S-4/A

As filed with the Securities and Exchange Commission on December 14, 2006

Registration No. 333-138868

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

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 Acting 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

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		20-0474765
Redi-Mix G.P., LLC	Texas		3272
Redi-Mix, L.P.	Texas		3272		75-2823982
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

EXPLANATORY NOTE

          This Amendment No. 1 to the Registration Statement on Form S-4 of U.S. Concrete, Inc. (“Amendment No. 1”) does not relate to the contents of the preliminary prospectus contained in our Registration Statement on Form S-4, which is not amended hereby. Accordingly, this Amendment No. 1 does not include a copy of our preliminary prospectus. This Amendment No. 1 is being filed solely for the purpose of submitting the following exhibits:

• Exhibit 5.1—Opinion of Baker Botts, L.L.P.;

• Exhibit 5.2—Opinion of Acting General Counsel of U.S. Concrete, Inc.;

• Exhibit 12—Statement of Computation of Ratios;

• Exhibit 21—Subsidiaries;

• Exhibit 23.2—Consent of Baker Botts, L.L.P. (included in Exhibit 5.1);

• Exhibit 23.3—Consent of Acting General Counsel (included in Exhibit 5.2);

• Exhibit 99.1—Form of Letter of Transmittal;

• Exhibit 99.2—Form of Notice of Guaranteed Delivery;

• Exhibit 99.3—Form of Letter to DTC Participants; and

• Exhibit 99.4—Form of Letter to Clients.

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.

II-7

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)).

II-8

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)).

II-9

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)).

II-10

Exhibit
Number				Description
	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)).
	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)).

II-11

Exhibit
Number				Description
	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.
	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).

II-12

Exhibit
Number				Description
	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 Acting 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).

II-13

Exhibit
Number				Description
	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).
	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	.1**	—	Consent of independent registered public accounting firm.
	23	.2	—	Consent of Baker Botts, L.L.P. (included in Exhibit 5.1).
	23	.3	—	Consent of Acting General Counsel of U.S. Concrete, Inc. (included in Exhibit 5.2).
	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 (Form S-4 (Reg. No. 333-115433), Exhibit 25.1).
	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.

** Previously filed.

† Management contract or compensatory plan or arrangement.

II-14

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

•  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 December 6, 2006.

U.S. CONCRETE, INC.

By:  /s/  Eugene P. Martineau

Eugene P. Martineau

President, Chief Executive Officer and Director

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 December 6, 2006.

Signature		Title
/s/  Eugene P. Martineau Eugene P. Martineau		President, Chief Executive Officer and Director (Principal Executive Officer)
* Michael W. Harlan		Executive Vice President, Chief Operating Officer, Assistant Corporate Secretary and Director
* Vincent D. Foster		Director
* T. William Porter, III		Director
* Mary P. Ricciardello		Director
* Murray S. Simpson		Director
* Robert S. Walker		Director
/s/  Robert D. Hardy Robert D. Hardy		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

ALLIANCE HAULERS, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* Robert Hardy		Vice President
* Cesar Monroy		Director
* T. Wayne Womack		Treasurer (Principal Financial and Accounting Officer)
* Michael W. Harlan		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
* Thomas G. Muscle		Vice President
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

ALBERTA INVESTMENTS, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* Robert Hardy		Vice President
* Sean Gore		Vice President, Secretary and Director
* Cesar Monroy		Director
* Michael W. Harlan		Vice President and Director
* T. Wayne Womack		Treasurer (Principal Financial and Accounting Officer)
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

AMERICAN CONCRETE PRODUCTS, INC.

By:  /s/  Donald E. Humphrey

Name: Donald E. Humphrey

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Donald E. Humphrey Donald E. Humphrey		President (Principal Executive Officer)
* Eugene P. Martineau		Senior Vice President
* Michael W. Harlan		Vice President and Director
* David Clausen		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

ATLAS-TUCK CONCRETE, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* Michael W. Harlan		Vice President and Director
* Eugene P. Martineau		Senior Vice President
* Thomas Larkin		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

BEALL CONCRETE ENTERPRISES, LTD.

By:  BEALL MANAGEMENT, INC., its

General Partner

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* Michael W. Harlan		Vice President and Director
* Eugene P. Martineau		Senior Vice President
* Thomas Larkin		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

BEALL INDUSTRIES, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* Michael W. Harlan		Vice President and Director
* Eugene P. Martineau		Senior Vice President
* Thomas Larkin		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

BEALL MANAGEMENT, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* Michael W. Harlan		Vice President and Director
* Eugene P. Martineau		Senior Vice President
* Thomas Larkin		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

BUILDERS’ REDI-MIX, LLC

By:  /s/  Nathan A. Sommer

Name: Nathan A. Sommer

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Nathan A. Sommer Nathan A. Sommer		President (Principal Executive Officer)
* Paul Lemanski		Treasurer (Principal Financial and Accounting Officer)
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

B.W.B., INC. OF MICHIGAN

By:  /s/  Nathan A. Sommer

Name: Nathan A. Sommer

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Nathan A. Sommer Nathan A. Sommer		President (Principal Executive Officer)
* Paul Lemanski		Treasurer (Principal Financial and Accounting Officer)
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CENTRAL CONCRETE CORP.

By:  /s/  Charles Abert

Name: Charles Abert

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Charles Abert Charles Abert		President (Principal Executive Officer)
* William Steele		Treasurer (Principal Financial and Accounting Officer)
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CENTRAL CONCRETE SUPPLY CO., INC.

By:  /s/  William T. Albanese

Name: William T. Albanese

Title:  President

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 December 6, 2006.

Signature		Title
/s/  William T. Albanese William T. Albanese		President (Principal Executive Officer)
* Eugene P. Martineau		Senior Vice President
* Michael W. Harlan		Vice President and Director
* Laurie Cerrito		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
* Jeff Davis		Vice President
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CENTRAL PRECAST CONCRETE, INC.

By:  /s/  Donald E. Humphrey

Name: Donald E. Humphrey

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Donald E. Humphrey Donald E. Humphrey		President (Principal Executive Officer)
* Eugene P. Martineau		Senior Vice President
* Michael W. Harlan		Vice President and Director
* David Clausen		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CONCRETE XXXI ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Sean Gore Sean Gore		President and Director (Principal Executive, Financial and Accounting Officer)
* Stephanie Collins		Secretary
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CONCRETE XXXII ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Sean Gore Sean Gore		President and Director (Principal Executive, Financial and Accounting Officer)
* Stephanie Collins		Secretary
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CONCRETE XXXIII ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Sean Gore Sean Gore		President and Director (Principal Executive, Financial and Accounting Officer)
* Stephanie Collins		Secretary
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CONCRETE XXXIV ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Sean Gore Sean Gore		President and Director (Principal Executive, Financial and Accounting Officer)
* Stephanie Collins		Secretary
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CONCRETE XXXV ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Sean Gore Sean Gore		President and Director (Principal Executive, Financial and Accounting Officer)
* Stephanie Collins		Secretary
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

CONCRETE XXXVI ACQUISITION, INC.

By:  /s/  Sean Gore

Name: Sean Gore

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Sean Gore Sean Gore		President and Director (Principal Executive, Financial and Accounting Officer)
* Stephanie Collins		Secretary
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

EASTERN CONCRETE MATERIALS, INC.

By:  /s/  Michael Gentoso

Name: Michael Gentoso

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Michael Gentoso Michael Gentoso		President (Principal Executive Officer)
* William Steele		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

INGRAM ENTERPRISES, L.P.

By:  Ingram Enterprises Management, Inc., its General Partner

By:  /s/  Gerald W. Roberts

Name: Gerald W. Roberts

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Gerald W. Roberts Gerald W. Roberts		President (Principal Executive Officer)
* T. Wayne Womack		Vice President and Treasurer (Principal Financial and Accounting Officer)
* Michael W. Harlan		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
* Cesar Monroy		Director
* Robert Hardy		Vice President
* John C. Miller		Assistant Secretary
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

INGRAM ENTERPRISES MANAGEMENT, INC.

By:  /s/  Gerald W. Roberts

Name: Gerald W. Roberts

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Gerald W. Roberts Gerald W. Roberts		President (Principal Executive Officer)
* Sean Gore		Vice President, Secretary and Director
* Michael W. Harlan		Vice President and Director
* T. Wayne Womack		Vice President and Treasurer (Principal Financial and Accounting Officer)
* Robert Hardy		Vice President
* Cesar Monroy		Director
* John C. Miller		Assistant Secretary
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

KURTZ GRAVEL COMPANY

By:  /s/  Gary Lowell

Name: Gary Lowell

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Gary Lowell Gary Lowell		President (Principal Executive Officer)
* Paul Lemanski		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

READY MIX CONCRETE COMPANY OF KNOXVILLE

By:  /s/  Alvin L. Hancock III

Name: Alvin L. Hancock III

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Alvin L. Hancock, III Alvin L. Hancock, III		President (Principal Executive Officer)
* Eugene P. Martineau		Senior Vice President
* Michael W. Harlan		Vice President and Director
* Thomas Larkin		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

REDI-MIX CONCRETE, L.P.

By:  Redi-Mix G.P., LLC., its General Partner

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* John C. Miller		Vice President and Treasurer (Principal, Financial and Accounting Officer)
* Michael W. Harlan		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
* Cesar Monroy		Director
* Robert Hardy		Vice President
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

REDI-MIX G.P., LLC

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* John C. Miller		Vice President and Treasurer (Principal, Financial and Accounting Officer)
* Michael W. Harlan		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
* Cesar Monroy		Director
* Robert Hardy		Vice President
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

REDI-MIX, L.P.

By:  Redi-Mix Management, Inc., its General Partner

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* Cesar Monroy		Director
* Michael W. Harlan		Vice President and Director
* John C. Miller		Vice President and Treasurer (Principal Financial and Accounting Officer)
* Robert Hardy		Vice President
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

REDI-MIX MANAGEMENT, INC.

By:  /s/  Scott Evans

Name: Scott Evans

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Scott Evans Scott Evans		President (Principal Executive Officer)
* Robert Hardy		Vice President
* Michael W. Harlan		Vice President and Director
* John C. Miller		Vice President and Treasurer (Principal Financial and Accounting Officer)
* Sean Gore		Vice President, Secretary and Director
* Cesar Monroy		Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

SAN DIEGO PRECAST CONCRETE, INC.

By:  /s/  Douglas W. McLaughlin

Name: Douglas W. McLaughlin

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Douglas W. McLaughlin Douglas W. McLaughlin		President and Treasurer (Principal Executive, Financial and Accounting Officer)
* Eugene P. Martineau		Senior Vice President
* Michael W. Harlan		Vice President and Director
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

SIERRA PRECAST, INC.

By:  /s/  Donald E. Humphrey

Name: Donald E. Humphrey

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Donald E. Humphrey Donald E. Humphrey		President (Principal Executive Officer)
* Eugene P. Martineau		Senior Vice President
* Michael W. Harlan		Vice President and Director
* David Clausen		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

SMITH PRE-CAST, INC.

By:  /s/  Douglas W. McLaughlin

Name: Douglas W. McLaughlin

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Douglas W. McLaughlin Douglas W. McLaughlin		President and Treasurer (Principal Executive, Financial and Accounting Officer)
* Eugene P. Martineau		Senior Vice President
* Michael W. Harlan		Vice President and Director
* Cesar Monroy		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

SUPERIOR CONCRETE MATERIALS, INC.

By:  /s/  Randy B. Wochy

Name: Randy B. Wochy

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Randy B. Wochy Randy B. Wochy		President (Principal Executive Officer)
* William Steele		Treasurer (Principal Financial and Accounting Officer)
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

SUPERIOR MATERIALS, INC.

By:  /s/  Gary Lowell

Name: Gary Lowell

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Gary Lowell Gary Lowell		President (Principal Executive Officer)
* Paul Lemanski		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

TITAN CONCRETE INDUSTRIES, INC.

By:  /s/  Phillip Palczer

Name: Phillip Palczer

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Phillip Palczer Phillip Palczer		President (Principal Executive Officer)
* Thomas Larkin		Treasurer (Principal Financial and Accounting Officer)
* Cesar Monroy		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

U.S. CONCRETE ON-SITE, INC.

By:  /s/  Michael W. Harlan

Name: Michael W. Harlan

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Michael W. Harlan Michael W. Harlan		President and Director (Principal Executive Officer)
* Diana H. Bowling		Vice President
* Cesar Monroy		Vice President
* Robert Hardy		Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
* Sean Gore		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

USC ATLANTIC, INC.

By:  /s/  Michael W. Harlan

Name: Michael W. Harlan

Title:  President

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 December 6, 2006.

Signature		Title
* William Steele		Treasurer (Principal Financial and Accounting Officer)
/s/  Michael W. Harlan Michael W. Harlan		President, Secretary and Director (Principal Executive Officer)
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

USC GP, INC.

By:  /s/  Gary J. Konnie

Name: Gary J. Konnie

Title:  President

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 December 6, 2006.

Signature		Title
* Eugene P. Martineau		Senior Vice President
/s/  Gary J. Konnie Gary J. Konnie		President and Director (Principal Executive)
* Michael W. Harlan		Vice President and Director
* Sean Gore		Vice President, Secretary and Director
* Cesar Monroy		Treasurer (Principal Financial and Accounting Officer)
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

USC MICHIGAN, INC.

By:  /s/  Jeffrey D. Spahr

Name: Jeffrey D. Spahr

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Jeffrey D. Spahr Jeffrey D. Spahr		President (Principal Executive Officer)
* Paul Lemanski		Treasurer (Principal Financial and Accounting Officer)
* Michael W. Harlan		Vice President, Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

USC MANAGEMENT CO., L.P.

By:  USC GP, INC., its General Partner

By:  /s/  Cesar Monroy

Name: Cesar Monroy

Title:  President and Treasurer

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 December 6, 2006.

Signature		Title
* Eugene P. Martineau		Senior Vice President
/s/  Cesar Monroy Cesar Monroy		President, Treasurer and Director (Principal Executive, Financial and Accounting Officer)
* Michael W. Harlan		Vice President
* Sean Gore		Secretary and Director
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

USC PAYROLL, INC.

By:  /s/  Cesar Monroy

Name: Cesar Monroy

Title:  President

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 December 6, 2006.

Signature		Title
/s/  Cesar Monroy Cesar Monroy		President, Treasurer and Director (Principal Executive, Financial and Accounting Officer)
* Eugene P. Martineau		Senior Vice President
* Sean Gore		Secretary and Director
* Michael Harlan		Vice President
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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 December 6, 2006.

WYOMING CONCRETE INDUSTRIES, INC.

By:  /s/  Eugene P. Martineau

Name: Eugene P. Martineau

Title: President and Secretary

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 December 6, 2006.

Signature		Title
/s/  Eugene P. Martineau Eugene P. Martineau		Vice President, Secretary and Director
* Randy Wochy		President (Principal Executive, Financial and Accounting Officer)
*By:	/s/  Curt M. Lindeman Curt M. Lindeman Attorney-in-fact

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)).

Exhibit
Number				Description
	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)).
	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.

Exhibit
Number				Description
	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.
	5	.2	—	Opinion of Acting 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).

Exhibit
Number				Description
	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).
	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).

Exhibit
Number				Description
	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	.1**	—	Consent of independent registered public accounting firm.
	23	.2	—	Consent of Baker Botts, L.L.P. (included in Exhibit 5.1).
	23	.3	—	Consent of Acting General Counsel of U.S. Concrete, Inc. (included in Exhibit 5.2).
	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. (Form S-4 (Reg. No. 333-115433), Exhibit 25.1).
	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.

** Previously filed.

† Management contract or compensatory plan or arrangement.

EX-5.1

Exhibit 5.1

ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995

TEL +1
713.229.1234
FAX +1
713.229.1522
www.bakerbotts.com AUSTIN
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
RIYADH
WASHINGTON

December 14, 2006

U.S. Concrete, Inc.
2925 Briarpark
Suite 500
Houston, Texas 77042

Ladies and Gentlemen:

          As set forth in the Registration Statement on Form S-4, Reg. No. 333-138868 (the “Registration Statement”), filed by U.S. Concrete, Inc., a Delaware corporation (the “Company”), and the subsidiary guarantors identified in the Registration Statement (the “Subsidiary Guarantors”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of the offering of (1) $85 million aggregate principal amount of 8³/₈% senior subordinated notes due 2014 (the “New Notes”) to be offered by the Company in exchange (the “Exchange Offer”) for a like principal amount of its issued and outstanding 8³/₈% senior subordinated notes due 2014 issued on July 5, 2006 (the “Outstanding Old Notes”) and (2) the related subsidiary guarantees of the New Notes by the Subsidiary Guarantors (the “Guarantees”), we are passing on certain legal matters in connection with the New Notes for the Company. The Company will issue the New Notes under an indenture dated as of March 31, 2004 (the “Base Indenture”) among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of July 5, 2006 among the Company, the Subsidiary Guarantors and the Trustee (together with the Base Indenture, the “Indenture”). At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

          In our capacity as counsel to the Company in connection with the Exchange Offer, we have examined: (1) the Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, (2) the Registration Statement and its exhibits, including the Indenture, and (3) the originals, or copies certified or otherwise identified, of corporate records of the Company, including the minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinion we express below. In giving this opinion, we have relied on certificates of officers of the Company with respect to the accuracy of the material factual matters those certificates cover or contain, and we have assumed that all signatures on documents we have examined are genuine, all documents submitted to us as originals are authentic and all documents submitted as certified or photostatic copies conform to the original copies of those documents and those original

U.S. Concrete, Inc. - 2 - December 14 , 2006

copies are authentic. In addition, we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee.

          Based on and subject to the foregoing, and subject to the limitations and qualifications set forth below, we are of the opinion that when (1) the Registration Statement has become effective under the Securities Act and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and (2) the New Notes have been duly executed, authenticated and delivered in accordance with the provisions of the Indenture and issued in exchange for the Outstanding Old Notes tendered pursuant to, and in accordance with the terms of, the Exchange Offer as contemplated by the Registration Statement, the New Notes will constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, except to the extent that the enforceability thereof may be limited by (a) any applicable bankruptcy, reorganization, insolvency, fraudulent transfer or conveyance, moratorium or other laws relating to or affecting creditors’ rights generally, (b) general principles of equity, regardless of whether that enforceability is considered in a proceeding in equity or at law, and (c) any implied covenants of good faith and fair dealing.

          We limit the opinion we express above in all respects to matters of the laws of the State of New York and the General Corporation Law of the State of Delaware, each as currently in effect.

          We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement and to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent Section 7 of the Securities Act requires to be filed with the Registration Statement.

Very truly yours,

/s/ BAKER BOTTS L.L.P.

TWP/RJM/JAR

EX-5.2

Exhibit 5.2

December 14, 2006

U.S. Concrete, Inc.
2925 Briarpark
Suite 500
Houston, Texas 77042

Ladies and Gentlemen:

          As set forth in the Registration Statement on Form S-4, Reg. No. 333-138868 (the “Registration Statement”), filed by U.S. Concrete, Inc., a Delaware corporation (the “Company”), and the subsidiary guarantors identified in the Registration Statement (the “Subsidiary Guarantors”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of the offering of (1) $85 million aggregate principal amount of 8³/₈% senior subordinated notes due 2014 (the “New Notes”) to be offered by the Company in exchange (the “Exchange Offer”) for a like principal amount of its issued and outstanding 8³/₈% senior subordinated notes due 2014 issued on July 5, 2006 (the “Outstanding Old Notes”) and (2) the related subsidiary guarantees of the New Notes by the Subsidiary Guarantors (the “Guarantees”), in my capacity as Acting General Counsel of the Company, I am passing on certain legal matters in connection with the Guarantees for the Company. The Company will issue the New Notes under an Indenture dated as of March 31, 2004 (the “Base Indenture”) among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of July 5, 2006 among the Company, the Subsidiary Guarantors and the Trustee (together with the Base Indenture, the “Indenture”). At your request, this opinion is being furnished to you for filing as Exhibit 5.2 to the Registration Statement.

          In furnishing this opinion, I have examined: (1) the applicable certificate or articles of incorporation and bylaws, limited liability company agreement or limited partnership agreement, as applicable, of each Subsidiary Guarantor, in each case as amended to date, (2) the Registration Statement and its exhibits, including the Indenture, and (3) the originals, or copies certified or otherwise identified, of corporate records of each Subsidiary Guarantor, including the minute books of each Subsidiary Guarantor, certificates of public officials and of representatives of each subsidiary guarantor, statutes and other instruments and documents as a basis for the opinion I express below. In giving this opinion, I have assumed that all signatures on documents that I have examined are genuine, all documents submitted to me as originals are authentic and all documents submitted as certified or photostatic copies conform to the original copies of those documents and those original copies are authentic. In addition, I have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee.

          Based on and subject to the foregoing, and subject to the assumptions, limitations and qualifications set forth below, I am of the opinion that when (1) the Registration Statement has become effective under the Securities Act and the Indenture has

U.S. Concrete, Inc.
December 14, 2006
Page 2

been qualified under the Trust Indenture Act of 1939, as amended, and (2) the New Notes have been duly executed, authenticated and delivered in accordance with the provisions of the Indenture and issued in exchange for the Outstanding Old Notes tendered pursuant to, and in accordance with the terms of, the Exchange Offer as contemplated by the Registration Statement, the Guarantees will constitute the legal, valid and binding obligations of the respective Subsidiary Guarantors, in each case enforceable against such Subsidiary Guarantor in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by (a) any applicable bankruptcy, reorganization, insolvency, fraudulent transfer or conveyance, moratorium or other laws relating to or affecting creditors’ rights generally, (b) general principles of equity, regardless of whether that enforceability is considered in a proceeding in equity or at law, and (c) any implied covenants of good faith and fair dealing.

          I am licensed to practice law only in the State of Texas. For purposes of the opinion set forth above, I have assumed that the laws of any applicable jurisdiction other than the States of Delaware and Texas are identical to the laws of the State of Texas. This opinion is provided in my capacity as Acting General Counsel of the Company and not in my individual capacity as an attorney.

          I hereby consent to the filing of this opinion of counsel as Exhibit 5.2 to the Registration Statement.

Very truly yours,

/s/ Curt M. Lindeman

Curt M. Lindeman
Acting General Counsel

EX-12

EXHIBIT 12

U.S. Concrete, Inc.
Computation of Ratio of Earnings to Fixed Charges
(In thousands)

																Nine			Nine
																months			months
																ended			ended
	Year Ended December 31,															September 30,			September 30,
	2001			2002			2003			2004			2005			2005			2006
Earnings before fixed charges:
Income (loss) before income taxes and cumulative effect of accounting change	$	17,203		$	(3,430	)	$	15,577		$	(16,916	)	$	20,733		$	14,249		$	25,535
Interest expense, net		19,407			17,301			17,084			16,690			18,169			12,939			14,590
Interest portion of rentals		3,700			4,113			4,210			4,568			4,789			3,575			3,767
	$	40,310		$	17,984		$	36,871		$	4,342		$	43,691		$	30,763		$	43,892
Fixed charges:
Interest expense	$	19,407		$	17,301		$	17,084		$	16,690		$	18,169		$	12,939		$	14,590
Capitalized interest		—			—			—			—			—			—			—
Interest portion of rentals		3,700			4,113			4,210			4,568			4,789			3,575			3,767
	$	23,107		$	21,414		$	21,294		$	21,258		$	22,958		$	16,514		$	18,357
Ratio of earnings to fixed charges		1.7x			0.8x			1.7x			0.2x			1.9x			1.9x			2.4x
Fixed charges in excess of earnings		—			3,430			—			16,916			—			—			—
Rent expense		11,112			12,350			12,643			13,719			14,381			10,735			11,313
Interest factor		33	%		33	%		33	%		33	%		33	%		33	%		33	%
		3,700			4,113			4,210			4,568			4,789			3,575			3,767

EX-21

Exhibit 21

Subsidiaries of U.S Concrete, Inc.

Alliance Haulers, Inc.
Alberta Investments, Inc.
American Concrete Products, Inc.
Atlas Investments, Inc.
Atlas-Tuck Concrete, Inc.
B.W.B., Inc. of Michigan
Beall Concrete Enterprises, Ltd.
Beall Industries, Inc.
Beall Investment Corporation, Inc.
Beall Management, Inc.
Builders’ Redi-Mix, LLC
Central Concrete Corp.
Central Concrete Supply Co., Inc.
Central Precast Concrete, Inc.
Concrete XXXI Acquisition, Inc.
Concrete XXXII Acquisition, Inc.
Concrete XXXIII Acquisition, Inc.
Concrete XXXIV Acquisition, Inc.
Concrete XXXV Acquisition, Inc.
Concrete XXXVI Acquisition, Inc.
Eastern Concrete Materials, Inc.
Ingram Enterprises, L.P.
Ingram Enterprises Management, Inc.
Kurtz Gravel Company
Redi-Mix Concrete, L.P.
Redi-Mix G.P., LLC
Redi-Mix, L.P.
Redi-Mix Management, Inc.
Ready Mix Concrete Company of Knoxville
San Diego Precast Concrete, Inc.
Sierra Precast, Inc.
Smith Pre-cast, Inc.
Superior Concrete Materials, Inc.
Superior Materials, Inc.
Titan Concrete Industries, Inc.
USC GP, Inc.
USC LP, Inc.
USC Atlantic, Inc.
USC Management Co., L.P.
USC Michigan, Inc.
USC Payroll, Inc.
U.S. Concrete On-Site, Inc.
Wyoming Concrete Industries LLC

EX-99.1

EXHIBIT 99.1

U.S. CONCRETE, INC.

Letter of Transmittal

For

Tender of All Outstanding

83/8% Senior Subordinated Notes due 2014

Issued on July 5, 2006

in Exchange for

83/8% Senior Subordinated Notes due 2014

The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007 (the “Expiration Date”), unless sooner terminated or extended. Outstanding Old Notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date for the Exchange Offer.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the Exchange Offer, you should complete, sign and submit this Letter of Transmittal to the Exchange Agent:

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National Association

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 Overnight Delivery, Regular Mail or by Hand Delivery:

Wells Fargo Bank, N.A.

Corporate Trust Operations

Sixth and Marquette

MAC N9303-121

Minneapolis, MN 55479

By Facsimile Transmission (eligible institutions only):	To Confirm by Telephone or for Information:
(612) 667-4927	(800) 344-5128

Delivery of this instrument to an address other than as shown above or transmission via a facsimile number other than the one listed above will not constitute a valid delivery. You should read carefully the instructions accompanying this Letter of Transmittal before completing this Letter of Transmittal.

The undersigned hereby acknowledges receipt and review of the prospectus dated          , 2006 (the “Prospectus”) of U.S. Concrete, Inc. (the “Issuer”) and this Letter of Transmittal. These two documents, together constitute the offer by the Issuer and various subsidiaries of the Issuer which are providing guarantees of the notes referred to below, as set forth in the Prospectus (the “Guarantors”), to exchange the Issuer’s 83/8% Senior Subordinated Notes due 2014 guaranteed,

jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Issuer’s issued and outstanding 83/8% Senior Subordinated Notes due 2014 issued on July 5, 2006, guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “Outstanding Old Notes”). The offer to exchange New Notes for Outstanding Old Notes and the related documentation are referred to as the “Exchange Offer.” Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus.

The Issuer reserves the right, at any time or from time to time, to extend the period of time during which the Exchange Offer for the Outstanding Old Notes is open, at its discretion, in which event the term “Expiration Date” shall mean the latest date to which such Exchange Offer is extended. The Issuer shall notify Wells Fargo Bank, National Association (the “Exchange Agent”) of any extension by oral or written notice and shall make a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

The New Notes will bear interest at 83/8% per annum. Interest payment dates will be April 1 and October 1 of each year commencing April 1, 2007. Registered holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid on the Outstanding Old Notes or, if no interest has been paid, from April 1, 2007. Outstanding Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders whose Outstanding Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Outstanding Old Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer. Interest will be paid to the person in whose name the applicable New Note is registered at the close of business on March 15, in the case of the April 1 interest payment date, and September 15, in the case of the October 1 interest payment date. Interest will be computed on the basis of 360-day year of twelve 30-day months. No additional interest will be payable on the New Notes.

This Letter of Transmittal is to be used by a holder of Outstanding Old Notes if:

•  certificates of Outstanding Old Notes are to be forwarded with this Letter of Transmittal; or

•  delivery of Outstanding Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the “DTC”) pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering — Book-Entry Transfer.”

Tenders by book-entry transfer may also be made by delivering an “agent’s message” pursuant to DTC’s Automated Tender Offer Program in lieu of this Letter of Transmittal. Holders of Outstanding Old Notes

•  whose Outstanding Old Notes are not immediately available,

•  who are unable to deliver their Outstanding Old Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date for the Exchange Offer or

•  who are unable to complete the procedure for book-entry transfer on a timely basis

must tender their Outstanding Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 2 of this Letter of Transmittal. Delivery of documents to the book-entry transfer facility does not constitute delivery to the Exchange Agent.

2

The term “holder” with respect to the Exchange Offer for Outstanding Old Notes means any person in whose name such Outstanding Old Notes are registered on the books of U.S. Concrete, Inc., any person who holds such Outstanding Old Notes and has obtained a properly completed bond power from the registered holder or any participant in the DTC system whose name appears on a security position listing as the holder of such Outstanding Old Notes and who desires to deliver the Outstanding Old Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Outstanding Old Notes must complete this Letter of Transmittal in its entirety (unless such Outstanding Old Notes are to be tendered by book-entry transfer and an agent’s message is delivered in lieu hereof).

Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below. You must follow the instructions included with this Letter of Transmittal. Please direct any questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal to the Exchange Agent.

List below the Outstanding Old Notes tendered under this Letter of Transmittal. If the space below is inadequate, list the title, registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.

DESCRIPTION OF OUTSTANDING OLD NOTES TENDERED
Name(s) and Address(es) of Registered Holder(s)
Exactly as Name(s) Appear(s) on Outstanding Old Notes
(Please Fill In, If Blank)	Outstanding Note(s) Tendered
		Aggregate
		Principal
		Amount	Principal
	Registered	Represented	Amount
Title of Series	Number(s)*	by Note(s)	Tendered**
U.S. Concrete, Inc. 83/8% Senior Subordinated Notes due 2014
Total
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Outstanding Old Notes will be deemed to have tendered the entire aggregate principal amount represented by such Outstanding Old Notes. All tenders must be in integral multiples of $1,000.

o CHECK HERE IF TENDERED OUTSTANDING OLD NOTES ARE ENCLOSED HEREWITH.

o  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name of Tendering Institution:

Book-entry Facility Account Number(s):

Transaction Code Number(s):

3

o  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered Holder(s) of Outstanding Old Notes:

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if available):

Name of Eligible Institution that Guaranteed Delivery:

DTC Account Number(s) (if delivered by book-entry transfer):

Transaction Code Number (if delivered by book-entry transfer):

Name of Tendering Institution (if delivered by book-entry transfer):

o  CHECK HERE IF TENDERED OUTSTANDING OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING OLD NOTES ARE TO BE RETURNED, BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE (FOR USE BY ELIGIBLE INSTITUTIONS ONLY).

o  CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:

Address:

4

SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer and the Guarantors for exchange the principal amount of Outstanding Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Outstanding Old Notes tendered in accordance with this Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer and the Guarantors all right, title and interest in and to the Outstanding Old Notes tendered for exchange hereby, including all rights to accrued and unpaid interest thereon as of the Expiration Date. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact for the undersigned (with full knowledge that said Exchange Agent also acts as the agent for the Issuer and the Guarantors in connection with the Exchange Offer) with respect to the tendered Outstanding Old Notes with full power of substitution to:

•  deliver such Outstanding Old Notes, or transfer ownership of such Outstanding Old Notes on the account books maintained by the DTC, to the Issuer and the Guarantors and deliver all accompanying evidences of transfer and authenticity; and

•  present such Outstanding Old Notes for transfer on the books of the Issuer and receive all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Old Notes, all in accordance with the terms of the Exchange Offer.

The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Old Notes tendered hereby and to acquire the New Notes issuable upon the exchange of such tendered Outstanding Old Notes, and that the Issuer and the Guarantors will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are accepted for exchange by the Issuer and the Guarantors as contemplated herein.

The undersigned acknowledges that the Exchange Offer is being made in reliance upon interpretations set forth in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 2, 1993) and similar no-action letters (the “Prior No-Action Letters”), that the New Notes issued in exchange for Outstanding Old Notes pursuant to the Exchange Offer may be offered for resale or resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Issuer or any Guarantor within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business and that such holders are not engaging in, do not intend to participate in and have no arrangement or understanding with any person to participate in a distribution of such New Notes. The SEC has not, however, considered the 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 the Exchange Offer as in other circumstances.

The undersigned hereby further represents to the Issuer and the Guarantors that:

•  the undersigned is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Issuer or any Guarantor or, if the undersigned is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if the undersigned is a broker-dealer, it is not tendering Outstanding Old Notes acquired directly from the Issuer or any Guarantor, or from an affiliate of the Issuer or any Guarantor, for its own account;

•  if the undersigned is not a broker-dealer, it is not engaged in, and does not intend to participate in, a distribution (within the meaning of the Securities Act) of New Notes;

•  the undersigned does not have an 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;

5

•  any New Notes received by the undersigned are being acquired in the ordinary course of business of the undersigned;

•  if the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Outstanding Old Notes, those Outstanding Old Notes were acquired as a result of market-making activities or other trading activities, and it will deliver a Prospectus, as required by law, in connection with the resale of those New Notes; provided that, by so representing and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

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

If the undersigned tenders in the Exchange Offer for the purpose of participating in a distribution of the New Notes:

•  it cannot rely on the applicable interpretations of the SEC;

•  it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K; and

•  failure to comply with such requirement in such instance could result in the undersigned incurring liability for which the undersigned is not indemnified by the Issuer or any Guarantor.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the Outstanding Old Notes tendered hereby, including the transfer of such Outstanding Old Notes on the account books maintained by the DTC.

For purposes of the Exchange Offer, the Issuer and the Guarantors shall be deemed to have accepted for exchange validly tendered Outstanding Old Notes when, as and if the Issuer gives oral or written notice thereof to the Exchange Agent. Any tendered Outstanding Old Notes that are not accepted for exchange pursuant to the Exchange Offer for any reason will be returned, without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under Special Delivery Instructions as promptly as practicable after the Expiration Date for such Exchange Offer.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon its successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives. This tender may be withdrawn only in accordance with the procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Withdrawal of Tenders.”

The undersigned acknowledges that the acceptance by the Issuer and the Guarantors of properly tendered Outstanding Old Notes pursuant to the procedures described under the caption “The Exchange Offer — Procedures for Tendering” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned, the Issuer and the Guarantors upon the terms and subject to the conditions of the Exchange Offer. The undersigned further agrees that acceptance of any tendered Outstanding Old Notes by the Issuer and the issuance of New Notes in exchange therefor shall constitute performance in full by the Issuer and the Guarantors of their obligations under the registration rights agreement dated as of July 5, 2006 by and among the Issuer, the Guarantors and the representatives of the Initial Purchasers and that the Issuer and the Guarantors shall have no further obligations or liabilities to the undersigned thereunder for the registration of the Outstanding Old Notes or the New Notes.

The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that, as a result of these conditions (which may be waived, in whole or in part, by the Issuer), the Issuer and the Guarantors may not be required to exchange any of the Outstanding Old Notes tendered hereby. In such event, the Outstanding Old Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

Unless otherwise indicated under “Special Issuance Instructions,” please issue the New Notes issued in exchange for the Outstanding Old Notes accepted for exchange and return any Outstanding Old Notes not tendered or not exchanged, in the name(s) of the undersigned (or, in the case of a book-entry delivery of Outstanding Old Notes, please credit the

6

account indicated above maintained at the DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail or deliver the New Notes issued in exchange for the Outstanding Old Notes accepted for exchange and any Outstanding Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the New Notes issued in exchange for the Outstanding Old Notes accepted for exchange in the name(s) of, and return any Outstanding Old Notes not tendered or not exchanged to, the person(s) so indicated. The undersigned recognizes that neither the Issuer nor any Guarantor has any obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Outstanding Old Notes from the name of the registered holder(s) thereof if the Issuer and the Guarantors do not accept for exchange any of the Outstanding Old Notes so tendered for exchange.

7

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)

To be completed ONLY (i) if Outstanding Old Notes in a principal amount not tendered, or New Notes issued in exchange for Outstanding Old Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) if Outstanding Old Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at the DTC other than the DTC Account Number set forth above. Issue New Notes and/or Outstanding Old Notes to:

Name:

Address:

(Include Zip Code)

(Tax Identification or Social Security Number)

(Please Type of Print)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)

To be completed ONLY if Outstanding Old Notes in a principal amount not tendered, or New Notes issued in exchange for Outstanding Old Notes accepted for exchange, are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown below the undersigned’s signature. Mail or deliver New Notes and/or Outstanding Old Notes to:

Name:

Address:

(Include Zip Code)

(Tax Identification or Social Security Number)

(Please Type of Print)

o  Credit unexchanged Outstanding Old Notes delivered by book-entry transfer to the DTC account number set forth below:

DTC Account Number: _ _

8

IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(complete accompanying substitute form W-9 below)

X

X

Signature(s) of Registered Holder(s) of Outstanding Old Notes

Dated _ _, 2007

(The above lines must be signed by the registered holder(s) of Outstanding Old Notes as your name(s) appear(s) on the Outstanding Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Outstanding Old Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii) unless waived by the Issuer, submit evidence satisfactory to the Issuer of such person’s authority so to act. See Instruction 5 regarding the completion of this Letter of Transmittal, printed below.)

Name(s):

(Please Type or Print)

Capacity (Full Title):

Address:

(Include Zip Code)

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

9

MEDALLION SIGNATURE GUARANTEE
(if required by Instruction 5)

Certain signatures must be guaranteed by an Eligible Institution. Please read Instruction 5 of this Letter of Transmittal to determine whether a signature guarantee is required for the tender of your Outstanding Old Notes.

Signature(s) Guaranteed by an Eligible Institution:

(Authorized Signature)

(Title)

(Name of Firm)

(Address, Including Zip Code)

(Area Code and Telephone Number)

Dated: _ _, 2007

10

INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal and Outstanding Old Notes or Agent’s Message and Book-Entry Confirmation.  All physically delivered Outstanding Old Notes or any confirmation of a book-entry transfer to the Exchange Agent’s account at the DTC of Outstanding Old Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof (or an agent’s message in lieu hereof), and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein on or prior to 5:00 p.m., New York City time, on the Expiration Date for the Exchange Offer, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Outstanding Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. The method of delivery of the tendered Outstanding Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the holder and, except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that the holder 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. NEITHER THIS LETTER OF TRANSMITTAL NOR OUTSTANDING OLD NOTES SHOULD BE SENT TO THE ISSUER OR ANY GUARANTOR.

All questions as to the validity, form, eligibility (including time of receipt) or acceptance of tendered Outstanding Old Notes and withdrawal of tendered Outstanding Old Notes will be determined by the Issuer in its sole discretion, which determinations will be final and binding. The Issuer reserves the absolute right to reject any and all Outstanding Old Notes not properly tendered or any Outstanding Old Notes the Issuer’s acceptance of which would, in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Old Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) shall 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 such time as the Issuer shall determine. The Issuer shall 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 such notification, nor will the Exchange Agent or any other person. Tenders of Outstanding Old Notes will not be deemed to have been made until such 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 by the Exchange Agent to the tendering holders of Outstanding Old Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date. See “The Exchange Offer” section of the Prospectus.

2. Guaranteed Delivery Procedures.  Holders who wish to tender their Outstanding Old Notes and

•  whose Outstanding Old Notes are not immediately available,

•  who cannot deliver their Outstanding Old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date, or

•  who are unable to comply with the applicable procedures under the DTC’s Automated Tender Offer Program on a timely basis

must tender their Outstanding Old Notes according to the guaranteed delivery procedures set forth in the Prospectus.

Under the guaranteed delivery procedures:

•  a tender must be made by or through a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents’ Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges’ Medallion Program approved by the Securities Transfer Association Inc. (an “Eligible Institution”);

•  prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution 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 setting forth the name and address of the holder of the Outstanding Old Notes, the registration number(s) of such Outstanding Old Notes and the total

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principal amount of Outstanding Old Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after such Expiration Date, this Letter of Transmittal (or facsimile hereof or an agent’s message in lieu hereof) together with the Outstanding Old Notes in proper form for transfer (or a Book-Entry Confirmation) and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and

•  this Letter of Transmittal (or a facsimile hereof or an agent’s message in lieu hereof) together with the certificates for all physically tendered Outstanding Old Notes in proper form for transfer (or Book-Entry Confirmation, as the case may be) and all other documents required hereby are received by the Exchange Agent within three New York Stock Exchange trading days after such Expiration Date.

Any holder of Outstanding Old Notes who wishes to tender Outstanding Old Notes under the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration Date. On request of the Exchange Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their Outstanding Old Notes according to the guaranteed delivery procedures set forth above. See “The Exchange Offer — Guaranteed Delivery Procedures” section of the prospectus.

3. Tender by Holder.  Only a registered holder of Outstanding Old Notes may tender such Outstanding Old Notes in the Exchange Offer. Any beneficial holder of Outstanding Old Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on the beneficial holders behalf or must, prior to completing and executing this Letter of Transmittal and delivering his Outstanding Old Notes, either make appropriate arrangements to register ownership of the Outstanding Old Notes in the beneficial holder’s name or obtain a properly completed bond power from the registered holder.

4. Partial Tenders (Not Applicable to Holders Who Tender by Book-Entry Transfer).  Tenders of Outstanding Old Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Outstanding Old Notes is tendered, the tendering holder should fill in the principal amount tendered in the last column of the box entitled “Description of Outstanding Old Notes Tendered” above. The entire principal amount of Outstanding Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Outstanding Old Notes is not tendered, then Outstanding Old Notes for the principal amount of Outstanding Old Notes not tendered and New Notes issued in exchange for any Outstanding Old Notes accepted will be sent to the holder as promptly as practicable after the Outstanding Old Notes are accepted for exchange.

5. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Medallion Guarantee of Signatures.  If this Letter of Transmittal (or facsimile hereof) is signed by the record holder(s) of the Outstanding Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Outstanding Old Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a participant in the DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the Outstanding Old Notes tendered hereby.

If any tendered Outstanding Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of Outstanding Old Notes listed and tendered hereby and the New Notes issued in exchange therefor are to be issued (or any untendered principal amount of Outstanding Old Notes is to be reissued) to the registered holder(s), then said holder(s) need not and should not endorse any tendered Outstanding Old Notes, nor provide a separate bond power. In any other case, such holder(s) must either properly endorse the Outstanding Old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

If this Letter of Transmittal (or facsimile hereof) or any Outstanding Old Notes or bond powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by the Issuer, submit with this Letter of Transmittal evidence satisfactory to the Issuer of their authority to act.

No signature guarantee is required if (i) this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of the Outstanding Old Notes tendered herein (or by a participant in the DTC whose name

12

appears on a security position listing as the owner of the tendered Outstanding Old Notes) and the New Notes are to be issued directly to such registered holder(s) (or, if signed by a participant in the DTC, deposited to such participant’s account at the DTC) and neither the box entitled “Special Delivery Instructions” nor the box entitled “Special Issuance Instructions” has been completed, or (ii) such Outstanding Old Notes are tendered for the account of an Eligible Institution. In all other cases, all signatures on this Letter of Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.

6. Special Issuance and Special Delivery Instructions.  Tendering holders should indicate, in the applicable box or boxes, the name and address to which New Notes or substitute Outstanding Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number (“TIN”) or social security number of the person named must also be indicated. Holders tendering Outstanding Old Notes by book-entry transfer may request that Outstanding Old Notes not exchanged be credited to such account maintained at the DTC as such noteholder may designate hereon. If no such instructions are given, such Outstanding Old Notes not exchanged will be returned to the name and address (or account number) of the person signing this Letter of Transmittal.

7. Transfer Taxes.  The Issuer and the Guarantors generally will pay all transfer taxes, if any, applicable to the exchange of Outstanding Old Notes pursuant to the Exchange Offer. If, however, New Notes or Outstanding Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Outstanding Old Notes tendered hereby, or if tendered Outstanding Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder and the Exchange Agent will retain possession of an amount of New Notes with a face amount at least equal to the amount of such transfer taxes due by such tendering holder pending receipt by the Exchange Agent of the amount necessary to pay such taxes.

8. Tax Identification Number.  Federal income tax law requires that a holder of any Outstanding Old Notes or New Notes must provide the Issuer (as payor) with its correct TIN, which, in the case of a holder who is an individual, is his or her social security number. If the Issuer is not provided with the correct TIN, the holder or payee may be subject to penalties imposed by Internal Revenue Service and backup withholding on interest payments on the New Notes.

To prevent backup withholding, each tendering holder and each prospective holder must provide such holder’s correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the New Notes will be registered in more than one name or will not be in the name of the actual owner, consult the instructions on Internal Revenue Service Form W-9, which may be obtained from the Exchange Agent, for information on which TIN to report.

Certain holders will not be subject to these backup withholding or information reporting requirements if they submit a Form W-8, signed under penalties of perjury, attesting to their foreign status. A Form W-8 can be obtained from the Exchange Agent.

If such holder does not have a TIN, such holder should consult the instructions on Form W-9 concerning applying for a TIN, check the box in Part 3 of the Substitute Form W-9, write “applied for” in lieu of its TIN and sign and date the form and the Certificate of Awaiting Taxpayer Identification Number. Checking this box, writing “applied for” on the form and signing such certificate means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If such holder does not provide its TIN to the Issuer within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the Issuer.

The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with the Issuer’s obligations regarding backup withholding.

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9. Validity of Tenders.  All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Old Notes will be determined by the Issuer in its sole discretion, which determinations will be final and binding. The Issuer reserves the absolute right to reject any and all Outstanding Old Notes not properly tendered or any Outstanding Old Notes the Issuer’s acceptance of which might, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also reserves the absolute right to waive any conditions of the Exchange Offer or defects or irregularities of tenders as to particular Outstanding Old Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) shall 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 such time as the Issuer shall determine. The Issuer shall 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 such notification, nor will any Guarantor, the Exchange Agent or any other person. 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 as soon as practicable following the Expiration Date.

10. Waiver of Conditions.  The Issuer reserves the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the Prospectus.

11. No Conditional Tender.  No alternative, conditional, irregular or contingent tender of Outstanding Old Notes will be accepted.

12. Mutilated, Lost, Stolen or Destroyed Outstanding Old Notes.  Any holder whose Outstanding Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen or destroyed Outstanding Old Notes have been followed.

13. Requests for Assistance or Additional Copies.  Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

14. Withdrawal.  Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders.”

IMPORTANT: This Letter of Transmittal or a manually signed facsimile hereof or an agent’s message in lieu thereof (together with the Outstanding Old Notes delivered by book-entry transfer or in original hard copy form) must be received by the Exchange Agent, or the Notice of Guaranteed Delivery must be received by the Exchange Agent, prior to the Expiration Date.

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SUBSTITUTE FORM W-9	Part I — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	TIN: _ _       Social Security Number or _ _ Employer ID Number
Department of the Treasury Internal Revenue Service	Part 2 — Certifications — Under penalties of perjury, I certify that:		Part 3 —  Awaiting TIN  o
Payor’s Request for Taxpayer Identification Number (“TIN”)	(1) The number shown on this form is my correct Taxpayer Identification Number (or I have checked the box in Part 3 and executed the Certificate of awaiting taxpayer identification number below);		Please complete the certificate of Awaiting Taxpayer Identification Number below.
	(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3) I am a U.S. person (including a U.S. resident alien).
	Certification Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
	Name_ _
	Address_ _
	City, State and Zip Code
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid back up withholding.
	Signature_ _		Date_ _, 2007

FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE NEW NOTES.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor within 60 days, a portion of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature  _ _   Date _ _

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EX-99.2

EXHIBIT 99.2

U.S. CONCRETE, INC.

Notice of Guaranteed Delivery

for

Tender of All Outstanding

83/8% Senior Subordinated Notes due 2014

Issued on July 5, 2006

in Exchange for

83/8% Senior Subordinated Notes due 2014

This form, or one substantially equivalent hereto, must be used by a holder to accept the Exchange Offer of U.S. Concrete, Inc. (the “Issuer”) and various subsidiaries of the Issuer which are providing guarantees of the notes referred to below, as set forth in the Prospectus described below (the “Guarantors”), and to tender outstanding 83/8% Senior Subordinated Notes due 2014 issued on July 5, 2006, guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “Outstanding Old Notes”) to Wells Fargo Bank, National Association, as exchange agent (the “Exchange Agent”), pursuant to the guaranteed delivery procedures described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Issuer’s prospectus dated          , 2006 (the “Prospectus”) and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender Outstanding Old Notes pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery, properly completed and duly executed, prior to the Expiration Date (as defined below) of the Exchange Offer. Capitalized terms used but not defined herein have the meanings assigned to them in the Prospectus or the Letter of Transmittal.

The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007 (the “Expiration Date”), unless sooner terminated or extended. Outstanding Old Notes tendered in the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date for the Exchange Offer.

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National Association

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 Overnight Delivery, Regular Mail or by Hand Delivery:

Wells Fargo Bank, N.A.

Corporate Trust Operations

Sixth and Marquette

MAC N9303-121

Minneapolis, MN 55479

By Facsimile Transmission (eligible institutions only):	To Confirm by Telephone or for Information:
(612) 667-4927	(800) 344-5128

Delivery of this instrument to an address other than as set forth above, or transmission via facsimile to a number other than as set forth above, will not constitute a valid delivery. You should carefully read the instructions accompanying this Notice of Guaranteed Delivery before completing the Notice of Guaranteed Delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, that signature guarantee must appear in the applicable space in the box provided on the Letter of Transmittal for guarantee of signatures.

2

Ladies and Gentlemen:

The undersigned hereby tenders to the Issuer and the Guarantors, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures” and in Instruction 2 of the Letter of Transmittal.

The undersigned hereby tenders the Outstanding Old Notes listed below:

	Certificate
	Number(s)
	(if known) of
	Outstanding Old
	Notes	Aggregate	Aggregate
	or Account	Principal	Principal
	Number at the	Amount	Amount
Title of Series	Book-entry Facility	Represented	Tendered
U.S. Concrete, Inc.
83/8% Senior Subordinated Notes due 2014

PLEASE SIGN AND COMPLETE

Name(s) of Registered Holder(s)	Signatures of Registered Holder(s) or Authorized Signatory
Address
	Dated _ _, 2007
Area Code and Telephone Number(s)

3

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of the tendered Outstanding Old Notes exactly as the name(s) of such person(s) appear(s) on certificates for the Outstanding Old Notes or on a security position listing as the owner of the Outstanding Old Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm which is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof or agent’s message in lieu thereof), together with the Outstanding Old Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Old Notes into the Exchange Agent’s account at the DTC described in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering — Book-Entry Transfer” and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days following the Expiration Date.

Name of Firm: _ _
	(Authorized Signature)
Address: _ _	Name: _ _
	Title: _ _
(Include Zip Code)	(Please Type or Print)
Area Code and Telephone Number:
	Date: _ _ 2007

Do not send Outstanding Old Notes with this form. Actual surrender of Outstanding Old Notes must be made pursuant to, and be accompanied by, a properly completed and duly executed Letter of Transmittal and any other required documents.

4

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.  Before the Expiration Date of the Exchange Offer, the Exchange Agent must receive at its address set forth herein a properly completed and duly executed copy of this Notice of Guaranteed Delivery (or facsimile hereof or an agent’s message and Notice of Guaranteed Delivery in lieu hereof) and any other documents required by this Notice of Guaranteed Delivery with respect to the Outstanding Old Notes. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, holders may wish to consider using an overnight or hand delivery service. In all cases, you should allow sufficient time to ensure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 to the Letter of Transmittal.

2. Signatures on this Notice of Guaranteed Delivery.  If the registered holder(s) of the Outstanding Old Notes referred to herein sign this Notice of Guaranteed Delivery (or facsimile hereof), the signature(s) must correspond exactly with the name(s) written on the face of the Outstanding Old Notes without alteration, enlargement or any change whatsoever. If a participant of the DTC whose name appears on a security position listing as the owner of the Outstanding Old Notes signs this Notice of Guaranteed Delivery (or facsimile hereof), the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Old Notes.

If a person other than the registered holder(s) of any Outstanding Old Notes listed or a participant of the DTC signs this Notice of Guaranteed Delivery (or facsimile hereof), this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the Outstanding Old Notes or signed as the name(s) of the participant shown on the DTC’s security position listing.

If a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity signs this Notice of Guaranteed Delivery (or facsimile hereof), such person should so indicate when signing and submit with the Letter of Transmittal evidence satisfactory to the Exchange Agent of such person’s authority to so act.

3. Requests for Assistance or Additional Copies.  Questions, requests for assistance and requests for additional copies of the Prospectus and this Notice of Guaranteed Delivery may be directed to the Exchange Agent at the address set forth on the cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

5

EX-99.3

EXHIBIT 99.3

U.S. CONCRETE, INC.

Letter to The Depository Trust Company Participants

for

Tender of All Outstanding

83/8% Senior Subordinated Notes due 2014

Issued on July 5, 2006

in Exchange for

83/8% Senior Subordinated Notes due 2014

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2007 (THE “EXPIRATION DATE”), UNLESS SOONER TERMINATED OR EXTENDED. OUTSTANDING OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE FOR THE EXCHANGE OFFER.

To Depository Trust Company Participants:

We enclose a prospectus dated          , 2006 (the “Prospectus”) of U.S. Concrete, Inc. (the “Issuer”) and various subsidiaries of the Issuer which are providing guarantees of the notes referred to below, as set forth in the Prospectus (the “Guarantors”), relating to the offer to exchange the Issuer’s 83/8% Senior Subordinated Notes due 2014, guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Issuer’s issued and outstanding 83/8% Senior Subordinated Notes due 2014 issued on July 5, 2006 guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “Outstanding Old Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal. The offer to exchange the New Notes for the Outstanding Old Notes and the related documentation are referred to herein as the “Exchange Offer.”

We are also enclosing the following documents:

•  Letter of Transmittal (together with accompanying Substitute Form W-9 Guidelines);

•  Notice of Guaranteed Delivery; and

•  Letter of instructions that may be sent to your clients for whose account you hold Outstanding Old Notes in your name or in the name of your nominee, with space provided for obtaining such client’s instructions with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007, unless sooner terminated or extended.

The Exchange Offer is not conditioned on any minimum aggregate principal amount of Outstanding Old Notes being tendered for exchange.

Under the Letter of Transmittal, each holder of Outstanding Old Notes will represent to the Issuer and the Guarantors that:

•  such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Issuer or any Guarantor, or if such holder is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if such holder is a broker-dealer, it is not tendering Outstanding Old Notes acquired directly from the Issuer or any Guarantor,or an affiliate of the Issuer or any Guarantor, for its own account;

•  if such person is not a broker-dealer, it is not engaged in, and does not intend to participate in, a distribution (within the meaning of the Securities Act) of the New Notes;

•  such holder does not have an 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;

•  any new notes received by such holder are being acquired in the ordinary course of business of such holder;

•  if such holder is a broker-dealer that will receive New Notes for its own account in exchange for Outstanding Old Notes, those Outstanding Old Notes were acquired as a result of market-making activities or other trading activities, and it will deliver a Prospectus in connection with any resale of any New Notes; provided that, by so representing and by delivering a prospectus, it will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

•  such holder is not acting on behalf of any person who could not truthfully and completely make the foregoing representations.

The enclosed Letter to Clients contains an authorization by the beneficial owners of the Outstanding Old Notes for you to make the foregoing representations.

The Issuer and the Guarantors will not pay any fee or commission to any broker or dealer or to any other person (other than the Exchange Agent) in connection with the solicitation of tenders of Outstanding Old Notes pursuant to the Exchange Offer. The Issuer and the Guarantors will pay or cause to be paid any transfer taxes payable on the transfer of Outstanding Old Notes to it, except as otherwise provided in Instruction 7 of the enclosed Letter of Transmittal.

Additional copies of the enclosed material may be obtained from us or the Exchange Agent, Wells Fargo Bank, National Association, upon request.

Very truly yours,

U.S. Concrete, Inc.

2

EX-99.4

EXHIBIT 99.4

U.S. CONCRETE, INC.

Letter to Clients

for

Tender of All Outstanding

83/8% Senior Subordinated Notes due 2014

Issued on July 5, 2006

in Exchange for

83/8% Senior Subordinated Notes due 2014

The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007 (the “Expiration Date”), unless sooner terminated or extended. Outstanding Old Notes tendered in the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date for the Exchange Offer.

To Our Clients:

We are enclosing with this letter a prospectus dated          , 2006 (the “Prospectus”) of U.S. Concrete, Inc. (the “Issuer”) and the related Letter of Transmittal. These two documents together constitute the offer by the Issuer and various subsidiaries of the Issuer which are providing guarantees of the notes referred to below, as set forth in the Prospectus (the “Guarantors”), to exchange the Issuer’s 83/8% Senior Subordinated Notes due 2014, guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of issued and outstanding 83/8% Senior Subordinated Notes due 2014 issued on July 5, 2006, guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “Outstanding Old Notes”). The offer to exchange New Notes for Outstanding Old Notes and the related documentation are referred to herein as the “Exchange Offer.” The Exchange Offer is not conditioned on any minimum aggregate principal amount of Outstanding Old Notes being tendered for exchange.

We are the holder of record of Outstanding Old Notes held by us for your own account. A tender of your Outstanding Old Notes held by us can be made only by us as the record holder according to your instructions. We are furnishing the Letter of Transmittal to you for your information only. It cannot be used by you to tender Outstanding Old Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Outstanding Old Notes held by us for your account under the terms and conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations contained in the Letter of Transmittal.

Under the Letter of Transmittal, each holder of Outstanding Old Notes will represent to the Issuer and the Guarantors that:

•  such holder is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer or any Guarantor, or if such holder is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if such holder is a broker-dealer, it is not tendering Outstanding Old Notes acquired directly from the Issuer or any Guarantor, or from an affiliate of the Issuer or Guarantor, for its own account;

•  if such holder is not a broker-dealer, it is not engaged in, and does not intend to participate in, a distribution (within the meaning of the Securities Act) of the New Notes;

•  such holder does not have an 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;

•  any New Notes received by such holder are being acquired in the ordinary course of business of such holder;

•  if such holder is a broker-dealer who will receive New Notes for its own account in exchange for Outstanding Old Notes, those Outstanding Old Notes were acquired as a result of market-making activities or other trading activities, and it will deliver a Prospectus, as required by law, in connection with any resale of those New Notes; provided that, by so representing and by delivering a Prospectus, it will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

•  such holder is not acting on behalf of any person who could not truthfully and completely make the forgoing representations.

Very truly yours,

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Please return your instructions to us in the enclosed envelope within ample time to permit us to submit a tender on your behalf before the Expiration Date.

INSTRUCTION TO
DTC TRANSFER PARTICIPANT

To Participant of The Depository Trust Company:

The undersigned hereby acknowledges receipt and review of the prospectus dated          , 2006 (the “Prospectus”) of U.S. Concrete, Inc. (the “Issuer”) and the related Letter of Transmittal. These two documents together constitute the offer by the Issuer and various subsidiaries of the issuer which are providing guarantees of the notes referred to below, as set forth in the Prospectus (the “Guarantors”), to exchange its 83/8% Senior Subordinated Notes due 2014, guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “New Notes”), the issuance of which has been registered under the Securities Act of 1993, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding unregistered 83/8% Senior Subordinated Notes due 2014 issued on July 5, 2006, guaranteed, jointly and severally, on a senior subordinated unsecured basis, by the Guarantors (the “Outstanding Old Notes”). The offer to exchange New Notes for Outstanding Old Notes and the relevant documentation are referred to herein as the “Exchange Offer.”

This will instruct you, the registered holder and the DTC participant, as to the action to be taken by you relating to the Exchange Offer for the Outstanding Old Notes held by you for the account of the undersigned.

The aggregate principal amount of the Outstanding Old Notes held by you for the account of the undersigned is (fill in amount):

	Principal
Title of Series	Amount
U.S. Concrete, Inc. 83/8% Senior Subordinated Notes due 2014

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o  To TENDER all Outstanding Old Notes held by you for the account of the undersigned.

o  To TENDER the following amount of Outstanding Old Notes held by you for the account of the undersigned:

	Principal
Title of Series	Amount
U.S. Concrete, Inc. 83/8% Senior Subordinated Notes due 2014

o  NOT to TENDER any Outstanding Old Notes held by you for the account of the undersigned.

If no box is checked, a signed and returned Instruction to DTC Participant will be deemed to instruct you to tender all Outstanding Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Outstanding Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations contained in the Letter of Transmittal that are to be made to the Issuer with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that:

(i) the undersigned is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer or any Guarantor, or if the undersigned is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

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(ii) if the undersigned is a broker-dealer, it is not tendering Outstanding Old Notes acquired directly from the Issuer or any Guarantor, or from an affiliate of the Issuer or Guarantor, for its own account;

(iii) if the undersigned is not a broker-dealer, it is not engaged in, and does not intend to participate in, a distribution (within the meaning of the Securities Act) of New Notes;

(iv) the undersigned does not have an 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;

(v) any New Notes received by the undersigned are being acquired in the ordinary course of business of the undersigned;

(vi) if the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Outstanding Old Notes, those Outstanding Old Notes were acquired as a result of market-making activities or other trading activities, and it will deliver a Prospectus, as required by law, in connection with any resale of those New Notes; provided that, by so representing and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

(vii) the undersigned is not acting on behalf of any person who could not truthfully and completely make the forgoing representations

SIGN HERE

Name of beneficial owner(s): 

Signature(s): 

Name(s) (please print): 

Address: 

Telephone Number: 

Taxpayer Identification or Social Security Number: 

Date: 

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