[DATE]

U.S. Aggregates, Inc.
400 South El Camino Real
Suite 500
San Mateo, CA  94402


Deutsche Banc Securities Inc.
135 East Baltimore Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

         The undersigned understands that Deutsche Banc Securities Inc.
("Deutsche Banc"), as representative (the "Representative") of the several
underwriters (the "Underwriters"), propose to enter into an Underwriting
Agreement (the "Underwriting Agreement") with U.S. Aggregates, Inc. (the
"Company"), providing for the initial public offering by the Underwriters,
including the Representative, of common stock (the "Common Stock"), of the
Company (the "Public Offering").

In consideration of the Underwriters' agreement to make the Initial Public
Offering and for other good and valuable consideration, receipt and sufficiency
of which is hereby acknowledged, the undersigned agrees that, without the prior
written consent of Deutsche Banc, the undersigned will not, directly or
indirectly offer, sell, pledge, contract to sell, (including any short sale),
grant any option to purchase or otherwise dispose of any shares of Common Stock
(including, without limitation, shares of Common Stock of the Company which may
be deemed to be beneficially owned by the undersigned on the date hereof in
accordance with the rules and regulations of the Securities and Exchange
Commission and shares of Common Stock which may be issued upon exercise of a
stock option or warrant) or enter into any Hedging Transaction (as defined
below) relating to the Common Stock (each of the foregoing referred to as a
"Disposition") for a period of 180 days after the effective date of the
registration statement relating to the Public Offering (the "Lock-Up Period").
The foregoing restriction is expressly intended to preclude the undersigned from
engaging in any Hedging Transaction or other transaction which is designed to or
reasonably expected to lead to or result in a Disposition during the Lock-Up
Period even



U.S. Aggregates, Inc.
Deutsche Banc Securities Inc.
[DATE]
Page
2

if the securities would be disposed of by someone other than the undersigned.
"Hedging Transaction" means any short sale (whether or not against the box) or
any purchase, sale or grant of any right (including, without limitation, any put
or call option) with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Common Stock.

         Notwithstanding the foregoing, the undersigned may transfer any or all
of the Shares by gift, will or intestacy; provided, however, that in any such
case it shall be a condition to the transfer that the transferee execute an
agreement stating that the transferee is receiving and holding the Shares
subject to the provisions of this Agreement, and there shall be no further
transfer of such Shares except in accordance with this Agreement.

         Without limiting the restrictions herein, any Disposition by the
undersigned shall remain at all times subject to applicable securities laws,
including without limitation the resale restrictions imposed by Rule 144
promulgated under the Securities Act of 1933.

         The undersigned agrees that the Company may, and that the undersigned
will, (i) with respect to any shares for which the undersigned is the record
holder, cause the transfer agent for the Company to note stop transfer
instructions with respect to such shares on the transfer books and records of
the Company and (ii) with respect to any shares for which the undersigned is the
beneficial holder but not the record holder, cause the record holder of such
shares to cause the transfer agent for the Company to note stop transfer
instructions with respect to such shares on the transfer books and records of
the Company.

         The undersigned understands that the Company, the Underwriters and the
Representatives will proceed with the Public Offering in reliance on this
Lock-up Agreement.



U.S. Aggregates, Inc.
Deutsche Banc Securities Inc.
[DATE]
Page
3

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.

                                               Very truly yours,


                                               ___________________________
______

Number of shares owned or                      Certificate numbers:
subject to warrants, options
or convertible securities:

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