S-4

As filed with the Securities and Exchange Commission on November 21, 2006

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

U.S. Concrete, Inc.

(Exact name of registrant as specified in its charter)

See ‘‘Table of Additional Registrant Guarantors” on the following page for information

relating to the subsidiary guarantors of the subordinated notes registered hereby.

Delaware	3272	76-0586680
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2925 Briarpark, Suite 1050 Houston, Texas 77042 (713) 499-6200	Curt M. Lindeman General Counsel U.S. Concrete, Inc. 2925 Briarpark, Suite 1050 Houston, Texas 77042 (713) 499-6200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service for registrant)

Copy to:

Ted W. Paris

Baker Botts L.L.P.

One Shell Plaza

910 Louisiana Street, Suite 3000

Houston, Texas 77002

(713) 229-1234

Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable following the effectiveness of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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.  o

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.  o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount	Offering	Aggregate	Registration
Securities to be Registered	to be Registered	Price per Note(1)	Offering Price(1)	Fee
83/8% Senior Subordinated Notes due 2014	$85,000,000	100%	$85,000,000	$9,095
Guarantees of 83/8% Senior Subordinated Notes due 2014	—	—	—	(2)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 457(n) of the Securities Act, no separate registration fee is payable for the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

		Primary
	State or Other	Standard
Exact Name As	Jurisdiction of	Industrial		IRS Employer
Specified in its	Incorporation of	Classification		Identification
Charter	Organization	Code Number		Number
Alliance Haulers, Inc.	Texas		3272		75-2683236
Alberta Investments, Inc.	Texas		3272		75-1941497
American Concrete Products, Inc.	California		3272		94-2623187
Atlas-Tuck Concrete, Inc.	Oklahoma		3272		73-0741542
Beall Concrete Enterprises, Ltd.	Texas		3272		76-0643536
Beall Industries, Inc.	Texas		3272		75-2052872
Beall Management, Inc.	Texas		3272		75-2879839
Builders’ Redi-Mix, LLC	Delaware		3272		68-0539884
B.W.B., Inc. of Michigan	Delaware		3272		76-0616244
Central Concrete Corp.	Delaware		3272		76-0630676
Central Concrete Supply Co., Inc.	California		3272		94-1181859
Central Precast Concrete, Inc.	California		3272		94-1459358
Concrete XXXI Acquisition, Inc.	Delaware		3272		20-4166002
Concrete XXXII Acquisition, Inc.	Delaware		3272		20-4166055
Concrete XXXIII Acquisition, Inc.	Delaware		3272		20-4166120
Concrete XXXIV Acquisition, Inc.	Delaware		3272		20-4166167
Concrete XXXV Acquisition, Inc.	Delaware		3272		20-4166206
Concrete XXXVI Acquisition, Inc.	Delaware		3272		20-4166240
Eastern Concrete Materials, Inc.	New Jersey		3272		22-1521165
Ingram Enterprises, L.P.	Texas		3272		75-2823981
Ingram Enterprises Management, Inc.	Texas		3272		75-2818718
Kurtz Gravel Company	Michigan		3272		38-1565952
Ready Mix Concrete Company of Knoxville	Delaware		3272		76-0616376
Redi-Mix Concrete, L.P.	Texas		3272
Redi-Mix G.P., LLC	Texas		3272
Redi-Mix, L.P.	Texas		3272		75-2523982
Redi-Mix Management, Inc.	Texas		3272		75-2818720
San Diego Precast Concrete, Inc.	Delaware		3272		76-0616282
Sierra Precast, Inc.	California		3272		94-2274227
Smith Pre-Cast, Inc.	Delaware		3272		76-0630673
Superior Concrete Materials, Inc.	District of Columbia		3272		52-1046503
Superior Materials, Inc.	Michigan		3272		38-1610118
Titan Concrete Industries, Inc.	Delaware		3272		76-0616374
U.S. Concrete On-Site, Inc.	Delaware		3272		76-0630662
USC Atlantic, Inc.	Delaware		3272		76-0630666
USC GP, Inc.	Delaware		3272		76-0608060
USC Management Co., L.P.	Texas		3272		76-0608062
USC Michigan, Inc.	Delaware		3272		76-0630672
USC Payroll Inc.	Delaware		3272		76-0630665
Wyoming Concrete Industries, Inc.	Delaware		3272		76-0630668

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, DATED NOVEMBER 21, 2006

PROSPECTUS

U.S. Concrete, Inc.

$85,000,000

Offer to Exchange

83/8% Senior Subordinated Notes due 2014

for

All Outstanding

83/8% Senior Subordinated Notes due 2014

Issued on July 5, 2006

The new notes:

•  will be freely tradeable;

•  are otherwise substantially identical to the outstanding notes issued on July 5, 2006;

•  will accrue interest at 83/8% per annum, payable semi-annually in arrears on each April 1 and October 1, beginning April 1, 2007;

•  will be our senior subordinated unsecured obligations and will rank equally with all of our other outstanding 83/8% Senior Subordinated Notes due 2014;

•  will not be listed on any securities exchange or on any automated dealer quotation system but may be sold in the over-the-counter market, in negotiated transactions or through a combination of those methods; and

•  will be guaranteed by each of our subsidiary guarantors, with each subsidiary guarantee being a senior subordinated unsecured obligation of the applicable subsidiary guarantor.

The exchange offer:

•  expires at 5:00 p.m., New York City time, on          , 2007, unless extended; and

•  is not conditioned on any minimum aggregate principal amount of outstanding notes being tendered.

In addition, you should note that:

•  you may withdraw tenders of outstanding notes any time before the expiration of the exchange offer;

•  the exchange of outstanding notes for new notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes; and

•  the exchange offer is subject to customary conditions, which we may waive in our sole discretion.

You should consider carefully the risk factors beginning on page 10 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the new notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2006.

This prospectus incorporates important business and financial information about us from documents that are not included in or delivered with this prospectus. See “Where You Can Find More Information” beginning on page 81 of this prospectus. This information is available to holders of the notes without charge upon written or oral request directed to U.S. Concrete, Inc., Attention: Investor Relations, 2925 Briarpark, Suite 1050, Houston, Texas 77042, Telephone: (713) 499-6200. To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than          , 2007, which is five days before the exchange offer will expire at 5:00 p.m., New York City time, on          , 2007.

TABLE OF CONTENTS

	Page
Forward-Looking Information		i
Prospectus Summary		1
Risk Factors		10
Use of Proceeds		20
The Exchange Offer		21
Description of the New Notes		31
Certain United States Federal Income Tax Considerations		75
Plan of Distribution		79
Legal Matters		81
Independent Registered Public Accounting Firm		81
Where You Can Find More Information		81
Articles of Incorporation of Alliance Haulers, Inc.
Articles of Amendment of Alliance Haulers, Inc.
Amended and Restated Bylaws of Alliance Haulers, Inc.
Amended and Restated Articles of Incorporation of Alberta Investments, Inc.
Bylaws of Alberta Investments, Inc.
Certificate of Amendment to Bylaws of Alberta Investments, Inc.
Certificate of Amendment to Bylaws of Alberta Investments, Inc.
Certificate of Amendment to Builders' Redi-Mix, LLC.
Certificate of Incoporation of Concrete XXXI Acquisition, Inc.
Bylaws of Concrete XXXI Acquisition, Inc.
Certificate of Incorporation of Concrete XXXII Acquisition, Inc.
Bylaws of Concrete XXXII Acquisition, Inc.
Certificate of Incorporation of Concrete XXXIII Acquisition, Inc.
Bylaws of Concrete XXXIII Acquisition, Inc.
Certificate of Incorporation of Concrete XXXIV Acquisition, Inc.
Bylaws of Concrete XXXIV Acquisition, Inc.
Certificate of Incorporation of Concrete XXXV Acquisition, Inc.
Bylaws of Concrete XXXV Acquisition, Inc.
Certificate of Incorporation of Concrete XXXVI Acquisition, Inc.
Bylaws of Concrete XXXVI Acquisition, Inc.
Articles of Conversion of Ingram Enterprises, L.P.
Certificate of Limited Partnership of Ingram Enterprises, L.P.
Certificate of Merger of Ingram Enterprises, L.P.
Agreement of Limited Partnership of Ingram Enterprises, L.P.
Articles of Incorporation of Ingram Enterprises Management, Inc.
Bylaws of Ingram Enterprises Management, Inc.
Articles of Incorporation of Kurtz Gravel Company
Certificate of Incorporation of Stock of Kurtz Gravel Company
Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company
Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company
Amended and Restated Bylaws of Kurtz Gravel Company
Certificate of Limited Partnership of Redi-Mix Concrete, L.P.
Agreement of Limited Partnership of Redi-Mix Concrete, L.P.
Articles of Organization of Redi-Mix G.P., LLC
Regulations of Redi-Mix G.P., LLC
Articles of Conversion of Redi-Mix, L.P.
Certificate of Limited Partnership of Redi-Mix, L.P.
Agreement of Limited Partnership of Redi-Mix, L.P.
Articles of Incorporation of Redi-Mix Management, Inc.
Bylaws of Redi-Mix Management, Inc.
Certificate of Merger of Superior Materials, Inc.
Certificate of Incorporation of U.S. Concrete On-Site, Inc.
Certificate of Amendment of U.S. Concrete On-Site, Inc.
Bylaws of U.S. Concrete On-Site, Inc.
Certificate of Incorporation of USC Payroll Inc.
Certificate of Amendment of USC Payroll Inc.
Bylaws of USC Payroll Inc.
Consent of Independent Registered Public Accounting Firm

Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The letter of transmittal attached as an exhibit to the registration statement of which this prospectus forms a part states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the date of the completion of the exchange offer to which this prospectus relates and ending on the close of business one year after the completion date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

FORWARD-LOOKING INFORMATION

This prospectus, including information we incorporate by reference, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify our forward-looking statements by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” or other words that convey the uncertainty of future events or outcomes. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus.

The forward-looking statements are not guarantees of future performance, and we caution you not to rely unduly on them. We have based many of these forward-looking statements on our current expectations and assumptions about future events, which may prove to be inaccurate. Although our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. These risks, contingencies and uncertainties relate to, among other matters, the following:

•  our acquisition and national operating strategies;

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•  the effects on our business of our recently completed acquisition of Alberta Investments, Inc. and Alliance Haulers, Inc.;

•  our ability to integrate the businesses we acquire;

•  our ability to obtain the capital necessary to finance our growth strategies;

•  the availability of qualified personnel;

•  the trends we anticipate in the ready-mixed concrete industry and in our business;

•  the level of activity in the construction industry generally and in our local markets for ready-mixed concrete;

•  the cost of capital, including the interest expense associated with our outstanding borrowings, which is tied in part to market interest rates;

•  our ability to maintain compliance with the covenants under the documents relating to our outstanding indebtedness;

•  the highly competitive nature of our business;

•  changes in, or our ability to comply with, governmental regulations, including those relating to the environment;

•  our labor relations and those of our suppliers of cement and aggregates;

•  the level of funding allocated by the United States government for federal highway, transit and safety spending;

•  power outages and other unexpected events that delay or adversely affect our ability to deliver concrete according to our customers’ requirements;

•  our ability to control costs, including the costs of raw materials, and maintain quality; and

•  our exposure to warranty claims from developers and other customers.

We have discussed some of these factors in more detail in the “Risk Factors” section of this prospectus. These factors are not necessarily all the important factors that could affect us. We advise you that you should (1) be aware that important factors we do not refer to above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements. We do not intend to update these statements unless the securities laws require us to do so.

MARKET DATA

Unless otherwise indicated, the market share and industry data used throughout this prospectus were obtained primarily from third-party industry data, internal company surveys and management estimates based on these surveys and our management’s knowledge of the industry. F.W. Dodge, the National Precast Concrete Association and the National Ready-Mixed Concrete Association (the “NRMCA”) were the primary sources for third-party industry data. Industry surveys and publications generally state that the information contained in those surveys and publications has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of such information. We have not independently verified any of the data from third-party sources. Similarly, internal company surveys and management estimates have not been verified by any independent sources. While we are not aware of any misstatements regarding the market share or industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

ii

PROSPECTUS SUMMARY

This summary highlights information contained in this prospectus or incorporated by reference into this prospectus. You should read the entire prospectus, including the risk factors and the information and documents incorporated by reference into this prospectus, before deciding whether to participate in the exchange offer. The terms “U.S. Concrete,” the “Company,” “we,” “our,” “ours” and “us,” as used in this prospectus, refer to U.S. Concrete, Inc. and its subsidiaries as a combined entity, except where we indicate that those terms refer only to U.S. Concrete, Inc. All references to “tons” in this prospectus mean U.S. short tons, which are of a weight equivalent to 2,000 pounds or 0.9072 metric tons.

Our Business

We are a major producer of ready-mixed concrete and related concrete products in the United States. We are a leading ready-mixed concrete producer in substantially all the markets in which we have ready-mixed concrete operations. Ready-mixed concrete is an important building material that is used in the vast majority of commercial, residential and public works construction projects.

We operate principally in California, New Jersey, Michigan and Texas, with those states representing 34.0%, 16.2%, 9.6% and 23.5%, respectively, of our net sales for the nine months ended September 30, 2006. With our July 2006 acquisition of Alberta Investments, Inc. and Alliance Haulers, Inc. (which we refer to as the “Alberta acquisition”), we have significantly increased our operations in Texas. According to publicly available industry information, California, New Jersey, Michigan and Texas represented an aggregate of 28.1% of the U.S. consumption of ready-mixed concrete in 2005 (California, 12.4%, New Jersey, 1.6%, Michigan, 2.4% and Texas 11.7%). We believe the geographic scope of our operations enables us to achieve cost savings through consolidation of purchasing and other administrative functions and helps moderate the impact of regional economic cycles and weather conditions.

As of September 30, 2006, we had 136 fixed and seven portable ready-mixed concrete plants, 10 precast concrete plants, three concrete block plants and six aggregates quarries. During 2005, these facilities produced approximately 9.0 million cubic yards of ready-mixed concrete, 4.8 million eight-inch equivalent block units and 3.1 million tons of aggregates.

Our operations consist principally of formulating, preparing and delivering ready-mixed concrete to our customers’ job sites. Ready-mixed concrete becomes difficult to place within 90 minutes after mixing and, accordingly, the market for a permanently installed ready-mixed concrete plant is generally limited to a 25-mile radius of its location. Our customers rely on us to fulfill their requirements on a consistent and timely basis. We also provide services intended to reduce our customers’ overall construction costs by lowering the installed, or “in-place,” cost of concrete. These services include the formulation of mixtures for specific design uses, on-site and lab-based product quality control and customized delivery programs to meet our customers’ needs. Our marketing efforts target primarily general contractors, developers and home builders whose focus extends beyond the price of ready-mixed concrete to on-time delivery, product quality and consistency and reduction of in-place concrete costs. In addition, we manufacture and deliver various precast and concrete masonry products to the construction industry. These businesses are complementary to our ready-mixed concrete operations and provide us opportunities to cross-sell various products in markets in which we sell both ready-mixed concrete and other concrete products. Of our 2005 revenues, approximately 42% were from commercial and industrial construction contractors, 46% were from residential construction contractors, 3% were from street and highway construction contractors and 9% were from other public works and infrastructure contractors. The percentage of our revenues attributable to residential construction contractors has moderately increased as a result of the Alberta acquisition.

Our principal executive offices are located at 2925 Briarpark, Suite 1050, Houston, Texas 77042, and our telephone number at that location is (713) 499-6200. We maintain a website at www.us-concrete.com. The information on our website is not part of this prospectus.

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Summary of the Exchange Offer

On July 5, 2006, we completed the private offering of the outstanding old notes. We are now offering to exchange freely tradeable new notes with terms substantially identical to your outstanding old notes for properly tendered outstanding old notes. This prospectus and the accompanying documents contain detailed information about us, the new notes and the exchange offer. You should read the discussion under the heading “The Exchange Offer” for further information regarding the exchange offer and resale of the new notes. You should read the discussion under the headings “— Summary of the Terms of the New Notes” and “Description of the New Notes” for further information regarding the new notes.

The Exchange Offer	We are offering to issue to you new 83/8% senior subordinated notes due 2014 without transfer restrictions or rights under the registration rights agreement in exchange for your outstanding 83/8% senior subordinated notes due 2014 issued on July 5, 2006. The new notes will vote together with the outstanding old notes not exchanged on all matters on which holders of the outstanding old notes and new notes are entitled to vote.
	Outstanding old notes that are not tendered for exchange will continue to be subject to transfer restrictions and will not have registration rights. The market for secondary resales of outstanding old notes that are not tendered for exchange is therefore likely to be minimal.
Expiration Date	Unless sooner terminated, the exchange offer will expire at 5:00 p.m., New York City time, on          , 2007, or at a later date and time to which we extend it. We do not currently intend to extend the expiration date. Please read “The Exchange Offer — Extensions, Delay in Acceptance, Termination or Amendment.”
Conditions to the Exchange Offer	We will not be required to accept outstanding old notes for exchange if the exchange offer would violate applicable law or any interpretation of the staff of the SEC or if any legal action has been instituted or threatened that would impair our ability to proceed with the exchange offer. The exchange offer is not conditioned on any minimum aggregate principal amount of outstanding old notes being tendered. The exchange offer is subject to customary conditions, which we may waive in our sole discretion. Please read the section “The Exchange Offer — Conditions to the Exchange Offer” for more information about the conditions to the exchange offer.
Procedures for Tendering Outstanding Old Notes	If you wish to participate in the exchange offer, you must complete, sign and date the letter of transmittal and mail or deliver the letter of transmittal, together with your outstanding old notes, to the exchange agent prior to the expiration date. If your outstanding old notes are held through The Depository Trust Company, or the DTC, you may deliver your outstanding old notes by book-entry transfer.
	In the alternative, if your outstanding old notes are held through the DTC and you wish to participate in the exchange offer, you may do so through the DTC’s automated tender offer program. If you tender under this program, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal.

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	By signing or agreeing to be bound by the letter of transmittal, you will represent to us and the subsidiary guarantors, among other things, that:
	• you are not our “affiliate,” as defined in Rule 405 of the Securities Act, or an affiliate of a subsidiary guarantor, or if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
	• if you are a broker-dealer, you are not tendering outstanding old notes acquired directly from us, a subsidiary guarantor, one of our affiliates or an affiliate of a subsidiary guarantor for your own account;
	• if you are not a broker-dealer, you are not engaged in and do not intend to participate in a distribution (within the meaning of the Securities Act) of the new notes;
	• you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes or the outstanding old notes;
	• any new notes you receive will be acquired in the ordinary course of your business;
	• if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding old notes, you acquired those outstanding old notes as a result of market-making activities or other trading activities, and you will deliver a prospectus, as required by law, in connection with any resale of those new notes; and
	• you are not acting on behalf of any person who could not truthfully and completely make the foregoing representations.
	Please see “The Exchange Offer — Purpose and Effect of the Exchange Offer” and “The Exchange Offer — Your Representations to Us.”
Withdrawal Rights	You may withdraw your tender of outstanding old notes at any time prior to the expiration date by sending a written or facsimile withdrawal notice to the exchange agent. Promptly after the expiration or termination of the exchange offer, we will return to you, without charge, any outstanding old notes that you tendered but that were not accepted for exchange.
Procedures for Beneficial Owners	Only a registered holder of the outstanding old notes may tender in the exchange offer. If you beneficially own outstanding old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding old notes in the exchange offer, you should promptly contact the registered holder and instruct it to tender the outstanding old notes on your behalf.
	If you wish to tender your outstanding old notes on your own behalf, you must either arrange to have your outstanding old notes registered in your name or obtain a properly completed bond power

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	from the registered holder before completing and executing the letter of transmittal and delivering your outstanding old notes. The transfer of registered ownership may take considerable time.
Guaranteed Delivery Procedures	If you wish to tender your outstanding old notes and cannot comply before the expiration date with the requirement to deliver your outstanding old notes and the letter of transmittal or other required documents or cannot use the applicable procedures under the automated tender offer program of the DTC, you must tender your outstanding old notes according to the guaranteed delivery procedures described in “The Exchange Offer — Guaranteed Delivery Procedures.” If you tender using the guaranteed delivery procedures, the exchange agent must receive the properly completed and executed letter of transmittal or facsimile thereof, together with your outstanding old notes or a book-entry confirmation and any other documents required by the letter of transmittal, within three business days after the expiration date.
Consequences of Failure to Exchange Your Outstanding Old Notes	If you do not exchange your outstanding old notes in the exchange offer, you will no longer be entitled to registration rights. You will not be able to offer or sell the outstanding old notes unless they are later registered, sold pursuant to an exemption from registration or sold in a transaction not subject to the Securities Act or state securities laws. Other than in connection with the exchange offer or as specified in the registration rights agreement, we are not obligated to, nor do we currently anticipate that we will, register the outstanding old notes under the Securities Act. See “The Exchange Offer — Consequences of Failure to Exchange.”
U.S. Federal Income Tax Considerations	The exchange of new notes for outstanding old notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read “Certain United States Federal Income Tax Considerations.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of new notes in the exchange offer.
Plan of Distribution	All broker-dealers who receive new notes in the exchange offer have a prospectus delivery obligation.
	Based on SEC no-action letters, broker-dealers who acquired the outstanding old notes as a result of market-making or other trading activities may use this exchange offer prospectus, as supplemented or amended, in connection with the resales of the new notes. We and the subsidiary guarantors have agreed to make this prospectus available to any broker-dealer delivering a prospectus as required by law in connection with resales of the new notes for one year following the completion of the exchange offer.
	Broker-dealers who acquired the outstanding old notes from us may not rely on SEC staff interpretations in no-action letters and instead must comply with the registration and prospectus delivery requirements of the Securities Act, including being named as selling noteholders, in order to resell the outstanding old notes or the new notes.

4

The Exchange Agent

We have appointed Wells Fargo Bank, National Association, as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent. If you are not tendering under the DTC’s automated tender offer program, you should send the letter of transmittal and any other required documents to the exchange agent, addressed as follows:

For Delivery by Registered or Certified Mail:

Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, MN 55480-1517

For Delivery by Overnight Delivery, Regular Mail or Hand:

Wells Fargo Bank, N.A.
Corporate Trust Operations
Sixth and Marquette
MAC N9303-121
Minneapolis, MN 55479

By Facsimile Transmission (for eligible institutions only):

(612) 667-4927

To Confirm Receipt:

(800) 344-5128

Summary of the Terms of the New Notes

The new notes will be freely tradeable and otherwise substantially identical to the outstanding old notes and the notes issued in 2004, as described below. The new notes will not have registration rights or provisions for special interest. The new notes will evidence the same debt as the outstanding old notes, and the outstanding old notes, the new notes and the notes issued in 2004 described below will be governed by the same indenture. The new notes will vote together with the outstanding old notes not exchanged on all matters on which holders of the outstanding old notes and new notes are entitled to vote.

New Notes Offered	$85 million aggregate principal amount of 83/8% senior subordinated notes due 2014. In 2004, we previously issued under the same indenture $200 million aggregate principal amount of our 83/8% senior subordinated notes due 2014, which we refer to as the ‘‘notes issued in 2004,” all of which are currently outstanding. The new notes offered in this offering, the old notes and the notes issued in 2004 will have identical terms and will be treated as a single class of securities under the indenture. We refer to the new notes, the old notes and the notes issued in 2004, collectively, as the ‘‘notes.”
Maturity Date	April 1, 2014.
Interest Payment Dates	April 1 and October 1 of each year, beginning on April 1, 2007.
Guarantees	As is the case with the rest of the notes, the new notes will be guaranteed, jointly and severally, on a senior subordinated

5

	unsecured basis, by certain of our existing and future domestic subsidiaries.
Ranking	The new notes will rank equally with the outstanding old notes and the notes issued in 2004 and will be:
	• our senior subordinated unsecured obligations;
	• effectively subordinate in right of payment to all debt and other obligations (including trade payables) of any of our subsidiaries that do not guarantee the notes;
	• effectively subordinate in right of payment to all our existing and future senior debt, including borrowings under our credit facility to the extent of the value of the assets securing that debt; and
	• equal in right payment with all of our existing and future senior subordinated debt, including the old notes and the notes issued in 2004.
	The subsidiary guarantee of each subsidiary guarantor will be:
	• a senior subordinated unsecured obligation of that subsidiary guarantor;
	• effectively subordinate in right of payment to that subsidiary guarantor’s existing and future senior debt, including subsidiary guarantees of our credit facility; and
	• equal in right of payment with that subsidiary guarantor’s existing and future senior subordinated debt, including the subsidiary guarantees of the old notes and the notes issued in 2004.
	As of September 30, 2006, we and the subsidiary guarantors had $9.3 million of senior debt outstanding, excluding intercompany debt and outstanding letters of credit, and $283.6 million of senior subordinated indebtedness outstanding. The indenture governing the notes permits us, subject to specified limitations, to incur additional debt, some or all of which may be senior debt and some of which may be secured.
Mandatory Redemption	None.
Optional Redemption	At any time on or after April 1, 2009, we may redeem some or all of the notes at the redemption prices specified in “Description of the New Notes — Optional Redemption.”
	At any time prior to April 1, 2007, we may redeem up to 35% of the aggregate principal amount of the notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 108.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date; provided that at least 65% of the original aggregate principal amount of the notes issued remains outstanding after the redemption, as further described in “Description of the New Notes — Optional Redemption.”
Change of Control	Following a change of control, we may be required to offer to purchase all the notes at a purchase price of 101% of their principal

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	amount, plus accrued and unpaid interest, if any, to the date of purchase.
Certain Covenants	The new notes will be issued under the same indenture as the outstanding old notes, which is the same indenture through which our notes issued in 2004 were issued. The indenture contains certain covenants that, among other things, restrict our ability and the ability of our subsidiary guarantors, to:
	• incur additional debt;
	• pay dividends and make other restricted payments;
	• create or permit certain liens;
	• issue or sell capital stock of subsidiary guarantors;
	• use the proceeds from sales of assets;
	• create or permit restrictions on the ability of our subsidiary guarantors to pay dividends or to make other distributions to us;
	• enter into transactions with affiliates; or
	• consolidate or merge or sell our assets as an entirety or substantially as an entirety.
	These covenants are subject to a number of important exceptions and qualifications as described under the heading “Description of the New Notes — Certain Covenants.”
Events of Default	Certain circumstances or events constitute an event of default under the indenture as described under the heading “Description of the New Notes — Events of Default.”
Sinking Fund	There will be no mandatory sinking fund payments for the new notes.
Absence of Market for the New Notes	We do not intend to apply for the new notes to be listed on any securities exchange or to arrange for any quotation system to quote them. Accordingly, we cannot assure you that a liquid market will develop for the new notes.
Use of Proceeds	We will not receive any cash consideration in the exchange offer.

For more complete information about the new notes, see the “Description of the New Notes” section of this prospectus.

Risk Factors

You should carefully consider all the information set forth in this prospectus and, in particular, the specific factors in the section of this prospectus entitled “Risk Factors.”

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SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following table presents our summary historical financial and other data as of and for the years ended December 31, 2003, 2004 and 2005 and as of and for the nine months ended September 30, 2005 and 2006. We derived this information from our audited consolidated financial statements for the fiscal years indicated and from our unaudited condensed consolidated financial statements for the interim periods indicated. The data as of and for the nine months ended September 30, 2005 and 2006 have been derived from our unaudited condensed consolidated financial statements which, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods.

You should read the following table in conjunction with our audited consolidated financial statements as of December 31, 2004 and 2005 and for each of the three years in the period ended December 31, 2005 and notes thereto, our unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2005 and 2006 and notes thereto, all of which are incorporated by reference into this prospectus.

										Nine Months Ended
	Year Ended December 31,									September 30,
	2003			2004			2005			2005			2006
										(Unaudited)
	(Dollars in thousands)
Statement of Operations Data:
Sales	$	473,124		$	500,589		$	575,655		$	418,010		$	578,975
Cost of goods sold before depreciation, depletion and amortization		388,717			412,262			472,010			343,565			477,769
Selling, general and administrative expenses		42,550			48,110			54,028			38,345			46,824
Depreciation, depletion and amortization		12,441			12,669			13,591			9,783			15,561
Income from operations		29,416			27,548			36,026			26,317			38,821
Interest expense, net		16,855			16,523			17,315			12,939			14,590
Loss on early extinguishment of debt		—			28,781			—			—			—
Other income, net		3,016			840			2,022			871			1,304
Income (loss) before income taxes		15,577			(16,916	)		20,733			14,249			25,535
Income tax provision (benefit)		5,274			(6,377	)		8,121			5,693			9,809
Net income (loss)	$	10,303		$	(10,539	)	$	12,612		$	8,556		$	15,726
Balance Sheet Data (at end of period):
Total assets	$	400,974		$	449,159		$	494,043		$	483,344		$	769,268
Total debt (including current maturities)		155,039			200,777			201,571			304,582			304,978
Total stockholders’ equity		176,711			168,849			184,921			178,762			292,118
Ready-Mixed Concrete Data:
Average selling price per cubic yard	$	73.34		$	76.38		$	85.15		$	84.40		$	87.65
Sales volume in cubic yards		5,026			5,052			5,298			3,857			5,369
Other Data:
Net cash provided by operating activities	$	26,692		$	34,423		$	41,229		$	21,216		$	19,977
Net cash used in investing activities		(17,259	)		(11,597	)		(58,563	)		(13,070	)		(207,843	)
Net cash provided by (used in) financing activities		(7,007	)		9,770			1,281			162			177,604

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RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth ratios of earnings to fixed charges for each of the periods indicated, calculated pursuant to SEC rules:

																Nine Months Ended
	Year Ended December 31,															September 30,
	2001			2002			2003			2004			2005			2005		2006
Ratio of earnings to fixed charges(1)		1.7	x		(2	)		1.7	x		(3	)		1.9	x		1.9x		2.4x

(1)	For purposes of computing the ratios of earnings to fixed charges: (a) “earnings” consist of income (loss) before income taxes and cumulative effect of accounting change plus fixed charges (excluding capitalized interest) and (b) “fixed charges” consist of interest expensed and capitalized, amortization of debt issue costs relating to indebtedness and the portion of rental expense representative of a reasonable approximation of the interest factor attributable to leases for rental property.
(2)	Due to the registrant’s loss in 2002, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $3,430,000 to achieve a coverage of 1:1.
(3)	Due to the registrant’s loss in 2004, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $16,916,000 to achieve a coverage of 1:1.

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RISK FACTORS

As with the rest of the notes, an investment in the new notes involves a number of risks. You should carefully consider the following matters, in addition to the other information we have provided in this prospectus. The risks and uncertainties we describe below are not the only ones relating to these securities or facing our company. Additional risks and uncertainties not presently known to us or that we currently do not believe are material may also impact our business, operations, financial condition or results of operations.

Risks Related to the Exchange Offer

If you fail to exchange your outstanding old notes, the existing transfer restrictions will remain in effect and the market value of your outstanding old notes may be adversely affected because they may be more difficult to sell.

In general, the outstanding old notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except in connection with this exchange offer or in the very limited circumstances as may be required by the registration rights agreement, we do not intend to register resales of the outstanding old notes.

The tender of outstanding old notes under the exchange offer will reduce the aggregate principal amount and, therefore, the liquidity of the notes outstanding. This may have an adverse effect upon, and increase the volatility of, the market price of any outstanding old notes that you continue to hold.

Risks Related to the Notes

Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

We currently have, and after the exchange offer we will continue to have, a significant amount of debt. As of September 30, 2006, we had approximately $305.0 million of outstanding debt. Upon the completion of the Alberta acquisition in July 2006, we incurred an additional $103.3 million of debt.

Our substantial debt and other financial obligations could have important consequences to you. For example, it could:

•  make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the notes and our other indebtedness;

•  require us to dedicate a substantial portion of our cash flow from operations to service payments on our indebtedness, thereby reducing funds available for other purposes;

•  increase our vulnerability to a downturn in general economic conditions or the industry in which we compete;

•  limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate and other purposes;

•  place us at a competitive disadvantage to our competitors; and

•  limit our ability to plan for and react to changes in our business and the ready-mixed concrete industry.

Our senior secured credit facility and the indenture governing the notes permit us to incur and to guarantee additional indebtedness. We anticipate that any future acquisitions we pursue as part of our strategy may be financed through a combination of cash on hand, operating cash flow, availability under our existing credit facility and new securities offerings. If new debt is added to current debt levels, the related risks described above could increase. See “Description of the New Notes.”

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We will require a significant amount of cash to service all our debt.

Our ability to pay or to refinance our indebtedness depends on our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business and other factors, many of which are beyond our control. Our business may not generate sufficient cash flow from operations and future financings may not be available to us in amounts sufficient to enable us to pay our debt or fund other liquidity needs. If we are unable to generate sufficient cash flow to meet our debt service obligations, we may have to renegotiate the terms of our debt or obtain additional financing, possibly on less favorable terms than our current debt. If we are not able to renegotiate the terms of our debt or obtain additional financing, we could be forced to sell assets under unfavorable circumstances. The terms of our senior secured credit facility and the indenture governing the notes limit our ability to sell assets and restrict the use of proceeds from any asset sale.

The right to receive payments on the notes and guarantees of those notes is unsecured and subordinated to our senior debt, which could result in situations where there are not sufficient funds available to pay the notes.

Payment on the notes will be subordinated in right of payment to all our senior debt, including indebtedness under our senior secured credit facility. Payment on the guarantee of each subsidiary guarantor of the notes will be subordinated in right of payment to that subsidiary guarantor’s senior debt, including its guarantee of our obligations under our senior secured credit facility. Upon any distribution to our creditors or the creditors of the subsidiary guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of senior debt will be entitled to be paid in full in cash before any payment may be made on the notes or the subsidiary guarantees thereof, as the case may be. In these cases, we or a subsidiary guarantor, as the case may be, may not have sufficient funds to pay all of our or its creditors, and holders of the notes may receive less, ratably, than the holders of senior debt, including the lenders under our senior secured credit facility, and due to the turnover provisions in the indenture for the notes, less, ratably, than the holders of unsubordinated obligations, including trade payables. In addition, all payments on the notes and the related guarantees will be blocked in the event of a payment default on any senior debt and may be blocked for up to 179 consecutive days in the event of certain non-payment defaults on designated senior debt.

The notes are effectively subordinated to claims of our secured creditors and the guarantees of each subsidiary guarantor are effectively subordinated to the claims of the existing and future secured creditors of that subsidiary guarantor. Our obligations under our senior secured credit facility are secured by liens on all or substantially all of our and our subsidiaries’ assets. At September 30, 2006, there was $9.3 million of revolving credit borrowings outstanding under our credit facility and the amount of the available credit was approximately $80.2 million, net of outstanding letters of credit of $15.5 million, under our senior secured credit facility.

Our existing debt arrangements impose restrictions on us that may adversely affect our ability to operate our business.

The indenture governing the notes and our senior secured credit facility contain covenants that restrict, among other things, our ability to:

•  incur additional indebtedness and issue preferred stock;

•  pay dividends;

•  make asset sales;

•  make certain investments;

•  enter into transactions with affiliates;

•  incur liens on assets to secure other debt;

•  engage in specified business activities; and

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•  engage in certain mergers or consolidations and transfers of assets.

In addition, our indenture and senior secured credit facility contain financial covenants and other limitations with which we must comply. Our ability to comply with these covenants may be affected by events beyond our control, and our future operating results may not be sufficient to comply with the covenants or, in the event of a default under either our indenture or senior secured credit facility, to remedy such a covenant default.

Our failure to comply with any of our financial or other covenants under our indenture or senior secured credit facility could result in an event of default. On the occurrence of any such event of default, the trustee under the indenture or our lenders could elect to declare all amounts outstanding under the indenture or our senior secured credit facility, as applicable, to be immediately due and payable, and our lenders could terminate all commitments to extend further credit to us and foreclose on any collateral we have granted to secure our obligations under our senior secured credit facility.

The subsidiary guarantees may be subject to judicial scrutiny under applicable fraudulent conveyance laws.

The issuance of the subsidiary guarantees may be subject to review under applicable fraudulent conveyance or transfer laws in a bankruptcy or similar proceeding involving one or more of the guarantors or in a lawsuit brought by or on behalf of the creditors of one or more of the guarantors. Under these laws, if a court were to find that, at the time a guarantor issued its subsidiary guarantee,

•  the guarantor issued the subsidiary guarantee with the intent to hinder, delay or defraud any of its present or future creditors or that it contemplated insolvency with a design to favor one or more creditors to the exclusion, in whole or in part, of others, or

•  the guarantor did not receive fair consideration or reasonably equivalent value for incurring the subsidiary guarantee and, at the time it issued the subsidiary guarantee,

•  the guarantor was insolvent or rendered insolvent by reason of that issuance,

•  the guarantor was engaged or about to engage in a business or transaction for which its remaining assets constituted unreasonably small capital, or

•  the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay as they matured,

then the court could determine not to enforce the subsidiary guarantee, subordinate the subsidiary guarantee to other indebtedness of the guarantor or take other action detrimental to the holders of the notes. Among other things, a legal challenge of a subsidiary guarantee issued by a guarantor on fraudulent conveyance grounds might focus on the benefits, if any, realized by the guarantor as a result of our issuance of the notes and its subsidiary guarantee. Furthermore, other guarantors may not receive any direct benefit from the issuance of the notes. The indenture relating to the notes contains a savings clause, which generally purports to limit the obligations of each guarantor under its subsidiary guarantee to the maximum amount as will, after giving effect to all the liabilities of such guarantor, result in such obligations not constituting a fraudulent conveyance. To the extent the subsidiary guarantee of any guarantor is avoided as a fraudulent conveyance or held unenforceable for any reason, the holders of the notes would cease to have any claim against that guarantor and would be creditors solely of U.S. Concrete, Inc. and any guarantor whose subsidiary guarantee is not avoided or held to be unenforceable.

The measure of insolvency for purposes of the considerations described above will vary depending on the law applied in any such proceeding. Generally, however, an entity may be considered insolvent if:

•  the sum of its debts, including contingent liabilities, was greater than the fair market value of all its assets at a fair valuation; or

•  the present fair market value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature.

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Based on historical financial information, recent operating history and other information currently available to us, we believe the subsidiary guarantees issued concurrently with the issuance of the notes have been or will be issued and granted for proper purposes and in good faith and that, after giving effect to the issuance of such subsidiary guarantees, each subsidiary guarantor will be solvent and will continue to be solvent, will have sufficient capital for carrying on its business and will be able to pay its debts as they become absolute and mature. We cannot provide you with any assurance, however, that a court passing on those issues would reach the same conclusions. Furthermore, we cannot provide you with any assurance that those standards would be satisfied in the case of any existing or future subsidiary of ours that becomes a guarantor in the future, because a determination as to whether those standards would be satisfied will depend on, among other circumstances, the financial condition of that guarantor at the time of the incurrence of its obligations in respect of its subsidiary guarantee.

We may be unable to purchase the notes upon a change of control.

Upon a change of control, as defined in the indenture, holders of notes will have the right to require us to repurchase all or a portion of the outstanding notes, including the notes offered hereby, the old notes and our notes issued in 2004, at a price equal to 101% of their principal amount, together with any accrued and unpaid interest, if any, to the date of repurchase. If a change of control were to occur, the terms of our senior secured credit facility contain, and any additional debt agreements to which we are party at such time may contain, restrictions and provisions limiting our ability to purchase your notes. Any failure to make an offer to purchase, or to repay holders tendering notes, upon a change of control will result in an event of default under the notes. We may not have the financial resources to repurchase your notes, particularly if a change of control event triggers a similar repurchase requirement for other indebtedness, or results in the acceleration of other indebtedness. See “Description of the New Notes — Repurchase at the Option of Holders Upon a Change of Control.”

Your ability to transfer the notes may be limited by the absence of an active trading market and restrictions on transfer under applicable securities laws.

As is the case with all the notes, we do not intend to list the new notes for trading on any national securities exchange or arrange for any quotation system to quote prices for them. Therefore, an active market for the new notes may not develop or, if developed, may not be maintained. The new notes offered by this prospectus will be issued under the same indenture as our notes issued in 2004, of which $200 million are currently outstanding. The notes offered by this prospectus and our outstanding notes will have identical terms and will be treated as a single class of securities under the indenture.

If an active trading market for the notes does not develop or is not maintained, holders of the notes may experience difficulty in reselling, or an inability to sell, such notes. If you are able to resell your notes, the price you receive will depend on many other factors that may vary over time, including:

•  the number of potential buyers;

•  the level of liquidity of the notes;

•  ratings published by major credit rating agencies;

•  our financial performance;

•  the amount of indebtedness we have outstanding;

•  the level, direction and volatility of market interest rates generally;

•  the market for similar securities;

•  the redemption and repayment features of the notes; and

•  the time remaining to the maturity of the notes.

As a result of these factors, you may be able to sell your notes only at prices below those you believe to be appropriate, including prices below the price you paid for your notes.

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Risks Related to Our Business

There are risks related to our internal growth and operating strategies.

Our ability to generate internal growth will be affected by, among other factors, our ability to:

•  attract new customers;

•  differentiate ourselves in a competitive market by emphasizing new product development and value-added sales and marketing;

•  hire and retain employees; and

•  reduce operating and overhead expenses.

One key component of our operating strategy is to operate our businesses on a decentralized basis, with local or regional management retaining responsibility for day-to-day operations, profitability and the internal growth of the individual business. If we do not implement and maintain proper overall business controls, this decentralized operating strategy could result in inconsistent operating and financial practices and our overall profitability could be adversely affected.

Our resources, including management resources, are limited and may be strained if we engage in a significant number of acquisitions. Also, acquisitions may divert our management’s attention from initiating or carrying out programs to save costs or enhance revenues.

Our inability to achieve internal growth could materially and adversely affect our business, financial condition, results of operations and cash flows.

We may be unsuccessful in continuing to carry out our strategy of growth through acquisitions.

One of our principal growth strategies is to increase our revenues and the markets we serve and to continue entering new geographic markets through the acquisition of additional ready-mixed concrete and related businesses. We may not be able to acquire suitable acquisition candidates at reasonable prices and on other reasonable terms for a number of reasons, including the following:

•  the acquisition candidates we identify may be unwilling to sell;

•  we may not have sufficient capital to pay for acquisitions; and

•  competitors in our industry may outbid us.

In addition, there are risks associated with the acquisitions we complete. We may face difficulties integrating newly acquired businesses into our operations efficiently and on a timely basis. This may be the case particularly with respect to the Alberta acquisition, which is significantly larger than the businesses we have acquired in the past. We also may experience unforeseen difficulties managing the increased scope, geographic diversity and complexity of our operations or mitigating contingent or assumed liabilities, potentially including liabilities we do not anticipate.

Our operating results may vary significantly from one reporting period to another and may be adversely affected by the seasonal and cyclical nature of the markets we serve.

The ready-mixed concrete business is seasonal. In particular, demand for our products and services during the winter months is typically lower than in other months because of inclement winter weather. In addition, sustained periods of inclement weather or permitting delays could postpone or delay projects over geographic regions of the United States and consequently could adversely affect our business, financial condition, results of operations and cash flows.

The relative demand for ready-mixed concrete is a function of the highly cyclical construction industry. As a result, our revenues may be adversely affected by declines in the construction industry generally and in

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our local markets for ready-mixed concrete and other concrete products. Our results also may be materially affected by:

•  the level of residential and commercial construction in our regional markets, including possible reductions in the demand for new residential housing construction below current levels;

•  the availability of funds for public or infrastructure construction from local, state and federal sources;

•  unexpected events that delay or adversely affect our ability to deliver concrete according to our customers’ requirements;

•  changes in interest rates;

•  the changes in mix of our customers and business, which result in periodic variations in the margins of jobs performed during any particular quarter;

•  the timing and cost of acquisitions and difficulties or costs encountered when integrating acquisitions;

•  the budgetary spending patterns of our customers;

•  increases in construction and design costs;

•  power outages and other unexpected delays;

•  our ability to control costs and maintain quality;

•  employment levels; and

•  regional or general economic conditions.

As a result, our operating results in any particular quarter may not be indicative of the results that you can expect for any other quarter or for the entire year. Furthermore, negative trends in the ready-mixed concrete industry or in our geographic markets could have material adverse effects on our business, financial condition, results of operations and cash flows.

We may lose business to competitors who underbid us and we may be otherwise unable to compete favorably in our highly competitive industry.

Our competitive position in a given market depends largely on the location and operating costs of our ready-mixed concrete plants and prevailing prices in that market. Generally, ready-mixed concrete is price-sensitive. Our prices are subject to changes in response to relatively minor fluctuations in supply and demand, general economic conditions and market conditions, all of which are beyond our control. Because of the fixed-cost nature of our business, our overall profitability is sensitive to minor variations in sales volumes and small shifts in the balance between supply and demand. 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. Concrete manufacturers like us generally obtain customer contracts through local sales and marketing efforts directed at general contractors, developers and homebuilders. As a result, we depend on local relationships. We generally do not have any long-term sales contracts with our customers.

Our competitors range from small, owner-operated private companies to subsidiaries or operating units of large, vertically integrated manufacturers of cement and aggregates. Our vertically integrated competitors generally have greater manufacturing, financial and marketing resources than we have, providing them with a competitive advantage. 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 or less financial leverage 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.

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We depend on third parties for concrete equipment and supplies essential to operate our business.

We rely on third parties to lease properties, plant and equipment to us and to provide supplies, including cement and other raw materials, necessary for our operations. We cannot assure you that our favorable working relationships with our suppliers will continue in the future. Also, there have historically been periods of supply shortages in the concrete industry, particularly in a strong economy.

If we are unable to lease necessary properties or equipment, our operations could be severely impacted. If we lose our supply contracts and receive insufficient supplies from other third parties to meet our customers’ needs or if our suppliers experience price increases or disruptions to their business, such as labor disputes, supply shortages or distribution problems, our business, financial condition, results of operations and cash flows could be materially adversely affected.

During the last three quarters of 2004, supplies of cement were tight in some of our markets as a result of increased demand for cement, lower inventories of cement, downtime at certain cement plants and insufficient availability to increase imports of cement. This shortage curtailed some sales of our ready-mixed concrete, and cement prices increased, which adversely affected our gross margins. During the first nine months of 2005, cement shortages temporarily abated, although tightness of supply brought about by strong domestic consumption and insufficient availability of imported cement resulted in a continuation of the cement price increases experienced in the prior year. In the second and third quarters of 2005, these conditions persisted and we experienced further increases in cement prices in the majority of our markets. During the second quarter of 2005, we experienced cement shortages in our North Texas market that had a negative impact on our operating results through both decreased sales and higher cost of raw materials. Because of expected continued strong domestic consumption and insufficient availability of cement in certain markets, we could experience continued shortages in future periods, which could adversely affect our operating results, through both decreased sales and higher cost of raw materials.

Throughout 2005 and through the first nine months of 2006, our product pricing for ready-mixed concrete continued to increase in most of our markets. These price increases have allowed us to absorb the rising cost of raw materials (primarily cement and aggregates). However, gains on increased prices were offset in part by higher labor, freight and delivery costs, including rising diesel fuel costs. With the national average of diesel fuel prices in 2005 having risen 33% over the prices in 2004, we have experienced both increased freight charges for our raw materials, in the form of fuel surcharges, and increased cost to deliver our products. As these costs have become more significant over the last two years, we have instituted fuel surcharges in most of our markets in an attempt to cover these rising costs. We do not have any long-term fuel supply contracts that would protect us from rising fuel costs. Sustaining or improving our margins in the future will depend on market conditions and our ability to increase our product pricing or realize gains in productivity to offset further increases in raw materials and other costs. We cannot assure you that we will be able to sustain or improve our margins in the future.

Governmental regulations, including environmental regulations, may result in increases in our operating costs and capital expenditures and decreases in our earnings.

A wide range of federal, state and local laws, ordinances and regulations apply to our operations, including the following matters:

•  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 governmental requirements could result in substantial fines or possible revocation of our authority to conduct some of our

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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.

Governmental requirements that impact our operations include those relating to air quality, solid waste management and water quality. These requirements are complex and subject to frequent change. They impose strict liability in some cases without regard to negligence or fault and may expose us to liability for the conduct of or conditions caused by others, or for our acts that complied with all applicable requirements when we performed them. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of environmental conditions may require us to make unanticipated material expenditures. In addition, we may fail to identify or obtain indemnification from environmental liabilities of acquired businesses. We generally do not maintain insurance to cover environmental liabilities.

In March 2005, the California Regional Water Quality Control Board for the Central Valley Region issued a draft order to regulate discharges of concrete wastewater and solid wastes associated with concrete manufacturing at ready-mixed concrete plants located in and near Sacramento, California. This order would affect four sites in which six of our ready-mixed concrete plants operate in northern California. If approved in its current draft form, the order would require all existing ready-mixed concrete plants in the area to retrofit or reconstruct their waste management units to provide impermeable containment of all concrete wastewater and install leak detection systems. It also would require all new ready-mixed concrete plants in the area to be constructed with similar waste management units. The draft order provides that operators of existing ready-mixed concrete plants would have 180 days to apply for coverage under the order, and then one year after coverage is obtained to complete all required retrofitting. In June 2005, the California Regional Water Quality Control Board for the Central Valley Region delayed approval of the order to provide the Construction Materials Association of California and various concrete producers time to provide certain information to it for further consideration. Although our actual capital expenditures may vary significantly and will ultimately depend on final regulations, if the order is approved in its current form, the cost of capital improvements to our plants at the four sites in the affected area may be up to $1.0 million per site. Also, if the order is considered and adopted by the California Water Quality Control Board for the San Francisco Bay Region, we might incur similar costs to retrofit our existing plants in that area.

Our operations are subject to various hazards that may cause personal injury or property damage and increase our operating costs.

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. Operating hazards can cause personal injury and loss of life, damage to or destruction of properties, plant and equipment and environmental damage. Although we conduct training programs designed to reduce these risks, we cannot eliminate these risks. We maintain insurance coverage in amounts we believe are in accord with industry practice; however, 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. A partially or completely uninsured claim, if successful and of sufficient magnitude, could have a material adverse effect on us.

The insurance policies we maintain are subject to varying levels of deductibles. Losses up to the deductible amounts are accrued based on our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. If we were to experience insurance claims or costs above our estimates, our business, financial condition, results of operations and cash flows may be materially and adversely affected.

The departure of key personnel could disrupt our business, and our business growth will necessitate the successful hiring of new senior managers and executive officers.

We depend on the continued efforts of our executive officers and, in many cases, on senior management of our businesses. Our success will depend on recruiting new senior level managers and officers, and we

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cannot be certain that we can recruit and retain such additional managers and officers. To the extent we are unable to manage our growth effectively or are unable to attract and retain qualified management personnel, our business, financial condition, results of operations and cash flows could be materially and adversely affected. We do not carry key-person life insurance on any of our employees.

We may be unable to attract and retain qualified employees.

Our ability to provide high-quality products and services on a timely basis depends on our success in employing an adequate number of skilled plant managers, technicians and drivers. Like many of our competitors, we experience shortages of qualified personnel from time to time. We may not be able to maintain an adequate skilled labor force necessary to operate efficiently and to support our growth strategy, and our labor expenses may increase as a result of a shortage in the supply of skilled personnel.

Collective bargaining agreements, work stoppages and other labor relations matters may result in increases in our operating costs, disruptions in our business and decreases in our earnings.

As of September 30, 2006, approximately 32.5% of our employees were covered by collective bargaining agreements, which expire between 2006 and 2010. Our inability to negotiate acceptable new contracts or extensions of existing contracts with these unions could cause strikes or other work stoppages by the affected employees. In addition, any new contracts or extensions could result in increased operating costs attributable to both union and nonunion 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, results of operations and cash flows. In addition, the coexistence of union and nonunion employees may lead to conflicts between union and nonunion employees or impede our ability to integrate our operations efficiently. Also, labor relations matters affecting our suppliers of cement and aggregates could adversely impact our business from time to time.

We contribute to 14 multiemployer pension plans. If we were to withdraw partially or completely from any plan that is underfunded, we would be liable for a proportionate share of that plan’s unfunded vested benefits. Based on the limited information available from plan administrators, which we cannot independently validate, we believe that our portion of the contingent liability in the case of a full or partial withdrawal from or termination of several of these plans would be material to our financial position, results of operations and cash flows.

Our overall profitability is sensitive to price changes and minor variations in sales volumes.

Generally, ready-mixed concrete is price-sensitive. Prices for our products are subject to changes in response to relatively minor fluctuations in supply and demand, general economic conditions and market conditions, all of which are beyond our control. Because of the fixed-cost nature of our business, our overall profitability is sensitive to price changes and minor variations in sales volumes.

We may incur material costs and losses as a result of claims our products do not meet regulatory requirements or contractual specifications.

Our operations involve providing products that must meet building code or other regulatory requirements and contractual specifications for durability, stress-level capacity, weight-bearing capacity and other characteristics. If we fail or are unable to provide products meeting these requirements and specifications, material claims may arise against us and our reputation could be damaged. In the past, we have had significant claims of this kind asserted against us that we have resolved. There currently are, and we expect that in the future there will be, additional claims of this kind asserted against us. If a significant product-related claim or claims are resolved against us in the future, that resolution may have a material adverse effect on our financial condition, results of operations and cash flows.

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Our net sales attributable to infrastructure projects could be negatively impacted by a decrease or delay in governmental spending.

Our business depends in part on the level of governmental spending on infrastructure projects in our markets. Reduced levels of governmental funding for public works projects or delays in that funding could adversely affect our business, financial condition, results of operations and cash flows.

Increasing insurance claims and expenses could lower profitability and increase business risk.

The nature of our business subjects us to product liability, property damage and personal injury claims. Over the last several years, insurance carriers have raised premiums for many companies operating in our industry, including us. Increased premiums may further increase our insurance expense as coverage expires or otherwise cause us to raise our self-insured retention. If the number or severity of claims within our self-insured retention increases, we could suffer costs in excess of our reserves. An unusually large liability claim or a string of claims based on a failure repeated throughout our mass production process may exceed our insurance coverage or result in direct damages if we were unable or elected not to insure against certain hazards because of high premiums or other reasons. In addition, the availability of, and our ability to collect on, insurance coverage is often subject to factors beyond our control.

Some of our plants are susceptible to damage from earthquakes. We maintain only a limited amount of earthquake insurance, and, therefore, we are not fully insured against earthquake risk. Any significant earthquake damage to our plants could materially adversely affect our business, financial condition, results of operations and cash flows.

Our results of operations could be adversely affected as a result of goodwill impairments.

Goodwill represents the amount by which the total purchase price we have paid for acquisitions exceeds our estimated fair value of the net assets acquired. We periodically test our recorded goodwill for impairment and charge expense with any impairment we recognize but do not otherwise amortize that goodwill.

As of September 30, 2006, goodwill represented approximately 38% of our total assets. On a pro forma basis to give effect to the Alberta acquisition, we estimate that as of June 30, 2006 our goodwill would have represented approximately 38% of our total assets. We can provide no assurance that future goodwill impairments will not occur. If we determine that any of our remaining balance of goodwill is impaired, we will be required to take an immediate noncash charge to earnings.

As a result of capital constraints and other factors, we may not be able to grow as rapidly as we may desire through acquiring additional businesses.

In addition to our existing working capital and cash from operations, our senior secured credit facility provides us with a significant source of liquidity. That facility provides us a borrowing capacity of up to $105 million. The credit agreement relating to this facility provides that the administrative agent may, on the bases specified, reduce the amount of the available credit from time to time.

We cannot readily predict the timing, size and success of our acquisition efforts or the capital we will need for those efforts. We may use our common stock as a component of the consideration we pay for future acquisitions. Issuances of common stock as acquisition consideration could have a dilutive effect on our stockholders. If our common stock does not maintain a sufficient market value or potential acquisition candidates are unwilling to accept our common stock as part of the consideration for the sale of their businesses, we may be required to use more of our cash resources to pursue our acquisition program.

Using cash for acquisition consideration limits our financial flexibility and increases the likelihood that we will need to seek additional capital through future debt or equity financings. If we seek more debt financing, we may have to agree to financial covenants that limit our operational and financial flexibility. Additional equity financing may dilute the ownership interests of our stockholders. There is no assurance that additional debt or equity financing will be available on terms acceptable to us.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we and the subsidiary guarantors entered into in connection with the private offering of the outstanding old notes. We will not receive any cash proceeds from the issuance of the new notes. In consideration for issuing the new notes, we will receive in exchange a like principal amount of the outstanding old notes. The outstanding old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any change in our capitalization.

We used the net proceeds from the sale of the outstanding old notes to fund a portion of the purchase price of the Alberta acquisition.

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THE EXCHANGE OFFER

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We are offering to issue new 83/8% senior subordinated notes due 2014, the offering of which is being registered by the registration statement of which this prospectus forms a part, in exchange for a like principal amount of our outstanding 83/8% senior subordinated notes due 2014. We refer to our offer to exchange the outstanding old notes for new notes as the “exchange offer.” We may extend, delay or terminate the exchange offer. Holders of outstanding old notes will need to complete the exchange offer documentation related to the exchange.

Purpose and Effect of the Exchange Offer

We and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers of the outstanding old notes in which we and the subsidiary guarantors agreed to use commercially reasonable efforts to prepare and file with the SEC a registration statement relating to an offer to exchange the outstanding old notes for new notes and to use our commercially reasonable efforts to have it declared effective within 180 days after issuing the outstanding old notes. We are offering the new notes under this prospectus to satisfy those obligations under the registration rights agreement.

If we determine, upon advice of counsel, that the exchange offer is not permitted by law or applicable interpretations of the law by the staff of the SEC or if:

•  any initial purchaser of the outstanding old notes requests, with respect to outstanding old notes not eligible to be exchanged for new notes in the exchange offer, or

•  any holder of outstanding old notes (other than an initial purchaser) is not eligible to participate in the exchange offer or does not receive freely tradeable new notes in exchange for old notes in the exchange offer other than by reason of such holder being an affiliate of ours or the subsidiary guarantors (it being understood that the requirement that a broker-dealer deliver the prospectus contained in this registration statement in connection with the sale of new notes shall not result in such new notes being not “freely tradeable”),

we and the subsidiary guarantors will use our commercially reasonable efforts to file, as promptly as practicable, with the SEC a shelf registration statement to cover resales of outstanding old notes. We and the subsidiary guarantors will also be required to file a shelf registration statement with the SEC if this exchange offer is not declared effective by January 1, 2007 or if this exchange offer is not completed within 45 days after the registration statement is declared effective.

If we and the subsidiary guarantors fail to comply with deadlines for completion of the exchange offer, we will be required to pay special interest to holders of the outstanding old notes. Please read the section captioned “Description of the New Notes — Registration Rights” for more details regarding the registration rights agreement.

Resale of New Notes

Based on interpretations of the SEC staff in “no action letters” issued to third parties, we believe that each new note issued under the exchange offer may be offered for resale, resold and otherwise transferred by you, the holder of that new note, without compliance with the registration and prospectus delivery provisions of the Securities Act if:

•  you are not our “affiliate” within the meaning of Rule 405 under the Securities Act, nor an affiliate of the subsidiary guarantors;

•  the new note is acquired in the ordinary course of your business; and

•  you are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of new notes.

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The SEC has not, however, considered the legality of our exchange offer in the context of a “no action letter,” and there can be no assurance that the staff of the SEC would make a similar determination with respect to our exchange offer as in other circumstances.

If you tender outstanding old notes in the exchange offer with the intention of participating in any manner in a distribution of the new notes, you:

•  cannot rely on these interpretations by the SEC staff; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the outstanding old notes.

Unless an exemption from registration is otherwise available, any holder intending to distribute new notes should be covered by an effective registration statement under the Securities Act containing the holder’s information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act. This prospectus may be used for an offer to resell, resale or other retransfer of new notes only as specifically described in this prospectus. We have agreed to make this prospectus available in connection with resales of the new notes for up to one year from the completion of the exchange offer. Failure to comply with the registration and prospectus delivery requirements by a holder subject to these requirements could result in that holder incurring liability for which it is not indemnified by us. If you are a broker dealer, you may participate in the exchange offer only if you acquired outstanding old notes for your own account as a result of market-making activities or other trading activities. Each broker-dealer that receives new notes for its own account in exchange for outstanding old notes, if the outstanding old notes were acquired by that broker-dealer as a result of that market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of new notes.

Terms of the Exchange Offer

On the terms and subject to the conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any outstanding old notes properly tendered and not withdrawn before the expiration date. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding old notes surrendered under the exchange offer. Outstanding old notes may be tendered only in integral multiples of $1,000. We have not conditioned the exchange offer on any minimum aggregate principal amount of outstanding old notes being tendered for exchange.

As of the date of this prospectus, there is $85 million aggregate principal amount of the outstanding old notes. We are sending this prospectus and the letter of transmittal included with this prospectus to all registered holders of outstanding old notes. There will be no fixed record date for determining registered holders of outstanding old notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer according to the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Outstanding old notes that are not tendered for exchange in the exchange offer will:

•  remain outstanding;

•  continue to accrue interest; and

•  be entitled to the rights and benefits the holders have under the indenture.

However, these outstanding old notes will not be freely tradeable. See “— Consequences of Failure to Exchange” below.

We will be deemed to have accepted for exchange properly tendered outstanding old notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes.

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If you tender outstanding old notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding old notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled “— Fees and Expenses” for more details regarding fees and expenses incurred in the exchange offer.

We will return any outstanding old notes that we do not accept for exchange for any reason without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on          , 2007 unless, in our sole discretion, we extend it.

Extensions, Delay in Acceptance, Termination or Amendment

We reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. During any extensions, all outstanding old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We do not currently intend to extend the expiration date.

To extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will also make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

If any of the conditions described below under “— Conditions to the Exchange Offer” has not been satisfied, we reserve the right, in our sole discretion:

•  to delay accepting for exchange any outstanding old notes;

•  to extend the exchange offer; or

•  to terminate the exchange offer

by giving oral or written notice of a delay, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the outstanding old notes. If we amend the exchange offer in a manner we determine to constitute a material change, we will promptly disclose the amendment in a prospectus supplement. We will distribute the supplement to the registered holders of the outstanding old notes. Depending on the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer if the exchange offer would otherwise expire during that period.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to an appropriate news agency.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, if in our reasonable judgment the exchange offer, or the making of any exchange by a holder of outstanding old notes, would violate applicable law or any applicable interpretation of the staff of the SEC:

•  we will not be required to accept for exchange, or exchange any new notes for, any outstanding old notes; and

•  we may terminate the exchange offer as provided in this prospectus before accepting any outstanding old notes for exchange.

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In addition, we will not be obligated to accept for exchange the outstanding old notes of any holder that has not made to us:

•  the representations described under “— Your Representations to Us”; and

•  other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the new notes under the Securities Act.

We reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding old notes not previously accepted for exchange, on the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, amendment, nonacceptance or termination to the holders of the outstanding old notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion. Our failure at any time to exercise any of these rights will not mean that we have waived our rights. Each right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any outstanding old notes tendered and will not issue new notes in exchange for any outstanding note if at that time any stop order has been threatened or is in effect relating to the registration statement of which this prospectus constitutes a part or the qualification of the indenture relating to the new notes under the Trust Indenture Act of 1939.

Procedures for Tendering

How to Tender Generally

Only a registered holder of outstanding old notes may tender its outstanding old notes in the exchange offer. If you are a beneficial owner of outstanding old notes and wish to have the registered owner tender on your behalf, please see “— How to Tender if You Are a Beneficial Owner” below. To tender in the exchange offer, you must either comply with the procedures for manual tender or comply with the automated tender offer program procedures of the DTC described below under “— Tendering Through the DTC’s Automated Tender Offer Program.”

To complete a manual tender, you must:

•  complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal;

•  have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires;

•  mail or deliver the letter of transmittal or a facsimile of the letter of transmittal to the exchange agent before the expiration date; and

•  deliver, and the exchange agent must receive, before the expiration date:

•  the outstanding old notes along with the letter of transmittal; or

•  a timely confirmation of book-entry transfer of the outstanding old notes into the exchange agent’s account at the DTC according to the procedure for book-entry transfer described below under “— Book-Entry Transfer” or a properly transmitted agent’s message.

If you wish to tender your outstanding old notes and cannot comply with the requirement to deliver the letter of transmittal and your outstanding old notes or use the automated tender offer program of the DTC before the expiration date, you must tender your outstanding old notes according to the guaranteed delivery procedures described below.

For a tender to be effective, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at its address provided above under “Prospectus Summary — The Exchange Agent” before the expiration date. Any tender by a holder that is not withdrawn before the

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expiration date will constitute a legally binding agreement between the holder and us according to the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding old notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand-delivery service. In all cases, you should allow sufficient time to ensure delivery to the exchange agent before the expiration date. You should not send the letter of transmittal or outstanding old notes to us. You may request your broker, dealer, commercial bank, trust company or other nominee to effect the above transactions on your behalf.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the outstanding old notes at the DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in the DTC’s system may make book-entry delivery of outstanding old notes by causing the DTC to transfer the outstanding old notes into the exchange agent’s account at the DTC according to the DTC’s procedures for transfer. If you are unable to deliver confirmation of the book-entry tender of your outstanding old notes into the exchange agent’s account at the DTC or all other documents required by the letter of transmittal to the exchange agent on or before the expiration date, you must tender your outstanding old notes according to the guaranteed delivery procedures described below.

Tendering Through the DTC’s Automated Tender Offer Program

The exchange agent and the DTC have confirmed that any financial institution that is a participant in the DTC’s system may use the DTC’s automated tender offer program to tender its outstanding old notes. Participants in the program may transmit their acceptance of the exchange offer electronically instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent. Tendering through the automated tender offer program causes the DTC to transfer the outstanding old notes to the exchange agent according to its procedures for transfer. The DTC will then send an agent’s message to the exchange agent.

The term “agent’s message” means a message transmitted by the DTC, received by the exchange agent and forming part of the book-entry confirmation, stating that:

•  the DTC has received an express acknowledgment from a participant in its automated tender offer program that is tendering outstanding old notes that are the subject of book-entry confirmation;

•  the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

•  we may enforce the agreement against the participant.

How to Tender if You Are a Beneficial Owner

If you beneficially own outstanding old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those outstanding old notes, you should contact the registered holder promptly and instruct it to tender on your behalf. If you are a beneficial owner and wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your outstanding old notes, either:

•  make appropriate arrangements to register ownership of the outstanding old notes in your name; or

•  obtain a properly completed bond power from the registered holder of outstanding old notes.

The transfer of registered ownership may take considerable time and may not be completed before the expiration date.

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Signatures and Signature Guarantees

You must have signatures on a letter of transmittal or a notice of withdrawal described below under “— Withdrawal of Tenders” guaranteed by an eligible institution unless the outstanding old notes are tendered:

•  by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal and the new notes are being issued directly to the registered holder of the outstanding old notes tendered in the exchange for those new notes; or

•  for the account of an eligible institution.

An “eligible institution” is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, in each case, that is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.

When Endorsements or Bond Powers are Needed

If a person other than the registered holder of any outstanding old notes signs the letter of transmittal, the outstanding old notes must be endorsed properly or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding old notes and an eligible institution must guarantee the signature on the bond power.

If the letter of transmittal or any outstanding old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. They must also submit evidence of their authority to deliver the letter of transmittal satisfactory to us unless we waive this requirement.

Determinations Under the Exchange Offer

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered outstanding old notes and withdrawal of tendered outstanding old notes. Our determinations will be final and binding. We reserve the absolute right to reject any outstanding old notes not properly tendered or any outstanding old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of outstanding old notes must be cured within the time we shall determine. We will not be under any duty to give notification of defects or irregularities with respect to tenders of outstanding old notes or be liable for failure to give notification, nor will the exchange agent or any other person. Tenders of outstanding old notes will not be deemed made until any defects or irregularities have been cured or waived. Any outstanding old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

When We Will Issue New Notes

In all cases, we will issue new notes for outstanding old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•  outstanding old notes or a timely book-entry confirmation of the outstanding old notes into the exchange agent’s account at the DTC; and

•  a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

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Return of Outstanding Old Notes Not Accepted or Exchanged

If we do not accept any tendered outstanding old notes for exchange for any reason described in the terms and conditions of the exchange offer or if outstanding old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or nonexchanged outstanding old notes will be returned without expense to their tendering holder. In the case of outstanding old notes tendered by book-entry transfer into the exchange agent’s account at the DTC according to the procedures described below, the nonexchanged outstanding old notes will be credited to an account maintained with the DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Your Representations to Us

By signing or agreeing to be bound by the letter of transmittal, you will represent that, among other things:

•  you are not our “affiliate,” as defined in Rule 405 of the Securities Act, or an affiliate of a subsidiary guarantor, or, if you are our affiliate or an affiliate of a subsidiary guarantor, you will comply with the registration and prospectus delivery requirements in the Securities Act to the extent applicable;

•  if you are a broker-dealer, you are not tendering outstanding old notes acquired directly from us, a subsidiary guarantor, one of our affiliates or an affiliate of a subsidiary guarantor for your own account;

•  if you are not a broker-dealer, you are not engaged in, and do not intend to participate in, a distribution (within the meaning of the Securities Act) of the new notes;

•  you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the outstanding old notes or the new notes;

•  you are acquiring the new notes in the ordinary course of your business;

•  if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding old notes, you represent that you acquired the outstanding old notes to be exchanged for new notes as a result of market-making activities or other trading activities and you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with the resale of any new notes. (it is understood that you are not admitting that you are an “underwriter” within the meaning of the Securities Act by acknowledging that you will deliver, and by delivery of, a prospectus); and

•  you are not acting on behalf of any person who could not truthfully and completely make the foregoing representations.

We may, in the future, seek to acquire untendered outstanding old notes in open-market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding old notes.

If you tender in the exchange offer for the purpose of participating in a distribution of the new notes:

•  you cannot rely on the applicable interpretations of the SEC; and

•  you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Guaranteed Delivery Procedures

If you wish to tender your outstanding old notes but your outstanding old notes are not immediately available or you cannot deliver your outstanding old notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under the DTC’s automated tender offer program before the expiration date, you may tender if:

•  the tender is made through an eligible institution;

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•  before the expiration date, the exchange agent receives from that eligible institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery:

•  stating your name and address, the registered number(s) of your outstanding old notes and the principal amount of outstanding old notes tendered;

•  stating that the tender is being made; and

•  guaranteeing that, within three business days after the expiration date, the letter of transmittal or facsimile thereof, together with the outstanding old notes or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

•  the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as all tendered outstanding old notes in proper form for transfer or a book-entry confirmation and all other documents required by the letter of transmittal, within three business days after the expiration date.

If you wish to tender outstanding old notes pursuant to the guaranteed delivery procedures described in the letter of transmittal, you must ensure that the exchange agent receives the notice of guaranteed delivery before 5:00 p.m., New York City time, on the applicable expiration date. Upon request to the exchange agent, the exchange agent will send you a notice of guaranteed delivery if you wish to tender your outstanding old notes using the guaranteed delivery procedures described above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your tender at any time before 5:00 p.m., New York City time, on the expiration date unless we have previously accepted your outstanding old notes for exchange. For a withdrawal to be effective:

•  the exchange agent must receive a written notice of withdrawal at one of the addresses listed above under “Prospectus Summary — The Exchange Agent”; or

•  the withdrawing holder must comply with the appropriate procedures of the DTC’s automated tender offer program.

Any notice of withdrawal must:

•  specify the name of the person who tendered the outstanding old notes to be withdrawn;

•  identify the outstanding old notes to be withdrawn, including the registration number or numbers and the principal amount of the outstanding old notes;

•  be signed by the person who tendered the outstanding old notes in the same manner as the original signature on the letter of transmittal used to deposit those outstanding old notes or be accompanied by documents of transfer sufficient to permit the trustee for the outstanding old notes to register the transfer in the name of the depositor withdrawing the tender; and

•  specify the name in which the outstanding old notes are to be registered, if different from that of the depositor.

If outstanding old notes have been tendered under the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the DTC to be credited with the withdrawn outstanding old notes and otherwise comply with the procedures of the DTC.

We will determine, in our sole discretion, all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any outstanding old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

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Any outstanding old notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder or, in the case of outstanding old notes tendered by book-entry transfer into the exchange agent’s account at the DTC according to the procedures described above, the outstanding old notes will be credited to an account maintained with the DTC for the outstanding old notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. At any time on or before 5:00 p.m., New York City time, on the expiration date, you may re-tender properly withdrawn outstanding old notes by following one of the procedures described under “— Procedures for Tendering” above.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail, but we may make additional solicitation by telephone, electronically or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the outstanding old notes and in handling or forwarding tenders for exchange.

We will pay the cash expenses to be incurred in connection with the exchange offer, including:

•  SEC registration fees;

•  fees and expenses of the exchange agent and trustee;

•  accounting and legal fees and printing costs; and

•  related fees and expenses.

Transfer Taxes

Except as provided in the immediately following sentence, we will pay all transfer taxes, if any, applicable to the exchange of outstanding old notes under the exchange offer. A tendering holder will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•  certificates representing outstanding old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding old notes tendered;

•  tendered outstanding old notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of outstanding old notes under the exchange offer.

If satisfactory evidence of payment of any transfer taxes payable by a holder is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to that tendering holder. The exchange agent will retain possession of new notes with a face amount equal to the amount of transfer taxes due until it receives payment of the taxes.

Consequences of Failure to Exchange

If you do not exchange your outstanding old notes for new notes in the exchange offer, your outstanding old notes will remain subject to the existing restrictions on transfer. In general, you may not offer or sell the outstanding old notes unless they are registered under the Securities Act or the offer or sale is exempt from

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registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding old notes under the Securities Act. Completion of the exchange offer will fulfill substantially all our registration obligations with respect to the outstanding old notes under the registration rights agreement. Based on interpretations of the SEC staff, you may offer for resale, resell or otherwise transfer new notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act if:

•  you are not our “affiliate” within the meaning of Rule 405 under the Securities Act, or an affiliate of a subsidiary guarantor;

•  you acquired the new notes in the ordinary course of your business; and

•  you have no arrangement or understanding with respect to the distribution of the new notes to be acquired in the exchange offer.

Accounting Treatment

We will not recognize a gain or loss for accounting purposes as a result of the completion of the exchange offer. We will amortize expenses of the exchange offer over the term of the new notes under accounting principles generally accepted in the United States of America.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your decision on what action to take. In the future, we may seek to acquire untendered outstanding old notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any outstanding old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding old notes, except as required by the registration rights agreement.

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DESCRIPTION OF THE NEW NOTES

You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions.” In this description, (i) the words “U.S. Concrete,” “we,” “our” and “us” refer only to U.S. Concrete, Inc. and not to any of its subsidiaries and (ii) except as otherwise specified, the term “notes” means the new notes offered by this prospectus together with any outstanding old notes that are not validly tendered and exchanged in the exchange offer and all notes issued in 2004. All such notes will vote together as a single class for all purposes under the indenture.

General

The form and the term of the new notes are the same as the form and term of the outstanding old notes they will replace, except that:

•  the new notes are being issued in a transaction that has been registered under the Securities Act;

•  the new notes will not bear legends restricting transfer; and

•  holders of the new notes will not be entitled to some rights under the registration rights agreement, including our payment of special interest for failure to meet specified deadlines that will terminate when the exchange offer is consummated.

The new notes will be issued under the same indenture as the outstanding old notes and the existing senior secured registered notes. The indenture was entered into on March 31, 2004 among U.S. Concrete, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee (the Trustee). The indenture is subject to and governed by the Trust Indenture Act of 1939, as amended, and the terms of the new notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act.

We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes. Because this description is a summary, it may not contain all the information that is important to you. A copy of the indenture is available through the SEC’s EDGAR filing system or upon request to us at the address indicated under “Where You Can Find More Information.”

Principal, Maturity and Interest

The new notes will be issued solely in exchange for an equal principal amount of outstanding old notes. As of the date of this prospectus, $85.0 million aggregate amount of old notes are outstanding. Subject to compliance with the limitations described under “Certain Covenants — Limitation on Debt,” we can issue an unlimited principal amount of additional notes at later dates under the same indenture (the “Additional Notes”). We can issue the Additional Notes as part of the same series or as an additional series. Any Additional Notes that we issue in the future will be identical in all respects to the new notes and the other notes that are outstanding, except that notes issued in the future will have different issuance dates and may have different issuance prices. We will issue notes only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000.

The notes will mature on April 1, 2014.

Interest on the new notes will accrue at a rate of 83/8% per annum and will be payable semi-annually in arrears on April 1 and October 1, commencing on April 1, 2007. We will pay interest to those persons who were holders of record on the March 15 or September 15 immediately preceding each interest payment date.

Interest on the new notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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Ranking and Subordination

The new notes will be:

•  senior subordinated, unsecured obligations of U.S. Concrete;

•  guaranteed on a senior subordinated, unsecured basis by the Subsidiary Guarantors;

•  subordinate in right of payment to all existing and future Senior Debt of U.S. Concrete and the Subsidiary Guarantors;

•  equal in right of payment (“pari passu”) with all existing and future Senior Subordinated Debt of U.S. Concrete and the Subsidiary Guarantors, including our outstanding 83/8% senior subordinated notes due 2014; and

•  senior in right of payment to all existing and future Subordinated Obligations of U.S. Concrete and the Subsidiary Guarantors.

The payment of principal of, premium, if any, interest on, and all other amounts payable in respect of, the new notes, and payment under any Subsidiary Guarantee, will be subordinated in right of payment to the payment when due in cash of all Senior Debt of U.S. Concrete or the relevant Subsidiary Guarantor, as the case may be. As a result of this subordination, holders of Senior Debt will be entitled, in any of the following situations, to receive full payment in cash on all obligations owed to them before any kind of payment (other than in certain events, payment on Permitted Junior Securities) can be made to holders of the new notes:

•  liquidation, dissolution or winding up of U.S. Concrete or the relevant Subsidiary Guarantor;

•  bankruptcy, reorganization, receivership or similar proceedings of or with respect to U.S. Concrete or the relevant Subsidiary Guarantor;

•  an assignment for the benefit of U.S. Concrete’s or the relevant Subsidiary Guarantor’s creditors; or

•  any marshaling of U.S. Concrete’s or the relevant Subsidiary Guarantor’s assets and liabilities.

As of September 30, 2006, we and the Subsidiary Guarantors had $9.3 million Senior Debt outstanding (excluding unused commitments made by lenders, intercompany debt and outstanding letters of credit) and $283.6 million of Senior Subordinated Debt outstanding represented by the notes.

We conduct our operations through our subsidiaries. Therefore, our ability to service our debt, including the notes, will depend on the cash flows of our subsidiaries and, to the extent they are not Subsidiary Guarantors, their ability to distribute those cash flows as dividends, loans or other payments to us. Certain laws restrict the ability of our subsidiaries to pay us dividends or make loans and advances to us. If these restrictions are applied to subsidiaries that are not Subsidiary Guarantors, then we would not be able to use the cash flows of those subsidiaries to make payments on the notes. Furthermore, under certain circumstances, bankruptcy “fraudulent conveyance” laws or other similar laws could cause the obligations under the Subsidiary Guarantees to be subordinated to claims to which they are not otherwise contractually subordinated. If this were to occur, we would also be unable to use the cash flows of these Subsidiary Guarantors to the extent they face restrictions on distributing funds to us. Any of the situations described above could make it impossible or more difficult for us to service our debt.

In addition, we only have a stockholder’s claim in the assets of our subsidiaries. This stockholder’s claim is junior to the claims that creditors of our subsidiaries have against those subsidiaries. Holders of the notes will only be creditors of U.S. Concrete and those subsidiaries of ours that are Subsidiary Guarantors. In the case of subsidiaries of ours that are not Subsidiary Guarantors, all the existing and future liabilities of those subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the new notes.

As of September 30, 2006, the approximate total balance sheet liabilities of U.S. Concrete and the Subsidiary Guarantors was $477 million, and all other subsidiaries (excluding the liabilities of their respective subsidiaries that are Subsidiary Guarantors) would have had no balance sheet liabilities.

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The Subsidiary Guarantors and our other subsidiaries have other liabilities, including contingent liabilities, that may be significant. The indenture contains limitations on the amount of additional Debt that we and the Restricted Subsidiaries may Incur. However, the amounts of such Debt could nevertheless be substantial and may be Incurred either by Subsidiary Guarantors or by our other subsidiaries.

The new notes and the Subsidiary Guarantees are unsecured obligations of U.S. Concrete and the Subsidiary Guarantors, respectively. Secured Debt of U.S. Concrete and the Subsidiary Guarantors, including their respective obligations under the New Credit Facility, will be effectively senior to the notes and the Subsidiary Guarantees to the extent of the value of the assets securing such Debt, as well as by virtue of its ranking in the case of Debt that constitutes Senior Debt.

We may not pay principal of, or premium, if any, interest on, or any other amounts payable in respect of, the notes, or make any deposit in respect of the notes pursuant to the provisions described under “Defeasance,” and may not repurchase, redeem or otherwise retire any notes (collectively, “pay the notes”), if:

(a) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid within any applicable grace period (including at maturity); or

(b) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms, unless, in either case,

(1) the default has been cured or waived and any such acceleration has been rescinded; or

(2) such Senior Debt has been paid in full in cash;

provided, however, that we may pay the notes without regard to the foregoing if we and the trustee receive written notice approving such payment from the Representative of such issue of Senior Debt.

During the continuance of any default (other than a default described in clause (a) or (b) above) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, we may not pay the notes for a period (a “Payment Blockage Period”) commencing upon the receipt by us and the trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) and ending 179 days thereafter, unless such Payment Blockage Period is earlier terminated by written notice to the trustee and us from the Representative that gave such Payment Blockage Notice:

(a) because such default is no longer continuing; or

(b) because such Designated Senior Debt has been repaid in full in cash.

Unless the holders of such Designated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, we may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments on the notes after the end of such Payment Blockage Period; provided that if any Payment Blockage Notice is delivered to the trustee by or on behalf of the holders of Designated Senior Debt (other than the holders of indebtedness under the New Credit Facility), a Representative of holders of Indebtedness under the New Credit Facility may give another Payment Blockage Notice within such period.

Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period.

If we make any payment or distribution of our assets upon a total or partial liquidation, dissolution or winding up of U.S. Concrete or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to us or our Property or upon an assignment for the benefit of creditors or marshalling of assets and liabilities:

(a) the holders of Senior Debt will be entitled to receive payment in full in cash before the holders of the notes are entitled to receive any payment of principal of, or interest on, or any other amount

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payable to Holders in respect of the notes, except that holders of notes may receive and retain Permitted Junior Securities; and

(b) until the Senior Debt is paid in full in cash, any distribution to which holders of the notes would be entitled but for the subordination provisions of the indenture will be made to holders of the Senior Debt.

If a payment or distribution is made to holders of notes or the trustee for the benefit of the holders of notes that, due to the subordination provisions, should not have been made to them, such holders or the trustee will be required to hold it in trust for the holders of Senior Debt and pay it over to them as their interests may appear.

If payment of the notes is accelerated when any Designated Senior Debt is outstanding, we may not pay the notes until three business days after the Representatives of all issues of Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the notes only if the indenture otherwise permits payment at that time.

The Subsidiary Guarantee of each Subsidiary Guarantor will be subordinated to Senior Debt of such Subsidiary Guarantor to the same extent and in the same manner as the notes are subordinated to Senior Debt of U.S. Concrete.

Because of the indenture’s subordination provisions, holders of Senior Debt of U.S. Concrete or the Subsidiary Guarantors may recover disproportionately more than the holders of the notes recover in a bankruptcy or similar proceeding relating to U.S. Concrete or a Subsidiary Guarantor. In such a case, there may be insufficient assets, or no assets, remaining to pay the principal of or interest on the notes.

Payment from the money or the proceeds of U.S. Government Obligations held in any defeasance trust pursuant to the provisions described under “Defeasance” will not be subject to the subordination provisions described above.

For a discussion of some of the risks relating to the ranking and subordination of the notes, see “Risk Factors — Risks Related to the Notes.”

Subsidiary Guarantees

Our obligations under the indenture, including the repurchase obligation resulting from a Change of Control, are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated, unsecured basis, by all of the existing Domestic Restricted Subsidiaries of U.S. Concrete other than USC LP, Inc., Beall Investment Corporation, Inc. and Atlas Investments Inc. We will cause any non-guarantor Domestic Restricted Subsidiary of U.S. Concrete created or acquired after the Issue Date that Guarantees other Debt of U.S. Concrete to Guarantee the notes. We also will cause any non-Guarantor Foreign Restricted Subsidiary of U.S. Concrete (whether existing on the Issue Date or created or acquired thereafter), which has Guaranteed or which Guarantees any other Debt of U.S. Concrete or any Domestic Restricted Subsidiary, to guarantee the notes. See “Certain Covenants — Future Subsidiary Guarantors.”

The Subsidiary Guarantors currently generate substantially all our revenue. As of September 30, 2006, our subsidiaries that are not Subsidiary Guarantors (excluding the assets and revenues of their respective subsidiaries that are Subsidiary Guarantors) represented none of our assets and revenues, on a consolidated basis.

If U.S. Concrete or a Subsidiary Guarantor, sells or otherwise disposes of either:

(1) its ownership interest in a Subsidiary Guarantor, or

(2) all or substantially all the assets of a Subsidiary Guarantor,

or, if we dissolve a Subsidiary Guarantor, in any case as permitted by the indenture, then such Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. Also, if we defease or discharge the notes, as provided in the provisions described under the captions “— Defeasance” and

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“— Satisfaction and Discharge,” all Subsidiary Guarantors will be released from their obligations under the Subsidiary Guarantees. In addition, if we redesignate a Subsidiary Guarantor as an Unrestricted Subsidiary, which we can do under certain circumstances, the redesignated Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. See “Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” “Certain Covenants — Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries” and “Merger, Consolidation and Sale of Property.”

If any Subsidiary Guarantor makes payments under its Subsidiary Guarantee, each of the other Subsidiary Guarantors must contribute their share of such payments. The other Subsidiary Guarantors’ shares of such payment will be computed based on the proportion that the net worth of the relevant Subsidiary Guarantor represents relative to the aggregate net worth of all the Subsidiary Guarantors combined.

Optional Redemption

Except as set forth below, the notes will not be redeemable at our option prior to April 1, 2009. Starting on that date, we may redeem all or any portion of the notes, at once or over time, after giving the required notice under the indenture, at the redemption prices set forth below, plus accrued and unpaid interest to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for notes redeemed during the 12-month period commencing on April 1 of the years set forth below, and are expressed as percentages of principal amount:

	Redemption
Year	Price
2009		104.188%
2010		102.792%
2011		101.396%
2012 and thereafter		100.000%

In addition, at any time and from time to time, prior to April 1, 2007, we may redeem up to a maximum of 35% of the original aggregate principal amount of the notes (including any Additional Notes) with the proceeds of one or more Equity Offerings, at a redemption price equal to 108.375% of the principal amount thereof, plus accrued and unpaid interest, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, notes in an aggregate amount equal to at least 65% of the original aggregate principal amount of the notes (including any Additional Notes) remain outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice.

Sinking Fund

There will be no mandatory sinking fund payments for the notes.

Repurchase at the Option of Holders Upon a Change of Control

Upon the occurrence of a Change of Control, each holder of notes will have the right to require us to repurchase all or any part of such holder’s notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following any Change of Control, we will:

(a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States; and

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(b) send, by first-class mail, with a copy to the trustee, to each holder of notes, at such holder’s address appearing in the Security Register, a notice stating:

(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to provisions of the indenture and that all notes timely tendered will be accepted for payment;

(2) the Change of Control Purchase Price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 20 business days nor later than 60 days from the date such notice is mailed;

(3) the circumstances and relevant facts regarding the Change of Control; and

(4) the procedures that holders of notes must follow in order to tender their notes (or portions thereof) for payment, and the procedures that holders of notes must follow in order to withdraw an election to tender notes (or portions thereof) for payment.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and purchases all new notes validly tendered and not withdrawn under such Change of Control Offer.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this covenant by virtue of such compliance.

We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to certain covenants described below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of debt outstanding at such time or otherwise affect our capital structure or credit ratings.

The definition of Change of Control includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of “all or substantially all” the Property of U.S. Concrete and the Restricted Subsidiaries, considered as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, if we dispose of less than all of our Property by any of the means described above, the ability of a holder of notes to require us to repurchase its notes may be uncertain. In such a case, holders of the notes may not be able to resolve this uncertainty without resorting to legal action.

The New Credit Facility includes provisions prohibiting us from purchasing any notes at any time before the notes become due and payable or are otherwise required to be repaid or repurchased under terms of the indenture. The New Credit Facility also provides that the occurrence of certain of the events that would constitute a Change of Control would constitute a default under the New Credit Facility and requires that outstanding debt under that facility be repaid upon the occurrence of certain of the events that would constitute a Change of Control. Other future debt of U.S. Concrete may contain prohibitions of certain events which would constitute a Change of Control or require such debt to be repurchased upon a Change of Control. To the extent other debt of U.S. Concrete is both subject to similar repurchase obligations in the event of a Change of Control and ranks senior in right of payment to the notes, all available funds will first be expended for the repurchase of such debt. Moreover, the exercise by holders of notes of their right to require us to repurchase such notes could cause a default under existing or future debt of U.S. Concrete, even if the Change of Control itself does not, due to the financial effect of such repurchase on U.S. Concrete. Finally, our ability to pay cash to holders of notes upon a repurchase may be limited by our then existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. Our failure to repurchase notes in connection with a Change of Control would result in a default under the

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indenture. Such a default could, in turn, constitute a default under agreements governing other debt of U.S. Concrete, including the New Credit Facility, and may constitute a default under future debt as well. If such debt constitutes Designated Senior Debt, the subordination provisions in the indenture would likely restrict payment to holders of notes. Our obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the holders of at least a majority in aggregate principal amount of the notes. See “Amendments and Waivers.”

Certain Covenants

Limitation on Debt.  The indenture provides that U.S. Concrete shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and either:

(1) such Debt is Debt of U.S. Concrete or a Subsidiary Guarantor and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00; or

(2) such Debt is Permitted Debt.

The term “Permitted Debt” is defined to include the following:

(a) (i) Debt of U.S. Concrete evidenced by the outstanding old notes and the Notes issued in exchange for the outstanding old notes and in exchange for any Additional Notes and (ii) Debt of the Subsidiary Guarantors evidenced by Subsidiary Guarantees relating to the outstanding old notes and the new notes issued in exchange for the outstanding old notes and in exchange for any Additional Notes;

(b) Debt of U.S. Concrete or a Subsidiary Guarantor under Credit Facilities; provided that the aggregate principal amount of all such Debt under Credit Facilities at any one time outstanding shall not exceed the greater of (i) $125.0 million, which amount shall be permanently reduced by the amount of Net Available Cash used to permanently Repay Debt under Credit Facilities and not subsequently reinvested in Additional Assets or used to purchase new notes or Repay other Debt, pursuant to the covenant described under “— Limitation on Asset Sales,” and (ii) the sum of (A) 70% of the book value of the inventory of U.S. Concrete and its Restricted Subsidiaries and (B) 70% of the book value of U.S. Concrete’s fleet of concrete mixer trucks and the accounts receivable of U.S. Concrete and its Restricted Subsidiaries, in each case determined on a consolidated basis as of the most recently ended quarter of U.S. Concrete for which financial statements of U.S. Concrete are available;

(c) Debt of U.S. Concrete or a Subsidiary Guarantor in respect of Capital Lease Obligations and Purchase Money Debt; provided that:

(1) the aggregate principal amount of such Debt does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased; and

(2) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed 10% of U.S. Concrete’s Consolidated Tangible Assets;

(d) Debt of U.S. Concrete owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by U.S. Concrete or any other Restricted Subsidiary; provided, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to U.S. Concrete or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof; provided further, however, that such Debt must be expressly subordinated in right of payment to the prior payment in full of all obligations with respect to the new notes and the Guarantees, as the case may be;

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(e) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary is acquired by U.S. Concrete or otherwise becomes a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of U.S. Concrete or was otherwise acquired by U.S. Concrete); provided that at the time such Restricted Subsidiary is acquired by U.S. Concrete or otherwise becomes a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, U.S. Concrete would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant;

(f) Debt under Interest Rate Agreements entered into by U.S. Concrete or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of U.S. Concrete or such Restricted Subsidiary and not for speculative purposes; provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this covenant;

(g) Debt under Currency Exchange Protection Agreements entered into by U.S. Concrete or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by U.S. Concrete or such Restricted Subsidiary in the ordinary course of business and not for speculative purposes;

(h) Debt under Commodity Price Protection Agreements entered into by U.S. Concrete or a Restricted Subsidiary in the ordinary course of the financial management of U.S. Concrete or such Restricted Subsidiary and not for speculative purposes;

(i) Debt in connection with one or more standby letters of credit, bankers’ acceptances, performance, appeal, completion, guarantee, tender, bid and surety bonds and other similar instruments issued by or on behalf of or for the benefit of U.S. Concrete or a Restricted Subsidiary in the ordinary course of business or pursuant to workers’ compensation or self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;

(j) Debt of U.S. Concrete or a Restricted Subsidiary outstanding on the Issue Date not otherwise described in clauses (a) through (i) above;

(k) Debt of U.S. Concrete or a Subsidiary Guarantor in an aggregate principal amount outstanding at any one time not to exceed the greater of $15.0 million and 7.5% of Consolidated Tangible Assets;

(l) Debt of U.S. Concrete or any Subsidiary Guarantor consisting of Guarantees of Debt of U.S. Concrete or any Subsidiary Guarantor Incurred under any other clause of this covenant;

(m) Debt of U.S. Concrete or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business or in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided, however, that such Debt is extinguished within five business days; and

(n) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (c), (e) and (j) above.

Notwithstanding anything to the contrary contained in this covenant, accrual of interest, accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt, will be deemed not to be an Incurrence of Debt for purposes of this covenant.

For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (m) above or is entitled to be incurred pursuant to clause (1) of the first paragraph of this covenant, U.S. Concrete may, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Debt in any manner that complies with this covenant.

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For the purposes of determining compliance with any dollar-denominated restriction on the Incurrence of Debt denominated in a foreign currency, the dollar-equivalent principal amount of such Debt Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Debt was Incurred. Notwithstanding any other provision of this covenant, the maximum amount of Debt that U.S. Concrete and its Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Restricted Payments.  The indenture provides that U.S. Concrete shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment,

(a) a Default or Event of Default shall have occurred and be continuing;

(b) U.S. Concrete could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “Limitation on Debt”; or

(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value at the time of such Restricted Payment) would exceed an amount equal to the sum of:

(1) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from April 1, 2004 to the end of the most recently completed fiscal quarter for which financial statements are available (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit); plus

(2) 100% of the Capital Stock Sale Proceeds at that time; plus

(3) the sum at that time of:

(A) the aggregate net cash proceeds received by U.S. Concrete or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of U.S. Concrete; and

(B) the aggregate amount by which Debt (other than Subordinated Obligations) of U.S. Concrete or any Restricted Subsidiary is reduced on U.S. Concrete’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of U.S. Concrete, excluding,

in the case of clause (A) or (B):

(x) any such Debt issued or sold to U.S. Concrete or a Subsidiary of U.S. Concrete or an employee stock ownership plan or trust established by U.S. Concrete or any such Subsidiary for the benefit of their employees; and

(y) the aggregate amount of any cash or other Property distributed by U.S. Concrete or any Restricted Subsidiary upon any such conversion or exchange; plus

(4) an amount equal to the sum of:

(A) the net reduction, after the Issue Date, in Investments in any Persons other than U.S. Concrete or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property, in each case to U.S. Concrete or any Restricted Subsidiary from such Person; and

(B) the portion (proportionate to U.S. Concrete’s direct or indirect equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;

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provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as a Restricted Payment) by U.S. Concrete or any Restricted Subsidiary in such Person.

Notwithstanding the foregoing limitation, U.S. Concrete and its Restricted Subsidiaries, as applicable may:

(a) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends could have been paid in compliance with the indenture; provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

(b) purchase, repurchase, redeem, defease, acquire or retire for value its Capital Stock or Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of U.S. Concrete (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of U.S. Concrete or an employee stock ownership plan or trust established by U.S. Concrete or any such Subsidiary for the benefit of their employees); provided, however, that

(1) such purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded from the calculation of the amount of Restricted Payments; and

(2) the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) above;

(c) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement shall be excluded from the calculation of the amount of Restricted Payments;

(d) purchase, repurchase, redeem, acquire or retire for value shares of, or options to purchase shares of, Capital Stock of U.S. Concrete or any of its Subsidiaries from current or former officers, directors or employees of U.S. Concrete or any of its Subsidiaries (or permitted transferees or beneficiaries of such current or former officers, directors or employees), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that:

(1) the aggregate amount of such repurchases shall not exceed $1.0 million in any calendar year; and

(2) at the time of such repurchase, no other Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such repurchases shall be included in the calculation of the amount of Restricted Payments; and

(e) other Restricted Payments in an aggregate amount not to exceed $10.0 million.

Limitation on Liens.  The indenture provides that U.S. Concrete shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens or Liens securing Senior Debt or other obligations that are contractually senior in right of payment to the notes or the Guarantees) upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, unless:

(a) if such Lien secures Senior Subordinated Debt, the notes or the applicable Subsidiary Guarantee are secured on an equal and ratable basis with such Debt; and

(b) if such Lien secures Subordinated Obligations, such Lien shall be subordinated to a Lien securing the new notes or the applicable Subsidiary Guarantee, as the case may be, in the same Property as that securing such Lien to the same extent as such Subordinated Obligations are subordinated to the notes and the Subsidiary Guarantees.

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Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries.  The indenture provides that U.S. Concrete shall not:

(a) sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary (other than to secure Senior Debt permitted to be incurred under the indenture); or

(b) permit any Restricted Subsidiary to, directly or indirectly, issue or sell or otherwise dispose of any shares of its Capital Stock;

other than, in the case of either (a) or (b):

(1) directors’ qualifying shares or Capital Stock required by applicable law to be held by a Person other than U.S. Concrete or a Restricted Subsidiary;

(2) to U.S. Concrete or a Wholly Owned Restricted Subsidiary; or

(3) a disposition of outstanding shares of Capital Stock of a Restricted Subsidiary by U.S. Concrete or a Restricted Subsidiary to another Person; provided, however, that, in the case of this clause (3), such disposition is effected in compliance with the covenant described under “Limitation on Asset Sales” and, to the extent applicable, “Limitation on Restricted Payments.”

Limitation on Asset Sales.  The indenture provides that U.S. Concrete shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

(a) U.S. Concrete or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;

(b) at least 75% of the consideration paid to U.S. Concrete or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash or Cash Equivalents; and

(c) U.S. Concrete delivers an Officers’ Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses (a) and (b).

Solely for the purposes of clause (b) above of this “Asset Sales” provision, the following will be deemed to be cash:

(x) the assumption by the purchaser of liabilities of U.S. Concrete or any Restricted Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated to the notes or to the applicable Subsidiary Guarantee) as a result of which U.S. Concrete and the Restricted Subsidiaries are no longer obligated with respect to such liabilities; and

(y) any securities, notes or other obligations received by U.S. Concrete or any such Restricted Subsidiary from such purchaser to the extent they are promptly converted or monetized by U.S. Concrete or such Restricted Subsidiary into cash (to the extent of the cash received).

The Net Available Cash (or any portion thereof) from Asset Sales may be applied by U.S. Concrete or a Restricted Subsidiary, to the extent U.S. Concrete or such Restricted Subsidiary elects (or is required by the terms of any Debt):

(a) (i) to repay outstanding borrowings (but not permanently reduce the commitments) under the revolving credit facility portion of the New Credit Facility as required by the terms of the New Credit Facility or (ii) to Repay Senior Debt of U.S. Concrete or any Subsidiary Guarantor or Debt of any Restricted Subsidiary that is not a Subsidiary Guarantor (excluding, in any such case, any Debt owed to U.S. Concrete or an Affiliate of U.S. Concrete);

(b) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by U.S. Concrete or another Restricted Subsidiary); or

(c) to make any capital expenditure.

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Pending the final application of any such Net Available Cash, U.S. Concrete may temporarily reduce revolving credit borrowings or otherwise invest such Net Available Cash in any manner that is not prohibited by the indenture.

Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 360 days from the date of the receipt of such Net Available Cash or that is not segregated from the general funds of U.S. Concrete for investment in identified Additional Assets in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 360-day period and that shall not have been completed or abandoned will constitute “Excess Proceeds;” provided, however, that the amount of any Net Available Cash that ceases to be so segregated as contemplated above and any Net Available Cash that is segregated in respect of a project that is abandoned or completed will also constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be so segregated or at the time the relevant project is so abandoned or completed, as applicable; provided further, however, that the amount of any Net Available Cash that continues to be segregated for investment in identified Additional Assets and that is not actually so invested within 24 months from the end of such 360-day period will also constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds exceeds $10.0 million (taking into account income earned on such Excess Proceeds, if any), U.S. Concrete will be required to make an offer to repurchase (the “Prepayment Offer”) the notes, which offer must be in the amount of the Allocable Excess Proceeds (rounded to the nearest $1,000), on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of notes have been given the opportunity to tender their notes for repurchase in accordance with the indenture, U.S. Concrete or such Restricted Subsidiary may use such remaining amount for any purpose permitted by the indenture, and the amount of Excess Proceeds will be reset to zero.

The term “Allocable Excess Proceeds” means the product of:

(a) the Excess Proceeds; and

(b) a fraction,

(1) the numerator of which is the aggregate principal amount of the notes outstanding on the date of the Prepayment Offer; and

(2) the denominator of which is the sum of the aggregate principal amount of the notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of U.S. Concrete outstanding on the date of the Prepayment Offer that is equal in right of payment with the new notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring U.S. Concrete to make an offer to repurchase such Debt at substantially the same time as the Prepayment Offer.

Within five business days after we are obligated to make a Prepayment Offer as described in the preceding paragraph, we will send a written notice, by first-class mail, to the holders of notes, accompanied by such information regarding us and our Subsidiaries as we in good faith believe will enable such holders to make an informed decision with respect to such Prepayment Offer. Any such notice must state, among other things, the purchase price and the repurchase date, which will be, subject to any contrary requirements of applicable law, a business day no earlier than 20 business days nor later than 60 days from the date such notice is mailed.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant,

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we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this covenant by virtue of that compliance.

The New Credit Facility includes provisions prohibiting us from purchasing any notes at any time before the notes become due and payable or are otherwise required to be repaid or repurchased under terms of the indenture. The New Credit Facility provides that the occurrence of certain of the events that would constitute an Asset Sale would constitute a default under the New Credit Facility and requires that outstanding debt under that facility be repaid upon the occurrence of some of the events that would constitute an Asset Sale. Other future debt of U.S. Concrete may contain prohibitions of certain events which would constitute an Asset Sale or require such debt to be repurchased following an Asset Sale. To the extent other debt of U.S. Concrete is both subject to similar repurchase obligations in the event of an Asset Sale and ranks senior in right of payment to the notes, all available funds will first be expended for the repurchase of such debt. Moreover, the exercise by holders of notes of their right to require us to repurchase such notes could cause a default under existing or future debt of U.S. Concrete, even if the Asset Sale itself does not, due to the financial effect of such repurchase on U.S. Concrete. Finally, our ability to pay cash to holders of notes upon a repurchase may be limited by our then existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. Our failure to repurchase notes in connection with an Asset Sale would result in a default under the indenture. Such a default could, in turn, constitute a default under agreements governing other debt of U.S. Concrete, including the New Credit Facility, and may constitute a default under future debt as well. If such debt constitutes Designated Senior Debt, the subordination provisions in the indenture would likely restrict payment to holders of notes. Our obligation to make an offer to repurchase the notes as a result of an Asset Sale may be waived or modified at any time prior to the occurrence of such Asset Sale with the written consent of the holders of at least a majority in aggregate principal amount of the notes. See “Amendments and Waivers.”

Limitation on Restrictions on Distributions from Restricted Subsidiaries.  The indenture provides that U.S. Concrete shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist any consensual restriction on the right of any Restricted Subsidiary to:

(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to U.S. Concrete or any other Restricted Subsidiary,

(b) make any loans or advances to U.S. Concrete or any other Restricted Subsidiary; or

(c) transfer any of its Property to U.S. Concrete or any other Restricted Subsidiary.

The foregoing limitations do not apply:

(1) with respect to clauses (a), (b) and (c), to restrictions:

(A) in effect on the Issue Date (including, without limitation, restrictions pursuant to the notes, the indenture and the New Credit Facility);

(B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by U.S. Concrete;

(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below; provided that such restrictions are not materially less favorable, taken as a whole, to the holders of notes than those under the agreement evidencing the Debt so Refinanced;

(D) existing under or by reason of applicable law or governmental regulation; and

(E) that constitute customary restrictions contained in joint venture agreements entered into in the ordinary course of business and in good faith and not otherwise prohibited by the indenture; and

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(2) with respect to clause (c) only, to restrictions:

(A) relating to Debt that is permitted to be Incurred and secured without also securing the notes or the applicable Subsidiary Guarantee pursuant to the covenants described under “Limitation on Debt” and “Limitation on Liens” that limit the right of the debtor to dispose of the Property securing such Debt;

(B) encumbering Property at the time such Property was acquired by U.S. Concrete or any Restricted Subsidiary, so long as such restrictions relate solely to the Property so acquired and were not created in connection with or in anticipation of such acquisition;

(C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder;

(D) customary restrictions contained in asset sale agreements, stock sale agreements, sale-leaseback agreements and similar agreements limiting the transfer of such Property pending the closing of such sale; and

(E) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Limitation on Transactions with Affiliates.  The indenture provides that U.S. Concrete shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of U.S. Concrete (an “Affiliate Transaction”), unless:

(a) the terms of such Affiliate Transaction are set forth in writing and no less favorable to U.S. Concrete or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of U.S. Concrete;

(b) if such Affiliate Transaction involves aggregate payments or value in excess of $2.0 million, the Board of Directors (including, in either case, at least a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction; and

(c) if such Affiliate Transaction involves aggregate payments or value in excess of $15.0 million, U.S. Concrete obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to U.S. Concrete and the Restricted Subsidiaries.

Notwithstanding the foregoing limitation, U.S. Concrete or any Restricted Subsidiary may enter into or suffer to exist the following:

(a) any transaction or series of transactions between U.S. Concrete and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries; provided that no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate of U.S. Concrete (other than a Restricted Subsidiary);

(b) any Restricted Payment permitted to be made pursuant to the covenant described under “Limitation on Restricted Payments” or any Permitted Investment;

(c) the payment of compensation (including amounts paid pursuant to employment agreements and employee benefit plans) for the personal services of officers, directors and employees of U.S. Concrete or any of the Restricted Subsidiaries and the reimbursement of related expenses, so long as, in the case of compensation, the Board of Directors shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;

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(d) loans and advances to employees made in the ordinary course of business and consistent with the past practices of U.S. Concrete or such Restricted Subsidiary, as the case may be; provided that such loans and advances do not exceed $2.0 million in the aggregate at any one time outstanding;

(e) transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business and consistent with industry practice and otherwise in compliance with the terms of the indenture, and which are fair to U.S. Concrete and its Restricted Subsidiaries, as applicable, in the judgment of the Board of Directors and are on terms no less favorable to U.S. Concrete or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of U.S. Concrete;

(f) compliance with provisions contained in the charters and bylaws of U.S. Concrete and its Restricted Subsidiaries and any applicable corporate laws, in each case relating to indemnification, and director and officer indemnification agreements entered into in good faith and approved by the Board of Directors;

(g) transactions pursuant to any contract or agreement in effect on the date of the indenture and described in this prospectus, as any such contract or agreement may be amended, modified or replaced (including successive replacements) from time to time, so long as the amended, modified or new contract or agreement, taken as a whole, is no less favorable to U.S. Concrete and the Restricted Subsidiaries than the contract or agreement being amended, modified or replaced, as in effect on the date of the indenture; and

(h) any sale of Capital Stock (other than Disqualified Stock) of U.S. Concrete to Affiliates of U.S. Concrete.

Limitation on Layered Debt.  The indenture provides that U.S. Concrete shall not, and shall not permit any Subsidiary Guarantor to, Incur, directly or indirectly, any Debt that is subordinate or junior in right of payment to any Senior Debt unless such Debt is Senior Subordinated Debt or is expressly subordinated in right of payment to Senior Subordinated Debt. In addition, indenture provides that no Subsidiary Guarantor shall Guarantee, directly or indirectly, any Debt of U.S. Concrete that is subordinate or junior in right of payment to any Senior Debt unless such Guarantee is expressly subordinate in right of payment to, or ranks equally in right of payment with, the Subsidiary Guarantee of such Subsidiary Guarantor.

Designation of Restricted and Unrestricted Subsidiaries.  The indenture provides that the Board of Directors may designate any Subsidiary of U.S. Concrete to be an Unrestricted Subsidiary if U.S. Concrete or a Restricted Subsidiary, as the case may be, is permitted to make such Investment in such Subsidiary and such Subsidiary:

(a) has no Debt other than Non-Recourse Debt; provided, however, that U.S. Concrete or a Restricted Subsidiary may loan, advance, extend credit to, or Guarantee the Debt of an Unrestricted Subsidiary at any time at or after such Subsidiary is designated as an Unrestricted Subsidiary in accordance with the covenant described under “Limitation on Restricted Payments”;

(b) is not party to any agreement, contract, arrangement or understanding with U.S. Concrete or any Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable, taken as a whole, to U.S. Concrete or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of U.S. Concrete;

(c) is a Person with respect to which neither U.S. Concrete nor any Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Capital Stock or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(d) has not Guaranteed or otherwise directly or indirectly provided credit support in the form of Debt for any Debt of U.S. Concrete or its Restricted Subsidiaries.

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Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of U.S. Concrete will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements described in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary.

Except as provided in the first sentence of the preceding paragraph, the indenture provides that no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither U.S. Concrete nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this covenant, such Restricted Subsidiary will, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.

The indenture provides that the Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation,

(x) U.S. Concrete could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “Limitation on Debt”; and

(y) no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate that:

(a) certifies that such designation or redesignation complies with the foregoing provisions; and

(b) gives the effective date of such designation or redesignation;

such filing with the Trustee must be made within 45 days after the end of the fiscal quarter of U.S. Concrete in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of U.S. Concrete’s fiscal year, within 90 days after the end of such fiscal year).

Future Subsidiary Guarantors.  The indenture provides that U.S. Concrete shall cause each Person that becomes a Domestic Restricted Subsidiary following the Issue Date and that Guarantees other Debt of U.S. Concrete to execute and deliver to the Trustee a Subsidiary Guarantee. In addition, the indenture provides that U.S. Concrete will cause any non-guarantor Domestic or Foreign Restricted Subsidiary (whether in existence on the Issue Date or created or acquired thereafter), which has Guaranteed or which Guarantees any other Debt of U.S. Concrete or any Domestic Restricted Subsidiary, to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such non-guarantor Restricted Subsidiary will Guarantee payment of our obligations under the notes on the same terms and conditions as set forth in the Guarantee of such other Debt of U.S. Concrete or any Domestic Restricted Subsidiary given by such non-guarantor Restricted Subsidiary; provided that if such other Debt is by its express terms subordinated in right of payment to the notes, any such Guarantee of such non-guarantor Restricted Subsidiary with respect to such other Debt will be subordinated in right of payment to such non-guarantor Restricted Subsidiary’s Guarantee with respect to the notes substantially to the same extent as such other Debt is subordinated to the notes; provided further, however, that any such Guarantee will provide by its terms that it will be automatically and unconditionally released upon the release or discharge of such Guarantee of payment of such other Debt (except a discharge by or as a result of payment under such Guarantee).

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Merger, Consolidation and Sale of Property

The indenture provides that U.S. Concrete shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into U.S. Concrete) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of related transactions unless:

(a) U.S. Concrete shall be the Surviving Person in such merger, consolidation or amalgamation, or the Surviving Person (if other than U.S. Concrete) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; provided, however, that if such Person is not a corporation, a corporate Wholly Owned Restricted Subsidiary of such Person becomes a co-issuer of the notes in connection therewith;

(b) the Surviving Person (if other than U.S. Concrete) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the notes, according to their tenor, and the due and punctual performance of all the covenants and conditions of the indenture to be performed by U.S. Concrete;

(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of U.S. Concrete, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;

(d) immediately after giving effect to such transaction or series of related transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of related transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of related transactions), no Default or Event of Default shall have occurred and be continuing;

(e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, U.S. Concrete or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “Certain Covenants — Limitation on Debt”; and

(f) U.S. Concrete shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied.

The foregoing provisions (other than clause (d)) will not apply to any transaction or series of related transactions which constitute an Asset Sale if U.S. Concrete has complied with the covenant described under “Certain Covenants — Limitation on Asset Sales.”

The indenture provides that U.S. Concrete shall not permit any Subsidiary Guarantor to merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into U.S. Concrete or such Subsidiary Guarantor or a merger of such Subsidiary Guarantor with or into U.S. Concrete or another Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of related transactions (other than a sale, transfer, assignment, lease, conveyance or other disposition between or among U.S. Concrete and any Subsidiary Guarantor) unless:

(a) the Surviving Person (if not such Subsidiary Guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

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(b) the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance of all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee;

(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such Subsidiary Guarantor, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;

(d) immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, U.S. Concrete or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, U.S. Concrete or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

(e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, U.S. Concrete would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “Certain Covenants — Limitation on Debt”; and

(f) U.S. Concrete shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and such Subsidiary Guarantee, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied.

The foregoing provisions (other than clause (d)) will not apply to any transaction or series of related transactions which constitute an Asset Sale if U.S. Concrete has complied with the covenant described under “Certain Covenants — Limitation on Asset Sales.”

Upon the consummation of any transaction effected in accordance with these provisions, the Surviving Person (if U.S. Concrete or a Subsidiary Guarantor, as the case may be, is not the Surviving Person) shall succeed to, and be substituted for, and may exercise every right and power of U.S. Concrete under the indenture (or of the Subsidiary Guarantor under the Subsidiary Guarantee, as the case may be). Upon such substitution, and except in the case of:

(a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of U.S. Concrete as an entirety or substantially as an entirety); or

(b) a lease;

the predecessor shall be released from its obligations and covenants under the indenture and the notes.

Payments for Consents

The indenture provides that U.S. Concrete shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid or is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SEC Reports

Notwithstanding that U.S. Concrete may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the indenture provides that U.S. Concrete to file with the Commission and provide the Trustee and holders of notes with such annual reports and such information, documents and other reports

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as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed with the Commission and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that U.S. Concrete shall not be so obligated to file such information, documents and reports with the Commission if the Commission does not permit such filings.

Events of Default

Events of Default in respect of the notes include:

(1) failure to make the payment of any interest on the notes when the same becomes due and payable, and such failure continues for a period of 30 days;

(2) failure to make the payment of any principal of, or premium, if any, on, any of the notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;

(3) failure to comply with the covenant described under “Merger, Consolidation and Sale of Property”;

(4) failure to comply with any other covenant or agreement in the notes or in the indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)), and such failure continues for 60 days after written notice is given to U.S. Concrete as provided below;

(5) a default under any Debt by U.S. Concrete or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $10.0 million or its foreign currency equivalent at the time (the “cross acceleration provisions”);

(6) any final judgment or judgments for the payment of money in an aggregate amount in excess of $10.0 million (or its foreign currency equivalent at the time) (net of any amounts, subject to customary deductibles, that the reputable and creditworthy insurance company shall have not denied coverage under applicable policies) that shall be rendered against U.S. Concrete or any Restricted Subsidiary and that shall not be waived, satisfied, discharged or bonded for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the “judgment default provisions”);

(7) certain events involving bankruptcy, insolvency or reorganization of U.S. Concrete or any Significant Subsidiary (the “bankruptcy provisions”); and

(8) any Subsidiary Guarantee of a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee (the “guarantee provisions”).

A Default under clause (4) is not an Event of Default until the Trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding notify U.S. Concrete of the Default and U.S. Concrete does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

The indenture provides that U.S. Concrete shall deliver to the Trustee, within 30 days after an Officer of U.S. Concrete becomes aware of the occurrence thereof, written notice in the form of an Officers’ Certificate of any event that with the giving of notice or the lapse of time or both would become an Event of Default, its status and what action U.S. Concrete is taking or proposes to take with respect thereto.

If an Event of Default with respect to the notes (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to U.S. Concrete) shall have occurred and be continuing, the Trustee or the registered holders of not less than 25% in aggregate principal amount of the notes then outstanding may declare to be immediately due and payable the principal amount of all the new notes then outstanding, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to U.S. Concrete shall

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occur, such amount with respect to all the notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the notes. After any such acceleration, but before a judgment or decree of a court of competent jurisdiction based on acceleration is obtained by the Trustee, the registered holders of at least a majority in aggregate principal amount of the notes then outstanding may, under certain circumstances, rescind and annul such acceleration and its consequences if all Events of Default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the indenture.

Subject to the provisions of the indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the notes, unless such holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the holders of at least a majority in aggregate principal amount of the notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the notes.

However, the trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the trustee in personal liability, or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from holders of notes.

No holder of notes will have any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

(a) such holder has previously given to the Trustee written notice of a continuing Event of Default;

(b) the registered holders of at least 25% in aggregate principal amount of the notes then outstanding have made a written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee; and

(c) the Trustee shall not have received from the registered holders of at least a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

However, such limitations do not apply to a suit instituted by a holder of any note for enforcement of payment of the principal of, and premium, if any, or interest on such note on or after the respective due dates expressed in such note.

No Personal Liability of Directors, Officers, Employees and Stockholders

The indenture provides that no director, officer, employee, incorporator or stockholder of U.S. Concrete or any Subsidiary Guarantor, as such, will have any liability for any obligations of U.S. Concrete or any Subsidiary Guarantor under the notes, the indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants, it is the opinion of the SEC that such indemnification is against public policy and is therefore unenforceable.

Amendments and Waivers

Subject to certain exceptions, U.S. Concrete and the Trustee with the consent of the registered holders of at least a majority in aggregate principal amount of the notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the notes) may amend the indenture, the notes, and the Subsidiary Guarantees and the registered holders of at least a majority in aggregate principal amount of the notes outstanding may waive any past default or compliance with any provisions of the indenture, the notes

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and the Subsidiary Guarantees (except a default in the payment of principal, premium, interest and certain covenants and provisions of the indenture which cannot be amended without the consent of each holder of outstanding notes). However, without the consent of each holder of a note that is outstanding, no amendment may, among other things,

(1) reduce the amount of notes whose holders must consent to an amendment or waiver;

(2) reduce the rate of, or extend the time for payment of interest on any note;

(3) reduce the principal, or extend the Stated Maturity of, any note;

(4) make any note payable in money other than that stated in the note;

(5) impair the right of any holder of the notes to receive payment of principal of, premium, if any, and interest on such holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s notes or any Subsidiary Guarantee;

(6) reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed, as described under “Optional Redemption”;

(7) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the notes must be repurchased pursuant to such Change of Control Offer;

(8) at any time after U.S. Concrete is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which such Prepayment Offer must be made or at which the notes must be repurchased pursuant thereto;

(9) make any change to the subordination provisions of the indenture that would adversely affect the holders of the notes; or

(10) make any change in any Subsidiary Guarantee that would adversely affect the holders of the notes (other than releases effected in accordance with the terms of the indenture in effect on the Issue Date).

The indenture, the notes and the Subsidiary Guarantees may be amended by U.S. Concrete and the Trustee without the consent of any holder of the notes to:

(1) cure any ambiguity, omission, defect or inconsistency;

(2) provide for the assumption by a Surviving Person of the obligations of U.S. Concrete under the indenture or of a Subsidiary Guarantor under the indenture and, if applicable, its Subsidiary Guarantee;

(3) provide for uncertificated notes in addition to or in place of certificated notes; provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code;

(4) add additional Guarantees with respect to the notes or release, terminate or discharge Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the indenture;

(5) secure the notes, add to the covenants of U.S. Concrete for the benefit of the holders of the notes or surrender any right or power conferred upon U.S. Concrete;

(6) make any change that does not adversely affect the rights of any holder of the notes;

(7) make any change to the subordination provisions of the indenture that would limit or terminate the benefits available to any holder of Senior Debt under such provisions;

(8) comply with any requirement in connection with the qualification of the indenture under the Trust Indenture Act;

(9) provide for the issuance of additional notes in accordance with the indenture; or

(10) evidence and provide for the acceptance of an appointment by a successor trustee.

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No amendment may be made to the subordination provisions of the indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or their Representative) consent to such change. The consent of the holders of the notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, U.S. Concrete is required to mail to each registered holder of the notes at such holder’s address appearing in the Security Register a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

We may at any time terminate all our obligations under the notes and the indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. U.S. Concrete at any time may terminate:

(1) its obligations under the covenants described under “Repurchase at the Option of Holders Upon a Change of Control” and “Certain Covenants”;

(2) the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to Significant Subsidiaries, the guarantee provisions described under “Events of Default” above; and

(3) the limitations contained in clause (e) under the first and second paragraphs of “Merger, Consolidation and Sale of Property” above (“covenant defeasance”).

U.S. Concrete may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If U.S. Concrete exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If U.S. Concrete exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (4) (with respect to the covenants described under “Certain Covenants”), (5), (6), (7) (with respect only to Significant Subsidiaries) or (8) under “Events of Default” above or because of the failure of U.S. Concrete to comply with clause (e) under the first and second paragraphs of “Merger, Consolidation and Sale of Property” above. If U.S. Concrete exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee.

The legal defeasance option or the covenant defeasance option may be exercised only if:

(a) U.S. Concrete irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, premium, if any, and interest on the notes to maturity or redemption, as the case may be;

(b) U.S. Concrete delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the notes to be defeased to maturity or redemption, as the case may be;

(c) 91 days pass after the deposit is made, and during the 91-day period, no Default described in clause (7) under “Events of Default” occurs with respect to U.S. Concrete or any other Person making such deposit which is continuing at the end of the period;

(d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;

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(e) such deposit does not constitute a default under any other agreement or instrument binding on U.S. Concrete;

(f) U.S. Concrete delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

(g) in the case of the legal defeasance option, U.S. Concrete delivers to the Trustee an Opinion of Counsel stating that:

(1) U.S. Concrete has received from the Internal Revenue Service a ruling, or

(2) since the date of the indenture there has been a change in the applicable Federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance has not occurred;

(h) in the case of the covenant defeasance option, U.S. Concrete delivers to the Trustee an Opinion of Counsel to the effect that the holders of the notes will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and

(i) U.S. Concrete delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the notes have been complied with as required by the indenture.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to U.S. Concrete have been delivered to the trustee for cancellation; or

(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year, and U.S. Concrete has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation, for principal, premium and accrued and unpaid interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which U.S. Concrete or any Subsidiary Guarantor is a party or by which U.S. Concrete or any Subsidiary Guarantor is bound;

(3) U.S. Concrete has paid or caused to be paid all sums payable by it under the indenture; and

(4) U.S. Concrete has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

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In addition, U.S. Concrete must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to the satisfaction and discharge have been satisfied.

Governing Law

The indenture and the notes are governed by the internal laws of the State of New York without reference to principles of conflicts of law.

The Trustee

Wells Fargo Bank, National Association, is the Trustee under the indenture.

Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.

“Additional Assets” means:

(a) any Property (other than cash, Cash Equivalents and securities) to be owned by U.S. Concrete or any Restricted Subsidiary and used in a Permitted Business; or

(b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by U.S. Concrete or another Restricted Subsidiary from any Person other than U.S. Concrete or an Affiliate of U.S. Concrete; provided, however, that, in the case of this clause (b), such Restricted Subsidiary is primarily engaged in a Permitted Business.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Asset Sale” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by U.S. Concrete or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction and including any sale or issuance of the Capital Stock of any Restricted Subsidiary (each referred to for the purposes of this definition as a “disposition”), of any other Property of U.S. Concrete or any Restricted Subsidiary outside of the ordinary course of business of U.S. Concrete or such Restricted Subsidiary, other than:

(a) any disposition by a Restricted Subsidiary to U.S. Concrete or by U.S. Concrete or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary;

(b) any disposition that constitutes a Permitted Investment or is permitted by the covenant described under “Certain Covenants — Limitation on Restricted Payments”;

(c) any disposition effected in compliance with the first paragraph of the covenant described under “Merger, Consolidation and Sale of Property”;

(d) any disposition in a single transaction or a series of related transactions of assets for aggregate consideration of less than $2.0 million;

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(e) the creation of any Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;

(f) any disposition of surplus, discontinued, damaged or worn-out equipment or other immaterial assets no longer used in the ongoing business of U.S. Concrete and its Restricted Subsidiaries;

(g) any other disposition of cash or Cash Equivalents; and

(h) the trade or exchange by U.S. Concrete or any of its Restricted Subsidiaries of any assets used or useful in U.S. Concrete’s business that are owned or held by U.S. Concrete or such Restricted Subsidiary solely for (1) assets used or useful in U.S. Concrete’s business that are owned or held by another Person or (2) Capital Stock of a Person engaged in a Permitted Business and which as a result of such transaction becomes a Restricted Subsidiary of U.S. Concrete, in either case, that the Board of Directors determines to be of approximately equivalent value.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination,

(a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligations”; and

(b) in all other instances, the greater of:

(1) the Fair Market Value of the Property subject to such Sale and Leaseback Transaction; and

(2) the present value (discounted at the interest rate borne by the notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).

“Average Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:

(a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by

(b) the sum of all such payments.

“Board of Directors” means the board of directors of U.S. Concrete or any duly authorized committee thereof.

“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of “Certain Covenants — Limitation on Liens,” a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

“Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible into or exchangeable for such equity interest.

“Capital Stock Sale Proceeds” means at any date the aggregate cash proceeds received by U.S. Concrete from the issuance or sale (other than to a Subsidiary of U.S. Concrete or an employee stock ownership plan or trust established by U.S. Concrete or any such Subsidiary for the benefit of their employees) by U.S. Concrete of its Capital Stock (other than Disqualified Stock) after the Issue Date and until such date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage,

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consultant and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Cash Equivalents” means any of the following:

(a) Investments in U.S. Government Obligations maturing not more than one year from the date of acquisition thereof;

(b) Investments in demand deposit accounts, time deposit accounts, certificates of deposit and money market deposits maturing not more than one year from the date of acquisition thereof issued by a bank or trust company organized under the laws of the United States of America or any state thereof having capital, surplus and undivided profits aggregating in excess of $250.0 million and whose long-term debt is rated, on the date of the Investment, “A-3” or “A−” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) or (b) entered into with:

(1) a bank meeting the qualifications described in clause (b) above; or

(2) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;

(d) Investments in commercial paper, maturing not more than 270 days after the date of acquisition with a rating, on the date of the Investment, of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or at least an equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

(e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:

(1) the long-term debt of such state is rated, at the time of the Investment, “A-3” or “A−” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)); and

(2) such obligations mature not more than one year from the date of acquisition thereof; and

(f) Investments in mutual funds whose investment guidelines restrict substantially all of such funds’ investments to those satisfying the provisions of any one or more of clauses (a) through (e) above.

“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of U.S. Concrete; provided that for purposes of this clause (a), a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the occurrence of a subsequent condition; and provided further, that such person or group shall be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate at least a majority of the total voting power of the Voting Stock of such parent corporation; or

(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of U.S. Concrete and the Restricted Subsidiaries, considered as a whole (other than a disposition of such Property to a Wholly Owned Restricted Subsidiary), shall have occurred,

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or U.S. Concrete consolidates with or merges with or into any other Person or any other Person consolidates with or merges with or into U.S. Concrete, in any such event pursuant to a transaction in which the outstanding Voting Stock of U.S. Concrete is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:

(1) the outstanding Voting Stock of U.S. Concrete is reclassified into or exchanged for other Voting Stock of U.S. Concrete or Voting Stock of the Surviving Person; and

(2) the holders of the Voting Stock of U.S. Concrete immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of U.S. Concrete or the Surviving Person immediately after such transaction; or

(c) during any period of two consecutive years, beginning after the Issue Date, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the stockholders of U.S. Concrete was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors then in office; or

(d) the stockholders of U.S. Concrete shall have approved any plan of liquidation or dissolution of U.S. Concrete.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission.

“Commodity Price Protection Agreement” means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:

(a) the aggregate amount of EBITDA for U.S. Concrete’s most recent four consecutive fiscal quarters ending at least 45 days prior to such determination date for which U.S. Concrete’s consolidated financial statements are available to

(b) Consolidated Interest Expense for such four fiscal quarters;

provided, however, that:

(1) if

(A) since the beginning of such period U.S. Concrete or any Restricted Subsidiary has Incurred any Debt other than Debt under a revolving credit facility used for working capital purposes in the ordinary course of business that remains outstanding at the end of such period or Repaid any Debt; or

(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,

Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided that, in the event of any such Repayment of Debt, EBITDA for such period shall be calculated as if U.S. Concrete or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and

(2) if

(A) since the beginning of such period U.S. Concrete or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any

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Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business;

(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition; or

(C) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into U.S. Concrete or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition,

then EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment or acquisition had occurred on the first day of such period.

If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term of at least 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, U.S. Concrete shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent U.S. Concrete and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

“Consolidated Interest Expense” means, for any period, without duplication of amounts, the total interest expense of U.S. Concrete and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent Incurred by U.S. Concrete or its Restricted Subsidiaries during such period;

(a) imputed interest expense with respect to Attributable Debt in respect of Sale and Leaseback Transactions and interest expense attributable to Capital Lease Obligations;

(b) amortization of debt discount and debt issuance cost, including commitment fees but excluding amortization or write-off of deferred financing charges (including amendment fees) Incurred in respect of the initial issuance of the notes or in connection with the entering into of the New Credit Facility;

(c) capitalized interest;

(d) non-cash interest expense;

(e) commissions, discounts and other fees and charges owed with respect to letters of credit and banker’s acceptance financing;

(f) net costs associated with Hedging Obligations (including amortization of fees);

(g) Disqualified Stock Dividends;

(h) Preferred Stock Dividends;

(i) interest expense Incurred in connection with Investments in discontinued operations;

(j) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by U.S. Concrete or any Restricted Subsidiary; and

(k) the cash contributions to any employee stock ownership plan or trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than U.S. Concrete) in connection with Debt Incurred by such plan or trust;

provided, however, that Consolidated Interest Expense for any period shall not include any expense resulting from the prepayment of U.S. Concrete’s 12% senior subordinated notes due 2010, including the make-whole premium thereon and write-off of deferred financing charges thereon.

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“Consolidated Net Income” means, for any period, the net income (loss) of U.S. Concrete and its Restricted Subsidiaries determined on a consolidated basis in conformity with GAAP; provided, however, that there shall not be included in the computation of such Consolidated Net Income:

(a) any net income (loss) of any Person (other than U.S. Concrete) if such Person is not a Restricted Subsidiary, except that:

(1) subject to the exclusion contained in clause (c) below, equity of U.S. Concrete and its consolidated Restricted Subsidiaries in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to U.S. Concrete or a Restricted Subsidiary as a dividend, advance or other distribution (subject, in any case involving a dividend, advance or other distribution to a Restricted Subsidiary, to the limitations contained in clause (b) below); and

(2) the equity of U.S. Concrete and its consolidated Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to contractual or legally binding prohibitions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to U.S. Concrete or another Restricted Subsidiary, except that:

(1) subject to the exclusion contained in clause (c) below, the equity of U.S. Concrete and its consolidated Restricted Subsidiaries in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the greater of (x) the aggregate amount of cash distributed by such Restricted Subsidiary during such period to U.S. Concrete or another Restricted Subsidiary as a dividend or other distribution (subject, in any case involving a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause) and (y) the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to U.S. Concrete or another Restricted Subsidiary as a dividend or other distribution (subject, in any case involving a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause); and

(2) the equity of U.S. Concrete and its consolidated Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(c) any gain (but not loss) realized upon the sale or other disposition of any Property of U.S. Concrete or any of its consolidated Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business;

(d) any extraordinary gain or loss;

(e) any gain or loss resulting from the prepayment of U.S. Concrete’s 12% senior subordinated notes due 2010, including the make-whole premium thereon and write-off of deferred financing charges thereon;

(f) the cumulative effect of a change in accounting principles; and

(g) any non-cash compensation expense realized in respect of grants of performance shares, stock options or other rights to officers, directors and employees of U.S. Concrete or any Restricted Subsidiary; provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of U.S. Concrete (other than Disqualified Stock).

Notwithstanding the foregoing, for purposes of the covenant described under “Certain Covenants — Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of Property from Unrestricted Subsidiaries to

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U.S. Concrete or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

“Consolidated Tangible Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of U.S. Concrete and its consolidated Restricted Subsidiaries as the total assets (after deducting accumulated depletion, depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other similar items) of U.S. Concrete and its Restricted Subsidiaries, after deducting therefrom, to the extent otherwise included therein, the amounts of (without duplication):

(a) the excess of cost over fair market value of assets or businesses acquired;

(b) any revaluation or other write-up in book value of assets subsequent to the last day of the fiscal quarter of U.S. Concrete immediately preceding the Issue Date as a result of a change in the method of valuation in accordance with GAAP;

(c) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items;

(d) minority interests in consolidated Subsidiaries held by Persons other than U.S. Concrete or any Restricted Subsidiary;

(e) treasury stock;

(f) cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock; and

(g) Investments in and assets of Unrestricted Subsidiaries.

“Credit Facilities” means, with respect to U.S. Concrete or any Subsidiary Guarantor, one or more debt or commercial paper facilities with banks or other lenders (including the New Credit Facility) or indentures with banks or other institutional lenders or a trustee providing for revolving credit loans, term loans, receivables financing, inventory or other property financing (including through the sale of receivables, inventory or other property to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or inventory) or letters of credit, or issuance of debt securities to institutional investors, in each case together with any Refinancings thereof.

“Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates.

“Debt” means, with respect to any Person on any date of determination (without duplication):

(a) the principal of and premium (if any) in respect of:

(1) debt of such Person for money borrowed; and

(2) debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

(b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;

(c) all obligations of such Person representing the deferred and unpaid purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement to the extent such obligations would appear as a liability upon the balance sheet of such Person prepared in accordance with GAAP (but excluding accrued expenses and trade accounts payable arising in the ordinary course of business);

(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit

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securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

(e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

(f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such Property at the time of the Incurrence thereof and the amount of the obligation so secured; and

(h) to the extent not otherwise included in this definition, Hedging Obligations of such Person under Interest Rate Agreements.

The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted value of such Debt in the case of Debt issued with original issue discount, at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. The amount of Debt represented by a Hedging Obligation shall be equal to:

(1) zero if such Hedging Obligation has been Incurred pursuant to clause (f), (g) or (h) of the second paragraph of the covenant described under “Certain Covenants — Limitation on Debt”; or

(2) the notional amount of such Hedging Obligation if not Incurred pursuant to such clauses.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Senior Debt” means:

(a) any Senior Debt that has, at the time of determination, an aggregate principal amount outstanding of at least $25.0 million (including the amount of all undrawn commitments and matured and contingent reimbursement obligations pursuant to letters of credit thereunder) that is specifically designated in the instrument evidencing such Senior Debt and is designated in a notice delivered by U.S. Concrete to the holders or a Representative of the holders of such Senior Debt and in an Officers’ Certificate delivered to the Trustee as “Designated Senior Debt” of U.S. Concrete for purposes of the indenture, and

(b) any Senior Debt outstanding under the New Credit Facility.

“Disqualified Stock” means any Capital Stock of U.S. Concrete or any of its Restricted Subsidiaries that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:

(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part; or

(c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock;

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity of the notes.

“Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of U.S. Concrete held by Persons other than a Restricted Subsidiary. The amount of any such dividend shall be equal to the

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quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to U.S. Concrete.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted Subsidiary.

“EBITDA” means, for any period, an amount equal to, for U.S. Concrete and its consolidated Restricted Subsidiaries:

(a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:

(1) the provision for taxes based on income or profits or utilized in computing net loss;

(2) Consolidated Interest Expense;

(3) depreciation;

(4) depletion;

(5) amortization; and

(6) any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of, or reserve for, cash expenditures in any future period); minus

(b) all non-cash items to the extent such items increased Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in the receipt of cash payments in any future period).

Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to U.S. Concrete by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.

“Equity Offering” means any public or private offering of common stock of U.S. Concrete.

“Event of Default” has the meaning set forth under “Events of Default.”

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to any Property, the price that could be negotiated in an arm’s-length transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided;

(a) if such Property has a Fair Market Value equal to or less than $10.0 million, by any Officer of U.S. Concrete; or

(b) if such Property has a Fair Market Value in excess of $10.0 million, by the Board of Directors of U.S. Concrete acting in good faith.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary which is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, including those set forth in:

(a) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

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(b) the statements and pronouncements of the Financial Accounting Standards Board;

(c) such other statements by such other entity as approved by a significant segment of the accounting profession; and

(d) the rules and regulations of the Commission governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the Commission.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to maintain financial statement conditions or otherwise); or

(b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include:

(1) endorsements for collection or deposit in the ordinary course of business;

(2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a), (b) or (c) of the definition of “Permitted Investment”; or

(3) a Lien on the Property of one Person to secure an obligation of another Person, which obligation the first Person has not assumed, Incurred or otherwise (other than through the operation of such Lien) become liable for.

The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantor” shall mean any Person providing a Guarantee.

“Hedging Obligation” of any Person means any hedging obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement or Commodity Price Protection Agreement.

“holder” means a Person in whose name a note is registered in the Security Register.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Solely for purposes of determining compliance with the covenant described under “Certain Covenants — Limitation on Debt,” the amortization of debt discount shall not be deemed to be the Incurrence of Debt; provided that in the case of Debt sold at a discount, the amount of such Debt Incurred shall at any time be the accreted value of such Debt.

“Independent Financial Advisor” means an investment banking firm of national standing or any third party appraiser of national standing; provided that such firm or appraiser is not an Affiliate of U.S. Concrete.

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“Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to protect such Person against fluctuations in interest rates.

“Investment” by any Person means any direct or indirect loan, advance or other extension of credit (other than loans, advances or other extensions of credit to customers in the ordinary course of business) or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of the covenants described under “Certain Covenants — Limitation on Restricted Payments” and “Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and the definition of “Restricted Payment,” the term “Investment” shall include the portion (proportionate to U.S. Concrete’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of U.S. Concrete at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, U.S. Concrete shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to:

(a) U.S. Concrete’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to U.S. Concrete’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation.

The term “Investment” shall also include the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than U.S. Concrete or another Restricted Subsidiary if the result thereof is that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such “Investment” shall be the Fair Market Value of the remaining interest, if any, in such former Restricted Subsidiary held by U.S. Concrete and the other Restricted Subsidiaries. In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment.

“Issue Date” means March 31, 2004.

“Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction); provided, however, that for the avoidance of doubt, the interest of a Person, owner or lessor under operating leases of Property shall not constitute “Liens” on or in respect of such Property.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Available Cash” from any Asset Sale means payments received by U.S. Concrete or any Restricted Subsidiary from such Asset Sale in the form of cash or Cash Equivalents (including any (i) payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received in the form of cash or Cash Equivalents and (ii) proceeds from the conversion of any other consideration received when converted into cash or Cash Equivalents), in each case net of:

(a) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;

(b) all payments made on or in respect of any Debt that is secured by any Property subject to such Asset Sale (other than with respect to the New Credit Facility), in accordance with the terms of any Lien upon such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale;

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(c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and

(d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed of in such Asset Sale and retained by U.S. Concrete or any Restricted Subsidiary after such Asset Sale.

“New Credit Facility” means the credit agreement, dated as of March 12, 2004, by and among U.S. Concrete, Citicorp North America, Inc., as Administrative Agent, and the several banks and other financial institutions or entities from time to time parties thereto, including any notes, collateral documents, letters of credit and documentation and guarantees and any appendices, exhibits or schedules to any of the preceding, as any or all such agreements may be in effect from time to time, in each case, as any or all of such agreements (or any other agreement that Refinances any or all of such agreements) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements, indentures or otherwise.

“Non-Recourse Debt,” with respect to any Person, means Debt of such Person for which the sole legal recourse for collection of principal and interest on such Debt is against the specific property identified in the instruments evidencing or securing such Debt, and such property was acquired with the proceeds of such Debt, or such Debt was Incurred within 365 days after the later of the acquisition, construction, completion or commercial operation of such property.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of U.S. Concrete.

“Officers’ Certificate” means a certificate signed by two Officers of U.S. Concrete, at least one of whom shall be the principal executive officer or principal financial officer of U.S. Concrete, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to U.S. Concrete or the Trustee.

“Permitted Business” means any of the businesses in which U.S. Concrete and the Restricted Subsidiaries are engaged in on the Issue Date and any business that is related, incidental, ancillary or complementary thereto.

“Permitted Investment” means any Investment by U.S. Concrete or a Restricted Subsidiary in:

(a) U.S. Concrete or any Restricted Subsidiary;

(b) any Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided that the primary business of such Restricted Subsidiary is a Permitted Business;

(c) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, U.S. Concrete or a Restricted Subsidiary; provided that such Person’s primary business is a Permitted Business;

(d) Cash Equivalents;

(e) (i) receivables owing to U.S. Concrete or a Restricted Subsidiary and contracts in progress of U.S. Concrete or any Restricted Subsidiary, in either case if created or acquired in the ordinary course of business, (ii) prepaid expenses and deposits created or made in the ordinary course of business and (iii) endorsements for collection or deposit in the ordinary course of business;

(f) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

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(g) loans and advances to employees made in the ordinary course of business; provided that such loans and advances do not exceed $2.0 million in the aggregate at any one time outstanding;

(h) stock, obligations or other securities received in settlement of debts created in the ordinary course of business and owing to U.S. Concrete or a Restricted Subsidiary, or by reason of a composition or readjustment of debts or reorganization of another Person, or in settlement or satisfaction of claims or judgments;

(i) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with (A) an Asset Sale consummated in compliance with the covenant described under “Certain Covenants — Limitation on Asset Sales,” or (B) any disposition of Property not constituting an Asset Sale;

(j) Investments in Permitted Joint Ventures (including in the form of Guarantees of the Debt of a Permitted Joint Venture); provided that the aggregate amount of such Investments made pursuant to this clause (j) shall not exceed the greater of (A) $20.0 million or (B) 10% of Consolidated Tangible Assets at any one time outstanding; and

(k) Hedging Obligations otherwise permitted under the indenture;

(l) any acquisition of assets or Capital Stock solely in exchange for the, or out of the net cash proceeds of a substantially concurrent, issuance of Capital Stock (other than Disqualified Capital Stock) of U.S. Concrete;

(m) memberships in trade or professional associations; and

(n) other Investments made for Fair Market Value that do not exceed $5.0 million in the aggregate outstanding at any one time.

“Permitted Joint Ventures” means any Person which is not a Subsidiary and is, directly or indirectly, through its subsidiaries or otherwise, engaged principally in a Permitted Business, and the Capital Stock of which is owned by U.S. Concrete or its Restricted Subsidiaries, on the one hand, and one or more other Persons other than U.S. Concrete or an Affiliate of U.S. Concrete, on the other hand.

“Permitted Junior Securities” means:

(a) Capital Stock in U.S. Concrete or any Subsidiary Guarantor of the notes; or

(b) debt securities that are subordinated to all Senior Debt and debt securities that are issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the new notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture and have a Stated Maturity after (and do not provide for scheduled principal payments prior to) the Stated Maturity of any Senior Debt and any debt securities issued in exchange for Senior Debt;

provided, however, that, if such Capital Stock or debt securities are distributed in a bankruptcy or insolvency proceeding, such Capital Stock or debt securities are distributed pursuant to a plan of reorganization consented to by each class of Designated Senior Debt.

“Permitted Liens” means:

(a) Liens in favor of U.S. Concrete or any Subsidiary Guarantor;

(b) Liens for taxes, assessments or governmental charges or levies on the Property of U.S. Concrete or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;

(c) Liens imposed by law, such as landlords’, carriers’, vendors’, laborers’, warehousemen’s, mechanics’ or employees’ Liens and similar Liens, on the Property of U.S. Concrete or any Restricted

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Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;

(d) Liens on the Property of U.S. Concrete or any Restricted Subsidiary Incurred in the ordinary course of business to secure appeal, bid, tender or performance obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds, letters of credit or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of U.S. Concrete and the Restricted Subsidiaries taken as a whole;

(e) Liens on Property at the time U.S. Concrete or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into U.S. Concrete or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of U.S. Concrete or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by U.S. Concrete or any Restricted Subsidiary;

(f) Liens on the Property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of U.S. Concrete or any other Restricted Subsidiary that is not a Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;

(g) pledges or deposits by U.S. Concrete or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which U.S. Concrete or any Restricted Subsidiary is party, or to secure public or statutory obligations (including such obligations with respect to self-insurance programs), surety bonds, customs duties and the like, or for the payment of rent, in each case Incurred in the ordinary course of business;

(h) survey exceptions, easements, building or zoning restrictions and such other encumbrances, charges or rights of others against real Property as are of a nature generally existing with respect to properties of a similar character;

(i) licenses or leases or subleases as licensor, lessor or sublessor of any Property of U.S. Concrete or any Restricted Subsidiary, including intellectual property, in the ordinary course of business;

(j) customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Hedging Obligations;

(k) any pledge of the Capital Stock of an Unrestricted Subsidiary to secure Debt or other obligations of such Unrestricted Subsidiary, to the extent such pledge constitutes an Investment permitted under the covenant described above under the caption “Certain Covenants — Limitation on Restricted Payments”;

(l) judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as no Event of Default then exists under clause (6) of “— Events of Default”;

(m) Liens existing on the Issue Date not otherwise described in clauses (a) through (l) above;

(n) Liens on the Property of U.S. Concrete or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (b), (g), (h) or (m) above; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the

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original Lien (together with improvements and accessions to such Property), and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:

(1) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (b), (g), (h) or (m) above, as the case may be, at the time the original Lien became a Permitted Lien under the indenture; and

(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by U.S. Concrete or such Restricted Subsidiary in connection with such Refinancing; and

(o) Liens not otherwise permitted by clauses (a) through (n) above encumbering Property having an aggregate Fair Market Value not in excess of $5.0 million.

“Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

(1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced; and

(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing;

(b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced at the time of the Refinancing;

(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and

(d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced;

provided, however, that Permitted Refinancing Debt shall not include:

(x) Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of U.S. Concrete or a Subsidiary Guarantor; or

(y) Debt of U.S. Concrete or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

“Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, business trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

“Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than U.S. Concrete or a Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

“pro forma” means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors after consultation with the independent certified public accountants of U.S. Concrete, or otherwise a calculation made in good faith by the Board of

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Directors after consultation with the independent certified public accountants of U.S. Concrete, as the case may be.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the indenture, the value of any Property shall be its Fair Market Value.

“Purchase Money Debt” means Debt:

(a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed; and

(b) Incurred to finance the acquisition, construction or lease by U.S. Concrete or a Restricted Subsidiary of such Property, including additions and improvements thereto;

provided, however, that such Debt is not Incurred after the date that is 365 days from the date of the acquisition, completion of construction or lease or commercial operation of such Property by U.S. Concrete or such Restricted Subsidiary.

“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund or Repay, or to issue other Debt, in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.

“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For purposes of the covenant described under “Certain Covenants — Limitation on Asset Sales” and the definition of “— Consolidated Interest Coverage Ratio,” Debt under a revolving credit facility shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.

“Representative” means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue of Senior Debt.

“Restricted Payment” means:

(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of U.S. Concrete or any Restricted Subsidiary, or to the direct or indirect holders of U.S. Concrete’s Capital Stock (including any payments made to the holders of shares of Capital Stock of U.S. Concrete or any Restricted Subsidiary in connection with any merger or consolidation with or into U.S. Concrete or any Restricted Subsidiary) in their capacity as such, except for any dividend or distribution that is made solely to U.S. Concrete or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by U.S. Concrete or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of U.S. Concrete;

(b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of U.S. Concrete or any Restricted Subsidiary (other than from U.S. Concrete or a Restricted Subsidiary) or any Capital Stock of any direct or indirect parent of U.S. Concrete or any securities exchangeable for or convertible into any such Capital Stock, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of U.S. Concrete that is not Disqualified Stock);

(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than the purchase, repurchase or other acquisition of any Subordinated Obligation

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purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition); or

(d) any Investment (other than Permitted Investments) in any Person.

“Restricted Subsidiary” means any Subsidiary of U.S. Concrete other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group, a subsidiary of McGraw Hill, Inc., or any successor to the rating agency business thereof.

“Sale and Leaseback Transaction” means any arrangement entered into by U.S. Concrete or any of its Restricted Subsidiaries with any Person providing for the leasing to U.S. Concrete or any Restricted Subsidiary of any Property (except for temporary leases for a term, including any renewal thereof, of not more than 180 days and except for leases between U.S. Concrete and a Restricted Subsidiary or between Restricted Subsidiaries), which Property has been or is to be sold or transferred by U.S. Concrete or such Restricted Subsidiary to such Person.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Debt” of U.S. Concrete means:

(a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to U.S. Concrete whether or not post-filing interest is allowed in such proceeding) in respect of:

(1) Debt of U.S. Concrete for borrowed money (including, without limitation, under the New Credit Facility); and

(2) Debt of U.S. Concrete evidenced by notes, debentures, bonds or other similar instruments permitted under the indenture for the payment of which U.S. Concrete is responsible or liable;

(b) all Capital Lease Obligations of U.S. Concrete and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by U.S. Concrete;

(c) all obligations of U.S. Concrete (including, without limitation, under the New Credit Facility);

(1) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

(2) under Hedging Obligations; or

(3) issued or assumed as the deferred purchase price of Property and all conditional sale obligations of U.S. Concrete and all obligations under any title retention agreement permitted under the indenture; and

(d) all obligations of other Persons of the type referred to in clause (a), (b) or (c) for the payment of which U.S. Concrete is responsible or liable as Guarantor;

provided, however, that Senior Debt does not include:

(A) Debt of U.S. Concrete that is by its terms subordinate or equal in right of payment in right of payment to the notes, including any Senior Subordinated Debt or any Subordinated Obligations;

(B) any Debt Incurred in violation of the provisions of the indenture;

(C) accounts payable or any other obligations of U.S. Concrete to trade creditors created or assumed by U.S. Concrete in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);

(D) any liability for federal, state, local or other taxes owed or owing by U.S. Concrete;

(E) any obligation of U.S. Concrete to any Subsidiary; or

(F) any obligations with respect to any Capital Stock of U.S. Concrete.

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To the extent that any payment of Senior Debt (whether by or on behalf of U.S. Concrete as proceeds of security or enforcement or any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

“Senior Debt” of any Subsidiary Guarantor has a correlative meaning.

“Senior Subordinated Debt” of U.S. Concrete means the notes and any other subordinated Debt of U.S. Concrete that specifically provides that such Debt is to rank equally in right of payment with the notes and is not subordinated by its terms to any other subordinated Debt or other obligation of U.S. Concrete which is not Senior Debt. “Senior Subordinated Debt” of any Subsidiary Guarantor has a correlative meaning.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” of U.S. Concrete within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Obligation” means any Debt of U.S. Concrete or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the notes or the applicable Subsidiary Guarantee pursuant to a written agreement to that effect.

“Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which at least a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by:

(a) such Person;

(b) such Person and one or more Subsidiaries of such Person; or

(c) one or more Subsidiaries of such Person.

Unless otherwise specified, “Subsidiary” means a subsidiary of U.S. Concrete.

“Subsidiary Guarantor” means each Domestic Restricted Subsidiary and any other Person that becomes a Subsidiary Guarantor pursuant to the covenant described under “Certain Covenants — Future Subsidiary Guarantors” or who otherwise executes and delivers a supplemental indenture to the Trustee providing for a Subsidiary Guarantee.

“Subsidiary Guarantee” means a Guarantee on the terms set forth in the indenture by a Subsidiary Guarantor of U.S. Concrete’s obligations with respect to the notes.

“Surviving Person” means the surviving Person formed by a merger, consolidation or amalgamation and, for purposes of the covenant described under “Certain Covenants — Merger, Consolidation and Sale of Property,” a Person to whom all or substantially all of the Property of U.S. Concrete or a Subsidiary Guarantor is sold, transferred, assigned, leased, conveyed or otherwise disposed.

“Unrestricted Subsidiary” means:

(a) any Subsidiary of U.S. Concrete that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

(b) any Subsidiary of an Unrestricted Subsidiary.

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“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged.

“Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at such time owned, directly or indirectly, by U.S. Concrete and its other Wholly Owned Subsidiaries.

Book-Entry System

The new notes will be initially issued in the form of one or more Global Securities registered in the name of The Depository Trust Company (“DTC”) or its nominee.

Upon the issuance of a Global Security, DTC or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the new notes represented by such Global Security purchased by such Persons in the Offering. Such accounts shall be designated by the initial purchasers. Ownership of beneficial interests in a Global Security will be limited to Persons that have accounts with DTC (“participants”) or Persons that may hold interests through participants. Any Person acquiring an interest in a Global Security through an offshore transaction in reliance on Regulation S of the Securities Act may hold such interest through Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as operator of the Euroclear System. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such Global Security other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security.

Payment of principal of and interest on new notes represented by a Global Security will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the new notes represented thereby under the indenture. We have been advised by DTC that upon receipt of any payment of principal of or interest on any Global Security, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such Global Security as shown on the records of DTC. Payments by participants to owners of beneficial interests in a Global Security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants.

A Global Security may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A Global Security is exchangeable for certificated new notes only if:

(a) DTC notifies U.S. Concrete that it is unwilling or unable to continue as a depositary for such Global Security or if at any time DTC ceases to be a clearing agency registered under the Exchange Act;

(b) U.S. Concrete in its discretion at any time determines not to have all the new notes represented by such Global Security; or

(c) there shall have occurred and be continuing a Default or an Event of Default with respect to the new notes represented by such Global Security.

Any Global Security that is exchangeable for certificated new notes pursuant to the preceding sentence will be exchanged for certificated new notes in authorized denominations and registered in such names as

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DTC or any successor depositary holding such Global Security may direct. Subject to the foregoing, a Global Security is not exchangeable, except for a Global Security of like denomination to be registered in the name of DTC or any successor depositary or its nominee. In the event that a Global Security becomes exchangeable for certificated new notes,

(a) certificated new notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof;

(b) payment of principal of, and premium, if any, and interest on, the certificated new notes will be payable, and the transfer of the certificated new notes will be registrable, at our office or agency maintained for such purposes; and

(c) no service charge will be made for any registration of transfer or exchange of the certificated new notes, although we may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

So long as DTC or any successor depositary for a Global Security, or any nominee, is the registered owner of such Global Security, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the new notes represented by such Global Security under the indenture and the new notes. Except as set forth above, owners of beneficial interests in a Global Security will not be entitled to have the new notes represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of certificated new notes in definitive form and will not be considered to be the owners or holders of any new notes under such Global Security. Accordingly, each Person owning a beneficial interest in a Global Security must rely on the procedures of DTC or any successor depositary, and, if such Person is not a participant, on the procedures of the participant through which such Person owns its interest, to exercise any rights of a holder under the indenture. We understand that under existing industry practices, in the event that we request any action of holders or that an owner of a beneficial interest in a Global

Security desires to give or take any action which a holder is entitled to give or take under the indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

DTC has advised us that DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the provisions of Section 17A of the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the initial purchasers), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in Global Securities among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of us, the Trustee or the initial purchasers will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Registration Rights

U.S. Concrete, the Subsidiary Guarantors and the initial purchasers entered into a registration rights agreement on the closing date of the offering of the outstanding old notes. In the registration rights agreement,

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U.S. Concrete and the Subsidiary Guarantors agreed to use commercially reasonable efforts to prepare and file a registration statement relating to the exchange offer or a shelf registration statement with the SEC and to use their respective commercially reasonable efforts to have it declared effective within 180 days after issuing the outstanding old notes. U.S. Concrete and the Subsidiary Guarantors also agreed to use their best efforts to cause the exchange offer registration statement to be effective continuously, to keep the exchange offer for the outstanding old notes open for a period of not less than 20 business days and to cause the exchange offer to be consummated no later than the 45th business day after the exchange offer registration statement is declared effective by the SEC. We are conducting this exchange offer pursuant to the terms and conditions we agreed to in the registration rights agreement. See “The Exchange Offer” for further information about the exchange offer.

If you do not exchange your outstanding old notes in the exchange offer, you will no longer be entitled to registration rights. You will not be able to offer or sell the outstanding old notes unless they are later registered, sold pursuant to an exemption from registration or sold in a transaction not subject to the Securities Act or state securities laws. Other than in connection with the exchange offer or in the very limited circumstances as specified in the registration rights agreement, we are not obligated to, nor do we currently anticipate that we will register the outstanding old notes under the Securities Act.

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CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS

The following discussion is a summary of certain United States federal income tax considerations relating to the acquisition, ownership or disposition of the new notes which does not purport to be a complete analysis of all such tax considerations. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), Treasury regulations, rulings and pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions existing as of the date of this prospectus. These authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences that are not the same as those that are set out below. We have not sought any ruling from the IRS regarding the statements that we make in the following discussion, and we cannot assure you that the IRS will agree with such statements.

This summary assumes that the new notes are held as capital assets by persons who receive the new notes in exchange for outstanding old notes pursuant to the offer that is made by this prospectus. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction or the effect of any tax treaty. In addition, this discussion does not address tax considerations that are the result of a holder’s particular circumstances or of special rules, such as those that apply to holders who are subject to the alternative minimum tax, banks, tax exempt organizations, certain foreign corporations, insurance companies, dealers or traders in securities or commodities, financial institutions, U.S. holders (as defined below) whose “functional currency” is not the U.S. dollar, or persons who will hold the new notes as a position in a “straddle,” “conversion transaction” or other hedging transaction. If a partnership holds new notes, then the income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such a partner should consult its tax advisor as to its tax consequences.

To ensure compliance with United States Internal Revenue Service Circular 230, we report that (i) the discussion of United States federal tax considerations set forth herein was written in connection with the transactions or matters addressed herein, (ii) was not intended or written to be used, and cannot be used by any holder for the purpose of avoiding any penalty under United States federal, state or local tax laws or regulations and (iii) a holder should seek advice based on its particular circumstances from an independent tax advisor.

This discussion of certain United States federal income tax considerations is for general information only and is not tax advice. We urge you to consult your tax advisor for advice regarding the application of United States federal tax laws to your particular situation as well as to any tax consequences under the laws of any state, local, foreign or other taxing jurisdiction and under any applicable tax treaty.

Exchange Offer

The receipt of new notes in exchange for outstanding old notes pursuant to the offer that is made by this prospectus will not constitute a taxable exchange. As a result, you should not recognize a taxable gain or loss as a result of receiving new notes in exchange for your outstanding old notes, the holding period of the new notes should include the holding period of the outstanding old notes exchanged therefor; and the adjusted tax basis of the new notes should be the same as the adjusted tax basis of the outstanding old notes exchanged therefor immediately before the exchange.

Consequences to U.S. Holders

The following is a summary of certain United States federal income tax considerations that will apply to you if you are a U.S. holder of the new notes. For these purposes, a “U.S. holder” is a beneficial owner of a new note who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or any political subdivision of the United States, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust (1) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

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Payments of Interest

Stated interest on the new notes will be taxable to you as ordinary income at the time it is paid or accrues in accordance with your method of accounting for federal income tax purposes. In certain circumstances (see “Description of the New Notes — Principal, Maturity and Interest,” “Description of the New Notes — Optional Redemption” and “Description of the New Notes — Repurchase at the Option of Holders Upon a Change of Control”) we may pay amounts on the new notes that are in excess of stated interest or principal of the new notes. We believe that as to each such contingent payment that the possibility that such contingent payment will be made is remote and will not therefore affect the timing or amount of interest income that you recognize until any such additional payment is made or that such contingent payment does not have any such effect under the applicable regulations. Our determination that these contingencies are remote is binding on you unless you disclose your contrary position to the IRS in the manner that is required by applicable Treasury regulations. Our determination is not, however, binding on the IRS, and if the IRS were to challenge this determination, you might be required to recognize additional income on your new notes and to treat as ordinary income, rather than as capital gain, any income that you recognize on the taxable disposition of a new note before the resolution of the contingencies.

Sale, Exchange, Redemption or Other Disposition of New Notes

You will generally recognize gain or loss on the sale, exchange, redemption or other disposition of a new note that is equal to the difference between the amount realized (less an amount that will be taxable as ordinary income that is attributable to any accrued and unpaid interest on the new note that you have not previously included in income) and your adjusted tax basis in the new note. Any gain or loss that is recognized on the disposition of a new note will be capital gain or loss, and will be a long-term capital gain or loss if you have held the new note for more than one year. If you are not a corporation, then any long-term capital gain will be subject to United States federal income tax at a reduced rate. Your ability to deduct capital losses is subject to statutory limitations.

Information Reporting and Backup Withholding

In general, information reporting is required as to certain payments of principal and interest on the new notes and on the proceeds of the disposition of a new note unless you are a corporation or other exempt person.

In addition, you will be subject to a backup withholding tax if you are not exempt and you fail to furnish your taxpayer identification number (which, for an individual, is ordinarily his or her social security number), you furnish an incorrect taxpayer identification number, you are notified by the IRS that you have failed to report properly payments of interest or dividends, or you fail to certify, under penalties of perjury, that you have furnished a correct taxpayer identification number and that the IRS has not notified you that you are subject to backup withholding. Any amount that is withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided that you timely provide certain information to the IRS.

Consequences to Non-U.S. Holders

The following is a summary of certain United States federal income tax considerations that apply to a beneficial owner of new notes who is an individual but who is not a citizen or resident of the United States, within the meaning of Section 7701(b) of the Internal Revenue Code (a “nonresident alien”), or who is a foreign corporation as to the United States, within the meaning of Section 7701(a) of the Internal Revenue Code. If you are not a U.S. holder, a nonresident alien or such a foreign corporation, then you should discuss the United States federal income tax consequences of owning and disposing of a new note with your tax advisor.

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Under the portfolio interest exemption, interest on a new note that you receive will not be subject to United States federal income tax or withholding if the interest is not effectively connected with the conduct of a trade or business in the United States by you and you:

•  do not own, actually or constructively, within the meaning of Section 871(h)(3)(C) of the Internal Revenue Code, 10 percent or more of the total combined voting power of all classes of our voting stock;

•  are not a bank whose receipt of interest on a new note is described in Section 881(c)(3)(A) of the Internal Revenue Code; and

•  are not a controlled foreign corporation that is related, within the meaning of Section 864(d)(4) of the Internal Revenue Code, to us; and

the United States person who would otherwise be required to deduct and withhold tax from the interest payment receives a statement (which meets the requirements of Section 871(h)(5) of the Internal Revenue Code and the applicable Treasury regulations) that such person is not a United States person. Such a statement may be provided by you on a properly completed IRS Form W-8BEN or by certain other persons who have received certain information from you. If the portfolio interest exemption is not available to you, then the interest on a new note may be subject to United States federal income tax (which may be collected by withholding) at a rate of 30 percent or any lower rate that is available under any applicable income tax treaty.

Interest on a new note that is effectively connected with the conduct of a trade or business in the United States by you is not subject to withholding if you provide a properly completed IRS Form W-8ECI. However, you will generally be subject to United States federal income tax on such interest and on any effectively connected gain on the disposition of the new note on a net income basis at rates that are applicable to a United States person generally. In addition, if you are a foreign corporation, then you will also be subject to any applicable branch profits tax on such interest and on any such gain.

You will not be subject to United States federal income tax on any gain realized on the disposition of a new note unless the gain is effectively connected with your conduct of a trade or business in the United States or, if you are an individual, you are present in the United States for 183 days or more in the taxable year in which the disposition occurs and certain other conditions are met.

You will not be subject to backup withholding with respect to payments of principal or interest on a new note if you are exempt from withholding tax on interest by reason of the portfolio interest exemption. However, information reporting on IRS Form 1042-S will generally apply to interest payments.

Payments of the proceeds from a disposition of a new note that you make to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) may apply to those payments if the broker is:

•  a United States person;

•  a controlled foreign corporation for United States federal income tax purposes;

•  a foreign person 50 percent or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period; or

•  a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50 percent of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business.

Payment of the proceeds from a disposition of a new note that you make to or through the United States office of a broker is generally subject to information reporting and backup withholding unless, in the case of back up withholding, you certify as to your taxpayer identification number or otherwise establish an exemption from information reporting and backup withholding.

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You should consult your own tax advisor regarding the application of withholding and backup withholding in your particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding. Any amount that is withheld under the backup withholding rules will be allowed as a refund or credit against your United States federal income tax liability provided that you timely provide certain information to the IRS.

The discussion above does not address all aspects of United States federal income taxation or withholding that may be relevant to a beneficial owner of a new note. You should consult your own tax advisor for specific advice concerning the United States federal income tax considerations as to the ownership and disposition of a new note.

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PLAN OF DISTRIBUTION

Based on interpretations by the staff of the SEC in no action letters issued to third parties, we believe that you may transfer new notes issued under the exchange offer in exchange for the outstanding old notes if:

•  you acquire the new notes in the ordinary course of your business; and

•  you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of new notes.

Broker-dealers receiving new notes in the exchange offer will be subject to a prospectus delivery requirement with respect to resales of the new notes.

We believe that you may not transfer new notes issued under the exchange offer in exchange for the outstanding old notes if you are:

•  our “affiliate” within the meaning of Rule 405 under the Securities Act;

•  a broker-dealer that acquired outstanding old notes directly from us; or

•  a broker-dealer that acquired outstanding old notes as a result of market-making or other trading activities without compliance with the registration and prospectus delivery provisions of the Securities Act.

To date, the staff of the SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to transactions involving an exchange of securities such as this exchange offer, other than a resale of an unsold allotment from the original sale of the outstanding old notes, with the prospectus contained in the exchange offer registration statement.

If you wish to exchange your outstanding old notes for new notes in the exchange offer, you will be required to make representations to us as described in “The Exchange Offer — Your Representations to Us” of this prospectus and in the letter of transmittal. In addition, if you are a broker-dealer who receives new notes for your own account in exchange for outstanding old notes that were acquired by you as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale by you of new notes.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for outstanding old notes where the outstanding old notes being exchanged were acquired as a result of market-making activities or other trading activities. We have agreed that, beginning on the date of completion of this exchange offer and ending on the close of business one year after the completion of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until          , 2007, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to this exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal, attached as an exhibit to this prospectus, states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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For a period of one year after the completion of this exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to this exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding old notes or holders of the new notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters in connection with the offering of the new notes will be passed upon for us by Baker Botts L.L.P., Houston, Texas, counsel for U.S. Concrete, Inc.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) of U.S. Concrete, Inc. for the year ended December 31, 2005 incorporated in this Prospectus by reference to U.S. Concrete Inc.’s Current Report on Form 8-K dated November 15, 2006 have been so incorporated in reliance on the report (which contains an explanatory paragraph that management has excluded two entities, Go-Crete and City Concrete, from its assessment of internal control over financial reporting as of December 31, 2005 because they were acquired by U.S. Concrete in purchase business combinations during 2005; PricewaterhouseCoopers LLP has also excluded Go-Crete and City Concrete from its audit of internal controls over financial reporting) of PricewaterhouseCoopers LLP, and independent registered public accounting firm.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s web site at www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. We make our SEC filings available to the public on our web site, www.us-concrete.com. Information contained on our web site or any other web site is not incorporated into this prospectus and does not constitute a part of this prospectus.

We have incorporated by reference information into this prospectus, which means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (other than information deemed to be furnished and not filed with the SEC), until the exchange offer expires or is terminated:

•  our annual report on Form 10-K for the year ended December 31, 2005;

•  our quarterly reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006;

•  our current reports on Form 8-K dated February 7, 2006, April 3, 2006, May 9, 2006, June 28, 2006, July 5, 2006 and November 15, 2006 (excluding the information filed pursuant to Item 2.02 of Form 8-K on November 15, 2006).

You may request a copy of these filings (excluding exhibits), at no cost, by writing or telephoning us at the following address:

U.S. Concrete, Inc.

2925 Briarpark, Suite 1050

Houston, Texas 77042

Telephone: (713) 499-6200

Attention: Corporate Secretary

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U.S. Concrete, Inc.

Offer to Exchange

83/8% Senior Subordinated Notes due 2014

for all outstanding

83/8% Senior Subordinated Notes due 2014

Issued on July 5, 2006

PROSPECTUS

Until           (90 days after the date of this prospectus), all dealers that effect transactions in these securities, whether of not participating in this exchange offer, 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.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.   Indemnification of Directors and Officers

Delaware corporations

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any of the following:

•  any breach of the director’s duty of loyalty to the corporation or its stockholders,

•  acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

•  payments of unlawful dividends or unlawful stock repurchases or redemptions, or

•  any transaction from which the director derived an improper personal benefit.

Any repeal or modification of such provisions shall not adversely affect any right or protection of a director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. Our Restated Certificate of Incorporation provides that no director shall be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law.

Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding: (1) if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; or (2) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, 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 or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by our certificate of incorporation or bylaws, a vote of stockholders or disinterested directors, agreement or otherwise.

Our Second Amended and Restated Bylaws (“Bylaws”) contain indemnification rights for our directors and our officers. Specifically, the Bylaws provide that we shall indemnify our officers and directors to the fullest extent permitted or allowed by the laws of the State of Delaware as it presently exists or as it may hereafter be amended. Further, we may maintain insurance to protect us and any of our directors and officers

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or directors or officers of another corporation, partnership, joint venture, trust or other enterprise against expense, liability or loss. We may also enter into indemnity agreements with persons who are members of our Board of Directors, our elected officers and with other persons as the Board of Directors may designate.

We have entered or intend to enter into indemnity agreements (“Indemnity Agreements”) with each of our present and future directors and officers (individually, the “Indemnitee” and collectively, the “Indemnitees”). Each provides for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent permitted by Delaware law. More specifically, each Indemnity Agreement provides (i) that an Indemnitee is automatically entitled to indemnification for expenses to the extent an Indemnitee (including the Indemnitee’s estate, heirs, executors, and administrators) is successful in defending any indemnifiable claim whether on the merits or otherwise, (ii) that an Indemnitee is entitled to the advancement of expenses during the pendency of a proceeding, (iii) that we have the burden of proving that an Indemnitee is not entitled to indemnification and negates certain presumptions that may otherwise be drawn against an Indemnitee, (iv) that an indemnitee, in his discretion, may request either the Disinterested Directors (as defined in the Indemnity Agreements) make the determination of entitlement to indemnification or request that Independent Counsel (as defined in the Indemnity Agreements) make such a determination, (v) that an Indemnitee may choose a mechanism through which an Indemnitee may seek court relief in the event it is determined that the Indemnitee would not be entitled to be indemnified and (vi) that an Indemnitee is entitled to indemnification against all expenses (including attorneys’ fees) incurred in seeking to collect an indemnity claim or advancement of expenses from us.

Indemnitees’ rights under the Indemnity Agreements are not exclusive of any other rights they may have under Delaware Law, directors’ and officers’ liability insurance, our Bylaws or otherwise. However, the Indemnity Agreements do prevent double payment.

If, in the future, because of changes in Delaware law or otherwise, we determine that the Indemnity Agreements do not provide indemnification to the fullest extent of the Delaware law, we intend to amend such agreements, or enter into new agreements with directors and officers, to provide, in our judgment, for full indemnification.

We believe that the Bylaws and the Indemnity Agreements are largely confirmatory of Delaware law. However, the provisions of the Bylaws and the Indemnity Agreements apply to proceedings arising from acts or omissions occurring before or after their respective adoption or execution. In addition, the contract right explicitly created in the Indemnity Agreements gives the Indemnitee protection against a subsequent, adverse change in the indemnification provisions of our Bylaws, such as might occur in the event of a Change of Control (as defined in the Indemnity Agreements). Furthermore, under the Delaware Law, the advance of litigation expenses is discretionary; under the Indemnity Agreements, such advance is mandatory absent a special determination to the contrary. Litigation expenses incurred by an Indemnitee in a proceeding to seek recovery of amounts due under the Indemnity Agreement are recoverable under the Indemnity Agreement if the Indemnitee is successful in whole or in part. In the absence of the Indemnity Agreement, such expenses might not have been recoverable.

The following registrants are also corporations incorporated under the laws of the state of Delaware: Ready Mix Concrete Company of Knoxville, San Diego Precast Concrete, Inc., Smith Pre-Cast, Inc., Titan Concrete Industries, Inc., B.W.B., Inc. of Michigan, Central Concrete Corp., Concrete XXXI Acquisition, Inc., Concrete XXXII Acquisition, Inc., Concrete XXXIII Acquisition, Inc., Concrete XXXIV Acquisition, Inc., Concrete XXXV Acquisition, Inc., Concrete XXXVI Acquisition, Inc., USC Atlantic, Inc., USC Michigan, Inc., USC GP, Inc., U.S. Concrete On-Site, Inc., USC Payroll Inc. and Wyoming Concrete Industries, Inc. The certificates of incorporation and the bylaws of each of these corporations authorize the corporation to indemnify any person entitled to indemnification under the Delaware General Corporation Law, to the fullest extent authorized by such law. The bylaws allow the applicable corporation to purchase and maintain insurance on behalf of any director, officer, agent or employee regardless of whether the corporation would have the power to indemnify such person against the insured liability.

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Delaware limited liability company

Builder’s Redi-Mix, LLC is a limited liability company organized under the laws of the State of Delaware. The Delaware Limited Liability Company Act provides that a limited liability company has the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The limited liability company Operating Agreement of Builder’s Redi-Mix provides that: (a) any member, any director and any officer, employee or agent of the company, in the performance of his, her or its duties, shall be fully protected in relying in good faith on information, opinions, reports, or statements, including financial statements, books of account and other financial data, if prepared or presented by: (i) one or more members, directors, officers or employees of the company; or (ii) legal counsel, public accountants, or other persons which he, she or it reasonably believes have professional or expert competence; and (b) no member (or officer, director, employee or shareholder of a member), director or officer shall be liable for damages to the company or any member with respect to claims relating to his, her or its conduct for or on behalf of the company, except that any of the foregoing persons shall be liable to the company for damages to the extent that it is proved by clear and convincing evidence (i) that his, her or its conduct (A) was not taken in good faith or in a manner reasonably believed to be in or not opposed to the best interests of the Company, or (B) constituted gross negligence or intentional misconduct; or (ii) with respect to any criminal action, proceeding or investigation, he, she or it had reasonable cause to believe his, her or its conduct was unlawful.

Texas corporations

Beall Industries, Inc., Beall Management, Inc., Alliance Haulers, Inc., Alberta Investments, Inc., Ingram Enterprises Management, Inc. and Redi-Mix Management, Inc. are corporations organized under the laws of the State of Texas. Article 2.02-1 of the Texas Business Corporation Act (“TBCA”) permits a Texas corporation to indemnify any present or former director, officer, employee or agent of the corporation against judgments, penalties, fines, settlements and reasonable expenses incurred in connection with a proceeding in which any such person was, is or is threatened to be, made a party by reason of holding such office or position. However, such reimbursement of reasonable expenses is limited to those actually incurred where (a) a person is found liable on the basis that a personal benefit was improperly received or (b) the person is found liable in a derivative suit brought on behalf of the corporation and the person was not liable for willful or intentional misconduct. Under the TBCA, a director or officer must be indemnified in cases in which he is wholly successful on the merits or in the defense of the proceedings. The TBCA authorizes corporations to maintain insurance to cover indemnification expenses on behalf of any person who is or was a director, officer, agent or employee of the corporation or was serving at the request of the corporation, regardless of whether the corporation would have the power to indemnify such person against liability under Article 2.02-1 of the TBCA.

The articles of incorporation and the bylaws of Beall Management, Inc. allow the corporation to indemnify directors and officers to the fullest extent provided by the TBCA. The articles of incorporation and bylaws of Beall Industries, Inc. contain similar provisions but prohibit any indemnification in proceedings in which the person is found liable of improperly receiving a personal benefit. The bylaws of Beall Industries, Inc. authorize the corporation to purchase insurance for indemnification purposes, regardless of whether or not the corporation would have the power to indemnify the person under the provisions contained in the bylaws.

The articles of incorporation and the bylaws of each of Alberta Investments, Inc., Alliance Haulers, Inc., Ingram Enterprises Management, Inc., and Redi-Mix Management, Inc. allow the corporations to indemnify directors, officers, or employees to the fullest extent provided by the TBCA. The articles of incorporation of each of these entities prohibit any indemnification in proceedings in which the person is found liable of improperly receiving a personal benefit.

Texas limited partnerships

Beall Concrete Enterprises, Ltd., USC Management Co., L.P., Ingram Enterprises, L.P., Redi-Mix, L.P. and Redi-Mix Concrete, L.P. are limited partnerships organized under the laws of the State of Texas. Under

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the Texas Revised Limited Partnership Act. That act (“TRLPA”), a general partner must be indemnified by the limited partnership in cases in which the general partner is wholly successful on the merits or in the defense of the proceedings. Section 11.02 of the TRLPA provides that a limited partnership may indemnify a person who was, is, or is threatened to be named a defendant in a proceeding only if that person (1) acted in good faith; (2) reasonably believed: (A) in the case of conduct in the person’s official capacity as a general partner of the limited partnership, that the person’s conduct was in the limited partnership’s best interests; and (B) in all other cases, that the person’s conduct was at least not opposed to the limited partnership’s best interests; and (3) in the case of a criminal proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. That TRLPA allows a Texas limited partnership to indemnify anyone who was, is or is threatened to be made a defendant or respondent in a proceeding and allows a limited partnership to purchase and maintain liability insurance, whether or not the partnership would have the power to indemnify such person against such liability.

The partnership agreement of each of the above partnerships provide that they shall indemnify and hold harmless each general partner and each other indemnitee designated by the general partner to the maximum extent provided in the TRLPA. The partnership agreements of Beall Concrete Enterprises, Ltd. and USC Management Co., L.P. provide that they may purchase and maintain insurance on behalf of any one or more indemnitees and other persons as the general partner shall determine against any liability that may be asserted against or expense that may be incurred by such person in connection with the activities of the partnership, whether or not the partnership would have the power to indemnify such person against such liability.

The partnership agreement of each of Ingram Enterprises and L.P., Redi-Mix, L.P. provides that no partner shall be obligated to contribute any amount to the partnership in order to satisfy the partnership’s indemnification obligations and such obligations are limited to the assets of the partnership. The partnership agreement of Redi-Mix Concrete, L.P. provides that the partnership shall hold harmless each general partner and each other indemnitee designated by the general partner for any loss, damage, expense or liability caused by or attributable to ordinary or simple negligence of that person.

Texas limited liability companies

Redi-Mix G.P., LLC is a limited liability company organized under the laws of the State of Texas. Redi-Mix G.P., LLC is a limited liability company organized under the laws of the State of Texas. Article 2.20 of the Texas Limited Liability Company Act (“TLLCA”) provides that a limited liability company has the power to indemnify members and managers, officers and other persons and to purchase and maintain liability insurance for such persons. Further, the TLLCA also provides that a limited liability company may expand or restrict duties (including fiduciary duties) and liabilities of members, managers, officers or other persons at law or in equity.

The limited liability company Operating Agreement of Redi-Mix G.P., LLC provides that members, managers, officers and employees of the Company who are parties to an action, suit or proceeding, or threatened to be parties to an action suit or proceedings, shall be indemnified by the Company to the fullest extent permitted by the TLLCA, against judgments, penalties, fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such person in connection with such proceeding. Such indemnification provided in the Operating Agreement includes indemnification for negligence or under theories of strict liability. Under the Operating Agreement, the company may purchase and maintain insurance, at its expense, to protect itself and any person protected under its indemnity provisions against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the indemnification provisions.

California corporations

Each of American Concrete Products, Inc., Sierra Precast, Inc., Central Concrete Supply Co., Inc. and Central Precast Concrete, Inc. is organized as a corporation under the laws of the State of California. Section 204 of the California Corporations Code provides that a corporation may set forth in its articles of incorporation provisions (a) eliminating or limiting the personal liability of a director for monetary damages in

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an action brought by or in the right of the corporation for breach of a director’s duties to the corporation and its shareholders, as set forth in Section 309 of the California Corporations Code, so long as such indemnification is subject to certain limitations and conditions as provided therein and (b) authorizing, whether by bylaw, agreement or otherwise, the indemnification of agents in excess of that expressly permitted by Section 317 for those agents of the corporation for breach of duty to the corporation and its stockholders, so long as such indemnification is subject to the limitations and conditions specified therein. Section 317 of the California Corporations Code provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. This section also provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if that person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders. Finally, a California corporation may purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against that liability under Section 317 of the California Corporations Code.

The bylaws of American Concrete Products, Inc. provide that the corporation may indemnify any director, officer, agent or employee to the fullest extent permitted by Section 317 of the California Corporations Code and also allow the corporation to purchase and maintain insurance on behalf of any director, officer, agent or employee whether or not the corporation would have the power to indemnify such person against the insured liability.

The bylaws of Sierra Precast, Inc. provide that the corporation may indemnify any director, officer, agent or employee to the fullest extent permitted by Section 317 of the California Corporations Code and to purchase and maintain insurance on behalf of any director, officer, agent or employee whether or not the corporation would have the power to indemnify such person against the insured liability. The articles of incorporation of Sierra Precast, Inc. allow the corporation to indemnify agents for breach of duty to the corporation and stockholders through provisions in the bylaws or agreements with the agents in excess of the indemnification permitted by Section 317 of the California Corporations Code, subject to the limits on excess indemnification set forth in Section 204 of the California Corporations Code.

The bylaws of Central Concrete Supply Co., Inc. provide that the corporation may indemnify any director, officer, agent or employee to the fullest extent permitted by Section 317 of the California Corporations Code. The articles of incorporation of Central Concrete Supply Co., Inc. allow the corporation to indemnify agents for breach of duty to the corporation and stockholders through provisions in the bylaws or agreements with the agents in excess of the indemnification permitted by Section 317 of the California Corporations Code, subject to the limits on excess indemnification set in Section 204 of the California Corporations Code.

The bylaws of Central Precast Concrete, Inc. provide that it may indemnify any director, officer, agent or employee to the fullest extent permitted by Section 317 of the California Corporations Code. The bylaws further provide that Central Precast Concrete, Inc. may advance expenses incurred in defending any proceeding prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the director, officer or other agent to repay that amount if it shall be determined ultimately that the such agent is not entitled to be indemnified pursuant to the California Corporations Code.

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Oklahoma corporation

Atlas-Tuck Concrete, Inc. is organized under the laws of the state of Oklahoma. Under the Oklahoma General Corporation Act, a corporation must indemnify an officer or director against the expenses which such officer or director has actually and reasonably incurred if he is successful on the merits or otherwise in the defense of any action (a) brought by reason of such person being or having been a director or officer of the corporation, or of any other corporation, partnership, joint venture, trust or other enterprise at the request of the corporation, other than an action by or in the right of the corporation or (b) by or in the right of the corporation brought by reason of the person seeking indemnification being or having been a director or officer of the corporation, or any other corporation, partnership, joint venture, trust or other enterprise at the request of the corporation, provided the actions were in good faith and were reasonably believed to be in or not opposed to the best interest of the corporation. In either case, however, no indemnification shall be made in respect of any claim, issue or matter as to which the individual shall have been adjudged liable to the corporation, unless and only to the extent that the court in which such action was decided has determined that the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper. An Oklahoma corporation may indemnify each of its officers and directors against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding described in (a) above, as long as the individual acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action, the person seeking indemnification must have had no reasonable cause to believe that his conduct was unlawful. An Oklahoma corporation is further permitted to indemnify each of its officers and directors against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of any action described in (b) above.

Michigan corporations

Superior Materials, Inc., Kurtz Gravel Company are both organized under the laws of the State of Michigan. Under the Michigan Business Corporation Act, a corporation is permitted to indemnify any person who was, is or is threatened to be made a party to any proceeding, other than an action, suit or proceeding by or in the right of the corporation, by reason of the fact that he or she was serving as a director, officer, employee or agent of the corporation or serving, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, whether domestic or foreign, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, and judgments, penalties, fines and amounts paid in settlement that are actually and reasonably incurred by him or her in connection with the proceeding if the indemnified person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification may be made without judicial approval with respect to a claim, issue, or matter in which the person acting in an indemnified capacity has been found liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify that person against the expenses the officer or director has actually and reasonably incurred.

The provisions concerning indemnification and advancement of expenses are not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a corporation’s articles of incorporation, its bylaws or a contractual arrangement. In addition, the Michigan Business Corporation Act authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was serving in an indemnified capacity against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, regardless of whether the corporation would otherwise have the power to indemnify him.

The bylaws of Superior Materials, Inc. provide for indemnification of officers and directors, to the fullest extent permitted by Michigan law. Additionally, Superior Materials, Inc. may, by action of its board of directors, indemnify its employees and agents to the same extent as it indemnifies its directors and officers.

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Under its bylaws, Superior Materials, Inc. may purchase and maintain insurance on behalf of any person for the purpose of satisfying the company’s indemnification obligations under its bylaws.

The bylaws of Kurtz Gravel Co. provide for indemnification of officers and directors to the fullest extent permitted by Michigan law. Additionally, Kurtz Gravel Co. may, by action of its board of directors, indemnify its employees and agents to the same extent as it indemnifies its directors and officers. Under its bylaws, Kurtz Gravel Co. may purchase and maintain insurance on behalf of any person for the purpose of satisfying the company’s indemnification obligations under its bylaws. The bylaws of Kurtz Gravel Co. permit, but do not require, the company to pay expenses incurred in defending a proceeding in advance of its final disposition.

New Jersey corporation

Eastern Concrete Materials, Inc. is organized under the laws of the state of New Jersey. Under Section 14A:3-5 of the New Jersey Business Corporation Act, a corporation is required to indemnify a corporate agent against expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding (a) involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation or (b) by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if in either case 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. The New Jersey Business Corporation Act also provides that a corporation may indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent described in (a) above if (i) the corporate agent 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 (ii) with respect to any criminal proceeding, the corporate agent had no reasonable cause to believe his conduct was unlawful. A New Jersey corporation also may indemnify a corporate agent against his expenses in connection with any proceeding described in (b) above unless the corporate agent is adjudged to be liable to the corporation. In that case, the corporation may indemnify the agent only to the extent that the Superior Court of New Jersey or the court in which the proceeding was brought determines that despite the adjudication of liability, but in view of all circumstances of the case, the corporate agent is fairly and reasonably entitled to indemnity for such expenses as the New Jersey Superior Court or such other court shall deem proper.

District of Columbia corporation

Superior Concrete Materials, Inc. is organized under the laws of the District of Columbia. The District of Columbia Business Corporation Act provides that a corporation organized under the laws of the District of Columbia has the right to indemnify any and all directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the corporation or of such other corporation, except in relation to matters as to which any such director or officer or former director or person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty.

This discussion is a general summary of indemnification provisions of the laws of jurisdictions of the registrants’ respective organization, and, where indicated, indemnification provisions contained in the registrants’ formational or organizational documents. These summaries are qualified in all respects by the specific and detailed provisions of the state and other jurisdictional laws and the formational or organizational documents summarized.

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ITEM 21.   Exhibits

Exhibit
Number				Description
	3	.1*	—	Restated Certificate of Incorporation of U.S. Concrete (Form S-1 (Reg. No. 333-74855), Exhibit 3.1).
	3	.2*	—	Amended and Restated Bylaws of U.S. Concrete, as amended (Post Effective Amendment No. 1 to Form S-3 (Reg. No. 333-42860), Exhibit 4.2).
	3	.3*	—	Certificate of Designation of Junior Participating Preferred Stock (Form 10-Q for the quarter ended June 30, 2000 (File No. 000-26025), Exhibit 3.3).
	3	.4(a)*	—	Articles of Incorporation of American Concrete Products, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.5(a)).
	3	.4(b)*	—	Bylaws of American Concrete Products, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.5(b)).
	3	.5(a)	—	Articles of Incorporation of Alliance Haulers, Inc.
	3	.5(b)	—	Articles of Amendment of Alliance Haulers, Inc.
	3	.5(c)	—	Amended and Restated Bylaws of Alliance Haulers, Inc.
	3	.6(a)	—	Amended and Restated Articles of Incorporation of Alberta Investments, Inc.
	3	.6(b)	—	Bylaws of Alberta Investments, Inc.
	3	.6(c)	—	Certificate of Amendment to Bylaws of Alberta Investments, Inc.
	3	.6(d)	—	Certificate of Amendment to Bylaws of Alberta Investments, Inc.
	3	.7(a)*	—	Articles of Incorporation of Atlas-Tuck Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.6(a)).
	3	.7(b)*	—	Certificate of Increase of Capital Stock of Atlas-Tuck Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.6(b)).
	3	.7(c)*	—	Amended Articles of Incorporation of Atlas-Tuck Concrete, Inc., filed October 1, 1964.(Form S-4 (Reg. No. 333-115443), Exhibit 3.6(c)).
	3	.7(d)*	—	Amended Articles of Incorporation of Atlas-Tuck Concrete, Inc., filed June 21, 1973. (Form S-4 (Reg. No. 333-115443), Exhibit 3.6(d)).
	3	.7(e)*	—	Bylaws of Atlas-Tuck Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.6(e)).
	3	.8(a)*	—	Certificate of Limited Partnership of Beall Concrete Enterprises, Ltd. (Form S-4 (Reg. No. 333-115443), Exhibit 3.7(a)).
	3	.8(b)*	—	Agreement of Limited Partnership of Beall Concrete Enterprises, Ltd. (Form S-4 (Reg. No. 333-115443), Exhibit 3.7(b)).
	3	.9(a)*	—	Articles of Incorporation of Beall Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.8(a)).
	3	.9(b)*	—	Bylaws of Beall Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.8(b)).
	3	.10(a)*	—	Articles of Incorporation of Beall Management, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.9(a)).
	3	.10(b)*	—	Bylaws of Beall Management, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.9(b)).
	3	.11(a)*	—	Limited Liability Company Certificate of Formation of Builders’ Redi-Mix, LLC. (Form S-4 (Reg. No. 333-115443), Exhibit 3.10(a)).
	3	.11(b)	—	Certificate of Amendment to Builders’ Redi-Mix, LLC.
	3	.11(c)*	—	Operating Agreement of Builders’ Redi-Mix, LLC. (Form S-4 (Reg. No. 333-115443), Exhibit 3.10(b)).
	3	.12(a)*	—	Certificate of Incorporation of B.W.B., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.11(a)).
	3	.12(b)*	—	Certificate of Amendment of Certificate of Incorporation of B.W.B., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.11(b)).
	3	.12(c)*	—	Bylaws of B.W.B., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.11(c)).
	3	.13(a)*	—	Certificate of Incorporation of Central Concrete Corp. (Form S-4 (Reg. No. 333-115443), Exhibit 3.12(a)).

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Exhibit
Number				Description
	3	.13(b)*	—	Certificate of Merger of Central Industries Red Bank Inc. and Central Concrete Corp. with and into Concrete XXV Acquisition, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.12(b)).
	3	.13(c)*	—	Certificate of Amendment of Certificate of Incorporation of Central Concrete Corp. (Form S-4 (Reg. No. 333-115443), Exhibit 3.12(c)).
	3	.13(d)*	—	Bylaws of Central Concrete Corp. (Form S-4 (Reg. No. 333-115443), Exhibit 3.12(d)).
	3	.14(a)*	—	Amended and Restated Articles of Incorporation of Central Concrete Supply Co., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(a)).
	3	.14(b)*	—	Plan of Reorganizations and Agreement of Recapitalization and Agreement of Merger by and between Central Concrete Supply Co., Inc., its shareholders, Central Transport Inc. and its shareholders. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(b)).
	3	.14(c)*	—	Agreement of Merger between Central Concrete Acquisition, Inc. and Central Concrete Supply Co., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(c)).
	3	.14(d)*	—	Agreement of Merger between Central Concrete Supply Co, Inc., Bay Cities Building Materials Co., Inc., Walker’s Concrete Inc. and B.C.B.M. Transport, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(d)).
	3	.14(e)*	—	Bylaws of Central Concrete Supply Co., Inc., as amended. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(e)).
	3	.15(a)*	—	Articles of Incorporation of Central Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.15(a)).
	3	.15(b)*	—	Certificate of Amendment of Articles of Incorporation of Central Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.15(b)).
	3	.15(c)*	—	Certificate of Amendment of Articles of Incorporation of Central Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.15(c)).
	3	.15(d)*	—	Bylaws of Central Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.15(d)).
	3	.16(a)	—	Certificate of Incorporation of Concrete XXXI Acquisition, Inc.
	3	.16(b)	—	Bylaws of Concrete XXXI Acquisition, Inc.
	3	.17(a)	—	Certificate of Incorporation of Concrete XXXII Acquisition, Inc.
	3	.17(b)	—	Bylaws of Concrete XXXII Acquisition, Inc.
	3	.18(a)	—	Certificate of Incorporation of Concrete XXXIII Acquisition, Inc.
	3	.18(b)	—	Bylaws of Concrete XXXIII Acquisition, Inc.
	3	.19(a)	—	Certificate of Incorporation of Concrete XXXIV Acquisition, Inc.
	3	.19(b)	—	Bylaws of Concrete XXXIV Acquisition, Inc.
	3	.20(a)	—	Certificate of Incorporation of Concrete XXXV Acquisition, Inc.
	3	.20(b)	—	Bylaws of Concrete XXXV Acquisition, Inc.
	3	.21(a)	—	Certificate of Incorporation of Concrete XXXVI Acquisition, Inc.
	3	.21(b)	—	Bylaws of Concrete XXXVI Acquisition, Inc.
	3	.22(a)*	—	Certificate of Incorporation of Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(a)).
	3	.22(b)*	—	Certificate of Merger of Baer Enterprises, Inc. into Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(b)).
	3	.22(c)*	—	Certificate of Amendment to Certificate of Incorporation of Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(c)).
	3	.22(d)*	—	Certificate of Merger of Baer Acquisition Inc. with and into Baer Concrete, Incorporated. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(d)).
	3	.22(e)*	—	Certificate of Merger of Eastern Concrete Materials, Inc. and Baer Concrete, Incorporated. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(e)).
	3	.22(f)*	—	Bylaws of Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(f)).

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Exhibit
Number				Description
	3	.22(g)*	—	Amendment to the Bylaws of Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(g)).
	3	.23(a)	—	Articles of Conversion of Ingram Enterprises, L.P.
	3	.23(b)	—	Certificate of Limited Partnership of Ingram Enterprises, L.P.
	3	.23(c)	—	Certificate of Merger of Ingram Enterprises, L.P.
	3	.23(d)	—	Agreement of Limited Partnership of Ingram Enterprises, L.P.
	3	.24(a)	—	Articles of Incorporation of Ingram Enterprises Management, Inc.
	3	.24(b)	—	Bylaws of Ingram Enterprises Management, Inc.
	3	.25(a)	—	Articles of Incorporation of Kurtz Gravel Company
	3	.25(b)	—	Certificate of Incorporation of Stock of Kurtz Gravel Company
	3	.25(c)	—	Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company
	3	.25(d)	—	Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company
	3	.25(e)	—	Amended and Restated Bylaws of Kurtz Gravel Company
	3	.26(a)	—	Certificate of Limited Partnership of Redi-Mix Concrete, L.P.
	3	.26(b)	—	Agreement of Limited Partnership of Redi-Mix Concrete, L.P.
	3	.27(a)	—	Articles of Organization of Redi-Mix G.P., LLC
	3	.27(b)	—	Regulations of Redi-Mix G.P., LLC
	3	.28(a)	—	Articles of Conversion of Redi-Mix, L.P.
	3	.28(b)	—	Certificate of Limited Partnership of Redi-Mix, L.P.
	3	.28(c)	—	Agreement of Limited Partnership of Redi-Mix, L.P.
	3	.29(a)	—	Articles of Incorporation of Redi-Mix Management, Inc.
	3	.29(b)	—	Bylaws of Redi-Mix Management, Inc.
	3	.30(a)*	—	Certificate of Incorporation of Ready Mix Concrete Company of Knoxville (Form S-4 (Reg. No. 333-115443), Exhibit 3.19(a)).
	3	.30(b)*	—	Certificate of Merger of Ready Mix Concrete Company of Knoxville with and into Concrete X Acquisition, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.19(b)).
	3	.30(c)*	—	Bylaws of Ready Mix Concrete Company of Knoxville (Form S-4 (Reg. No. 333-115443), Exhibit 3.19(c)).
	3	.31(a)*	—	Certificate of Incorporation of San Diego Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.20(a)).
	3	.31(b)*	—	Certificate of Merger of San Diego Precast Concrete, Inc. with and into Concrete XII Acquisition, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.20(b)).
	3	.31(c)*	—	Bylaws of San Diego Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.20(c)).
	3	.32(a)*	—	Restated Articles of Incorporation of Sierra Precast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.21(a)).
	3	.32(b)*	—	Amended and Restated Bylaws of Sierra Precast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.21(b)).
	3	.33(a)*	—	Certificate of Incorporation of Smith Pre-Cast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.22(a)).
	3	.33(b)*	—	Certificate of Amendment of Certificate of Incorporation of Smith Pre-Cast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.22(b)).
	3	.33(c)*	—	Certificate of Merger of Smith Pre-Cast, Inc. with and into Smith Pre-Cast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.22(c)).
	3	.33(d)*	—	Bylaws of Smith Pre-Cast, Inc (Form S-4 (Reg. No. 333-115443), Exhibit 3.22(d)).
	3	.34(a)*	—	Articles of Incorporation of Superior Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(a)).

II-10

Exhibit
Number				Description
	3	.34(b)*	—	Agreement and Plan of Merger of OCC Acquisition Inc. with and into Opportunity Concrete Corporation. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(b)).
	3	.34(c)*	—	Articles of Amendment to the Articles of Incorporation of Opportunity Concrete Corporation. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(c)).
	3	.34(d)*	—	Bylaws of Superior Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(d)).
	3	.34(e)*	—	Amendment to the Bylaws of Superior Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(e)).
	3	.35(a)*	—	Articles of Incorporation of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(a)).
	3	.35(b)*	—	Certificate of Amendment to the Articles of Incorporation of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(b)).
	3	.35(c)*	—	Certificate of Amendment to the Articles of Incorporation of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(c)).
	3	.35(d)*	—	Certificate of Merger between Cornillie Fuel & Supply Inc., E.B. Metzen, Inc., Superior Redi-Mix, Inc. (now Superior Materials, Inc.), Fendt Transit Mix, Inc. and Premix Concrete Corp. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(d)).
	3	.35(e)*	—	Certificate of Merger between Concrete XX Acquisition, Inc. and Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(e)).
	3	.35(f)	—	Certificate of Merger of Superior Materials, Inc.
	3	.35(g)*	—	Bylaws of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(f)).
	3	.35(h)*	—	Amendment to Bylaws of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(g)).
	3	.36(a)*	—	Certificate of Incorporation of Titan Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(a)).
	3	.36(b)*	—	Certificate of Merger of Carrier Excavation and Foundation Company with and into Concrete XI Acquisition, Inc. (now Titan Concrete Industries, Inc.). (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(b)).
	3	.36(c)*	—	Certificate of Merger of Olive Branch Ready Mix, Inc. with and into Carrier Excavation and Foundation Company. (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(c)).
	3	.36(d)*	—	Certificate of Amendment of Certificate of Incorporation of Carrier Excavation and Foundation Company. (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(d)).
	3	.36(e)*	—	Bylaws of Titan Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(e)).
	3	.37(a)	—	Certificate of Incorporation of U.S. Concrete On-Site, Inc.
	3	.37(b)	—	Certificate of Amendment of U.S. Concrete On-Site, Inc.
	3	.37(c)	—	Bylaws of U.S. Concrete On-Site, Inc.
	3	.38(a)*	—	Certificate of Incorporation of USC Atlantic, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.26(a)).
	3	.38(b)*	—	Certificate of Amendment of Certificate of Incorporation of USC Atlantic, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.26(b)).
	3	.38(c)*	—	Bylaws of USC Atlantic, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.26(c)).
	3	.39(a)*	—	Certificate of Incorporation of USC GP, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.27(a)).
	3	.39(b)*	—	Bylaws of USC GP, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.27(b)).
	3	.40(a)*	—	Certificate of Limited Partnership of USC Management Co., L.P. (Form S-4 (Reg. No. 333-115443), Exhibit 3.28(a)).
	3	.40(b)*	—	Agreement of Limited Partnership of USC Management Co., L.P. (Form S-4 (Reg. No. 333-115443), Exhibit 3.28(b)).
	3	.41(a)*	—	Certificate of Incorporation of USC Michigan, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.29(a)).

II-11

Exhibit
Number				Description
	3	.41(b)*	—	Certificate of Amendment of Certificate of Incorporation of USC Michigan, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.29(b)).
	3	.41(c)*	—	Bylaws of USC Michigan, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.29(c)).
	3	.42(a)	—	Certificate of Incorporation of USC Payroll Inc.
	3	.42(b)	—	Certificate of Amendment of USC Payroll Inc.
	3	.42(c)	—	Bylaws of USC Pay roll Inc.
	3	.43(a)*	—	Certificate of Incorporation of Wyoming Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.14(a)).
	3	.43(b)*	—	Certificate of Merger of Concrete XXII Acquisition, Inc. and Wyoming Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.14(b)).
	3	.43(c)*	—	Certificate of Amendment of Certificate of Incorporation of Wyoming Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.14(c)).
	3	.43(d)*	—	Bylaws of Concrete Wyoming Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.14(d)).
	4	.1*	—	Form of certificate representing common stock (Form S-1 (Reg. No. 333-74855), Exhibit 4.3).
	4	.2*	—	Rights Agreement by and between U.S. Concrete and American Stock Transfer & Trust Company, including form of Rights Certificate attached as Exhibit B thereto (Form S-1 (Reg. No. 333-74855), Exhibit 4.4).
	4	.3*	—	Credit Agreement dated as of March 12, 2004 among U.S. Concrete, the Lenders and Issuers named therein and Citicorp North America, Inc., as administrative agent (Form 10-K for the year ended December 31, 2003 (File No. 000-26025), Exhibit 4.9).
	4	.4*	—	Amendment No. 1 to Credit Agreement, dated as of June 29, 2006, among U.S. Concrete, Inc., Citicorp North America Inc., Bank of America, N.A., JPMorgan Chase Bank and the Lenders and Issuers named therein (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 4.2).
	4	.5*	—	Amended and Restated Credit Agreement, dated as of June 30, 2006, among U.S. Concrete, Inc., Citicorp North America Inc., Bank of America, N.A., JPMorgan Chase Bank and the Lenders and Issuers named therein (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 4.3).
	4	.6*	—	First Consent to Exhibit 4.3 (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), Exhibit 4.2).
	4	.7*	—	Purchase Agreement dated as of March 26, 2004 by and among U.S. Concrete, the Guarantors party thereto, Citigroup Global Markets Inc. and Banc of America Securities LLC as representatives of the Initial Purchasers referred to therein (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), Exhibit 4.3).
	4	.8*		Registration Rights Agreement dated as of March 31, 2004 by and among U.S. Concrete, the Guarantors party thereto, Citigroup Global Markets Inc. and Banc of America Securities LLC as representatives of the Initial Purchasers referred to therein (Form 10-Q for the quarter ended March 31, 2004 (File No. 000- 26025), Exhibit 4.4).
	4	.9*	—	Indenture among U.S. Concrete, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, dated as of March 31, 2004, for the 83/8% Senior Subordinated Notes due 2014 (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), Exhibit 4.5).
	4	.10*	—	First Supplemental Indenture, dated as of July 5, 2006, among U.S. Concrete, Inc., the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 4.1).
	4	.11*	—	Form of Note (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), included as Exhibit A to Exhibit 4.7).
	4	.12*	—	Form of Notation of Guarantee by the Subsidiary Guarantors (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), Exhibit 4.7).
	5	.1**	—	Opinion of Baker Botts, L.L.P.

II-12

Exhibit
Number				Description
	5	.2**	—	Opinion of General Counsel of U.S. Concrete, Inc.
	10	.1*†		1999 Incentive Plan of U.S. Concrete (Form S-1 (Reg. No. 333-74855), Exhibit 10.1).
	10	.2*†	—	Amendment No. 1 to 1999 Incentive Plan of U.S. Concrete, Inc. dated January 9, 2003 (Form S-8 dated December 20, 2004 (Reg. No. 333-121458), Exhibit 10.2).
	10	.3*†	—	Amendment No. 2 to 1999 Incentive Plan of U.S. Concrete, Inc. dated December 17, 2004 (Form S-8 dated December 20, 2004 (Reg. No. 333-121458), Exhibit 10.3).
	10	.4*†	—	Amendment No. 3 to 1999 Incentive Plan of U.S. Concrete, Inc. effective May 17, 2005 (Proxy Statement relating to 2000 annual meeting of stockholders, Appendix B).
	10	.5*†	—	Amendment No. 4 to 1999 Incentive Plan of U.S. Concrete, Inc. dated February 13, 2006 (Form 10-K for the year ended December 31, 2005 (File No. 000-26025), Exhibit 10.5.)
	10	.6*	—	U.S. Concrete 2000 Employee Stock Purchase Plan effective May 16, 2000 (Proxy Statement relating to 2000 annual meeting of stockholders, Appendix A).
	10	.7*	—	Amendment No. 1 to 2000 Employee Stock Purchase Plan of U.S. Concrete, Inc. effective December 16, 2005 (Form 8-K dated December 16, 2005 (File No. 000-26025), Exhibit 10.1).
	10	.8*	—	2001 Employee Incentive Plan of U.S. Concrete, Inc. (Form S-8 dated May 11, 2001 (Reg. No. 333-60710), Exhibit 4.6).
	10	.9*	—	Amendment No. 1 to 2001 Employee Incentive Plan of U.S. Concrete, Inc. dated December 17, 2004 (Form S-8 dated December 20, 2004 (Reg. No. 333-121458), Exhibit 10.6).
	10	.10*†	—	Employment Agreement between U.S. Concrete, Inc. and William T. Albanese (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.1).
	10	.11*†	—	Employment Agreement between U.S. Concrete, Inc. and Thomas J. Albanese (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.2).
	10	.12*†	—	Employment Agreement between U.S. Concrete, Inc. and Michael W. Harlan (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.3).
	10	.13*†	—	Employment Agreement between U.S. Concrete, Inc. and Eugene P. Martineau (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.4).
	10	.14*†	—	First Amendment to Exhibit 10.13 (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.5).
	10	.15*†	—	Employment Agreement between U.S. Concrete, Inc. and Michael D. Mitschele (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.6).
	10	.16*†	—	Amendment No. 1, dated June 1, 2005, to Employment Agreement between U.S. Concrete, Inc. and Michael D. Mitschele (Form 8-K dated June 1, 2005 (File No. 000-26025), Exhibit 10.1).
	10	.17*†	—	Employment Agreement between U.S. Concrete, Inc. and Donald C. Wayne (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.7).
	10	.18*†	—	Letter Agreement for Employment, dated November 11, 2004, by and between U.S. Concrete, Inc. and Robert D. Hardy (Form 8-K dated November 11, 2004 (File No. 000-26025), Exhibit 10.1).
	10	.19*†	—	Letter Agreement for Employment, dated November 11, 2004, by and between U.S. Concrete, Inc. and Gary J. Konnie (Form 8-K dated November 11, 2004 (File No. 000-26025), Exhibit 10.2).
	10	.20*†	—	Letter Agreement for Employment, dated November 11, 2004, by and between U.S. Concrete, Inc. and Wallace H. Johnson (Form 8-K dated November 11, 2004 (File No. 000-26025), Exhibit 10.3).
	10	.21*†	—	Employment Term Sheet between U.S. Concrete, Inc. and Sean M. Gore, dated February 4, 2005, as modified on February 13, 2006.
	10	.22*†	—	Form of Indemnification Agreement between U.S. Concrete and each of its directors and officers.
	10	.23*	—	Flexible Underwritten Equity Facility (FUEL®) Agreement dated as of January 7, 2002 between Ramius Securities, LLC and U.S. Concrete (Form S-3 (Reg. No. 333-42860), Exhibit 1.2).

II-13

Exhibit
Number				Description
	10	.24*	—	Amended and restated engagement letter agreement dated as of January 18, 2002 between Credit Lyonnais Securities (USA) Inc. and U.S. Concrete (Form S-3 (Reg. No. 333-42860), Exhibit 1.3).
	10	.25*†	—	Employment Agreement between U.S. Concrete, Inc. and Cesar Monroy (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.19).
	10	.26*†	—	Summary of annual fees paid by U.S. Concrete, Inc. to its nonemployee directors (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.20).
	10	.27*†	—	Form of U.S. Concrete, Inc. Restricted Stock Award Agreement for employees (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.21).
	10	.28*†	—	Form of U.S. Concrete, Inc. Non-Qualified Stock Option Award Agreement for nonemployee directors (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.22).
	10	.29*†	—	Form of U.S. Concrete, Inc. Non-Qualified Stock Option Award Agreement for employees (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.23).
	10	.30*†	—	U.S. Concrete, Inc. and Subsidiaries 2005 Annual Salaried Team Member Incentive Plan, effective April 8, 2005 (Form 8-K dated April 8, 2005 (File No. 000-26025), Exhibit 10.1).
	10	.31*	—	Promissory Note, dated July 3, 2006, issued by Atlas Investments, Inc. (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 10.1).
	10	.32*	—	Pledge and Security Agreement, dated July 3, 2006, among U.S. Concrete Inc., Atlas Concrete Inc., Wild Rose Holdings Ltd. and Alberta Investments, Inc. (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 10.2).
	10	.33*	—	Registration Rights Agreement, dated July 5, 2006 (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 10.3).
	10	.34*	—	U.S. Concrete, Inc. 2006 Annual Salaried Team Member Incentive Plan.
	12**		—	Statement regarding computation of ratios.
	21**		—	Subsidiaries.
	23		—	Consent of independent registered public accounting firm.
	24	.1*	—	Power of Attorney for U.S. Concrete (set forth on signature page).
	24	.2*	—	Powers of Attorney for the Subsidiary Guarantors (set forth on the signature pages).
	25	.1**	—	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee for the 83/8% Senior Subordinated Notes due 2014.
	99	.1**	—	Form of Letter of Transmittal.
	99	.2**	—	Form of Notice of Guaranteed Delivery.
	99	.3**	—	Form of Letter to DTC Participants.
	99	.4**	—	Form of Letter to Clients.

*	Incorporated by reference to the filing indicated.
**	To be filed by amendment.
†	Management contract or compensatory plan or arrangement.

ITEM 22.   Undertakings

1. The undersigned registrants hereby undertake:

•  to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

•  include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

•  include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to information in the registration statement; and

II-14

•  reflect in the prospectus any facts or events arising after the effective date of the registration statement or its most recent post-effective amendment which, individually or in the aggregate, represent a fundamental change in the information shown in the registration statement.

Any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC under Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price stated in the “Calculation of Registration Fee” table in the effective registration statement;

•  that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

•  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report under section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.

3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 registrants 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 Act and will be governed by the final adjudication of such issue.

4. The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus under items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of a request, and to send the incorporated documents by first-class mail or other equally prompt means. This undertaking includes information contained in documents filed after the effective date of the registration statement through the date of responding to the request.

5. The undersigned registrants hereby undertake to supply by means of a posteffective amendment all information concerning a transaction, and the company being acquired therein, that was not the subject of and included in the registration statement when it became effective.

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, U.S. Concrete, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

U.S. CONCRETE, INC.

By:  /s/  Eugene P. Martineau

Eugene P. Martineau

President, Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on November 21, 2006.

Signature	Title
/s/  Eugene P. Martineau Eugene P. Martineau	President, Chief Executive Officer and Director
/s/  Michael W. Harlan Michael W. Harlan	Executive Vice President, Chief Operating Officer, Assistant Corporate Secretary and Director
/s/  Vincent D. Foster Vincent D. Foster	Director
/s/  T. William Porter, III T. William Porter, III	Director
/s/  Mary P. Ricciardello Mary P. Ricciardello	Director
/s/  Murray S. Simpson Murray S. Simpson	Director
/s/  Robert S. Walker Robert S. Walker	Director

II-16

Pursuant to the requirements of the Securities Act of 1933, Alliance Haulers, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

ALLIANCE HAULERS, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  Robert Hardy Robert Hardy	Vice President
/s/  Cesar Monroy Cesar Monroy	Director
/s/  T. Wayne Womack T. Wayne Womack	Treasurer (Principal Financial and Accounting Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director
/s/  Thomas G. Muscle Thomas G. Muscle	Vice President

II-17

Pursuant to the requirements of the Securities Act of 1933, Alberta Investments, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

ALBERTA INVESTMENTS, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  Robert Hardy Robert Hardy	Vice President
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director
/s/  Cesar Monroy Cesar Monroy	Director
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  T. Wayne Womack T. Wayne Womack	Treasurer (Principal Financial and Accounting Officer)

II-18

Pursuant to the requirements of the Securities Act of 1933, American Concrete Products, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

AMERICAN CONCRETE PRODUCTS, INC.

By:  /s/  Donald E. Humphrey

Name: Donald E. Humphrey

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Donald E. Humphrey Donald E. Humphrey	President (Principal Executive Officer)
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  David Clausen David Clausen	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-19

Pursuant to the requirements of the Securities Act of 1933, Atlas-Tuck Concrete, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

ATLAS-TUCK CONCRETE, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Thomas Larkin Thomas Larkin	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-20

Pursuant to the requirements of the Securities Act of 1933, Beall Management, Inc., as general partner of Beall Concrete Enterprises, Ltd., has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

BEALL CONCRETE ENTERPRISES, LTD.

By:  BEALL MANAGEMENT, INC., its

General Partner

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Thomas Larkin Thomas Larkin	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-21

Pursuant to the requirements of the Securities Act of 1933, Beall Industries, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

BEALL INDUSTRIES, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Thomas Larkin Thomas Larkin	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-22

Pursuant to the requirements of the Securities Act of 1933, Beall Management, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

BEALL MANAGEMENT, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Thomas Larkin Thomas Larkin	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-23

Pursuant to the requirements of the Securities Act of 1933, Builders’ Redi-Mix, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

BUILDERS’ REDI-MIX, LLC

By:  /s/  Nathan A. Sommer

Name: Nathan A. Sommer

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Nathan A. Sommer Nathan A. Sommer	President (Principal Executive Officer)
/s/  Paul Lemanski Paul Lemanski	Treasurer (Principal Financial and Accounting Officer)
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-24

Pursuant to the requirements of the Securities Act of 1933, B.W.B., Inc. of Michigan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

B.W.B., INC. OF MICHIGAN

By:  /s/  Nathan A. Sommer

Name: Nathan A. Sommer

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Nathan A. Sommer Nathan A. Sommer	President (Principal Executive Officer)
/s/  Paul Lemanski Paul Lemanski	Treasurer (Principal Financial and Accounting Officer)
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-25

Pursuant to the requirements of the Securities Act of 1933, Central Concrete Corp. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CENTRAL CONCRETE CORP.

By:  /s/  Charles Abert

Name: Charles Abert

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Charles Abert Charles Abert	President (Principal Executive Officer)
/s/  William Steele William Steele	Treasurer (Principal Financial and Accounting Officer)
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-26

Pursuant to the requirements of the Securities Act of 1933, Central Concrete Supply Co., Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CENTRAL CONCRETE SUPPLY CO., INC.

By:  /s/  William T. Albanese

Name: William T. Albanese

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  William T. Albanese William T. Albanese	President (Principal Executive Officer)
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Laurie Cerrito Laurie Cerrito	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director
/s/  Jeff Davis Jeff Davis	Vice President

II-27

Pursuant to the requirements of the Securities Act of 1933, Central Precast Concrete, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CENTRAL PRECAST CONCRETE, INC.

By:  /s/  Donald E. Humphrey

Name: Donald E. Humphrey

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Donald E. Humphrey Donald E. Humphrey	President (Principal Executive Officer)
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  David Clausen David Clausen	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-28

Pursuant to the requirements of the Securities Act of 1933, Concrete XXXI Acquisition, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CONCRETE XXXI ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Sean Gore Sean Gore	President and Director (Principal Executive Officer)
/s/  Stephanie Collins Stephanie Collins	Secretary

II-29

Pursuant to the requirements of the Securities Act of 1933, Concrete XXXII Acquisition, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CONCRETE XXXII ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Sean Gore Sean Gore	President and Director (Principal Executive Officer)
/s/  Stephanie Collins Stephanie Collins	Secretary

II-30

Pursuant to the requirements of the Securities Act of 1933, Concrete XXXIII Acquisition, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CONCRETE XXXIII ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Sean Gore Sean Gore	President and Director (Principal Executive Officer)
/s/  Stephanie Collins Stephanie Collins	Secretary

II-31

Pursuant to the requirements of the Securities Act of 1933, Concrete XXXIV Acquisition, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CONCRETE XXXIV ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Sean Gore Sean Gore	President and Director (Principal Executive Officer)
/s/  Stephanie Collins Stephanie Collins	Secretary

II-32

Pursuant to the requirements of the Securities Act of 1933, Concrete XXXV Acquisition, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CONCRETE XXXV ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Sean Gore Sean Gore	President and Director (Principal Executive Officer)
/s/  Stephanie Collins Stephanie Collins	Secretary

II-33

Pursuant to the requirements of the Securities Act of 1933, Concrete XXXVI Acquisition, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

CONCRETE XXXVI ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Sean Gore Sean Gore	President and Director (Principal Executive Officer)
/s/  Stephanie Collins Stephanie Collins	Secretary

II-34

Pursuant to the requirements of the Securities Act of 1933, Eastern Concrete Materials, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

EASTERN CONCRETE MATERIALS, INC.

By:  /s/  Michael Gentoso

Name: Michael Gentoso

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Michael Gentoso Michael Gentoso	President (Principal Executive Officer)
/s/  William Steele William Steele	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President, Secretary and Director

II-35

Pursuant to the requirements of the Securities Act of 1933, Ingram Enterprises Management, Inc., as general partner of Ingram Enterprises, L.P. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

INGRAM ENTERPRISES, L.P.

By:  Ingram Enterprises Management, Inc., its General Partner

By:  /s/  Gerald W. Roberts

Name: Gerald W. Roberts

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Gerald W. Roberts Gerald W. Roberts	President (Principal Executive Officer)
/s/  T. Wayne Womack T. Wayne Womack	Vice President and Treasurer (Principal Financial and Accounting Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director
/s/  Cesar Monroy Cesar Monroy	Director
/s/  Robert Hardy Robert Hardy	Vice President
/s/  John C. Miller John C. Miller	Assistant Secretary

II-36

Pursuant to the requirements of the Securities Act of 1933, Ingram Enterprises Management, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

INGRAM ENTERPRISES MANAGEMENT, INC.

By:  /s/  Gerald W. Roberts

Name: Gerald W. Roberts

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Gerald W. Roberts Gerald W. Roberts	President (Principal Executive Officer)
/s/  Sean Gore Sean Gore	Vice President , Secretary and Director
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  T. Wayne Womack T. Wayne Womack	Vice President and Treasurer (Principal Financial and Accounting Officer)
/s/  Robert Hardy Robert Hardy	Vice President
/s/  Cesar Monroy Cesar Monroy	Director
/s/  John C. Miller John C. Miller	Assistant Secretary

II-37

Pursuant to the requirements of the Securities Act of 1933, Kurtz Gravel Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

KURTZ GRAVEL COMPANY

By:  /s/  Gary Lowell

Name: Gary Lowell

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Gary Lowell Gary Lowell	President (Principal Executive Officer)
/s/  Paul Lemanski Paul Lemanski	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President, Secretary and Director

II-38

Pursuant to the requirements of the Securities Act of 1933, Ready Mix Concrete Company of Knoxville has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

READY MIX CONCRETE COMPANY OF KNOXVILLE

By:  /s/  Alvin L. Hancock III

Name: Alvin L. Hancock III

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Alvin L. Hancock, III Alvin L. Hancock, III	President (Principal Executive Officer)
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Thomas Larkin Thomas Larkin	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-39

Pursuant to the requirements of the Securities Act of 1933, Redi-Mix G.P., LLC, as general partner of Redi-Mix Concrete, L.P. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

REDI-MIX CONCRETE, L.P.

By:  Redi-Mix G.P., LLC., its General Partner

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  John C. Miller John C. Miller	Vice President and Treasurer (Principal, Financial and Accounting Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director
/s/  Cesar Monroy Cesar Monroy	Director
/s/  Robert Hardy Robert Hardy	Vice President

II-40

Pursuant to the requirements of the Securities Act of 1933, Redi-Mix G.P., LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

REDI-MIX G.P., LLC

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  John C. Miller John C. Miller	Vice President and Treasurer (Principal, Financial and Accounting Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director
/s/  Cesar Monroy Cesar Monroy	Director
/s/  Robert Hardy Robert Hardy	Vice President

II-41

Pursuant to the requirements of the Securities Act of 1933, Redi-Mix Management, Inc., as general partner of Redi-Mix, L.P. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

REDI-MIX, L.P.

By:  Redi-Mix Management, Inc., its General Partner

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  Cesar Monroy Cesar Monroy	Director
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  John C. Miller John C. Miller	Vice President and Treasurer
/s/  Robert Hardy Robert Hardy	Vice President
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-42

Pursuant to the requirements of the Securities Act of 1933, Redi-Mix Management, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

REDI-MIX MANAGEMENT, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Scott Evans Scott Evans	President (Principal Executive Officer)
/s/  Robert Hardy Robert Hardy	Vice President
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  John C. Miller John C. Miller	Vice President and Treasurer (Principal Financial and Accounting Officer)
/s/  Sean Gore Sean Gore	Vice President , Secretary and Director
/s/  Cesar Monroy Cesar Monroy	Director

II-43

Pursuant to the requirements of the Securities Act of 1933, San Diego Precast Concrete, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

SAN DIEGO PRECAST CONCRETE, INC.

By:  /s/  Douglas W. McLaughlin

Name: Douglas W. McLaughlin

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Douglas W. McLaughlin Douglas W. McLaughlin	President and Treasurer (Principal Executive Financial and Accounting Officer)
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-44

Pursuant to the requirements of the Securities Act of 1933, Sierra Precast, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

SIERRA PRECAST, INC.

By:  /s/  Donald E. Humphrey

Name: Donald E. Humphrey

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Donald E. Humphrey Donald E. Humphrey	President (Principal Executive Officer)
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  David Clausen David Clausen	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-45

Pursuant to the requirements of the Securities Act of 1933, Smith Pre-Cast, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

SMITH PRE-CAST, INC.

By:  /s/  Douglas W. McLaughlin

Name: Douglas W. McLaughlin

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Douglas W. McLaughlin Douglas W. McLaughlin	President and Treasurer (Principal Executive, Financial and Accounting Officer)
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Cesar Monroy Cesar Monroy	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-46

Pursuant to the requirements of the Securities Act of 1933, Superior Concrete Materials, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

SUPERIOR CONCRETE MATERIALS, INC.

By:  /s/  Randy B. Wochy

Name: Randy B. Wochy

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Randy B. Wochy Randy B. Wochy	President (Principal Executive Officer)
/s/  William Steele William Steele	Treasurer (Principal Financial and Accounting Officer)
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-47

Pursuant to the requirements of the Securities Act of 1933, Superior Materials, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

SUPERIOR MATERIALS, INC.

By:  /s/  Gary Lowell

Name: Gary Lowell

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Gary Lowell Gary Lowell	President (Principal Executive Officer)
/s/  Paul Lemanski Paul Lemanski	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President, Secretary and Director

II-48

Pursuant to the requirements of the Securities Act of 1933, Titan Concrete Industries, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

TITAN CONCRETE INDUSTRIES, INC.

By:  /s/  Phillip Palczer

Name: Phillip Palczer

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Phillip Palczer Phillip Palczer	President (Principal Executive Officer)
/s/  Thomas Larkin Thomas Larkin	Treasurer (Principal Financial and Accounting Officer)
/s/  Cesar Monroy Cesar Monroy	Vice President, Secretary and Director

II-49

Pursuant to the requirements of the Securities Act of 1933, U.S. Concrete On-Site, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

U.S. CONCRETE ON-SITE, INC.

By:  /s/  Michael W. Harlan

Name: Michael W. Harlan

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Michael W. Harlan Michael W. Harlan	President and Director (Principal Executive Officer)
/s/  Diana H. Bowling Diana H. Bowling	Vice President
/s/  Cesar Monroy Cesar Monroy	Vice President
/s/  Robert Hardy Robert Hardy	Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director

II-50

Pursuant to the requirements of the Securities Act of 1933, USC Atlantic, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

USC ATLANTIC, INC.

By:  /s/  Michael W. Harlan

Name: Michael W. Harlan

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  William Steele William Steele	Treasurer (Principal Financial and Accounting Officer)
/s/  Michael W. Harlan Michael W. Harlan	President, Secretary and Director (Principal Executive Officer)

II-51

Pursuant to the requirements of the Securities Act of 1933, USC GP, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

USC GP, INC.

By:  /s/  Gary J. Konnie

Name: Gary J. Konnie

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Gary J. Konnie Gary J. Konnie	President and Director (Principal Executive)
/s/  Michael W. Harlan Michael W. Harlan	Vice President and Director
/s/  Sean Gore Sean Gore	Vice President, Secretary and Director
/s/  Cesar Monroy Cesar Monroy	Treasurer (Financial and Accounting Officer)

II-52

Pursuant to the requirements of the Securities Act of 1933, USC Michigan, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

USC MICHIGAN, INC.

By:  /s/  Jeffrey D. Spahr

Name: Jeffrey D. Spahr

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Jeffrey D. Spahr Jeffrey D. Spahr	President (Principal Executive Officer)
/s/  Paul Lemanski Paul Lemanski	Treasurer (Principal Financial and Accounting Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President, Secretary and Director

II-53

Pursuant to the requirements of the Securities Act of 1933, USC GP, Inc., as general partner of USC Management Co., L.P. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

USC MANAGEMENT CO., L.P.

By:  USC GP, INC., its General Partner

By:  /s/  Cesar Monroy

Name: Cesar Monroy

Title:  President and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Cesar Monroy Cesar Monroy	President, Treasurer and Director (Principal Executive, Financial and Accounting Officer)
/s/  Michael W. Harlan Michael W. Harlan	Vice President
/s/  Sean Gore Sean Gore	Secretary and Director

II-54

Pursuant to the requirements of the Securities Act of 1933, USC Payroll, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

USC PAYROLL, INC.

By:  /s/  Cesar Monroy

Name: Cesar Monroy

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Cesar Monroy Cesar Monroy	President, Treasurer and Director (Principal Executive Officer)
/s/  Eugene P. Martineau Eugene P. Martineau	Senior Vice President
/s/  Sean Gore Sean Gore	Secretary and Director
/s/  Michael Harlan Michael Harlan	Vice President

II-55

Pursuant to the requirements of the Securities Act of 1933, Wyoming Concrete Industries, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on November 21, 2006.

WYOMING CONCRETE INDUSTRIES, INC.

By:  /s/  Eugene P. Martineau

Name: Eugene P. Martineau

Title: President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene P. Martineau, Michael W. Harlan and Curt M. Lindeman, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents 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 indicated on November 21, 2006.

Signature	Title
/s/  Eugene P. Martineau Eugene P. Martineau	Vice President, Secretary and Director
/s/  Randy Wochy Randy Wochy	President (Principal Executive Officer)

II-56

INDEX TO EXHIBITS

Exhibit
Number				Description
	3	.1*	—	Restated Certificate of Incorporation of U.S. Concrete (Form S-1 (Reg. No. 333-74855), Exhibit 3.1).
	3	.2*	—	Amended and Restated Bylaws of U.S. Concrete, as amended (Post Effective Amendment No. 1 to Form S-3 (Reg. No. 333-42860), Exhibit 4.2).
	3	.3*	—	Certificate of Designation of Junior Participating Preferred Stock (Form 10-Q for the quarter ended June 30, 2000 (File No. 000-26025), Exhibit 3.3).
	3	.4(a)*	—	Articles of Incorporation of American Concrete Products, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.5(a)).
	3	.4(b)*	—	Bylaws of American Concrete Products, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.5(b)).
	3	.5(a)	—	Articles of Incorporation of Alliance Haulers, Inc.
	3	.5(b)	—	Articles of Amendment of Alliance Haulers, Inc.
	3	.5(c)	—	Amended and Restated Bylaws of Alliance Haulers, Inc.
	3	.6(a)	—	Amended and Restated Articles of Incorporation of Alberta Investments, Inc.
	3	.6(b)	—	Bylaws of Alberta Investments, Inc.
	3	.6(c)	—	Certificate of Amendment to Bylaws of Alberta Investments, Inc.
	3	.6(d)	—	Certificate of Amendment to Bylaws of Alberta Investments, Inc.
	3	.7(a)*	—	Articles of Incorporation of Atlas-Tuck Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.6(a)).
	3	.7(b)*	—	Certificate of Increase of Capital Stock of Atlas-Tuck Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.6(b)).
	3	.7(c)*	—	Amended Articles of Incorporation of Atlas-Tuck Concrete, Inc., filed October 1, 1964.(Form S-4 (Reg. No. 333-115443), Exhibit 3.6(c)).
	3	.7(d)*	—	Amended Articles of Incorporation of Atlas-Tuck Concrete, Inc., filed June 21, 1973. (Form S-4 (Reg. No. 333-115443), Exhibit 3.6(d)).
	3	.7(e)*	—	Bylaws of Atlas-Tuck Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.6(e)).
	3	.8(a)*	—	Certificate of Limited Partnership of Beall Concrete Enterprises, Ltd. (Form S-4 (Reg. No. 333-115443), Exhibit 3.7(a)).
	3	.8(b)*	—	Agreement of Limited Partnership of Beall Concrete Enterprises, Ltd. (Form S-4 (Reg. No. 333-115443), Exhibit 3.7(b)).
	3	.9(a)*	—	Articles of Incorporation of Beall Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.8(a)).
	3	.9(b)*	—	Bylaws of Beall Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.8(b)).
	3	.10(a)*	—	Articles of Incorporation of Beall Management, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.9(a)).
	3	.10(b)*	—	Bylaws of Beall Management, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.9(b)).
	3	.11(a)*	—	Limited Liability Company Certificate of Formation of Builders’ Redi-Mix, LLC. (Form S-4 (Reg. No. 333-115443), Exhibit 3.10(a)).
	3	.11(b)	—	Certificate of Amendment to Builders’ Redi-Mix, LLC.
	3	.11(c)*	—	Operating Agreement of Builders’ Redi-Mix, LLC. (Form S-4 (Reg. No. 333-115443), Exhibit 3.10(b)).
	3	.12(a)*	—	Certificate of Incorporation of B.W.B., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.11(a)).
	3	.12(b)*	—	Certificate of Amendment of Certificate of Incorporation of B.W.B., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.11(b)).
	3	.12(c)*	—	Bylaws of B.W.B., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.11(c)).
	3	.13(a)*	—	Certificate of Incorporation of Central Concrete Corp. (Form S-4 (Reg. No. 333-115443), Exhibit 3.12(a)).
	3	.13(b)*	—	Certificate of Merger of Central Industries Red Bank Inc. and Central Concrete Corp. with and into Concrete XXV Acquisition, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.12(b)).

Exhibit
Number				Description
	3	.13(c)*	—	Certificate of Amendment of Certificate of Incorporation of Central Concrete Corp. (Form S-4 (Reg. No. 333-115443), Exhibit 3.12(c)).
	3	.13(d)*	—	Bylaws of Central Concrete Corp. (Form S-4 (Reg. No. 333-115443), Exhibit 3.12(d)).
	3	.14(a)*	—	Amended and Restated Articles of Incorporation of Central Concrete Supply Co., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(a)).
	3	.14(b)*	—	Plan of Reorganizations and Agreement of Recapitalization and Agreement of Merger by and between Central Concrete Supply Co., Inc., its shareholders, Central Transport Inc. and its shareholders. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(b)).
	3	.14(c)*	—	Agreement of Merger between Central Concrete Acquisition, Inc. and Central Concrete Supply Co., Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(c)).
	3	.14(d)*	—	Agreement of Merger between Central Concrete Supply Co, Inc., Bay Cities Building Materials Co., Inc., Walker’s Concrete Inc. and B.C.B.M. Transport, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(d)).
	3	.14(e)*	—	Bylaws of Central Concrete Supply Co., Inc., as amended. (Form S-4 (Reg. No. 333-115443), Exhibit 3.13(e)).
	3	.15(a)*	—	Articles of Incorporation of Central Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.15(a)).
	3	.15(b)*	—	Certificate of Amendment of Articles of Incorporation of Central Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.15(b)).
	3	.15(c)*	—	Certificate of Amendment of Articles of Incorporation of Central Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.15(c)).
	3	.15(d)*	—	Bylaws of Central Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.15(d)).
	3	.16(a)	—	Certificate of Incorporation of Concrete XXXI Acquisition, Inc.
	3	.16(b)	—	Bylaws of Concrete XXXI Acquisition, Inc.
	3	.17(a)	—	Certificate of Incorporation of Concrete XXXII Acquisition, Inc.
	3	.17(b)	—	Bylaws of Concrete XXXII Acquisition, Inc.
	3	.18(a)	—	Certificate of Incorporation of Concrete XXXIII Acquisition, Inc.
	3	.18(b)	—	Bylaws of Concrete XXXIII Acquisition, Inc.
	3	.19(a)	—	Certificate of Incorporation of Concrete XXXIV Acquisition, Inc.
	3	.19(b)	—	Bylaws of Concrete XXXIV Acquisition, Inc.
	3	.20(a)	—	Certificate of Incorporation of Concrete XXXV Acquisition, Inc.
	3	.20(b)	—	Bylaws of Concrete XXXV Acquisition, Inc.
	3	.21(a)	—	Certificate of Incorporation of Concrete XXXVI Acquisition, Inc.
	3	.21(b)	—	Bylaws of Concrete XXXVI Acquisition, Inc.
	3	.22(a)*	—	Certificate of Incorporation of Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(a)).
	3	.22(b)*	—	Certificate of Merger of Baer Enterprises, Inc. into Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(b)).
	3	.22(c)*	—	Certificate of Amendment to Certificate of Incorporation of Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(c)).
	3	.22(d)*	—	Certificate of Merger of Baer Acquisition Inc. with and into Baer Concrete, Incorporated. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(d)).
	3	.22(e)*	—	Certificate of Merger of Eastern Concrete Materials, Inc. and Baer Concrete, Incorporated. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(e)).
	3	.22(f)*	—	Bylaws of Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(f)).
	3	.22(g)*	—	Amendment to the Bylaws of Eastern Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.18(g)).
	3	.23(a)	—	Articles of Conversion of Ingram Enterprises, L.P.
	3	.23(b)	—	Certificate of Limited Partnership of Ingram Enterprises, L.P.

Exhibit
Number				Description
	3	.23(c)	—	Certificate of Merger of Ingram Enterprises, L.P.
	3	.23(d)	—	Agreement of Limited Partnership of Ingram Enterprises, L.P.
	3	.24(a)	—	Articles of Incorporation of Ingram Enterprises Management, Inc.
	3	.24(b)	—	Bylaws of Ingram Enterprises Management, Inc.
	3	.25(a)	—	Articles of Incorporation of Kurtz Gravel Company
	3	.25(b)	—	Certificate of Incorporation of Stock of Kurtz Gravel Company
	3	.25(c)	—	Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company
	3	.25(d)	—	Certificate of Amendment to Articles of Incorporation of Kurtz Gravel Company
	3	.25(e)	—	Amended and Restated Bylaws of Kurtz Gravel Company
	3	.26(a)	—	Certificate of Limited Partnership of Redi-Mix Concrete, L.P.
	3	.26(b)	—	Agreement of Limited Partnership of Redi-Mix Concrete, L.P.
	3	.27(a)	—	Articles of Organization of Redi-Mix G.P., LLC
	3	.27(b)	—	Regulations of Redi-Mix G.P., LLC
	3	.28(a)	—	Articles of Conversion of Redi-Mix, L.P.
	3	.28(b)	—	Certificate of Limited Partnership of Redi-Mix, L.P.
	3	.28(c)	—	Agreement of Limited Partnership of Redi-Mix, L.P.
	3	.29(a)	—	Articles of Incorporation of Redi-Mix Management, Inc.
	3	.29(b)	—	Bylaws of Redi-Mix Management, Inc.
	3	.30(a)*	—	Certificate of Incorporation of Ready Mix Concrete Company of Knoxville (Form S-4 (Reg. No. 333-115443), Exhibit 3.19(a)).
	3	.30(b)*	—	Certificate of Merger of Ready Mix Concrete Company of Knoxville with and into Concrete X Acquisition, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.19(b)).
	3	.30(c)*	—	Bylaws of Ready Mix Concrete Company of Knoxville (Form S-4 (Reg. No. 333-115443), Exhibit 3.19(c)).
	3	.31(a)*	—	Certificate of Incorporation of San Diego Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.20(a)).
	3	.31(b)*	—	Certificate of Merger of San Diego Precast Concrete, Inc. with and into Concrete XII Acquisition, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.20(b)).
	3	.31(c)*	—	Bylaws of San Diego Precast Concrete, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.20(c)).
	3	.32(a)*	—	Restated Articles of Incorporation of Sierra Precast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.21(a)).
	3	.32(b)*	—	Amended and Restated Bylaws of Sierra Precast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.21(b)).
	3	.33(a)*	—	Certificate of Incorporation of Smith Pre-Cast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.22(a)).
	3	.33(b)*	—	Certificate of Amendment of Certificate of Incorporation of Smith Pre-Cast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.22(b)).
	3	.33(c)*	—	Certificate of Merger of Smith Pre-Cast, Inc. with and into Smith Pre-Cast, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.22(c)).
	3	.33(d)*	—	Bylaws of Smith Pre-Cast, Inc (Form S-4 (Reg. No. 333-115443), Exhibit 3.22(d)).
	3	.34(a)*	—	Articles of Incorporation of Superior Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(a)).
	3	.34(b)*	—	Agreement and Plan of Merger of OCC Acquisition Inc. with and into Opportunity Concrete Corporation. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(b)).
	3	.34(c)*	—	Articles of Amendment to the Articles of Incorporation of Opportunity Concrete Corporation. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(c)).
	3	.34(d)*	—	Bylaws of Superior Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(d)).

Exhibit
Number				Description
	3	.34(e)*	—	Amendment to the Bylaws of Superior Concrete Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.23(e)).
	3	.35(a)*	—	Articles of Incorporation of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(a)).
	3	.35(b)*	—	Certificate of Amendment to the Articles of Incorporation of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(b)).
	3	.35(c)*	—	Certificate of Amendment to the Articles of Incorporation of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(c)).
	3	.35(d)*	—	Certificate of Merger between Cornillie Fuel & Supply Inc., E.B. Metzen, Inc., Superior Redi-Mix, Inc. (now Superior Materials, Inc.), Fendt Transit Mix, Inc. and Premix Concrete Corp. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(d)).
	3	.35(e)*	—	Certificate of Merger between Concrete XX Acquisition, Inc. and Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(e)).
	3	.35(f)	—	Certificate of Merger of Superior Materials, Inc.
	3	.35(g)*	—	Bylaws of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(f)).
	3	.35(h)*	—	Amendment to Bylaws of Superior Materials, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.24(g)).
	3	.36(a)*	—	Certificate of Incorporation of Titan Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(a)).
	3	.36(b)*	—	Certificate of Merger of Carrier Excavation and Foundation Company with and into Concrete XI Acquisition, Inc. (now Titan Concrete Industries, Inc.). (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(b)).
	3	.36(c)*	—	Certificate of Merger of Olive Branch Ready Mix, Inc. with and into Carrier Excavation and Foundation Company. (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(c)).
	3	.36(d)*	—	Certificate of Amendment of Certificate of Incorporation of Carrier Excavation and Foundation Company. (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(d)).
	3	.36(e)*	—	Bylaws of Titan Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.25(e)).
	3	.37(a)	—	Certificate of Incorporation of U.S. Concrete On-Site, Inc.
	3	.37(b)	—	Certificate of Amendment of U.S. Concrete On-Site, Inc.
	3	.37(c)	—	Bylaws of U.S. Concrete On-Site, Inc.
	3	.38(a)*	—	Certificate of Incorporation of USC Atlantic, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.26(a)).
	3	.38(b)*	—	Certificate of Amendment of Certificate of Incorporation of USC Atlantic, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.26(b)).
	3	.38(c)*	—	Bylaws of USC Atlantic, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.26(c)).
	3	.39(a)*	—	Certificate of Incorporation of USC GP, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.27(a)).
	3	.39(b)*	—	Bylaws of USC GP, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.27(b)).
	3	.40(a)*	—	Certificate of Limited Partnership of USC Management Co., L.P. (Form S-4 (Reg. No. 333-115443), Exhibit 3.28(a)).
	3	.40(b)*	—	Agreement of Limited Partnership of USC Management Co., L.P. (Form S-4 (Reg. No. 333-115443), Exhibit 3.28(b)).
	3	.41(a)*	—	Certificate of Incorporation of USC Michigan, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.29(a)).
	3	.41(b)*	—	Certificate of Amendment of Certificate of Incorporation of USC Michigan, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.29(b)).
	3	.41(c)*	—	Bylaws of USC Michigan, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.29(c)).
	3	.42(a)	—	Certificate of Incorporation of USC Payroll Inc.
	3	.42(b)	—	Certificate of Amendment of USC Payroll Inc.
	3	.42(c)	—	Bylaws of USC Pay roll Inc.

Exhibit
Number				Description
	3	.43(a)*	—	Certificate of Incorporation of Wyoming Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.14(a)).
	3	.43(b)*	—	Certificate of Merger of Concrete XXII Acquisition, Inc. and Wyoming Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.14(b)).
	3	.43(c)*	—	Certificate of Amendment of Certificate of Incorporation of Wyoming Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.14(c)).
	3	.43(d)*	—	Bylaws of Concrete Wyoming Concrete Industries, Inc. (Form S-4 (Reg. No. 333-115443), Exhibit 3.14(d)).
	4	.1*	—	Form of certificate representing common stock (Form S-1 (Reg. No. 333-74855), Exhibit 4.3).
	4	.2*	—	Rights Agreement by and between U.S. Concrete and American Stock Transfer & Trust Company, including form of Rights Certificate attached as Exhibit B thereto (Form S-1 (Reg. No. 333-74855), Exhibit 4.4).
	4	.3*	—	Credit Agreement dated as of March 12, 2004 among U.S. Concrete, the Lenders and Issuers named therein and Citicorp North America, Inc., as administrative agent (Form 10-K for the year ended December 31, 2003 (File No. 000-26025), Exhibit 4.9).
	4	.4*	—	Amendment No. 1 to Credit Agreement, dated as of June 29, 2006, among U.S. Concrete, Inc., Citicorp North America Inc., Bank of America, N.A., JPMorgan Chase Bank and the Lenders and Issuers named therein (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 4.2).
	4	.5*	—	Amended and Restated Credit Agreement, dated as of June 30, 2006, among U.S. Concrete, Inc., Citicorp North America Inc., Bank of America, N.A., JPMorgan Chase Bank and the Lenders and Issuers named therein (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 4.3).
	4	.6*	—	First Consent to Exhibit 4.3 (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), Exhibit 4.2).
	4	.7*	—	Purchase Agreement dated as of March 26, 2004 by and among U.S. Concrete, the Guarantors party thereto, Citigroup Global Markets Inc. and Banc of America Securities LLC as representatives of the Initial Purchasers referred to therein (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), Exhibit 4.3).
	4	.8*		Registration Rights Agreement dated as of March 31, 2004 by and among U.S. Concrete, the Guarantors party thereto, Citigroup Global Markets Inc. and Banc of America Securities LLC as representatives of the Initial Purchasers referred to therein (Form 10-Q for the quarter ended March 31, 2004 (File No. 000- 26025), Exhibit 4.4).
	4	.9*	—	Indenture among U.S. Concrete, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, dated as of March 31, 2004, for the 83/8% Senior Subordinated Notes due 2014 (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), Exhibit 4.5).
	4	.10*	—	First Supplemental Indenture, dated as of July 5, 2006, among U.S. Concrete, Inc., the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 4.1).
	4	.11*	—	Form of Note (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), included as Exhibit A to Exhibit 4.7).
	4	.12*	—	Form of Notation of Guarantee by the Subsidiary Guarantors (Form 10-Q for the quarter ended March 31, 2004 (File No. 000-26025), Exhibit 4.7).
	5	.1**	—	Opinion of Baker Botts, L.L.P.
	5	.2**	—	Opinion of General Counsel of U.S. Concrete, Inc.
	10	.1*†		1999 Incentive Plan of U.S. Concrete (Form S-1 (Reg. No. 333-74855), Exhibit 10.1).
	10	.2*†	—	Amendment No. 1 to 1999 Incentive Plan of U.S. Concrete, Inc. dated January 9, 2003 (Form S-8 dated December 20, 2004 (Reg. No. 333-121458), Exhibit 10.2).
	10	.3*†	—	Amendment No. 2 to 1999 Incentive Plan of U.S. Concrete, Inc. dated December 17, 2004 (Form S-8 dated December 20, 2004 (Reg. No. 333-121458), Exhibit 10.3).
	10	.4*†	—	Amendment No. 3 to 1999 Incentive Plan of U.S. Concrete, Inc. effective May 17, 2005 (Proxy Statement relating to 2000 annual meeting of stockholders, Appendix B).

Exhibit
Number				Description
	10	.5*†	—	Amendment No. 4 to 1999 Incentive Plan of U.S. Concrete, Inc. dated February 13, 2006 (Form 10-K for the year ended December 31, 2005 (File No. 000-26025), Exhibit 10.5.)
	10	.6*	—	U.S. Concrete 2000 Employee Stock Purchase Plan effective May 16, 2000 (Proxy Statement relating to 2000 annual meeting of stockholders, Appendix A).
	10	.7*	—	Amendment No. 1 to 2000 Employee Stock Purchase Plan of U.S. Concrete, Inc. effective December 16, 2005 (Form 8-K dated December 16, 2005 (File No. 000-26025), Exhibit 10.1).
	10	.8*	—	2001 Employee Incentive Plan of U.S. Concrete, Inc. (Form S-8 dated May 11, 2001 (Reg. No. 333-60710), Exhibit 4.6).
	10	.9*	—	Amendment No. 1 to 2001 Employee Incentive Plan of U.S. Concrete, Inc. dated December 17, 2004 (Form S-8 dated December 20, 2004 (Reg. No. 333-121458), Exhibit 10.6).
	10	.10*†	—	Employment Agreement between U.S. Concrete, Inc. and William T. Albanese (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.1).
	10	.11*†	—	Employment Agreement between U.S. Concrete, Inc. and Thomas J. Albanese (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.2).
	10	.12*†	—	Employment Agreement between U.S. Concrete, Inc. and Michael W. Harlan (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.3).
	10	.13*†	—	Employment Agreement between U.S. Concrete, Inc. and Eugene P. Martineau (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.4).
	10	.14*†	—	First Amendment to Exhibit 10.13 (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.5).
	10	.15*†	—	Employment Agreement between U.S. Concrete, Inc. and Michael D. Mitschele (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.6).
	10	.16*†	—	Amendment No. 1, dated June 1, 2005, to Employment Agreement between U.S. Concrete, Inc. and Michael D. Mitschele (Form 8-K dated June 1, 2005 (File No. 000-26025), Exhibit 10.1).
	10	.17*†	—	Employment Agreement between U.S. Concrete, Inc. and Donald C. Wayne (Form 10-Q for the quarter ended June 30, 2003 (File No. 000-26025), Exhibit 10.7).
	10	.18*†	—	Letter Agreement for Employment, dated November 11, 2004, by and between U.S. Concrete, Inc. and Robert D. Hardy (Form 8-K dated November 11, 2004 (File No. 000-26025), Exhibit 10.1).
	10	.19*†	—	Letter Agreement for Employment, dated November 11, 2004, by and between U.S. Concrete, Inc. and Gary J. Konnie (Form 8-K dated November 11, 2004 (File No. 000-26025), Exhibit 10.2).
	10	.20*†	—	Letter Agreement for Employment, dated November 11, 2004, by and between U.S. Concrete, Inc. and Wallace H. Johnson (Form 8-K dated November 11, 2004 (File No. 000-26025), Exhibit 10.3).
	10	.21*†	—	Employment Term Sheet between U.S. Concrete, Inc. and Sean M. Gore, dated February 4, 2005, as modified on February 13, 2006.
	10	.22*†	—	Form of Indemnification Agreement between U.S. Concrete and each of its directors and officers.
	10	.23*	—	Flexible Underwritten Equity Facility (FUEL®) Agreement dated as of January 7, 2002 between Ramius Securities, LLC and U.S. Concrete (Form S-3 (Reg. No. 333-42860), Exhibit 1.2).
	10	.24*	—	Amended and restated engagement letter agreement dated as of January 18, 2002 between Credit Lyonnais Securities (USA) Inc. and U.S. Concrete (Form S-3 (Reg. No. 333-42860), Exhibit 1.3).
	10	.25*†	—	Employment Agreement between U.S. Concrete, Inc. and Cesar Monroy (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.19).
	10	.26*†	—	Summary of annual fees paid by U.S. Concrete, Inc. to its nonemployee directors (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.20).
	10	.27*†	—	Form of U.S. Concrete, Inc. Restricted Stock Award Agreement for employees (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.21).
	10	.28*†	—	Form of U.S. Concrete, Inc. Non-Qualified Stock Option Award Agreement for nonemployee directors (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.22).

Exhibit
Number				Description
	10	.29*†	—	Form of U.S. Concrete, Inc. Non-Qualified Stock Option Award Agreement for employees (Form 10-K for the year ended December 31, 2004 (File No. 000-26025), Exhibit 10.23).
	10	.30*†	—	U.S. Concrete, Inc. and Subsidiaries 2005 Annual Salaried Team Member Incentive Plan, effective April 8, 2005 (Form 8-K dated April 8, 2005 (File No. 000-26025), Exhibit 10.1).
	10	.31*	—	Promissory Note, dated July 3, 2006, issued by Atlas Investments, Inc. (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 10.1).
	10	.32*	—	Pledge and Security Agreement, dated July 3, 2006, among U.S. Concrete Inc., Atlas Concrete Inc., Wild Rose Holdings Ltd. and Alberta Investments, Inc. (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 10.2).
	10	.33*	—	Registration Rights Agreement, dated July 5, 2006 (Form 8-K filed on July 7, 2006 (File No. 000-26025), Exhibit 10.3).
	10	.34*	—	U.S. Concrete, Inc. 2006 Annual Salaried Team Member Incentive Plan.
	12**		—	Statement regarding computation of ratios.
	21**		—	Subsidiaries.
	23		—	Consent of independent registered public accounting firm.
	24	.1*	—	Power of Attorney for U.S. Concrete (set forth on signature page).
	24	.2*	—	Powers of Attorney for the Subsidiary Guarantors (set forth on the signature pages).
	25	.1**	—	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee for the 83/8% Senior Subordinated Notes due 2014.
	99	.1**	—	Form of Letter of Transmittal.
	99	.2**	—	Form of Notice of Guaranteed Delivery.
	99	.3**	—	Form of Letter to DTC Participants.
	99	.4**	—	Form of Letter to Clients.

*	Incorporated by reference to the filing indicated.
**	To be filed by amendment.
†	Management contract or compensatory plan or arrangement.

EX-3.5(A)

                                                                  Exhibit 3.5(a)

                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                            DEC 1 8 1996

                                                        Corporations Section

                            ARTICLES OF INCORPORATION

                                       OF

                             ALLIANCE CONCRETE, INC.

     The undersigned, CHRISTOPHER G. SHARP, a natural person of the age of
eighteen (18) years or more, acting as incorporator of a corporation under the
Texas Business Corporation Act, hereby adopts the following Articles of
Incorporation for such Corporation.

                                   ARTICLE ONE

                                      NAME

     The name of the Corporation is ALLIANCE CONCRETE, INC.

                                   ARTICLE TWO

                                    DURATION

     The period of its duration is perpetual.

                                  ARTICLE THREE

                                    PURPOSES

     The purposes for which the Corporation is organized are the transaction of
any or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.

                                  ARTICLE FOUR

                                 SHARE STRUCTURE

     The aggregate number of shares which the Corporation shall have authority
to issue is 1,000,000 shares of the par value of $1.00 each.

                                  ARTICLE FIVE

                            COMMENCEMENT OF BUSINESS

     The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of one thousand dollars
($1,000.00), consisting of money, labor done, or property actually received.


                                     Page 1



                                   ARTICLE SIX

                           REGISTERED OFFICE AND AGENT

     The street address of its initial registered office is 1445 MacArthur
Drive, Suite 136, Carrollton, Texas 75007, and the name of its initial
registered agent at such address is JOHN C. MILLER.

                                  ARTICLE SEVEN

                                    DIRECTORS

     The number of Directors constituting the initial Board of Directors is two
(2), and the names and addresses of the persons who are to serve as Directors
until the first annual meeting of the shareholders or until their successors are
elected and qualified are:

     GERALD A. BERKHOLD     1404 Dome Tower
                            333 7th Avenue, S.W.
                            Calgary, Alberta
                            Canada T2P 2Z1

     RONALD L. GRAHAM       875 Prospect Street
                            Suite 315
                            LaJolla, CA 92037-4264

                                  ARTICLE EIGHT

                                  INCORPORATOR

The name and address of the incorporator is:

     CHRISTOPHER G. SHARP   Expressway Tower, Suite 520
                            6116 North Central Expressway
                            Dallas, Texas 75206

                                  ARTICLE NINE

                        RESTRICTIONS ON PREEMPTIVE RIGHTS

     No holder of any shares of any class of stock of the Corporation shall, as
such holder, have any preemptive or preferential right to receive, purchase, or
subscribe to (1) any unissued or treasury shares of any class of stock (whether
now or hereafter authorized) of the Corporation, (2) any obligations, evidences
of indebtedness, or other securities of the Corporation convertible


                                     Page 2



into or exchangeable for, or carrying or accompanied by any rights to receive,
purchase, or subscribe to, any such unissued or treasury shares, (3) any right
of subscription to or to receive, or any warrant or option for the purchase of,
any of the foregoing securities, (4) any other securities that may be issued or
sold by the Corporation, other than such (if any) as the Board of Directors of
the Corporation, in its sole and absolute discretion, may determine from time to
time.

                                   ARTICLE TEN

                           DENIAL OF CUMULATIVE VOTING

     No shareholder shall have the right to cumulate his votes at any election
for directors of this Corporation.

                                 ARTICLE ELEVEN

                             LIABILITY OF DIRECTORS

     To the fullest extent permitted by Texas law, no director of the
Corporation shall be liable to the Corporation or its shareholders for monetary
damages for an act or omission in such director's capacity as a director of the
Corporation, except for liability arising out of (1) any breach of such
director's duty of loyalty to the Corporation or its shareholders; (2) acts by
or omissions of such directors which are not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) a transaction from
which such director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of such director's office; (4) an
act or omission by such director for which the liability of a director is
expressly provided for by statute; or (5) an act by such director relating to an
unlawful stock repurchase or payment of a dividend by the Corporation. The
foregoing elimination of the liability to the Corporation of its shareholders
for monetary damages should not be deemed exclusive of any other rights or
limitations of liability or indemnity to which a director may be entitled under
any other provisions of the Articles of Incorporation or Bylaws of the
Corporation, any contract or agreement with the Corporation, any vote of
shareholders and/or disinterested directors of the Corporation, or otherwise.
Neither the amendment nor repeal of the Article Eleven, nor the adoption of any
provision of the Articles of Incorporation or Bylaws inconsistent with this
Article Eleven, shall eliminate or reduce the effect of this Article Eleven in
respect of any matter occurring, or any cause of action, suit or claim that
accrued or arose prior to such amendment, repeal or adoption of any inconsistent
provisions. No amendment or modification or repeal of this Article Eleven by the
shareholders of the Corporation shall adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal or
modification or amendment.


                                     Page 3



     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on this 17th day of December, 1996.


                                        /s/ Christopher G. Sharp
                                        ----------------------------------------
                                        CHRISTOPHER G. SHARP


                                     Page 4



THE STATE OF TEXAS   Section
                     Section
COUNTY OF DALLAS     Section

     I, a Notary Public, do hereby certify that on this 17th day of December,
1996, personally appeared before me CHRISTOPHER G. SHARP, who being by me first
duly sworn, declared to me that he is the person who signed the foregoing
document as an incorporator, and that the statements therein contained are true.


(KATHERINE HUFFMAN LOGO)                /s/ Katherine Huffman
  MY COMMISSION EXPIRES                 ----------------------------------------
      June 19, 2000                     NOTARY PUBLIC, STATE OF TEXAS


                                     Page 5

EX-3.5(B)

                                                                  Exhibit 3.5(b)

                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas
                                                             MAY 12 2003
                                                        Corporations Section

                              ARTICLES OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION OF
                             ALLIANCE CONCRETE, INC.

                  (Changing Its Name to Alliance Haulers, Inc.)

                             Dated as of May 8, 2003

     Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

                                   ARTICLE I.

     The name of the corporation is Alliance Concrete, Inc.

                                   ARTICLE II.

     The following amendment to the corporation's Articles of Incorporation was
adopted by the shareholders of the corporation on May 8, 2003.

     ARTICLE ONE of the Articles of Incorporation is amended and restated to
read as follows:

                                  "ARTICLE ONE

                                      Name

     The name of the Corporation is Alliance Haulers, Inc."

                                  ARTICLE III.

     The number of shares of the corporation outstanding at the time of such
adoption was 1,000 shares of Common Stock and no shares of Preferred Stock. The
number of shares entitled to vote thereon was 1,000.



                                   ARTICLE IV

     The holders of all of the shares outstanding and entitled to vote on said
amendment have signed a consent in writing adopting said amendment pursuant to
Article 9.10, and any written notice required by Article 9.10 has been given.

                                        ALLIANCE CONCRETE, INC.


                                        By: /s/ Bill C. Mabry
                                            ------------------------------------
                                            Bill C. Mabry, President


                                       2

EX-3.5(C)

                                                                  Exhibit 3.5(c)

                           AMENDED AND RESTATED BYLAWS

                                       OF

                             ALLIANCE HAULERS, INC.

                                   ARTICLE I

                                     OFFICES

     1.01 Registered Office. The registered office shall be the address set
forth in the corporation's Articles of Incorporation, as the same may be amended
from time to time.

     1.02 Other Offices. The corporation also may have offices at such other
places both within and without the State of Texas as the Board of Directors may
from time to time determine or as the business of the corporation may require.

                                   ARTICLE II

                          MEETINGS OF THE SHAREHOLDERS

     2.01 Place of Meetings. All meetings of shareholders for the election of
directors or for any other proper purpose shall be held at such place within or
without the State of Texas as the Board of Directors may from time to time
designate, as stated in the notice of such meeting or a duly executed waiver of
notice thereof.

     2.02 Annual Meeting. An annual meeting of shareholders shall be held at
such time and date as the Board of Directors may determine. At such meeting the
shareholders entitled to vote thereat shall elect a Board of Directors and may
transact such other business as may properly be brought before the meeting.

     2.03 Special Meetings. Special meetings of shareholders may be called by
the Chairman of the Board of Directors, the President, the Board of Directors,
or the holders of at least 33% of all the shares entitled to vote at the
proposed special meeting. If not otherwise fixed in accordance with these
Bylaws, the record date for determining shareholders entitled to call a special
meeting is the date the first shareholder signs the notice of such meeting.

     2.04 Notice of Annual or Special Meeting. Written or printed notice stating
the place, day, and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, or by any other method permitted by applicable law, by or
at the direction of the President, the Secretary, or the officer or person
calling the meeting, to each shareholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
share transfer records of the corporation, with postage thereon prepaid.
Whenever any notice is required to be given to any shareholder under the
provisions of any law, the Articles of Incorporation, or these Bylaws, a waiver
thereof in writing signed by the


                                       1



person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

     2.05 Business at Special Meeting. The business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice
thereof.

     2.06 Quorum of Shareholders. Unless otherwise provided in the Articles of
Incorporation, the holders of a majority of the shares entitled to vote at a
meeting of shareholders, represented in person or by proxy, shall constitute a
quorum for any matter to be presented at that meeting. If, however, a quorum
shall not be present or represented at any meeting of the shareholders, the
holders of a majority of the shares represented in person or by proxy at the
meeting shall have the power to adjourn the meeting until such time and to such
place as they shall determine, without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, and the subsequent
withdrawal of any shareholder or the refusal of any shareholder to vote shall
not affect the presence of a quorum at the meeting.

     2.07 Act of Shareholders' Meeting. With respect to any matter, other than
the election of directors or a matter for which the affirmative vote of the
holders of a specified portion of the shares entitled to vote is required by law
or the Articles of Incorporation, the affirmative vote of the holders of a
majority of the shares entitled to vote on, and that voted for or against or
expressly abstained with respect to, that matter at a meeting of shareholders at
which a quorum is present shall be the act of shareholders. Unless otherwise
provided in the Articles of Incorporation, directors shall be elected by a
plurality of the votes cast by the holders of shares entitled to vote in the
election of directors at a meeting of shareholders at which a quorum is present.

     2.08 Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent otherwise provided by law or the Articles of
Incorporation. At each election for directors, every shareholder entitled to
vote at such election shall have the right to vote the number of shares owned by
him for as many persons as there are directors to be elected and for whose
election he has the right to vote. No shareholder shall be entitled to cumulate
his votes by giving one candidate as many votes as the number of such directors
to be elected multiplied by the number of shares owned by such shareholder or by
distributing such votes on the same principle among any number of such
candidates.

     2.09 Proxies. At any meeting of the shareholders, each shareholder having
the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the shareholder. A telegram, telex, cablegram, or similar
transmission by the shareholder, or a photographic, photostatic, facsimile, or
similar reproduction of a writing executed by the shareholder, shall be treated
as an execution in writing for purposes of this section. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy. Each proxy shall be revocable unless the proxy form conspicuously states
that the proxy is irrevocable and the proxy is coupled with an interest. An
irrevocable proxy, if noted conspicuously on the certificate


                                       2



representing the shares that are subject to the irrevocable proxy, shall be
specifically enforceable against the holder of those shares or any successor or
transferee of the holder. Unless noted conspicuously on the certificate
representing the shares that are subject to the irrevocable proxy, an
irrevocable proxy, even though otherwise enforceable, is ineffective against a
transferee for value without actual knowledge of the existence of the
irrevocable proxy at the time of the transfer or against any subsequent
transferee (whether or not for value), but such an irrevocable proxy shall be
specifically enforceable against any other person who is not a transferee for
value from and after the time that the person acquires actual knowledge of the
existence of the irrevocable proxy.

     2.10 Voting List. The officer or agent having charge of the share transfer
records for shares of the corporation shall make, at least 10 days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each shareholder, which list, for a
period of 10 days prior to such meeting, shall be kept on file at the registered
office or principal place of business of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
also shall be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share transfer records shall be prima-facie evidence
as to who are the shareholders entitled to examine such list or transfer records
or to vote at any such meeting of shareholders.

     2.11 Action by Written Consent Without a Meeting. Any action required or
permitted by law, the Articles of Incorporation, or these Bylaws to be taken at
a meeting of the shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voting. Consent does not have to be unanimous. Every written consent signed by
the holders of less than all of the shares entitled to vote with respect to the
action that is the subject of the consent must bear the date of signature of
each shareholder who signs the consent. No written consent signed by the holders
of less than all of the shares entitled to vote with respect to the action that
is the subject of the consent shall be effective to take the action that is the
subject of the consent unless, within 60 days after the date of the earliest
dated consent delivered to the corporation in the manner required by this
Section 2.11, a consent or consents signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
the action that is the subject of the consent are delivered to the corporation
by delivery to its registered office, registered agent, principal place of
business, transfer agent, registrar, exchange agent, or an officer or agent of
the corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
corporation. A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
in writing signed by a shareholder, shall be regarded as signed by the
shareholder for purposes of this Section 2.11. Prompt notice of the taking of
any action by shareholders without a meeting by less than unanimous written
consent shall be given to those shareholders who did not consent in writing to
the action.


                                       3



                                  ARTICLE III

                               BOARD OF DIRECTORS

     3.01 Powers. The powers of the corporation shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by law, the Articles of Incorporation, or these Bylaws directed or required to
be exercised and done by the shareholders.

     3.02 Number of Directors. The Board of Directors shall consist of 1 or more
directors. The number of directors shall be determined by resolution of the
Board of Directors, but no decrease in the number of directors shall have the
effect of shortening the term of any incumbent director.

     3.03 Election and Term. The directors, other than the initial Board of
Directors, shall be elected at each annual meeting of the shareholders, except
as provided in Section 3.04 of this Article, and each director elected shall
hold office until the next succeeding annual meeting and until his successor is
elected and qualified or until his death, resignation, or removal in accordance
with these Bylaws. Directors need not be residents of the State of Texas or
shareholders of the corporation.

     3.04 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by an election at an annual or special meeting of the shareholders called
for that purpose or by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the number of directors may be filled by election at an annual or special
meeting of the shareholders called for that purpose or may be filled by the
Board of Directors for a term of office continuing only until the next election
of one or more directors by the shareholders; provided that the Board of
Directors may not fill more than two such directorships during the period
between any two successive annual meetings of shareholders.

     3.05 Resignation and Removal. Any director may resign at any time upon
giving written notice to the corporation. At any meeting of shareholders called
expressly for the purpose of removing a director or directors, any director or
the entire Board of Directors may be removed, with or without cause, by a vote
of the holders of a majority of the shares then entitled to vote at an election
of directors.

     3.06 Compensation of Directors. As specifically prescribed from time to
time by resolution of the Board of Directors, the directors of the corporation
may be paid their expenses of attendance at each meeting of the Board and may be
paid a fixed sum for attendance at each meeting of the Board or a stated salary
in their capacity as directors. This provision shall not preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for service on any such committee.


                                       4



     3.07 Chairman of the Board. The Board of Directors, at its first meeting
after each annual meeting of shareholders, may elect one of its members Chairman
of the Board. Subject to the authority of the Board of Directors, the Chairman
of the Board shall preside at all meetings of the Board of Directors and shall
have such other powers and duties as usually pertain to such position or as may
be delegated by the Board of Directors.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

     4.01 First Meeting. The first meeting of each newly elected Board of
Directors shall be held without notice immediately following the shareholders'
annual meeting at which such directors were elected, at the same place as such
shareholders' meeting or at such other time and place either within or without
the State of Texas as shall be designated by the Secretary upon the written
request of a majority of the directors then elected.

     4.02 Regular Meetings. Regular meetings of the Board of Directors may be
held with or without notice at such time and at such place either within or
without the State of Texas as from time to time shall be prescribed by
resolution of the Board of Directors.

     4.03 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or the President, and shall be
called by the Chairman of the Board of Directors, the President, or the
Secretary on the written request of two directors. Written notice of special
meetings of the Board of Directors shall be given to each director at least 24
hours prior to the time of the meeting.

     4.04 Methods of Giving Notice. Whenever any notice is required to be given
to any director under the provisions of any law, the Articles of Incorporation,
or these Bylaws, it shall be given in writing and delivered personally or
mailed, or delivered by any other method permitted under applicable law, to such
director at such address as appears on the records of the corporation, and, if
mailed, such notice shall be deemed to be delivered at the time when the same
shall be deposited in the United States mail with sufficient postage thereon
prepaid.

     4.05 Waiver of Notice. Whenever any notice is required to be given to any
director under the provisions of any law, the Articles of Incorporation, or
these Bylaws, a waiver thereof in writing signed by the director or directors
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

     4.06 Attendance as Waiver. Attendance of a director at a meeting of the
Board of Directors or a committee thereof shall constitute a waiver of notice of
such meeting, except when a director attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

     4.07 Business at Regular or Special Meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.


                                       5



     4.08 Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business. If a quorum shall not be
participating at any meeting of the Board of Directors, the directors
participating thereat may adjourn the meeting from time to time, without notice
other than announcement of the meeting, until a quorum shall be participating.

     4.09 Interested Directors. An otherwise valid contract or transaction
between the corporation and 1 or more of its directors or officers, or between
the corporation and any other corporation or other entity in which 1 or more of
its directors or officers are directors or officers or have a financial
interest, shall be valid notwithstanding whether the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof that authorizes the contract or transaction, and notwithstanding whether
his or their votes are counted for such purpose, if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board of Directors or committee in good
     faith authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the shareholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the shareholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved, or ratified by the Board of Directors,
     a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

     4.10 Act of Directors' Meeting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless the act of a greater number is required by law.

     4.11 Action by Written Consent Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all members of the Board of Directors or
committee, as the case may be. Such consent shall be filed with the minutes of
the proceedings of the Board of Directors or committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote at a meeting.


                                       6



                                   ARTICLE V

                                   COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members 1 or more committees,
each of which shall be comprised of 1 or more of its members, and may designate
1 or more of its members as alternate members of any committee, who may, subject
to any limitations imposed by the Board of Directors, replace absent or
disqualified members at any meeting of that committee. Any such committee, to
the extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors, subject to the limitations imposed by
applicable law. Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required. To the extent
applicable, the provisions of Article IV of these Bylaws governing the meetings
of the Board of Directors shall likewise govern the meetings of any committee
thereof.

                                   ARTICLE VI

                     MEETING BY USE OF CONFERENCE TELEPHONE
                       OR SIMILAR COMMUNICATIONS EQUIPMENT

     The shareholders, members of the Board of Directors, or members of any
committee designated by such Board of Directors may participate in and hold a
meeting of such shareholders, Board of Directors, or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                  ARTICLE VII

                                    OFFICERS

     7.01 Executive Officers. The officers of the corporation shall consist of a
President and a Secretary, and may also include one or more Vice Presidents, a
Treasurer, and such other officers as are provided for in this Article. Each
officer of the corporation shall be elected by the Board of Directors as
provided in Section 7.02 of this Article. Any two or more offices may be held by
the same person.

     7.02 Election and Qualification. The Board of Directors, at its first
meeting after each annual meeting of shareholders, shall elect a President and a
Secretary. The Board of Directors also may elect one or more Vice Presidents, a
Treasurer, and such other officers, including assistant officers and agents, as
may be deemed necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.


                                       7



     7.03 Compensation. The compensation of all officers and agents of the
corporation shall be determined by or determined in a manner specified by the
Board of Directors.

     7.04 Term, Removal, and Vacancies. Each officer of the corporation shall
hold office until his successor is chosen and qualified or until his death,
resignation, or removal. Any officer may resign at any time upon giving written
notice to the corporation, but such resignation shall be without prejudice to
the contract rights, if any, of the corporation. Any officer or agent or member
of a committee elected or appointed by the Board of Directors may be removed by
the Board of Directors whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent or member of a committee shall not of itself
create contract rights. Any vacancy occurring in any office of the corporation
by death, resignation, removal, or otherwise shall be filled by the Board of
Directors.

     7.05 Chief Executive Officer. Unless the Board of Directors designates
otherwise, the President shall be the chief executive officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
shareholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.

     7.06 President. Unless the Board of Directors shall otherwise delegate such
duties, the President shall have general powers of oversight, supervision, and
management of the business and affairs of the corporation, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The President shall have such powers and duties as usually pertain to such
office, except as the same may be modified by the Board of Directors. He shall
execute bonds, mortgages, instruments, contracts, agreements, and other
documentation, except when the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
corporation.

     7.07 Vice Presidents. Unless otherwise determined by the Board of
Directors, the Vice Presidents in order of their seniority as such seniority may
from time to time be designated by the Board of Directors, shall perform the
duties and exercise the powers of the President in absence or disability of the
President. They shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

     7.08 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of the shareholders, record all the proceedings of the meetings of
the Board of Directors and of the shareholders in a book to be kept for that
purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors as may be prescribed
by the Board of Directors or the President. He shall keep in safe custody the
seal of the corporation, and, when authorized by the Board of Directors, affix
the same to any instrument requiring it. When so affixed, such seal shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary. He shall perform all duties incident to the office of the Secretary
and such other duties as may from time to time be assigned to him by the Board
of Directors.


                                       8



     7.09 Assistant Secretary. An Assistant Secretary, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary. An
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

     7.10 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer,
and of the financial condition of the corporation. The Treasurer shall perform
all the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Board of Directors.

     7.11 Assistant Treasurer. An Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer. An
Assistant Treasurer shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

     7.12 Officer's Bond. If required by the Board of Directors, any officer so
required shall give the corporation a bond (which shall be renewed as the Board
of Directors may require) in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement, or removal from office, of any and all books,
papers, vouchers, money, and other property of whatever kind in his possession
or under his control belonging to the corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     8.01 Indemnification by the Corporation. The corporation shall indemnify
any person who was, is, or is threatened to be made a named defendant or
respondent in a proceeding (as hereinafter defined) because the person (a) is or
was a director or officer of the corporation or (b) while a director or officer
of the corporation, is or was serving at the request of the corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent that a corporation may grant indemnification
to a person serving in such capacity under the Texas Business Corporation Act or
other applicable law, as the same exists or may hereafter be amended.

     8.02 Expenses; Procedure. Such right shall be a contract right which shall
survive the termination of any such person's service as a director or officer,
shall not be adversely affected by any amendment of this article with respect to
acts or omissions occurring or alleged to occur


                                       9



prior to any such amendment, and shall include the right to be paid by the
corporation for all expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act or other applicable law, as the same exists or may
hereafter be amended. If a claim for indemnification or advancement of expenses
hereunder is not paid in full by the corporation within 90 days after a written
claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall be entitled
to be paid also the expenses of prosecuting such claim. It shall be a defense to
any such action that such indemnification or advancement of costs of defense are
not permitted under the Texas Business Corporation Act or other applicable law,
but the burden of proving such defense shall be on the corporation. Neither the
failure of the corporation (including its Board of Directors or any committee
thereof, special legal counsel, or shareholders) to have made its determination
prior to the commencement of such action that indemnification of, or advancement
of costs of defense to, the claimant is permissible in the circumstances nor an
actual determination by the corporation (including its Board of Directors or any
committee thereof, special legal counsel, or shareholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible.

     8.03 Additional Indemnification. The corporation may additionally indemnify
any person covered by the grant of mandatory indemnification contained above to
such further extent as is permitted by law and may indemnify any other person to
the fullest extent permitted by law.

     8.04 Definition. As used herein, the term "proceeding" means any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative, any appeal in such an
action, suit, or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding.

                                   ARTICLE IX

                             CERTIFICATES FOR SAARES

     9.01 Certificates Representing Shares. The corporation shall deliver
certificates representing shares to which shareholders are entitled. Such
certificates shall be numbered and shall be entered in the books of the
corporation as they are issued, and shall be signed by the President or any Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issuance. Each certificate representing shares issued by the corporation shall
conspicuously set forth such provisions as are required by applicable law. Each
certificate representing shares shall state upon the face thereof that the
corporation is organized under the laws of the State of Texas, the name of the
person to whom issued, the number and class of shares and the designation of the
series, if any, that such certificate represents and the par value of each share
represented by such certificate or a statement that the shares are without par
value. No certificate shall be issued for


                                       10



any share until the full amount of the consideration therefor, fixed as provided
by law, has been paid or delivered.

     9.02 Restriction on Transfer of Shares. Any restriction on the transfer, or
registration of the transfer, of shares shall be noted conspicuously on each
certificate representing shares that are subject to the restriction in
accordance with applicable law.

     9.03 Voting and Shareholder Agreements. Any voting or shareholder agreement
shall be noted conspicuously on each certificate representing the shares that
are subject to the agreement in accordance with applicable law.

     9.04 Transfer of Shares. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.

     9.05 Lost, Stolen or Destroyed Certificates. The Board of Directors, or
such officer or officers of the corporation as the Board of Directors may from
time to time designate, may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed upon the making of
an affidavit of that fact by the person claiming the certificate or certificates
of stock to be lost, stolen, or destroyed. When authorizing the issuance of a
new certificate or certificates, the Board of Directors, or such officer or
officers, in its or his discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it or he shall require or to give the corporation a bond in such form, in
such sum, and with such surety or sureties as it or he may direct as indemnity
against any claim that may be made against the corporation on account of the
certificate or certificates alleged to have been lost, stolen, or destroyed or
the issuance of the new certificate or certificates.

     9.06 Closing of Transfer Books and Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive a distribution
by the corporation (other than a distribution involving a purchase or redemption
by the corporation of any of its own shares) (a "Distribution") or a share
dividend, or in order to make a determination of shareholders for any other
proper purpose (other than determining shareholders entitled to consent to
action taken by shareholders that is proposed to be taken without a meeting of
shareholders), the Board of Directors may provide that the share transfer
records shall be closed for a stated period but not to exceed, in any case, 60
days. If the share transfer records shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such records shall be closed for at least 10 days immediately
preceding such meeting. In lieu of closing the share transfer records, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 60 days
and, in case of a meeting of shareholders, not less than 10 days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If the share transfer records are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a


                                       11



meeting of shareholders, or shareholders entitled to receive a Distribution or a
share dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such Distribution or
share dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section
9.06, such determination shall apply to any adjournment thereof, except when the
determination has been made through the closing of the share transfer records
and the stated period of closing has expired. Unless a record date shall have
previously been fixed or determined pursuant to this Section 9.06, whenever
action by shareholders is proposed to be taken by consent in writing without a
meeting of shareholders, the Board of Directors may fix a record date for the
purpose of determining shareholders entitled to consent to that action, which
record date shall not precede, and shall not be more than 10 days after, the
date upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors and the
prior action of the Board of Directors is not required by law, the record date
for determining shareholders entitled to consent to action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the corporation as
provided in Section 2.11. If no record date shall have been fixed by the Board
of Directors and prior action of the Board of Directors is required by law, the
record date for determining shareholders entitled to consent to action in
writing without a meeting shall be at the close of business on the date on which
the Board of Directors adopts a resolution taking such prior action.

     9.07 Registered Shareholders. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

                                   ARTICLE X

                               GENERAL PROVISIONS

     10.01 Dividends. The Board of Directors from time to time may authorize and
declare, and the corporation may pay, dividends or other distributions on its
outstanding shares in cash, property, or its own shares pursuant to law and
subject to the provisions of the Articles of Incorporation and these Bylaws.

     10.02 Reserves. The Board of Directors may by resolution create a reserve
or reserves out of surplus for any proper purpose or purposes, and may abolish
any such reserve in the same manner.

     10.03 Negotiable Instruments. All bills, notes, checks, or other
instruments for the payment of money shall be signed or countersigned by such
officer or officers or such other person or persons and in such manner as are
permitted by these Bylaws or in such manner as the Board of Directors from time
to time may designate.


                                       12



     10.04 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

     10.05 Seal. The corporation may have a corporate seal and, if the Board of
Directors adopts a corporate seal, the corporate seal shall have inscribed
thereon the name of the corporation and may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.

     10.06 Books and Records. The corporation shall keep books and records of
account and shall keep minutes of the proceedings of the shareholders, the Board
of Directors, and each committee of the Board of Directors. The corporation
shall keep at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of the original issuance of
shares issued by the corporation and a record of each transfer of those shares
that have been presented to the corporation for registration of transfer. Such
records shall contain the names and addresses of all past and current
shareholders of the corporation and the number and class or series of shares
issued by the corporation held by each of them. Any books, records, minutes, and
share transfer records may be in written form or in any other form capable of
being converted into written form within a reasonable time.

                                   ARTICLE XI

                                   AMENDMENTS

     These Bylaws may be amended or repealed or new Bylaws may be adopted by the
Board of Directors at any regular or special meeting of the Board, unless the
Articles of Incorporation or applicable law reserves the power exclusively to
the shareholders in whole or part or the shareholders in amending, repealing or
adopting a particular bylaw expressly provide that the Board may not amend or
repeal that by law.


                                       13

EX-3.6(A)

                                                                  Exhibit 3.6(a)

                                                                Filed
                                                        in the Office of the
                                                     Secretary of State of Texas

                                                             SEP 30 2002

                                                        Corporations Section

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                            ALBERTA INVESTMENTS, INC.

     Pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act (the "Act"), the undersigned, an officer of Alberta Investments,
Inc. (the "Corporation") hereby certifies as follows:

     1. The name of the Corporation is Alberta Investments, Inc.

     2. The Articles of Incorporation of the Corporation, as amended, are hereby
amended by striking each Article thereof and by substituting in lieu thereof the
Amended and Restated Articles of Incorporation hereinafter provided for.

     3. The number of shares of capital stock of the Corporation outstanding at
the time of the adoption of the foregoing amendments was 14,500 shares of common
stock and the number of shares entitled to vote on the amendments was 14,500
shares of common stock.

     4. The shareholders adopted the foregoing amendments on September 25, 2002
by written consent in lieu of a special meeting. The number of shares that voted
for the amendments was 14,500 shares of common stock, and the number of shares
that voted against the amendments was 0.

     5. This certificate accurately copies the Articles of Incorporation and all
amendments thereto that are in effect to date and as further amended hereby and
this certificate contains no other change in any provision of the Articles of
Incorporation, as amended.

     6. The Articles of Incorporation of the Corporation, as amended and
restated herein, shall upon the effective date of the Amended and Restated
Articles of Incorporation, read as follows:

                                  ARTICLE ONE

     The name of the Corporation is Alberta Investments, Inc.

                                  ARTICLE TWO

     The period of duration of the Corporation is perpetual.

                                 ARTICLE THREE

     The purpose for which the Corporation is organized is to engage in the
transaction of any and all lawful business for which corporations may be
incorporated Under the Act.


                                       1



                                  ARTICLE FOUR

     The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 16,500 shares, consisting of (i) 15,500 shares
of Common Stock, one cent ($.01) par value per share ("Common Stock"), 15,000
shares of which are designated as Series A Common Stock, one cent ($.01) par
value per share ("Series A Common Stock"), and 500 shares of which are
designated as Series B Common Stock, one cent ($.01) par value per share
("Series B Common Stock"), and (ii) 1,000 shams of Preferred Stock, one cent
($.01) par value per share ("Preferred Stock"), 500 shares of which are
designated as Series A Preferred Stock, one cent (5.01) par value per share
("Series A Preferred Stock"). All shares of Common Stock outstanding as of the
date of the effectiveness of these Amended and Restated Articles of
Incorporation are hereby reclassified as shares of Series A Common Stock without
the need of further action by the holders thereof or the Corporation. The term
"Common Stock" as used herein without reference to the Series A Common Stock or
the Series B Common Stock shall mean all of the Series A Common Stock and Series
B Common Stock.

     The following is a statement of the designations, preferences, limitations
and relative rights in respect of each class of capital stock of the
Corporation.

     A.   COMMON STOCK.

     1. General. The voting, dividend and liquidation rights of the holders of
Common Stock are subject to and qualified by the rights of the holders of the
Preferred Stock of any series as may be designated by the Board of Directors of
the Corporation (the "Board"). The rights, powers and privileges of Series A
Common Stock and Series B Common Stock shall be identical in all respects.

     2. Voting. The holders of Common Stock are entitled to vote at all meetings
of shareholders (and written acions in lieu of meetings). Each share of Common
Stock shall be entitled to that number of votes that is equal to the quotient
obtained when 80,000 is divided by the number of shares of Common Stock
outstanding as of the record date for determining the holders of shares of the
Corporation entitled to vote at the meeting or by written consent.

     3. Dividends. Dividends may be declared and paid on the Common Stock from
funds lawfully available therefor as and when determined by the Board, subject
to the provisions of this section and to any preferential rights of any
then-outstanding Preferred Stock.

     4. Liquidation. Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for distribution to
its shareholders, subject to any preferential rights of any then-outstanding
Preferred Stock.

     B.   PREFERRED STOCK.

     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein or in the
resolution or resolutions providing for the issue of such series adopted by the
Board as hereinafter provided. Different


                                       2



series of Preferred Stock shall not be construed to constitute different classes
of shares for the purpose of voting by classes unless expressly provided.

     Authority is hereby expressly granted to the Board from time to time to
issue Preferred Stock in one or more series, and in connection with the creation
of any such series, by resolution or resolutions providing for the issue of the
shares thereof, to determine and fix the designations, preferences, limitations
and relative rights, including voting rights, as shall be stated and expressed
in such resolutions, all to the full extent now or hereafter permitted by the
Act. Without limiting the generality of the foregoing, the resolutions providing
for issuance of any series of Preferred Stock may provide that such series shall
be superior or rank equally or be junior to the Preferred Stock of any other
series to the extent permitted by law. Except as otherwise specifically provided
in these Articles of Incorporation, no vote of the holders of the Preferred
Stock or Common Stock shall be a prerequisite to the issuance of any shares of
any series of Preferred Stock authorized by and complying with the conditions of
the Amended and Restated Articles of Incorporation, the right to have such vote
being expressly waived by all present and future holders of the capital stock of
the Corporation.

All references to sections in this Section B of Article Four shall refer to such
Sections as they appear in this Section B of Article Four.

When used in this Section B of Article Four, the term:

     (a)  "Business Day" means any day that is not a Saturday, a Sunday or a day
          on which banks are required or permitted to be closed in the State of
          Texas;

     (b)  "Cumulative Dividend Base" of a share of Series A Preferred Stock
          means, at any point in time, the amount by which:

          (i)  the Initial Redemption Price of the share;

          exceeds:

          (ii) the aggregate amount of all dividends declared on such share
               prior to that point in time pursuant to Sections 1(b)(ii) and
               I(b)(iii);

          if the result of the foregoing calculation is a negative amount, then
          the Cumulative Dividend Base of a share of Series A Preferred Stock
          shall be zero ($0);

     (c)  "Initial Redemption Price" of a share of Series A Preferred Stock
          means the fair market value of the consideration received by the
          Corporation for the issuance of such share as determined, and as from
          time to time adjusted, pursuant to Section 4(a);

     (d)  "Person" or "person" means any individual, partnership, corporation,
          trust, unincorporated organization, joint venture, governmental
          agency, political subdivision or any other entity of any kind;


                                       3



     (e)  "Regular Dividend" means the amount of the cumulative dividend which
          the holder of a share of Series A Preferred Stock is entitled to be
          paid pursuant to Section 1(a);

     (f)  "Series A Preferred Stock Liquidation Participation Amount" means, at
          any point in time, 11 % of the product obtained when:

          (i)  the amount by which:

               (A)  the amount that would be available for distribution to all
                    shareholders of the Corporation on a liquidation of the
                    Corporation at that point in time

          exceeds the aggregate of:

               (B)  the amount by which $60,000,000 exceeds the aggregate of all
                    dividends declared on the Series A Preferred Stock prior to
                    that point in time pursuant to Sections 1(b)(ii) and I
                    (b)(iii);

               (C)  the aggregate of the accrued and unpaid Regular Dividend, if
                    any, on all shares of the Series A Preferred Stock then
                    outstanding calculated through to that point in time; and

               (D)  the amount by which:

               (I)  the aggregate of the Regular Dividend on all shares of
                    Series A Preferred Stock then outstanding calculated through
                    to that point in time, whether or not declared and paid;

               exceeds:

               (II) the aggregate of the dividends declared on the Common Stock
                    from October 1, 2002 through to that point in time;

               if the amount determined pursuant to the foregoing provisions of
               this subsection (D) is a negative amount, then the amount of zero
               ($0) shall be used as the amount determined under this subsection
               (D) for the purpose of determining the Series A Preferred Stock
               Liquidation Participation Amount;

          is multiplied by a fraction:

          (ii) the numerator of which is the number of shares of Series A
               Preferred Stock outstanding at that point in time; and


                                       4



          (iii) the denominator of which is the number of shares of Series A
               Preferred Stock outstanding at October 1, 2002;

          if the product determined pursuant to the foregoing provisions of this
          subsection (f) is a negative amount, than the Series A Preferred Stock
          Liquidation Participation Amount shall be zero (SO); and

     (g)  "Series A Preferred Stock Liquidation Preference" of a share of Series
          A Preferred Stock means, at any point in time, the aggregate of:

          (i)  the Cumulative Dividend Base of the share at that point in time;

          (ii) the accrued and unpaid Regular Dividend, if any, calculated
               through to that point in time; and

          (iii) the quotient obtained when:

               (A)  the Series A Preferred Stock Liquidation Participation
                    Amount at that point in time;

          is divided by

               (B)  the number of shares of Series A Preferred Stock outstanding
                    at that point in time.

     1.   Dividends.

     (a)  The holders of the outstanding shares of Series A Preferred Stock
          shall be entitled to receive annual cumulative dividends out of any
          assets legally available therefor in an amount per share of 6% of the
          Cumulative Dividend Base of such share payable prior and in preference
          to any declaration or payment of any dividend (payable other than in
          Common Stock or other securities and rights convertible into or
          entitling the holder thereof to receive shares of Common Stock of the
          Corporation) on the Common Stock.

     (b)  in addition to the dividends described in subsection (a) above, the
          Board shall have the discretion to declare and pay on the Series A
          Preferred Stock the following dividends out of any assets legally
          available therefor:

          (i)  one or more dividends at any time and from time to time or to
               October 1, 2005, provided always that the aggregate amount of all
               dividends declared pursuant to this subsection (i) shall not
               exceed $2,000,000;

          (ii) one or more dividends at any time and from time to time within a
               period of 90 days prior to the date of any change in control of
               the Corporation that occurs prior to October 1, 2005, provided
               always that no dividend declared pursuant to this subsection (ii)
               shall


                                       5



               exceed the aggregate of the Series A Preferred Stock Liquidation
               Preference (calculated immediately before the declaration of the
               dividend) for all shares of Series A Preferred Stock outstanding
               at the time of the declaration of the dividend; and

          (iii) one or more dividends at any time and from time to time on or
               after October 1, 2005, provided always that no dividend declared
               pursuant to this subsection (iii) shall exceed the aggregate of
               the Series A Preferred Stock Liquidation Preference (calculated
               immediately before the declaration of the dividend) for all
               shares of Series A Preferred Stock outstanding at the time of the
               declaration of the dividend.

For the purposes of subsection (ii) above, a change in control of the
Corporation shall mean any voluntary or involuntary transfer of shares of the
Corporation that will result in a majority of the voting power of the
Corporation not being controlled, directly or indirectly, by any one or more of
Atlas Concrete Inc., Wild Rose Holdings Ltd. and any shareholder of Atlas
Concrete Inc. or Wild Rose Holdings Ltd.

     2.   Preference on Liquidation.

     (a)  Liquidation Preference for Preferred Stock In the event that the
          Corporation shall commence a voluntary case under the Federal
          bankruptcy laws or any other applicable Federal or state bankruptcy,
          insolvency or similar law, or consent to the entry of an order for
          relief in an involuntary case under such law or to the appointment of
          entry of a receiver, liquidator, assignee, custodian, trustee or
          sequestrator (or other similar officials) of the Corporation or of any
          substantial part of its property, or make an assignment for the
          benefit of its creditors, or admit in writing its inability to pay its
          debts generally as they become due, or if a decree or order for relief
          in respect of the Corporation shall be entered by a court having
          jurisdiction in the premises in an involuntary case under the Federal
          bankruptcy laws or any other applicable Federal or state bankruptcy,
          insolvency or similar law, or appointing a receiver, liquidator,
          assignee, custodian, trustee or sequestrator (or other similar
          official) of the Corporation or of any substantial part of its
          property, or ordering the winding up or liquidation of its affairs,
          and on account of any such event the Corporation shall liquidate,
          dissolve or wind up, or if the Corporation shall otherwise liquidate,
          dissolve or wind up, then no distribution of the assets of the
          Corporation shall be made to the holders of shares of Common Stock
          (and no monies shall be set apart for such purpose) unless prior
          thereto each holder of a share of Series A Preferred Stock shall have
          received the Series A Preferred Stock Liquidation Preference from the
          assets of the Corporation with respect to the shares of Series A
          Preferred Stock held thereby.

     (b)  Pro Rata Payments. If, upon any such liquidation, dissolution or other
          winding up of the affairs of the Corporation, the assets of the
          Corporation shall be insufficient to permit the payment in full of the
          Series A Preferred Stock Liquidation Preference to all holders of the
          shares of Series A Preferred Stock then


                                       6



          outstanding, then the assets of the Corporation shall be ratably
          distributed among the holders of the Series A Preferred Stock in
          proportion to the full amounts to which they would otherwise be
          respectively entitled if all amounts thereon were paid in full.

     (c)  Notice of Liquidation. Written notice of any liquidation,
          dissolution or winding up of the Corporation, stating the payment date
          or dates and the place or places where amounts distributable in such
          circumstances shall be payable, shall be given by first class mail,
          postage prepaid, not less than thirty (30) days prior to any payment
          date specified therein, to the holders of record of the Series A
          Preferred Stock at their respective addresses as they than appear on
          the records of the Corporation. Notwithstanding the foregoing, the
          holders of record of the Series A Preferred Stock may waive any notice
          required under this Section 2(c).

3. Voting, The holders of Series A Preferred Stock are entitled to vote at all
meetings of shareholders (and written actions in lieu of meetings). Each share
of Series A Preferred Stock shall be entitled to that number of votes that is
equal to the quotient obtained when 20,000 is divided by the number of shares of
Series A Preferred Stock outstanding as of the record date for determining the
holders of shares of the Corporation entitled to vote at the meeting or by
written consent. Except as required by applicable law, the Preferred Stock shall
vote together with the Common Stock on all actions to be voted on by the
shareholders of the Corporation.

     3.   Redemption of Series A Preferred Stock.

     (a)  General. The price to be paid by the Corporation on any redemption of
          a share of Series A Preferred Stock pursuant to this Section 4 shall
          be the Series A Preferred Stock Liquidation Preference for such share.
          At the time of issuance of each share of Series A Preferred Stock, the
          Board shall determine the fair market value of the consideration
          received by the Corporation far the issuance of such share provided
          always that if such fair market value is subsequently determined:

          (i)  by a tribunal or court of competent jurisdiction as a result of a
               reassessment of income tax by the Canada Customs and Revenue
               Agency ("CCRA") or other governmental entity with appropriate
               authority and such determination is not, or can no longer be,
               appealed;

          (ii) by the CCRA or other governmental entity with appropriate
               authority, and the amount so determined is agreed to by the
               Corporation and the person to whom such share is issued; or

          (iii) by agreement between the Corporation and the person to whom such
               share is issued;

to be greater or less than the fair market value determined by the Board, then
the fair market value (and, as a result, the Initial Redemption Price) shall be
increased or decreased so as to reflect the fair market value determined
pursuant to subclause (i), (ii) or (iii) above, as applicable. Such adjustment
shall be effective as of the date of issuance of the relevant share of


                                       7



Series A Preferred Stork and the Corporation and the person to whom such share
is issued shall make all payments and take all action required to give effect
thereto. Without limiting the generality of the foregoing, if the fair market
value is adjusted at any time after the Corporation has redeemed, repurchased or
otherwise acquired any share of Series A Preferred Stock, then the Corporation
and the former holder of such share shall make all payments and take all action
required to give effect to the change in the fair market value. Interest at the
prime lending rate of the Corporation's principal bank as at the date of
redemption or repurchase, calculated from the date of redemption or repurchase
to the date of payment of the adjusting amount, shall be paid on any amount that
the Corporation or the former holder of such share is obligated to pay to the
other as a result of an adjustment to the fair market value. Such interest shall
be paid at the time of payment of the adjusting amount.

     (b)  Redemption at Holders' Option. At any time after the twentieth (20th)
          anniversary date of the issuance of a share of Series A Preferred
          Stock, the Corporation shall redeem any such outstanding share of
          Series A Preferred Stock at the Series A Preferred Stock Liquidation
          Preference for such share upon request by the holder thereof pursuant
          to the provisions of Section 4(b)(i) below.

          (i)  Optional Redemption Notice. The right of a holder of Series A
               Preferred Stock to require the Corporation to redeem some or all
               of such holder's shares of Series A Preferred Stock pursuant to
               this Section 4(b) may be exercised by delivery to the
               Corporation, pursuant to the notice provisions hereof, of a
               written notice (the "Optional Redemption Notice") together with
               the stock certificates representing the shares of Series A
               Preferred Stock to be redeemed (properly endorsed or assigned for
               transfer). The Optional Redemption Notice shall be signed by the
               person or entity specified in the Corporation's share ledger as
               the registered holder of the shares to be redeemed or by such
               holder's authorized attorney. The Optional Redemption Notice
               shall specify the number of shares of Series A Preferred Stock to
               be redeemed and the address or account to which the aggregate
               amount to be paid by the Corporation for such shares (the
               "Optional Redemption Amount") is to be delivered.

          (ii) Payment of Optional Redemption Amount Within thirty (30) days of
               receipt of the Optional Redemption Notice and the applicable
               stock certificates, the Corporation shall pay the Optional
               Redemption Amount to the holder of the shares of Series A
               Preferred Stock designated in the Optional Redemption Notice.
               Such payment of the Optional Redemption Amount shall be made by
               check or wire transfer delivered to the address or account, as
               applicable, specified in the Optional Redemption Notice. If less
               than all of the shares of Series A Preferred Stock represented by
               the stock certificates accompanying the Optional Redemption
               Notice are to be redeemed by the Corporation., the Corporation


                                       8



               shall deliver to the holder a new certificate for the shares of
               Series A Preferred Stock that are not being redeemed.

          (iii) No Exercise of Rights After Delivery of Optional Redemption
               Notice. From and after the receipt by the Corporation of the
               Optional Redemption Notice, the holder specified m such Optional
               Redemption Notice shall not be entitled to exercise any rights in
               respect of the shares of Series A Preferred Stock to be redeemed
               pursuant to such Optional Redemption Notice, except to receive
               the Optional Redemption Price therefor. If the Corporation fails
               to pay the Optional Redemption Price within thirty (30) days
               after receipt of the Optional Redemption Notice and the
               applicable stock certificates, the holder shall be entitled to
               exercise all right of a holder of the shares of the Series A
               Preferred Stock specified in the Optional Redemption Notice.

          (iv) Redemption Conditional on Compliance with the Act.
               Notwithstanding any other provision of these Amended and Restated
               Articles of Incorporation, the Corporation shall only be required
               to redeem shares of Series A Preferred Stock to the extent
               permissible under the Act. If any requested redemption of shares
               of Series A Preferred Stock is not permitted under the Act, the
               holder requesting such redemption may withdraw the Optional
               Redemption Notice delivered by such holder and such holder's
               rights as a holder of any shares of Series A Preferred Stock
               specified therein shall automatically be reinstated. If such
               holder does not withdraw an Optional Redemption Notice, the
               Corporation shall purchase the shares specified therein, or a
               portion thereof, from time to time, as soon as and to the extent
               permissible under the Act. Until such time as all such shares
               specified in an Optional Redemption Notice have been redeemed by
               the Corporation, such holder may withdraw the Optional Redemption
               Notice with respect to any shares of Series A Preferred Stock not
               yet redeemed,

     (c)  Mandatory Redemption at Corporation's Option. At any time after the
          twentieth (20th) anniversary of the issuance of a share of Series A
          Preferred Stock, the Corporation may, at its option, redeem any such
          outstanding share of Series A Preferred Stock at the Series A
          Preferred Stock Liquidation Preference for such share pursuant to the
          provisions of Section 4(c)(i) below.

          (i)  Mandatory Redemption Notice. The right of the Corporation to
               require a mandatory redemption of Series A Preferred Stock
               pursuant to this Section 4(c) may be exercised from time to time
               by delivery to the holders of the shares of Series A Preferred
               Stock to be redeemed, pursuant to the notice provisions hereof,
               of a written notice from the Corporation (the "Mandatory
               Redemption


                                       9



               Notice"). The Mandatory Redemption Notice shall be delivered to
               the applicable holders of Series A Preferred Stock not less than
               thirty (30) nor more than ninety (90) days prior to the date of
               redemption. Each such Mandatory Redemption Notice shall state:
               (i) the redemption date; (ii) the number of such holder's shares
               of Series A Preferred Stock to be redeemed; (iii) the aggregate
               amount to be paid by the Corporation for the shares being
               redeemed (the "Mandatory, Redemption Amount"); (iv) the place or
               places where certificates for such shares are to be surrendered
               for payment of the Mandatory Redemption Amount; (v) that payment
               will be made upon presentation and surrender of such shares of
               Series A Preferred Stock; and (vi) that such redemption is
               mandatory.

          (ii) Payment of Mandatory Redemption Amount. Upon surrender of the
               certificates for any such shares so redeemed (properly endorsed
               or assigned for transfer), in accordance with the terms of the
               applicable Mandatory Redemption Notice, the Corporation shall pay
               to the holders thereof the applicable Mandatory Redemption
               Amount. The payment of the Mandatory Redemption Amount all be
               made by check, delivered to the address of the holder of such
               shares, as such holder's address appears in the stock records of
               the Corporation. Notwithstanding the foregoing, payment of the
               Mandatory Redemption Amount may be made by wire transfer to an
               account specified in writing by the holder of any shares redeemed
               pursuant to this Section 4(c). If less than all of the shares of
               Series A Preferred Stock represented by the surrendered stock
               certificates are to be redeemed by the Corporation, the
               Corporation shall deliver to the holder a new certificate for the
               shares of Series A Preferred Stock that are not being redeemed.

          (iii) No Exercise of Rights, From and after the redemption date
               specified in the Mandatory Redemption Notice, unless the
               Corporation shall be in default in the payment of the Mandatory
               Redemption Amount, the holder specified in such Mandatory
               Redemption Notice shall not be entitled to exercise any rights in
               respect of the shares of Series A Preferred Stock to be redeemed
               pursuant to such Mandatory Redemption Notice. If the Corporation
               fails to pay the Mandatory Redemption Amount within thirty (30)
               days after receipt of the applicable stock certificates, the
               holder specified in such Mandatory Redemption Notice shall be
               entitled to exercise all rights of a holder of the shares of
               Series A Preferred Stock specified in the Mandatory Redemption
               Notice.

     4. Shares to be Retired. Any share of Series A Preferred Stock redeemed,
repurchased or otherwise acquired by the Corporation shall be retired and
canceled and shall,


                                       10



upon cancellation, be restored to the status of authorized but unissued shares
of Preferred Stock, subject to reissuance by the Board as shares of Preferred
Stock of one or more series.

     5. Restriction on Distributions. Without the prior approval of the holders
of 100% of the then outstanding shares of Series A Preferred Stock, the
Corporation shall make no distribution or other disposition of its assets to its
shareholders if, after such distribution or other disposition, the amount by
which:

     (a)  the fair market value of the Corporation's assets;

exceeds:

     (b)  all liabilities of the Corporation;

is less than the aggregate of the Series A Preferred Stock Liquidation
Preference for all shares of Series A Preferred Stock then outstanding.

     6. Notices. Except as may otherwise be provided for in these Amended and
Restated Articles of Incorporation, all notices referred to herein shall be in
writing, and all notices hereunder shall be deemed to have been given (a) upon
receipt, in the case of a notice of redemption given to or by the Corporation as
contemplated in Section 4 hereof or (b) in all other cases, upon the earlier of
(i) receipt of such notice, (ii) three Business Days after the mailing of such
notice if sent by registered mail (unless first-class mail shall be specified or
permitted for such notice under the terms of these Amended and Restated Articles
of Incorporation) or (iii) the Business Day following the sending of such notice
by reputable overnight courier, in any case with postage or delivery charges
prepaid, addressed: if to the Corporation to its principal offices or to an
agent of the Corporation designated as permitted by these Amended and Restated
Articles of Incorporation, or, if to any holder of Preferred Stock, to such
holder at the address of such holder of Preferred Stock as listed in the stock
record books of the Corporation; or to such other address as the Corporation or
holder, as the case may be, shall have designated by notice similarly given.

                                  ARTICLE FIVE

     The Corporation will not commence business until it has received for the
issuance of shares consideration of the value of at least One Thousand Dollars
($1,000), consisting of money, labor done or property actually received.

                                  ARTICLE SIX

     No holder of any shares of the Corporation shall, as such holder, have any
preemptive or preferential right to subscribe for, purchase or receive (i) any
shares of the Corporation (including treasury shares) which it may issue or
sell; (ii) any obligation, evidence of indebtedness or other security of the
Corporation which it may issue or sell and which is convertible into or
exchangeable for shares of the Corporation or to which shall be attached or
appertain any warrant, option or other instrument or right entitling the owner
or holder thereof to subscribe for, purchase or receive shares of the
Corporation; (iii) any warrant, option or right to subscribe for, purchase or
receive any such shares, obligation, evidence of indebtedness or other


                                       11



security of the Corporation; or (iv) any other security which the Corporation
may issue or sell; provided, however, that notwithstanding the foregoing
provisions of this Article, the Board shall have authority to grant any person
or persons, upon such terms as it may determine, such options and rights to
purchase any security or securities of the Corporation now or hereafter
authorized as it may deem to be in the best interests of the Corporation

                                 ARTICLE SEVEN

     Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.

                                 ARTICLE EIGHT

     Notwithstanding any provisions of the Texas Business Corporation Act now or
hereafter in force requiring for any purpose the affirmative vote of two-thirds,
or any other percentage, of the outstanding shares entitled by law to vote
thereon, or of the outstanding shares of a class or series entitled by law to
vote thereon, such action, to the extent permitted by law, may be authorized and
taken by the affirmative vote of the holders of a majority of such outstanding
shares, or such outstanding shares of a class or series, as applicable. Except
as provided in the preceding sentence or as otherwise required by law, the
affirmative vote of the holders of a majority of the shares entitled to vote and
represented in person or by proxy at any shareholders meeting at which a quorum
is present shall be the act of the shareholders.

                                  ARTICLE NINE

     Any action required or permitted by law to be taken at a meeting of the
shareholders may be taken without a meeting, without prior notice, and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
the holders of shares having not less than the minimum number of votes that
would be necessary to take such action at a meeting at which the holders of all
shares entitled to vote on the action were present and voted.

                                  ARTICLE TEN

     The Corporation shall indemnify any person who was, is or is threatened to
be made a named defendant or respondent in a proceeding (as hereinafter defined)
because the person (a) is or was a director or officer of the Corporation or (b)
while a director or officer of the Corporation is or was serving at the request
of the Corporation as a member, manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise to the fullest extent that a
corporation may grant indemnification to a person serving in such capacity under
the Texas Business Corporation Act, as the same exists or may hereafter be
amended.

     Such right shall be a contract right and shall include the right to be paid
by the Corporation for all expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act, as the same exists or may hereafter be amended. If a
claim for indemnification or advancement of expenses hereunder is not paid in
full by the Corporation within 90 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the


                                       12



Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense is not permitted under the
Texas Business Corporation Act, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
or any committee thereof, special legal counsel, or shareholders) to have made
its determination prior to the commencement of such action that indemnification
of, or advancement of costs or defense to, the claimant is permissible under the
circumstances nor an actual determination by the Corporation (including its
Board or any committee thereof special legal counsel, or shareholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible.

     The Corporation additionally may indemnify any person covered by the grant
of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law.

     As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.

                                 ARTICLE ELEVEN

     A director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article Eleven does not eliminate or
limit the liability of a director, to the extent the director is found liable,
for:

     (a)  a breach of a director's duty of loyalty to the Corporation or its
          shareholders;

     (b)  an act or omission not in good faith that constitutes a breach of the
          duty of care of the director to the Corporation or an act or omission
          that involves intentional misconduct or a knowing violation of the
          law;

     (c)  a transaction from which a director received an improper benefit,
          whether or not the benefit resulted from an action taken within the
          scope of the director's office; or

     (d)  an act or omission for which the liability of a director is expressly
          provided by an applicable statute.

     Neither the amendment nor repeal of this Article, nor the adoption of any
provision of these Amended and Restated Articles of Incorporation inconsistent
with this Article, shall eliminate or reduce the effect of this Article in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article, would accrue or arise, prior to such amendment, repeal or
adoption of any inconsistent provision. If the Texas Business Corporation Act or
the Texas Miscellaneous Corporation Laws Act or any successor act to either of
such acts is amended to authorize corporate action further eliminating or
limiting the personal liability of


                                       13



directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Texas Business
Corporation Act or the Texas Miscellaneous Corporation Laws Act or any successor
act to either of such acts, as so amended from time to time.

                                 ARTICLE TWELVE

     The street address of the registered office of the Corporation is 1445
MacArthur Drive, Suite 136, Carrollton, Texas 75007, and the name of its
registered agent at such address is John C. Miller.

                                ARTICLE THIRTEEN

     The number of directors currently constituting the Board is four (4).
Hereafter, the number of directors constituting the Board shall be fixed by or
in accordance with the bylaws of the Corporation. The name and address of the
persons currently serving as directors are as follows:

          Gerald A. Berkhold   1445 MacArthur Drive, Suite 136
                               Carrollton, Texas 75007

          Ronald L. Graham     1445 MacArthur Drive, Suite 136
                               Carrollton, Texas 75007

          Jack C. Anderson     1445 MacArthur Drive, Suite 136
                               Carrollton, Texas 75007

          H. Douglas Hunter    1445 MacArthur Drive, Suite 136
                               Carrollton, Texas 75007

                           [Signature page to follow.]


                                       14



     IN WITNESS WHEREOF I have hereunto set my hand this 30 day of September,
2002.

                                        ALBERTA INVESTMENTS, INC.


                                        By: /s/ G.H. Birkhold
                                            ------------------------------------
                                        Name: G.H. Birkhold
                                        Title: President


                                       15

EX-3.6(B)

                                                                  Exhibit 3.6(b)

                            CERTIFICATE OF AMENDMENT

                                  OF BYLAWS OF

                            ALBERTA INVESTMENTS, INC.

     The undersigned, being the duly elected, qualified and acting Secretary of
Alberta Investments, Inc., a Texas corporation, and the keeper of the minutes
and records of said corporation, does hereby certify that the following is a
true and correct copy of the amendments to the Bylaws of this corporation as
adopted by a meeting of the Shareholders and Directors on April 17, 1985:

          RESOLVED, that a new section 3.15 of Article Three be added which will
     read as follows:

          "3.15. The Board of Directors may appoint any and all committees to
     consist of members of the Board of Directors, and the Board of Directors
     may delegate their powers and authority to any such committee limited only
     by the provisions of Article 2.36 of the Texas Business Corporation Act as
     it now exists or may be modified hereafter."

          FURTHER RESOLVED that Article 3.02 of the Bylaws of the corporation
     be, and it is hereby amended so that it will hereafter read as follows:

          "The authorized number of Directors of this corporation shall be eight
     (8). The Directors need not be shareholders of this corporation or
     residents of Texas. The number of Directors may be increased or decreased
     from time to time by amendment to these Bylaws, but no decrease shall have
     the effect of shortening the term of any incumbent Director. Any
     directorship to be filled by reason of an increase in the number of
     Directors shall be filled by election at an annual meeting or at a special
     meeting of shareholders called for that purpose."

          FURTHER RESOLVED that Article 2.02 of the Bylaws of the corporation
     be, and it is hereby amended so that it will hereafter read as follows:

          "The annual meetings of the shareholders shall be held each year at
     anytime set by the Board of Directors within six (6) months following the
     closing of the corporation's fiscal year end."

          TO CERTIFY WHICH, witness my hand this 17th day of April, 1985.


                                        /s/ Christopher G. Sharp
                                        ----------------------------------------
                                        Christopher G. Sharp, Secretary

EX-3.6(C)

                                                                  Exhibit 3.6(c)

                            CERTIFICATE OF AMENDMENT

                                  OF BYLAWS OF

                            ALBERTA INVESTMENTS, INC.

     The undersigned, being the duly elected, qualified and acting Secretary of
Alberta Investments., Inc., a Texas corporation, and the keeper of the minutes
and records of said corporation, does hereby certify that the following is a
true and correct copy of the amendment to the Bylaws of this corporation as
adopted by a meeting of the Shareholders and Directors on October 25, 1984:

          RESOLVED, that Article 3.02 of the Bylaws of the corporation be, and
     it is hereby amended so that it will hereafter read as follows:

          The authorized number of Directors of this corporation shall be three
     (3). The Directors need not be shareholders of this corporation or
     residents of Texas. The number of Directors may be increased or decreased
     from time to time by amendment to these Bylaws, but no decrease shall have
     the effect of shortening the term of any incumbent Director. Any
     directorship to be filled by reason of an increase in the number of
     Directors shall be filled by election at an annual meeting or at a special
     meeting of shareholders called for that purpose.

     TO CERTIFY WHICH, witness my hand this 25th day of October, 1984.


                                        /s/ Christopher G. Sharp
                                        ----------------------------------------
                                        Christopher G. Sharp, Secretary.

EX-3.6(D)

                                                                  Exhibit 3.6(d)

                                    BYLAWS OF

                            ALBERTA INVESTMENTS, INC.

                                   ARTICLE ONE

                                REGISTERED OFFICE

     1.01. The registered office of the corporation is located at 6201
Hillcrest, Dallas, Texas 75205, and the name of the registered agent is
Christopher G. Sharp.

                                   ARTICLE TWO

                             SHAREHOLDERS' MEETINGS

                                PLACE OF MEETINGS

     2.01. All meetings of the shareholders shall be held at the registered
office of the corporation, or any other place within or without this State, as
may be designated for that purpose from time to time by the Board of Directors.

                             TIME OF ANNUAL MEETING

     2.02. The annual meetings of the shareholders shall be held each year at
10:00 a.m. on the first Monday in October. If this day falls on a legal holiday,
the annual meeting shall be held at the same time on the next following business
day thereafter.

                                NOTICE OF MEETING

     2.03. Notice of the meeting, stating the place, day, and hour of the
meeting, and in case of a special meeting, the purpose given in writing to each
shareholder entitled to vote at the meeting at least ten (10) but not more than
fifty (50) days before the date of the meeting either personally or by mail or
other means of written communication, addressed to the shareholder at his
address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. Notice of adjourned meetings is not
necessary unless the meeting is adjourned for thirty (30) days or more, in which
case notice of the adjourned meeting shall be given as in the case of any
special meeting.

                                SPECIAL MEETINGS

     2.04. Special meetings of the shareholders for any purpose or purposes
whatsoever may be called at any time by the President, or by the Board of
Directors, or by any two (2) or more Directors, or by one or more shareholders,
holding not less than one-tenth (1/10) of all the shares entitled to vote at the
meeting.


                                        1



                                     QUORUM

     2.05. A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after withdrawal of enough
shareholders to leave less than a quorum.

                                     VOTING

     2.06. Only persons in whose names shares appear on the share records of the
corporation on the date on which notice of the meeting is mailed shall be
entitled to vote at such meeting, unless some other day is fixed by the Board of
Directors for the determination of shareholders of record. Voting for the
election of Directors shall be by voice unless any shareholder demands a ballot
vote before the voting begins. Shareholders will not be permitted to cumulate
their shares for purposes of voting for Directors.

                                     PROXIES

     2.07. Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the shareholder or his duly
authorized attorney in fact.

                              CONSENT OF ABSENTEES

     2.08. No defect in the calling of noticing of a shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present, and if
each shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of the meeting, or approval of the minutes,
either before or after the meeting, and such waivers, consents, or approvals are
filed with the corporate records or made a part of the minutes of the meeting.

                   ACTION WITHOUT MEETING: TELEPHONE MEETINGS

     2.09. Action may be taken by shareholders without a meeting if each
shareholder entitled to vote signs a written consent to the action and such
consents are filed with the Secretary of the corporation. Shareholders, members
of the Board of Directors, or members of any committee designated by such Board,
may participate in and hold a meeting of such shareholders, board or committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence
in person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground-that the meeting is not lawfully called or convened.


                                        2



                                  ARTICLE THREE

                                    DIRECTORS

                                     POWERS

     3.01. The Directors shall act only as a board and an individual Director
shall have no power as such. All corporate powers of the corporation shall be
exercised by, or under the authority of, and the business and affairs of the
corporation shall be controlled by the Board of Directors, subject, however, to
such limitations as are imposed by law, the articles of incorporation, or these
Bylaws, as to actions to be authorized or approved by the shareholders. The
Board of Directors may, by contract or otherwise, give general or limited or
special power and authority to the officers and employees of the corporation to
transact the general business, or any special business of the corporation, and
may give powers of attorney to agents of the corporation to transact any special
business requiring such authorization.

                      NUMBER AND QUALIFICATION OF DIRECTORS

     3.02. The authorized number of Directors of this corporation shall be two.
The Directors need not be shareholders of this corporation or residents of
Texas. The number of Directors may be increased or decreased from time to time
by amendment to these Bylaws but no decrease shall have the effect of shortening
the term of any incumbent Director. Any directorship to be filled by reason of
an increase in the number of Directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose.

                           ELECTION AND TERM OF OFFICE

     3.03. The Directors shall be elected annually by the shareholders entitled
to vote, and shall hold office until their respective successors are elected, or
until their death, resignation, or removal.

                                    VACANCIES

     3.04. Vacancies in the Board of Directors may be filled by a majority of
the remaining Directors, though less than a quorum, or by a sole remaining
Director. The shareholders may elect a Director at any time to fill any
vacancies not filled by the Directors.

                              REMOVAL OF DIRECTORS

     3.05. The entire Board of Directors or any individual Director may be
removed from office with or without cause by vote of the holders of a majority
of the shares entitled to vote for directors, at any regular or special meeting
of shareholders.

                                PLACE OF MEETINGS

     3.06. All meetings of the Board of Directors shall be held at the principal
office of the corporation or at such place within or without the State as may be
designated from time to time by resolution of the Board or by written consent of
all of the members of the Board.


                                        3



                       SPECIAL MEETINGS - CALL AND NOTICE

     3.08. Special meetings of the Board of Directors for any purpose shall be
called at any time by the President, or if he is absent or unable or refuses to
act, by any two Directors. Written notices of the special meetings, stating the
time, and in general terms and purpose or purposes thereof, shall be mailed or
telegraphed or personally delivered to each Director not later than the day
before the day appointed for the meeting.

                                     QUORUM

     3.09. A majority of the authorized number of Directors shall be necessary
to constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present shall be regarded as the act of the Board of Directors, unless
a greater number be required by law or by the articles of incorporation.

                          BOARD ACTION WITHOUT MEETING

     3.10. Any action required or permitted to be taken by the Board of
Directors, may be taken without a meeting, and with the same force and effect as
a unanimous vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action. Directors may also participate
in telephone meetings as provided in 2.09 of these Bylaws.

                              ADJOURNMENT - NOTICE

     3.11. A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting need not be given to absent Directors if the time and place is
fixed at the meeting adjourned. In the absence of a quorum, a majority of the
Directors present at any Directors' meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of
the Board.

                               CONDUCT OF MEETINGS

     3.12. The Chairman of the Board of Directors, or in his absence, any
Director selected by the Directors present, shall preside at meetings of the
Board of Directors. The Secretary of the corporation, or in his absence, any
person appointed by the presiding officer, shall act as Secretary of the Board
of Directors.

                                  COMPENSATION

     3.13. Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the Board.


                                        4



                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     3.14. The Board of Directors may authorize the corporation to pay expenses
incurred by, or to satisfy a judgment or fine rendered by levied against present
or former Directors, officers, or employees of this corporation as provided by
Article 2.02(a)(16) of the Business Corporation Act.

                                  ARTICLE FOUR

                                    OFFICERS

                              TITLE AND APPOINTMENT

     4.01. The officers of the corporation shall be a President and a Secretary,
and such assistants and other officers as the Board of Directors shall from time
to time determine. Any two offices, except President and Secretary, may be held
by one person. All officers shall be elected by and hold office at the pleasure
of the Board of Directors, which shall fix compensation and tenure of all
officers.

                          POWERS AND DUTIES OF OFFICERS

     4.02. The officers of the corporation shall have the powers and duties
generally ascribed to the respective officers and such additional authority or
duty as may from time to time be established by the Board of Directors.

                                  ARTICLE FIVE

                            EXECUTION OF INSTRUMENTS

     5.01. The Board of Directors may, in its discretion, determine the method
and designate the signatory officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name
without limitation, except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.

                                   ARTICLE SIX

                         ISSUANCE AND TRANSFER OF SHARES

                     CERTIFICATES FOR PAID AND UNPAID SHARES

     6.01. The Corporation shall deliver certificates representing all shares to
which shareholders are entitled, which certificates shall be in such form and
devise as the Board of Directors may provide. Each certificate shall bear upon
its face the statement that the corporation is organized in Texas, the name in
which it is issued, the number and class of shares and series, and the par value
or a statement that the shares are without par value. The President and the
Secretary or an Assistant Secretary, which signatures may be in facsimile if the
certificates are to be countersigned by a transfer agent or registered by a
registrar. The certificates shall contain on the faces or backs such recitations
or references as are required by laws.


                                        5



                           REPLACEMENT OF CERTIFICATES

     6.02. No new certificates shall be issued until the former certificate or
shares represented thereby shall have been surrendered and cancelled, except in
the case of lost or destroyed certificates for which the Board of Directors may
order new certificates to be issued upon such terms, conditions, and guarantees
as the Board may see fit to impose, including the filing of sufficient
indemnity.

                               TRANSFER OF SHARES

     6.03. Shares of the corporation may be transferred by endorsement by the
signature of the owner, his agent, attorney, or legal representative, and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed to have full notice of, and to consent to, the bylaws of the corporation
to the same extent as if he had signed a written assent thereto.

                                  ARTICLE SEVEN

                               RECORDS AND REPORTS

                         INSPECTION OF BOOKS AND RECORDS

     7.01. All books and records provided for by statute shall be open to
inspection of the shareholders from time to time and to the extent expressly
provided by statute, and not otherwise. The directors may examine such books and
records at all reasonable times.

                          CLOSING STOCK TRANSFER BOOKS

     7.02. The Board of Directors may close the transfer books in their
discretion for a period not exceeding fifty (50) days preceding any meeting,
annual or special, of the shareholders, or the day appointed for the payment of
a dividend.

                                  ARTICLE EIGHT

                               AMENDMENT OF BYLAWS

     8.01. The power to alter, amend, or repeal these bylaws is vested in the
Directors, subject to repeal or change by action of the shareholders.

                           SIGNATURES AND ATTESTATION

     Adopted by the Board of Directors on the [17 day, September, 1983].


                                        [signed]
                                        ----------------------------------------
                                        Gerald A. Berkhold, Director


                                        [signed]
                                        ----------------------------------------
                                        Duncan Steele Curry, Director


                                        6



Attest:


[signed]
- -------------------------------------
Christopher G. Sharp, Secretary


                                        7

EX-3.11(B)

                                                                   Exhibit 3.11b

                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                   DELIVERED 08:00 AM 12/01/2005
                                                     FILED 08:00 AM 12/01/2005
                                                    SRV 050976317 - 3570796 FILE

                                STATE OF DELAWARE

                            CERTIFICATE OF AMENDMENT

                                       TO

                            CERTIFICATE OF FORMATION

Pursuant to Section 18-202 of the Delaware Limited Liability Company Act, the
undersigned, in order to change its registered office and registered agent,
hereby certifies that:

1.   The name of the limited liability company is:

     BUILDERS' REDI-MIX, LLC

2.   The Certificate of Formation of the limited liability company is hereby
     amended to change the registered agent and location of the registered
     office of the limited liability company to the following:

     NEW NAME OF REGISTERED AGENT:

     CAPITOL SERVICES, INC.

     NEW ADDRESS OF REGISTERED OFFICE:

     615 SOUTH DUPONT HWY
     DOVER. DE 19901
     KENT COUNTY

IN WITNESS WHEREOF, the undersigned authorized person has executed this
Certificate of Amendment to the Certificate of Formation this 22nd day of
November, 2005.

                                        BUILDERS' REDI-MIX, LLC
                                        Name of Limited ability Company


                                        /s/ Donald C. Wayne
                                        ----------------------------------------
                                        Signature

                                        Donald C. Wayne
                                        Printed Name

                                        Vice-President
                                        Title

EX-3.16(A)

                                                                   Exhibit 3.16a

                         CERTIFICATE OF INCORPORATION OF
                         CONCRETE XXXI ACQUISITION, INC.

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "corporation")
is

                         Concrete XXXI Acquisition, Inc.

     SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 615 South
DuPont Highway, City of Dover, 1990l, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Capitol Services, Inc.

     THIRD: The purpose of the corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $1.00. All such shares are of one class and are shares of Common
Stock.

     FIFTH: The name and the mailing address of the incorporator are as follows:

          Stephanie A. Schweigart
          c/o U.S. Concrete, Inc.
          2925 Briarpark, Suite 1050
          Houston, Texas 77042

     SIXTH: The name and address of the person who is to serve as the initial
director of the corporation until the first annual meeting of stockholders or
until his successor is elected and qualified is:

          Donald Wayne
          c/o U.S. Concrete, Inc.
          2925 Briarpark, Suite 1050
          Houston, Texas 77042

     SEVENTH: The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the manner provided in, the By-laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed


                                       1



to have the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of directors need
be by written ballot.

     EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.

     NINTH: To the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section l02 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Seciton 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall 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.

     ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.


                                       2



     TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred, upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

     THIRTEENTH: This certificate of incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the incorporator of the corporation hereto has caused
this certificate of incorporation to be duly executed as of December 21, 2005.


                                        /s/ Stephanie A. Schweigart
                                        ----------------------------------------
                                        Stephanie A. Schweigart, Incorporator


                                       3

EX-3.16(B)

                                                                   Exhibit 3.16b

                   BY-LAWS OF CONCRETE XXXI ACQUISITION, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the

     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
stating the place, date, and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

     Section 4. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President, or
the Secretary at the request in writing of the holders of not less than ten
percent (10%) of the voting power represented by all the shares issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Certificate of Incorporation provides for a different percentage, in which event
such provision of the Certificate of Incorporation shall govern. Such request
shall state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 5. Notice of Special Meetings. Written notice of a special meeting,
stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the date of the meeting.



     Section 6. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 7. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, determined as provided in Article V of these
By-Laws, or if those officers shall be absent therefrom, another officer of the
Corporation chosen as chairman present in person or by proxy and entitled to
vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation, or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by


                                       2



written ballot on any question or at the direction of such chairman that a vote
by written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     Section 9. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least 10 days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days before said meeting, either at
a place within the city where said meeting is to be held, which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder of record who shall be present thereat. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

     Section 10. Inspectors of Votes. At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and, after the balloting thereat on any question, shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder
of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.

     Section 11. Actions Without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                       3



                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation, or these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 2. Number, Qualification, and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall not be less
than one (1). Within the limits above specified, the number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the stockholders at any annual or special
meeting or otherwise pursuant to action of the stockholders. Directors need not
be stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article III, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders. Such election
shall be by written ballot.

     Section 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote by written ballot of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of this
Article III.

     Section 5. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
annual meeting next after their election and until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice


                                       4



of such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held immediately following the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

     Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board of Directors) shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 11. Remuneration. Unless otherwise expressly provided by resolution
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services; but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                             COMMITTEES OF DIRECTORS

     Section 12. Executive Committee; How Constituted and Powers. The Board of
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and


                                       5



authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

     Section 13. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     Section 14. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph, telex, cable, wireless,
or other form of recorded communication or be delivered personally or by
telephone to each member of the Executive Committee not later than the day
before the day on which such meeting is to be held. Notice of any such meeting
need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of
recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article III, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

     Section 15. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee.

     Section 16. Other Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of the Delaware General
Corporation Law, and the Certificate of Incorporation and these By-Laws, the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have the power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power to


                                       6



fill vacancies in the Board of Directors, the Executive Committee, or any other
committee or in their respective membership, to appoint or remove officers of
the Corporation, or to authorize the issuance of shares of the capital stock of
the Corporation, except that such a committee may, to the extent provided in
said resolutions, grant and authorize options and other rights with respect to
the common stock of the Corporation pursuant to and in accordance with any plan
approved by the Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings and specify what
notice thereof, if any, shall be given, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any such committee at any time to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

     Section 17. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

     Section 18. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

                                     GENERAL

     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

     Section 20. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting conducted pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV
                                     NOTICES

     Section 1. Type of Notice. Whenever, under the provisions of any applicable
statute, the Certificate of Incorporation, or these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in


                                       7



writing, in person or by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given in any manner permitted by Article III hereof and shall be deemed to be
given at the time when first transmitted by the method of communication so
permitted.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless, or other form of recorded communication may constitute such a waiver.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws, any notice is required to be given to any stockholder, such notice need
not be given to the stockholder if:

     (a)  notice of two consecutive annual meetings and all notices of meetings
          held during the period between those annual meetings, if any, or

     (b)  all (but in no event less than two) payments (if sent by first class
          mail) of distributions or interest on securities during a 12-month
          period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                    ARTICLE V
                                    OFFICERS

     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Controller, one or more Assistant Controllers, and such
other officers and agents as may be deemed necessary or advisable from time to
time, all of whom shall also be officers. Two or more offices may be held by the
same person.

     Section 2. Election or Appointment. The Board of Directors at its annual
meeting shall elect or appoint, as the case may be, the officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.

     Section 3. Salaries of Elected Officers. The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.


                                       8



     Section 4. Term. Each officer of the Corporation shall hold his office
until his successor is duly elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal, or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

     Section 5. Chairman of the Board. The Chairman of the Board, if one be
elected, shall be the chief executive officer of the Corporation and shall
preside when present at all meetings of the Board of Directors and, with the
approval of the President, may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

     Section 6. President. In the absence of a Chairman of the Board, the
President shall be the ranking and chief executive officer of the Corporation
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the chief operating officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. He shall preside, when present, at all
meetings of stockholders, except when the Chairman of the Board presides with
the approval of the President and as may otherwise be provided by statute, and,
in the absence of any other person designated thereto by these By-Laws, at all
meetings of the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and the stockholders are carried into effect. He shall
have general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.

     Section 7. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.

     Section 8. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President
(or in the event there shall be more than one, the Assistant Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the


                                       9



duties and exercise the powers of that Vice President, and shall perform such
other duties and have such other powers as the Board of Directors, the
President, or the Vice President under whose supervision he is appointed may
from time to time prescribe.

     Section 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
or other standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall keep and account for all books,
documents, papers, and records of the Corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.

     Section 10. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there shall be more than one, the Assistant Secretaries in the order designated
by the Board of Directors, or in the absence of any designation, then in the
order of their appointment) shall perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the President, or the Secretary may from time to time
prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.

     Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or refusal


                                       10



to act, the Assistant Treasurer (or in the event there shall be more than one,
the Assistant Treasurers in the order designated by the Board of Directors, or
in the absence of any designation, then in the order of their appointment) shall
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors, the
President, or the Treasurer may from time to time prescribe.

     Section 13. Controller. The Controller, if one is appointed, shall have
supervision of the accounting practices of the Corporation and shall prescribe
the duties and powers of any other accounting personnel of the Corporation. He
shall cause to be maintained an adequate system of financial control through a
program of budgets and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation shall be
conducted with the maximum efficiency and economy. If required, he shall prepare
a monthly report covering the operating results of the Corporation. The
Controller shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

     Section 14. Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or
in the event of his inability or refusal to act, the Assistant Controller (or,
if there shall be more than one, the Assistant Controllers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Controller and perform such other duties and have such other
powers as the Board of Directors, the President, or the Controller may from time
to time prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall 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 (all of such persons being hereafter referred to in this
Article as a "Corporate Functionary"), 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,
or 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 or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.


                                       11



     Section 2. Actions by or in the Right of the Corporation. The Corporation
shall 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 Corporate Functionary 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, 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.

     Section 3. Determination of Right to Indemnification. Any indemnification
under Sections 1 or 2 of this Article VI (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 Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the
Board of Directors by a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Right to Indemnification. Notwithstanding the other provisions
of this Article VI, to the extent that a Corporate Functionary has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), 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 5. Prepaid Expenses. Expenses incurred by a Corporate Functionary
in defending a civil, criminal, administrative, or investigative action, suit,
or proceeding shall 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 the Corporate Functionary to repay such amount if it shall
ultimately be determined he is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

     Section 6. Right to Indemnification upon Application: Procedure upon
Application. Any indemnification of a Corporate Functionary under Sections 2, 3
and 4, or any advance under Section 5, of this Article VI shall be made promptly
upon, and in any event within 60 days after, the written request of the
Corporate Functionary, unless with respect to applications under Sections 2, 3
or 5 of this Article VI, a determination is reasonably and promptly made by the
Board of Directors by majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, that such Corporate
Functionary acted in a manner set forth in such Sections as to justify the
Corporation in not indemnifying or making an advance of expenses to the
Corporate Functionary. If there are no directors who are not parties to such


                                       12



action, suit, or proceeding, the Board of Directors shall promptly direct that
independent legal counsel shall decide whether the Corporate Functionary acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance of expenses to the Corporate Functionary. The
right to indemnification or advance of expenses granted by this Article VI shall
be enforceable by the Corporate Functionary in any court of competent
jurisdiction if the Board of Directors or independent legal counsel denies his
claim, in whole or in part, or if no disposition of such claim is made within 60
days. The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

     Section 7. Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article VI shall not be
deemed exclusive of any other rights to which any person seeking indemnification
and for advancement of expenses or may be entitled under the By-Laws, or any
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, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Corporate Functionary
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. Any repeal or modification of these By-Laws or relevant
provisions of the Delaware General Corporation Law and other applicable law, if
any, shall not affect any then existing rights of a Corporate Functionary to
indemnification or advancement of expenses.

     Section 8. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may 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 this Article VI or the Delaware General Corporation Law.

     Section 9. Mergers. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. Savings Provision. If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding or


                                       13



action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated.

                                   ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

     Section 1. Right to Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President, or a Vice President
and by the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. If the Corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock;
provided, that, except as otherwise provided in Section 202 of the Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

     Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.


                                       14



     Section 5. Record Date. The Board of Directors may fix in advance a date,
not preceding the date on which the resolution fixing the record date is
adopted, and

     (i)  not more than 60 days nor less than 10 days preceding the date of any
          meeting of stockholders, as a record date for the determination of the
          stockholders entitled to notice of, and to vote at, any such meeting
          and any adjournment thereof,

     (ii) not more than 10 days after the date on which the resolution fixing
          the record date is adopted, as a record date in connection with
          obtaining a consent of the stockholders in writing to corporate action
          without a meeting, or

     (iii) not more than 60 days before the date for payment of any dividend or
          distribution, or the date for the allotment of rights, or the date
          when any change, or conversion or exchange of capital stock shall go
          into effect, or the date on which any other lawful action shall be
          taken, as the record date for determining the stockholders entitled to
          receive payment of any such dividend or distribution, or to receive
          any such allotment of rights, or to exercise the rights in respect of
          any such change, conversion or exchange of capital stock or other
          lawful action of the corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, any such meeting and any adjournment thereof (provided, however,
that the Board of Directors may fix a new record date for an adjourned meeting),
or to give such consent, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

     Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
if any, subject to the provisions of the Certificate of Incorporation, may be
declared by the Board of Directors (but not any committee thereof) at any
regular meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, thinks
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board of Directors shall think conducive to the


                                       15



interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced, or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

     These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such special
meeting.


                                       16

EX-3.17(A)

                                                                   Exhibit 3.17a

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 01:43 PM 12/21/2005
                                                     FILED 01:36 PM 12/21/2005
                                                   SRV 051047731 - 4082057 FILE

                         CERTIFICATE OF INCORPORATION OF
                        CONCRETE XXXII ACQUISITION, INC.

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "corporation")
is

                        Concrete XXXII Acquisition, Inc.

     SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 615 South
DuPont Highway, City of Dover, 19901, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Capitol Services, Inc.

     THIRD: The purpose of the corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $1.00. All such shares are of one class and are shares of Common
Stock.

     FIFTH: The name and the mailing address of the incorporator are as follows:

          Stephanie A. Schweigart
          c/o U.S. Concrete, Inc.
          2925 Briarpark, Suite 1050
          Houston, Texas 77042

     SIXTH: The name and address of the person who is to serve as the initial
director of the corporation until the first annual meeting of stockholders or
until his successor is elected and qualified is:

          Donald Wayne
          c/o U.S. Concrete, Inc.
          2925 Briarpark, Suite 1050
          Houston, Texas 77042

     SEVENTH: The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the mauler provided in, The By-


                                       1



laws. The phrase "whole Board" and the phrase "total number of directors" shall
be deemed to have the same meaning, to wit, the total number of directors which
the corporation would have if there were no vacancies. No election of directors
need be by written ballot.

     EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.

     NINTH: To the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall 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.

     ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.


                                       2



     TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

     THIRTEENTH: This certificate of incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the incorporator of the corporation hereto has caused
this certificate of incorporation to be duly executed as of December 21, 2005.


                                        /s/ Stephanie A. Schweigart
                                        ----------------------------------------
                                        Stephanie A. Schweigart, Incorporator


                                       3

EX-3.17(B)

                                                                   Exhibit 3.17b

                   BY-LAWS OF CONCRETE XXXII ACQUISITION, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the

     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
stating the place, date, and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

     Section 4. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President, or
the Secretary at the request in writing of the holders of not less than ten
percent (10%) of the voting power represented by all the shares issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Certificate of Incorporation provides for a different percentage, in which event
such provision of the Certificate of Incorporation shall govern. Such request
shall state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 5. Notice of Special Meetings. Written notice of a special meeting,
stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the date of the meeting.


                                       1



     Section 6. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 7. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, determined as provided in Article V of these
By-Laws, or if those officers shall be absent therefrom, another officer of the
Corporation chosen as chairman present in person or by proxy and entitled to
vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation, or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by


                                       2



written ballot on any question or at the direction of such chairman that a vote
by written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     Section 9. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least 10 days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days before said meeting, either at
a place within the city where said meeting is to be held, which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder of record who shall be present thereat. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

     Section 10. Inspectors of Votes. At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and, after the balloting thereat on any question, shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder
of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.

     Section 11. Actions Without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                       3



                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation, or these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 2. Number, Qualification, and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall not be less
than one (1). Within the limits above specified, the number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the stockholders at any annual or special
meeting or otherwise pursuant to action of the stockholders. Directors need not
be stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article DI, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders. Such election
shall be by written ballot.

     Section 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote by written ballot of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of this
Article III.

     Section 5. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
annual meeting next after their election and until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice


                                       4



of such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held immediately following the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

     Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board of Directors) shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 11. Remuneration. Unless otherwise expressly provided by resolution
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services; but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                             COMMITTEES OF DIRECTORS

     Section 12. Executive Committee; How Constituted and Powers. The Board of
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and


                                       5



authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

     Section 13. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     Section 14. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph, telex, cable, wireless,
or other form of recorded communication or be delivered personally or by
telephone to each member of the Executive Committee not later than the day
before the day on which such meeting is to be held. Notice of any such meeting
need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of
recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article III, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

     Section 15. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee.

     Section 16. Other Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of the Delaware General
Corporation Law, and the Certificate of Incorporation and these By-Laws, the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have the power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power to


                                       6



fill vacancies in the Board of Directors, the Executive Committee, or any other
committee or in their respective membership, to appoint or remove officers of
the Corporation, or to authorize the issuance of shares of the capital stock of
the Corporation, except that such a committee may, to the extent provided in
said resolutions, grant and authorize options and other rights with respect to
the common stock of the Corporation pursuant to and in accordance with any plan
approved by the Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings and specify what
notice thereof, if any, shall be given, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any such committee at any time to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

     Section 17. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

     Section 18. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

                                     GENERAL

     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

     Section 20. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting conducted pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV
                                     NOTICES

     Section 1. Type of Notice. Whenever, under the provisions of any applicable
statute, the Certificate of Incorporation, or these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in


                                       7



writing, in person or by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given in any manner permitted by Article III hereof and shall be deemed to be
given at the time when first transmitted by the method of communication so
permitted.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless, or other form of recorded communication may constitute such a waiver.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws, any notice is required to be given to any stockholder, such notice need
not be given to the stockholder if:

     (a)  notice of two consecutive annual meetings and all notices of meetings
          held during the period between those annual meetings, if any, or

     (b)  all (but in no event less than two) payments (if sent by first class
          mail) of distributions or interest on securities during a 12-month
          period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                    ARTICLE V
                                    OFFICERS

     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Controller, one or more Assistant Controllers, and such
other officers and agents as may be deemed necessary or advisable from time to
time, all of whom shall also be officers. Two or more offices may be held by the
same person.

     Section 2. Election or Appointment. The Board of Directors at its annual
meeting shall elect or appoint, as the case may be, the officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.

     Section 3. Salaries of Elected Officers. The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.


                                       8



     Section 4. Term. Each officer of the Corporation shall hold his office
until his successor is duly elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal, or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

     Section 5. Chairman of the Board. The Chairman of the Board, if one be
elected, shall be the chief executive officer of the Corporation and shall
preside when present at all meetings of the Board of Directors and, with the
approval of the President, may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

     Section 6. President. In the absence of a Chairman of the Board, the
President shall be the ranking and chief executive officer of the Corporation
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the chief operating officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. He shall preside, when present, at all
meetings of stockholders, except when the Chairman of the Board presides with
the approval of the President and as may otherwise be provided by statute, and,
in the absence of any other person designated thereto by these By-Laws, at all
meetings of the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and the stockholders are carried into effect. He shall
have general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.

     Section 7. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.

     Section 8. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President
(or in the event there shall be more than one, the Assistant Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the


                                       9



duties and exercise the powers of that Vice President, and shall perform such
other duties and have such other powers as the Board of Directors, the
President, or the Vice President under whose supervision he is appointed may
from time to time prescribe.

     Section 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
or other standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall keep and account for all books,
documents, papers, and records of the Corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.

     Section 10. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there shall be more than one, the Assistant Secretaries in the order designated
by the Board of Directors, or in the absence of any designation, then in the
order of their appointment) shall perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the President, or the Secretary may from time to time
prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.

     Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or


                                       10



refusal to act, the Assistant Treasurer (or in the event there shall be more
than one, the Assistant Treasurers in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
appointment) shall perform the duties and exercise the powers of the Treasurer
and shall perform such other duties and have such other powers as the Board of
Directors, the President, or the Treasurer may from time to time prescribe.

     Section 13. Controller. The Controller, if one is appointed, shall have
supervision of the accounting practices of the Corporation and shall prescribe
the duties and powers of any other accounting personnel of the Corporation. He
shall cause to be maintained an adequate system of financial control through a
program of budgets and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation shall be
conducted with the maximum efficiency and economy. If required, he shall prepare
a monthly report covering the operating results of the Corporation. The
Controller shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

     Section 14. Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or
in the event of his inability or refusal to act, the Assistant Controller (or,
if there shall be more than one, the Assistant Controllers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Controller and perform such other duties and have such other
powers as the Board of Directors, the President, or the Controller may from time
to time prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall 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 (all of such persons being hereafter referred to in this
Article as a "Corporate Functionary"), 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,
or 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 or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.


                                       11



     Section 2. Actions by or in the Right of the Corporation. The Corporation
shall 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 Corporate Functionary 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, 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.

     Section 3. Determination of Right to Indemnification. Any indemnification
under Sections 1 or 2 of this Article VI (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 Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the
Board of Directors by a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Right to Indemnification. Notwithstanding the other provisions
of this Article VI, to the extent that a Corporate Functionary has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), 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 5. Prepaid Expenses. Expenses incurred by a Corporate Functionary
in defending a civil, criminal, administrative, or investigative action, suit,
or proceeding shall 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 the Corporate Functionary to repay such amount if it shall
ultimately be determined he is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

     Section 6. Right to Indemnification upon Application; Procedure upon
Application. Any indemnification of a Corporate Functionary under Sections 2, 3
and 4, or any advance under Section 5, of this Article VI shall be made promptly
upon, and in any event within 60 days after, the written request of the
Corporate Functionary, unless with respect to applications under Sections 2, 3
or 5 of this Article VI, a determination is reasonably and promptly made by the
Board of Directors by majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, that such Corporate
Functionary acted in a manner set forth in such Sections as to justify the
Corporation in not indemnifying or making an advance of expenses to the
Corporate Functionary. If there are no directors who are not parties to such


                                       12



action, suit, or proceeding, the Board of Directors shall promptly direct that
independent legal counsel shall decide whether the Corporate Functionary acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance of expenses to the Corporate Functionary. The
right to indemnification or advance of expenses granted by this Article VI shall
be enforceable by the Corporate Functionary in any court of competent
jurisdiction if the Board of Directors or independent legal counsel denies his
claim, in whole or in part, or if no disposition of such claim is made within 60
days. The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

     Section 7. Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article VI shall not be
deemed exclusive of any other rights to which any person seeking indemnification
and for advancement of expenses or maybe entitled under the By-Laws, or any
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, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Corporate Functionary
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. Any repeal or modification of these By-Laws or relevant
provisions of the Delaware General Corporation Law and other applicable law, if
any, shall not affect any then existing rights of a Corporate Functionary to
indemnification or advancement of expenses.

     Section 8. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may 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 this Article VI or the Delaware General Corporation Law.

     Section 9. Mergers. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. Savings Provision. If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding or


                                       13



action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated.

                                   ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

     Section 1. Right to Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President, or a Vice President
and by the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. If the Corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock;
provided, that, except as otherwise provided in Section 202 of the Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

     Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.


                                       14



     Section 5. Record Date. The Board of Directors may fix in advance a date,
not preceding the date on which the resolution fixing the record date is
adopted, and

     (i)  not more than 60 days nor less than 10 days preceding the date of any
          meeting of stockholders, as a record date for the determination of the
          stockholders entitled to notice of, and to vote at, any such meeting
          and any adjournment thereof,

     (ii) not more than 10 days after the date on which the resolution fixing
          the record date is adopted, as a record date in connection with
          obtaining a consent of the stockholders in writing to corporate action
          without a meeting, or

     (iii) not more than 60 days before the date for payment of any dividend or
          distribution, or the date for the allotment of rights, or the date
          when any change, or conversion or exchange of capital stock shall go
          into effect, or the date on which any other lawful action shall be
          taken, as the record date for determining the stockholders entitled to
          receive payment of any such dividend or distribution, or to receive
          any such allotment of rights, or to exercise the rights in respect of
          any such change, conversion or exchange of capital stock or other
          lawful action of the corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, any such meeting and any adjournment thereof (provided, however,
that the Board of Directors may fix a new record date for an adjourned meeting),
or to give such consent, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

     Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
if any, subject to the provisions of the Certificate of Incorporation, may be
declared by the Board of Directors (but not any committee thereof) at any
regular meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors


                                       15



from time to time, in their absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced, or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

     These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such special
meeting.


                                       16

EX-3.18(A)

                                                                   Exhibit 3.18a

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:44 PM 12/21/2005
FILED 01:37 PM 12/21/2005
SRV 051047736 - 4082059 FILE

                         CERTIFICATE OF INCORPORATION OF

                        CONCRETE XXXIII ACQUISITION, INC.

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "corporation")
is

                        Concrete XXXIII Acquisition, Inc.

     SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 615 South
DuPont Highway, City of Dover, 19901, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Capitol Services, Inc.

     THIRD: The purpose of the corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $1.00. All such shares are of one class and are shares of Common
Stock.

     FIFTH: The name and the mailing address of the incorporator are as follows:

               Stephanie A. Schweigart
               c/o U.S. Concrete, Inc.
               2925 Briarpark, Suite 1050
               Houston, Texas 77042

     SIXTH: The name and address of the person who is to serve as the initial
director of the corporation until the first annual meeting of stockholders or
until his successor is elected and qualified is:



               Donald Wayne
               c/o U.S. Concrete Inc.
               2925 Briarpark, Suite 1050
               Houston, Texas 77042

     SEVENTH: The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the manner provided in, the By-laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written ballot.

     EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.

     NINTH: To the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall 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.

     ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within State of Delaware may, on the application in a summary way
of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class


                                        2



of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

     TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

     THIRTEENTH: This certificate of incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the incorporator of the corporation hereto has caused
this certificate of incorporation to be duly executed as of December 21, 2005.


                                        /s/ Stephanie A. Schweigart
                                        ----------------------------------------
                                        Stephanie A. Schweigart, Incorporator


                                        3

EX-3.18(B)

                                                                   Exhibit 3.18b

                  BY-LAWS OF CONCRETE XXXIII ACQUISITION, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the

     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
stating the place, date, and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

     Section 4. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President, or
the Secretary at the request in writing of the holders of not less than ten
percent (10%) of the voting power represented by all the shares issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Certificate of Incorporation provides for a different percentage, in which event
such provision of the Certificate of Incorporation shall govern. Such request
shall state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 5. Notice of Special Meetings. Written notice of a special meeting,
stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the date of the meeting.


                                        1



     Section 6. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 7. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, determined as provided in Article V of these
By-Laws, or if those officers shall be absent therefrom, another officer of the
Corporation chosen as chairman present in person or by proxy and entitled to
vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation, or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by


                                        2



written ballot on any question or at the direction of such chairman that a vote
by written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     Section 9. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least 10 days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days before said meeting, either at
a place within the city where said meeting is to be held, which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder of record who shall be present thereat. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

     Section 10. Inspectors of Votes. At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and, after the balloting thereat on any question, shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder
of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.

     Section 11. Actions Without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                        3



                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation, or these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 2. Number, Qualification, and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall not be less
than one (1). Within the limits above specified, the number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the stockholders at any annual or special
meeting or otherwise pursuant to action of the stockholders. Directors need not
be stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article III, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders. Such election
shall be by written ballot.

     Section 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote by written ballot of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of this
Article III.

     Section 5. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
annual meeting next after their election and until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors maybe held in the manner provided by statute.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice


                                        4



of such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held immediately following the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

     Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board of Directors) shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 11. Remuneration. Unless otherwise expressly provided by resolution
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services; but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                             COMMITTEES OF DIRECTORS

     Section 12. Executive Committee; How Constituted and Powers. The Board of
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and


                                        5



authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

     Section 13. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     Section 14. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph, telex, cable, wireless,
or other form of recorded communication or be delivered personally or by
telephone to each member of the Executive Committee not later than the day
before the day on which such meeting is to be held. Notice of any such meeting
need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of
recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article III, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

     Section 15. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee.

     Section 16. Other Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of the Delaware General
Corporation Law, and the Certificate of Incorporation and these By-Laws, the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have the power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power to


                                        6



fill vacancies in the Board of Directors, the Executive Committee, or any other
committee or in their respective membership, to appoint or remove officers of
the Corporation, or to authorize the issuance of shares of the capital stock of
the Corporation, except that such a committee may, to the extent provided in
said resolutions, grant and authorize options and other rights with respect to
the common stock of the Corporation pursuant to and in accordance with any plan
approved by the Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings and specify what
notice thereof, if any, shall be given, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any such committee at any time to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

     Section 17. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

     Section 18. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

                                     GENERAL

     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

     Section 20. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting conducted pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV
                                     NOTICES

     Section 1. Type of Notice. Whenever, under the provisions of any applicable
statute, the Certificate of Incorporation, or these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in


                                        7



writing, in person or by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given in any manner permitted by Article III hereof and shall be deemed to be
given at the time when first transmitted by the method of communication so
permitted.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless, or other form of recorded communication may constitute such a waiver.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws, any notice is required to be given to any stockholder, such notice need
not be given to the stockholder if:

     (a)  notice of two consecutive annual meetings and all notices of meetings
          held during the period between those annual meetings, if any, or

     (b)  all (but in no event less than two) payments (if sent by first class
          mail) of distributions or interest on securities during a 12-month
          period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                    ARTICLE V
                                    OFFICERS

     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Controller, one or more Assistant Controllers, and such
other officers and agents as may be deemed necessary or advisable from time to
time, all of whom shall also be officers. Two or more offices may be held by the
same person.

     Section 2. Election or Appointment. The Board of Directors at its annual
meeting shall elect or appoint, as the case may be, the officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.

     Section 3. Salaries of Elected Officers. The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.


                                        8



     Section 4. Term. Each officer of the Corporation shall hold his office
until his successor is duly elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal, or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

     Section 5. Chairman of the Board. The Chairman of the Board, if one be
elected, shall be the chief executive officer of the Corporation and shall
preside when present at all meetings of the Board of Directors and, with the
approval of the President, may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

     Section 6. President. In the absence of a Chairman of the Board, the
President shall be the ranking and chief executive officer of the Corporation
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the chief operating officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. He shall preside, when present, at all
meetings of stockholders, except when the Chairman of the Board presides with
the approval of the President and as may otherwise be provided by statute, and,
in the absence of any other person designated thereto by these By-Laws, at all
meetings of the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and the stockholders are carried into effect. He shall
have general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.

     Section 7. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.

     Section 8. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President
(or in the event there shall be more than one, the Assistant Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the


                                        9



duties and exercise the powers of that Vice President, and shall perform such
other duties and have such other powers as the Board of Directors, the
President, or the Vice President under whose supervision he is appointed may
from time to time prescribe.

     Section 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
or other standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall keep and account for all books,
documents, papers, and records of the Corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.

     Section 10. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there shall be more than one, the Assistant Secretaries in the order designated
by the Board of Directors, or in the absence of any designation, then in the
order of their appointment) shall perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the President, or the Secretary may from time to time
prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.

     Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or refusal


                                       10



to act, the Assistant Treasurer (or in the event there shall be more than one,
the Assistant Treasurers in the order designated by the Board of Directors, or
in the absence of any designation, then in the order of their appointment) shall
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors, the
President, or the Treasurer may from time to time prescribe.

     Section 13. Controller. The Controller, if one is appointed, shall have
supervision of the accounting practices of the Corporation and shall prescribe
the duties and powers of any other accounting personnel of the Corporation. He
shall cause to be maintained an adequate system of financial control through a
program of budgets and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation shall be
conducted with the maximum efficiency and economy. If required, he shall prepare
a monthly report covering the operating results of the Corporation. The
Controller shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

     Section 14. Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or
in the event of his inability or refusal to act, the Assistant Controller (or,
if there shall be more than one, the Assistant Controllers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Controller and perform such other duties and have such other
powers as the Board of Directors, the President, or the Controller may from time
to time prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall 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 (all of such persons being hereafter referred to in this
Article as a "Corporate Functionary"), 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,
or 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 or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.


                                       11



     Section 2. Actions by or in the Right of the Corporation. The Corporation
shall 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 Corporate Functionary 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, 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.

     Section 3. Determination of Right to Indemnification. Any indemnification
under Sections 1 or 2 of this Article VI (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 Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the
Board of Directors by a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Right to Indemnification. Notwithstanding the other provisions
of this Article VI, to the extent that a Corporate Functionary has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), 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 5. Prepaid Expenses. Expenses incurred by a Corporate Functionary
in defending a civil, criminal, administrative, or investigative action, suit,
or proceeding shall 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 the Corporate Functionary to repay such amount if it shall
ultimately be determined he is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

     Section 6. Right to Indemnification upon Application; Procedure upon
Application. Any indemnification of a Corporate Functionary under Sections 2, 3
and 4, or any advance under Section 5, of this Article VI shall be made promptly
upon, and in any event within 60 days after, the written request of the
Corporate Functionary, unless with respect to applications under Sections 2, 3
or 5 of this Article VI, a determination is reasonably and promptly made by the
Board of Directors by majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, that such Corporate
Functionary acted in a manner set forth in such Sections as to justify the
Corporation in not indemnifying or making an advance of expenses to the
Corporate Functionary. If there are no directors who are not parties to such


                                       12



action, suit, or proceeding, the Board of Directors shall promptly direct that
independent legal counsel shall decide whether the Corporate Functionary acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance of expenses to the Corporate Functionary. The
right to indemnification or advance of expenses granted by this Article VI shall
be enforceable by the Corporate Functionary in any court of competent
jurisdiction if the Board of Directors or independent legal counsel denies his
claim, in whole or in part, or if no disposition of such claim is made within 60
days. The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

     Section 7. Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article VI shall not be
deemed exclusive of any other rights to which any person seeking indemnification
and for advancement of expenses or may be entitled under the By-Laws, or any
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, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Corporate Functionary
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. Any repeal or modification of these By-Laws or relevant
provisions of the Delaware General Corporation Law and other applicable law, if
any, shall not affect any then existing rights of a Corporate Functionary to
indemnification or advancement of expenses.

     Section 8. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may 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 this Article VI or the Delaware General Corporation Law.

     Section 9. Mergers. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. Savings Provision. If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding or


                                       13



action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated.

                                   ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

     Section 1. Right to Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President, or a Vice President
and by the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. If the Corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock;
provided, that, except as otherwise provided in Section 202 of the Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

     Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.


                                       14



     Section 5. Record Date. The Board of Directors may fix in advance a date,
not preceding the date on which the resolution fixing the record date is
adopted, and

          (i)  not more than 60 days nor less than 10 days preceding the date of
               any meeting of stockholders, as a record date for the
               determination of the stockholders entitled to notice of, and to
               vote at, any such meeting and any adjournment thereof,

          (ii) not more than 10 days after the date on which the resolution
               fixing the record date is adopted, as a record date in connection
               with obtaining a consent of the stockholders in writing to
               corporate action without a meeting, or

          (iii) not more than 60 days before the date for payment of any
               dividend or distribution, or the date for the allotment of
               rights, or the date when any change, or conversion or exchange of
               capital stock shall go into effect, or the date on which any
               other lawful action shall be taken, as the record date for
               determining the stockholders entitled to receive payment of any
               such dividend or distribution, or to receive any such allotment
               of rights, or to exercise the rights in respect of any such
               change, conversion or exchange of capital stock or other lawful
               action of the corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, any such meeting and any adjournment thereof (provided, however,
that the Board of Directors may fix a new record date for an adjourned meeting),
or to give such consent, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, as the case
maybe, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.

     Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
if any, subject to the provisions of the Certificate of Incorporation, may be
declared by the Board of Directors (but not any committee thereof) at any
regular meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors


                                       15



from time to time, in their absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced, or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

     These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such special
meeting.


                                       16

EX-3.19(A)

                                                                   Exhibit 3.19a

                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 01:44 PM 12/21/2005
                                                     FILED 01:38 PM 12/21/2005
                                                   SRV 051047741 - 4082061 FILE

                         CERTIFICATE OF INCORPORATION OF

                        CONCRETE XXXIV ACQUISITION, INC.

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "corporation")
is

                        Concrete XXXIV Acquisition, Inc.

     SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 615 South
DuPont Highway, City of Dover, 19901, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Capitol Services, Inc.

     THIRD: The purpose of the corporation shall be to engage in any lawful act
or activity for which corporations maybe organized under the General Corporation
Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $1.00. All such shares are of one Class and are shares of Common
Stock.

     FIFTH: The name and the mailing address of the incorporator arc as follows:

               Stephanie A. Schweigart
               c/o U.S. Concrete, Inc.
               2925 Briarpark, Suite 1050
               Houston, Texas 77042

     SIXTH: The name and address of the person who is to serve as the initial
director of the corporation until the first annual meeting of stockholders or
until his successor is elected and qualified is:



               Donald Wayne
               c/o U.S. Concrete, Inc.
               2925 Briarpark, Suite 1050
               Houston, Texas 77042

     SEVENTH: The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed.
by, or in the mama provided in, the By-laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written ballot.

     EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.

     NINTH: To the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 10.2 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall 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.

     ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case maybe, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value


                                                                          Page 2


of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

     TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and,
all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

     THIRTEENTH: This certificate of incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the incorporator of the corporation hereto has caused
this certificate of incorporation to be duly executed as of December 21, 2005.


                                        /s/ Stephanie A. Schweigart
                                        ----------------------------------------
                                        Stephanie A. Schweigart, Incorporator


                                                                          Page 3

EX-3.19(B)

                                                                   Exhibit 3.19b

                   BY-LAWS OF CONCRETE XXXIV ACQUISITION, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the

     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
stating the place, date, and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

     Section 4. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President, or
the Secretary at the request in writing of the holders of not less than ten
percent (10%) of the voting power represented by all the shares issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Certificate of Incorporation provides for a different percentage, in which event
such provision of the Certificate of Incorporation shall govern. Such request
shall state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 5. Notice of Special Meetings. Written notice of a special meeting,
stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the date of the meeting.



     Section 6. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 7. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, determined as provided in Article V of these
By-Laws, or if those officers shall be absent therefrom, another officer of the
Corporation chosen as chairman present in person or by proxy and entitled to
vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation, or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by


                                        2



written ballot on any question or at the direction of such chairman that a vote
by written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     Section 9. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least 10 days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days before said meeting, either at
a place within the city where said meeting is to be held, which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder of record who shall be present thereat. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

     Section 10. Inspectors of Votes. At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and, after the balloting thereat on any question, shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder
of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.

     Section 11. Actions Without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                       3



                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation, or these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 2. Number, Qualification, and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall not be less
than one (1). Within the limits above specified, the number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the stockholders at any annual or special
meeting or otherwise pursuant to action of the stockholders. Directors need not
be stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article III, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders. Such election
shall be by written ballot.

     Section 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote by written ballot of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of this
Article III.

     Section 5. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
annual meeting next after their election and until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice


                                       4



of such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held immediately following the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

     Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board of Directors) shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 11. Remuneration. Unless otherwise expressly provided by resolution
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services; but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                             COMMITTEES OF DIRECTORS

     Section 12. Executive Committee; How Constituted and Powers. The Board of
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and


                                       5



authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

     Section 13. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     Section 14. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph, telex, cable, wireless,
or other form of recorded communication or be delivered personally or by
telephone to each member of the Executive Committee not later than the day
before the day on which such meeting is to be held. Notice of any such meeting
need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of
recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article III, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

     Section 15. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee.

     Section 16. Other Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of the Delaware General
Corporation Law, and the Certificate of Incorporation and these By-Laws, the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have the power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power to


                                       6



fill vacancies in the Board of Directors, the Executive Committee, or any other
committee or in their respective membership, to appoint or remove officers of
the Corporation, or to authorize the issuance of shares of the capital stock of
the Corporation, except that such a committee may, to the extent provided in
said resolutions, grant and authorize options and other rights with respect to
the common stock of the Corporation pursuant to and in accordance with any plan
approved by the Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings and specify what
notice thereof, if any, shall be given, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any such committee at any time to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

     Section 17. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

     Section 18. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

                                     GENERAL

     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

     Section 20. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting conducted pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV
                                     NOTICES

     Section 1. Type of Notice. Whenever, under the provisions of any applicable
statute, the Certificate of Incorporation, or these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in


                                       7



writing, in person or by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given in any manner permitted by Article III hereof and shall be deemed to be
given at the time when first transmitted by the method of communication so
permitted.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless, or other form of recorded communication may constitute such a waiver.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws, any notice is required to be given to any stockholder, such notice need
not be given to the stockholder if:

     (a)  notice of two consecutive annual meetings and all notices of meetings
          held during the period between those annual meetings, if any, or

     (b)  all (but in no event less than two) payments (if sent by first class
          mail) of distributions or interest on securities during a 12-month
          period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                    ARTICLE V
                                    OFFICERS

     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Controller, one or more Assistant Controllers, and such
other officers and agents as may be deemed necessary or advisable from time to
time, all of whom shall also be officers. Two or more offices may be held by the
same person.

     Section 2. Election or Appointment. The Board of Directors at its annual
meeting shall elect or appoint, as the case may be, the officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.

     Section 3. Salaries of Elected Officers. The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.


                                       8



     Section 4. Term. Each officer of the Corporation shall hold his office
until his successor is duly elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal, or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

     Section 5. Chairman of the Board. The Chairman of the Board, if one be
elected, shall be the chief executive officer of the Corporation and shall
preside when present at all meetings of the Board of Directors and, with the
approval of the President, may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

     Section 6. President. In the absence of a Chairman of the Board, the
President shall be the ranking and chief executive officer of the Corporation
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the chief operating officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. He shall preside, when present, at all
meetings of stockholders, except when the Chairman of the Board presides with
the approval of the President and as may otherwise be provided by statute, and,
in the absence of any other person designated thereto by these By-Laws, at all
meetings of the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and the stockholders are carried into effect. He shall
have general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.

     Section 7. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.

     Section 8. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President
(or in the event there shall be more than one, the Assistant Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the


                                       9



duties and exercise the powers of that Vice President, and shall perform such
other duties and have such other powers as the Board of Directors, the
President, or the Vice President under whose supervision he is appointed may
from time to time prescribe.

     Section 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
or other standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall keep and account for all books,
documents, papers, and records of the Corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.

     Section 10. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there shall be more than one, the Assistant Secretaries in the order designated
by the Board of Directors, or in the absence of any designation, then in the
order of their appointment) shall perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the President, or the Secretary may from time to time
prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.

     Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or refusal


                                       10



to act, the Assistant Treasurer (or in the event there shall be more than one,
the Assistant Treasurers in the order designated by the Board of Directors, or
in the absence of any designation, then in the order of their appointment) shall
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors, the
President, or the Treasurer may from time to time prescribe.

     Section 13. Controller. The Controller, if one is appointed, shall have
supervision of the accounting practices of the Corporation and shall prescribe
the duties and powers of any other accounting personnel of the Corporation. He
shall cause to be maintained an adequate system of financial control through a
program of budgets and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation shall be
conducted with the maximum efficiency and economy. If required, he shall prepare
a monthly report covering the operating results of the Corporation. The
Controller shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

     Section 14. Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or
in the event of his inability or refusal to act, the Assistant Controller (or,
if there shall be more than one, the Assistant Controllers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Controller and perform such other duties and have such other
powers as the Board of Directors, the President, or the Controller may from time
to time prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall 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 (all of such persons being hereafter referred to in this
Article as a "Corporate Functionary"), 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,
or 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 or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.


                                       11



     Section 2. Actions by or in the Right of the Corporation. The Corporation
shall 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 Corporate Functionary 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, 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.

     Section 3. Determination of Right to Indemnification. Any indemnification
under Sections 1 or 2 of this Article VI (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 Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the
Board of Directors by a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Right to Indemnification. Notwithstanding the other provisions
of this Article VI, to the extent that a Corporate Functionary has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), 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 5. Prepaid Expenses. Expenses incurred by a Corporate Functionary
in defending a civil, criminal, administrative, or investigative action, suit,
or proceeding shall 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 the Corporate Functionary to repay such amount if it shall
ultimately be determined he is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

     Section 6. Right to Indemnification upon Application: Procedure upon
Application. Any indemnification of a Corporate Functionary under Sections 2, 3
and 4, or any advance under Section 5, of this Article VI shall be made promptly
upon, and in any event within 60 days after, the written request of the
Corporate Functionary, unless with respect to applications under Sections 2, 3
or 5 of this Article VI, a determination is reasonably and promptly made by the
Board of Directors by majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, that such Corporate
Functionary acted in a manner set forth in such Sections as to justify the
Corporation in not indemnifying or making an advance of expenses to the
Corporate Functionary. If there are no directors who are not parties to such


                                       12



action, suit, or proceeding, the Board of Directors shall promptly direct that
independent legal counsel shall decide whether the Corporate Functionary acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance of expenses to the Corporate Functionary. The
right to indemnification or advance of expenses granted by this Article VI shall
be enforceable by the Corporate Functionary in any court of competent
jurisdiction if the Board of Directors or independent legal counsel denies his
claim, in whole or in part, or if no disposition of such claim is made within 60
days. The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

     Section 7. Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article VI shall not be
deemed exclusive of any other rights to which any person seeking indemnification
and for advancement of expenses or may be entitled under the By-Laws, or any
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, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Corporate Functionary
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. Any repeal or modification of these By-Laws or relevant
provisions of the Delaware General Corporation Law and other applicable law, if
any, shall not affect any then existing rights of a Corporate Functionary to
indemnification or advancement of expenses.

     Section 8. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may 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 this Article VI or the Delaware General Corporation Law.

     Section 9. Mergers. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. Savings Provision. If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding or


                                       13



action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated.

                                   ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

     Section 1. Right to Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President, or a Vice President
and by the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. If the Corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock;
provided, that, except as otherwise provided in Section 202 of the Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

     Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.


                                       14



     Section 5. Record Date. The Board of Directors may fix in advance a date,
not preceding the date on which the resolution fixing the record date is
adopted, and

     (i)  not more than 60 days nor less than 10 days preceding the date of any
          meeting of stockholders, as a record date for the determination of the
          stockholders entitled to notice of, and to vote at, any such meeting
          and any adjournment thereof,

     (ii) not more than 10 days after the date on which the resolution fixing
          the record date is adopted, as a record date in connection with
          obtaining a consent of the stockholders in writing to corporate action
          without a meeting, or

     (iii) not more than 60 days before the date for payment of any dividend or
          distribution, or the date for the allotment of rights, or the date
          when any change, or conversion or exchange of capital stock shall go
          into effect, or the date on which any other lawful action shall be
          taken, as the record date for determining the stockholders entitled to
          receive payment of any such dividend or distribution, or to receive
          any such allotment of rights, or to exercise the rights in respect of
          any such change, conversion or exchange of capital stock or other
          lawful action of the corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, any such meeting and any adjournment thereof (provided, however,
that the Board of Directors may fix a new record date for an adjourned meeting),
or to give such consent, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

     Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
if any, subject to the provisions of the Certificate of Incorporation, may be
declared by the Board of Directors (but not any committee thereof) at any
regular meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, thinks
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board of Directors shall think conducive to the


                                       15



interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced, or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

     These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such special
meeting.


                                       16

EX-3.20(A)

                                                                   Exhibit 3.20a

                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 01:44 PM 12/21/2005
                                                    FILED 01:39 PM. 12/21/2005
                                                   SRV 051047749 - 4082062 FILE

                         CERTIFICATE OF INCORPORATION OF

                         CONCRETE XXXV ACQUISITION, INC.

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "corporation")
is

                         Concrete XXXV Acquisition, Inc.

     SECOND: The address, including street, number, city and county, of the
registered office of the corporation in. the State of Delaware is 615 South
DuPont Highway, City of Dover, 19901, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Capitol Services, Inc.

     THIRD: The purpose of the corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $1.00. All such shares are of one class and are shares of Common Stock

     FIFTH: The name and the mailing address of the incorporator are as follows:

                    Stephanie A. Schweigart
                    c/o U.S. Concrete, Inc.
                    2925 Briarpark, Suite 1050
                    Houston, Texas 77042

     SIXTH: The name and address of the person who is to serve as the initial
director of the corporation until the first annual meeting of stockholders or
until his successor is elected and qualified is:



                    Donald Wayne
                    c/o U.S. Concrete, Inc.
                    2925 Briarpark, Suite 1050
                    Houston, Texas 77042

     SEVENTH: The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the manner provided in, the By-laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written ballot.

     EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.

     NINTH: To the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall 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.

     ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value


                                                                          Page 2


of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

     TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

     THIRTEENTH: This certificate of incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the incorporator of the corporation hereto has caused
this certificate of incorporation to be duly executed as of December 21, 2005.


                                        /s/ Stephanie A. Schweigart
                                        ----------------------------------------
                                        Stephanie A. Schweigart, Incorporator


                                                                          Page 3

EX-3.20(B)

                                                                   Exhibit 3.20b

                   BY-LAWS OF CONCRETE XXXV ACQUISITION, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors shall be held at such time and place, either
within or without the State of Delaware, as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting. Meetings
of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the

     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
stating the place, date, and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

     Section 4. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President, or
the Secretary at the request in writing of the holders of not less than ten
percent (10%) of the voting power represented by all the shares issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Certificate of Incorporation provides for a different percentage, in which event
such provision of the Certificate of Incorporation shall govern. Such request
shall state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 5. Notice of Special Meetings Written notice of a special meeting,
stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the date of the meeting.



     Section 6. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 7. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, determined as provided in Article V of these
By-Laws, or if those officers shall be absent therefrom, another officer of the
Corporation chosen as chairman present in person or by proxy and entitled to
vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation, or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by


                                       2



written ballot on any question or at the direction of such chairman that a vote
by written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     Section 9. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least 10 days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days before said meeting, either at
a place within the city where said meeting is to be held, which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder of record who shall be present thereat. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

     Section 10. Inspectors of Votes. At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and, after the balloting thereat on any question, shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder
of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.

     Section 11. Actions Without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                       3



                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation, or these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 2. Number, Qualification, and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall not be less
than one (1). Within the limits above specified, the number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the stockholders at any annual or special
meeting or otherwise pursuant to action of the stockholders. Directors need not
be stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article III, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders. Such election
shall be by written ballot.

     Section 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote by written ballot of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of this
Article III.

     Section 5. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
annual meeting next after their election and until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice


                                       4



of such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held immediately following the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

     Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board of Directors) shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 11. Remuneration. Unless otherwise expressly provided by resolution
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services; but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                             COMMITTEES OF DIRECTORS

     Section 12. Executive Committee; How Constituted and Powers. The Board of
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and


                                       5



authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

     Section 13. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     Section 14. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph, telex, cable, wireless,
or other form of recorded communication or be delivered personally or by
telephone to each member of the Executive Committee not later than the day
before the day on which such meeting is to be held. Notice of any such meeting
need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of
recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article III, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

     Section 15. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee.

     Section 16. Other Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of the Delaware General
Corporation Law, and the Certificate of Incorporation and these By-Laws, the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have the power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power to


                                       6



fill vacancies in the Board of Directors, the Executive Committee, or any other
committee or in their respective membership, to appoint or remove officers of
the Corporation, or to authorize the issuance of shares of the capital stock of
the Corporation, except that such a committee may, to the extent provided in
said resolutions, grant and authorize options and other rights with respect to
the common stock of the Corporation pursuant to and in accordance with any plan
approved by the Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings and specify what
notice thereof, if any, shall be given, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any such committee at any time to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

     Section 17. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

     Section 18. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

                                     GENERAL

     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

     Section 20. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting conducted pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV
                                     NOTICES

     Section 1. Type of Notice. Whenever, under the provisions of any applicable
statute, the Certificate of Incorporation, or these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in


                                       7



writing, in person or by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given in any manner permitted by Article III hereof and shall be deemed to be
given at the time when first transmitted by the method of communication so
permitted.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless, or other form of recorded communication may constitute such a waiver.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws, any notice is required to be given to any stockholder, such notice need
not be given to the stockholder if:

          (a)  notice of two consecutive annual meetings and all notices of
               meetings held during the period between those annual meetings, if
               any, or

          (b)  all (but in no event less than two) payments (if sent by first
               class mail) of distributions or interest on securities during a
               12-month period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                    ARTICLE V
                                    OFFICERS

     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Controller, one or more Assistant Controllers, and such
other officers and agents as may be deemed necessary or advisable from time to
time, all of whom shall also be officers. Two or more offices may be held by the
same person.

     Section 2. Election or Appointment. The Board of Directors at its annual
meeting shall elect or appoint, as the case may be, the officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.

     Section 3. Salaries of Elected Officers. The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.


                                       8



     Section 4. Term. Each officer of the Corporation shall hold his office
until his successor is duly elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal, or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

     Section 5. Chairman of the Board. The Chairman of the Board, if one be
elected, shall be the chief executive officer of the Corporation and shall
preside when present at all meetings of the Board of Directors and, with the
approval of the President, may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

     Section 6. President. In the absence of a Chairman of the Board, the
President shall be the ranking and chief executive officer of the Corporation
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the chief operating officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. He shall preside, when present, at all
meetings of stockholders, except when the Chairman of the Board presides with
the approval of the President and as may otherwise be provided by statute, and,
in the absence of any other person designated thereto by these By-Laws, at all
meetings of the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and the stockholders are carried into effect. He shall
have general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.

     Section 7. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.

     Section 8. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President
(or in the event there shall be more than one, the Assistant Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the


                                       9



duties and exercise the powers of that Vice President, and shall perform such
other duties and have such other powers as the Board of Directors, the
President, or the Vice President under whose supervision he is appointed may
from time to time prescribe.

     Section 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
or other standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall keep and account for all books,
documents, papers, and records of the Corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.

     Section 10. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there shall be more than one, the Assistant Secretaries in the order designated
by the Board of Directors, or in the absence of any designation, then in the
order of their appointment) shall perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the President, or the Secretary may from time to time
prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.

     Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or


                                       10



refusal to act, the Assistant Treasurer (or in the event there shall be more
than one, the Assistant Treasurers in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
appointment) shall perform the duties and exercise the powers of the Treasurer
and shall perform such other duties and have such other powers as the Board of
Directors, the President, or the Treasurer may from time to time prescribe.

     Section 13. Controller. The Controller, if one is appointed, shall have
supervision of the accounting practices of the Corporation and shall prescribe
the duties and powers of any other accounting personnel of the Corporation. He
shall cause to be maintained an adequate system of financial control through a
program of budgets and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation shall be
conducted with the maximum efficiency and economy. If required, he shall prepare
a monthly report covering the operating results of the Corporation. The
Controller shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

     Section 14. Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or
in the event of his inability or refusal to act, the Assistant Controller (or,
if there shall be more than one, the Assistant Controllers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Controller and perform such other duties and have such other
powers as the Board of Directors, the President, or the Controller may from time
to time prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall 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 (all of such persons being hereafter referred to in this
Article as a "Corporate Functionary"), 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,
or 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 or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.


                                       11



     Section 2. Actions by or in the Right of the Corporation. The Corporation
shall 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 Corporate Functionary 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, 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.

     Section 3. Determination of Right to Indemnification. Any indemnification
under Sections 1 or 2 of this Article VI (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 Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the
Board of Directors by a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Right to Indemnification. Notwithstanding the other provisions
of this Article VI, to the extent that a Corporate Functionary has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), 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 5. Prepaid Expenses. Expenses incurred by a Corporate Functionary
in defending a civil, criminal, administrative, or investigative action, suit,
or proceeding shall 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 the Corporate Functionary to repay such amount if it shall
ultimately be determined he is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

     Section 6. Right to Indemnification upon Application, Procedure upon
Application. Any indemnification of a Corporate Functionary under Sections 2, 3
and 4, or any advance under Section 5, of this Article VI shall be made promptly
upon, and in any event within 60 days after, the written request of the
Corporate Functionary, unless with respect to applications under Sections 2, 3
or 5 of this Article VI, a determination is reasonably and promptly made by the
Board of Directors by majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, that such Corporate
Functionary acted in a manner set forth in such Sections as to justify the
Corporation in not indemnifying or making an advance of expenses to the
Corporate Functionary. If there are no directors who are not parties to such


                                       12



action, suit, or proceeding, the Board of Directors shall promptly direct that
independent legal counsel shall decide whether the Corporate Functionary acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance of expenses to the Corporate Functionary. The
right to indemnification or advance of expenses granted by this Article VI shall
be enforceable by the Corporate Functionary in any court of competent
jurisdiction if the Board of Directors or independent legal counsel denies his
claim, in whole or in part, or if no disposition of such claim is made within 60
days. The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

     Section 7. Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article VI shall not be
deemed exclusive of any other rights to which any person seeking indemnification
and for advancement of expenses or may be entitled under the By-Laws, or any
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, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Corporate Functionary
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. Any repeal or modification of these By-Laws or relevant
provisions of the Delaware General Corporation Law and other applicable law, if
any, shall not affect any then existing rights of a Corporate Functionary to
indemnification or advancement of expenses.

     Section 8. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may 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 this Article VI or the Delaware General Corporation Law.

     Section 9. Mergers. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. Savings Provision. If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding or


                                       13



action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated.

                                   ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

     Section 1. Right to Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President, or a Vice President
and by the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. If the Corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock;
provided, that, except as otherwise provided in Section 202 of the Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

     Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.


                                       14



     Section 5. Record Date. The Board of Directors may fix in advance a date,
not preceding the date on which the resolution fixing the record date is
adopted, and

          (a)  not more than 60 days nor less than 10 days preceding the date of
               any meeting of stockholders, as a record date for the
               determination of the stockholders entitled to notice of, and to
               vote at, any such meeting and any adjournment thereof,

          (b)  not more than 10 days after the date on which the resolution
               fixing the record date is adopted, as a record date in connection
               with obtaining a consent of the stockholders in writing to
               corporate action without a meeting, or

          (c)  not more than 60 days before the date for payment of any dividend
               or distribution, or the date for the allotment of rights, or the
               date when any change, or conversion or exchange of capital stock
               shall go into effect, or the date on which any other lawful
               action shall be taken, as the record date for determining the
               stockholders entitled to receive payment of any such dividend or
               distribution, or to receive any such allotment of rights, or to
               exercise the rights in respect of any such change, conversion or
               exchange of capital stock or other lawful action of the
               corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, any such meeting and any adjournment thereof (provided, however,
that the Board of Directors may fix a new record date for an adjourned meeting),
or to give such consent, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

     Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
if any, subject to the provisions of the Certificate of Incorporation, may be
declared by the Board of Directors (but not any committee thereof) at any
regular meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.


                                       15



     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, thinks
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced, or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

     These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such special
meeting.


                                       16

EX-3.21(A)

                                                                   Exhibit 3.21a

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 01:44 PM 12/21/2005
                                                     FILED 01:40 PM 12/21/2005
                                                   SRV 051047757 - 4082066 FILE

                         CERTIFICATE OF INCORPORATION OF

                        CONCRETE XXXVI ACQUISITION, INC.

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "corporation")
is

                        Concrete XXXVI Acquisition, Inc.

     SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 615 South
DuPont Highway, City of Dover, 19901, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Capitol Services, Inc.

     THIRD: The purpose of the corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $1.00. All such shares are of one class and are shares of Common
Stock.

     FIFTH: The name and the mailing address of the incorporator are as follows:

          Stephanie A. Schweigart
          c/o U.S. Concrete, Inc.
          2925 Briarpark, Suite 1050
          Houston, Texas 77042

     SIXTH: The name and address of the person who is to serve as the initial
director of the corporation until the first annual meeting of stockholders or
until his successor is elected and qualified is:

          Donald Wayne
          c/o U.S. Concrete, Inc.
          2925 Briarpark, Suite 1050
          Houston, Texas 77042

     SEVENTH: The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall


                                       1



constitute the whole Board of Directors shall be fixed by, or in the manner
provided in, the By-laws. The phrase "whole Board" and the phrase "total number
of directors" shall be deemed to have the same meaning, to wit, the total number
of directors which the corporation would have if there were no vacancies. No
election of directors need be by written ballot.

     EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.

     NINTH: To the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall 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.

     ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.


                                       2



     TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

     THIRTEENTH: This certificate of incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the incorporator of the corporation hereto bas caused
this certificate of incorporation to be duly executed as of December 21, 2005.


                                        /s/ Stephanie A. Schweigart
                                        ----------------------------------------
                                        Stephanie A. Schweigart, Incorporator


                                       3

EX-3.21(B)

                                                                   Exhibit 3.21b

                   BY-LAWS OF CONCRETE XXXVI ACQUISITION, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the

     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
stating the place, date, and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

     Section 4. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President, or
the Secretary at the request in writing of the holders of not less than ten
percent (10%) of the voting power represented by all the shares issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Certificate of Incorporation provides for a different percentage, in which event
such provision of the Certificate of Incorporation shall govern. Such request
shall state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 5. Notice of Special Meetings. Written notice of a special meeting,
stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the date of the meeting.


                                        1



     Section 6. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 7. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, determined as provided in Article V of these
By-Laws, or if those officers shall be absent therefrom, another officer of the
Corporation chosen as chairman present in person or by proxy and entitled to
vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation, or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by


                                        2



written ballot on any question or at the direction of such chairman that a vote
by written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     Section 9. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least 10 days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days before said meeting, either at
a place within the city where said meeting is to be held, which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder of record who shall be present thereat. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

     Section 10. Inspectors of Votes. At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and, after the balloting thereat on any question, shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder
of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.

     Section 11. Actions Without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                        3



                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation, or these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 2. Number, Qualification, and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall not be less
than one (1). Within the limits above specified, the number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the stockholders at any annual or special
meeting or otherwise pursuant to action of the stockholders. Directors need not
be stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article III, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders. Such election
shall be by written ballot.

     Section 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote by written ballot of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of this
Article III.

     Section 5. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
annual meeting next after their election and until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors maybe held in the manner provided by statute.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice


                                        4



of such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held immediately following the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

     Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board of Directors) shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 11. Remuneration. Unless otherwise expressly provided by resolution
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services; but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                             COMMITTEES OF DIRECTORS

     Section 12. Executive Committee; How Constituted and Powers. The Board of
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and


                                        5



authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

     Section 13. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     Section 14. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph, telex, cable, wireless,
or other form of recorded communication or be delivered personally or by
telephone to each member of the Executive Committee not later than the day
before the day on which such meeting is to be held. Notice of any such meeting
need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of
recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article III, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

     Section 15. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee.

     Section 16. Other Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of the Delaware General
Corporation Law, and the Certificate of Incorporation and these By-Laws, the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have the power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power to


                                        6



fill vacancies in the Board of Directors, the Executive Committee, or any other
committee or in their respective membership, to appoint or remove officers of
the Corporation, or to authorize the issuance of shares of the capital stock of
the Corporation, except that such a committee may, to the extent provided in
said resolutions, grant and authorize options and other rights with respect to
the common stock of the Corporation pursuant to and in accordance with any plan
approved by the Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings and specify what
notice thereof, if any, shall be given, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any such committee at any time to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

     Section 17. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

     Section 18. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

                                     GENERAL

     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

     Section 20. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting conducted pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV
                                     NOTICES

     Section 1. Type of Notice. Whenever, under the provisions of any applicable
statute, the Certificate of Incorporation, or these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in


                                        7



writing, in person or by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given in any manner permitted by Article III hereof and shall be deemed to be
given at the time when first transmitted by the method of communication so
permitted.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless, or other form of recorded communication may constitute such a waiver.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws, any notice is required to be given to any stockholder, such notice need
not be given to the stockholder if:

     (a)  notice of two consecutive annual meetings and all notices of meetings
          held during the period between those annual meetings, if any, or

     (b)  all (but in no event less than two) payments (if sent by first class
          mail) of distributions or interest on securities during a 12-month
          period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                   ARTICLE V
                                    OFFICERS

     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Controller, one or more Assistant Controllers, and such
other officers and agents as may be deemed necessary or advisable from time to
time, all of whom shall also be officers. Two or more offices may be held by the
same person.

     Section 2. Election or Appointment. The Board of Directors at its annual
meeting shall elect or appoint, as the case may be, the officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.

     Section 3. Salaries of Elected Officers. The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.


                                        8



     Section 4. Term. Each officer of the Corporation shall hold his office
until his successor is duly elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal, or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

     Section 5. Chairman of the Board. The Chairman of the Board, if one be
elected, shall be the chief executive officer of the Corporation and shall
preside when present at all meetings of the Board of Directors and, with the
approval of the President, may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

     Section 6. President. In the absence of a Chairman of the Board, the
President shall be the ranking and chief executive officer of the Corporation
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the chief operating officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. He shall preside, when present, at all
meetings of stockholders, except when the Chairman of the Board presides with
the approval of the President and as may otherwise be provided by statute, and,
in the absence of any other person designated thereto by these By-Laws, at all
meetings of the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and the stockholders are carried into effect. He shall
have general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.

     Section 7. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.

     Section 8. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President
(or in the event there shall be more than one, the Assistant Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the


                                        9



duties and exercise the powers of that Vice President, and shall perform such
other duties and have such other powers as the Board of Directors, the
President, or the Vice President under whose supervision he is appointed may
from time to time prescribe.

     Section 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
or other standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall keep and account for all books,
documents, papers, and records of the Corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.

     Section 10. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there shall be more than one, the Assistant Secretaries in the order designated
by the Board of Directors, or in the absence of any designation, then in the
order of their appointment) shall perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the President, or the Secretary may from time to time
prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.

     Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or


                                       10



refusal to act, the Assistant Treasurer (or in the event there shall be more
than one, the Assistant Treasurers in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
appointment) shall perform the duties and exercise the powers of the Treasurer
and shall perform such other duties and have such other powers as the Board of
Directors, the President, or the Treasurer may from time to time prescribe.

     Section 13. Controller. The Controller, if one is appointed, shall have
supervision of the accounting practices of the Corporation and shall prescribe
the duties and powers of any other accounting personnel of the Corporation. He
shall cause to be maintained an adequate system of financial control through a
program of budgets and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation shall be
conducted with the maximum efficiency and economy. If required, he shall prepare
a monthly report covering the operating results of the Corporation. The
Controller shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

     Section 14. Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or
in the event of his inability or refusal to act, the Assistant Controller (or,
if there shall be more than one, the Assistant Controllers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Controller and perform such other duties and have such other
powers as the Board of Directors, the President, or the Controller may from time
to time prescribe.

                                   ARTICLE VI
                                INDEMNIFICATION

     Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall 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 (all of such persons being hereafter referred to in this
Article as a "Corporate Functionary"), 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,
or 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 or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.


                                       11



     Section 2. Actions by or in the Right of the Corporation. The Corporation
shall 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 Corporate Functionary 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, 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.

     Section 3. Determination of Right to Indemnification. Any indemnification
under Sections 1 or 2 of this Article VI (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 Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the
Board of Directors by a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Right to Indemnification. Notwithstanding the other provisions
of this Article VI, to the extent that a Corporate Functionary has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), 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 5. Prepaid Expenses. Expenses incurred by a Corporate Functionary
in defending a civil, criminal, administrative, or investigative action, suit,
or proceeding shall 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 the Corporate Functionary to repay such amount if it shall
ultimately be determined he is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

     Section 6. Right to Indemnification upon Application; Procedure upon
Application. Any indemnification of a Corporate Functionary under Sections 2, 3
and 4, or any advance under Section 5, of this Article VI shall be made promptly
upon, and in any event within 60 days after, the written request of the
Corporate Functionary, unless with respect to applications under Sections 2, 3
or 5 of this Article VI, a determination is reasonably and promptly made by the
Board of Directors by majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, that such Corporate
Functionary acted in a manner set forth in such Sections as to justify the
Corporation in not indemnifying or making an advance of expenses to the
Corporate Functionary. If there are no directors who are not parties to such


                                       12



action, suit, or proceeding, the Board of Directors shall promptly direct that
independent legal counsel shall decide whether the Corporate Functionary acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance of expenses to the Corporate Functionary. The
right to indemnification or advance of expenses granted by this Article VI shall
be enforceable by the Corporate Functionary in any court of competent
jurisdiction if the Board of Directors or independent legal counsel denies his
claim, in whole or in part, or if no disposition of such claim is made within 60
days. The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

     Section 7. Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article VI shall not be
deemed exclusive of any other rights to which any person seeking indemnification
and for advancement of expenses or maybe entitled under the By-Laws, or any
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, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Corporate Functionary
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. Any repeal or modification of these By-Laws or relevant
provisions of the Delaware General Corporation Law and other applicable law, if
any, shall not affect any then existing rights of a Corporate Functionary to
indemnification or advancement of expenses.

     Section 8. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may 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 this Article VI or the Delaware General Corporation Law.

     Section 9. Mergers. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. Savings Provision. If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding or


                                       13



action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated.

                                   ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

     Section 1. Right to Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President, or a Vice President
and by the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. If the Corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock;
provided, that, except as otherwise provided in Section 202 of the Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

     Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.


                                       14



     Section 5. Record Date. The Board of Directors may fix in advance a date,
not preceding the date on which the resolution fixing the record date is
adopted, and

          (i)  not more than 60 days nor less than 10 days preceding the date of
               any meeting of stockholders, as a record date for the
               determination of the stockholders entitled to notice of, and to
               vote at, any such meeting and any adjournment thereof,

          (ii) not more than 10 days after the date on which the resolution
               fixing the record date is adopted, as a record date in connection
               with obtaining a consent of the stockholders in writing to
               corporate action without a meeting, or

          (iii) not more than 60 days before the date for payment of any
               dividend or distribution, or the date for the allotment of
               rights, or the date when any change, or conversion or exchange of
               capital stock shall go into effect, or the date on which any
               other lawful action shall be taken, as the record date for
               determining the stockholders entitled to receive payment of any
               such dividend or distribution, or to receive any such allotment
               of rights, or to exercise the rights in respect of any such
               change, conversion or exchange of capital stock or other lawful
               action of the corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, any such meeting and any adjournment thereof (provided, however,
that the Board of Directors may fix a new record date for an adjourned meeting),
or to give such consent, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

     Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
if any, subject to the provisions of the Certificate of Incorporation, may be
declared by the Board of Directors (but not any committee thereof) at any
regular meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors


                                       15



from time to time, in their absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced, or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

     These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such special
meeting.


                                       16

EX-3.23(A)

                                                                   Exhibit 3.23a

                                                                FILED
                                                         in the Office of the
                                                     Secretary of State of Texas

                                                             APR 30 1999

                                                         Corporations Section

                             ARTICLES OF CONVERSION
                                       OF
                            INGRAM ENTERPRISES, INC.

     Pursuant to the provisions of Article 5.17 of the Texas Business
Corporation Act and Section 2.15 of the Texas Revised Limited Partnership Act,
the undersigned corporation does hereby adopt the following Articles of
Conversion for the purpose of converting Ingram Enterprises, Inc., a Texas
corporation (the "Converting Entity"), into Ingram Enterprises, L.P., a Texas
limited partnership (the "Converted Entity"), and does hereby certify as
follows:

     1. The name of the Converting Entity is Ingram Enterprises, Inc. The
Converting Entity is a corporation incorporated under the laws of the State of
Texas.

     2. A Plan of Conversion has been adopted and approved by the Converting
Entity.

     3. An executed plan of Conversion is on file at the principal place of
business of the Converting Entity, located it 2020 Fisk, Brownwood, Texas 76801.
Such executed Plan of Conversion will be on file, from and after the conversion,
at the principal place of business of the Converted Entity, which is located at
2020 Fisk, Brownwood, Texas 76801.

     4. A copy of the Plan of Conversion will be furnished by the Converting
Entity (prior to the conversion) or the Converted Entity (after the conversion),
on written request and without cost, to any shareholder of the Converting Entity
and to any partner of the Converted Entity.

     5. The number of shares of stock of the Converting Entity outstanding as of
the date hereof is one thousand (1,000).

     6. The number if shares of stock of the Converting Entity outstanding, not
entitled to vote only as a class, voted: (i) in favor of the Plan of Conversion
was one thousand (1,000); and (ii) against the Plan of Conversion was zero (0).

     7. The Converted Entity shall be responsible for the payment of all fees
and franchise taxes required by law and for which the Converting Entity was
responsible prior to the conversion; and the Converted Entity shall be obligated
to pay any and all such fees and franchise taxes if the same are not timely paid
by the Converting Entity.

Dated this 28th day of April, 1999.


                                        INGRAM ENTERPRISES, INC.,
                                        a Texas corporation


                                        By: /s/ John C. Miller
                                            ------------------------------------
                                        Name: John C. Miller
                                        Title: Secretary

EX-3.23(B)

                                                                   Exhibit 3.23b

                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                            INGRAM ENTERPRISES, L.P.

     The undersigned General Partner, desiring to form a limited partnership
under the provisions of the Texas Revised Limited Partnership (the "Act"),
hereby certifies as follows:

     1. The name of the limited partnership is Ingrain Enterprises, LP.

     2. The address of the limited partnership's registered office is 4301
Danhill Drive, Brownwood, Texas 76801. The name of the limited partnership's
registered agent for service of process is Jerry Roberts. The address of the
registered agent is 4301 Danhill Drive, Brownwood, Texas 76801.

     3. The address of the principal office where records are required to be
kept or made available is 4301 Danhill Drive, Brownwood, Texas 76801.

     4. The name, mailing address, and street address of the business of the
sole general partner is as follows:



Name                                    Mailing and Street Address
- ----                                    --------------------------
                                     
INGRAM ENTERPRISES MANAGEMENT, INC.     1445 MacArthur, Suite 136,
                                        Carrollton, Texas 75007


     5. This certificate of limited partnership shall be effective on the date
of filing with the Secretary of State of the State of Texas.

     6. The limited partnership is being formed pursuant to a plan of conversion
under Section 2.15 of the Act.

     7. The name of the converting entity is Ingram Enterprises, Inc., a Texas
business corporation. The address of Ingram Enterprises, Inc. is 2020 Fisk,
Brownwood, Texas 76801. Its date of incorporation was April 26, 1982, and its
jurisdiction of incorporation is Texas.

     The undersigned affirms, under the penalties of perjury, that this
certificate is executed on the 28th day of April, 1999, and to the best
knowledge and belief of the undersigned, the facts stated in this certificate
are true.

                                        INGRAM ENTERPRISES MANAGEMENT, INC.,
                                        a Texas corporation


                                        By: /s/ John C. Miller
                                            ------------------------------------
                                        Name: John C. Miller
                                        Title: Secretary

EX-3.23(C)

                                                                   Exhibit 3.23c

                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                             DEC 21 2001

                                                        Corporations Section

                            CERTIFICATE OF MERGER OF
                              MORRIS CONCRETE, L.P.
                          (A TEXAS LIMITED PARTNERSHIP)
                                      INTO
                            INGRAM ENTERPRISES, L.P.
                          (A TEXAS LIMITED PARTNERSHIP)

     Pursuant to the provisions of Section 2.11 of the Texas Revised Limited
Partnership Act, the undersigned adopt the following Certificate of Merger.

     An Agreement and Plan of Merger (the "Plan of Merger") have been adopted in
accordance with the provisions of Section 2.11 of the Texas Revised Limited
Partnership Act providing for the merger of Morris Concrete, L.P., a Texas
limited partnership ("Morris") and Ingram Enterprises, L.P., a Texas limited
partnership ("Ingram"), resulting in Ingram being the surviving limited
partnership.

     1. Name and State of Formation. The names of the limited partnerships
participating in the merger and the states under the laws of which they are
organized are as follows:



Name and Organizational Form     State
- ----------------------------     -----
                              
Ingram Enterprises, L.P.         Texas
   a Texas limited partnership

Morris Concrete, L.P.            Texas
   a Texas limited partnership


     2. Plan of Merger Authorized and Approved. As to each party to the Plan of
Merger, the Plan of Merger was duly authorized and approved by all action
required by the laws under which it was formed or organized and by its
constituent documents.

     3. No Changes to Certificate of Limited Partnership. No amendments or
changes to the certificate of limited partnership of Ingram shall be effected by
the merger.

     4. Executed Plan. An executed Plan of Merger is on file at the principal
place of business of the surviving limited partnership at the following address:

                            Ingram Enterprises, L.P.
                                  4301 Danhill
                             Brownwood, Texas 76801



     5. Copies of Plan. Ingram and Morris have complied with the provisions of
their respective partnership agreements regarding furnishing partners copies or
summaries of the Plan of Merger or notices regarding the merger.

     6. Delayed Effectiveness. The merger shall be effective as of 12:01 a.m.,
Central Standard Time, January 1, 2002.

Date: December 21, 2001


                                        MORRIS CONCRETE, L.P.,
                                        a Texas limited partnership

                                        By: Ingram Enterprises Management, Inc.,
                                            a Texas corporation, its sole
                                            general partner.


                                        By: /s/ Jerry Robert
                                            ------------------------------------
                                        Name: Jerry Robert
                                        Title: President


                                        INGRAM ENTERPRISES, L.P.,
                                        a Texas limited partnership

                                        By: Ingram Enterprises Management,
                                            Inc., a Texas Corporations, its
                                            sole general partner


                                        By: /s/ Jerry Robert
                                            ------------------------------------
                                        Name: Jerry Robert
                                        Title: President

EX-3.23(D)

                                                                   Exhibit 3.23d

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                            INGRAM ENTERPRISES, L.P.



                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            INGRAM ENTERPRISES, L.P.

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 1................................................................      1
1.1   Definitions........................................................      1
1.2   References.........................................................      7

ARTICLE 2................................................................      7
2.1   Formation of the Limited Partnership...............................      7
2.2   Partnership Name...................................................      7
2.3   Purpose............................................................      8
2.4   Principal and Registered Office....................................      8
2.5   Term of the Partnership............................................      8

ARTICLE 3................................................................      8
3.1   Initial Capital Contribution of General Partner....................      8
3.2   Initial Capital Contribution of Limited Partners...................      8
3.3   Authorization of Partner Loans.....................................      8
3.4   Additional Capital Contributions...................................      9

ARTICLE 4................................................................      9
4.1   Distribution of Net Cash Flow......................................      9
4.2   Distribution of Net Proceeds of a Capital Transaction..............      9
4.3   Return of and Interest on Capital Contributions....................      9
4.4   Payments...........................................................      9
4.5   In-Kind Distributions..............................................      9
4.6   Allocations of Net Profit and Net Loss.............................      9



                                        i



                                                                         
4.7   Partnership Minimum Gain Chargeback................................     11
4.8   Minimum Gain Chargeback for Partner Nonrecourse Debt...............     11
4.9   Qualified Income Offset............................................     11
4.10  Limit on Loss Allocations..........................................     11
4.11  Net Loss from Partner Nonrecourse Debt.............................     12
4.12  Nonrecourse Deductions.............................................     12
4.13  Code Section 754 Adjustments.......................................     12
4.14  Reversal of Mandatory Allocations..................................     12
4.15  Compliance with Code...............................................     12
4.16  Tax Allocations -- Code Section 704(c).............................     12
4.17  Allocation on Transfer.............................................     13
4.18  Minimum Interest of General Partner................................     13

ARTICLE 5................................................................     13
5.1   Capital Accounts...................................................     13
5.2   Adjustment for In-Kind Distributions...............................     13
5.3   Property Revaluation...............................................     14
5.4   Interpretation.....................................................     14
5.5   Obligation to Repay or Restore.....................................     14
5.6   Tax Elections......................................................     15

ARTICLE 6................................................................     15
6.1   Operating Expenses and Reimbursements..............................     15

ARTICLE 7................................................................     15
7.1   Admission of Additional Partners...................................     15
7.2   Assignment or Transfer of Partnership Interests....................     15




                                       ii



                                                                         
ARTICLE 8................................................................     16
8.1   Powers of General Partner..........................................     16
8.2   Authority as to Third Persons......................................     19
8.3   Compensation and Expenses of the General Partner...................     19
8.4   Covenants of the General Partner...................................     19
8.5   Limitations on Authority...........................................     19
8.6   No Withdrawal From Partnership.....................................     19
8.7   Officers...........................................................     19

ARTICLE 9................................................................     20
9.1   Dissolution........................................................     20
9.2   Continuation.......................................................     20
9.3   Events Affecting a Limited Partner.................................     20
9.4   Liquidation Procedures.............................................     20
9.5   Termination........................................................     21
9.6   No Petition for Dissolution........................................     21
9.7   Compliance with Timing Requirements of Treasury Regulations........     22

ARTICLE 10...............................................................     22
10.1  Financial and Tax Accounting and Reports...........................     22
10.2  Valuation..........................................................     22
10.3  Supervision; Inspection of Books...................................     22
10.4  Consent in Lieu of Meeting.........................................     22
10.5  Withholding........................................................     22

ARTICLE 11...............................................................     23
11.1  Execution and Filing of Documents..................................     23
11.2  Other Instruments and Acts.........................................     23
11.3  Binding Agreement..................................................     23




                                       iii



                                                                         
11.4  Governing Law......................................................     23
11.5  Notices............................................................     23
11.6  Power of Attorney..................................................     23
11.7  Amendment..........................................................     24
11.8  Entire Agreement...................................................     25
11.9  Titles; Subtitles..................................................     25
11.10 Exculpation........................................................     25
11.11 Indemnification of the General Partner.............................     25
11.12 Limitation of Liability of the Limited Partners....................     25
11.13 Ambiguities........................................................     25
11.14 No Right to Partition..............................................     26




                                       iv



                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            INGRAM ENTERPRISES, L.P.

     THIS AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of this ___
day of April, 1999, by and between Ingram Enterprises Management, Inc., a Texas
corporation (the "General Partner") and Atlas Investments Inc., a Nevada
corporation (the "Limited Partner").

     NOW, THEREFORE, the General Partner and the Limited Partner hereby agree to
the terms and conditions of this Agreement of Limited Partnership as follows:

                                   ARTICLE 1.

                            DEFINITIONS; REFERENCES

     1.1  Definitions. Unless the context requires otherwise, the following
          terms shall have the meanings specified in this Section 1.1:

          1.1.1 Act: The Texas Revised Limited Partnership Act.

          1.1.2 Additional Capital Contributions: The additional capital
               contributions described in Section 3.4.

          1.1.3 Adjusted Capital Account Deficit: With respect to any Partner,
               the deficit balance, if any, in such Partner's Capital Account as
               of the end of the relevant taxable year, after giving effect to
               the following adjustments:

               (a)  Credit to such Capital Account any amounts which such
                    Partner (1) is obligated to restore to the Partnership upon
                    liquidation of its interest in the Partnership (or which is
                    so treated pursuant to Regulations Section
                    1.704-1(b)(2)(ii)(c)) pursuant to the terms of this
                    Agreement or under state law or (2) is deemed to be
                    obligated to restore pursuant to the penultimate sentences
                    of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and
                    (3) the Partner's share (as determined under Code Section
                    752) of any recourse indebtedness of the Partnership to the
                    extent that such indebtedness could not be repaid out of the
                    Partnership's assets if all of the Partnership's assets were
                    sold at their respective Book Values as of the end of the
                    Fiscal Year or other period and the proceeds from the sales
                    were used to pay the Partnership's liabilities; and

               (b)  Debit to such Capital Account the items described in
                    Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5),
                    and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

               The foregoing definition of Adjusted Capital Account Deficit is
               intended to comply with the provisions of Section
               1.704-1(b)(2)(ii)(d) of the


                                        1



               Regulations and shall be interpreted consistently therewith. For
               purposes of clause (a)(3) above, the amounts computed pursuant to
               clause (a)(1) above for each Partner shall be considered to be
               proceeds from the sale of the assets of the Partnership to the
               extent such amounts would be available to satisfy (directly or
               indirectly) the indebtedness specified in clause (a)(3).

          1.1.4 Affiliate: With respect to any Person, a Person that directly or
               indirectly, through one or more intermediaries, controls, is
               controlled by, or is under common control with the Person in
               question. As used herein, the term "control" means the
               possession, directly or indirectly, of the power to direct or
               cause the direction of the management and policies of a Person,
               whether through ownership of voting securities or interests, by
               contract, or otherwise.

          1.1.5 Agreement: This Agreement of Limited Partnership of Ingram
               Enterprises, L.P. and any amendments hereto.

          1.1.6 Bankruptcy: A Person shall be deemed bankrupt if:

               (a)  any proceeding is commenced against such Person as "debtor"
                    for any relief under bankruptcy or insolvency laws, or laws
                    relating to the relief of debtors, reorganizations,
                    arrangements, compositions, or extensions and such
                    proceeding is not dismissed within sixty (60) days after
                    such proceeding has commenced, or

               (b)  such Person commences any proceeding for relief under
                    bankruptcy or insolvency laws or laws relating to the relief
                    of debtors, reorganizations, arrangements, compositions, or
                    extensions.

          1.1.7 Book Value: With respect to any asset, the asset's adjusted
               basis for federal income tax purposes, except as follows:

               (a)  the initial Book Value of any asset contributed (or deemed
                    contributed under Regulations Section 1.708-1(b)(1)(iv)) by
                    a Partner to the Partnership shall be the asset's gross fair
                    market value at the time of the contribution;

               (b)  the Book Value of all Partnership assets shall be adjusted
                    to equal their respective gross fair market values, as
                    determined by the General Partner in its reasonable
                    judgment:

                    (i)  if the General Partner reasonably determines an
                         adjustment is necessary or appropriate to reflect the
                         relative economic interests of the Partners in the
                         Partnership as of (1) the acquisition of an additional
                         interest in the Partnership by any new or existing
                         Partner in exchange for more than a de


                                        2



                         minimis capital contribution, or (2) the distribution
                         by the Partnership to a Partner of more than a de
                         minimis amount of Partnership property as consideration
                         for an interest in the Partnership; and

                    (ii) as of the liquidation of the Partnership within the
                         meaning of Regulations Section 1.704-1(b)(2)(ii)(g);

               (c)  the Book Value of any Partnership asset distributed to any
                    Partner will be the gross fair market value of the asset on
                    the date of distribution; and

               (d)  the Book Values of Partnership assets will be increased or
                    decreased to reflect any adjustment to the adjusted basis of
                    the assets under Code Sections 734(b) or 743(b), but only to
                    the extent that the adjustment is taken into account in
                    determining Capital Accounts under Regulations Section
                    1.704-1(b)(2)(iv)(m), provided that Book Values will not be
                    adjusted hereunder to the extent that the General Partner
                    determines that an adjustment under clause (b) is necessary
                    or appropriate in connection with a transaction that would
                    otherwise result in an adjustment under this clause (d).

               After the Book Value of any asset has been adjusted under clause
               (a), clause (b) or clause (d) above, Book Value will be adjusted
               by the Depreciation taken into account with respect to the asset
               for purposes of computing Net Profit and Net Loss.

          1.1.8 Capital Account: The capital account of a Partner established
               and maintained in accordance with Section 5.1.

          1.1.9 Capital Contributions: With respect to any Partner, the amount
               of money actually contributed (or deemed contributed pursuant to
               Regulations Section 1.704-1(b)(2)(iv)(c)) to the Partnership and
               the initial Book Value of any property (other than money)
               contributed to the Partnership with respect to the interest in
               the Partnership held by that Partner (net of any liabilities
               secured by such property that the Partnership is considered to
               assume or to take subject to Code Section 752). Any reference in
               this Agreement to the Capital Contribution of a Partner will
               include a Capital Contribution made by any prior Partner with
               respect to the Partnership interest of the Partner.

          1.1.10 Capital Transaction: The sale, exchange or other disposition of
               all or any portion of the property of the Partnership other than
               in the ordinary course of business of the Partnership. Capital
               Transactions include the financing or refinancing of Partnership
               property which creates excess funds not


                                        3



               needed for Operations and which funds, in the opinion of the
               General Partner, are available for distribution to the Partners.

          1.1.11 Code: The United States Internal Revenue Code of 1986, as now
               existing or hereafter amended. References to sections of the Code
               include successor provisions to those sections.

          1.1.12 Depreciation: For each taxable year or other period, an amount
               equal to the depreciation, amortization or other cost recovery
               deduction allowable with respect to an asset for the year or
               other period, except that if the Book Value of an asset differs
               from its adjusted basis for federal income tax purposes at the
               beginning of the year or other period, Depreciation will be an
               amount which bears the same ratio to the beginning Book Value as
               the federal income tax depreciation, amortization or other cost
               recovery deduction for the year or other period bears to the
               beginning adjusted tax basis, provided that if the federal income
               tax depreciation, amortization, or other cost recovery deduction
               for the year or other period is zero, Depreciation will be
               determined with reference to the beginning Book Value using any
               reasonable method selected by the General Partner.

          1.1.13 Fiscal Year: The period commencing on January 1 of each year
               and ending on December 31 of such year.

          1.1.14 General Partner: Ingram Enterprises Management, Inc., a Texas
               corporation.

          1.1.15 Gross Income: For each Fiscal Year or other period, an amount
               equal to the Partnership's gross income as determined for federal
               income tax purposes for such Fiscal Year or period but computed
               with the adjustments specified in Section 1.1.20(a) and (c).

          1.1.16 Initial Capital Contributions: The Capital Contributions of the
               General Partner made pursuant to Section 3.1 and the Limited
               Partners made pursuant to Sections 3.2 and 3.3.

          1.1.17 Limited Partner: Atlas Investments Inc., a Nevada corporation,
               and each Person who is admitted to the Partnership as a Limited
               Partner and shown as a Limited Partner on the books and records
               of the Partnership.

          1.1.18 Net Cash Flow: All cash funds from operations of the
               Partnership on hand or on deposit from time to time after (i)
               payment of all operating expenses payable as of the date in
               question, (ii) provision for payment of all outstanding and
               unpaid Partnership obligations due and payable as of the date in
               question or within sixty (60) days thereafter, and (iii) the
               establishment of such reasonable reserves as the General Partner,
               in its sole discretion, deems appropriate for the operating needs
               of the Partnership. "Net Cash Flow" shall not include or reflect
               any proceeds received or expenses incurred in connection with a
               Capital Transaction.


                                        4



          1.1.19 Net Proceeds of a Capital Transaction: The net proceeds
               received by the Partnership in connection with a Capital
               Transaction after payment of all costs and expenses incurred by
               the Partnership in connection with such Capital Transaction,
               including, without limitation, brokers' commissions, loan fees,
               other closing costs, the cost of any alteration, improvement,
               restoration or repair of Partnership assets necessitated by or
               incurred in connection with such Capital Transaction, any
               reserves that the General Partner believes in good faith should
               be established and the payment of any loans owed by the
               Partnership to any of the Partners, plus any other loans that
               should be appropriately paid, as determined by the General
               Partner in its reasonable discretion.

          1.1.20 Net Profit and Net Loss: For each Fiscal Year or other period,
               an amount equal to the Partnership's taxable income or loss for
               such Fiscal Year or period, determined in accordance with Code
               Section 703(a) (for this purpose, all items of income, gain, loss
               or deduction required to be stated separately pursuant to Code
               Section 703(a)(1) shall be included in taxable income or loss)
               with the following adjustments:

               (a)  any income of the Partnership that is exempt from federal
                    income tax and not otherwise taken into account in computing
                    Net Profit or Net Loss shall be added to such taxable income
                    or loss;

               (b)  any expenditures of the Partnership described in Code
                    Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
                    expenditures under Regulations Section 1.704-1(b)(2)(iv)(i)
                    and not otherwise taken into account in computing Net Profit
                    or Net Loss shall be subtracted from such taxable income or
                    loss;

               (c)  gain or loss resulting from any disposition of Partnership
                    property with respect to which gain or loss is recognized
                    for federal income tax purposes shall be computed by
                    reference to the Book Value of such property notwithstanding
                    that the Book Value of such asset differs from its adjusted
                    tax basis;

               (d)  gain or loss resulting from any adjustment pursuant to
                    Section 1.1.7(b) shall be taken into account as gain or loss
                    from disposition of the asset for purposes of computing Net
                    Profit or Net Loss hereunder;

               (e)  gain or loss resulting from any adjustment attributable to
                    an in-kind distribution of assets to any Partner pursuant to
                    Sections 5.2 shall be taken into account as gain or loss
                    from disposition of the asset for purposes of computing Net
                    Profit or Net Loss hereunder;

               (f)  in lieu of the depreciation, amortization and other cost
                    recovery deductions taken into account in computing taxable
                    income or loss,


                                        5



                    there shall be taken into account Depreciation for such
                    Fiscal Year or other period as determined under Regulations
                    Section 1.704- 1(b)(2)(iv)(g)(3);

               (g)  the amount of any Gross Income specially allocated to the
                    Partners pursuant to Sections 4.7 through 4.9 and 4.14 shall
                    not be included as income or revenue; and

               (h)  any amount allocated pursuant to Sections 4.11 through 4.14
                    shall not be included as a gain, loss or deduction.

          1.1.21 Net Profit and Net Loss from Capital Transactions: Net Profit
               and Net Loss including only those items of income, gain, loss and
               deduction relating to Capital Transactions.

          1.1.22 Net Profit and Net Loss from Operations: Net Profit and Net
               Loss excluding those items of income, gain, loss and deduction
               related solely to Capital Transactions.

          1.1.23 Nonrecourse Deductions: Losses, deductions or Code Section
               705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities
               of the Partnership. The amount of Nonrecourse Deductions for any
               Fiscal Year or other period shall be determined in accordance
               with the provisions of Regulations Section 1.704-2(c).

          1.1.24 Nonrecourse Liability: A nonrecourse liability as defined in
               Regulations Section 1.752-1(a)(2).

          1.1.25 Operations: All operations and activities of the Partnership
               other than those related to or consisting of a Capital
               Transaction.

          1.1.26 Partner: A Partner of the Partnership, including the General
               Partner and the Limited Partner.

          1.1.27 Partner Nonrecourse Debt: Any Nonrecourse Liability of the
               Partnership for which any Partner or related person bears the
               economic risk of loss under Regulations Section 1.752-2.

          1.1.28 Partner Nonrecourse Debt Minimum Gain: The minimum gain
               attributable to Partner Nonrecourse Debt as determined under
               Regulations Section 1.704-2(i)(3).

          1.1.29 Partner Nonrecourse Deductions: Partnership losses, deductions
               or Code Section 705(a)(2)(B) expenditures attributable to a
               particular Partner Nonrecourse Debt. The amount of Partner
               Nonrecourse Deductions for any Fiscal Year or other period shall
               be determined in accordance with the provisions of Regulations
               Section 1.704-2(i)(2).


                                        6



          1.1.30 Partnership: Ingram Enterprises, L.P., a Texas limited
               partnership.

          1.1.31 Partnership Certificate: The certificate of limited partnership
               of the Partnership filed in conformance with the Act.

          1.1.32 Partnership Minimum Gain: The amount computed under Regulations
               Section 1.704-2(d)(1) with respect to the Partnership's
               Nonrecourse Liabilities.

          1.1.33 Partnership Percentage or Percentages: The percentages of the
               Partners as follows:

               
General Partner     .1%
Limited Partner   99.9%



          1.1.34 Partnership Term: The period of duration of the Partnership, as
               set forth in Section 2.5.

          1.1.35 Person: Any individual, partnership, corporation, trust or
               other legal entity.

          1.1.36 Regulations: The Income Tax Regulations promulgated under the
               Code, as such regulations may be amended from time to time
               (including corresponding provisions of succeeding regulations).

          1.1.37 Tax Matters Partner: The General Partner.

          1.1.38 Transfer: Any sale, assignment, transfer, lease or other
               disposal of property, including without limitation, an interest
               in the Partnership.

     1.2  References. Unless otherwise specified herein, references in this
          Agreement to "Section," "Subsection," "Article," or "Exhibit" refer to
          the sections, subsections, articles, or exhibits in this Agreement.

                                   ARTICLE 2.

                  FORMATION, NAME, PURPOSE, REGISTERED OFFICE,
                            REGISTERED AGENT AND TERM

     2.1  Formation of the Limited Partnership. The General Partner and the
          Limited Partner hereby form the Partnership as a limited partnership
          pursuant to and in accordance with the provisions of the Act.

     2.2  Partnership Name. The business of the Partnership will be conducted
          under the name Ingram Enterprises, L.P. or such other name or names as
          the General Partner may determine.


                                        7



     2.3  Purpose. The purpose of the Partnership is to (i) manufacture and
          distribute concrete and related products, (ii) own, manage, operate,
          mortgage, sell and otherwise deal with the assets of the Partnership;
          and, (iii) engage in such other activities as the General Partner
          shall deem appropriate, to the extent such activities may be carried
          on under applicable law and are not prohibited by the terms and
          provisions of this Agreement.

     2.4  Principal and Registered Office. The principal office of the
          Partnership is at 1445 MacArthur, Ste.136, Carrollton, Texas 75007.
          The General Partner has a business office at the Partnership's
          principal office. The registered office of the Partnership is at 2020
          Fisk, Brownwood, Texas 76801, and Jerry Roberts is the registered
          agent of the Partnership. The General Partner may change the principal
          or registered office or registered agent of the Partnership from time
          to time. The General Partner may establish, maintain and abandon one
          or more additional places of business for the Partnership.

     2.5  Term of the Partnership. The term of the Partnership shall commence
          upon the filing and recording of the Partnership Certificate, and
          shall continue until December 31, 2050, unless earlier terminated
          pursuant to the terms of this Agreement.

                                   ARTICLE 3.

                      CAPITAL CONTRIBUTIONS; PARTNER LOANS

     3.1  Initial Capital Contribution of General Partner. The General Partner
          has contributed $1.00 to the Partnership. The General Partner shall
          not otherwise be required to make additional contributions to the
          Partnership except as provided in Sections 3.4 and 5.5.

     3.2  Initial Capital Contribution of Limited Partners. The Limited Partner
          has contributed $999.00 to the Partnership hereto. The Limited Partner
          shall not be required to make additional contributions to the
          Partnership except as specified in Sections 3.4 and 5.5.

     3.3  Authorization of Partner Loans. Subject to the limitations herein and
          to other agreements of the Partnership, the General Partner from time
          to time may cause the Partnership to borrow required amounts from one
          or more Partners or their Affiliates. Loans made by Partners or
          Affiliates under this Section 3.3 will not be considered a
          contribution to the capital of the Partnership, but will constitute
          indebtedness of the Partnership to the advancing Partner or Affiliate,
          payable from the first available net cash flow of the Partnership
          unless otherwise agreed by the lending Partner or Affiliate and, to
          the extent still unpaid, upon the termination and liquidation of the
          Partnership. Each loan by a Partner or Affiliate will bear simple
          interest compounded annually on the unpaid principal balance at the
          interest rate approved by the General Partner. The Partners will not
          be personally liable for loans made by Partners or Affiliates under
          this Section 3.3 or


                                        8



          be obligated to make contributions to the capital of the Partnership
          to repay those loans. Loans made by Partners or Affiliates under this
          Section 3.3 will be payable only from the assets of the Partnership.

     3.4  Additional Capital Contributions. The Partners may make Additional
          Capital Contributions to the Partnership from time to time as may be
          required to meet the demands of the business of the Partnership. The
          Partners shall contribute such Additional Capital Contributions in
          cash in proportion to the Partners' Partnership Percentages.

                                   ARTICLE 4.

                          DISTRIBUTIONS AND ALLOCATIONS

     4.1  Distribution of Net Cash Flow. Net Cash Flow shall be distributed
          among the Partners in accordance with their Partnership Percentages at
          such times and in such amounts as shall be determined by the General
          Partner.

     4.2  Distribution of Net Proceeds of a Capital Transaction. Net Proceeds of
          a Capital Transaction shall be distributed among the Partners in
          accordance with their Partnership Percentages at such times and in
          such total amounts as shall be determined by the General Partner.

     4.3  Return of and Interest on Capital Contributions. No Partner is
          entitled to the return of his Capital Contributions or his Capital
          Account or to be paid interest in respect of either his Capital
          Account or any Capital Contribution made by him to the Partnership
          except as provided in this Agreement.

     4.4  Payments. The amount of any distribution or payment to a Partner
          whether pursuant to Article 4 or Article 9 hereof may be made in cash
          or in-kind or partially in cash and partially in-kind in the
          reasonable discretion of the General Partner or the liquidating
          trustees, as the case may be, less reasonable reserves established in
          the reasonable discretion of the General Partner or the liquidating
          trustees, as the case may be, for known or unknown liabilities of the
          Partnership.

     4.5  In-Kind Distributions. All distributions of assets in-kind shall be
          made at Book Value as determined pursuant to Section 5.3 and shall be
          distributed to the Partners in the same manner as a distribution of
          Net Proceeds of a Capital Transaction would have been made if such
          assets had been sold. The Net Profit or Net Loss resulting from
          distribution will be allocated in accordance with Section 4.6.3 or
          Section 4.6.4, as the case may be.

     4.6  Allocations of Net Profit and Net Loss.

          4.6.1 Net Profit From Operations.

               (a)  If any Net Loss has been allocated to the Partners pursuant
                    to Section 4.6.2 or Section 4.6.4, then Net Profit from
                    Operations


                                        9



                    shall first be allocated to the Partners, in the same
                    proportions as such Net Loss was allocated, until each
                    Partner's Capital Account balance equals what it would have
                    been had there been no such allocation of Net Loss.

               (b)  After any allocation required pursuant to Section 4.6.1(a),
                    Net Profit from Operations shall be allocated among the
                    Partners in accordance with their Partnership Percentages.

          4.6.2 Net Loss From Operations.

               (a)  If any Net Profit has been allocated to the Partners
                    pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss
                    from Operations shall first be allocated to the Partners, in
                    the same proportions as such Net Profit was allocated, until
                    each Partner's Capital Account balance equals what it would
                    have been had there been no such allocation of Net Profit.

               (b)  After any allocation required pursuant to Section 4.6.2(a)
                    Net Loss from Operations shall be allocated among the
                    Partners in proportion to their Capital Accounts until such
                    Capital Account balances equal zero.

               (c)  After any allocation required pursuant to Section 4.6.2(b),
                    Net Loss from Operations shall be allocated to the General
                    Partner.

          4.6.3 Net Profit From Capital Transactions.

               (a)  If any Net Loss has been allocated to the Partners pursuant
                    to Section 4.6.2 or Section 4.6.4, then Net Profit from
                    Capital Transactions shall first be allocated to the
                    Partners, in the same proportions as such Net Loss was
                    allocated, until each Partner's Capital Account balance
                    equals what it would have been had there been no such
                    allocation of Net Loss.

               (b)  After any allocation required pursuant to Section 4.6.3(a),
                    Net Profit from Capital Transactions shall be allocated
                    among the Partners in accordance with their Partnership
                    Percentages.

          4.6.4 Net Loss From Capital Transactions.

               (a)  If any Net Profit has been allocated to the Partners
                    pursuant to Section 4.6.1 or Section 4.6.3, then Net Loss
                    from Capital Transactions shall first be allocated to the
                    Partners, in the same proportions as such Net Profit was
                    allocated, until each Partner's Capital Account balance
                    equals what it would have been had there been no such
                    allocation of Net Profit.


                                       10



               (b)  After any allocation required pursuant to Section 4.6.4(a)
                    Net Loss from Capital Transactions shall be allocated among
                    the Partners in proportion to their Capital Accounts until
                    such Capital Account balances equal zero.

               (c)  After any allocation required pursuant to Section 4.6.4(b),
                    Net Loss from Capital Transactions shall be allocated to the
                    General Partner.

     4.7  Partnership Minimum Gain Chargeback. Notwithstanding any other
          provision of this Agreement to the contrary, if in any Fiscal Year or
          other period there is a net decrease in the amount of the Partnership
          Minimum Gain, then each Partner shall first be allocated items of
          Gross Income for such year (and, if necessary, subsequent years) in an
          amount equal to such Partner's share of the net decrease in such
          Minimum Gain during such year (as determined under Regulations Section
          1.7042(g)(2)); provided, however, if there is insufficient Gross
          Income in a year to make the allocation specified above for all
          Partners for such year, the Gross Income shall be allocated among the
          Partners in proportion to the respective amounts they would have been
          allocated had there been an unlimited amount of Gross Income for such
          year.

     4.8  Minimum Gain Chargeback for Partner Nonrecourse Debt. Notwithstanding
          any other provision of this Agreement to the contrary other than
          Section 4.7, if in any year there is a net decrease in the amount of
          the Partner Nonrecourse Debt Minimum Gain, then each Partner shall
          first be allocated items of Gross Income for such year (and, if
          necessary, subsequent years) in an amount equal to such Partner's
          share of the net decrease in such Minimum Gain during such year (as
          determined under Regulations Section 1.704-2(i)(4)); provided,
          however, if there is insufficient Gross Income in a year to make the
          allocation specified above for all Partners for such year, the Gross
          Income shall be allocated among the Partners in proportion to the
          respective amounts they would have been allocated had there been an
          unlimited amount of Gross Income for such year.

     4.9  Qualified Income Offset. Notwithstanding any other provision of this
          Agreement to the contrary (except Sections 4.7 and 4.8 which shall be
          applied first), if in any Fiscal Year or other period a Partner
          unexpectedly receives an adjustment, allocation or distribution
          described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6),
          such Partner will be specially allocated items of Gross Income in an
          amount and manner sufficient to eliminate, to the extent required by
          the Regulations, the Adjusted Capital Account Deficit of such Partner
          as quickly as possible.

     4.10 Limit on Loss Allocations. Notwithstanding the provisions of Section
          4.6.2, 4.6.4 or any other provision of this Agreement to the contrary,
          Net Loss (or items thereof) shall not be allocated to a Partner if
          such allocation would cause or increase such Partner's Adjusted
          Capital Account Deficit and shall be reallocated to the other
          Partners, subject to the limitations of this Section 4.10.


                                       11



     4.11 Net Loss from Partner Nonrecourse Debt. Any Net Loss or deductions
          attributable to Partner Nonrecourse Debt shall be allocated to the
          Partner who bears the economic risk of loss with respect to such debt.

     4.12 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or
          other period shall be allocated among the Partners in accordance with
          their Partnership Percentages.

     4.13 Code Section 754 Adjustments. To the extent an adjustment to the
          adjusted tax basis of any Partnership asset under Code Sections 734(b)
          or 743(b) is required to be taken into account in determining Capital
          Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), the amount of
          the adjustment to the Capital Accounts will be treated as an item of
          gain (if the adjustment increases the basis of the asset) or loss (if
          the adjustment decreases the basis), and the gain or loss will be
          specially allocated to the Partners in a manner consistent with the
          manner in which their Capital Accounts are required to be adjusted
          under Regulations Section 1.704-1(b)(2)(iv)(m).

     4.14 Reversal of Mandatory Allocations. In the event that any Gross Income
          or Net Loss is allocated pursuant to Section 4.7 through 4.10,
          subsequent Gross Income, Net Profit or Net Loss (or items thereof)
          will first be allocated (subject to Sections 4.7 through 4.10) to the
          Partners in a manner which will result in each Partner having a
          Capital Account balance equal to that which would have resulted had
          the original allocation of Gross Income or Net Loss (or items thereof)
          pursuant to Sections 4.7 through 4.10 not occurred.

     4.15 Compliance with Code. The foregoing provisions of this Agreement
          relating to the allocation of Net Profit and Net Loss are intended to
          comply with Regulations under Section 704(b) of the Code and shall be
          interpreted and applied in a manner consistent with such Regulations.

     4.16 Tax Allocations -- Code Section 704(c). In accordance with Code
          Section 704(c) and the related Regulations, income, gain, loss and
          deduction with respect to any property contributed to the capital of
          the Partnership, solely for tax purposes, will be allocated among the
          Partners so as to take account of any variation between the adjusted
          basis to the Partnership of the property for federal income tax
          purposes and the initial Book Value of the property. If the Book Value
          of any Partnership asset is adjusted under Section 1.1.7, subsequent
          allocations of income, gain, loss and deduction with respect to that
          asset will take account of any variation between the adjusted basis of
          the asset for federal income tax purposes and its Book Value in the
          same manner as under Code Section 704(c) and the related Regulations.
          Any elections or other decisions relating to allocations under this
          Section 4.16 will be made in any manner that the General Partner
          determines reasonably reflects the purpose and intention of this
          Agreement. Allocations under this Section 4.16 are solely for purposes
          of federal, state and local taxes and will not affect, or in any way
          be taken into account in computing, any Partner's Capital


                                       12



          Account or share of Net Profit, Net Loss or other items or
          distributions under any provision of this Agreement.

     4.17 Allocation on Transfer. If any interest in the Partnership is
          transferred, or is increased or decreased by reason of the admission
          of a new Partner or otherwise, during any Fiscal Year, the Partnership
          shall make an interim closing of its books as of the effective date of
          such date of transfer or admission and shall allocate Net Income or
          Net Loss or items thereof based on such interim closing. All transfers
          of interests or admissions or exclusions of Partners occurring at any
          time during a month shall be deemed effective as of the opening of
          business on the first day of the subsequent month.

     4.18 Minimum Interest of General Partner. Notwithstanding any indication to
          the contrary, the General Partner's interest in each item of
          Partnership income, gain, loss, deduction and credit shall be not less
          than .1%, except as otherwise required pursuant to Section 704(b) or
          Section 704(c) of the Code.

                                   ARTICLE 5.

                                CAPITAL ACCOUNTS

     5.1  Capital Accounts. A separate capital account ("Capital Account") shall
          be maintained for each Partner. There shall be credited to each
          Partner's Capital Account the amount of any cash actually contributed
          by such Partner to the capital of the Partnership (or deemed
          contributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)), the
          Book Value of any property contributed by such Partner to the capital
          of the Partnership (net of any liabilities secured by such property
          that the Partnership is considered to assume or to take subject to
          under Code Section 752), such Partner's share of the Net Profit (and
          all items in the nature of income or gain that are specially allocated
          to the Partner under Article 4 hereof) of the Partnership and the
          amount of any Partnership liabilities that are assumed by the Partner
          or secured by any Partnership property distributed to the Partner.
          There shall be charged against each Partner's Capital Account the
          amount of all cash distributed to such Partner by the Partnership (or
          deemed distributed pursuant to Regulations Section
          1.704-1(b)(2)(iv)(c)), the Book Value of any property distributed to
          such Partner by the Partnership (net of any liability secured by such
          property that the Partner is considered to assume or take subject to
          under Code Section 752), such Partner's share of the Net Loss (and all
          items in the nature of deduction or loss that are specially allocated
          to the Partner under Article 4 hereof) of the Partnership and the
          amount of any liabilities of the Partner assumed by the Partnership or
          which are secured by any property contributed by the Partner to the
          Partnership.

     5.2  Adjustment for In-Kind Distributions. If the Partnership at any time
          distributes any of its assets in-kind to any Partner, the Capital
          Account of each Partner shall be adjusted as contemplated by Section
          4.5, as applicable, to account for that Partner's allocable share (as
          determined under Article 4 above) of the Net Profit


                                       13



          or Net Loss that would have been realized by the Partnership had it
          sold the assets distributed for their respective fair market values
          immediately prior to their distribution.

     5.3  Property Revaluation. The Capital Accounts shall be adjusted to
          reflect a revaluation of Partnership property to its fair market value
          on the date of adjustment upon the occurrence of any of the following
          events:

          5.3.1 an increase in any new or existing Partner's Partnership
               Percentage resulting from the contribution of money or property
               by such Partner to the Partnership including a conversion of debt
               into Partnership interests,

          5.3.2 any reduction in a Partner's Partnership Percentage resulting
               from a distribution to such Partner in consideration of all or
               part of his Partnership interest, unless such distribution is pro
               rata to all Partners in accordance with their respective
               Partnership Percentages, and

          5.3.3 whenever else allowed under Regulations Section
               1.704-1(b)(2)(iv)(f).

               The adjustments to Capital Accounts shall reflect the manner in
               which the unrealized Net Profit or Net Loss inherent in the
               property would be allocated if there were a disposition of the
               Partnership's property at its fair market value on the date of
               adjustment.

     5.4  Interpretation. It is the intention of the Partners that the Capital
          Accounts be maintained strictly in accordance with the capital account
          maintenance requirements of Regulations under Code Section 704(b). The
          foregoing provisions and the other provisions of this Agreement
          relating to the maintenance of the Capital Accounts are intended to
          comply with such Regulations and shall be interpreted and applied in a
          manner consistent with such Regulations and any amendment or successor
          provision thereto. The General Partner also shall make any appropriate
          modifications if unanticipated events might otherwise cause this
          Agreement not to comply with the Regulations, so long as such changes
          would not cause a material change in the relative economic benefits of
          the Partners under this Agreement.

     5.5  Obligation to Repay or Restore. If the Limited Partner has received
          distributions of Net Cash Flow or Net Proceeds of a Capital
          Transaction, it may be obligated under the Act to repay or restore to
          the Partnership all or a portion of the amount received if such
          distributions cause the fair market value of the Partnership's assets
          to be less than the Partnership's liabilities. Subject to the
          foregoing requirement, the Limited Partner shall not be required to
          pay to the Partnership or to any other Partner any deficit or negative
          balance which may exist from time to time in its Capital Account;
          provided, however, in the event the Limited Partner erroneously
          receives distributions in excess of his interest in such distributions
          as specified in Sections 4.1, 4.2 and 4.3 hereof ("Excess
          Distributions"), then, as between the Partners but not for the benefit
          of other Persons, such Partner shall be


                                       14



          indebted to the Partnership for such Excess Distributions, and such
          indebtedness shall be payable on terms or on demand as may be
          prescribed by the General Partner. The General Partner shall
          contribute, prior to the dissolution and liquidation of the
          Partnership, an amount equal to the lesser of (a) an amount which will
          cause the total Capital Contributions made by the General Partner
          during the Partnership Term to equal one-tenth of one percent (.1%) of
          the total Capital Contributions made to the Partnership (including the
          Capital Contribution to be made by the General Partner pursuant to
          this Section 5.5), or (b) the deficit balance in its Capital Account
          as of the date of such dissolution and liquidation.

     5.6  Tax Elections. The General Partner is authorized, in its reasonable
          discretion, to make all elections permitted or required of the
          Partnership under Regulations Section 1.704-1, Code Section 754 and
          any other provisions of the Code.

                                   ARTICLE 6.

                               OPERATING EXPENSES

     6.1  Operating Expenses and Reimbursements. The Partnership shall bear (or
          reimburse the General Partner for its payment of) all costs and
          expenses of every kind and description incurred in connection with the
          organization, operation, liquidation and dissolution of the
          Partnership including, but not limited to, travel expenses, fees of
          consultants, accountants, and attorneys, fees and expenses of the
          preparation of quarterly unaudited financial statements, the annual
          audit, if any, and tax returns of the Partnership, interest on
          indebtedness of the Partnership, and fees and expenses incurred in any
          litigation by or against the Partnership.

                                   ARTICLE 7.

                 ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS

     7.1  Admission of Additional Partners. Without the written consent of all
          Partners, no additional partners shall be admitted to the Partnership.

     7.2  Assignment or Transfer of Partnership Interests. Without the written
          consent of all Partners, no Partner shall sell, assign, pledge,
          mortgage, or otherwise dispose of or Transfer, in whole or in part,
          its Partnership interest or its share of the Partnership's capital,
          assets or property or enter into any agreement, the result of which
          would be for another Person to become directly or indirectly
          interested in the Partnership.


                                       15



                                   ARTICLE 8.

                       MANAGEMENT DUTIES AND RESTRICTIONS

     8.1  Powers of General Partner.

          8.1.1 General Authority of the General Partner. The business and
               affairs of the Partnership will be managed exclusively by the
               General Partner. Except as otherwise expressly provided in this
               Agreement with respect to matters requiring the approval of the
               Limited Partner, all determinations relating to the business and
               affairs of the Partnership will be made by the General Partner in
               its sole discretion and will not give rise to any right or claim
               by any Partner or the Partnership unless made in violation of an
               express provision of this Agreement. Except as otherwise provided
               herein, the General Partner will have complete authority to take,
               in its own name or in the name of the Partnership, any action
               that the General Partner determines to be appropriate under this
               Agreement or for the conduct of the business of the Partnership,
               including without limitation the actions specified in Section
               8.1.2. All decisions and actions taken by the General Partner
               under the authority of this Section 8.1 will be binding upon all
               of the Partners and the Partnership.

          8.1.2 Specific Authority of General Partner. Except as otherwise
               expressly set forth in this Agreement, the General Partner shall
               have all rights and powers of a general partner under the Act.
               Subject to the limitations contained in Section 8.1.3, the
               authority of the General Partner to manage the business and
               affairs of the Partnership will include complete authority:

               (a)  To acquire, dispose of, lease or exchange assets of the
                    Partnership;

               (b)  To borrow money or otherwise create or assume indebtedness
                    for the Partnership;

               (c)  To create an Encumbrance on all or any part of the
                    Partnership's assets in order to secure loans or advances to
                    or assumed by the Partnership or any Person in which the
                    Partnership has a direct or indirect interest, or any
                    obligation of the Partnership or any Person in which the
                    Partnership has a direct or indirect interest, or for any
                    other Partnership purpose;

               (d)  To execute and deliver for the Partnership agreements and
                    other instruments (including, without limitation,
                    instruments creating an Encumbrance on Partnership assets)
                    for any purpose authorized by clause (c), including without
                    limitation agreements and instruments in connection with
                    loans or the Transfer of assets of the Partnership;


                                       16



               (e)  To collect all income of the Partnership and to satisfy all
                    obligations of the Partnership, including without limitation
                    expenses of the General Partner relating to the Partnership
                    described in Article 6 and Section 8.4 and the
                    indemnification obligations arising under Section 11.11;

               (f)  To prepare or cause to be prepared and file all tax returns
                    for the Partnership (but not the tax returns or other
                    reports of the Partners);

               (g)  To make all tax elections for the Partnership, including
                    without limitation any special basis adjustments under
                    Section 754 of the Code, provided that the Partner
                    requesting any Section 754 election must agree to reimburse
                    the Partnership for any costs incurred by the Partnership in
                    making the election or in maintaining or preparing any
                    additional records or reports in connection with the
                    election;

               (h)  To prosecute, defend and settle legal, arbitration or
                    administrative proceedings on behalf of or against the
                    Partnership;

               (i)  To manage and maintain the assets of the Partnership or any
                    Person in which the Partnership has a direct or indirect
                    interest;

               (j)  To establish separate bank accounts for the deposit of
                    monies received on behalf of the Partnership and to disburse
                    all funds on deposit on behalf of the Partnership in amounts
                    and at times as required in connection with the business of
                    the Partnership;

               (k)  To procure and maintain insurance against risks and in
                    amounts determined to be appropriate by the General Partner,
                    including without limitation insurance under which the
                    General Partner and its partners, agents and affiliates are
                    insureds;

               (l)  To advance funds of the Partnership to any Person in which
                    the Partnership has a direct or indirect interest;

               (m)  To do or cause to be done any other act which the General
                    Partner considers to be appropriate to carry out any of its
                    powers or in furtherance of the purposes or character of the
                    Partnership;

               (n)  To establish such reserves from Partnership funds as the
                    General Partner, in its sole discretion, may deem necessary
                    or advisable for Partnership operations and for the payment
                    of Partnership obligations;

               (o)  To exercise all rights, powers, privileges and other
                    incidents of ownership or possession with respect to any
                    Partnership assets,


                                       17



                    including, without limitation, voting equity or debt
                    securities held by the Partnership;

               (p)  To consult with legal counsel, independent public
                    accountants, real estate brokers and other consultants
                    selected by the General Partner on behalf of the
                    Partnership;

               (q)  To take all action which may be necessary or appropriate for
                    the continuation of the Partnership's valid existence as a
                    limited partnership under the laws of the State of Texas and
                    of each other jurisdiction in which such existence is
                    necessary to protect the limited liability of the Limited
                    Partner or to enable the Partnership to conduct the business
                    in which it is engaged;

               (r)  To resolve, in its sole discretion, any ambiguity regarding
                    the application of any provision of this Agreement in the
                    manner it deems equitable, practicable and consistent with
                    this Agreement and applicable law; and,

               (s)  To do such other acts as the General Partner may deem
                    necessary or advisable, or as may be incidental to or
                    necessary for the conduct of the business of the
                    Partnership.

          8.1.3 Actions Requiring Limited Partner Approval. Notwithstanding
               Section 8.1.2, the General Partner may not, without the written
               consent of the Limited Partner take or commit to take any of the
               following actions:

               (a)  Transfer all or substantially all of the Partnership's
                    assets, whether in one transaction or a series of related
                    transactions;

               (b)  Effect the reorganization, merger or consolidation of the
                    Partnership with any other entity.

               (c)  Any act in contravention of this Agreement;

               (d)  Any act which would make it impossible to carry on the
                    ordinary business of the Partnership, other than a Transfer
                    of all or substantially all of the assets of the Partnership
                    authorized under Section 8.1.3(a) or a reorganization,
                    merger or consolidation authorized under Sections 8.1.3(b);

               (e)  Confess a judgment against the Partnership except in
                    connection with the settlement of an action or proceeding;
                    or,

               (f)  Incur any debt, on behalf of the Partnership or otherwise,
                    for which the Limited Partner shall be directly or
                    personally liable to any extent.


                                       18



     8.2  Authority as to Third Persons. Notwithstanding Section 8.1.3, the
          signed statement of the General Partner reciting that it has the
          authority or necessary approval of the Limited Partner for any action,
          as to any third Person, will be conclusive evidence of the authority
          of the General Partner to take that action and of compliance with
          Section 8.1.3, if applicable. The Limited Partner will promptly
          execute instruments determined by the General Partner to be
          appropriate to evidence the authority of the General Partner to
          consummate any transaction permitted by this Agreement.

     8.3  Compensation and Expenses of the General Partner. The General Partner
          will not receive any compensation from the Partnership for serving as
          General Partner, but all expenses incurred by the General Partner in
          connection with its service as General Partner (including without
          limitation charges for legal, accounting, data processing,
          administrative, executive, tax and other services rendered) will be
          paid or promptly reimbursed by the Partnership. Nothing contained in
          this Section 8 is intended to affect the distributions to the General
          Partner or the amounts that may be payable to the General Partner by
          reason of its interest in the Partnership.

     8.4  Covenants of the General Partner. The General Partner shall devote
          such time, effort, and attention as may be reasonably necessary,
          advisable, or appropriate to manage and direct the operations,
          business and affairs of the Partnership.

     8.5  Limitations on Authority. The authority of the General Partner over
          the conduct of the operations, business, and affairs of the
          Partnership shall be subject only to the Act and such further
          limitations as are expressly stated in this Agreement.

     8.6  No Withdrawal From Partnership. Except as contemplated by this
          Agreement, no Partner may withdraw from the Partnership at any time.

     8.7  Officers. The General Partner may, from time to time, designate one or
          more individuals to be an officer of the Partnership. Any officer so
          designated shall have such authority and perform such duties as the
          General Partner may, from time to time, delegate to such officer. Each
          officer shall hold office until the earlier to occur of his or her
          death, disability, resignation, removal by the General Partner or
          replacement by the General Partner. The salaries or other
          compensation, if any, of any officer of the Partnership shall be fixed
          from time to time by the General Partner. Subject to any contractual
          requirements, any officer may resign as such as any time. Such
          resignation shall be made in writing and shall take effect at the time
          specified therein, or if no time be specified, at the time of its
          receipt by the General Partner. The acceptance of a resignation shall
          not be necessary to make it effective, unless expressly so provided in
          the resignation. Any officer may be removed as such, either with or
          without cause, by the General Partner whenever in its judgement the
          best interests of the Partnership will be served thereby. Designation
          of an officer shall not of itself create contract rights. Any vacancy
          occurring in any officer position of the Partnership may be filled by
          the General Partner.


                                       19



                                   ARTICLE 9.

                         DISSOLUTION OF THE PARTNERSHIP

     9.1  Dissolution. The Partnership shall be dissolved upon the happening of
          any of the following events:

          9.1.1 the expiration of the Partnership Term;

          9.1.2 with the prior consent of the General Partner and the Limited
               Partner;

          9.1.3 an "Event of Withdrawal," as defined in the Act, of the General
               Partner; and

          9.1.4 the entry of a decree of judicial dissolution under Section 8.02
               of the Act.

     9.2  Continuation. Upon the occurrence of an event identified in Section
          9.1.1 or 9.1.3, the business of the Partnership will be continued if
          within 90 calendar days the Limited Partner elects by written action
          to continue the business of the Partnership and designate one or more
          Persons to be a General Partner of the Partnership. If the business of
          the Partnership is continued, the interest of the General Partner will
          be converted to that of a limited partner. If the Limited Partner
          fails to continue the Partnership's business as provided in this
          Section 9.2, the Partnership will be liquidated under Section 9.4.

     9.3  Events Affecting a Limited Partner. The Bankruptcy, liquidation,
          dissolution, reorganization, merger, sale of substantially all the
          stock or assets of, or other change in the ownership or nature of the
          Limited Partner shall not dissolve the Partnership.

     9.4  Liquidation Procedures.

          9.4.1 Upon dissolution of the Partnership the General Partner or, if
               there is no General Partner, such Person or Persons as the
               Limited Partner shall designate as liquidating trustees shall
               commence immediately to wind up the affairs of the Partnership.
               The General Partner or such liquidating trustees shall use their
               best judgment as to when to dispose of the Partnership's assets
               or to make distributions in-kind in order to maximize the return
               to the Partners from such assets.

          9.4.2 The assets of the Partnership remaining after payment of the
               costs and expenses of winding up shall be applied in the
               following priority:

               (a)  To payment of the costs and expenses of the winding up,
                    liquidation and termination of the Partnership;


                                       20



               (b)  To the creditors of the Partnership, other than Partners,
                    all amounts due them from the Partnership in the order of
                    priority established by law;

               (c)  To the Partners, all amounts due them in repayment of any
                    loans to the Partnership pursuant to Section 3.3;

               (d)  To the establishment of any reserves deemed appropriate by
                    the General Partner or liquidating trustees for any
                    liabilities or obligations of the Partnership, which
                    reserves will be held for the purpose of paying liabilities
                    or obligations and, at the expiration of a period the
                    General Partner or liquidating trustees deems appropriate,
                    will be distributed in the manner provided in Section
                    9.4.2(e); and,

               (e)  To the payment to the Partners of the positive balances in
                    their respective Capital Accounts, pro rata, in proportion
                    to the positive balances in those Capital Accounts after
                    giving effect to all allocations and distributions under
                    Article 4 for all prior periods, including the period during
                    which the process of liquidation occurs.

               If the General Partner or the liquidating trustees, in their sole
               discretion, deem it not feasible or desirable to liquidate to
               each Partner its allocable share of each asset to be distributed
               in-kind, the General Partner or the liquidating trustees may
               allocate and distribute specific assets to one or more Partners
               as the General Partner or the liquidating trustees shall
               reasonably determine to be fair and equitable, taking into
               consideration, among other things, the value of the assets, the
               indebtedness secured by the assets and the tax consequences of
               the proposed distribution upon each of the Partners. Any
               distributions in-kind shall be subject to such conditions
               relating to the disposition and management thereof as the General
               Partner or the liquidating trustees deem reasonable and
               equitable.

     9.5  Termination. The Partnership shall terminate when all property owned
          by the Partnership has been disposed of, and any proceeds from the
          sale or other disposition of all of the Partnership property, after
          payment of or provision for all liabilities to creditors of the
          Partnership, has been distributed to the Partners.

     9.6  No Petition for Dissolution. The Partners agree that irreparable
          damage would be done to the goodwill and reputation of the Partnership
          if any Partner should bring an action in any court to dissolve the
          Partnership and to have a liquidator or receiver for the Partnership
          appointed. Care has been taken in this Agreement to provide what the
          parties feel is fair and just payment in liquidation of the interest
          of all Partners. Accordingly, each Partner hereby waives and renounces
          its right to file or pursue any such petition for dissolution of the
          Partnership or the partition


                                       21



          of any Partnership property, or to seek the appointment by any court
          of a liquidator or receiver for the Partnership.

     9.7  Compliance with Timing Requirements of Treasury Regulations.
          Notwithstanding anything in this Article 9 to the contrary, in the
          event the Partnership is "liquidated" within the meaning of
          Regulations Section 1.704-1(b)(2)(ii)(g), distributions will be made
          to the Partners who have positive Capital Account balances pursuant to
          Section 9.4 in a manner that complies with Regulations Section 1.704-
          1(b)(2)(ii)(b)(2). However, a liquidation occurring as a result of a
          Partnership termination, as defined in Section 708(b)(1)(B) of the
          Code, will not require an actual distribution of Partnership assets,
          but will instead be treated as a constructive liquidation and
          reformation in the manner described in Regulations Section 1.708-1
          (b)(1)(iv).

                                   ARTICLE 10.

                        FINANCIAL ACCOUNTING AND REPORTS

     10.1 Financial and Tax Accounting and Reports. The tax returns of the
          Partnership shall be filed on an accrual basis. The General Partner
          shall cause the Partnership's tax returns to be prepared and a
          Schedule K-1 or any successor form to be prepared and delivered in a
          timely manner to each of the Partners. In the event of an income tax
          audit of the Partnership or any judicial or administrative proceeding
          in connection with the income tax returns of the Partnership, the Tax
          Matters Partner shall be authorized to act for and, to the extent
          provided by the Code, its decision shall be binding upon the
          Partnership and the Partners. The books and records of the Partnership
          shall be kept in accordance with the accrual method of accounting.

     10.2 Valuation. The valuation of the assets of the Partnership for the
          purpose of valuing distributions in-kind made pursuant to Section 4.5
          or Section 9.4 of this Agreement and for any other purpose shall be
          the fair market value as determined by the General Partner in good
          faith, and such determination will be binding on the Partners.

     10.3 Supervision; Inspection of Books. Proper and complete books of account
          of the business of the Partnership shall be kept under the supervision
          of the General Partner at the principal place of business of the
          Partnership. Such books shall be open to inspection by the Limited
          Partner, or its accredited representatives, at any reasonable time
          during normal business hours.

     10.4 Consent in Lieu of Meeting. Any action which may be taken by the
          Partners at a meeting may be effected through the execution of written
          consents by the requisite Partnership Percentage of the Partners.

     10.5 Withholding. Notwithstanding any provision in this Agreement to the
          contrary, the General Partner may withhold from any distribution or
          amount due to the Limited Partner any amounts required to be withheld
          pursuant to any applicable


                                       22



          federal, state, or local tax requirements, with such withheld amount
          treated as if it was distributed to the Limited Partner. The
          determination of the General Partner as to the necessity of such
          withholding shall be binding upon the Limited Partner.

                                   ARTICLE 11.

                                OTHER PROVISIONS

     11.1 Execution and Filing of Documents. The General Partner and the Limited
          Partner (or the General Partner as the Limited Partner's
          attorney-in-fact) shall execute and file such certificates and other
          documents as may be required by the Act and other applicable laws. The
          General Partner shall cause the Partnership to be qualified, formed,
          reformed or registered under the limited partnership laws, assumed or
          fictitious name statutes or similar laws in any jurisdiction in which
          the Partnership owns property or transacts business if such
          qualification, formation, reformation or registration is necessary in
          order to protect the limited liability of the Limited Partner or to
          permit the Partnership lawfully to own property or transact business
          as a limited partnership. The General Partner shall execute, file and
          publish all such certificates, notices, statements or other
          instruments appropriate to conduct the business of the Partnership and
          to maintain the limited liability of the Limited Partner.

     11.2 Other Instruments and Acts. The Partners agree to execute any other
          instruments or perform any other acts that are or may be necessary to
          effectuate and carry on the Partnership created by this Agreement.

     11.3 Binding Agreement. This Agreement shall be binding upon and inure to
          the benefit of the permitted transferees, successors, assigns, and
          legal representatives of the Partners.

     11.4 Governing Law. This Agreement shall be governed by and construed under
          the laws of the State of Texas, without giving effect to the
          principles of conflict of laws.

     11.5 Notices. Any notice or other communication that one Partner desires to
          give to another Partner or the Partnership or that the Partnership
          desires to give to a Partner shall be in writing, and shall be deemed
          effectively given upon (i) personal delivery, (ii) transmission by
          facsimile or (iii) the third business day following deposit in any
          United States mail box, by registered or certified mail, postage
          prepaid, addressed, in the case of a Partner, to the Partner at the
          address shown on the books and records of the Partnership or at such
          other address as a Partner may designate by fifteen (15) days' advance
          notice to the other Partners and, in the case of the Partnership, to
          its principal office designated in Section 2.4.

     11.6 Power of Attorney. The Limited Partner appoints the General Partner
          its attorney-in-fact, with full power of substitution and
          re-substitution, to execute in the Limited Partner's name and deliver:


                                       23



          (a)  A Partnership Certificate and any amendments to the Partnership
               Certificate that the General Partner deems appropriate;

          (b)  Any instrument that the General Partner deems appropriate in
               order to qualify the Partnership to do business in any
               jurisdiction and any other instrument relating to the
               qualification or registration of the Partnership or the use of an
               assumed or fictitious name that the General Partner deems
               appropriate;

          (c)  All certificates and other instruments that may be appropriate to
               effect the dissolution and termination of the Partnership under
               Article 9;

          (d)  All reports, forms and schedules that the General Partner
               determines appropriate to file with any governmental body in
               connection with any Partnership activity;

          (e)  Any amendment to this Agreement appropriate to reflect the
               Transfer of a Partnership interest permitted by this Agreement,
               or the admission to, or withdrawal from, the Partnership of a
               Partner permitted by this Agreement, the conversion of a General
               Partner interest into a Limited Partner interest as provided in
               this Agreement or any Capital Contribution permitted by this
               Agreement; and,

          (f)  Any amendment to this Agreement authorized under Section 11.7.

          The power of attorney granted under this Section 11.6 is coupled with
          an interest and is irrevocable and will survive the death,
          dissolution, bankruptcy and withdrawal from the Partnership of any
          Partner or the Transfer of its Partnership interest.

     11.7 Amendment.

          11.7.1 Except for such amendments as result from the operation of the
               various provisions of this Agreement, this Agreement may be
               amended only with the written consent of the Limited Partner and
               the General Partner.

          11.7.2 The General Partner, acting alone, may make ministerial changes
               in the Partnership Agreement for the purpose of correcting errors
               and inconsistencies and to comply with federal, state and local
               rules, regulations and laws, provided that the liability of the
               Limited Partner for Partnership debts shall not be increased by
               such amendment nor shall the right of the Limited Partner to
               Partnership allocations or distributions be adversely affected
               thereby.


                                       24



     11.8 Entire Agreement. This Agreement shall constitute the entire agreement
          of the Partners and supersede all prior agreements between the
          Partners with respect to the Partnership.

     11.9 Titles; Subtitles. The titles and subtitles used in this Agreement are
          used for convenience only and shall not be considered in the
          interpretation of this Agreement.

     11.10 Exculpation. Neither the General Partner, nor any of its officers,
          directors, employees, agents, or Affiliates, shall be liable to the
          Limited Partner or the Partnership for any action taken or failure to
          act on behalf of the Partnership within the scope of authority
          conferred on the General Partner by this Agreement, or by law, or done
          in reliance in good faith on the opinion of legal counsel, except in
          the case of (i) its willful breach of a material provision of the Act
          or this Agreement; (ii) the breach of its fiduciary responsibilities
          to the Partnership or the Limited Partner; or, (iii) its gross
          negligence in connection with the business and affairs of the
          Partnership.

     11.11 Indemnification of the General Partner. The Partnership, to the
          extent of its assets legally available for that purpose, will
          indemnify and hold harmless the General Partner and any partner,
          shareholder, director, officer, agent, affiliate and professional or
          other advisor of the General Partner (collectively, the "Indemnified
          Persons"), from and against any and all loss, damage, expense
          (including without limitation reasonable fees and expenses of
          attorneys and other advisors and any court costs incurred by any
          Indemnified Person) or liability by reason of anything any Indemnified
          Person does or refrains from doing for, or in connection with the
          business or affairs of, the Partnership, except to the extent that the
          loss, damage, expense or liability results from (a) the Indemnified
          Person's gross negligence, willful misconduct or knowing violation of
          law, or (b) the Indemnified Person's breach of any fiduciary
          responsibilities to the Partnership or the Limited Partner. These
          indemnification rights are in addition to any rights the Indemnified
          Persons may have against third parties.

          Notwithstanding anything in this Agreement to the contrary, no Partner
          shall be obligated to contribute any amount to the Partnership in
          order to satisfy the Partnership's indemnification obligations under
          this Section 11.11, such obligations being limited at all times to the
          assets of the Partnership.

     11.12 Limitation of Liability of the Limited Partners. No Limited Partner
          shall be bound by, or be personally liable for, the expenses,
          liabilities, or obligations of the Partnership in excess of its
          Capital Contributions to the Partnership plus such additional amounts
          determined pursuant to Section 5.5.

     11.13 Ambiguities. The General Partner shall have full power and authority
          to resolve questions of interpretation and construction arising under
          this Agreement, and its resolution of such ambiguities or questions
          shall be final and binding on the


                                       25



          Partnership and all of its Partners and their permitted transferees,
          successors, assigns and legal representatives.

     11.14 No Right to Partition. Each Partner hereby irrevocably waives any and
          all rights that it may have to maintain or institute an action for
          partition of the Partnership assets.

            [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.]


                                       26



     IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
date first above written.

                                        GENERAL PARTNER:

                                        INGRAM ENTERPRISES MANAGEMENT, INC.,
                                        a Texas corporation


                                        By: /s/ Gerald A. Berkhold
                                            ------------------------------------
                                        Name: Gerald A. Berkhold
                                        Title: President


                                        LIMITED PARTNER:

                                        ATLAS INVESTMENTS INC.,
                                        a Nevada corporation


                                        By: /s/ Ronald L. Graham
                                            ------------------------------------
                                        Name: Ronald L. Graham
                                        Title: Vice President


                                       27

EX-3.24(A)

                                                                   Exhibit 3.24a

                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                            April 26 1999

                                                        Corporations Section

                            ARTICLES OF INCORPORATION

                                       OF

                       INGRAM ENTERPRISES MANAGEMENT, INC.

     I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, do hereby adopt the following Articles of Incorporation for
such corporation:

                                   ARTICLE ONE

                                      Name

     The name of the corporation is Ingram Enterprises Management, Inc.

                                   ARTICLE TWO

                                    Duration

     The period of duration of the corporation is perpetual.

                                  ARTICLE THREE

                                    Purposes

     The purpose for which the corporation is organized is to engage in the
transaction of any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.

                                  ARTICLE FOUR

                                     Capital

     The aggregate number of shares of capital stock that the corporation shall
have authority to issue is Three Thousand (3,000). All of such shares shall be
of the par value of one cent ($0.01) per share, shall be of the same class, and
shall be designated as "Common Stock."

                                  ARTICLE FIVE

                            Commencement of Business

     The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.


                                       1



                                   ARTICLE SIX

                           Denial of Preemptive Rights

     No shareholder shall have, as a shareholder of the corporation, any
preemptive right to acquire, purchase, or subscribe for the purchase of any
unissued or treasury shares of any class of stock of the corporation, whether
now or hereafter authorized, or any bonds, debentures or other securities of the
corporation convertible into or exchangeable for, or carrying or accompanied by
any rights to acquire, purchase, or subscribe for the purchase of, any such
unissued or treasury shares.

                                  ARTICLE SEVEN

                           Denial of Cumulative Voting

     Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.

                                  ARTICLE EIGHT

                           Certain Voting Requirements

     Notwithstanding any provisions of the Texas Business Corporation Act now or
hereafter in force requiring for any action the affirmative vote of two-thirds,
or any other percentage, of the outstanding shares entitled by law to vote
thereon or of the outstanding shares of a class or series entitled by law to
vote thereon, such action may, to the extent permitted by law, be authorized and
taken by the affirmative vote of the holders of a majority of such outstanding
shares, or such outstanding shares of a class or series, as applicable. Except
as provided in the preceding sentence or as otherwise required by law, the
affirmative vote of the holders of a majority of the shares entitled to vote and
represented in person or by proxy at any shareholders' meeting at which a quorum
is present shall be the act of the shareholders.

                                  ARTICLE NINE

                            Action by Written Consent

     Any action required or permitted by law to be taken at a meeting of the
shareholders may be taken without a meeting, and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voting. Consent does not have to be unanimous,
provided every shareholder who consents in writing to the action dates his
signature and provided prompt notice of the action is given to the shareholders
who did not consent in writing to the action.

                                   ARTICLE TEN

                                 Indemnification

     The corporation shall indemnify any person who was, is, or is threatened to
be made, a named defendant or respondent in a proceeding (as hereinafter
defined) because the person (a) is


                                       2



or was a director or officer of the corporation or (b) while a director or
officer of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent that a corporation may grant indemnification
to a director under the Texas Business Corporation Act, as the same exists or
may hereafter be amended.

     Such right shall be a contract right and shall include the right to be paid
by the corporation expenses incurred in defending any such proceeding in advance
of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act, as the same exists or may hereafter be amended. If a
claim for indemnification or advancement of expenses hereunder is not paid in
full by the corporation within 90 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense arc not permitted under the
Texas Business Corporation Act, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including its Board
of Directors or any committee thereof, special legal counsel, or shareholders)
to have made its determination prior to the commencement of such action that
indemnification of, or advancement of costs of defense to, the claimant is
permissible in the circumstances nor an actual determination by the corporation
(including its Board of Directors or any committee thereof, special legal
counsel, or shareholders) that such indemnification or advancement is not
permissible, shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible.

     The corporation may additionally indemnify any person covered by the grant
of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law.

     As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.

                                 ARTICLE ELEVEN

                               Limits of Liability

     A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article Eleven does not eliminate or
limit the liability of a director to the extent the director is found liable for

          (a) a breach of a director's duty of loyalty to the corporation or its
     shareholders;


                                       3



          (b) an act or omission not in good faith that constitutes a breach of
     duty of the director to the corporation or an act or omission that involves
     intentional misconduct or a knowing violation of the law;

          (c) a transaction from which a director received as improper benefit,
     whether or not the benefit resulted from an action taken within the scope
     of the director's office; or

          (d) an act or omission for which the liability of a director is
     expressly provided by an applicable statute.

     Neither the amendment nor repeal of this Article, nor the adoption of any
provision of these Articles of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article,
would accrue or arise, prior to such amendment, repeal, or adoption of any
inconsistent provision. If the Texas Business Corporation Act or the Texas
Miscellaneous Corporation Laws Act or any successor act thereto 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 Texas
Business Corporation Act or the Texas Miscellaneous Corporation Laws Act, or any
successor act thereto, as so amended from time to time.

                                 ARTICLE TWELVE

                       Initial Registered Office and Agent

     The street address of the initial registered office of the corporation is
1445 MacArthur, Suite 136, Carrollton, Texas 75007, and the name of the initial
registered agent at such address is John C. Miller.

                                ARTICLE THIRTEEN

                                    Directors

     The initial Board of Directors shall consist of one (1) director. The name
and address of the person who is to serve as the initial director of the
corporation until the first annual meeting of the shareholders or until his
successor or successors are duly elected and qualified are as follows:



Name                 Address
- ----                 -------
                  
Gerald A. Berkhold   1404-333 7th Ave. S.W.
                     Calgary, Alberta, Canada TZP 2Z1



                                       4



                                ARTICLE FOURTEEN

                                  Incorporator

     The name and address of the incorporator are David Abell, Locke Liddell &
Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201.

     IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of April,
1999.


                                        ----------------------------------------
                                        David Abell, Incorporator


                                       5



                            INGRAM ENTERPRISES, INC.
                             1145 MacArthur Ste 136
                             Carrolton, Texas 75007

TO THE SECRETARY OF STATE OF TEXAS

     The undersigned, Ingram Enterprises, Inc., a Texas corporation, hereby
gives Ingram Enterprises Management, Inc., unequivocal consent to use the name
"Ingram Enterprises" in connection with any and all activities conducted by it
in the State of Texas and consents to the use of said name in the Articles of
Incorporation that Ingram Enterprises Management, Inc. proposes to file with the
Secretary of State of Texas.

     Executed as of the 26th day of April, 1999.

                                        INGRAM ENTERPRISES, INC.


                                        By: /s/ John Miller
                                            ------------------------------------
                                            John Miller - Assistant Secretary


                                       6

EX-3.24(B)

                                                                   Exhibit 3.24b

                                     BYLAWS

                                       OF

                       INGRAM ENTERPRISES MANAGEMENT, INC.


                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS

                                     BYLAWS

                                       OF

                       INGRAM ENTERPRISES MANAGEMENT, INC.



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I OFFICES........................................................     1
   1.01  Registered Office...............................................     1
   1.02  Other Offices...................................................     1

ARTICLE II MEETINGS OF THE SHAREHOLDERS..................................     1
   2.01  Place of Meetings...............................................     1
   2.02  Annual Meeting..................................................     1
   2.03  Special Meetings................................................     1
   2.04  Notice of Annual or Special Meeting.............................     1
   2.05  Business at Special Meeting.....................................     2
   2.06  Quorum of Shareholders..........................................     2
   2.07  Act of Shareholders' Meeting....................................     2
   2.08  Voting of Shares................................................     2
   2.09  Proxies.........................................................     2
   2.10  Voting List.....................................................     3
   2.11  Action by Written Consent Without a Meeting.....................     3

ARTICLE III BOARD OF DIRECTORS...........................................     4
   3.01  Powers..........................................................     4
   3.02  Number of Directors.............................................     4
   3.03  Election and Term...............................................     4
   3.04  Vacancies.......................................................     4
   3.05  Resignation and Removal.........................................     4
   3.06  Compensation of Directors.......................................     5
   3.07  Chairman of the Board...........................................     5

ARTICLE IV MEETINGS OF THE BOARD.........................................     5
   4.01  First Meeting...................................................     5
   4.02  Regular Meetings................................................     5
   4.03  Special Meetings................................................     5
   4.04  Business at Regular or Special Meeting..........................     5
   4.05  Quorum of Directors.............................................     5
   4.06  Interested Directors............................................     6
   4.07  Act of Directors' Meeting.......................................     6
   4.08  Action by Written Consent Without a Meeting.....................     6



                                        i



                                                                         
ARTICLE V COMMITTEES.....................................................     6

ARTICLE VI NOTICES.......................................................     7
   6.01  Methods of Giving Notice........................................     7
   6.02  Waiver of Notice................................................     7
   6.03  Attendance as Waiver............................................     7

ARTICLE VII ACTION WITHOUT A MEETING BY USE OF CONFERENCE TELEPHONE OR
SIMILAR COMMUNICATIONS EQUIPMENT.........................................     7

ARTICLE VIII OFFICERS....................................................     8
   8.01  Executive Officers..............................................     8
   8.02  Election and Qualification......................................     8
   8.03  Salaries........................................................     8
   8.04  Term, Removal, and Vacancies....................................     8
   8.05  Chief Executive Officer.........................................     8
   8.06  President.......................................................     8
   8.07  Vice Presidents.................................................     9
   8.08  Secretary.......................................................     9
   8.09  Assistant Secretaries...........................................     9
   8.10  Treasurer.......................................................     9
   8.11  Assistant Treasurers............................................     9
   8.12  Officer's Bond..................................................     9

ARTICLE IX INDEMNIFICATION...............................................    10
   9.01  Indemnification by the Corporation..............................    10
   9.02  Expenses; Procedure.............................................    10
   9.03  Additional Indemnification......................................    10
   9.04  Definition......................................................    10

ARTICLE X CERTIFICATES FOR SHARES........................................    11
   10.01 Certificates Representing Shares................................    11
   10.02 Restriction on Transfer of Shares...............................    11
   10.03 Voting Agreements...............................................    11
   10.04 Transfer of Shares..............................................    11
   10.05 Lost, Stolen or Destroyed Certificates..........................    12
   10.06 Closing of Transfer Books and Record Date.......................    12
   10.07 Registered Shareholders.........................................    13

ARTICLE XI GENERAL PROVISIONS............................................    13
   11.01 Dividends.......................................................    13
   11.02 Reserves........................................................    13
   11.03 Negotiable Instruments..........................................    13
   11.04 Fiscal Year.....................................................    13
   11.05 Seal............................................................    13
   11.06 Books and Records...............................................    13

ARTICLE XII AMENDMENTS...................................................    14




                                       ii



                                     BYLAWS

                                       OF

                       INGRAM ENTERPRISES MANAGEMENT, INC.

                                    ARTICLE I

                                     OFFICES

     1.01 Registered Office. The registered office, until changed by action of
the Board of Directors, shall be located in the City of Dallas, County of
Dallas, State of Texas.

     1.02 Other Offices. The corporation also may have offices at such other
places both within and without the State of Texas as the Board of Directors may
from time to time determine or as the business of the corporation may require.

                                   ARTICLE II

                          MEETINGS OF THE SHAREHOLDERS

     2.01 Place of Meetings. All meetings of shareholders for the election of
directors or for any other proper purpose shall be held at such place within or
without the State of Texas as the Board of Directors may from time to time
designate, as stated in the notice of such meeting or a duly executed waiver of
notice thereof.

     2.02 Annual Meeting. An annual meeting of shareholders shall be held at
such time and date as the Board of Directors may determine. At such meeting the
shareholders entitled to vote thereat shall elect a Board of Directors and may
transact such other business as may properly be brought before the meeting.

     2.03 Special Meetings. Special meetings of shareholders may be called by
the Chairman of the Board of Directors, the President, the Board of Directors,
or the holders of at least ten percent (10%) of all the shares entitled to vote
at the proposed special meeting. If not otherwise fixed in accordance with these
Bylaws, the record date for determining shareholders entitled to call a special
meeting is the date the first shareholder signs the notice of such meeting.

     2.04 Notice of Annual or Special Meeting. Written or printed notice stating
the place, day, and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person calling the meeting, to each shareholder entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the share transfer records of the corporation, with
postage thereon prepaid.


                                       1



     2.05 Business at Special Meeting. The business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice
thereof.

     2.06 Quorum of Shareholders. Unless otherwise provided in the Articles of
Incorporation, with respect to any matter, the holders of a majority of the
shares entitled to vote on that matter, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If, however, a quorum shall
not be present or represented at any meeting of the shareholders, the holders of
a majority of the shares represented in person or by proxy at the meeting shall
have the power to adjourn the meeting until such time and to such place as they
shall determine, without notice other than announcement at the meeting. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, and the subsequent withdrawal
of any shareholder or the refusal of any shareholder to vote shall not affect
the presence of a quorum at the meeting.

     2.07 Act of Shareholders' Meeting. With respect to any matter, other than
the election of directors or a matter for which the affirmative vote of the
holders of a specified portion of the shares entitled to vote is required by law
or the Articles of Incorporation or otherwise by these Bylaws, the affirmative
vote of the holders of a majority of the shares entitled to vote on that matter
and represented in person or by proxy at a meeting of shareholders at which a
quorum is present shall be the act of shareholders. Unless otherwise provided in
the Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.

     2.08 Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent otherwise provided by law or the Articles of
Incorporation. At each election for directors, every shareholder entitled to
vote at such election shall have the right to vote the number of shares owned by
him for as many persons as there are directors to be elected and for whose
election he has the right to vote. Unless permitted by the Articles of
Incorporation, no shareholder shall be entitled to cumulate his votes by giving
one candidate as many votes as the number of such directors to be elected
multiplied by the number of shares owned by such shareholder or by distributing
such votes on the same principle among any number of such candidates.

     2.09 Proxies. At any meeting of the shareholders, each shareholder having
the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
A telegram, telex, cablegram, or similar transmission by the shareholder or a
photographic, photostatic, facsimile, or similar reproduction of a writing
executed by the shareholder shall be treated as an execution in writing for
purposes of this section. No proxy shall be valid after 11 months from the date
of its execution unless otherwise provided in the proxy. Each proxy shall be
revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest. An irrevocable proxy, if
noted conspicuously on the certificate representing the shares that are subject
to the irrevocable proxy, shall be specifically enforceable against the holder
of those shares or any successor or transferee of the holder. Unless noted
conspicuously on the certificate representing the shares


                                       2



that are subject to the irrevocable proxy, an irrevocable proxy, even though
otherwise enforceable, is ineffective against a transferee for value without
actual knowledge of the existence of the irrevocable proxy at the time of the
transfer or against any subsequent transferee (whether or not for value), but
such an irrevocable proxy shall be specifically enforceable against any other
person who is not a transferee for value from and after the time that the person
acquires actual knowledge of the existence of the irrevocable proxy.

     2.10 Voting List. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least 10 days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each shareholder, which list, for a
period of 10 days prior to such meeting, shall be kept on file at the registered
office or principal place of business of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
also shall be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be prima-facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any such meeting of shareholders.

     2.11 Action by Written Consent Without a Meeting. Any action required or
permitted by law, the Articles of Incorporation, or these Bylaws to be taken at
a meeting of the shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voting. Consent does not have to be unanimous. Every written consent signed by
the holders of less than all of the shares entitled to vote with respect to the
action that is the subject of the consent must bear the date of signature of
each shareholder who signs the consent. No written consent signed by the holders
of less than all of the shares entitled to vote with respect to the action that
is the subject of the consent shall be effective to take the action that is the
subject of the consent unless, within 60 days after the date of the earliest
dated consent delivered to the corporation in the manner required by this
Section 2.11, a consent or consents signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
the action that is the subject of the consent are delivered to the corporation
by delivery to its registered office, registered agent, principal place of
business, transfer agent, registrar, exchange agent, or an officer or agent of
the corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
corporation. A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
in writing signed by a shareholder, shall be regarded as signed by the
shareholder for purposes of this Section 2.11. Prompt notice of the taking of
any action by shareholders without a meeting by less than unanimous written
consent shall be given to those shareholders who did not consent in writing to
the action.


                                       3



                                   ARTICLE III

                               BOARD OF DIRECTORS

     3.01 Powers. The powers of the corporation shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by law, the Articles of Incorporation, or these Bylaws directed or required to
be exercised and done by the shareholders.

     3.02 Number of Directors. The Board of Directors shall consist of one or
more directors. The initial Board of Directors shall be fixed by the Articles of
Incorporation; thereafter, the number of directors shall be determined by
resolution of the Board of Directors, but no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.

     3.03 Election and Term. The directors, other than the initial Board of
Directors, shall be elected at each annual meeting of the shareholders, except
as provided in Section 3.04 of this Article, and each director elected shall
hold office until the next succeeding annual meeting and until his successor is
elected and qualified or until his death, resignation, or removal in accordance
with these Bylaws. Except as may be provided by the Articles of Incorporation,
directors need not be residents of the State of Texas or shareholders of the
corporation.

     3.04 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by an election at an annual meeting or a special meeting of the
shareholders called for that purpose or by the affirmative vote of a majority of
the remaining directors although less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or at a special meeting of the shareholders called for that purpose or
may be filled by the Board of Directors for a term of office continuing only
until the next election of one or more directors by the shareholders; provided
that the Board of Directors may not fill more than two such directorships during
the period between any two successive annual meetings of shareholders.

     Notwithstanding the preceding provisions of this section, whenever the
holders of any class or series of shares or group of classes or series of shares
are entitled to elect one or more directors by the provisions of the Articles of
Incorporation, any vacancies in such directorships and any newly created
directorships of such class or series to be filled by reason of an increase in
the number of such directors may be filled by the affirmative vote of a majority
of the directors elected by such class or series, or by such group, then in
office or by a sole remaining director so elected, or by vote of the holders of
the outstanding shares of such class or series or of such group, and such
directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Articles of Incorporation.

     3.05 Resignation and Removal. Any director may resign at any time upon
giving written notice to the corporation. At any special meeting of shareholders
called expressly for the


                                       4



purpose of removing a director or directors or at an annual meeting of
shareholders, any director or the entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.

     3.06 Compensation of Directors. As specifically prescribed from time to
time by resolution of the Board of Directors, the directors of the corporation
may be paid their expenses of attendance at each meeting of the Board and may be
paid a fixed sum for attendance at each meeting of the Board or a stated salary
in their capacity as directors. This provision shall not preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

     3.07 Chairman of the Board. The Board of Directors, at its first meeting
after each annual meeting of shareholders, may elect one of its members Chairman
of the Board. The Chairman of the Board shall preside at all meetings of the
Board of Directors and shall have such other powers and duties as usually
pertain to such position or as may be delegated by the Board of Directors.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

     4.01 First Meeting. The first meeting of each newly elected Board of
Directors shall be held without notice immediately following the shareholders'
annual meeting at which such directors were elected, at the same place as such
shareholders' meeting or at such other time and place either within or without
the State of Texas as shall be designated by the Secretary upon the written
request of a majority of the directors then elected.

     4.02 Regular Meetings. Regular meetings of the Board of Directors may be
held with or without notice at such time and at such place either within or
without the State of Texas as from time to time shall be prescribed by
resolution of the Board of Directors.

     4.03 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or the President, and shall be
called by the Chairman of the Board of Directors, the President, or the
Secretary on the written request of two directors. Written notice of special
meetings of the Board of Directors shall be given to each director at least 24
hours prior to the time of the meeting.

     4.04 Business at Regular or Special Meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

     4.05 Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, unless a greater number is
required by law or the Articles of Incorporation. If a quorum shall not be
participating at any meeting of the Board of Directors, the directors
participating thereat may adjourn the meeting from time to time, without notice
other than announcement of the meeting, until a quorum shall be participating.


                                       5



     4.06 Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, solely because the director or officer is present at or participates in
the meeting of the Board of Directors or committee thereof that authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board of Directors or committee in good
     faith authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the shareholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the shareholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved, or ratified by the Board of Directors,
     a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

     4.07 Act of Directors' Meeting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless the act of a greater number is required by law or the
Articles of Incorporation.

     4.08 Action by Written Consent Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all members of the Board of Directors or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at such meeting.

                                    ARTICLE V

                                   COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members one or more committees,
each of which shall be comprised of one or more of its members, and may
designate one or more of its members as alternate members of any committee, who
may, subject to any limitations imposed by the Board of Directors, replace
absent or disqualified members at any meeting of that committee. Any such
committee, to the extent provided in such resolution or in the Articles of
Incorporation, shall have and may exercise all of the authority of the Board of
Directors, subject to the limitations imposed by applicable law. Vacancies in
the membership of the committee shall be filled by the


                                       6



Board of Directors at a regular or special meeting of the Board of Directors.
All committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors when required. The designation of a committee of
the Board of Directors and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law. To the extent applicable, the provisions of
Article IV of these Bylaws governing the meetings of the Board of Directors
shall likewise govern the meetings of any committee thereof.

                                   ARTICLE VI

                                     NOTICES

     6.01 Methods of Giving Notice. Whenever any notice is required to be given
to any shareholder or director under the provisions of any law, the Articles of
Incorporation, or these Bylaws, it shall be given in writing and delivered
personally or mailed to such shareholder or director at such address as appears
on the records (or in the case of a shareholder, the stock transfer books) of
the corporation, and such notice shall be deemed to be delivered at the time
when the same shall be deposited in the United States mail with sufficient
postage thereon prepaid. Notice to directors also may be given by telegram, and
notice given by such means shall be deemed given at the time it is delivered to
the telegraph office.

     6.02 Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of any law, the Articles of
Incorporation, or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

     6.03 Attendance as Waiver. Attendance of a director at a meeting of the
Board of Directors or a committee thereof shall constitute a waiver of notice of
such meeting, except when a director attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

                                   ARTICLE VII

                       ACTION WITHOUT A MEETING BY USE OF
                              CONFERENCE TELEPHONE
                       OR SIMILAR COMMUNICATIONS EQUIPMENT

     Subject to the provisions hereof requiring or permitting notice of meeting,
unless otherwise restricted by the Articles of Incorporation or these Bylaws,
shareholders, members of the Board of Directors, or members of any committee
designated by such Board of Directors may participate in and hold a meeting of
such shareholders, Board of Directors, or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


                                       7



                                  ARTICLE VIII

                                    OFFICERS

     8.01 Executive Officers. The officers of the corporation shall consist of a
President and a Secretary, and may also include one or more Vice Presidents, a
Treasurer, and such other officers as are provided for in this Article. Any Vice
President of the corporation may, by the addition of a number or a word or words
before or after the title "Vice President," be designated "Senior Executive,"
"Executive," "Senior," "Trust," "Second," or "Assistant" Vice President. Each
officer of the corporation shall be elected by the Board of Directors as
provided in Section 8.02 of this Article. Any two or more offices may be held by
the same person.

     8.02 Election and Qualification. The Board of Directors, at its first
meeting after each annual meeting of shareholders, shall elect a President and a
Secretary. The Board of Directors also may elect one or more Vice Presidents, a
Treasurer, and such other officers, including assistant officers and agents, as
may be deemed necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

     8.03 Salaries. The salaries of all officers and agents of the corporation
shall be fixed by resolution of the Board of Directors.

     8.04 Term, Removal, and Vacancies. Each officer of the corporation shall
hold office until his successor is chosen and qualified or until his death,
resignation, or removal. Any officer may resign at any time upon giving written
notice to the corporation. Any officer or agent or member of a committee elected
or appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent or
member of a committee shall not of itself create contract rights. Any vacancy
occurring in any office of the corporation by death, resignation, removal, or
otherwise shall be filled by the Board of Directors.

     8.05 Chief Executive Officer. Unless the Board of Directors designates
otherwise, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
shareholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.

     8.06 President. The President shall have such powers and duties as usually
pertain to such office, except as the same may be modified by the Board of
Directors. Unless the Board of Directors shall otherwise delegate such duties,
the President shall be ex-officio a member of all standing committees, shall
have general powers of oversight, supervision, and management of the business
and affairs of the corporation, and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute bonds,
mortgages, instruments, contracts, agreements, and other documentation, except
when the signing and execution thereof shall be expressly delegated by the Board
of Directors to some other officer or agent of the corporation.


                                       8



     8.07 Vice Presidents. Unless otherwise determined by the Board of
Directors, one of the Vice Presidents shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President. The
various Vice Presidents shall perform such other duties and have such other
powers as the Board of Directors shall prescribe or as the President shall
delegate.

     8.08 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of the shareholders, record all the proceedings of the meetings of
the Board of Directors and of the shareholders in a book to be kept for that
purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings as may be prescribed by the Board of Directors
or the President. He shall keep in safe custody the seal of the corporation,
and, when authorized by the Board of Directors, affix the same to any instrument
requiring it, and, when so affixed, it shall be attested by his signature or by
the signature of an Assistant Secretary, or if there be none, the signature of
the Treasurer acting as Assistant Secretary.

     8.09 Assistant Secretaries. An Assistant Secretary, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary. An
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

     8.10 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer,
and of the financial condition of the corporation.

     8.11 Assistant Treasurers. An Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer. An
Assistant Treasurer shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

     8.12 Officer's Bond. If required by the Board of Directors, any officer so
required shall give the corporation a bond (which shall be renewed as the Board
of Directors may require) in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement, or removal from office, of any and all books,
papers, vouchers, money, and other properly of whatever kind in his possession
or under his control belonging to the corporation.


                                       9



                                   ARTICLE IX

                                 INDEMNIFICATION

     9.01 Indemnification by the Corporation. The corporation shall indemnify
any person who was, is, or is threatened to be made a named defendant or
respondent in a proceeding (as hereinafter defined) because the person (a) is or
was a director or officer of the corporation or (b) while a director or officer
of the corporation, is or was serving at the request of the corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent that a corporation may grant indemnification
to a person serving in such capacity under the Texas Business Corporation Act,
as the same exists or may hereafter be amended.

     9.02 Expenses; Procedure. Such right shall be a contract right and shall
include the right to be paid by the corporation for all expenses incurred in
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under the Texas Business Corporation Act, as the same exists or
may hereafter be amended. If a claim for indemnification or advancement of
expenses hereunder is not paid in full by the corporation within 90 days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall be entitled
to be paid also the expenses of prosecuting such claim. It shall be a defense to
any such action that such indemnification of advancement of costs of defense are
not permitted under the Texas Business Corporation Act, but the burden of
proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors or any committee thereof, special
legal counsel, or shareholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs of
defense to, the claimant is permissible in the circumstances nor an actual
determination by the corporation (including its Board of Directors or any
committee thereof, special legal counsel, or shareholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible.

     9.03 Additional Indemnification. The corporation may additionally indemnify
any person covered by the grant of mandatory indemnification contained above to
such further extent as is permitted by law and may indemnify any other person to
the fullest extent permitted by law.

     9.04 Definition. As used herein, the term "proceeding" means any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative, any appeal in such an
action, suit, or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding.


                                       10



                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     10.01 Certificates Representing Shares. The corporation shall deliver
certificates in such form as may be determined by the Board of Directors
representing shares to which shareholders are entitled. Such certificates shall
be numbered and shall be entered in the books of the corporation as they are
issued, and shall be signed by the President or Vice President and Secretary or
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issuance. If the corporation is authorized to issue shares of more than one
class, each certificate representing shares issued by the corporation shall
conspicuously set forth such provisions as are required by applicable law. If
the corporation has by its Articles of Incorporation limited or denied the
preemptive right of shareholders to acquire unissued or treasury shares of the
corporation, each certificate representing shares issued by such corporation
shall conspicuously set forth such provisions as are required by applicable law.
Each certificate representing shares shall state upon the face thereof that the
corporation is organized under the laws of the State of Texas, the name of the
person to whom issued, the number and class of shares and the designation of the
series, if any, that such certificate represents and the par value of each share
represented by such certificate or a statement that the shares are without par
value. No certificate shall be issued for any share until the amount of the
consideration therefor, fixed as provided by law, has been fully paid.

     10.02 Restriction on Transfer of Shares. If any restriction on the
transfer, or registration of the transfer, of shares shall be imposed or agreed
to by the corporation, as permitted by law, the Articles of Incorporation, or
these Bylaws, such restriction shall be noted conspicuously on each certificate
representing shares in accordance with applicable law.

     10.03 Voting Agreements. A written counterpart of any voting agreement
entered into among any number of shareholders of the corporation, or any number
of shareholders of the corporation and the corporation itself, for the purpose
of providing that shares of the corporation shall be voted in the manner
prescribed in the agreement shall be deposited with the corporation at its
principal place of business or registered office and shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation. The
existence of the agreement shall be noted conspicuously on the certificate
representing the shares that are subject to the agreement.

     10.04 Transfer of Shares. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.


                                       11



     10.05 Lost, Stolen or Destroyed Certificates. The Board of Directors, the
President, or such other officer or officers of the corporation as the Board of
Directors may from time to time designate may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen, or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate or certificates of stock to be lost, stolen, or destroyed. When
issuing such of a new certificate or certificates, the Board of Directors, the
President, or such other officer or officers, in its or his discretion and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it or he shall require and/or to give
the corporation a bond in such form, in such sum, and with such surety or
sureties as it or he may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate or certificates alleged
to have been lost, stolen, or destroyed.

     10.06 Closing of Transfer Books and Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive a distribution
by the corporation (other than a distribution involving a purchase or redemption
by the corporation of any of its own shares) (a "Distribution") or a share
dividend, or in order to make a determination of shareholders for any other
proper purpose (other than determining shareholders entitled to consent to
action taken by shareholders that is proposed to be taken without a meeting of
shareholders), the Board of Directors may provide that the share transfer
records shall be closed for a stated period but not to exceed, in any case, 60
days. If the share transfer records shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such records shall be closed for at least 10 days immediately
preceding such meeting. In lieu of closing the share transfer records, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 60 days
and, in case of a meeting of shareholders, not less than 10 days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If the share transfer records are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive a Distribution
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
Distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 10.06, such determination shall apply to any
adjournment thereof, except when the determination has been made through the
closing of the share transfer records and the stated period of closing has
expired. Unless a record date shall have previously been fixed or determined
pursuant to this Section 10.06, whenever action by shareholders is proposed to
be taken by consent in writing without a meeting of shareholders, the Board of
Directors may fix a record date for the purpose of determining shareholders
entitled to consent to that action, which record date shall not precede, and
shall not be more than 10 days after, the date upon which the resolution fixing
the record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors and the prior action of the Board of Directors
is not required by law, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be the first date on which
a signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation as provided in Section 2.11. If no record


                                       12



date shall have been fixed by the Board of Directors and prior action of the
Board of Directors is required by law, the record date for determining
shareholders entitled to consent to action in writing without a meeting shall be
at the close of business on the date on which the Board of Directors adopts a
resolution taking such prior action.

     10.07 Registered Shareholders. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

                                   ARTICLE XI

                               GENERAL PROVISIONS

     11.01 Dividends. Dividends upon the outstanding shares of the corporation,
except as provided by applicable law and the Articles of Incorporation, may be
declared by the Board of Directors at any annual, regular, or special meeting.
Dividends may be declared and paid in cash, in property, or in shares of the
corporation, or in any combination thereof. The declaration and payment shall be
at the discretion of the Board of Directors.

     11.02 Reserves. There may be created from time to time by resolution of the
Board of Directors, out of the earned surplus of the corporation, such reserve
or reserves as the directors in their discretion think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the corporation, or for such other purpose as the directors shall think
beneficial to the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

     11.03 Negotiable Instruments. All bills, notes, checks, or other
instruments for the payment of money shall be signed or countersigned by such
officer or officers or such other person or persons and in such manner as are
permitted by these Bylaws or in such manner as the Board of Directors may from
time to time prescribe by resolution.

     11.04 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

     11.05 Seal. The corporation may have a corporate seal and, if the Board of
Directors adopts a corporate seal, the corporate seal shall have inscribed
thereon the name of the corporation and may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.

     11.06 Books and Records. The corporation shall keep books and records of
account and shall keep minutes of the proceedings of the shareholders, the Board
of Directors, and each committee of the Board of Directors. The corporation
shall keep at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of the original issuance of
shares issued by the corporation and a record of each transfer of those shares
that have been presented to the corporation for registration of transfer. Such
records shall contain the names and addresses of all past and current
shareholders of the corporation and the number


                                       13



and class or series of shares issued by the corporation held by each of them.
Any books, records, minutes, and share transfer records may be in written form
or in any other form capable of being converted into written form within a
reasonable time.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws shall be adopted by the Board of Directors. The Board of
Directors may amend or repeal these Bylaws or adopt new bylaws, unless (a) the
Articles of Incorporation or applicable law reserves the power exclusively to
the shareholders in whole or in part or (b) the shareholders in amending,
repealing, or adopting a particular bylaw expressly provide that the Board of
Directors may not amend or repeal that bylaw. Unless the Articles of
Incorporation or a bylaw adopted by the shareholders provides otherwise as to
all or some portion of the corporation's Bylaws, the shareholders may amend,
repeal, or adopt these Bylaws even though these Bylaws may also be amended,
repealed, or adopted by the Board of Directors.


                                       14



                            CERTIFICATE OF SECRETARY

     The undersigned does hereby certify that (i) he is the duly elected and
qualified Secretary of INGRAM ENTERPRISES MANAGEMENT, INC., a Texas corporation
and (ii) the foregoing is a true and correct copy of the Bylaws of the
corporation reviewed and adopted by the Board of Directors of the corporation on
April 27, 1999.


                                        ----------------------------------------
                                        John C. Miller, Secretary


                                       15

EX-3.25(A)

                                                                   Exhibit 3.25a

                            ARTICLES OF INCORPORATION

     These Articles of Incorporation are signed and acknowledged by the
incorporators for the purpose of forming a corporation for profit under the
provisions of Act No. 327 of the Public Acts of 1931, as amended, as follows:

                                   ARTICLE I.

     The name of the corporation is KURTZ GRAVEL COMPANY

                                   ARTICLE II.

     The purpose or purposes for which the corporation is formed are as follows:

     1.   To manufacture, process, buy, sell, and deal in cement, ready mix
          concrete, stone, gravel, sand, soil and dirt; and to erect, or buy,
          lease or other- wise acquire, manufactories, kilns, buildings, stone
          quarries, gravel pits and lands; to build, maintain and operate
          manufactories, kilns, warehouses, and depots for manufacturing and
          storing, buying, selling and dealing in cement ready mix concrete,
          gravel, stone, sand and other products, and to transport or cause to
          be transported the same, and to do any and all things incidental
          therein and necessary and proper to be done in connection with the
          matters and things aforesaid or any of them.

     2.   To own, buy, sell, exchange and deal in real estate and any interest
          of any kind whatsoever therein.

In general to carry on any business in connection therewith and incident thereto
not forbidden by the laws of the State of Michigan and with all the powers
conferred upon corporation by the laws of the State of Michigan.

                                  ARTICLE III.

      Location of the first registered office is:

      G-5300   N. Dort Highway   Flint,   7, Genesee   Michigan
      (No.)    (Street)          (City)   (Zone)       (County)

     Postoffice address of the first registered office is:

      G-5300   N. Dort Highway   Flint    7,           Michigan
      (No.)    (Street)          (City)   (Zone)

                                   ARTICLE IV.

     The name of first resident agent is Clayton W. Kurtz

FORM 1
GOLD SEAL APPEARS ONLY ON ORIGINAL



                                   ARTICLE V.

                      The total submitted capital stock is

                                                  
    ( Preferred shs. ___________________________ )   ( Par Value $_______________________ )
(1) (                                            )   (                                    ) per share
    ( Common shs. 15,000                         )   ( Par Value $10.00                   )

                                                     ( Book Value $______________________ )
                                                     (                                    ) per share
                   ( Preferred ____ )                ( Price fixed for sale $____________ )
and/or shs. of (2) (                ) no par value
                   ( Common _______ )                ( Book Value $______________________ )
                                                     (                                    ) per share
                                                     ( Price fixed for sale $____________ )



     (3) A statement of all or any of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof is as follows:

         The shareholders shall have the right to vote at all meetings.

                                   ARTICLE VI.

      The name and places of residence or business of each of the incorporators
and the number and class of shares subscribed for by each are as follows:
(Statute requires one or more incorporators)




              Residence or Business Address          Number of Shares
       -------------------------------------------       Par Stock
Name   (No.)   (Street)   (City)       (State)            Common
- ----   -----   --------   ------   ---------------   ----------------
                                      
Clayton W. Kurtz G 4291 Gregor St., Genesee, Mich.         7800
Howard G. Bigelow, G5370 Bray Rd., Flint 5, Mich.          3250
Donald R. Kurtz, C7050 N. Center Rd., Mt. Morris,          1950
                                          Michigan


                                  ARTICLE VII.

     The names and addresses of the first board of directors are as follows:

     (Statute requires at least three directors):



                              Residence or Business Address
                    ------------------------------------------------
Name                 (No.)      (Street)         (City)      (State)
- ----                ------   --------------   -----------   --------
                                                
Clayton W. Kurtz    G 4291   Gregor St.,      Genesee,      Michigan
Howard G. Bigelow   G 5370   Bray Road        Flint,        Michigan
Donald R. Kurtz     C 7050   N. Center Rd.,   Mt. Morris,   Michigan


FORM 1
GOLD SEAL APPEARS ONLY ON ORIGINAL



                                  ARTICLE VIII.

     The term of the corporate existence is thirty years.

                                   ARTICLE IX.

     Whenever a compromise or arrangement of any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them and/or between this corporation and its shareholders or any class of
them, any court of equity jurisdiction within the state of Michigan, may on the
application of this corporation or of any creditor or any shareholder thereof,
or on the application of any receiver or receivers appointed for this
corporation, order a meeting of the creditors or class of creditors, and/or of
the shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in such
manner as said court directors. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
shareholders or class of shareholders, as the case may be, to be affected by the
proposed compromise or arrangement or reorganization, agree to any compromise or
arrangement or to any reorganization of this corporation as a consequence of
such compromise or arrangement, said compromise or arrangement and said
reorganization shall, if sanctioned by the court to which the said application
has been made, by binding on all the creditors or class of creditors, and/or on
all the shareholders or class of shareholders, as the case may be, and also on
this corporation.

 ______________________________________________________________________________

 ______________________________________________________________________________

 ______________________________________________________________________________

 ______________________________________________________________________________

 ______________________________________________________________________________

 ______________________________________________________________________________

 ______________________________________________________________________________

     We, the incorporators, sign our names this 7th day of December 1957

   (All parties appearing under Article VI are required to sign in this space)


[Signature] [Clayton W. Kurtz]
- -------------------------------------


(Clayton W. Kurtz)
- -------------------------------------


[Signature] [Howard G. Bigelow]
- -------------------------------------


(Howard G. Bigelow)
- -------------------------------------


[Signature] [Donald R. Kuntz]
- -------------------------------------


(Donald R. Kurtz)
- -------------------------------------

FORM 1
GOLD SEAL APPEARS ONLY ON ORIGINAL



STATE OF MICHIGAN ________ )         (One or more of the parties signing must
                           )   ss.        acknowledge before the Notary)
COUNTY OF Genesee          )

     On this 7th day of December, 1957 before me personally appeared Clayton W.
Kurtz to me known to be [one of] the persons described in and who executed the
foregoing instrument, and acknowledged that they executed the same as their free
act and deed.


                                        [Signature] Violet G. Evans
                                        ----------------------------------------
                                        (Signature of Notary)


                                        Violet G. Evans
                                        (Print or type name of Notary)


                                        Notary Public for Genesee County
                                        State of Michigan.

                                        My commission expires August 26, 1961
                                        (Notarial seal required if
                                        acknowledgment taken out of State)

FORM 1
GOLD SEAL APPEARS ONLY ON ORIGINAL



Form 1 - 4-15-57-35M
                                              
                   ORIGINAL                                  RECEIVED

      (CORPORATION FOR PECUNIARY PROFIT)                   DEC 10 1957

           ARTICLES OF INCORPORATION
                                                     MICHIGAN CORPORATION AND
                      OF                              SECURITIES COMMISSION

             Kurtz Gravel Company
     (Please type or print corporate name)

                  ----------

     Under Art No. 327, Public Acts, 1932,
                  as amended

                  ----------

 (This blank prepared by Michigan Corporation
         and Securities Commissions.)
                    [FILED]

                 [DEC 12 1957]

                  [Signature]

[Michigan Corporation & Securities Commission]

      MAIL THREE SIGNED AND ACKNOWLEDGED
                  COPIES TO:                         MICHIGAN CORPORATION AND
                                                      SECURITIES COMMISSION

 Michigan Corporation & Securities Commissions             DEC 12 1957
P. O. Box 893              Lansing 4, Michigan
                                                 [MS]                       [MD]
                                                 -------------------------------
                    [Logo]                                 Compared by

EX-3.25(B)

                                                                   Exhibit 3.25b

                                STATE OF MICHIGAN
                         MICHIGAN DEPARTMENT OF TREASURY
                              CORPORATION DIVISION
                                LANSING, MICHIGAN
                                       
                  NOTE                          DO NOT WRITE IN SPACE BELOW - FOR DEPARTMENT USE
                  ----                    ------------------------------------------------------------
This form may be filed to increase the    Date Received:
authorized capital stock of a Michigan
corporation pursuant to the provisions      NOV 6 1972                        FILED
of Section 43, Act 327, P.A. of 1931 as
amended.                                                         Michigan Department of Commerce
                                          ______________
MAIL ONE SIGNED AND ACKNOWLEDGED TO:
                                          ______________                     NOV 8 1972
    Michigan Department of Treasury
       Corporation Division               ______________
 P.O. Drawer C Lansing, Michigan 48904
                                          ______________                                   Director
Filing Fee - $5.00                        ______________
Franchise Fee - 1/2 mill on each dollar
of increase over highest previous         ______________
authorized capital stock
                                          ______________
(Make fee payable to State of Michigan)

                               CERTIFICATE OF INCREASE OF CAPITAL STOCK

                                         Kurtz Gravel Company
                                           (Corporate Name)

                     a Michigan corporation, whose registered office is located at
                                        G-5300 N. Dort Highway
                                               (Street)

 Flint Genesee, Michigan 48505, certifies pursuant to the provisions of Section 43 of
(City) (County)          (Zip Code)

Act 327, Public Acts of 1931, as amended, that at a meeting of the stockholders of the said
corporation called for the purpose of increasing its authorized capital stock, and held on the 27th
day of January, 1972, it was resolved, by the vote of the holders of a majority of the shares of each
class of shares entitled to vote and a majority of shares of each class whose rights, privileges or
preferences are so changed, that the authorized capital stock be increased from:

( Preferred shs. _________________________ )
(                                          )                 ( Par Value $________________ )
( Common shares 72,500                     )                 (                             ) per share
                                                             ( Par Value $10.00            )

                                   (                         ( Book Value $_______________ )
                                   ( Preferred _____________ (                             ) per share
                                   (                         ( Price fixed for sale $_____ )
and/or (2), shares of no par value (
                                   (                         ( Book Value $_______________ )
                                   ( Common ________________ (                             ) per share
                                   (                         ( Price fixed for sale $_____ )

                                          (Please turn page)





                                        

and that the provisions of the Articles of Incorporation relating to capital stock are amended to read
as follows:

( Preferred shs. _________________________ )
(                                          )                 ( Par Value $________________ )
( Common shares 99,500                     )                 (                             ) per share
                                                             ( Par Value $10.00            )

                                   (                         ( Book Value $_______________ )
                                   ( Preferred _____________ (                             ) per share
                                   (                         ( Price fixed for sale $_____ )
and/or (2), shares of no par value (
                                   (                         ( Book Value $_______________ )
                                   ( Common ________________ (                             ) per share
                                   (                         ( Price fixed for sale $_____ )

(3) A statement of all or any of the designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof is as follows:

(Permissions need not be stated unless changed.  A rider may be attached.)
______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

______________________________________________________________________________________________________

Signed on October 16, 1972

                                           KURTZ GRAVEL COMPANY


                                           By
                                              --------------------------------------------------------
                                              (President) Donald R. Kurtz


                                           -----------------------------------------------------------
                                           (Secretary) Laura B. Bigelow

STATE OF MICHIGAN   )
                    ) ss.
COUNTY OF GENESEE   )

     On this 16th day of October, 1972, before me appeared Donald R. Kurtz, of
the Kurtz Gravel Company, which executed the foregoing instrument, to me
personally known, who, being by me duly sworn, did say that he is the president
or vice president of said corporation, and that - [the seal affixed to said
instrument is the corporate seal of said corporation, and that] said instruments
was signed - [and sealed] in behalf of said corporation by authority of its
board of directors, and said officer acknowledged said instrument to be the free
act and deed of said corporation.

- -    If corporation has no seal strike out the words in brackets and add at end
     of acknowledgement the following: "and that said corporation has no
     corporate seal."


                                           -----------------------------------------------------------
                                           (Signature of Notary

                                           Notary Public for Genesee County,
                                           State of Michigan.

                                           My commission expires
                                                                 -------------------------------------

                                           (Notarial seal required if acknowledgement taken out of
                                           State)

EX-3.25(C)

                                                                   Exhibit 3.25c

      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY)                                              Date Received

                              FILED                                 MAY 11, 1987

                          MAY 14, 1987

                          Administrator
                MICHIGAN DEPARTMENT OF COMMERCE
                Corporation & Securities Bureau

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                        FOR USE BY DOMESTIC CORPORATIONS

   (Please read instructions and Paperwork Reduction Act notice on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned corporation executes the following Certificate:

1.   The present name of the corporation is: Kurtz Gravel Company

2.   The corporation identification number (CID) assigned by the Bureau is:
     1 5 0 -- 6 1 7

3.   The location of its registered office is:

     G-5300 N Dort Hwy Flint, Michigan 48505
     (Street Address)  (City)       (ZIP Code)

4.   Article EIGHT (VIII) of the Articles of Incorporation is hereby amended to
     read as follows:

     The term of the Corporation existence is perpetual.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
     OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
     OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a.   [ ]  The foregoing amendment to the Articles of Incorporation was duly
          adopted on the _____ day of ____________________, 19___, in accordance
          with the provisions of the Act by the unanimous consent of the
          incorporator(s) before the first meeting of the board of directors or
          trustees.

          Signed this ______________ day of ______________________________, 19__


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


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


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


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


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


          ---------------------------------   ----------------------------------
                (Signatures of all incorporators; type or print name under
                                      each signature)

b.   [X]  The foregoing amendment to the Articles of Incorporation was duly
          adopted on the 16th day of February, 1987. The amendment: (check one
          of the following)

          [X]  was duly adopted in accordance with Section 611(2) of the Act by
               the vote of the shareholders if a profit corporation, or by the
               vote of the shareholders or members if a nonprofit corporation,
               or by the vote of the directors if a nonprofit corporation
               organized on a nonstock directorship basis. The necessary votes
               were cast in favor of the amendment.

          [ ]  was duly adopted by the written consent of all the directors
               pursuant to Section 525 of the Act and the corporation is a
               nonprofit corporation organized on a nonstock directorship basis.

          [ ]  was duly adopted by the written consent of the shareholders or
               members having not less than the minimum number of votes required
               by statute in accordance with Section 407(1) and (2) of the Act.
               Written notice to shareholders or members who have not consented
               in writing has been given. (Note: Written consent by less than
               all of the shareholders or members is permitted only if such
               provision appears in the Articles of Incorporation.)

          [ ]  was duly adopted by the written consent of all the shareholders
               or members entitled to vote in accordance with Section 407(3) of
               the Act.

                                    Signed this 16th day of February, 1987


                                    By
                                       -----------------------------------------
                                       (Signature)

                                    --------------------------------------------
                                    (Type or Print Name)   (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.25(D)

                                                                   Exhibit 3.25d

      MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU

Date Received                                              (FOR BUREAU USE ONLY)

JUL 2 - 1996
                                                       FILED
NAME
                                                    JUL 11 1996
Richard S. Harris

ADDRESS                                            Administrator
                                   MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
2370 S. Linden Road, Suite 100                CORPORATION, SECURITIES &
                                              LAND DEVELOPMENT BUREAU
CITY       STATE    ZIP CODE
Flint,   Michigan   48532          EFFECTIVE DATE: _____________________________

DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTERED ABOVE

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                        FOR USE BY DOMESTIC CORPORATIONS
            (Please read instructions and instructions on last page)

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:

1.   The present name of the corporation is:

     Kurtz Gravel Company

2.   The identification number assigned by the Bureau is: 1 5 0 -- 6 1 7

3.   The location of its registered office is:

     G-5300 N Dort Highway, Flint, Michigan 48505
     (Street Address)       (City)       (ZIP Code)

4.   Article V of the Articles of Incorporation is hereby amended to read as
     follows:

     The total authorized shares are:

1.   11,000 shares of voting Common A (or Class A), par value $10.00 per share;
     and 895,500 shares of non-voting Common B (or Class B), par value $1.00 per
     share. There are no preferred shares.

2.   A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:

     A.   The Common A shares shall be voting, and the Common B shares shall be
          non-voting.

     B.   Upon dissolution of the Corporation, each share of Common A stock
          shall be entitled to 10 times the net proceeds from the dissolution as
          each share of Common B stock.

GOLD SEAL APPEARS ONLY ON ORIGINAL



5.   COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
     OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
     OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.

a.   [ ]  The foregoing amendment to the Articles of Incorporation was duly
          adopted on the _____ day of ____________________, 19__, in accordance
          with the provisions of the Act by the unanimous consent of the
          incorporator(s) before the first meeting of the board of directors or
          trustees.

     Signed this _________ day of ___________________________________, 19__


- -------------------------------------   ----------------------------------------
             (Signature)                               (Signature)

- -------------------------------------   ----------------------------------------
         (Type or Print Name)                     (Type or Print Name)


- -------------------------------------   ----------------------------------------
             (Signature)                               (Signature)

- -------------------------------------   ----------------------------------------
         (Type or Print Name)                      (Type or Print Name)

b.   [X]  The foregoing amendment to the Articles of Incorporation was duly
          adopted on the 31st day of March, 1996. The amendment: (check one of
          the following)

     [ ]  was duly adopted in accordance with Section 611(2) of the Act by the
          vote of the shareholders if a profit corporation, or by the vote of
          the shareholders or members if a nonprofit corporation, or by the vote
          of the directors if a nonprofit corporation organized on a nonstock
          directorship basis. The necessary votes were cast in favor of the
          amendment.

     [ ]  was duly adopted by the written consent of all the directors pursuant
          to Section 525 of the Act and the corporation is a nonprofit
          corporation organized on a nonstock directorship basis.

     [ ]  was duly adopted by the written consent of the shareholders or members
          having not less than the minimum number of votes required by statute
          in accordance with Section 407(1) and (2) of the Act if a nonprofit
          corporation, or Section 470(1) of the Act if a profit corporation.
          Written notice to shareholders who has not consented in writing has
          been given. (Note: Written consent by Less than all of the
          shareholders or members is permitted only if such provision appears in
          the Articles of incorporation.)

     [X]  was duly adopted by the written consent of all the shareholders or
          members entitled to vote in accordance with section 407(3) of the Act
          if a nonprofit corporation, or Section 407(2) of the Act if a profit
          corporation.

                                    Signed this 31st day of March, 1996


                                    By
                                       -----------------------------------------
                                       (Only Signature of President,
                                       Vice-President, Chairperson or
                                       Vice-Chairperson)

                                    Daniel V. Guthrie, President
                                    --------------------------------------------
                                    (Type or Print Name)   (Type or Print Title)

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.25(E)

                                                                   Exhibit 3.25e

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                              KURTZ GRAVEL COMPANY

                                    ARTICLE I

     SECTION 1. NAME. The name of the Corporation is Kurtz Gravel Company.

                                   ARTICLE II
                             OFFICER AND FISCAL YEAR

     SECTION 1. OFFICES. The registered office of the Corporation shall be
located in the State of Michigan at such location as shall be designated from
time to time by the Board of Directors. The initial registered office shall be
as is set forth on the Articles of Incorporation. The Corporation may also have
offices at such other places as the Board of Directors may from time to time
appoint or as the business of the Corporation may require.

     SECTION 2. FISCAL YEAR. The Board of Directors shall, within twelve months
of the date of the first meeting of directors, adopt an accounting year in
accordance with the regulations promulgated under Section 441 of the Internal
Revenue Code of 1986, or any statute of similar import.

                                   ARTICLE III
                             SHAREHOLDERS' MEETINGS

     SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders shall be held at
the registered office of the Corporation or at any other place (within or
without the State of Michigan) the Board of Directors or Shareholders may from
time to time select.

     SECTION 2. ANNUAL MEETING. An annual meeting of the shareholders will be
held at 1:00 p.m. on the last Wednesday in the last calendar month of each
fiscal year, and if such day is a legal holiday, then on the next following
secular day that is not a legal holiday, and the shareholders entitled to vote
shall elect a Board of Directors and transact other business. If an annual
meeting has not been called and held within six months after the time designated
for it, any shareholder entitled to vote may call it.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of the shareholders for any
purpose or purposes may be called by the President, by a majority of the Board
of Directors, or by the holders of one-tenth or more of the shares outstanding
and entitled to vote.

     SECTION 4. NOTICE OF MEETINGS. A written or printed notice of each
shareholders' meeting, stating the place, day and hour of the meeting, and in
case of a special meeting the purpose or purposes of the meeting shall be given
by the secretary of the Corporation or by the person authorized to call the
meeting, to each shareholder of record entitled to vote at the meeting. This
notice shall be sent at least ten days (but not more than sixty days) before the
date named for the meeting (unless a greater period of notice is required by law
in a particular case) to



each shareholder by United States mail or by telegram, charges prepaid, to his
address appearing on the books of the Corporation.

     SECTION 5. WAIVER OF NOTICE. A shareholder, either before or after a
shareholders' meeting, may waive notice of the meeting; and his waiver shall be
deemed the equivalent of giving notice. Attendance at a shareholders' meeting,
either in person or by proxy, of a person entitled to notice shall constitute a
waiver of notice of the meeting, unless he attends for the express purpose of
objecting to the transaction of business on the ground that the meeting was not
lawfully called or convened. Any waiver may be made in writing, signed by the
person, or persons entitled to such notice, or by telegram, radiogram or
cablegram.

     SECTION 6. VOTING RIGHTS. Subject to the provisions of the law of the State
of Michigan and the Articles of Incorporation, each holder of voting common
stock in this corporation shall be entitled at each shareholders' meeting to one
vote for every share of stock standing in his name on the books of the
Corporation; but, transfers of shares that are transferred on the books of the
Corporation within ten days next preceding the date set for a meeting shall not
be entitled to notice of, or to vote at, the meeting.

     SECTION 7. PROXIES. A shareholder entitled to vote may vote in person or by
proxy, executed in writing by the shareholder or by his attorney-in-fact. A
proxy shall not be valid after eleven months from the date of its execution
unless a longer period is expressly stated in it. Such proxy shall be filed with
the secretary of the Corporation before or at the time of the meeting.

     SECTION 8. QUORUM. The presence, in person or by proxy, of the holder(s) of
a majority of the shares outstanding and entitled to vote shall constitute a
quorum at meetings of shareholders. At a duly organized meeting, stockholders
present can continue to do business until adjournment even though enough
stockholders withdraw to leave less than a quorum.

     SECTION 9. ADJOURNMENTS. Any meeting of shareholders may be adjourned.
Notice of the adjourned meeting or of the business to be transacted there, other
than by announcement at the meeting at which the adjournment is taken, shall not
be necessary. At an adjourned meeting at which a quorum is present or
represented, any business may be transacted which could have been transacted at
the meeting originally called.

     SECTION 10. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted by the Act to be taken at an annual or special meeting of shareholders
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted.

     Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to shareholders who have not
consented in writing.

     SECTION 11. MANNER OF VOTING. The voting at all meetings of shareholders
may be by voice vote or by written ballot, including the election of directors,
but upon the request of qualified holders holding at least 10 percent of the
issued and outstanding stock of the Corporation, the vote shall be taken by
written ballot, each of which shall state the name of the


                                       2



shareholder voting and the number of shares voted by the person, and if the
ballot be cast by proxy, it shall state the name of the holder of the proxy. If
a quorum is present, the affirmative vote of the majority of shares represented
at the meetings shall be the act of the shareholders unless the vote of a
greater number, or voting by classes, is required by the laws of the State of
Michigan, the Articles of Incorporation, or these By-Laws.

                                   ARTICLE IV
                             THE BOARD OF DIRECTORS

     SECTION 1. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. The business and
affairs of the Corporation shall be managed by a Board of Directors consisting
of three (3) individual(s) as selected by the shareholders. The directors need
not be residents of the State of Michigan, or hold shares in this corporation.
Each director, except one appointed to fill a vacancy, shall be elected to serve
for the term of one year and until his successor shall be elected and shall
qualify, or until his prior resignation, death, or removal. The number of
directors may be increased or decreased, from time to time, by an amendment to
these By-Laws. Any increased number of directors shall be elected by the
stockholders at the next regular meeting or at a special meeting called for that
purpose. The first Board of Directors shall hold office until the first annual
meeting of the shareholders.

     SECTION 2. VACANCIES. Vacancies on the Board of Directors shall be filled
by a majority of the remaining members of the board, though less than a quorum.
Each director so selected shall serve until his successor is elected by the
shareholders at the next annual meeting or at a special meeting earlier called
for that purpose. The other members of the Board of Directors may declare vacant
the office of a director who is convicted of a felony or who is declared of
unsound mind by an order of Court.

     SECTION 3. COMPENSATION. Directors shall not receive a salary for their
services as directors; but, by resolution of the board, a fixed sum and expenses
of attendance may be allowed for attendance at each meeting of the board. A
director may serve the Corporation in a capacity other than that of director and
receive compensation for the services rendered in that other capacity.

     SECTION 4. REMOVAL. At a meeting of shareholders called for that purpose,
the entire Board of Directors or any individual director may be removed from
office without assignment of cause by the vote of a majority of the shares
entitled to vote at an election of directors. When any director is removed, a
new director may be elected at the same meeting of the shareholders for the
unexpired term of such director removed. If the shareholders fail to elect a
person to fill the unexpired term of the director removed, such unexpired term
shall be considered a vacancy on the board of directors to be filled by the
remaining directors.

                                    ARTICLE V
                              MEETINGS OF THE BOARD

     SECTION 1. PLACE OF MEETINGS. The meetings of the Board of Directors may be
held at the registered office of the Corporation or (subject to Section 2 of
Article V of these by-laws)


                                       3



at any place within or without the State of Michigan that a majority of the
Board of Directors may from time to time by resolution appoint.

     SECTION 2. ANNUAL MEETING. The Board of Directors will meet each year
immediately after the annual meeting of the shareholders at the place that
meeting has been held, to elect officers and consider other business.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called at any time by the President or by any member of the Board.

     SECTION 4. NOTICE OF MEETINGS. Notice of the annual meetings of the Board
of Directors need not be given. Written notice of each special meeting, setting
forth the time and place of the meeting shall be given to each director at least
three days before the meeting. This notice may be given either personally, or by
sending a copy of the notice through the United States mail or by telegram,
charges prepaid, to the address of each director appearing on the books of the
Corporation.

     SECTION 5. WAIVER OF NOTICE. A director may waive in writing notice of a
special meeting of the board either before or after the meeting; and his waiver
shall be deemed the equivalent of giving notice. Attendance of a director at a
meeting shall constitute waiver of notice of that meeting, unless he attends for
the express purpose of objecting to the transaction of business because the
meeting has not been lawfully called or convened. Notice may be waived by
written statement, telegram, radiogram, or cablegram.

     SECTION 6. QUORUM. At meetings of the Board of Directors a majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business. If a quorum is present, the acts of a majority of the
directors in attendance shall be the acts of the board.

     SECTION 7. ADJOURNMENT. A meeting of the Board of Directors may be
adjourned. Notice of the adjourned meeting or of the business to be transacted
there, other than by announcement at the meeting at which the adjournment is
taken, shall not be necessary. At an adjourned meeting at which a quorum is
present, any business may be transacted which could have been transacted at the
meeting originally called.

     SECTION 8. INFORMAL ACTION BY DIRECTORS. If all the directors or members of
a committee severally or collectively consent in writing to any action taken or
to be taken by the Corporation or committee and the writing or writings
evidencing their consent are filed with the secretary of the Corporation, the
action shall be as valid as though it had been authorized at a meeting of the
board or of the committee.

                                   ARTICLE VI
                         OFFICERS, AGENTS, AND EMPLOYEES

     SECTION 1. OFFICERS. The executive officers of the Corporation shall be
chosen by the Board of Directors and shall consist of a Chairman of the Board,
President, Vice-President, Secretary, and Treasurer. Other officers, assistant
officers, agents and employees that the board


                                       4



of Directors from time to time may deem necessary may be elected by the board or
be appointed in a manner prescribed by the board.

     Two or more offices may be held by the same person. Officers shall hold
office until their successors are chosen and have qualified, unless they are
sooner removed from office as provided in these by-Laws, resign, or are
deceased.

     SECTION 2. VACANCIES. When a vacancy occurs in one of the executive offices
by death, resignation or otherwise, it shall be filled by the Board of
Directors. The officer so selected shall hold office until his successor is
chosen and qualified.

     SECTION 3. SALARIES. The Board of Directors shall fix the salaries of the
officers of the Corporation. The salaries of other agents and employees of the
Corporation may be fixed by the Board of Directors or by an officer to whom that
function has been delegated by the board.

     In the event that any compensation paid to or for the benefit of a
director, officer, or employee, including, but not limited to, salary,
contribution to qualified employee benefit plans, commissions, bonuses,
interest, rent, travel or entertainment expense, or automobile expense shall be
disallowed in whole or in part as a deductible expense by the state or local
revenue department, Internal Revenue Service or court of law, such amount shall
be reimbursed by said director, officer or employee to the full extent of such
disallowance. Such amount shall be repaid to the Corporation within 60 days of
final judicial or administrative determination of such disallowance. The Board
of Directors of the Corporation shall have the duty to enforce repayment of any
such disallowance.

     SECTION 4. REMOVAL OF OFFICERS AND AGENTS. An officer or agent of the
Corporation may be removed by a majority vote of the Board of Directors whenever
in their judgment the best interests of the Corporation will be served by the
removal. The removal shall be without prejudice to the contract rights, if any,
of the person so removed. Any officer may resign at any time by giving written
notice to the Board of Directors or to the President or to the Secretary of the
Corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

     SECTION 5. CHAIRMAN OF THE BOARD: POWERS AND DUTIES. The Chairman of the
Board shall perform such duties as are delegated to such person by the Board of
Directors. The Chairman of the Board shall be the presiding officer at all
meetings of the stockholders and directors at which the Chairman is present. The
Chairman shall see that all orders and resolutions of the Board are carried into
effect.

     SECTION 6. PRESIDENT: POWERS AND DUTIES. The President shall be the chief
executive officer of the Corporation and shall have general supervision of the
business of the Corporation, subject to the control of the Board of Directors.
He shall present at each annual meeting of the shareholders a report of the
business of the corporation for the preceding fiscal year, and shall perform
whatever other duties the Board of Directors may from time to time prescribe.
Subject to such rules as may be prescribed by the Board of Directors, the
President shall have authority to appoint such agents and employees of the
Corporation as he shall deem necessary, and to


                                       5



prescribe their powers, duties, compensation, and delegate authority to them;
sign, execute, and acknowledge, on behalf of the Corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases, reports, and all other
documents or instruments necessary or proper to be executed in the course of the
Corporation's regular business, or which shall be authorized by resolution of
the Board of Directors. In the absence or disability of the Chairman, the
President shall perform the duties of the Chairman.

     SECTION 7. VICE-PRESIDENT: POWERS AND DUTIES. The Vice-President shall, in
the absence or disability of the President, perform the duties and exercise the
powers of the President. He shall also perform whatever duties and have whatever
powers the Board of Directors may from time to time assign him.

     SECTION 8. SECRETARY: POWERS AND DUTIES. The Secretary shall attend all
meetings of the directors and of the shareholders and shall keep or cause to be
kept a true and complete record of the proceedings of those meetings. He shall
give, or cause to be given, notice of all meetings of the directors or of the
shareholders, and shall perform whatever additional duties the Board of
Directors and the President may from time to time prescribe.

     SECTION 9. TREASURER: POWERS AND DUTIES. The Treasurer shall have custody
of corporate funds and securities. He shall keep full and accurate accounts of
receipts and disbursements, and shall deposit all corporate moneys and other
valuable effects in the name and to the credit of the Corporation in a
depository or depositories designated by the Board of Directors. He shall
disburse the funds of the Corporation and shall render to the President or the
Board of Directors, whenever they may require it, an account of his transactions
as Treasurer and of the financial condition of the Corporation.

     SECTION 10. DELEGATION OF DUTIES. Whenever an officer is absent or whenever
for any reason the Board of Directors may deem it desirable, the board may
delegate the powers and duties of an officer to any other officer or officers or
to any director or directors.

     SECTION 11. COMMITTEES. The Board of Directors by resolution adopted by a
majority of the directors actually elected and qualified, may designate one or
more directors and other persons to constitute an executive committee, and may
appoint such other committees as it deems necessary. Each such committee shall
have and shall exercise such powers as shall be conferred or authorized by the
resolution appointing it. A majority of any such committee may determine its
action and may fix the time and place of its meeting unless otherwise provided
by the Board of Directors. The Board of Directors shall have the power at any
time to fill vacancies in, to change the size and membership of, and to
discharge any such committee. Each such committee shall keep a written record of
its acts and proceedings, and shall submit such record to the Board of Directors
at such times as requested by the Board of Directors.

     SECTION 12. BONDS. The Board of Directors, may by resolution, require any
and all of the officers to give bonds to the Corporation, with sufficient surety
or sureties, conditioned on the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.


                                       6



                                   ARTICLE VII
                  SHARE CERTIFICATES AND THE TRANSFER OF SHARES

     SECTION 1. SHARE CERTIFICATES. The share certificates shall be in a form
approved by the Board of Directors. Each certificate shall be signed by the
President or the Vice-President and the Secretary. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and the date of issue, shall be entered on the stock transfer books of
the Corporation. In case any officer who has signed any certificate for shares
shall have ceased to be an officer, whether because of death, resignation, or
otherwise before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer as of the date of its issue.

     SECTION 2. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by the laws of Michigan, shall not be bound to recognize any
equitable or other claim to or interest in the shares.

     SECTION 3. TRANSFERS OF SHARES. Shares of the Corporation shall only be
transferred on its books upon the surrender to the Corporation of the share
certificates duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer. In that event, the surrendered certificates
shall be canceled, new certificates issued to the person entitled to them, and
the transaction recorded on the books of the Corporation. The Corporation may
treat the registered owner of such shares as the person exclusively entitled to
vote, to receive notifications and otherwise to exercise all the rights and
powers of any owner. Where a certificate for shares is presented to the
Corporation with a request to register for transfer, the Corporation shall not
be liable to the owner or any other person suffering loss as a result of such
registration of transfer if (a) there were on or with the certificate the
necessary endorsements, and (b) the Corporation had no duty to inquire into
adverse claims or has discharged any such duty. The Corporation may require
reasonable assurance that said endorsements are genuine and effective and comply
with such other regulations as may be prescribed under the authority of the
Board of Directors.

     SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of a certificate alleged to have been
destroyed or lost if the owner makes an affidavit that it is destroyed or lost.
The board, in its discretion, may as a condition precedent to issuing the new
certificate, require the owner to give the Corporation a bond as indemnity
against any claim that may be made against the Corporation on the certificate
allegedly destroyed or lost.

     SECTION 5. LIEN. The Corporation shall have a lien upon all of the stock or
property of its shareholders invested therein for all debts due it by the owners
thereof.

     SECTION 6. SUBSCRIPTION FOR SHARES. Unless the Subscription Agreement
provides otherwise, subscriptions for shares, regardless of the time when they
are made, shall be paid in full at such time, or in such installments or such
periods, as shall be specified by the Board of Directors. All calls for payments
on subscriptions shall carry the same terms with regard to all shares of the
same class.


                                       7



     SECTION 7. CONSIDERATION FOR SHARES. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less then the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible or in labor or services actually performed for the
Corporation, as is fixed by the Board of Directors. If payment of the
consideration for shares is made, such shares shall be deemed to be fully paid
and not assessable by the Corporation.

                                  ARTICLE VIII
                                 CORPORATE ACTS

     SECTION 1. EXECUTION OF WRITTEN INSTRUMENTS. Contracts, deeds, documents
and instruments shall be executed by the president or vice-president unless the
Board of Directors shall, in a particular situation, designate another procedure
for their execution.

     SECTION 2. SIGNING OF CHECKS AND NOTES. Checks, notes, drafts and demands
for money shall be signed by the officer or officers from time to time
designated by the Board of Directors. In the event no designation is made by the
Board of Directors, checks, notes, drafts and demands for money may be signed by
any two officers.

     SECTION 3. VOTING SHARES HELD IN OTHER CORPORATIONS. In the absence of
other arrangements by the Board of Directors, shares of stock issued by any
other corporation and owned or controlled by this corporation may be voted at
any shareholders' meeting of the other corporation by the president of this
corporation, or if he is not present at the meeting, by the vice-president of
this corporation; and in the event neither the president nor the vice-president
is to be present at a meeting, the shares may be voted by such person as the
president and secretary of the Corporation shall by duly executed proxy
designate to represent the Corporation at the meeting.

     SECTION 4. TRANSFER BOOK. The secretary shall maintain the transfer book
for the shares of the Corporation, and shall make and certify a complete list of
the shareholders entitled to vote at any shareholders' meeting. The list shall
be arranged alphabetically within each class and series, with the address of,
and the number of shares held by, each shareholder. It shall be produced at the
time and the place of the meeting and shall be subject to inspection by any
shareholder during the whole time of the meeting. The list shall be prima facie
evidence of the shareholders entitled to examine the list or to vote at the
meeting.

                                   ARTICLE IX
                              DIVIDENDS AND FINANCE

     SECTION 1. DIVIDENDS. Dividends may be declared by the Board of Directors
and paid out of any funds legally available for the payment of dividends and in
any manner the Board of Directors deems proper, subject to the conditions and
limitations imposed by law and the Articles of Incorporation of the Corporation.

     Before making any distribution of profits, there may be set aside out of
the net profits of the Corporation such sum or sums as the directors from time
to time, in their absolute discretion, may deem expedient as a reserve fund to
meet contingencies or for equalizing dividends or for maintaining any property
of the Corporation or for any other purpose; and any profits of any year


                                       8



not distributed as dividends shall be deemed to have been thus set apart until
otherwise disposed of by the Board of Directors.

     SECTION 2. BANK ACCOUNTS AND DEPOSITS. All funds of the Corporation shall
be deposited from time to time to the credit of the Corporation with such banks,
bankers, trust companies, or other depositories as the Board of Directors may
select or as may be selected by any officer or officers or any agent or agents
of the Corporation to whom such power may be delegated from time to time by the
Board of Directors.

     Endorsements for deposit of commercial paper to the credit of the
Corporation in any of its duly authorized depositories may be made without
countersignature by the President or any Vice-President, or the Treasurer or any
Assistant Treasurer, or by any other officer or agent of the Corporation to whom
the Board of Directors, by resolution, shall have delegated such power, or by
hand-stamped impression in the name of the Corporation.

     SECTION 3. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name, unless authorized
by a resolution by the Board of Directors. Such authority may be general or
confined to specific instances.

                                    ARTICLE X
                  RELATED PERSON CONTRACTS AND INDEMNIFICATION

     SECTION 1. CONTRACTS BETWEEN CORPORATION AND RELATED PERSONS. Any contract
or other transaction between the Corporation and one or more of its directors,
or between the Corporation and any firm of which one or more of its directors
are members or employees, or in which he or they are interested or between the
Corporation and any corporation or association of which one or more of its
directors are shareholders, members, directors, officers or employees, or in
which he or they are interested, shall be valid for all purposes,
notwithstanding the presence of such director or directors at the meeting of the
Board of Directors of the Corporation which acts upon, or in reference to, such
contract or transaction, and notwithstanding his or their participation in such
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors, shall nevertheless, authorize, approve and
ratify such contract or transaction by a vote of a majority of the directors
present, such interested director or directors to be counted in determining
whether a quorum is present, and to be counted in voting upon the matter. This
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.

     SECTION 2. RIGHT OF INDEMNIFICATION. Each person who was or is a party to
or is threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, formal or
informal (hereinafter referred to as a "proceeding"), by reason of the fact that
he or she, or a person with whom he or she is the legal representative, is or
was a director or officer of the Corporation or, while serving as a director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, including service with respect to employee benefit
plans, whether the basis of the proceeding is alleged action in


                                       9



an official capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Michigan
Business Corporation Act (MBCA), as it exists or may be amended (but, in the
case of any such amendment, only to the extent that the amendment permits the
Corporation to provide broader indemnification rights than the MBCA permitted
the Corporation to provide before the amendment), against all expenses,
liability, and loss (including attorney fees, judgments, fines, ERISA excise
taxes, or penalties and amounts to be paid in settlement) reasonably incurred by
the person in connection therewith, and the indemnification shall continue for a
person who has ceased to be a director or officer and shall inure to the benefit
of his or her heirs, executors, and administrators; provided, however, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding, or part thereof, initiated by the person only if
the proceeding, or part thereof, was authorized by the board of directors of the
Corporation. To the extent authorized by the MBCA, the Corporation may, but
shall not be required to, pay expenses incurred in defending a proceeding in
advance of its final disposition. The right to indemnification conferred in this
article shall be a contract right.

     SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
conferred in this article shall not be exclusive of any other right that any
person may have or acquire under any statute, provision of the articles of
incorporation, bylaws, agreement, vote of stockholders, or disinterested
directors, or otherwise.

     SECTION 4. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of the
Corporation or of another corporation, partnership, joint venture, trust, or
other enterprise against any expense, liability, or loss, whether or not the
Corporation would have the power to indemnify the person against the expenses,
liability, or loss under the MBCA.

                                   ARTICLE XI
                               CONDUCT OF MEETINGS

     All meetings shall be conducted in accordance with procedure as set forth
in Robert's Rules of Order.

     In the event of a deadlock on any issue the meeting shall be adjourned for
not in excess of thirty (30) days and the parties shall agree on a disinterested
person to cast the deciding vote at the adjourned meeting. If the parties cannot
agree within one week from the date of the meeting on a disinterested person,
then the presiding judge for the Circuit court of the County in which the
corporate registered office is located, shall choose a person to so act. No
further notice of the adjourned meeting will be necessary.

                                   ARTICLE XII
                                   AMENDMENTS

     The power to amend or repeal the By-Laws or to adopt a new code of By-Laws
is reserved to the shareholders entitled to vote. It shall require the vote of
the Shareholders holding 2/3 or more of the shares entitled to vote to amend or
repeal the By-laws.


                                       10



                                  ARTICLE XIII
                                  MISCELLANEOUS

     SECTION 1. NOTICE. Every Notice shall be deemed duly served when it is
personally delivered, or when the same has been deposited in the United States
Mail with postage fully paid addressed to the intended recipient at his, her, or
its address as it appears on the stock record books of the Corporation.

     SECTION 2. SEAL. The Board of Directors may provide for a suitable
corporate seal, which seal shall be in the care of the Secretary, and shall be
used by him.

     By appropriate Resolution, these By-Laws were adopted on March ___, 2000.


                                        By:
                                            ------------------------------------
                                            Kathryn A. Thorsby
                                            Chairman of the Board


                                       11

EX-3.26(A)

                                                                   Exhibit 3.26a

                                                                FILED
                                                         In The Office Of The
                                                     Secretary Of State Of Texas

                                                             NOV 19 2003

                                                         Corporations Section

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                             REDI-MIX CONCRETE, L.P.

     This Certificate of Limited Partnership (this "Certificate") has been
executed in connection with the formation of a limited partnership (the
"Partnership") pursuant to the Texas Revised Limited Partnership Act (the
"Act"). The undersigned, being the sole general partner (the "General Partner")
of the Partnership, certifies that:

     1. Name: The name of the Partnership is Redi-Mix Concrete, L.P.

     2. Registered Office and Name of Registered Agent. The Partnership's
registered office and registered agent are located at 1445 MacArthur Drive,
#136, Carrollton, TX 75007. The Partnership's registered agent is John C.
Miller, who maintains a business office at the same address as the Partnership's
registered office.

     3. Principal Office Address: The address of the Partnership's principal
office where records of the Partnership are to be kept or made available under
Section 1.07 of the Act is as follows:

               1445 MacArthur Drive, #136
               Carrollton, TX 75007

     4. General Partner: The name and mailing and business address of the sole
General Partner of the Partnership is as follows:

               Redi-Mix GP, LLC
               1445 MacArthur Drive, #136
               Carrollton, TX 75007

     IN WITNESS WHEREOF, the General Partner has caused this Certificate to be
executed to be effective upon filing.

                                        GENERAL PARTNER:

                                        REDI-MIX GP, LLC
                                        a Texas Limited Liability Company


                                        By:
                                            ------------------------------------
                                            Bill C. Mabry, Sole Manager

EX-3.26(B)

                                                                   Exhibit 3.26b

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                             REDI-MIX CONCRETE, L.P.

                             DATE: NOVEMBER 17, 2003

                                   ----------

THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. NO PARTNERSHIP
INTEREST MAY BE SOLD OR OFFERED FOR SALE (WITHIN THE MEANING OF ANY SECURITIES
LAW) UNLESS A REGISTRATION STATEMENT UNDER ALL APPLICABLE SECURITIES LAWS WITH
RESPECT TO THE INTEREST IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS IS THEN APPLICABLE TO THE INTEREST. A PARTNERSHIP
INTEREST ALSO MAY NOT BE TRANSFERRED OR ENCUMBERED UNLESS THE PROVISIONS OF
ARTICLE V OF THIS AGREEMENT ARE SATISFIED.

                                   ----------



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
I.   FORMATION OF PARTNERSHIP............................................     1
     1.1  Formation......................................................     1
     1.2  Name...........................................................     1
     1.3  Places of Business and Registered Office.......................     1
     1.4  Purpose........................................................     1
     1.5  Title to Partnership Property..................................     1
     1.6  Term...........................................................     1
II.  CAPITALIZATION AND RELATED MATTERS..................................     1
     2.1  Original Capital...............................................     1
     2.2  Additional Funds...............................................     1
     2.3  Capital Accounts...............................................     1
     2.4  Interest on and Return of Capital..............................     1
     2.5  Negative Capital Accounts......................................     2
III. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS TO THE PARTNERS.....     2
     3.1  Profits, Losses and Distributive Shares of Tax Items...........     2
     3.2  Distribution of Cash Flow......................................     2
IV.  MANAGEMENT OF THE PARTNERSHIP.......................................     2
     4.1  The General Partner............................................     2
     4.2  Limitations on Power and Authority of the General Partner......     2
     4.3  Authority as to Third Persons..................................     3
     4.4  Compensation and Expenses of the General Partner...............     3
     4.5  Limited Partners...............................................     3
     4.6  Partnership Liabilities........................................     3
     4.7  Indemnity......................................................     3
V.   ADMISSION OF NEW LIMITED PARTNERS...................................     4
     5.1  Procedure for Admission........................................     4
VI.  LIQUIDATION AND DISSOLUTION OF THE PARTNERSHIP......................     4
     6.1  Dissolution Events.............................................     4
     6.2  Withdrawal of or Transfer by General Partner; Continuation.....     5
     6.3  Method of Liquidation..........................................     5
     6.4  Date of Termination............................................     6
     6.5  Death, Dissolution, Legal Incompetency or Bankruptcy of a
          Limited Partner................................................     6
VII. MISCELLANEOUS.......................................................     7
     7.1  Fiscal Year....................................................     7
     7.2  Records........................................................     7
     7.3  Method of Accounting...........................................     7
     7.4  Notices........................................................     7
     7.5  Amendments; Waivers............................................     7
     7.6  Binding Effect.................................................     7
     7.7  Duplicate Originals............................................     7
     7.8  Construction...................................................     7
     7.9  Governing Law; Jurisdiction....................................     7



                                        i



                                                                         
     7.10 Other Instruments..............................................     8
     7.11 Legal Construction.............................................     8
     7.12 Gender, Etc....................................................     8
     7.13 Waiver of Partition and Certain Other Rights; Nature of
          Interests in the Partnership...................................     8
     7.14 Partner Approvals..............................................     8
     7.15 Partner Meetings...............................................     8
     7.16 Creditors Not Benefited........................................     9



Exhibit A Definitions


                                       ii



                           I. FORMATION OF PARTNERSHIP

     1.1 Formation. The Partners form a limited partnership under the Act,
effective as of the date listed on the cover page of this Agreement. Capitalized
terms not otherwise defined in this Agreement shall have the meanings ascribed
thereto in Exhibit A.

     1.2 Name. The name of the Partnership is on the cover page to this
Agreement. The General Partner may change the name of the Partnership from time
to time. The General Partner also may adopt one or more fictitious names for use
by the Partnership.

     1.3 Places of Business and Registered Office. The principal office of the
Partnership is at 1445 MacArthur Drive, #136, Carrollton, TX 75007. John C.
Miller is the initial registered agent for the Partnership and the registered
address of the Partnership is at 1445 MacArthur Drive, #136, Carrollton, TX
75007. The General Partner may change the principal or registered office or
registered agent of the Partnership from time to time. The General Partner may
establish, maintain and abandon one or more additional places of business for
the Partnership.

     1.4 Purpose. The purpose of the Partnership is to conduct any activity
permitted by law, any of which will be permitted regardless of whether any
Partner or Affiliate has a direct or indirect interest in the activity.

     1.5 Title to Partnership Property. Property may be acquired in the name of
the Partnership or in the name of an agent or nominee on terms and conditions
the General Partner deems appropriate.

     1.6 Term. The term of the Partnership will continue until 99 years from the
effective date of the formation of the Partnership, subject to earlier
termination under Article VI.

                     II. CAPITALIZATION AND RELATED MATTERS

     2.1 Original Capital. The original capital of the Partnership will consist
of cash contributions to be made by the Partners in the respective amounts set
forth opposite their signatures on the signature page of this Agreement. Each
Partner agrees to make the capital contribution required under this Section
2.1(a), which will be due upon call by the General Partner. The initial
Percentage Interest of each Partner is set forth opposite its signature on the
signature page of this Agreement.

     2.2 Additional Funds. No Partner will have any obligation to advance any
additional funds to the Partnership (either as a loan or capital contribution)
other than as expressly set forth in Section 2.1.

     2.3 Capital Accounts. A separate capital account will be maintained for
each Partner in accordance with Section 704(b) of the Code and the Treasury
Regulations promulgated thereunder as interpreted by the General Partner.

     2.4 Interest on and Return of Capital. No Partner will be entitled to any
interest on his capital account or on his contributions to the capital of the
Partnership. Except as expressly


                                       1



provided in this Agreement, no Partner will have the right to demand or receive
the return of all or any part of his capital or to receive property other than
cash from the Partnership.

     2.5 Negative Capital Accounts. No Partner will be required to pay to the
Partnership or to any other Partner any deficit or negative balance which may
exist from time to time in the Partner's capital account.

      III. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS TO THE PARTNERS

     3.1 Profits, Losses and Distributive Shares of Tax Items. Profits and
losses of the Partnership for any fiscal year will be determined in accordance
with the requirements of the Code and the Treasury Regulations promulgated
thereunder as interpreted by the General Partner and shall be allocated to the
Partners in accordance with their respective Percentage Interests.

     3.2 Distribution of Cash Flow. Subject to Section 6.3, after establishing
cash reserves (1) required by any loan agreements or similar arrangements to
which the Partnership is subject, and/or (2) necessary to satisfy contingencies
reasonably anticipated for, or associated with, the Partnership's business, any
remaining available cash or other property of the Partnership as determined by
the General Partner will be distributed at such time or times, determined by the
General Partner, to the Partners in accordance with their respective Percentage
Interests.

                       IV. MANAGEMENT OF THE PARTNERSHIP.

     4.1 The General Partner. The business and affairs of the Partnership will
be managed by the General Partner. Except as otherwise expressly provided in
Section 4.2 of this Agreement, all determinations relating to the business and
affairs of the Partnership (including without limitation all decisions required
or permitted to be made by the Partnership as a participant in any other
Partnership in which it may have an interest) will be made by the General
Partner in its sole discretion and will not give rise to any right or claim by
any Partner or the Partnership unless made in violation of an express provision
of this Agreement. The General Partner will have complete authority to take, in
its own name or in the name of the Partnership, any action that the General
Partner determines to be appropriate under this Agreement or for the conduct of
the business of the Partnership. All decisions and actions taken by the General
Partner under the authority of this Section 4.1 will be binding upon all of the
Partners and the Partnership. The General Partner will not be liable or
accountable, in damages or otherwise, to the Partnership or to any other Partner
for anything it may do or refrain from doing, except in the case of its willful
breach of a material provision of this Agreement or gross negligence in
connection with the business and affairs of the Partnership.

     4.2 Limitations on Power and Authority of the General Partner. Anything in
this Agreement to the contrary notwithstanding, the General Partner will not
have the authority to do any of the following:

          (a) Any act in contravention of this Agreement;

          (b) Any act which would make it impossible to carry on the ordinary
     business of the Partnership, including the Transfer of all or substantially
     all of the assets of the


                                       2



     Partnership in a single transaction or in a series of transactions
     constituting components of a larger transaction;

          (c) Confess a judgment against the Partnership except in connection
     with the settlement of an action or proceeding;

          (d) Execute or deliver any general assignment for the benefit of
     creditors of the Partnership;

          (e) Commence (as the debtor) a case in bankruptcy, or commence (as the
     debtor) any proceeding under any other insolvency law, or permit or consent
     to any such proceeding to be commenced against the Partnership or to remain
     undismissed for a period of more than five (5) days; or

          (f) Possess property of the Partnership or assign the Partnership's
     rights in specific property for other than Partnership purposes.

     4.3 Authority as to Third Persons. Notwithstanding Sections 4.1 and 4.2,
the signed statement of the General Partner reciting the authority or the
necessary approval of the General Partner for any action, as to any third
Person, will be conclusive evidence of the authority of the General Partner to
take that action. Each Partner will promptly execute instruments determined by
the General Partner to be appropriate to evidence the authority of the General
Partner to consummate any transaction permitted by this Agreement.

     4.4 Compensation and Expenses of the General Partner. The General Partner
will not receive any compensation from the Partnership for serving as General
Partner, but all expenses incurred by, or allocated by any Partner or Affiliate
to, the General Partner in connection with its service as General Partner will
be paid or promptly reimbursed by the Partnership.

     4.5 Limited Partners. The Limited Partners, in their capacities as Limited
Partners, may not act for or bind the Partnership and may not participate in the
general management, conduct or control of the Partnership's business or affairs.
Nothing contained in this Section 4.5 will prohibit any Limited Partner or any
partner, shareholder, owner, officer, director, employee, agent or authorized
representative thereof from acting as an officer, director, employee, agent or
other representative of any General Partner.

     4.6 Partnership Liabilities. The General Partner will have no liability for
the return of the Partners' capital contributions. All liabilities of the
Partnership, including without limitation indemnity obligations under Section
4.7, will be liabilities of the Partnership as an entity, and will be paid or
satisfied from Partnership assets. No liability of the Partnership will be
payable in whole or in part by any Partner in his capacity as a Partner (other
than the General Partner and then only in its capacity as such, as determined by
a nonappealable order of a court of competent jurisdiction and subject to
Section 4.7) or by any partner, shareholder, director, officer, agent or advisor
of any Partner or Affiliate.

     4.7 Indemnity. Subject to the limitations contained in Article 11 of the
Act, the Partnership to the extent of its assets legally available for that
purpose, will indemnify and hold harmless the Partners and any partner, member,
shareholder, director, officer, agent, Affiliate and


                                       3



professional or other advisor of any of them (collectively, the "Indemnified
Persons"), from and against any and all loss, damage, expense (including without
limitation fees and expenses of attorneys and other advisors and any court costs
incurred by any Indemnified Person) or liability by reason of anything any
Indemnified Person does or refrains from doing for, or in connection with the
business or affairs of, the Partnership (INCLUDING ANY LOSS, DAMAGE, EXPENSE OR
LIABILITY CAUSED BY OR ATTRIBUTABLE TO THE ORDINARY OR SIMPLE NEGLIGENCE, AS
OPPOSED TO GROSS NEGLIGENCE, OF THE INDEMNIFIED PERSON), except to the extent
that the loss, damage, expense or liability results primarily from the
Indemnified Person's gross negligence or willful breach of a material provision
of this Agreement which in either event causes actual, material damage to the
Partnership.

                      V. ADMISSION OF NEW LIMITED PARTNERS

     5.1 Procedure for Admission.

          (a) General. No Person will have title to any interest in the
     Partnership until he (i) has executed and delivered all documents deemed
     appropriate by the General Partner to reflect his admission to the
     Partnership and his agreement to be bound by this Agreement and (ii) has
     paid all expenses connected with his admission. Any purported Transfer or
     Encumbrance will be ineffective until the Transferor and his Transferee
     furnish to the Partnership the instruments and assurances the General
     Partner may request, including without limitation, if requested, an opinion
     of counsel satisfactory to the General Partner that the interest in the
     Partnership being Transferred or Encumbered has been registered or is
     exempt from registration under the Securities Act and all applicable
     securities laws.

          (b) Effect of Transfers. Upon an effective Transfer of ownership of
     all or any part of a Limited Partner's interest in the Partnership, the
     Partnership will continue and, upon compliance with the provisions of this
     Section 5.1, the Transferee of the interest, if the Transferee is not
     already a Limited Partner, will be admitted to the Partnership as a Limited
     Partner or, if the Transferee is already a Limited Partner, will continue
     as a Limited Partner with an additional Percentage Interest reflecting the
     Transfer.

               VI. LIQUIDATION AND DISSOLUTION OF THE PARTNERSHIP

     6.1 Dissolution Events. The Partnership will be dissolved upon the
happening of any of the following events:

          (a) All or substantially all of the assets of the Partnership,
     including its Cash Items, are sold or distributed to the Partners;

          (b) A document is signed by all Partners which states their election
     to dissolve the Partnership;

          (c) Any withdrawal from the Partnership by the General Partner; or

          (d) The expiration of the term of the Partnership (as set forth in
     Section 1.6).


                                       4



     6.2 Withdrawal of or Transfer by General Partner; Continuation.

          (a) The General Partner may not voluntarily or involuntarily Transfer,
     or create or suffer to exist any Encumbrance against, all or any part of
     its record or beneficial interest in the Partnership or voluntarily
     dissolve itself or voluntarily cause its own dissolution or withdraw from
     the Partnership except with prior written Partner Consent.

          (b) Subject to Section 6.2(c), in the event of the bankruptcy,
     dissolution, termination, removal or withdrawal (notwithstanding that such
     is in contravention of Section 6.2(a) of this Agreement) of the General
     Partner, the Partnership shall thereupon be dissolved. In such event, the
     interest of the General Partner shall be converted to a Limited Partner's
     interest for all purposes, except that it shall not participate in voting
     on any matter in which the Limited Partners have the right to vote.

          (c) In the event the Partnership is dissolved pursuant to Section
     6.2(b), the business of the Partnership shall be continued if, within
     thirty (30) days of such bankruptcy, dissolution, termination, removal or
     withdrawal of the General Partner, the Limited Partners elect by unanimous
     written action to continue the business of the Partnership and designate
     one or more Persons (including without limitation any Limited Partner who
     consents) to be a General Partner of the Partnership, upon terms consented
     to by all Limited Partners and such General Partner shall have executed and
     delivered to the Limited Partners written notice of its agreement to be
     bound by all relevant terms of this Agreement. If the Limited Partners fail
     to continue the Partnership's business as provided in this Section 6.2(c),
     the Partnership will be liquidated under Section 6.3.

     6.3 Method of Liquidation.

          (a) Generally. Upon the happening of any of the events specified in
     Section 6.1 and, if applicable, the failure to continue the business of the
     Partnership under Section 6.2, the General Partner, or in the event
     dissolution results from the withdrawal or retirement from the Partnership
     of the General Partner, any liquidating trustee elected by Partner Consent,
     will commence as promptly as practicable to wind up the Partnership's
     affairs as promptly as practicable, unless the General Partner or the
     liquidating trustee (either, the "Liquidator") determines that an immediate
     liquidation of Partnership assets would cause undue loss to the
     Partnership, in which event the liquidation may be deferred for a time
     determined by the Liquidator to be appropriate. Assets of the Partnership
     may be liquidated or distributed in kind, as the Liquidator determines to
     be appropriate. The Partners will continue to share profits and losses from
     operations during the period of liquidation in the manner set forth in
     Section 3.1; however, any distributions to Partners will be made in
     accordance with this Section 6.3. The proceeds from liquidation of the
     Partnership, including repayment of any debts of Partners to the
     Partnership, and any Partnership assets that are not sold in connection
     with the liquidation will be applied in the following order of priority:

                    (i) to payment of the debts and satisfaction of the other
          obligations of the Partnership;


                                       5



                    (ii) to the establishment of any reserves deemed appropriate
          by the Liquidator for any liabilities or obligations of the
          Partnership, which reserves will be held for the purpose of paying
          liabilities or obligations and, at the expiration of a period the
          Liquidator deems appropriate, will be distributed in the manner
          provided in Section 6.3(a)(iii); then

                    (iii) to the Partners as provided in Section 3.2.

     If the Partnership makes distributions in kind of Partnership property
     which secures indebtedness, each of the Partners receiving the distribution
     of property subject to the indebtedness will be severally liable (as among
     each other, but not for the benefit of others) for his pro rata share of
     the indebtedness based on his Percentage Interest, provided that no Partner
     will be deemed to have assumed any liability on any indebtedness secured by
     property distributed to any Partner for which the Partner is not liable
     under the terms of the instrument creating the indebtedness, and provided
     that the liability of each Partner to other Partners for indebtedness
     secured by property distributed to him will be limited to the value of his
     interest in the property. Indebtedness secured by property distributed to
     Partners in kind need not be discharged out of the proceeds of liquidation
     of the Partnership. If a disproportionate distribution in kind is made
     under this paragraph, then each Partner receiving Cash Items as opposed to
     property will be released from all liability for the indebtedness secured
     by the Partnership property distributed to other Partners.

          (b) Compliance With Treasury Regulations. It is the intent of the
     Partners that the allocations provided in Section 3.1 result in the
     distributions required pursuant to Section 6.3(a) being in accordance with
     positive capital accounts as provided for in the Treasury Regulations under
     Code Section 704(b). However, if after giving hypothetical effect to the
     allocations required by Section 3.1, the capital accounts of the Partners
     are in such ratios or balances that distributions pursuant to Section
     6.3(a) would not be in accordance with the positive capital accounts of the
     Partners as required by the Treasury Regulations under Code Section 704(b),
     such failure shall not affect or alter the distributions required by
     Section 6.3(a). Rather, the Liquidator will have the authority to make
     other allocations of profit and loss, or items of income, gain, loss or
     deduction among the Partners which, to the extent possible, will result in
     the capital accounts of each Partner having a balance prior to distribution
     equal to the amount of distributions to be received by such Partner
     pursuant to Section 6.3(a).

     6.4 Date of Termination. The Partnership will terminate when all of the
cash and property available for application under Section 6.3(a) have been
applied in accordance with Section 6.3(a). The establishment of any reserves in
accordance with the provisions of Section 6.3(a)(ii) will not extend the term of
the Partnership, but any reserve will be distributed in the manner provided in
Section 6.3(a) upon expiration of the period established for the reserve.

     6.5 Death, Dissolution, Legal Incompetency or Bankruptcy of a Limited
Partner. The death, dissolution, declaration of legal incompetence, bankruptcy
of a Limited Partner or the reorganization, acquisition or merger of a
corporation which is a Limited Partner will not dissolve the Partnership. The
deceased, dissolved, incompetent, bankrupt, reorganized, acquired


                                       6



or merged Limited Partner's interest in the Partnership will pass to a successor
in interest of the Limited Partner, who will succeed to the deceased, dissolved,
incompetent, bankrupt, reorganized, acquired or merged Limited Partner's entire
interest in the Partnership and will become a Limited Partner of the Partnership
with the same Percentage Interest, the same rights to distributions made by the
Partnership, the same obligations and the same share of the Partnership's
Profits and Losses as the deceased, dissolved, incompetent, bankrupt,
reorganized, acquired or merged Limited Partner.

                               VII. MISCELLANEOUS

     7.1 Fiscal Year. The fiscal year of the Partnership will end on the last
day of December of each year, unless another fiscal year-end is selected by the
General Partner.

     7.2 Records. The records of the Partnership will be maintained at the
principal place of business of the General Partner or at any other location
selected by the General Partner.

     7.3 Method of Accounting. The Partnership records will be maintained, and
its profits and losses will be accounted for, in accordance with the method of
accounting adopted by the General Partner.

     7.4 Notices. Any notice or other communication required by this Agreement
must be in writing. Notices and other communications will be deemed to have been
given when delivered by hand or dispatched by telegraph, telex or other means of
electronic facsimile transmission, or three business days after being deposited
in the United States mail (registered or certified), postage prepaid, addressed
to the Partner to whom the notice is intended to be given at his address set
forth on the signature page of this Agreement or, in the case of the
Partnership, to its principal place of business provided for in Section 1.3. A
Person may change his notice address by notice in writing to the Partnership and
to each other Partner given under this Section 7.4.

     7.5 Amendments; Waivers. No amendment of this Agreement will be valid or
binding upon the Partners, nor will any waiver of any term of this Agreement be
effective unless in writing and signed by all of the Partners.

     7.6 Binding Effect. Subject to Section 7.16, this Agreement will inure to
the benefit of and will be binding upon the Partners, their legal
representatives, permitted Transferees, heirs, administrators, successors and
assigns.

     7.7 Duplicate Originals. Any number of counterparts of this Agreement may
be executed. Each counterpart will be deemed to be an original instrument and
all counterparts taken together will constitute one agreement.

     7.8 Construction. The titles of the Articles and Sections in this Agreement
have been inserted as a matter of convenience of reference only and do not
affect the meaning or construction of any of the provisions in this Agreement.

     7.9 Governing Law; Jurisdiction. This Agreement is to be performed in
Dallas County, Texas and governed by the laws of the State of Texas, without
giving effect to the principles of conflict of laws.


                                       7



     7.10 Other Instruments. The Partners will execute other instruments and
agreements that the General Partner determines to be appropriate to carry out
this Agreement or any provision of this Agreement.

     7.11 Legal Construction. In case any one or more of the provisions
contained in this Agreement for any reason is held to be invalid or
unenforceable, the invalidity or unenforceability will not affect any other
provision of this Agreement, which will be construed as if the invalid or
unenforceable provision had not been contained in this Agreement and, in lieu of
each invalid or unenforceable provision, there will be added automatically as a
part of this Agreement a provision as similar in terms to the invalid or
unenforceable provision as may be possible and be valid and enforceable.

     7.12 Gender, Etc. Words used in this Agreement in any gender will be deemed
to include the masculine, feminine or neuter gender; singular words will include
the plural and plural words will include the singular; and the word "or" will be
disjunctive but not necessarily exclusive, unless the context otherwise
requires.

     7.13 Waiver of Partition and Certain Other Rights; Nature of Interests in
the Partnership. Each of the Partners irrevocably waives any right or power that
he might have:

          (a) To cause the Partnership or any of its assets to be partitioned;

          (b) To cause the appointment of a receiver for all or any portion of
     the assets of the Partnership;

          (c) To compel any sale of all or any portion of the assets of the
     Partnership; and

          (d) To file a complaint, or to institute any proceeding at law or in
     equity, to cause the dissolution or liquidation of the Partnership.

Each of the Partners has been induced to enter into this Agreement in reliance
upon the waivers set forth in this Section 7.13 and without those waivers no
Partner would have entered into this Agreement. No Partner has any interest in
specific Partnership property. The interests of all Partners in the Partnership
are personal property.

     7.14 Partner Approvals. Written approvals by Partners may be given in lieu
of a meeting of Partners. A written approval may be in one or more instruments
each of which may be signed by one or more Partners. A written approval need not
be signed by all Partners or by all Partners of the class of Partners whose
approval is required unless the approval of all Partners or all Partners of the
class in question is required, but notice shall be given to all Partners of
action proposed to be taken by written action, or an approval given by written
action.

     7.15 Partner Meetings. Meetings of Partners or a class of Partners may be
held on such terms, and after such notice, as the General Partner may establish.
Notice of a meeting of Partners must be given to all Partners entitled to vote
at the meeting at least five days before the date of the meeting.


                                       8



     7.16 Creditors Not Benefited. Nothing in this Agreement is intended to
benefit any creditor of (i) the Partnership or (ii) a Partner. No creditor of
the Partnership or a Partner will be entitled to require the General Partner to
solicit or accept any loan or additional capital contribution for the
Partnership or to enforce any right which the Partnership or any Partner may
have against a Partner, whether arising under this Agreement or otherwise.

                           [Signature page to follow.]


                                       9



SIGNATURE PAGE

                                GENERAL PARTNER:



     Signature, Name and Address        Amount of Contribution   Initial Percentage Interest
     ---------------------------        ----------------------   ---------------------------
                                                           
Redi-Mix GP, LLC                                 $1.00                        1%
a Texas Limited Liability Company


By:
    ---------------------------------
    Bill C. Mabry, Sole Manager

Address: 1445 MacArthur Drive, #136,
         Carrollton, TX 75007


                                LIMITED PARTNERS:



     Signature, Name and Address        Amount of Contribution   Initial Percentage Interest
     ---------------------------        ----------------------   ---------------------------
                                                           
Redi-Mix L.P.,                                 $ 999.00                       99%
a Texas Limited Partnership

By: Redi-Mix Management, Inc.,
    its General Partner


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------

Address: 1445 MacArthur Drive, #136
         Carrollton, TX 75007

                   Total All Partners          $1,000.00                     100%




                                    EXHIBIT A

                                   DEFINITIONS

     Defined Terms. As used in this Agreement, the following terms will have the
following meanings when used herein with initial capital letters:

          "Act" means the Texas Revised Limited Partnership Act, as amended from
     time to time.

          "Affiliate" means, as to any Person: (a) any Person which, directly or
     indirectly, is in control of, is controlled by, or is under common control
     with such Person or (b) any Person who is a director, officer, general
     partner, manager or trustee (i) of such Person, (ii) of any Subsidiary of
     such Person or (iii) of any Person described in clause (a) above. For the
     purposes of this definition, "control" of any Person shall mean the power,
     direct or indirect: (i) to vote or direct the voting of five percent (5%)
     or more of the securities having ordinary voting power for the election of
     directors or managers of such Person or (ii) to direct or cause the
     direction of the management and policies of such Person, whether by
     contract or otherwise.

          "Agreement" means this Agreement of Limited Partnership.

          "Cash Items" means securities and cash and cash equivalent items.

          "Code" means the Internal Revenue Code of 1986, as amended from time
     to time. References to sections of the Code include successor provisions to
     those sections.

          "Encumbrance" means any lien, pledge, encumbrance, collateral
     assignment or hypothecation.

          "General Partner" means the Person identified as a General Partner on
     the signature page to this Agreement and any successor, assign,
     substitution or replacement thereof in accordance with this Agreement.

          "Indemnified Persons" has the meaning assigned to it in Section 4.7.

          "Limited Partner" means a Person identified as Limited Partner on the
     signature page to this Agreement and any successor, assign, substitution or
     replacement thereof in accordance with this Agreement.

          "Liquidator" has the meaning assigned to it in Section 6.3(a).

          "Partner Consent" means the consent of 100% of the Percentage
     Interests held by the Limited Partner.

          "Partners" means the General Partner and the Limited Partner.

          "Partnership" means the partnership formed under this Agreement.


                                       A-1



          "Percentage Interest" means the interest of a Partner stated on the
     signature page of this Agreement, expressed as a percentage of the whole.

          "Person" means an individual or an entity.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Subsidiary" means, as to any Person, a corporation, partnership,
     joint venture or other legal entity of which such Person owns or controls,
     directly or indirectly, an equity interest sufficient to elect a majority
     of the board of directors or managers (or similar controlling body) of such
     entity or sufficient to otherwise control the operations of such entity.

          "Transfer" means to sell, assign, transfer, lease or otherwise dispose
     of property, including, without limitation, an interest in the Partnership.


                                       A-2

EX-3.27(A)

                                                                   Exhibit 3.27a

                                                                FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                             NOV 19 2003

                                                         CORPORATIONS SECTION

                            ARTICLES OF ORGANIZATION
                                       OF
                                REDI-MIX GP, LLC

     I, the undersigned natural person of the age of eighteen (18) years or
more, acting as organizer of a limited liability company under the Texas Limited
Liability Company Act, do hereby adopt the following Articles of Organization
for such limited liability company:

                                   ARTICLE ONE

                                      NAME

     The name of the limited liability company is Redi-Mix GP, LLC.

                                   ARTICLE TWO

                                    DURATION

     The period of duration of the limited liability company is perpetual.

                                  ARTICLE THREE

                                    PURPOSES

     The purpose for which the limited liability company is organized is to
engage in the transaction of any or all lawful business for which limited
liability companies may be organized under the Texas Limited Liability Company
Act.

                                  ARTICLE FOUR

                       INITIAL REGISTERED OFFICE AND AGENT

     The address of the initial registered office of the limited liability
company is 1445 MacArthur Drive, #136, Carrollton, TX 75007, and the name of its
initial registered agent at such address is John C. Miller.

                                  ARTICLE FIVE

                             MANAGEMENT BY MANAGERS

     The limited company will have one or more managers. The name and address of
the initial manager of the limited liability company are as follows:



     Name                 Address
     ----                 -------
             
Bill C. Mabry   1445 MacArthur Drive, #136
                Carrollton, TX 75007




                                   ARTICLE SIX

                                    ORGANIZER

     The name and address of the organizer are Jared S. Richardson, 2200 Ross
Avenue, Suite 2200, Dallas, Texas 75201.

     IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of November,
2003.


                                       -----------------------------------------
                                       Jared S. Richardson

EX-3.27(B)

                                                                   Exhibit 3.27b

                                   REGULATIONS

                                       OF

                                REDI-MIX GP, LLC

                          DATED AS OF NOVEMBER 17, 2003

THE MEMBERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. NO MEMBERSHIP
INTEREST MAY BE SOLD OR OFFERED FOR SALE (WITHIN THE MEANING OF ANY SECURITIES
LAW) UNLESS A REGISTRATION STATEMENT UNDER ALL APPLICABLE SECURITIES LAWS WITH
RESPECT TO THE MEMBERSHIP INTEREST IS THEN IN EFFECT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THOSE LAWS IS THEN APPLICABLE TO THE MEMBERSHIP
INTEREST. A MEMBERSHIP INTEREST ALSO MAY NOT BE TRANSFERRED OR ENCUMBERED UNLESS
THE APPLICABLE PROVISIONS OF THESE REGULATIONS ARE SATISFIED.




                                   REGULATIONS
                                       OF
                                REDI-MIX GP, LLC

     THESE REGULATIONS OF REDI-MIX GP, LLC (these "Regulations"), dated as of
November 17, 2003, are adopted, executed and agreed to by Redi-Mix, L.P., a
Texas limited partnership, as the Sole Member:

                                    ARTICLE I
                                   DEFINITIONS

     1.01 Definitions. As used in these Regulations, the following terms have
the following meanings:

          "Act" means the Texas Limited Liability Company Act and any successor
     statute, as amended from time to time.

          "Affiliate" means any Person that controls, is controlled by or under
     common control with another Person.

          "Articles" has the meaning given that term in Section 2.01.

          "Capital Contribution" means any contribution by the Member to the
     capital of the Company.

          "Code" means the Internal Revenue Code of 1986 and any successor
     statute, as amended from time to time.

          "Company" means Redi-Mix GP, LLC, a Texas limited liability company.

          "Manager" means Bill C. Mabry, or such other Person as selected by the
     Member.

          "Member" means Redi-Mix, L.P., a Texas limited partnership.

          "Membership Interest" means the interest of the Member in the Company,
     including, without limitation, rights to distributions (liquidating or
     otherwise), allocations, information and to consent or approve.

          "Person" has the meaning given that term in article 1.02(A)(4) of the
     Act.

          "Proceeding" has the meaning given that term in Section 6.01.

          "Regulations" has the meaning given that term in the introductory
     paragraph.

          "TBCA" means the Texas Business Corporation Act and any successor
     statute, as amended from time to time.

Other terms defined herein have the meanings so given them.


                                       -2-



     1.02 Construction. Whenever the context requires, the gender of all words
used in these Regulations includes the masculine, feminine and neuter. All
references to Articles and Sections refer to articles and sections of these
Regulations.

                                   ARTICLE II
                                  ORGANIZATION

     2.01 Formation. The Company has been organized as a Texas limited liability
company by the filing of Articles of Organization (the "Articles") under and
pursuant to the Act and the issuance of a certificate of organization for the
Company by the Secretary of State of Texas.

     2.02 Name. The name of the Company is "Redi-Mix GP, LLC" and all Company
business must be conducted in that name or such other names that comply with
applicable law as the Member may select from time to time.

     2.03 Registered Office; Registered Agent: Principal Office in the United
States: Other Offices. The registered office of the Company required by the Act
to be maintained in the State of Texas shall be the office of the initial
registered agent named in the Articles or such other office (which need not be a
place of business of the Company) as the Member may designate from time to time
in the manner provided by law. The registered agent of the Company in the State
of Texas shall be the initial registered agent named in the Articles or such
other Person or Persons as the Member may designate from time to time in the
manner provided by law. The principal office of the Company in the United States
shall be at such place as the Member may designate from time to time, which need
not be in the State of Texas, and the Company shall maintain records there as
required by article 2.22 of the Act and shall keep the street address of such
principal office at the registered office of the Company in the State of Texas.
The Company may have such other offices as the Member may designate from time to
time.

     2.04 Purpose. The Company may conduct any lawful business, purpose or
activity permitted by the Act.

     2.05 Duration. The period of duration of the Company is perpetual, unless
the Company dissolves in accordance with the provisions of these Regulations.

     2.06 Mergers and Exchanges. The Company may be a party to (a) a merger or
(b) an exchange or acquisition of the type described in Part Ten of the Act.

     2.07 Liability to Third Parties. No Member or Manager shall be liable for
the debts, obligations or liabilities of the Company, including under a judgment
decree or order of a court.

     2.08 Resignation of the Member. The Member or Manager may resign from the
Company at any time.


                                       -3-



                                   ARTICLE III
                              CAPITAL CONTRIBUTIONS

     3.01 Initial Contributions. The Member has made a Capital Contribution of
One Thousand Dollars ($1,000) to the Company.

     3.02 Subsequent Contributions. The Member shall not be required to make any
additional contributions to the capital of the Company.

     3.05 Advances by the Member. If the Company does not have sufficient cash
to pay its obligations, the Member may advance all or part of the needed funds
to or on behalf of the Company. An advance described in this Section constitutes
a loan from the Member to the Company, bears interest at a rate determined by
the Member from the date of the advance until the date of payment, and is not a
Capital Contribution.

                                   ARTICLE IV
                          ALLOCATIONS AND DISTRIBUTIONS

     4.01 Allocations. All items of income, gain, loss, deduction and credit of
the Company shall be allocated to the Member.

     4.02 Distributions. Subject to the limitations of article 5.09.A of the
Act, from time to time the Manager may cause the Company to make a distribution
of cash or other property to the Member. From time to time the Manager also may
cause property of the Company other than cash to be distributed to the Member,
which distribution may be made subject to existing liabilities and obligations.

                                    ARTICLE V
                                   MANAGEMENT

     5.01 Management by Manager. Except as otherwise provided in this Agreement,
the powers of the Company shall be exercised by or under the authority of, and
the business and affairs of the Company shall be managed under the direction of,
the Manager. The Member shall select the Manager. The Member may remove the
Manager at any time, with or without cause, upon delivery to the Manager at the
principal office of the Company of written notice of such removal.

     5.02 Compensation. The Manager shall receive such compensation, if any, for
its services as may be designated from time to time by the Member. In addition,
the Manager shall be entitled to be reimbursed for out-of-pocket costs and
expenses incurred in the course of its services hereunder, including the portion
of its overhead reasonably allocable to Company activities.

     5.03 No Fiduciary Duties. The Manager shall have no fiduciary duties to the
Company. By way of illustration, and not by limitation, (i) the Manager may
engage in and possess interests in other business ventures of any and every type
and description, independently or with others, including ones in competition
with the Company, with no obligation to offer to the Company the


                                       -4-



right to participate therein and (ii) the Company may transact business with the
Manager or any Affiliate thereof.

     5.04 Officers. The Manager may, from time to time, designate one or more
Persons to be officers of the Company. No officer need be a resident of the
State of Texas or a Member. Any officers so designated shall have such authority
and perform such duties as the Manager may, from time to time, delegate to them.
The Manager may assign titles to particular officers. Unless the Manager decides
otherwise, if the title is one commonly used for officers of a business
corporation formed under the TBCA, the assignment of such title shall constitute
the delegation to such officer of the authority and duties that are normally
associated with that office, subject to any specific delegation of authority and
duties made to such officer by the Manager pursuant to this Section 5.04. Each
officer shall hold office until his successor shall be duly designated and shall
qualify or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided. Any number of offices may be held by the
same Person. The salaries or other compensation, if any, of the officers and
agents of the Company shall be fixed from time to time by the Manager. Any
officer may resign as such at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, or if no time be
specified, at the time of its receipt by the Manager. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation. Any officer may be removed as such, either with or
without cause, by the Manager whenever in its judgment the best interests of the
Company will be served thereby; provided, however, that such removal shall be
without prejudice to the contract rights, if any, of the Person so removed.
Designation of an officer shall not of itself create contract rights. Any
vacancy occurring in any office of the Company may be filled by the Manager.

     5.05 Action by Written Consent. Whenever the approval or consent of the
Member or the Manager is required or permitted hereunder, such approval or
consent shall take the form of a written consent executed by a duly authorized
representative of the Member or the Manager.

                                   ARTICLE VI
                                 INDEMNIFICATION

     6.01 Right to Indemnification. Subject to the limitations and conditions as
provided in this Article VI, each Person who was or is made a party or is
threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (hereinafter a "Proceeding"), or any appeal in such
a Proceeding or any inquiry or investigation that could lead to such a
Proceeding, by reason of the fact that he, or a Person of whom he is the legal
representative, is or was a Member or Manager of the Company shall be
indemnified by the Company to the fullest extent permitted by the Act, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) against judgments, penalties (including excise and similar taxes
and punitive damages), fines, settlements and reasonable expenses (including,
without limitation, attorneys' fees) actually incurred by such Person in
connection with such Proceeding, and indemnification under this Article VI shall
continue as to a Person who has ceased to serve in the capacity which initially
entitled such Person to indemnity hereunder. The rights granted pursuant to this
Article VI shall


                                       -5-



be deemed contract rights, and no amendment, modification or repeal of this
Article VI shall have the effect of limiting or denying any such rights with
respect to actions taken or Proceedings arising prior to any such amendment,
modification or repeal. It is expressly acknowledged that the indemnification
provided in this Article VI could involve indemnification for negligence or
under theories of strict liability.

     6.02 Advance Payment. The right to indemnification conferred in this
Article VI shall include the right to be paid or reimbursed by the Company the
reasonable expenses incurred by a Person of the type entitled to be indemnified
under Section 6.01 who was, is or is threatened to be made a named defendant or
respondent in a Proceeding in advance of the final disposition of the Proceeding
and without 'any determination as to the Person's ultimate entitlement to
indemnification; provided, however, that the payment of such expenses incurred
by any such Person in advance of the final disposition of a Proceeding, shall be
made only upon delivery to the Company of a written affirmation by the Person of
his good faith belief that he has met the standard of conduct necessary for
indemnification under this Article VI and a written undertaking, by or on behalf
of such Person, to repay all amounts so advanced if it shall ultimately be
determined that such indemnified Person is not entitled to be indemnified under
this Article VI or otherwise.

     6.03 Indemnification of Officers, Employees andAgents. The Company, by
adoption of a resolution of the Member, may indemnify and advance expenses to an
officer, employee or agent of the Company to the same extent and subject to the
same conditions under which it may indemnify and advance expenses to the Member
or the Manager under this Article VI; and the Company may indemnify and advance
expenses to Persons who are not or were not members, managers, officers,
employees or agents of the Company but who are or were serving at the request of
the Company as a manager, director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another foreign or domestic
limited liability company, corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any
liability asserted against him and incurred by him in such a capacity or arising
out of his status as such a Person to the same extent that it may indemnify and
advance expenses to the Member under this Article VI.

     6.04 Appearance as a Witness. Notwithstanding any other provision of this
Article VI, the Company may pay or reimburse expenses incurred by a Person in
connection with his appearance as a witness or other participation in a
Proceeding at a time when he is not a named defendant or respondent in the
Proceeding.

     6.05 Nonexclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this Article VI shall not be
exclusive of any other right which the Member, Manager or other Person
indemnified pursuant to this Article VI may have or hereafter acquire under any
law (common or statutory), provision of the Articles or these Regulations,
agreement, vote of the Member or otherwise.

     6.06 Insurance. The Company may purchase and maintain insurance, at its
expense, to protect itself and any Person who is or was serving as an officer,
manager, employee or agent of the Company or is or was serving at the request of
the Company as a manager, director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another foreign or


                                       -6-



domestic limited liability company, corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise against
any expense, liability or loss, whether or not the Company would have the power
to indemnify such Person against such expense, liability or loss under this
Article VI.

     6.07 Savings Clause. If this Article VI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify and hold harmless each Member, Manager or
any other Person indemnified pursuant to this Article VI as to costs, charges
and expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any Proceeding to the fullest extent permitted by any
applicable portion of this Article VI that shall not have been invalidated and
to the fullest extent permitted by applicable law.

                                   ARTICLE VII
                                 TAXES AND BOOKS

     7.01 Federal Income Tax Treatment. For federal income tax purposes, the
Company shall be disregarded as an entity separate from the Member pursuant to
Treasury Regulations Section 301.7701-3(b)(1)(ii). No federal income tax returns
shall be filed by the Company.

     7.02 Other Tax Returns. Subject to Section 7.01, the Manager shall cause to
be prepared and filed all necessary tax returns for the Company.

     7.03 Maintenance of Books. The Company shall keep books and records of
accounts. The books of account for the Company shall be maintained on a basis
determined by the Manager. The calendar year shall be the accounting year of the
Company.

                                  ARTICLE VIII
                    DISSOLUTION, LIQUIDATION AND TERMINATION

     8.01 Dissolution. The Company shall dissolve and its affairs shall be wound
up on the first to occur of the following:

          (a) the written consent of the Member; or

          (b) entry of a decree of judicial dissolution of the Company under
     article 6.02 of the Act.

The Company shall not be dissolved upon the death, expulsion, withdrawal,
bankruptcy or dissolution of the Member or the occurrence of any other event
which terminates the continued membership of the Member.

     8.02 Liquidation and Termination. On dissolution of the Company, the
Manager shall act as liquidator or may appoint one or more other Persons to act
as liquidator. The liquidator shall proceed diligently to wind up the affairs of
the Company and make final distributions as provided herein and in the Act. The
costs of liquidation shall be borne as a Company expense. Until final
distribution, the liquidator shall continue to operate the Company properties
with all


                                       -7-



of the power and authority of the Manager. The steps to be accomplished by the
liquidator are as follows:

          (a) the liquidator shall cause the notice described in article
     6.05(A)(2) of the Act to be mailed to each known creditor of and claimant
     against the Company in the manner described in such article 6.05(A)(2);

          (b) the liquidator shall pay, satisfy or discharge from Company funds
     all of the debts, liabilities and obligations of the Company (including,
     without limitation, all expenses incurred in liquidation and any advances
     described in Section 3.05) or otherwise make adequate provision for payment
     and discharge thereof (including, without limitation, the establishment of
     a cash escrow fund for contingent liabilities in such amount and for such
     term as the liquidator may reasonably determine); and

          (c) all remaining assets of the Company shall be distributed to the
     Member. The distribution of cash and/or property to the Member in
     accordance with the provisions of this Section 8.02 constitutes a complete
     return to the Member of its Capital Contributions and a complete
     distribution to the Member of its Membership Interest and all the Company's
     property and constitutes a compromise to which the Member has consented
     within the meaning of article 5.02(D) of the Act.

     8.03 Deficit Capital Accounts. Notwithstanding anything to the contrary
contained in these Regulations, and notwithstanding any custom or rule of law to
the contrary, the Member shall not be responsible for any deficit in any capital
account attributed to the Member, and upon dissolution of the Company any such
deficit shall not be an asset of the Company and the Member shall not be
obligated to contribute such amount to the Company to bring the balance of the
Member's capital account to zero.

     8.04 Articles of Dissolution. On completion of the distribution of Company
assets as provided herein, the Company is terminated, and the Manager (or such
other Person or Persons as the Act may require or permit) shall file Articles of
Dissolution with the Secretary of State of Texas and take such other actions as
may be necessary to terminate the Company.

                                   ARTICLE IX
                               GENERAL PROVISIONS

     9.01 Entire Agreement Supersedure. These Regulations constitute the entire
agreement of the Member relating to the Company and supersedes all prior
contracts or agreements with respect to the Company, whether oral or written.

     9.02 Effect of Waiver or Consent. A waiver or consent, express or implied,
to or of any breach or default by any Person in the performance by that Person
of its obligations with respect to the Company is not a consent or waiver to or
of any other breach or default in the performance by that Person of the same or
any other obligations of that Person with respect to the Company. Failure on the
part of a Person to complain of any act of any Person or to declare any Person
in default with respect to the Company, irrespective of how long that failure
continues, does not constitute a waiver by that Person of its rights with
respect to that default until the applicable statute-of-limitations period has
run.


                                       -8-



     9.03 Amendment or Modification. These Regulations may be amended or
modified from time to time only by a written instrument adopted by the Member.

     9.04 Binding Effect. These Regulations are binding on and inure to the
benefit of the Member and its respective heirs, legal representatives,
successors and assigns.

     9.05 Governing Law; Severability. THESE REGULATIONS ARE GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING
ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE
CONSTRUCTION OF THESE REGULATIONS TO THE LAW OF ANOTHER JURISDICTION. In the
event of a direct conflict between the provisions of these Regulations and (a)
any provision of the Articles, or (b) any mandatory provision of the Act or (to
the extent such statutes are incorporated into the Act) the TBCA or the Texas
Miscellaneous Corporation Laws Act, the applicable provision of the Articles,
the Act, the TBCA or the Texas Miscellaneous Corporation Laws Act shall control.
If any provision of these Regulations or the application thereof to any Person
or circumstance is held invalid or unenforceable to any extent, the remainder of
these Regulations and the application of that provision to other Persons or
circumstances is not affected thereby and that provision shall be enforced to
the greatest extent permitted by law.

     IN WITNESS WHEREOF, the Member has executed these Regulations as of the
date first set forth above.

                                        REDI-MIX, L.P.

                                        By: Redi-Mix Management, Inc.,
                                            its General Partner


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       -9-

EX-3.28(A)

                                                                   Exhibit 3.28a

                                                                FILED
                                                         in the Office of the
                                                     Secretary of State of Texas

                                                             APR 3 0 1999

                                                         CORPORATIONS SECTION

                             ARTICLES OF CONVERSION
                                       OF
                                 REDI-MIX, INC.

     Pursuant to the provisions of Article 5.17 of the Texas Business
Corporation Act and Section 2.15 of the Texas Revised Limited Partnership Act,
the undersigned corporation does hereby adopt the following Articles of
Conversion for the purpose of converting Redi-Mix, Inc., a Texas corporation
(the "Converting Entity"), into Redi-Mix, L.P., a Texas limited partnership (the
"Converted Entity"), and does hereby certify as follows:

     1. The name of the Converting Entity is Redi-Mix, Inc. The Converting
Entity is a corporation incorporated under the laws of the State of Texas.

     2. A Plan of Conversion has been adopted and approved by the Converting
Entity.

     3. An executed Plan of Conversion is on file at the principal place of
business of the Converting Entity, located at 1445 MacArthur, Suite 136,
Carrollton, Texas 75007. Such executed Plan of Conversion will be on file, from
and after the conversion, at the principal place of business of the Converted
Entity, which is located at 1445 MacArthur, Suite 136, Carrollton, Texas 75007.

     4. A copy of the Plan of Conversion will be furnished by the Converting
Entity (prior to the conversion) or the Converted Entity (after the conversion),
on written request and without cost, to any shareholder of the Converting Entity
and to any partner of the Converted Entity.

     5. The number of shares of stock of the Converting Entity outstanding as of
the date hereof is seven thousand seven hundred (7,700).

     6. The number of shares of stock of the Converting Entity outstanding, not
entitled to vote only as a class, voted: (i) in favor of the Plan of Conversion
was seven thousand seven hundred (7,700); and (ii) against the Plan of
Conversion was zero (0).

     7. The Converted Entity shall be responsible for the payment of all fees
and franchise taxes required by law and for which the Converting Entity was
responsible prior to the conversion; and the Converted Entity shall be obligated
to pay any and all such fees and franchise taxes if the same are not timely paid
by the Converting Entity.

     Dated this 28th day of April, 1999.

                                        REDI-MIX, INC.,
                                        a Texas corporation


                                        By:
                                            ------------------------------------
                                        Name: John C. Miller
                                        Title: Secretary and Treasurer



                               PLAN OF CONVERSION
                                       OF
                                 REDI-MIX, INC.

     THIS PLAN OF CONVERSION (this "Plan"), dated this 27th day of April, 1999,
pursuant to Article 5.17 of the Texas Business Corporation Act is hereby adopted
by Redi-Mix, Inc., a Texas corporation (the "Converting Entity") for the purpose
of converting to a Texas limited partnership.

     1. Name of the Converting and Converted Entities. The name of the
Converting Entity is Redi-Mix, Inc., a Texas corporation. The name of the
Converted Entity is Redi-Mix, L.P., a Texas limited partnership (the "Converted
Entity").

     2. Continuation. The Converting Entity is continuing its existence in the
organizational form of the Converted Entity.

     3. Entity and Jurisdiction of Converted Entity. The Converted Entity is to
be a limited partnership, and the state under the laws of which the Converted
Entity is to be formed is Texas.

     4. Manner of Conversion of Shares. The shares of each shareholder of the
Converting Entity are hereinafter referred to as the "Shares". A general
partner's partnership interest in the Converted Entity is herein referred to as
a "General Partnership Interest" and a limited partner's partnership interest in
the Converted Entity is herein referred to as a "Limited Partnership Interest."
The manner and basis of converting the Shares of the Converting Entity into a
General Partnership Interest or a Limited Partnership Interest, as the case may
be, in the Converted Entity shall be as follows:

          (a) The Shares of Atlas Investments Inc., a Nevada corporation, in the
     Converting Entity immediately prior to the Effective Date (as defined in
     Section 7 hereof), and all rights in respect thereof shall forthwith, on
     the Effective Date, automatically, and without further action on the part
     of the Converting Entity, be converted into a 99.9% Limited Partnership
     Interest in the Converted Entity.

          (b) The Shares of Redi-Mix Management, Inc., a Texas corporation, in
     the Converting Entity immediately prior to the Effective Date (as defined
     in Section 7 hereof), and all rights in respect thereof shall forthwith, on
     the Effective Date, automatically, and without further action on the part
     of the Converting Entity, be converted into a 0.1% General Partnership
     Interest in the Converted Entity.

     Upon formation of the Converted Entity: (i) Redi-Mix Management, Inc., a
Texas corporation, shall automatically, and without further action on the part
of the Converting Entity, become the Converted Entity's General Partner; and
(ii) Atlas Investments Inc., a Nevada corporation, shall automatically, and
without further action on the part of the Converting Entity, become the
Converted Entity's Limited Partner.



     5. Organizational Documents of Converted Entity. The Articles of
Incorporation of the Converting Entity are attached hereto as Exhibit "A" and
are incorporated herein by reference.

     6. Organizational Documents of the Converted Entity. The Certificate of
Limited Partnership of the Converted Entity are attached hereto as Exhibit "B"
and is incorporated herein by reference. The Agreement of Limited Partnership of
the Converted Entity is attached hereto as Exhibit "C" and is incorporated
herein by reference.

     7. Effective Date. The conversion referred to herein shall become effective
upon the issuance of a Certificate of Conversion by the Secretary of State of
the State of Texas (the "Effective Date').

     IN WITNESS WHEREOF, the undersigned has adopted this Plan as of the date
first above written.

                                        REDI-MIX, INC.,
                                        a Texas corporation


                                        By:
                                            ------------------------------------
                                        Name: John C. Miller
                                        Title: Secretary and Treasurer


                                       2

EX-3.28(B)

                                                                   Exhibit 3.28b

                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                                 REDI-MIX, L.P.

          The undersigned General Partner, desiring to form a limited
partnership under the provisions of the Texas Revised Limited Partnership (the
"Act"), hereby certifies as follows:

     1. The name of the limited partnership is Redi-Mix, L.P.

     2. The address of the limited partnership's registered office is 1445
MacArthur, Suite 136, Carrollton, Texas 75007. The name of the limited
partnership's registered agent for service of process is John C. Miller. The
address of the registered agent is 1445 MacArthur Suite 136, Carrollton, Texas
75007.

     3. The address of the principal office where records are required to be
kept or made available is 1445 MacArthur, Suite 136, Carrollton, Texas 75007.

     4. The name, mailing address, and street address of the business of the
sole general partner is as follows:



Name:                       Mailing and Street Address
- ----                        --------------------------
                         
REDI-MIX MANAGEMENT, INC.   1445 MacArthur, Suite 136
                            Carrollton, Texas  75007


     5. This certificate of limited partnership shall be effective on the date
of filing with the Secretary of State of the State of Texas.

     6. The limited partnership is being formed pursuant to a plan of conversion
under Section 2.15 of the Act.

     7. The name of the converting entity is Redi-Mix, Inc., a Texas business
corporation. The address of Redi-Mix, Inc. is 1445 MacArthur, Suite 136,
Carrollton, Texas 75007. Its date of incorporation was June 11, 1979, and its
jurisdiction of incorporation is Texas.



          The undersigned affirms, under the penalties of perjury, that this
certificate is executed on the 28th day of April, 1999, and to the best
knowledge and belief of the undersigned, the facts stated in this certificate
are true.

                                        REDI-MIX MANAGEMENT, INC.,
                                        a Texas corporation


                                        By:
                                            ------------------------------------
                                        Name: John C. Miller
                                        Title: Secretary

EX-3.28(C)

                                                                   Exhibit 3.28c

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                                 REDI-MIX, L.P.


                                                                               .
                                                                               .
                                                                               .

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                                 REDI-MIX, L.P.

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 1................................................................     1
   1.1   Definitions.....................................................     1
   1.2   References......................................................     7

ARTICLE 2................................................................     7
   2.1   Formation of the Limited Partnership............................     7
   2.2   Partnership Name................................................     7
   2.3   Purpose.........................................................     7
   2.4   Principal and Registered Office.................................     7
   2.5   Term of the Partnership.........................................     7

ARTICLE 3................................................................     7
   3.1   Initial Capital Contribution of General Partner.................     8
   3.2   Initial Capital Contribution of Limited Partners................     8
   3.3   Authorization of Partner Loans..................................     8
   3.4   Additional Capital Contributions................................     8

ARTICLE 4................................................................     8
   4.1   Distribution of Net Cash Flow...................................     8
   4.2   Distribution of Net Proceeds of a Capital Transaction...........     8
   4.3   Return of and Interest on Capital Contributions.................     8
   4.4   Payments........................................................     8
   4.5   In-Kind Distributions...........................................     9
   4.6   Allocations of Net Profit and Net Loss..........................     9



                                        i



                                                                         
   4.7   Partnership Minimum Gain Chargeback.............................    10
   4.8   Minimum Gain Chargeback for Partner Nonrecourse Debt............    10
   4.9   Qualified Income Offset.........................................    10
   4.10  Limit on Loss Allocations.......................................    11
   4.11  Net Loss from Partner Nonrecourse Debt..........................    11
   4.12  Nonrecourse Deductions..........................................    11
   4.13  Code Section 754 Adjustments....................................    11
   4.14  Reversal of Mandatory Allocations...............................    11
   4.15  Compliance with Code............................................    11
   4.16  Tax Allocations -- Code Section 704(c)..........................    11
   4.17  Allocation on Transfer..........................................    12
   4.18  Minimum Interest of General Partner.............................    12

ARTICLE 5................................................................    12
   5.1   Capital Accounts................................................    12
   5.2   Adjustment for In-Kind Distributions............................    12
   5.3   Property Revaluation............................................    13
   5.4   Interpretation..................................................    13
   5.5   Obligation to Repay or Restore..................................    13
   5.6   Tax Elections...................................................    14

ARTICLE 6................................................................    14
   6.1   Operating Expenses and Reimbursements...........................    14

ARTICLE 7................................................................    14
   7.1   Admission of Additional Partners................................    14
   7.2   Assignment or Transfer of Partnership Interests.................    14

ARTICLE 8................................................................    14




                                       ii



                                                                         
   8.1   Powers of General Partner.......................................    14
   8.2   Authority as to Third Persons...................................    17
   8.3   Compensation and Expenses of the General Partner................    17
   8.4   Covenants of the General Partner................................    17
   8.5   Limitations on Authority........................................    18
   8.6   No Withdrawal From Partnership..................................    18
   8.7   Officers........................................................    18

ARTICLE 9................................................................    18
   9.1   Dissolution.....................................................    18
   9.2   Continuation....................................................    18
   9.3   Events Affecting a Limited Partner..............................    19
   9.4   Liquidation Procedures..........................................    19
   9.5   Termination.....................................................    20
   9.6   No Petition for Dissolution.....................................    20
   9.7   Compliance with Timing Requirements of Treasury Regulations.....    20

ARTICLE 10...............................................................    20
   10.1  Financial and Tax Accounting and Reports........................    20
   10.2  Valuation.......................................................    20
   10.3  Supervision; Inspection of Books................................    20
   10.4  Consent in Lieu of Meeting......................................    21
   10.5  Withholding.....................................................    21

ARTICLE 11...............................................................    21
   11.1  Execution and Filing of Documents...............................    21
   11.2  Other Instruments and Acts......................................    21
   11.3  Binding Agreement...............................................    21




                                       iii



                                                                         
   11.4  Governing Law...................................................    21
   11.5  Notices.........................................................    21
   11.6  Power of Attorney...............................................    22
   11.7  Amendment.......................................................    22
   11.8  Entire Agreement................................................    23
   11.9  Titles; Subtitles...............................................    23
   11.10 Exculpation.....................................................    23
   11.11 Indemnification of the General Partner..........................    23
   11.12 Limitation of Liability of the Limited Partners.................    23
   11.13 Ambiguities.....................................................    23
   11.14 No Right to Partition...........................................    24




                                       iv



                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                                 REDI-MIX, L.P.

     THIS AGREEMENT OF LIMITED PARTNERSHIP, made and entered into as of this
_____ day of April, 1999, by and between Redi-Mix Management, Inc., a Texas
corporation (the "General Partner") and Atlas Investments Inc., a Nevada
corporation (the "Limited Partner").

     NOW, THEREFORE, the General Partner and the Limited Partner hereby agree to
the terms and conditions of this Agreement of Limited Partnership as follows:

                                   ARTICLE 1.

                             DEFINITIONS; REFERENCES

1.1  Definitions. Unless the context requires otherwise, the following terms
     shall have the meanings specified in this Section 1.1:

     1.1.1 Act: The Texas Revised Limited Partnership Act.

     1.1.2 Additional Capital Contributions: The additional capital
          contributions described in Section 3.4.

     1.1.3 Adjusted Capital Account Deficit: With respect to any Partner, the
          deficit balance, if any, in such Partner's Capital Account as of the
          end of the relevant taxable year, after giving effect to the following
          adjustments:

          (a)  Credit to such Capital Account any amounts which such Partner (1)
               is obligated to restore to the Partnership upon liquidation of
               its interest in the Partnership (or which is so treated pursuant
               to Regulations Section 1.704-1(b)(2)(ii)(c)) pursuant to the
               terms of this Agreement or under state law or (2) is deemed to be
               obligated to restore pursuant to the penultimate sentences of
               Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (3) the
               Partner's share (as determined under Code Section 752) of any
               recourse indebtedness of the Partnership to the extent that such
               indebtedness could not be repaid out of the Partnership's assets
               if all of the Partnership's assets were sold at their respective
               Book Values as of the end of the Fiscal Year or other period and
               the proceeds from the sales were used to pay the Partnership's
               liabilities; and

          (b)  Debit to such Capital Account the items described in Sections
               1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
               1.704-1(b)(2)(ii)(d)(6) of the Regulations.

          The foregoing definition of Adjusted Capital Account Deficit is
          intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d)
          of the Regulations and shall be interpreted consistently therewith.
          For purposes of clause (a)(3) above, the amounts computed pursuant to
          clause (a)(1) above for each Partner shall be


                                        1



          considered to be proceeds from the sale of the assets of the
          Partnership to the extent such amounts would be available to satisfy
          (directly or indirectly) the indebtedness specified in clause (a)(3).

     1.1.4 Affiliate: With respect to any Person, a Person that directly or
          indirectly, through one or more intermediaries, controls, is
          controlled by, or is under common control with the Person in question.
          As used herein, the term "control" means the possession, directly or
          indirectly, of the power to direct or cause the direction of the
          management and policies of a Person, whether through ownership of
          voting securities or interests, by contract, or otherwise.

     1.1.5 Agreement: This Agreement of Limited Partnership of Redi-Mix, L.P.
          and any amendments hereto.

     1.1.6 Bankruptcy: A Person shall be deemed bankrupt if:

          (a)  any proceeding is commenced against such Person as "debtor" for
               any relief under bankruptcy or insolvency laws, or laws relating
               to the relief of debtors, reorganizations, arrangements,
               compositions, or extensions and such proceeding is not dismissed
               within sixty (60) days after such proceeding has commenced, or

          (b)  such Person commences any proceeding for relief under bankruptcy
               or insolvency laws or laws relating to the relief of debtors,
               reorganizations, arrangements, compositions, or extensions.

     1.1.7 Book Value: With respect to any asset, the asset's adjusted basis for
          federal income tax purposes, except as follows:

          (a)  the initial Book Value of any asset contributed (or deemed
               contributed under Regulations Section 1.708-1(b)(1)(iv)) by a
               Partner to the Partnership shall be the asset's gross fair market
               value at the time of the contribution;

          (b)  the Book Value of all Partnership assets shall be adjusted to
               equal their respective gross fair market values, as determined by
               the General Partner in its reasonable judgment:

               (i)  if the General Partner reasonably determines an adjustment
                    is necessary or appropriate to reflect the relative economic
                    interests of the Partners in the Partnership as of (1) the
                    acquisition of an additional interest in the Partnership by
                    any new or existing Partner in exchange for more than a de
                    minimis capital contribution, or (2) the distribution by the
                    Partnership to a Partner of more than a de minimis amount of
                    Partnership property as consideration for an interest in the
                    Partnership; and


                                        2



               (ii) as of the liquidation of the Partnership within the meaning
                    of Regulations Section 1.704-1(b)(2)(ii)(g);

          (c)  the Book Value of any Partnership asset distributed to any
               Partner will be the gross fair market value of the asset on the
               date of distribution; and

          (d)  the Book Values of Partnership assets will be increased or
               decreased to reflect any adjustment to the adjusted basis of the
               assets under Code Sections 734(b) or 743(b), but only to the
               extent that the adjustment is taken into account in determining
               Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m),
               provided that Book Values will not be adjusted hereunder to the
               extent that the General Partner determines that an adjustment
               under clause (b) is necessary or appropriate in connection with a
               transaction that would otherwise result in an adjustment under
               this clause (d).

          After the Book Value of any asset has been adjusted under clause (a),
          clause (b) or clause (d) above, Book Value will be adjusted by the
          Depreciation taken into account with respect to the asset for purposes
          of computing Net Profit and Net Loss.

     1.1.8 Capital Account: The capital account of a Partner established and
          maintained in accordance with Section 5.1.

     1.1.9 Capital Contributions: With respect to any Partner, the amount of
          money actually contributed (or deemed contributed pursuant to
          Regulations Section 1.704-1(b)(2)(iv)(c)) to the Partnership and the
          initial Book Value of any property (other than money) contributed to
          the Partnership with respect to the interest in the Partnership held
          by that Partner (net of any liabilities secured by such property that
          the Partnership is considered to assume or to take subject to Code
          Section 752). Any reference in this Agreement to the Capital
          Contribution of a Partner will include a Capital Contribution made by
          any prior Partner with respect to the Partnership interest of the
          Partner.

     1.1.10 Capital Transaction: The sale, exchange or other disposition of all
          or any portion of the property of the Partnership other than in the
          ordinary course of business of the Partnership. Capital Transactions
          include the financing or refinancing of Partnership property which
          creates excess funds not needed for Operations and which funds, in the
          opinion of the General Partner, are available for distribution to the
          Partners.

     1.1.11 Code: The United States Internal Revenue Code of 1986, as now
          existing or hereafter amended. References to sections of the Code
          include successor provisions to those sections.

     1.1.12 Depreciation: For each taxable year or other period, an amount equal
          to the depreciation, amortization or other cost recovery deduction
          allowable with respect to an asset for the year or other period,
          except that if the Book Value of an asset


                                        3



          differs from its adjusted basis for federal income tax purposes at the
          beginning of the year or other period, Depreciation will be an amount
          which bears the same ratio to the beginning Book Value as the federal
          income tax depreciation, amortization or other cost recovery deduction
          for the year or other period bears to the beginning adjusted tax
          basis, provided that if the federal income tax depreciation,
          amortization, or other cost recovery deduction for the year or other
          period is zero, Depreciation will be determined with reference to the
          beginning Book Value using any reasonable method selected by the
          General Partner.

     1.1.13 Fiscal Year: The period commencing on January 1 of each year and
          ending on December 31 of such year.

     1.1.14 General Partner: Redi-Mix Management, Inc., a Texas corporation.

     1.1.15 Gross Income: For each Fiscal Year or other period, an amount equal
          to the Partnership's gross income as determined for federal income tax
          purposes for such Fiscal Year or period but computed with the
          adjustments specified in Section 1.1.20(a) and (c).

     1.1.16 Initial Capital Contributions: The Capital Contributions of the
          General Partner made pursuant to Section 3.1 and the Limited Partners
          made pursuant to Sections 3.2 and 3.3.

     1.1.17 Limited Partner: Atlas Investments Inc., a Nevada corporation, and
          each Person who is admitted to the Partnership as a Limited Partner
          and shown as a Limited Partner on the books and records of the
          Partnership.

     1.1.18 Net Cash Flow: All cash funds from operations of the Partnership on
          hand or on deposit from time to time after (i) payment of all
          operating expenses payable as of the date in question, (ii) provision
          for payment of all outstanding and unpaid Partnership obligations due
          and payable as of the date in question or within sixty (60) days
          thereafter, and (iii) the establishment of such reasonable reserves as
          the General Partner, in its sole discretion, deems appropriate for the
          operating needs of the Partnership. "Net Cash Flow" shall not include
          or reflect any proceeds received or expenses incurred in connection
          with a Capital Transaction.

     1.1.19 Net Proceeds of a Capital Transaction: The net proceeds received by
          the Partnership in connection with a Capital Transaction after payment
          of all costs and expenses incurred by the Partnership in connection
          with such Capital Transaction, including, without limitation, brokers'
          commissions, loan fees, other closing costs, the cost of any
          alteration, improvement, restoration or repair of Partnership assets
          necessitated by or incurred in connection with such Capital
          Transaction, any reserves that the General Partner believes in good
          faith should be established and the payment of any loans owed by the
          Partnership to any of the Partners, plus any other loans that should
          be appropriately paid, as determined by the General Partner in its
          reasonable discretion.


                                        4



     1.1.20 Net Profit and Net Loss: For each Fiscal Year or other period, an
          amount equal to the Partnership's taxable income or loss for such
          Fiscal Year or period, determined in accordance with Code Section
          703(a) (for this purpose, all items of income, gain, loss or deduction
          required to be stated separately pursuant to Code Section 703(a)(1)
          shall be included in taxable income or loss) with the following
          adjustments:

          (a)  any income of the Partnership that is exempt from federal income
               tax and not otherwise taken into account in computing Net Profit
               or Net Loss shall be added to such taxable income or loss;

          (b)  any expenditures of the Partnership described in Code Section
               705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
               under Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise
               taken into account in computing Net Profit or Net Loss shall be
               subtracted from such taxable income or loss;

          (c)  gain or loss resulting from any disposition of Partnership
               property with respect to which gain or loss is recognized for
               federal income tax purposes shall be computed by reference to the
               Book Value of such property notwithstanding that the Book Value
               of such asset differs from its adjusted tax basis;

          (d)  gain or loss resulting from any adjustment pursuant to Section
               1.1.7(b) shall be taken into account as gain or loss from
               disposition of the asset for purposes of computing Net Profit or
               Net Loss hereunder;

          (e)  gain or loss resulting from any adjustment attributable to an
               in-kind distribution of assets to any Partner pursuant to
               Sections 5.2 shall be taken into account as gain or loss from
               disposition of the asset for purposes of computing Net Profit or
               Net Loss hereunder;

          (f)  in lieu of the depreciation, amortization and other cost recovery
               deductions taken into account in computing taxable income or
               loss, there shall be taken into account Depreciation for such
               Fiscal Year or other period as determined under Regulations
               Section 1.704-1(b)(2)(iv)(g)(3);

          (g)  the amount of any Gross Income specially allocated to the
               Partners pursuant to Sections 4.7 through 4.9 and 4.14 shall not
               be included as income or revenue; and

          (h)  any amount allocated pursuant to Sections 4.11 through 4.14 shall
               not be included as a gain, loss or deduction.

     1.1.21 Net Profit and Net Loss from Capital Transactions: Net Profit and
          Net Loss including only those items of income, gain, loss and
          deduction relating to Capital Transactions.


                                        5



     1.1.22 Net Profit and Net Loss from Operations: Net Profit and Net Loss
          excluding those items of income, gain, loss and deduction related
          solely to Capital Transactions.

     1.1.23 Nonrecourse Deductions: Losses, deductions or Code Section
          705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities of
          the Partnership. The amount of Nonrecourse Deductions for any Fiscal
          Year or other period shall be determined in accordance with the
          provisions of Regulations Section 1.704-2(c).

     1.1.24 Nonrecourse Liability: A nonrecourse liability as defined in
          Regulations Section 1.752-1(a)(2).

     1.1.25 Operations: All operations and activities of the Partnership other
          than those related to or consisting of a Capital Transaction.

     1.1.26 Partner: A Partner of the Partnership, including the General Partner
          and the Limited Partner.

     1.1.27 Partner Nonrecourse Debt: Any Nonrecourse Liability of the
          Partnership for which any Partner or related person bears the economic
          risk of loss under Regulations Section 1.752-2.

     1.1.28 Partner Nonrecourse Debt Minimum Gain: The minimum gain attributable
          to Partner Nonrecourse Debt as determined under Regulations Section
          1.704-2(i)(3).

     1.1.29 Partner Nonrecourse Deductions: Partnership losses, deductions or
          Code Section 705(a)(2)(B) expenditures attributable to a particular
          Partner Nonrecourse Debt. The amount of Partner Nonrecourse Deductions
          for any Fiscal Year or other period shall be determined in accordance
          with the provisions of Regulations Section 1.704-2(i)(2).

     1.1.30 Partnership: Redi-Mix, L.P., a Texas limited partnership.

     1.1.31 Partnership Certificate: The certificate of limited partnership of
          the Partnership filed in conformance with the Act.

     1.1.32 Partnership Minimum Gain: The amount computed under Regulations
          Section 1.704-2(d)(l) with respect to the Partnership's Nonrecourse
          Liabilities.

     1.1.33 Partnership Percentage or Percentages: The percentages of the
          Partners as follows:

                              
               General Partner     .1%
               Limited Partner   99.9%



     1.1.34 Partnership Term: The period of duration of the Partnership, as set
          forth in Section 2.5.

     1.1.35 Person: Any individual, partnership, corporation, trust or other
          legal entity.


                                        6



     1.1.36 Regulations: The Income Tax Regulations promulgated under the Code,
          as such regulations may be amended from time to time (including
          corresponding provisions of succeeding regulations).

     1.1.37 Tax Matters Partner: The General Partner.

     1.1.38 Transfer: Any sale, assignment, transfer, lease or other disposal of
          property, including without limitation, an interest in the
          Partnership.

1.2  References. Unless otherwise specified herein, references in this Agreement
     to "Section," "Subsection," "Article," or "Exhibit" refer to the sections,
     subsections, articles, or exhibits in this Agreement.

                                   ARTICLE 2.

                  FORMATION, NAME, PURPOSE, REGISTERED OFFICE,
                            REGISTERED AGENT AND TERM

2.1  Formation of the Limited Partnership. The General Partner and the Limited
     Partner hereby form the Partnership as a limited partnership pursuant to
     and in accordance with the provisions of the Act.

2.2  Partnership Name. The business of the Partnership will be conducted under
     the name Redi-Mix, L.P. or such other name or names as the General Partner
     may determine.

2.3  Purpose. The purpose of the Partnership is to (i) manufacture and
     distribute concrete and related products, (ii) own, manage, operate,
     mortgage, sell and otherwise deal with the assets of the Partnership; and,
     (iii) engage in such other activities as the General Partner shall deem
     appropriate, to the extent such activities may be carried on under
     applicable law and are not prohibited by the terns and provisions of this
     Agreement.

2.4  Principal and Registered Office. The principal office of the Partnership is
     at 1445 MacArthur, Ste. 136, Carrollton, Texas 75007. The General Partner
     has a business office at the Partnership's principal office. The registered
     office of the Partnership is at 1445 MacArthur Drive, Suite 136,
     Carrollton, Texas 75007, and John C. Miller is the registered agent of the
     Partnership. The General Partner may change the principal or registered
     office or registered agent of the Partnership from time to time. The
     General Partner may establish, maintain and abandon one or more additional
     places of business for the Partnership.

2.5  Term of the Partnership. The term of the Partnership shall commence upon
     the filing and recording of the Partnership Certificate, and shall continue
     until December 31, 2050, unless earlier terminated pursuant to the terms of
     this Agreement.

                                   ARTICLE 3.

                      CAPITAL CONTRIBUTIONS; PARTNER LOANS


                                        7



3.1  Initial Capital Contribution of General Partner. The General Partner has
     contributed $1.00 to the Partnership. The General Partner shall not
     otherwise be required to make additional contributions to the Partnership
     except as provided in Sections 3.4 and 5.5.

3.2  Initial Capital Contribution of Limited Partners. The Limited Partner has
     contributed $999.00 to the Partnership hereto. The Limited Partner shall
     not be required to make additional contributions to the Partnership except
     as specified in Sections 3.4 and 5.5.

3.3  Authorization of Partner Loans. Subject to the limitations herein and to
     other agreements of the Partnership, the General Partner from time to time
     may cause the Partnership to borrow required amounts from one or more
     Partners or their Affiliates. Loans made by Partners or Affiliates under
     this Section 3.3 will not be considered a contribution to the capital of
     the Partnership, but will constitute indebtedness of the Partnership to the
     advancing Partner or Affiliate, payable from the first available net cash
     flow of the Partnership unless otherwise agreed by the lending Partner or
     Affiliate and, to the extent still unpaid, upon the termination and
     liquidation of the Partnership. Each loan by a Partner or Affiliate will
     bear simple interest compounded annually on the unpaid principal balance at
     the interest rate approved by the General Partner. The Partners will not be
     personally liable for loans made by Partners or Affiliates under this
     Section 3.3 or be obligated to make contributions to the capital of the
     Partnership to repay those loans. Loans made by Partners or Affiliates
     under this Section 3.3 will be payable only from the assets of the
     Partnership.

3.4  Additional Capital Contributions. The Partners may make Additional Capital
     Contributions to the Partnership from time to time as may be required to
     meet the demands of the business of the Partnership. The Partners shall
     contribute such Additional Capital Contributions in cash in proportion to
     the Partners' Partnership Percentages.

                                   ARTICLE 4.

                          DISTRIBUTIONS AND ALLOCATIONS

4.1  Distribution of Net Cash Flow. Net Cash Flow shall be distributed among the
     Partners in accordance with their Partnership Percentages at such times and
     in such amounts as shall be determined by the General Partner.

4.2  Distribution of Net Proceeds of a Capital Transaction. Net Proceeds of a
     Capital Transaction shall be distributed among the Partners in accordance
     with their Partnership Percentages at such times and in such total amounts
     as shall be determined by the General Partner.

4.3  Return of and Interest on Capital Contributions. No Partner is entitled to
     the return of his Capital Contributions or his Capital Account or to be
     paid interest in respect of either his Capital Account or any Capital
     Contribution made by him to the Partnership except as provided in this
     Agreement.

4.4  Payments. The amount of any distribution or payment to a Partner whether
     pursuant to Article 4 or Article 9 hereof may be made in cash or in-kind or
     partially in cash and


                                        8



     partially in-kind in the reasonable discretion of the General Partner or
     the liquidating trustees, as the case may be, less reasonable reserves
     established in the reasonable discretion of the General Partner or the
     liquidating trustees, as the case may be, for known or unknown liabilities
     of the Partnership.

4.5  In-Kind Distributions. All distributions of assets in-kind shall be made at
     Book Value as determined pursuant to Section 5.3 and shall be distributed
     to the Partners in the same manner as a distribution of Net Proceeds of a
     Capital Transaction would have been made if such assets had been sold. The
     Net Profit or Net Loss resulting from distribution will be allocated in
     accordance with Section 4.6.3 or Section 4.6.4, as the case may be.

4.6  Allocations of Net Profit and Net Loss.

     4.6.1 Net Profit From Operations.

          (a)  If any Net Loss has been allocated to the Partners pursuant to
               Section 4.6.2 or Section 4.6.4, then Net Profit from Operations
               shall first be allocated to the Partners, in the same proportions
               as such Net Loss was allocated, until each Partner's Capital
               Account balance equals what it would have been had there been no
               such allocation of Net Loss.

          (b)  After any allocation required pursuant to Section 4.6.1(a), Net
               Profit from Operations shall be allocated among the Partners in
               accordance with their Partnership Percentages.

     4.6.2 Net Loss From Operations.

          (a)  If any Net Profit has been allocated to the Partners pursuant to
               Section 4.6.1 or Section 4.6.3, then Net Loss from Operations
               shall first be allocated to the Partners, in the same proportions
               as such Net Profit was allocated, until each Partner's Capital
               Account balance equals what it would have been had there been no
               such allocation of Net Profit.

          (b)  After any allocation required pursuant to Section 4.6.2(a) Net
               Loss from Operations shall be allocated among the Partners in
               proportion to their Capital Accounts until such Capital Account
               balances equal zero.

          (c)  After any allocation required pursuant to Section 4.6.2(b), Net
               Loss from Operations shall be allocated to the General Partner.

     4.6.3 Net Profit From Capital Transactions.

          (a)  If any Net Loss has been allocated to the Partners pursuant to
               Section 4.6.2 or Section 4.6.4, then Net Profit from Capital
               Transactions shall first be allocated to the Partners, in the
               same proportions as such Net Loss was allocated, until each
               Partner's Capital Account balance equals what it would have been
               had there been no such allocation of Net Loss.


                                        9



          (b)  After any allocation required pursuant to Section 4.6.3(a), Net
               Profit from Capital Transactions shall be allocated among the
               Partners in accordance with their Partnership Percentages.

     4.6.4 Net Loss From Capital Transactions.

          (a)  If any Net Profit has been allocated to the Partners pursuant to
               Section 4.6.1 or Section 4.6.3, then Net Loss from Capital
               Transactions shall first be allocated to the Partners, in the
               same proportions as such Net Profit was allocated, until each
               Partner's Capital Account balance equals what it would have been
               had there been no such allocation of Net Profit.

          (b)  After any allocation required pursuant to Section 4.6.4(a) Net
               Loss from Capital Transactions shall be allocated among the
               Partners in proportion to their Capital Accounts until such
               Capital Account balances equal zero.

          (c)  After any allocation required pursuant to Section 4.6.4(b), Net
               Loss from Capital Transactions shall be allocated to the General
               Partner.

4.7  Partnership Minimum Gain Chargeback. Notwithstanding any other provision of
     this Agreement to the contrary, if in any Fiscal Year or other period there
     is a net decrease in the amount of the Partnership Minimum Gain, then each
     Partner shall first be allocated items of Gross Income for such year (and,
     if necessary, subsequent years) in an amount equal to such Partner's share
     of the net decrease in such Minimum Gain during such year (as determined
     under Regulations Section 1.704-2(g)(2)); provided, however, if there is
     insufficient Gross Income in a year to make the allocation specified above
     for all Partners for such year, the Gross Income shall be allocated among
     the Partners in proportion to the respective amounts they would have been
     allocated had there been an unlimited amount of Gross Income for such year.

4.8  Minimum Gain Chargeback for Partner Nonrecourse Debt. Notwithstanding any
     other provision of this Agreement to the contrary other than Section 4.7,
     if in any year there is a net decrease in the amount of the Partner
     Nonrecourse Debt Minimum Gain, then each Partner shall first be allocated
     items of Gross Income for such year (and, if necessary, subsequent years)
     in an amount equal to such Partner's share of the net decrease in such
     Minimum Gain during such year (as determined under Regulations Section
     1.704-2(i)(4)); provided, however, if there is insufficient Gross Income in
     a year to make the allocation specified above for all Partners for such
     year, the Gross Income shall be allocated among the Partners in proportion
     to the respective amounts they would have been allocated had there been an
     unlimited amount of Gross Income for such year.

4.9  Qualified Income Offset. Notwithstanding any other provision of this
     Agreement to the contrary (except Sections 4.7 and 4.8 which shall be
     applied first), if in any Fiscal Year or other period a Partner
     unexpectedly receives an adjustment, allocation or distribution described
     in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), such Partner
     will be specially allocated items of Gross Income in an amount and manner
     sufficient to


                                       10



     eliminate, to the extent required by the Regulations, the Adjusted Capital
     Account Deficit of such Partner as quickly as possible.

4.10 Limit on Loss Allocations. Notwithstanding the provisions of Section 4.6.2,
     4.6.4 or any other provision of this Agreement to the contrary, Net Loss
     (or items thereof) shall not be allocated to a Partner if such allocation
     would cause or increase such Partner's Adjusted Capital Account Deficit and
     shall be reallocated to the other Partners, subject to the limitations of
     this Section 4.10.

4.11 Net Loss from Partner Nonrecourse Debt. Any Net Loss or deductions
     attributable to Partner Nonrecourse Debt shall be allocated to the Partner
     who bears the economic risk of loss with respect to such debt.

4.12 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other
     period shall be allocated among the Partners in accordance with their
     Partnership Percentages.

4.13 Code Section 754 Adjustments. To the extent an adjustment to the adjusted
     tax basis of any Partnership asset under Code Sections 734(b) or 743(b) is
     required to be taken into account in determining Capital Accounts under
     Regulations Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment to
     the Capital Accounts will be treated as an item of gain (if the adjustment
     increases the basis of the asset) or loss (if the adjustment decreases the
     basis), and the gain or loss will be specially allocated to the Partners in
     a manner consistent with the manner in which their Capital Accounts are
     required to be adjusted under Regulations Section 1.704-1(b)(2)(iv)(m).

4.14 Reversal of Mandatory Allocations. In the event that any Gross Income or
     Net Loss is allocated pursuant to Section 4.7 through 4.10, subsequent
     Gross Income, Net Profit or Net Loss (or items thereof) will first be
     allocated (subject to Sections 4.7 through 4.10) to the Partners in a
     manner which will result in each Partner having a Capital Account balance
     equal to that which would have resulted had the original allocation of
     Gross Income or Net Loss (or items thereof) pursuant to Sections 4.7
     through 4.10 not occurred.

4.15 Compliance with Code. The foregoing provisions of this Agreement relating
     to the allocation of Net Profit and Net Loss are intended to comply with
     Regulations under Section 704(b) of the Code and shall be interpreted and
     applied in a manner consistent with such Regulations.

4.16 Tax Allocations -- Code Section 704(c). In accordance with Code Section
     704(c) and the related Regulations, income, gain, loss and deduction with
     respect to any property contributed to the capital of the Partnership,
     solely for tax purposes, will be allocated among the Partners so as to take
     account of any variation between the adjusted basis to the Partnership of
     the property for federal income tax purposes and the initial Book Value of
     the property. If the Book Value of any Partnership asset is adjusted under
     Section 1.1.7, subsequent allocations of income, gain, loss and deduction
     with respect to that asset will take account of any variation between the
     adjusted basis of the asset for federal income tax purposes and its Book
     Value in the same manner as under Code Section 704(c) and the related
     Regulations. Any elections or other decisions relating to


                                       11



     allocations under this Section 4.16 will be made in any manner that the
     General Partner determines reasonably reflects the purpose and intention of
     this Agreement. Allocations under this Section 4.16 are solely for purposes
     of federal, state and local taxes and will not affect, or in any way be
     taken into account in computing, any Partner's Capital Account or share of
     Net Profit, Net Loss or other items or distributions under any provision of
     this Agreement.

4.17 Allocation on Transfer. If any interest in the Partnership is transferred,
     or is increased or decreased by reason of the admission of a new Partner or
     otherwise, during any Fiscal Year, the Partnership shall make an interim
     closing of its books as of the effective date of such date of transfer or
     admission and shall allocate Net Income or Net Loss or items. thereof based
     on such interim closing. All transfers of interests or admissions or
     exclusions of Partners occurring at any time during a month shall be deemed
     effective as of the opening of business on the first day of the subsequent
     month.

4.18 Minimum Interest of General Partner. Notwithstanding any indication to the
     contrary, the General Partner's interest in each item of Partnership
     income, gain, loss, deduction and credit shall be not less than .1%, except
     as otherwise required pursuant to Section 704(b) or Section 704(c) of the
     Code.

                                   ARTICLE 5.

                                CAPITAL ACCOUNTS

5.1  Capital Accounts. A separate capital account ("Capital Account") shall be
     maintained for each Partner. There shall be credited to each Partner's
     Capital Account the amount of any cash actually contributed by such Partner
     to the capital of the Partnership (or deemed contributed pursuant to
     Regulations Section 1.704-1(b)(2)(iv)(c)), the Book Value of any property
     contributed by such Partner to the capital of the Partnership (net of any
     liabilities secured by such property that the Partnership is considered to
     assume or to take subject to under Code Section 752), such Partner's share
     of the Net Profit (and all items in the nature of income or gain that are
     specially allocated to the Partner under Article 4 hereof) of the
     Partnership and the amount of any Partnership liabilities that are assumed
     by the Partner or secured by any Partnership property distributed to the
     Partner. There shall be charged against each Partner's Capital Account the
     amount of all cash distributed to such Partner by the Partnership (or
     deemed distributed pursuant to Regulations Section 1.704-1(b)(2)(iv)(c)),
     the Book Value of any property distributed to such Partner by the
     Partnership (net of any liability secured by such property that the Partner
     is considered to assume or take subject to under Code Section 752), such
     Partner's share of the Net Loss (and all items in the nature of deduction
     or loss that are specially allocated to the Partner under Article 4 hereof)
     of the Partnership and the amount of any liabilities of the Partner assumed
     by the Partnership or which are secured by any property contributed by the
     Partner to the Partnership.

5.2  Adjustment for In-Kind Distributions. If the Partnership at any time
     distributes any of its assets in-kind to any Partner, the Capital Account
     of each Partner shall be adjusted as contemplated by Section 4.5, as
     applicable, to account for that Partner's allocable share


                                       12



     (as determined under Article 4 above) of the Net Profit or Net Loss that
     would have been realized by the Partnership had it sold the assets
     distributed for their respective fair market values immediately prior to
     their distribution.

5.3  Property Revaluation. The Capital Accounts shall be adjusted to reflect a
     revaluation of Partnership property to its fair market value on the date of
     adjustment upon the occurrence of any of the following events:

     5.3.1 an increase in any new or existing Partner's Partnership Percentage
          resulting from the contribution of money or property by such Partner
          to the Partnership including a conversion of debt into Partnership
          interests,

     5.3.2 any reduction in a Partner's Partnership Percentage resulting from a
          distribution to such Partner in consideration of all or part of his
          Partnership interest, unless such distribution is pro rata to all
          Partners in accordance with their respective Partnership Percentages,
          and

     5.3.3 whenever else allowed under Regulations Section 1.704-1(b)(2)(iv)(f).

     The adjustments to Capital Accounts shall reflect the manner in which the
     unrealized Net Profit or Net Loss inherent in the property would be
     allocated if there were a disposition of the Partnership's property at its
     fair market value on the date of adjustment.

5.4  Interpretation. It is the intention of the Partners that the Capital
     Accounts be maintained strictly in accordance with the capital account
     maintenance requirements of Regulations under Code Section 704(b). The
     foregoing provisions and the other provisions of this Agreement relating to
     the maintenance of the Capital Accounts are intended to comply with such
     Regulations and shall be interpreted and applied in a manner consistent
     with such Regulations and any amendment or successor provision thereto. The
     General Partner also shall make any appropriate modifications if
     unanticipated events might otherwise cause this Agreement not to comply
     with the Regulations, so long as such changes would not cause a material
     change in the relative economic benefits of the Partners under this
     Agreement.

5.5  Obligation to Repay or Restore. If the Limited Partner has received
     distributions of Net Cash Flow or Net Proceeds of a Capital Transaction, it
     may be obligated under the Act to repay or restore to the Partnership all
     or a portion of the amount received if such distributions cause the fair
     market value of the Partnership's assets to be less than the Partnership's
     liabilities. Subject to the foregoing requirement, the Limited Partner
     shall not be required to pay to the Partnership or to any other Partner any
     deficit or negative balance which may exist from time to time in its
     Capital Account; provided, however, in the event the Limited Partner
     erroneously receives distributions in excess of his interest in such
     distributions as specified in Sections 4.1, 4.2 and 4.3 hereof ("Excess
     Distributions"), then, as between the Partners but not for the benefit of
     other Persons, such Partner shall be indebted to the Partnership for such
     Excess Distributions, and such indebtedness shall be payable on terms or on
     demand as may be prescribed by the General Partner. The General Partner
     shall contribute, prior to the dissolution and


                                       13



     liquidation of the Partnership, an amount equal to the lesser of (a) an
     amount which will cause the total Capital Contributions made by the General
     Partner during the Partnership Term to equal one-tenth of one percent (.1%)
     of the total Capital Contributions made to the Partnership (including the
     Capital Contribution to be made by the General Partner pursuant to this
     Section 5.5), or (b) the deficit balance in its Capital Account as of the
     date of such dissolution and liquidation.

5.6  Tax Elections. The General Partner is authorized, in its reasonable
     discretion, to make all elections permitted or required of the Partnership
     under Regulations Section 1.704-1, Code Section 754 and any other
     provisions of the Code.

                                   ARTICLE 6.

                               OPERATING EXPENSES

6.1  Operating Expenses and Reimbursements. The Partnership shall bear (or
     reimburse the General Partner for its payment of) all costs and expenses of
     every kind and description incurred in connection with the organization,
     operation, liquidation and dissolution of the Partnership including, but
     not limited to, travel expenses, fees of consultants, accountants, and
     attorneys, fees and expenses of the preparation of quarterly unaudited
     financial statements, the annual audit, if any, and tax returns of the
     Partnership, interest on indebtedness of the Partnership, and fees and
     expenses incurred in any litigation by or against the Partnership.

                                   ARTICLE 7.

                 ADMISSION OF PARTNERS; ASSIGNMENT OF INTERESTS

7.1  Admission of Additional Partners. Without the written consent of all
     Partners, no additional partners shall be admitted to the Partnership.

7.2  Assignment or Transfer of Partnership Interests. Without the written
     consent of all Partners, no Partner shall sell, assign, pledge, mortgage,
     or otherwise dispose of or Transfer, in whole or in part, its Partnership
     interest or its share of the Partnership's capital, assets or property or
     enter into any agreement, the result of which would be for another Person
     to become directly or indirectly interested in the Partnership.

                                   ARTICLE 8.

                       MANAGEMENT DUTIES AND RESTRICTIONS

8.1  Powers of General Partner.

     8.1.1 General Authority of the General Partner. The business and affairs of
          the Partnership will be managed exclusively by the General Partner.
          Except as otherwise expressly provided in this Agreement with respect
          to matters requiring the approval of the Limited Partner, all
          determinations relating to the business and affairs of the Partnership
          will be made by the General Partner in its sole discretion


                                       14



          and will not give rise to any right or claim by any Partner or the
          Partnership unless made in violation of an express provision of this
          Agreement. Except as otherwise provided herein, the General Partner
          will have complete authority to take, in its own name or in the name
          of the Partnership, any action that the General Partner determines to
          be appropriate under this Agreement or for the conduct of the business
          of the Partnership, including without limitation the actions specified
          in Section 8.1.2. All decisions and actions taken by the General
          Partner under the authority of this Section 8.1 will be binding upon
          all of the Partners and the Partnership.

     8.1.2 Specific Authority of General Partner. Except as otherwise expressly
          set forth in this Agreement, the General Partner shall have all rights
          and powers of a general partner under the Act. Subject to the
          limitations contained in Section 8.1.3, the authority of the General
          Partner to manage the business and affairs of the Partnership will
          include complete authority:

          (a)  To acquire, dispose of, lease or exchange assets of the
               Partnership;

          (b)  To borrow money or otherwise create or assume indebtedness for
               the Partnership;

          (c)  To create an Encumbrance on all or any part of the Partnership's
               assets in order to secure loans or advances to or assumed by the
               Partnership or any Person in which the Partnership has a direct
               or indirect interest, or any obligation of the Partnership or any
               Person in which the Partnership has a direct or indirect
               interest, or for any other Partnership purpose;

          (d)  To execute and deliver for the Partnership agreements and other
               instruments (including, without limitation, instruments creating
               an Encumbrance on Partnership assets) for any purpose authorized
               by clause (c), including without limitation agreements and
               instruments in connection with loans or the Transfer of assets of
               the Partnership;

          (e)  To collect all income of the Partnership and to satisfy all
               obligations of the Partnership, including without limitation
               expenses of the General Partner relating to the Partnership
               described in Article 6 and Section 8.4 and the indemnification
               obligations arising under Section 11.11;

          (f)  To prepare or cause to be prepared and file all tax returns for
               the Partnership (but not the tax returns or other reports of the
               Partners);

          (g)  To make all tax elections for the Partnership, including without
               limitation any special basis adjustments under Section 754 of the
               Code, provided that the Partner requesting any Section 754
               election must agree to reimburse the Partnership for any costs
               incurred by the Partnership in making the election or in
               maintaining or preparing any additional records or reports in
               connection with the election;


                                       15



          (h)  To prosecute, defend and settle legal, arbitration or
               administrative proceedings on behalf of or against the
               Partnership;

          (i)  To manage and maintain the assets of the Partnership or any
               Person in which the Partnership has a direct or indirect
               interest;

          (j)  To establish separate bank accounts for the deposit of monies
               received on behalf of the Partnership and to disburse all funds
               on deposit on behalf of the Partnership in amounts and at times
               as required in connection with the business of the Partnership;

          (k)  To procure and maintain insurance against risks and in amounts
               determined to be appropriate by the General Partner, including
               without limitation insurance under which the General Partner and
               its partners, agents and affiliates are insureds;

          (l)  To advance funds of the Partnership to any Person in which the
               Partnership has a direct or indirect interest;

          (m)  To do or cause to be done any other act which the General Partner
               considers to be appropriate to carry out any of its powers or in
               furtherance of the purposes or character of the Partnership;

          (n)  To establish such reserves from Partnership funds as the General
               Partner, in its sole discretion, may deem necessary or advisable
               for Partnership operations and for the payment of Partnership
               obligations;

          (o)  To exercise all rights, powers, privileges and other incidents of
               ownership or possession with respect to any Partnership assets,
               including, without limitation, voting equity or debt securities
               held by the Partnership;

          (p)  To consult with legal counsel, independent public accountants,
               real estate brokers and other consultants selected by the General
               Partner on behalf of the Partnership;

          (q)  To take all action which may be necessary or appropriate for the
               continuation of the Partnership's valid existence as a limited
               partnership under the laws of the State of Texas and of each
               other jurisdiction in which such existence is necessary to
               protect the limited liability of the Limited Partner or to enable
               the Partnership to conduct the business in which it is engaged;

          (r)  To resolve, in its sole discretion, any ambiguity regarding the
               application of any provision of this Agreement in the manner it
               deems equitable, practicable and consistent with this Agreement
               and applicable law; and,


                                       16



          (s)  To do such other acts as the General Partner may deem necessary
               or advisable, or as may be incidental to or necessary for the
               conduct of the business of the Partnership.

     8.1.3 Actions Requiring Limited Partner Approval. Notwithstanding Section
          8.1.2, the General Partner may not, without the written consent of the
          Limited Partner take or commit to take any of the following actions:

          (a)  Transfer all or substantially all of the Partnership's assets,
               whether in one transaction or a series of related transactions;

          (b)  Effect the reorganization, merger or consolidation of the
               Partnership with any other entity.

          (c)  Any act in contravention of this Agreement;

          (d)  Any act which would make it impossible to carry on the ordinary
               business of the Partnership, other than a Transfer of all or
               substantially all of the assets of the Partnership authorized
               under Section 8.1.3(a) or a reorganization, merger or
               consolidation authorized under Sections 8.1.3(b);

          (e)  Confess a judgment against the Partnership except in connection
               with the settlement of an action or proceeding; or,

          (f)  Incur any debt, on behalf of the Partnership or otherwise, for
               which the Limited Partner shall be directly or personally liable
               to any extent.

8.2  Authority as to Third Persons. Notwithstanding Section 8.1.3, the signed
     statement of the General Partner reciting that it has the authority or
     necessary approval of the Limited Partner for any action, as to any third
     Person, will be conclusive evidence of the authority of the General Partner
     to take that action and of compliance with Section 8.1.3, if applicable.
     The Limited Partner will promptly execute instruments determined by the
     General Partner to be appropriate to evidence the authority of the General
     Partner to consummate any transaction permitted by this Agreement.

8.3  Compensation and Expenses of the General Partner. The General Partner will
     not receive any compensation from the Partnership for serving as General
     Partner, but all expenses incurred by the General Partner in connection
     with its service as General Partner (including without limitation charges
     for legal, accounting, data processing, administrative, executive, tax and
     other services rendered) will be paid or promptly reimbursed by the
     Partnership. Nothing contained in this Section 8 is intended to affect the
     distributions to the General Partner or the amounts that may be payable to
     the General Partner by reason of its interest in the Partnership.

8.4  Covenants of the General Partner. The General Partner shall devote such
     time, effort, and attention as may be reasonably necessary, advisable, or
     appropriate to manage and direct the operations, business and affairs of
     the Partnership.


                                       17



8.5  Limitations on Authority. The authority of the General Partner over the
     conduct of the operations, business, and affairs of the Partnership shall
     be subject only to the Act and such further limitations as are expressly
     stated in this Agreement.

8.6  No Withdrawal From Partnership. Except as contemplated by this Agreement,
     no Partner may withdraw from the Partnership at any time.

8.7  Officers. The General Partner may, from time to time, designate one or more
     individuals to be an officer of the Partnership. Any officer so designated
     shall have such authority and perform such duties as the General Partner
     may, from time to time, delegate to such officer. Each officer shall hold
     office until the earlier to occur of his or her death, disability,
     resignation, removal by the General Partner or replacement by the General
     Partner. The salaries or other compensation, if any, of any officer of the
     Partnership shall be fixed from time to time by the General Partner.
     Subject to any contractual requirements, any officer may resign as such as
     any time. Such resignation shall be made in writing and shall take effect
     at the time specified therein, or if no time be specified, at the time of
     its receipt by the General Partner. The acceptance of a resignation shall
     not be necessary to make it effective, unless expressly so provided in the
     resignation. Any officer may be removed as such, either with or without
     cause, by the General Partner whenever in its judgement the best interests
     of the Partnership will be served thereby. Designation of an officer shall
     not of itself create contract rights. Any vacancy occurring in any officer
     position of the Partnership may be filled by the General Partner.

                                   ARTICLE 9.

                         DISSOLUTION OF THE PARTNERSHIP

9.1  Dissolution. The Partnership shall be dissolved upon the happening of any
     of the following events:

     9.1.1 the expiration of the Partnership Term;

     9.1.2 with the prior consent of the General Partner and the Limited
          Partner;

     9.1.3 an "Event of Withdrawal," as defined in the Act, of the General
          Partner; and

     9.1.4 the entry of a decree of judicial dissolution under Section 8.02 of
          the Act.

9.2  Continuation. Upon the occurrence of an event identified in Section 9.1.1
     or 9.1.3, the business of the Partnership will be continued if within 90
     calendar days the Limited Partner elects by written action to continue the
     business of the Partnership and designate one or more Persons to be a
     General Partner of the Partnership. If the business of the Partnership is
     continued, the interest of the General Partner will be converted to that of
     a limited partner. If the Limited Partner fails to continue the
     Partnership's business as provided in this Section 9.2, the Partnership
     will be liquidated under Section 9.4.


                                       18



9.3  Events Affecting a Limited Partner. The Bankruptcy, liquidation,
     dissolution, reorganization, merger, sale of substantially all the stock or
     assets of, or other change in the ownership or nature of the Limited
     Partner shall not dissolve the Partnership.

9.4  Liquidation Procedures.

     9.4.1 Upon dissolution of the Partnership the General Partner or, if there
          is no General Partner, such Person or Persons as the Limited Partner
          shall designate as liquidating trustees shall commence immediately to
          wind up the affairs of the Partnership. The General Partner or such
          liquidating trustees shall use their best judgment as to when to
          dispose of the Partnership's assets or to make distributions in-kind
          in order to maximize the return to the Partners from such assets.

     9.4.2 The assets of the Partnership remaining after payment of the costs
          and expenses of winding up shall be applied in the following priority:

          (a)  To payment of the costs and expenses of the winding up,
               liquidation and termination of the Partnership;

          (b)  To the creditors of the Partnership, other than Partners, all
               amounts due them from the Partnership in the order of priority
               established by law;

          (c)  To the Partners, all amounts due them in repayment of any loans
               to the Partnership pursuant to Section 3.3;

          (d)  To the establishment of any reserves deemed appropriate by the
               General Partner or liquidating trustees for any liabilities or
               obligations of the Partnership, which reserves will be held for
               the purpose of paying liabilities or obligations and, at the
               expiration of a period the General Partner or liquidating
               trustees deems appropriate, will be distributed in the manner
               provided in Section 9.4.2(e); and,

          (e)  To the payment to the Partners of the positive balances in their
               respective Capital Accounts, pro rata, in proportion to the
               positive balances in those Capital Accounts after giving effect
               to all allocations and distributions under Article 4 for all
               prior periods, including the period during which the process of
               liquidation occurs.

          If the General Partner or the liquidating trustees, in their sole
          discretion, deem it not feasible or desirable to liquidate to each
          Partner its allocable share of each asset to be distributed in-kind,
          the General Partner or the liquidating trustees may allocate and
          distribute specific assets to one or more Partners as the General
          Partner or the liquidating trustees shall reasonably determine to be
          fair and equitable, taking into consideration, among other things, the
          value of the assets, the indebtedness secured by the assets and the
          tax consequences of the proposed distribution upon each of the
          Partners. Any distributions in-kind shall be subject


                                       19



          to such conditions relating to the disposition and management thereof
          as the General Partner or the liquidating trustees deem reasonable and
          equitable.

9.5  Termination. The Partnership shall terminate when all property owned by the
     Partnership has been disposed of, and any proceeds from the sale or other
     disposition of all of the Partnership property, after payment of or
     provision for all liabilities to creditors of the Partnership, has been
     distributed to the Partners.

9.6  No Petition for Dissolution. The Partners agree that irreparable damage
     would be done to the goodwill and reputation of the Partnership if any
     Partner should bring an action in any court to dissolve the Partnership and
     to have a liquidator or receiver for the Partnership appointed. Care has
     been taken in this Agreement to provide what the parties feel is fair and
     just payment in liquidation of the interest of all Partners. Accordingly,
     each Partner hereby waives and renounces its right to file or pursue any
     such petition for dissolution of the Partnership or the partition of any
     Partnership property, or to seek the appointment by any court of a
     liquidator or receiver for the Partnership.

9.7  Compliance with Timing Requirements of Treasury Regulations.
     Notwithstanding anything in this Article 9 to the contrary, in the event
     the Partnership is "liquidated." within the meaning of Regulations Section
     1.704-1(b)(2)(ii)(g), distributions will be made to the Partners who have
     positive Capital Account balances pursuant to Section 9.4 in a manner that
     complies with Regulations Section 1.704-1(b)(2)(ii)(b)(2). However, a
     liquidation occurring as a result of a Partnership termination, as defined
     in Section 708(b)(1)(B) of the Code, will not require an actual
     distribution of Partnership assets, but will instead be treated as a
     constructive liquidation and reformation in the manner described in
     Regulations Section 1.708-1(b)(1)(iv).

                                  ARTICLE 10.

                        FINANCIAL ACCOUNTING AND REPORTS

10.1 Financial and Tax Accounting and Reports. The tax returns of the
     Partnership shall be filed on an accrual basis. The General Partner shall
     cause the Partnership's tax returns to be prepared and a Schedule K-1 or
     any successor form to be prepared and delivered in a timely manner to each
     of the Partners. In the event of an income tax audit of the Partnership or
     any judicial or administrative proceeding in connection with the income tax
     returns of the Partnership, the Tax Matters Partner shall be authorized to
     act for and, to the extent provided by the Code, its decision shall be
     binding upon the Partnership and the Partners. The books and records of the
     Partnership shall be kept in accordance with the accrual method of
     accounting.

10.2 Valuation. The valuation of the assets of the Partnership for the purpose
     of valuing distributions in-kind made pursuant to Section 4.5 or Section
     9.4 of this Agreement and for any other purpose shall be the fair market
     value as determined by the General Partner in good faith, and such
     determination will be binding on the Partners.

10.3 Supervision; Inspection of Books. Proper and complete books of account of
     the business of the Partnership shall be kept under the supervision of the
     General Partner at the


                                       20



     principal place of business of the Partnership. Such books shall be open to
     inspection by the Limited Partner, or its accredited representatives, at
     any reasonable time during normal business hours.

10.4 Consent in Lieu of Meeting. Any action which may be taken by the Partners
     at a meeting may be effected through the execution of written consents by
     the requisite Partnership Percentage of the Partners.

10.5 Withholding. Notwithstanding any provision in this Agreement to the
     contrary, the General Partner may withhold from any distribution or amount
     due to the Limited Partner any amounts required to be withheld pursuant to
     any applicable federal, state, or local tax requirements, with such
     withheld amount treated as if it was distributed to the Limited Partner.
     The determination of the General Partner as to the necessity of such
     withholding shall be binding upon the Limited Partner.

                                  ARTICLE 11.

                                OTHER PROVISIONS

11.1 Execution and Filing of Documents. The General Partner and the Limited
     Partner (or the General Partner as the Limited Partner's attorney-in-fact)
     shall execute and file such certificates and other documents as may be
     required by the Act and other applicable laws. The General Partner shall
     cause the Partnership to be qualified, formed, reformed or registered under
     the limited partnership laws, assumed or fictitious name statutes or
     similar laws in any jurisdiction in which the Partnership owns property or
     transacts business if such qualification, formation, reformation or
     registration is necessary in order to protect the limited liability of the
     Limited Partner or to permit the Partnership lawfully to own property or
     transact business as a limited partnership. The General Partner shall
     execute, file and publish all such certificates, notices, statements or
     other instruments appropriate to conduct the business of the Partnership
     and to maintain the limited liability of the Limited Partner.

11.2 Other Instruments and Acts. The Partners agree to execute any other
     instruments or perform any other acts that are or may be necessary to
     effectuate and carry on the Partnership created by this Agreement.

11.3 Binding Agreement. This Agreement shall be binding upon and inure to the
     benefit of the permitted transferees, successors, assigns, and legal
     representatives of the Partners.

11.4 Governing Law. This Agreement shall be governed by and construed under the
     laws of the State of Texas, without giving effect to the principles of
     conflict of laws.

11.5 Notices. Any notice or other communication that one Partner desires to give
     to another Partner or the Partnership or that the Partnership desires to
     give to a Partner shall be in writing, and shall be deemed effectively
     given upon (i) personal delivery, (ii) transmission by facsimile or (iii)
     the third business day following deposit in any United States mail box, by
     registered or certified mail, postage prepaid, addressed, in the case of a
     Partner, to the Partner at the address shown on the books and records of
     the Partnership


                                       21



     or at such other address as a Partner may designate by fifteen (15) days'
     advance notice to the other Partners and, in the case of the Partnership,
     to its principal office designated in Section 2.4.

11.6 Power of Attorney. The Limited Partner appoints the General Partner its
     attorney-in-fact, with full power of substitution and re-substitution, to
     execute in the Limited Partner's name and deliver:

          (a)  A Partnership Certificate and any amendments to the Partnership
               Certificate that the General Partner deems appropriate;

          (b)  Any instrument that the General Partner deems appropriate in
               order to qualify the Partnership to do business in any
               jurisdiction and any other instrument relating to the
               qualification or registration of the Partnership or the use of an
               assumed or fictitious name that the General Partner deems
               appropriate;

          (c)  All certificates and other instruments that may be appropriate to
               effect the dissolution and termination of the Partnership under
               Article 9;

          (d)  All reports, forms and schedules that the General Partner
               determines appropriate to file with any governmental body in
               connection with any Partnership activity;

          (e)  Any amendment to this Agreement appropriate to reflect the
               Transfer of a Partnership interest permitted by this Agreement,
               or the admission to, or withdrawal from, the Partnership of a
               Partner permitted by this Agreement, the conversion of a General
               Partner interest into a Limited Partner interest as provided in
               this Agreement or any Capital Contribution permitted by this
               Agreement; and,

          (f)  Any amendment to this Agreement authorized under Section 11.7.

     The power of attorney granted under this Section 11.6 is coupled with an
     interest and is irrevocable and will survive the death, dissolution,
     bankruptcy and withdrawal from the Partnership of any Partner or the
     Transfer of its Partnership interest.

11.7 Amendment.

     11.7.1 Except for such amendments as result from the operation of the
          various provisions of this Agreement, this Agreement may be amended
          only with the written consent of the Limited Partner and the General
          Partner.

     11.7.2 The General Partner, acting alone, may make ministerial changes in
          the Partnership Agreement for the purpose of correcting errors and
          inconsistencies and to comply with federal, state and local rules,
          regulations and laws, provided that the liability of the Limited
          Partner for Partnership debts shall not be increased


                                       22



          by such amendment nor shall the right of the Limited Partner to
          Partnership allocations or distributions be adversely affected
          thereby.

11.8 Entire Agreement. This Agreement shall constitute the entire agreement of
     the Partners and supersede all prior agreements between the Partners with
     respect to the Partnership.

11.9 Titles; Subtitles. The titles and subtitles used in this Agreement are used
     for convenience only and shall not be considered in the interpretation of
     this Agreement.

11.10 Exculpation. Neither the General Partner, nor any of its officers,
     directors, employees, agents, or Affiliates, shall be liable to the Limited
     Partner or the Partnership for any action taken or failure to act on behalf
     of the Partnership within the scope of authority conferred on the General
     Partner by this Agreement, or by law, or done in reliance in good faith on
     the opinion of legal counsel, except in the case of (i) its willful breach
     of a material provision of the Act or this Agreement; (ii) the breach of
     its fiduciary responsibilities to the Partnership or the Limited Partner;
     or, (iii) its gross negligence in connection with the business and affairs
     of the Partnership.

11.11 Indemnification of the General Partner. The Partnership, to the extent of
     its assets legally available for that purpose, will indemnify and hold
     harmless the General Partner and any partner, shareholder, director,
     officer, agent, affiliate and professional or other advisor of the General
     Partner (collectively, the "Indemnified Persons"), from and against any and
     all loss, damage, expense (including without limitation reasonable fees and
     expenses of attorneys and other advisors and any court costs incurred by
     any Indemnified Person) or liability by reason of anything any Indemnified
     Person does or refrains from doing for, or in connection with the business
     or affairs of, the Partnership, except to the extent that the loss, damage,
     expense or liability results from (a) the Indemnified Person's gross
     negligence, willful misconduct or knowing violation of law, or (b) the
     Indemnified Person's breach of any fiduciary responsibilities to the
     Partnership or the Limited Partner. These indemnification rights are in
     addition to any rights the Indemnified Persons may have against third
     parties.

     Notwithstanding anything in this Agreement to the contrary, no Partner
     shall be obligated to contribute any amount to the Partnership in order to
     satisfy the Partnership's indemnification obligations under this Section
     11.11, such obligations being limited at all times to the assets of the
     Partnership.

11.12 Limitation of Liability of the Limited Partners. No Limited Partner shall
     be bound by, or be personally liable for, the expenses, liabilities, or
     obligations of the Partnership in excess of its Capital Contributions to
     the Partnership plus such additional amounts determined pursuant to Section
     5.5.

11.13 Ambiguities. The General Partner shall have full power and authority to
     resolve questions of interpretation and construction arising under this
     Agreement, and its resolution of such ambiguities or questions shall be
     final and binding on the Partnership and all of its Partners and their
     permitted transferees, successors, assigns and legal representatives.


                                       23



11.14 No Right to Partition. Each Partner hereby irrevocably waives any and all
     rights that it may have to maintain or institute an action for partition of
     the Partnership assets.

            [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.]


                                       24



     IN WITNESS WHEREOF, the Partners have executed this Agreement as of the
date first above written.

                                        GENERAL PARTNER:

                                        REDI-MIX MANAGEMENT, INC.,
                                        a Texas corporation


                                        By: [signed]
                                            ------------------------------------
                                        Name: Gerald A. Berkhold
                                        Title: President


                                        LIMITED PARTNER:

                                        ATLAS INVESTMENTS INC.,
                                        a Nevada corporation


                                        By: [signed]
                                            ------------------------------------
                                        Name: Ronald L. Graham
                                        Title: Vice President


                                       25

EX-3.29(A)

                                                                   Exhibit 3.29a

                            ARTICLES OF INCORPORATION

                                       OF

                            REDI-MIX MANAGEMENT, INC.

     I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, do hereby adopt the following Articles of Incorporation for
such corporation:

                                   ARTICLE ONE

                                      Name

     The name of the corporation is Redi-Mix Management, Inc.

                                   ARTICLE TWO

                                    Duration

     The period of duration of the corporation is perpetual.

                                  ARTICLE THREE

                                    Purposes

     The purpose for which the corporation is organized is to engage in the
transaction of any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.

                                  ARTICLE FOUR

                                     Capital

     The aggregate number of shares of capital stock that the corporation shall
have authority to issue is Three Thousand (3,000). All of such shares shall be
of the par value of one cent ($0.01) per share, than be of the same class, and
shall be designated as "Common Stock."

                                  ARTICLE FIVE

                            Commencement of Business

     The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.


                                        1



                                   ARTICLE SIX

                           Denial of Preemptive Rights

     No shareholder shall have, as a shareholder of the corporation, any
preemptive right to acquire, purchase, or subscribe for the purchase of any
unissued or treasury shares of any class of stock of the corporation, whether
now or hereafter authorized, or any bonds, debentures or other securities of the
corporation convertible into or exchangeable for, or carrying or accompanied by
any rights to acquire, purchase, or subscribe for the purchase of, any such
unissued or treasury shares.

                                  ARTICLE SEVEN

                           Denial of Cumulative Voting

     Cumulative voting in the election of directors or otherwise is hereby
expressly prohibited.

                                  ARTICLE EIGHT

                           Certain Voting Requirements

     Notwithstanding any provisions of the Texas Business Corporation Act now or
hereafter in force requiring for any action the affirmative vote of two-thirds,
or any other percentage, of the outstanding shares entitled by law to vote
thereon or of the outstanding shares of a class or series entitled by law to
vote thereon, such action may, to the extent permitted by law, be authorized and
taken by the affirmative vote of the holders of a majority of such outstanding
shares, or such outstanding shares of a class or series, as applicable. Except
as provided in the preceding sentence or as otherwise required by law, the
affirmative vote of the holders of a majority of the shares entitled to vote and
represented in person or by proxy at any shareholders' meeting at which a quorum
is present shall be the act of the shareholders.

                                  ARTICLE NINE

                            Action by Written Consent

     Any action required or permitted by law to be taken at a meeting of the
shareholders may be taken without a meeting, and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of shares
having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which the holders of all shares entitled to vote on
the action were present and voting. Consent does not have to be unanimous,
provided every shareholder who consents in writing to the action dates his
signature and provided prompt notice of the action is given to the shareholders
who did not consent in writing to the action.

                                   ARTICLE TEN

                                 Indemnification

     The corporation shall indemnify any person who was, is, or is threatened to
be made, a named defendant or respondent in a proceeding (as hereinafter
defined) because the person (a) is


                                        2



or was a director or officer of the corporation or (b) while a director or
officer of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent that a corporation may grant indemnification
to a director under the Texas Business Corporation Act, as the same exists or
may hereafter be amended.

     Such right shall be a contract right and shall include the right to be paid
by the corporation expenses incurred in defending any such proceeding in advance
of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act, as the same exists or may hereafter be amended. If a
claim for indemnification or advancement of expenses hereunder is not paid in
full by the corporation within 90 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
Texas Business Corporation Act, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including its Board
of Directors or any committee thereof, special legal counsel, or shareholders)
to have made its determination prior to the commencement of such action that
indemnification of, or advancement of costs of defense to, the claimant is
permissible in the circumstances nor an actual determination by the corporation
(including its Board of Directors or any committee thereof, special legal
counsel, or shareholders) that such indemnification or advancement is not
permissible, shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible.

     The corporation may additionally indemnify any person covered by the grant
of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law.

     As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such en action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.

                                 ARTICLE ELEVEN

                               Limits of Liability

     A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that this Article Eleven does not eliminate or
limit the liability of a director to the extent the director is found liable for

          (a) a breach of a director's duty of loyalty to the corporation or its
     shareholders;


                                        3



          (b) an act or omission not in good faith that constitutes a breach of
     duty of the director to the corporation or an act or omission that involves
     intentional misconduct or a knowing violation of the law;

          (c) a transaction from which a director received as improper benefit,
     whether or not the benefit resulted from an action taken within the scope
     of the director's office; or

          (d) an act or omission for which the liability of a director is
     expressly provided by an applicable statute.

     Neither the amendment nor repeal of this Article, nor the adoption of any
provision of these Articles of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article,
would accrue or arise, prior to such amendment, repeal, or adoption of any
inconsistent provision. If the Texas Business Corporation Act or the Texas
Miscellaneous Corporation Laws Act or any successor act thereto 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 Texas
Business Corporation Act or the Texas Miscellaneous Corporation Laws Act, or any
successor act thereto, as so amended from time to time.

                                 ARTICLE TWELVE

                       Initial Registered Office and Agent

     The street address of the initial registered office of the corporation is
1445 MacArthur, Suite 136, Carrollton, Texas 75007, and the name of the initial
registered agent at such address is John C. Miller.

                                ARTICLE THIRTEEN

                                    Directors

     The initial Board of Directors shall consist of one (1) director. The name
and address of the person who is to serve as the initial director of the
corporation until the first annual meeting of the shareholders or until his
successor or successors are duly elected and qualified are as follows:



Name                 Address
- ----                 -------
                  
Gerald A. Berkhold   1404-333 7th Ave. S.W.
                     Calgary, Alberta, Canada TZP 2Z1



                                        4



                                ARTICLE FOURTEEN

                                  Incorporator

     The name and address of the incorporator arc David Abell, Locke Liddell &
Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201.

     IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of April,
1999.


                                        ----------------------------------------
                                        David Abell, Incorporator


                                        5



                                 REDI-MIX, INC..
                             1145 MacArthur Ste 136
                             Carrollton, Texas 75007

TO THE SECRETARY OF STATE OF TEXAS

     The undersigned, Redi-Mix, Inc., a Texas corporation, hereby gives Redi-Mix
Management, Inc., unequivocal consent to use the name "Redi-Mix" in connection
with any and all activities conducted by it in the State of Texas and consents
to the use of said name in the Articles of Incorporation that Redi-Mix
Management, Inc. proposes to file with the Secretary of State of Texas.

     Executed as of the 26th day of April, 1999.

                                        REDI-MIX ENTERPRISES, INC.


                                        By:
                                            ------------------------------------
                                            John Miller - Vice President


                                        6

EX-3.29(B)

                                                                   Exhibit 3.29b

                                     BYLAWS

                                       OF

                            REDI-MIX MANAGEMENT, INC.


                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS

                                     BYLAWS

                                       OF

                            REDI-MIX MANAGEMENT, INC.



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I OFFICES........................................................     1

   1.01  Registered Office...............................................     1
   1.02  Other Offices...................................................     1

ARTICLE II MEETINGS OF THE SHAREHOLDERS..................................     1

   2.01  Place of Meetings...............................................     1
   2.02  Annual Meeting..................................................     1
   2.03  Special Meetings................................................     1
   2.04  Notice of Annual or Special Meeting.............................     1
   2.05  Business at Special Meeting.....................................     2
   2.06  Quorum of Shareholders..........................................     2
   2.07  Act of Shareholders' Meeting....................................     2
   2.08  Voting of Shares................................................     2
   2.09  Proxies.........................................................     2
   2.10  Voting List.....................................................     3
   2.11  Action by Written Consent Without a Meeting.....................     3

ARTICLE III BOARD OF DIRECTORS...........................................     4

   3.01  Powers..........................................................     4
   3.02  Number of Directors.............................................     4
   3.03  Election and Term...............................................     4
   3.04  Vacancies.......................................................     4
   3.05  Resignation and Removal.........................................     4
   3.06  Compensation of Directors.......................................     5
   3.07  Chairman of the Board...........................................     5

ARTICLE IV MEETINGS OF THE BOARD.........................................     5

   4.01  First Meeting...................................................     5
   4.02  Regular Meetings................................................     5
   4.03  Special Meetings................................................     5
   4.04  Business at Regular or Special Meeting..........................     5
   4.05  Quorum of Directors.............................................     5
   4.06  Interested Directors............................................     6
   4.07  Act of Directors' Meeting.......................................     6
   4.08  Action by Written Consent Without a Meeting.....................     6



                                        i



                                                                         
ARTICLE V COMMITTEES.....................................................     6

ARTICLE VI NOTICES.......................................................     7

   6.01  Methods of Giving Notice........................................     7
   6.02  Waiver of Notice................................................     7
   6.03  Attendance as Waiver............................................     7

ARTICLE VII ACTION WITHOUT A MEETING BY USE OF CONFERENCE TELEPHONE OR
SIMILAR COMMUNICATIONS EQUIPMENT.........................................     7

ARTICLE VIII OFFICERS....................................................     8

   8.01  Executive Officers..............................................     8
   8.02  Election and Qualification......................................     8
   8.03  Salaries........................................................     8
   8.04  Term, Removal, and Vacancies....................................     8
   8.05  Chief Executive Officer.........................................     8
   8.06  President.......................................................     8
   8.07  Vice Presidents.................................................     9
   8.08  Secretary.......................................................     9
   8.09  Assistant Secretaries...........................................     9
   8.10  Treasurer.......................................................     9
   8.11  Assistant Treasurers............................................     9
   8.12  Officer's Bond..................................................     9

ARTICLE IX INDEMNIFICATION...............................................    10

   9.01  Indemnification by the Corporation..............................    10
   9.02  Expenses; Procedure.............................................    10
   9.03  Additional Indemnification......................................    10
   9.04  Definition......................................................    10

ARTICLE X CERTIFICATES FOR SHARES........................................    11

   10.01 Certificates Representing Shares................................    11
   10.02 Restriction on Transfer of Shares...............................    11
   10.03 Voting Agreements...............................................    11
   10.04 Transfer of Shares..............................................    11
   10.05 Lost, Stolen or Destroyed Certificates..........................    12
   10.06 Closing of Transfer Books and Record Date.......................    12
   10.07 Registered Shareholders.........................................    13

ARTICLE XI GENERAL PROVISIONS............................................    13

   11.01 Dividends.......................................................    13
   11.02 Reserves........................................................    13
   11.03 Negotiable Instruments..........................................    13
   11.04 Fiscal Year.....................................................    13
   11.05 Seal............................................................    13
   11.06 Books and Records...............................................    13

ARTICLE XII AMENDMENTS...................................................    14




                                       ii



                                     BYLAWS

                                       OF

                            REDI-MIX MANAGEMENT, INC.

                                    ARTICLE I

                                     OFFICES

     1.01 Registered Office. The registered office, until changed by action of
the Board of Directors, shall be located in the City of Dallas, County of
Dallas, State of Texas.

     1.02 Other Offices. The corporation also may have offices at such other
places both within and without the State of Texas as the Board of Directors may
from time to time determine or as the business of the corporation may require.

                                   ARTICLE II

                          MEETINGS OF THE SHAREHOLDERS

     2.01 Place of Meetings. All meetings of shareholders for the election of
directors or for any other proper purpose shall be held at such place within or
without the State of Texas as the Board of Directors may from time to time
designate, as stated in the notice of such meeting or a duly executed waiver of
notice thereof

     2.02 Annual Meeting. An annual meeting of shareholders shall be held at
such time and date as the Board of Directors may determine. At such meeting the
shareholders entitled to vote thereat shall elect a Board of Directors and may
transact such other business as may properly be brought before the meeting.

     2.03 Special Meetings. Special meetings of shareholders may be called by
the Chairman of the Board of Directors, the President, the Board of Directors,
or the holders of at least ten percent (10%) of all the shares entitled to vote
at the proposed special meeting. If not otherwise fixed in accordance with these
Bylaws, the record date for determining shareholders entitled to call a special
meeting is the date the first shareholder signs the notice of such meeting.

     2.04 Notice of Annual or Special Meeting. Written or printed notice stating
the place, day, and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person calling the meeting, to each shareholder entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the share transfer records of the corporation, with
postage thereon prepaid.


                                        1



     2.05 Business at Special Meeting. The business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice
thereof.

     2.06 Quorum of Shareholders. Unless otherwise provided in the Articles of
Incorporation, with respect to any matter, the holders of a majority of the
shares entitled to vote on that matter, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If, however, a quorum shall
not be present or represented at any meeting of the shareholders, the holders of
a majority of the shares represented in person or by proxy at the meeting shall
have the power to adjourn the meeting until such time and to such place as they
shall determine, without notice other than announcement at the meeting. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, and the subsequent withdrawal
of any shareholder or the refusal of any shareholder to vote shall not affect
the presence of a quorum at the meeting.

     2.07 Act of Shareholders' Meeting. With respect to any matter, other than
the election of directors or a matter for which the affirmative vote of the
holders of a specified portion of the shares entitled to vote is required by law
or the Articles of Incorporation or otherwise by these Bylaws, the affirmative
vote of the holders of a majority of the shares entitled to vote on that matter
and represented in person or by proxy at a meeting of shareholders at which a
quorum is present shall be the act of shareholders. Unless otherwise provided in
the Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.

     2.08 Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent otherwise provided by law or the Articles of
Incorporation. At each election for directors, every shareholder entitled to
vote at such election shall have the right to vote the number of shares owned by
him for as many persons as there are directors to be elected and for whose
election he has the right to vote. Unless permitted by the Articles of
Incorporation, no shareholder shall be entitled to cumulate his votes by giving
one candidate as many votes as the number of such directors to be elected
multiplied by the number of shares owned by such shareholder or by distributing
such votes on the same principle among any number of such candidates.

     2.09 Proxies. At any meeting of the shareholders, each shareholder having
the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
A telegram, telex, cablegram, or similar transmission by the shareholder or a
photographic, photostatic, facsimile, or similar reproduction of a writing
executed by the shareholder shall be treated as an execution in writing for
purposes of this section. No proxy shall be valid after 11 months from the date
of its execution unless otherwise provided in the proxy. Each proxy shall be
revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest. An irrevocable proxy, if
noted conspicuously on the certificate representing the shares that are subject
to the irrevocable proxy, shall be specifically enforceable against the holder
of those shares or any successor or transferee of the holder. Unless noted
conspicuously on the certificate representing the shares


                                        2



that are subject to the irrevocable proxy, an irrevocable proxy, even though
otherwise enforceable, is ineffective against a transferee for value without
actual knowledge of the existence of the irrevocable proxy at the time of the
transfer or against any subsequent transferee (whether or not for value), but
such an irrevocable proxy shall be specifically enforceable against any other
person who is not a transferee for value from and after the time that the person
acquires actual knowledge of the existence of the irrevocable proxy.

     2.10 Voting List. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least 10 days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each shareholder, which list, for a
period of 10 days prior to such meeting, shall be kept on file at the registered
office or principal place of business of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
also shall be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be prima-facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any such meeting of shareholders.

     2.11 Action by Written Consent Without a Meeting. Any action required or
permitted by law, the Articles of Incorporation, or these Bylaws to be taken at
a meeting of the shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voting. Consent does not have to be unanimous. Every written consent signed by
the holders of less than all of the shares entitled to vote with respect to the
action that is the subject of the consent must bear the date of signature of
each shareholder who signs the consent. No written consent signed by the holders
of less than all of the shares entitled to vote with respect to the action that
is the subject of the consent shall be effective to take the action that is the
subject of the consent unless, within 60 days after the date of the earliest
dated consent delivered to the corporation in the manner required by this
Section 2.11, a consent or consents signed by the holder or holders of shares
having not less than the minimum number of votes that would be necessary to take
the action that is the subject of the consent are delivered to the corporation
by delivery to its registered office, registered agent, principal place of
business, transfer agent, registrar, exchange agent, or an officer or agent of
the corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
corporation. A telegram, telex, cablegram, or similar transmission by a
shareholder, or a photographic, photostatic, facsimile, or similar reproduction
in writing signed by a shareholder, shall be regarded as signed by the
shareholder for purposes of this Section 2.11. Prompt notice of the taking of
any action by shareholders without a meeting by less than unanimous written
consent shall be given to those shareholders who did not consent in writing to
the action.


                                        3



                                   ARTICLE III

                               BOARD OF DIRECTORS

     3.01 Powers. The powers of the corporation shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors, which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by law, the Articles of Incorporation, or these Bylaws directed or required to
be exercised and done by the shareholders.

     3.02 Number of Directors. The Board of Directors shall consist of one or
more directors. The initial Board of Directors shall be fixed by the Articles of
Incorporation; thereafter, the number of directors shall be determined by
resolution of the Board of Directors, but no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.

     3.03 Election and Term. The directors, other than the initial Board of
Directors, shall be elected at each annual meeting of the shareholders, except
as provided in Section 3.04 of this Article, and each director elected shall
hold office until the next succeeding annual meeting and until his successor is
elected and qualified or until his death, resignation, or removal in accordance
with these Bylaws. Except as may be provided by the Articles of Incorporation,
directors need not be residents of the State of Texas or shareholders of the
corporation.

     3.04 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by an election at an annual meeting or a special meeting of the
shareholders called for that purpose or by the affirmative vote of a majority of
the remaining directors although less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual
meeting or at a special meeting of the shareholders called for that purpose or
may be filled by the Board of Directors for a term of office continuing only
until the next election of one or more directors by the shareholders; provided
that the Board of Directors may not fill more than two such directorships during
the period between any two successive annual meetings of shareholders.

     Notwithstanding the preceding provisions of this section, whenever the
holders of any class or series of shares or group of classes or series of shares
are entitled to elect one or more directors by the provisions of the Articles of
Incorporation, any vacancies in such directorships and any newly created
directorships of such class or series to be filled by reason of an increase in
the number of such directors may be filled by the affirmative vote of a majority
of the directors elected by such class or series, or by such group, then in
office or by a sole remaining director so elected, or by vote of the holders of
the outstanding shares of such class or series or of such group, and such
directorships shall not in any case be filled by the vote of the remaining
directors or the holders of the outstanding shares as a whole unless otherwise
provided in the Articles of Incorporation.

     3.05 Resignation and Removal. Any director may resign at any time upon
giving written notice to the corporation. At any special meeting of shareholders
called expressly for the


                                        4



purpose of removing a director or directors or at an annual meeting of
shareholders, any director or the entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.

     3.06 Compensation of Directors. As specifically prescribed from time to
time by resolution of the Board of Directors, the directors of the corporation
may be paid their expenses of attendance at each meeting of the Board and may be
paid a fixed sum for attendance at each meeting of the Board or a stated salary
in their capacity as directors. This provision shall not preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

     3.07 Chairman of the Board. The Board of Directors, at its first meeting
after each annual meeting of shareholders, may elect one of its members Chairman
of the Board. The Chairman of the Board shall preside at all meetings of the
Board of Directors and shall have such other powers and duties as usually
pertain to such position or as may be delegated by the Board of Directors.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

     4.01 First Meeting. The first meeting of each newly elected Board of
Directors shall be held without notice immediately following the shareholders'
annual meeting at which such directors were elected, at the same place as such
shareholders' meeting or at such other time and place either within or without
the State of Texas as shall be designated by the Secretary upon the written
request of a majority of the directors then elected.

     4.02 Regular Meetings. Regular meetings of the Board of Directors may be
held with or without notice at such time and at such place either within or
without the State of Texas as from time to time shall be prescribed by
resolution of the Board of Directors.

     4.03 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or the President, and shall be
called by the Chairman of the Board of Directors, the President, or the
Secretary on the written request of two directors. Written notice of special
meetings of the Board of Directors shall be given to each director at least 24
hours prior to the time of the meeting.

     4.04 Business at Regular or Special Meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

     4.05 Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, unless a greater number is
required by law or the Articles of Incorporation. If a quorum shall not be
participating at any meeting of the Board of Directors, the directors
participating thereat may adjourn the meeting from time to time, without notice
other than announcement of the meeting, until a quorum shall be participating.


                                        5



     4.06 Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, solely because the director or officer is present at or participates in
the meeting of the Board of Directors or committee thereof that authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if:

          (a) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board of Directors or committee in good
     faith authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the shareholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the shareholders; or

          (c) The contract or transaction is fair as to the corporation as of
     the time it is authorized, approved, or ratified by the Board of Directors,
     a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

     4.07 Act of Directors' Meeting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless the act of a greater number is required by law or the
Articles of Incorporation.

     4.08 Action by Written Consent Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all members of the Board of Directors or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at such meeting.

                                    ARTICLE V

                                   COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members one or more committees,
each of which shall be comprised of one or more of its members, and may
designate one or more of its members as alternate members of any committee, who
may, subject to any limitations imposed by the Board of Directors, replace
absent or disqualified members at any meeting of that committee. Any such
committee, to the extent provided in such resolution or in the Articles of
Incorporation, shall have and may exercise all of the authority of the Board of
Directors, subject to the limitations imposed by applicable law. Vacancies in
the membership of the committee shall be filled by the


                                        6



Board of Directors at a regular or special meeting of the Board of Directors.
All committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors when required. The designation of a committee of
the Board of Directors and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law. To the extent applicable, the provisions of
Article IV of these Bylaws governing the meetings of the Board of Directors
shall likewise govern the meetings of any committee thereof.

                                   ARTICLE VI

                                     NOTICES

     6.01 Methods of Giving Notice. Whenever any notice is required to be given
to any shareholder or director under the provisions of any law, the Articles of
Incorporation, or these Bylaws, it shall be given in writing and delivered
personally or mailed to such shareholder or director at such address as appears
on the records (or in the case of a shareholder, the stock transfer books) of
the corporation, and such notice shall be deemed to be delivered at the time
when the same shall be deposited in the United States mail with sufficient
postage thereon prepaid. Notice to directors also may be given by telegram, and
notice given by such means shall be deemed given at the time it is delivered to
the telegraph office.

     6.02 Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of any law, the Articles of
Incorporation, or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

     6.03 Attendance as Waiver. Attendance of a director at a meeting of the
Board of Directors or a committee thereof shall constitute a waiver of notice of
such meeting, except when a director attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

                                   ARTICLE VII

                       ACTION WITHOUT A MEETING BY USE OF
                              CONFERENCE TELEPHONE
                       OR SIMILAR COMMUNICATIONS EQUIPMENT

     Subject to the provisions hereof requiring or permitting notice of meeting,
unless otherwise restricted by the Articles of Incorporation or these Bylaws,
shareholders, members of the Board of Directors, or members of any committee
designated by such Board of Directors may participate in and hold a meeting of
such shareholders, Board of Directors, or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such a
meeting shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


                                        7



                                  ARTICLE VIII

                                    OFFICERS

     8.01 Executive Officers. The officers of the corporation shall consist of a
President and a Secretary, and may also include one or more Vice Presidents, a
Treasurer, and such other officers as are provided for in this Article. Any Vice
President of the corporation may, by the addition of a number or a word or words
before or after the title "Vice President," be designated "Senior Executive,"
"Executive," "Senior," "Trust," "Second," or "Assistant" Vice President. Each
officer of the corporation shall be elected by the Board of Directors as
provided in Section 8.02 of this Article. Any two or more offices may be held by
the same person.

     8.02 Election and Qualification. The Board of Directors, at its first
meeting after each annual meeting of shareholders, shall elect a President and a
Secretary. The Board of Directors also may elect one or more Vice Presidents, a
Treasurer, and such other officers, including assistant officers and agents, as
may be deemed necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

     8.03 Salaries. The salaries of all officers and agents of the corporation
shall be fixed by resolution of the Board of Directors.

     8.04 Term, Removal, and Vacancies. Each officer of the corporation shall
hold office until his successor is chosen and qualified or until his death,
resignation, or removal. Any officer may resign at any time upon giving written
notice to the corporation. Any officer or agent or member of a committee elected
or appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent or
member of a committee shall not of itself create contract rights. Any vacancy
occurring in any office of the corporation by death, resignation, removal, or
otherwise shall be filled by the Board of Directors.

     8.05 Chief Executive Officer. Unless the Board of Directors designates
otherwise, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
shareholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.

     8.06 President. The President shall have such powers and duties as usually
pertain to such office, except as the same may be modified by the Board of
Directors. Unless the Board of Directors shall otherwise delegate such duties,
the President shall be ex-officio a member of all standing committees, shall
have general powers of oversight, supervision, and management of the business
and affairs of the corporation, and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute bonds,
mortgages, instruments, contracts, agreements, and other documentation, except
when the signing and execution thereof shall be expressly delegated by the Board
of Directors to some other officer or agent of the corporation.


                                        8



     8.07 Vice Presidents. Unless otherwise determined by the Board of
Directors, one of the Vice Presidents shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President. The
various Vice Presidents shall perform such other duties and have such other
powers as the Board of Directors shall prescribe or as the President shall
delegate.

     8.08 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of the shareholders, record all the proceedings of the meetings of
the Board of Directors and of the shareholders in a book to be kept for that
purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings as may be prescribed by the Board of Directors
or the President. He shall keep in safe custody the seal of the corporation,
and, when authorized by the Board of Directors, affix the same to any instrument
requiring it, and, when so affixed, it shall be attested by his signature or by
the signature of an Assistant Secretary, or if there be none, the signature of
the Treasurer acting as Assistant Secretary.

     8.09 Assistant Secretaries. An Assistant Secretary, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary. An
Assistant Secretary shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

     8.10 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer,
and of the financial condition of the corporation.

     8.11 Assistant Treasurers. An Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer. An
Assistant Treasurer shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

     8.12 Officer's Bond. If required by the Board of Directors, any officer so
required shall give the corporation a bond (which shall be renewed as the Board
of Directors may require) in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement, or removal from office, of any and all books,
papers, vouchers, money, and other properly of whatever kind in his possession
or under his control belonging to the corporation.


                                        9



                                   ARTICLE IX

                                 INDEMNIFICATION

     9.01 Indemnification by the Corporation. The corporation shall indemnify
any person who was, is, or is threatened to be made a named defendant or
respondent in a proceeding (as hereinafter defined) because the person (a) is or
was a director or officer of the corporation or (b) while a director or officer
of the corporation, is or was serving at the request of the corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent that a corporation may grant indemnification
to a person serving in such capacity under the Texas Business Corporation Act,
as the same exists or may hereafter be amended.

     9.02 Expenses; Procedure. Such right shall be a contract right and shall
include the right to be paid by the corporation for all expenses incurred in
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under the Texas Business Corporation Act, as the same exists or
may hereafter be amended. If a claim for indemnification or advancement of
expenses hereunder is not paid in full by the corporation within 90 days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, the claimant shall be entitled
to be paid also the expenses of prosecuting such claim. It shall be a defense to
any such action that such indemnification of advancement of costs of defense are
not permitted under the Texas Business Corporation Act, but the burden of
proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors or any committee thereof, special
legal counsel, or shareholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs of
defense to, the claimant is permissible in the circumstances nor an actual
determination by the corporation (including its Board of Directors or any
committee thereof, special legal counsel, or shareholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible.

     9.03 Additional Indemnification. The corporation may additionally indemnify
any person covered by the grant of mandatory indemnification contained above to
such further extent as is permitted by law and may indemnify any other person to
the fullest extent permitted by law.

     9.04 Definition. As used herein, the term "proceeding" means any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative, any appeal in such an
action, suit, or proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding.


                                       10



                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     10.01 Certificates Representing Shares. The corporation shall deliver
certificates in such form as may be determined by the Board of Directors
representing shares to which shareholders are entitled. Such certificates shall
be numbered and shall be entered in the books of the corporation as they are
issued, and shall be signed by the President or Vice President and Secretary or
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issuance. If the corporation is authorized to issue shares of more than one
class, each certificate representing shares issued by the corporation shall
conspicuously set forth such provisions as are required by applicable law. If
the corporation has by its Articles of Incorporation limited or denied the
preemptive right of shareholders to acquire unissued or treasury shares of the
corporation, each certificate representing shares issued by such corporation
shall conspicuously set forth such provisions as are required by applicable law.
Each certificate representing shares shall state upon the face thereof that the
corporation is organized under the laws of the State of Texas, the name of the
person to whom issued, the number and class of shares and the designation of the
series, if any, that such certificate represents and the par value of each share
represented by such certificate or a statement that the shares are without par
value. No certificate shall be issued for any share until the amount of the
consideration therefor, fixed as provided by law, has been fully paid.

     10.02 Restriction on Transfer of Shares. If any restriction on the
transfer, or registration of the transfer, of shares shall be imposed or agreed
to by the corporation, as permitted by law, the Articles of Incorporation, or
these Bylaws, such restriction shall be noted conspicuously on each certificate
representing shares in accordance with applicable law.

     10.03 Voting Agreements. A written counterpart of any voting agreement
entered into among any number of shareholders of the corporation, or any number
of shareholders of the corporation and the corporation itself, for the purpose
of providing that shares of the corporation shall be voted in the manner
prescribed in the agreement shall be deposited with the corporation at its
principal place of business or registered office and shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation. The
existence of the agreement shall be noted conspicuously on the certificate
representing the shares that are subject to the agreement.

     10.04 Transfer of Shares. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.


                                       11



     10.05 Lost, Stolen or Destroyed Certificates. The Board of Directors, the
President, or such other officer or officers of the corporation as the Board of
Directors may from time to time designate may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen, or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate or certificates of stock to be lost, stolen, or destroyed. When
issuing such of a new certificate or certificates, the Board of Directors, the
President, or such other officer or officers, in its or his discretion and as a
condition precedent to the issuance thereof, may require the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it or he shall require and/or to give
the corporation a bond in such form, in such sum, and with such surety or
sureties as it or he may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate or certificates alleged
to have been lost, stolen, or destroyed.

     10.06 Closing of Transfer Books and Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive a distribution
by the corporation (other than a distribution involving a purchase or redemption
by the corporation of any of its own shares) (a "Distribution") or a share
dividend, or in order to make a determination of shareholders for any other
proper purpose (other than determining shareholders entitled to consent to
action taken by shareholders that is proposed to be taken without a meeting of
shareholders), the Board of Directors may provide that the share transfer
records shall be closed for a stated period but not to exceed, in any case, 60
days. If the share transfer records shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such records shall be closed for at least 10 days immediately
preceding such meeting. In lieu of closing the share transfer records, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 60 days
and, in case of a meeting of shareholders, not less than 10 days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If the share transfer records are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive a Distribution
or a share dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
Distribution or share dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 10.06, such determination shall apply to any
adjournment thereof, except when the determination has been made through the
closing of the share transfer records and the stated period of closing has
expired. Unless a record date shall have previously been fixed or determined
pursuant to this Section 10.06, whenever action by shareholders is proposed to
be taken by consent in writing without a meeting of shareholders, the Board of
Directors may fix a record date for the purpose of determining shareholders
entitled to consent to that action, which record date shall not precede, and
shall not be more than 10 days after, the date upon which the resolution fixing
the record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors and the prior action of the Board of Directors
is not required by law, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be the first date on which
a signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation as provided in Section 2.11. If no record


                                       12



date shall have been fixed by the Board of Directors and prior action of the
Board of Directors is required by law, the record date for determining
shareholders entitled to consent to action in writing without a meeting shall be
at the close of business on the date on which the Board of Directors adopts a
resolution taking such prior action.

     10.07 Registered Shareholders. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

                                   ARTICLE XI

                               GENERAL PROVISIONS

     11.01 Dividends. Dividends upon the outstanding shares of the corporation,
except as provided by applicable law and the Articles of Incorporation, may be
declared by the Board of Directors at any annual, regular, or special meeting.
Dividends may be declared and paid in cash, in property, or in shares of the
corporation, or in any combination thereof. The declaration and payment shall be
at the discretion of the Board of Directors.

     11.02 Reserves. There may be created from time to time by resolution of the
Board of Directors, out of the earned surplus of the corporation, such reserve
or reserves as the directors in their discretion think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the corporation, or for such other purpose as the directors shall think
beneficial to the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

     11.03 Negotiable Instruments. All bills, notes, checks, or other
instruments for the payment of money shall be signed or countersigned by such
officer or officers or such other person or persons and in such manner as are
permitted by these Bylaws or in such manner as the Board of Directors may from
time to time prescribe by resolution.

     11.04 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

     11.05 Seal. The corporation may have a corporate seal and, if the Board of
Directors adopts a corporate seal, the corporate seal shall have inscribed
thereon the name of the corporation and may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.

     11.06 Books and Records. The corporation shall keep books and records of
account and shall keep minutes of the proceedings of the shareholders, the Board
of Directors, and each committee of the Board of Directors. The corporation
shall keep at its registered office or principal place of business, or at the
office of its transfer agent or registrar, a record of the original issuance of
shares issued by the corporation and a record of each transfer of those shares
that have been presented to the corporation for registration of transfer. Such
records shall contain the names and addresses of all past and current
shareholders of the corporation and the number


                                       13



and class or series of shares issued by the corporation held by each of them.
Any books, records, minutes, and share transfer records may be in written form
or in any other form capable of being converted into written form within a
reasonable time.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws shall be adopted by the Board of Directors. The Board of
Directors may amend or repeal these Bylaws or adopt new bylaws, unless (a) the
Articles of Incorporation or applicable law reserves the power exclusively to
the shareholders in whole or in part or (b) the shareholders in amending,
repealing, or adopting a particular bylaw expressly provide that the Board of
Directors may not amend or repeal that bylaw. Unless the Articles of
Incorporation or a bylaw adopted by the shareholders provides otherwise as to
all or some portion of the corporation's Bylaws, the shareholders may amend,
repeal, or adopt these Bylaws even though these Bylaws may also be amended,
repealed, or adopted by the Board of Directors.


                                       14



                            CERTIFICATE OF SECRETARY

     The undersigned does hereby certify that (i) he is the duly elected and
qualified Secretary of REDI-MIX MANAGEMENT, INC., a Texas corporation and (ii)
the foregoing is a true and correct copy of the Bylaws of the corporation
reviewed and adopted by the Board of Directors of the corporation on April 27,
1999.


                                        ----------------------------------------
                                        John C. Miller, Secretary


                                       15

EX-3.35(F)

                                                                   Exhibit 3.35f

       MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
                BUREAU OF COMMERCIAL SERVICES

DATE RECEIVED           (FOR BUREAU USE ONLY)                        FILED

                                                                  DEC 13 2004

                          This document is effective on the date filed, unless a
                          subsequent effective date within 90 days after
                          received date is stated in the document.

NAME

       Scott Way, U.S. Concrete, Inc.

ADDRESS

          2925 Briarpark

CITY         STATE   ZIP CODE      EFFECTIVE DATE: [December 31, 2004]
                                   Expiration date for new assumed names:
   Houston     TX    77042         December 31,
                                   Expiration date for transferred assumed
                                   names appear in Item 6

    DOCUMENT WILL BE RETURNED TO
   THE NAME AND ADDRESS YOU ENTER
   ABOVE. IF LEFT BLANK DOCUMENT
     WILL BE MAILED TO THE
         REGISTERED OFFICE.

                              CERTIFICATE OF MERGER
 CROSS ENTITY MERGER FOR USE BY PROFIT CORPORATIONS, LIMITED LIABILITY COMPANIES
                            AND LIMITED PARTNERSHIPS

     Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act
213, Public Acts of 1982 (limited partnerships), the undersigned entities
execute the following Certificate of Merger:

1.   The Plan of Merger (Consolidation) is as follows:

     a.   The name of each constituent entity and its identification
          number is:
             AFTM Corporation                                             314837

             Superior Materials, Inc.                                     026542

     b.   The name of the surviving (new) entity and its identification
          number is:                                                      026542
                  Superior Materials, Inc.

     Corporations and Limited Liability Companies provide the street address of
     the survivor's principal place of business:

      c/o U.S. Concrete, Inc., 2925 Briarpark, Suite 500, Houston, TX 77042

2.   (Complete only if an effective date is desired other than the date of
     filing. The date must be no more than 90 days after the receipt of this
     document in this office.)

     The merger (consolidation) shall be effective on the 31st day of December,
     2004.

GOLD SEAL APPEARS ONLY ON ORIGINAL



3.   COMPLETE FOR PROFIT CORPORATIONS ONLY

For each constituent stock corporation, state:



                            Designation and number of                                Indicate class or series
                           outstanding shares in each    Indicate class or series      entitled to vote as a
   Name of corporation           class or series        of shares entitled to vote             class
- ------------------------   --------------------------   --------------------------   ------------------------
                                                                            
    AFTM Corporation                    1,000                     Common                        n/a
Superior Materials, Inc.               14,500                     Common                        n/a


If the number of shares is subject to change prior to the effective date of the
merger or consolidation, the manner in which the change may occur is as follows:

The manner and basis of converting shares are as follows:

     Shares of AFTM Corporation shall be retired and cancelled. Shares of
Superior Materials, Inc. remain unchanged.

The amendments to the Articles, or a restatement of the Articles, of the
surviving corporation to be effected by the merger are as follows:

                                      None

The Plan of Merger will be furnished by the surviving profit corporation, on
request and without cost, to any shareholder of any constituent profit
corporation.

The merger is permitted by the state or country under whose law it is
incorporated and each foreign corporation has complied with that law in
effecting the merger.

(Complete either Section (a) or (b) for each corporation)

     a)   The Plan of Merger was approved by the majority consent of the
          incorporators of ____________________ ___________________________, a
          Michigan corporation which has not commenced business, has not issued
          any shares, and has not elected a Board of Directors.

                                                


- ------------------------------------------------   ------------------------------------------------
(Signature of Incorporator) (Type or Print Name)   (Signature of Incorporator) (Type or Print Name)


- ------------------------------------------------   ------------------------------------------------
(Signature of Incorporator) (Type or Print Name)   (Signature of Incorporator) (Type or Print Name)



     b)   The plan of merger was approved by:

          [ ]  the Board of Directors of
               ______________________________________, the surviving Michigan
               corporation, without approval of the shareholders in accordance
               with Section 703a of the Act.

          [ ]  the Board of Directors and the shareholders of the following
               Michigan corporation(s) in accordance with Section 703a of the
               Act.

                   AFTM Corporation, Superior Materials, Inc.


By                                      By
   ----------------------------------      -------------------------------------
   (Signature of Authorized Officer        (Signature of Authorized Officer or
   or Agent)                                Agent)

          Cesar "Rod" Monroy                       Cesar "Rod" Monroy
         (Type or print name)                     (Type or print name)

           AFTM Corporation                     Superior Materials, Inc.
        (Name of Corporation)                     (Name of Corporation)

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.37(A)

                                                                   Exhibit 3.37a

                                                           State of Delaware
                                                          Secretary of State
                                                       Division of Corporations
                                                       FILED 09:00 AM 02/01/2000
                                                          001052095 - 3169313

                         CERTIFICATE OF INCORPORATION OF

                         CONCRETE XXX ACQUISITION, INC.

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "corporation")
is

                         Concrete XXX Acquisition, Inc.

     SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, 19805, County of New Castle; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Corporation Services Company.

     THIRD: The purpose of the corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000). The par value of each such
shares is $1.00. All such shares are of one class and are shares of Common
Stock.

     FIFTH: The name and the mailing address of the incorporator are as follows:

               Stephanie A. Thomas
               c/o U.S. Concrete, Inc.
               1300 Post Oak Blvd., Suite 1220
               Houston, Texas  77056

     SIXTH: The name and address of the person who is to serve as the initial
director of the corporation until the first annual meeting of stockholders or
until his successor is elected and qualified is:



               Donald Wayne
               c/o U.S. Concrete, Inc.
               1300 Post Oak Blvd., Suite
               1220
               Houston, Texas  77056

     SEVENTH: The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the manner provided in, the By-laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written ballot.

     EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.

     NINTH: To the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall 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.

     ELEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in


                                        2



such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     TWELFTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

     THIRTEENTH: This certificate of incorporation shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the incorporator of the corporation hereto has caused
this certificate of incorporation to be duly executed as of January 31, 2000.


                                        /s/ Stephanie A. Thomas
                                        ----------------------------------------
                                        Stephanie A. Thomas, Incorporator


                                        3

EX-3.37(B)

                                                                   Exhibit 3.37b

      State of Delaware
     Secretary of State
  Division of Corporations
Delivered 01:43 PM 12/21/2005
  FILED 01:33 PM 12/21/2005
SRV 051047697 - 3169313 FILE

                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Concrete XXX Acquisition,
Inc. resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended, said
Article shall be and read as follows:

The name of the corporation (hereinafter called the "corporation") is U.S.
Concrete On-Site, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this 21st day of December, 2005.


                                        By: /s/ Stephanie Schweigart
                                            ------------------------------------
                                            Authorized Officer
                                        Title: Assistant Corporate Secretary
                                        Name: Stephanie Schweigart
                                              Print or Type

EX-3.37(C)

                                                                   Exhibit 3.37c

                    BY-LAWS OF CONCRETE XXX ACQUISITION, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the __________.

     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
stating the place, date, and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

     Section 4. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President, or
the Secretary at the request in writing of the holders of not less than ten
percent (10%) of the voting power represented by all the shares issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Certificate of Incorporation provides for a different percentage, in which event
such provision of the Certificate of Incorporation shall govern. Such request
shall state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 5. Notice of Special Meetings. Written notice of a special meeting,
stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the date of the meeting.


                                        1



     Section 6. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or dotter the
adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote
at the meeting.

     Section 7. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, determined as provided in Article V of these
By-Laws, or if those officers shall be absent therefrom, another officer of the
Corporation chosen as chairman present in person or by proxy and entitled to
vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation, or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by


                                        2



written ballot on any question or at the direction of such chairman that a vote
by written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     Section 9. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least 10 days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days before said meeting, either at
a place within the city where said meeting is to be held, which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder of record who shall be present thereat. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

     Section 10. Inspectors of Votes. At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and, after the balloting thereat on any question, shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder
of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.

     Section 11. Actions Without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


                                        3



                                  ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation, or these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 2. Number, Qualification, and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall not be less
than one (1). Within the limits above specified, the number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the stockholders at any annual or special
meeting or otherwise pursuant to action of the stockholders. Directors need not
be stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article III, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders. Such election
shall be by written ballot.

     Section 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote by written ballot of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of this
Article III.

     Section 5. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
annual meeting next after their election and until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors maybe held in the manner provided by statute.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice


                                        4



of such meeting to the newly elected directors shall be necessary in order
legally to constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held immediately following the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

     Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board of Directors) shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 11. Remuneration. Unless otherwise expressly provided by resolution
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services; but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                             COMMITTEES OF DIRECTORS

     Section 12. Executive Committee; How Constituted and Powers. The Board of
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and


                                        5



authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

     Section 13. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     Section 14. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph, telex, cable, wireless,
or other form of recorded communication or be delivered personally or by
telephone to each member of the Executive Committee not later than the day
before the day on which such meeting is to be held. Notice of any such meeting
need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of
recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article III, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

     Section 15. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee.

     Section 16. Other Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of the Delaware General
Corporation Law, and the Certificate of Incorporation and these By-Laws, the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have the power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power to


                                        6



fill vacancies in the Board of Directors, the Executive Committee, or any other
committee or in their respective membership, to appoint or remove officers of
the Corporation, or to authorize the issuance of shares of the capital stock of
the Corporation, except that such a committee may, to the extent provided in
said resolutions, grant and authorize options and other rights with respect to
the common stock of the Corporation pursuant to and in accordance with any plan
approved by the Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings and specify what
notice thereof, if any, shall be given, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any such committee at any time to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

     Section 17. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

     Section 18. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

                                     GENERAL

     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

     Section 20. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting conducted pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV
                                     NOTICES

     Section 1. Type of Notice. Whenever, under the provisions of any applicable
statute, the Certificate of Incorporation, or these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in


                                        7



writing, in person or by mail, addressed to such director or stockholder, at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given in any manner permitted by Article III hereof and shall be deemed to be
given at the time when first transmitted by the method of communication so
permitted.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless, or other form of recorded communication may constitute such a waiver.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws, any notice is required to be given to any stockholder, such notice need
not be given to the stockholder if:

     (a)  notice of two consecutive annual meetings and all notices of meetings
          held during the period between those annual meetings, if any, or

     (b)  all (but in no event less than two) payments (if sent by first class
          mail) of distributions or interest on securities during a 12-month
          period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                   ARTICLE V
                                    OFFICERS

     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Controller, one or more Assistant Controllers, and such
other officers and agents as may be deemed necessary or advisable from time to
time, all of whom shall also be officers. Two or more offices may be held by the
same person.

     Section 2. Election or Appointment. The Board of Directors at its annual
meeting shall elect or appoint, as the case may be, the officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.

     Section 3. Salaries of Elected Officers. The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.


                                        8



     Section 4. Term. Each officer of the Corporation shall hold his office
until his successor is duly elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal, or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

     Section 5. Chairman of the Board. The Chairman of the Board, if one be
elected, shall be the chief executive officer of the Corporation and shall
preside when present at all meetings of the Board of Directors and, with the
approval of the President, may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

     Section 6. President. In the absence of a Chairman of the Board, the
President shall be the ranking and chief executive officer of the Corporation
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the chief operating officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. He shall preside, when present, at all
meetings of stockholders, except when the Chairman of the Board presides with
the approval of the President and as may otherwise be provided by statute, and,
in the absence of any other person designated thereto by these By-Laws, at all
meetings of the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and the stockholders are carried into effect. He shall
have general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.

     Section 7. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.

     Section 8. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President
(or in the event there shall be more than one, the Assistant Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the


                                        9



duties and exercise the powers of that Vice President, and shall perform such
other duties and have such other powers as the Board of Directors, the
President, or the Vice President under whose supervision he is appointed may
from time to time prescribe.

     Section 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
or other standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall keep and account for all books,
documents, papers, and records of the Corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.

     Section 10. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there shall be more than one, the Assistant Secretaries in the order designated
by the Board of Directors, or in the absence of any designation, then in the
order of their appointment) shall perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the President, or the Secretary may from time to time
prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.

     Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or refusal


                                       10



to act, the Assistant Treasurer (or in the event there shall be more than one,
the Assistant Treasurers in the order designated by the Board of Directors, or
in the absence of any designation, then in the order of their appointment) shall
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors, the
President, or the Treasurer may from time to time prescribe.

     Section 13. Controller. The Controller, if one is appointed, shall have
supervision of the accounting practices of the Corporation and shall prescribe
the duties and powers of any other accounting personnel of the Corporation. He
shall cause to be maintained an adequate system of financial control through a
program of budgets and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation shall be
conducted with the maximum efficiency and economy. If required, he shall prepare
a monthly report covering the operating results of the Corporation. The
Controller shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

     Section 14. Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or
in the event of his inability or refusal to act, the Assistant Controller (or,
if there shall be more than one, the Assistant Controllers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Controller and perform such other duties and have such other
powers as the Board of Directors, the President, or the Controller may from time
to time prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall 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 (all of such persons being hereafter referred to in this
Article as a "Corporate Functionary"), 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,
or 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 or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.


                                       11



     Section 2. Actions by or in the Right of the Corporation. The Corporation
shall 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 Corporate Functionary 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, 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.

     Section 3. Determination of Right to Indemnification. Any indemnification
under Sections 1 or 2 of this Article VI (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 Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the
Board of Directors by a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Right to Indemnification. Notwithstanding the other provisions
of this Article VI, to the extent that a Corporate Functionary has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), 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 5. Prepaid Expenses. Expenses incurred by a Corporate Functionary
in defending a civil, criminal, administrative, or investigative action, suit,
or proceeding shall 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 the Corporate Functionary to repay such amount if it shall
ultimately be determined he is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

     Section 6. Right to Indemnification upon Application., Procedure upon
Application. Any indemnification of a Corporate Functionary under Sections 2, 3
and 4, or any advance under Section 5, of this Article VI shall be made promptly
upon, and in any event within 60 days after, the written request of the
Corporate Functionary, unless with respect to applications under Sections 2, 3
or 5 of this Article VI, a determination is reasonably and promptly made by the
Board of Directors by majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, that such Corporate
Functionary acted in a manner set forth in such Sections as to justify the
Corporation in not indemnifying or making an advance of expenses to the
Corporate Functionary. If there are no directors who are not parties to such


                                       12



action, suit, or proceeding, the Board of Directors shall promptly direct that
independent legal counsel shall decide whether the Corporate Functionary acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance of expenses to the Corporate Functionary. The
right to indemnification or advance of expenses granted by this Article VI shall
be enforceable by the Corporate Functionary in any court of competent
jurisdiction if the Board of Directors or independent legal counsel denies his
claim, in whole or in part, or if no disposition of such claim is made within 60
days. The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

     Section 7. Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article VI shall not be
deemed exclusive of any other rights to which any person seeking indemnification
and for advancement of expenses or may be entitled under the By-Laws, or any
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, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Corporate Functionary
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. Any repeal or modification of these By-Laws or relevant
provisions of the Delaware General Corporation Law and other applicable law, if
any, shall not affect any then existing rights of a Corporate Functionary to
indemnification or advancement of expenses.

     Section 8. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may 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 this Article VI or the Delaware General Corporation Law.

     Section 9. Mergers. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. Savings Provision. If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding or


                                       13



action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated.

                                   ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

     Section 1. Right to Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President, or a Vice President
and by the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. If the Corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock;
provided, that, except as otherwise provided in Section 202 of the Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

     Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.


                                       14



     Section 5. Record Date. The Board of Directors may fix in advance a date,
not preceding the date on which the resolution fixing the record date is
adopted, and

          (i)  not more than 60 days nor less than 10 days preceding the date of
               any meeting of stockholders, as a record date for the
               determination of the stockholders entitled to notice of, and to
               vote at, any such meeting and any adjournment thereof,

          (ii) not more than 10 days after the date on which the resolution
               fixing the record date is adopted, as a record date in connection
               with obtaining a consent of the stockholders in writing to
               corporate action without a meeting, or

          (iii) not more than 60 days before the date for payment of any
               dividend or distribution, or the date for the allotment of
               rights, or the date when any change, or conversion or exchange of
               capital stock shall go into effect, or the date on which any
               other lawful action shall be taken, as the record date for
               determining the stockholders entitled to receive payment of any
               such dividend or distribution, or to receive any such allotment
               of rights, or to exercise the rights in respect of any such
               change, conversion or exchange of capital stock or other lawful
               action of the corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, any such meeting and any adjournment thereof (provided, however,
that the Board of Directors may fix a new record date for an adjourned meeting),
or to give such consent, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, as the case
maybe, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.

     Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
if any, subject to the provisions of the Certificate of Incorporation, may be
declared by the Board of Directors (but not any committee thereof) at any
regular meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors


                                       15



from time to time, in their absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced, or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

     These By-Laws may be altered, amended, or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such special
meeting.


                                       16

EX-3.42(A)

                                                                   Exhibit 3.42a

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 02/01/2000
                                                          001052080 - 3169307

                         CERTIFICATE OF INCORPORATION OF

                         CONCRETE XXIX ACQUISITION, INC.

          The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

          FIRST: The name of the corporation (hereinafter called the
"corporation") is

                         Concrete XXIX Acquisition, Inc.

          SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, 19805, County of New Castle; and the name of the
registered agent of the corporation in the State of Delaware at such address is
Corporation Service Company.

          THIRD: The purpose of the corporation shall be to engage in any lawful
act or activity for which corporations maybe organized under the General
Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000). The par value of each
such shares is $1.00. All such shares are of one class and are shares of Common
Stock.

          FIFTH: The name and the mailing address of the incorporator are as
follows:

                Stephanie A. Thomas
                c/o U.S. Concrete, Inc.
                1300 Post Oak Blvd., Suite 1220
                Houston, Texas  77056

          SIXTH: The name and address of the person who is to serve as the
initial director of the corporation until the first annual meeting of
stockholders or until his successor is elected and qualified is:

                Donald Wayne
                c/o U.S. Concrete, Inc.
                1300 Post Oak Blvd., Suite 1220
                Houston, Texas  77056

          SEVENTH: The management of the business and the conduct of the affairs
of the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the manner provided in. the By-laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written ballot.

          EIGHTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors of the corporation is expressly authorized to
adopt the original By-laws of the corporation, to amend or repeal the By-laws or
to adopt new By-laws, subject to any limitations that may be contained in such
By-laws.



          NINTH: To the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same exists or may hereafter be amended or supplemented, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or amendment of this Article NINTH by the stockholders of the
corporation or by changes in applicable law shall, to the extent permitted by
applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director of the corporation existing
at the time of such repeal or amendment.

          TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended or supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall 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.

          ELEVENTH: Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

          TWELFTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TWELFTH.

          THIRTEENTH: This certificate of incorporation shall be effective upon
its filing with the Secretary of State of the Slate of Delaware.

          IN WITNESS WHEREOF, the incorporator of the corporation hereto has
caused this certificate of incorporation to be duly executed as of January 31,
2000.


                                        /s/ Stephanie A. Thomas
                                        ----------------------------------------
                                        Stephanie A. Thomas, Incorporator

EX-3.42(B)

                                                                   Exhibit 3.42b

                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 05:59 PM 12/20/2004
                                                     FILED 05:59 PM 12/20/2004
                                                   SRV 040923901 - 3169307 FILE

                               STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                        OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General
Corporation

Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Concrete XXIX Acquisition,
Inc. resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows;

RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended, said
Article shall be and read as follows:

The name of the corporation (hereinafter called the "corporation") is USC
Payroll, Inc.


SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed
this 20th day of December, 2004.


                                        By: [signed]
                                            ------------------------------------
                                            Authorized Officer
                                        Title: Secretary
                                        Name: Donald C. Wayne
                                              Print or Type

EX-3.42(C)

                                                                   Exhibit 3.42c

                   BY-LAWS OF CONCRETE XXIX ACQUISITION, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the

     Section 3. Notice of Annual Meetings. Written notice of the annual meeting,
stating the place, date, and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 or more
than 60 days before the date of the meeting.

     Section 4. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President, or
the Secretary at the request in writing of the holders of not less than ten
percent (10%) of the voting power represented by all the shares issued,
outstanding and entitled to be voted at the proposed special meeting, unless the
Certificate of Incorporation provides for a different percentage, in which event
such provision of the Certificate of Incorporation shall govern. Such request
shall state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

     Section 5. Notice of Special Meetings. Written notice of a special meeting,
stating the place, date, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder of record
entitled to vote at such meeting not less than 10 or more than 60 days before
the date of the meeting.

     Section 6. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.


                                        1



     Section 7. Organization. At each meeting of the stockholders, the Chairman
of the Board or the President, determined as provided in Article V of these
By-Laws, or if those officers shall be absent therefrom, another officer of the
Corporation chosen as chairman present in person or by proxy and entitled to
vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

     Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, at each meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation may be given at any
meeting of the stockholders by the stockholder entitled thereto, in person or by
his proxy appointed by an instrument in writing subscribed by such stockholder
or by his attorney thereunto duly authorized and delivered to the Secretary of
the Corporation or to the secretary of the meeting; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless said
proxy shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation, or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by written
ballot on any question or at the direction of such chairman that a vote by
written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

     Section 9. List of Stockholders. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least 10 days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days before said meeting, either at
a place within the city where said meeting is to be held, which place shall be
specified in the notice of said meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall also be produced and kept at
the time and place of said meeting during the whole time thereof, and may be
inspected by any stockholder of record who shall be present thereat. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.

     Section 10. Inspectors of Votes. At each meeting of the stockholders, the
chairman of such meeting may appoint two Inspectors of Votes to act thereat,
unless the Board of Directors shall have theretofore made such appointments.
Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and, after the balloting thereat on any question, shall count the
ballots cast thereon and shall make a report in writing to the secretary of such
meeting of the results thereof. An Inspector of Votes need not be a stockholder
of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against his election to any
position with the Corporation or on any other question in which he may be
directly interested.


                                        2



     Section 11. Actions Without a Meeting. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice, and without a vote if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereat were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                                  ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation, or these By-Laws directed or required
to be exercised or done by the stockholders.

     Section 2. Number, Qualification, and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall not be less
than one (1). Within the limits above specified, the number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors or by the stockholders at any annual or special
meeting or otherwise pursuant to action of the stockholders. Directors need not
be stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Sections 4 and 5 of this Article III, and
each director elected shall hold office until the annual meeting next after his
election and until his successor is duly elected and qualified, or until his
death or retirement or until he resigns or is removed in the manner hereinafter
provided. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy and entitled to vote on the election
of directors at any annual or special meeting of stockholders. Such election
shall be by written ballot.

     Section 3. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation shall
take effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by the Secretary. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     Section 4. Removal of Directors. Any director may be removed, either with
or without cause, at any time, by the affirmative vote by written ballot of a
majority in voting interest of the stockholders of record of the Corporation
entitled to vote, given at an annual meeting or at a special meeting of the
stockholders called for that purpose. The vacancy in the Board of Directors
caused by any such removal shall be filled by the stockholders at such meeting
or, if not so filled, by the Board of Directors as provided in Section 5 of this
Article III.

     Section 5. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
annual meeting next after their election and until their successors are elected
and qualified, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 6. Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

     Section 7. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting to the newly elected directors shall
be necessary in order legally to constitute the meeting, provided a quorum shall
be present. In the event such meeting is not held immediately following the
annual meeting of stockholders, the meeting may be held


                                        3



at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

     Section 8. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

     Section 9. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Chairman of the
Board, the President, or the Secretary in like manner and on like notice on the
written request of two directors. Notice of any such meeting need not be given
to any director, however, if waived by him in writing or by telegraph, telex,
cable, wireless, or other form of recorded communication, or if he shall be
present at such meeting.

     Section 10. Quorum and Manner of Acting. At all meetings of the Board of
Directors, a majority of the directors at the time in office (but not less than
one-third of the whole Board of Directors) shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 11. Remuneration. Unless otherwise expressly provided by resolution
adopted by the Board of Directors, none of the directors shall, as such, receive
any stated remuneration for his services; but the Board of Directors may at any
time and from time to time by resolution provide that a specified sum shall be
paid to any director of the Corporation, either as his annual remuneration as
such director or member of any committee of the Board of Directors or as
remuneration for his attendance at each meeting of the Board of Directors or any
such committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expenses paid by him on
account of his attendance at any meeting. Nothing in this Section 11 shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.

                             COMMITTEES OF DIRECTORS

     Section 12. Executive Committee: How Constituted and Powers. The Board of
Directors may in its discretion, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee consisting of one or more
of the directors of the Corporation. Subject to the provisions of Section 141 of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee, or any other committee of directors or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

     Section 13. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Executive Committee of the Chairman of the
Executive Committee or the Secretary, the Executive Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     Section 14. Meetings. Regular meetings of the Executive Committee, of which
no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by


                                        4



resolution adopted by a majority of the Executive Committee and communicated in
writing to all its members. Special meetings of the Executive Committee shall be
held whenever called by the Chairman of the Executive Committee or a majority of
the members of the Executive Committee then in office. Notice of each special
meeting of the Executive Committee shall be given by mail, telegraph, telex,
cable, wireless, or other form of recorded communication or be delivered
personally or by telephone to each member of the Executive Committee not later
than the day before the day on which such meeting is to be held. Notice of any
such meeting need not be given to any member of the Executive Committee,
however, if waived by him in writing or by telegraph, telex, cable, wireless, or
other form of recorded communication, or if he shall be present at such meeting;
and any meeting of the Executive Committee shall be a legal meeting without any
notice thereof having been given, if all the members of the Executive Committee
shall be present thereat. Subject to the provisions of this Article III, the
Executive Committee, by resolution adopted by a majority of the whole Executive
Committee, shall fix its own rules of procedure.

     Section 15. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee.

     Section 16. Other Committees. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board of Directors, designate one
or more other committees consisting of one or more directors of the Corporation,
which, to the extent provided in said resolution or resolutions, shall have and
may exercise, subject to the provisions of Section 141 of the Delaware General
Corporation Law, and the Certificate of Incorporation and these By-Laws, the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and shall have the power to authorize the seal
of the Corporation to be affixed to all papers which may require it; but no such
committee shall have the power to fill vacancies in the Board of Directors, the
Executive Committee, or any other committee or in their respective membership,
to appoint or remove officers of the Corporation, or to authorize the issuance
of shares of the capital stock of the Corporation, except that such a committee
may, to the extent provided in said resolutions, grant and authorize options and
other rights with respect to the common stock of the Corporation pursuant to and
in accordance with any plan approved by the Board of Directors. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. A majority of all the
members of any such committee may determine its action and fix the time and
place of its meetings and specify what notice thereof, if any, shall be given,
unless the Board of Directors shall otherwise provide. The Board of Directors
shall have power to change the members of any such committee at any time to fill
vacancies, and to discharge any such committee, either with or without cause, at
any time.

     Section 17. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

     Section 18. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

                                     GENERAL

     Section 19. Actions Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

     Section 20. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of


                                        5



which all persons participating in the meeting can hear each other, and
participation in a meeting conducted pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV
                                     NOTICES

     Section 1. Type of Notice. Whenever, under the provisions of any applicable
statute, the Certificate of Incorporation, or these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, in person or by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given in any manner permitted by
Article III hereof and shall be deemed to be given at the time when first
transmitted by the method of communication so permitted.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice by a director or stockholder by mail, telegraph, telex, cable,
wireless, or other form of recorded communication may constitute such a waiver.

     Section 3. When Notice Unnecessary. Whenever, under the provisions of the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-Laws, any notice is required to be given to any stockholder, such notice need
not be given to the stockholder if:

     (a)  notice of two consecutive annual meetings and all notices of meetings
          held during the period between those annual meetings, if any, or

     (b)  all (but in no event less than two) payments (if sent by first class
          mail) of distributions or interest on securities during a 12-month
          period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable. Any action or
meeting taken or held without notice to such a person shall have the same force
and effect as if the notice had been duly given. If such a person delivers to
the Corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

                                   ARTICLE V
                                    OFFICERS

     Section 1. General. The elected officers of the Corporation shall be a
President and a Secretary. The Board of Directors may also elect or appoint a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Controller, one or more Assistant Controllers, and such
other officers and agents as may be deemed necessary or advisable from time to
time, all of whom shall also be officers. Two or more offices may be held by the
same person.

     Section 2. Election or Appointment. The Board of Directors at its annual
meeting shall elect or appoint, as the case may be, the officers to fill the
positions designated in or pursuant to Section 1 of this Article V. Officers of
the Corporation may also be elected or appointed, as the case may be, at any
other time.

     Section 3. Salaries of Elected Officers. The salaries of all elected
officers of the Corporation shall be fixed by the Board of Directors.

     Section 4. Term. Each officer of the Corporation shall hold his office
until his successor is duly elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive


                                        6



Committee may be removed at any time by the affirmative vote of a majority of
the whole Board of Directors. Any vacancy occurring in any office of the
Corporation by death, resignation, removal, or otherwise may be filled by the
Board of Directors or the appropriate committee thereof.

     Section 5. Chairman of the Board. The Chairman of the Board, if one be
elected, shall be the chief executive officer of the Corporation and shall
preside when present at all meetings of the Board of Directors and, with the
approval of the President, may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

     Section 6. President. In the absence of a Chairman of the Board, the
President shall be the ranking and chief executive officer of the Corporation
and shall have the duties and responsibilities, and the authority and power, of
the Chairman of the Board. The President shall be the chief operating officer of
the Corporation and, subject to the provisions of these By-Laws, shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all its business. He shall preside, when present, at all
meetings of stockholders, except when the Chairman of the Board presides with
the approval of the President and as may otherwise be provided by statute, and,
in the absence of any other person designated thereto by these By-Laws, at all
meetings of the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and the stockholders are carried into effect. He shall
have general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the President; and, in general, to
exercise all the powers and authority usually appertaining to the chief
operating officer of a corporation, except as otherwise provided in these
By-Laws.

     Section 7. Vice Presidents. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors or the President may from time to time prescribe.

     Section 8. Assistant Vice Presidents. In the absence of a Vice President or
in the event of his inability or refusal to act, the Assistant Vice President
(or in the event there shall be more than one, the Assistant Vice Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the duties
and exercise the powers of that Vice President, and shall perform such other
duties and have such other powers as the Board of Directors, the President, or
the Vice President under whose supervision he is appointed may from time to time
prescribe.

     Section 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Executive Committee
or other standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
have custody of the corporate seal of the Corporation, and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall keep and account for all books,
documents, papers, and records of the Corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of the secretary of a corporation.


                                        7



     Section 10. Assistant Secretaries. In the absence of the Secretary or in
the event of his inability or refusal to act, the Assistant Secretary (or, if
there shall be more than one, the Assistant Secretaries in the order designated
by the Board of Directors, or in the absence of any designation, then in the
order of their appointment) shall perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the President, or the Secretary may from time to time
prescribe.

     Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, 2-n account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation. The Treasurer shall be under the
supervision of the Vice President in charge of finance, if one is so designated,
and he shall perform such other duties as may be prescribed by the Board of
Directors, the President, or any such Vice President in charge of finance.

     Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in
the event of his inability or refusal to act, the Assistant Treasurer (or in the
event there shall be more than one, the Assistant Treasurers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the Board of Directors, the President, or the Treasurer may from time
to time prescribe.

     Section 13. Controller. The Controller, if one is appointed, shall have
supervision of the accounting practices of the Corporation and shall prescribe
the duties and powers of any other accounting personnel of the Corporation. He
shall cause to be maintained an adequate system of financial control through a
program of budgets and interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation shall be
conducted with the maximum efficiency and economy. If required, he shall prepare
a monthly report covering the operating results of the Corporation. The
Controller shall be under the supervision of the Vice President in charge of
finance, if one is so designated, and he shall perform such other duties as may
be prescribed by the Board of Directors, the President, or any such Vice
President in charge of finance.

     Section 14. Assistant Controllers. The Assistant Controller or Assistant
Controllers shall assist the Controller, and in the absence of the Controller or
in the event of his inability or refusal to act, the Assistant Controller (or,
if there shall be more than one, the Assistant Controllers in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their appointment) shall perform the duties and exercise the
powers of the Controller and perform such other duties and have such other
powers as the Board of Directors, the President, or the Controller may from time
to time prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall 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 (all of such persons being hereafter referred to in this
Article as a "Corporate Functionary"), 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


                                        8



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,
or 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 or, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.

     Section 2. Actions by or in the Right of the Corporation. The Corporation
shall 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 Corporate Functionary 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, 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.

     Section 3. Determination of Right to Indemnification. Any indemnification
under Sections 1 or 2 of this Article VI (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 Corporate Functionary is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article VI. Such determination shall be made (i) by the
Board of Directors by a majority vote of the directors who are not parties to
such action, suit, or proceeding, even though less than a quorum, or (ii) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Right to Indemnification. Notwithstanding the other provisions
of this Article VI, to the extent that a Corporate Functionary has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 1 or 2 of this Article VI (including the
dismissal of a proceeding without prejudice or the settlement of a proceeding
without admission of liability), 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 5. Prepaid Expenses. Expenses incurred by a Corporate Functionary
in defending a civil, criminal, administrative, or investigative action, suit,
or proceeding shall 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 the Corporate Functionary to repay such amount if it shall
ultimately be determined he is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

     Section 6. Right to Indemnification upon Application; Procedure upon
Application. Any indemnification of a Corporate Functionary under Sections 2, 3
and 4, or any advance under Section 5, of this Article VI shall be made promptly
upon, and in any event within 60 days after, the written request of the
Corporate Functionary, unless with respect to applications under Sections 2, 3
or 5 of this Article VI, a determination is reasonably and promptly made by the
Board of Directors by majority vote of the directors who are not parties to such
action, suit, or proceeding, even though less than a quorum, that such Corporate
Functionary acted in a manner set forth in such Sections as to justify the
Corporation in not indemnifying or making an advance of expenses to the
Corporate Functionary. If there are no directors who are not parties to such
action, suit, or proceeding, the Board of Directors shall promptly direct that
independent legal counsel shall decide whether the Corporate Functionary acted
in a manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance of expenses to the Corporate Functionary. The
right to indemnification or advance of expenses granted by this Article VI shall
be enforceable by the Corporate Functionary in any court of competent
jurisdiction if the Board of Directors or independent legal counsel denies his
claim, in whole or in part, or if no disposition of such claim is made within 60
days. The expenses of the Corporate Functionary incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.


                                        9



     Section 7. Other Rights and Remedies. The indemnification and advancement
of expenses provided by or granted pursuant to this Article VI shall not be
deemed exclusive of any other rights to which any person seeking indemnification
and for advancement of expenses or may be entitled under the By-Laws, or any
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, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Corporate Functionary
and shall inure to the benefit of the heirs, executors, and administrators of
such a person. Any repeal or modification of these By-Laws or relevant
provisions of the Delaware General Corporation Law and other applicable law, if
any, shall not affect any then existing rights of a Corporate Functionary to
indemnification or advancement of expenses.

     Section 8. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may 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 this Article VI or the Delaware General Corporation Law.

     Section 9. Mergers. For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees, or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

     Section 10. Savings Provision. If this Article VI or any portion hereof
shall be invalidated on any ground by a court of competent jurisdiction, the
Corporation shall nevertheless indemnify each Corporate Functionary as to
expenses (including attorneys' fees),judgments, fines, and amounts paid in
settlement with respect to any action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including a grand jury proceeding or
action or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated.

                                  ARTICLE VII
                         CERTIFICATES REPRESENTING STOCK

     Section 1. Right to Certificate. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board, the President, or a Vice President
and by the Secretary or an Assistant Secretary of the Corporation, certifying
the number of shares owned by him in the Corporation. If the Corporation shall
be authorized to issue more than one class of stock or more than one series of
any class, the powers, designations, preferences, and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock;
provided, that, except as otherwise provided in Section 202 of the Delaware
General Corporation Law, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

     Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be


                                       10



issued by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.

     Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed
or the issuance of such new certificate.

     Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

     Section 5. Record Date. The Board of Directors may fix in advance a date,
not preceding the date on which the resolution fixing the record date is
adopted, and

          (i)  not more than 60 days nor less than 10 days preceding the date of
               any meeting of stockholders, as a record date for the
               determination of the stockholders entitled to notice of, and to
               vote at, any such meeting and any adjournment thereof,

          (ii) (not more than 10 days after the date on which the resolution
               fixing the record date is adopted, as a record date in connection
               with obtaining a consent of the stockholders in writing to
               corporate action without a meeting, or

          (iii) not more than 60 days before the date for payment of any
               dividend or distribution, or the date for the allotment of
               rights, or the date when any change, or conversion or exchange of
               capital stock shall go into effect, or the date on which any
               other lawful action shall be taken, as the record date for
               determining the stockholders entitled to receive payment of any
               such dividend or distribution, or to receive any such allotment
               of rights, or to exercise the rights in respect of any such
               change, conversion or exchange of capital stock or other lawful
               action of the corporation,

and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, any such meeting and any adjournment thereof (provided, however,
that the Board of Directors may fix a new record date for an adjourned meeting),
or to give such consent, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

     Section 6. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
if any, subject to the provisions of the Certificate of Incorporation, may be
declared by the Board of Directors (but not any committee


                                       11



thereof) at any regular meeting, pursuant to law. Dividends may be paid in cash,
in property, or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation.

     Section 2. Reserves. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, thinks
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and promissory notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 6. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization, and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced, or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted
by the stockholders or by the Board of Directors at any regular meeting of the
stockholders or the Board of Directors or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal, or adoption of new By-Laws be contained in the notice of such special
meeting.


                                       12

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 16, 2006, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the change in the segments discussed in Note 11, as to which the date is November 14, 2006, relating to the consolidated financial statements, management’s assessment of the effectiveness, of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Current Report on Form 8-K dated November 15, 2006. We also consent to the references to us under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

PricewaterhouseCoopers LLP

Houston, Texas
November 21, 2006