appoints Eugene P. Martineau and Michael W. Harlan, and each of them, each of whom may act without the joinder of the others, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statements filed by the Registrant pursuant to Rule 462(b) of the Securities Act of 1933, which relates to this offering, and to file same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done in and about the premises, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. CAPACITY IN SIGNATURE WHICH SIGNED DATE -------------- ------------------- --------- /s/ EUGENE P. MARTINEAU President and Chief Executive Officer March 22, 1999 EUGENE P. MARTINEAU and Director (Principal Executive Officer) /s/ MICHAEL W. HARLAN Chief Financial Officer and March 22, 1999 MICHAEL W. HARLAN Director (Principal Financial and Accounting Officer) /s/ VINCENT D. FOSTER Director March 22, 1999 VINCENT D. FOSTER II-7

                                                                     EXHIBIT 2.1

                     AGREEMENT AND PLAN OF REORGANIZATION

                          DATED AS OF MARCH 22, 1999

                                 BY AND AMONG

                             U.S. CONCRETE, INC.,

                             OCC ACQUISITION INC.,

                       OPPORTUNITY CONCRETE CORPORATION

                                      AND

                         THE STOCKHOLDERS NAMED HEREIN


Reverse Triangular Merger; Non-Delaware Company; Multiple Stockholders; Company
Financial Statements

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of March 22, 1999 by and among U.S. Concrete, Inc., a Delaware corporation ("USC"), OCC Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of USC ("USC Sub"), Opportunity Concrete Corporation, a District of Columbia corporation (the "Company"), and the persons and trustees listed on the signature page hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder"). PRELIMINARY STATEMENT The parties to this Agreement have determined it is in their best long-term interests to effect a business combination pursuant to which: (a) USC Sub will merge into the Company on the terms and subject to the conditions set forth herein (that merger being the "Merger"); (b) USC will acquire the stock of all or some of the entities listed in the accompanying Addendum 1 (each, other than the Company, an "Other Founding Company" and, collectively with the Company, the "Founding Companies") pursuant to agreements that are (i) similar to this Agreement and (ii) entered into among those entities and their equity owners, USC and subsidiaries of USC (collectively, the "Other Agreements"); and (c) USC will effect a public offering of shares of its common stock and issue and sell those shares. The respective boards of directors of USC, USC Sub and the Company have approved and adopted this Agreement to effect a transaction subject to Section 351 of the Code. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and undertakings this Agreement contains, the parties hereto hereby agree as follows: Paragraph 1 CERTAIN DEFINED TERMS. The following terms this Agreement uses have the meanings this Paragraph 1 specifies. Capitalized terms this Agreement uses, but this Paragraph 1 does not define, have the meanings the preamble to this Agreement, the Preliminary Statement above or Article IX of the Uniform Provisions, as the case may be, specifies. "Acquired Business" means the Company. "Acquisition" means the Merger. "Acquisition Consideration" has the meaning Paragraph 2 specifies. -1-

"Additional Cash Consideration" means the product of (i) the quotient obtained from dividing (A) the sum of the amount of cash Paragraph B of Schedule 2(D) sets forth and the 1998 Restricted Payment Amount by (B) $8.50 multiplied by (ii) the amount, if any, by which (A) the IPO Price exceeds (B) $8.50. "Ceiling Amount" means the sum of (i) $11,721,962, (ii) the Additional Cash Consideration, if any, (iii) the Positive Net Adjustment, if any, and (iv) the Negative Net Adjustment, if any; provided, however, that, for purposes of Sections 6.06(b) and 7.06(b), the Ceiling Amount is $8,791,471. "Closing" has the meaning Paragraph 3 specifies. "Closing Date" means the IPO Pricing Date. "Company Capital Stock" means the Common Stock, par value $100.00 per share, of the Company. "Company Financial Statements" means (i) the audited balance sheet of the Company as of December 31, 1998 and the related audited statements of operations, cash flows and shareholders' equity for the year ended December 31, 1998, together with the related audit report of the Independent Accountants. "Counsel for the Company and the Stockholders" means Dow, Lohnes & Albertson, PLLC. "Counsel for USC and USC Sub" means Baker & Botts, L.L.P. "Current Balance Sheet" means the audited balance sheet of the Company as of December 31, 1998. "Current Balance Sheet Date" means December 31, 1998. "Current Balance Sheet Date Working Capital" means $787,000. "DCBCA" means the District of Columbia Business Corporation Act. "Effective Date" means the IPO Closing Date. "Executive Employment Agreement" means the Employment Agreement entered into effective as of the IPO Closing Date between the Company and Monte E. Newman. "Initial Financial Statements" means the Company Financial Statements. -2-

"Minimum Cash Balance" means $250,000. "Pro Rata Share" of a Stockholder means: (i) 54.28% in the case of the Monte E. Newman, trustee of the Monte E. Newman Revocable Trust; 11.43% in the case of Murray S. Simpson, trustee of the CSS 1998 GRAT; (iii) 11.43% in the case of Cora S. Simpson, trustee of the MSS 1998 GRAT; (iv) 11.43% in the case of Edmund G. Simpson; and (v) 11.43% in the case of Virginia A. Simpson. "Responsible Officer" means Monte E. Newman. "Surviving Corporation" means the Company, which the Certificate of Merger will designate as the surviving corporation of the Merger. "Termination Date" means May 31, 1999; provided, however, that if (i) USC has filed the Registration Statement with the SEC prior to that date and (ii) the Stockholders would not be entitled to terminate this Agreement on that date otherwise than pursuant to Section 11.01(a)(ii), "Termination Date" means September 30, 1999. "Uniform Provisions" has the meaning Paragraph 4 specifies. "USC Award Agreements" means the award agreements, each in the form of Exhibit 1-A, pursuant to which USC, on the Closing Date, will grant to certain key employees of the Company Monte E. Newman has designated by written notice to USC and USC has approved by written notice to the Responsible Officer (which approval USC will not unreasonably withhold) prior to the Closing Date, pursuant to the U.S. Concrete, Inc. 1999 Employee Incentive Plan, or other similar stock option plan, options to purchase an aggregate of 55,203 shares of USC Common Stock at a per share exercise price equal to the IPO Price. "USC Sub Common Stock" means the Common Stock, par value $1.00 per share, of USC Sub. "1998 Restricted Payment Amount" means $2,500,000. Paragraph 2 (A) CERTIFICATE OF MERGER. Subject to the terms and conditions hereof, the Company will cause the Certificate of Merger to be duly executed and delivered on or promptly after the Closing Date and delivered and filed with the Mayor of the District of Columbia and the Secretary of State of the State of Delaware on the business day immediately preceding the IPO Closing Date. -3-

(B) THE EFFECTIVE TIME. The effective time of the Merger (the "Effective Time") will be the time on the Effective Date which the Certificate of Merger specifies or, if the Certificate of Merger does not specify another time, 8:00 a.m., Houston, Texas time, on the Effective Date. (C) CERTAIN EFFECTS OF THE MERGER. At and as of the Effective Time, (1) USC Sub will be merged with and into the Company in accordance with the provisions of the DCBCA and the DGCL, (2) USC Sub will cease to exist as a separate legal entity, (3) the articles of incorporation of the Company will be amended to change the Company's authorized shares of capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the DCBCA and the DGCL, (a) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and USC Sub and (b) be governed by the laws of the District of Columbia, (5) the Charter Documents of the Company then in effect (after giving effect to the amendment to the Company's articles of incorporation specified in clause (3) of this sentence) will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the articles of incorporation) or (b) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (6) the initial board of directors of the Surviving Corporation will be the persons Schedule 2(C) names as such, and those persons will hold the office of director of the Surviving Corporation, subject to the provisions of the applicable laws of the District of Columbia and the Charter Documents of the Surviving Corporation, and (7) the initial officers of the Surviving Corporation will be as Schedule 2(C) sets forth, and each of those persons will serve in each office Schedule 2(C) specifies for that person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office. (D) EFFECT OF THE MERGER ON CAPITAL STOCK. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1) the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will (a) convert into the right to receive, subject to the provisions of Paragraph 2(E), without interest, on surrender of the certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of USC Common Stock Schedule 2(D) sets forth and, if any, the Additional Cash Consideration (the "Acquisition Consideration"), (b) cease to be outstanding and to exist and (c) be canceled and retired; (2) each share of Company Capital Stock held in the treasury of the Company or any Company Subsidiary will (a) cease to be outstanding and to exist and (b) be canceled and retired; and (3) each share of USC Sub Common Stock issued and outstanding immediately prior to the Effective Time will convert into one share of Common Stock, par value $1.00 -4-

per share, of the Surviving Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Paragraph 2(E), without interest, the Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Paragraph 2(F). (E) DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective Time: (a) the Stockholders, as holders of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of USC Common Stock included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D). All shares of USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by USC at the Effective Time. (2) Each Stockholder will deliver to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Capital Stock owned by that Stockholder, duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each Stockholder will cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock that Person delivers. (3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to USC Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered certificates representing shares of Company Capital Stock for which whole shares of USC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (a) on that surrender USC will cause to be paid, to the Person in whose name the certificates representing those whole shares of USC Common Stock will then be issued, the amount of dividends or other distributions previously paid with respect to those whole shares of USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to that Person for and in lieu of fractional shares pursuant to Paragraph 2(F) and (b) at the appropriate payment date or as soon as practicable thereafter, USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to -5-

surrender, which are payable with respect to those whole shares of USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates. (F) Notwithstanding any other provision herein, USC will not issue any fractional shares of USC Common Stock, and if any Stockholder would be entitled hereunder to receive a fractional share of USC Common Stock but for this Paragraph 2(F), that Stockholder will be entitled hereunder to receive a cash payment for and in lieu thereof in the amount (rounded upward to the nearest whole cent) equal to that Stockholder's fractional interest in a share of USC Common Stock multiplied by the IPO Price. Paragraph 3 THE CLOSING. On or before the Closing Date, the parties hereto will take all actions necessary to (A) effect the Acquisition (including, as permitted by the DCBCA and the DGCL, (i) the execution of a Certificate of Merger (a) meeting the requirements of the DCBCA and the DGCL and (b) providing that the Merger will become effective on the Effective Date and (ii) the transmitting for filing of that Certificate of Merger with the Mayor of the District of Columbia (which notwithstanding the foregoing will take place on the business day immediately preceding the IPO Closing Date) and the Secretary of State of the State of Delaware), (B) verify the existence and ownership of the certificates evidencing the Company Capital Stock to be exchanged for the Acquisition Consideration pursuant to Paragraph 2(E) and (C) satisfy the document delivery requirements on which the obligations of the parties to effect the Acquisition and the other transactions contemplated hereby are conditioned by the provisions of Article V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Baker & Botts, L.L.P., 30th Floor, 910 Louisiana, Houston, Texas at 10:00 a.m., Houston time, on the Closing Date, or at such later time on the Closing Date as USC specifies by written notice to the Responsible Officer. The actions taken at the Closing will not include the delivery of the Company Capital Stock to USC or the payment of the Acquisition Consideration to the Stockholders. Instead, on the IPO Closing Date, the Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of the Acquisition Consideration being paid by wire transfer pursuant to instructions the Stockholders deliver to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date will be closed and completed, as the case may be. Paragraph 4 INCORPORATION OF UNIFORM PROVISIONS. (A) The U.S. Concrete, Inc. Uniform Provisions for the Acquisition of Founding Companies attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein. (B) The Uniform Provisions are hereby amended by adding a Section 1.08 which reads in its entirety as follows: SECTION 1.08 TRUSTS. -6-

(a) Schedule 1.08 sets forth the legal name of each Stockholder that is a trustee (the "Trustee"), the name of the trust over which that Trustee serves (each a "Trust"), the state or other jurisdiction which governs that Trustee's duties with respect to that Trust, and the name of each beneficiary of that Trust (the "Beneficiaries"). (b) There has not been any challenge to (i) the authority, appointment or capacity of any Trustee to serve as such over the applicable Trust or (ii) the validity of any Trust. (c) Full and complete copies of all documents under which each Trust was created and all documents otherwise pertaining to each Trust or the duties and obligations of each Trustee serving over each Trust and all amendments, supplements or modifications thereto have been provided to USC. (d) The Trustees set forth opposite the name of each Trust on Schedule 1.08 are the sole Trustees of that Trust and each Trustee listed is a duly acting and qualified trustee of that Trust. Each of the Trustees has all requisite power and authority to execute and deliver each Transaction Document, to consummate the transactions contemplated thereby and to perform all the terms and conditions thereof to be performed by that Trustee. (e) No notice is required to be given to and no consent or joinder is required to be acquired from any Beneficiary in connection with the Transaction Documents or any of the transactions contemplated thereby and no objection has been received from any Beneficiary relating to the Transaction Documents or any of the transactions contemplated thereby. (C) Section 4.03 is hereby amended by adding at the end thereof the following: ; provided, however, that the Company may make Restricted Payments to its Stockholders as dividends consisting of: (i) cash or Permitted Promissory Notes (valued at the principal amount thereof) in an aggregate amount not to exceed the amount by which (A) the 1998 Restricted Payment Amount exceeds (B) the sum of all Restricted Payments the Company has made from and after January 1, 1999 to the date of this Agreement; and (ii) cash or Permitted Promissory Notes in an aggregate amount not to exceed the 1999 Restricted Payment Amount. As used herein, "Permitted Promissory Note" means an unsecured promissory note of the Company which bears interest from the date of its issue until paid at the rate of 6% per annum and will become due and payable no earlier than the Adjustment Determination Date. -7-

(D) Section 6.02 is hereby amended by adding a second paragraph which reads in its entirety as follows: The Stockholders will have the right to prepare the initial draft of the Company's income tax Returns for the period from January 1, 1999 through the Closing Date, provided that (i) they deliver such draft Returns to USC at least 45 days prior to their due dates and (ii) they prepare such draft Returns in accordance with the Company's past practices and consistent with applicable Governmental Requirements. USC will have the right to review and revise such draft Returns before filing, provided that USC (i) will consult in good faith with the Responsible Officer regarding any such revision before it makes such filing and (ii) will not make any such revision without the consent of the Responsible Officer (which will not be unreasonably withheld or delayed) if such revision would be inconsistent with the Company's past practices, to the extent those practices were consistent with applicable Governmental Requirements. USC will not file any amendments to any income tax Return covering any period ending on or prior to the Effective Date without the consent of the Responsible Officer (which will not be unreasonably withheld or delayed), unless USC determines that such amendment is required by applicable Governmental Requirements. (E) Section 7.02(a) is hereby amended by adding the following to the end of that Section: Notwithstanding the foregoing, the Stockholders shall have no liability to indemnify or hold harmless any USC Indemnified Party in respect of any liability pursuant to clause (iii) of the previous sentence in respect of the termination, cancellation, revocation or loss of any of the certifications set forth in Section C of Schedule 2.15. (F) Notwithstanding the provisions of Section 10.07, Article VIII and the rights and obligations thereunder of the parties thereto will be governed by and construed in accordance with the substantive laws of the District of Columbia without regard to the conflicts of law provisions thereof. Paragraph 5 CERTAIN CONDITIONS TO CLOSING AND CONSUMMATION. (A) The obligations of the Stockholders with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.02(b): (i) the Executive Employment Agreement then will be in full force and effect and (ii) USC shall have tendered the USC Award Agreements to the respective recipients thereof, duly signed on its behalf by an authorized officer of USC. (B) The obligations of USC and USC Sub with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.03(b): the Executive Employment Agreement then will be in full force and effect. -8-

Paragraph 6 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one and the same agreement. Paragraph 7 NOTICES. For purposes of Section 10.06, notices will be initially addressed to the Stockholders and the Company, as follows: (A) if to a Stockholder, addressed to him or her at: Mr. Monte E. Newman 9455 Howes Road Dunkirk, Maryland 20754 or Mr. Murray S. Simpson 5809 Devonshire Drive Bethesda, Maryland 20816 or Ms. Cora S. Simpson 5809 Devonshire Drive Bethesda, Maryland 20816 or Mr. Edmund G. Simpson 5811 Hillburne Way Chevy Chase, Maryland 20815 or Ms. Virginia A. Simpson 5811 Hillburne Way Chevy Chase, Maryland 20815 ; and -9-

(B) if to the Company, addressed to it at: Opportunity Concrete Corporation 1601 South Capitol Street, S.W. P.O. Box 70579 Washington, D.C. 20024 Fax No.: (202) 479-0675 Attn: Monte E. Newman with copies (which will not constitute notice for purposes of this Agreement) to: Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W., Suite 800 Washington, D.C. 20036-6802 Fax No.: (202) 776-2222 Attn: John Byrnes Paragraph 8 ABANDONMENT OF MERGER. If this Agreement is terminated pursuant to Section 11.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect and, if the Certificate of Merger has been filed with the Secretary of State of the Company's Organization State prior to that termination, USC will take all actions that Counsel for the Company and the Stockholders advises USC are required by the applicable laws of the Company's Organization State and the State of Delaware to rescind the Merger or provide the Stockholders with the substantive equivalent thereof. [Signatures on following page] -10-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. U.S. CONCRETE, INC. By:_______________________________________ Eugene P. Martineau President and Chief Executive Officer OCC ACQUISITION INC. By:_______________________________________ Eugene P. Martineau President Opportunity Concrete Corporation By:_______________________________________ Monte E. Newman President Stockholders: ___________________________________________ Monte E. Newman, trustee of the Monte E. Newman Revocable Trust ___________________________________________ Murray S. Simpson, trustee of the CSS 1998 GRAT __________________________________________ Cora S. Simpson, trustee of the MSS 1998 GRAT __________________________________________ Edmund G. Simpson -11-

__________________________________________ Virginia A. Simpson The undersigned hereby joins in the execution of this Agreement individually as if the undersigned was a Stockholder individually for purposes of Article VIII. __________________________________________ Monte E. Newman __________________________________________ Murray S. Simpson __________________________________________ Cora S. Simpson -12-

ADDENDUM 1 to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Opportunity Concrete Corporation are parties A. Capitalized terms this Addendum uses, but does not define, have the meanings the captioned Agreement specifies. B. The Founding Companies are: Baer Concrete, Incorporated Bay Cities Building Materials Co., Inc. Central Concrete Supply Co., Inc. Opportunity Concrete Corporation R. G. Evans/Associates d/b/a Santa Rosa Cast Products Co. Walker's Concrete, Inc.

SCHEDULE 2(C) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Opportunity Concrete Corporation are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. The directors of the Surviving Corporation immediately after the Effective Time are as follows: Eugene P. Martineau and Michael W. Harlan. C. The officers of the Surviving Corporation immediately after the Effective Time are as follows: President.................................. Monte E. Newman Senior Vice President...................... Eugene P. Martineau Vice President, Treasurer and Secretary.... Michael W. Harlan End of Schedule

SCHEDULE 2(D) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Opportunity Concrete Corporation are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. Subject to increase by the amount of the Positive Net Adjustment, if any, and to decrease by the amount of the Negative Net Adjustment, if any, the aggregate Acquisition Consideration will be comprised of (1) $1,430,491 in cash, (2) 1,034,291 shares of USC Common Stock and (3) the Additional Cash Consideration. C. Each Stockholder will be entitled to receive his Pro Rata Share of the Acquisition Consideration pursuant to Paragraph 2(D), subject to the provisions of Paragraphs 2(E) and 2(F). End of Schedule

                                                                     EXHIBIT 2.2

                     AGREEMENT AND PLAN OF REORGANIZATION

                          DATED AS OF MARCH 22, 1999

                                 BY AND AMONG

                             U.S. CONCRETE, INC.,

                          WALKER'S ACQUISITION INC.,

                            WALKER'S CONCRETE, INC.

                                      AND

                         THE STOCKHOLDERS NAMED HEREIN


Reverse Triangular Merger; Non-Delaware Company; Multiple Stockholders; Company
Financial Statements

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of March 22, 1999 by and among U.S. Concrete, Inc., a Delaware corporation ("USC"), Walker's Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of USC ("USC Sub"), Walker's Concrete, Inc., a California corporation (the "Company"), and the persons listed on the signature page hereof under the caption "Stockholders" (the "Stockholders"). PRELIMINARY STATEMENT The parties to this Agreement have determined it is in their best long-term interests to effect a business combination pursuant to which: (a) USC Sub will merge into the Company on the terms and subject to the conditions set forth herein (that merger being the "Merger"); (b) USC will acquire the stock of all or some of the entities listed in the accompanying Addendum 1 (each, other than the Company, an "Other Founding Company" and, collectively with the Company, the "Founding Companies") pursuant to agreements that are (i) similar to this Agreement and (ii) entered into among those entities and their equity owners, USC and subsidiaries of USC (collectively, the "Other Agreements"); and (c) USC will effect a public offering of shares of its common stock and issue and sell those shares. The respective boards of directors of USC, USC Sub and the Company have approved and adopted this Agreement to effect a transaction subject to Section 351 of the Code. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and undertakings this Agreement contains, the parties hereto hereby agree as follows: Paragraph 1 CERTAIN DEFINED TERMS. The following terms this Agreement uses have the meanings this Paragraph 1 specifies. Capitalized terms this Agreement uses, but this Paragraph 1 does not define, have the meanings the preamble to this Agreement, the Preliminary Statement above or Article IX of the Uniform Provisions, as the case may be, specifies. "Acquired Business" means the Company. "Acquisition" means the Merger. "Acquisition Consideration" has the meaning Paragraph 2 specifies. -1-

"Additional Cash Consideration" means the product of (i) the quotient obtained from dividing (A) the sum of (i) the amount of cash Paragraph B of Schedule 2(D) sets forth in dollars and (ii) the 1998 Permitted Restricted Payment Amount by (B) $8.50 multiplied by (ii) the amount, if any, by which (A) the IPO Price exceeds (B) $8.50. "Ceiling Amount" means the sum of (i) $25,322,511, (ii) the Additional Cash Consideration, if any, (iii) the Positive Net Adjustment, if any, and (iv) the Negative Net Adjustment, if any; provided, however, that, for purposes of Sections 6.06(b) and 7.06(b), the Ceiling Amount is $18,991,883. "CGCL" means the General Corporation Law of the State of California. "Closing" has the meaning Paragraph 3 specifies. "Closing Date" means the IPO Pricing Date. "Company Capital Stock" means the Common Stock, par value $1.00 per share, of the Company. "Company Financial Statements" means (i) the audited balance sheets of the Company as of December 31, 1997 and December 31, 1998 and the related audited statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended December 31, 1998, together with the related audit report of the Independent Accountants. "Counsel for the Company and the Stockholders" means Ferrari, Olsen, Ottoboni & Bebb, LLP. "Counsel for USC and USC Sub" means Baker & Botts, L.L.P. "Current Balance Sheet" means the audited balance sheet of the Company as of December 31, 1998. "Current Balance Sheet Date" means December 31, 1998. "Current Balance Sheet Date Working Capital" means ($1,446,000). "Effective Date" means the IPO Closing Date. "Executive Employment Agreement" means the Employment Agreement entered into effective as of the IPO Closing Date between the Company and Robert S. Walker. "Initial Financial Statements" means the Company Financial Statements. -2-

"Minimum Cash Balance" means $25,000. "Pro Rata Share" of a Stockholder means (1) 71.25% in the case of Robert S. Walker and Karen Walker (jointly), trustees of the Walker Family Trust and (2) 28.75% in the case of Karob Investment Co., LP. "Responsible Officer" means Robert S. Walker. "Surviving Corporation" means the Company, which the Certificate of Merger will designate as the surviving corporation of the Merger. "Termination Date" means May 31, 1999; provided, however, that if (i) USC has filed the Registration Statement with the SEC prior to that date and (ii) the Stockholders would not be entitled to terminate this Agreement on that date otherwise than pursuant to Section 11.01(a)(ii), "Termination Date" means September 30, 1999. "Uniform Provisions" has the meaning Paragraph 4 specifies. "USC Award Agreements" means the award agreements, each in the form of Exhibit 1-A, pursuant to which USC, on the Closing Date, will grant to certain key employees of the Company Robert S. Walker has designated by written notice to USC and USC has approved by written notice to the Responsible Officer (which approval USC will not unreasonably withhold) prior to the Closing Date, pursuant to the U.S. Concrete, Inc. 1999 Employee Incentive Plan, or other similar stock option plan, options to purchase an aggregate not to exceed 119,252 shares of USC Common Stock at a per share exercise price equal to the IPO Price. "USC Sub Common Stock" means the Common Stock, par value $1.00 per share, of USC Sub. "1998 Restricted Payment Amount" means $0. Paragraph 2 (A) CERTIFICATE OF MERGER. Subject to the terms and conditions hereof, the Company will cause the Certificate of Merger to be duly executed and delivered on or promptly after the Closing Date and filed with the Secretary of State of the State of California and the Secretary of State of the State of Delaware. (B) THE EFFECTIVE TIME. The effective time of the Merger (the "Effective Time") will be the time on the Effective Date which the Certificate of Merger specifies or, if the Certificate of Merger does not specify another time, 8:00 a.m., Houston, Texas time, on the Effective Date. (C) CERTAIN EFFECTS OF THE MERGER. At and as of the Effective Time, (1) USC Sub will be merged with and into the Company in accordance with the provisions of the CGCL and the -3-

DGCL, (2) USC Sub will cease to exist as a separate legal entity, (3) the articles of incorporation of the Company will be amended to change the Company's authorized shares of capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the CGCL and the DGCL, (a) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and USC Sub and (b) be governed by the laws of the State of California, (5) the Charter Documents of the Company then in effect (after giving effect to the amendment to the Company's articles of incorporation specified in clause (3) of this sentence) will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the articles of incorporation) or (b) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (6) the initial board of directors of the Surviving Corporation will be the persons Schedule 2(C) names as such, and those persons will hold the office of director of the Surviving Corporation, subject to the provisions of the applicable laws of the State of California and the Charter Documents of the Surviving Corporation, and (7) the initial officers of the Surviving Corporation will be as Schedule 2(C) sets forth, and each of those persons will serve in each office Schedule 2(C) specifies for that person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office. (D) EFFECT OF THE MERGER ON CAPITAL STOCK. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1) the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will (a) convert into the right to receive, subject to the provisions of Paragraph 2(E), without interest, on surrender of the certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of USC Common Stock Schedule 2(D) sets forth and, if any, the Additional Cash Consideration (the "Acquisition Consideration"), (b) cease to be outstanding and to exist and (c) be canceled and retired; (2) each share of Company Capital Stock held in the treasury of the Company or any Company Subsidiary will (a) cease to be outstanding and to exist and (b) be canceled and retired; and (3) each share of USC Sub Common Stock issued and outstanding immediately prior to the Effective Time will convert into one share of Common Stock, par value $1.00 per share, of the Surviving Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Paragraph 2(E), without interest, the Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Paragraph 2(F). -4-

(E) DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective Time: (a) the Stockholders, as holders of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of USC Common Stock included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D). All shares of USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by USC at the Effective Time. (2) Each Stockholder will deliver to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Capital Stock owned by that Stockholder, duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each Stockholder will cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock that Person delivers. (3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to USC Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered certificates representing shares of Company Capital Stock for which whole shares of USC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (a) on that surrender USC will cause to be paid, to the Person in whose name the certificates representing those whole shares of USC Common Stock will then be issued, the amount of dividends or other distributions previously paid with respect to those whole shares of USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to that Person for and in lieu of fractional shares pursuant to Paragraph 2(F) and (b) at the appropriate payment date or as soon as practicable thereafter, USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to those whole shares of USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates. (F) Notwithstanding any other provision herein, USC will not issue any fractional shares of USC Common Stock, and if a Stockholder would be entitled hereunder to receive a fractional share of USC Common Stock but for this Paragraph 2(F), that Stockholder will be entitled hereunder to receive a cash payment for and in lieu thereof in the amount (rounded upward to the -5-

nearest whole cent) equal to that Stockholder's fractional interest in a share of USC Common Stock multiplied by the IPO Price. Paragraph 3 THE CLOSING. On or before the Closing Date, the parties hereto will take all actions necessary to (A) effect the Acquisition (including, as permitted by the CGCL and the DGCL, (i) the execution of a Certificate of Merger (a) meeting the requirements of the CGCL and the DGCL and (b) providing that the Merger will become effective on the Effective Date and (ii) the transmitting for filing of that Certificate of Merger with the Secretary of State of the State of California and the Secretary of State of the State of Delaware), (B) verify the existence and ownership of the certificates evidencing the Company Capital Stock to be exchanged for the Acquisition Consideration pursuant to Paragraph 2(E) and (C) satisfy the document delivery requirements on which the obligations of the parties to effect the Acquisition and the other transactions contemplated hereby are conditioned by the provisions of Article V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Baker & Botts, L.L.P., 30th Floor, 910 Louisiana, Houston, Texas at 10:00 a.m., Houston time, on the Closing Date, or at such later time on the Closing Date as USC specifies by written notice to the Responsible Officer. The actions taken at the Closing will not include the delivery of the Company Capital Stock to USC or the payment of the Acquisition Consideration to the Stockholders. Instead, on the IPO Closing Date, the Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of the Acquisition Consideration being paid by wire transfer pursuant to instructions the Stockholders deliver to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date will be closed and completed, as the case may be. Paragraph 4 INCORPORATION OF UNIFORM PROVISIONS. (A) The U.S. Concrete, Inc. Uniform Provisions for the Acquisition of Founding Companies attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein. (B) The Uniform Provisions are hereby amended by adding a Section 1.08 which reads in its entirety as follows: SECTION 1.08 TRUSTS. (a) Schedule 1.08 sets forth the legal name of each Stockholder that is a trustee (the "Trustees"), the name of the trust over which that Trustee serves (each a "Trust"), the state or other jurisdiction which governs that Trustee's duties with respect to that Trust, and the name of each beneficiary of that Trust (the "Beneficiaries"). (b) There has not been any challenge to (i) the authority, appointment or capacity of any Trustee to serve as such over the applicable Trust or (ii) the validity of any Trust. -6-

(c) Full and complete copies of all documents under which each Trust was created and all documents otherwise pertaining to each Trust or the duties and obligations of each Trustee serving over each Trust and all amendments, supplements or modifications thereto have been provided to USC. (d) The Trustees set forth opposite the name of each Trust on Schedule 1.08 are the sole Trustees of that Trust and each Trustee listed is a duly acting and qualified trustee of that Trust. Each of the Trustees has all requisite power and authority to execute and deliver each Transaction Document, to consummate the transactions contemplated thereby and to perform all the terms and conditions thereof to be performed by that Trustee. (e) No notice is required to be given to and no consent or joinder is required to be acquired from any Beneficiary in connection with the Transaction Documents or any of the transactions contemplated thereby and no objection has been received from any Beneficiary relating to the Transaction Documents or any of the transactions contemplated thereby. (C) Section 2.23(vi) is hereby amended by replacing "$25,000" with "$50,000." (D) Section 6.07 is hereby amended by deleting the definition of "Current Balance Sheet Date Adjusted Working Capital" contained therein and replacing it with the following: "Current Balance Sheet Date Adjusted Working Capital" means the amount by which (i) the Current Balance Sheet Date Working Capital exceeds (ii) the sum of (A) the Current Balance Sheet Excess Cash, (B) the 1998 Restricted Payment Amount and (C) $976,000. (E) Notwithstanding the provisions of Section 10.07, Article VIII and the rights and obligations thereunder of the parties thereto will be governed by and construed in accordance with the substantive laws of the State of California without regard to the conflicts of law provisions thereof. Paragraph 5 CERTAIN CONDITIONS TO CLOSING AND CONSUMMATION. (A) The obligations of the Stockholders with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.02(b): (i) the Executive Employment Agreement then will be in full force and effect and (ii) USC shall have tendered the USC Award Agreements to the respective recipients thereof, duly signed on its behalf by an authorized officer of USC. -7-

(B) The obligations of USC and USC Sub with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.03(b): the Executive Employment Agreement then will be in full force and effect. Paragraph 6 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one and the same agreement. Paragraph 7 NOTICES. For purposes of Section 10.06, notices will be initially addressed to the Stockholders and the Company, as follows: (A) if to a Stockholder, addressed to that Stockholder, in care of: Mr. Robert S. Walker 86 Red Birch Court Danville, California 94506 ; and (B) if to the Company, addressed to it at: Walker's Concrete Inc. 1844 West Winton Avenue Hayward, California 94545 Fax No.: (510) 782-1068 Attn: Robert S. Walker with copies (which will not constitute notice for purposes of this Agreement) to: Ferrari, Olsen, Ottoboni & Bebb, LLP 333 West Santa Clara Street, Suite 700 San Jose, California 95113 Fax No.: (408) 280-0151 Attn: Richard S. Bebb Paragraph 8 ABANDONMENT OF MERGER. If this Agreement is terminated pursuant to Section 11.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect and, if the Certificate of Merger has been filed with the Secretary of State of the Company's Organization State prior to that termination, each of the Company and USC Sub is authorized to execute and file with the Secretary of State of the Company's Organization State a certificate of that termination pursuant to Section 110 of the CGCL. -8-

[Signatures on following page] -9-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. U.S. CONCRETE, INC. By:________________________________________ Eugene P. Martineau President and Chief Executive Officer WALKER'S ACQUISITION INC. By:________________________________________ Eugene P. Martineau President WALKER'S CONCRETE, INC. By:________________________________________ Robert S. Walker President Stockholders: ___________________________________________ Robert S. Walker, co-trustee of the Walker Family Trust ___________________________________________ Karen Walker, co-trustee of the Walker Family Trust -10-

Karob Investment Co., LP. By:_______________________________________ Robert S. Walker, general partner Karob Investment Co., LP. By:________________________________________ Karen Walker, general partner Each of the undersigned hereby joins in the execution of this Agreement individually to be bound as if the undersigned was a Stockholder individually for the purposes of Article VIII. ___________________________________________ Robert S. Walker ___________________________________________ Karen Walker

ADDENDUM 1 to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Walker's Concrete, Inc. are parties A. Capitalized terms this Addendum uses, but does not define, have the meanings the captioned Agreement specifies. B. The Founding Companies are: Baer Concrete, Incorporated Bay Cities Building Materials Co., Inc. Central Concrete Supply Co., Inc. Opportunity Concrete Corporation R.G. Evans/Associates d/b/a Santa Rosa Cast Products Co. Walker's Concrete, Inc.

SCHEDULE 2(C) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Walker's Concrete, Inc. are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. The directors of the Surviving Corporation immediately after the Effective Time are as follows: Eugene P. Martineau and Michael W. Harlan. C. The officers of the Surviving Corporation immediately after the Effective Time are as follows: President ................................. Robert S. Walker Senior Vice President...................... Eugene P. Martineau Vice President, Treasurer and Secretary.... Michael W. Harlan End of Schedule

SCHEDULE 2(D) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Walker's Concrete, Inc. are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. Subject to increase by the amount of the Positive Net Adjustment, if any, and to decrease by the amount of the Negative Net Adjustment, if any, the aggregate Acquisition Consideration will be comprised of (1) $6,330,628 in cash, (2) 2,234,339 shares of USC Common Stock and (3) the Additional Cash Consideration. C. Each Stockholder will be entitled to receive that Stockholder's Pro Rata Share of the Acquisition Consideration pursuant to Paragraph 2(D), subject to the provisions of Paragraphs 2(E) and 2(F). End of Schedule

                                                                     EXHIBIT 2.3

                     AGREEMENT AND PLAN OF REORGANIZATION

                          DATED AS OF MARCH 22, 1999

                                 BY AND AMONG

                             U.S. CONCRETE, INC.,

                      CENTRAL CONCRETE ACQUISITION INC.,

                       CENTRAL CONCRETE SUPPLY CO., INC.

                                      AND

                         THE STOCKHOLDERS NAMED HEREIN

Reverse Triangular Merger; Non-Delaware Company; Multiple Stockholders; Company
Financial Statements

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of March 22, 1999 by and among U.S. Concrete, Inc., a Delaware corporation ("USC"), Central Concrete Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of USC ("USC Sub"), Central Concrete Supply Co., Inc., a California corporation (the "Company"), and the persons and trustees listed on the signature page hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder"). PRELIMINARY STATEMENT The parties to this Agreement have determined it is in their best long-term interests to effect a business combination pursuant to which: (a) USC Sub will merge into the Company on the terms and subject to the conditions set forth herein (that merger being the "Merger"); (b) USC will acquire the stock of all or some of the entities listed in the accompanying Addendum 1 (each, other than the Company, an "Other Founding Company" and, collectively with the Company, the "Founding Companies") pursuant to agreements that are (i) similar to this Agreement and (ii) entered into among those entities and their equity owners, USC and subsidiaries of USC (collectively, the "Other Agreements"); and (c) USC will effect a public offering of shares of its common stock and issue and sell those shares. The respective boards of directors of USC, USC Sub and the Company have approved and adopted this Agreement to effect a transaction subject to Section 351 of the Code. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and undertakings this Agreement contains, the parties hereto hereby agree as follows: Paragraph 1 CERTAIN DEFINED TERMS. The following terms this Agreement uses have the meanings this Paragraph 1 specifies. Capitalized terms this Agreement uses, but this Paragraph 1 does not define, have the meanings the preamble to this Agreement, the Preliminary Statement above or Article IX of the Uniform Provisions, as the case may be, specifies. "Acquired Business" means the Company. "Acquisition" means the Merger. "Acquisition Consideration" has the meaning Paragraph 2 specifies. -1-

"Additional Cash Consideration" means the product of (i) the quotient obtained from dividing (A) the sum of (i) the amount of cash Paragraph B of Schedule 2(D) sets forth in dollars and (ii) the 1998 Restricted Payment Amount by (B) $8.50 multiplied by (ii) the amount, if any, by which (A) the IPO Price exceeds (B) $8.50. "Ceiling Amount" means the sum of (i) $35,361,472, (ii) the Additional Cash Consideration, if any, (iii) the Positive Net Adjustment, if any, and (iv) the Negative Net Adjustment, if any; provided, however, that, for purposes of Sections 6.06(b) and 7.06(b), the Ceiling Amount is $26,521,104 "CGCL" means the General Corporation Law of the State of California. "Closing" has the meaning Paragraph 3 specifies. "Closing Date" means the IPO Pricing Date. "Company Capital Stock" means the Common Stock, no par value, of the Company. "Company Financial Statements" means the audited balance sheets of the Company as of December 31, 1997 and December 31, 1998 and the related audited statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended December 31, 1998, together with the related audit report of the Independent Accountants. "Counsel for the Company and the Stockholders" means Ferrari, Olsen, Ottoboni & Bebb, LLP. "Counsel for USC and USC Sub" means Baker & Botts, L.L.P. "Current Balance Sheet" means the audited balance sheet of the Company as of December 31, 1998. "Current Balance Sheet Date" means December 31, 1998. "Current Balance Sheet Date Working Capital" means $4,861,000. "Effective Date" means the IPO Closing Date. "Executive Employment Agreements" means the Employment Agreement entered into effective as of the IPO Closing Date between the Company and each of William T. Albanese and Thomas J. Albanese. -2-

"Facilities" means the real property and improvements located at 610 McKendrie Street, San Jose California and 755 Stockton Avenue, San Jose, California, as more fully described in the Facilities Lease. "Facilities Leases" means the leases in the form thereof attached hereto as Exhibit 1-A and Exhibit 1-B pursuant to which the Stockholders will lease the Facilities to the Company for the period and on the other terms specified therein. "Initial Financial Statements" means the Company Financial Statements. "Minimum Cash Balance" means $500,000. "Pro Rata Share" of a Stockholder means: (i) 42.10% in the case of William T. Albanese and Mari C. Albanese (jointly), trustees of the William T. Albanese 1981 Trust, as amended; (ii) 42.10% in the case of Thomas J. Albanese and Maureen H. Albanese (jointly), trustees of the Thomas T. Albanese Trust, as amended; (iii) 4.17% in the case of Daniel C. Albanese; (iv) 4.17% in the case of Lauren M. Albanese; (v) 2.49% in the case of Nicole M. Albanese; (vi) 2.49% in the case of Jennifer A. Albanese; and (vii) 2.48% in the case of Michelle L. Albanese. "Responsible Officer" means William T. Albanese. "Surviving Corporation" means the Company, which the Certificate of Merger will designate as the surviving corporation of the Merger. "Termination Date" means May 31, 1999; provided, however, that if (i) USC has filed the Registration Statement with the SEC prior to that date and (ii) the Stockholders would not be entitled to terminate this Agreement on that date otherwise than pursuant to Section 11.01(a)(ii), "Termination Date" means September 30, 1999. "Uniform Provisions" has the meaning Paragraph 4 specifies. "USC Award Agreements" means the award agreements, each in the form of Exhibit 1-C, pursuant to which USC, on the Closing Date, will grant to certain key employees of the Company William T. Albanese has designated by written notice to USC and USC has approved by written notice to the Responsible Officer (which approval USC will not unreasonably withhold) prior to the Closing Date, pursuant to the U.S. Concrete, Inc. 1999 Employee Incentive Plan, or other similar stock option plan, options to purchase an aggregate not to exceed 166,529 shares of USC Common Stock at a per share exercise price equal to the IPO Price. "USC Sub Common Stock" means the Common Stock, par value $1.00 per share, of USC Sub. -3-

"1998 Restricted Payment Amount" means $4,952,000. Paragraph 2 (A) CERTIFICATE OF MERGER. Subject to the terms and conditions hereof, the Company will cause the Certificate of Merger to be duly executed and delivered on or promptly after the Closing Date and filed with the Secretary of State of the State of California and the Secretary of State of the State of Delaware. (B) THE EFFECTIVE TIME. The effective time of the Merger (the "Effective Time") will be the time on the Effective Date which the Certificate of Merger specifies or, if the Certificate of Merger does not specify another time, 8:00 a.m., Houston, Texas time, on the Effective Date. (C) CERTAIN EFFECTS OF THE MERGER. At and as of the Effective Time, (1) USC Sub will be merged with and into the Company in accordance with the provisions of the CGCL and the DGCL, (2) USC Sub will cease to exist as a separate legal entity, (3) the articles of incorporation of the Company will be amended to change the Company's authorized shares of capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the CGCL and the DGCL, (a) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and USC Sub and (b) be governed by the laws of the State of California, (5) the Charter Documents of the Company then in effect (after giving effect to the amendment to the Company's articles of incorporation specified in clause (3) of this sentence) will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the articles of incorporation) or (b) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (6) the initial board of directors of the Surviving Corporation will be the persons Schedule 2(C) names as such, and those persons will hold the office of director of the Surviving Corporation, subject to the provisions of the applicable laws of the State of California and the Charter Documents of the Surviving Corporation, and (7) the initial officers of the Surviving Corporation will be as Schedule 2(C) sets forth, and each of those persons will serve in each office Schedule 2(C) specifies for that person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office. (D) EFFECT OF THE MERGER ON CAPITAL STOCK. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1) the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will (a) convert into the right to receive, subject to the provisions of Paragraph 2(E), without interest, on surrender of the certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of USC Common Stock Schedule 2(D) sets forth and, if any, the Additional Cash Consideration (the "Acquisition Consideration"), (b) cease to be outstanding and to exist and (c) be canceled and retired; -4-

(2) each share of Company Capital Stock held in the treasury of the Company or any Company Subsidiary will (a) cease to be outstanding and to exist and (b) be canceled and retired; and (3) each share of USC Sub Common Stock issued and outstanding immediately prior to the Effective Time will convert into one share of Common Stock, par value $1.00 per share, of the Surviving Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Paragraph 2(E), without interest, the Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Paragraph 2(F). (E) DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective Time: (a) the Stockholders, as holders of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of USC Common Stock included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D). All shares of USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by USC at the Effective Time. (2) Each Stockholder will deliver to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Capital Stock owned by that Stockholder, duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each Stockholder will cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock that Person delivers. (3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to USC Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered certificates representing shares of Company Capital Stock for which whole shares of USC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (a) on that surrender USC will cause to be paid, to the Person in whose name the certificates representing those whole shares of USC Common Stock will then be issued, the amount of dividends or other distributions -5-

previously paid with respect to those whole shares of USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to that Person for and in lieu of fractional shares pursuant to Paragraph 2(F) and (b) at the appropriate payment date or as soon as practicable thereafter, USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to those whole shares of USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates. (F) Notwithstanding any other provision herein, USC will not issue any fractional shares of USC Common Stock, and if any Stockholder would be entitled hereunder to receive a fractional share of USC Common Stock but for this Paragraph 2(F), that Stockholder will be entitled hereunder to receive a cash payment for and in lieu thereof in the amount (rounded upward to the nearest whole cent) equal to that Stockholder's fractional interest in a share of USC Common Stock multiplied by the IPO Price. Paragraph 3 THE CLOSING. On or before the Closing Date, the parties hereto will take all actions necessary to (A) effect the Acquisition (including, as permitted by the CGCL and the DGCL, (i) the execution of a Certificate of Merger (a) meeting the requirements of the CGCL and the DGCL and (b) providing that the Merger will become effective on the Effective Date and (ii) the transmitting for filing of that Certificate of Merger with the Secretary of State of the State of California and the Secretary of State of the State of Delaware), (B) verify the existence and ownership of the certificates evidencing the Company Capital Stock to be exchanged for the Acquisition Consideration pursuant to Paragraph 2(E) and (C) satisfy the document delivery requirements on which the obligations of the parties to effect the Acquisition and the other transactions contemplated hereby are conditioned by the provisions of Article V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Baker & Botts, L.L.P., 30th Floor, 910 Louisiana, Houston, Texas at 10:00 a.m., Houston time, on the Closing Date, or at such later time on the Closing Date as USC specifies by written notice to the Responsible Officer. The actions taken at the Closing will not include the delivery of the Company Capital Stock to USC or the payment of the Acquisition Consideration to the Stockholders. Instead, on the IPO Closing Date, the Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of the Acquisition Consideration being paid by wire transfer pursuant to instructions the Stockholders deliver to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date will be closed and completed, as the case may be. Paragraph 4 INCORPORATION OF UNIFORM PROVISIONS. (A) The U.S. Concrete, Inc. Uniform Provisions for the Acquisition of Founding Companies attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein. -6-

(B) The Uniform Provisions are hereby amended by adding a Section 1.08 which reads in its entirety as follows: SECTION 1.08 TRUSTS. (a) Schedule 1.08 sets forth the legal name of each Stockholder that is a trustee (the "Trustees"), the name of the trust over which that Trustee serves (each a "Trust"), the state or other jurisdiction which governs that Trustee's duties with respect to that Trust, and the name of each beneficiary of that Trust (the "Beneficiaries"). (b) There has not been any challenge to (i) the authority, appointment or capacity of any Trustee to serve as such over the applicable Trust or (ii) the validity of any Trust. (c) Full and complete copies of all documents under which each Trust was created and all documents otherwise pertaining to each Trust or the duties and obligations of each Trustee serving over each Trust and all amendments, supplements or modifications thereto have been provided to USC. (d) The Trustees set forth opposite the name of each Trust on Schedule 1.08 are the sole Trustees of that Trust and each Trustee listed is a duly acting and qualified trustee of that Trust. Each of the Trustees has all requisite power and authority to execute and deliver each Transaction Document, to consummate the transactions contemplated thereby and to perform all the terms and conditions thereof to be performed by that Trustee. (e) No notice is required to be given to and no consent or joinder is required to be acquired from any Beneficiary in connection with the Transaction Documents or any of the transactions contemplated thereby and no objection has been received from any Beneficiary relating to the Transaction Documents or any of the transactions contemplated thereby. (C) Section 2.23(vi) is hereby amended by replacing "$25,000" with "$50,000." (D) Section 4.03 is hereby amended by adding at the end thereof the following: ; provided, however, that the Company may make Restricted Payments to its Stockholders as dividends consisting of: (i) cash or Permitted Promissory Notes (valued at the principal amount thereof) in an aggregate amount not to exceed the amount by which (A) the 1998 Restricted Payment Amount exceeds (B) the sum of all Restricted Payments the Company has made from and after January 1, 1999 to the date of this Agreement; and (ii) Permitted -7-

Promissory Notes in an aggregate principal amount not to exceed the 1999 Restricted Payment Amount. As used herein, "Permitted Promissory Note" means an unsecured promissory note of the Company which bears interest from the date of its issue until paid at the rate of 6% per annum and will become due and payable no earlier than the Adjustment Determination Date. (E) Section 6.02 is hereby amended by adding a second paragraph which reads in its entirety as follows: The Stockholders will have the right to prepare the initial draft of the Company's income tax Returns for the period from January 1, 1999 through the Closing Date, provided that (i) they deliver such draft Returns to USC at least 45 days prior to their due dates and (ii) they prepare such draft Returns in accordance with the Company's past practices and consistent with applicable Governmental Requirements. USC will have the right to review and revise such draft Returns before filing, provided that USC (i) will consult in good faith with the Responsible Officer regarding any such revision before it makes such filing and (ii) will not make any such revision without the consent of the Responsible Officer (which will not be unreasonably withheld or delayed) if such revision would be inconsistent with the Company's past practices, to the extent those practices were consistent with applicable Governmental Requirements. USC will not file any amendments to any income tax Return covering any period ending on or prior to the Effective Date without the consent of the Responsible Officer (which will not be unreasonably withheld or delayed), unless USC determines that such amendment is required by applicable Governmental Requirements. (F) Notwithstanding the provisions of Section 10.07, Article VIII and the rights and obligations thereunder of the parties thereto will be governed by and construed in accordance with the substantive laws of the State of California without regard to the conflicts of law provisions thereof. Paragraph 5 CERTAIN CONDITIONS TO CLOSING AND CONSUMMATION. (A) The obligations of the Stockholders with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.02(b): (i) each of the Executive Employment Agreements and the Facilities Leases then will be in full force and effect and (ii) USC shall have tendered the USC Award Agreements to the respective recipients thereof, duly signed on its behalf by an authorized officer of USC. (B) The obligations of USC and USC Sub with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.03(b): each of the Executive Employment Agreements and the Facilities Leases then will be in full force and effect. -8-

Paragraph 6 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one and the same agreement. Paragraph 7 NOTICES. For purposes of Section 10.06, notices will be initially addressed to the Stockholders and the Company, as follows: (A) if to a Stockholder, addressed to him or her at: Mr. William T. Albanese and Mrs. Mari C. Albanese 17070 Lon Road Los Gatos, California 95033 or Mr. Daniel C. Albanese 272 Bieber Avenue San Jose, California 95123 or Ms. Lauren M. Albanese 111 Edelen Avenue Los Gatos, California 90530 or Mr. Thomas J. Albanese and Mrs. Maureen H. Albanese 15435 Pepper Lane Saratoga, California 95070 or Ms. Nicole M. Albanese 15435 Pepper Lane Saratoga, California 95070 or Ms. Jennifer A. Albanese 15435 Pepper Lane Saratoga, California 95070 -9-

or Ms. Michelle L. Albanese 15435 Pepper Lane Saratoga, California 95070 ; and (B) if to the Company, addressed to it at: Central Concrete Supply Co., Inc. 610 McKendrie Street San Jose, California 95110 Fax No.: (408) 294-3162 Attn: William T. Albanese with copies (which will not constitute notice for purposes of this Agreement) to: Ferrari, Olsen, Ottoboni & Bebb, LLP 333 West Santa Clara Street, Suite 700 San Jose, California 95113 Fax No.: (408) 280-0151 Attn: Richard S. Bebb Paragraph 8 ABANDONMENT OF MERGER. If this Agreement is terminated pursuant to Section 11.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect and, if the Certificate of Merger has been filed with the Secretary of State of the Company's Organization State prior to that termination, each of the Company and USC Sub is authorized to execute and file with the Secretary of State of the Company's Organization State a certificate of that termination pursuant to Section 110 of the CGCL. [Signatures on following page] -10-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. U.S. CONCRETE, INC. By:_______________________________________ Eugene P. Martineau President and Chief Executive Officer CENTRAL CONCRETE ACQUISITION INC. By:_______________________________________ Eugene P. Martineau President CENTRAL CONCRETE SUPPLY CO., INC. By:________________________________________ William T. Albanese President Stockholders: ____________________________________________ William T. Albanese, trustee under the Revocable Trust Agreement dated March 17, 1981, as amended, for the benefit of William T. Albanese ____________________________________________ Mari C. Albanese, trustee under the Revocable Trust Agreement dated March 17, 1981, as amended, for the benefit of William T. Albanese -11-

____________________________________________ Daniel C. Albanese ____________________________________________ Lauren M. Albanese Cerrito ____________________________________________ Thomas J. Albanese, trustee under the Revocable Trust Agreement dated March 17, 1981, as amended, for the benefit of Thomas J. Albanese ____________________________________________ Maureen H. Albanese, trustee under the Revocable Trust Agreement dated March 17, 1981, as amended, for the benefit of Thomas J. Albanese ____________________________________________ Nicole M. Albanese ____________________________________________ Jennifer A. Albanese ____________________________________________ Michelle L. Albanese -12-

Each of the undersigned hereby joins in the execution of this Agreement individually to be bound as if the undersigned was a Stockholder individually for the purposes of Article VIII. ____________________________________________ William T. Albanese ____________________________________________ Maureen H. Albanese ____________________________________________ Thomas J. Albanese ____________________________________________ Mari C. Albanese THE UNDERSIGNED, being the spouse of Lauren M. Albanese Cerrito, hereby joins in the execution of this Agreement to reflect the undersigned's understanding and agreement to the terms herein contained, and to consent to the Merger and the conversion of the entire interest of that Stockholder in the shares of Company Capital Stock (including any community interest the undersigned may have in those shares) into that Stockholder's Pro Rata Share of the Acquisition Consideration on the terms and for the consideration herein expressed. ____________________________________________ Joseph Cerrito -13-

ADDENDUM 1 to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Central Concrete Supply Co., Inc. are parties A. Capitalized terms this Addendum uses, but does not define, have the meanings the captioned Agreement specifies. B. The Founding Companies are: Baer Concrete, Incorporated Bay Cities Building Materials Co., Inc. Central Concrete Supply Co., Inc. Opportunity Concrete Corporation R.G. Evans/Associates d/b/a Santa Rosa Cast Products Co. Walker's Concrete, Inc.

SCHEDULE 2(C) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Central Concrete Supply Co., Inc. are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. The directors of the Surviving Corporation immediately after the Effective Time are as follows: Eugene P. Martineau and Michael W. Harlan. C. The officers of the Surviving Corporation immediately after the Effective Time are as follows: President.................................. William T. Albanese Senior Vice President...................... Eugene P. Martineau Vice President, Treasurer and Secretary.... Michael W. Harlan End of Schedule

SCHEDULE 2(D) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Central Concrete Supply Co., Inc. are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. Subject to increase by the amount of the Positive Net Adjustment, if any, and to decrease by the amount of the Negative Net Adjustment, if any, the aggregate Acquisition Consideration will be comprised of (1) $3,888,368 in cash, (2) 3,120,130 shares of USC Common Stock and (3) the Additional Cash Consideration. C. Each Stockholder will be entitled to receive his Pro Rata Share of the Acquisition Consideration pursuant to Paragraph 2(D), subject to the provisions of Paragraphs 2(E) and 2(F). End of Schedule

                                                                     EXHIBIT 2.4

                     AGREEMENT AND PLAN OF REORGANIZATION

                          DATED AS OF MARCH 22, 1999

                                 BY AND AMONG

                             U.S. CONCRETE, INC.,

                         BAY CITIES ACQUISITION INC.,

                    BAY CITIES BUILDING MATERIALS CO., INC.

                                      AND

                         THE STOCKHOLDERS NAMED HEREIN


Reverse Triangular Merger; Non-Delaware Company; Multiple Stockholders; Company
Financial Statements

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of March 22, 1999 by and among U.S. Concrete, Inc., a Delaware corporation ("USC"), Bay Cities Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of USC ("USC Sub"), BAY CITIES BUILDING MATERIALS CO., INC., a California corporation (the "Company"), and the persons listed on the signature page hereof under the caption "Stockholders" (collectively, the "Stockholders," and each of those persons, individually, a "Stockholder"). PRELIMINARY STATEMENT The parties to this Agreement have determined it is in their best long-term interests to effect a business combination pursuant to which: (a) USC Sub will merge into the Company on the terms and subject to the conditions set forth herein (that merger being the "Merger"); (b) USC will acquire the stock of all or some of the entities listed in the accompanying Addendum 1 (each, other than the Company, an "Other Founding Company" and, collectively with the Company, the "Founding Companies") pursuant to agreements that are (i) similar to this Agreement and (ii) entered into among those entities and their equity owners, USC and subsidiaries of USC (collectively, the "Other Agreements"); and (c) USC will effect a public offering of shares of its common stock and issue and sell those shares. The respective boards of directors of USC, USC Sub and the Company have approved and adopted this Agreement to effect a transaction subject to Section 351 of the Code. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and undertakings this Agreement contains, the parties hereto hereby agree as follows: Paragraph 1 CERTAIN DEFINED TERMS. The following terms this Agreement uses have the meanings this Paragraph 1 specifies. Capitalized terms this Agreement uses, but this Paragraph 1 does not define, have the meanings the preamble to this Agreement, the Preliminary Statement above or Article IX of the Uniform Provisions, as the case may be, specifies. "Acquired Business" means the Company. "Acquisition" means the Merger. "Acquisition Consideration" has the meaning Paragraph 2 specifies. -1-

"Additional Cash Consideration" means the product of (i) the quotient obtained from dividing (A) the sum of (i) $5,302,046 and (ii) the 1998 Permitted Restricted Payment by (B) $8.50 multiplied by (ii) the amount, if any, by which (A) the IPO Price exceeds (B) $8.50. "BCBM" means BCBM Transport, Inc., a California corporation, and wholly owned subsidiary of the Company. "Ceiling Amount" means the sum of (i) $24,508,185, (ii) the Additional Cash Consideration, if any, (iii) the Positive Net Adjustment, if any, and (iv) the Negative Net Adjustment, if any; provided, however, that, for purposes of Sections 6.06(b) and 7.06(b), the Ceiling Amount is $15,906,139. "CGCL" means the General Corporation Law of the State of California. "Closing" has the meaning Paragraph 3 specifies. "Closing Date" means the IPO Pricing Date. "Company Capital Stock" means the Common Stock, no par value, of the Company. "Company Financial Statements" means the audited balance sheets of the Company as of December 31, 1997 and December 31, 1998 and the related audited statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended December 31, 1998, together with the related audit report of the Independent Accountants. "Counsel for the Company and the Stockholders" means Ferrari, Olsen, Ottoboni & Bebb, LLP. "Counsel for USC and USC Sub" means Baker & Botts, L.L.P. "Current Balance Sheet" means the audited balance sheet of the Company as of December 31, 1998. "Current Balance Sheet Date" means December 31, 1998. "Current Balance Sheet Date Working Capital" means ($666,000). "Effective Date" means the IPO Closing Date. "Executive Employment Agreement" means the Employment Agreement entered into effective as of the IPO Closing Date between the Company and Neil J. Vannucci. -2-

"Initial Financial Statements" means the Company Financial Statements. "Minimum Cash Balance" means $500,000. "Pro Rata Share" of a Stockholder means: (i) 47.97% in the case of Neil J. Vannucci; (ii) 47.97% in the case of Gloria Satterfield; (iii) 2.03% in the case of Nino Campagna; and (iv) 2.03% in the case of William Monlux. "Responsible Officer" means Neil J. Vannucci. "Surviving Corporation" means the Company, which the Certificate of Merger will designate as the surviving corporation of the Merger. "Termination Date" means May 31, 1999; provided, however, that if (i) USC has filed the Registration Statement with the SEC prior to that date and (ii) the Stockholders would not be entitled to terminate this Agreement on that date otherwise than pursuant to Section 11.01(a)(ii), "Termination Date" means September 30, 1999. "Uniform Provisions" has the meaning Paragraph 4 specifies. "USC Award Agreements" means the award agreements, each in the form of Exhibit 1-A, pursuant to which USC, on the Closing Date, will grant to certain key employees of the Company Neil J. Vannucci has designated by written notice to USC and USC has approved by written notice to the Responsible Officer (which approval USC will not unreasonably withhold) prior to the Closing Date, pursuant to the U.S. Concrete, Inc. 1999 Employee Incentive Plan, or other similar stock option plan, options to purchase an aggregate not to exceed 115,418 shares of USC Common Stock at a per share exercise price equal to the IPO Price. "USC Sub Common Stock" means the Common Stock, par value $1.00 per share, of USC Sub. "1998 Permitted Restricted Payment" means $0. Paragraph 2 (A) CERTIFICATE OF MERGER. Subject to the terms and conditions hereof, the Company will cause the Certificate of Merger to be duly executed and delivered on or promptly after the Closing Date and filed with the Secretary of State of the State of California and the Secretary of State of the State of Delaware. (B) THE EFFECTIVE TIME. The effective time of the Merger (the "Effective Time") will be the time on the Effective Date which the Certificate of Merger specifies or, if the Certificate of Merger does not specify another time, 8:00 a.m., Houston, Texas time, on the Effective Date. -3-

(C) CERTAIN EFFECTS OF THE MERGER. At and as of the Effective Time, (1) USC Sub will be merged with and into the Company in accordance with the provisions of the CGCL and the DGCL, (2) USC Sub will cease to exist as a separate legal entity, (3) the articles of incorporation of the Company will be amended to change the Company's authorized shares of capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the CGCL and the DGCL, (a) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and USC Sub and (b) be governed by the laws of the State of California, (5) the Charter Documents of the Company then in effect (after giving effect to the amendment to the Company's articles of incorporation specified in clause (3) of this sentence) will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the articles of incorporation) or (b) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (6) the initial board of directors of the Surviving Corporation will be the persons Schedule 2(C) names as such, and those persons will hold the office of director of the Surviving Corporation, subject to the provisions of the applicable laws of the State of California and the Charter Documents of the Surviving Corporation, and (7) the initial officers of the Surviving Corporation will be as Schedule 2(C) sets forth, and each of those persons will serve in each office Schedule 2(C) specifies for that person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office. (D) EFFECT OF THE MERGER ON CAPITAL STOCK. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1) the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will (a) convert into the right to receive, subject to the provisions of Paragraph 2(E), without interest, on surrender of the certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of USC Common Stock Schedule 2(D) sets forth and, if any, the Additional Cash Consideration (the "Acquisition Consideration"), (b) cease to be outstanding and to exist and (c) be canceled and retired; (2) each share of Company Capital Stock held in the treasury of the Company or any Company Subsidiary will (a) cease to be outstanding and to exist and (b) be canceled and retired; and (3) each share of USC Sub Common Stock issued and outstanding immediately prior to the Effective Time will convert into one share of Common Stock, par value $1.00 per share, of the Surviving Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Paragraph 2(E), without interest, -4-

the Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Paragraph 2(F). (E) DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective Time: (a) the Stockholders, as holders of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of USC Common Stock included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D). All shares of USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by USC at the Effective Time. (2) Each Stockholder will deliver to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Capital Stock owned by that Stockholder, duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. Each Stockholder will cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock that Person delivers. (3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to USC Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered certificates representing shares of Company Capital Stock for which whole shares of USC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (a) on that surrender USC will cause to be paid, to the Person in whose name the certificates representing those whole shares of USC Common Stock will then be issued, the amount of dividends or other distributions previously paid with respect to those whole shares of USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to that Person for and in lieu of fractional shares pursuant to Paragraph 2(F) and (b) at the appropriate payment date or as soon as practicable thereafter, USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to those whole shares of USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates. (F) Notwithstanding any other provision herein, USC will not issue any fractional shares of USC Common Stock, and if any Stockholder would be entitled hereunder to receive a -5-

fractional share of USC Common Stock but for this Paragraph 2(F), that Stockholder will be entitled hereunder to receive a cash payment for and in lieu thereof in the amount (rounded upward to the nearest whole cent) equal to that Stockholder's fractional interest in a share of USC Common Stock multiplied by the IPO Price. Paragraph 3 THE CLOSING. On or before the Closing Date, the parties hereto will take all actions necessary to (A) effect the Acquisition (including, as permitted by the CGCL and the DGCL, (i) the execution of a Certificate of Merger (a) meeting the requirements of the CGCL and the DGCL and (b) providing that the Merger will become effective on the Effective Date and (ii) the transmitting for filing of that Certificate of Merger with the Secretary of State of the State of California and the Secretary of State of the State of Delaware), (B) verify the existence and ownership of the certificates evidencing the Company Capital Stock to be exchanged for the Acquisition Consideration pursuant to Paragraph 2(E) and (C) satisfy the document delivery requirements on which the obligations of the parties to effect the Acquisition and the other transactions contemplated hereby are conditioned by the provisions of Article V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Baker & Botts, L.L.P., 30th Floor, 910 Louisiana, Houston, Texas at 10:00 a.m., Houston time, on the Closing Date, or at such later time on the Closing Date as USC specifies by written notice to the Responsible Officer. The actions taken at the Closing will not include the delivery of the Company Capital Stock to USC or the payment of the Acquisition Consideration to the Stockholders. Instead, on the IPO Closing Date, the Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of the Acquisition Consideration being paid by wire transfer pursuant to instructions the Stockholders deliver to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date will be closed and completed, as the case may be. Paragraph 4 INCORPORATION OF UNIFORM PROVISIONS. (A) The U.S. Concrete, Inc. Uniform Provisions for the Acquisition of Founding Companies attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein. (B) Section 2.23(vi) is hereby amended by replacing "$25,000" with "$50,000." (C) The provisions of Article VIII will not prohibit Neil J. Vannucci from developing, owning and operating a cement and/or aggregates import terminal in the San Francisco Bay Area, provided that (i) USC (or any one or more of its Subsidiaries it designates) has the contractual right to purchase at least 90% of the cement and aggregates that terminal imports each year at prices equal to or less than then prevailing market prices, (ii) USC (or any one or more of its Subsidiaries it designates) has the contractual right to operate any ready-mixed concrete operation at the terminal location for its own benefit and (iii) USC is granted an option to purchase the terminal facility, exercisable at any time from the start-up of the terminal's operations to the 10th anniversary of that date at a purchase price determined by an appraisal firm USC selects which is reasonably acceptable to Mr. Vannucci. -6-

(D) Notwithstanding the provisions of Section 10.07, Article VIII and the rights and obligations thereunder of the parties thereto will be governed by and construed in accordance with the substantive laws of the State of California without regard to the conflicts of law provisions thereof. Paragraph 5 CERTAIN CONDITIONS TO CLOSING AND CONSUMMATION. (A) The obligations of the Stockholders with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.02(b): (i) the Executive Employment Agreement then will be in full force and effect and (ii) USC shall have tendered the USC Award Agreements to the respective recipients thereof, duly signed on its behalf by an authorized officer of USC. (B) The obligations of USC and USC Sub with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.03(b): the Executive Employment Agreement then will be in full force and effect. Paragraph 6 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one and the same agreement. Paragraph 7 NOTICES. For purposes of Section 10.06, notices will be initially addressed to the Stockholders and the Company, as follows: (A) if to a Stockholder, addressed to him or her at: Neil J. Vannucci 1981 Eucalyptus Ave. San Carlos, California 94070 or Gloria Satterfield 2811 Crestmoor Dr. San Bruno, California 94066 or Nino Campagna 934 Larkspur Dr. Millbrae, California 94030 or -7-

William Monlux 5128 Brophy Dr. Fremont, California 94536 ; and (B) if to the Company, addressed to it at: BAY CITIES BUILDING MATERIALS CO., INC. 150 So. Linden Avenue So. San Francisco, California 94080 Fax No.: (650) 871-5745 Attn: Neil J. Vannucci with copies (which will not constitute notice for purposes of this Agreement) to: Ferrari, Olsen, Ottoboni & Bebb, LLP 333 West Santa Clara Street, Suite 700 San Jose, California 95113 Fax No.: (408) 280-0151 Attn: Richard S. Bebb Paragraph 8 ABANDONMENT OF MERGER. If this Agreement is terminated pursuant to Section 11.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect and, if the Certificate of Merger has been filed with the Secretary of State of the Company's Organization State prior to that termination, each of the Company and USC Sub is authorized to execute and file with the Secretary of State of the Company's Organization State a certificate of that termination pursuant to Section 110 of the CGCL. [Signatures on following page] -8-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. U.S. CONCRETE, INC. By:________________________________________ Eugene P. Martineau President and Chief Executive Officer BAY CITIES ACQUISITION INC. By:________________________________________ Eugene P. Martineau President BAY CITIES BUILDING MATERIALS CO., INC. By:________________________________________ Neil J. Vannucci President Stockholders: ____________________________________________ Neil J. Vannucci ____________________________________________ Gloria Satterfield ____________________________________________ Nino Campagna ____________________________________________ William Monlux -9-

THE UNDERSIGNED, being the spouse of Neil J. Vannucci, hereby joins in the execution of this Agreement to reflect the undersigned's understanding and agreement to the terms herein contained, and to consent to the Merger and the conversion of the entire interest of that Stockholder in the shares of Company Capital Stock (including any community interest the undersigned may have in those shares) into that Stockholder's Pro Rata Share of the Acquisition Consideration on the terms and for the consideration herein expressed. ____________________________________________ Margaret Ann Vannucci THE UNDERSIGNED, being the spouse of Gloria L. Satterfield, hereby joins in the execution of this Agreement to reflect the undersigned's understanding and agreement to the terms herein contained, and to consent to the Merger and the conversion of the entire interest of that Stockholder in the shares of Company Capital Stock (including any community interest the undersigned may have in those shares) into that Stockholder's Pro Rata Share of the Acquisition Consideration on the terms and for the consideration herein expressed. ____________________________________________ Curtis H. Satterfield THE UNDERSIGNED, being the spouse of Nino Campagna, hereby joins in the execution of this Agreement to reflect the undersigned's understanding and agreement to the terms herein contained, and to consent to the Merger and the conversion of the entire interest of that Stockholder in the shares of Company Capital Stock (including any community interest the undersigned may have in those shares) into that Stockholder's Pro Rata Share of the Acquisition Consideration on the terms and for the consideration herein expressed. ____________________________________________ Millie Campagna -10-

ADDENDUM 1 to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and BAY CITIES BUILDING MATERIALS CO., INC are parties A. Capitalized terms this Addendum uses, but does not define, have the meanings the captioned Agreement specifies. B. The Founding Companies are: Baer Concrete, Incorporated Bay Cities Building Materials Co., Inc. Central Concrete Supply Co., Inc. Opportunity Concrete Corporation R.G. Evans/Associates d/b/a Santa Rosa Cast Products Co. Walker's Concrete, Inc.

SCHEDULE 2(C) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and BAY CITIES BUILDING MATERIALS CO., INC are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. The directors of the Surviving Corporation and BCBM immediately after the Effective Time are as follows: Eugene P. Martineau and Michael W. Harlan. C. The officers of the Surviving Corporation and BCBM immediately after the Effective Time are as follows: President.................................. Neil J. Vannucci Senior Vice President...................... Eugene P. Martineau Vice President, Treasurer and Secretary.... Michael W. Harlan End of Schedule

SCHEDULE 2(D) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and BAY CITIES BUILDING MATERIALS CO., INC are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. Subject to increase by the amount of the Positive Net Adjustment, if any, and to decrease by the amount of the Negative Net Adjustment, if any, the aggregate Acquisition Consideration will be comprised of (1) $8,602,046 in cash, (2) 1,871,310 shares of USC Common Stock and (3) the Additional Cash Consideration. C. Each Stockholder will be entitled to receive his Pro Rata Share of the Acquisition Consideration pursuant to Paragraph 2(D), subject to the provisions of Paragraphs 2(E) and 2(F). End of Schedule

                                                                     EXHIBIT 2.5

                     AGREEMENT AND PLAN OF REORGANIZATION

                          DATED AS OF MARCH 22, 1999

                                 BY AND AMONG

                             U.S. CONCRETE, INC.,

                             BAER ACQUISITION INC.,

                          BAER CONCRETE, INCORPORATED

                                      AND

                         THE STOCKHOLDER NAMED HEREIN

Reverse Triangular Merger; Non-Delaware Company; Single Stockholder; Company
Financial Statements

                                     -1-

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of March 22, 1999 by and among U.S. Concrete, Inc., a Delaware corporation ("USC"), Baer Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of USC ("USC Sub"), Baer Concrete, Incorporated, a New Jersey corporation (the "Company"), and the person listed on the signature page hereof under the caption "Stockholder" (the "Stockholder"). PRELIMINARY STATEMENT The parties to this Agreement have determined it is in their best long-term interests to effect a business combination pursuant to which: (a) USC Sub will merge into the Company on the terms and subject to the conditions set forth herein (that merger being the "Merger"); (b) USC will acquire the stock of all or some of the entities listed in the accompanying Addendum 1 (each, other than the Company, an "Other Founding Company" and, collectively with the Company, the "Founding Companies") pursuant to agreements that are (i) similar to this Agreement and (ii) entered into among those entities and their equity owners, USC and subsidiaries of USC (collectively, the "Other Agreements"); and (c) USC will effect a public offering of shares of its common stock and issue and sell those shares. The respective boards of directors of USC, USC Sub and the Company have approved and adopted this Agreement to effect a transaction subject to Section 351 of the Code. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and undertakings this Agreement contains, the parties hereto hereby agree as follows: Paragraph 1 CERTAIN DEFINED TERMS. The following terms this Agreement uses have the meanings this Paragraph 1 specifies. Capitalized terms this Agreement uses, but this Paragraph 1 does not define, have the meanings the preamble to this Agreement, the Preliminary Statement above or Article IX of the Uniform Provisions, as the case may be, specifies. "Acquired Business" means the Company. "Acquisition" means the Merger. "Acquisition Consideration" has the meaning Paragraph 2 specifies. -1-

"Additional Cash Consideration" means the product of (i) the quotient obtained from dividing (A) the sum of the amount of cash Paragraph B of Schedule 2(D) sets forth in dollars and the 1998 Restricted Payment Amount by (B) $8.50 multiplied by (ii) the amount, if any, by which (A) the IPO Price exceeds (B) $8.50. "Applied Consideration" means the sum of the fair market values on the IPO Closing Date of the assets Schedule 6.08 lists. In the case of the loans payable that Schedule 6.08 lists, their fair market value will equal their unpaid principal amounts and accrued and unpaid interest on the IPO Closing Date. In the case of the life insurance policies Schedule 6.08 lists, their fair market value will be their cash surrender value on the IPO Closing Date as determined by the Company and agreed to by USC. In the case of the remaining assets Schedule 6.08 lists, their fair market value will be as determined by the Company and agreed to by USC. "Ceiling Amount" means the sum of (i) $4,800,000, (ii) the Additional Cash Consideration, if any, (iii) the Positive Net Adjustment, if any, and (iv) the Negative Net Adjustment, if any; provided, however, that, for purposes of Sections 6.06(b) and 7.06(b), the Ceiling Amount is $3,600,000. "Closing" has the meaning Paragraph 3 specifies. "Closing Date" means the IPO Pricing Date. "Company Capital Stock" means the Common Stock, no par value per share, of the Company. "Company Financial Statements" means (i) the audited balance sheets of the Company as of December 31, 1998 and the related audited statements of operations, cash flows and shareholders' equity for the year ended December 31, 1998, together with the related audit report of the Independent Accountants. "Counsel for USC and USC Sub" means Baker & Botts, L.L.P. "Counsel for the Company and the Stockholder" means Stephen R. Urbinato. "Current Balance Sheet" means the audited balance sheet of the Company as of December 31, 1998. "Current Balance Sheet Date" means December 31, 1998. "Current Balance Sheet Date Working Capital" means $(1,397,000). "Effective Date" means the IPO Closing Date. -2-

"Executive Employment Agreement" means the Employment Agreement entered into effective as of the IPO Closing Date between the Company and Michael D. Mitschele. "Initial Financial Statements" means the Company Financial Statements. "Minimum Cash Balance" means $0. "NJBCA" means the New Jersey Business Corporation Act. "Pro Rata Share" of the Stockholder means 100%. "Responsible Officer" means Michael D. Mitschele. "Surviving Corporation" means the Company, which the Certificate of Merger will designate as the surviving corporation of the Merger. "Termination Date" means May 31, 1999; provided, however, that if (i) USC has filed the Registration Statement with the SEC prior to that date and (ii) the Stockholder would not be entitled to terminate this Agreement on that date otherwise than pursuant to Section 11.01(a)(ii), "Termination Date" means September 30, 1999. "Uniform Provisions" has the meaning Paragraph 4 specifies. "USC Award Agreements" means the award agreements, each in the form of Exhibit 1-B, pursuant to which USC, on the Closing Date, will grant to certain key employees of the Company Michael D. Mitschele has designated by written notice to USC and USC has approved by written notice to the Responsible Officer (which approval USC will not unreasonably withhold) prior to the Closing Date, pursuant to the U.S. Concrete, Inc. 1999 Employee Incentive Plan, or other similar stock option plan, options to purchase an aggregate not to exceed 22,605 shares of USC Common Stock at a per share exercise price equal to the IPO Price. "USC Sub Common Stock" means the Common Stock, par value $1.00 per share, of USC Sub. -3-

"1998 Restricted Payment Amount" means $0. Paragraph 2 (A) CERTIFICATE OF MERGER. Subject to the terms and conditions hereof, the Company will cause the Certificate of Merger to be duly executed and delivered on or promptly after the Closing Date and filed with the Secretary of State of the State of New Jersey and the Secretary of State of the State of Delaware. (B) THE EFFECTIVE TIME. The effective time of the Merger (the "Effective Time") will be the time on the Effective Date which the Certificate of Merger specifies or, if the Certificate of Merger does not specify another time, 8:00 a.m., Houston, Texas time, on the Effective Date. (C) CERTAIN EFFECTS OF THE MERGER. At and as of the Effective Time, (1) USC Sub will be merged with and into the Company in accordance with the provisions of the NJBCA and the DGCL, (2) USC Sub will cease to exist as a separate legal entity, (3) the certificate of incorporation of the Company will be amended to change the Company's authorized shares of capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the NJBCA and the DGCL, (a) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and USC Sub and (b) be governed by the laws of the State of New Jersey, (5) the Charter Documents of the Company then in effect (after giving effect to the amendment to the Company's certificate of incorporation specified in clause (3) of this sentence) will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the certificate of incorporation) or (b) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (6) the initial board of directors of the Surviving Corporation will be the persons Schedule 2(C) names as such, and those persons will hold the office of director of the Surviving Corporation, subject to the provisions of the applicable laws of the State of New Jersey and the Charter Documents of the Surviving Corporation, and (7) the initial officers of the Surviving Corporation will be as Schedule 2(C) sets forth, and each of those persons will serve in each office Schedule 2(C) specifies for that person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office. (D) EFFECT OF THE MERGER ON CAPITAL STOCK. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1) the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will (a) convert into the right to receive, subject to the provisions of Paragraph 2(E), without interest, on surrender of the certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of USC Common Stock Schedule 2(D) sets forth and, if any, the Additional Cash Consideration (the "Acquisition Consideration"), (b) cease to be outstanding and to exist and (c) be canceled and retired; -4-

(2) each share of Company Capital Stock held in the treasury of the Company or any Company Subsidiary will (a) cease to be outstanding and to exist and (b) be canceled and retired; and (3) each share of USC Sub Common Stock issued and outstanding immediately prior to the Effective Time will convert into one share of Common Stock, par value $1.00 per share, of the Surviving Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Paragraph 2(E), without interest, the Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Paragraph 2(F). (E) DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective Time: (a) the Stockholder, as the holder of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of USC Common Stock included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D); provided, however, that the Stockholder hereby directs USC to withhold the Applied Consideration until such time as the Stockholder directs USC in writing to deliver the Applied Consideration to the Company as payment of the purchase price the Stockholder then owes pursuant to Section 6.08. All shares of USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by USC at the Effective Time. (2) The Stockholder will deliver to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Capital Stock owned by the Stockholder, duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. The Stockholder will cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock that Person delivers. (3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to USC Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered certificates representing shares of Company Capital Stock for which whole shares of USC Common Stock have been issued -5-

in the Merger until those certificates are surrendered as provided herein, but (a) on that surrender USC will cause to be paid, to the Person in whose name the certificates representing those whole shares of USC Common Stock will then be issued, the amount of dividends or other distributions previously paid with respect to those whole shares of USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to that Person for and in lieu of fractional shares pursuant to Paragraph 2(F) and (b) at the appropriate payment date or as soon as practicable thereafter, USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to those whole shares of USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates. (F) Notwithstanding any other provision herein, USC will not issue any fractional shares of USC Common Stock, and if the Stockholder would be entitled hereunder to receive a fractional share of USC Common Stock but for this Paragraph 2(F), the Stockholder will be entitled hereunder to receive a cash payment for and in lieu thereof in the amount (rounded upward to the nearest whole cent) equal to the Stockholder's fractional interest in a share of USC Common Stock multiplied by the IPO Price. Paragraph 3 THE CLOSING. On or before the Closing Date, the parties hereto will take all actions necessary to (A) effect the Acquisition (including, as permitted by the NJBCA and the DGCL, (i) the execution of a Certificate of Merger (a) meeting the requirements of the NJBCA and the DGCL and (b) providing that the Merger will become effective on the Effective Date and (ii) the transmitting for filing of that Certificate of Merger with the Secretary of State of the State of New Jersey and the Secretary of State of the State of Delaware), (B) verify the existence and ownership of the certificates evidencing the Company Capital Stock to be exchanged for the Acquisition Consideration pursuant to Paragraph 2(E) and (C) satisfy the document delivery requirements on which the obligations of the parties to effect the Acquisition and the other transactions contemplated hereby are conditioned by the provisions of Article V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Baker & Botts, L.L.P., 30th Floor, 910 Louisiana, Houston, Texas at 10:00 a.m., Houston time, on the Closing Date, or at such later time on the Closing Date as USC specifies by written notice to the Responsible Officer. The actions taken at the Closing will not include the delivery of the Company Capital Stock to USC or the payment of the Acquisition Consideration to the Stockholder. Instead, on the IPO Closing Date, the Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of the Acquisition Consideration being paid by wire transfer in immediately available funds pursuant to instructions the Stockholder delivers to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date will be closed and completed, as the case may be. -6-

Paragraph 4 INCORPORATION OF UNIFORM PROVISIONS. (A) The U.S. Concrete, Inc. Uniform Provisions for the Acquisition of Founding Companies attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein. (B) Notwithstanding the provisions of Section 10.07, Article VIII and the rights and obligations thereunder of the parties thereto will be governed by and construed in accordance with the substantive laws of the State of New Jersey without regard to the conflicts of law provisions thereof. (C) The Uniform Provisions are hereby amended by adding a Section 10.16 which reads in its entirety as follows: Section 10.16 REMEDIATION AGREEMENT. To the extent required in order to achieve compliance under the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6 et seq.) prior to the IPO Closing Date and to the extent permitted by the New Jersey Department of Environmental Protection, (i) the Stockholder will use his best efforts to enter into a pre-closing remediation agreement with the New Jersey Department of Environmental Protection in order to permit the closing of the transactions contemplated hereby without the need to complete any required site remediation work prior to the IPO Closing Date or (ii) in the event that the Stockholder is unable to enter into such a pre-closing remediation agreement, the Stockholder will cause the Company to enter into such a pre-closing remediation agreement on the request of USC, in which event Stockholder will indemnify USC or the Company, as applicable, for the cost of any remediation which is required to be performed pursuant to such pre-closing remediation agreement. (D) The Uniform Provisions are hereby amended by changing the definition of "Positive Net Adjustment", "Current Balance Sheet Date Adjusted Working Capital" and "Final Balance Sheet" in Section 6.07 to read as follows: "Positive Net Adjustment" means $0. "Current Balance Sheet Date Adjusted Working Capital" means "Current Balance Sheet Date Working Capital" "Final Balance Sheet" means a balance sheet of the Acquired Business as of the later of (i) May 31, 1999 and (ii) the effective date USC uses to record the Acquisition in accordance with GAAP on the same basis on which the Current Balance Sheet was prepared. (E) The Uniform Provisions are hereby amended by adding a Section 10.17 which reads in its entirety as follows: -7-

Section 10.17 COVENANTS OF USC PRIOR TO MAY 31, 1999. If the IPO Closing Date occurs before May 31, 1999, USC covenants and agrees that it will not take any action between the IPO Closing Date and May 31, 1999, which is outside the ordinary course of business and which adversely affects Final Working Capital. (F) Article VI is hereby amended by adding at the end thereof the following: Section 6.08 PURCHASE OF CERTAIN ASSETS. On the IPO Closing Date and following the Effective Time, the Stockholder will purchase from the Company for cash in immediately available funds the assets Schedule 6.08 lists at an aggregate purchase price for all those assets equal to the Applied Consideration, whereupon the Company will deliver and otherwise transfer title to those assets to the Stockholder. Paragraph 5 CERTAIN CONDITIONS TO CLOSING AND CONSUMMATION. (A) The obligations of the Stockholder with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.02(b): (i) the Executive Employment Agreement then will be in full force and effect and (ii) USC shall have tendered the USC Award Agreements to the respective recipients thereof, duly signed on its behalf by an authorized officer of USC. (B) The obligations of USC and USC Sub with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following conditions in addition to those set forth or referred to in Section 5.03(b): (i) the Executive Employment Agreement then will be in full force and effect and (ii) Stockholder shall have performed his obligations pursuant to Section 10.16. Paragraph 6 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one and the same agreement. Paragraph 7 NOTICES. For purposes of Section 10.06, notices will be initially addressed to the Stockholder and the Company, as follows: (A) if to the Stockholder, addressed to him at: Mr. Michael D. Mitschele 89 Eagle Rock Avenue P.O. Box 683 Roseland, New Jersey 07068 ; and -8-

(B) if to the Company, addressed to it at: Baer Concrete, Incorporated 117 Harrison Avenue P.O. Box 147 Roseland, New Jersey 07068 Fax No.: (973) 226-8140 Attn: Michael D. Mitschele with copies (which will not constitute notice for purposes of this Agreement) to: Stephen R. Urbinato, Esq. 200 Executive Drive, Suite 100 West Orange, New Jersey 07052 Fax No.: (973) 731-0163 Paragraph 8 ABANDONMENT OF MERGER. If this Agreement is terminated pursuant to Section 11.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect and, if the Certificate of Merger has been filed with the Secretary of State of the Company's Organization State prior to that termination, each of the Company and USC Sub is authorized to execute and file with the Secretary of State of the Company's Organization State a certificate of that termination pursuant to Section 14A:10-9 of the NJBCA. [Signatures on following page] -9-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. U.S. CONCRETE, INC. By:_______________________________________ Eugene P. Martineau President and Chief Executive Officer BAER ACQUISITION INC. By:_______________________________________ Eugene P Martineau President BAER CONCRETE, INCORPORATED By:_______________________________________ Michael D. Mitschele President Stockholder: ____________________________________________ Michael D. Mitschele -10-

ADDENDUM 1 to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Baer Concrete, Incorporated are parties A. Capitalized terms this Addendum uses, but does not define, have the meanings the captioned Agreement specifies. B. The Founding Companies are: Baer Concrete, Incorporated Bay Cities Building Materials Co., Inc. Central Concrete Supply Co., Inc. Opportunity Concrete Corporation R. G. Evans/Associates d/b/a Santa Rosa Cast Products Co. Walker's Concrete, Inc.

SCHEDULE 2(C) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Baer Concrete, Incorporated are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. The directors of the Surviving Corporation immediately after the Effective Time are as follows: Eugene P. Martineau and Michael W. Harlan. C. The officers of the Surviving Corporation immediately after the Effective Time are as follows: President.................................. Michael D. Mitschele Senior Vice President...................... Eugene P. Martineau Vice President, Treasurer and Secretary.... Michael W. Harlan End of Schedule

SCHEDULE 2(D) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and Baer Concrete, Incorporated are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. Subject to increase by the amount of the Positive Net Adjustment, if any, and to decrease by the amount of the Negative Net Adjustment, if any, the aggregate Acquisition Consideration will be comprised of (1) $1,200,000 in cash, (2) 423,529 shares of USC Common Stock, (3) the Additional Cash Consideration and (4) the Applied Consideration. C. The Stockholder will be entitled to receive his Pro Rata Share of the Acquisition Consideration pursuant to Paragraph 2(D), subject to the provisions of Paragraphs 2(E) and 2(F). End of Schedule

                                                                     EXHIBIT 2.6

                     AGREEMENT AND PLAN OF REORGANIZATION

                          DATED AS OF MARCH 22, 1999

                                 BY AND AMONG

                             U.S. CONCRETE, INC.,

                         SANTA ROSA ACQUISITION INC.,

                         R. G. EVANS/ASSOCIATES D/B/A
                         SANTA ROSA CAST PRODUCTS CO.

                                     AND

                         THE STOCKHOLDER NAMED HEREIN


Reverse Triangular Merger; Non-Delaware Company; Single Stockholder; Company
Financial Statements

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of March 22, 1999 by and among U.S. Concrete, Inc., a Delaware corporation ("USC"), Santa Rosa Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of USC ("USC Sub"), R.G. Evans/Associates d/b/a Santa Rosa Cast Products Company, a California corporation (the "Company"), and Robert G. Evans and Delores J. Evans, trustees of the Evans Family Revocable Living Trust dated 3/9/94 (jointly, the "Stockholder"). PRELIMINARY STATEMENT The parties to this Agreement have determined it is in their best long-term interests to effect a business combination pursuant to which: (a) USC Sub will merge into the Company on the terms and subject to the conditions set forth herein (that merger being the "Merger"); (b) USC will acquire the stock of all or some of the entities listed in the accompanying Addendum 1 (each, other than the Company, an "Other Founding Company" and, collectively with the Company, the "Founding Companies") pursuant to agreements that are (i) similar to this Agreement and (ii) entered into among those entities and their equity owners, USC and subsidiaries of USC (collectively, the "Other Agreements"); and (c) USC will effect a public offering of shares of its common stock and issue and sell those shares. The respective boards of directors of USC, USC Sub and the Company have approved and adopted this Agreement to effect a transaction subject to Section 351 of the Code. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and undertakings this Agreement contains, the parties hereto hereby agree as follows: Paragraph 1 CERTAIN DEFINED TERMS. The following terms this Agreement uses have the meanings this Paragraph 1 specifies. Capitalized terms this Agreement uses, but this Paragraph 1 does not define, have the meanings the preamble to this Agreement, the Preliminary Statement above or Article IX of the Uniform Provisions, as the case may be, specifies. "Acquired Business" means the Company. "Acquisition" means the Merger. "Acquisition Consideration" has the meaning Paragraph 2 specifies. -1-

"Additional Cash Consideration" means the product of (i) the quotient obtained from dividing (A) the sum of (i) the amount of cash Paragraph B of Schedule 2(D) sets forth in dollars and (ii) the 1998 Permitted Restricted Payment by (B) $8.50 multiplied by (ii) the amount, if any, by which (A) the IPO Price exceeds (B) $8.50. "Ceiling Amount" means the sum of (i) $5,128,721, (ii) the Additional Cash Consideration, if any, (iii) the Positive Net Adjustment, if any, and (iv) the Negative Net Adjustment, if any; provided, however, that, for purposes of Sections 6.06(b) and 7.06(b), the Ceiling Amount is $2,564,360. "CGCL" means the General Corporation Law of the State of California. "Closing" has the meaning Paragraph 3 specifies. "Closing Date" means the IPO Pricing Date. "Company Capital Stock" means the Common Stock, no par value, of the Company. "Company Financial Statements" means the balance sheet of the Company as of December 31, 1998 and the related statements of operations, cash flows and shareholders' equity for the year ended December 31, 1998 which the Company has prepared in consultation with the Independent Accountants. "Consulting Agreement" means the Consulting Agreement entered into as of the Closing Date between the Company and Robert G. Evans. "Counsel for the Company and the Stockholder" means Ferrari, Olsen, Ottoboni & Bebb, LLP. "Counsel for USC and USC Sub" means Baker & Botts, L.L.P. "Current Balance Sheet" means the balance sheet of the Company as of December 31, 1998 which the Company Financial Statements include. "Current Balance Sheet Date" means December 31, 1998. "Current Balance Sheet Date Working Capital" means $593,000. "Effective Date" means the IPO Closing Date. "Employment Agreement" means the employment Agreement entered into effective as of the IPO Closing Date between the Company and Robert Humphrey. -2-

"Initial Financial Statements" means the Company Financial Statements. "Minimum Cash Balance" means $0. "Pro Rata Share" of the Stockholder means 100%. "Responsible Officer" means Robert G. Evans. "Surviving Corporation" means the Company, which the Certificate of Merger will designate as the surviving corporation of the Merger. "Termination Date" means May 31, 1999; provided, however, that if (i) USC has filed the Registration Statement with the SEC prior to that date and (ii) the Stockholder would not be entitled to terminate this Agreement on that date otherwise than pursuant to Section 11.01(a)(ii), "Termination Date" means September 30, 1999. "Uniform Provisions" has the meaning Paragraph 4 specifies. "USC Award Agreements" means the award agreements, each in the form of Exhibit 1-A, pursuant to which USC, on the Closing Date, will grant to certain key employees of the Company Robert G. Evans has designated by written notice to USC and USC has approved by written notice to the Responsible Officer (which approval USC will not unreasonably withhold) prior to the Closing Date, pursuant to the U.S. Concrete, Inc. 1999 Employee Incentive Plan, or other similar stock option plan, options to purchase an aggregate not to exceed 24,153 shares of USC Common Stock at a per share exercise price equal to the IPO Price. "USC Sub Common Stock" means the Common Stock, par value $1.00 per share, of USC Sub. "1998 Restricted Payment Amount" means $703,000. Paragraph 2 (A) CERTIFICATE OF MERGER. Subject to the terms and conditions hereof, the Company will cause the Certificate of Merger to be duly executed and delivered on or promptly after the Closing Date and filed with the Secretary of State of the State of California and the Secretary of State of the State of Delaware. (B) THE EFFECTIVE TIME. The effective time of the Merger (the "Effective Time") will be the time on the Effective Date which the Certificate of Merger specifies or, if the Certificate of Merger does not specify another time, 8:00 a.m., Houston, Texas time, on the Effective Date. (C) CERTAIN EFFECTS OF THE MERGER. At and as of the Effective Time, (1) USC Sub will be merged with and into the Company in accordance with the provisions of the CGCL and the -3-

DGCL, (2) USC Sub will cease to exist as a separate legal entity, (3) the articles of incorporation of the Company will be amended to change the Company's authorized shares of capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (4) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the CGCL and the DGCL, (a) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and USC Sub and (b) be governed by the laws of the State of California, (5) the Charter Documents of the Company then in effect (after giving effect to the amendment to the Company's articles of incorporation specified in clause (3) of this sentence) will become and thereafter remain (until changed in accordance with (a) applicable law (in the case of the articles of incorporation) or (b) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (6) the initial board of directors of the Surviving Corporation will be the persons Schedule 2(C) names as such, and those persons will hold the office of director of the Surviving Corporation, subject to the provisions of the applicable laws of the State of California and the Charter Documents of the Surviving Corporation, and (7) the initial officers of the Surviving Corporation will be as Schedule 2(C) sets forth, and each of those persons will serve in each office Schedule 2(C) specifies for that person, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office. (D) EFFECT OF THE MERGER ON CAPITAL STOCK. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1) the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will (a) convert into the right to receive, subject to the provisions of Paragraph 2(E), without interest, on surrender of the certificates evidencing those shares, the amount of cash and the number of whole and fractional shares of USC Common Stock Schedule 2(D) sets forth and, if any, the Additional Cash Consideration (the "Acquisition Consideration"), (b) cease to be outstanding and to exist and (c) be canceled and retired; (2) each share of Company Capital Stock held in the treasury of the Company or any Company Subsidiary will (a) cease to be outstanding and to exist and (b) be canceled and retired; and (3) each share of USC Sub Common Stock issued and outstanding immediately prior to the Effective Time will convert into one share of Common Stock, par value $1.00 per share, of the Surviving Corporation and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Capital Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Paragraph 2(E), without interest, the Acquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Paragraph 2(F). -4-

(E) DELIVERY, EXCHANGE AND PAYMENT. (1) At or after the Effective Time: (a) the Stockholder, as the holder of certificates representing shares of Company Capital Stock, will, on surrender of those certificates to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)), receive, subject to the provisions of this Paragraph 2(E) and Paragraph 2(F), the Acquisition Consideration; and (b) until any certificate representing Company Capital Stock has been surrendered and replaced pursuant to this Paragraph 2(E), that certificate will, for all purposes, be deemed to evidence ownership of the number of whole shares of USC Common Stock included in the Acquisition Consideration payable in respect of that certificate pursuant to Paragraph 2(D). All shares of USC Common Stock issuable in the Merger will be deemed for all purposes to have been issued by USC at the Effective Time. (2) The Stockholder will deliver to USC (or any agent that USC may appoint for purposes of this Paragraph 2(E)) on or before the IPO Closing Date the certificates representing all the Company Capital Stock owned by the Stockholder, duly endorsed in blank, or accompanied by stock powers in blank duly executed, by that Person, and with all necessary transfer tax and other revenue stamps, acquired at that Person's expense, affixed and canceled. The Stockholder will cure any deficiencies in the endorsement of the certificates or other documents of conveyance respecting, or in the stock powers accompanying, the certificates representing Company Capital Stock that Person delivers. (3) No dividends (or interest) or other distributions declared or earned after the Effective Time with respect to USC Common Stock and payable to the holders of record thereof after the Effective Time will be paid to the holder of any unsurrendered certificates representing shares of Company Capital Stock for which whole shares of USC Common Stock have been issued in the Merger until those certificates are surrendered as provided herein, but (a) on that surrender USC will cause to be paid, to the Person in whose name the certificates representing those whole shares of USC Common Stock will then be issued, the amount of dividends or other distributions previously paid with respect to those whole shares of USC Common Stock with a record date, or which have accrued, subsequent to the Effective Time, but prior to that surrender, and the amount of any cash payable to that Person for and in lieu of fractional shares pursuant to Paragraph 2(F) and (b) at the appropriate payment date or as soon as practicable thereafter, USC will cause to be paid to that Person the amount of dividends or other distributions with a record date, or which have been accrued, subsequent to the Effective Time, but which are not payable until a date subsequent to surrender, which are payable with respect to those whole shares of USC Common Stock, subject in all cases to any applicable escheat laws. No interest will be payable with respect to the payment of those dividends or other distributions or cash for and in lieu of fractional shares on surrender of outstanding certificates. (F) Notwithstanding any other provision herein, USC will not issue any fractional shares of USC Common Stock, and if the Stockholder would be entitled hereunder to receive a fractional share of USC Common Stock but for this Paragraph 2(F), the Stockholder will be entitled hereunder to receive a cash payment for and in lieu thereof in the amount (rounded upward to the -5-

nearest whole cent) equal to the Stockholder's fractional interest in a share of USC Common Stock multiplied by the IPO Price. Paragraph 3 THE CLOSING. On or before the Closing Date, the parties hereto will take all actions necessary to (A) effect the Acquisition (including, as permitted by the CGCL and the DGCL, (i) the execution of a Certificate of Merger (a) meeting the requirements of the CGCL and the DGCL and (b) providing that the Merger will become effective on the Effective Date and (ii) the transmitting for filing of that Certificate of Merger with the Secretary of State of the State of California and the Secretary of State of the State of Delaware), (B) verify the existence and ownership of the certificates evidencing the Company Capital Stock to be exchanged for the Acquisition Consideration pursuant to Paragraph 2(E) and (C) satisfy the document delivery requirements on which the obligations of the parties to effect the Acquisition and the other transactions contemplated hereby are conditioned by the provisions of Article V (all those actions collectively being the "Closing"). The Closing will take place at the offices of Baker & Botts, L.L.P., 30th Floor, 910 Louisiana, Houston, Texas at 10:00 a.m., Houston time, on the Closing Date, or at such later time on the Closing Date as USC specifies by written notice to the Responsible Officer. The actions taken at the Closing will not include the delivery of the Company Capital Stock to USC or the payment of the Acquisition Consideration to the Stockholder. Instead, on the IPO Closing Date, the Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (with the cash portion of the Acquisition Consideration being paid by wire transfer pursuant to instructions the Stockholder delivers to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date will be closed and completed, as the case may be. Paragraph 4 INCORPORATION OF UNIFORM PROVISIONS. (A) The U.S. Concrete, Inc. Uniform Provisions for the Acquisition of Founding Companies attached hereto as Annex 1 (the "Uniform Provisions") hereby are incorporated in this Agreement by this reference and constitute a part of this Agreement with the same force and effect as if set forth at length herein. (B) The Uniform Provisions are hereby amended by adding a Section 1.08 which reads in its entirety as follows: SECTION 1.08 TRUSTS. (a) Schedule 1.08 sets forth the legal name of each Stockholder that is a trustee (the "Trustees"), the name of the trust over which that Trustee serves (each a "Trust"), the state or other jurisdiction which governs that Trustee's duties with respect to that Trust, and the name of each beneficiary of that Trust (the "Beneficiaries"). (b) There has not been any challenge to (i) the authority, appointment or capacity of any Trustee to serve as such over the applicable Trust or (ii) the validity of any Trust. -6-

(c) Full and complete copies of all documents under which each Trust was created and all documents otherwise pertaining to each Trust or the duties and obligations of each Trustee serving over each Trust and all amendments, supplements or modifications thereto have been provided to USC. (d) The Trustees set forth opposite the name of each Trust on Schedule 1.08 are the sole Trustees of that Trust and each Trustee listed is a duly acting and qualified trustee of that Trust. Each of the Trustees has all requisite power and authority to execute and deliver each Transaction Document, to consummate the transactions contemplated thereby and to perform all the terms and conditions thereof to be performed by that Trustee. (e) No notice is required to be given to and no consent or joinder is required to be acquired from any Beneficiary in connection with the Transaction Documents or any of the transactions contemplated thereby and no objection has been received from any Beneficiary relating to the Transaction Documents or any of the transactions contemplated thereby. (C) Section 4.03 is hereby amended by adding at the end thereof the following: ; provided, however, that the Company may make Restricted Payments to its Stockholders as dividends consisting of: (i) cash or Permitted Promissory Notes (valued at the principal amount thereof) in an aggregate amount not to exceed the amount by which (A) the 1998 Restricted Payment Amount exceeds (B) the sum of all Restricted Payments the Company has made from and after January 1, 1999 to the date of this Agreement; and (ii) Permitted Promissory Notes in an aggregate principal amount not to exceed the 1999 Restricted Payment Amount. As used herein, "Permitted Promissory Note" means an unsecured promissory note of the Company which bears interest from the date of its issue until paid at the rate of 6% per annum and will become due and payable no earlier than the Adjustment Determination Date. (D) Section 6.02 is hereby amended by adding a second paragraph which reads in its entirety as follows: The Stockholder will have the right to prepare the initial draft of the Company's income tax Returns for the period from January 1, 1999 through the Closing Date, provided that (i) they deliver such draft Returns to USC at least 45 days prior to their due dates and (ii) they prepare such draft Returns in accordance with the Company's past practices and consistent with applicable Governmental Requirements. USC will have the right to review and revise such draft Returns before filing, provided that USC (i) will consult in good faith with the Responsible Officer regarding any such revision before it makes such filing and (ii) will not make any such revision without the consent of the Responsible Officer (which -7-

will not be unreasonably withheld or delayed) if such revision would be inconsistent with the Company's past practices, to the extent those practices were consistent with applicable Governmental Requirements. USC will not file any amendments to any income tax Return covering any period ending on or prior to the Effective Date without the consent of the Responsible Officer (which will not be unreasonably withheld or delayed), unless USC determines that such amendment is required by applicable Governmental Requirements. (E) Section 6.07 is hereby amended by deleting the definition of the "Final Balance Sheet" contained therein and replacing it with the following: "Final Balance sheet" means a balance sheet of the Acquired Business as of the later of (i) the effective date USC uses to record the Acquisition or (ii) May 31, 1999, in each case, in accordance with GAAP on the same basis on which the Current Balance Sheet was prepared. (F) Section 6.07 is hereby amended by deleting the definition of "Positive Net Adjustment" contained therein and replacing it with the following: "Positive Net Adjustment" means $0. (G) Section 6.07 is hereby amended by deleting the definition of current "Balance Sheet Date Adjusted Working Capital" contained therein and replacing it with the following: "Current Balance Sheet Date Adjusted Working Capital" means "Current Balance Sheet Date Working Capital." (H) Section 10.02 is hereby amended by adding the following to the end of that Section: "USC and USC Sub acknowledge that Upton Financial Group, Inc., its agents and employees (collectively, "Upton") provided advice exclusively to the Stockholders in connection with the Acquisition. Each of the parties to this Agreement acknowledge that Upton is acting as an intermediary only, and Upton has not provided legal or accounting advice to any party to this Agreement. USC and USC Sub acknowledge that they are not entering into this Agreement based on any representation, warranty or guarantee of Upton." (I) Notwithstanding the provisions of Section 10.07, Article VIII and the rights and obligations thereunder of the parties thereto will be governed by and construed in accordance with the substantive laws of the State of California without regard to the conflicts of law provisions thereof. Paragraph 5 CERTAIN CONDITIONS TO CLOSING AND CONSUMMATION. (A) The obligations of the Stockholder with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.02(b): -8-

(i) the Consulting Agreement then will be in full force and effect and (ii) USC shall have tendered the USC Award Agreements to the respective recipients thereof, duly signed on its behalf by an authorized officer of USC. (B) The obligations of USC and USC Sub with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction of the following condition in addition to those set forth or referred to in Section 5.03(b): the Consulting Agreement then will be in full force and effect. (C) For purposes of Section 6.07, the Cash Adjustment will be zero. Paragraph 6 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one and the same agreement. Paragraph 7 NOTICES. For purposes of Section 10.06, notices will be initially addressed to the Stockholder and the Company, as follows: (A) if to the Stockholder, addressed as follows: Mr. Robert G. Evans and Mrs. Delores J. Evans 1801 Vermillion Way Santa Rosa, California 95403 ; and (B) if to the Company, addressed to it at: R. G. Evans/Associates d/b/a Santa Rosa Cast Products Co. 471 W. College Avenue Santa Rosa, California 95401 Fax No.: (707) 525-6406 Attn: Robert G. Evans -9-

with copies (which will not constitute notice for purposes of this Agreement) to: Ferrari, Olsen, Ottoboni & Bebb, LLP 333 West Santa Clara Street, Suite 700 San Jose, California 95113 Fax No.: (408) 280-0151 Attn: Peter D. Feinberg Richard S. Bebb Paragraph 8 ABANDONMENT OF MERGER. If this Agreement is terminated pursuant to Section 11.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect and, if the Certificate of Merger has been filed with the Secretary of State of the Company's Organization State prior to that termination, each of the Company and USC Sub is authorized to execute and file with the Secretary of State of the Company's Organization State a certificate of that termination pursuant to Section 110 of the CGCL. [Signatures on following page] -10-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. U.S. CONCRETE, INC. By:________________________________________ Eugene P. Martineau President and Chief Executive Officer SANTA ROSA ACQUISITION INC. By:_______________________________________ Eugene P Martineau President R. G. EVANS/ASSOCIATES D/B/A SANTA ROSA CAST PRODUCTS CO. By:________________________________________ Robert G. Evans President Stockholder: ____________________________________________ Robert G. Evans, co-trustee of the Evans Family Revocable Living Trust dated 3/9/94 ____________________________________________ Delores J. Evans, co-trustee of the Evans Family Revocable Living Trust dated 3/9/94 -11-

Each of the undersigned hereby joins in the execution of this Agreement individually to be bound as if the undersigned was a Stockholder individually for the purposes of Article VIII. ____________________________________________ Robert G. Evans ____________________________________________ Delores J. Evans -12-

ADDENDUM 1 to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and R. G. Evans/Associates are parties A. Capitalized terms this Addendum uses, but does not define, have the meanings the captioned Agreement specifies. B. The Founding Companies are: Baer Concrete, Incorporated Bay Cities Building Materials Co., Inc. Central Concrete Supply Co., Inc. Opportunity Concrete Corporation R.G. Evans/Associates d/b/a Santa Rosa Cast Products Co. Walker's Concrete, Inc.

SCHEDULE 2(C) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and R.G. Evans/Associates are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. The directors of the Surviving Corporation immediately after the Effective Time are as follows: Eugene P. Martineau and Michael W. Harlan. C. The officers of the Surviving Corporation immediately after the Effective Time are as follows: President ................................. Robert G. Evans Senior Vice President...................... Eugene P. Martineau Vice President, Treasurer and Secretary.... Michael W. Harlan End of Schedule

SCHEDULE 2(D) to the Agreement and Plan of Reorganization to which U.S. Concrete, Inc. and R.G. Evans/Associates are parties A. Capitalized terms this Schedule uses, but does not define, have the meanings the captioned Agreement specifies. B. Subject to increase by the amount of the Positive Net Adjustment, if any, and to decrease by the amount of the Negative Net Adjustment, if any, the aggregate Acquisition Consideration will be comprised of (1) $1,861,361 in cash, (2) 301,689 shares of USC Common Stock and (3) the Additional Cash Consideration. C. The Stockholder will be entitled to receive his Pro Rata Share of the Acquisition Consideration pursuant to Paragraph 2(D), subject to the provisions of Paragraphs 2(E) and 2(F). End of Schedule

                                                                     EXHIBIT 2.7

                                                                         ANNEX 1



                               U.S. CONCRETE, INC.


                               UNIFORM PROVISIONS

                                       FOR

                      THE ACQUISITION OF FOUNDING COMPANIES

TABLE OF CONTENTS Page ARTICLE I REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER...............1 Section 1.01 Ownership and Status of Company Capital Stock....................1 Section 1.02 Power of the Stockholder; Approval of the Acquisition............1 Section 1.03 No Conflicts or Litigation.......................................2 Section 1.04 No Brokers.......................................................2 Section 1.05 Preemptive and Other Rights; Waiver; No Commitments..............2 Section 1.06 Control of Related Businesses....................................2 Section 1.07 Accredited Investor Status; Sophistication; Review of Private Placement Memorandum............................................3 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS....................................................3 Section 2.01 Organization.....................................................3 Section 2.02 Qualification....................................................4 Section 2.03 Authorization; Enforceability; Absence of Conflicts; Required Consents...............................................4 Section 2.04 Charter Documents and Records; No Violation......................5 Section 2.05 No Defaults......................................................5 Section 2.06 Company Subsidiaries.............................................5 Section 2.07 Controlling Affiliates...........................................6 Section 2.08 Capital Stock of the Company and the Company Subsidiaries........6 Section 2.09 Transactions in Capital Stock....................................6 Section 2.10 No Bonus Shares..................................................6 Section 2.11 Predecessor Status; etc..........................................6 Section 2.12 Related Party Agreements.........................................6 Section 2.13 Litigation.......................................................7 Section 2.14 Financial Statements; Disclosure.................................7 Section 2.15 Compliance With Laws.............................................8 Section 2.16 Certain Environmental Matters....................................9 Section 2.17 Liabilities and Obligations......................................9 Section 2.18 Receivables.....................................................10 Section 2.19 Real Properties.................................................10 Section 2.20 Other Tangible Assets...........................................11 Section 2.21 Proprietary Rights..............................................11 Section 2.22 Relations With Governments, etc.................................11 Section 2.23 Commitments.....................................................12 Section 2.24 Capital Expenditures............................................13 Section 2.25 Inventories.....................................................13 Section 2.26 Insurance.......................................................13 Section 2.27 Employee Matters................................................14 -i-

Section 2.28 Compliance With ERISA...........................................17 Section 2.29 Taxes...........................................................19 Section 2.30 Government Contracts............................................20 Section 2.31 Absence of Changes..............................................20 Section 2.32 Bank Relations; Powers of Attorney..............................22 ARTICLE III REPRESENTATIONS AND WARRANTIES OF USC...........................23 Section 3.01 Organization; Power.............................................23 Section 3.02 Authorization; Enforceability; Absence of Conflicts; Required Consents..............................................23 Section 3.03 Charter Documents...............................................24 Section 3.04 Capital Stock of USC and USC Sub................................24 Section 3.05 Subsidiaries....................................................25 Section 3.06 Compliance With Laws; No Litigation.............................25 Section 3.07 Conduct of Operations to Date; Absence of Undisclosed Liabilities....................................................25 Section 3.08 Capitalization of USC...........................................25 Section 3.09 No Brokers......................................................25 Section 3.10 Private Placement Memorandum....................................26 ARTICLE IV COVENANTS EXTENDING TO THE EFFECTIVE TIME.......................26 Section 4.01 Access and Cooperation; Due Diligence...........................26 Section 4.02 Conduct of Business Pending the Effective Time..................27 Section 4.03 Prohibited Activities...........................................28 Section 4.04 No Shop.........................................................29 Section 4.05 Notice to Bargaining Agents.....................................30 Section 4.06 Notification of Certain Matters.................................30 Section 4.07 Supplemental Information........................................30 Section 4.08 Cooperation in Connection With the IPO..........................31 Section 4.09 Additional Financial Statements.................................31 Section 4.10 Termination of Plans............................................32 Section 4.11 Disposition of Unwanted Assets..................................32 Section 4.12 HSR Act Matters.................................................32 ARTICLE V THE CLOSING AND CONDITIONS TO CLOSING AND CONSUMMATION..........32 Section 5.01 Conditions to the Obligations of Each Party.....................32 Section 5.02 Conditions to the Obligations of the Company and the Stockholders.......34 Section 5.03 Conditions to the Obligations of USC and USC Sub................35 ARTICLE VI COVENANTS FOLLOWING THE EFFECTIVE TIME..........................36 Section 6.01 Disclosure......................................................36 Section 6.02 Preparation and Filing of Tax Returns...........................37 Section 6.03 Directors.......................................................37 Section 6.04 Removal of Guaranties...........................................37 -ii-

Section 6.05 Survival of Representations and Warranties...............37 Section 6.06 Limitations on Damage Claims.............................38 Section 6.07 Working Capital Adjustment...............................39 ARTICLE VII INDEMNIFICATION..........................................41 Section 7.01 In Respect of Representations and Warranties.............41 Section 7.02 Indemnification of USC Indemnified Parties...............41 Section 7.03 Indemnification of Stockholder Indemnified Parties.......42 Section 7.04 Conditions of Indemnification............................42 Section 7.05 Remedies Not Exclusive...................................45 Section 7.06 Limitations on Indemnification...........................45 ARTICLE VIII LIMITATIONS ON COMPETITION...............................46 Section 8.01 Prohibited Activities....................................46 Section 8.02 Damages..................................................47 Section 8.03 Reasonable Restraint.....................................47 Section 8.04 Severability; Reformation................................47 Section 8.05 Independent Covenant.....................................48 Section 8.06 Materiality..............................................48 ARTICLE IX ADDITIONAL DEFINITIONS AND DEFINITIONAL PROVISIONS.......48 Section 9.01 Defined Terms............................................48 Section 9.02 Other Defined Terms......................................63 Section 9.03 Other Definitional Provisions............................63 Section 9.04 Captions.................................................63 ARTICLE X GENERAL PROVISIONS.......................................64 Section 10.01 Treatment of Confidential Information...................64 Section 10.02 Brokers and Agents......................................65 Section 10.03 Assignment; No Third Party Beneficiaries................65 Section 10.04 Entire Agreement; Amendment; Waivers....................65 Section 10.05 Expenses................................................66 Section 10.06 Notices.................................................66 Section 10.07 Governing Law...........................................67 Section 10.08 Exercise of Rights and Remedies.........................67 Section 10.09 Time....................................................67 Section 10.10 Reformation and Severability............................67 Section 10.11 Remedies Cumulative.....................................67 Section 10.12 Release.................................................67 Section 10.13 Respecting the IPO......................................68 Section 10.14 Restrictions on Transfer of USC Common Stock............69 -iii-

ARTICLE XI TERMINATION.............................................70 Section 11.01 Termination of This Agreement...........................70 Section 11.02 Liabilities in the Event of Termination.................71 -iv-

ARTICLE I REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER Each of the Stockholders represents and warrants to USC that, as applied solely to himself, all the following representations and warranties in this Article I are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 4.07, on the Closing Date and immediately prior to the Effective Time, true and correct: Section 1.01 OWNERSHIP AND STATUS OF COMPANY CAPITAL STOCK. The Stockholder is the record and beneficial owner (or, if the Stockholder is a trust or the estate of a deceased natural person, the legal owner) of the number of shares of Company Capital Stock Schedule 1.01 sets forth opposite the Stockholder's name, by each class, and by each series in each class, thereof, free and clear of all Liens, except for the Liens that Schedule sets forth, all of which will be released on or before the Closing Date. Section 1.02 POWER OF THE STOCKHOLDER; APPROVAL OF THE ACQUISITION. (a) The Stockholder has the full power, legal capacity and authority to execute and deliver this Agreement and each other Transaction Document to which the Stockholder is a party and to perform the Stockholder's obligations in this Agreement and in all other Transaction Documents to which the Stockholder is a party. This Agreement constitutes, and each such other Transaction Document, when executed in the Stockholder's individual capacity and delivered by the Stockholder, will constitute, the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or any applicable law that limits rights to indemnification and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). If the Stockholder is an Entity, the Stockholder has obtained, in accordance with all applicable Governmental Requirements and its Charter Documents, all approvals and the taking of all actions necessary for the authorization, execution, delivery and performance by the Stockholder of this Agreement and the other Transaction Documents to which the Stockholder is a party. If the Stockholder is acting otherwise than in his individual capacity (whether as an executor or a guardian or in any other fiduciary or representative capacity), all actions on the part of the Stockholder and all other Persons (including any court) necessary for the authorization, execution, delivery and performance by the Stockholder of this Agreement and the other Transaction Documents to which the Stockholder is a party have been duly taken. (b) The Stockholder, acting in each capacity in which he is entitled, by reason of the Company's Charter Documents or the Governmental Requirements of the Company's Organization State or for any other reason, to vote to approve or disapprove the consummation of the Acquisition, has voted all the shares of Company Capital Stock owned by him and entitled to a vote or votes on that matter, in any one or more of the manners prescribed or permitted by the -1-

Company's Charter Documents or the Governmental Requirements of the Company's Organization State, whichever are controlling, to approve this Agreement and the consummation of the Acquisition and the other transactions contemplated hereby. Section 1.03 NO CONFLICTS OR LITIGATION. The Stockholder's execution, delivery and performance in accordance with their respective terms of this Agreement and the other Transaction Documents to which the Stockholder is a party do not and will not (i) violate or conflict with any Governmental Requirement, (ii) breach or constitute a default under any agreement or instrument to which the Stockholder is a party or by which the Stockholder or any shares of Company Capital Stock the Stockholder owns is bound, (iii) result in the creation or imposition of, or afford any Person the right to obtain, any Lien upon any shares of Company Capital Stock the Stockholder owns (or upon any revenues, income or profits of the Stockholder therefrom) or (iv) if the Stockholder is an Entity, violate the Stockholder's Charter Documents. No Litigation is pending or, to the knowledge of the Stockholder, threatened to which the Stockholder is or may become a party which (i) questions or involves the validity or enforceability of any of the Stockholder's obligations under any Transaction Document or (ii) seeks (or reasonably may be expected to seek) (A) to prevent or delay the consummation by the Stockholder of the transactions this Agreement contemplates the Stockholder will consummate or (B) damages in connection with any such consummation. Section 1.04 NO BROKERS. Except as Schedule 1.04 sets forth, the Stockholder has not, directly or indirectly, in connection with this Agreement or the transactions contemplated hereby (i) employed any broker, finder or agent or (ii) agreed to pay or incurred any obligation to pay any broker's or finder's fee, any sales commission or any similar form of compensation. Section 1.05 PREEMPTIVE AND OTHER RIGHTS; WAIVER; NO COMMITMENTS. Except for the right of the Stockholder to receive shares of USC Common Stock as a result of the Acquisition, the Stockholder either (i) does not own or otherwise have any statutory or contractual preemptive or other right of any kind (including any right of first offer or refusal) to acquire any shares of Company Capital Stock or USC Common Stock or (ii) hereby irrevocably waives each right of that type the Stockholder does own or otherwise has. The Stockholder does not have any binding commitment to sell, exchange or otherwise dispose of the USC Common Stock the Stockholder will receive as part of the Acquisition Consideration, and the representation and warranty in this sentence is for the benefit of each other Stockholder and each owner of each Other Founding Company. Section 1.06 CONTROL OF RELATED BUSINESSES. Except as Schedule 1.06 sets forth, the Stockholder is not, alone or with one or more other Persons, the controlling Affiliate of any Entity, business or trade (other than the Acquired Business or any Entity the Acquired Business includes, if the Stockholder is an Affiliate of any thereof) that (i) is engaged in any line of business which is the same as or similar to any line of business in which the Acquired Business or any Entity the Acquired Business includes is engaged or (ii) is, or has within the three-year period ending on the date of this Agreement, engaged in any transaction with any Entity the Acquired Business includes, except for transactions in the ordinary course of business of that Entity. -2-

Section 1.07 ACCREDITED INVESTOR STATUS; SOPHISTICATION; REVIEW OF PRIVATE PLACEMENT MEMORANDUM. The Stockholder (i) will be acquiring the shares of USC Common Stock to be issued to him pursuant to Paragraph 2 solely for his account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution and (ii) is not a party to any agreement or other arrangement for the disposition of any shares of USC Common Stock other than this Agreement and the Registration Rights Agreement. Schedule 1.07 correctly states (i) whether he is, or is not, an "accredited investor" as defined in Securities Act Rule 501(a) and, if he is not such an investor, (ii) the name and address of his "purchaser representative" (as defined in Securities Act Rule 501(h)). The Stockholder (i) is able to bear the economic risk of an investment in the USC Common Stock acquired pursuant to this Agreement, (ii) can afford to sustain a total loss of that investment, (iii) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the USC Common Stock, (iv) his purchaser representative, if any, has received and reviewed a copy of the Private Placement Memorandum and had an adequate opportunity to ask questions and receive answers from the officers of USC concerning any and all matters relating to the transactions contemplated hereby and thereby, including the background and experience of the current and proposed officers and directors of USC, the plans for the business and operations of USC, the business, operations and financial condition of the Other Founding Companies and any plans of USC for additional acquisitions, and (v) or his purchaser representative, if any, has asked all questions of the nature described in preceding clause (iv) and all those questions have been answered to his satisfaction and the satisfaction of his purchaser representative, if any. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS The Company and each Stockholder jointly and severally represent and warrant to, and agree with, USC that all the following representations and warranties in this Article II are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 4.07, on the Closing Date and immediately prior to the Effective Time, true and correct: Section 2.01 ORGANIZATION. Schedule 2.01 sets forth the Organization State of each of the Company and the Company Subsidiaries. Each of the Company and the Company Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of its Organization State, (ii) has all requisite corporate power and authority under those laws and its Charter Documents to own or lease and to operate its properties and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation in all jurisdictions in which it owns or leases property or in which the carrying on of its business as now conducted so requires, except where the failure to be so qualified, singly or in the aggregate, would not have a Material Adverse Effect. -3-

Section 2.02 QUALIFICATION. Schedule 2.02 lists all the jurisdictions in which each of the Company and the Company Subsidiaries is authorized or qualified to own or lease and to operate its properties or to carry on its business as now conducted, and neither the Company nor any Company Subsidiary owns, leases or operates any properties, or carries on any business, that is Material to the Acquired Business in any jurisdiction that Schedule does not list. Section 2.03 AUTHORIZATION; ENFORCEABILITY; ABSENCE OF CONFLICTS; REQUIRED CONSENTS. (a) The execution, delivery and performance by the Company of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Acquisition and the other transactions contemplated hereby and thereby, are within its corporate or other power under its Charter Documents and the applicable Governmental Requirements of its Organization State and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and those Governmental Requirements. (b) This Agreement has been, and each of the other Transaction Documents to which the Company is a party, when executed and delivered by the parties thereto will have been, duly executed and delivered by the Company and is, or when so executed and delivered will be, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or any applicable law that limits rights to indemnification and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance in accordance with their respective terms by the Company of the Transaction Documents to which it is a party have not and will not (i) violate, breach or constitute a default under (A) the Charter Documents of any of the Company and the Company Subsidiaries, (B) any Governmental Requirement applicable to any of the Company and the Company Subsidiaries or (C) any Material Agreement of the Company (except as Schedule 2.03 sets forth), (ii) result in the acceleration or mandatory prepayment of any Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require any of the Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties (except as Schedule 2.03 sets forth), (iii) cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of any of the Company and the Company Subsidiaries (or upon any revenues, income or profits of any of the Company and the Company Subsidiaries therefrom) or (iv) except as Schedule 2.03 sets forth, result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by any of the Company and the Company Subsidiaries at the date hereof and necessary for the ownership or lease or the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Industry Law. -4-

(d) Except for (i) the filing of the Certificates of Merger, if any, with the applicable Governmental Authorities , (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by any of the Company and the Company Subsidiaries for the execution, delivery or performance by the Company of the Transaction Documents to which it is a party, the enforcement against the Company of its obligations thereunder or the effectuation of the Acquisition and the other transactions contemplated thereby. Section 2.04 CHARTER DOCUMENTS AND RECORDS; NO VIOLATION. Except as Schedule 2.04 sets forth, the Company has caused true, complete and correct copies of the Charter Documents, each as in effect on the date hereof, and the minute books and similar corporate or other Entity records of each of the Company and the Company Subsidiaries to be delivered to USC. No breach or violation of any Charter Document of any of the Company and the Company Subsidiaries has occurred and is continuing. Section 2.05 NO DEFAULTS. Except as Schedule 2.05 sets forth, no condition or state of facts exists, or, with the giving of notice or the lapse of time or both, would exist, which (i) entitles any holder of any outstanding Indebtedness, or any Guaranty not constituting Indebtedness, of any of the Company and the Company Subsidiaries, or a representative of that holder, to accelerate the maturity, or require a mandatory prepayment, of that Indebtedness or Guaranty, or affords that holder or its representative, or any beneficiary of that Guaranty, the right to require any of the Company and the Company Subsidiaries to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform that Guaranty in whole or in part, (ii) entitles any Person to obtain any Lien (other than a Permitted Lien) on any properties or assets constituting any part of the Acquired Business (or upon any revenues, income or profits of any of the Company and the Company Subsidiaries therefrom) or (iii) constitutes a violation or breach of, or a default under, any Material Agreement of the Company (including this Agreement) by any of the Company and the Company Subsidiaries. Section 2.06 COMPANY SUBSIDIARIES. Schedule 2.01 either (i) sets forth the form of organization, legal name, each assumed name and Organization State of each Company Subsidiary or (ii) correctly states no Entity is a Company Subsidiary. Except as Schedule 2.06 sets forth, each Company Subsidiary is a Wholly Owned Subsidiary. In the case of any Company Subsidiary that is not a Wholly Owned Subsidiary, Schedule 2.06 sets forth, by each class and each series within each class, (i) the number of outstanding shares (or other percentage ownership interests) of Capital Stock of the Company Subsidiary, (ii) the Company's aggregate direct and indirect ownership of those shares (or interests) and (iii) the name and address of record and percentage ownership of those shares (or interests) of each holder of record thereof other than the Company or a Company Subsidiary. No Lien exists upon any outstanding share (or other percentage ownership interests) of Capital Stock of any Company Subsidiary which the Company directly or indirectly owns other than (i) the Liens, if any, Schedule 2.06 describes, all of which will be released at or before the Effective -5-

Time, and (ii) Permitted Liens. Except as Schedule 2.06 sets forth, the Company does not own, of record or beneficially, directly or indirectly through any Person, and does not control, directly or indirectly through any Person or otherwise, any Capital Stock or Derivative Securities of any Entity other than a Company Subsidiary. Section 2.07 CONTROLLING AFFILIATES. Schedule 2.07 sets forth the name of each Person who at the time the Acquisition was submitted for vote or consent to the Stockholders, is, was or will be an Affiliate of the Company by reason of that Person's control of the Company. Section 2.08 CAPITAL STOCK OF THE COMPANY AND THE COMPANY SUBSIDIARIES. Schedule 2.08 sets forth, by each class and by each series within each class, the total number of shares of authorized Company Capital Stock and the total number of such shares that have been issued and are now outstanding. Except as Schedule 2.08 sets forth: (i) no shares of Company Capital Stock are held by the Company or any Company Subsidiary as treasury shares; and (ii) no outstanding options, warrants or rights to acquire Capital Stock of the Company or any Company Subsidiary exist. All the issued and outstanding shares of Capital Stock of each of the Company and the Company Subsidiaries (i) have been duly authorized and validly issued in accordance with the applicable Governmental Requirements of their issuer's Organization State and Charter Documents and (ii) are fully paid and nonassessable. Neither the Company nor any Company Subsidiary has issued or sold any shares of its outstanding Capital Stock in breach or violation of (i) any applicable statutory or contractual preemptive rights, or any other rights of any kind (including any rights of first offer or refusal), of any Person or (ii) the terms of any of its Derivative Securities which then were outstanding. No Person has, otherwise than solely by reason of that Person's right, if any, to vote shares of the Capital Stock of the Company or any Company Subsidiary it holds (to the extent those shares afford the holder thereof any voting rights) any right to vote on any matter with the holders of Capital Stock of the Company or any Company Subsidiary. Section 2.09 TRANSACTIONS IN CAPITAL STOCK. Except as Schedule 2.09 sets forth: (i) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire or reacquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (ii) no transaction has been effected, and no action in contemplation of the transactions described in this Agreement has been taken, respecting the equity ownership of either the Company or any Company Subsidiary. Section 2.10 NO BONUS SHARES. Except as Schedule 2.10 sets forth, no outstanding share of Capital Stock of the Company was issued for less than the fair market value thereof at the time of issuance or was issued in exchange for any consideration other than cash. Section 2.11 PREDECESSOR STATUS; ETC. Except as Schedule 2.11 sets forth, the Company has not been a Subsidiary or division of another Entity during the past five years. Section 2.12 RELATED PARTY AGREEMENTS. Schedule 2.12 sets forth all Related Party Agreements in effect on the date hereof. Except for those Related Party Agreements that Schedule -6-

specifically refers to as "Retained Related Party Agreements" (the "Retained Related Party Agreements"), each Related Party Agreement in effect on the date hereof will have been terminated, and all Indebtedness of each Related Person and its Affiliates owed to any of the Company and the Company Subsidiaries will have been paid in full, prior to the Effective Time, and no Related Party Agreement then will exist. The terms and conditions of each of the Retained Related Party Agreements are no less favorable to the Company than the Company reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Company, the rentals provided for in the Retained Related Party Agreements constituting leases of property to the Acquired Business (other than the leases, if any, that this Agreement defines as a Facilities Lease Agreement, as to which no representation is made pursuant to this Section 2.12) do not and will not exceed fair market rentals of the properties being rented or leased under those Retained Related Party Agreements and the payments provided to be made by the Company or any Company Subsidiary in the Retained Related Party Agreements do not exceed the fair market value of the goods or other property provided to or the services performed for the Acquired Business. Section 2.13 LITIGATION. Except as Schedule 2.13 sets forth, no Litigation is pending or, to the knowledge of the Company or any Stockholder, threatened to which the Company or any Company Subsidiary is or may become a party. Section 2.14 FINANCIAL STATEMENTS; DISCLOSURE. (a) FINANCIAL STATEMENTS. (i) The Financial Statements (including in each case the related schedules and notes) delivered to USC present fairly, in all material respects, the financial position of the Acquired Business at the respective dates of the balance sheets included therein and the results of operations, cash flows and stockholders' or other owners' equity of the Acquired Business for the respective periods set forth therein and have been prepared in accordance with GAAP, except, with respect to any financial statements of the Acquired Business delivered to USC pursuant to the provisions of Section 4.09, for the provision of applicable footnotes and adjustments customarily made at year end. As of the date of any balance sheet included in those Financial Statements, neither the Company nor any Company Subsidiary then had any outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments or unusual forward or long-term commitments), or any unrealized or anticipated loss, which in the aggregate then were Material to the Acquired Business and required to be reflected in those Financial Statements or in the notes related thereto in accordance with GAAP which were not so reflected. (ii) Since the Current Balance Sheet Date, no change has occurred in the business, operations, properties or assets, liabilities, condition (financial or other) or results of operations of the Acquired Business that could reasonably be expected, either alone or together with all other such changes, to have a Material Adverse Effect. (b) DISCLOSURE. (i) As of the date hereof, all Information that has been made available to USC by or on behalf of the Company prior to the date of this Agreement in connection with the transactions contemplated hereby (other than financial budgets and projections) is, taken together, true and correct in all material respects and does not contain any untrue statement of a -7-

material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which those statements were made. (ii) All Information that is furnished to USC after the date hereof from time to time prior to the Effective Time by or on behalf of the Company in connection with or pursuant to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby (other than financial budgets and projections) will be, when made available and taken together, true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which those statements are made. (iii) Schedule 2.14 sets forth a complete list of all financial budgets and projections respecting the Acquired Business that, as of the date of this Agreement, the Company, or any of its Representatives have made available to USC in connection with this Agreement or the transactions contemplated hereby. All those financial budgets and projections and any other financial budgets or projections respecting the Acquired Business that the Company or any of its Representatives hereafter provide to USC in writing prior to the Effective Time pursuant to or in connection with this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby have been and will be prepared and furnished to USC in good faith and were and will be based on facts and assumptions that are believed by the management of the Company to be reasonable in light of the then current and foreseeable business conditions of the Company and the Company Subsidiaries and represented and will represent that management's good faith estimate of the consolidated projected financial performance of the Company and the Company Subsidiaries based on the information available to the Responsible Officer at the time so furnished. Section 2.15 COMPLIANCE WITH LAWS. (a) Except as Schedule 2.15 sets forth: (i) each of the Company and the Company Subsidiaries possesses, or, if required by the applicable Environmental Laws and Industry Laws (including those relating to hazardous air pollutants or Solid Wastes, Hazardous Wastes or Hazardous Substances), one or more of its employees as required by those Environmental Laws and Industry Laws possesses, all necessary certifications and licenses and similar Governmental Approvals required for the conduct of its business; and (ii) each of the Company and the Company Subsidiaries and such one or more of its employees are in compliance in all material respects with the terms and conditions of all Governmental Approvals necessary for the ownership or lease and the operation of its properties (including all the facilities and sites it owns or holds under any lease) and the carrying on of its business as now conducted. The Company has provided USC with a complete written list of all the Governmental Approvals so possessed. All the Governmental Approvals so listed are valid and in full force and effect, and, except as Schedule 2.15 sets forth, neither the Company nor any Company Subsidiary has received, nor to the knowledge of any Stockholder has any employee of either received, any notice from any Governmental Authority of its intention to cancel, terminate or not renew any of those Governmental Approvals. -8-

(b) Except as Schedule 2.15 sets forth, each of the Company and the Company Subsidiaries: (i) has been and continues to be in compliance in all material respects with all Governmental Requirements applicable to it or any of its presently or previously owned or operated properties (including all the facilities and sites now or previously owned or held by it under any lease), businesses or operations, including all applicable Governmental Requirements under ERISA, Environmental Laws and Industry Laws; and (ii)(A) neither the Company nor any Company Subsidiary has received, nor to the knowledge of the Company has any employee of either received, any notice from any Governmental Authority which asserts, or raises the possibility of assertion of, any noncompliance with any of those Governmental Requirements and, to the knowledge of each of the Company, the Company Subsidiaries and the Stockholders, (B) no condition or state of facts exists which would provide a valid basis for any such assertion. Section 2.16 CERTAIN ENVIRONMENTAL MATTERS. Except as Schedule 2.16 sets forth: (i) the Company and each Company Subsidiary have complied, and remain in compliance, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Company and each Company Subsidiary of all sites presently owned or operated by any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ii) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (iii) neither the Company nor any Company Subsidiary (or any agent or contractor of either) has transported or arranged for the transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against the Company, any Company Subsidiary, the Acquired Business, any Other Founding Company or any of its Subsidiaries, USC or any Subsidiary of USC, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (iv) no storage tanks exist on or under any of the properties owned or operated by the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. The Company has provided USC with copies (or, if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of the Company or any Company Subsidiary respecting any facility, site or other property the Company or any Company Subsidiary presently owns or operates. Section 2.17 LIABILITIES AND OBLIGATIONS. Schedule 2.17 lists or describes all present liabilities, of every kind, character and description and whether accrued, absolute, fixed, contingent or otherwise, of each of the Company and the Company Subsidiaries which (i) exceed or reasonably could be expected to exceed $10,000 and (ii) (A) had been incurred prior to the Current Balance -9-

Sheet Date, but are not reflected on the Current Balance Sheet, or (B) were incurred after the Current Balance Sheet Date otherwise than in the ordinary course of business, and consistent with the past practice, of that Entity. That Schedule also lists and describes, for each of the Company and the Company Subsidiaries: (i) each of its outstanding secured and unsecured Guaranties not constituting its Indebtedness and, for each of those Guaranties, whether any Stockholder or Related Person or Affiliate of any Stockholder is a Person whose obligation is covered by that Guaranty, and (ii ) for each of the items listed under clause (i) of this sentence, (A) if that item is secured by any property or asset of the Company or any Company Subsidiary, the nature of that security, and (B) if that item is covered in whole or in part by a Guaranty of any Stockholder or any Related Person or Affiliate of any Stockholder, the name of the guarantor. Section 2.18 RECEIVABLES. Except as Schedule 2.18 sets forth, all the accounts and notes or other advances receivable of the Company and the Company Subsidiaries reflected on the Current Balance Sheet were collected, or are valid and enforceable claims arising in the ordinary course of business and, in the good faith belief of the Company's management, collectible, in the aggregate respective amounts so reflected, net of the reserves, if any, reflected in the Current Balance Sheet. Section 2.19 REAL PROPERTIES. (a) Schedule 2.19 lists and correctly describes in all material respects: (i) all real properties owned by any of the Company and the Company Subsidiaries and, for each of those properties, the address thereof, the type and approximate square footage of each structure located thereon and the use thereof in the business of the Company and the Company Subsidiaries; (ii) all real properties of which any of the Company and the Company Subsidiaries is the lessee and, for each of those properties, the address thereof, the type and approximate square footage of each structure located thereon the Company or a Company Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Company and the Company Subsidiaries; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, any other Entity included in the Acquired Business, if the Stockholder is an Affiliate of the Company or any other Entity included in the Acquired Business). (b) The Company has provided USC with true, complete and correct copies of all title reports and insurance policies the Company or its Stockholders possess relating to any of the real properties Schedule 2.19 lists as being owned or leased. Except as that Schedule sets forth, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property that Schedule lists as being owned. (c) The Company has provided USC with true, correct and complete copies of all leases under which the Company or a Company Subsidiary is leasing each of the properties Schedule 2.19 lists as being leased and, except as that Schedule sets forth, (i) each of those leases is, to the knowledge of the Company, valid and binding on the lessor party thereto and (ii) the lessee -10-

party thereto has not sublet any of the leased space to any Person other than the Company, a Company Subsidiary or any other Entity included in the Acquired Business. (d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties Schedule 2.19 lists and, except as that Schedule sets forth, are maintained in accordance with ordinary industry practices and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. Section 2.20 OTHER TANGIBLE ASSETS. (a) Schedule 2.20 discloses all leases, including capital leases, that are Material to the Company under which the Company or a Company Subsidiary is leasing its property, plant and equipment and other tangible assets other than real properties. Except as that Schedule sets forth, (i) each of those leases is, to the knowledge of the Company, valid and binding on the lessor party thereto and (ii) the lessee party thereto has not sublet any of the leased property to any Person other than the Company, a Company Subsidiary or any other Entity included in the Acquired Business. (b) Except as Schedule 2.20 sets forth, all the property, plant and equipment of the Company and the Company Subsidiaries are in satisfactory condition and in a commercially satisfactory state of repair given the use to which they are put, ordinary wear and tear excepted, and adequate for the purposes for which they presently are being used or held for use. (c) In each case, free and clear of all Liens except for Permitted Liens and as Schedule 2.20 sets forth, the Acquired Business has good and valid title to, or holds under a lease valid and binding on the lessor party thereto, all its tangible personal properties and assets that individually or in the aggregate are Material to the Acquired Business. Section 2.21 PROPRIETARY RIGHTS. Except as Schedule 2.21 sets forth, each of the Company and the Company Subsidiaries owns, free and clear of all Liens other than Permitted Liens, or has the legal right to use, all Proprietary Rights that are necessary to the conduct of its business as now conducted, in each case free of any claims or infringements known to the Company or any Stockholder. Schedule 2.21 (i) lists those Proprietary Rights and (ii) indicates those owned by the Company or any Company Subsidiary and, for those not listed as so owned, the agreement or other arrangement pursuant to which they are possessed. Except as that Schedule sets forth, (i) no consent of any Person will be required for the use of any of these Proprietary Rights by USC or any Subsidiary of USC following the Effective Time and (ii) no governmental registration of any of these Proprietary Rights has lapsed or expired or been canceled, abandoned, opposed or the subject of any reexamination request. Section 2.22 RELATIONS WITH GOVERNMENTS, ETC. Neither the Company nor any Company Subsidiary has made, offered or agreed to offer anything of value to any governmental official, political party or candidate for government office which would cause the Company or any Company Subsidiary to be in violation of the Foreign Corrupt Practices Act of 1977 or any Governmental Requirement to a similar effect. -11-

Section 2.23 COMMITMENTS. (a) Schedule 2.23 sets forth a complete list of each of the following (each a "Company Commitment") to which any of the Company and the Company Subsidiaries is a party or by which any of its properties is bound and which presently remains executory in whole or in any part: (i) each partnership, joint venture or cost sharing agreement; (ii) each guaranty or suretyship, indemnification or contribution agreement or performance bond; (iii) each instrument, agreement or other obligation evidencing or relating to Indebtedness of any of the Company and the Company Subsidiaries involving more than $10,000; (iv) each contract to purchase or sell real property; (v) each agreement with sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any 12-month period in excess of $10,000 and which is not terminable without penalty and on no more than 30 days' prior notice; (vi) each agreement for the acquisition or provision of services, supplies, equipment, inventory, fixtures or other property involving more than $25,000 in the aggregate; (vii) each Related Party Agreement involving total payments within any 12-month period in excess of $10,000 and which is not terminable without penalty on no more than 30 days' prior notice; (viii) each contract containing any noncompetition agreement, covenant or undertaking; (ix) each agreement providing for the purchase from a supplier of all or substantially all the requirements of the Company or any Company Subsidiary of a particular product or service; or (x) each other agreement or commitment not made in the ordinary course of business which is Material to the Acquired Business. True, correct and complete copies of all written Company Commitments, and true, correct and complete written descriptions of all oral Company Commitments, have heretofore been delivered to USC Except as Schedule 2.23 sets forth: (i) there are no existing or asserted defaults, events of -12-

default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults or events of default under any Company Commitment Material to the Acquired Business by any of the Company and the Company Subsidiaries or, to the knowledge of the Company, any other party thereto; and (ii) no penalties have been incurred, nor are amendments pending, with respect to the Company Commitments Material to the Acquired Business. The Company Commitments are in full force and effect and are valid and enforceable obligations of the Company or the Company Subsidiaries parties thereto and, to the knowledge of the Company, the other parties thereto in accordance with their respective terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law), and no defenses, off-sets or counterclaims have been asserted or, to the knowledge of the Company, may be made by any party thereto (other than by the Company or a Company Subsidiary), nor has the Company or a Company Subsidiary, as the case may be, waived any rights thereunder, except as Schedule 2.23 sets forth. (b) Except as Schedule 2.23 sets forth or as contemplated hereby or by any other Transaction Document to which the Company or any Company Subsidiary or Stockholder is a party, neither the Company nor any Company Subsidiary or Stockholder has knowledge of any plan or intention of any other party to any Company Commitment that is Material to the Acquired Business to exercise any right to cancel or terminate that Company Commitment, and neither the Company nor that Company Subsidiary or any Stockholder has knowledge of any condition or state of facts which would justify the exercise of such a right. Section 2.24 CAPITAL EXPENDITURES. Schedule 2.24 sets forth the total amount of capital expenditures currently budgeted to be incurred by the Acquired Business in excess of $25,000 in the aggregate during the balance of the Company's current fiscal year. Section 2.25 INVENTORIES. Except as Schedule 2.25 sets forth: (i) all inventories, net of reserves determined in accordance with GAAP, of the Acquired Business which are classified as such on the Current Balance Sheet are, to the knowledge of the Company, merchantable and salable or usable in the ordinary course of business of the Acquired Business; and (ii) the Acquired Business does not depend on any single vendor for its inventories the loss of which could have a Material Adverse Effect or during the past five years has sustained a difficulty Material to the Acquired Business in obtaining its inventories. Section 2.26 INSURANCE. Except as Schedule 2.26 sets forth: (i) the Company has provided USC with: (A) a list as of the Current Balance Sheet Date of all insurance policies then carried by each of the Company and the Company Subsidiaries; (B) a list of all insurance loss runs and worker's compensation claims received for the most recently ended three policy years; and (C) true, complete and correct copies of all insurance policies carried by each of the Company and the Company Subsidiaries which are in effect, all of which (1) have been issued by insurers of recognized responsibility and (2) currently are, and will remain without interruption through the -13-

Closing Date, in full force and effect; (ii) no insurance carried by the Company or any Company Subsidiary has been canceled by the insurer during the past five years, and neither the Company nor any Company Subsidiary has ever been denied coverage; and (iii) neither the Company nor any Company Subsidiary or Stockholder has received any notice or other communication from any issuer of any such insurance policy of any material increase in any deductibles, retained amounts or the premiums payable thereunder, and, to the knowledge of the Company or any Stockholder, no such increase in deductibles, retainages or premiums is threatened. Section 2.27 EMPLOYEE MATTERS. (a) CASH COMPENSATION. The Company has provided USC with a complete written list of the names, titles and rates of annual Cash Compensation, at the Current Balance Sheet Date (and the portions thereof attributable to salary or the equivalent, fixed bonuses, discretionary bonuses and other Cash Compensation, respectively) of the key employees (including all employees who are officers or directors), nonemployee officers, nonemployee directors and key consultants and independent contractors of each of the Company and the Company Subsidiaries. (b) EMPLOYMENT AGREEMENTS. Schedule 2.27 lists all Employment Agreements remaining executory in whole or in part on the date hereof, and the Company has provided USC with true, complete and correct copies of all those Employment Agreements. Neither the Company nor any Company Subsidiary is a party to any oral Employment Agreement, other than with respect to employment at-will arrangements that are terminable by either party thereto without liability on the part of either party thereto (except for earned but unpaid salaries or wages). (c) OTHER COMPENSATION PLANS. Schedule 2.27 lists all Other Compensation Plans either remaining executory at the date hereof or to become effective after the date hereof. The Company has provided USC with a true, correct and complete copy of each of those Other Compensation Plans that is in writing and an accurate written description of each of those Other Compensation Plans that is not written. Except as Schedule 2.27 sets forth, each of the Other Compensation Plans, including each that is a Welfare Plan, may be unilaterally amended or terminated by the Company or any Company Subsidiary without liability to any of them, except as to benefits accrued thereunder prior to that amendment or termination. (d) ERISA BENEFIT PLANS. Schedule 2.27 (i) lists (A) each ERISA Pension Benefit Plan (1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or -14-

any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided USC with true, complete and correct copies of (i) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (ii) each trust agreement related thereto (if any) and (iii) all amendments to those plans and trust agreements. Except as Schedule 2.27 sets forth, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group). (e) EMPLOYEE POLICIES AND PROCEDURES. Schedule 2.27 lists all Employee Policies and Procedures. The Company has provided USC with a copy of all written Employee Policies and Procedures and a written description of all unwritten Employee Policies and Procedures that in the aggregate are Material to the Company. (f) UNWRITTEN AMENDMENTS. Except as Schedule 2.27 sets forth, no unwritten amendments have been made, whether by oral communication, pattern of conduct or otherwise, with respect to any of the Employment Agreements, Other Compensation Plans or Employee Policies and Procedures which in the aggregate are Material to the Company. (g) LABOR COMPLIANCE. Except as Schedule 2.27 sets forth, each of the Company and the Company Subsidiaries has been and is in compliance in all material respects with all applicable Governmental Requirements respecting employment and employment practices, terms and conditions of employment, wages and hours and workplace health and safety in concrete mixing facilities and other work areas, and neither the Company nor any Company Subsidiary is liable for any arrears of wages or penalties for failure to comply with any of the foregoing. Neither the Company nor any Company Subsidiary has engaged in any unfair labor practice or discriminated on the basis of race, color, religion, sex, national origin, age, disability or handicap in its employment conditions or practices. Except as Schedule 2.27 sets forth, there are no (i) unfair labor practice charges or complaints or racial, color, religious, sex, national origin, age, disability or handicap discrimination charges or complaints pending or, to the knowledge of the Company, threatened against the Company or any of the Company Subsidiaries before any Governmental Authority (nor, to the knowledge of the Company, does any valid basis therefor exist) or (ii) existing or, to the knowledge of the Company, threatened labor strikes, disputes, grievances or controversies affecting the Company or any of the Company Subsidiaries (nor, to the knowledge of the Company, does any valid basis therefor exist). Each of the Company and the Company Subsidiaries has complied, and remains in compliance in all material respects with, all federal and state Governmental -15-

Requirements mandating the provision of programs offering hazard recognition training to its employees and employees of its customers. (h) UNIONS. Except as Schedule 2.27 sets forth, (i) neither the Company nor any Company Subsidiary or ERISA Affiliate has ever been a party to any agreement with any union, labor organization or collective bargaining unit, (ii) no employees of the Company and the Company Subsidiaries are represented by any union, labor organization or collective bargaining unit and (iii) to the knowledge of the Company, none of the employees of the Company and the Company Subsidiaries has threatened to organize or join a union, labor organization or collective bargaining unit with respect to their employment by the Company or any Company Subsidiary. (i) ALIENS. Except as Schedule 2.27 sets forth, all employees of each of the Company and the Company Subsidiaries are, to the knowledge of the Company (including any constructive knowledge the IRCA may deem the Company to have), (i) citizens of the United States or (ii) not citizens of the United States, but, in accordance with the IRCA and other applicable federal Governmental Requirements, are either (A) immigrants authorized to work in the United States or (B) nonimmigrants authorized to work in the United States for the Company or a Company Subsidiary in their specific jobs. Except as Schedule 2.27 sets forth: neither the Company nor any Company Subsidiary has since November 6, 1986 (i) hired (or by reason of any contract, subcontract or exchange is considered for purposes of the IRCA to have hired) an alien in the United States to perform labor or services with knowledge (as determined in accordance with the IRCA) that the alien is an unauthorized alien with respect to performing that labor or those services, (ii) continued the employment of any employee hired after November 6, 1986 with knowledge (as determined in accordance with the IRCA) that the employee is or has become an unauthorized alien with respect to that employment or (iii) directly or indirectly in violation of the IRCA required any individual it has hired to post a bond or security or provide any other financial assurance to it against any potential liability under the IRCA as a result of that hire. The Company has provided USC with a true, complete list of all current alien employees of the Company who (i) are authorized to work in the United States as immigrants or (ii) hold H-1B, H-2B or other nonimmigrant visas. The Company has provided USC with respect to each current employee of the Company or any Company Subsidiary who has an H-1B or H-2B visa, true, complete copies of the Department of Labor File and Public Access File the Company or a Company Subsidiary has maintained with respect to that employee. The Company also has provided USC with true, complete copies of all Forms I-9 the Company and the Company Subsidiaries possess with respect to their (i) current employees, (ii) former employees whose employment was terminated within 12 months of the date hereof and who were employed for more than 36 months and (iii) former employees whose employment was terminated within 36 months of the date hereof and who were employed for less than 36 months. The Company also has provided USC with a list of all people employed by the Company or Company Subsidiaries within the last 36 months and their hire dates and termination dates (if any). Except as Schedule 2.27 sets forth, each of the Company and the Company Subsidiaries has obtained, completed and maintained Form I-9s in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. -16-

(j) CHANGE OF CONTROL BENEFITS. Except as Schedule 2.27 sets forth, neither the Company nor any of the Company Subsidiaries is a party to any agreement, or has established any plan, policy, practice or program, requiring it to make a payment or provide any other form of compensation or benefit or vesting rights to any person performing services for the Company or any of the Company Subsidiaries which would not be payable or provided in the absence of this Agreement or the consummation of the transactions this Agreement contemplates, including any parachute payment under Section 280G of the Code. (k) RETIREES. Except as Schedule 2.27 sets forth, neither the Company nor any of the Company Subsidiaries has any obligation or commitment to provide medical, dental or life insurance benefits to or on behalf of any of its employees who may retire or any of its former employees who have retired except as the continuation of coverage provisions of Section 4980B of the Code and the applicable parallel provisions of ERISA may require. Section 2.28 COMPLIANCE WITH ERISA. (a) COMPLIANCE. Each of the Company ERISA Benefit Plans and Other Compensation Plans (each, a "Plan") (i) is in substantial compliance with all applicable provisions of ERISA, as well as with all other applicable Governmental Requirements, and (ii) has been administered, operated and managed in accordance with its governing documents. (b) QUALIFICATION. All Plans that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") are so qualified and have been determined by the IRS to be so qualified (or application for determination letters have been timely submitted to the IRS). The Company has provided USC with true, complete and correct copies of the current plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R, filed with respect to each such Qualified Plan and most recent trustee or custodian report. To the extent that any Qualified Plans have not been amended to comply with applicable Governmental Requirements, the remedial amendment period permitting retroactive amendment of these Qualified Plans has not expired and will not expire within 120 days after the Effective Time. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or Returns) have been timely filed or distributed, except for any failures to timely file or distribute such reports and other documents as would not, singly or in the aggregate, result in a material liability for any Tax. (c) NO PROHIBITED TRANSACTIONS. None of the Stockholders, any Plan or the Company or any Company Subsidiary has engaged in any Prohibited Transaction. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA, and no circumstances exist as a result of which the Company or any Company Subsidiary could have any direct or indirect material liability whatsoever (including being subject to any statutory Lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or to the IRS for any excise tax or penalty with respect to any Plan now or hereafter maintained or contributed to by the Company or any of its ERISA Affiliates. Further: -17-

(i) there have been no terminations, partial terminations or discontinuances of contributions to any Qualified Plan without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan; (ii) no Termination Event has occurred; (iii) no Reportable Event has occurred with respect to any Plan which was not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Effective Time, will equal or exceed the actuarial present value of all "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under that plan in accordance with the assumptions the regulations of the PBGC governing the funding of terminated defined benefit plans contain; (v) with respect to Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), the Company, each Company Subsidiary and each Stockholder have complied (and at the Effective Time will have complied) in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and neither the Company nor any Company Subsidiary has incurred (or will incur) any direct or indirect liability or is (or will be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the Company, any Company Subsidiary or any Stockholder, at any time prior to the Effective Time, to comply with any such federal or state benefit continuation or coverage requirement, which is capable of being assessed or asserted before or after the Effective Time directly or indirectly against the Company, any Company Subsidiary, any Stockholder, USC or any Subsidiary of USC with respect to any of those group health plans; (vi) the Financial Statements as of the Current Balance Sheet Date reflect the approximate total pension, medical and other benefit liability for all Plans, and no material funding changes or irregularities are reflected therein which would cause those Financial Statements to be not representative of prior periods; and (vii) neither the Company nor any Company Subsidiary has incurred liability under Section 4062 of ERISA. (d) MULTIEMPLOYER PLANS. Except as Schedule 2.28 sets forth, neither the Company nor any Company Subsidiary, and no ERISA Affiliate of any of them, is, or at any time during the six-year period ended on the date hereof was, obligated to contribute to a Multiemployer Plan. Neither the Company nor any Company Subsidiary, and no ERISA Affiliate of any of them, has made a complete or partial withdrawal from a Multiemployer Plan so as to incur withdrawal -18-

liability as defined in Section 4201 of ERISA. Schedule 2.28 states for each Multiemployer Plan it lists or should list the Company's best estimate of the amount of withdrawal liability that would be incurred if the Company and each of the its ERISA Affiliates were to make a complete withdrawal from that Multiemployer Plan as of the Closing Date. Except as that Schedule sets forth, the aggregate amount of that withdrawal liability if the Company and each of its ERISA Affiliates were to make a complete withdrawal from each such Multiemployer Plan would not exceed $25,000. (e) CLAIMS AND LITIGATION. Except as Schedule 2.28 sets forth, no Litigation or claims (other than routine claims for benefits) are pending or, to the knowledge of the Company, threatened against, or with respect to, any of the Plans or with respect to any fiduciary, administrator, party-in-interest or sponsor thereof (in their capacities as such). (f) EXCISE TAXES, DAMAGES AND PENALTIES. No act, omission or transaction has occurred which would result in the imposition on the Company or any Company Subsidiary with respect to any Plan of (i) a material breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a material civil penalty assessed pursuant to subsection (c), (i) or (l) of Section 502 of ERISA or (iii) any material excise tax under applicable provisions of the Code. (g) WELFARE TRUSTS. Any trust funding a Plan, which is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code, satisfies the requirements of that Section and has received a favorable determination letter from the IRS regarding that exempt status and has not, since receipt of the most recent favorable determination letter, been amended or operated in a way that would adversely affect that exempt status. Section 2.29 TAXES. (a) Each of the following representations and warranties in this Section 2.29 is qualified to the extent Schedule 2.29 sets forth. (b) All Returns required to be filed with respect to any Tax for which any of the Company and the Company Subsidiaries is liable have been duly and timely filed with the appropriate Taxing Authority, each such Return is true, correct and complete in all respects Material to the Acquired Business (and, in the case of a Return filed by a Company Subsidiary, the Company Subsidiary), each Tax shown to be payable on each such Return has been paid, each Tax payable by the Company or a Company Subsidiary by assessment has been timely paid in the amount assessed and adequate reserves have been established on the consolidated books of the Acquired Business for all Taxes for which any of the Company and the Company Subsidiaries is liable, but the payment of which is not yet due. Neither the Company nor any Company Subsidiary is, or ever has been, liable for any Tax payable by reason of the income or property of a Person other than the Company or a Company Subsidiary. Each of the Company and the Company Subsidiaries has timely filed true, correct and complete declarations of estimated Tax in each jurisdiction in which any such declaration is required to be filed by it. No Liens for Taxes exist upon the assets of the Company or any Company Subsidiary except Liens for Taxes which are not yet due. Neither the Company nor any Company Subsidiary is, or ever has been, subject to Tax in any jurisdiction outside of the United -19-

States. No Litigation with respect to any Tax for which the Company or any Company Subsidiary is asserted to be liable is pending or, to the knowledge of the Company or any Stockholder, threatened and no basis which the Company or any Stockholder believes to be valid exists on which any claim for any such Tax can be asserted against the Company or any Company Subsidiary. No requests for rulings or determinations in respect of any Taxes are pending between the Company or any Company Subsidiary and any Taxing Authority. No extension of any period during which any Tax may be assessed or collected and for which the Company or any Company Subsidiary is or may be liable has been granted to any Taxing Authority. Neither the Company nor any Company Subsidiary is or has been a party to any tax allocation or sharing agreement. All amounts required to be withheld by any of the Company and the Company Subsidiaries and paid to governmental agencies for income, social security, unemployment insurance, sales, excise, use and other Taxes have been collected or withheld and paid to the proper Taxing Authority. The Company and each Company Subsidiary have made all deposits required by law to be made with respect to employees' withholding and other employment taxes. (c) None of the Company, any Company Subsidiary or any Stockholder is a "foreign person," as Section 1445(f)(3) of the Code refers to that term. (d) The Company has not filed a consent pursuant to Section 341(f) of the Code or any comparable provision of any other tax statute and has not agreed to the application of Section 341(f)(2) of the Code or any comparable provision of any other tax statute to any disposition of an asset. The Company has not made, is not obligated to make and is not a party to any agreement that could require it to make any payment that is not deductible under Section 280G of the Code. No asset of the Acquired Business is subject to any provision of applicable law which eliminates or reduces the allowance for depreciation or amortization in respect of that asset below the allowance generally available to an asset of its type. No accounting method changes of the Acquired Business exist or are proposed or threatened which could give rise to an adjustment under Section 481 of the Code. If the Company or any predecessor corporation at any time has filed an election to be an S corporation, within the meaning of Section 1361(a)(1) of the Code or any predecessor provision or comparable provisions of state laws, the Company and any such predecessor corporation have at all times met all requirements for that election, and that election has at all times been and is presently valid and in full force and effect. Section 2.30 GOVERNMENT CONTRACTS. Except as Schedule 2.30 sets forth, neither the Company nor any Company Subsidiary is a party to any governmental contract subject to price redetermination or renegotiation. Section 2.31 ABSENCE OF CHANGES. Since the Current Balance Sheet Date, except as Schedule 2.31 sets forth, none of the following has occurred with respect to the Company or any Company Subsidiary: -20-

(i) any circumstance, condition, event or state of facts (either singly or in the aggregate), other than conditions generally affecting the Industry, which has caused, is causing or will cause a Material Adverse Effect; (ii) any change in its authorized Capital Stock or in any of its outstanding Capital Stock or Derivative Securities; (iii) any Restricted Payment, except any declaration or payment of dividends by any Company Subsidiary solely to the Company and any Restricted Payment that Section 4.03 permits; (iv) any increase in, or any commitment or promise to increase, the rates of Cash Compensation as of the date hereof, or the amounts or other benefits paid or payable under any Company ERISA Pension Plan or Other Compensation Plan, except for ordinary and customary bonuses and salary increases for employees (other than the Stockholders or their Immediate Family Members) at the times and in the amounts consistent with its past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character, that will have a Material Adverse Effect following the Effective Time; (vi) any distribution, sale or transfer of, or any Company Commitment to distribute, sell or transfer, any of its assets or properties of any kind which singly is or in the aggregate are Material to the Acquired Business, other than distributions, sales or transfers in the ordinary course of its business and consistent with its past practices to Persons other than the Stockholders and their Immediate Family Members and Affiliates; (vii) any cancellation, or agreement to cancel, any Indebtedness, obligation or other liability owing to it, including any Indebtedness, obligation or other liability of any Stockholder or any Related Person or Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, if all those adjustments are included in the Supplemental Information provided USC pursuant to Section 4.07; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any Person to the transfer and assignment of any such assets, property or rights; (ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of its business consistent with its past practices; -21-

(x) any waiver of any of its rights or claims that singly is or in the aggregate are Material to the Acquired Business; (xi) any transaction by it outside the ordinary course of its business or not consistent with its past practices; (xii) any incurrence by it of any Indebtedness (other than Indebtedness, if any, that Section 4.03 permits to be paid as Restricted Payments) or any Guaranty not constituting its Indebtedness, or any Company Commitment to incur any Indebtedness or any such Guaranty; (xiii) any investment in the Capital Stock, Derivative Securities or Indebtedness of any Person other than a Permitted Investment; (xiv) except in accordance with the consolidated capital expenditure budget of the Acquired Business for the Company's current fiscal year, any capital expenditure or series of related capital expenditures by the Acquired Business in excess of $25,000, or commitments by the Acquired Business to make capital expenditures totaling in excess of $25,000; (xv) any prepayment of any Indebtedness, obligation or other liability owing by it to any Person which this Agreement contemplates the Stockholders, or any one or more of them, will assume prior to the Effective Time; (xvi) any change in the terms of payment by its customers for any services it performs or products it sells the effect of which is to enable the Acquired Business to recognize revenues in its statement of operations for any period ending on or before the date of the Final Balance Sheet which, but for that change, the Acquired Business would not so recognize before a period beginning after the date of the Final Balance Sheet; or (xvii) any cancellation or termination of a Material Agreement of the Acquired Business. Section 2.32 BANK RELATIONS; POWERS OF ATTORNEY. Schedule 2.32 sets forth: (i) the name of each financial institution in which any Entity the Acquired Business includes has borrowing or investment arrangements, deposit or checking accounts or safe deposit boxes; (ii) the types of those arrangements and accounts, including, as applicable, names in which accounts or boxes are held, the account or box numbers and the name of each Person authorized to draw thereon or have access thereto; and -22-

(iii) the name of each Person holding a general or special power of attorney from any Entity the Acquired Business includes and a description of the terms of each such power. ARTICLE III REPRESENTATIONS AND WARRANTIES OF USC USC represents and warrants to, and agrees with, the Company and each Stockholder that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be on the Closing Date and immediately prior to the Effective Time, true and correct: Section 3.01 ORGANIZATION; POWER. Each of USC and USC Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of USC and USC Sub has all requisite corporate power and authority under the laws of the State of Delaware and its Charter Documents to own or lease and to operate its properties presently and following the Effective Time and to carry on its business as now conducted and as proposed to be conducted following the Effective Time. Section 3.02 AUTHORIZATION; ENFORCEABILITY; ABSENCE OF CONFLICTS; REQUIRED CONSENTS. (a) The execution, delivery and performance by each of USC and USC Sub of this Agreement and each other Transaction Document to which it is a party, and the effectuation of the Acquisition and the other transactions contemplated hereby and thereby, are within its corporate power under its Charter Documents and the applicable Governmental Requirements of the State of Delaware and have been duly authorized by all proceedings, including actions permitted to be taken in lieu of proceedings, required under its Charter Documents and the applicable Governmental Requirements of the State of Delaware. (b) This Agreement has been, and each of the other Transaction Documents to which either of USC or USC Sub is a party, when executed and delivered by the parties thereto, will have been, duly executed and delivered by it and is, or when so executed and delivered will be, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or any applicable law that limits rights to indemnification and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance in accordance with their respective terms by each of USC and USC Sub of the Transaction Documents to which it is a party have not and will not (i) violate, breach or constitute a default under (A) the Charter Documents of USC or USC Sub, (B) any Governmental Requirement applicable to USC or USC Sub or (C) any Material Agreement of USC or USC Sub, (ii) result in the acceleration or mandatory prepayment of any Indebtedness, or any Guaranty not constituting Indebtedness, of USC or USC Sub or afford any -23-

holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require USC or USC Sub to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of USC or USC Sub (or upon any revenues, income or profits of either USC or USC Sub therefrom), other than (A) Liens that may secure Indebtedness of USC to its commercial lenders and (B) negative pledge covenants of USC respecting its assets, or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by USC or USC Sub at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under each applicable Environmental Law and Industry Law. (d) Except for (i) the filing of the Certificates of Merger, if any, with the applicable Governmental Authorities , (ii) filings of the Registration Statement under the Securities Act and the SEC order declaring the Registration Statement effective under the Securities Act and (iii) as may be required by the HSR Act or the applicable state securities or blue sky laws, no Governmental Approvals are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by USC or USC Sub for the execution, delivery or performance by USC or USC Sub of the Transaction Documents to which it is a party, the enforcement against USC or USC Sub, as the case may be, of its obligations thereunder or the effectuation of the Acquisition and the other transactions contemplated thereby. Section 3.03 CHARTER DOCUMENTS. USC has delivered to the Company true, complete and correct copies of the Charter Documents of USC No breach or violation of any Charter Document of USC has occurred and is continuing. Section 3.04 CAPITAL STOCK OF USC AND USC SUB. (a) Immediately prior to the Effective Time, (i) the authorized Capital Stock of USC will be comprised of (A) 40,000,000 shares of USC Common Stock, (B) one share of class A stock, par value $.001 per share, and (C) 5,000,000 shares of preferred stock, par value $.001 per share, (ii) before giving effect to the Merger and the merger or other acquisition transactions the Other Agreements contemplate, (A) the number of shares of USC Common Stock then issued and outstanding will be as set forth in the Registration Statement when it becomes effective under the Securities Act, (B) no shares of the USC preferred stock then will be issued or outstanding and (C) USC will have reserved for issuance pursuant to compensation plans or the exercise of Derivative Securities the number of shares of USC Common Stock set forth in the Registration Statement when it becomes effective under the Securities Act. (b) The authorized Capital Stock of USC Sub is comprised of 1,000 shares of USC Sub Common Stock, all of which shares are issued, outstanding and owned, of record and beneficially, by USC free and clear of all Liens, except for any liens USC may grant in favor of its lenders in connection with its financing arrangements. No Derivative Securities of USC Sub exist. -24-

(c) All shares of USC Common Stock and USC Sub Common Stock outstanding immediately prior to the Effective Time, and all shares of USC Common Stock to be issued pursuant to Paragraph 2, when issued, (i) will have been duly authorized and validly issued in accordance with the general corporation laws of the State of Delaware and the issuer's Charter Documents and (ii) will be fully paid and nonassessable. None of the shares of USC Common Stock to be issued pursuant to Paragraph 2 will, when issued, have been issued in breach or violation of (i) any applicable statutory or contractual preemptive rights, or any other rights of any kind (including any rights of first offer or refusal), of any Person or (ii) the terms of any of its Derivative Securities then outstanding. Section 3.05 SUBSIDIARIES. Immediately prior to the Closing Date, (i) USC will have no Subsidiaries other than those Exhibit 21 to the Registration Statement lists, (ii) USC Sub will have no Subsidiaries and (iii) neither USC nor USC Sub will own, of record or beneficially, directly or indirectly through any Person or otherwise (except pursuant hereto or to the Other Agreements), any Capital Stock or Derivative Securities of any Entity not described in this Section 3.05 as a Subsidiary of USC (in the case of USC) or any Entity (in the case of USC Sub). Section 3.06 COMPLIANCE WITH LAWS; NO LITIGATION. Each of USC and USC Sub is in compliance with all Governmental Requirements applicable to it, and no Litigation is pending or, to the knowledge of USC, threatened to which USC or USC Sub is or may become a party which (i) questions or involves the validity or enforceability of any obligation of USC or USC Sub under any Transaction Document, (ii) seeks (or reasonably may be expected to seek) (A) to prevent or delay consummation by USC or USC Sub of the transactions contemplated by this Agreement to be consummated by USC or USC Sub, as the case may be, or (B) damages from USC or USC Sub in connection with any such consummation. Section 3.07 CONDUCT OF OPERATIONS TO DATE; ABSENCE OF UNDISCLOSED LIABILITIES. Except for its activities in connection with the proposed acquisitions of the Founding Companies and other acquisition candidates and the IPO, USC has conducted no significant operations during the period from its inception to the date of this Agreement, and, except for expenses it has incurred in connection with those activities, as of the date of this Agreement USC has no material liabilities that the Private Placement Memorandum does not disclose. Section 3.08 CAPITALIZATION OF USC. The authorized and outstanding Capital Stock of USC as of the date of this Agreement is as set forth in the Private Placement Memorandum. Except as the Private Placement Memorandum discloses, there will be no outstanding Capital Stock of USC, and no options, warrants or other rights to acquire Capital Stock of USC, outstanding as of the IPO Closing Date. Section 3.09 NO BROKERS. Except as the Private Placement Memorandum sets forth, USC has not, directly or indirectly, in connection with this Agreement or the transactions contemplated hereby (i) employed any broker, finder or agent or (ii) agreed to pay or incurred any -25-

obligation to pay any broker's or finder's fee, any sales commission or any similar form of compensation. Section 3.10 PRIVATE PLACEMENT MEMORANDUM. At the date hereof the Private Placement Memorandum (other than the historical financial statements and the notes thereto of the Company and the historical information it contains respecting the Acquired Business and the Stockholders, to which this Section 3.10 does not apply) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements it does contain not materially misleading in the light of the circumstances under which those statements were made. ARTICLE IV COVENANTS EXTENDING TO THE EFFECTIVE TIME Section 4.01 ACCESS AND COOPERATION; DUE DILIGENCE. (a) From the date hereof and until the Effective Time, the Company will (i) afford to the Representatives of USC and each Other Founding Company reasonable access, during normal business hours and with reasonable prior notice, to all the key employees, sites, properties, books and records of each of the Company and the Company Subsidiaries, provided that such access does not unreasonably interfere with the Company's business and operations, (ii) provide USC with such additional financial and operating data and other information relating to the business and properties of each of the Company and the Company Subsidiaries as USC or any Other Founding Company may from time to time reasonably request and (iii) cooperate with USC and each Other Founding Company and their respective Representatives in the preparation of any documents or other material that may be required in connection with any Transaction Documents or any Other Transaction Documents. Each Stockholder and the Company will treat, and will cause the Company's Representatives to treat, all Confidential Information obtained by them in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to each Other Founding Company as confidential in accordance with the provisions of Section 10.01. USC will cause each Other Founding Company to enter into a provision substantially identical to this Section 4.01 in order to require each Other Founding Company and its owners and Representatives to keep confidential any Confidential Information respecting any of the Company and the Company Subsidiaries that Other Founding Company or any of its Representatives obtains. Prior to the Effective Time, USC and the Other Founding Companies may provide Confidential Information respecting the Company and the Company Subsidiaries to (i) the Other Founding Companies and prospective Other Founding Companies and their respective Representatives, (ii) USC's actual and prospective financing sources and their respective Representatives, (iii) the Underwriter and its Representatives, (iv) prospective investors in the IPO, (v) USC's prospective insurance brokers and software or other information technology vendors and (vi) USC's Representatives, but otherwise will keep that Confidential Information confidential in accordance with the provisions of Section 10.01. (b) Each of the Company and the Stockholders will use its commercially reasonable best efforts to secure, as soon as practicable after the date hereof, all approvals or -26-

consents of third Persons as may be necessary to enable them to consummate the transactions contemplated hereby. USC will use its best efforts to secure, as soon as practicable after the date hereof, all approvals or consents of third Persons as may be necessary to enable USC and USC Sub to consummate the transactions contemplated hereby. (c) From the date hereof and until the Effective Time, USC will (i) afford to the Representatives of the Company and the Stockholders access to all sites, properties, books and records of USC and USC Sub, (ii) provide the Company with such additional financial and operating data and other information relating to the business and properties of USC and USC Sub as the Company or any Stockholder may from time to time reasonably request and (iii) cooperate with the Company and the Stockholders and their respective Representatives in the preparation of any documents or other material which may be required in connection with any Transaction Documents. (d) If this Agreement is terminated pursuant to Section 11.01, USC promptly will (i) return all written Confidential Information of the Company it and USC Sub then possess to the Company and (ii) use commercially reasonable efforts to facilitate the return to the Company of all Confidential Information of the Company that USC or any of its Representatives has provided to any Other Founding Company. Section 4.02 CONDUCT OF BUSINESS PENDING THE EFFECTIVE TIME. From the date hereof and until the Effective Time, the Company will, and will cause each Company Subsidiary to, except as and only to the extent set forth in Schedule 4.02: (i) carry on its businesses in substantially the same manner as it has heretofore and not introduce any new methods of management, operation or accounting that in the aggregate are Material to the Acquired Business; (ii) maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform all its obligations under agreements relating to or affecting its assets, properties and other rights; (iv) keep in full force and effect without interruption all its present insurance policies or other comparable insurance coverage; (v) use reasonable commercial efforts to (A) maintain and preserve its business organization intact, (B) retain its present employees and (C) maintain its relationships with suppliers, customers and others having business relations with it; (vi) comply with all applicable Governmental Requirements that in the aggregate are Material to the Acquired Business; and -27-

(vii) except as this Agreement requires or expressly permits, maintain the instruments and agreements governing its outstanding Indebtedness and leases on their present terms and not enter into new or amended Indebtedness or lease instruments or agreements involving amounts over $10,000 in any single case or $100,000 in the aggregate, without the prior written consent of USC (which consent will not be unreasonably withheld). Section 4.03 PROHIBITED ACTIVITIES. From the date hereof and until the Effective Time, without the prior written consent of USC or unless as this Agreement requires or expressly permits, the Company will not, and will not permit any Company Subsidiary to, except as and only to the extent Schedule 4.03 sets forth: (i) make any change in its Charter Documents; (ii) issue any of its Capital Stock or issue or otherwise create any of its Derivative Securities; (iii) make any Restricted Payment; (iv) make any investments (other than Permitted Investments) in the Capital Stock, Derivative Securities or Indebtedness of any Person; (v) enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures in a single transaction or a series of related transactions involving an aggregate amount of more than $10,000 otherwise than in the ordinary course of its business and consistent with its past practice; (vi) increase or commit or promise to increase the Cash Compensation payable or to become payable to any officer, director, stockholder, employee or agent, consultant or independent contractor of any of the Company and the Company Subsidiaries or make any discretionary bonus or management fee payment to any such Person, except bonuses or salary increases to employees (other than the Stockholders or their Immediate Family Members) at the times and in the amounts consistent with its past practice; (vii) create, assume or permit to be created or imposed any Liens (other than Permitted Liens) upon any of its assets or properties, whether now owned or hereafter acquired, except for purchase money Liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $10,000 and necessary or desirable for the conduct of the business of any of the Company and the Company Subsidiaries; (viii) (A) adopt, establish, amend or terminate any ERISA Employee Benefit Plan, or any Other Compensation Plan or Employee Policies and Procedures or (B) take any discretionary action, or omit to take any contractually required action, if that action or -28-

omission could either (1) deplete the assets of any ERISA Employee Benefit Plan or any Other Compensation Plan or (2) increase the liabilities or obligations under any such plan; (ix) sell, assign, lease or otherwise transfer or dispose of any of its owned or leased property or equipment otherwise than in the ordinary course of its business and consistent with its past practice; (x) negotiate for the acquisition of any business or the start-up of any new business; (xi) merge, consolidate or effect a share exchange with, or agree to merge, consolidate or effect a share exchange with, any other Entity; (xii) waive any of its rights or claims that in the aggregate are Material to the Acquired Business, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, but such adjustments will not be deemed to be included in Schedule 4.03 unless the Supplemental Information lists them; (xiii) commit breaches that in the aggregate are Material to the Acquired Business or amend or terminate any Material Agreement of the Acquired Business or any of its Governmental Approvals; or (xiv) enter into any other transaction (i) outside the ordinary course of its business and consistent with its past practice or (ii) prohibited hereby. Section 4.04 NO SHOP. Each of the Company and the Stockholders agrees that, from the date hereof and until the first to occur of the Effective Time or the termination of this Agreement in accordance with Article XI, neither the Company nor any Stockholder, nor any of their respective officers and directors will, and the Company and each Stockholder will direct and use their reasonable best efforts to cause each of their respective Representatives not to, initiate, solicit, encourage or respond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being an "Acquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Acquired Business, any Other Founding Company or USC to, or have any discussions with, any Person relating to an Acquisition Proposal or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 4.04 of the obligations undertaken in this Section 4.04; and (ii) notify USC -29-

immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder. Section 4.05 NOTICE TO BARGAINING AGENTS. Prior to the Closing Date, the Company will (i) satisfy any requirement for notice of the transactions contemplated by this Agreement under applicable collective bargaining agreements and (ii) provide USC with proof that any required notice has been sent. Section 4.06 NOTIFICATION OF CERTAIN MATTERS. The Stockholders and the Company will give prompt notice to USC of (i) the existence or occurrence of each condition or state of facts of which any of them become aware that will or reasonably could be expected to cause any representation or warranty of the Company or any Stockholder contained herein to be untrue or incorrect in any material respect at or prior to the Closing or on the IPO Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by that Person hereunder. USC will give prompt notice to the Company of (i) the existence or occurrence of each condition or state of facts of which USC becomes aware that will or reasonably could be expected to cause any representation or warranty of USC or USC Sub contained herein to be untrue or inaccurate at or prior to the Closing or on the IPO Closing Date and (ii) any material failure of USC or USC Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 4.06 will not be deemed to (i) modify the representations or warranties herein of the party delivering that notice, or any other party, which modification may be made only pursuant to Section 4.07, (ii) modify the conditions set forth or referred to in Article V or (iii) limit or otherwise affect the remedies available hereunder to the party receiving that notice. Section 4.07 SUPPLEMENTAL INFORMATION. Each of the Company and the Stockholders agrees that, with respect to the representations and warranties of that party contained in this Agreement, that party will have the continuing obligation (except to the extent Section 4.03 or 4.06 otherwise provides) until the Closing to provide USC promptly with such additional supplemental Information (collectively, the "Supplemental Information"), in the form of (i) amendments to then existing Schedules or (ii) additional Schedules, as would be necessary, in the light of the circumstances, conditions, events and states of facts then known to the Company or any Stockholder, to make each of those representations and warranties true and correct as of the Closing and on the IPO Closing Date. For purposes only of determining whether the conditions to the obligations of USC and USC Sub which are specified in Section 5.03 have been satisfied, the Schedules as of the Closing Date will be deemed to be the Schedules as of the date hereof as amended or supplemented by the Supplemental Information provided to USC prior to the Closing pursuant to this Section 4.07; provided, however, that if the Supplemental Information so provided discloses the existence of circumstances, conditions, events or states of facts which, in any combination thereof, (i) have had a Material Adverse Effect that was not reflected in the determination of the Ceiling Amount or, in the sole judgment of USC (which will be conclusive for -30-

purposes of this Section 4.07 and Article XI, but not for any purpose of Section 6.05 or Article VII), (ii) are having or will have a Material Adverse Effect, USC will be entitled to terminate this Agreement pursuant to Section 11.01(iv); and provided, further, that if USC is entitled to terminate this Agreement pursuant to Section 11.01(iv), but elects not to do so, it will be entitled to treat as USC Indemnified Losses or USC Unindemnified Losses (which treatment will not prejudice the right of any Stockholder under Section 6.05 or Article VII, as applicable, to contest Damage Claims made by USC in respect of those USC Indemnified Losses or USC Unindemnified Losses), as applicable, all Damages to the Acquired Business which are attributable to the circumstances, conditions, events and states of facts first disclosed herein after the date hereof in the Supplemental Information. USC will provide the Company with copies of the Registration Statement, including all pre-effective amendments thereto, promptly after the filing thereof with the SEC under the Securities Act. Section 4.08 COOPERATION IN CONNECTION WITH THE IPO. The Company and the Stockholders will (i) provide USC, the Underwriter and their respective Representatives with all the Information concerning the Company or any of the Stockholders which is reasonably requested by USC, the Underwriter or their respective Representatives from time to time in connection with effecting the IPO and (ii) cooperate with USC and the Underwriter and their respective Representatives in the preparation and amendment of the Registration Statement (including the Financial Statements) and in responding to the comments of the SEC staff, if any, with respect thereto. The Company and each Stockholder agree promptly to (i) advise USC and their legal counsel if, at any time during the period in which a prospectus relating to the IPO is required to be delivered under the Securities Act, any information contained in the then current Registration Statement prospectus concerning the Company or the Stockholders becomes incorrect or incomplete in any material respect and (ii) provide USC and their legal counsel with the information needed to correct or complete that information. Prior to the time the Registration Statement or any post-effective amendment thereto becomes effective under the Securities Act, USC will provide an opportunity to review and comment with respect to that document to one counsel selected by a majority in number of the Founding Companies and reasonably satisfactory to USC. Section 4.09 ADDITIONAL FINANCIAL STATEMENTS. The Company will furnish to USC: (i) as soon as available and in any event within 30 days after the end of each of the Company's fiscal quarters which ends prior to the IPO Pricing Date, an unaudited balance sheet of the Acquired Business as of the end of that fiscal quarter and the related statements of income or operations, cash flows and stockholders' or other owners' equity for that fiscal quarter and for the period of the Acquired Business' fiscal year ended with that quarter, in each case (A) setting forth in comparative form the figures for the corresponding portion of the Acquired Business' previous fiscal year and (B) prepared on the same combined, consolidated or other basis on which the Initial Financial Statements were prepared in accordance with GAAP applied on basis consistent (1) throughout the periods indicated (excepting footnotes) and (2) with the basis on which the Initial Financial Statements including the Current Balance Sheet were prepared; and -31-

(ii) if requested by USC in connection with any amendment of the Registration Statement and promptly following any such request, such summary combined, consolidated or other operating or other financial information of the Acquired Business as of the end of either the first or second fiscal month in any of the Acquired Business' fiscal quarters as USC may request. Section 4.10 TERMINATION OF PLANS. If requested by USC, the Company will, or will cause the applicable Company Subsidiary to, if permitted by all applicable Governmental Requirements to do so, terminate each Plan Schedule 2.27 identifies as a "Plan To Be Terminated" prior to the Effective Time. Section 4.11 DISPOSITION OF UNWANTED ASSETS. At or prior to the Closing, the Company will make all arrangements and take all such actions as are necessary and satisfactory to USC to dispose, prior to the Effective Time, of those assets of it or of one or more of the Company Subsidiaries which Schedule 4.11 lists as unwanted assets. Section 4.12 HSR ACT MATTERS. If USC determines that filings pursuant to and under the HSR Act are necessary or appropriate in connection with the effectuation of the Acquisition or the consummation of the acquisitions contemplated by the Other Agreements, and advises the Company in writing of that determination, the Company promptly will compile and file (or will cause its "ultimate parent entity" (as determined for purposes of the HSR Act) to file) under the HSR Act such information respecting it as the HSR Act requires of an Entity to be acquired, and the expiration or termination of the applicable waiting period and any extension thereof under the HSR Act will be deemed a condition precedent Section 5.01(b) sets forth. USC will assist the Company in its preparation of that information, if any. ARTICLE V THE CLOSING AND CONDITIONS TO CLOSING AND CONSUMMATION Section 5.01 CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. (a) The obligation of each party hereto to take the actions contemplated to be taken by that party at the Closing is subject to the satisfaction on or before the Closing Date, or written waiver pursuant to Section 10.04, of each of the following conditions: (i) NO LITIGATION. No Litigation shall be pending on the Closing Date to restrain, prohibit or otherwise interfere with, or to obtain material damages or other relief from USC, any Subsidiary of USC, the Company or any Company Subsidiary in connection with, the consummation of the Acquisition or the IPO; (ii) GOVERNMENTAL APPROVALS. All Governmental Approvals (other than the acceptance for filing of the Certificates of Merger) required to be obtained by any of the -32-

Company, USC and USC Sub in connection with the consummation of the Acquisition and the IPO shall have been obtained; and (iii) THE REGISTRATION STATEMENT. (A) The Registration Statement, as amended to cover the offering, issuance and sale by USC of such number of shares of USC Common Stock at the IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to USC from that sale (net of the Underwriter's discount or commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the funds, if any, available from other sources (if any, and as set forth in the Registration Statement when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable USC to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Acquisition Consideration then to be delivered pursuant to Paragraph 2, (2) the total cash portion of the acquisition consideration then to be delivered pursuant to the Other Agreements as a result of the consummation of the acquisition transactions contemplated thereby and (3) the total amount of Indebtedness of the Founding Companies and USC which the Registration Statement discloses at the time it becomes effective under the Securities Act will be repaid with proceeds received by USC from the IPO and the Other Financing Sources, shall have been declared effective under the Securities Act by the SEC; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and the SEC shall not have initiated or threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from USC on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of USC Common Stock covered by the Registration Statement as, when multiplied by the price per share of USC Common Stock to be paid by the Underwriter to USC pursuant to the Underwriting Agreement, equals at least the Minimum Cash Amount. (b) The obligation of each party hereto with respect to the actions to be taken on the IPO Closing Date is subject to the satisfaction on that date of each of the following conditions: (i) NO LITIGATION. No Litigation shall be pending on the IPO Closing Date to restrain, prohibit or otherwise interfere with, or to obtain material damages or other relief from USC or any Subsidiary of USC in connection with, the consummation of the Acquisition or the IPO; (ii) GOVERNMENTAL APPROVALS. All Governmental Approvals required to be obtained by the Company, USC and USC Sub in connection with the consummation of the Acquisition and the IPO shall have been obtained; and (iii) CLOSING OF THE IPO. USC shall have issued and sold shares of USC Common Stock to the Underwriter in accordance with the Underwriting Agreement for initial resale -33-

at the IPO Price and received payment therefor in an amount at least equal to the amount by which (A) the Minimum Cash Amount exceeds (B) the aggregate amount of funds actually received on the IPO Closing Date, if any, from any one or more of the Other Financing Sources. Section 5.02 CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS. (a) The obligations of the Company and each Stockholder with respect to actions to be taken by them at or before the Closing are subject to the satisfaction on or before the Closing Date, or the written waiver by the Company on behalf of itself and each Stockholder pursuant to Section 10.04, of (i) all the conditions Paragraph 5 and Section 5.01(a) set forth and (ii) all the following conditions: (A) REPRESENTATIONS AND WARRANTIES. All the representations and warranties of USC in this Agreement shall be true and correct as of the Closing as though made at that time; (B) PERFORMANCE OF COVENANTS. USC and USC Sub shall have complied with all their respective covenants in Article IV; (C) DELIVERY OF DOCUMENTS. USC shall have delivered to the Company, with copies for each Stockholder: (1) a USC officer's certificate respecting the representations and warranties of USC in this Agreement and compliance with the covenants of USC and USC Sub in Article IV and in the form thereof attached as an exhibit to the Closing Memorandum; (2) an opinion dated the Closing Date and addressed to the Company and the Stockholders from Counsel for USC and USC Sub substantially in the form thereof attached as an exhibit to the Closing Memorandum; (3) a certificate of the secretary or any assistant secretary of USC in the form thereof (without attachments thereto) attached as an exhibit to the Closing Memorandum and respecting, and to which is attached: (a) the Charter Documents of each of USC and USC Sub (certified by the Secretary of State of the State of Delaware in the case of its certificate of incorporation included therein); (b) the resolutions of the boards of directors of USC and USC Sub respecting the Transaction Documents and the transactions contemplated thereby; (c) a certificate respecting the incumbency and true signatures of the USC and USC Sub officers who execute the Transaction Documents on behalf of USC and USC Sub, respectively; and (d) a specimen certificate evidencing shares of USC Common Stock; (4) the Registration Rights Agreement duly executed and delivered by USC; and -34-

(5) for USC, a certificate, dated as of a Current Date, duly issued by the appropriate Governmental Authorities in the State of Delaware showing it to be in existence or good standing and authorized to do business in that State; and (D) INCENTIVE PLAN. The Incentive Plan the Private Placement Memorandum describes shall be in full force and effect. (b) The obligations of the Company and each Stockholder with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction on that date of (i) all the conditions Section 5.01(b) sets forth, (ii) the condition that all the representations and warranties of USC in this Agreement shall be true and correct as of the IPO Closing Date as though made on that date, (iii) the condition that USC and USC Sub shall have complied with all their respective covenants in Article IV, (iv) the condition Section 5.02(a)(ii)(D) sets forth, (v) the condition that USC shall have delivered to the Company and each Stockholder a copy of (A) an opinion from Counsel for USC and USC Sub dated the IPO Closing Date and addressed to USC and providing the Stockholders may rely thereon, respecting Section 351 of the Code and substantially in the form thereof attached as an exhibit to the Closing Memorandum, and (B) a certificate of USC in substantially the form thereof attached to the form of opinion to which subclause (A) of this clause (v) refers and (vi) all the conditions Paragraph 5 sets forth, if any. Section 5.03 CONDITIONS TO THE OBLIGATIONS OF USC AND USC SUB. (a) The obligations of USC and USC Sub with respect to actions to be taken by them at or before the Closing are subject to the satisfaction on or before the Closing Date, or the written waiver by USC pursuant to Section 10.04, of (i) all the conditions Paragraph 5 and Section 5.01(a) set forth and (ii) all the following conditions: (A) REPRESENTATIONS AND WARRANTIES. All the representations and warranties of the Stockholders and the Company in this Agreement shall be true and correct as of the Closing as though made at that time; (B) PERFORMANCE OF COVENANTS. The Company and the Stockholders shall have complied with all their respective covenants in Article IV; (C) DELIVERY OF DOCUMENTS. The Stockholders and the Company shall have delivered to USC: (1) a Company officer's certificate, signed by a Responsible Officer, respecting the representations and warranties of the Stockholders and the Company in this Agreement and compliance with the covenants of the Stockholders and the Company in Article IV and in the form thereof attached as an exhibit to the Closing Memorandum; -35-

(2) an opinion dated the Closing Date and addressed to USC from Counsel for the Company and the Stockholders substantially in the form thereof attached as an exhibit to the Closing Memorandum; (3) a certificate of the secretary or any assistant secretary of the Company in the form thereof (without attachments thereto) attached as an exhibit to the Closing Memorandum and respecting, and to which is attached, (a) the Charter Documents of the Company; (b) the resolutions of the board of directors of the Company respecting the Transaction Documents and the transactions contemplated thereby; and (c) a certificate respecting the incumbency and true signatures of the Responsible Officers who execute the Transaction Documents on behalf of the Company; (4) from each Stockholder, a certificate to the effect that no withholding is required under Section 1445 of the Code and in the form thereof attached as an exhibit to the Closing Memorandum, with the blanks appropriately filled, duly executed and delivered by that Stockholder; (5) From each officer and director of the Company and each Company Subsidiary, if any, a notice of resignation in the form thereof attached as an exhibit to the Closing Memorandum; and (6) for each of the Company and the Company Subsidiaries, a certificate, dated as of a Current Date, duly issued by the appropriate Governmental Authorities in its Organization State and, in each other jurisdiction Schedule 2.02 lists for it, showing it to be in good standing and authorized to do business in its Organization State and those other jurisdictions and that all state franchise and/or income tax returns and taxes due by it in its Organization State and those other jurisdictions for all periods prior to the Closing have been filed and paid. (b) The obligations of USC and USC Sub with respect to the actions to be taken on the IPO Closing Date are subject to the satisfaction on that date of (i) all the conditions Section 5.01(b) sets forth, (ii) the condition that all the representations and warranties of the Stockholders and the Company in this Agreement shall be true and correct as of the IPO Closing Date as though made on that date, (iii) the condition that the Company and the Stockholders shall have complied with all their respective covenants in Article IV and (iv) the conditions Paragraph 5 sets forth, if any. ARTICLE VI COVENANTS FOLLOWING THE EFFECTIVE TIME Section 6.01 DISCLOSURE. If, subsequent to the IPO Pricing Date and prior to the 25th day after the date of the Final Prospectus, any Stockholder becomes aware of any fact or -36-

circumstance which would change (or, if after the Effective Time, would have changed) in any material respect a representation or warranty of the Company or any Stockholder in this Agreement or would affect any document delivered pursuant hereto in any material respect, that Stockholder will promptly give notice of that fact or circumstance to USC. Section 6.02 PREPARATION AND FILING OF TAX RETURNS. After the Effective Time, each party hereto will, and will cause its Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Subject to the last sentence of this Section 6.02, this cooperation will be at the expense of the requesting party. This cooperation and information shall include providing copies of all relevant portions of the relevant Returns, together with such accompanying schedules and work papers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and Tax bases of property as are relevant which a party possesses. Each party will make its employees, if any, reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement will bear all costs attributable to the preparation and filing of those Returns. USC will not, directly or indirectly, take any action after the Effective Time that would disqualify the Merger as an exchange under Section 351 of the Code. Section 6.03 DIRECTORS. Effective on the IPO Closing Date, USC will cause such corporate proceedings as on its part will be necessary to cause each of the persons who are named in the Private Placement Memorandum as persons who will become members of the board of directors of USC following the Effective Time (other than any such person who, after the date of the Private Placement Memorandum, declines to become a member of that board) to be initially appointed to that board when the Private Placement Memorandum so provides. Section 6.04 REMOVAL OF GUARANTIES. USC will use its reasonable efforts to ensure that, within 90 days after the Effective Time, either (i) the Stockholder Guaranties, if any, Schedule 6.04 lists are terminated or (ii) the Indebtedness to which those Guaranties relate is retired; provided, however, that if USC is unable to effect the termination of any of those Guaranties or the retirement of any of that Indebtedness, USC will indemnify and hold harmless each Stockholder from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys' fees) that Stockholder may sustain, suffer or incur and result from or arise out of or relate to that Guaranty or that Indebtedness, as the case may be. Section 6.05 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. (a) Notwithstanding any investigation at any time made by or on behalf of any party hereto, the representations and warranties set forth in Articles I, II and III and in any certificate delivered in connection herewith with respect to any of those representations and warranties will survive the closing and the Effective Time until the day that is two years from the Effective Time, whereupon they will terminate and expire, except as follows: (i) the representations and warranties of the Stockholders which relate expressly or by -37-

necessary implication to Taxes, ERISA or the Governmental Requirements referred to in clause (iii) of Section 7.02(a) will survive until the expiration of the applicable statutes of limitations (including all periods of extension and tolling); (ii) the representations and warranties of the Stockholders which relate expressly or by necessary implication to the environment or Environmental Laws will survive for a period of four years from the Effective Time; and (iii) the representations and warranties of the Company will terminate and expire at the Effective Time. (b) After a representation and warranty has expired, as Section 6.05(a) provides, no Damage Claim constituting a USC Indemnified Loss will or may be made or prosecuted through Litigation or otherwise by any Person who would have been entitled to Damages on the basis of that representation and warranty prior to its termination and expiration, provided that: (i) the amount of that claim, if against any Stockholder, will be taken into account in determining whether the aggregate amount of all claims against that Stockholder has exceeded that Stockholder's Pro Rata Share of the Threshold Amount for purposes of Section 6.06; and (ii) in the case of each representation and warranty that will terminate and expire as this Section 6.05 provides, no Damage Claim presented in writing for Damages to the Person or Persons from which or whom those damages are sought on the basis of that representation and warranty prior to its termination and expiration will be affected in any way by that termination and expiration. Section 6.06 LIMITATIONS ON DAMAGE CLAIMS. (a) If USC should have any Damage Claim hereunder following the Effective Time against any Stockholder which does not involve a USC Indemnified Loss (each such Damage Claim not involving a USC Indemnified Loss being an "USC Unindemnified Loss"), that Stockholder will not be liable to USC on account of that USC Unindemnified Loss unless the liability of that Stockholder in respect of that USC Unindemnified Loss, when aggregated with the liability of all Stockholders in respect of the sum of (i) all USC Unindemnified Losses and (ii) all USC Indemnified Losses under Section 7.02(a), exceeds, and only to the extent the aggregate amount of all those USC Unindemnified Losses and USC Indemnified Losses does exceed, the Threshold Amount. In no event will (i) the aggregate joint and several liability of the Stockholders under this Agreement, including Section 7.02(a), exceed the Ceiling Amount or (ii) the aggregate liability of each Stockholder under this Agreement, including Sections 7.02(a) and 7.02(b), exceed that Stockholder's Pro Rata Share of the Ceiling Amount. For purposes of determining the amount of USC Unindemnified Losses and USC Indemnified Losses, no effect will be given to any resulting Tax benefit to USC or any other USC Indemnified Party. (b) If any Stockholder should have any Damage Claim hereunder following the Effective Time against USC which does not involve a Stockholder Indemnified Loss (each such Damage Claim not involving a Stockholder Indemnified Loss being a "Stockholder Unindemnified Loss"), USC will not be liable to that Stockholder on account of that Stockholder Unindemnified Loss unless the liability of USC on account of that Stockholder Unindemnified Loss, when aggregated with the liability of USC in respect of the sum of (i) all Stockholder Unindemnified Losses for which it has become liable and (ii) all Stockholder Indemnified Losses for which it has become liable, exceeds, and only to the extent the aggregate amount of all those Stockholder Unindemnified Losses and Stockholder Indemnified Losses does exceed, the Threshold Amount. -38-

In no event will USC be liable under this Agreement, including Section 7.03, for any amount in excess of the Ceiling Amount. For purposes of determining the amount of Stockholder Unindemnified Losses and Stockholder Indemnified Losses, no effect will be given to any resulting Tax benefit to any Stockholder Indemnified Party. (c) Neither any USC Unindemnified Loss nor any Stockholder Unindemnified Loss will include any consequential, exemplary, punitive or treble damage (including any loss of earnings or profits), and USC hereby releases each Stockholder, and each Stockholder hereby releases USC, in each case to the fullest extent applicable law permits, from liability for any such excluded Damage. Section 6.07 WORKING CAPITAL ADJUSTMENT. (a) This Section 6.07 uses the following terms with the meanings it assigns to them below: "Adjustment Determination Date" means the date that is 30 days following delivery by USC of the Post-closing Statement to the Stockholders, unless the Independent Accountants determine any Computed Amount pursuant to Section 6.07(b), in which event the Adjustment Determination Date is the date the Independent Accountants deliver each determination in writing to USC. "Current Balance Sheet Date Adjusted Working Capital" means the amount by which (i) the Current Balance Sheet Date Working Capital exceeds (ii) the sum of (A) the Current Balance Sheet Excess Cash and (B) the 1998 Restricted Payment Amount. "Current Balance Sheet Excess Cash" means, as determined from the Current Balance Sheet, the amount by which (i) the total amount that is included and classified as current assets comprised of unrestricted cash and cash equivalents on that balance sheet exceeds (ii) the Minimum Cash Balance. "Computed Amount" means any of the following: (i) the Cash Balance; (ii) the Final Cash Balance; (iii) the Final Working Capital; (iv) the 1999 Permitted Restricted Payment Amount; (v) the Negative Net Adjustment; and (vi) the Positive Net Adjustment. "Final Balance Sheet" means a balance sheet of the Acquired Business as of the effective date USC uses to record the Acquisition in accordance with GAAP and which is prepared in accordance with GAAP on the same basis on which the Current Balance Sheet was prepared. "Final Cash Balance" means, as determined from the Final Balance Sheet, the total amount that is included and classified as current assets comprised of unrestricted cash and cash equivalents on that balance sheet. -39-

"Final Excess Cash" means the lesser of (i) the Current Balance Sheet Excess Cash or (ii) the amount, if any, by which the Final Cash Balance exceeds the Minimum Cash Balance. "Final Working Capital" means, as determined from the Final Balance Sheet, the amount by which (i) the sum, without duplication of amounts, of all amounts that are included and classified as current assets on that balance sheet exceeds, or is exceeded by, (ii) the sum, without duplication of amounts, of all amounts that are included and classified as liabilities or as mandatorily redeemable Capital Stock on that balance sheet; provided, that if the Independent Accountants make the determination of any Computed Amount pursuant to Section 6.07(b), the amount equal to 50% of their fees and expenses which are attributable to their audit of the Final Balance Sheet and their making of that determination will be deemed a liability of the Acquired Business for the purpose of determining its Final Working Capital; and provided, further, that if at any time those current assets are exceeded by those liabilities and that Capital Stock, Final Working Capital will be expressed as a negative amount "Negative Net Adjustment" means: (i) if the Current Balance Sheet Date Adjusted Working Capital is a positive amount, the amount, if any, by which the Current Balance Sheet Date Adjusted Working Capital exceeds the Final Working Capital; and (ii) if the Current Balance Sheet Date Adjusted Working Capital is a negative amount, the amount, if any, by which the Final Working Capital is more negative than the Current Balance Sheet Date Adjusted Working Capital. "1999 Restricted Payment Amount" means, if the Company is subject to Subchapter S of the Code, the amount equal to the amount the Company records as income for the period beginning on January 1, 1999 and ending on the day preceding the IPO Closing Date in its accumulated adjustments account in accordance with the applicable provisions of the Code. "Positive Net Adjustment" means, if the Current Balance Sheet Date Adjusted Working Capital is (i) a positive amount and the Final Working Capital is the same as or greater than that positive amount or (ii) a negative amount and the Final Working Capital is the same as or less negative than that negative amount, the lesser of the Current Balance Sheet Excess Cash or the Final Excess Cash. (b) As soon as practicable and in any event within 75 days after the Effective Date, USC will cause to be prepared in writing and delivered to the Stockholders (i) the Final Balance Sheet and (ii) a statement (the "Post-closing Statement") setting forth each Computed Amount. The Final Balance Sheet and the Post-closing Statement will be final and binding on USC and the Stockholders unless, within 30 days following the delivery of the Post-closing Statement, any Stockholder notifies USC in writing that that Stockholder does not accept as correct one or more of the Computed Amounts the Post-closing Statement sets forth. If any Stockholder timely delivers -40-

that notice respecting the Post-closing Statement, the Independent Accountants will audit the Final Balance Sheet and determine each Computed Amount from that audited balance sheet within 30 days after the delivery to USC of that notice, and these determinations will be final and binding on USC and each Stockholder. If a Negative Net Adjustment is determined with finality pursuant to this Section 6.07(b), each Stockholder will, no later than 10 Houston, Texas business days after USC makes a written request therefor, pay in cash that Stockholder's Pro Rata Share of that Negative Net Adjustment, and if a Positive Net Adjustment is determined with finality pursuant to this Section 6.07(b), USC will, no later than 10 Houston, Texas business days after that determination, pay in cash to each Stockholder that Stockholder's Pro Rata Share of that Positive Net Adjustment, together, in the case of any amount payable by the Stockholders or USC pursuant to this Section 6.07(b), with interest on that sum at 8% per annum from (and including) the Effective Date to (but excluding) the Adjustment Determination Date. ARTICLE VII INDEMNIFICATION Section 7.01 IN RESPECT OF REPRESENTATIONS AND WARRANTIES. After a representation and warranty has terminated and expired as Section 6.05 provides, no indemnification will or may be sought pursuant to this Article VII on the basis of that representation and warranty by any Person who would have been entitled pursuant to this Article VII to indemnification on the basis of that representation and warranty prior to its termination and expiration, provided that, in the case of each representation and warranty that will terminate and expire as Section 6.05 provides, no claim presented in writing for indemnification pursuant to this Article VII on the basis of that representation and warranty prior to its termination and expiration will be affected in any way by that termination and expiration. Section 7.02 INDEMNIFICATION OF USC INDEMNIFIED PARTIES. (a) Subject to the applicable provisions of Sections 7.01 and 7.06, the Stockholders covenant and agree that they, jointly and severally, will indemnify each USC Indemnified Party against, and hold each USC Indemnified Party harmless from and in respect of, all Third Party Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein (other than in Article I) or in certificates delivered in connection herewith (other than in respect of certificates relating only to the representations and warranties in Article I), (ii) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the Company under this Agreement or (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating to the Company and the Company Subsidiaries, or any of them, which is both (1) provided to USC or its counsel by the Company or the Stockholders in writing and (2) contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Company and the Company Subsidiaries, or any of them, required to be stated therein -41-

or necessary to make the statements therein not misleading, and not provided to USC or its counsel by the Company or the Stockholders in writing (each such Third Party Claim and each Third Party Claim Section 7.02(b) describes being an "USC Indemnified Loss"). (b) Each Stockholder, severally and not jointly with any other Person, covenants and agrees that he will indemnify each USC Indemnified Party against, and hold each USC Indemnified Party harmless from and in respect of, all Third Party Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of that Stockholder solely as to that Stockholder set forth in Article I or in certificates delivered by that Stockholder and relating to those representations and warranties, (ii) any nonfulfillment of any several, and not joint and several, agreement on the part of that Stockholder under this Agreement or (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating solely to that Stockholder which is both (1) provided to USC or its counsel by that Stockholder in writing and (2) contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating solely to that Stockholder required to be stated therein or necessary to make the statements therein not misleading, and not provided to USC or its counsel by that Stockholder in writing. Section 7.03 INDEMNIFICATION OF STOCKHOLDER INDEMNIFIED PARTIES. USC covenants and agrees that it will indemnify each Stockholder Indemnified Party against, and hold each Stockholder Indemnified Party harmless from and in respect of, all Third Party Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach by USC of its representations and warranties set forth herein or in its certificates delivered to the Company or the Stockholders in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of USC or USC Sub under this Agreement or (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating to USC or any Subsidiary of USC contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to USC or any Subsidiary of USC required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made (each such Third Party Claim being a "Stockholder Indemnified Loss"). Section 7.04 CONDITIONS OF INDEMNIFICATION. (a) All claims for indemnification under this Agreement shall be asserted and resolved as this Section 7.04 provides. (b) A party claiming indemnification under this Agreement (an "Indemnified Party") shall promptly (i) notify the party from whom indemnification is sought (the "Indemnifying Party") of any Third Party Claim asserted against the Indemnified Party which could give rise to a right of indemnification under this Agreement and (ii) transmit to the Indemnifying Party a written -42-

notice (a "Claim Notice") describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of damages attributable to that claim to the extent feasible (which estimate will not be conclusive of the final amount of that claim) and the basis for the Indemnified Party's request for indemnification under this Agreement. Except as Section 7.01 sets forth, the failure to promptly deliver a Claim Notice will not relieve the Indemnifying Party of its obligations to the Indemnified Party with respect to the related Third Party Claim except to the extent that the resulting delay is materially prejudicial to the defense of that claim. Within 30 days after receipt of any Claim Notice (the "Election Period"), the Indemnifying Party must notify the Indemnified Party (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VII with respect to that Third Party Claim and (ii) if the Indemnifying Party does not dispute its potential liability to the Indemnified Party with respect to that Third Party Claim, whether the Indemnifying Party desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third Party Claim. (c) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, that Third Party Claim by all appropriate proceedings, which proceedings the Indemnifying Party must prosecute diligently to a final conclusion or settle at its discretion in accordance with this Section 7.04(c), and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third Party Claim and otherwise cooperate with the Indemnifying Party in the defense of that Third Party Claim; provided, however, that the Indemnifying Party will not enter into any settlement with respect to any Third Party Claim that purports to limit the activities of, or otherwise restrict in any way, any Indemnified Party or any Affiliate of any Indemnified Party without the prior consent of that Indemnified Party (which consent may be withheld in the reasonable discretion of that Indemnified Party). The Indemnified Party is hereby authorized, at the sole cost and expense of the Indemnifying Party, to file, during the Election Period, any motion, answer or other pleadings that the Indemnified Party deems necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim the Indemnifying Party controls pursuant to this Section 7.04(c) and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party will not have the right to assume or continue the defense of that action on behalf of the Indemnified Party. (d) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article VII, (B) elects not to defend the -43-

Indemnified Party pursuant to Section 7.04(c) or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.04(c) or (ii) elects to defend the Indemnified Party pursuant to Section 7.04(c), but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third Party Claim by all appropriate proceedings, which proceedings the Indemnified Party must promptly and vigorously prosecute to a final conclusion or settlement, provided that the Indemnified Party will not enter into any such settlement without the prior consent of the Indemnifying Party (which consent may not be unreasonably withheld) (provided that the Indemnifying Party shall be deemed to have consented to that settlement if the Indemnifying Party has not objected within five Houston, Texas business days after the Indemnified Party has provided the Indemnifying Party with a written notice setting forth the proposed terms of the settlement in reasonable detail). The Indemnified Party will have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VII and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 7.04 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses of that litigation. The Indemnifying Party may participate in, but not control, any defense or settlement the Indemnified Party controls pursuant to this Section 7.04(d), and the Indemnifying Party will bear its own costs and expenses with respect to that participation. (e) Payments of all amounts owing by an Indemnifying Party pursuant to this Article VII relating to a Third Party Claim will be made within 30 days after the latest of (i) the settlement of that Third Party Claim, (ii) the expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. (f) If any Stockholder has any indemnification obligation to USC that becomes payable under Section 7.04(e) during the Restricted Period, that Stockholder may, with the written consent of USC (which shall not be unreasonably withheld) and within the payment period Section 7.04(e) prescribes, satisfy that obligation by transferring to USC such number of shares of USC Common Stock owned by that Stockholder as have an aggregate fair market value that most nearly approximates, but does not exceed, the amount of that obligation, provided that each of the following conditions is satisfied: (i) USC shall receive good, valid and marketable title to all the shares so transferred free of all Liens; -44-

(ii) that Stockholder shall have made such representations and warranties as to the title to the shares so transferred and the absence of Liens thereon as USC shall have reasonably requested; (iii) the certificate or certificates representing USC Common Stock delivered by that Stockholder in satisfaction of his obligation shall be duly endorsed in blank, or shall be accompanied by stock powers in blank duly executed, by that Stockholder and shall have all necessary transfer tax and other revenue stamps, acquired at that Stockholder's expense, affixed and cancelled; and (iv) the other terms and conditions of that transfer, including any accounting, legal or tax consequences, shall be reasonably satisfactory to USC. For purposes of this Section 7.04(f), the fair market value of a share of USC Common Stock will be the IPO Price (as adjusted, as appropriate, to give effect to each of the following effected after the IPO Closing Date: any subdivision or combination of outstanding shares of USC Common Stock, declaration by USC of a dividend payable in shares of USC Common Stock or capital reorganization or reclassification or other transaction involving an increase or reduction in the number of outstanding shares of USC Common Stock). Section 7.05 REMEDIES NOT EXCLUSIVE. The remedies this Agreement provides will not be exclusive of any other rights or remedies available to one party against any other party, either at law or in equity. Section 7.06 LIMITATIONS ON INDEMNIFICATION. (a) Notwithstanding the provisions of Section 7.02(a), no Stockholder will be required to indemnify or hold harmless any of the USC Indemnified Parties on account of any USC Indemnified Loss under Section 7.02(a) unless the liability of the Company and the Stockholders in respect of that USC Indemnified Loss, when aggregated with the liability of all Stockholders in respect of the sum of (i) all USC Unindemnified Losses and (ii) all USC Indemnified Losses under Section 7.02(a), exceeds, and only to the extent the aggregate amount of all those USC Unindemnified Losses and USC Indemnified Losses does exceed, the Threshold Amount. In no event will (i) the aggregate joint and several liability of the Stockholders under this Agreement, including Section 7.02(a), exceed the Ceiling Amount or (ii) the aggregate liability of each Stockholder under this Agreement, including Sections 7.02(a) and 7.02(b), at any time exceed the amount by which (A) that Stockholder's Pro Rata Share of the Ceiling Amount exceeds (B) that Stockholder's Accrued Tax Liability at that time. "Accrued Tax Liability" means, with respect to any Stockholder at any time, the total federal income tax liability of that Stockholder which is attributable to the capital gain income that Stockholder previously has recognized, or will recognize in the taxable period including that time, in respect of the Acquisition Consideration that Stockholder has received pursuant to Paragraph 2 and Section 6.07; provided, that the capital gain attributable to any taxable disposition of any share of USC Common Stock which that Acquisition Consideration includes will be determined for purposes of this definition as if that Stockholder had sold that share at the IPO Price (as adjusted, as appropriate, to give effect to each -45-

of the following effected after the IPO Closing Date: any subdivision or combination of outstanding shares of USC Common Stock, declaration by USC of a dividend payable in shares of USC Common Stock or capital reorganization or reclassification of outstanding shares of USC Common Stock). For purposes of determining the amount any USC Indemnified Loss, the gross amount thereof will be reduced by (i) any correlative Tax benefit the applicable USC Indemnified Party actually realizes in the Tax year in which that determination is made, as reflected in any Return that USC Indemnified Party files with respect to that year, and (ii) any correlative insurance proceeds the applicable USC Indemnified Party actually receives, net of any insurance premium (or increase in premium) that becomes due as a result of the claim that results in the payment of those proceeds. (b) Notwithstanding the provisions of Section 7.03, USC will not be required to indemnify or hold harmless any of the Stockholder Indemnified Parties on account of any Stockholder Indemnified Loss unless the liability of USC in respect of that Stockholder Indemnified Loss, when aggregated with the liability of USC in respect of the sum of (i) all Stockholder Unindemnified Losses and (ii) all Stockholder Indemnified Losses, exceeds, and only to the extent the aggregate amount of all those Stockholder Unindemnified Losses and Stockholder Indemnified Losses does exceed, the Threshold Amount. In no event will USC be liable under this Agreement, including Section 7.03, for any amount in excess of the Ceiling Amount. For purposes of determining the amount any Stockholder Indemnified Loss, the gross amount thereof will be reduced by (i) any correlative Tax benefit the applicable Stockholder Indemnified Party actually realizes in the Tax year in which that determination is made, as reflected in any Return that Stockholder Indemnified Party files with respect to that year, and (ii) any correlative insurance proceeds the applicable Stockholder Indemnified Party actually receives, net of any insurance premium (or increase in premium) that becomes due as a result of the claim that results in the payment of those proceeds. ARTICLE VIII LIMITATIONS ON COMPETITION Section 8.01 PROHIBITED ACTIVITIES. Each Stockholder agrees, severally and not jointly with any other Person, that he will not, during the period beginning on the date hereof and ending on the fifth anniversary of the IPO Closing Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other Person: (i) engage as an officer, director or in any other managerial capacity or as an owner, co-owner or other investor of or in, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, dealer or distributor of any kind, in any business selling any products or providing any services in competition with the Acquired Business, USC or any Subsidiary of USC (all these entities collectively being "USC" for purposes of this Article VIII) within any Territory surrounding any plant or other operating facility in which the Acquired Business was engaged in business on the date hereof or immediately prior to the Effective Date (for purposes of this Article VIII, the "Territory" -46-

surrounding any plant or other operating facility will be: (A) the city, town or village in which that plant or facility is located, (B) the county or parish in which that plant or facility is located, (C) the counties or parishes contiguous to the county or parish in which that plant or facility is located, (D) the area located within 50 miles of that plant or facility, (E) the area located within 100 miles of that plant or facility and (F) the area in which that plant or facility regularly provides products or services at the locations of its customers); (ii) call on or otherwise solicit any natural person who is at that time employed by USC in any managerial capacity with the purpose or intent of attracting that person from the employ of USC; (iii) call on, solicit or perform services for, either directly or indirectly, any Person that at that time is, or at any time within two years prior to that time was, a customer of USC within any Territory, (A) for the purpose of soliciting or selling any product or service in competition with USC within that Territory and (B) with the knowledge of that customer relationship; or (iv) call on or otherwise solicit any USC Acquisition Candidate, with the knowledge of that Entity's status as a USC Acquisition Candidate, for the purpose of acquiring that Entity or arranging the acquisition of that Entity by any Person other than USC. Notwithstanding the foregoing, any Stockholder may own and hold as a passive investment up to 5% of the outstanding capital stock of a competing Entity if that class of capital stock is listed on a national stock exchange or included in the Nasdaq National Market. Section 8.02 DAMAGES. Because of (i) the difficulty of measuring economic losses to USC as a result of any breach by a Stockholder of his covenants in Section 8.01 and (ii) the immediate and irreparable damage that could be caused to USC for which it would have no other adequate remedy, each Stockholder agrees that USC may enforce the provisions of Section 8.01 by injunctions and restraining orders against that Stockholder if he breaches any of those provisions. Section 8.03 REASONABLE RESTRAINT. The parties hereto each agree that Sections 8.01 and 8.02 impose a reasonable restraint on the Stockholders in light of the activities and business of USC on the date hereof, the current business plans of USC and the investment by each Stockholder in USC as a result of the Acquisition. Section 8.04 SEVERABILITY; REFORMATION. The covenants in this Article VIII are severable and separate, and the unenforceability of any specific covenant in this Article VIII is not intended by any party hereto to, and will not, affect the provisions of any other covenant in this Article VIII. If any court of competent jurisdiction determines that the scope, time or territorial restrictions Section 8.01 sets forth are unreasonable as applied to any Stockholder, the parties hereto, including that Stockholder, acknowledge their mutual intention and agreement that those restrictions -47-

be enforced to the fullest extent the court deems reasonable, and thereby will be reformed to that extent as applied to that Stockholder and any other Stockholder similarly situated. Section 8.05 INDEPENDENT COVENANT. All the covenants in this Article VIII are intended by each party hereto to, and will, be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Stockholder against USC, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by USC of any covenant in this Article VIII. It is specifically agreed that the time period Section 8.01 specifies will be computed in the case of each Stockholder by excluding from that computation any time during which that Stockholder is in violation of any provision of Section 8.01. The covenants this Article VIII contains will not be affected by any breach of any other provision hereof by any party hereto. Section 8.06 MATERIALITY. The Company and each Stockholder, severally and not jointly with any other Person, hereby agree that this Article VIII is a material and substantial part of the transactions this Agreement contemplates. ARTICLE IX ADDITIONAL DEFINITIONS AND DEFINITIONAL PROVISIONS Section 9.01 DEFINED TERMS. The following terms this Agreement uses have the meanings this Section 9.01 assigns to them. "AA Account Balance" means as of any date, if the Company is subject to the pass-through tax provisions of subchapter S of the Code for any period ending on or immediately prior to that date, the amount then recorded in the accumulated adjustments account of the Company in accordance with the applicable provisions of the Code. "Acquired Business" has the meaning Paragraph 1 specifies. "Acquisition" has the meaning Paragraph 1 specifies. "Acquisition Consideration" has the meaning Paragraph 2 specifies. "Acquisition Proposal" has the meaning Section 4.04 specifies. "Adjustment Determination Date" has the meaning Section 6.07 specifies. "Affiliate" means, as to any specified Person, any other Person that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by or is under common control with the specified Person. As used in this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the -48-

management or policies of a Person (whether through ownership of Capital Stock of that Person, by contract or otherwise). "Agreement" means this Agreement, including all attached Schedules, Annexes, Addenda and Exhibits, as each of the same may be amended, modified or supplemented from time to time pursuant to the provisions hereof or thereof. "Capital Stock" means, with respect to: (i) any corporation, any share, or any depositary receipt or other certificate representing any share, of an equity ownership interest in that corporation; and (ii) any other Entity, any share, membership or other percentage interest, unit of participation or other equivalent (however designated) of an equity interest in that Entity. "Cash Compensation" means, as applied to any employee, nonemployee director or officer of, or any natural person who performs consulting or other independent contractor services for, the Company or any Company Subsidiary, the wages, salaries, bonuses (discretionary and formula), fees and other cash compensation paid or payable by the Company and each Company Subsidiary to that employee or other natural person. "Ceiling Amount" has the meaning Paragraph 1 specifies. "Certificate of Merger" means, if USC effects the Acquisition by means of a Merger, (i) the articles or certificate of merger respecting that Merger which contains the information required by the laws of Surviving Corporation's Organization State to effect that Merger and, if the Organization State of any Entity merged into the Surviving Corporation in that Merger is not the Organization State of the Surviving Corporation, (ii) the articles or certificate of merger respecting that Merger which contains the information required by the laws of that merged Entity's Organization State to effect that Merger. "CERCLA" means the Comprehensive Environmental Response, Conservation, and Liability Act of 1980. "Charter Documents" means, with respect to any Entity at any time, in each case as amended, modified and supplemented at that time, (i) the articles or certificate of formation, incorporation or organization (or the equivalent organizational documents) of that Entity, (ii) the bylaws or limited liability company agreement or regulations (or the equivalent governing documents) of that Entity and (iii) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of that Entity's Capital Stock or of any rights in respect of that Entity's Capital Stock. "Claim Notice" has the meaning Section 7.04 specifies. "Closing" has the meaning Paragraph 3 specifies. -49-

"Closing Date" has the meaning Paragraph 1 specifies. "Closing Memorandum" means the closing memorandum attached as an Exhibit to this Agreement. "Code" means the Internal Revenue Code of 1986. "Company" has the meaning Paragraph 1 specifies. "Company Capital Stock" has the meaning Paragraph 1 specifies. "Combined Companies" has the meaning Paragraph 1 specifies. "Company Commitment" has the meaning Section 2.23 specifies. "Company ERISA Benefit Plan" has the meaning Section 2.27 specifies. "Company ERISA Pension Plan" has the meaning Section 2.27 specifies. "Company Subsidiary" means at any time any Entity that is a Subsidiary of the Company at that time. "Confidential Information" means, with respect to any Person, all trade secrets and other confidential, nonpublic and/or proprietary information of that Person, including information derived from reports, investigations, research, work in progress, codes, marketing and sales programs, capital expenditure projects, cost summaries, pricing formulae, contract analyses, financial information, projections, confidential filings with any Governmental Authority and all other confidential, nonpublic concepts, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of that Person. "Current Balance Sheet" has the meaning Paragraph 1 specifies. "Current Balance Sheet Date" has the meaning Paragraph 1 specifies. "Current Balance Sheet Date Working Capital" has the meaning Paragraph 1 specifies. "Current Date" means any day during the 20-day period ending on the Closing Date. "Damage" to any specified Person means, except as Section 6.06(c) otherwise provides, any cost, damage (including any consequential, exemplary, punitive or treble damage) or expense (including reasonable fees and actual disbursements by attorneys, -50-

consultants, experts or other Representatives and Litigation costs) to, any fine of or penalty on or any liability (including loss of earnings or profits) of any other nature of that Person. "Damage Claim" means, as asserted (i) against any specified Person, any claim, demand or Litigation made or pending against the specified Person for Damages to any other Person, or (ii) by the specified Person, any claim or demand of the specified Person against any other Person for Damages to the specified Person. "DGCL" means the General Corporation Law of the State of Delaware. "Derivative Securities" of a specified Entity means any Capital Stock, debt security or other Indebtedness of the specified Entity or any other Person which is convertible into or exchangeable for, or any option, warrant or other right to acquire, (i) any unissued Capital Stock of the specified Entity or (ii) any Capital Stock of the specified Entity which has been issued and is being held by the Entity directly or indirectly as treasury Capital Stock. "Effective Time" has the meaning Paragraph 2 specifies. "Election Period" has the meaning Section 7.04 specifies. "Employee Policies and Procedures" means at any time all employee manuals and all material policies, procedures and work-related rules that apply at that time to any employee, nonemployee director or officer of, or any other natural person performing consulting or other independent contractor services for, the Company or any Company Subsidiary. "Employment Agreement" means at any time any (i) agreement to which the Company or any Company Subsidiary is a party which then relates to the direct or indirect employment or engagement, or arises from the past employment or engagement, of any natural person by the Company or any Company Subsidiary, whether as an employee, a nonemployee officer or director, a consultant or other independent contractor, a sales representative or a distributor of any kind, including any employee leasing or service agreement and any noncompetition agreement, and (ii) agreement between the Company or any Company Subsidiary and any Person which arises from the sale of a business by that Person to the Company or any Company Subsidiary and limits that Person's competition with the Company or any Company Subsidiary. "Entity" means any sole proprietorship, corporation, partnership of any kind having a separate legal status, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company or joint venture. "Environmental Laws" means any and all Governmental Requirements relating to the environment or public or worker health or safety, including ambient air, surface water -51-

(including water management and runoff), land surface or subsurface strata, or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (including Solid Wastes, Hazardous Wastes or Hazardous Substances) or noxious noise or odor into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, recycling, removal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes (including petroleum, petroleum distillates, asbestos or asbestos-containing material, volatile organic compounds, pesticides and polychlorinated biphenyls). "ERISA" means the Employee Retirement Income Security Act of 1974. "ERISA Affiliate" means, with respect to any specified Person at any time, any other Person, including an Affiliate of the specified Person, that is, or at any time within six years of that time was, a member of any ERISA Group of which the specified Person is or was a member at the same time. "ERISA Affiliate Pension Plan" has the meaning Section 2.27 specifies. "ERISA Employee Benefit Plan" means any "employee benefit plan" as defined in Section 3(3) of ERISA and includes any ERISA Pension Benefit Plan. "ERISA Group" means any "group of organizations" within the meaning of Section 414(b), (c), (m) or (o) of the Code or any "controlled group" as defined in Section 4001(a)(14) of ERISA. "ERISA Pension Benefit Plan" means any "employee pension benefit plan," as defined in Section 3(2) of ERISA, including any plan that is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code (excluding any Multiemployer Plan). "Exchange Act" means the Securities Exchange Act of 1934. "Final Balance Sheet" has the meaning Section 6.07 specifies. "Final Prospectus" means the prospectus USC first furnishes to the Underwriter after the Registration Statement becomes effective under the Securities Act (whether or not Securities Act Rule 424(b) requires USC to file that prospectus with the SEC). "Final Working Capital" has the meaning Section 6.07 specifies. -52-

"Financial Statements" means the Initial Financial Statements and the other financial statements of the Acquired Business, if any, delivered to USC pursuant to Section 4.09 prior to the Effective Time. "Founding Company" has the meaning the Preliminary Statement specifies. "GAAP" means, as applied to any of the Financial Statements, generally accepted accounting principles and practices in the United States as in effect from time to time which (i) have been concurred in by the Independent Accountants and (ii) have been or are applied on a basis consistent (except for changes concurred in by the Independent Accountants) with the most recent audited Financial Statements delivered to USC prior to the Effective Time. "Governmental Approval" means at any time any authorization, consent, approval, permit, franchise, certificate, license, implementing order or exemption of, or registration or filing with, any Governmental Authority, including any certification or licensing of a natural person to engage in a profession or trade or a specific regulated activity, at that time. "Governmental Authority" means (i) any national, state, county, municipal or other government, domestic or foreign, or any agency, board, bureau, commission, court, department or other instrumentality of any such government, or (ii) any Person having the authority under any applicable Governmental Requirement to assess and collect Taxes for its own account. "Governmental Requirement" means at any time (i) any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, writ, edict, award, authorization or other requirement of any Governmental Authority in effect at that time or (ii) any obligation included in any certificate, certification, franchise, permit or license issued by any Governmental Authority or resulting from binding arbitration, including any requirement under common law, at that time. "Guaranty" means, for any specified Person, without duplication, any liability, contingent or otherwise, of that Person guaranteeing or otherwise becoming liable for any obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any liability of the specified Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) that obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of that obligation, (ii) to purchase property, securities or services for the purpose of assuring the owner of that obligation of its payment or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay that obligation; provided, that the term "Guaranty" does not include endorsements for collection or deposit in the ordinary course of the endorser's business. -53-

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976. "Immediate Family Member" of a Stockholder means at any time: (i) if that Stockholder is a natural person, any child or grandchild (by blood or legal adoption) or spouse of that Stockholder at that time, or any child of that spouse; and (ii) if that Stockholder is an Entity whose ultimate beneficial owner is a natural person, or a natural person and his spouse, any child or grandchild (by blood or legal adoption) or spouse at that time (if not then an ultimate beneficial owner of that Entity), or any child of that spouse, of the ultimate beneficial owner or owners. "Indebtedness" of any Person means, without duplication, (i) any liability of that Person (A) for borrowed money or arising out of any extension of credit to or for the account of that Person (including reimbursement or payment obligations with respect to surety bonds, letters of credit, bankers' acceptances and similar instruments), for the deferred purchase price of property or services or arising under conditional sale or other title retention agreements, other than trade payables arising in the ordinary course of business, (B) evidenced by notes, bonds, debentures or similar instruments, (C) in respect of leases (or other agreements conveying the right to use) property which GAAP as in effect on the date of this Agreement requires to be classified and accounted for as capital leases or (D) in respect of interest rate swap, cap or collar agreements or similar arrangements providing for the mitigation of that Person's interest rate risks either generally or under specific contingencies between that Person and any other Person, (ii) any liability secured by any Lien upon any property or assets of that Person (or upon any revenues, income or profits of that Person therefrom), whether or not that Person has assumed that liability or otherwise become liable for the payment thereof, (iii) any liability of others of the type described in the preceding clause (i) or (ii) in respect of which that Person has incurred, assumed or acquired a liability by means of a Guaranty. "Indemnified Party" has the meaning Section 7.04 specifies. "Indemnifying Party" has the meaning Section 7.04 specifies. "Indemnity Notice" has the meaning Section 7.04 specifies. "Independent Accountants" means Arthur Andersen LLP. "Industry" means the industry involving the production and sale of ready-mixed concrete (including truck-mixed concrete) and other cement mixtures and pre-cast concrete products and any logical extension of or business activity reasonably related to any of the foregoing. "Industry Laws" means any and all Governmental Requirements relating to the licensing or other regulation of the Industry, including: the Clean Air Act, 42 USC ss.ss. -54-

401-7671q; the Clean Water Act, 33 USC ss.ss. 1251- 1387; regulations of the Environmental Protection Agency, 40 C.F.R. ss.ss. 82.150-82.166; and state statutes governing licensure of facilities that operate in the Industry. "Information" means written information, including (i) data, certificates, reports and statements (excluding Financial Statements) and (ii) summaries of unwritten agreements, arrangements, contracts, plans, policies, programs or practices or of unwritten amendments or modifications of, supplements to or waivers under any of the foregoing documents. "IPO" means the first time a registration statement USC has filed under the Securities Act and respecting a primary underwritten offering by USC to the public of shares of USC Common Stock becomes effective under the Securities Act and USC issues and sells any of the shares registered by that registration statement to the Underwriter. "IPO Closing Date" means the date on which USC first receives payment for the shares of USC Common Stock it sells to the Underwriter in the IPO. "IPO Price" means the price per share of USC Common Stock which the cover page of the Final Prospectus sets forth as the "price to public." "IPO Pricing Date" means the date, if any, on which USC and the Underwriter agree in the Underwriting Agreement to the price per share of USC Common Stock at which the Underwriter, subject to the terms and conditions of the Underwriting Agreement, will purchase newly issued shares of USC Common Stock from USC on the IPO Closing Date. "IRCA" means the Immigration Reform and Control Act of 1986. "IRS" means the Internal Revenue Service. "Lien" means, with respect to any property or asset of any Person (or any revenues, income or profits of that Person therefrom) (in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise), (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors of that Person, including any "adverse claim" (as Section 8-302(b) of each applicable Uniform Commercial Code defines that term) in the case of any Capital Stock. For purposes of this Agreement, a Person will be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to that asset. -55-

"Litigation" means any action, case, proceeding, claim, grievance, suit or investigation or other proceeding conducted by or pending before any Governmental Authority or any arbitration proceeding. "Material" means, as applied to any Entity or the Acquired Business, material to the business, operations, property or assets, liabilities, financial condition or results of operations of that Entity and its Subsidiaries considered as a whole or the Acquired Business, as the case may be. "Material Adverse Effect" means, with respect to the consequences of any fact or circumstance (including the occurrence or non-occurrence of any event) to the Acquired Business, that such fact or circumstance has caused, is causing or will cause, directly, indirectly or consequentially, singly or in the aggregate with other facts and circumstances, any Damages in excess of the Threshold Amount; provided that the foregoing shall not include the consequences of any fact or circumstance attributable to (i) factors affecting the Industry generally, (ii) general national, regional or local economic or financial conditions or (iii) changes in governmental or legislative laws, rules or regulation. "Material Agreement" of any Entity means any contract or agreement (i) to which that Entity or any of its Subsidiaries is a party, or by which that Entity or any of its Subsidiaries is bound or to which any property or assets of that Entity or any of its Subsidiaries is subject and (ii) which is Material to that Entity. "Merger" has the meaning the Preliminary Statement specifies. "Minimum Cash Amount" has the meaning Section 5.01 specifies . "Minimum Cash Balance" has the meaning Paragraph 1 specifies. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA, Section 414 of the Code or Section 3(37) of ERISA. "Negative Net Adjustment" has the meaning Section 6.07 specifies. "Organization State" means, as applied to (i) any corporation, its state or other jurisdiction of incorporation, (ii) any limited liability company or limited partnership, the state or other jurisdiction under whose laws it is formed, organized and existing in that legal form, and (iii) any other Entity, the state or other jurisdiction whose laws govern that Entity's internal affairs. "Other Agreements" has the meaning the Preliminary Statement specifies. -56-

"Other Compensation Plan" means any compensation arrangement, plan, policy, practice or program established, maintained or sponsored by the Company or any Company Subsidiary, or to which the Company or any Company Subsidiary contributes, on behalf of any of its employees, nonemployee directors or officers or other natural persons performing consulting or other independent contractor services for the Company or any Company Subsidiary, (i) including all such arrangements, plans, policies, practices or programs providing for severance pay, deferred compensation, incentive, bonus or performance awards or the actual or phantom ownership of any Capital Stock or Derivative Securities of the Company or any Company Subsidiary, but (ii) excluding all Company ERISA Pension Plans and Employment Agreements. "Other Financing Sources" has the meaning Section 5.01 specifies. "Other Founding Company" has the meaning the Preliminary Statement specifies. "Other Transaction Documents" means the Other Agreements and the other written agreements, documents, instruments and certificates at any time executed pursuant to or in connection with the Other Agreements (other than the Transaction Documents and the Underwriting Agreement), all as amended, modified or supplemented from time to time. "PBGC" means the Pension Benefit Guaranty Corporation. "Permitted Investments" means: (i) at the time of purchase or other acquisition by the Company or any Company Subsidiary, (A) obligations issued or guaranteed by the United States of America with a remaining maturity not exceeding one year, (B) commercial paper with maturities of not more than 270 days and a published rating of not less than A-1 by S&P or P-1 by Moody's and (C) certificates of deposit and bankers' acceptances having maturities of not more than one year of any commercial bank or trust company if (1) that bank or trust company has a combined capital and surplus of at least $500,000,000 and (2) its unsecured long-term debt obligations, or those of a holding company of which it is a subsidiary, are rated not less than A- by S&P or A3 by Moody's; and (ii) other extensions of credit made by the Company or any Company Subsidiary to its retail customers in the ordinary course of its business and consistent with its past practices. "Permitted Liens" means, as applied to the property or assets of any Person (or any revenues, income or profits of that Person therefrom): (i) Liens for Taxes if the same are not at the time due and delinquent; (ii) Liens of carriers, warehousemen, mechanics, laborers and materialmen for sums not yet due; (iii) Liens incurred in the ordinary course of that Person's business in connection with worker's compensation, unemployment insurance and other social security legislation (other than pursuant to ERISA or Section 412(n) of the Code); (iv) Liens incurred in the ordinary course of that Person's business in connection with deposit accounts or to secure the performance of bids, tenders, trade contracts, statutory obligations, surety and appeal bonds, performance and return-of-money bonds and other obligations of -57-

like nature; (v) easements, rights-of-way, reservations, restrictions and other similar encumbrances incurred in the ordinary course of that Person's business or existing on property and not materially interfering with the ordinary conduct of that Person's business or the use of that property; (vi) defects or irregularities in that Person's title to its real properties which do not materially (A) diminish the value of the surface estate or (B) interfere with the ordinary conduct of that Person's business or the use of any of such properties; (vii) any interest or title of a lessor of assets that Person is leasing pursuant to any capital lease Schedule 2.18 lists or any lease that, pursuant to GAAP, would be accounted for as an operating lease; and (viii) Liens securing purchase money Indebtedness Schedule 2.17 or 2.18 lists, so long as those Liens do not attach to any property or assets other than the properties or assets purchased with the proceeds of that Indebtedness. "Person" means any natural person, Entity, estate, trust, union or employee organization or Governmental Authority or, for the purpose of the definition of "ERISA Affiliate," any trade or business. "Plan" has the meaning Section 2.28 specifies. "Pre-Acquisition Claims" has the meaning Section 10.12 specifies. "Positive Net Adjustment" has the meaning Section 6.07 specifies. "Pre-Acquisition Matters" has the meaning Section 10.12 specifies. "Private Placement Memorandum" means the Private Placement Memorandum of USC dated March 20, 1999 and relating to the offer of USC Common Stock in connection with the Acquisition. "Prohibited Transaction" means any transaction either Section 4975 of the Code or Section 406 of ERISA prohibits and neither Section 4975 of the Code nor Section 408 of ERISA exempts. "Proprietary Rights" means (i) patents, applications for patents and patent rights, (ii) in each case, whether registered, unregistered or under pending registration, trademark rights, trade names, trade name rights, corporate names, business names, trade styles or dress, service marks and logos and other trade designations and copyrights and, in the case of the Company or any Company Subsidiary, (iii) all agreements relating to the technology, know-how or processes used in any business of the Company or any Company Subsidiary. "Pro Rata Share" has the meaning Paragraph 1 specifies. "Qualified Plans" has the meaning Section 2.28 specifies. -58-

"RCRA" means the Resource Conservation and Recovery Act of 1976. "Registration Rights Agreement" means the registration rights agreement to be executed and delivered at the Closing by USC and the Stockholders electing to be parties thereto in the form thereof attached as Exhibit 9.01, with the blanks appropriately filled. "Registration Statement" means the registration statement, including (i) each preliminary prospectus it contains prior to the date on which it becomes effective under the Securities Act (including any prospectus USC files with the SEC pursuant to Securities Act Rule 424(b)), (ii) the Final Prospectus and (iii) any amendments thereof and all supplements and exhibits thereto, USC files with the SEC to register shares of USC Common Stock under the Securities Act for public offering and sale in the IPO. "Related Party Agreement" means any contract or other agreement, written or oral, (i) to which the Company or any Company Subsidiary is a party or is bound or by which any property of the Company or any Company Subsidiary is bound or may be subject and (ii) (A) to which any Stockholder or any of that Stockholder's Related Persons or Affiliates (other than any other Entity included in the Acquired Business) also is a party, (B) of which any Stockholder or any of that Stockholder's Related Persons or Affiliates (other than any other Entity included in the Acquired Business) is a beneficiary or (C) as to which any transaction contemplated thereby properly would be characterized (without regard to the amount involved) as a related party transaction for purposes of applying the disclosure requirements of GAAP or the SEC applicable to the financial statements of the Acquired Business which the Registration Statement includes. "Related Person" of a Stockholder means: (i) if that Stockholder is a natural person, (A) any Immediate Family Member of that Stockholder, (B) any Estate of that Stockholder or any Immediate Family Member of that Stockholder, (C) the trustee of any inter vivos or testamentary trust of which all the beneficiaries are Related Persons of that Stockholder and (D) any Entity the entire equity interest in which is owned by any one or more of that Stockholder and Related Persons of that Stockholder; and (ii) if that Stockholder is an Entity, Estate or trust, (A) any Person who owns an equity interest in that Stockholder on the date hereof, (B) any Person who would be a Related Person under clause (i) of this definition of a natural person who is an ultimate beneficial owner of that Stockholder or (C) any other Entity the entire equity interest in which is owned by any one or more of that Stockholder and Related Persons of that Stockholder. In this definition, "Estate" means, as to any natural person who has died or been adjudicated mentally incompetent by a court of competent jurisdiction, (i) that person's estate or (ii) the administrator, conservator, executor, guardian or representative of that estate. "Reportable Event" means, with respect to any Company ERISA Pension Plan, (i) the occurrence of any of the events set forth in Section 4043(b) or (c) (other than a Reportable Event as to which the provision of 30 days' notice to the PBGC is waived under -59-

applicable regulations), 4062(e) or 4063(a) of ERISA with respect to that plan, (ii) any event requiring the Company or any ERISA Affiliate to provide security to that plan under Section 401(a)(29) of the Code or (iii) any failure to make a payment Section 412(m) of the Code requires with respect to that plan. "Representatives" means, with respect to any Person, the directors, officers, employees, Affiliates, accountants (including independent certified public accountants), advisors, attorneys, consultants or other agents of that Person, or any other representatives of that Person or of any of those directors, officers, employees, Affiliates, accountants (including independent certified public accountants), advisors, attorneys, consultants or other agents. "Restricted Payment" means, with respect to any Entity at any time, any of the following that Entity effects: (i) any declaration or payment of any dividend or other distribution, direct or indirect, on account of any Capital Stock of that Entity or any Affiliate of that Entity; (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value of, or any direct or indirect purchase, payment or sinking fund or similar deposit for the redemption, retirement, purchase or other acquisition for value of, or to obtain the surrender of, any then outstanding Capital Stock of that Entity or any Affiliate of that Entity or any then outstanding warrants, options or other rights to acquire or subscribe for or purchase unissued or treasury Capital Stock of that Entity or any Affiliate of that Entity; or (iii) any payment or distribution of, or any commitment to pay or distribute, any cash or other property if, for purposes of the Code, that payment or distribution would (or reasonably could be expected to) constitute a constructive dividend to any Stockholder. "Restricted Period" has the meaning Section 10.14 specifies. "Returns" of a Person means the returns, reports or statements (including any information returns) any Governmental Requirement requires that Person to file for purposes of any Tax. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933. "Solid Wastes, Hazardous Wastes or Hazardous Substances" have the meanings ascribed to those terms in CERCLA, RCRA or any other Environmental Law applicable to the business or operations of the Company or any Company Subsidiary which imparts a broader meaning to any of those terms than does CERCLA or RCRA. "S&P" means Standard and Poor's Rating Services. -60-

"Stockholder Indemnified Party" means (i) each Stockholder and each of that Stockholder's Affiliates (other than the Company, any of the other Combined Companies, if any, or any Subsidiary of any of the Combined Companies, if any, or, following the Effective Time, the Surviving Corporation or USC or any of its Subsidiaries, if the Stockholder is an Affiliate of USC), agents and counsel and (ii) prior to the Effective Time, the Company and each of its officers, directors, employees, agents and counsel who are not Stockholder Indemnified Parties within the meaning of clause (i) of this definition. "Stockholder Indemnified Loss" has the meaning Section 7.03 specifies. "Stockholder Unindemnified Loss" has the meaning Section 6.06 specifies. "Subsidiary" of any specified Person at any time, means any Entity a majority of the Capital Stock of which is at that time owned or controlled, directly or indirectly, by the specified Person. "Supplemental Information" has the meaning Section 4.07 specifies. "Tax" or "Taxes" means all net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, withholding, payroll, employment, excise, property, deed, stamp, alternative or add-on minimum, environmental or other taxes, assessments, duties, fees, levies or other governmental charges or assessments of any nature whatever imposed by any Governmental Requirement, whether disputed or not, together with any interest, penalties, additions to tax or additional amounts with respect thereto. "Taxing Authority" means any Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax. "Termination Date" has the meaning Paragraph 1 specifies. "Termination Event" means, with respect to any Company ERISA Pension Plan, (i) any Reportable Event with respect to that plan which is likely to result in the termination of that plan, (ii) the termination of, or the filing of a notice of intent to terminate, that plan or the treatment of any amendment to that plan as a termination under Section 4041(c) of ERISA or (iii) the institution of proceedings to terminate, or the appointment of a trustee to administer, that plan under Section 4042 of ERISA. "Third Party Claim" means any claim asserted by any Person that or who is not a party to this Agreement against any Indemnified Party. "Threshold Amount" means 1% of the Ceiling Amount. -61-

"Transaction Document" means this Agreement, the Certificates of Merger, the Registration Rights Agreement and the other written agreements, documents, instruments and certificates executed pursuant to or in connection with this Agreement (other than the Other Transaction Documents and the Underwriting Agreement), including those Article V specifies are to be delivered at or before the Closing, all as amended, modified or supplemented from time to time. "Transfer Taxes" has the meaning Section 10.05 specifies. "Underwriter" means collectively (i) the investment banking firms that prospectively may enter into the Underwriting Agreement and (ii) from and after the IPO Pricing Date, the investment banking firms parties to the Underwriting Agreement. "Underwriting Agreement" has the meaning Section 5.01(a)(iii) specifies. "USC Acquisition Candidate" means any Entity (i) which the Acquired Business or any Entity the Acquired Business includes or USC has called on in connection with the possible acquisition by any of them of that Entity or (ii) of which any of them has made an acquisition analysis, in any case where such Entity is engaged in any aspect of the Industry. "USC Common Stock" means the common stock, par value $.001 per share, of USC. "USC Indemnified Loss" has the meaning Section 7.02 specifies. "USC Indemnified Party" means USC and its Affiliates and each of their respective officers, directors, employees, agents and counsel; provided, however, that no Person who indemnifies USC Indemnified Parties in this Agreement in his capacity as a Stockholder will be a USC Indemnified Party for purposes of this Agreement, notwithstanding that the Person is a USC Indemnified Party for purposes of one or more of the Other Agreements. "USC Sub Common Stock" has the meaning Paragraph 1 specifies. "USC Unindemnified Loss" has the meaning Section 6.06 specifies. "Welfare Plan" means an "employee welfare benefit plan" as defined in Section 3(1) of ERISA. "Wholly Owned Subsidiary" means any corporation or other Entity all of whose outstanding Capital Stock on a fully diluted basis the Company owns and controls, directly or indirectly through another Wholly Owned Subsidiary. "Working Capital Adjustment" has the meaning Section 6.07 specifies. -62-

Section 9.02 OTHER DEFINED TERMs. Words and terms these Uniform Provisions use which are defined elsewhere in this Agreement are used herein as therein defined. Section 9.03 OTHER DEFINITIONAL PROVISIONS. (a) Except as this Agreement otherwise specifies, all references herein to any Governmental Requirement defined or referred to herein, including the Code, CERCLA, ERISA, the Exchange Act, RCRA and the Securities Act, are references to that Governmental Requirement or any successor Governmental Requirement, as the same may have been amended or supplemented from time to time, and any rules or regulations promulgated thereunder. (b) This Agreement uses the words "herein," "hereof" and "hereunder" and words of similar import to refer to this Agreement as a whole and not to any provision of this Agreement, and the words "Article," "Paragraph," "Section," "Preliminary Statement," "Annex," "Addendum," "Schedule" and "Exhibit" refer to Articles, Paragraphs and Sections of, the Preliminary Statement in, and Annexes, Addenda, Schedules and Exhibits to, this Agreement unless it otherwise specifies. (c) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter. (d) The word "including" (and, with correlative meaning, the word "include") means including, without limiting the generality of any description preceding such word, and the words "shall" and "will" are used interchangeably and have the same meaning. (e) The phrase "to the knowledge of the Company" or phrases with similar wording, when used in this Agreement to qualify any representation or warranty Article II contains, means the collective knowledge, after reasonable investigation, of each Stockholder and each other Person who holds a management position with the Company as of the date hereof; provided, however, that if any Governmental Requirement referred to in any such representation or warranty specifies a different meaning for that phrase, the meaning that Governmental Requirement specifies will apply for purposes of that representation and warranty. Section 9.04 CAPTIONS. This Agreement includes captions to Articles, Paragraphs, Sections and subsections of, and Annexes, Addenda, Schedules and Exhibits to, this Agreement or any other Transaction Document for convenience of reference only, and these captions do not constitute a part of this Agreement or any other Transaction Document for any other purpose or in any way affect the meaning or construction of any provision of this Agreement or any other Transaction Document. -63-

ARTICLE X GENERAL PROVISIONS Section 10.01 TREATMENT OF CONFIDENTIAL INFORMATION. (a) Each of the Company and the Stockholders, severally and not jointly with any other Person, acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries, the Other Founding Companies and their Subsidiaries and USC and its Subsidiaries. Each of the Company and the Stockholders, severally and not jointly with any other Person, agrees that it will keep confidential all that Confidential Information furnished to it and, except with the specific prior written consent of USC, will not disclose that Confidential Information to any Person except (i) Representatives of USC and (ii) its own Representatives, provided that these Representatives (other than counsel) agree to the confidentiality provisions of this Section 10.01; provided, however, that, for purpose of this Section 10.01(a), Confidential Information does not include such information as (i) becomes known to the public generally through no fault of any Stockholder, (ii) is required to be disclosed by law or the order of any Governmental Authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), each Stockholder will give prior written notice thereof to USC and provide USC with the opportunity to contest that disclosure, or (iii) the disclosing party reasonably believes is required to be disclosed in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any Stockholder of the provisions of this Section 10.01 with respect to any Confidential Information, USC will be entitled to an injunction restraining that Stockholder from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting USC from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. (b) Because of (i) the difficulty of measuring economic losses as a result of the breach of the foregoing covenants in Section 10.01(a) and (ii) the immediate and irreparable damage that would be caused to USC for which it would have no other adequate remedy, each of the Company and the Stockholders agrees that USC may enforce the provisions of Section 10.01(a) by injunctions and restraining orders against each of them who breaches any of those provisions. (c) USC acknowledges that it has or may have had in the past, currently has and in the future may have access to Confidential Information of the Company and the Company Subsidiaries. USC agrees that, until the Effective Time, it will keep confidential all that Confidential Information furnished to it and, except with the specific prior written consent of the Company, will not disclose that Confidential Information to any Person prior to the Effective Time except as Section 4.01(a) contemplates; provided, however, that, for purposes of this Section 10.01(c), Confidential Information does not include such information as (i) becomes known to the public generally through no fault of USC, (ii) is required to be disclosed by law or the order of any Governmental Authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), USC will, if possible, give prior written notice thereof to the Company and provide the Company with the opportunity to contest that disclosure, or (iii) USC reasonably -64-

believes is required to be disclosed in connection with the defense of a lawsuit against it. In the event of a breach or threatened breach by USC of the provisions of this Section 10.01 with respect to any Confidential Information, the Company will be entitled to an injunction restraining USC from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting the Company from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. (d) Because of (i) the difficulty of measuring economic losses as a result of the breach of the foregoing covenants in Section 10.01(c) and (ii) the immediate and irreparable damage that would be caused to the Company for which it would have no other adequate remedy, USC agrees that the Company may enforce the provisions of Section 10.01(c) by injunctions and restraining orders against it. (e) The obligations of the parties under this Section 10.01 will survive the termination of this Agreement. Section 10.02 BROKERS AND AGENTS. Except as Schedule 1.04 sets forth, the Stockholders jointly and severally represent and warrant to USC that the Company has not directly or indirectly employed or become obligated to pay any broker or similar agent in connection with the transactions contemplated hereby and agree, without regard to the Threshold Amount limitations Article VII sets forth, to indemnify USC against all Damage Claims arising out of claims for any and all fees and commissions of brokers or similar agents employed or promised payment by the Company. Section 10.03 ASSIGNMENT; NO THIRD PARTY BENEFICIARIES. This Agreement and the rights of the parties hereunder may not be assigned (except by operation of law) and will be binding on and inure to the benefit of the parties hereto, the successors of USC and the heirs and legal representatives of the Stockholders (and, in the case of any trust, the successor trustees of that trust). Neither this Agreement nor any other Transaction Document is intended, or shall be construed, deemed or interpreted, to confer on any Person not a party hereto or thereto any rights or remedies hereunder or thereunder, except as the final sentence of Section 1.05, Article VII and Section 10.12 provide or as otherwise provided expressly herein or therein. Section 10.04 ENTIRE AGREEMENT; AMENDMENT; WAIVERS. This Agreement and the documents delivered pursuant hereto constitute the entire agreement and understanding among the Stockholders, the Company, USC Sub and USC and supersede all prior agreements and understandings, both written and oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented, and any right hereunder may be waived, if, but only if, that amendment, modification, supplement or waiver is in writing and signed by the Stockholders entitled to receive at least 80% of the total Acquisition Consideration, the Company and USC; provided, however, that no such amendment, modification, supplement or waiver will be effective unless it is signed by each Stockholder affected thereby to the extent that it (i) changes the several nature of that Stockholder's representations and warranties (to the extent they are not already -65-

joint and several as Article II and Section 10.02 provide), (ii) reduces the amount, or changes the components, of the Acquisition Consideration that Stockholder is entitled to receive pursuant to Paragraph 2 or (iii) amends or waives this sentence. The waiver of any of the terms and conditions hereof shall not be construed or interpreted as, or deemed to be, a waiver of any other term or condition hereof. Section 10.05 EXPENSES. Whether or not the transactions contemplated hereby are consummated, (i) USC will pay the fees, expenses and disbursements of USC and its Subsidiaries and their Representatives in connection with the subject matter of this Agreement and any amendments thereto, including all costs and expenses incurred in the performance of and compliance with all conditions to be performed by USC and USC Sub under this Agreement, and (ii) the Stockholders will pay, from personal funds, and not from funds of the Company or any Company Subsidiary, all sales, use, transfer and other similar taxes (collectively, "Transfer Taxes") and fees incurred in connection with the transactions contemplated hereby, including the fees, expenses and disbursements counsel for the Company and the Stockholders incur in connection with the subject matter of this Agreement; provided, however, that the Stockholders may cause the Company to pay the reasonable and customary fees, expenses and disbursements of counsel for the Company and the Stockholders incurred in connection with the subject matter of this Agreement on or before the IPO Closing Date to the extent those fees, expenses and disbursements have been paid on or prior to the IPO Closing Date or are recorded as liabilities on the Final Balance Sheet. The Stockholders will file all necessary documentation and Returns with respect to all Transfer Taxes. In addition, each Stockholder acknowledges that he, and not the Company or USC or the Surviving Corporation, will pay all Taxes due on receipt of the consideration payable to that Stockholder pursuant to the transactions this Agreement contemplates. Section 10.06 NOTICES. All notices required or permitted hereunder must be in writing and will be deemed to be delivered and received (i) if personally delivered or if delivered by telex, telegram, facsimile or courier service, when actually received by the party to whom notice is sent or (ii) if delivered by mail (whether actually received or not), at the close of business on the third Houston, Texas business day next following the day when placed in the mail, postage prepaid, certified or registered, addressed to the appropriate party or parties, at the address of such party or parties set forth below (or at such other address as such party may designate by written notice to all other parties in accordance herewith): (i) if to USC or USC Sub, addressed to it at: U.S. Concrete, Inc. 1360 Post Oak Boulevard, Suite 800 Houston, Texas 77056 Attn.: Chief Executive Officer Facsimile: 713-350-6001 -66-

with copies (which will not constitute notice for purposes of this Agreement) to: Baker & Botts, L.L.P. One Shell Plaza Houston, Texas 77002-4995 Attn: Ted W. Paris, Esq. Facsimile: 713-229-1522 (ii) if to the Company or any of the Stockholders, addressed to that Person as Paragraph 7 sets forth. SECTION 10.07 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF. Section 10.08 EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise provided herein, no delay or omission in the exercise of any right, power or remedy accruing to any party hereto as a result of any breach or default hereunder by any other party hereto will impair any such right, power or remedy, nor will it be construed, deemed or interpreted as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor will any waiver of any single breach or default be construed, deemed or interpreted as a waiver of any other breach or default hereunder occurring before or after that waiver. Section 10.09 TIME. Time is of the essence in the performance of this Agreement in all respects. Section 10.10 REFORMATION AND SEVERABILITY. If any provision of this Agreement is invalid, illegal or unenforceable, that provision will, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties hereto as expressed herein, and if such a modification is not possible, that provision will be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. Section 10.11 REMEDIES CUMULATIVE. No right, remedy or election any term of this Agreement gives will be deemed exclusive, but each will be cumulative with all other rights, remedies and elections available at law or in equity. Section 10.12 RELEASE. Notwithstanding any other provision of this Agreement and subject to the limitations the last sentence of this Section 10.12 sets forth, each Stockholder hereby unconditionally and irrevocably releases and forever discharges, effective as of and forever after the Effective Time, to the fullest extent permitted by applicable law, all past, present and future USC Indemnified Parties (including, after the Effective Time, each of the Company and the Company -67-

Subsidiaries which is a Subsidiary of USC immediately after the Effective Time) (collectively, the "Released Parties") from any and all debts, liabilities, obligations, claims, demands, actions or causes of action, suits, judgments or controversies of any kind whatsoever (collectively, "Pre-Acquisition Claims") against the Company and the Company Subsidiaries, if any, or any of them that arises out of or is based on any agreement or understanding or act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, WANTON MISCONDUCT), misrepresentation, omission, transaction, fact, event or other matter occurring prior to the Effective Time (whether based on any Governmental Requirement or right of action, at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued) (collectively, "Pre-Acquisition Matters"), including without limitation: (i) claims by the Stockholder with respect to repayment of loans or indebtedness (except for promissory notes taken by the Stockholder with respect to the payment of the 1998 Restricted Payment Amount or the 1999 Restricted Payment Amount); (ii) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which the Stockholder is a party; and (iii) claims by the Stockholder with respect to dividends, violation of preemptive rights, or payment of salaries or other compensation or in any way arising out of or in connection with the Stockholder's employment with the Company or any Company Subsidiary, the cessation of that employment, the Stockholder's status as an officer, director or stockholder of the Company or otherwise (but excluding any and all claims in respect of (A) accrued and unpaid amounts owing to the Stockholder pursuant to each Employment Agreement Schedule 2.27 lists to which the Stockholder is a party, (B) accrued and unpaid Cash Compensation owing to the Stockholder at the rates or in the amounts, as the case may be, set forth in the list Section 2.27 describes, (C) benefits accrued under each Company ERISA Benefit Plan or Other Compensation Plan, the existence of which Schedule 2.27 discloses and (D) amounts or other obligations owing to the Stockholder, directly or indirectly, pursuant to each Related Party Agreement, if any, which Schedule 2.12 discloses and to which the Stockholder, directly or indirectly, is a party). The Stockholder further agrees not to file or bring any Litigation before any Governmental Authority on the basis of or respecting any Pre-Acquisition Claim concerning any Pre-Acquisition Matter against any Released Party. Each Stockholder (i) acknowledges that he or she fully comprehends and understands all the terms of this Section 10.12 and their legal effects and (ii) expressly represents and warrants that (A) he or she is competent to effect the release made in this Section 10.12 knowingly and voluntarily and without reliance on any statement or representation of any Released Party or its Representatives and (B) he or she had the opportunity to consult with an attorney of his or her choice regarding this Section 10.12. This Section 10.12 will not affect the rights of the Stockholders under this Agreement or any other Transaction Document. Section 10.13 RESPECTING THE IPO. Each of the Company and the Stockholders acknowledges and agrees that: (i) no firm commitment, binding agreement or promise or other assurance of any kind, whether express or implied, oral or written, exists at the date hereof that the Registration Statement will become effective or that the IPO will occur at a particular price or within a particular range of prices or occur at all; (ii) neither USC or any of its Representatives nor any prospective underwriters in the IPO will have any liability to the Company, the Stockholders or any of their respective Affiliates or associates for any failure of (A) the Registration Statement to become -68-

effective (provided, however, that USC will use its reasonable best efforts to cause the Registration Statement to become effective prior to the Termination Date) or (B) the IPO to occur at a particular price or within a particular range of prices or to occur at all; and (iii) the decision of Stockholders to enter into this Agreement, or to vote in favor of or consent to the Merger, has been or will be made independent of, and without reliance on, any statements, opinions or other communications of, or due diligence investigations that have been or will be made or performed by, any prospective underwriter relative to USC or the IPO. The Underwriter will have no obligation to any of the Company and the Stockholders with respect to any disclosure contained in the Registration Statement. Each Stockholder further agrees to execute and deliver to the investment banking firm acting as the lead managing underwriter for the IPO (if requested by that firm) a customary lockup agreement pursuant to which that Stockholder will agree not to sell, transfer or otherwise dispose of any shares of USC Common Stock during a period of time, not to exceed 180 days, following the date of the Final Prospectus. Section 10.14 RESTRICTIONS ON TRANSFER OF USC COMMON STOCK. (a) During the one-year period ending on the first anniversary of the Closing Date (the "Restricted Period"), no Stockholder voluntarily will: (i) sell, assign, exchange, transfer, encumber, pledge, distribute, appoint or otherwise dispose of (A) any shares of USC Common Stock received by any Stockholder in the Merger or (B) any interest in (including any option to buy or sell) any of those shares of USC Common Stock, in whole or in part, and USC will have no obligation to, and will not, treat any such attempted transfer as effective for any purpose; or (ii) engage in any transaction, whether or not with respect to any shares of USC Common Stock or any interest therein, the intent or effect of which is to reduce the risk of owning the shares of USC Common Stock acquired pursuant to Paragraph 2 (including, for example engaging in put, call, short-sale, straddle or similar market transactions); provided, however, that this Section 10.14 will not restrict any transfer of USC Common Stock acquired by a Stockholder pursuant to Paragraph 2 to any of that Stockholder's Related Persons who agree in writing to be bound by the provisions of Section 10.01 and this Section 10.14. The certificates evidencing the USC Common Stock delivered to each Stockholder pursuant to Paragraph 2 will bear a legend substantially in the form set forth below and containing such other information as USC may deem necessary or appropriate: EXCEPT PURSUANT TO THE TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION AMONG THE ISSUER, THE HOLDER OF THIS CERTIFICATE AND THE OTHER PARTIES THERETO, THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE VOLUNTARILY SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF, AND THE ISSUER WILL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED VOLUNTARY SALE, ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION OF ANY OF THOSE SHARES, DURING THE ONE-YEAR PERIOD ENDING ON ____________, 2000 [DATE THAT IS THE FIRST ANNIVERSARY OF THE IPO CLOSING DATE]. ON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE EXPIRATION OF THE PERIODS SPECIFIED ABOVE. -69-

(b) Each Stockholder, severally and not jointly with any other Person, (i) acknowledges that the shares of USC Common Stock to be delivered to that Stockholder pursuant to Paragraph 2 (A) have not been and, except pursuant to the Registration Rights Agreement, if applicable, will not be registered under the Securities Act and therefore may not be resold by that Stockholder without compliance with the Securities Act and (B) will, as a result of the restrictions on their transferability which this Agreement imposes during the Restricted Period, have a value materially less on the IPO Closing Date than would be the value of freely tradable shares of USC Common Stock and (ii) covenants that none of the shares of USC Common Stock issued to that Stockholder pursuant to Paragraph 2 will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all the applicable provisions of the Securities Act and the rules and regulations of the SEC and applicable state securities laws and regulations. All certificates evidencing shares of USC Common Stock issued pursuant to Paragraph 2 will bear the following legend in addition to the legend Section 10.14(a) prescribes: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THAT LAW AND OTHER APPLICABLE SECURITIES LAWS. In addition, certificates evidencing shares of USC Common Stock issued pursuant to Paragraph 2 to each Stockholder will bear any legend required by the securities or blue sky laws of the state in which that Stockholder resides. Section 10.15 SUBDIVISIONS AND RECOMBINATIONS OF USC COMMON STOCK. Upon the occurrence of an event prior to the IPO Closing Date by which (i) the USC Common Stock is subdivided into a greater number of shares or (ii) combined into a smaller number of shares prior to the IPO Closing Date, the number of shares set forth in Schedule 2(D) shall be adjusted by either (a) increasing the number of shares set forth on Schedule 2(D) in proportion to the subdivision of the shares or (b) decreasing the number of shares set forth on Schedule 2(D) in proportion to any combination of such shares. ARTICLE XI TERMINATION Section 11.01 TERMINATION OF THIS AGREEMENT. (a) This Agreement may be terminated at any time prior to the Closing solely: (i) by the mutual written consent of USC and the Company; (ii) by the Stockholders or the Company, on the one hand, or by USC, on the other hand, if the transactions contemplated by this Agreement to take place at the Closing shall not have been consummated by the Termination Date, unless the failure of such transactions to be consummated results from the willful failure of the party (or in the case -70-

of the Stockholders and the Company, any of them) seeking to terminate this Agreement to perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing or thereafter on the IPO Closing Date; (iii) by the Stockholders or the Company, on the one hand, or by USC, on the other hand, if a material breach or default is made by the other party (or in the case of the Stockholders and the Company, any of them) in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein; (iv) by USC if Section 4.07 entitles it to do so; or (v) by the Stockholders or the Company if any Other Agreement with an Other Founding Company whose revenues for the year ended December 31, 1998 exceeded 20% of the pro forma combined revenues of all the Founding Companies for the year ended December 31, 1998, in each case as the Private Placement Memorandum reflects, has been terminated pursuant to its terms. (b) This Agreement may be terminated after the Closing solely: (i) by USC or the Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the consummation of the IPO (in the event of any such termination, USC will provide the Company and the Stockholders with prompt notice thereof); or (ii) automatically and without action on the part of any party hereto if the IPO is not consummated within 15 New York City business days after the Closing Date. Section 11.02 LIABILITIES IN THE EVENT OF TERMINATION. If this Agreement is terminated pursuant to Section 11.01, there shall be no liability or obligation on the part of any party hereto except (i) as Section 10.05 provides and (ii) to the extent that such liability is based on the breach by that party of any of its representations, warranties or covenants set forth in this Agreement. -71-

                                                                    EXHIBIT 10.2


                              EMPLOYMENT AGREEMENT


            THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
the Effective Date (as defined herein) by and between U.S. Concrete, Inc., a
Delaware corporation (the "Company"), and William T. Albanese (the "Employee").

                              PRELIMINARY STATEMENT

            In entering into this Agreement, the Company desires to provide the
Employee with substantial incentives to serve the Company without distraction or
concern over minimum compensation, benefits or tenure, to develop and implement
the Company's initial development plan and thereafter to assist in the
management of the Company's future growth and development and the maximization
of the returns to the Company's stockholders.

            NOW, THEREFORE, in consideration of the foregoing and the mutual
provisions contained herein, and for other good and valuable consideration, the
parties hereto agree with each other as follows:

            Section 1. CERTAIN DEFINED TERMS. (a) The following terms this
Agreement uses have the respective meanings this Section 1(a) assigns to them:

            "Acquired Business" means Central Concrete Supply Co., Inc.

            "Active Status" means the Employee's Employment status from the
      Effective Date to and including the first to occur of (i) the Part-time
      Employment Effective Date or (ii) the Termination Date.

            "Annual Cash Compensation" of the Employee for any Compensation Year
      means the salary the Employee earns during that Compensation Year,
      including all amounts of salary the Employee earns during that
      Compensation Year and elects to (i) defer, whether pursuant to a
      Compensation Plan intended to qualify as a plan under Code Section 401(k)
      or otherwise, and (ii) forego pursuant to a Compensation Plan under which
      the Employee may receive Common Stock or any other form of noncash
      compensation in lieu of that salary. For purposes of this definition, any
      form of noncash compensation will be valued at its fair market value at
      the time that compensation is awarded, earned or paid, as the case may be.

            "Average Annual Cash Compensation" of the Employee means, as of the
      Part-time Employment Effective Date, the average of (i) the Annual Cash
      Compensation the Employee has earned in each of the two Compensation Years
      next preceding that date or, if less than


                                      1

two Compensation Years have occurred prior to that date and since the Effective Date, (ii) the Annual Cash Compensation in each whole Compensation Year, if any, and, restated on an annualized basis, the Annual Cash Compensation in each partial Compensation Year (up to a maximum of two partial Compensation Years) next preceding the Part-time Employment Effective Date. "Base Salary" means: (i) prior to the Part-time Employment Effective Date, the guaranteed minimum annual salary payable by the Company to the Employee pursuant to Section 4(a); and (ii) on and after the Part-time Employment Effective Date, the guaranteed minimum annual salary payable by the Company to the Employee pursuant to Section 5(e). "Board" means the entire Board of Directors of the Company. "Business Reason" for the Company's termination of the Employee's Employment means any lawful reason other than Cause. "Cause" for the Company's termination of the Employee's Employment means: (i) the Employee's conviction of a felony crime (or the Employee's entering of a plea of NOLO CONTENDERE to any charge against him of a felony crime) of any kind; or (ii) the Employee's continuing failure to substantially perform his duties and responsibilities hereunder (except by reason of the Employee's incapacity attributable to physical or mental illness or injury) for a period of 20 days after the Required Board Majority has delivered to the Employee a written demand for substantial performance hereunder which specifically identifies the bases for the Required Board Majority's determination that the Employee has not substantially performed his duties and responsibilities hereunder (that period being the "Grace Period"); provided, that for purposes of this clause (ii), the Company will not have Cause to terminate the Employee's Employment unless (A) at a meeting of the Board called and held following the Grace Period in the city in which the Company's principal executive offices are located of which the Employee was given not less than 10 days' prior written notice and at which the Employee was afforded the opportunity to be represented by counsel, appear and be heard, the Required Board Majority adopts a written resolution which (1) sets forth the Required Board Majority's determination that the failure of the Employee to substantially perform his duties and responsibilities hereunder has (except by reason of his incapacity attributable to physical or mental illness or injury) continued past the Grace Period and (2) specifically identifies the bases for that determination and (B) the Company, at the written direction of the Required Board Majority, delivers to the Employee a Notice of Termination for Cause to which a copy of that resolution, certified as being true and correct by the secretary or any assistant secretary of the Company, is attached. Cause of the type referred to in clause (i) of the preceding sentence is a "Type I Cause," while Cause of the type referred to in clause (ii) of the preceding sentence is a "Type II Cause." "Code" means the Internal Revenue Code of 1986. 2

"Common Stock" means the common stock of the Company. "Company" means (i) U.S. Concrete, Inc., a Delaware corporation, and (ii) any Person that assumes the obligations of "the Company" hereunder, by operation of law, pursuant to Section 9(c)(iii) or otherwise. "Compensation Plan" means any compensation arrangement, plan, policy, practice or program the Company or any subsidiary of the Company establishes, maintains or sponsors, or to which the Company or any subsidiary of the Company contributes, on behalf of two or more Executive Officers (including, for this purpose, any member of the family of any Executive Officer), (i) including (A) any "employee pension benefit plan" (as defined in ERISA Section 3(2)) or other "employee benefit plan" (as defined in ERISA Section 3(3)), (B) any other retirement or savings plan, including any supplemental benefit arrangement relating to any plan intended to be qualified under Code Section 401(a) or whose benefits the Code or ERISA limits, (C) any "employee welfare plan" (as defined in ERISA Section 3(1)), (D) any arrangement, plan, policy, practice or program providing for severance pay, deferred compensation or insurance benefit and (E) any Incentive Plan, but (ii) excluding any compensation arrangement, plan, policy, practice or program to the extent it provides for annual base salary. "Compensation Committee" means the committee of the Board to which the Board has delegated duties respecting the compensation of Executive Officers and the administration of Incentive Plans, if any, intended to qualify for the Rule 16b-3 exemption under the Securities Exchange Act of 1934. "Compensation Year" means a calendar year. "Confidential Information" means, with respect to the Company or any subsidiary of the Company, all trade secrets and other confidential, nonpublic and/or proprietary information of that Person, including information derived from reports, investigations, research, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, capital expenditure projects, cost summaries, pricing formulae, contract analyses, financial information, projections, present and future business plans, confidential filings with any governmental authority and all other confidential, nonpublic concepts, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of that Person. "CPI" means for any period the Consumer Price Index for All Urban Consumers, All Items, 1982-84 = 100, U.S. City Average, as published by the United States Department of Labor, Bureau of Labor Statistics (or its successor) for that period. "Disability" of the Employee means the Employee has been determined (which determination will be final and binding on all Persons, absent manifest error), as a result of 3

a physical or mental illness or personal injury he has incurred (including illness or injury resulting from any substance abuse), by a Qualified Physician (who may be the doctor treating or otherwise acting as the Employee's doctor in connection with the illness or injury in question) selected by the Employee, or by the Company at its expense, to be unable to perform, at the time of that determination and, in all reasonable medical likelihood, indefinitely thereafter, the normal duties then most recently assigned, under and in accordance with the terms hereof, to the Employee while on Active Status; provided that the determination whether the Employee has incurred a Disability will be made by a majority of three Qualified Physicians, (i) one of whom the Employee selects, (ii) one of whom the Company selects and (iii) the remaining one of whom the Qualified Physicians the Employee and the Company have selected pursuant to clauses (i) and (ii) of this proviso select and the fees and expenses of whom the Employee and the Company will share and pay in equal amounts, if: (A) the Employee has selected a Qualified Physician and the Company has selected another Qualified Physician, in each case to determine whether the Employee has incurred a Disability, and (B) those Qualified Physicians disagree as to whether the Employee has incurred a Disability. For purposes of this definition, if the Employee is unable by reason of illness or injury to give an informed consent to the performance of the treatment of that illness or injury, a Qualified Physician selected by any Person who is authorized by applicable law to give that consent will be deemed to have been selected by the Employee. Notwithstanding the foregoing, if the Company maintains a disability insurance policy that provides coverage for its Executive Officers generally, the term "Disability," as used in this Agreement, shall mean the events and/or circumstances under which the Employee will be entitled to receive disability benefits under that insurance policy. "Effective Date" has the meaning Section 9(l) specifies. "Employment" means the salaried employment of the Employee by the Company or a subsidiary of the Company hereunder. "ERISA" means the Employee Retirement Income Security Act of 1974. "Executive Officer" means any of the chairman of the board, the chief executive officer, the chief operating officer, the chief financial officer, the president or any executive, regional or other group or senior vice president of the Company. "Good Reason" for the Employee's termination of his Employment means: (i) any violation hereof in any material respect by the Company; (ii) either (A) a failure of the Company to continue in effect any Compensation Plan in which the Employee was participating or (B) the taking of any action by the Company which would adversely affect the Employee's participation in or materially reduce the Employee's benefits under any such Compensation Plan, unless (1) in the case of either subclause (A) or (B) of this clause, there is substituted a comparable Compensation Plan that is at least economically equivalent, in terms of the benefit offered to the Employee, to the Compensation Plan being ended or in 4

which the Employee's participation is being adversely affected or the Employee's benefits are being materially reduced or (2) in the case of that subclause (A), the failure, or in the case of that subclause (B), the taking of action, adversely affects Executive Officers generally; or (iii) the assignment to the Employee without the Employee's written consent of duties inconsistent in any material respect with the Employee's then current positions, authority, duties or responsibilities or any other action by the Company which results in a material diminution in those positions, authority, duties or responsibilities; provided, however, that if the Company combines the operations of the Acquired Business with the operations of one or more subsidiaries of the Company (whether through the creation of an unincorporated or other division, by merger or consolidation or otherwise), no resulting change in the status, offices, titles or reporting requirements of the Employee will constitute "Good Reason." "Incentive Plan" means any compensation arrangement, plan, policy, practice or program the Company or any subsidiary of the Company establishes, maintains or sponsors, or to which the Company or any subsidiary of the Company contributes, on behalf of at least two Executive Officers and which provides for incentive, bonus or other performance-based awards of cash, securities or the phantom equivalent of securities, including any stock option, stock appreciation right and restricted stock plan, but excluding any plan intended to qualify as a plan under any one or more of Code Sections 401(a), 401(k) or 423. "IPO" means the first time a registration statement the Company has filed under the Securities Act of 1933, as amended (the "Securities Act") and respecting a primary underwritten offering by the Company to the public of shares of Common Stock becomes effective under the Securities Act and the Company issues and sells any of the shares registered by that registration statement to the Underwriter. "IPO Closing Date" means the date on which the Company first receives payment for the shares of Common Stock it sells to the Underwriter in the IPO. "Nonterminating Party" means the Employee or the Company, as the case may be, to which the Terminating Party delivers a Notice of Termination. "Notice of Termination" to or from the Employee means a written notice that: (i) states that it is a "Notice of Termination" hereunder, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances the Terminating Party claims to provide a basis for termination of the Employee's Employment, and if the Termination Date is other than the date of receipt of the notice, (iii) sets forth that Termination Date. "Part-time Employment Effective Date" means, (i) if the Company elects pursuant to any applicable provision hereof to terminate the Employee's Employment other than for Cause or (ii) if the Employee elects pursuant to the applicable provision hereof to terminate his Employment for Good Reason or by reason of his Disability, the date the Nonterminating Party receives the Terminating Party's Notice of Termination. 5

"Part-time Employment Period" means the period of time which begins on the Part- time Employment Effective Date and ends on the first to occur of (i) the third anniversary of the Effective Date or, if later, the first anniversary of the Part-time Employment Effective Date, (ii) the termination by the Company of the Employee's Employment for Type I Cause or (iii) the death of the Employee. "Person" means any natural person, sole proprietorship, corporation, partnership of any kind having a separate legal status, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company, joint venture, estate, trust, union or employee organization or governmental authority. "Qualified Physician" means, in the case of any determination whether the Employee has sustained a Disability, a physician (i) holding an M.D. degree from a medical school located in the United States, (ii) specializing and board-certified in the treatment of the injury or illness that has or may have caused that Disability and (iii) having admission privileges to one or more hospitals located in the state in which the Company then has its principal executive offices or in the state in which the Employee then is domiciled. "Required Board Majority" means at any time a majority of the members of the Board at that time. "Retirement" means termination of the Employee's Employment by reason of the Employee's giving a Notice of Termination on or following the date he has attained age 65. "Terminating Party" means the Employee or the Company, as the case may be, who or which terminates the Employee's Employment by means of a Notice of Termination. "Termination Date" means: (i) if the Employee's Employment terminates by reason of the Employee's death, the date of that death; (ii) if the Employee's Employment terminates by reason of the Employee's giving a Notice of Termination Without Good Reason or by reason of Retirement, the elapse of the 30th day after the Company receives that notice; (iii) if the Company terminates the Employee's Employment (A) at any time for Type I Cause or (B) at any time prior to the Part-time Employment Effective Date for Type II Cause, the date the Employee receives the Company's Notice of Termination for Cause; and (iv) if the Employee's Employment terminates for any other reason, at the expiration of the Part-time Employment Period. "Type I Cause" means Cause of the type to which clause (i) of the first sentence of the definition of Cause herein refers. "Type II Cause" means Cause of the type to which clause (ii) of the first sentence of the definition of Cause herein refers. 6

"Underwriter" means collectively (i) the investment banking firms that prospectively may enter into the underwriting agreement and (ii) from and after the IPO pricing date, the investment banking firms parties to the underwriting agreement. "Without Good Reason" for the Employee's termination of his Employment means that, at the time the Company receives the Employee's Notice of Termination, the Employee was not entitled to terminate his Employment (i) for a Good Reason or (ii) by reason of his Disability or Retirement. (b) OTHER DEFINITIONAL PROVISIONS. (i) Except as this Agreement otherwise may specify, all references herein to any statute, including the Code and ERISA, are references to that statute or any successor statute, as the same may have been or be amended or supplemented from time to time, and any rules or regulations promulgated thereunder, and all references herein to any rule or regulation are references to that rule or regulation, or any successor rule or regulation, as the same may be amended or supplemented from time to time. (ii) This Agreement uses the words "herein," "hereof" and "hereunder" and words of similar import to refer to this Agreement as a whole and not to any provision of this Agreement, and the word "Section" refers to a Section of this Agreement unless otherwise specified. (iii) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter. (iv) The word "including" (and, with correlative meaning, the word "include") means including, without limiting the generality of any description preceding that word, and the words "shall" and "will" are used interchangeably and have the same meaning. Section 2. EMPLOYMENT. (a) On the terms and subject to the conditions hereinafter set forth, and beginning as of the Effective Date and continuing until the first to occur of the Part-time Employment Effective Date or the Termination Date, (i) the Company will employ the Employee as President - Bay Area, (ii) the Employee will serve in the Company's employ in that position and (iii) the Employee will perform such duties, and have such powers, authority, functions, duties and responsibilities for the Company and entities affiliated with the Company as are commensurate and consistent with his employment in the position or positions to which clause (i) of this sentence refers. The Employee also will have such additional powers, authority, functions, duties and responsibilities as the chief executive officer of the Company or his delegate may assign to him from time to time; provided that, without the Employee's written consent, those additional powers, authority, functions, duties and responsibilities must not be inconsistent or interfere with, or detract from, those herein vested in, or otherwise then being performed for the Company by, the Employee. (b) The Employee will not, at any time during his Employment, engage in any other activities unless those activities do not interfere materially with the Employee's duties and 7

responsibilities to the Company at that time, except that the Employee will be entitled, subject to the provisions of Section 7, (i) to continue with such activities as the Employee has carried on prior to the Effective Date, including making and managing his personal investments and participating in other business or civic activities and (ii) to serve on corporate or other business, civic or charitable boards or committees and trade association or similar boards or committees. Section 3. TERM OF EMPLOYMENT. Subject to the provisions of Section 5, the term of the Employee's Employment will be for an initial term of three years, provided that, beginning on the second anniversary of the Effective Date, the term of the Employee's Employment will be for a continually renewing term of one year commencing on that anniversary date and renewing each day thereafter for an additional day without any further action by either the Company or the Employee until an event has occurred as described in, or one of the parties has made an appropriate election pursuant to, Section 5. After the Termination Date has occurred and the Company has paid to the Employee all the applicable amounts Section 5 provides the Company will pay as a result of the termination of the Employee's Employment, including all amounts accruing during the Part-time Employment Period, if any, this Agreement will terminate and have no further force or effect, except that Sections 8, 9 and 10 will survive that termination indefinitely and Section 7 will survive for the period of time it specifies. Section 4. COMPENSATION. (a) BASE SALARY. A Base Salary will be payable to the Employee by the Company as a guaranteed minimum annual amount hereunder for each Compensation Year during the period from the Effective Date to the first to occur of the Part-time Employment Effective Date or the Termination Date. The Company will pay that Base Salary in the intervals consistent with its normal payroll schedules, and that Base Salary will be payable initially at the annual rate of $200,000 and will be increased (but not decreased or adjusted other than as Section 5 provides) as follows: (i) on the first and each subsequent anniversary of the Effective Date, by the amount equal to the product of (A) the annual rate of that Base Salary as in effect immediately prior to that anniversary multiplied by (B) the percentage increase (if any) in the CPI for the 12-month period immediately preceding that anniversary; and (ii) on the first and each subsequent anniversary of the Effective Date or at any other time, by such additional amount (if any) the Compensation Committee in its sole discretion may determine or approve, as evidenced by the written minutes or records of the Compensation Committee and its written notices of those determinations or approvals to the Employee. Effective as of the Part-time Employment Effective Date, the Base Salary theretofore in effect will be adjusted as Section 5(e) provides. (b) OTHER COMPENSATION. The Employee will be entitled to participate in all Compensation Plans from time to time in effect while he remains on Active Status, regardless of 8

whether the Employee is an Executive Officer. All awards to the Employee under all Incentive Plans will take into account the Employee's positions with and duties and responsibilities to the Company and its subsidiaries. Section 5. TERMINATION OF EMPLOYMENT AND ITS CONSEQUENCES. (A) TERMINATION BY THE COMPANY. (i) The Company will be entitled, if acting at the direction of the Required Board Majority, to terminate the Employee's Employment (A) at any time for Type I Cause or (B) at any time prior to the Part-time Employment Effective Date for (1) Type II Cause or (2) any Business Reason. The Company's termination of the Employee's Employment for Cause will be effective on the date the Company delivers a Notice of Termination for Cause to the Employee pursuant to this Section 5(a)(i) (together, in the case of a termination for Type II Cause, with the certified resolution to which clause (ii) of the definition herein of Cause refers), while the Company's termination of the Employee's Employment for a Business Reason will be effective on the later of (A) the third anniversary of the Effective Date and (B) first anniversary of the date the Company delivers a Notice of Termination for a Business Reason to the Employee pursuant to this Section 5(a)(i). (ii) If the Company terminates the Employee's Employment for Cause, the Company promptly thereafter, and in any event within five business days thereafter, will pay the Employee his Base Salary to and including the Termination Date and the amount of all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon), in each case to the extent not theretofore paid, and, when that payment is made, the Company will, notwithstanding Section 3, have no further or other obligations hereunder to the Employee. (iii) If the Company terminates the Employee's Employment for a Business Reason, the respective rights and obligations of the Company and the Employee during the Part-time Employment Period will be as Section 5(e) sets forth. (b) TERMINATION BY THE EMPLOYEE. (i) The Employee will be entitled to terminate his Employment (A) for a Good Reason at any time within 180 days after the facts or circumstances constituting that Good Reason first exist and are known to the Employee, (B) Without Good Reason at any time or (C) by reason of his Retirement. The Employee's termination of his Employment for Good Reason will be effective on the later of (A) the third anniversary of the Effective Date and (B) the first anniversary of the date the Employee delivers a Notice of Termination for Good Reason to the Company. The Employee's termination of his Employment Without Good Reason or by reason of his Retirement will be effective on the 30th day following the Employee's delivery of a Notice of Termination Without Good Reason or by reason of his Retirement. (ii) If the Employee terminates his Employment for Good Reason, the respective rights and obligations of the Company and the Employee during the Part-time Employment Period will be as Section 5(e) sets forth. 9

(iii) If the Employee terminates his Employment Without Good Reason or by reason of his Retirement, the Company will pay to the Employee, in a cash lump sum within 10 business days after the Termination Date, the amount equal to the sum of (A) the portion of the Base Salary to and including the Termination Date which has not yet been paid, (B) all compensation the Employee has previously deferred (together with any accrued interest and earnings thereon) which has not yet been paid and (C) any accrued but unpaid vacation pay. (c) TERMINATION BY REASON OF DISABILITY. If the Employee incurs any Disability while on Active Status, either the Employee or the Company may terminate the Employee's Employment effective on the first anniversary of the date the Nonterminating Party receives a Notice of Termination from the Terminating Party pursuant to this Section 5(c). If the Employee's Employment terminates by reason of the Employee's Disability, the respective rights and obligations of the Company and the Employee during the Part-time Employment Period will be as Section 5(e) sets forth. (d) TERMINATION OF EMPLOYMENT BY DEATH. The Employee's Employment will terminate automatically at the time of his death. If the Employee's Employment terminates by reason of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicable. (e) EMPLOYEE'S RIGHTS DURING THE PART-TIME EMPLOYMENT PERIOD. (i) The Company will pay the Employee a Base Salary, in the intervals consistent with its normal payroll schedules, during the Part-time Employment Period in the amounts determined from time to time as follows: Effective as of the Part-time Employment Effective Date, the Base Salary payable by the Company to the Employee for the Part-time Employment Period will be as follows: 10

(A) (1) if the Part-time Employment Effective Date occurs as a result of the receipt by the Nonterminating Party of a Notice of Termination for a Business Reason or a Notice of Termination for Good Reason, the amount equal to the Average Annual Cash Compensation of the Employee determined as of the Part-time Employment Effective Date; and (2) if the Part-time Employment Effective Date occurs as a result of the receipt by the Nonterminating Party of a Notice of Termination for Disability, the amount equal to the amount by which (a) the Average Annual Cash Compensation of the Employee determined as of the Part-time Employment Effective Date exceeds (b) the aggregate amount of periodic payments the Employee receives during the 12 months beginning on that date under Compensation Plans then in effect and providing for those payments to the Employee solely as a result or on account of disability; and (B) on each anniversary of the Effective Date which occurs during the Part-time Employment Period, if any, the Base Salary payable pursuant to this Section 5(e) will be increased by the amount equal to the product of (1) the annual rate of that Base Salary as in effect immediately prior to that anniversary multiplied by (2) the percentage increase (if any) in the CPI for the 12-month period immediately preceding that anniversary. (ii) The Employee will continue to participate in all Compensation Plans from time to time in effect during the Part-time Employment Period, provided, however, that: (A) the Employee will not be entitled to receive any new award or grant under any Incentive Plan, and any such new award or grant will be at the sole discretion of the Compensation Committee or the Board, as applicable, with respect to that Incentive Plan; and (B) if (1) the terms of any such plan preclude the Employee's continued participation therein or (2) his continued participation in any such plan would or reasonably could be expected to disqualify that plan under the Code, the Employee will not be entitled to participate in that plan, but the Company instead will provide the Employee with the after-tax equivalent of the benefits that would have been provided to the Employee were he a participant in that plan. For purposes of determining eligibility (including years of service) for retirement benefits payable under any Compensation Plan, the Employee will be deemed to have retired at the Termination Date. (iii) Subject to the provisions of Section 7, the Employee will not be (A) prevented from accepting other employment or engaging in (and devoting substantially all his time to) other business activities or (B) required to perform any regular duties for the Company (except to provide such services consistent with the Employee's educational background, experience and prior positions with the Company as may be acceptable to the Employee) or to seek or accept additional employment with any other Person. If the Employee, at his discretion, accepts any such additional employment or engages in any such other business activity, there will be no offset, reduction or effect on any rights, benefits or payments to which the Employee is entitled pursuant to this Agreement. Furthermore, the Employee will have no obligation to account for, remit, rebate or pay over to the Company any compensation or other amounts he earns or derives in connection with such additional employment or business activity. The Employee will, however, make himself generally available for special projects or to consult with the Company and its employees at such times and 11

at such places as the Company may reasonably request on terms that are reasonably satisfactory to the Employee and consistent with the Employee's regular duties and responsibilities in the course of his then new occupation or other employment, if any. (f) RETURN OF PROPERTY. On termination of the Employee's Employment, however brought about, the Employee (or his representatives) will promptly deliver and return to the Company all the Company's property that is in the possession or under the control of the Employee (or those representatives). (g) STOCK OPTIONS. Notwithstanding any other provision of this Agreement to the contrary: (i) except in the case of a termination of the Employee's Employment by the Company for Cause or by the Employee Without Good Reason at any time while on Active Status, all stock options previously granted to the Employee under Incentive Plans that have not been exercised and are outstanding as of the time immediately prior to the Termination Date will, notwithstanding any contrary provision of any applicable Incentive Plan, remain outstanding (and continue to become exercisable pursuant to their respective terms) until exercised or the expiration of their term, whichever is earlier; (ii) in the case of a termination of the Employee's Employment by the Employee Without Good Reason at any time while on Active Status, all stock options previously granted to the Employee under Incentive Plans that have not been exercised and are outstanding and exercisable as of the time immediately prior to the Termination Date will, notwithstanding any contrary provision of any applicable Incentive Plan, remain outstanding and continue to be exercisable until exercised or the date that is 90 days after the Termination Date, whichever is earlier, whereupon, those options will expire; and (iii) in the case of a termination of the Employee's Employment by the Company for Cause at any time while the Employee is on Active Status, all stock options previously granted to the Employee under Incentive Plans will expire on the Termination Date. No stock option previously granted to the Employee under any Incentive Plan will, notwithstanding any contrary provision of that Incentive Plan, expire or fail to become exercisable or, if exercisable, cease to be exercisable by reason of either (i) the occurrence of the Employee's Part-time Employment Effective Date or (ii) the Employee's service during the Part-time Employment Period being less than full-time. (h) NO CONSTRUCTIVE TERMINATION. Except in the case of a termination of the Employee's Employment which results from the Employee's death, no termination of the Employee's Employment will be effective for any purpose hereunder unless the Terminating Party delivers a Notice of Termination to the Nonterminating Party. An offer by the Employee to resign from an office or the Board or otherwise to step aside will not, whether in writing or oral, constitute a Notice of Termination by the Employee. Section 6. OTHER EMPLOYEE RIGHTS (a) PAID VACATION AND Holidays. The Employee will be entitled to not less than five weeks of annual vacation and all legal holidays during which times his applicable compensation will be paid in full. 12

(b) BUSINESS EXPENSES. The Employee is authorized to incur, and will be entitled to receive prompt reimbursement for, all reasonable expenses the Employee incurs in performing his duties and carrying out his responsibilities hereunder, including (i) business meals and entertainment and travel expenses and (ii) mileage reimbursements in accordance with the Company's automobile expense reimbursement policy as in effect at the time those expenses are incurred, provided that the Employee complies with the applicable policies, practices and procedures of the Company relating to the submission of expense reports, receipts or similar documentation of those expenses. The Company will either pay directly or promptly reimburse the Employee for those expenses not more than 30 days after the submission to the Company by the Employee from time to time of an itemized accounting of those expenses for which direct payment or reimbursement is sought. Unpaid reimbursements after that 30-day period will accrue interest in accordance with Section 9(i). (c) NO FORCED RELOCATION. The Employee will not be required to move his principal place of residence from the metropolitan San Jose, California area or to perform regular duties that could reasonably be expected to require either such move against his wish or his spending amounts of time each week outside the metropolitan San Jose, California area which are unreasonable in relation to the duties and responsibilities of the Employee hereunder, and the Company agrees that, if it requests the Employee to make such a move and the Employee declines that request, that declination will not constitute any basis for a determination that Type II Cause exists. Section 7. COVENANT NOT TO COMPETE. (a) The Employee recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market. (b) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any 13

breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Employee prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (c) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employee. (d) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 7 provides and the Employee's covenant not to engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to this Section 7 is designed to enforce the Employee's consideration (or return promises) including the Employee's promise in Section 8 to not disclose Confidential Information. Section 8. CONFIDENTIAL INFORMATION. The Employee acknowledges that he has had and will continue to have access to various Confidential Information. The Employee agrees, therefore, that he will not at any time, either while employed by the Company or afterwards, make any independent use of, or disclose to any other person (except as authorized by the Company) any Confidential Information. Confidential Information will not include (a) information that becomes known to the public generally through no fault of the Employee, (b) information required to be disclosed by law or legal process or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (b), the Employee will give prior written notice thereof to the Company and provide the Company with the opportunity to contest that requirement, or (c) the Employee reasonably believes that disclosure is required in connection with the defense of a lawsuit against the Employee. In the event of a breach or threatened breach by the Employee of the provisions of this Section 8 with respect to any Confidential Information, the Company will be entitled to a temporary restraining order and a preliminary and permanent injunction (without the necessity of posting any bond in connection 14

therewith) restraining the Employee from disclosing, in whole or in part, that Confidential Information. Nothing herein will be construed as prohibiting the Company from pursuing any other available remedy for that breach or threatened breach, including the recovery of damages. Section 9. GENERAL PROVISIONS. (a) SEVERABILITY. If any one or more of the provisions of this Agreement shall, for any reason, be held or found by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, (i) that invalidity, illegality or unenforceability will not affect any other provisions of this Agreement and (ii) this Agreement will be construed as if that invalid, illegal or unenforceable provision had never been contained herein (except that this clause (ii) will not prohibit any modification allowed under Section 7(b)). (b) NONEXCLUSIVITY OF RIGHTS. Nothing herein will prevent or limit the Employee's continuing or future participation in any Compensation Plan or, subject to Section 9(k), limit or otherwise affect such rights as the Employee may have under any other contract or agreement with the Company. Vested benefits and other amounts to which the Employee is or becomes entitled to receive under any Compensation Plan on or after the Termination Date will be payable in accordance with that Compensation Plan, except as expressly modified hereby. (c) SUCCESSORS. (i) This Agreement is personal to the Employee and, without the prior written consent of the Company, is not assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement will inure to the benefit and be enforceable by the Employee's legal representatives (including any duly appointed guardian) acting in their capacities as such pursuant to applicable law. (ii) This Agreement will inure to the benefit of and be binding on the Company and its successors and assigns. If, at any time prior to the Termination Date, the Employee is not an Executive Officer, the Company will be entitled to assign all its obligations hereunder to a subsidiary of the Company and treat the Employee as an employee of that subsidiary for all purposes, but the Company will remain liable for the full, timely performance of all the obligations so assigned as if the assignment had not been made. (iii) The Company will require any successor (direct or indirect and whether by purchase, merger, consolidation, share exchange or otherwise) to the business, properties and assets of the Company substantially as an entirety expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would have been required to perform it had no such succession taken place. (d) AMENDMENTS; WAIVERS. This Agreement may not be amended or modified except (i) by a written agreement executed and delivered by the parties hereto or their respective successors or legal representatives acting in their capacities as such pursuant to applicable law or (ii) pursuant to the provisions of Section 7(b) or 9(a). 15

(e) NOTICES. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed delivered and received (i) if personally delivered or if delivered by telex, telegram, facsimile or courier service, when actually received by the party to whom the notice or communication is sent or (ii) if delivered by mail (whether actually received or not), at the close of business on the third business day (in the location where the Company then has its principal executive offices) next following the day when placed in the mail, postage prepaid, certified or registered, addressed to the appropriate party or parties at the address of that party set forth below (or at such other address as that party may designate by written notice to the other party in accordance herewith): (A) if to the Employee, addressed as follows: William T. Albanese 17070 Lon Road Los Gatos, California 95033 Facsimile: [(408) 294-3162] (B) if to the Company, addressed as follows: U.S. Concrete, Inc. 1360 Post Oak Blvd., Suite 800 Houston, Texas 77065 Attn: Corporate Secretary Facsimile: (713) 350-6001 (f) NO WAIVER. The failure of the Company or the Employee to insist on strict compliance with any provision of, or to assert any right under, this Agreement (including the right of the Employee to terminate his Employment for Good Reason) will not be deemed a waiver of that provision or of any other provision of or right under this Agreement. (G) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO ANY PRINCIPLES OF CONFLICTS OF LAWS. (h) HEADINGS. The headings of Sections and subsections hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. (i) INTEREST. If any amounts required to be paid or reimbursed to the Employee hereunder are not so paid or reimbursed at the times provided herein (including amounts required to be paid by the Company pursuant to Sections 6 and 10, those amounts will accrue interest compounded daily at the annual percentage rate equal to the interest rate shown as the Prime Rate in the Money Rates column in the then most recently published edition of THE WALL STREET JOURNAL, 16

or, if that rate is not then so published on at least a weekly basis, the interest rate announced by The Chase Manhattan Bank (or its successor), from time to time, as its Base Rate (or prime lending rate), from the date those amounts were required to have been paid or reimbursed to the Employee until those amounts are finally and fully paid or reimbursed; provided, however, that in no event will the amount of interest contracted for, charged or received hereunder exceed the maximum non-usurious amount of interest allowed by applicable law. (j) TAX WITHHOLDING. Notwithstanding any other provision hereof, the Company may withhold from amounts payable hereunder all Federal, state, local and foreign taxes that applicable laws or regulations require it to withhold. (k) ENTIRE AGREEMENT. The Company and the Employee agree that this Agreement supersedes all prior written and oral agreements between them with respect to the employment of the Employee by the Company, but has no effect on any Compensation Plan in which the Employee was participating prior to the Effective Date. (l) EFFECTIVE DATE. This Agreement will become effective on IPO Closing Date (the "Effective Date"). Section 10. PAYMENT OF EXPENSES; RESOLUTION OF DISPUTES. (A) PAYMENT OF EXPENSES. If at any time during the term hereof or afterwards: (i) there should exist a dispute or conflict between the Employee and the Company or another Person as to the validity, interpretation or application of any term or condition hereof, or as to the Employee's entitlement to any benefit intended to be bestowed hereby, which is not resolved to the satisfaction of the Employee, (ii) the Employee must (A) defend the validity of this Agreement or (B) contest any determination by the Company concerning the amounts payable (or reimbursable) by the Company to the Employee or (iii) the Employee must prepare responses to an Internal Revenue Service ("IRS") audit of, or otherwise defend, his personal income tax return for any year the subject of any such audit, or an adverse determination, administrative proceedings or civil litigation arising therefrom that is occasioned by or related to an audit by the IRS of the Company's income tax returns, then the Company hereby unconditionally agrees: (1) on written demand of the Company by the Employee, to provide sums sufficient to advance and pay on a current basis (either by paying directly or by reimbursing the Employee) not less than 30 days after a written request therefor is submitted by the Employee, the Employee's reasonable out-of-pocket costs and expenses (including reasonable attorney's fees) the Employee incurs in connection with any such matter; (2) the Employee will be entitled, on application to any court of competent jurisdiction, to the entry of a mandatory injunction without the necessity of posting any bond with respect thereto which compels the Company to pay or advance such costs and expenses on a current basis; and (3) the Company's obligations under this Section 10(a) will not be affected if the Employee is not the prevailing party in the final resolution of any such matter. (b) RESOLUTION OF DISPUTES. If a dispute of any type referred to in Section 10(a) arises between the Company and the Employee and they fail to resolve that dispute by direct 17

negotiation, the Company and the Employee agree that the next step taken to resolve that dispute, prior to either party initiating any litigation to resolve that dispute (not including any litigation that may be required to enforce the Employee's rights to the payment or advancement of expenses and legal fees on a current basis pursuant to Section 10(a)) will be to submit the dispute to an agreed Alternative Dispute Resolution ("ADR") process, to which process the parties will strive diligently in good faith to agree within 10 business days after either party has given written notice to the other party that it is unable to concur in the other party's final proposed negotiated resolution of the dispute. If the Company and the Employee are unable to agree in writing to an acceptable ADR process within that 10-business day period, then the parties will submit to a mandatory ADR process by making joint application to the then Chief United States Federal District Judge in the federal district in which the Company then has its principal executive offices for the selection of an ADR process for the parties. The parties will diligently in good faith participate in the ADR process that judge chooses. If the parties are unable to resolve their dispute after diligent good faith participation in the ADR process, then either party will be free to initiate such litigation as that party deems appropriate under the circumstances. Under no circumstances will the Employee be obligated to pay for the cost of any ADR process or to pay or reimburse the Company for any attorneys' fees, costs or other expenses the Company incurs in connection with any process undertaken by the Employee to resolve disputes under this Agreement. This Section 10 uses the term "Employee" to include, if the Employee has died or become incompetent as a matter of applicable law, the Employee's legal representative acting in his capacity as such under applicable law. 18

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year indicated above. U.S. CONCRETE, INC. By: ___________________________________ Eugene P. Martineau President and Chief Executive Officer EMPLOYEE ________________________________________ William T. Albanese 19

                                                                    EXHIBIT 10.5

                             EMPLOYMENT AGREEMENT


            THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
the Effective Date (as defined herein) by and between U.S. Concrete, Inc., a
Delaware corporation (the "Company"), and Michael D. Mitschele (the "Employee").

                             PRELIMINARY STATEMENT

            In entering into this Agreement, the Company desires to provide the
Employee with substantial incentives to serve the Company without distraction or
concern over minimum compensation, benefits or tenure, to develop and implement
the Company's initial development plan and thereafter to assist in the
management of the Company's future growth and development and the maximization
of the returns to the Company's stockholders.

            NOW, THEREFORE, in consideration of the foregoing and the mutual
provisions contained herein, and for other good and valuable consideration, the
parties hereto agree with each other as follows:

            Section 1. CERTAIN DEFINED TERMS. (a) The following terms this
Agreement uses have the respective meanings this Section 1(a) assigns to them:

            "Acquired Business" means Baer Concrete, Incorporated.

            "Active Status" means the Employee's Employment status from the
      Effective Date to and including the first to occur of (i) the Part-time
      Employment Effective Date or (ii) the Termination Date.

            "Annual Cash Compensation" of the Employee for any Compensation Year
      means the salary the Employee earns during that Compensation Year,
      including all amounts of salary the Employee earns during that
      Compensation Year and elects to (i) defer, whether pursuant to a
      Compensation Plan intended to qualify as a plan under Code Section 401(k)
      or otherwise, and (ii) forego pursuant to a Compensation Plan under which
      the Employee may receive Common Stock or any other form of noncash
      compensation in lieu of that salary. For purposes of this definition, any
      form of noncash compensation will be valued at its fair market value at
      the time that compensation is awarded, earned or paid, as the case may be.

            "Average Annual Cash Compensation" of the Employee means, as of the
      Part-time Employment Effective Date, the average of (i) the Annual Cash
      Compensation the Employee has earned in each of the two Compensation Years
      next preceding that date or, if less than

                                      1

two Compensation Years have occurred prior to that date and since the Effective Date, (ii) the Annual Cash Compensation in each whole Compensation Year, if any, and, restated on an annualized basis, the Annual Cash Compensation in each partial Compensation Year (up to a maximum of two partial Compensation Years) next preceding the Part-time Employment Effective Date. "Base Salary" means: (i) prior to the Part-time Employment Effective Date, the guaranteed minimum annual salary payable by the Company to the Employee pursuant to Section 4(a); and (ii) on and after the Part-time Employment Effective Date, the guaranteed minimum annual salary payable by the Company to the Employee pursuant to Section 5(e). "Board" means the entire Board of Directors of the Company. "Business Reason" for the Company's termination of the Employee's Employment means any lawful reason other than Cause. "Cause" for the Company's termination of the Employee's Employment means: (i) the Employee's conviction of a felony crime (or the Employee's entering of a plea of NOLO CONTENDERE to any charge against him of a felony crime) of any kind; or (ii) the Employee's continuing failure to substantially perform his duties and responsibilities hereunder (except by reason of the Employee's incapacity attributable to physical or mental illness or injury) for a period of 20 days after the Required Board Majority has delivered to the Employee a written demand for substantial performance hereunder which specifically identifies the bases for the Required Board Majority's determination that the Employee has not substantially performed his duties and responsibilities hereunder (that period being the "Grace Period"); provided, that for purposes of this clause (ii), the Company will not have Cause to terminate the Employee's Employment unless (A) at a meeting of the Board called and held following the Grace Period in the city in which the Company's principal executive offices are located of which the Employee was given not less than 10 days' prior written notice and at which the Employee was afforded the opportunity to be represented by counsel, appear and be heard, the Required Board Majority adopts a written resolution which (1) sets forth the Required Board Majority's determination that the failure of the Employee to substantially perform his duties and responsibilities hereunder has (except by reason of his incapacity attributable to physical or mental illness or injury) continued past the Grace Period and (2) specifically identifies the bases for that determination and (B) the Company, at the written direction of the Required Board Majority, delivers to the Employee a Notice of Termination for Cause to which a copy of that resolution, certified as being true and correct by the secretary or any assistant secretary of the Company, is attached. Cause of the type referred to in clause (i) of the preceding sentence is a "Type I Cause," while Cause of the type referred to in clause (ii) of the preceding sentence is a "Type II Cause." "Code" means the Internal Revenue Code of 1986. 2

"Common Stock" means the common stock of the Company. "Company" means (i) U.S. Concrete, Inc., a Delaware corporation, and (ii) any Person that assumes the obligations of "the Company" hereunder, by operation of law, pursuant to Section 9(c)(iii) or otherwise. "Compensation Plan" means any compensation arrangement, plan, policy, practice or program the Company or any subsidiary of the Company establishes, maintains or sponsors, or to which the Company or any subsidiary of the Company contributes, on behalf of two or more Executive Officers (including, for this purpose, any member of the family of any Executive Officer), (i) including (A) any "employee pension benefit plan" (as defined in ERISA Section 3(2)) or other "employee benefit plan" (as defined in ERISA Section 3(3)), (B) any other retirement or savings plan, including any supplemental benefit arrangement relating to any plan intended to be qualified under Code Section 401(a) or whose benefits the Code or ERISA limits, (C) any "employee welfare plan" (as defined in ERISA Section 3(1)), (D) any arrangement, plan, policy, practice or program providing for severance pay, deferred compensation or insurance benefit and (E) any Incentive Plan, but (ii) excluding any compensation arrangement, plan, policy, practice or program to the extent it provides for annual base salary. "Compensation Committee" means the committee of the Board to which the Board has delegated duties respecting the compensation of Executive Officers and the administration of Incentive Plans, if any, intended to qualify for the Rule 16b-3 exemption under the Securities Exchange Act of 1934. "Compensation Year" means a calendar year. "Confidential Information" means, with respect to the Company or any subsidiary of the Company, all trade secrets and other confidential, nonpublic and/or proprietary information of that Person, including information derived from reports, investigations, research, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, capital expenditure projects, cost summaries, pricing formulae, contract analyses, financial information, projections, present and future business plans, confidential filings with any governmental authority and all other confidential, nonpublic concepts, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of that Person. "CPI" means for any period the Consumer Price Index for All Urban Consumers, All Items, 1982-84 = 100, U.S. City Average, as published by the United States Department of Labor, Bureau of Labor Statistics (or its successor) for that period. "Disability" of the Employee means the Employee has been determined (which determination will be final and binding on all Persons, absent manifest error), as a result of 3

a physical or mental illness or personal injury he has incurred (including illness or injury resulting from any substance abuse), by a Qualified Physician (who may be the doctor treating or otherwise acting as the Employee's doctor in connection with the illness or injury in question) selected by the Employee, or by the Company at its expense, to be unable to perform, at the time of that determination and, in all reasonable medical likelihood, indefinitely thereafter, the normal duties then most recently assigned, under and in accordance with the terms hereof, to the Employee while on Active Status; provided that the determination whether the Employee has incurred a Disability will be made by a majority of three Qualified Phy