U S AGGREGATES INC
TERMINATION AND RELEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>termagt.txt
<DESCRIPTION>TERMINATION AND RELEASE AGREEMENT
<TEXT>

                        TERMINATION AND RELEASE AGREEMENT


     THIS TERMINATION AND RELEASE  AGREEMENT (the "Agreement") is made as of the
12th  day  October,  2001,  by  and  among  SRM  AGGREGATES,  INC.,  an  Alabama
corporation, BRADLEY STONE & SAND, INC., a Tennessee corporation, BHY READY MIX,
INC.,  a Tennessee  corporation,  DEKALB  STONE,  INC.,  a Georgia  corporation,
MULBERRY ROCK CORPORATION, a Georgia corporation,  BAMA CRUSHED CORPORATION,  an
Alabama corporation,  GROVE MATERIALS  CORPORATION,  a Georgia corporation (each
individually a "Seller" and collectively "Sellers"), and U.S. AGGREGATES,  INC.,
a Delaware corporation ("Parent"), and FLORIDA ROCK INDUSTRIES,  INC., a Florida
corporation ("Buyer").

                                    RECITALS

     A. Sellers, Parent and Buyer entered into an Asset Purchase Agreement dated
as July 11, 2001 (the "Purchase Agreement"), pursuant to which Sellers agreed to
sell, and Buyer agreed to purchase, substantially all of the assets of Sellers.

     B. Sellers, Parent and Buyer agree that it is in each party's best interest
to terminate the Purchase  Agreement and to release each other from liability in
connection  with the Purchase  Agreement,  all on the terms and  conditions  set
forth in this Agreement.

     NOW, THEREFORE,  in consideration of the premises,  the mutual covenants of
the  parties   contained  in  this   Agreement   and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of which are hereby  irrevocably
acknowledged, the parties agree as follows:

                                   AGREEMENTS

     1.  Termination  of  Purchase  Agreement.  Effective  October 12, 2001 (the
"Termination  Date"),  the Purchase  Agreement shall be and is hereby terminated
and deemed null, void and of no force and effect whatsoever, except with respect
to the  obligations  of the Buyer under  Section  9.5(b) and (c) with respect to
confidential information of the Sellers (the "Confidentiality  Obligations") and
with respect to the  obligations  of the Sellers and Buyer to pay expenses under
Section 9.6 of the Purchase  Agreement  (the  "Expense  Obligations").  Sellers,
Parent and Buyer  shall  have no  further  obligations  or  liability  under the
Purchase   Agreement,   except  that  the  Buyer  shall  continue  to  have  the
Confidentiality  Obligations  and the Sellers  and Buyer shall  continue to have
their respective Expense Obligations. Sellers, Parent and Buyer hereby waive the
termination  provisions  set forth in Article VII of the Purchase  Agreement and
consent  to  termination  of the  Purchase  Agreement  without  regard  to  such
provisions.

     2. Payments.  Within ten (10) days following the  termination  date,  Buyer
will pay SRM Aggregates,  Inc.  ("SRM")  $6,772.32 for the costs incurred by SRM
for the  termination  of circuit  installations  and/or  upgrades  ordered  from
BellSouth  and ICI at the request of Buyer.  This  payment will be made via wire
transfer of immediately  available funds to an account  designated in writing by
SRM.

     3. Return of  Confidential  Information.  Not later than  fifteen (15) days
following the Termination Date, the Buyer and its representatives will return to
Sellers all originals of and will use commercially  reasonable efforts to locate
and destroy copies of all memoranda,  notes, plans,  records,  documentation and
other  materials  obtained  from  Sellers in  connection  with the  transactions
contemplated by the Purchase Agreement which Buyer may possess or have under its
control.  The foregoing  obligation is not intended to limit and shall not limit
Buyer's Confidentiality Obligations.

     4.  Release of Sellers  and  Parent.  Buyer  hereby  releases  and  forever
discharges  each of the  Sellers  and  Parent  of and from  any and all  claims,
demands, causes of actions, obligations,  damages, and liabilities of any nature
whatsoever,  whether in  contract,  tort,  or  otherwise  and whether or not now
known,  suspected, or claimed, which Buyer ever had, now has, or claimed to have
against  any of the Sellers or Parent  arising out of or in any way  relating to
the  Purchase  Agreement or the  transactions  contemplated  thereby,  including
without  limitation  any breach  thereof or any  failure to perform  thereunder;
provided,  however,  that the Buyer does not release the Sellers with respect to
any breaches by the Sellers of their  Expense  Obligations  occurring  after the
Termination  Date. Buyer hereby  covenants and agrees never to commence,  aid in
any way, prosecute,  or cause or permit to be commenced or prosecuted any future
action or other proceeding based on any such claims,  demands, causes of action,
damages, or liabilities.

     5.  Release of Buyer.  Each of the Sellers and Parent  hereby  releases and
forever  discharges  Buyer of and from any and all  claims,  demands,  causes of
actions, obligations, damages, and liabilities of any nature whatsoever, whether
in contract,  tort,  or otherwise  and whether or not now known,  suspected,  or
claimed,  which any of the  Sellers of Parent  ever had,  now has, or claimed to
have  against  Buyer  arising  out of or in any  way  relating  to the  Purchase
Agreement or the transactions contemplated thereby, including without limitation
any breach thereof or any failure to perform thereunder; provided, however, that
the Sellers and the Parent do not release the Buyer with respect to any breaches
by the  Buyer of the  Confidentiality  Obligations  or the  Expense  Obligations
occurring  after the  Termination  Date.  Each of the Sellers and Parent  hereby
covenants and agrees never to commence,  aid in any way, prosecute,  or cause or
permit to be commenced or prosecuted any future action or other proceeding based
on any such claims, demands, causes of action, damages, or liabilities.

     6. Representations.  Sellers represent and warrant that since the effective
date of the  Purchase  Agreement,  Sellers  have not  negotiated  with any third
parties  for the  sale of the  assets  which  are the  subject  of the  Purchase
Agreement,  Sellers are not presently negotiating with any third parties for the
sale of the assets which are the subject of the Purchase Agreement,  and Sellers
have no present  intent to sell to any third  parties  the assets  which are the
subject of the Purchase Agreement.

     7.  Entire  Agreement;  Amendments.  This  Agreement  shall  supersede  the
Purchase   Agreement   in  its   entirety   (other  than  with  respect  to  the
Confidentiality Obligations and the Expense Obligations) and contains the entire
understanding  of the parties  with respect to the  termination  of the Purchase
Agreement  and any  rights  and duties  arising  under or from it.  There are no
restrictions,  agreements,  promises,  warranties,  covenants  or  undertakings,
written or oral,  between the parties with respect to the subject  matter herein
other than those expressly set forth herein.  This Agreement may not be altered,
modified, or amended except by written instrument signed by the parties hereto.

     8.  Severability.  In the event that any one or more of the  provisions  of
this  Agreement  shall be or become  invalid,  illegal or  unenforceable  in any
respect,  the validity,  legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.

     9. Successors; Binding Agreement. This Agreement shall inure to the benefit
of and be  binding  upon  the  personal  or  legal  representatives,  executors,
administrators,  successors, including successors to all or substantially all of
the stock, business and/or assets of the parties.

     10. Counterparts. This Agreement may be signed in one or more counterparts,
each of  which  shall  be an  original,  but all of which  taken  together  will
constitute one and the same instrument.

     11. Parties in Interest. Nothing in this Agreement,  express or implied, is
intended  to confer  on any  person or entity  other  than the  parties  to this
Agreement  and their  respective  successors  and assigns any rights or remedies
under or by virtue of this Agreement.

     12.  Governing Law. All issues and questions  concerning the  construction,
validity, enforcement and interpretation of this Agreement shall be governed by,
and  construed in  accordance  with,  the laws of the State of Florida,  without
giving  effect to any  choice  of law or  conflict  of law  rules or  provisions
(whether of the State of Florida or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Florida.

     13. Arbitration Procedures.

          (a) The parties hereto agree that the arbitration  procedure set forth
below shall be the sole and exclusive  method for resolving and remedying claims
for money  damages  arising  out of this  Agreement  and the  provisions  of the
Purchase  Agreement that survive the Termination  Date as set forth in Section 1
above (the "Disputes"). Nothing in this Section 12 shall prohibit a party hereto
from instituting  litigation to enforce any Final  Determination  (as defined in
subsection  (e) below) or  availing  itself of the other  remedies  set forth in
Section  9.5(c) of the Purchase  Agreement.  The parties hereto hereby agree and
acknowledge  that,  except as  otherwise  provided in this  Section 12 or in the
Commercial  Arbitration  Rules of the American  Arbitration  Association,  as in
effect from time to time, the arbitration procedures and any Final Determination
hereunder  shall be governed  by, and shall be enforced  pursuant to the Uniform
Arbitration Act of the State of Florida.

          (b) In the event that any party  hereto  asserts  that there  exists a
Dispute,  such party shall deliver a written notice to each other party involved
therein  specifying the nature of the asserted  Dispute and requesting a meeting
to attempt to resolve the same. If no such resolution is reached within ten (10)
business  days after such  delivery of such notice,  the party  delivering  such
notice of Dispute (the "Disputing  Person") may, within forty-five (45) business
days after delivery of such notice, commence arbitration hereunder by delivering
to each  other  party  involved  therein a notice of  arbitration  (a "Notice of
Arbitration").  Such Notice of Arbitration shall specify the matters as to which
arbitration  is sought,  the nature of any Dispute,  the claims of each party to
the arbitration and shall specify the amount and nature of any damages,  if any,
sought to be recovered as a result of any alleged  claim,  and any other matters
required  by  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association, as in effect from time to time, to be included therein, if any.

          (c) Buyer and  Sellers  shall each select one  independent  arbitrator
expert in the subject  matter of the Dispute (the  arbitrators so selected shall
be  referred  to herein  as  "Buyer's  Arbitrator"  and  "Sellers'  Arbitrator,"
respectively).  In the event that either  party  fails to select an  independent
arbitrator as set forth herein within twenty (20) days from delivery of a Notice
of Arbitration,  then the matter shall be resolved by the arbitrator selected by
the other party. Sellers' Arbitrator and Buyer's Arbitrator shall select a third
independent  arbitrator  expert in the subject  matter of the  dispute,  and the
three  arbitrators  so  selected  shall  resolve  the  matter  according  to the
procedures  set forth in this  Section  12. If Sellers'  Arbitrator  and Buyer's
Arbitrator  are unable to agree on a third  arbitrator  within  twenty (20) days
after their  selection,  Sellers'  Arbitrator and Buyer's  Arbitrator shall each
prepare a list of three independent arbitrators. Sellers' Arbitrator and Buyer's
Arbitrator  shall each have the  opportunity to designate as  objectionable  and
eliminate  one  arbitrator  from the other  arbitrator's  list within seven days
after submission thereof, and the third arbitrator shall then be selected by lot
from the arbitrators remaining on the lists submitted by Sellers' Arbitrator and
Buyer's Arbitrator.

          (d) The  arbitrator(s)  selected pursuant to subsection (c) above will
determine the allocation of the costs and expenses of arbitration based upon the
percentage  which the portion of the contested  amount not awarded to each party
bears to the amount  actually  contested by such party.  For  example,  if Buyer
submits a claim for  $1,000,  and if  Sellers  contest  only $500 of the  amount
claimed by Buyer, and if the  arbitrator(s)  ultimately  resolves the dispute by
awarding  Buyer  $300 of the $500  contested,  then the  costs and  expenses  of
arbitration  will be allocated 60% (i.e. 300 / 500) to Sellers and 40% (i.e. 200
/ 500) to Buyer.

          (e)  The   arbitration   shall  be  conducted   under  the  Commercial
Arbitration Rules of the American Arbitration Association as in effect from time
to time,  except as modified by the agreement of all parties.  The arbitrator(s)
shall so conduct the arbitration  that a final result,  determination,  finding,
judgment and/or award (the "Final Determination") is made or rendered as soon as
practicable,  but in no event later than the later of ninety (90)  business days
after the  delivery  of the Notice of  Arbitration  and ten (10) days  following
completion of the arbitration.  The Final  Determination must be agreed upon and
signed by the sole  arbitrator or by at least two of the three  arbitrators  (as
the case may be).  The Final  Determination  shall be final and  binding  on all
parties  and  there  shall  be no  appeal  from or  reexamination  of the  Final
Determination, except for fraud, perjury, evident partiality or misconduct by an
arbitrator  prejudicing  the rights of any party and except to correct  manifest
clerical errors.

          (f) Buyer and Sellers may enforce any Final Determination in any state
or federal court having  jurisdiction  over the Dispute.  For the purpose of any
action or proceeding  instituted with respect to any Final  Determination,  each
party hereto  hereby  irrevocably  submits to the  jurisdiction  of such courts,
irrevocably  consents to the service of process by  registered  mail or personal
service and hereby  irrevocably  waives, to the fullest extent permitted by law,
any objection  which it may have or hereafter have as to personal  jurisdiction,
the  laying of the venue of any such  action or  proceeding  brought in any such
court and any claim that any such action or proceeding brought in such court has
been brought in any inconvenient forum.

          (e) If any party shall fail to pay the amount of any damages,  if any,
assessed  against it within ten (10) days of the  delivery to such party of such
Final Determination, the unpaid amount shall bear interest from the date of such
delivery at the lesser of(i) the prime rate, as declared by Citibank,  N.A. from
time to time (which rate shall be adjusted on the effective  date of each change
in such rate) (the "Prime Rate") plus 300 basis points and (ii) the maximum rate
permitted by applicable usury laws.  Interest on any such unpaid amount shall be
compounded  semiannually,  computed on the basis of a 365-day  year and shall be
payable on demand.  In addition,  such party shall promptly  reimburse the other
party for all  reasonable  costs or  expenses  of any nature or kind  whatsoever
(including but not limited to reasonable attorneys' fees) incurred in seeking to
collect such damages or to enforce any Final Determination.

















                   [Signatures appear on the following pages.]



<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.



                            SELLERS:

                            SRM AGGREGATES, INC.


                            By:_________________________________
                            Its:_________________________________



                            BRADLEY STONE & SAND, INC.


                            By:_________________________________
                            Its:_________________________________



                            BHY READY MIX, INC.


                            By:_________________________________
                            Its:_________________________________



                            DEKALB STONE, INC.


                            By:_________________________________
                            Its:_________________________________



                            MULBERRY ROCK CORPORATION


                            By:_________________________________
                            Its:_________________________________



                            BAMA CRUSHED CORPORATION


                            By:_________________________________
                            Its:_________________________________



                            GROVE MATERIALS CORPORATION


                            By:_________________________________
                            Its:_________________________________



                            PARENT:

                            U.S. AGGREGATES, INC.


                            By:_________________________________
                            Its:_________________________________



                            BUYER:

                            FLORIDA ROCK INDUSTRIES, INC.


                            By:_________________________________
                            Its:_________________________________



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