UNITED STATES OF AMERICA,                       Plaintiff,                   v. FLORIDA ROCK INDUSTRIES, INC.;     HARPER BROS., INC.; COMMERCIAL TESTING, INC.; and DANIEL R. HARPER,                   Defendants.

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Civil No.: 99-516-CIV-J-20A Filed:

1. The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the United States District Court for the Middle District of Florida.

2. The parties stipulate that a Final Judgment in the form hereto attached may be filed and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that the United States has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with the Court, on or before September 15, 1999.

3. Defendants shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment or until expiration of time for all appeals of any court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation by the parties, comply with all the terms and provisions of the proposed Final Judgment as though they were in full force and effect as an order of the Court.

4. Defendants shall not consummate the transaction sought to be enjoined by the Complaint herein before the Court has signed the Hold Separate Stipulation and Order.

5. This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

6. In the event (a) the United States has withdrawn its consent, as provided in paragraph 2 above, or (b) the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

7. Defendants represent that the divestiture ordered in the proposed Final Judgment can and will be made, and that the defendants will later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained therein.

Dated: May 25, 1999

FOR PLAINTIFF UNITED STATES: _______________/s/________________ Frederick H. Parmenter U.S. Department of Justice Antitrust Division Litigation II Section Suite 3000 Washington, D.C.  20530 Telephone: (202) 307-0620 Facsimile: (202) 307-6283

FOR DEFENDANT FLORIDA: ROCK INDUSTRIES, INC.: _______________/s/________________ Eugene J. Meigher Arent Fox 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5339 Telephone: (202) 857-6048 Facsimile: (202) 857-6395 _______________/s/________________ Lewis S. Lee LeBoeuf, Lamb, Greene & MacRae 50 N. Laura Street Jacksonville, Florida  32202-3650 Telephone: (904) 630-5322 Facsimile: (904) 353-1673 FOR DEFENDANTS HARPER BROS., INC., COMMERCIAL TESTING, INC. AND DANIEL R. HARPER _______________/s/________________ Neil Imus Vinson & Elkins L.L.P. The Willard Office Building 1455 Pennsylvania Avenue, N.W. Washington, D.C.  20004-1008 Telephone: (202) 639-6675 Facsimile: (202) 639-6604

APPROVED FOR ENTRY and ORDERED¹  this 27th day of May, 1999, at Jacksonville, Florida.

_______________/s/________________ UNITED STATES DISTRICT JUDGE

FOOTNOTES

¹ Final Judgement and Proposed Final Judgement mean the same thing.