EXECUTIVE SEVERANCE AGREEMENT

This Executive Severance Agreement (“Agreement”), including the attached Exhibit “A,” which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and Gary J. Konnie (“Executive”).  This Agreement is effective as of July 31, 2007 (the “Effective Date”).  The Company and Executive agree as follows:

1.1            Termination By the Company .  The Company may terminate Executive’s employment for any of the following reasons:

 a.            Termination for Cause .  For “Cause” upon the determination by a majority of the Company’s Board of Directors that “Cause” exists to terminate Executive’s employment.  “Cause” means (i) Executive’s gross negligence, willful misconduct, or willful neglect in the performance of the material duties and services of Executive to the Company in his current Position (as set forth on Exhibit “A” or any Position to which Executive has been promoted (provided Executive has accepted such promotion); (ii) Executive’s final conviction of a felony by a trial court, or Executive’s entry of a plea of nolo contendere to a felony charge; (iii) any criminal indictment of Executive relating to an event or occurrence for which Executive was directly responsible which, in the business judgment of a majority of the Company’s Board of Directors, exposes the Company to ridicule, shame or business or financial risk; or (iv) a material breach by Executive of any material provision of this Agreement.  If the Company terminates Executive’s employment for Cause, Executive shall be entitled only to Executive’s (a) pro rata Monthly Base Salary (as defined in Exhibit “A”) through the date of such termination, and (b) unused vacation days earned the year prior to the year in which Executive’s termination for Cause occurs, plus pro rata vacation days earned for the year in which Executive’s termination for Cause occurs.  All future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company’s compensation and/or benefit plans, shall cease as of the date of such termination.  In the case of a termination for Cause under subpart (i) above, (a) all stock options previously granted by the Company to Executive that are vested on the date of termination for Cause shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable for a period of 90 days following the date of termination for Cause (or, if earlier, the expiration of their term), (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination for Cause shall terminate immediately and (c) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.  In the case of a termination for Cause under subparts (ii), (iii) or (iv) above, (y) all stock options previously granted by the Company to Executive (whether or not vested) shall terminate immediately and (z) all restricted stock, restricted stock units and other awards that have not vested prior to the date of termination for Cause shall be cancelled to the extent not then vested.

b.            Involuntary Termination .  Without Cause at the Company’s option at any time, with or without notice and for any reason whatsoever, other than death, disability or for Cause, in the sole discretion of the Company (“Involuntary Termination”).  Upon an Involuntary Termination, Executive shall receive all of the following severance benefits (provided, however, that, in the event of an Involuntary Termination in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):

(i)           a lump-sum payment in cash (in accordance with Section 4.10) equal to the Monthly Base Salary in effect on the date of Involuntary Termination multiplied by 12, together with a prorated amount of Monthly Base Salary for any partial month in which such termination occurs;

(ii)          a lump-sum payment in cash (in accordance with Section 4.10) equal to the amount of Executive’s (a) target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the Involuntary Termination, and (b) unused vacation days earned the year prior to the year in which Executive’s Involuntary Termination occurs, plus pro rata vacation days earned in the year in which Executive’s Involuntary Termination occurs;

(iii)         provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the benefit of Executive (and his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time; and

(iv)        all stock options, restricted stock awards, restricted stock units and similar awards granted to Executive by the Company prior to the date of Involuntary Termination shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full on the date of Involuntary Termination and shall remain outstanding and in effect in accordance with their respective terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse on the date of Involuntary Termination.  Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term.

c.            Death/Disability .  Upon Executive’s (i) death, or (ii) becoming unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (iii) termination of employment as a result of becoming permanently and totally unable to perform Executive’s duties hereunder as a result of any physical or mental impairment supported by a written opinion by a physician selected by the Company who is reasonably acceptable to Executive.  Upon termination of employment due to such death or disability, Executive or Executive’s heirs shall be entitled to receive all severance benefits described in Section 1.1.b. as if Executive’s employment ended due to an Involuntary Termination by the Company as of the date of death, date of disability as described in (ii) above, or as of the date of termination due to permanent and total incapacity as described in (iii) above, except that with respect to severance benefits relating to stock options upon termination of employment due to death or disability,  (a) all stock options previously granted by the Company to Executive that are vested on the date of termination shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock option awards, remain outstanding and continue to be exercisable in accordance with their terms and (b) all stock options previously granted by the Company to Executive that are not vested on the date of termination shall terminate immediately.

1.2          Termination By Executive .  Executive may terminate Executive’s employment for any of the following reasons:

a.            Termination for Good Cause .  For “Good Cause” upon determination by Executive that Good Cause exists to terminate Executive’s employment.  “Good Cause” means, without Executive’s consent, (i) a diminution in Executive’s then current Monthly Base Salary, (ii) a material change in the location of Executive’s principal place of employment by the Company from the “Location” set out on Exhibit “A,” (iii) any material diminution in Executive’s Position from that set out on Exhibit “A” or any title or Position to which Executive has been promoted, (iv) any material diminution of Executive’s authority, duties, or responsibilities from those commensurate and consistent with the character, status and dignity appropriate to Executive’s Position or any title or Position to which Executive has been promoted (provided, however, that if at any time Executive ceases to have such duties and responsibilities as are commensurate and consistent with his Position that are associated with a publicly traded company because the Company ceases to have any securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or ceases to be required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, then Executive’s authority, duties and responsibilities will not be deemed to have been materially diminished solely due to the cessation of such publicly-traded company duties and responsibilities), (v) any material breach by the Company of any material provision of this Agreement, or (vi) any restructuring of Executive’s direct reporting relationship such that Executive does not report to the Company’s Chief Executive Officer, any of which remain uncorrected for 30 days following Executive’s written notice to the Company of Good Cause.  Executive must provide such written notice to the Company of Good Cause within 90 days of the existence of such condition.  Upon Executive’s termination for Good Cause, Executive shall receive all of the following severance benefits (provided, however, that, in the event of a termination for Good Cause in circumstances in which the provisions of Section 1.3 would be applicable, the provisions of Section 1.3 will instead apply):

(i)           a lump-sum payment in cash (in accordance with Section 4.10) equal to the Monthly Base Salary in effect on the date of termination for Good Cause multiplied by 12, together with a prorated amount of Monthly Base Salary for any partial month in which such termination occurs;

(ii)          a lump-sum payment in cash (in accordance with Section 4.10) equal to the amount of Executive’s (a) target bonus for such bonus year, prorated based on the number of days in the bonus year that have elapsed prior to the termination for Good Cause; and (b) unused vacation days earned the year prior to the year in which Executive’s termination for Good Cause occurs, plus pro rata vacation days earned in the year in which Executive’s termination for Good Cause occurs;

(iii)         provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the benefit of Executive (and his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time; and

(iv)        all stock options, restricted stock awards, restricted stock units and similar awards granted to Executive by the Company prior to the date of termination for Good Cause shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full on the date of termination for Good Cause and shall remain outstanding and in effect in accordance with their respective terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse on the date of termination for Good Cause.  Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term.

b.            Voluntary Termination .  For any other reason whatsoever, in Executive’s sole discretion.  Upon such voluntary termination by Executive for any reason other than Good Cause (a “Voluntary Termination”), all of Executive’s future compensation and benefits, other than benefits to which Executive is entitled under the terms of the Company’s compensation and/or benefit plans, shall cease as of the date of Voluntary Termination, and Executive shall be entitled only to (a) pro rata Monthly Base Salary through such date of Voluntary Termination; and (b) unused vacation days earned the year prior to the year in which Executive’s Voluntary Termination occurs, plus pro rata vacation days earned for the year in which Executive’s Voluntary Termination occurs.  In the case of a Voluntary Termination, (i) all stock options previously granted by the Company to Executive that are vested on the date of Voluntary Termination will remain outstanding and continue to be exercisable by Executive until 90 days after the date of Voluntary Termination (or, if earlier, the expiration of their term), and (ii) all restricted stock, restricted stock units or other awards that have not vested prior to the date of Voluntary Termination shall be cancelled to the extent not then vested.

1.3            Termination Following Change In Control .  In the event a Change in Control (as defined herein) occurs and within one year after the date of the Change in Control either (a) Executive terminates his employment for Good Cause or (b) the Company or any successor (whether direct or indirect and whether by purchase, merger, consolidation, share exchange or otherwise) to substantially all of the business, properties and/or assets of the Company makes an Involuntary Termination of Executive’s employment, then in either case the Company or its successor shall be required to provide Executive, and Executive shall receive, all of the following Change in Control benefits:

(ii)           a lump-sum payment in cash (payable on the termination date) equal to the unused vacation days earned the year prior to the year in which Executive’s employment is terminated, plus pro rata vacation days earned in the year in which Executive’s employment is terminated;

(iii)          provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the benefit of Executive (and his covered dependents as of the date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time; and

(iv)          all stock options, restricted stock awards, restricted stock units and similar awards granted to Executive by the Company prior to the termination date shall vest in accordance with Section 3.2.

1.4            Offset .  In all cases, the compensation and benefits payable to Executive under this Agreement upon termination of Executive’s employment shall be offset by any undisputed amounts that Executive then owes to the Company.

1.5            One Recovery .  In the event of termination of Executive’s employment, Executive shall be entitled, if at all, to only one set of severance benefits or Change in Control benefits, as applicable, provided in this Agreement.

1.6            Certain Obligations Continue .  Upon termination of Executive’s employment, all rights and obligations of Executive and the Company or its successor under this Agreement shall cease as of the effective date of termination except that (i) Executive’s obligations under Article 2 and Sections 4.1 and 4.4 of this Agreement and the Company’s or its successor’s obligations under Article 3 and Sections 1.1, 1.2, 1.3, 2.6, 4.1 and 4.4 and the Company’s or its successor’s obligations to provide any severance benefits or Change in Control benefits to Executive shall survive such termination in accordance with their terms, and (ii) Executive shall be entitled to receive all compensation (including bonus) earned and benefits and reimbursements due through the effective date of termination as provided herein.

1.7            Notice of Termination .  Any termination of Executive’s employment shall be communicated by Notice of Termination to the non-terminating party, given in accordance with this Agreement.  For purposes of this Agreement, “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifies the termination date, if such date is other than the date of receipt of such notice.

2.1            Company Property .  All written materials, records, data, and other documents prepared by Executive during Executive’s employment by the Company are Company property.  All information, ideas, concepts, improvements, discoveries, and inventions that are conceived, made, developed, or acquired by Executive individually or in conjunction with others during Executive’s employment (whether during business hours and whether on the Company’s premises or otherwise) which relate to the Company’s business, products, or services are the Company’s sole and exclusive property.  All memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps, and all other documents, data, or materials of any type embodying such information, ideas, concepts, improvements, discoveries, and inventions are the Company’s property.  At the termination of Executive’s employment with the Company for any reason, Executive shall return all of the Company’s documents, data, or other Company property, including all copies, to the Company.

2.2            Confidential Information; Non-Disclosure .  Executive acknowledges that the business of the Company and its affiliated entities is highly competitive and that the Company will provide Execut