CANCELLATION OF PROFESSIONAL SERVICES AGREEMENT CANCELLATION OF PROFESSIONAL SERVICES AGREEMENT ("CANCELLATION AGREEMEENT"), dated as of July 9, 1999, by and between Golder, Thoma, Cressey, Rauner, Inc., a Delaware corporation ("GTCR"), and U.S....

                CANCELLATION OF PROFESSIONAL SERVICES AGREEMENT

          CANCELLATION OF PROFESSIONAL SERVICES AGREEMENT ("CANCELLATION
AGREEMEENT"), dated as of July 9, 1999, by and between Golder, Thoma,
Cressey, Rauner, Inc., a Delaware corporation ("GTCR"), and U.S. Aggregates,
Inc., a Delaware corporation (the "COMPANY").

          WHEREAS, GTCR and the Company (f/k/a USAI Acquisition Corp.) are
parties to that certain Professional Services Agreement, dated as of January
24, 1994 (the "PROFESSIONAL SERVICES AGREEMENT");

          WHEREAS, the Company is contemplating an initial public offering of
its Common Stock (the "INITIAL PUBLIC STOCK OFFERING"); and

          WHEREAS, GTCR and the Company no longer wish to be bound by the
Professional Services Agreement;

          NOW, THEREFORE, in consideration of the foregoing premises, GTCR
and the Company hereby agree to cancel the Professional Services Agreement
effective upon consummation of the Initial Public Stock Offering.

          IN WITNESS WHEREOF, GTCR and the Company have caused this
Cancellation Agreement to be duly executed and delivered this 9th day of
July, 1999.



                             GOLDER, THOMA, CRESSEY, RAUNER, INC.

                             By:       /S/ XXXXX X. XXXXXXX
                                   -----------------------------------

                             Its:  Principal



                             U.S. AGGREGATES, INC.

                             By:       /S/ XXXXXXX X. XXXXX
                                   -----------------------------------

                             Its:  Executive Vice President