SC 13E3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Meadow Valley Corporation

(Name of the Issuer)

Meadow Valley Corporation

Phoenix Parent Corp.

Phoenix Merger Sub, Inc.

Insight Equity I LP

Insight Equity GP I LP

Insight Equity Holdings I LLC

Bradley E. Larson

Kenneth D. Nelson

(Name of Persons Filing Statement)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

583185103

(CUSIP Number of Class of Securities)

Bradley E. Larson
President and Chief Executive Officer
Meadow Valley Corporation
4602 East Thomas Road
Phoenix, Arizona 85018
(602) 437-5400 Insight Equity I LP
c/o Insight Equity Management Company LLC
1400 Civic Place, Suite 250
Southlake, Texas 76092
Attn: Conner Searcy
(817) 488-7775

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Persons Filing Statement)

with copies to:

Gregory R. Hall, Esq.
DLA Piper LLP (US)
2415 E. Camelback Road
Suite 700
Phoenix, Arizona 85016
(480) 606-5100 Ronald J. Lieberman, Esq.
Hunton & Williams LLP
Bank of America Plaza
Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4139 Robert S. Kant, Esq.
Brian H. Blaney, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Road
Suite 700
Phoenix, Arizona 85016
(602) 445-8000

This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  þ

Check the following box if this is a final amendment reporting the results of the transaction:  o

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$59,986,526	$2,358

*	Calculated solely for the purpose of determining the filing fee. The maximum aggregate transaction value was determined based upon the sum of (a) the product of (i) 5,180,654 shares of Meadow Valley Corporation common stock outstanding on September 16, 2008 and (ii) the merger consideration of $11.25 per share and (b) the product of (i) 266,693 shares of Meadow Valley Corporation common stock subject to currently outstanding options and (ii) the excess of $11.25 over $4.86, the weighted average exercise price with respect to such options (the “Total Consideration”).
**	The filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, was determined by multiplying 0.0000393 by the Total Consideration.
þ	Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,358

Form or Registration No.: Schedule 14A

Filing Party: Meadow Valley Corporation

Date Filed: September 19, 2008

TABLE OF CONTENTS

Introduction			1
	Item 1.	Summary Term Sheet	1
	Item 2.	Subject Company Information	2
	Item 3.	Identity and Background of Filing Person	2
	Item 4.	Terms of the Transaction	3
	Item 5.	Past Contacts, Transactions, Negotiations and Agreements	3
	Item 6.	Purposes of the Transaction and Plans or Proposals	4
	Item 7.	Purposes, Alternatives, Reasons and Effects	5
	Item 8.	Fairness of the Transaction	6
	Item 9.	Reports, Opinions, Appraisals and Certain Negotiations	8
	Item 10.	Source and Amounts of Funds or Other Consideration	8
	Item 11.	Interest in Securities of the Subject Company	8
	Item 12.	The Solicitation or Recommendation	9
	Item 13.	Financial Statements	9
	Item 14.	Persons/Assets Retained, Employed, Compensated or Used	9
	Item 15.	Additional Information	10
	Item 16.	Exhibits	11
Signatures			12
EX-99.(B)(1)
EX-99.(B)(2)
EX-99.(C)(2)
EX-99.(C)(3)
EX-99.(C)(4)
EX-99.(C)(5)
EX-99.(C)(6)
EX-99.(C)(8)
EX-99.(D)(2)
EX-99.(D)(3)
EX-99.(D)(5)

i

Introduction

This Rule 13e-3 Transaction Statement (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Meadow Valley Corporation, a Nevada corporation (the “Company”), Phoenix Parent Corp., a Delaware corporation (“Investor”), Phoenix Merger Sub, Inc., a Nevada corporation (“Merger Sub”), Bradley E. Larson, Kenneth D. Nelson, Insight Equity I LP, a Delaware limited partnership, Insight Equity GP I LP, a Delaware limited partnership, and Insight Equity Holdings I LLC, a Delaware limited liability company (collectively, the “Filing Persons”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of July 28, 2008 (the “Merger Agreement”), by and among Merger Sub, Investor and the Company. If the Merger Agreement is approved by the Company’s stockholders and certain other conditions to the closing of the merger are either satisfied or waived, at the effective time of the merger Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease, the Company will continue its corporate existence under Nevada law as the surviving corporation in the merger and become a wholly-owned subsidiary of Investor, and the separate corporate existence of the Company with all of its rights, privileges, immunities, powers, and franchises shall continue unaffected by the merger. Upon consummation of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger, other than as provided in the Merger Agreement, including shares owned by the Company (as treasury stock or otherwise), Investor, Merger Sub, or any of their direct or indirect wholly-owned subsidiaries, will be converted into the right to receive $11.25 in cash, without interest and less any applicable withholding taxes.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “Preliminary Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors is soliciting proxies from stockholders of the Company in connection with the merger. The Preliminary Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Preliminary Proxy Statement as Appendix A and is incorporated herein by reference. As of the date hereof, the Preliminary Proxy Statement is in preliminary form and is subject to completion or amendment.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Preliminary Proxy Statement, including any and all annexes, exhibits, and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Preliminary Proxy Statement. The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Preliminary Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Capitalized terms used but not defined herein have the meanings assigned to them in the Preliminary Proxy Statement.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person, and no other Filing Person, including the Company, takes responsibility for the accuracy of such information as it relates to any other Filing Person.

The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person that any Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3.

Item 1.   Summary Term Sheet.

The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

1

Item 2.   Subject Company Information.

(a) Name and Address.  The Company’s name and the address and telephone number of its principal executive offices are as follows:

Meadow Valley Corporation
4602 East Thomas Road
Phoenix, Arizona 85018
(602) 437-5400

(b) Securities.  The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Information Concerning the Special Meeting — Record Date, Outstanding Shares and Quorum”

(c) Trading Market and Price.  The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding Meadow Valley — Trading Market and Price for Meadow Valley’s Common Stock”

(d) Dividends.  The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding Meadow Valley — Trading Market and Price for Meadow Valley’s Common Stock”

(e) Prior Public Offerings.  None.

(f) Prior Stock Purchases.  The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

Item 3.   Identity and Background of Filing Person.

(a) Name and Address.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Parties to the Merger”

“Other Important Information Regarding Meadow Valley — Security Ownership of Certain Beneficial Owners and Management”

“Other Important Information Regarding Meadow Valley — Officers and Directors of Meadow Valley”

“Important Information Regarding Investor, Merger Sub and the Insight Group”

(b) Business and Background of Entities.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Parties to the Merger”

“Other Important Information Regarding Meadow Valley — Officers and Directors of Meadow Valley”

“Important Information Regarding Investor, Merger Sub and the Insight Group”

(c) Business and Background of Natural Persons.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

2

“Other Important Information Regarding Meadow Valley — Officers and Directors of Meadow Valley”

“Important Information Regarding Investor, Merger Sub and the Insight Group”

Item 4.   Terms of the Transaction.

(a) Material Terms.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors”

“Information Concerning the Special Meeting”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

(c) Different Terms.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Certain Effects of the Merger”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Special Factors — Merger Financing”

“Special Factors — Provisions for Unaffiliated Stockholders”

“The Parties to the Merger — Phoenix Parent Corp.”

“The Merger Agreement — Directors and Officers Following the Merger”

“The Merger Agreement — Consideration to be Received in the Merger”

“The Merger Agreement — Indemnification and Insurance”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

(d) Appraisal Rights.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Rights of Dissenting Stockholders”

(e) Provisions for Unaffiliated Security Holders.  The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors — Provisions for Unaffiliated Stockholders”

(f) Eligibility for Listing or Trading.  Not applicable.

Item 5.   Past Contacts, Transactions, Negotiations, and Agreements.

(a) Transactions.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

3

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

(b)-(c) Significant Corporate Events; Negotiations or Contacts.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“The Merger — Plans for Meadow Valley After the Merger”

“The Merger — Interests of Meadow Valley’s Officers and Directors in the Merger”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

(e) Agreements Involving the Subject Company’s Securities.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Certain Effects of the Merger”

“Special Factors” — Interests of Meadow Valley’s Officers and Directors in the Merger”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

Item 6.   Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

“Special Factors — Interests of Meadow Valley’s Officers and Directors”

4

“The Merger Agreement — Consideration to be Received in the Merger”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

(c)(1)-(8) Plans.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

“Special Factors — Merger Financing”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

Item 7.   Purposes, Alternatives, Reasons, and Effects.

(a) Purposes.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

(b) Alternatives.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

5

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Special Factors — Plans for Meadow Valley After the Merger”

(c) Reasons.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Opinion of Morgan Joseph to the Special Committee”

“Special Factors — Reports of Alvarez & Marsal to the Special Committee”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Report of Advisor to Investor, Merger Sub and the Insight Group”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

(d) Effects.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

“Special Factors — Merger Financing”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

Item 8.   Fairness of the Transaction.

(a)-(b) Fairness; Factors Considered in Determining Fairness.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

6

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Opinion of Morgan Joseph to the Special Committee”

“Special Factors — Reports of Alvarez & Marsal to the Special Committee”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Information Concerning the Special Meeting — Meadow Valley Recommendation”

Appendix B — Opinion of Morgan Joseph & Co. Inc.

The presentation dated July 25, 2008, prepared by Morgan Joseph & Co. Inc. for the Special Committee of the Board of Directors and the Board of Directors of the Company is attached hereto as Exhibit (c)(2) and is incorporated by reference herein.

(c) Approval of Security Holders.  The transaction is not structured so that approval of at least a majority of unaffiliated security holders is required. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Information Concerning the Special Meeting — Record Date, Outstanding Shares and Quorum”

“Information Concerning The Special Meeting — Required Vote, Calculation of Vote, Abstentions and Broker Non-Votes”

(d) Unaffiliated Representative.  An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

(e) Approval of Directors.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

7

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

(f) Other Offers.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

Item 9.   Reports, Opinions, Appraisals, and Negotiations.

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The reports attached as Exhibits (c)(1)-(c)(4) and (c)(7)-(c)(8) hereto and the information set forth in the Preliminary Proxy Statement under the following captions are incorporated herein by reference:

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Opinion of Morgan Joseph to the Special Committee”

“Special Factors — Reports of Alvarez & Marsal to the Special Committee”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger“

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Report of Advisor to Investor, Merger Sub and the Insight Group”

Appendix B — Opinion of Morgan Joseph & Co. Inc.

(c) Availability of Documents.  The reports, opinions or appraisals referenced in this Item 9 and attached hereto as Exhibits (c)(1)-(c)(4) will be made available for inspection at the principal executive offices of the Company during its regular business hours by any interested stockholder of the Company’s common stock or any representative of such holder that has been so designated in writing. The reports, opinions or appraisals referenced in this Item 9 and attached hereto as Exhibits (c)(7)-(c)(8) will be made available for inspection at the principal executive offices of Insight Equity I LP during its regular business hours by any interested stockholder of the Company’s common stock or any representative of such holder that has been so designated in writing.

Item 10.   Source and Amounts of Funds or Other Consideration.

(a)-(d) Source of Funds; Conditions; Expenses; Borrowed Funds.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Merger Financing”

“Special Factors — Fees and Expenses”

“The Merger Agreement — Conditions to the Merger”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

8

Item 11.   Interest in Securities of the Subject Company.

(a) Securities Ownership.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Other Important Information Regarding Meadow Valley — Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

Item 12.   The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

(e) Recommendation of Others.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Information Concerning the Special Meeting — Meadow Valley Recommendation”

Item 13.   Financial Statements.

(a) Financial Information.  The audited consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended, the unaudited consolidated financial statements set forth in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008, and the information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Other Important Information Regarding Meadow Valley — Summary of Consolidated Financial Data of Meadow Valley”

“Other Important Information Regarding Meadow Valley — Ratio of Earnings to Fixed Charges”

“Other Important Information Regarding Meadow Valley — Net Book Value Per Share of Meadow Valley Common Stock”

“Other Important Information Regarding Meadow Valley — Trading Market and Price for Meadow Valley’s Common Stock”

9

“Where You Can Find More Information”

(b) Pro forma Information.  Not applicable.

Item 14.   Persons/Assets Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting”

“Information Concerning The Special Meeting — Proxy Solicitation and Expense”

(b) Employees and Corporate Assets.  The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Special Factors — Fees and Expenses”

“Information Concerning the Special Meeting — Proxy Solicitation and Expense”

Item 15.   Additional Information.

(b) Other Material Information.  The information set forth in the Preliminary Proxy Statement, including all appendices thereto, is incorporated herein by reference.

10

Item 16.   Exhibits.

(a)(1)	Preliminary Proxy Statement of Meadow Valley Corporation (incorporated by reference to the Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
(a)(2)	Form of Proxy Card (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
(a)(3)	Letter to Stockholders (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008 ).
(a)(4)	Notice of Special Meeting of Stockholders (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
(b)(1)	Debt Commitment Letter, dated as of July 27, 2008, of LBC Credit Partners, Inc. to Insight Equity I LP.
(b)(2)	Debt Commitment Letter, dated as of July 27, 2008, of LBC Credit Partners, Inc. to Insight Equity I LP.
(c)(1)	Opinion of Morgan Joseph & Co. Inc., dated July 25, 2008 (incorporated herein by reference to Appendix B of the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
(c)(2)	Presentation, dated July 25, 2008, prepared by Morgan Joseph & Co. Inc. for the Special Committee of the Board of Directors and the Board of Directors of Meadow Valley Corporation.
(c)(3)	Draft Presentation, dated April 7, 2008, prepared by Alvarez & Marsal Securities, LLC for the Special Committee of the Board of Directors of Meadow Valley Corporation.
(c)(4)	Presentation, dated June 9, 2008, prepared by Alvarez & Marsal Securities, LLC for the Special Committee of the Board of Directors of Meadow Valley Corporation.
(c)(5)	Financial Projection, dated as of October 24, 2007, prepared by ThomasLloyd Capital LLC for various potential private equity sponsors.
(c)(6)	Financial Projection, dated as of April 28, 2008, prepared by Meadow Valley Corporation for Insight Equity I LP, Alvarez & Marsal Securities, LLC, Morgan Joseph & Co. Inc. and the Special Committee of the Board of Directors of Meadow Valley Corporation.
(c)(7)	Appraisal Report, dated April 7, 2008, prepared by AccuVal Associates, Incorporated for Insight Equity I LP.*
(c)(8)	Letter, dated April 11, 2008, from AccuVal Associates, Incorporated to Insight Equity I LP.
(d)(1)	Agreement and Plan of Merger, dated July 28, 2008, by and among Phoenix Merger Sub, Inc., Phoenix Parent Corp., and Meadow Valley Corporation (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
(d)(2)	Rollover Commitment Letter, dated as of July 28, 2008, from Phoenix Holdings Management LLC to Insight Equity Acquisition Resources LLC, Bradley E. Larson and Kenneth D. Nelson.
(d)(3)	Letter Agreement, dated as of July 28, 2008, from Phoenix Holdings Management LLC to Insight Equity Acquisition Resources LLC, Bradley E. Larson and Kenneth D. Nelson.
(d)(4)	Amendment, dated as of July 28, 2008, to the Rights Agreement dated as of February 13, 2007, by and between and between Meadow Valley Corporation and Corporate Stock Transfer, Inc., as rights agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Meadow Valley Corporation with the Securities and Exchange Commission on July 28, 2008).
(d)(5)	Proposal Letter, dated as of April 2, 2008, by and among Insight Equity I LP, YVM Acquisition Corporation, Bradley E. Larson and Kenneth D. Larson.
(f)	The information set forth in the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008 under the caption “Special Factors — Rights of Dissenting Stockholders” is incorporated herein by reference.
(g)	None.

* To be filed by amendment.

11

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 19, 2008

MEADOW VALLEY CORPORATION

By:  /s/  David D. Doty

Name:     David D. Doty

Title:  Chief Financial Officer

PHOENIX PARENT CORP.

By:  /s/  Ted W. Beneski

Name:     Ted W. Beneski

Title:  Chairman of the Board

PHOENIX MERGER SUB, INC.

By:  /s/  Ted W. Beneski

Name:     Ted W. Beneski

Title:  Chairman of the Board

/s/  Bradley E. Larson

BRADLEY E. LARSON

/s/  Kenneth D. Nelson

KENNETH D. NELSON

INSIGHT EQUITY I LP

By: Insight Equity GP I LP

By: Insight Equity Holdings I LLC

By:  /s/  Ted W. Beneski

Name:     Ted W. Beneski

Title:  Chief Executive Officer and
Managing Partner

12

INSIGHT EQUITY GP I LP

By: Insight Equity Holdings I LLC

By:  /s/  Ted W. Beneski

Name:     Ted W. Beneski

Title:  Chief Executive Officer and
Managing Partner

INSIGHT EQUITY HOLDINGS I LLC

By:  /s/  Ted W. Beneski

Name:     Ted W. Beneski

Title:  Chief Executive Officer and
Managing Partner

13

EX-99.(B)(1)

Exhibit (b)(1)

Cira Centre, 2929 Arch Street
Philadelphia, PA 19104-2868
Tel 215-972-8900
Fax 215-567-0138

               July 27, 2008

Mr. Chris Zugaro
Insight Equity I LP
1400 Civic Place, Suite 250
Southlake, TX 76092

Re: First Lien Term Loan Financing Commitment for the Acquisition of Meadow Valley Corporation and Certain of its Subsidiaries

Dear Mr. Zugaro:

It is the understanding of LBC Credit Partners, Inc., and those of its affiliates for which it acts as portfolio manager (collectively, “LBC”), that Phoenix Parent Corp., a Delaware corporation and holding company (the “Holdings”) formed by Insight Equity I LP (“Sponsor” or “you”) intends to acquire Meadow Valley Corporation, a Nevada corporation (“MVCO”), and its subsidiaries. In connection with such acquisition, you have advised us that you are seeking financing for Meadow Valley Contractors, Inc. (“MVI” or “Borrower”). Such financing is expected to be collateralized by a first priority security interest in and lien on substantially all of the assets of the Borrower and of MVCO and its subsidiaries (other than Ready Mix, Inc. (“Ready Mix”) (MVCO and such subsidiaries, collectively, the “Guarantors”), except for assets consisting of cash, cash equivalents, accounts receivable and inventory, as to which such financing may be collateralized by a second priority security interest. The Sponsor and/or its representatives have provided LBC with certain information and have discussed with LBC the Borrower’s future financing needs.

In that connection, LBC is pleased to advise you of its commitment, on behalf of certain funds that it manages, substantially upon the terms and subject to the conditions set forth in this letter and the Summary of Terms attached as Exhibit A hereto (collectively, the “Commitment Letter”), to make available to the Borrower a ten million dollar ($10,000,000) Senior Secured Term Loan Facility (the “Facility”). We acknowledge that Holdings has executed, prior to or contemporaneously with entering into this Commitment Letter, an Agreement and Plan of Merger for the acquisition of MVCO and its subsidiaries (the “Merger Agreement”) and thus, you are relying upon the terms of this Commitment Letter in connection therewith.

The Facility will be entered into in connection with the acquisition (the “Acquisition”) of MVCO and its subsidiaries, including the Borrower, Apex Testing Corp., and all of the stock of Ready Mix owned by MVCO (MVCO, together with such subsidiaries, the “Target”). Contemporaneously with the Acquisition, all of the outstanding stock of Ready Mix owned by MVCO shall be transferred from MVCO to Holdings.

The Facility will be entered into contemporaneously with (i) an asset-based revolving credit facility of up to $15 million (the “Revolving Credit Facility”) provided to the Borrower by a lender

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July 27, 2008
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reasonably satisfactory to LBC (the “Revolving Lender”); (ii) a secured term loan facility of $19 million provided to Holdings by LBC (the “Holdings Facility”) and (iii) an equity contribution provided by you and others for the remainder of the purchase price for the Acquisition, such that there is not less than $72 million available from all sources (“Required Available Sources”) upon the closing of the Facility, the Revolving Credit Facility and the Holdings Facility to be applied to the purchase price for the Acquisition, the refinancing of existing indebtedness of MVCO and certain of its subsidiaries, the payment of fees and expenses related to the Acquisition and for general corporate purposes from the Required Available Sources, with remaining excess availability of not less than $3.0 million under the Revolving Credit Facility.

LBC’s commitment to provide the Facility is expressly subject to: (a) the negotiation, execution and delivery of definitive documentation with respect to the Facility (including, without limitation, an intercreditor agreement), satisfactory to LBC in its reasonable discretion; it being understood and agreed that LBC shall negotiate in good faith with respect to all such documentation, provided that the other parties to such documentation are also negotiating in good faith; (b) our not having discovered or otherwise having become aware of any information with respect to the condition (financial or otherwise), business, or assets of the Borrower or the Target, that in each case (i) you were aware of prior to the date hereof but did not previously disclose to us, (ii) we believe in good faith to be materially inconsistent with any information provided to us by you or on your behalf prior to the date hereof, and (iii) in our reasonable judgment, is or could reasonably be expected to be materially adverse to the interests of the Lenders; (c) there not having occurred, since the date of the Merger Agreement, any event, change, effect, development, condition or occurrence that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Merger Agreement) with respect to the Target; (d) your compliance in all material respects with the terms of this Commitment Letter; (e) the capital structure of Holdings and its subsidiaries being substantially as set forth on Exhibit B hereto, and (f) the corporate organizational structure of Holdings and its subsidiaries reflecting your control of MVCO and (i) MVCO’s ownership directly or indirectly, of 100% of each of the Borrower and Apex Testing Corp. and (ii) Holdings’ ownership directly of at least 66% of Ready Mix.

This Commitment Letter is being delivered in reliance upon the fact that: (a) all information (other than Projections, as defined below) concerning Holdings and the Target (the “Information”) that has been or will be made available to LBC by you or any of your authorized representatives is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made; and (b) all financial projections (the “Projections”) concerning Holdings and the Target that have been or will be prepared by you and made available to LBC have been or will be prepared in good faith based upon assumptions deemed reasonable by you at the time prepared (it being understood that Projections by their nature are subject to uncertainties outside of your control and that actual results may differ). You agree to furnish us with such Information and Projections and to supplement the Information and Projections from time to time until the closing of the Facility so that the representations in the preceding sentence are correct at all times to and including the Closing Date.

By your signature below, you further agree: (a) you will keep confidential and not disclose the existence of, nor show, circulate, or otherwise disclose, this Commitment Letter or its contents, in whole or in part, to any other person (other than your, the Target’s and each such person’s respective subsidiaries’ directors, officers, employees, attorneys, agents, advisors, any prospective

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Revolving Lender (provided that pricing and fee information shall be redacted therefrom unless otherwise consented to by LBC) and lenders on a confidential basis, as necessary, in conjunction with the proposed Acquisition and their evaluation of the terms and conditions set forth herein, who shall each agree to maintain its confidentiality), except as required by law; (b) to wire to LBC in accordance with wiring instructions provided by LBC, as consideration for our having incurred and continuing to incur expenses in connection with our underwriting and in the expectation of providing the Facility, the amount of any expense deposits that may be required by LBC to cover the costs and expenses of legal documentation prepared by our outside law firm, further due diligence and other closing charges in an amount to be determined in good faith, provided that if the Facility is not made available for any reason, we will return the unused balance of such expense deposits, after deducting all reasonable and documented third-party and out-of-pocket costs and expenses actually incurred by us in connection with our underwriting, review and documentation of the transaction; (c) as consideration for our commitment hereunder, as set forth in Exhibit A hereto, you agree to pay to us, in immediately available funds, a fee equal to 0.75% of the Face Amount (as defined in Exhibit A hereto), which fee shall be fully earned and due and payable on the date of our delivery of this Commitment Letter and, once paid shall not be refundable under any circumstances, regardless of whether the transactions or borrowings contemplated hereby are consummated (the “Commitment Fee”); (d) that all reasonable and documented third-party and out-of-pocket fees, costs and expenses incurred by LBC in connection with this Commitment Letter, the transactions contemplated hereby and LBC’s ongoing due diligence in connection therewith (including, without limitation, reasonable travel expenses, reasonable asset valuation expenses, reasonable attorneys fees of one outside law firm (plus additional local and/or foreign counsel, as applicable) and other reasonable charges and disbursements and any other reasonable and documented third-party out-of-pocket costs and expenses), shall be paid by you (or reimbursed to LBC, as applicable) whether or not such transactions contemplated herein are consummated, provided, however, that if you elect to terminate negotiations regarding the Facility, LBC hereby agrees that, as soon as reasonably practicable, it will cease incurring all fees and expenses described in this clause (d); and (e) to indemnify and hold harmless LBC and its officers, directors, employees, affiliates, agents and controlling persons from and against any and all actual losses, claims, damages and liabilities to which any such person may become subject arising out of, or in connection with, this Commitment Letter, the transactions contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing, including reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing, whether or not the transactions contemplated hereby are consummated, provided that the foregoing indemnity set forth in this clause (e) will not, as to any indemnified person, apply to losses, claims damages, liabilities or related expenses to the extent that they arise from the bad faith, willful misconduct or gross negligence of such indemnified person. Other than as expressly set forth below, your obligations under the above clauses (a), (b), (c), (d) and (e) shall survive any termination of this Commitment Letter.

LBC agrees to treat all Information and Projections delivered or made available during the due diligence process as confidential. Disclosure will be limited to LBC’s affiliates, employees, officers, attorneys and other advisors who are or are expected to become engaged in evaluating, approving, structuring or administrating the Facility or rendering legal advice in connection therewith, provided that nothing herein shall prevent LBC from disclosing such Information and Projections: (a) upon the order or request of any court or administrative or regulatory agency or authority; (b) to the extent that such Information or Projections have been publicly disclosed other than as the result of a disclosure by LBC or its representatives; or (c) otherwise as required by law. This Commitment Letter does not purport to include or summarize each and every term, condition

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July 27, 2008
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and/or covenant that may be contained in definitive documentation with respect to the Facility; provided, that those matters which are not covered or made clear in this Commitment Letter are subject to the mutual agreement of the parties.

This Commitment Letter is solely for your benefit and is not to be relied upon by any third party. This Commitment Letter shall not be assignable by you, and may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Sponsor and LBC. This Commitment Letter supersedes all prior discussions, agreements, commitments, arrangements or understandings, whether oral or written, of the parties with respect thereto. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York, and you hereby consent that any action or proceeding arising from this Commitment Letter may be commenced and maintained in any court within the State of New York or in the United States District Court for the Southern District of New York. You irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter or the transactions contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof by signing in the appropriate space below and returning to us a fully executed copy of this Commitment Letter not later than 5:00 p.m., Eastern Time, on July 28, 2008. LBC’s commitment hereunder shall expire on the earlier of (i) 5:00 p.m., Eastern Time, on July 28, 2008, unless (A) by such time LBC has received a fully executed copy of this letter and confirmation that wires have been sent for payment of the Commitment Fee and all fees and expenses of LBC through the date of such acceptance in the amount of $87,000 (not including expenses covered by the expense deposit previously provided to LBC), and (B) by 5:00 p.m., Eastern Time on July 29, 2008, LBC has received an original of your signature on this letter and all of the payments described in clause (A) hereof have been received, in each case in immediately available funds, (ii) termination of the Merger Agreement; (iii) twenty-one (21) days after the consummation of the Acquisition, but only if (A) the Sponsor in good faith determines that (1) it is required to consummate the Acquisition pursuant to the terms of the Merger Agreement or (2) if it does not consummate the Acquisition, the Merger Agreement would terminate, and in either case the conditions precedent for the Facility have not been satisfied or LBC is not otherwise ready to fund (which, in either case, shall be confirmed by LBC promptly upon request by the Sponsor), and (B) the Sponsor or one of its affiliates provides bridge financing sufficient to consummate the Acquisition without the funding of the Facility; or (iv) January 31, 2009. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.

Notwithstanding anything contained herein to the contrary, the obligations and liabilities of the Sponsor under this Commitment Letter and the Summary of Terms, other than the Sponsor’s obligation of confidentiality, shall automatically terminate at the time of the closing of and initial borrowing under the Facility and shall be superseded by obligations of the Borrower under the applicable provisions of the loan documentation pertaining to the Facility.

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Insight Equity I LP
July 27, 2008
Page

We look forward to continuing to work with you on this transaction.

Very truly yours,
LBC Credit Partners, Inc.
By:	/s/ John J. Brignola
Name:		John J. Brignola
Title:		Executive Vice President

Agreed to and accepted as of
the date first above written,
Insight Equity I LP
By:	Insight Equity GP I LP
By:	Insight Equity Holdings I LLC

By:	/s/ Victor L. Vescovo
Name:	Victor L. Vescovo
Title:	Chief Operating Officer

EX-99.(B)(2)

Exhibit (b)(2)

Cira Centre, 2929 Arch Street
Philadelphia, PA 19104-2868
Tel 215-972-8900
Fax 215-567-0138

               July 27, 2008

Mr. Chris Zugaro
Insight Equity I LP
1400 Civic Place, Suite 250
Southlake, TX 76092

Re: Financing Commitment for the Acquisition of Meadow Valley Corporation and Certain of its Subsidiaries

Dear Mr. Zugaro:

It is the understanding of LBC Credit Partners, Inc., and those of its affiliates for which it acts as portfolio manager (collectively, “LBC”), that Phoenix Parent Corp., a Delaware corporation and holding company (the “Borrower”) formed by Insight Equity I LP (“Sponsor” or “you”) is seeking financing for the acquisition of Meadow Valley Corporation, a Nevada corporation (“MVCO”), and its subsidiaries. Such financing will be collateralized by a first priority security interest in and lien on substantially all of the assets of the Borrower, including all of the stock of Ready Mix, Inc. (“Ready Mix”), a subsidiary of MVCO, owned by MVCO. The Sponsor and/or its representatives have provided LBC with certain information and have discussed with LBC the Borrower’s future financing needs.

In that connection, LBC is pleased to advise you of its commitment, on behalf of certain funds that it manages, substantially upon the terms and subject to the conditions set forth in this letter and the Summary of Terms attached as Exhibit A hereto (collectively, the “Commitment Letter”), to make available to the Borrower a nineteen million dollar ($19,000,000) Secured Term Loan Facility (the “Facility”). We acknowledge that the Borrower has executed, prior to or contemporaneously with entering into this Commitment Letter, an Agreement and Plan of Merger for the acquisition of MVCO and its subsidiaries (the “Merger Agreement”) and thus, you are relying upon the terms of this Commitment Letter in connection therewith.

The Facility is to be used to pay a portion of the purchase price for the acquisition (the “Acquisition”) of MVCO and its subsidiaries, including Meadow Valley Contractors, Inc., Apex Testing Corp., and all of the stock of Ready Mix owned by MVCO (MVCO, together with such subsidiaries, the “Target”). Contemporaneously with the Acquisition, all of the outstanding stock of Ready Mix owned by MVCO shall be transferred from MVCO to the Borrower.

The Facility will be entered into contemporaneously with (i) a senior secured credit facility of up to $25 million, comprised of up to a $17 million asset-based revolving credit facility and up to a $10 million term loan provided to MVCO or any subsidiary of MVCO by a lender reasonably satisfactory to LBC (the “Senior Facility”); and (ii) an equity contribution provided by you and others for the remainder of the purchase price for the Acquisition, such that there is not less than

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$72 million available from all sources (“Required Available Sources”) upon the closing of the Facility and the Senior Facility to be applied to the purchase price for the Acquisition, the refinancing of existing indebtedness of MVCO and certain of its subsidiaries, the payment of fees and expenses related to the Acquisition and for general corporate purposes from the Required Available Sources, with remaining excess availability of not less than $3.0 million under the Senior Facility.

LBC’s commitment to provide the Facility is expressly subject to: (a) the negotiation, execution and delivery of definitive documentation with respect to the Facility (including, without limitation, an intercreditor agreement), satisfactory to LBC in its reasonable discretion; it being understood and agreed that LBC shall negotiate in good faith with respect to all such documentation, provided that the other parties to such documentation are also negotiating in good faith; (b) our not having discovered or otherwise having become aware of any information with respect to the condition (financial or otherwise), business, or assets of the Borrower or the Target, that in each case (i) you were aware of prior to the date hereof but did not previously disclose to us, (ii) we believe in good faith to be materially inconsistent with any information provided to us by you or on your behalf prior to the date hereof, and (iii) in our reasonable judgment, is or could reasonably be expected to be materially adverse to the interests of the Lenders; (c) there not having occurred, since the date of the Merger Agreement, any event, change, effect, development, condition or occurrence that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Merger Agreement) with respect to the Target or material adverse effect on the condition (financial or otherwise), business, or assets of the Borrower; (d) your compliance in all material respects with the terms of this Commitment Letter; (e) the capital structure of the Borrower and its subsidiaries being substantially as set forth on Exhibit B hereto, and (f) the corporate organizational structure of the Borrower reflecting your control of the Borrower and the Borrower’s ownership (1) directly or indirectly, of 100% of each of Meadow Valley Contractors, Inc., and Apex Testing Corp. and (2) directly of at least 66% of Ready Mix. If, in our reasonable judgment, there has been a material disruption or material adverse change in the financial, banking or capital markets generally, or in the market for new issuances of secured credit facilities in particular, then we may (i) increase the paid in kind interest rate reflected in Exhibit A by up to 200 bps, and (ii) increase fees for the Facility by up to 100 bps.

This Commitment Letter is being delivered in reliance upon the fact that: (a) all information (other than Projections, as defined below) concerning the Borrower and the Target (the “Information”) that has been or will be made available to LBC by you or any of your authorized representatives is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements are made; and (b) all financial projections (the “Projections”) concerning the Borrower and the Target that have been or will be prepared by you and made available to LBC have been or will be prepared in good faith based upon assumptions deemed reasonable by you at the time prepared (it being understood that Projections by their nature are subject to uncertainties outside of your control and that actual results may differ). You agree to furnish us with such Information and Projections and to supplement the Information and Projections from time to time until the closing of the Facility so that the representations in the preceding sentence are correct at all times to and including the Closing Date.

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By your signature below, you further agree: (a) you and the Borrower will keep confidential and not disclose the existence of, nor show, circulate, or otherwise disclose, this Commitment Letter or its contents, in whole or in part, to any other person (other than your, the Borrower’s, the Target’s and each such person’s respective subsidiaries’ directors, officers, employees, attorneys, agents, advisors and lenders on a confidential basis, as necessary, in conjunction with the proposed Acquisition and their evaluation of the terms and conditions set forth herein, who shall each agree to maintain its confidentiality), except as required by law; (b) to wire to LBC in accordance with wiring instructions provided by LBC, as consideration for our having incurred and continuing to incur expenses in connection with our underwriting and in the expectation of providing the Facility, the amount of any additional expense deposits that may be required by LBC to cover the costs and expenses of legal documentation prepared by our outside law firm, further due diligence and other closing charges in an amount to be determined in good faith, provided that if the Facility is not made available for any reason, we will return the unused balance of such additional expense deposits, after deducting all reasonable and documented third-party and out-of-pocket costs and expenses actually incurred by us in connection with our underwriting, review and documentation of the transaction; (c) as consideration for our commitment hereunder, as set forth in Exhibit A hereto, you agree to pay to us (or cause the Borrower to pay to us), in immediately available funds, a fee equal to 1% of the Face Amount (as defined in Exhibit A hereto), which fee shall be fully earned and due and payable on the date of our delivery of this Commitment Letter and, once paid shall not be refundable under any circumstances, regardless of whether the transactions or borrowings contemplated hereby are consummated (the “Commitment Fee”); (d) that all reasonable and documented third-party and out-of-pocket fees, costs and expenses incurred by LBC in connection with this Commitment Letter, the transactions contemplated hereby and LBC’s ongoing due diligence in connection therewith (including, without limitation, reasonable travel expenses, reasonable asset valuation expenses, reasonable attorneys fees of one outside law firm (plus additional local and/or foreign counsel, as applicable) and other reasonable charges and disbursements and any other reasonable and documented third-party out-of-pocket costs and expenses), shall be paid by you or by the Borrower (or reimbursed to LBC, as applicable) whether or not such transactions contemplated herein are consummated, provided, however, that if you elect to terminate negotiations regarding the Facility, LBC hereby agrees that, as soon as reasonably practicable, it will cease incurring all fees and expenses described in this clause (d); and (e) to indemnify and hold harmless LBC and its officers, directors, employees, affiliates, agents and controlling persons from and against any and all actual losses, claims, damages and liabilities to which any such person may become subject arising out of, or in connection with, this Commitment Letter, the transactions contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing, including reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing, whether or not the transactions contemplated hereby are consummated, provided that the foregoing indemnity set forth in this clause (e) will not, as to any indemnified person, apply to losses, claims damages, liabilities or related expenses to the extent that they arise from the bad faith, willful misconduct or gross negligence of such indemnified person. Other than as expressly set forth below, your and the Borrower’s obligations under the above clauses (a), (b), (c), (d) and (e) shall survive any termination of this Commitment Letter.

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July 27, 2008
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LBC agrees to treat all Information and Projections delivered or made available during the due diligence process as confidential. Disclosure will be limited to LBC’s affiliates, employees, officers, attorneys and other advisors who are or are expected to become engaged in evaluating, approving, structuring or administrating the Facility or rendering legal advice in connection therewith, provided that nothing herein shall prevent LBC from disclosing such Information and Projections: (a) upon the order or request of any court or administrative or regulatory agency or authority; (b) to the extent that such Information or Projections have been publicly disclosed other than as the result of a disclosure by LBC or its representatives; or (c) otherwise as required by law. This Commitment Letter does not purport to include or summarize each and every term, condition and/or covenant that may be contained in definitive documentation with respect to the Facility; provided, that those matters which are not covered or made clear in this Commitment Letter are subject to the mutual agreement of the parties.

This Commitment Letter is solely for the benefit of you and the Borrower and is not to be relied upon by any third party. This Commitment Letter shall not be assignable by you or the Borrower, and may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Sponsor and LBC. This Commitment Letter supersedes all prior discussions, agreements, commitments, arrangements or understandings, whether oral or written, of the parties with respect thereto. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York, and you and the Borrower hereby consent that any action or proceeding arising from this Commitment Letter may be commenced and maintained in any court within the State of New York or in the United States District Court for the Southern District of New York. You and the Borrower irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter or the transactions contemplated hereby or the actions of the parties hereto in the negotiation, performance or enforcement hereof.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof by signing in the appropriate space below and returning to us a fully executed copy of this Commitment Letter not later than 5:00 p.m., Eastern Time, on July 28, 2008. LBC’s commitment hereunder shall expire on the earlier of (i) 5:00 p.m., Eastern Time, on July 28, 2008, unless (A) by such time LBC has received a fully executed copy of this letter and confirmation that wires have been sent for payment of the Commitment Fee and all fees and expenses of LBC through the date of such acceptance in the amount of $87,000 (not including expenses covered by the expense deposit previously provided to LBC), and (B) by 5:00 p.m., Eastern Time on July 29, 2008, LBC has received an original of your signature on this letter and all of the payments described in clause (A) hereof have been received, in each case in immediately available funds, (ii) termination of the Merger Agreement; (iii) twenty-one (21) days after the consummation of the Acquisition, but only if (A) the Sponsor in good faith determines that (1) it is required to consummate the Acquisition pursuant to the terms of the Merger Agreement or (2) if it does not consummate the Acquisition, the Merger Agreement would terminate, and in either case the conditions precedent for the Facility have not been satisfied or LBC is not otherwise ready to fund (which, in either case, shall be confirmed by LBC promptly upon request by the Sponsor), and (B) the Sponsor or one of its affiliates provides bridge financing sufficient to consummate the Acquisition without the funding of the Facility; or (iv) January 31, 2009. This Commitment Letter may be executed in any number

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of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.

Notwithstanding anything contained herein to the contrary, the obligations and liabilities of the Sponsor and the Borrower under this Commitment Letter and the Summary of Terms, other than the Sponsor’s and the Borrower’s obligation of confidentiality, shall automatically terminate at the time of the closing of and initial borrowing under the Facility and, in the case of the Borrower, shall be superseded by the applicable provisions of the loan documentation pertaining to the Facility.

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Insight Equity I LP
July 27, 2008
Page

We look forward to continuing to work with you on this transaction.

Very truly yours,
LBC Credit Partners, Inc.
By:	/s/ John J. Brignola
Name:		John J. Brignola
Title:		Executive Vice President

Agreed to and accepted as of
the date first above written,
Insight Equity I LP
By:	Insight Equity GP I LP
By:	Insight Equity Holdings I LLC

By:	/s/ Victor L. Vescovo
Name:	Victor L. Vescovo
Title:	Chief Operating Officer

EX-99.(C)(2)

Exhibit (c)(2)

EX-99.(C)(3)

Exhibit (c)(3)

DRAFT — CONFIDENTIAL 1_A&M_PowerBar_TR DRAFT DISCUSSION MATERIALS SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS MEADOW VALLEY CORPORATION APRIL 7, 2008 AMlogo_Blue_CF

Table of Contents Page MVCO Sum of the Parts Analysis 3 Historic Share Price Performance 6 Comparable Company and Transaction Analyses 13 Historic Valuation vs. Peers 18 Description and Analysis of MVCI Expanded Peer Group 23 Description and Analysis of RMX Expanded Peer Group 26

MVCO Sum of the Parts Analysis

MVCO Enterprise Valuation MVCO Enterprise Value ($ in millions) 2007 Adjusted EBITDA & Net Income Calculation ($ in millions) [1] Represents the difference of $12.8M book value and $7.2M market value of Minority Interest[2] Reflects balance as of 12/31/2007 Billings in Excess of Cost on Uncompleted Projects, Net[3] Reflects add-back for interest expense reported as COGS (such amount reported above Operating Income line) [4] Adjustment for one-time charges related to re-acquisition of RMX shares[5] Adjustment for negative EBITDA & Net Loss for Apex Test. Corp. which is expected to be excluded from trx EBITDAMVCI2007MVCI Reported EBITDA$6.8Interest Expense Included in COGS [3]0.4One-Time Charges [4]1.0Apex Testing Corp [5]0.6MVCI Adjusted EBITDA$8.8RMX2007RMX Reported EBITDA$6.2Interest Expense Included in COGS [3]0.7One-Time Charges [4]0.1RMX Adjusted EBITDA$7.1MVCO Reported EBITDA$13.1MVCO Adjusted EBITDA15.9NET INCOMEMVCI2007MVCI Reported Net Income$3.4After Tax One-Time Charges [4]0.7Apex Testing Corp [5]0.4MVCI Adjusted Net Income$4.4RMX2007RMX Reported Net Income$1.4After Tax One-Time Charges [4]0.1RMX Adjusted Net Income$1.4Minority Interest($0.7) MVCO Reported Net Income$4.1MVCO Adjusted Net Income5.2 MVCO Share Price (April 7, 2008)$9.97Shares Outstanding (Fully Diluted)5.3Total Equity Value$52.7Total Existing Debt16.5Cash (Including Restricted Cash)(28.5) Minority Interest (BV)12.8Total Enterprise Value (BV of RMX Min Int)$53.5Market Value Adjustment to Minority Interest [1](5.7) Illustrative Required Cash Adjustment [2]10.7Adjusted Total Enterprise Value$58.5TEV / 2007 Adjusted EBITDA 3.4xAdjusted TEV / 2007 Adjusted EBITDA3.7xTEV / 2007 Reported EBITDA 4.1xAdjusted TEV / 2007 Reported EBITDA4.5xPE — Reported Earnings13.0xPE — Adjusted Earnings10.2x

Sum of the Parts Analysis MVCI Enterprise Value RMX Enterprise Value ($ in millions) ($ in millions) [2] Reflects balance as of 12/31/2007 Billings in Excess of Cost on Uncompleted Projects, Net[6] Value of MVCO interest in RMX increased to reflect 25% control premium above value implied based on RMX minority interest trading price No Control PremiumRMX Share Price (April 7, 2008)$6.14Shares Outstanding (Fully Diluted)3.8Total Equity Value$23.4Total Existing Debt9.8Cash (Including Restricted Cash)(9.2) Total Enterprise Value$24.1TEV / 2007 Adjusted EBITDA3.4xTEV / 2007 Reported EBITDA3.9xP / E - Reported Earnings17.3xP / E — Adjusted Earnings16.4xReported Price to Book Value0.8xControl PremiumRMX Share Price (April 7, 2008)$6.14Assumed Control Premium25% Control Premium Share Price$7.68MVCO Owned Shares of RMX2.6MVCO Own Value of RMX (Control Premium)$20.3Min Int Value7.2RMX Equity Value (Control Premium)$27.4Total Existing Debt9.8Cash (Including Restricted Cash)(9.2) Total Enterprise Value (Control Premium)$28.1TEV / 2007 Adjusted EBITDA4.0xTEV / 2007 Reported EBITDA4.5xP / E — Reported Earnings (Control Premium)21.6xP / E — Adjusted Earnings (Control Premium)20.5xImplied Price to Book Value1.0xValue of MVCO Control Premium$4.1 MVCO Share Price (April 7, 2008)$9.97Shares Outstanding (Fully Diluted)5.3Total Equity Value$52.7Adjustment for Minority Interest (MV)7.2Total Equity Value MVCI & RMX$59.8Less: RMX Equity Value(23.4) Less: Control Premium RMX Equity Value [6](4.1) Equity Value of MVCI$32.4Implied MVCI Share Price$6.13Shares Outstanding (Fully Diluted)5.3Equity Value of MVCI$32.4MVCI Total Existing Debt6.6MVCI Cash (Including Restricted Cash)(19.3) Total Enterprise Value $19.7Illustrative Required Cash Adjustment [2]10.7Adjusted Total Enterprise Value$30.4TEV / 2007 Adjusted EBITDA2.2xAdjusted TEV / 2007 Adjusted EBITDA3.4xTEV / 2007 Reported EBITDA2.9xAdjusted TEV / 2007 Reported EBITDA4.5xP / E — Reported Earnings9.6xP / E — Adjusted Earnings7.3xImplied Price to Book Value1.8x

Historic Share Price Performance

MVCO Historical Share Price Performance $0$2$4$6$8$10$12$14$16$18Apr-03Oct-03Apr-04Oct-04Apr-05Oct-05Apr-06Oct-06Apr-07Oct-07Apr-08MVCO MVCO Share Price Over Last 5 Years MVCO Share Performance As of April 7, 2008 As of April 7, 2008 MVCO Share Price as of 4/7/08 $9.97 VolumeMVCORussellCalendarWeighted Trading RangeTotalMicrocapPeriodPrice [1]HighLowReturn [2]Total Return[3] 1 Month$9.7$10.5$8.24.9%5.5% 3 Month$10.2$12.5$8.2(19.1%)(4.8%) 6 Month$11.5$13.5$8.2(16.7%)(20.2%) 1 Year$12.3$14.1$8.2(23.8%)(19.1%) 3 Years$10.9$15.6$4.646.4%2.1% 5 Years$9.5$15.6$1.1685.0%13.4% [1] Since start of period[2] Total return is calculated using share price as of 4/7/08 and share price at beginning of calendar period[3] Russell Microcap Index includes 1,000 U.S. stocks with a median market capitalization is $183 million

Historic MVCO Share Performance Compared to Sterling Construction & U.S. Concrete 25% 50% 75% 100% 125% 150% Apr-06Jul-06Oct-06Jan-07Apr-07Jul-07Oct-07Jan-08MVCOSterling Construction & U.S. Concrete Share Price Performance Over Last 2 Years MVCO Share Price as of 4/10/06 = $11.68 MVCO Share Price as of 4/7/08 = $9.97 MVCO 2-Year Share Performance (14.6%) Sterling / U.S. Concrete 2-Year Share Performance (46.3%) Apr-08

Historic MVCO Share Performance Compared to Expanded Peer Group[1] 25% 50% 75% 100% 125% 150% Apr-06Jul-06Oct-06Jan-07Apr-07Jul-07Oct-07Jan-08MVCOPeers [1] [1] Expanded Peer group average includes: STRL, RMIX, GVA, PCR Share Price Performance Over the Last 2 Years MVCO 2-Year Share Performance (14.6%) MVCO Share Price as of 4/10/06 = $11.68 MVCO Share Price as of 4/7/08 = $9.97 Expanded Peer Group 2-Year Share Performance (21.0%) Apr-08

RMX Share Price Performance $0$2$4$6$8$10$12$14$16$18$20Aug-05Feb-06Aug-06Feb-07Aug-07Feb-08RMX Share Price Performance As of April 7, 2008 VolumeRMXRussellCalendarWeighted Trading RangeTotalMicrocapPeriodPrice [1]HighLowReturn[2]Total Return[2] 1 Month$5.7$6.2$5.313.7%5.5% 3 Month$5.7$6.7$5.1(6.3%)(4.8%) 6 Month$7.2$12.4$5.1(50.5%)(20.2%) 1 Year$10.3$13.9$5.1(49.0%)(19.1%) 2 Years$11.2$15.6$5.1(60.2%)2.1% Since IPO$13.7$17.1$5.1(49.3%)13.4% [1] Since start of period[2] Total return is calculated using share price as of 4/7/08 and share price at beginning of calendar period[3] Russell Microcap Index includes 1,000 U.S. stocks with a median market capitalization is $183 million As of April 7, 2008 RMX Share Price Since IPO (Q3 2005) RMX Share Price as of 4/7/08 $6.14

Historic RMX Share Performance Compared to U.S. Concrete 0% 20% 40% 60% 80% 100% 120% Apr-06Jun-06Aug-06Oct-06Dec-06Feb-07Apr-07Jun-07Aug-07Oct-07Dec-07Feb-08RMXU.S. Concrete Share Price Performance Over the Last 2 Years U.S. Concrete 2-Year Share Performance (71.6%) RMX 2-Year Share Performance (60.1%) Apr-08 RMX Share Price as of 4/10/06 = $15.39 RMX Share Price as of 4/7/08 = $6.14

Historic RMX Share Performance Compared to Expanded Peer Group[1] [2] 0% 20% 40% 60% 80% 100% 120% 140% Apr-06Jun-06Aug-06Oct-06Dec-06Feb-07Apr-07Jun-07Aug-07Oct-07Dec-07Feb-08RMXPeers [1] [1] Expanded Peer group average includes: CUO, EXP, MLM, MDU, MCEM, TXI, RMIX and VMC. [2] TXI is included beginning in Q3-2006 due to Chaparral Steel spin-off. Share Price Performance Over the Last 2 Years RMX 2-Year Share Performance (60.1%) Expanded Peer Group 2-Year Share Performance (13.4%) Apr-08 RMX Share Price as of 4/10/06 = $15.39 RMX Share Price as of 4/7/08 = $6.14

Comparable Company and Transaction Analyses

MVCI Comparable Company Analysis MVCI Comparable Company Analysis ($ in millions except for per share data) Source: Capital IQ TransportationTEV / LTMLTMTEV / ForwardForwardPrice / As of April 7, 2008% of RevenueMarket CapTEVRevenueEBITDAP / ERevenueEBITDAP / EBV [2] Fluor (NYSE:FLR)3%13,545.012,155.50.7x16.1x26.1x0.6x12.8x27.1x6.0xGranite Construction (NYSE:GVA)64%1,347.01,203.00.4x4.8x12.8x0.5x4.7x12.1x1.9xJacobs Engineering Group (NYSE:JEC)15%9,797.29,435.51.1x17.2x30.6x0.8x13.7x24.8x4.9xPerini (NYSE:PCR)8%1,087.5640.70.1x4.3x11.3x0.1x3.9x10.7x2.9xSterling Construction (NasdaqNM:STRL) [1]95%263.7255.10.7x6.3x13.4x0.6x6.1x13.6x1.9xURS / Washington Group (NYSE:URS)33%3,103.14,194.10.8x13.3x15.8x0.4x7.5x15.2x0.9xHigh1.1x17.2x30.6x0.8x13.7x27.1x6.0xLow0.1 x4.3x11.3x0.1x3.9x10.7x0.9xMean0.6x10.3x8.3x0.5x8.1x17.3x3.1xMedian0.7x9.8x14.6x0.5x6.8x14.4x2.4xAdj         . Mean [3]0.6x5.5x13.1x0.5x5.4x12.9x1.9xSource: Capital IQ, Engineering News Record[1] STRL LTM Multiples adjusted for RHB acquisition (10/31/07) to include 10 months of estimated sustainable revenue, net income and EBITDA of $48.7, $10.0 and $5.2, respectively[2] Represents Stock Price Per Share relative to Book Value per Share[3] Represents average of GVA and STRL only

MVCI Comparable Transaction: Sterling Acquisition of Road & Highway Builders STRL Acquisition of Road & Highway Builders “RHB”         ..Transaction Close Date: October 31, 2007         ..Purchase Price - - 4.8X TEV / Adjusted EBITDA         ..Road & Highway Builders Profile: - - Headquarters: Reno, Nevada - - Heavy Civil Construction: Roads & Highways - - Projects throughout Nevada & Long Term Aggregates Quarry Lease Near Carson City - - Previous Ownership: 50% Fisher Sand & Gravel / 50% Rich Buenting, CEO of RBH         ..Sterling Disclosed Rationale for Acquisition: - - “Expand into attractive western market with solid long- term growth prospects in NV and adjacent markets” - - “Expands service lines into aggregates and asphalt paving materials” - - “Immediately accretive to earnings per share” STRL Purchase Consideration Summary STRL Purchase Consideration91.7%$53.1RHB CEO Retained Equity8.3%4.8Total Equity Value$57.9RHB Existing Debt0.0RHB Cash 0.0Total Enterprise Value$57.9TEV / Adjusted EBITDA4.8xTEV / Revenue1.0x2010 Put / Call Option[1]6.0xLTM 6/30/2007EBITDA $14.7STRL Adj. to Determine Sustainable EBITDA(2.7) Adjusted EBITDA$12.0Revenues$58.5[1] Deal provides 2010 Put Option to STRL or Call Option by STRL of the 8.3% minority interest. EBITDA is calculated via simple average of 2008-2010 EBITDA ($ in millions) Source: STRL Investor Conference Call 11/1/07

RMX Comparable Company Analysis RMX Comparable Company Analysis ($ in millions except for per share data) Source: Capital IQ TEV / LTMLTMTEV / ForwardForwardPrice / As of April 7, 2008Market CapTEVRevenueEBITDAP / ERevenueEBITDAP / EBV [2] Global Building Materials / Aggregates / Ready-Mix Concrete CompaniesLafarge (ENXTPA:LG)$30,579.3$45,687.41.7x7.0x10.4x1.5x5.7x10.5x1.8xCRH / Old Castle Materials (ISE:CRG)21,080.329,318.90.9x6.3x9.6x0.8x6.3x9.4x1.7xCemex / Rinker (NYSE:CX)20,544.540,750.71.8x9.2x8.2x1.7x7.7x10.9x1.3xHeidelbergCement / Hanson (DB:HEI)21,614.445,533.12.7x12.4x6.4xNANANA1.9xHolcim Ltd. / Aggregate Industries (VIRTX:HOLN)28,259.544,044.01.7x6.2x7.4xNANANA1.5xHigh2.7x12.4x10.4x1.7x7.7x10.9x1.9xLow0.9x6.2x6.4x 0.8x5.7x9.4x1.3xMean1.7x8.2x8.4x1.3x6.610.3x1.6xMedian1.7x7.0x8.2x1.5x6.3x10.5x1.7xDomestic Building Materials / Aggreagates / Ready-Mix Concrete CompaniesVulcan / Florida Rock (NYSE:VMC)$7,616.8$11,238.83.4x12.1x15.5x2.6x8.5x15.2x2.0xMartin Marietta Materials (NYSE:MLM)4,526.45,637.02.6x9.9x18.1x2.6x9.1x17.0x4.8xTexas Industries Inc. (NYSE:TXI)1,739.42,074.42.0x11.7x19.2x1.8xNA14.4x2.2xUS Concrete Inc. (NasdaqNM:RMIX) [1]156.1453.90.6x6.3x12.2x0.6x6.1x17.3x0.8xMDU Resources Group Inc. (NYSE:MDU)4,883.66,011.41.4x6.8x11.3x1.3x6.2x13.6x1.9xEagle Materials (NYSE:EXP)1,558.51,892.72.4x7.6x12.8x2.5x9.2x17.8x3.6xMonarch Cement (OTCBB:MCEM)120.8137.30.9x4.4x7.9xNANANA1.2xContinental Materials (AMEX:CUO)38.355.70.3x14.0xNANANANA0.7xHigh3.4x14.0x19.2x2.6x9.2x17.8x4.8xLow0.3x4.4x7.9x0.6x6.1x13. 6x0.7xMean1.7x9.1x13.9x1.9x7.8x15.9x22xMedian1.7x8.7x12.8x2.2x8.5x16.1x2.0xAdj Mean [3]0.8x5.4x10.1x0.6x6.1x17.3x1.0xInternational and Domestic Building Materials / Aggreagates / Ready-Mix Concrete CompaniesHigh3.4x14.0x19.2x2.6x9.2x17.8x4.8xLow0.3x4.4x6.4x0.6x5.7x9.4x0.7xMean1.7x8.8x11.6x1.7x7.4x 14.0x2.0xMedian1.7x7.6x10.81.7x7.0x14.4x1.8x[1] US Concrete LTM P / E adjusted to exclude goodwill impairment charge of $82.2M resulting in adjusted earnings of $.32 per share versus a GAAP reported loss of ($1.67) per share[2] Represents Stock Price Per Share relative to Book Value per Share[3] Represents average of RMIX and MCEM only

RMX Comparable Transactions RMX Comparable Transaction Analysis ($ in millions) Source: Capital IQ, MergerStat and Securities Data Corporation AnnounceTEV / DateAcquirorTargetTEVLTM EBITDADomestic TargetsMar-07Titan Cement Co.S&W Ready Mix Concrete Co.$2354.9xFeb-07Vulcan Materials Co.Florida Rock Industries, Inc.4,12810.1xMay-06General Shale Brick, Inc.Robinson Brick Co.886.3xMar-06Cementos Argos S.A.Ready Mix Concrete Co4357.6xMar-06Hanson PLCMaterial Service Corporation (GD Sub.)3007.5xNov-04Audax Private Equity Fund, L..P.Ready Mix Concrete Co.2107.5xHigh10.1xLow4.9xMean7.3xMedian7.5xAdjusted Mean [1]6.8xInternational TargetsOct-06Cemex SAB de CVRinker Group Ltd.$13,89710.1xSep-04Cemex SAB de CVRMC Group PLC5,7716.5xMay-06LaFarge S.A.Lafarge N.A. (47% public minority)6,9628.3xJul-05Spohn Cement GmbHHeidelbergCement AG (78% minority)12,7118.1xJan-05Holcim Ltd.Aggregate Industries Ltd.4,6599.3xFeb-07Holcim Ltd.St. Lawrence Cement2,12011.3xHigh11.3xLow6.5xMean8.9xMedian8.8x[1] Vulcan Materials acquisition of Florida Rock Industries excluded from Adjusted Mean

Historical Valuation vs. Peers

Historic MVCO Enterprise Value Multiple Compared to Sterling Construction & U.S. Concrete [1] [2] 8.7x6.2x5.5x5.1x4.5x4.5x5.4x6.2x5.1x5.3x3.4x4.1x13.7x9.6x13.2x10.5x7.3x8.5x7.8x8.6x8.2x6.2x5.8x6.4xQ 3-2005Q4-2005Q1-2006Q2-2006Q3-2006Q4-2006Q1-2007Q2-2007Q3-2007Q4-2007Q1-2008PresentMVCOSterling Construction & U.S. Concrete Average Historic Discount 3.5x TEV / LTM EBITDA Current Discount 2.3x TEV / LTM EBITDA Historic Average TEV / LTM EBITDA Multiple Q3 2005 to PresentModifiedMVCO vs.MVCO vs. SterlingU.S.PeerPeer GroupPeer GroupMVCOConstructionConcreteGroup%Value High8.7x17.4x14.7x13.7x(36.9%)(5.1x) Low3.4x5.8x5.8x6.1x(43.6%)(2.7x) Average5.3x9.2x8.5x8.8x(39.7%)(3.5x) Median5.2x8.6x8.2x8.3x(37.5%)(3.1x) As of April 7, 2008 Source: CapitalIQ [1] STRL LTM EBITDA has been adjusted in Q4-2007 through present to include annual sustainable EBITDA of $12M from acquisition of RHB on 10/31/07 [2] MVCO LTM EBITDA represents reported amounts and has not been adjusted

Historic MVCO Enterprise Value Multiple Compared to Expanded Peer Group[1] [2] [3] [4] 8.7x6.2x5.5x5.1x4.5x4.5x5.4x6.2x5.1x5.3x3.4x4.1x11.5x9.9x13.6x10.4x8.9x10.2x9.6x11.7x9.1x5.9x5.3x5.5 xQ3-2005Q4-2005Q1-2006Q2-2006Q3-2006Q4-2006Q1-2007Q2-2007Q3-2007Q4-2007Q1-2008PresentMVCOExpanded Peer Group Average [1] Average Historic Discount 4.0x TEV / LTM EBITDA Current Discount 1.4x TEV / LTM EBITDA Source: CapitalIQ [1] Expanded Peer group average includes: STRL, RMIX, GVA, PCR [2] PCR LTM EBITDA has been adjusted in Q1-06 through Q4-06 to include a one-time after tax charge of $24.9M resulting from an adverse judgment related to litigation [3] STRL LTM EBITDA has been adjusted in Q4-2007 through present to include annual sustainable EBITDA of $12M from acquisition of RHB on 10/31/07 [4] MVCO LTM EBITDA represents reported amounts and has not been adjusted Historic Average TEV / LTM EBITDA Multiple As of April 7, 2008 Q3 2005 to PresentAverage of MVCO vs.MVCO vs. SterlingU.S.PeriniGranitePeerPeer GroupPeer GroupMVCOConstructionConcreteCorporationConstructionGroup%Value High8.7x17.4x14.7x18.5x14.9x13.6x(36.1%)(4.9x) Low3.4x5.8x5.8x4.3x4.8x5.3x(35.3%)(1.9x) Average5.3x9.2x8.5x10.5x9.0x9.3x(42.7%)(4.0x) Median5.2x8.6x8.2x11.0x9.0x9.7x(46.5%)(4.5x)

Historic Ready Mix Enterprise Value Multiple Compared to U.S. Concrete [1] 10.1x7.9x8.0x7.6x5.4x5.2x5.9x6.3x6.4x5.3x3.6x4.1x9.7x9.3x12.7x11.8x7.1x7.3x8.4x8.5x8.0x6.4x6.0x6.4xQ 3-2005Q4-2005Q1-2006Q2-2006Q3-2006Q4-2006Q1-2007Q2-2007Q3-2007Q4-2007Q1-2008PresentReady Mix, Inc.U.S. Concrete, Inc Average Historic Discount 2.2x TEV / LTM EBITDA Current Discount 2.3x TEV / LTM EBITDA Source: CapitalIQ. [1] RMX LTM EBITDA represents reported amounts and has not been adjusted RMX Average Since Q3-2005 (IPO) 6.3x TEV / LTM EBITDA Historic Average TEV / LTM EBITDA Multiple As of April 7, 2008 RMIX Average 8.5x TEV / LTM EBITDA

Historic Ready Mix Enterprise Value Multiple Compared to Expanded Peer Group[1] [2] [3] [4] 10.1x7.9x8.0x7.6x5.4x5.2x5.9x6.3x6.4x5.3x3.6x3.9x9.9x9.3x9.8x9.8x7.6x7.9x9.1x9.9x9.3x8.9x8.6x9.2xQ3- 2005Q4-2005Q1-2006Q2-2006Q3-2006Q4-2006Q1-2007Q2-2007Q3-2007Q4-2007Q1-2008Present RMX Expanded Peer Group Average [1] Average Historic Discount 2.8x TEV / LTM EBITDA Current Discount 5.3x TEV / LTM EBITDA Source: CapitalIQ. [1] Expanded Peer group average includes: CUO, EXP, FRK, MLM, MDU, MCEM, TXI, RMIX and VMC. [2] FRK is included through Q3-2007 due to closing of acquisition by Vulcan Materials. From time period of announcement of Vulcan Materials acquisition through close (Q1-2007 to Q3-2007) closing transaction TEV / LTM EBITDA multiple (11.1x) is used. [3] TXI is included beginning in Q3-2006 due to Chaparral Steel spin-off. [4] RMX LTM EBITDA represents reported amounts and has not been adjusted RMX Average Since Q3-2005 (IPO) 6.3x TEV / LTM EBITDA Historic Average TEV / LTM EBITDA Multiple As of April 7, 2008 Expanded Peer Group Average 9.1x TEV / LTM EBITDA

Description and Analysis of MVCI Expanded Peer Group

MVCI Peer Group — Business Descriptions HQ: Houston, Texas Employees: 1,200 Market Cap: $262.1 million (4/7/08) LTM Revenues:$306.2 million LTM EBITDA: $30.6 million LTM Adjusted EBITDA:$40.6 million (includes $10 million adjustment for RHB Acquisition) Total Enterprise Value:$255.1 TEV / LTM Adjusted EBITDA: 6.3x Business Description: STRL (NasdaqNM) Sterling Construction Company, Inc., through itssubsidiaries, engages in the construction and reconstruction of transportation and water infrastructure inthe United States. The company’s transportation infrastructure projects include highways, roads, bridges and light rail, and its water infrastructure projects include water, wastewater and storm drainage systems. The company provides general contracting services primarily to public sector clients utilizing its own employees and equipment for activities including excavating, paving, pipe installation and concrete placement. The company purchases the necessary materials for its contracts,the Company performs majority of work required by its contracts with its own crews and generally engage subcontractors for ancillary services. Customers: The company’s contracts are for public sector customers, including TXDOT, county and municipal public works departments, the Metropolitan Transit Authority of Harris County, Texas, or Metro, regional transit authorities, port authorities, school districts and municipal utility districts. The company’s major customers include TXDOT, the City of Houston and Harris County. History: Sterling Construction Co., Inc. was founded in 1954. Source: CapitalIQ

MVCI Peer Group — Business Descriptions Source: CapitalIQ HQ: Framingham, MA Employees: 4,100 Market Cap: $1,087.5 million (4/7/08) LTM Revenues:$4,628 million LTM EBITDA: $150.2 million Business Description: PCR (NYSE) Perini Corporation and its subsidiaries offer general contracting, construction management, and design-build services to private clients and public agencies worldwide.It also offers general contracting; preconstruction planning; and project management services, including planning and scheduling of the manpower, equipment, materials, and subcontractors required for a project. The company operates in three segments: Building, Civil, and Management Services. The Buildingsegment provides services to various markets, including hospitality and gaming, sports and entertainment, educational, transportation, healthcare, biotech, pharmaceutical, and high-tech. The Civil segment specializes in public works constructionand the repair, replacement, and reconstruction of infrastructure, primarily in the northeastern and mid-Atlantic United States. This segment also offers contracting services, including construction and rehabilitation of highways, bridges, mass transit systems, and wastewater treatment facilities. The Management Services segmentprovides construction, design-build, and maintenance services to the U.S. military and government agencies, as well as surety companies and multi-national corporations. HQ: Watsonville, California Employees: 4,200 Market Cap: $1,347 million (4/7/08) LTM Revenues:$2,737 million LTM EBITDA: $246.7 million Business Description: GVA (NYSE) Granite Construction Incorporated, together with its subsidiaries, operates as a heavy civil contractor and a construction materials producer forpublic and private sector clients in the United States. The company operates through two segments, Granite West and Granite East. The Granite West segment’s public sector projects include construction and improvement of streets,roads, highways, and bridges. Its private sector contracts include site preparation for housing and commercial development, including excavation, grading, and street paving, as well as installation of curbs, gutters, sidewalks, and underground utilities. This segment’s customers include departments of transportation of other states, county and city public works departments, and school districts, as well as developers and owners of industrial, commercial, and residential sites. The Granite East segment builds infrastructure projects, such as highways, dams, mass transit facilities, bridges, pipelines, canals, waterway locks and dams, and airport infrastructure. It also engages in the demolition, clearing, earthwork and grading, dewatering, drainage improvements, structural concrete, rail signalization, and concrete and asphalt paving activity. This segment’s customers include state departments of transportation, local transit authorities, and federal agencies. In addition, Granite Construction engages in the purchase, development, and sale of real estate projects, as well as in the provision of real estate services.

Description and Analysis of RMX Expanded Peer Group

Ready Mix, Inc. (AMEX: RMX) Ready Mix, Inc. manufactures and distributes ready mix concrete in Las Vegas, Nevada and Phoenix, Arizona metropolitan areas. It provides ready mix concrete, sand, and gravel products to concrete subcontractors, prime contractors, homebuilders, commercial and industrial property developers, and homeowners. The company was founded in 1996 and is based in Las Vegas, Nevada. Ready Mix, Inc. is a subsidiary of Meadow Valley Corporation. Geographic Presence 2006 Revenue Break-Out 2006 Operating Income Break-Out 2006 Revenue = $83.6M 2006 EBIT[1] = $6.8M Source: Ready Mix, Inc. 2006 10-K. [1] Operating income reduced for corporate overhead of $4.3M. ($ in millions) ($ in millions)

U.S. Concrete Inc. (NASDAQ: RMIX) NJ Geographic Presence[1] CA OK TX MI TN MS AZ NY DC DE MD 2006 Revenue[2] Break-Out 2006 Revenue[2] = $789.5M Source: US Concrete 2006 10-K. [1] Adjusted for dispositions to Old Castle Materials, Inc. [2] Does not reflect dispositions to Old Castle Materials, Inc. and Michigan JV. U.S. Concrete, Inc. engages in the production and sale of ready-mixed concrete, precast concrete, and concrete- related products in the United States. The company operates in two segments, Ready-Mixed Concrete and Concrete-Related Products, and Western Precast Concrete. The Ready-Mixed Concrete and Concrete-Related Products segment primarily engages in the formulation, preparation and delivery of ready-mixed concrete to the job sites of its customers. This segment also engages in the mining and sale of aggregates; the production, sale, and distribution of precast concrete and concrete masonry; and the resale of building materials. The Western Precast Concrete segment engages principally in the production, distribution and sale of precast concrete products. This segment produces precast concrete structures, such as utility vaults, specialty-engineered structures, curb inlets, retaining and other wall systems, and other precast products. ($ in millions)

[UPDATE] Ready Mix vs. U.S. Concrete — Comparison of Financial Scale and Asset Base READY MIX, INC. U.S. CONCRETE, INC. Financial Performance 2006 Revenue: $83.6M up 41% since 2004 2006 Report EBITDA: $8.4M up 49% since 2004 2006 Revenue: $789.5M up 58% since 2004 2006 Adj EBITDA : $87.7M up 114% since 2004 Cubic Yards ~ 1.0M ~ 8.7M Ready-Mix Plants 7 fixed ready-mix plants 0 portable ready-mix plants 138 fixed ready-mix plants 7 portable ready-mix plants Mixer Trucks 184 1,430 Aggregate Facilities 3 facilities 8 facilities 97M tons of proven reserves Concrete Plants None 10 pre-cast concrete plants 3 concrete block plants Markets Served Phoenix, AZ and Las Vegas, NV 11 States + D.C.

Continental Materials Corp. (AMEX: CUO) Continental Materials Corp. manufactures and markets heating, ventilation, and air conditioning (HVAC) products, and construction products in North America. Its HVAC products include gas-fired wall furnaces, console heaters, fan coils, and evaporative coolers. The company’s construction products include ready mix concrete, aggregates, and construction supplies. It also fabricates and sells hollow metal doors, door frames, and other hardware. Continental Materials sells its HVAC products through plumbing, heating, and air conditioning wholesale distributors to retail home-centers and other retail outlets, as well as to HVAC installing contractors and equipment manufacturers for commercial applications. It sells construction products primarily to general and sub-contractors, government entities, and individuals through direct sales personnel. 2006 Revenue[2] Break-Out 2006 Operating Income[3] Break-Out Source: Continental Materials Corporation 2006 10-K. [1] Reflects only locations related to the concrete, aggregates and construction supplies segment. [2] Revenues from external customers. [3] Operating income prior to allocation of corporate overhead of $3.1M and other income of $0.1M. Geographic Presence[1] CO 2006 Revenue[2] = $158.4M 2006 Operating Income Contribution[3] = $6.8M ($ in millions) ($ in millions)

Eagle Materials Inc. (NYSE: EXP) Geographic Presence[1] TX IL NV WY CA CO OK NM SC Source: Texas Industries FY2006 10-K (fiscal year ended March 31, 2007). [1] Includes Georgetown, SC plant; under construction as of FY2006 10-K publication. [2] Includes inter-company revenue of $63.9M. JV revenue netted against cement segment. [3] Does not include corporate overhead of $20.3M. Eagle Materials, Inc. engages in the manufacture, distribution, and sale of gypsum wallboard and cement primarily in the United States. Its products include gypsum wallboard, portland cement, recycled paperboard, and concrete and aggregates. The company’s gypsum wallboard operations include mining and extraction of gypsum from the ground; conversion of gypsum into plaster; processing of plaster; and sale of gypsum sheets. It manufactures and sells cement for the construction sector. The company’s recycled paperboard operations comprise manufacture of paper products from recycled paper fiber. The company’s concrete operations involves in the mixing of cement, sand, gravel, or crushed stone and water to form concrete that is sold to construction contractors. Its construction aggregates consists of the mining, extraction, production, and sale of crushed stone, sand, gravel, and lightweight aggregates, such as expanded clays and shales. FY2006 Revenue[2] Break-Out FY2006 Operating Income[3] Break-Out FY2006 Revenue[2] = $986.3M FY2006 Operating Income Contribution[2] = $213.4M ($ in millions) ($ in millions)

Martin Marietta Materials Inc. (NYSE: MLM) Martin Marietta Materials, Inc. engages in the production and sale of aggregates for the construction industry in the United States, Canada, the Bahamas, and the Caribbean Islands. It operates in two segments, Aggregates and Specialty Products. The Aggregates segment mines, processes, and sells granite, limestone, sand, gravel, and other aggregate products for use in all sectors of the public infrastructure, commercial and residential construction industries, and miscellaneous uses, such as agriculture, railroad ballast, and chemical uses. It also involves in the asphalt, ready mixed concrete, and road paving operations. The Specialty Products segment manufactures and markets magnesia-based chemical products for industrial, agricultural, and environmental applications; and dolomitic lime for use primarily in the steel industry. Its products have various uses, including flame retardants, wastewater treatment, pulp and paper production, etc. Geographic Presence CA OK TX TN MS MD AR AL FL GA IL IN KS IA KY LA MN MO MT NB NV NC OH SC WA VA WV WI WY Source: Martin Marietta Materials 2007 10-K. [1] Revenues from external customers. 2006 Revenue[1] Break-Out FY2006 Revenue[1] = $1,942.9M ($ in millions)

MDU Resources Group, Inc. (NYSE: MDU) Geographic Presence[1] CA TX IA MN MT WA WY ND OR ID AK HI Source: MDU Resources 2007 10-K and Capital IQ [1] Includes on locations related to construction materials and mining unit. [2] Revenue from external customers. 2006 Revenue[2] Break-Out ($ in millions) 2007 Revenue[1] = $4,247.9M MDU Resources Group, Inc. operates as a natural resource company in the United States. Its Electric segment generates, transmits, and distributes electricity in MT, ND, SD and WY. The company’s Natural Gas Distribution segment distributes natural gas in MT, ND, SD, WY, MN, OR and WA. Its Construction Services segment engages in electric line construction, pipeline construction, etc. The company’s Pipeline and Energy Services segment provides natural gas transportation, storage, and gathering services. Its Natural Gas and Oil Production segment engages in the acquisition, exploration, development, and production of natural gas and oil. The company’s Construction Materials and Contracting segment involves mining, processing, and selling construction aggregates, such as crushed stone, sand, gravel, and related construction materials, including ready-mixed concrete, cement, asphalt, and liquid asphalt. This segment also performs construction services.

Monarch Cement Co. (OTC BB: MCEM.OB) 2006 Revenue[2] Break-Out 2006 Operating Income[3] Break-Out 2006 Revenue[2] = $154.2M 2006 EBIT[3] = $19.7M Source: Monarch Cement Company 2006 Annual Report. [1] Reflects physical locations, except for Oklahoma which is market served. [2] Revenues from external customers. [3] Reflect reductions associated for overhead. Geographic Presence[1] KS NE MO IA AR OK The Monarch Cement Co. engages in the manufacture and sale of portland cement in the United States. Its products also include ready-mixed concrete, concrete products, and sundry building materials. The company’s products are used in highway, bridge, and building construction. In addition, The Monarch Cement Company owns and operates quarries. It has operations in the State of Kansas, Iowa, southeast Nebraska, western Missouri, northwest Arkansas, and northern Oklahoma. ($ in millions) ($ in millions)

Texas Industries Inc. (NYSE: TXI) FY2007 Revenue[1] Break-Out FY2007 Operating Income[2] Break-Out FY2006 Revenue[1] = $877.8M ($ in millions) ($ in millions) FY2006 Operating Income Contribution[2] = $213.4M Source: Texas Industries FY2007 10-K (fiscal year ended May 31, 2007). [1] Revenues from external customers. [2] Does not reflect unallocated divisional overhead and other income, net of $11.7M and corporate overhead of $45.2M Texas Industries, Inc. engages in the supply of heavy building materials in the United States. It operates in three segments: Cement, Aggregates, and Consumer Products / Ready-Mix Concrete. The Cement segment produces and sells gray portland cement, as well as specialty cements, such as white portland, masonry, and oil well cements. The Aggregate segment produces and sells natural aggregates, including sand, gravel, and crushed limestone. It also offers specialty lightweight aggregates, such as shale and clay aggregates. The Consumer Products segment produces and sells ready-mix concrete, packaged concrete mix, mortar, sand, and related products. The company serves various end-use markets, such as public works, residential, commercial, retail, industrial and institutional construction, and energy markets primarily in Texas, Louisiana, Oklahoma, Arkansas Colorado, and California. Geographic Presence TX AR LA CO CA OK

Vulcan Materials Co. / Florida Rock Industries, Inc. (NYSE: VMC) Vulcan Materials Co. produces construction aggregates and other construction materials in the United States and Mexico. Its construction aggregates include crushed stone, sand and gravel, rock asphalt, and recrushed asphalt and concrete, which are used in various constructions, including highway construction and maintenance, and production of asphaltic and portland cement concrete mixes, as well as used as railroad track ballast. The company also offers other products and services, including asphalt mix and related products, concrete, trucking services, and water transportation services. Vulcan Materials Co.’s customers include heavy construction and paving contractors; commercial building contractors; concrete products manufacturers; residential building contractors; state, county, and municipal governments; railroads; and electric utilities. It serves its customers by truck, rail, and water distribution networks Geographic Presence[1] MD CA AZ TX NM AR TN AL FL GA SC KY NC VA IL IN WI PA LA Estimated PF Revenue[2] Break-Out Source: Vulcan Materials 2006 10-K and Florida Rock FY 2007 10-K (fiscal year ended September 31, 2007). [1] Pro-forma for merger with Florida Rock. [2] Estimated pro-forma for the Florida Rock acquisition. ($ in millions)

Statement of Limiting Condition The content and analyses contained herein (the “Presentation”) are the property of Alvarez and Marsal — Corporate Finance (“A&M”) and may not be copied or distributed without the express consent of A&M. By your receipt and review of these materials, you agree to be bound by the terms of this Statement of Limiting Conditions. The financial information contained herein has been prepared by MVCO (“MVCO” or the “Company”) and A&M has relied on the accuracy thereof. Certain financial information is preliminary in nature and subject to adjustments. A&M makes no representations as to the accuracy or completeness of the financial information contained herein and expressly disclaims any liability associated therewith. As financial advisor to the Company, A&M has relied on the truth, accuracy and completeness of the representations of current management and counsel and disclaims all liability for any misrepresentation or omissions that may be contained herein based on such statements. Any analyses contained herein (as well as any suggestions or recommendations contained herein and / or derived from the content of this Presentation) are preliminary in nature and subject to reconsideration and modification. This Presentation shall in no way be considered a solicitation or recommendation to any party to participate or support a particular course of action or transaction. A&M makes no representation or guarantee that any strategic alternative in general or any transaction in particular is the best course of action for the Company or, if formulated, that the execution of any proposed strategic alternative will, if required, be accepted or approved by the Board of Directors or the Company’s stockholders and other constituents. Further A&M assumes no responsibility for the selection and approval of any strategic alternative presented to the Company and / or the Company’s Board of Directors, which determination shall rest with the Company and / or the Company’s Board of Directors. Material non-public and / or confidential information is contained in this Presentation (“Confidential Information”). Accordingly, any such Confidential Information obtained through your receipt of this Presentation, and any analyses of such information, is to be considered strictly confidential. Distribution of this document or disclosure of any Confidential Information set forth herein to any party other than the intended recipient of this Presentation is expressly prohibited without the prior written authorization of the Company and A&M.

EX-99.(C)(4)

Exhibit (c)(4)

CONFIDENTIAL DISCUSSION MATERIALS MEADOW VALLEY CORPORATION SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS JUNE 9, 2008 1

CONFIDENTIAL Statement of Limiting Condition The content and analyses contained herein (the “Presentation”) are the property of Alvarez and Marsal — Corporate Finance (“A&M”) and may not be copied or distributed without the express consent of A&M. By your receipt and review of these materials, you agree to be bound by the terms of this Statement of Limiting Conditions. The financial information contained herein has been prepared by MVCO (“MVCO” or the “Company”) and A&M has relied on the accuracy thereof. Certain financial information is preliminary in nature and subject to adjustments. A&M makes no representations as to the accuracy or completeness of the financial information contained herein and expressly disclaims any liability associated therewith. As financial advisor to the Company, A&M has relied on the truth, accuracy and completeness of the representations of current management and counsel and disclaims all liability for any misrepresentation or omissions that may be contained herein based on such statements. Any analyses contained herein (as well as any suggestions or recommendations contained herein and / or derived from the content of this Presentation) are preliminary in nature and subject to reconsideration and modification. This Presentation shall in no way be considered a solicitation or recommendation to any party to participate or support a particular course of action or transaction. A&M makes no representation or guarantee that any strategic alternative in general or any transaction in particular is the best course of action for the Company or, if formulated, that the execution of any proposed strategic alternative will, if required, be accepted or approved by the Board of Directors or the Company’s stockholders and other constituents. Further A&M assumes no responsibility for the selection and approval of any strategic alternative presented to the Company and / or the Company’s Board of Directors, which determination shall rest with the Company and / or the Company’s Board of Directors. Material non-public and / or confidential information is contained in this Presentation (“Confidential Information”). Accordingly, any such Confidential Information obtained through your receipt of this Presentation, and any analyses of such information, is to be considered strictly confidential. Distribution of this document or disclosure of any Confidential Information set forth herein to any party other than the intended recipient of this Presentation is expressly prohibited without the prior written authorization of the Company and A&M. 2

CONFIDENTIAL Key Considerations for the Special Committee Having concluded that it is appropriate to consider a sale transaction, the Special Committee must determine answers to the following questions: How do we run a sale process that maximizes value? - - Should we initiate process with / without stalking horse bidder? — Advantages of stalking horse bidder? Disadvantages of stalking horse bidder? — Careful consideration must be given to stalking horse offer price and other terms and conditions of proposed merger agreement (execution risks? / binding?) Valuation range in today’s environment? Future potential? — Current state of financial performance compared to near and long-term prospects? — Risk to business? Potential upside to business? — Current state of the industry? Future potential? — Potential buyers reaction to a sale of the business (strategic / financial)? — Current state of the M&A / financing environment? Future potential? 3

CONFIDENTIAL Summary Terms of the Insight Offer Key Terms Description Purchase price $11.25 / share resulting in merger consideration of $59.6 million based on FD shares outstanding + assumption of all liabilities Financing condition None Go-shop period length 45 days from date of execution of Merger Agreement Go-shop termination fee 2.5% of merger consideration or $1.5M + expenses (within 45 day go-shop period) Termination fee 4.5% of merger consideration or $2.7M + expenses (outside of 45 day go-shop period) Reverse termination fee 2.5% of merger consideration or $1.5M + expenses General: requisite shareholder vote, favorable fairness opinion, no injunction Financing (buyer): none Conditions Representations and warranties: include employee related, tax, environmental, real property, material contracts, etc.; must be true and correct, if not, must rise to material adverse effect Bonding capacity: $200M / $50M vs existing $250M / $70M (req’d reduction of 20% / 29%) Backlog $112.5M vs existing $179M as of 4/30/08 (required reduction of 37%) Conditions — financial performance Min BV of MVCO equity $31M vs projected $38M^[1] (required projection miss of 18%) (at closing) MVCI LTM EBIT of $5.5M vs projected 8.2M^[1] (required projection miss of 33%) RMX LTM EBIT of ($4.0M) vs projected (2.1M)^[1] (required projection miss of 93%) Material adverse effect See page #26 [1] Assumed October 31, 2008 close 4

CONFIDENTIAL Key Considerations in Selecting Insight Offer as Stalking Horse Advantages Disadvantages Provides shareholders with the opportunity to monetize            Potential for strategic buyer to pay higher premium given investment in illiquid stock at a premium to the current strategic value, synergies, etc. trading price Premium to share price at low-end of range of historic going- Sets in motion process to sell the company which has been private transaction Premiums the expressed desire of multiple large shareholders — Uncertain reaction by activist shareholders Insight has indicated that if their bid is not accepted it is            extremely unlikely they will participate in a future sale — Below cost basis of several large shareholders process            Required to pay termination fees in the event a topping buyer is selected No financing contingency in merger agreement — Go-shop term fee: $1.5M or $.28 per share + Reverse termination fee payable to MVCO by Insight (present expenses in only 26% of precedent similar sized transactions ^[1]) Term fee: $2.7M or $.51 per share + expenses of sale of among — Timing MVCI may be opportunistic given, other things, all-time high backlog level and potential risks to            RMX operating performance at trough, expected to recover the business Implied value of MVCI (4.4x 2008 Adj EBITDA) appears to be Recovery of RMX may not be fully evident until 2009+ at low-end of range, based on sum of the parts analysis, see creating potential near-term downward drag on MVCO page #12 (assumes RMX equity value at 25% premium to financial performance and share price current market price or 0.9x book value of equity) Limited expressed acquisition interest in MVCO from potential            Other interested buyers may feel disadvantaged by buyers both pre-YVM 8K and post-YVM 8K management involvement in Insight Offer and as such may not aggressively participate in go-shop process Go-shop process provides ability to secure topping buyer            Go-shop time period creates timing pressure on the sale Go shop time period at high end of range —process that would not be evident without a stalking horse — Go shop termination fees slightly above comp avg            Insight could terminate the agreement without financial Sets a floor share price valuation in discussions with penalty in the event of deterioration in financial performance prospective buyers due to conditions to closing and material adverse effect            provisions Uncertainty of overall economy, state government budgets, lending markets and M&A environment            Reverse termination fee of $1.5M + expenses is below comparable transactions where reverse termination fees Overall MVCO valuation (6.4x 2008 Adj EBITDA) appears in exist (partially muted by reputation risk to Insight given line with select peers despite historic trading discount public nature of process) [1] Represents deal sizes ranging from $25 — $250 million in Total Enterprise Value of U.S. public company targets purchased by U.S. or international acquirers since 2004 5

CONFIDENTIAL MVCO Fundamentals and Historical Share Price Performance MVCO Fundamentals MVCO Relative Stock Price Performance — 2 Years Relative Stock Price Performance from June 5, 2006 to June 3, 2008 Strong position in robust markets 100 = Closing Price on June 3, 2006 Strong Backlog of $179M at historic peak, 175% Services bonding capacity at $250 million Segment 150% Expanded Peer Potential NM litigation proceeds Group [1] 125% 91% Increased competition for new work / rising cost of materials 100% MVCO 86% 75% Weak recent and expected near- STRL & RMIX 50% Weak Materials term performance 55% Business with Expansion creates significant future 25% Solid LT opportunities Jun-06 Sep-06 Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Prospects Positioned well in markets that are expected to resume strong growth MVCO Expanded Peers [1] STRL & RMIX post-economic recovery [1] Based on simple average of Expanded Peer Group which is comprised of STRL, RMIX, GVA, PCR            Min interest discount of public float MVCO Stock Price Performance Summary — 5 Years As of June 3, 2008; MVCO Closing Price = $9.77 Uncertain general macro-economic Uncertain environment, significant slowdown in Russell Volume Price at MVCO Microcap^® Near-Term construction activity generally Calendar Weighted Trading Range Start of Total Total Macro-Economic Period Price [1] High Low Period Return [2] Return [3] Environment Strong AZDOT / NDOT anticipated projects . . . potential for owner 3 — Month $10.1 $11.5 $8.2 $10.0 (2.3%) (3.1%) STRL 6-Mo. delays on new work awarded Performance 6 — Month 10.7 13.4 8.2 13.1 (25.1%) (8.5%) (18%) 1 — Year 11.9 14.1 8.2 13.9 (29.6%) (19.6%) 2008E YOY Adj. EBITDA growth: 2 — Years 11.4 14.1 8.2 11.4 (14.1%) (5.1%) Mixed MVCI +11% / RMI -69% 3 — Years 11.1 15.6 5.4 5.4 80.9% 4.2% Financial MVCO EPS of $.77 / share for 2007; 5 — Years 9.5 15.6 1.1 1.2 714.2% 11.9% Performance $.62 / share expected for 2008 [1] Since start of period [2] Total return is calculated using share price as of 6/3/08 and share price at beginning of calendar period [3] Russell Microcap Index includes 1,000 U.S. stocks with a median market capitalization is $180 million 6

CONFIDENTIAL YTD Financial Performance and Summary Financial Projections MVCO April 2008 YTD Operating Results vs. Plan MVCO 2007 — 2010E Operating Projections ($ in millions) ($ in millions) YTD APRIL 2008 MVCO MVCO INCOME STATEMENT Actual Plan $        B / (W) % B / (W) Key Operating Metrics 2007 2008E 2009E 2010E Revenues, Net of I/C Sales $77.5 $83.4 ($5.9) (7.1%) Revenue $205.9 $232.8 $268.0 $306.5 COGS 72.4 78.7 6.3 8.0% Yr / Yr Growth — 13.1% 15.1% 14.3% Gross Profit 5.2 4.8 0.4 7.8% Gross Profit $17.4 $13.7 $16.6 $23.4 SG&A 3.4 3.5 0.1 3.1% Yr / Yr Growth — (21.3%) 21.2% 40.7% Earnings from Operations 1.8 1.3 0.5 37.1% Earnings from Operations $5.6 $3.3 $4.7 $10.2 Interest Income 0.3 0.5 Yr / Yr Growth — (40.6%) 41.9% 117.2% Interest Expense (0.0) (0.5) Other Income (0.1) 0.1 Net Income After Min Int $4.1 $3.3 $3.7 $6.3 Earnings Before Taxes 2.0 1.4 0.6 40.3% Yr / Yr Growth — (19.5%) 14.4% 69.6% Provision for Income Tax (0.7) (0.5) Reported EBITDA $13.1 $10.8 $11.8 $17.1 Yr / Yr Growth — (17.6%) 9.8% 44.6% Net Income $1.3 $0.9 $0.4 39.3% Minority Interest 30.6% 0.2 0.2 Adjusted EBITDA $15.9 $12.0 $13.1 $18.4 Net Income After Min Int $1.5 $1.1 $0.4 40.6% Yr / Yr Growth — (24.6%) 9.0% 40.7% EBITDA SUMMARY Reported EBITDA $4.2 $4.0 $0.1 3.5% EBITDA SUMMARY Interest Exp. Incl. in COGS [1] 0.3 0.4 Reported EBITDA $13.1 $10.8 $11.8 $17.1 Apex Testing Corp. [2] (0.1) 0zx . Interest Exp. Incl. in COGS [1] 1.1 1.2 1.3 1.3 Adjusted EBITDA $4.4 $4.5 ($0.0) (0.5%) Apex Testing Corp. [2] 0.6 0.0 0.0 0.0 Adjusted EBITDA $15.9 $12.0 $13.1 $18.4 B / (W) impacted by lower actual Other Income, Depreciation, and Interest Expense A&M-CF has not independently evaluated the reasonableness of the Company’s financial projections and A&M-CF has assumed that the forecasts were reasonably prepared reflecting the best currently available estimates and judgments of MVCO’s management as to the future financial performance of the Company [1] Adjustments to reflect Interest Expense reported above Operating Income Line [2] Adjustments for EBITDA / negative EBITDA & Net Income / (Loss) for Apex Test. Corp. which is expected to be excluded from a sale transaction 7

CONFIDENTIAL Purchase Offer Premium & Historic Purchase Premiums Paid Purchase Offer Premium Summary Final Premium Paid — % Over Share Price ^{[1] [2]} (per share data) AVERAGE PREMIUMS: STRATEGIC & FINANCIAL BUYERS ALL INDUSTRIES 60% Purchase Offer Price — MVCO $11.25 MVCO Share Price 1-Day Prior (6/6/08) [1] $9.67 50% Offer Premium — 1-Day 16.3% 44% 40% MVCO Share Price 5-Days Prior (6/2/08) [1] $10.26 36% 36% 34% 34% 34% 33% 34% 31% 32% 31% Offer Premium — 5-Days 9.6% 31% 29% 29% 29% 30% MVCO Share Price 30-Days Prior (4/28/08) [1] $10.17 Offer Premium — 30-Days 10.6% 20% [1] Intervals represent trading days and share prices represent closing share price on the day indicated 10% 0% 2004 05 20 2006 007 2 08 YTD 20 Average 1 Day Premium Average 5 Day Premium Average 30 Day Premium Trxs: 98 103 106 102 32 Average 1-Day Premium: 31% Average 5-Day Premium: 32% Average 30-Day Premium: 36% The Insight Offer premium is below average historic purchase Premiums paid in similar sized transactions [1] Data represents deal sizes ranging from $25 — $250 million in Total Enterprise Value of U.S. public company targets purchased by U.S. or international acquirers. Data excludes negative premiums and premiums larger than 100%. [2] Intervals represent trading days 8

CONFIDENTIAL MVCO Top Institutional Shareholders Top Institutional Holders “. . . we believe that the Board must immediately engage an independent, nationally recognized, investment bank with relevant industry and transactional experience to TOP 14 INSTITUTIONAL HOLDERS Shares Held % Outstand YTD Change Basis [1] quantify the value achievable in a sale and then conduct a full and robust auction process to sell the Company and Carpe Diem Capital Management LLC 424,415 8.0% 22,583 $11.86 [2] achieve that value.” North Atlantic Value LLP 411,900 7.8% 0 11.32 [2] Letter to Independent Directors Lord, Abbett & Co. LLC 373,113 7.1% 48,837 12.73 Tontine Capital Management LLC 344,452 6.5% 0 4.95 Wellington Management Company LLP 281,577 5.3% 71,136 11.45 Hoak Capital Corporation 273,924 5.2% 0 11.47 [2] Praesidium Investment Management Company, LLC 244,997 4.6% (32,704) 3.72 AXA Rosenberg Investment Management LLC 229,377 4.3% 25,713 11.68 Bay Harbour Management L.C. 169,519 3.2% 0 12.68 Barclays Global Investors 128,721 2.4% (396) 11.04 Baird Investment Management 127,575 2.4% 1,700 8.66 DDJ Capital Management, LLC 120,888 2.3% 0 11.31 “ [North Atlantic Value] . . . Believe[s] that the Company’s market capitalization is so low that the costs Kennedy Capital Management, Inc. 95,600 1.8% 0 10.34 of being public are prohibitive and that the Board of Perritt Capital Management, Inc. 81,800 1.5% 0 12.04 Directors should consider thoroughly potential Total 3,307,858 62.6% 136,869 $10.32 opportunities to enhance shareholder value through, [1] Unless otherwise noted, estimated based on volume weight share price during quarter of trading immediately preceding 13D filing among other options, a business combination or sale of [2] Based on 13D filings the Company or its assets. ” 13-D Filing 9

CONFIDENTIAL MVCO Trading Activity at Select Price Ranges Expressed as a % of Undiluted Shares Outstanding (5,179,000) Period Total < / = $10.00 $10.01 - $11.25 $11.26 — $12.00 $12.01 + % of Undiluted Shares Outstanding 12-Month 10.45% 6.88% 5.30% 28.08% 50.7% 6-Month 10.45% 6.88% 2.00% 4.18% 23.5% 3-Month 9.14% 5.17% 0.16% 0.00% 14.5% 10

CONFIDENTIAL MVCO TEV Analysis MVCO TEV Calculation Summary ($ in millions) MVCO TEV CALCULATIONS Adjusted TEV TEV Revised Offer Price (4/28/08) $11.25 $11.25 MVCO FD Shares Outstanding 5.3 5.3 MVCO Equity Value $59.6 $59.6 MVCI Debt $5.9 $5.9 RMX Debt 10.2 10.2 Applicable Debt $16.1 $16.1 MVCI Cash $22.7 $22.7 Cash Adjustment [1] 0.0 (18.7) Net MVCI Cash $22.7 $4.1 RMX Cash 7.0 7.0 Applicable Cash $29.7 $11.0 Net Debt ($13.5) $5.1 Minority Interest in RMX 12.6 12.6 Market Value Adjustment to Min Int in RMX 0.0 0.0 Total Enterprise Value $58.7 $77.3 Reported Adjusted 2008 EBITDA EBITDA [2] EBITDA [3] Select Comps MVCI 2008 EBITDA $9.3 $9.8 STRL 6.4x [4] RMX 2008 EBITDA 1.4 2.2 RMIX 7.7x 2008 MVCO EBITDA $10.8 $12.0 TEV / 2008 EBITDA 5.5x 6.4x [1] MVCO Cash adjustment based on 3/31/08 Billings in Excess of Costs, Net [2] Reported EBITDA before adjustments for Interest Expense included in COGS and Apex adjustments [3] Adjusted EBITDA includes add back of Interest Expense included in COGS and Apex adjustments [4] Includes Cash Adjustment for Billings in Excess of Cost, Net 11

CONFIDENTIAL Sum of the Parts Analysis at Insight Offer of $11.25 / Share RMX Enterprise Value (With 25% Control Premium) Implied MVCI Enterprise Value ($ in millions) ($ in millions) Insight Purchase Offer Price — MVCO $11.25 RMX Share Price (June 6, 2008) $5.70 Shares Outstanding (Fully Diluted) 5.3 Control Premium [1] 25% Total Equity Value of MVCO $59.6 Control Premium Share Price $7.13 Add: Minority Interest of RMX (Based on MV) [1] 6.6 MVCO Owned Shares of RMX 2.6 Total Equity Value 100% of MVCI & 100% of RMX $66.3 Value of MVCO Ownership of RMX (Control Premium) $18.8 Less: RMX Equity Value (No Control Premium) [2] (21.7) Minority Interest Equity Value (Based on MV) [2] 6.6 Less: Value of MVCO Control Premium on RMX Ownership [3] (3.8) Total RMX Equity Value (Control Premium for MVCO Owned Shares $25.5 Equity Value of MVCI Stand-Alone $40.8 Total Existing Debt 10.2 Implied MVCI Share Price $7.70 Cash (Including Restricted Cash) (7.0) Shares Outstanding (Fully Diluted) 5.3 Total Enterprise Value (With Control Premium for MVCO Owned Sh $28.8 Select Comps Equity Value of MVCI $40.8 RMIX 1.2x MCEM 1.2x MVCI Total Existing Debt 5.9 Value of MVCO Control Premium on RMX Ownership [1] $3.8 MVCI Cash (Including Restricted Cash) (22.7) Cash Adjustment [4] 18.7 Total RMX Equity Value (Control Premium for MVCO Owned Shares) $25.5 Select Comps [5] Adjusted Total Enterprise Value $42.6 STRL 6.4x RMX Shareholder Equity $28.6 GVA 6.1x Price to Book Value 0.9x MVCI Reported EBITDA $9.3 RHB Acq 4.8x Select Comps RMIX 7.7x MVCI Interest Expense Included in COGS 0.4 RMX Reported EBITDA $1.4 MVCI Adjusted EBITDA $9.7 RMX Interest Expense Included in COGS 0.8 RMX Adjusted EBITDA $2.2 TEV / 2008 Adjusted EBITDA 4.4x TEV / LTM Adjusted EBITDA (3/31/08) 4.0x TEV / 2008 Adjusted EBITDA 12.9x [1] RMX share price multiplied by minority shares TEV / LTM Adjusted EBITDA (3/31/08) 5.6x [2] RMX share price multiplied by fully diluted shares outstanding [3] Represents control premium for MVCO ownership of RMX majority shares Select Comps [5] [1] Represents control premium for MVCO ownership of RMX majority shares [4] Reflects balance of 3/31/08 Billings In Excess of Cost on Uncompleted Projects, Net STRL 7.0x [2] RMX share price multiplied by minority shares GVA 5.1x Select Comps RMIX 7.3x MCEM 4.9x [5] Includes Cash Adjustment for Billings in Excess of Cost, Net 12

CONFIDENTIAL Illustrative Buy-Out Analysis The analysis below reflects an illustrative financial sponsors view of a MVCO buy-out at $11.25 / share assuming a purchase on January 1, 2008 and investment monetization date of December 31, 2012 ^[1] MVCO Buy-Out Purchase Price Potential Distributions Sponsor Returns Calculation at Select Purchase Price Multiples ($ in millions) ($ in millions) PURCHASE ASSUMPTIONS Sponsor Returns December 31, 2012 Exit Purchase Offer Price — MVCO (4/28/08) $11.25 Terminal Fully Adjusted EBITDA $22.3 EBITDA Exit Multiple 6.00x Shares Outstanding (Fully Diluted) 5.3 Enterprise Value $133.7 Total Equity Value $59.6 Total Existing Debt 16.1 Less: Debt (31.9) Cash (Including Restricted Cash) (29.7) Plus: Cash 70.9 Minority Interest (BV) 12.6 Less: Billings in Excess of Cost, Net (18.5) Total Enterprise Value (BV of RMX Min Int) $58.7 Less: Minority Interest (16.4) Market Value Adjustment to Minority Interest [1] 0.0 Equity Value $137.9 Illustrative Cash Adjustment [2] 18.7 Sponsor Cash Flows Adjusted Total Enterprise Value $77.3 1-Jan-08 (45.4) 31-Dec-12 $137.9 Adjusted TEV / 2008 Adjusted EBITDA 6.4x Sponsor IRR 25% [1] Reflects balance of 3/31/08 Billings In Excess of Cost on Uncompleted Projects, Net Sources and Uses Sponsor IRR Sensitivity to Share Price Premium / Exit Mult ($ in millions) ($ in millions) Sources Uses Sponsor IRR Sensitivity Excess Cash Rate Fees $0.0 Equity Purchase Price $59.6 Purchase Price / Share & Additional Debt 9.00% 2.00% 15.0 Transaction Related Expenditures 0.5 Share Price Premium to Current Price New Sponsor Equity 45.4 Financing Fees 0.3 $11.99 $11.60 $11.22 $11.02 $10.44 Total $60.4 Total $60.4 24.8% 24.0% 20.0% 16.0% 14.0% 8.0% 5.50x 21% 22% 23% 23% 25% Exit 5.75x 22% 23% 24% 24% 26% Multiple 6.00x 23% 24% 25% 26% 27% 6.25x 24% 25% 26% 27% 28% 6.50x 25% 26% 27% 27% 29% A financial sponsor may target ~ 25% IRR in a buy-out of MVCO [1] For purposes of forecasting financial performance past 2010, we have assumed growth in Adjusted EBITDA of 10% for 2011 and 2012. 13

CONFIDENTIAL Illustrative STRL Acquisition of MVCI STRL structure a transaction to acquire 100% ownership of MVCI (using cash + stock) and contemporaneously you can distribute MVCO’s shares of RMX pro-rata to existing MVCO shareholders as add’l purchase consideration MVCI Purchase Price Analysis Distributions to MVCO Shareholders (With RMX Control Prem) Potential Distributions at Select Purchase Price Multiples ($ in millions) Control Premium to RMX Shares Implied MVCI Current Price / Share [1] $7.76 Purchase Price / Share 8.51 RMX Shares Owned by MVCO (Fully Diluted) 2.6 % Premium 9.7% MVCO Shares Outstanding (Fully Diluted) 5.3 Shares Outstanding (Fully Diluted) 5.3 RMX / MVCO Ratio 49.9% Equity Value $45.1 Total Existing Debt (Q1-08) 5.9 Value of Distrubuted Shares of RMX — Control Premium (June 3, 2008) $7.00 Minority Interest 0.0 RMX / MVCO Ratio 49.9% Cash, Including Restricted Cash (Q1-08) (22.7) Implied Total Enterprise Value $28.3 RMX Value Distributed / Share of MVCO $3.49 Illustrative Required Cash Adjustment [2] 18.7 Cash Value of MVCI Distributed / Share of MVCO 8.51 Adjusted Total Enterprise Value $47.0 Total Distributed Value / Share to MVCO Shareholders $12.00 Adjusted TEV / Adjusted EBITDA 4.8x STRL 2008 EPS Impact—Varied By Equity Purchase Price (MVCI) Potential Distributions at Select Purchase Price Multiples & Synergies (40% Stock / 40% Debt / 20% Cash) STRL Purchase Distributions to Considerations MVCO Shareholderes Implied MVCI Price (with RMX Control Premium)/ Share Price Premium to Current MVCI Price / Purchase Implied No 25% Total Distributions Per Share (MVCO Shareholders) Multiple STRL Control Control $11.25 $10.48 $9.70 $8.92 $8.15 TEV / EBITDA Accretion % Premium Premium 45.0% 35.0% 25.0% 15.0% 5.0% 4.8x 10.5% $11.31 $12.00 $14.72 $13.95 $13.18 $12.41 $11.64 5.0x 10.0% 11.67 12.36 $0.00 $0.10 $0.11 $0.13 $0.15 $0.16 5.2x 9.5% 12.03 12.72 Estimated 0.75 0.13 0.15 0.16 0.18 0.19 5.4x 9.0% 12.39 13.08 Synergies 1.50 0.16 0.18 0.19 0.21 0.23 ($ millions) 2.25 0.19 0.21 0.23 0.24 0.26 5.6x 8.4% 12.74 13.44 3.00 0.23 0.24 0.26 0.28 0.29 5.8x 7.9% 13.10 13.79 STRL acquisition of MVCI at 4.8x 2008 Adjusted EBITDA (= RHB Acquisition Multiple) results in $0.15 / share 10.5% accretion to STRL [1] Based on stand-alone valuation of MVCI with 25% control premium assumed for RMX [2] Reflects balance as of 3/31/2008 Billings in Excess of Cost on Uncompleted Projects, Net Note: STRL 2008 financial projections sourced from Morgan Joseph Equity Research estimates 14

CONFIDENTIAL Illustrative STRL Acquisition of MVCI (cont’d) STRL structure a transaction to acquire 100% ownership of MVCI (using cash + stock) and contemporaneously you can distribute MVCO’s shares of RMX pro-rata to existing MVCO shareholders as add’l purchase consideration Transaction Assumptions Pro Forma Combined Operations ($ in millions) 2008 Purchase Price Premium 9.7% MVCI Revenue (Q1-2008 Revised Plan) $161.5 Purchase Price / Share $8.51 STRL Revenue 440.8 Combined Revenue $602.2 Purchase Price of Equity $45.1 MVCI Reported EBITDA (Q1-2008 Revised Plan) $9.3 Estimated Financing Fees Paid 0.3 STRL EBITDA [1] 43.7 Estimated Transaction Expenses Paid 0.5 Combined EBITDA $53.0 All-In Purchase Price $45.9 MVCI Adjusted EBITDA (Q1-2008 Revised Plan) $9.8 Existing Cash as a % of Equity Purchase Price + Fees / Exp 20.0% STRL EBITDA [1] 43.7 Stock Consideration as % of Equity Purchase Price + Fees / Exp 40.0% Combined Adjusted EBITDA $53.5 New Debt Issued as a % of Equity Purchase Price + Fees / Exp 40.0% New Debt Issued $18.4 STRL Net Income from Continuing Operations [1] $20.2 Incremental Financing Fees Amortization (After-Tax) (0.0) Tax Rate 35.5% Incremental Interest Expense (After-Tax) (0.9) LIBOR 2.75% Lost Interest Income (After-Tax) (0.2) New Debt Interest Rate LIBOR+ 500 bps 7.75% After Tax Synergies 0.0 Adjusted MVCI Net Income (Q1-2008 Revised Plan) 4.8 Financing Fees Amortization Period 5.0 years Pro Forma Combined Net Income $23.8 Interest Income Rate 3.00% Estimated Annualized Synergies $0.0 STRL Fully Diluted Shares Outstanding 13.7 New Shares Issued (share price as of 6/3/08) $19.37 0.9 Pro Forma Fully Diluted Shares Outstanding 14.7 Sources & Uses Pro Forma Combined EPS $1.6 STRL Stand-Alone EPS (Cont Ops) 1.5 Accretion / (Dilution) in $ 0.15 ($ in millions) Accretion / (Dilution) in % 10.5% Existing Cash $9.2 Equity Purchase Price $45.1 [1] STRL 2008E is sourced from Morgan Joseph & Co. Inc Equity Research Reports New Debt Issuance 18.4 Fees and Expenses 0.8 STRL Equity 18.4 Total $45.9 Total $45.9 15

CONFIDENTIAL Analysis of Termination Fees Potentially Payable by MVCO to Insight Average Go-Shop Term Fee (Within 45 Day Go-Shop Period) Average Termination Fee (Outside of Go-Shop Period) Going Private Transactions with Go-Shop Provisions and Inside Date Fees Going Private Transactions Period: 2005 to YTD 2008 Period: 2005 to YTD 2008 Insight Transaction Size: $25M to $250M of Total Enterprise Value Transaction Size: $25M to $100M of Total Enterprise Value Offer ($ in millions) 4.50% Go-Shop Termination Fee Annouced Target Company Name TEV $ % Period Insight 4-Feb-08 SigmaTel $80.9 $3.0 3.74% 30 Offer 15-Jan-08 Lifecore Biomedical 190.7 1.5 0.79% 30 2.50% 8-Nov-07 Restoration Hardware 198.0 4.4 2.24% 35 1-Jun-07 Everlast Worldwide 136.2 3.0 2.20% 30 18-Jan-07 Blair Corporation 126.9 3.0 2.33% 30 Count 5 Average $146.5 $3.0 2.26% 31 Median 136.2 3.0 2.24% 30 Minimum 80.9 1.5 0.79% 30 Maximum 198.0 4.4 3.74% 35 Count 49 49 55 16 Source: Mergermetrics.com 16

CONFIDENTIAL Comparable Company and Comparable Acquisition Analyses 17

CONFIDENTIAL Factors Affecting Public Market Value of MVCO MVCO Historic TEV / LTM EBITDA Multiple vs. Peers Relative size and scale of operations compared to peers 14.0x 13.0x — Smaller revenue base 12.0x — Limited geographic footprint 11.0x 10.0x — Lack of diversification 9.0x 8.0x — Lower % of self-performed work 7.0x Minimal vertical integration (RMX) 6.0x — 5.0x — No int’l exposure (expanded peers) 4.0x 3.0x            Microcap stock with no Wall Street research 2.0x coverage Q3-05 Q4-05 Q1-06 Q2-06 Q3-06 Q4-06 Q1-07 Q2-07 Q3-07 Q4-07 Q1-08 Current MVCO Expanded Peers [1] Lack of growth story through acquisitions or market expansion Current Discount vs. Historical Discount vs. Expanded Peers Expanded Peers [1][2] Margins compared to peers [1][2] 4.0x 1.7x            Historical Discount vs. Current Discount vs. STRL & RMIX [2] STRL & RMIX [2] 3.5x 2.6x [1] Based on simple average of Expanded Peer Group which is comprised of STRL, RMIX, GVA, PCR [2] Source: Capital IQ, multiples not adjusted for Billings in Excess of Costs, Net 18

CONFIDENTIAL MVCI Comparable Company Analysis MVCI Comparable Company Analysis ($ in millions except for per share data) Not adjusted for Bill in Excess of Cost, Net Transportation TEV / LTM LTM TEV / 2008E Forward Price / As of June 6, 2008 % of Revenue Market Cap TEV Revenue EBITDA P / E Revenue EBITDA P / E BV [2] Fluor (NYSE:FLR) 3% $16,128.9 $14,569.0 0.8x 17.4x 28.4x 0.7x 12.5x 26.2x 6.7x Granite Construction (NYSE:GVA) 64% 1,372.3 1,332.4 0.5x 4.5x 11.4x 0.5x 5.8x 16.7x 2.1x Jacobs Engineering Group (NYSE:JEC) 15% 10,800.4 10,445.7 1.1x 17.3x 30.7x 0.9x 13.8x 25.2x 5.1x Perini (NYSE:PCR) 8% 1,061.8 621.0 0.1x 4.0x 10.8x 0.1x 3.7x 10.3x 2.7x Sterling Construction (NasdaqNM:STRL) [1] 95% 266.2 259.5 0.7x 6.5x 13.8x 0.6x 5.9x 13.2x 1.9x URS / Washington Group (NYSE:URS) 33% 3,965.7 5,107.5 0.8x 13.1x 19.8x 0.5x 8.3x 18.9x 1.1x High 1.1x 17.4x 30.7x 0.9x 13.8x 26.2x 6.7x Low 0.1x 4.0x 10.8x 0.1x 3.7x 10.3x 1.1x Mean 0.7x 10.5x 19.2x 0.5x 8.3x 18.4x 3.3x Median 0.8x 9.8x 16.8x 0.5x 7.1x 17.8x 2.4x Adj. Mean [3] 0.6x 5.5x 12.6x 0.5x 5.9x 14.9x 2.0x Source: Capital IQ, Engineering News Record, Morgan Joseph & Co. Equity Research [1] STRL LTM Multiples adjusted for RHB acquisition (10/31/07) to include 7 months of estimated sustainable EBITDA of $32.7 [2] Represents Stock Price Per Share relative to Book Value per Share [3] Represents average of GVA and STRL only Source: Capital IQ 19

CONFIDENTIAL RMX Comparable Company Analysis RMX Comparable Company Analysis ($ in millions except for per share data) TEV / LTM LTM TEV / Forward Forward Price / As of June 6, 2008 Market Cap TEV Revenue EBITDA P / E Revenue EBITDA P / E BV [2] Global Building Materials / Aggregates / Ready-Mix Concrete Companies Lafarge (ENXTPA:LG) $29,688.3 $44,820.1 1.6x 6.8x 10.1x 1.4x 5.3x 9.4x 1.7x CRH / Old Castle Materials (ISE:CRG) 18,859.7 27,112.9 0.8x 5.9x 8.6x 0.8x 5.9x 8.6x 1.5x Cemex / Rinker (NYSE:CX) 21,804.0 40,178.7 1.7x 8.2x 8.5x 1.6x 7.6x 10.7x 1.3x HeidelbergCement / Hanson (DB:HEI) 19,975.6 39,948.0 2.1x 10.3x 3.8x 1.6x 7.2x 6.4x 1.6x Holcim Ltd. / Aggregate Industries (VIRTX:HOLN) 24,315.6 40,145.5 1.5x 5.8x 6.4x 1.5x 5.9x 9.2x 1.5x High 2.1x 10.3x 10.1x 1.6x 7.6x 10.7x 1.7x Low 0.8x 5.8x 3.8x 0.8x 5.3x 6.4x 1.3x Mean 1.6x 7.4x 7.5x 1.4x 6.4x 8.9x 1.5x Median 1.6x 6.8x 8.5x 1.5x 5.9x 9.2x 1.5x Domestic Building Materials / Aggreagates / Ready-Mix Concrete Companies Vulcan / Florida Rock (NYSE:VMC) $7,764.8 $11,471.4 3.3x 12.3x 19.3x 3.0x 9.8x 18.8x 2.1x Martin Marietta Materials (NYSE:MLM) 4,664.1 5,851.5 2.7x 10.5x 19.1x 2.8x 9.3x 17.7x 4.9x Texas Industries Inc. (NYSE:TXI) 1,925.8 2,260.8 2.2x 12.8x 21.2x 2.0x NA 16.0x 2.4x US Concrete Inc. (NasdaqNM:RMIX) [1] 230.1 521.6 0.6x 7.3x 18.1x 0.6x 7.7x 28.5x 1.2x MDU Resources Group Inc. (NYSE:MDU) 6,162.7 7,574.3 1.7x 8.0x 13.5x 1.5x 6.9x 16.3x 2.4x Eagle Materials (NYSE:EXP) 1,523.0 1,904.1 2.5x 9.1x 16.5x 2.6x 10.2x 19.1x 3.8x Monarch Cement (OTCBB:MCEM) 114.0 138.2 0.9x 4.9x 8.9x NA NA NA 1.2x Continental Materials (AMEX:CUO) 36.1 55.0 0.3x 22.0x NM NA NA NA 0.7x High 3.3x 22.0x 21.2x 3.0x 10.2x 28.5x 4.9x Low 0.3x 4.9x 8.9x 0.6x 6.9x 16.0x 0.7x Mean 1.8x 10.9x 16.7x 2.1x 8.8x 19.4x 2.3x Median 1.9x 9.8x 18.1x 2.3x 9.3x 18.2x 2.2x Adj Mean [3] 0.8x 6.1x 13.5x 0.6x 7.7x 28.5x 1.2x International and Domestic Building Materials / Aggreagates / Ready-Mix Concrete Companies High 3.3x 22.0x 21.2x 3.0x 10.2x 28.5x 4.9x Low 0.3x 4.9x 3.8x 0.6x 5.3x 6.4x 0.7x Mean 1.7x 9.5x 12.8x 1.8x 7.6x 14.6x 2.0x Median 1.7x 8.2x 11.8x 1.6x 7.4x 16.0x 1.6x [1] US Concrete LTM P / E adjusted to exclude goodwill impairment charge of $82.2M resulting in adjusted earnings of $.32 per share versus a GAAP reported loss of ($1.67) per share [2] Represents Stock Price Per Share relative to Book Value per Share [3] Represents average of RMIX and MCEM only Source: Capital IQ 20

CONFIDENTIAL MVCI Comparable Transaction: Sterling Acquisition of Road & Highway Builders STRL Acquisition of Road & Highway Builders “RHB” STRL Purchase Consideration Summary Transaction Close Date: October 31, 2007 ($ in millions) Purchase Price            STRL Purchase Consideration 91.7% $53.1 4.8X TEV / Adjusted EBITDA RHB CEO Retained Equity 8.3% 4.8 Total Equity Value $57.9 Road & Highway Builders Profile: RHB Existing Debt 0.0 Headquarters: Reno, Nevada RHB Cash 0.0 Total Enterprise Value $57.9 Heavy Civil Construction: Roads & Highways            Projects throughout Nevada & Long Term Aggregates TEV / Adjusted EBITDA 4.8x Quarry Lease Near Carson City TEV / Revenue 1.0x Previous Ownership: 50% Fisher Sand & Gravel / 50% 2010 Put / Call Option[1] 6.0x Rich Buenting, CEO of RBH            Sterling Disclosed Rationale for Acquisition: “Expand into attractive western market with solid long- LTM 6/30/2007 term growth prospects in NV and adjacent markets” EBITDA $14.7 “Expands service lines into aggregates and asphalt paving STRL Adj. to Determine Sustainable EBITDA (2.7) materials” Adjusted EBITDA $12.0 “Immediately accretive to earnings per share” Revenues $58.5 [1] Deal provides 2010 Put Option to STRL or Call Option by STRL of the 8.3% minority interest. EBITDA is calculated via simple average of 2008-2010 EBITDA Source: STRL Investor Conference Call 11/1/07 21

CONFIDENTIAL RMX Comparable Transactions RMX Comparable Transaction Analysis ($ in millions) Announce TEV / Date Acquiror Target TEV LTM EBITDA Domestic Targets Mar-07 Titan Cement Co. S&W Ready Mix Concrete Co. $235 4.9x Feb-07 Vulcan Materials Co. Florida Rock Industries, Inc. 4,128 10.1x May-06 General Shale Brick, Inc. Robinson Brick Co. 88 6.3x Mar-06 Cementos Argos S.A. Ready Mix Concrete Co 435 7.6x Mar-06 Hanson PLC Material Service Corporation (GD Sub.) 300 7.5x Nov-04 Audax Private Equity Fund, L..P. Ready Mix Concrete Co. 210 7.5x High 10.1x Low 4.9x Mean 7.3x Median 7.5x Adjusted Mean [1] 6.8x International Targets Oct-06 Cemex SAB de CV Rinker Group Ltd. $13,897 10.1x Sep-04 Cemex SAB de CV RMC Group PLC 5,771 6.5x May-06 LaFarge S.A. Lafarge N.A. (47% public minority) 6,962 8.3x Jul-05 Spohn Cement GmbH HeidelbergCement AG (78% minority) 12,711 8.1x Jan-05 Holcim Ltd. Aggregate Industries Ltd. 4,659 9.3x Feb-07 Holcim Ltd. St. Lawrence Cement 2,120 11.3x High 11.3x Low 6.5x Mean 8.9x Median 8.8x [1] Vulcan Materials acquisition of Florida Rock Industries excluded from Adjusted Mean Source: Capital IQ, MergerStat and Securities Data Corporation 22

CONFIDENTIAL Recent Events 23

CONFIDENTIAL Recent Events October 23, 2007: 13D filing and letter to independent directors by CD Capital Management LLC — “. . . we believe that the Board must immediately engage an independent, nationally recognized, investment bank with relevant industry and transactional experience to quantify the value achievable in a sale and then conduct a full and robust auction process to sell the Company and achieve that value.” November 2, 2007: 13D filing by YVM Acquisition Corporation — “[YVM Acquisition Corporation is] considering proposing a transaction or series of transactions that would result in the acquisition by [YVM Acquisition Corporation], directly or indirectly, of all of the outstanding Common Stock of the Company other than those shares of Common Stock held by [YVM Acquisition Corporation].” November 8, 2007: Q3-2007 financial results released (revenue up 7.1% Y/Y and EPS down 20% Y/Y) November 20, 2007: 8K announcing appointment of Special Committee — “The Special Committee was formed to maximize shareholder value in response to a Schedule 13D filed by YVM on November 2, 2007, which disclosed that YVM is considering proposing a transaction or series of transactions that would result in YVM’s acquisition of all of the outstanding common stock of the Company.” December 21, 2007: 13D filing and letter to independent directors by CD Capital Management LLC — “. . . I intend to nominate myself for election to the Company’s Board of Directors at the next annual meeting and that I also intend to put forth a Shareholder Proposal, also for consideration at the next annual meeting, to amend the Company’s bylaws to allow shareholders to call special meetings.” January 14, 2008: Receipt of original financial plan from Brad Larson — MVCO EBITDA: 2008: $12.2M, 2009: $18.2M and 2010:$26.0M 24

CONFIDENTIAL Recent Events (cont’d) February 12, 2008: 8K clarifying Special Committee mandate — “The purpose of this report is to clarify that, in advance of the Company receiving an acquisition proposal from YVM or any other third party, if any, the Special Committee intends to review the Company’s strategic alternatives to enhance shareholder value and will be prepared to conduct a process designed to maximize shareholder value, while taking into account prevailing market conditions.” March 31, 2008: Q4-2007 and FY2007 financial results released (revenue up 5.3% Y/Y and EPS down 14% Y/Y) April 3, 2008: Receipt of revised financial plan from Brad Larson — MVCO EBITDA: 2008: $9.6M, 2009: $13.1M and 2010: 18.5M            April 1, 2008: Special Committee makes decision to launch external Sale Process with target date for launch at end of week            April 2, 2008 Approached by Insight for exclusivity            Week beginning April 28, 2008: Preliminary Q1-2008 results available to Special Committee — Overall performance consistent with January 16, 2008 financial plan April 28, 2008: Receipt of further revised financial plan from Brad Larson — MVCO EBITDA: 2008: $12.0M, 2009: $13.1M and 2010: $18.4M            May 2, 2008: Executed Exclusivity Agreement with Insight Equity            May 8, 2008: Q1-2008 financial results released (revenue and EPS up 16.4% Y/Y and 80.0% Y/Y, respectively) 25

CONFIDENTIAL MVCO Mark-Up to Currently Drafted Material Adverse Effect Definition 26

CONFIDENTIAL 27

EX-99.(C)(5)

Exhibit (c)(5)

SCENARIO: Phoenix IV Buyout Analysis

PROJECT PHOENIX

10/24/2007 4:47 PM

Table of Contents

Section	Page
Sources and Uses of Funds and Financing Terms		1
Implied Valuation at Various Offer Prices		2
Return Analysis		3
IRR Sensitivity Analysis		4
Model Assumptions		6
Pro Forma Coverages		7
Financial Summary		8
Financing Assumptions		9
Income Statements		10
Cash Flow Analysis and Capitalization Table		11
Balance Sheets		12
Debt Capacity		13
Debt Schedule		14
Supporting Data:
Pro Forma and Operating Assumptions		16
Depreciation and Amortization Schedules		17

Structure
Cash	$	5,385
Revolver		5,000
Senior Debt		25,000
Subordinated Debt		20,000
Bridge Loan		0
Preferred Stock		0
Common Stock		32,500
Total Sources of Funds	$	87,885

Case: Base

SOURCES AND USES OF FUNDS AND FINANCING TERMS	PROJECT PHOENIX
Case: Base	Page 1

($ in thousands except as otherwise noted)

TRANSACTION DATE 12/31/2007

						Pro Forma
			% of			LTM
SOURCES OF FUNDS	$		Capital			EBITDA Mult.
Cash (c)	$	5,385		6.1	%		0.4x
Revolver		5,000		5.7	%		0.8x
Senior Debt		25,000		28.4	%		2.7x
Subordinated Debt		20,000		22.8	%		4.2x
Seller Note		0		0.0	%		4.2x
Preferred Stock		0		0.0	%		4.2x
Financial Sponsor Equity		32,500		37.0	%		6.7x
Total Sources of Funds	$	87,885		100.0	%

TRANSACTION SUMMARY

DEBT SOURCES	Amount		Rate
Revolver		5,000		6.50	%
Senior Debt		25,000		7.00	%
Subordinated Debt		20,000		10.00	%

EQUITY SOURCES

	Amount		Ownership
Management Equity from Stock & Option Roll-over *		5,700		14.9	%
Management Carry		0		15.0	%
Financial Sponsor		32,500		70.1	%
Total Equity	$	38,200.4		100.0	%

* Management Equity reflects the value of contributed shares and options at the offer price of $14.00

DEBT CAPACITY ANALYSIS

LTM EBITDA PHX I	$	13,100
Debt/EBITDA Coverage		5.0x
Implied Debt Capacity	$	65,500.0
Reg. T Loan            0.0%	$	—
Adj. Debt Capacity	$	65,500.0
Less Current Debt		(13,730	)
Incremental Debt Capacity		51,769.6

SUMMARY CREDIT / LEVERAGE STATISTICS

	2007 Pro Forma		2008		2009
Total Debt/EBITDA		5.0x		4.2x		4.0x
EBITDA/Interest Expense		3.0x		3.5x		3.7x
(EBITDA — Capex)/Interest Expense		1.9x		2.0x		2.1x

USES OF FUNDS

Purchase of Phoenix I Common Equity	$	69,486
Refinance Senior Debt		0
Refinance Capital Lease Obligations		0
Tender of Phx II Shares		14,900
Other		0
Other		0
Transaction Fees and Expenses		3,500
Total Uses of Funds	$	87,885

TRADING INFORMATION / VALUATION

	Phoenix I
Enterprise Value	Current		@ Deal
Share Price 10/19/2007	$	11.75	$	14.00
Fully Diluted Shares (a)	$	4,963		4,963
Equity Market Value	$	58,318	$	69,486
Plus: Debt, Preferred & MI (b)	$	13,730	$	14,900
Less: Cash	$	5,816	$	0
Plus: Transaction Costs	$	0	$	3,500
Enterprise Value	$	66,233	$	87,885

Multiple Analysis	Current		@ Deal
LTM EBITDA		5.1x		6.7x
2007 P EBITDA		5.4x		7.1x
2008 E EBITDA		4.2x		5.6x
2009 E EBITDA		4.0x		5.3x
2008 E P/E		17.1x		24.7x
2009 E P/E		16.7x		24.2x

Phoenix I ownership of Phx II:

Share Price	10/19/2007	$	12.15	$	32,139.3
Shares Held			2,645.2

EQUITY SPONSOR IRR CALCULATION

EBITDA Exit Multiple	2011			2012			2013
7.0x		20.6	%		25.4	%		30.2	%
8.0x		26.3	%		31.0	%		35.7	%
9.0x		31.4	%		36.0	%		40.7	%

GOODWILL CALCULATION

Purchase Price of Equity	$	84,385.3
Less: Tangible Book Value of Phoenix II		(44,124.9	)
	$	40,260.3

(a)	Fully Diluted Shares equals 5,133,971 shares outstanding plus 212,989 exerciseable options/warrants less 383,708 management roll-over shares and equivalents
(b)	At close of deal existing debt is refinanced and the tender for Phoenix II shares is added as minority interest
(c)	Available cash sets aside the $20M needed for bonding capacity

IMPLIED VALUATION AT VARIOUS OFFER PRICES	PROJECT PHOENIX
Case: Base	Page      2

			PHOENIX I Offer Price
			$ 13.00			$ 14.00			$ 14.50			$ 15.00			$ 15.50			$ 16.00			$ 16.50			$ 17.00			$ 17.50			$ 18.00			$ 19.00
Premium Calculation
Premium to Current Price ($11.75)				10.6	%		19.1	%		23.4	%		27.7	%		31.9	%		36.2	%		40.4	%		44.7	%		48.9	%		53.2	%		61.7	%
30 Trading Day Avg. Price (a)	$	12.19
Premium to 30 Day Avg. Price				6.6	%		14.8	%		18.9	%		23.1	%		27.2	%		31.3	%		35.4	%		39.5	%		43.6	%		47.7	%		55.9	%
60 Trading Day Avg. Price (a)	$	12.61
Premium to 30 Day Avg. Price				3.1	%		11.0	%		15.0	%		19.0	%		22.9	%		26.9	%		30.8	%		34.8	%		38.8	%		42.7	%		50.7	%
90 Trading Day Avg. Price (a)	$	12.99
Premium to 30 Day Avg. Price				0.1	%		7.8	%		11.6	%		15.5	%		19.3	%		23.2	%		27.0	%		30.9	%		34.7	%		38.6	%		46.3	%
120 Trading Day Avg. Price (a)	$	13.08
Premium to 30 Day Avg. Price				-0.6	%		7.0	%		10.9	%		14.7	%		18.5	%		22.3	%		26.1	%		30.0	%		33.8	%		37.6	%		45.3	%
Enterprise Value Calculation
FD Shares Outstanding (b)				5,313			5,313			5,313			5,313			5,313			5,313			5,313			5,313			5,313			5,313			5,313
Implied Equity Value				69,074			74,388			77,044			79,701			82,358			85,014			87,671			90,328			92,985			95,641			100,955
Plus: Net Debt as of 6/30/07				7,922			7,922			7,922			7,922			7,922			7,922			7,922			7,922			7,922			7,922			7,922
Less: Assumed Cash from Option Exercise (b)				948			2,543			2,543			2,543			2,543			2,543			2,543			2,543			2,543			2,543			2,543
Implied Enterprise Value			$	76,049		$	79,766		$	82,423		$	85,080		$	87,737		$	90,393		$	93,050		$	95,707		$	98,363		$	101,020		$	106,333
			Implied Valuation Multiples
LTM Revenue		202,760		0.38 x			0.39 x			0.41 x			0.42 x			0.43 x			0.45 x			0.46 x			0.47 x			0.49 x			0.50 x			0.52 x
2007 P Revenue		212,672		0.36 x			0.38 x			0.39 x			0.40 x			0.41 x			0.43 x			0.44 x			0.45 x			0.46 x			0.48 x			0.50 x
FY2008E Revenue (c)		246,382		0.31 x			0.32 x			0.33 x			0.35 x			0.36 x			0.37 x			0.38 x			0.39 x			0.40 x			0.41 x			0.43 x
FY2009E Revenue (c)		301,248		0.25 x			0.26 x			0.27 x			0.28 x			0.29 x			0.30 x			0.31 x			0.32 x			0.33 x			0.34 x			0.35 x
LTM EBITDA		13,100		5.81 x			6.09 x			6.29 x			6.49 x			6.70 x			6.90 x			7.10 x			7.31 x			7.51 x			7.71 x			8.12 x
2007 P EBITDA		12,352		6.16 x			6.46 x			6.67 x			6.89 x			7.10 x			7.32 x			7.53 x			7.75 x			7.96 x			8.18 x			8.61 x
FY2008E EBITDA (c)		15,661		4.86 x			5.09 x			5.26 x			5.43 x			5.60 x			5.77 x			5.94 x			6.11 x			6.28 x			6.45 x			6.79 x
FY2009E EBITDA (c)		16,591		4.58 x			4.81 x			4.97 x			5.13 x			5.29 x			5.45 x			5.61 x			5.77 x			5.93 x			6.09 x			6.41 x

(a)	Based on average closing prices for the respective periods as of 10/19/07.
(b)	Assumes that all in-the-money options convert to common shares: cash from option exercise is assumed to be added to Phoenix II balance sheet.
(c)	Projections as provided by Phoenix I management.

RETURN ANALYSIS	PROJECT PHOENIX
Case: Base	Page      3

($ in thousands except as otherwise noted)

	EXIT YEAR
				12/31/2011									12/31/2012									12/31/2013
Exit Multiple		7.0x			8.0x			9.0x			7.0x			8.0x			9.0x			7.0x			8.0x			9.0x
Exit Year EBITDA	$	20,075		$	20,075		$	20,075		$	22,083		$	22,083		$	22,083		$	24,291		$	24,291		$	24,291
Exit Year Enterprise Value	$	140,525.5		$	160,600.6		$	180,675.7		$	154,578.1		$	176,660.7		$	198,743.2		$	170,035.9		$	194,326.7		$	218,617.6
Less: Net Debt	$	(42,447.9	)	$	(42,447.9	)	$	(42,447.9	)	$	(39,985	)	$	(39,985	)	$	(39,985	)	$	(36,847	)	$	(36,847	)	$	(36,847	)
Common Equity Value	$	98,077.6		$	118,152.7		$	138,227.8		$	114,592.7		$	136,675.3		$	158,757.9		$	133,188.7		$	157,479.6		$	181,770.4

	%			Initial
Equity Source/Holder	Ownership			Investment		Equity Value of Holding and Implied IRR
Management
		29.9	%	$	5,700.2	$	29,346.6		$	35,353.4		$	41,360.3		$	34,288.2		$	40,895.7		$	47,503.2		$	39,852.5		$	47,120.8		$	54,389.0
IRR							50.6	%		57.8	%		64.1	%		56.6	%		63.6	%		69.8	%		62.6	%		69.5	%		75.7	%
New Equity Sponsor
		70.1	%		32,500.2	$	68,731.0		$	82,799.3		$	96,867.5		$	80,304.5		$	95,779.6		$	111,254.6		$	93,336.2		$	110,358.8		$	127,381.4
IRR							20.6	%		26.3	%		31.4	%		25.4	%		31.0	%		36.0	%		30.2	%		35.7	%		40.7	%

NEW EQUITY SPONSOR IRR SENSITIVITY ANALYSIS	PROJECT PHOENIX
Case: Base	Page      4

($ in thousands except as otherwise noted)

PURCHASE PRICE PER SHARE

		$	14.00		$	14.50		$	15.00		$	15.50		$	16.00		$	16.50		$	17.00		$	17.50
Implied Premium			19.1	%		23.4	%		27.7	%		31.9	%		36.2	%		40.4	%		44.7	%		48.9	%
(based on Phoenix I price of $11.75  on 10/19/07)
Exit Year: 2011
Exit Multiple
	5.0 x		5.7	%		3.9	%		2.3	%		0.7	%		-0.7	%		-2.0	%		-3.3	%		-4.4	%
	6.0 x		13.9	%		11.9	%		10.1	%		8.5	%		7.0	%		5.5	%		4.2	%		2.9	%
	7.0 x		20.6	%		18.5	%		16.6	%		14.9	%		13.3	%		11.7	%		10.3	%		9.0	%
	8.0 x		26.3	%		24.2	%		22.2	%		20.4	%		18.7	%		17.1	%		15.6	%		14.2	%
	9.0 x		31.4	%		29.1	%		27.1	%		25.2	%		23.4	%		21.7	%		20.2	%		18.7	%
Exit Year: 2012
Exit Multiple
	5.0 x		11.0	%		9.1	%		7.4	%		5.8	%		4.3	%		2.9	%		1.6	%		0.3	%
	6.0 x		18.8	%		16.8	%		14.9	%		13.2	%		11.6	%		10.1	%		8.7	%		7.4	%
	7.0 x		25.4	%		23.2	%		21.3	%		19.4	%		17.8	%		16.2	%		14.7	%		13.3	%
	8.0 x		31.0	%		28.8	%		26.7	%		24.8	%		23.1	%		21.4	%		19.9	%		18.4	%
	9.0 x		36.0	%		33.7	%		31.5	%		29.6	%		27.7	%		26.0	%		24.4	%		22.9	%
Exit Year: 2013
Exit Multiple
	5.0 x		20.7	%		18.4	%		16.2	%		14.2	%		12.4	%		10.7	%		9.2	%		6.3	%
	6.0 x		28.6	%		26.1	%		23.8	%		21.7	%		19.7	%		17.9	%		16.3	%		13.2	%
	7.0 x		35.2	%		32.6	%		30.2	%		27.9	%		25.9	%		24.0	%		22.3	%		19.1	%
	8.0 x		41.0	%		38.2	%		35.7	%		33.4	%		31.3	%		29.3	%		27.5	%		24.2	%
	9.0 x		46.2	%		43.3	%		40.7	%		38.3	%		36.1	%		34.0	%		32.1	%		28.7	%

NEW EQUITY SPONSOR IRR SENSITIVITY ANALYSIS	PROJECT PHOENIX
Case: Base	Page      5

($ in thousands except as otherwise noted)

			Implied Purchase Price per Share						Implied Prem. to Current Phoenix I Price
			based on EBITDA Exit Multiple of:						based on EBITDA Exit Multiple of:
IRR	Exit Year		7.0x		8.0x		9.0x		7.0x			8.0x			9.0x
25.0%		2011	$	14.66	$	16.13	$	17.60		24.8	%		37.3	%		49.8	%
		2012	$	15.98	$	17.59	$	19.22		36.0	%		49.7	%		63.5	%
		2013	$	17.45	$	19.23	$	21.02		48.5	%		63.7	%		78.9	%
30.0%		2011	$	13.54	$	14.78	$	16.05		15.3	%		25.8	%		36.6	%
		2012	$	14.67	$	16.03	$	17.42		24.8	%		36.5	%		48.3	%
		2013	$	15.93	$	17.44	$	18.96		35.6	%		48.4	%		61.4	%
35.0%		2011	$	12.61	$	13.68	$	14.76		7.3	%		16.4	%		25.6	%
		2012	$	13.57	$	14.75	$	15.94		15.5	%		25.5	%		35.7	%
		2013	$	14.66	$	15.96	$	17.27		24.8	%		35.8	%		47.0	%

MODEL ASSUMPTIONS	PROJECT PHOENIX
Case: Base	Page      6

Pro Forma Merger Overview

	Phoenix I		Phoenix I		Phoenix I
	Stand Alone		@ 2014		@ LBO Deal
Number of Existing Common Shares Outstanding		5,130		5,130		5,130
Existing Number of Options/Warrants		319		319		319
Average Exercise Price Per Share	$	5.00	$	5.00	$	5.00
Treasury Method Adjustment		184		240		205
Existing Number of Options/Warrants		75		75		75
Average Exercise Price Per Share	$	12.60	$	12.60	$	12.60
Treasury Method Adjustment		0		28		8
Existing Number of Options/Warrants		0		0		0
Average Exercise Price Per Share	$	—	$	—	$	—
Treasury Method Adjustment		0		0		0
Existing Number of Options/Warrants		0		0		0
Average Exercise Price Per Share	$	—	$	—	$	—
Treasury Method Adjustment		0		0		0
Fully Diluted Shares		5,313		5,397		5,343
Current Market Price Per Share	$	11.75	$	20.00	$	14.00
Date of Current Market		10/19/2007		10/19/2007		10/19/2007

PRO FORMA COVERAGES	PROJECT PHOENIX
Case: Base	Page      7

($ in thousands except as otherwise noted)

	PRO FORMA COVERAGES
	Pro Forma Fiscal Year Ended						Expected			Projected
	2005			2006			2007			2008			2009			2010			2011			2012			2013			2014
EBITDA/Interest		2.5	x		3.2	x		2.8	x		3.5	x		3.7	x		4.1	x		4.6	x		5.3	x		6.1	x		7.0	x
FCF/Interest		1.3	x		1.2	x		1.7	x		2.0	x		2.1	x		2.4	x		2.7	x		3.0	x		3.5	x		4.1	x
Senior Debt/EBITDA		4.0	x		3.1	x		3.5	x		3.3	x		2.6	x		1.9	x		1.4	x		0.9	x		0.8	x		0.0	x
Senior Debt/FCF (a)		7.4	x		8.4	x		5.8	x		5.3	x		4.8	x		4.2	x		3.7	x		3.1	x		2.6	x		3.4	x
Total Debt/EBITDA		5.8	x		4.5	x		5.2	x		4.2	x		4.0	x		3.5	x		3.1	x		2.7	x		2.3	x		2.0	x
Total Debt/FCF (a)		10.8	x		12.2	x		8.4	x		7.6	x		6.8	x		6.1	x		5.4	x		4.7	x		4.0	x		3.4	x
Proforma Net Debt/EBITDA		3.9	x		3.1	x		3.5	x		2.9	x		2.8	x		2.4	x		2.1	x		1.8	x		1.5	x		1.2	x
Proforma Net Debt/FCF (a)		7.4	x		8.3	x		5.7	x		5.3	x		4.8	x		4.2	x		3.7	x		3.1	x		2.6	x		2.1	x
FCF/Total Debt Service (a)		0.5	x		0.4	x		0.6	x		0.7	x		0.8	x		0.9	x		1.0	x		1.1	x		3.7	x		0.8	x
							At Close
Excess Availability								18,354			20,584			27,608			32,952			39,124			46,220			54,347			43,598

(a) FCF represents EBITDA less maintenance capital expenditures.

FINANCIAL SUMMARY	PROJECT PHOENIX
Case: Base	Page      8

($ in thousands except as otherwise noted)

	Pro Forma FY Ended						Expected											Projected
	2005			2006			2007			2008			2009			2010			2011			2012			2013			2014
Revenues	$	183,873		$	195,522		$	212,672		$	246,382		$	301,248		$	331,373		$	364,510		$	400,961		$	441,057		$	485,163
Revenue Growth	NM			NM			NM				15.9	%		22.3	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%
EBITDA	$	11,020		$	14,034		$	12,352		$	15,661		$	16,591		$	18,250		$	20,075		$	22,083		$	24,291		$	26,720
EBITDA Margin		6.0	%		7.2	%		5.8	%		6.4	%		5.5	%		5.5	%		5.5	%		5.5	%		5.5	%		5.5	%
EBIT	$	6,521		$	8,148		$	8,223		$	10,118		$	10,348		$	11,237		$	12,215		$	13,291		$	14,474		$	15,776
EBIT Margin		3.5	%		4.2	%		3.9	%		4.1	%		3.4	%		3.4	%		3.4	%		3.3	%		3.3	%		3.3	%
FCF (a)	$	5,890		$	5,217		$	7,552		$	8,661		$	9,591		$	10,550		$	11,605		$	12,766		$	14,042		$	15,446
FCF Growth	NM				-11.4	%		44.7	%		14.7	%		10.7	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%
Net Income	$	4,204		$	4,166		$	5,558		$	3,417		$	3,487		$	4,053		$	4,714		$	5,456		$	6,285		$	7,188
Net Income %		2.3	%		2.1	%		2.6	%		1.4	%		1.2	%		1.2	%		1.3	%		1.4	%		1.4	%		1.5	%
Fully Diluted EPS	$	1.01		$	0.90		$	1.05		$	0.64		$	0.65		$	0.75		$	0.87		$	1.01		$	1.16		$	1.33
Maintenance Capital Expenditures	$	5,130		$	8,816		$	4,800		$	7,000		$	7,000		$	7,700		$	8,470		$	9,317		$	10,249		$	11,274
Expansionary Capital Expenditures		0			0			0			0			0			0			0			0			0			0
Total Capital Expenditures	$	5,130		$	8,816		$	4,800		$	7,000		$	7,000		$	7,700		$	8,470		$	9,317		$	10,249		$	11,274
Net Interest Expense										$	4,423		$	4,536		$	4,482		$	4,358		$	4,198		$	3,999		$	3,795

(a) Free Cash Flow equals consolidated EBITDA less consolidated maintenance capital expenditures.

FINANCING ASSUMPTIONS	PROJECT PHOENIX
Case: Base	Page      9

	Projected
Financing Assumptions:	At Close			2008			2009			2010			2011			2012			2013			2014
Revolver		6.50	%		6.50	%		6.50	%		6.50	%		6.50	%		6.50	%		6.50	%		6.50	%
Senior Debt		7.00	%		7.00	%		7.00	%		7.00	%		7.00	%		7.00	%		7.00	%		7.00	%
Subordinated Debt		10.00	%		10.00	%		10.00	%		10.00	%		10.00	%		10.00	%		10.00	%		10.00	%
Bridge Loan		10.00	%		10.00	%		10.00	%		10.00	%		10.00	%		10.00	%		10.00	%		10.00	%
Notes Payable		8.00	%		8.00	%		8.00	%		8.00	%		8.00	%		8.00	%		8.00	%		8.00	%
Tax Rates:
Assumed Blended Rate		40.00	%		40.00	%		40.00	%		40.00	%		40.00	%		40.00	%		40.00	%		40.00	%
Earned on Cash Balances		3.00	%		3.00	%		3.00	%		3.00	%		3.00	%		3.00	%		3.00	%		3.00	%

	Projected
Working Capital Analysis (a):	At Close			2008			2009			2010			2011			2012			2013			2014
Days Receivable		57.76			57.76			57.76			57.76			57.76			57.76			57.76			57.76
Accounts Receivable/Revenue		15.82	%		15.82	%		15.82	%		15.82	%		15.82	%		15.82	%		15.82	%		15.82	%
Inventories/COS		0.66	%		0.66	%		0.66	%		0.66	%		0.66	%		0.66	%		0.66	%		0.66	%
Other Current Assets/Revenue		1.33	%		0.50	%		0.50	%		0.50	%		0.50	%		0.50	%		0.50	%		0.50	%
Other Assets/Revenue		0.00	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%
Days Payable		36.78			34.84			34.84			34.84			34.84			34.84			34.84			34.84
Accounts Payable/COS		10.08	%		9.55	%		9.55	%		9.55	%		9.55	%		9.55	%		9.55	%		9.55	%
Accrued Liabilities/Total Operating Expense		45.01	%		45.00	%		45.00	%		45.00	%		45.00	%		45.00	%		45.00	%		45.00	%
Other Accrued Expenses/Total Operating Expense		156.63	%		162.37	%		153.30	%		139.36	%		126.69	%		115.18	%		104.71	%		95.19	%

(a) Working capital assumptions are based on management estimates.

INCOME STATEMENTS	PROJECT PHOENIX
Case: Base	Page          10

($ in thousands except as otherwise noted)

	Pro Forma FY Ended				Expected		Projected
	2005		2006		2007		2008			2009			2010			2011			2012			2013			2014
Net Sales		183,873		195,522		212,672		246,382			301,248			331,373			364,510			400,961			441,057			485,163
Direct costs		164,186		170,326		188,399		219,221			272,477			299,725			329,697			362,667			398,934			438,827
Gross Profit		19,687		25,196		24,273		27,161			28,771			31,648			34,813			38,294			42,124			46,336
Total Operating Expenses (d)		8,667		11,162		11,921		11,500			12,180			13,398			14,738			16,212			17,833			19,616
EBITDA (a)		11,020		14,034		12,352		15,661			16,591			18,250			20,075			22,083			24,291			26,720
Depreciation and Amortization		4,499		5,885		4,129		5,543			6,243			7,013			7,860			8,792			9,817			10,944
EBIT		6,521		8,148		8,223		10,118			10,348			11,237			12,215			13,291			14,474			15,776
Interest Expense: (b)
Revolver (c)								325			967			1,456			1,873			2,256			2,599			2,395
Senior Debt								2,711			2,169			1,627			1,084			542			0			0
Subordinated Debt								2,000			2,000			2,000			2,000			2,000			2,000			2,000
Preferred Equity								0			0			0			0			0			0			0
Seller Note Payable								0			0			0			0			0			0			0
Interest Income								(613	)		(600	)		(600	)		(600	)		(600	)		(600	)		(600	)
Total Interest Expense								4,423			4,536			4,482			4,358			4,198			3,999			3,795
Pretax Income								5,694			5,811			6,754			7,857			9,093			10,475			11,981
Income Taxes								2,278			2,325			2,702			3,143			3,637			4,190			4,792
Net Income								3,417			3,487			4,053			4,714			5,456			6,285			7,188
Number of Shares Outstanding								5,343			5,343			5,397			5,397			5,397			5,397			5,397
Fully Diluted EPS							$	0.64		$	0.65		$	0.75		$	0.87		$	1.01		$	1.16		$	1.33
Operating Margins:
EBITDA Margin		—		—		—		6.4	%		5.5	%		5.5	%		5.5	%		5.5	%		5.5	%		5.5	%
EBIT Margin		—		—		—		4.1	%		3.4	%		3.4	%		3.4	%		3.3	%		3.3	%		3.3	%
NI Margin		—		—		—		1.4	%		1.2	%		1.2	%		1.3	%		1.4	%		1.4	%		1.5	%

(a)	Excludes non-cash items.
(b)	Interest expense is calculated from the previous years’ debt balance.
(c)	Interest expense on the revolver is calculated on the previous years principal balance.

CASH FLOW ANALYSIS AND CAPITALIZATION TABLE	PROJECT PHOENIX
Case: Base	Page      11

($ in thousands except as otherwise noted)

	Projected
	2008			2009			2010			2011			2012			2013		2014
EBITDA	$	15,661		$	16,591		$	18,250		$	20,075		$	22,083		$	24,291	$	26,720
LESS:
Interest Expense		4,423			4,536			4,482			4,358			4,198			3,999		3,795
Income Tax		2,278			2,325			2,702			3,143			3,637			4,190		4,792
Preferred Dividends		0			0			0			0			0			0		0
Add: Non-Cash Interest Expense		0			0			0			0			0			0		0
Maintenance Capital Expenditures		7,000			7,000			7,700			8,470			9,317			10,249		11,274
Expansionary Capital Expenditures		0			0			0			0			0			0		0
Total Capital Expenditures		7,000			7,000			7,700			8,470			9,317			10,249		11,274
Changes in Other Assets		739			165			90			99			109			120		132
Changes in Other Liabilities		0			0			0			0			0			0		0
Increases (Decreases) in Working Capital		3,789			2,332			1,949			2,144			2,359			2,595		2,854
Cash Flow Available for Debt Amortization		(2,569	)		233			1,326			1,861			2,463			3,138		3,873
Scheduled Amortization:
Senior Debt		7,746			7,746			7,746			7,746			7,746			0		0
Subordinated Debt		0			0			0			0			0			0		20,000
Bridge Loan		0			0			0			0			0			0		0
Notes Payable		0			0			0			0			0			0		0
Total Scheduled Amortization		7,746			7,746			7,746			7,746			7,746			0		20,000
Increase (Decrease) in Cash		(10,315	)		(7,513	)		(6,420	)		(5,885	)		(5,284	)		3,138		(16,127	)
Drawdown of Revolver		9,884			7,513			6,420			5,885			5,284			0		16,127
Paydown of Revolver		0			0			0			0			0			3,138		0
Net Increase (Decrease) in Cash		(431	)		0			(0	)		0			0			0		0

	At		Projected
	Closing		2008		2009		2010		2011		2012		2013		2014
Capitalization Table:
Revolver	$	5,000	$	14,884	$	22,397	$	28,817	$	34,702	$	39,985	$	36,847	$	52,975
Notes Payable		0		0		0		0		0		0		0		0
Senior Debt		38,730		30,984		23,238		15,492		7,746		0		0		0
Subordinated Debt		20,000		20,000		20,000		20,000		20,000		20,000		20,000		0
Seller note		0		0		0		0		0		0		0		0
Total Debt		63,730		65,868		65,635		64,309		62,448		59,985		56,847		52,975
Preferred Equity		0		0		0		0		0		0		0		0
Common Equity		32,500		35,917		39,404		43,456		48,171		53,626		59,911		67,100
Stockholders’ Equity		32,500		35,917		39,404		43,456		48,171		53,626		59,911		67,100
Total Capitalization	$	96,231	$	101,785	$	105,039	$	107,765	$	110,619	$	113,612	$	116,758	$	120,074
Cash Balances	$	20,431	$	20,000	$	20,000	$	20,000	$	20,000	$	20,000	$	20,000	$	20,000

BALANCE SHEETS	PROJECT PHOENIX
Case: Base	Page      12

($ in thousands except as otherwise noted)

			June 30, 2007
	Unaudited		Financing Adjustments					At		Projected
	2007		Debit		Credit			Closing		2008		2009		2010		2011		2012		2013		2014
ASSETS
Cash and Marketable Securities	$	25,816	$	82,500		($87,885	)	$	20,431	$	20,000	$	20,000	$	20,000	$	20,000	$	20,000	$	20,000	$	20,000
Accounts Receivable		33,652		0		0			33,652		38,986		47,668		52,434		57,678		63,446		69,790		76,769
Inventories		1,251		0		0			1,251		1,456		1,809		1,990		2,189		2,408		2,649		2,914
Other Current and Intercompany		2,820		0		0			2,820		2,820		1,506		1,657		1,823		2,005		2,205		2,426
Total Current Assets		63,539		82,500		(87,885	)		58,154		63,262		70,983		76,082		81,690		87,859		94,645		102,109
PP&E , net		36,493		0		0			36,493		43,493		50,493		58,193		66,663		75,980		86,229		97,503
Less Accumulated Depreciation		0		0		0			0		4,829		10,359		16,658		23,804		31,882		40,985		51,216
Net PP&E		36,493		0		0			36,493		38,664		40,135		41,535		42,859		44,098		45,244		46,287
Goodwill, net		0		40,260		0			40,260		40,260		40,260		40,260		40,260		40,260		40,260		40,260
Refundable Deposits		884		0		0			884		862		840		818		796		774		752		729
Claims Receivable		2,464		0		0			2,464		2,341		2,217		2,094		1,971		1,848		1,725		1,602
Note Receivable - less current portion		481		0		0			481		412		343		275		206		137		69		0
Capitalized Transaction Costs		0		3,500		0			3,500		3,000		2,500		2,000		1,500		1,000		500		0
Other Assets		0		0		0			0		739		904		994		1,094		1,203		1,323		1,455
Total Assets	$	103,861	$	126,261		($87,885	)	$	142,236	$	149,540	$	158,183	$	164,058	$	170,375	$	177,179	$	184,517	$	192,443
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolver		0		5,000		0			5,000		14,884		22,397		28,817		34,702		39,985		36,847		52,975
Accounts Payable		18,985		0		0			18,985		20,925		26,009		28,609		31,470		34,617		38,079		41,887
Accrued Liabilities		5,365		0		0			5,365		5,175		5,481		6,029		6,632		7,295		8,025		8,827
Other Current Liabilities		18,672		0		0			18,672		18,672		18,672		18,672		18,672		18,672		18,672		18,672
Total Current Liabilities		43,023		5,000		0			48,023		59,656		72,558		82,127		91,476		100,570		101,623		122,361
Total Debt:
Other		0		0		0			0		0		0		0		0		0		0		0
Senior Debt		13,730		25,000		0			38,730		30,984		23,238		15,492		7,746		0		0		0
Subordinated Debt		0		20,000		0			20,000		20,000		20,000		20,000		20,000		20,000		20,000		0
Obligations under capital leases		8		0		0			8		8		8		8		8		8		8		8
Note Payable and Accrued Interest		0		0		0			0		0		0		0		0		0		0		0
Seller Note		0		0		0			0		0		0		0		0		0		0		0
Total Long-Term Debt		13,738		45,000		0			58,738		50,992		43,246		35,500		27,754		20,008		20,008		8
Other Liabilities		2,975		0		0			2,975		2,975		2,975		2,975		2,975		2,975		2,975		2,975
Total Liabilities		59,736		50,000		0			109,736		113,623		118,779		120,602		122,205		123,553		124,606		125,343
Shareholders’ Equity:
Preferred Stock		0		0		0			0		0		0		0		0		0		0		0
Investments in Subsidiaries (a)		12,571		0		(12,571	)		0		0		0		0		0		0		0		0
Common Stock + APIC		19,230		32,500		(19,230	)		32,500		32,500		32,500		32,500		32,500		32,500		32,500		32,500
Treasury Stock		0		0		0			0		0		0		0		0		0		0		0
Retained Earnings / (Loss)		12,324		0		(12,324	)		0		3,417		6,903		10,956		15,670		21,126		27,411		34,599
Total Shareholders’ Equity		44,125		32,500		(44,125	)		32,500		35,917		39,404		43,456		48,171		53,626		59,911		67,100
Total Lia. & SH Equity	$	103,861	$	82,500		($44,125	)	$	142,236	$	149,540	$	158,183	$	164,058	$	170,375	$	177,179	$	184,517	$	192,443

(a) Investments in subsidiaries goes to zero after deal closes, as Phoenix II becomes part of Phoenix I

DEBT CAPACITY	PROJECT PHOENIX
Case: Base	Page      13

($ in thousands except as otherwise noted)

							@ Closing			Projected
	Eligible			Advance			Proforma			2008			2009			2010			2011			2012			2013			2014
Effective Accounts Receivable Advance Rate		90	%		75	%		67.5	%		67.5	%		67.5	%		67.5	%		67.5	%		67.5	%		67.5	%		67.5	%
Effective Inventory Advance Rate		85	%		65	%		55.3	%		55.3	%		55.3	%		55.3	%		55.3	%		55.3	%		55.3	%		55.3	%
Accounts Receivable								33,652			38,986			47,668			52,434			57,678			63,446			69,790			76,769
Inventory								1,251			1,456			1,809			1,990			2,189			2,408			2,649			2,914
Advance Against Accounts Receivable								22,715			26,316			32,176			35,393			38,933			42,826			47,108			51,819
Advance Against Inventories								691			804			1,000			1,100			1,210			1,331			1,464			1,610
Total Revolver Advance								23,406			27,120			33,175			36,493			40,142			44,156			48,572			53,429
Outstanding Revolver Balance								5,000			14,884			22,397			28,817			34,702			39,985			36,847			52,975
Total Net PP&E (BV)								36,493			38,664			40,135			41,535			42,859			44,098			45,244			46,287
Effective Advance Rate on Net PP&E		100	%		50	%		50	%		50	%		50	%		50	%		50	%		50	%		50	%		50	%
Borrowing Base on Net PP&E								18,247			19,332			20,067			20,768			21,430			22,049			22,622			23,144
Senior Term Debt								0			0			0			0			0			0			0			0
Excess/(Shortfall) on Fixed Assets								18,247			19,332			20,067			20,768			21,430			22,049			22,622			23,144
Total Borrowing Availability								41,653			46,452			53,243			57,261			61,572			66,205			71,194			76,573
Total Senior Outstandings (Net Cash)								23,299			25,868			25,635			24,309			22,448			19,985			16,847			32,975
Excess Availability								18,354			20,584			27,608			32,952			39,124			46,220			54,347			43,598

DEBT SCHEDULE
Case: Base PROJECT PHOENIX
Page      14

($ in thousands except as otherwise noted)
				At		Projected
				Closing		2008		2009		2010		2011		2012		2013		2014
Revolver
Beginning Balance						$	5,000	$	14,884	$	22,397	$	28,817	$	34,702	$	39,985	$	36,847
Interest Expense		6.5	%				325		967		1,456		1,873		2,256		2,599		2,395
Additions							9,884		7,513		6,420		5,885		5,284		—		16,127
Reductions							—		—		—		—		—		3,138		—
Ending Balance					5,000		14,884		22,397		28,817		34,702		39,985		36,847		52,975
Senior Debt
Beginning Balance						$	38,730	$	30,984	$	23,238	$	15,492	$	7,746	$	—	$	—
Interest Expense		7.0	%				2,711		2,169		1,627		1,084		542		—		—
Amortization	5 Years						7,746		7,746		7,746		7,746		7,746
Ending Balance					38,730		30,984		23,238		15,492		7,746		—		—		—
Subordinated Debt
Beginning Balance						$	20,000	$	20,000	$	20,000	$	20,000	$	20,000	$	20,000	$	20,000
Interest Expense		10.0	%				2,000		2,000		2,000		2,000		2,000		2,000		2,000
Amortization							—		—		—		—		—		—		20,000
Ending Balance					20,000		20,000		20,000		20,000		20,000		20,000		20,000		—
Present Value of Note		—					—		—		—		—		—
Discount Rate of Note		10.0	%
Income Taxes		40.0	%				2,278		2,325		2,702		3,143		3,637		4,190		4,792
NOL							—		—		—		—		—		—		—
Net Income Taxes							2,278		2,325		2,702		3,143		3,637		4,190		4,792
NOL
Beginning Balance						$	—	$	—	$	—	$	—	$	—	$	—	$	—
Additions							—		—		—		—		—		—		—
Reductions							—		—		—		—		—		—		—
Ending Balance					—		—		—		—		—		—		—		—

PRO FORMA AND OPERATING ASSUMPTIONS Case: Base	PROJECT PHOENIX Page      16
($ in thousands except as otherwise notes)

	Pro Forma FY Ended				Expected		Projected
Pro Forma Consolidated Operations	2005		2006		2007		2008		2009		2010		2011		2012		2013		2014
Net Sales
Internal Growth		183,873		195,522		212,672		246,382		301,248		331,373		364,510		400,961		441,057		485,163
External Growth
Total Net Sales		183,873		195,522		212,672		246,382		301,248		331,373		364,510		400,961		441,057		485,163
Direct Costs
Internal Growth		164,186		170,326		188,399		219,221		272,477		299,725		329,697		362,667		398,934		438,827
Total Direct Costs		164,186		170,326		188,399		219,221		272,477		299,725		329,697		362,667		398,934		438,827
Gross Profit		19,687		25,196		24,273		27,161		28,771		31,648		34,813		38,294		42,124		46,336
SG&A		8,667		11,162		11,921		11,500		12,180		13,398		14,738		16,212		17,833		19,616
EBITDA (c )		11,020		14,034		12,352		15,661		16,591		18,250		20,075		22,083		24,291		26,720
Depreciation & Amortization (a)		4,499		5,885		4,129		5,543		6,243		7,013		7,860		8,792		9,817		10,944
EBIT		6,521		8,148		8,223		10,118		10,348		11,237		12,215		13,291		14,474		15,776

	Pro Forma FY Ended									Projected
Operating Assumptions	2005			2006			2007			2008			2009			2010			2011			2012			2013			2014
Net Sales Growth	NM				6.3	%		8.8	%		15.9	%		22.3	%		10.0	%		10.0	%		10.0	%		10.0	%		10.0	%
Cost of Sales %		89.3	%		87.1	%		88.6	%		89.0	%		90.4	%		90.4	%		90.4	%		90.4	%		90.4	%		90.4	%
Gross Margin		10.7	%		12.9	%		11.4	%		11.0	%		9.6	%		9.6	%		9.6	%		9.6	%		9.6	%		9.6	%
Variable SG&A %		4.7	%		5.7	%		5.6	%		4.7	%		4.0	%		4.0	%		4.0	%		4.0	%		4.0	%		4.0	%
Total SG&A %		4.7	%		5.7	%		5.6	%		4.7	%		4.0	%		4.0	%		4.0	%		4.0	%		4.0	%		4.0	%
EBITDA %		6.0	%		7.2	%		5.8	%		6.4	%		5.5	%		5.5	%		5.5	%		5.5	%		5.5	%		5.5	%
Maintenance Capex
Maint. Capex (% of revenues)		2.79	%		4.51	%		2.26	%		2.84	%		2.32	%		2.32	%		2.32	%		2.32	%		2.32	%		2.32	%
Capital Requirement		5,130			8,816			4,800			7,000			7,000			7,700			8,470			9,317			10,249			11,274
Expansionary Capex
Expansionary Capex (% of revenues)		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Expansionary Capex		0			0			0			0			0			0			0			0			0			0

(a) Deprecition in 2007 is set equal to 2006

DEPRECIATION AND AMORTIZATION SCHEDULES	PROJECT PHOENIX
Case: Base	Page      17
($ in thousands except as otherwise noted)

DEPRECIATION ON PP&E AT CLOSING
	PP&E @		Depreciable		Projected
	Close		Life		2007		2008		2009		2010		2011		2012		2013		2014
Total		36,493		10.0	$	3,649		3,649		3,649		3,649		3,649		3,649		3,649		3,649

DEPRECIATION ON CAPITAL EXPENDITURES
	Capital		Depreciable		Projected
	Expenditure		Life		2007		2008		2009		2010		2011		2012		2013		2014
		4,800		10.0	$	480		480		480		480		480		480		480		480
		7,000		10.0				700		700		700		700		700		700		700
		7,000		10.0						700		700		700		700		700		700
		7,700		10.0								770		770		770		770		770
		8,470		10.0										847		847		847		847
		9,317		10.0												932		932		932
		10,249		10.0														1,025		1,025
		11,274		10.0																1,127
						480		1,180		1,880		2,650		3,497		4,429		5,454		6,581
					$	4,129	$	4,829	$	5,529	$	6,299	$	7,146	$	8,078	$	9,103	$	10,230

AMORTIZATION SCHEDULE
			Amortization		Projected
	Amount		Period		2008		2009		2010		2011		2012		2013		2014
Transaction Fee Amortization	$	3,500		7.0	$	500	$	500	$	500	$	500	$	500	$	500	$	500
Goodwill Amortization		40,260		0.0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Refundable Deposits Amortization		884		40.0	$	22		22		22		22		22		22		22
Donor Base and Records Amortization		2,464		20.0	$	123		123		123		123		123		123		123
Deferred Bond Amortization		481		7.0	$	69		69		69		69		69		69		69
Total Amortization					$	714	$	714	$	714	$	714	$	714	$	714	$	714

TOTAL DEPRECIATION & AMORTIZATION
	Projected
	2008		2009		2010		2011		2012		2013		2014
Total Depreciation & Amortization	$	5,543	$	6,243	$	7,013	$	7,860	$	8,792	$	9,817	$	10,944

EX-99.(C)(6)

Exhibit (c)(6)

MEADOW VALLEY CORPORATION
Financial Statement Projection (000’s)
April 28, 2008

Profit & Loss	ACTUAL									FORECAST
Fiscal Year or Quarter Ending:	FY 2005			FY 2006			FY 2007			Q1 2008			Q2 2008			Q3 2008			Q4 2008			FY 2008			Q1 2009			Q2 2009			Q3 2009			Q4 2009			FY 2009			Q1 2010			Q2 2010			Q3 2010			Q4 2010			FY 2010
Contract Revenues	$	116,822		$	112,303		$	129,262		$	33,633		$	43,407		$	40,618		$	42,282		$	159,940		$	49,600		$	56,050		$	49,900		$	35,650		$	191,200		$	46,710		$	63,000		$	59,975		$	48,203		$	217,888
Materials Revenue		67,051			82,736			75,514			15,586			18,096			19,239			18,416			71,337			17,273			19,532			21,510			18,509			76,824			18,602			22,455			25,516			22,006			88,579
Testing					481			1,142			436			360			360			360			1,516			0			0			0			0			0			0			0			0			0			0
Total Revenue	$	183,873		$	195,520		$	205,918		$	49,655		$	61,863		$	60,217		$	61,058		$	232,793		$	66,873		$	75,582		$	71,410		$	54,159		$	268,024		$	65,312		$	85,455		$	85,491		$	70,209		$	306,467
Cost of Contract Revenues		108,706			102,234			117,925			30,258			39,756			37,165			40,004			147,183			47,094			52,137			46,143			33,736			179,110			44,273			58,878			56,033			45,626			204,810
Cost of Materials Revenue		59,979			73,530			69,359			15,589			17,998			18,674			18,342			70,603			16,759			18,317			19,916			17,305			72,297			17,206			19,803			22,032			19,241			78,282
Cost of Testing					447			1,219			329			324			324			324			1,301			0			0			0			0			0			0			0			0			0			0
Gross Profit		15,188			19,309			17,415			3,479			3,785			4,054			2,388			13,706			3,020			5,128			5,351			3,118			16,617			3,833			6,774			7,426			5,342			23,375
Gross Profit Margin — Contracting Operations		6.95	%		8.97	%		8.77	%		10.03	%		8.41	%		8.50	%		5.39	%		7.98	%		5.05	%		6.98	%		7.53	%		5.37	%		6.32	%		5.22	%		6.54	%		6.57	%		5.35	%		6.00	%
Gross Profit Margin — Materials Operations		10.55	%		11.13	%		8.15	%		-0.02	%		0.54	%		2.94	%		0.40	%		1.03	%		2.98	%		6.22	%		7.41	%		6.50	%		5.89	%		7.50	%		11.81	%		13.65	%		12.56	%		11.62	%
Gross Profit Margin — Testing Operations					7.07	%		-6.74	%		24.54	%		10.00	%		10.00	%		10.00	%		14.18	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Gross Profit Margin — Combined		8.26	%		9.88	%		8.46	%		7.01	%		6.12	%		6.73	%		3.91	%		5.89	%		4.52	%		6.78	%		7.49	%		5.76	%		6.20	%		5.87	%		7.93	%		8.69	%		7.61	%		7.63	%
G & A Expense		8,667			11,161			11,814			2,534			2,616			2,616			2,616			10,382			2,975			2,975			2,975			2,975			11,900			3,283			3,283			3,283			3,283			13,132
G&A as % of Revenue		4.71	%		5.71	%		5.74	%		5.10	%		4.23	%		4.34	%		4.28	%		4.46	%		4.45	%		3.94	%		4.17	%		5.49	%		4.44	%		5.03	%		3.84	%		3.84	%		4.68	%		4.28	%
Income/(Loss) from Operations		6,521			8,148			5,601			945			1,169			1,438			(228	)		3,324			45			2,153			2,376			143			4,717			550			3,491			4,143			2,059			10,243
Operating Margin		3.55	%		4.17	%		2.72	%		1.90	%		1.89	%		2.39	%		-0.37	%		1.43	%		0.07	%		2.85	%		3.33	%		0.26	%		1.76	%		0.84	%		4.09	%		4.85	%		2.93	%		3.34	%
Other Income
Interest Income		574			1,010			1,557			265			186			186			186			823			331			327			318			315			1,291			331			327			318			315			1,291
Interest Expense		(374	)		(339	)		(240	)		(35	)		(33	)		(33	)		(33	)		(134	)		(43	)		(43	)		(43	)		(43	)		(172	)		(43	)		(43	)		(43	)		(43	)		(172	)
Other Income/(Expenses)		341			74			368			(34	)		61			61			61			149			61			61			61			61			244			61			61			61			61			244
Gain on Litigation
Goodwill Amortization		0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0
Gain on Sale of Property
Total Other Income		541			745			1,685			196			214			214			214			838			349			345			336			333			1,363			349			345			336			333			1,363
Income/(Loss) Before Taxes		7,062			8,893			7,286			1,141			1,383			1,652			(14	)		4,162			394			2,498			2,712			476			6,080			899			3,836			4,479			2,392			11,606
Less: Income Taxes		2,570			3,163			2,565			411			498			594			(5	)		1,498			142			899			977			172			2,190			324			1,381			1,613			861			4,179
Net Income/(Loss) from Continued Operations		4,492			5,730			4,721			730			885			1,058			(9	)		2,664			252			1,599			1,735			304			3,890			575			2,455			2,866			1,531			7,427
Income/(Loss) from Discontinued Operations		0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0
MVCO Net Income After Minority Interest		4,203			4,167			4,058			929			1,049			1,132			160			3,270			331			1,544			1,609			254			3,738			528			2,168			2,420			1,224			6,340
Minority Interest Net Income		289			1,563			663			(199	)		(164	)		(74	)		(169	)		(606	)		(79	)		55			126			50			152			47			287			446			307			1,087
Consolidated Net Income per Share (Cont’d Operations)	$	1.01		$	0.90		$	0.76		$	0.17		$	0.20		$	0.21		$	0.03		$	0.61		$	0.06		$	0.29		$	0.30		$	0.05		$	0.70		$	0.10		$	0.41		$	0.45		$	0.23		$	1.19
Consolidated Net Income per Share	$	1.01		$	0.90		$	0.76		$	0.17		$	0.20		$	0.21		$	0.03		$	0.61		$	0.06		$	0.29		$	0.30		$	0.05		$	0.70		$	0.10		$	0.41		$	0.45		$	0.23		$	1.19
Diluted Weighted Common Shares		4,151			4,621			5,306			5,310			5,320			5,325			5,350			5,350			5,350			5,350			5,350			5,350			5,350			5,350			5,350			5,350			5,350			5,350
EPS from Cont’d Ops % Inc/(Dec) from Prior Year		538.06	%		-10.94	%		-15.19	%		74.82	%		17.62	%		-1.10	%		-89.87	%		-20.08	%		-64.64	%		46.36	%		41.47	%		-58.75	%		14.31	%		59.52	%		40.41	%		50.40	%		381.89	%		69.61	%
EBITDA (without Int Exp charged to COGS)		11,361			14,107			13,051			2,585			3,047			3,342			1,785			10,759			1,634			3,894			4,236			2,047			11,810			2,072			5,144			5,893			3,962			17,071
Approx. Interest Exp included in COGS								1,146															1,214															1,279															1,345
EBITDA								14,197															11,973															13,089															18,416

Financial Statements
Page 1

MEADOW VALLEY CORPORATION
Financial Statement History and Forecast (000’s)
April 28, 2008

Assets	ACTUAL												FORECAST
Period Ending:	FY 2005		FY 2006		Q1 2007		Q2 2007		Q3 2007		FY 2007		Q1 2008		Q2 2008		Q3 2008		FY 2008		Q1 2009		Q2 2009			Q3 2009			FY 2009			Q1 2010			Q2 2010			Q3 2010			FY 2010
Cash		23,565		29,355		29,456		27,670		26,865		28,146		29,007		29,310		27,420		26,108		31,624		33,531			35,599			37,367			37,107			39,116			41,814			43,877
Restricted Cash		1,267		605		477		0		167		328		375		375		375		375		357		375			375			375			375			375			375			375
Accounts Receivable		25,140		25,991		29,867		33,652		31,934		28,566		37,711		38,357		39,325		41,360		36,974		39,079			40,801			39,819			39,579			41,045			43,137			45,527
Other Receivable		0		106		108		108		110		110		106		106		106		106		106		106			106			106			106			106			106			106
Other Current Assets/Inventories		4,708		4,747		4,008		3,499		3,576		4,786		4,678		4,678		4,678		4,678		4,678		4,678			4,678			4,678			4,678			4,678			4,678			4,678
Treasury Stock Held for Retirement Plan Costs/Earnings in Excess of Billings		1,992		1,255		1,615		462		573		567		350		736		760		800		880		943			989			956			942			976			1,027			1,089
Total Current Assets		56,673		62,060		65,532		65,393		63,226		62,504		72,228		73,564		72,666		73,428		74,619		78,712			82,548			83,302			82,787			86,297			91,136			95,652
Notes Receivable		0		535		508		480		453		424		397		370		343		316		289		262			235			208			181			154			127			100
Property Plant & Equip Beginning Balance		21,542		26,033		35,553		35,553		35,553		35,553		36,173		36,173		36,173		36,173		33,884		33,884			33,884			33,884			31,857			31,857			31,857			31,857
Add: Increase in PP&E w/ Debt or Lease		5,522		6,546		1,862		2,324		2,632		4,613		2,500		3,500		4,000		5,000		1,000		2,250			3,000			3,750			1,250			2,250			3,000			4,000
Add: Increases in PP&E with Cash		3,869		9,369		2,026		2,214		3,800		3,800		0		470		720		720		250		750			1,500			1,750			500			1,000			1,500			2,000
Less: Depreciation & Leasehold Amort		4,499		5,885		1,644		3,421		5,241		7,082		1,674		3,491		5,334		7,286		1,528		3,207			5,007			6,849			1,461			3,053			4,742			6,584
Less: Book Value of Asset Sales		401		510		139		177		386		711		181		362		543		723		169		339			508			678			159			319			478			637
Ending Balance		26,033		35,553		37,658		36,493		36,358		36,173		36,818		36,291		35,016		33,884		33,437		33,338			32,869			31,857			31,986			31,735			31,137			30,636
Claim Receivable		3,521		2,464		2,464		2,464		2,464		2,464		2,464		2,464		2,464		2,464		2,464		2,464			2,464			800			800			800			800			800
Other Assets (Including Assets held for sale & Goodwill)		594		1,493		501		884		200		186		153		120		87		54		21		(12	)		(45	)		(78	)		(111	)		(144	)		(177	)		(210	)
Mineral Rights & Pit Development		195		0		0		0		0		0		0		0		0		0		0		0			0			0			0			0			0			0
Total Assets		87,017		102,105		106,663		105,715		102,701		101,752		112,065		112,809		110,577		110,145		110,830		114,764			118,071			116,088			115,643			118,842			123,023			126,978

Liabilities & Stockholders’ Equity	ACTUAL																		FORECAST
Period Ending:	FY 2005			FY 2006			Q1 2007			Q2 2007			Q3 2007			FY 2007			Q1 2008			Q2 2008			Q3 2008			FY 2008			Q1 2009			Q2 2009			Q3 2009			FY 2009			Q1 2010			Q2 2010			Q3 2010			FY 2010
Note Payable & Cap Lease Obligations		4,065			5,171			5,323			4,788			4,547			4,318			4,818			4,018			3,918			4,018			3,718			3,768			3,668			3,668			3,418			3,368			3,318			3,368
Accounts Payable		18,522			13,298			15,665			18,985			16,854			15,288			19,802			19,452			19,932			20,951			22,501			23,736			24,743			24,122			23,982			24,870			26,137			27,582
Accrued Expenses		5,879			7,570			4,888			5,365			5,896			6,908			4,205			5,890			6,080			6,398			7,036			7,542			7,913			7,648			7,532			7,810			8,213			8,716
Billings in excess of costs and earnings on contracts		5,903			8,367			10,966			13,792			13,206			11,248			18,923			18,405			15,200			13,995			13,193			14,141			14,837			14,340			14,123			14,645			15,400			16,342
Income Tax Payable		391			400			325			93			838			1,771			450			450			450			450			450			450			450			450			450			450			450			450
Total Current Liabilities		34,760			34,806			37,167			43,023			41,341			39,533			48,198			48,215			45,579			45,812			46,898			49,637			51,612			50,228			49,505			51,143			53,519			56,457
Long Term Liabilities
Notes Payable & Cap Lease Obligations		11,858			13,997			15,091			13,737			12,761			12,269			12,615			12,462			11,808			11,154			10,500			10,097			9,693			8,789			8,385			7,732			6,828			6,174
Long Term Liabilities from Acquisitions
Deferred Income Taxes		3,179			2,973			2,975			2,975			2,975			2,611			3,178			3,178			3,178			3,178			3,178			3,178			3,178			3,178			3,178			3,178			3,178			3,178
Total Liabilities		49,797			51,776			55,233			59,736			57,078			54,414			63,992			63,855			60,566			60,143			60,575			62,909			64,481			62,193			61,067			62,051			63,523			65,807
Minority Interest		17,425			18,988			19,315			14,425			12,873			12,813			12,614			12,450			12,376			12,207			12,128			12,183			12,309			12,359			12,511			12,558			12,845			13,291
Stockholders’ Equity
Common Stock		4			5			5			5			5			5			5			5			5			5			5			5			5			5			5			5			5			5
Additional Paid-in Capital		13,819			21,197			21,441			20,024			20,114			20,322			20,322			20,322			20,322			20,322			20,322			20,322			20,322			20,322			20,322			20,322			20,322			20,322
Capital Adjustment		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)		(799	)
Retained Earnings		6,772			10,939			11,468			12,324			13,431			14,999			15,929			16,978			18,109			18,269			18,600			20,144			21,755			22,009			22,539			24,707			27,128			28,353
Total Stockholders’ Equity		19,795			31,341			32,115			31,553			32,750			34,526			35,456			36,505			37,636			37,796			38,128			39,672			41,283			41,537			42,067			44,235			46,656			47,881
Total Liabilities & Equity		87,017			102,105			106,663			105,715			102,701			101,752			112,066			112,809			110,577			110,145			110,830			114,764			118,071			116,088			115,643			118,841			123,022			126,977

Financial Statements
Page 1

MEADOW VALLEY CORPORATION
Financial Statement History and Forecast (000’s)
April 28, 2008

	ACTUAL																		FORECAST
Statements of Cash Flows	FY			FY			Q1			Q2			Q3			FY			Q1			Q2			Q3			FY			Q1			Q2			Q3			FY			Q1			Q2			Q3			FY
Period Ending:	2005			2006			2007			2007			2007			2007			2008			2008			2008			2008			2009			2009			2009			2009			2010			2010			2010			2010
Inc/(Dec) in Cash or Equivalents
Cash From Operations
Net Income		4,204			4,167			530			1,386			2,494			4,061			930			1,979			3,110			3,270			332			1,876			3,486			3,741			529			2,697			5,119			6,344
Depreciation & Amortization		4,499			5,885			1,644			3,421			5,241			7,082			1,674			3,491			5,334			7,286			1,528			3,207			5,007			6,849			1,461			3,053			4,742			6,584
Loss/(Gain) on Sale of Plt/Property		(9	)		(42	)		(60	)		(62	)		(249	)		(310	)		0			0			0			0			0			0			0			0			0			0			0			0
Deferred Income Taxes Payable		2,199			(3	)		(7	)		(19	)		(110	)		0			0			0			0			0			0			0			0			0			0			0			0			0
Allowance for Doubtful Accounts		(282	)		69			(14	)		146			150			199
Impairment of Goodwill/Inventory Value		(43	)		(44	)		0			0			0			0
Stock based compensation expense					267			104			208			522			627
Minority interest in consolidated subsidiary		289			1,563			327			700			724			664			(199	)		(363	)		(437	)		(606	)		(79	)		(24	)		102			152			152			199			486			932
Changes in Assets/Liabilities
Accounts/Notes Receivable		(2,674	)		(825	)		(3,862	)		(7,807	)		(6,094	)		(2,775	)		(9,118	)		(9,737	)		(10,678	)		(12,686	)		4,412			2,334			640			1,648			268			(1,172	)		(3,237	)		(5,600	)
Claims Receivable		0			1,057			0			0			0			0			0			0			0			0			0			0			0			1,664			0			0			0			0
Prepaid Expenses/Other Current Assets		63			92			565			1,179			1,352			(153	)		37			70			103			136			33			66			99			132			33			66			99			132
Costs/Earnings in Excess of Billings		(1,543	)		737			(360	)		793			682			688			217			(169	)		(193	)		(233	)		(80	)		(143	)		(189	)		(156	)		14			(20	)		(71	)		(133	)
Other Current Assets/Inventory		137			(545	)		182			116			(43	)		160			108			108			108			108			0			0			0			0			0			0			0			0
Deposits		(457	)		(1,014	)		992			609			1,292			1,306
Interest Payable		0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0
Accounts Payable		(1,190	)		(5,223	)		2,367			5,687			3,556			1,990			4,514			4,164			4,644			5,663			1,550			2,784			3,792			3,171			(140	)		748			2,015			3,460
Accrued Liabilities		971			1,691			(2,682	)		(2,205	)		(1,674	)		(662	)		(3,457	)		(1,772	)		(1,582	)		(1,264	)		639			1,144			1,516			1,250			(116	)		162			565			1,068
Billings in excess of Costs		(1,317	)		2,464			2,599			5,425			4,839			2,881			7,675			7,157			3,952			2,747			(802	)		147			843			345			(217	)		305			1,060			2,002
Interest Receivable
Income Tax Receivable/Payable		370			28			(74	)		(306	)		439			988
Net Cash from Operations		5,217			10,324			2,251			9,271			13,121			16,746			2,381			4,927			4,360			4,421			7,532			11,392			15,294			18,796			1,985			6,038			10,780			14,787
Cash from Investing Activities
Increases in Restricted Cash		0			0			0			0			0			0			(47	)		(47	)		(47	)		(47	)		0			0			0			0			0			0			0			0
Decreases in Restricted Cash		1			662			128			605			438			277			0			0			0			0			18			0			0			0			0			0			0			0
Payments Received on Notes Rec		0			152			26			53			79			106			0			0			0			0			0			0			0			0			0			0			0			0
Purchase of Treasury Stock for Retirement Fund		0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0
Inc/(Dec) in Minority Interest		0			0			0			(6,791	)		(8,645	)		(8,645	)		0			0			0			0			0			0			0			0			0			0			0			0
Acquisitions Net Book		0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0
Proceeds from Sale of Plt/Equip		392			552			198			238			635			776			181			362			543			723			169			339			508			678			159			319			478			637
Purchase of Property/Equipment/Mineral Rights		(5,522	)		(9,369	)		(2,025	)		(2,324	)		(3,827	)		(8,172	)		(2,500	)		(3,970	)		(4,720	)		(5,720	)		(1,250	)		(3,000	)		(4,500	)		(5,500	)		(1,750	)		(3,250	)		(4,500	)		(6,000	)
Dec/(Inc) in Net Assets of Discont’d Operations		0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0
Net Cash from Investment Activities		(5,129	)		(8,003	)		(1,673	)		(8,219	)		(11,320	)		(15,658	)		(2,366	)		(3,655	)		(4,224	)		(5,044	)		(1,063	)		(2,661	)		(3,992	)		(4,822	)		(1,591	)		(2,931	)		(4,022	)		(5,363	)
Cash from Financing Activities
Repayment of Notes Payable/Lease Obligations		(6,360	)		(6,729	)		(1,952	)		(5,581	)		(7,447	)		(6,707	)		0			(108	)		(861	)		(1,415	)		(954	)		(1,308	)		(1,811	)		(2,715	)		(654	)		(1,358	)		(2,311	)		(2,915	)
Proceeds from Note Payable		544			3,084			1,335			2,700			2,956			4,106			846			0			0			0			0			0			0			0			0			0			0			0
Excess tax benefits from share-based pay arrang		0			145			82			82			86			97			0			0			0			0			0			0			0			0			0			0			0			0
Proceeds from Minority Interest in consol Subsidiary		0			0			0			0			22			22			0			0			0			0			0			0			0			0			0			0			0			0
Proceeds from Addl Stock Issues		17,136			0			1			62			92			185			0			0			0			0			0			0			0			0			0			0			0			0
Net Proceeds from Sale of Stock		1,993			6,969			57			0			0			0			0			0			0			0			0			0			0			0			0			0			0			0
Distribution to Stockholder
Net Cash from Financing Activities		13,313			3,469			(477	)		(2,737	)		(4,291	)		(2,297	)		846			(108	)		(861	)		(1,415	)		(954	)		(1,308	)		(1,811	)		(2,715	)		(654	)		(1,358	)		(2,311	)		(2,915	)
Net Inc/(Dec) in Cash or Equiv.		13,401			5,790			101			(1,685	)		(2,490	)		(1,209	)		861			1,164			(726	)		(2,038	)		5,516			7,423			9,491			11,259			(260	)		1,749			4,446			6,509
Beginning Cash		10,164			23,565			29,355			29,355			29,355			29,355			28,146			28,146			28,146			28,146			26,108			26,108			26,108			26,108			37,367			37,367			37,367			37,367
Ending Cash		23,565			29,355			29,456			27,670			26,865			28,146			29,007			29,310			27,420			26,108			31,624			33,531			35,599			37,367			37,107			39,116			41,814			43,877

Financial Statements
Page 2

MEADOW VALLEY CORPORATION
Financial Statement History and Forecast (000’s)
April 28, 2008

	ACTUAL																		FORECAST
Financial Data	FY 2005			FY 2006			Q1 2007			Q2 2007			Q3 2007			FY 2007P			Q1 2008			Q2 2008			Q3 2008			FY 2008			Q1 2009			Q2 2009			Q3 2009			FY 2009			Q1 2010			Q2 2010			Q3 2010			FY 2010
Gross Margin		8.26	%		9.88	%		9.27	%		8.18	%		7.98	%		8.46	%		7.01	%		6.12	%		6.73	%		5.89	%		4.52	%		6.78	%		7.49	%		5.76	%		5.87	%		7.93	%		8.69	%		7.61	%
Net Margin		2.29	%		2.13	%		1.24	%		1.46	%		2.02	%		1.97	%		1.87	%		1.70	%		1.88	%		1.40	%		0.49	%		2.04	%		2.25	%		0.47	%		0.81	%		2.54	%		2.83	%		1.74	%
Earnings per Share	$	1.01		$	0.90		$	0.10		$	0.17		$	0.21		$	0.76		$	0.17		$	0.20		$	0.21		$	0.61		$	0.06		$	0.29		$	0.30		$	0.70		$	0.10		$	0.41		$	0.45		$	0.23
Working Capital		21,913			27,254			28,365			22,370			21,885			22,971			24,030			25,349			27,087			27,617			27,721			29,075			30,936			33,073			33,281			35,153			37,617			39,195
Current Ratio		1.63			1.78			1.76			1.52			1.53			1.58			1.50			1.53			1.59			1.60			1.59			1.59			1.60			1.66			1.67			1.69			1.70			1.69
Stockholders’ Equity		19,795			31,341			32,115			31,553			32,750			34,526			35,456			36,505			37,636			37,796			38,128			39,672			41,283			41,537			42,067			44,235			46,656			47,881
Return on Stockholders’ Equity (TTM)		21.23	%		13.30	%		11.94	%		12.09	%		12.32	%		11.75	%		12.57	%		12.74	%		12.42	%		8.65	%		7.01	%		7.98	%		8.83	%		9.00	%		9.35	%		10.31	%		11.51	%		2.56	%
Total Debt & Cap Lease Obligations		15,923			19,168			20,414			18,525			17,308			16,587			17,433			16,480			15,726			15,172			14,218			13,865			13,361			12,457			11,803			11,100			10,146			9,542
Total Debt to Equity Ratio		80.44	%		61.16	%		63.57	%		58.71	%		52.85	%		48.04	%		49.17	%		45.14	%		41.78	%		40.14	%		37.29	%		34.95	%		32.36	%		29.99	%		28.06	%		25.09	%		21.75	%		19.93	%
Leverage Ratio (Total Liab/Net Worth)		2.52			1.65			1.72			1.89			1.74			1.58			1.80			1.75			1.61			1.59			1.59			1.59			1.56			1.50			1.45			1.40			1.36			1.37
Total Asset Turnover		2.11			1.91			1.80			1.92			2.01			2.02			1.90			1.92			2.00			2.11			2.26			2.30			2.33			2.31			2.30			2.33			2.36			2.41
Total Capital Expenditures (YTD)		9,391			15,915			3,888			4,538			6,432			8,413			2,500			3,970			4,720			5,720			1,250			3,000			4,500			5,500			1,750			3,250			4,500			6,000
Net Receivables Broken Out by Subsidiary
Meadow Valley Contractors, Inc.		15,418			13,994			18,076			21,938			20,461			17,617			27,359			28,587			29,477			31,016			26,386			28,283			29,675			28,680			28,247			29,289			30,800			32,683
Ready Mix, Inc.		9,722			11,997			11,791			11,714			11,473			10,949			10,351			9,770			9,848			10,344			10,588			10,797			11,126			11,139			11,332			11,756			12,337			12,844
MVCI Rec % of Total Contract Revenue		13.2	%		12.5	%		16.4	%		18.1	%		16.2	%		13.6	%		19.5	%		19.4	%		19.4	%		19.4	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%
RMI Rec % of Total Materials Sales		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%		14.5	%
Total Rec % of Total Revenue		13.7	%		13.3	%		15.5	%		16.6	%		15.5	%		13.9	%		17.7	%		17.7	%		17.8	%		17.8	%		14.8	%		14.8	%		14.8	%		14.9	%		14.9	%		14.9	%		14.9	%		14.9	%
Payables as % of Total Revenue		10.1	%		6.8	%		8.1	%		9.4	%		8.2	%		7.4	%		9.3	%		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%		9.0	%
Underbillings as % of Contract Revenue		1.7	%		1.1	%		1.5	%		0.4	%		0.5	%		0.4	%		0.3	%		0.5	%		0.5	%		0.5	%		0.5	%		0.5	%		0.5	%		0.5	%		0.5	%		0.5	%		0.5	%		0.5	%
Overbillings as % of Contract Revenue		5.1	%		7.5	%		9.9	%		11.4	%		10.5	%		8.7	%		13.5	%		12.5	%		10.0	%		8.8	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%

Financial Statements
Page 3

EX-99.(C)(8)

Exhibit (c)(8)

10218 North	Mequon,	Tel 262.241.1000	www.accuval.net
Port Washington Road	Wisconsin	Fax 262.241.1010
	53092 USA	800.852.9252

April 11, 2008

Mr. Chris Zugaro, Vice President
Insight Equity
1400 Civic Place, Suite 250
Southlake, TX 76092

Re: Appraisal — Meadow Valley Corporation
Machinery & Equipment

Dear Mr. Zugaro:

As requested, the following table provides a breakdown of the values attributed to the machinery and equipment assets located at Meadow Valley Corporation and Ready Mix Inc.

Ready Mix Inc.
Location	Orderly Liquidation Value		Fair Market Value
Las Vegas, NV (Delhi)	$	2,821,950	$	3,229,500
Lee Canyon, NV	$	2,317,650	$	2,779,650
Las Vegas, NV (Gary)	$	898,050	$	1,075,000
Moapa, NV	$	2,210,300	$	2,685,900
Sun City, AZ	$	325,700	$	407,500
Queen Creek, AZ	$	2,182,850	$	2,542,100
Tolleson, AZ	$	427,500	$	535,500
Total- RMI	$	11,184,000	$	13,255,150

Meadow Valley Corp.
Location	Orderly Liquidation Value		Fair Market Value
North Las Vegas, NV	$	7,426,500	$	8,566,200
Phoenix, AZ	$	5,668,600	$	6,670,250
Total- MVC	$	13,095,100	$	15,236,450
Grand Total	$	24,279,100	$	28,491,600

Appraisal — Meadow Valley Corporation April 11, 2008

Between March 24 and 26, 2008, AccuVal personnel inspected the machinery and equipment of Meadow Valley Corporation located at 4635 Andrews St., Suite F (Various Sites), North Las Vegas, Nevada; and 731 North 19th Avenue, Phoenix, Arizona.; and Ready Mix Inc. located at 109 W. Delhi Avenue, Las Vegas, Nevada; Highway 95 at Highway 156, Lee Canyon, Nevada; 6501 W. Richmar Avenue, Las Vegas, Nevada; Highway 168 at 1-15, Moapa, Nevada; 11500 W. Beardsley Road, Sun City, Arizona; 39245 N. Schnepf Road, Queen Creek, Arizona; and 6204 W. Southern Avenue, Tolleson, Arizona. The inspection was conducted to gather data relative to the assets and provide an appraisal to be used as documentation for financial decision-making.

Please contact us if any further clarification is needed regarding the values presented in the original report dated April 7, 2008.

It has been a pleasure being of service to you.

Very truly yours,

AccuVal Associates, Incorporated

Michael S. Hamann, ASA
Manager

2

EX-99.(D)(2)

Exhibit (d)(2)

Phoenix Holdings Management LLC
c/o Insight Equity Management Company LLC
1400 Civic Place, Suite 250
Southlake, Texas 76092

July 28, 2008

Insight Equity Acquisition Resources LLC
c/o Insight Equity Management Company LLC
1400 Civic Place, Suite 250
Southlake, Texas 76092
Attention: Mr. Conner Searcy

Mr. Brad Larson
1442 E. Northridge Street
Mesa, Arizona 85207

Mr. Ken Nelson
1255 E. Nance Street
Mesa, Arizona 85203

Gentlemen:

This Letter Agreement is intended to memorialize certain agreements and understandings we have reached with respect to the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 28, 2008, by and among Phoenix Parent Corp., Phoenix Merger Sub, Inc. and Meadow Valley Corporation (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings given in the Merger Agreement:

     (a) At the Closing and effective as of the Effective Time, each of Mr. Larson and Mr. Nelson shall contribute to Phoenix Holdings Management LLC, to be renamed Meadow Valley Holdings LLC (the “Company”), all of the Shares owned by him immediately prior to the Effective Time, whether acquired through the exercise of Options or otherwise, and shall receive in exchange therefor Class A Preferred Units of the Company. The number of Shares obtained through the exercise of Options will equal the number of Shares under option to Mr. Larson and Mr. Nelson reduced by (i) any Shares used to pay the exercise price in a cashless exercise of Options and (ii) the number of Shares used to pay federal income tax with respect to the exercise of Options. The percentage of the Class A Preferred Units outstanding as of the Effective Time to be issued to each of Mr. Larson and Mr. Nelson as of the Effective Time shall be determined by dividing the value of the net Shares contributed by each of Mr. Larson and Mr. Nelson by the total equity commitment required to be contributed to the Company at Closing.

     (b) The parties hereto agree to keep the terms and conditions of this Letter Agreement confidential and not to disclose to any other party the terms, conditions or existence hereof.

Insight Equity Acquisition Resources LLC
Mr. Brad Larson
Mr. Ken Nelson
Page

     (c) The terms and conditions of this Letter Agreement are intended solely for the benefit of each party hereto and it is not the intention of the parties to confer third-party beneficiary rights on any other party.

[Remainder of page intentionally left blank]

Insight Equity Acquisition Resources LLC
Mr. Brad Larson
Mr. Ken Nelson
Page

Very truly yours,

PHOENIX HOLDINGS MANAGEMENT LLC

By:	/s/ Ted. W. Beneski
Name:	Ted W. Beneski
Title:	Chairman of the Board

By:	/s/ Victor L. Vescovo
Name:	Victor L. Vescovo
Title:	Managing Director

Accepted and agreed to as of
the date first written above:

INSIGHT EQUITY ACQUISITION RESOURCES LLC

By:	/s/ Ted. W. Beneski
Name:	Ted W. Beneski
Title:	Chairman of the Board

By:	/s/ Victor L. Vescovo
Name:	Victor L. Vescovo
Title:	Managing Director

/s/ Brad Larson
BRAD LARSON

/s/ Ken Nelson
KEN NELSON

Insight Equity Acquisition Resources LLC
Mr. Brad Larson
Mr. Ken Nelson
Page

The spouse of each Executive has executed this Letter Agreement below to (a) indicate her understanding of and agreement to be bound by all of the terms of this Letter Agreement and (b) bind to this Letter Agreement her interest whether community property or otherwise if any in the Units of such Executive whether acquired as of the Effective Date or at any time thereafter.

/s/ Beverly B. Larson
BEVERLY B. LARSON

/s/ Jana R. Nelson
JANA R. NELSON

EX-99.(D)(3)

Exhibit  (d)(3)

Phoenix Holdings Management LLC
c/o Insight Equity Management Company LLC
1400 Civic Place, Suite 250
Southlake, Texas 76092

July 28, 2008

Insight Equity Acquisition Resources LLC
c/o Insight Equity Management Company LLC
1400 Civic Place, Suite 250
Southlake, Texas 76092
Attention: Mr. Conner Searcy

Mr. Brad Larson
1442 E. Northridge Street
Mesa, Arizona 85207

Mr. Ken Nelson
1255 E. Nance Street
Mesa, Arizona 85203

Gentlemen:

This Letter Agreement is intended to memorialize certain agreements and understandings we have reached with respect to the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 28, 2008, by and among Phoenix Parent Corp., Phoenix Merger Sub, Inc. and Meadow Valley Corporation (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings given in the Merger Agreement:

          (a)     At the Closing and effective as of the Effective Time, each of the parties hereto shall execute and deliver the First Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Phoenix Holdings Management LLC, to be renamed Meadow Valley Holdings LLC effective as of the Closing (the “Company”), substantially in the form attached hereto as Exhibit A with such revisions as may be mutually agreed upon by the parties hereto; provided, however, that (i) the parties hereto agree that Schedule I thereto shall be completed in accordance with the terms of that certain Letter Agreement, dated as of April 2, 2008, by and among Insight Equity I LP, YVM Acquisition Corporation, Mr. Larson and Mr. Nelson (the “Letter Agreement”), and (ii) Messrs. Larson and Nelson shall agree to any revisions thereof that are hereafter agreed to by the Company and Insight Equity Acquisition Resources LLC (the “Insight Member”) and that are proposed by the parties providing equity or debt financing to the Company, so long as such revisions do not disproportionately affect the rights and obligations of Messrs. Larson and Nelson when compared to the effect thereof on the Insight Member.

Insight Equity Acquisition Resources LLC
Mr. Brad Larson
Mr. Ken Nelson
Page

          (b)     Mr. Larson hereby waives any right to receive any compensation under Section 22 of that certain Employment Agreement, dated November 30, 2007, by and between Mr. Larson and Meadow Valley Corporation (“MVCO”) that may otherwise become payable as a result of the Closing of the transactions contemplated by the Merger Agreement, or as a result of any events or conditions occurring or arising after the Closing.

          (c)     Mr. Nelson hereby waives any right to receive any compensation under Section 22 of that certain Employment Agreement, dated November 30, 2007, by and between Mr. Nelson and MVCO that may otherwise become payable as a result of the Closing of the transactions contemplated by the Merger Agreement, or as a result of any events or conditions occurring or arising after the Closing.

          (d)     (i)     Shared Due Diligence and Other Expenses (as defined in the Letter Agreement) of the Insight Member or its Affiliates and Messrs. Larson and Nelson with respect to the proposed acquisition of MVCO, including the fees and expenses, if any, earned by and owing to (A) John B. Furman pursuant to that certain letter agreement, dated August 16, 2007, between John B. Furman and YVM Acquisition Corporation and (B) ThomasLloyd Capital LLC pursuant to that certain letter agreement, dated August 7, 2007, between ThomasLloyd Capital LLC and YVM Acquisition Corporation, will be paid or caused to be paid by the Company in cash at Closing.

                    (ii)     Messrs. Larson and Nelson acknowledge and agree that, without the prior written consent of the Insight Member, which the Insight Member may grant or deny in its sole discretion, Messrs. Larson and Nelson shall not enter into any agreement, or amend or modify any existing agreement, pursuant to which the payment of any amount thereunder (i) would constitute Shared Due Diligence and Other Expenses and (ii) is contingent, in whole or in part, on the Closing of the transactions contemplated by the Merger Agreement.

          (e)     Immediately prior to the Effective Time of the Merger, Mr. Larson and Mr. Nelson shall exercise all of their Options (including unvested Options which are accelerated pursuant to their terms). In the event that Mr. Larson and/or Mr. Nelson make federal income tax payments in cash attributable to their exercise of such Options in connection with the Merger, the Company shall make cash distributions to them in an amount equal to such federal income tax payments, provided that the Company shall not be required to make cash distributions in excess of 35% of the amount included as income for federal tax purposes by Mr. Larson and/or Mr. Nelson, respectively. The respective Capital Account (as defined in the LLC Agreement) balances of Mr. Larson and Mr. Nelson shall be reduced by the amount of cash each receives pursuant to this paragraph (e). To the extent that the federal income tax attributable to Mr. Larson’s and/or Mr. Nelson’s exercise of Options is satisfied by Meadow Valley Corporation’s payment of such tax on behalf of Mr. Larson and/or Mr. Nelson in connection with a cashless exercise of such Options or other withholding mechanism provided for under the terms of their Options, the Company shall not be required to make any cash distributions to Mr. Larson or Mr. Nelson pursuant to this paragraph (e).

Insight Equity Acquisition Resources LLC
Mr. Brad Larson
Mr. Ken Nelson
Page

          (f)     Following the Closing, the Company intends to cause Meadow Valley Corporation to implement a bonus plan pursuant to which certain members of Meadow Valley Corporation’s management will have the right to be granted, subject to certain conditions, awards that will be valued in a manner to approximate the value of Class B-1 Common Interests of the Company and will become payable in the form of cash compensation upon a change of control of the Company. The aggregate amount of such awards to be paid by Meadow Valley Corporation will equal up to three percent (3.0%) of the value of the Class B-1 Voting Units outstanding as of the Closing and will be granted only upon reaching the Insight IRR hurdles set forth in the LLC Agreement.

          (g)     The parties hereto agree that, at the Closing and effective as of the Effective Time, Rob Bottcher shall have the option to contribute to the Company all, but not less than all, of the common stock of Meadow Valley Corporation held by Mr. Bottcher as of the Effective Time, whether acquired through the exercise of Options or otherwise, in exchange for Class A Preferred Units of the Company, such exchange to be made in the same ratio as the contribution and exchange of the common stock of Meadow Valley Corporation held by Messrs. Larson and Nelson for Class A Preferred Units of the Company and also subject to the same terms outlined in paragraph (e) hereof; provided, however, that, in lieu of any reduction in the Capital Account balance of Mr. Bottcher, any cash received by Mr. Bottcher as a result of the application of paragraph (e) hereof shall be offset, in equal one-third installments, against any bonus amounts awarded by Meadow Valley Corporation to Mr. Bottcher during the three (3) fiscal years immediately following the Closing.

          (h)     The parties hereto agree to keep the terms and conditions of this Letter Agreement confidential and not to disclose to any other party the terms, conditions or existence hereof.

          (i)     The terms and conditions of this Letter Agreement are intended solely for the benefit of each party hereto and it is not the intention of the parties to confer third-party beneficiary rights on any other party.

[Remainder of page intentionally left blank]

Insight Equity Acquisition Resources LLC
Mr. Brad Larson
Mr. Ken Nelson
Page

Very truly yours,

PHOENIX HOLDINGS MANAGEMENT LLC

By:	/s/ Ted. W. Beneski
	Name:	Ted W. Beneski
	Title:	Chairman of the Board

By:	/s/ Victor L. Vescovo
	Name:	Victor L. Vescovo
	Title:	Managing Director

Accepted and agreed to as of
the date first written above:

INSIGHT EQUITY ACQUISITION RESOURCES LLC

By:	/s/ Ted. W. Beneski
	Name:	Ted W. Beneski
	Title:	Chairman of the Board

By:	/s/ Victor L. Vescovo
	Name:	Victor L. Vescovo
	Title:	Managing Director

/s/ Brad Larson  

BRAD LARSON 

/s/ Ken Nelson  

KEN NELSON 

Insight Equity Acquisition Resources LLC
Mr. Brad Larson
Mr. Ken Nelson
Page

The spouse of each Executive has executed this
Letter Agreement below to (a) indicate her
understanding of and agreement to be bound by
all of the terms of this Letter Agreement and (b)
bind to this Letter Agreement her interest
whether community property or otherwise if any
in the Units of such Executive whether acquired
as of the Effective Date or at any time thereafter.

/s/ Beverly B. Larson  

BEVERLY B. LARSON 

/s/ Jana R. Nelson  

JANA R. NELSON 

EX-99.(D)(5)

Exhibit  (d)(5)

Insight Equity
1400 Civic Place. Suite 250
Southlake, Texas 76092
Phone: (817) 488-7775
Fax: (817) 488-7739

April 2, 2008

STRICTLY CONFIDENTIAL

POTENTIAL ACQUISITION OF MEADOW VALLEY CORPORATION Summary of
Indicative Organizational and Other Terms (“Proposal Letter”)

Acquiror:	MV Acquisition LLC (or another single-purpose entity to be formed at a later date) (“Acquiror”), the proposed acquirer of substantially all of the equity interests of Meadow Valley Corp. (“Target”).
Members:	YVM Acquisition Corporation together with the individuals signatory hereto (collectively, “Management”) and Insight Equity I LP or its affiliated designee(s) (“Insight”) (Management and Insight together as “Unit Holders”).
Use of Proceeds:	Proceeds obtained by Acquiror through debt and equity will be used to acquire the equity interests of the Target and fund certain transaction-related expenses associated with the acquisition.
Documentation:	The Unit Holders will enter into definitive legal documentation related to the organization of the Acquiror, and the Acquiror will seek to enter into definitive legal documentation related to the acquisition of Target, in each case prepared by Insight’s counsel, on terms and conditions and containing representations, warranties and covenants that are normal and customary for transactions of this type. Management and Insight agree to negotiate in good faith in an effort to reach agreement with respect to such definitive legal documentation related to organizational matters so long as Insight is continuing to pursue the acquisition of Target.

LLC Terms:
Summary of Unit Ownership:	Management and Insight will invest in newly-issued LLC Units (subject to further negotiation pursuant to investment amount restrictions highlighted below). Subject to Tax Considerations noted below, LLC Units will be divided into Class A Preferred Units and Class B Common Units. Class A Preferred Units will be allocated based on dollar amount invested by Management and Insight and the initial equity commitments to the Acquiror at closing (“Closing”) of the acquisition of Target. Insight’s investment will be determined by subtracting the Management investment from the total equity commitment required at Closing. For example, if total equity commitments are $50M and Management invests $5.0M, the percentage of Class A Preferred Units allocated to Management would be 10.0% and to Insight would be 90.0%.
Maximum Class A Preferred Unit Investment:	At a minimum, subject to the limitation set forth in the following sentence, Management will invest a minimum of 80% of the net proceeds of their current equity stake (including Management’s stock options) in the Target into Class A Preferred Units of the Acquiror at the same price per Class A Preferred Unit as Insight. Management will have the opportunity to invest additional capital subject to Insight’s minimum investment requirement. For purposes of clarification, (i) the value of a share of stock held by Management shall be equal to the per share merger consideration paid by Acquiror at the Closing of the acquisition of Target and (ii) the value of an option held by Management shall be equal to the per share merger consideration paid by Acquiror at the Closing of the acquisition of Target minus the exercise price.
Rights Related to Class A Preferred Units:	Annual cumulative distributions at a rate to be determined on the aggregate amount of consideration paid for the Class A Preferred Units (“Class A Consideration”) payable either in cash or by PIK upon board determination. Such distributions will accrue if not paid. Class A Preferred Units will be redeemable on a pro-rata basis at any time upon board determination.
	Except for, distributions in a minimum amount at least necessary to pay taxes, no distributions may be made to the Class B Common Unit holders until all accrued and unpaid Class A Consideration shall have been paid and the Class A Preferred Units shall have been redeemed.

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Allocation of Class B Common Units:	Subject to Tax Considerations noted below, Management’s initial allocation of Class B Common Units will be determined by taking the dollar value of all Class A Preferred Units issued to Management as a percent of the total value of all Class A Preferred Units issued. For example, if Management were acquiring 10.0% of the Class A Preferred Units at Closing, and Insight were acquiring 90.0% of the Class A Preferred Units at Closing, the percentages of Class B Common Units allocated to Management and Insight at the Closing would be 10.0% of the Class B Common Units for Management and 90.0% of the Class B Common Units for Insight.
	Further subject to Tax Considerations noted below, Management also will be entitled to receive up to an additional 10.0% interest in the Class B Common Units structured as a profits interest (“Contingent Promote”). The Contingent Promote will be awarded incrementally and based on Insight’s achievement of certain cash Internal Rate of Return, or IRR, hurdles as determined by the board and based on final purchase price after the due diligence period leading up to Closing. The Internal Rate of Return will be based on cash returns calculated by use of the XIRR() function of Microsoft Excel.
Bonus Program:	Members of the senior management team will be given the opportunity to participate in a cash bonus incentive program, to be established by the board.
	Remaining non-management employees will be rewarded with a cash bonus incentive program to be established by the board at a later date.
Base Salaries:	Management shall receive base compensation and benefits comparable to those currently being received by them from Target.
Tax Considerations:	Management’s investment in newly-issued LLC Units will be structured so as to minimize tax obligations that may be due and owing by Management as a result of the sale or cancellation of their equity (including Management’s stock options) in Target related to the Closing of the transactions contemplated by Acquiror’s acquisition of Target. The parties will develop a structure such that Management will not be subject to any tax obligations for which they do not receive cash proceeds to cover the same, either through net proceeds from the sale of their equity interests (including the options in

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	Target referred to above), use of profits interests or otherwise. The parties understand that the structuring of the transaction on a tax advantaged basis may require modifications to certain of the assumptions otherwise set forth herein.
Other General Terms:
Registration Rights:	Management and Insight will have the right to participate in piggyback and comparable registration rights to register their Class A Preferred Units or Class B Common Units on a pro rata basis in the event that the Acquiror or its successor entity has completed an initial public offering of such Units and undertakes a secondary offering of such Units, subject to customary underwriter cut-backs and other terms.
Rights of First Refusal:	Insight will have a right of first refusal that will allow it to purchase any class of Units proposed to be transferred by other Unit Holders pursuant to any bona fide offer, except in connection with transfers pursuant to an initial public offering if applicable, subject to the aforementioned piggyback rights, or as part of a merger or acquisition of the Acquiror; provided, however, that notwithstanding the foregoing, Management will have a right of first refusal in front of Insight on any class of Units proposed to be transferred by members of Management and Insight will have a right of second refusal in such instance.
Tag-Along Rights:	Management and Insight will have tag-along rights that will allow the same to sell their pro-rata share of Units being sold pursuant to a bona fide offer.
Drag-Along Rights:	Insight will have drag-along rights that will allow the same to require all other Unit Holders to sell their Units as part of a bona fide offer to purchase all, or substantially all, of the outstanding Units of the Acquiror. The completion of a transaction contemplated by a drag-along right exercised by Insight will trigger the terms of any change of control provision held by the individual signatories hereto.
Preemptive Rights:	Management and Insight will have preemptive rights that will allow the same to purchase their pro-rata share of Class B Common Units in the event of any sale of the Acquiror’s Class B Common Units, whether in a private placement, rights offering or other transaction, except in connection with, or following, as the case may be, an initial public offering, as part of a merger or acquisition of the Acquiror, or certain other issuances.

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Board of Managers:	The Board of Managers of the Acquiror will consist of four (4) Managers designated by Insight and two (2) Managers designated by Management. If Management’s fully-diluted share of the Class B Common Units falls below 5% then it shall no longer be entitled to designate a Manager position. The Board of Managers is sometimes herein referred to as the board.
Management of Acquiror:	The powers of the Acquiror will be exercised under the authority of, and the business and affairs of the Acquiror will be managed under the direction of its board, who will make all decisions and take all actions for the Acquiror.
Due Diligence and Other Expenses:	Subject to the terms hereof, Shared Due Diligence and Other Expenses (as defined below) of Insight and Management with respect to the proposed acquisition of Target will be paid by the Acquiror at Closing. Should the acquisition of Target not close due solely to a default of Management of its obligations hereunder or otherwise due solely to Management’s failure to diligently pursue acquisition of the Target as contemplated herein, then Management shall be solely responsible for all of the Shared Due Diligence and Other Expenses incurred by Management including, without limitation, those expenses relating to Greenberg Traurig LLP. In all other cases in which the acquisition of Target does not close, Insight shall pay 100% of the Shared Due Diligence and Other Expenses; provided, however, that Insight shall not be required to pay more than $150,000 of the Shared Due Diligence and Other Expenses incurred by Management, including, without limitation, those expenses relating to Greenberg Traurig LLP, unless Insight shall expressly agree in writing (excluding e-mail) to a higher amount. Shared Due Diligence and Other Expenses shall mean, for purposes hereof, reasonable and documented expenses benefiting Insight, the Acquiror or Management in pursuit of its acquisition of the Target as determined in good faith by the board, including, but not limited to, legal expenses of Hunton & Williams LLP, Greenberg Traurig LLP, financial and other advisory fees and expenses of Management, environmental studies (including phase I, compliance audits and phase II reports, if needed), asset appraisals, accounting audits, insurance audits, consulting and expert opinions, diligence efforts, background investigations, Deal Fees (as defined below), travel expenses and other customary out-of-pocket expenses such as research, telecommunications charges, photocopying, delivery and postage.

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	Other than the Shared Due Diligence and Other Expenses that shall be reimbursed as provided above, should the acquisition of Target not close, each of Management and Insight shall be responsible for their own costs and expenses incurred in connection with the transactions contemplated hereby, including, but not limited to, independent legal fees (other than the fees of Hunton & Williams LLP and Greenberg Traurig LLP, financial and other advisory fees and expenses of Management which shall be reimbursed as provided above), advisory fees (financial or otherwise), and other expenses that principally benefit only Management or Insight, as the case may be.
	Management acknowledges and agrees that, without the prior written consent of Insight, which Insight may grant or deny in its sole discretion, Management shall not enter into any agreement, or amend or modify any existing agreement, pursuant to which the payment of any amount thereunder (i) would constitute Shared Due Diligence and Other Expenses and (ii) is contingent, in whole or in part, on the Closing of the acquisition of Target.
Breakup Fee:	To the extent the Acquiror is paid a breakup or similar fee (“Breakup Fee”) in conjunction with the acquisition, Management and Insight shall receive their pro rata portion of any portion of the Breakup Fee remaining after payment of all Shared Due Diligence and Other Expenses. Management and Insight’s share of the Breakup Fee after payment of all Shared Due Diligence and Other Expenses shall be calculated based on their initial anticipated share of the Class B Common Units, to be determined upon the commencement of due diligence in good faith by the board. If the board does not make such determination then Insight’s share of the Breakup Fee shall be 90% and Management’s share shall be 10%.
Deal Fee:	For efforts performed to structure, negotiate, evaluate, finance and close the acquisition of Target, Insight (or its designee) shall receive a closing fee equal to up to two percent (2%) of the implied enterprise value of the transaction, payable at Closing (the “Deal Fee”). Enterprise value shall be defined as the cash purchase price for the equity of the Target, plus all new debt incurred to effect such Closing and all assumed liabilities (contingent and explicit) of the Target.
Confidentiality:	Management agrees to keep this Proposal Letter and the terms of the proposed transaction confidential and not to disclose to any person the terms, conditions or other contents of this

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	Proposal Letter or the terms of the proposed transaction without Insight’s prior written consent; provided, however, under advice of Management’s independent legal counsel (i) the existence of this Proposal Letter, (ii) Management’s relationship with Insight and (iii) the terms of the proposed transaction may be disclosed to comply with applicable securities laws and state laws related to fiduciary duties.
Expiration Dates:	The term of this Proposal Letter will be six (6) months from the date of execution; provided, however, that the term of this Proposal Letter will be extended for an additional six (6) months if the Acquiror is diligently pursuing the acquisition of Target. Notwithstanding the 12 month period set forth in the preceding sentence, in the event Acquiror enters into a definitive acquisition agreement with Target, the term of this Proposal Letter shall extend and remain in effect at least until such time as the transactions contemplated by the definitive acquisition agreement are consummated or such agreement is terminated in accordance with its terms. In addition, the opportunity to accept the terms of this offer will expire seven (7) business days from the date of this Proposal Letter.
Exclusivity:	Insight and Management and their respective principals, owners, directors or officers, employees, advisors, affiliates and other representatives will not attempt (directly or indirectly) to acquire Target or Ready Mix, Inc., or finance, or seek to finance, the acquisition of Target or Ready Mix, Inc. through merger, tender, purchase of assets, or otherwise, or evaluate, pursue, bid on or otherwise be involved with any attempts to purchase the operating assets or equity of the Target or Ready Mix, Inc. without the inclusion of and the express written consent of the other (which consent shall not be unreasonably withheld); provided, however, nothing contained herein shall restrict Management from performing their duties owed to Target and Ready Mix, Inc., including, but not limited to, assisting Target and Ready Mix Inc. with evaluation of any bid or offer to acquire Target or Ready Mix, Inc. made by a third party so long as Management has no equity interest in or other direct or indirect affiliation, contractual arrangement, obligation, commitment, agreement or understanding with such third party.
Binding Effect and Miscellaneous:	Notwithstanding anything to the contrary, except with respect to this section, the last sentence of the section entitled “Documentation” and the sections entitled “Due Diligence and Other Expenses”, “Breakup Fee”, “Deal Fee”, “Confidentiality”, “Expiration Dates” and “Exclusivity” above

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(collectively, the “Binding Provisions”), the terms of which shall be binding upon the parties and governed in accordance with Texas law, the terms of this Proposal Letter and any and all discussions between the parties with respect to the subject matter hereof shall be non-binding and shall not in any way obligate any party to perform any transaction or to continue their discussions with respect to the same for any period of time. This Proposal Letter may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Whenever possible, the Binding Provisions and each portion thereof will be interpreted in such manner as to be effective and valid under applicable law; but if any Binding Provision or portion thereof is held to be invalid, illegal or unenforceable in any respect under any applicable law in any proper jurisdiction, such invalidity, illegality or unenforceability will not affect any other Binding Provision or portion thereof in such jurisdiction, and the remaining Binding Provisions of this Proposal Letter will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein; provided, however, the offending provision shall be enforced to the maximum extent permissible under applicable law.

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     If the foregoing correctly sets forth your understanding and agreement with respect to the subject matter hereof, kindly execute this letter where indicated and return it to the undersigned not later than the expiration date set forth above.

		Sincerely,
		INSIGHT EQUITY I LP By: Insight Equity GP I LP By: Insight Equity Holdings I LLC
		By:	/s/ Conner Searcy
			Conner Searcy Partner
Accepted and Approved this 2nd day of April, 2008.
YVM ACQUISITION CORPORATION
By:	/s/ Bradley E. Larson
Name:	Bradley E. Larson
Title:	President
INDIVIDUAL SIGNATORIES:
By:	/s/ Bradley E. Larson
Name:	Bradley E. Larson
	In His Individual Capacity
By:	/s/ Kenneth D. Nelson
Name:	Kenneth D. Nelson
	In His Individual Capacity

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