10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 0-25428

MEADOW VALLEY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	88-0328443
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
4411 South 40th Street, Suite D-11, Phoenix, AZ	85040
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 437-5400

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class:	Name of exchange on which registered:
Common stock, $.001 par value	Nasdaq SmallCap Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     X         No        

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes                No    X  

     On March 14, 2003, the aggregate market value of the registrant’s voting stock held by non-affiliates was $3,791,228.

     On March 14, 2003, there were 3,601,250 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     The registrant incorporates by reference into Part III of this Report, information contained in its definitive proxy statement to be disseminated in connection with its Annual Meeting of Shareholders for the year ended December 31, 2002.

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TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
	Item 14. Controls and Procedures
PART IV
	Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Index to Exhibits
EX-10.208
EX-10.209
EX-10.210
EX-10.211
EX-10.212
EX-10.213
EX-10.214
EX-10.215
EX-10.216
EX-10.217
EX-10.218
EX-10.219
EX-10.220
EX-10.221
EX-10.222
EX-10.223
EX-10.224
EX-10.225
EX-10.226
EX-10.227
EX-10.228
EX-10.229
EX-10.230
EX-99.12
EX-99.13
EX-99.14

MEADOW VALLEY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2002

TABLE OF CONTENTS

		PAGE
	PART I
Item 1.	Business	3
Item 2.	Properties	10
Item 3.	Legal Proceedings	11
Item 4.	Submission of Matters to a Vote of Security Holders	13
	PART II
Item 5.	Market for the Registrant’s Common Equity and Related Stockholders Matters	13
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23
	PART III
Item 10.	Directors and Executive Officers of the Registrant	23
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management	23
Item 13.	Certain Relationships and Related Transactions	23
Item 14.	Controls and Procedures	23
	PART IV
Item 15.	Exhibits, Financial Statement Schedule and Reports on Form 8-K	25

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PART I

Item 1. Business

Recent Developments

     Meadow Valley Corporation (“Company”) experienced improvements in several key areas over the past year. From year end 2001 to year end 2002, working capital increased from a deficit of $1,194,786 to a surplus of $805,159, the debt to equity ratio improved from 1.42:1 to 1.35:1, the current ratio improved from 0.97 to 1.03 and cash flow from operations increased from $.09 million to $2.9 million, respectively. These improvements have marginally decreased the challenge of managing the Company’s working capital, however, as has been previously reported, working capital will likely continue to remain at decreased levels until successful resolution of the construction contract claims filed against the New Mexico State Highway and Transportation Department and the Clark County Department of Public Works.

     The Company’s bonding capacity (that determines the size and number of projects the Company can bid on and obtain as a provider of construction services) has been constrained since 2001 when, in general, it was reduced to an aggregate program of $75 million and a single project limit of $10 million. The Company’s aggregate bonding capacity had peaked in 2000 at approximately $300 million with a single project limit of approximately $110 million. Operating losses in 2000 and 2001, mostly stemming from cost overruns on contracts for which claims are now being pursued, were the primary cause of decreased bonding capacity.

History

     The following is a summary of certain information contained in this Report and is qualified in its entirety by the detailed information and financial statements that appear elsewhere herein. Except for the historical information contained herein, the matters set forth in this Report include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties are detailed throughout this Report and will be further discussed from time to time in the Company’s periodic reports filed with the Commission. The forward-looking statements included in this Report speak only as of the date hereof.

     Meadow Valley Corporation was incorporated in Nevada on September 15, 1994. In October and November 1995, the Company sold 1,926,250 Units of its securities to the public at $6.00 per Unit (the “Public Offering”). Each Unit consisted of one share of $.001 par value common stock and one common stock purchase warrant exercisable to purchase one additional share of common stock at $7.20 per share until October 16, 2000. In September 2000, the exercise price of the warrants was reduced to $5.00 per share and the exercise period was extended until June 30, 2002. In June 2002, the Company announced the Board’s decision to extend the exercise period of the warrants to December 31, 2002. In December 2002, the Company announced its intent to de-list the warrants following their expiration on December 31, 2002. The warrants expired and were de-listed at the time of market closing on December 31, 2002.

     The Company currently has two wholly owned subsidiaries, Meadow Valley Contractors, Inc. (“MVCI”) and Ready Mix, Inc (“RMI”). MVCI was founded in 1980 as a heavy construction contractor and has been engaged in that activity since inception. Since the Company purchased all of the outstanding Common Stock of MVCI on October 1, 1994, references to the Company’s history includes the history of MVCI.

     Through MVCI, the Company primarily operates as a heavy construction contractor. MVCI specializes in public infrastructure projects including the construction of bridges and overpasses, channels, roadways, highways and airport runways. MVCI generally serves as the prime contractor for public sector customers (such as federal, state and local governmental authorities) in the states of Nevada, Arizona, and Utah. MVCI primarily seeks public sector customers because public sector projects are less cyclical than private sector projects, payment is more reliable, work required by the project is generally standardized and little marketing expense is incurred in obtaining projects.

     In 1996, the Company expanded into the materials segment of the construction industry with the formation of Ready Mix, Inc. RMI manufactures and distributes ready mix concrete, crushed landscaping rock and other miscellaneous rock and sand products. RMI owns and operates four ready mix concrete batch plants – two in the Las Vegas, NV area and two in the

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Phoenix, AZ area and 95 ready mix trucks as well as a small fleet of aggregate hauling tractors and trailers. RMI produces the majority of its own rock and sand for its Nevada plants from a crushing and screening plant in Moapa, NV. RMI primarily targets prospective customers such as concrete subcontractors, prime contractors, homebuilders, commercial and industrial property developers, pool builders and homeowners. RMI began its ready mix concrete operation from its first location in North Las Vegas in March 1997, began processing rock and sand from its Moapa pit in November 1999 and expanded into the Phoenix market with two plants in 2000.

     Consistent with the Company’s dual interests in construction services and construction materials, the Company owns and leases two portable hot mix asphalt plants, a rubberized asphalt plant, and related asphalt paving equipment. The portability of these asphalt paving capabilities provides the Company with an opportunity to expand its existing geographic market, enhance its construction operations in its existing market, improve its competitiveness and generate increased revenues on projects that call for large quantities of asphaltic concrete, recycled asphalt, or rubberized asphalt. These capabilities also afford the Company the opportunity to provide construction materials or to subcontract its services to other construction companies.

     The Company’s backlog (anticipated revenue from the uncompleted portions of awarded projects) was approximately $69 million at December 31, 2002, compared to approximately $76 million at December 31, 2001, and consists of various projects in Nevada, Arizona and Utah. Approximately $60 million of the Company’s backlog is scheduled for completion during 2003. The Company has acted as the prime contractor on projects funded by a number of governmental authorities, including the Federal Highway Administration, the Arizona Department of Transportation, the Nevada Department of Transportation, the Utah Department of Transportation, the Clark County (Nevada) Department of Public Works, the Salt Lake City (Utah) Airport Authority, the New Mexico State Highway and Transportation Department and the City of Phoenix.

     In 1996, the Company formed Prestressed Products Incorporated (“PPI”) as a wholly owned subsidiary to design, manufacture and erect precast prestressed concrete building components for use on commercial, institutional and public construction projects throughout the Southwest. Product lines included architectural and structural building components and prestressed bridge girders for highway construction. During 1997, PPI began operations with a precast yard and concrete batch plant located on leased property adjacent to the Company’s office in Moapa, Nevada. As a result of continuing operating losses, in June 1998, the Company adopted a formal plan (the “Plan”) to discontinue the operations of PPI. The Plan included the completion of approximately $2.8 million of uncompleted contracts and the disposition of approximately $1.2 million of equipment. The Company recorded an estimated loss of $1,950,000 (net of income tax benefit of $1,300,000), related to the disposal of assets of PPI, which included a provision of $1,350,000 for estimated losses during the phase-out period of July 1, 1998 through June 30, 1999.

Business Strategy

     Given the Company’s current bonding constraints, the Company’s strategy is to maintain recent historical revenue levels and improve profitability by pursuing the following business strategy:

     (i)  Continue to actively bid in the construction markets in Arizona, Nevada and Utah and improve construction project profitability. The Company will continue to actively bid on transportation infrastructure and other related heavy civil projects in its core geographic market of Arizona, Nevada and Utah. The Company will strive to improve margins on new contracts by, among other things, increasing, when possible, margins on new work bidding, maximizing labor and equipment productivity, negotiating more favorable material purchase contracts and employing the most competitive subcontractors.

     (ii)  Due to the need for additional working capital, the Company may seek to sell certain mineral lease assets and other assets. The increase in working capital will improve its liquidity and should provide additional bonding capacity, thereby allowing the Company to bid larger more profitable projects.

     (iii)  Diligently pursue the successful resolution of the Company’s construction claims. The Company has incurred substantial cost in completing certain projects in New Mexico and Clark County, Nevada and strongly believes that the costs are compensable due to changed conditions, owners’ plan errors and omissions, conflicting utility right of ways, delays not caused by the Company and misadministration by third party construction managers employed by the owners. The total amount of claims that have been submitted and remain unpaid is approximately $46.7 million. This amount includes costs

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that are attributable to subcontractors and to a prime contractor. The Company’s portion of the claims is approximately $30.1 million. The Company recorded approximately $8.3 million in claim revenue to offset a portion of costs incurred on the claims. In addition, the Company has also recorded approximately $.1 million for unpaid quantities, unpaid change orders and pending change orders in advance of receipt. On the average, the Company has recorded approximately 27.7% of the total claim amount into revenue. Management believes that successful resolution to the claims constitutes the most important strategic course of action to restoring financial health and increased surety credit. See “Insurance and Bonding”.

     iv) Maintain operating costs and SG&A costs at competitive levels. The Company strives to adjust its overhead costs based on its contract backlog by reducing personnel, consolidating functions at the area and corporate office levels and disposing of under-utilized equipment. Costs are continually monitored to identify trends that may require timely management action.

     v) Increase revenue and profit from construction materials segment. The Company will add to its ready mix truck fleet to increase delivery capacity to better service its customers and increase sales. The Company will also strive to negotiate strategic arrangements to provide delivery of product to increased geographic areas within existing markets.

Market Overview

     The construction market for 2003 is faced with uncertainty. Budget deficits at both State and Federal levels will undoubtedly put pressure on funding for transportation infrastructure construction. The overall sluggish economy is not expected to provide any fuel for increased construction. At best, 2003 will see single digit percentage declines in the various segments of the construction industry. Commercial construction (non-residential buildings) will probably be the slowest segment while single-family housing, made attractive by low mortgage rates, will see the smallest declines. From a national perspective, transportation infrastructure will likely see a decline in activity, but still less than ten percent. Most funding for State highway construction budgets originate from user fees, gas taxes or sales taxes and are generally earmarked for construction spending. In addition, for States to utilize Federal Highway funds, in most cases, they must match a certain percentage of the Federal contribution. These factors will likely minimize declines in State construction budgets.

     One of the more significant issues facing the transportation infrastructure segment of the construction industry is the reauthorization of Federal highway legislation. TEA-21, passed into law in 1998, provided approximately $164 billion in transportation funding during its six-year term. But TEA-21 is set to expire in 2003. Assuming no increase in the Federal gas tax, the projected revenue from gas tax receipts between fiscal 2004 and fiscal 2009 (the assumed duration of the next highway program legislation) would be approximately $194 billion. Some industry experts believe this to be the worst-case scenario for the next highway bill – an 18.5% increase over TEA-21. However, the last two iterations of highway legislation reauthorizations have failed to be completed prior to its predecessor’s expiration. The same thing is likely to happen this year, with reauthorization probably not being completed until sometime in 2004. This situation may cause piece-meal bid lettings and inhibit States from effectively managing capital improvement programs until they are able to see more clearly what the future holds. For contractors, this means bidding on what manages to come through the pipeline, but by not being able to formulate clear plans for future projects, be ready to size the organization accordingly.

     One of the Company’s strengths is its geography. With operations in Nevada, Arizona and Utah, the Company is in the heart of some of the fastest growing markets in the U.S. Nevada has shown the fastest population growth since the 2000 Census at 5.4%, followed by Arizona at 3.4%. Nevada has been the fastest growing state in the United States for the past 15 years. In addition, Nevada was ranked number one in the Country in job growth from September 2001 to September 2002. The U.S. population continues to move toward the sunbelt states. Population growth is a key indicator for the construction industry as it drives increases in housing and commercial and industrial construction, not to mention transportation facilities. Freeway construction programs, funded by sales tax measures, continue to create opportunities for the Company in Phoenix and Las Vegas.

     The Company’s construction materials operations are impacted to a greater degree by the conditions of the residential and commercial sectors of the construction economy – both sectors also driven by population and job growth. Residential construction activity in 2002 in the greater Phoenix, Arizona area was second only to 2001. If interest rate levels remain low, residential construction could continue to contribute to another successful year for RMI sales in both Phoenix and Las Vegas.

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Operations

     In addition to the construction of highways, bridges, overpasses and airport runways, the Company constructs other heavy civil projects. From its Phoenix, Arizona corporate office and area offices in Phoenix, Arizona, Las Vegas, Nevada, North Las Vegas, Nevada and Springville, Utah, the Company markets (primarily by responding to solicitations for competitive bids) and manages all of its projects. Project management is also located on-site to provide direct supervision for operations.

     In addition to profitability, the Company considers a number of factors when determining whether to bid on a project, including the location of the project, likely competitors and the Company’s current and projected workloads. The Company uses a computer-based project estimating system which reflects its bidding and construction experience and performs detailed quantity take-offs from bidding documents, which the Company believes helps identify a project’s risks and opportunities. The Company develops comprehensive estimates with each project divided into phases and line items for which separate labor, equipment, material, subcontractor and overhead cost estimates are compiled. Once a project begins, the estimate provides the Company with a budget against which ongoing project costs are measured. There can be no assurance that every project will attain its budgeted costs. A number of factors can affect a project’s profitability including weather, availability of a quality workforce and actual productivity rates. Each month the project manager updates the project’s projected performance at completion by using actual costs-to-date and re-forecasted costs-to-complete for the balance of the work remaining. Regular review of these estimated costs-at-completion reports allow project, area and corporate management to be as responsive as possible to cost overruns or other problems that may affect profitability.

     The Company owns or leases most of the equipment used in its business lines, including cranes, backhoes, graders, loaders, trucks, trailers, pavers, rollers, construction material processing plants, batch plants and related equipment. On occasion, equipment owned by the Company may be rented on a short-term basis to third parties. The net book value of the Company’s equipment at December 31, 2002 was approximately $14.6 million.

     The Company’s corporate management oversees operational and strategic issues and, through the corporate accounting staff, provides administrative support services to subsidiary managers, area managers and individual project management at the project site. The latter are responsible for planning, scheduling and budgeting operations, equipment maintenance and utilization and customer satisfaction. Subsidiary managers, area managers and project managers monitor project costs on a daily and weekly basis while corporate management monitors such costs monthly.

     Raw materials (primarily concrete, aggregate and steel) used in the Company’s operations are available from a number of sources. There are a sufficient number of materials suppliers within the Company’s market area to assure the Company of adequate competitive bids for supplying such raw materials. Generally, the Company will obtain several bids from competing concrete, asphalt or aggregate suppliers whose reserves of such materials will normally extend beyond the expected completion date of the project. Costs for raw materials vary depending upon project duration, construction season, and other factors; but, generally, prices quoted to the Company for raw materials are fixed for the project’s duration.

     The Company initiated its construction materials operations in the first quarter 1997 with the start-up of RMI. RMI currently operates four ready mix concrete batch plants — two in the Las Vegas, NV area and two in the Phoenix, AZ area and a total of 95 ready mix trucks. Most of RMI’s internal sand and gravel requirements in the Las Vegas market are manufactured from its rock quarry in Moapa, Nevada. Production capacity at the Moapa quarry was increased substantially during 1999 with further refinements added in 2000. A fulltime sales staff promotes sales of ready mix concrete, rock and sand products and landscape rock.

     Through mineral leases, the Company also controls pits or quarries in or near Nephi, UT, Ruidoso, NM, Alamogordo, NM, Albuquerque, NM, El Paso, TX and Yuma, AZ. Of these locations, only the Nephi, UT pit is actively mined. At the Nephi, UT location, MVCI manufactures and sells rock and sand products, and from time to time asphalt or concrete from portable plants, to its own projects or to third parties. Due to the need for additional working capital, the Company may seek to sell the mineral leases in New Mexico, or alternatively, to form a strategic alliance to operate the pits as commercial sources for aggregate sales to third parties.

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Projects and Customers

     The Company specializes in public sector construction projects and its principal customers are the state departments of transportation in Nevada, Arizona and Utah and bureaus and departments of municipal and county governments in those states. Since completing the final contracts in New Mexico, the Company has ceased operations in New Mexico. For the year ended December 31, 2002, revenue generated from 10 projects in Nevada, Arizona and Utah represented approximately 40% of the Company’s revenue. The discontinuance of any projects, a general economic downturn or a reduction in the number of projects let out for bid in any of the states in which the Company operates, could have an adverse effect on its future results of operations. For the years ended December 31, 2002, 2001 and 2000, the Company recognized a significant portion of its consolidated revenue from four customers (shown as an approximate percentage of consolidated revenue):

	For the Years Ended December 31,
	2002			2001			2000
Arizona Department of Transportation		21.4	%		21.9	%		17.5	%
Clark County General Services		14.8	%		12.5	%		16.3	%
Utah Department of Transportation		11.6	%		14.7	%		6.1	%
Nevada Department of Transportation		1.1	%		9.6	%		23.0	%

Backlog

     The Company’s backlog (anticipated revenue from the uncompleted portions of awarded projects) was approximately $69 million at December 31, 2002, compared to approximately $76 million at December 31, 2001. At December 31, 2002, the Company’s backlog included approximately $60 million of work that is scheduled for completion during 2003. Accordingly, revenue in the future will be significantly reduced if the Company is unable to obtain substantial new projects in 2003. The Company includes a construction project in its backlog at such time as a contract is awarded or a firm letter of commitment is obtained. The Company believes that its backlog figures are firm, subject to provisions contained in its contracts, which allow customers to modify or cancel the contracts at any time upon payment of a relatively small cancellation fee. The Company has not been materially adversely affected by contract cancellations or modifications in the past. Revenue is impacted in any one period by the backlog at the beginning of the period. The Company’s backlog depends upon the Company’s success in the competitive bid process. Bidding strategies and priorities may be influenced and changed from time to time by the level of the Company’s backlog and other internal and external factors. A portion of the Company’s anticipated revenue in any year is not reflected in its backlog at the start of the year because some projects are initiated and completed in the same year.

Competition

     The Company believes that the primary competitive factors as a prime contractor in the heavy construction industry are price, reputation for quality work, financial strength, knowledge of local market conditions and estimating abilities. The Company believes that it competes favorably with respect to each of the foregoing factors on projects that it is able to bid. Most of the Company’s projects involve public sector work for which contractors are first pre-qualified to bid and then are chosen by a competitive bidding process, primarily on the basis of price. The Company competes with a large number of small owner/operator contractors that tend to dominate smaller (under $4 million) projects. When bidding on larger infrastructure projects, the Company also competes with larger, well capitalized regional and national contractors (including Granite Construction Incorporated, Peter Kiewit Sons’, Inc., Sundt Corp., among others), many of whom have larger net worth, higher bonding capacity and more construction personnel than the Company. In the event of a decrease of work available in the private construction market, it is foreseeable that contractors may exit the private market and enter the public market segment resulting in increased competition.

     Currently the Company is limited to a single project bond approval of up to $15 million and an aggregate program bond capacity of approximately $75 million. The Company believes its bonding capacity is sufficient to sustain operations, but will limit growth. Larger competitors typically have unlimited bonding capacity and, therefore, are able to bid on more work than the Company. Except for bonding capacity and liquidity, the Company does not believe it is at a competitive disadvantage in relation to its larger competitors. With respect to its smaller competitors, the Company believes that its current bonding capacity and long relationships with subcontractors and suppliers may be competitive advantages.

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     Often, the Company faces the same competitors for sales of construction materials as it does for its contracting work. It is common for prime contractors in the heavy highway construction industry to develop some degree of vertical integration into construction materials. Companies such as Granite Construction, Kiewit, Oldcastle and LaFarge, among others, provide contracting services and produce construction materials. The quality of the product and the customer service are often just as important, if not more so, than price in successfully marketing construction materials. Vertical integration into construction materials may occasionally allow the Company to be more competitive in its bidding for construction contracts. However, the Company’s marketing strategy is to make third party sales a top priority. To accomplish this, the Company recognizes it must provide quality products and service to its construction materials customers.

The Contract Process

     The Company’s projects are obtained primarily through competitive bidding and negotiations in response to advertisements by federal, state and local government agencies and solicitations by private parties. The Company submits bids after a detailed review of the project specifications, an internal review of the Company’s capabilities and equipment availability and an assessment of whether the project is likely to attain targeted profit margins. The Company owns, leases, or is readily able to rent, most equipment necessary to complete the projects upon which it bids. After computing estimated costs of the project to be bid, the Company adds its desired profit margin before submitting its bid. The Company believes that success in the competitive bidding process involves (i) being selective on projects bid upon in order to conserve resources, (ii) identifying projects which require the Company’s specific expertise, (iii) becoming familiar with all aspects of the project to avoid costly bidding errors and (iv) analyzing the local market to determine the availability and cost of labor and the degree of competition. Since 1995, the Company has been awarded contracts for approximately 19.42% of the projects upon which it has bid. A substantial portion of the Company’s revenue is derived from projects that involve “fixed unit price” contracts under which the Company is committed to provide materials or services at fixed unit prices (such as dollars per cubic yard of earth or concrete, or linear feet of pipe). The unit price is determined by a number of factors including haul distance between the construction site and the warehouses or supply facilities of local material suppliers and to or from disposal sites, site characteristics and the type of equipment to be used. While the fixed unit price contract generally shifts the risk of estimating the quantity of units for a particular project to the customer, any increase in the Company’s unit cost over its unit bid price, whether due to inefficiency, faulty estimates, weather, inflation or other factors, must be borne by the Company.

     Most public sector contracts provide for termination of the contract at the election of the customer. In such event the Company is generally entitled to receive a small cancellation fee in addition to reimbursement for all costs it incurred on the project. Many of the Company’s contracts are subject to completion requirements with liquidated damages assessed against the Company if schedules are not met. These provisions in the past have not materially adversely affected the Company.

     The contractor is also obligated to perform work as directed to do so by the owner. If the contractor believes the directives to be outside the scope of the original bid documents, or if the physical conditions as found on the project are different than provided in the bid documents, or for any variety of reasons the contractor believes the directive to perform the work creates costs that could not reasonably be ascertained from the bid documents, the contract permits the contractor to make a claim for equitable adjustment to the contract price. Such equitable adjustment requests are often called contract claims. The process for resolving claims may vary from one contract to another, but in general there is a process to attempt resolution at the project supervisory level or with higher levels of management within the organizations of the contractor and the owner. Depending upon the terms of the contract, claim resolution may employ a variety of resolution methods including mediation, arbitration, binding arbitration, litigation or other methods. Regardless of the process, it is typical that when a potential claim arises on a project, the contractor fulfills the obligation to perform the work and must incur the costs in doing so. The contractor does not recoup the costs until the claim is resolved. It is not uncommon for the claim resolution process to take months, or, if it entails litigation, years to resolve.

     Contracts often involve work periods in excess of one year. Revenue on uncompleted fixed price contracts is recorded under the percentage of completion method of accounting. The Company begins to recognize revenue on its contracts when it first incurs direct costs. Pursuant to common construction industry practice, the customer may retain a portion of billings, generally not exceeding 10%, until the project is completed satisfactorily and all obligations of the contractor are paid.

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     The Company acts as prime contractor on most of its construction projects and subcontracts certain activities such as electrical, mechanical, guardrail and fencing, signing and signals, foundation drilling, steel erection and other specialty work to others. As prime contractor, the Company bills the customer for work performed and pays the subcontractors from funds received from the customer. Occasionally the Company provides its services as a subcontractor to another prime contractor. As a subcontractor, the Company will generally receive the same or similar profit margin as it would as a prime contractor, although revenue to the Company will be smaller because the Company only contracts a part of the project. As prime contractor, the Company is responsible for the performance of the entire contract, including work assigned to subcontractors. Accordingly, the Company is subject to liability associated with the failure of subcontractors to perform as required under the contract. The Company occasionally requires its subcontractors to furnish bonds guaranteeing their performance, although affirmative action regulations require the Company to use its best efforts to hire minority subcontractors for a portion of the project and some of these subcontractors may not be able to obtain surety bonds. On average, the Company has required performance bonds for less than 10% of the dollar amount of its subcontracted work, but will likely increase the percentage of bonded subcontractors in the future. The Company is generally aware of the skill levels and financial condition of its subcontractors through its direct inquiry of the subcontractors and contract partners of the subcontractors, as well as its review of financial information provided by the subcontractors and third party reporting services including credit reporting agencies and bonding companies.

     In connection with public sector contracts, the Company is required to provide various types of surety bonds guaranteeing its own performance. The Company’s ability to obtain surety bonds depends upon its net worth, working capital, past performance, management expertise and other factors. Surety companies consider such factors in light of the amount of the Company’s surety bonds then outstanding and the surety companies’ current underwriting standards, which may change from time to time. See “Insurance and Bonding”.

Insurance and Bonding

     The Company maintains general liability and excess liability insurance covering its owned and leased construction equipment and workers’ compensation insurance in amounts it believes are consistent with its risks of loss and in compliance with specific insurance coverage required by its customers as a part of the bidding process. The Company carries liability insurance of $6 million per occurrence, which management believes is adequate for its current operations and consistent with the requirements of projects currently under construction by the Company. The Company carries builders risk insurance on a limited number of projects and depends upon management’s assessment of individual project risk versus the cost of insurance.

     The Company is required to provide a surety bond on nearly all publicly funded projects. The Company’s ability to obtain bonding, and the amount of bonding required, is primarily determined by the Company’s management experience, net worth, liquid working capital (consisting of cash and accounts receivable in excess of accounts payable and accrued liabilities), the Company’s performance history, the number and size of projects under construction and other factors. Surety companies consider such factors in light of the amount of the Company’s surety bonds then outstanding and the surety companies’ current underwriting standards, which may change from time to time. The larger the project and/or the more projects, in which the Company is engaged, the greater the Company’s bonding, net worth and liquid working capital requirements. Bonding requirements vary depending upon the nature of the project to be performed. The Company generally pays a fee to bonding companies based upon the amount of the contract to be performed. Because these fees are generally payable at the beginning of a project, the Company must maintain sufficient working capital to satisfy the fee prior to receiving revenue from the project. Operating losses in 2000 and 2001, due primarily to losses on contracts with New Mexico and Clark County, Nevada, resulted in decreased liquidity and a change in the Company’s surety credit. Currently the Company has surety credit up to $15 million on a single project and an aggregate program bond capacity of approximately $75 million. The Company believes its bonding capacity is sufficient to sustain existing levels of workload but will limit growth. As the Company’s performance continues to improve, it is reasonable to assume that corresponding improvements in bonding capacity will follow.

9

Marketing

     The Company obtains its projects primarily through the process of competitive bidding. Accordingly, the Company’s marketing efforts are limited to subscribing to bid reporting services and monitoring trade journals and other industry sources for bid solicitations by various government authorities. In response to a bid request, the Company submits a proposal detailing its qualifications, the services to be provided and the cost of the services to the soliciting entity which then, based on its evaluation of the proposals submitted, awards the contract to the successful bidder. Generally, the contract for a project is awarded to the lowest bidder, although other factors may be taken into consideration such as the bidder’s track record for compliance with bid specifications and procedures and its construction experience.

     A more focused marketing effort and greater emphasis on customer care and service are important tools in promoting sales of construction materials. Membership and participation in selected industry associations help increase the Company’s exposure to potential clients and are two means by which the Company stays informed on industry developments and future prospects within the marketplace. Building and maintaining customer relations and reputation for quality work are essential elements to the marketing efforts of RMI.

Government Regulation

     The Company’s operations are subject to compliance with regulatory requirements of federal, state and municipal authorities, including regulations covering labor relations, safety standards, affirmative action and the protection of the environment including requirements in connection with water discharge, air emissions and hazardous and toxic substance discharge. Under the Federal Clean Air Act and Clean Water Act, the Company must apply water or chemicals to reduce dust on road construction projects and to contain water contaminants in run-off water at construction sites. The Company may also be required to hire subcontractors to dispose of hazardous wastes encountered on a project. The Company believes that it is in substantial compliance with all applicable laws and regulations. However, future amendments to current laws or regulations imposing more stringent requirements could have a material adverse effect on the Company.

Employees

     On December 31, 2002, the Company employed approximately 63 salaried employees (including its management personnel and executive officers) and approximately 190 hourly employees. The number of hourly employees varies depending upon the amount of construction in progress. For the year ended December 31, 2002, the number of hourly employees ranged from approximately 175 to approximately 225 and averaged approximately 200. At December 31, 2002, the Company was party to three project agreements in Arizona with the Arizona State District Council of Carpenters, AFL-CIO that covers approximately 4% of the Company’s hourly workforce. At December 31, 2002, the Company believed its relations with its employees are satisfactory.

Item 2. Properties

     The Company leased the following properties at December 31, 2002:

(1)	8,315 square feet of executive office space at 4411 South 40th Street, Suites D-8, D-10 and D-11, Phoenix, Arizona, 85040, pursuant to a lease that expires in December 2003, at a monthly rental rate of $8,280 through December 2001, $8,694 from January 2002 through December 2002 and $9,108 from January 2003 through December 2003.
(2)	2,000 square feet of office space for the Company’s ready mix operations, at 3430 E. Flamingo, Suite 100, Las Vegas, Nevada, 89118, pursuant to a lease that expires in April 2003, at a monthly rental rate of $3,425.
(3)	2,260 square feet of office space for the Company’s ready mix operations, at 2601 E. Thomas Road, Suite 235, Phoenix, Arizona, 89121, pursuant to a lease that expires August 2003, at a average monthly rental rate of $3,074.
(4)	4,000 square feet of office space at 2250 West Center St. Bldg. 1, Suite A, Springville, Utah, 84663, pursuant to a lease that expires April 2003, at a monthly rental rate of $3,400 per month with a 5% increase each year.
(5)	4,320 square feet of office space at 4635 Andrews Street, North Las Vegas, Nevada, 89031, pursuant to a lease that expires November 2006, at a monthly rental rate of $2,998 with a 3% increase each year.

10

     The Company owns approximately five acres of land at 109 W. Delhi, North Las Vegas, Nevada 89030, which is used for the manufacturing of ready mix concrete.

     The Company owns approximately 24.5 acres of land in Moapa, Nevada.

     The Company owns approximately 12 acres of land in Las Vegas, Nevada, which it has available for sale.

     The Company has determined that the above properties are sufficient to meet the Company’s current needs.

Item 3. Legal Proceedings

     The Company is a party to legal proceedings in the ordinary course of its business. With the exception of those matters detailed below, the Company believes that the nature of these proceedings (which generally relate to disputes between the Company and its subcontractors, material suppliers or customers regarding payment for work performed or materials supplied) are typical for a construction firm of its size and scope, and no other pending proceedings are material to its financial condition.

     The following proceedings represent matters that may become material and have already been or may soon be referred to legal counsel for further action:

Requests for Equitable Adjustment to Construction Contracts. The Company has made claims as described below on the following contracts:

(1)

Five contracts with the New Mexico State Highway and Transportation Department – The approximate total value of claims on these projects is $27,605,303 of which approximately $23,889,452 is on behalf of the Company and the balance of $3,715,851 is on behalf of the prime contractor or subcontractors. The primary issues are changed conditions, plan errors and omissions, contract modifications and associated delay costs. In addition, the projects were not completed within the adjusted contract time because of events giving rise to the claims. The prosecution of the claims will include the appropriate extensions of contract time to offset any potential liquidated damages.

(2)

Clark County, Nevada – The approximate total value of claims on this project is $19,135,397 of which approximately $12,885,265 is on behalf of subcontractors. The primary issues are changed conditions, constructive changes, plan errors and omissions, contract modifications and associated delay costs.

     The above claims combined total approximately $46,740,700. Of that sum, the Company’s portion of the claims total was approximately $30,139,584 and the balance of approximately $16,601,116 pertains to prime contractor or subcontractors’ claims. Total claim amounts reported by the Company are approximate and are subject to revision as final documentation progresses and as issues are resolved and/or payments made. Relative to the aforementioned claims, the Company has recorded approximately $8,348,985 in claim revenue to offset a portion of costs incurred to date on the claims. The claims receivable is comprised of a long-term portion of $7,961,107 and a current portion of $387,878. The current portion of claims receivable results from an NMSHTD-authorized December 2002 pay estimate containing, among other past due payments, settlements on only a portion of the claims on one project. In addition, the Company has also recorded approximately $126,860 for unpaid quantities, unpaid change orders, and pending change orders in advance of receipt. Although the Company believes these amounts represent a reasonably conservative posture, any claims proceeds and payments for previously unpaid quantities, unpaid change orders and pending change orders ultimately paid to the Company less than $8,475,845, net of professional fees, will reduce income. Conversely, a payment for those same items in excess of $8,475,845, net of professional fees, will increase income.

     The portion of accounts receivable pertaining to retention withheld on the contracts for which claims have been filed amounts to $2,013,897. The degree to which the Company is successful in recovering its costs from the claims may also impact the amount of retention paid by the owner. The Company believes that all retention amounts currently being held by the owners on the contracts with outstanding claims will be paid in full in accordance with the contract terms. Therefore, no allowance has been made to reduce the receivables due from the retention on the disputed contracts.

11

Lawsuits Filed Against Meadow Valley Contractors, Inc.

(1)	Innovative Construction Systems, Inc. (“ICS”), District Court, Clark County, NV – ICS was a subcontractor to MVCI on several projects. ICS failed to make payments of payroll, pension fund contributions and other taxes for which the Internal Revenue Service garnished any future payments due ICS on MVCI’s projects. As a result, ICS failed to supply labor to perform its work and defaulted on its subcontracts. MVCI terminated the ICS subcontracts and performed the work with MVCI’s personnel. ICS alleges it was wrongfully terminated and is asserting numerous claims for damages. ICS claims against MVCI total approximately $15,000,000. The Company does not believe ICS’ claims have merit and intends to vigorously defend against these claims and MVCI has filed counter-claims for approximately $3,000,000 seeking to recover the damages ICS has caused MVCI through its failure to perform.
(2)	Independent from, but related to the ICS issue, the Nevada State Labor Commissioner (“Commission”) filed a lawsuit against MVCI seeking payment of $452,921 from MVCI, as the prime contractor, for wages and fringes owed but not paid by ICS, MVCI’s subcontractor. In December 2002, the parties agreed to a settlement and the lawsuit was dismissed. MVCI has paid $209,888.88 and will add this amount to its counterclaims against ICS.
(3)	AnA Enterprises, LLC (“AnA”), District Court, Clark County, NV – AnA supplied equipment to MVCI on a project under terms of a variety of agreements. AnA is suing MVCI for non-payment. MVCI counter-sued for cost overruns deemed to be the responsibility of AnA. AnA’s suit against MVCI is for approximately $3,000,000. MVCI’s countersuit against AnA is for approximately $3,000,000. AnA also filed a complaint on two other projects completed in 1997 where, as a subcontractor to MVCI, they claim damages of approximately $715,000 for changed conditions. In June 2002, AnA’s lawsuit was dismissed and in November 2002 a judgment was awarded to MVCI against AnA and one of two of AnA’s managing partners. It is highly unlikely that MVCI will ever see any portion of the awarded damages due to AnA having ceased operations.
(4)	Progressive Contracting Inc. (“PCI”), District Court, Clark County, NV – PCI was a subcontractor to MVCI on a project where there is a dispute with the owner regarding delays to the project. PCI claims they were damaged by these delays in an amount in excess of $300,000. The Company believes that under the terms of the contract with PCI they are only entitled to compensation for the delays if MVCI is compensated by the owner. MVCI has submitted PCI’s claims to the owner and they are included in the total claim amount MVCI has submitted.
(5)	MVCI is defending a claimed preference, in the Third Judicial Court of Salt Lake County, in connection with a payment made to it by an insurance company, Southern America Insurance Company, in the approximate amount of $100,000. MVCI believes that the payment is not a preference, and is vigorously defending the action.
(6)	Johnson & Danley Construction Co., Inc. (“JDCC”), J.D. Materials, Inc. (“JDM”) and Joel T. Danley (“Danley”) (collectively “J&D”), Twelfth Judicial District, District of New Mexico – JDCC was the prime contractor and MVCI was a subcontractor to JDCC on two of the five contracts involved in MVCI’s disputes with the state of New Mexico. JDCC was also a subcontractor to MVCI on other contracts in New Mexico. JDM is the owner of an aggregate pit in Alamogordo, NM and leases the pit to MVCI under a mineral lease agreement. Danley is believed to be an officer and owner of JDCC and JDM. JDCC filed for Chapter 11 bankruptcy protection, which in accordance with the contract, resulted in the termination of its contracts with the New Mexico State Highway and Transportation Department (“NMSHTD”). The payment and performance bonds supplied by JDCC in connection with the two contracts for which JDCC was the prime contractor had been furnished by MVCI’s surety companies. MVCI indemnified the surety companies against losses and claims on the two contracts. Upon JDCC’s termination, the NMSHTD entered into a takeover agreement with the surety companies who subsequently entered into an agreement with MVCI to complete the work. MVCI has successfully completed the projects. In its complaint, J&D alleged, among other things, that MVCI was partially responsible for the cause of its bankruptcy and sought damages in an undetermined amount. On February 10, 2003 for mutual consideration, J&D and MVCI entered into a settlement agreement whereby the two parties dismiss their claims and counterclaims in their entirety. The parties have agreed to jointly prosecute their respective claims against the NMSHTD.

12

(7)

The Company and all of its Directors were served with a civil Complaint by Silver State Materials Corp. and Cyrus Spurlino (collectively “Plaintiffs”) in case no. CV-S-01-1436-KJD-LRL (USDC-NV). The Complaint primarily alleges that the Company’s October 1995 Registration Statement on Form S-1 was misleading in stating that the Company’s Directors were elected on a staggered basis because the Company’s Bylaws, providing for such staggered terms, were not so amended until April 1997, and that such amendment was not filed with the Securities and Exchange Commission. The Complaint seeks (i) injunctive relief compelling a Special Meeting of Shareholders to remove all of the Company’s Directors for cause, (ii) the election of a new Board of Directors, (iii) to compel the Company to enact amended and restated Bylaws, (iv) monetary damages in an undisclosed amount, (v) recovery of interest, fees and costs, and (vi) such other relief as the District Court may deem appropriate.

The Company and its Directors believe that the Complaint is without merit and intend to continue their vigorous defense. On December 19, 2001, based upon the Stipulation of the Company, its Directors and the Plaintiffs, the District Court ordered an open extension of time for the Defendants to respond to the Complaint, subject to a ten (10) day written notice from Plaintiffs. At that time, the Company and the Plaintiffs were engaged in settlement discussions that included the possible sale of the Company’s subsidiary, Ready Mix, Inc. (“RMI”). NRS 78.416(2), and related statutes, apparently prohibits the Company from selling 5 percent or more of the aggregate market value of its assets to an interested stockholder. Due to this probable restriction, the Company’s Board of Directors concluded and advised the Plaintiffs that the proposed transaction involving the sale of RMI would not be in the best interests of the Company or its Shareholders. The Plaintiffs have since threatened resumption of the litigation and their intent to file an Amended Complaint (as interested Shareholders) against the Company’s Board. As of this date, the extension of time to respond to the Complaint remains open and the Plaintiffs have not served written notice requiring the Defendants’ response. Plaintiffs have not filed an Amended Complaint. The Company’s subsidiary, RMI, has not been sold, nor are there any ongoing discussions with the Plaintiffs regarding the sale of RMI. Unless the Company elects to sell RMI or its assets and redeem Plaintiffs’ Shares, further legal proceedings against the Company may occur.

Item 4. Submission of Matters to a Vote of Security Holders

     There were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the year ended December 31, 2002.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

     The Company’s Common Stock was listed on the Nasdaq National Market from October 1995 to August 2001. In August 2001, the Company’s securities were transferred to the Nasdaq SmallCap Market and are traded under the symbol “MVCO”. The following table represents the high and low closing prices for the Company’s Common Stock on the Nasdaq SmallCap Market and the Nasdaq National Market.

	2002				2001
	High		Low		High		Low
First Quarter	$	1.95	$	1.66	$	3.36	$	2.31
Second Quarter		1.70		0.95		2.81		1.81
Third Quarter		1.25		0.75		2.54		1.95
Fourth Quarter		0.92		0.72		2.17		1.93

Holder of Record

     As of March 14, 2003, there were 446 record and beneficial owners of the Company’s Common Stock.

13

Securities Authorized for Issuance Under Equity Compensation Plan

     The following table provides information as of December 31, 2002 regarding compensation plans (including individual compensation arrangements) under which equity securities of Meadow Valley Corporation are authorized for issuance.

Equity Compensation Plan Information

					Number of Securities
					Remaining Available for
	Number of Securities				Future Issuance Under
	to be Issued upon		Weighted-Average		Equity Compensation Plans
	Exercise of		Exercise Price of		(Excluding Securities Reflected
	Outstanding Options		Outstanding Options		in Column (a))
Plan Category	(a)		(b)		(c)
Equity Compensation Plans Approved by Security Holders		744,025		4.46		455,975
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		744,025		4.46		455,975

     See Note 18 to the Consolidated Financial Statements for information regarding the material features of the above plan. The plan provides that the number of shares with respect to which options may be granted, and the number of shares of Common Stock subject to an outstanding option, shall be proportionately adjusted in the event of a subdivision or consolidation of shares or the payment of a dividend on Common Stock, and the purchase price per share of outstanding options shall be proportionately revised.

14

Item 6. Selected Financial Data

		Years Ended December 31,
		2002		2001			2000			1999		1998
Statement of Operations Data:
Revenue		$	151,047,268	$	174,063,148		$	163,573,258		$	210,002,272	$	187,036,077
Gross profit			7,531,597		4,658,361			4,638,155			9,931,446		9,444,231
Income (loss) from operations			932,657		(3,404,262	)		(2,139,685	)		3,260,411		3,084,983
Interest Expense			441,585		485,937			250,996			209,872		435,358
Income (loss) from continuing operations before income taxes			936,770		(3,192,562	)		(1,859,447	)		3,930,586		3,592,019
Net income (loss) from continuing operations			738,141		(2,523,931	)		(1,574,586	)		2,340,106		2,169,579
Discontinued Operations:
	Loss from discontinued operations (1)		—		—			—			—		(635,246	)
	Estimated loss on disposal of net assets of discontinued operations (2)		—		—			—			—		(1,950,000	)
Net income (loss)			738,141		(2,523,931	)		(1,574,586	)		2,340,106		(415,667	)
Basic net income (loss) per common share:
	Income (loss) from continuing operations	$	0.21	$	(0.71	)	$	(0.44	)	$	0.67	$	0.60
	Loss from discontinued operations		—		—			—			—		(0.18	)
	Estimated loss on disposal of net assets of discontinued operations		—		—			—			—		(0.54	)
Basic net income (loss) per common share		$	0.21	$	(0.71	)	$	(0.44	)	$	0.67	$	(0.12	)
Diluted net income (loss) per common share:
	Income (loss) from continuing operations	$	0.21	$	(0.71	)	$	(0.44	)	$	0.66	$	0.60
	Loss from discontinued operations		—		—			—			—		(0.17	)
	Estimated loss on disposal of net assets of discontinued operations		—		—			—			—		(0.54	)
Diluted net income (loss) per common share		$	0.21	$	(0.71	)	$	(0.44	)	$	0.66	$	(0.11	)
Basic weighted average common shares outstanding			3,559,938		3,559,938			3,549,458			3,518,510		3,601,250
Diluted weighted average common shares outstanding			3,559,938		3,559,938			3,549,458			3,529,705		3,644,651
Financial Position Data:
Working capital		$	805,159	$	(1,194,786	)	$	4,946,174		$	5,780,599	$	5,760,414
Total assets			55,538,096		60,191,119			55,386,030			58,554,822		49,297,063
Long-term debt			11,132,310		12,448,674			11,278,148			7,121,634		5,977,643
Stockholders’ equity			11,452,447		10,714,306			13,238,237			14,812,823		12,472,717

(1)	Includes the net income tax benefit of $423,497 for the year ended December 31, 1998 for the discontinued operations of Prestressed Products Incorporated.
(2)	Estimated loss on disposal of net assets of Prestressed Products Incorporated (net of income tax benefit of $1,300,000), including $1,350,000 for operating losses during the phase-out period.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

     The following is a summary of certain information contained in this Report and is qualified in its entirety by the detailed information and financial statements that appear elsewhere herein. Except for the historical information contained herein, the matters set forth in this Report include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties are detailed throughout the Report and will be further discussed from time to time in the Company’s periodic reports filed with the Commission. The forward-looking statements included in the Report speak only as of the date hereof.

     The financial performance of fiscal year 2002 was a considerable improvement over the prior two years. The improvement is attributable to two primary factors. First, Ready Mix Inc. had their best year ever and the expansion plans that contributed to losses in 2000 and 2001 produced increased revenue and increased profit on much-improved margins. RMI revenue has grown 148% since year-end 1999. Second, highway contracts on which claims have been filed were completed prior to 2002 and did not have any additional material losses in 2002.

     During the year, considerable progress was achieved in progressing the claims through the mandatory claim review process. For the five projects in dispute with the New Mexico State Highway and Transportation Department (“NMSHTD”), all but one have now been heard by the State Claims Review Board (“Review Board”), the third and final step in the administrative review process required before a contractor would resort to litigation. The fifth New Mexico project will go before the Review Board in April 2003. At any point in the review process, or even after litigation may be initiated, it is possible that the Company and the NMSHTD may seek to open settlement discussions. The Clark County, Nevada claim is scheduled to be heard by a three-member arbitration panel in the fall of 2003 and it is conceivable that the binding arbitration will be completed before year-end.

     Non-payment of claim costs has been the primary cause for the Company’s decreased working capital and weakened financial condition, which in turn, has decreased the Company’s bonding capacity. Due to the Company’s bonding capacity constraint the Company’s backlog at December 31, 2002 of $68.7 million declined from the preceding year’s $76.0 million. The decreased bonding capacity continues to limit the Company’s ability to bid on contracts for which the Company would historically compete. These circumstances create a very real challenge to maintain, let alone increase, backlog. Company management continually looks at all reasonable and available options to improve cash balances and working capital, including the sale or disposition of assets, cost cutting and containment, personnel reductions, financing alternatives or attracting capital. To the degree that the Company succeeds in that effort, bonding capacity may improve.

Results of Operations

     The following table sets forth statement of operations data expressed as a percentage of revenues for the periods indicated:

	Years Ended December 31,
	2002			2001			2000
Revenue		100.00	%		100.00	%		100.00	%
Cost of revenue		95.01			97.32			97.16
Gross profit		4.99			2.68			2.84
General and administrative expenses		4.37			4.63			4.14
Income (loss) from operations		0.62			(1.96	)		(1.30	)
Interest income		0.10			0.18			0.40
Interest expense		(.29	)		(.28	)		(.15	)
Other income (expense)		0.19			0.22			(.07	)
Net income (loss)		0.49			(1.45	)		(.96	)

16

Year Ended December 31, 2002 compared to Year Ended December 31, 2001

     Revenue and Backlog. Revenue decreased 13.2% to $151.0 million for the year ended December 31, 2002 (2002) from $174.1 million for the year ended December 31, 2001 (2001). The decrease was the result of a $28.9 million decrease in construction service revenue offset by a $5.8 million increase in revenue generated from construction materials production and manufacturing sold to non-affiliates. Backlog decreased to $68.7 million at December 31, 2002 compared to $76.0 million at December 31, 2001. Revenue is impacted in any one period by the backlog at the beginning of the period. Because so much of the Company’s business stems from competitively bid public works, backlog will fluctuate depending upon the amount and type of contracts that the Company bids on and wins. Bid bonds provided by the Company’s surety company are required on most of the contracts that the Company bids, therefore, any restrictions or limitations in the extension of surety credit can impact the amount and type of contracts available to be bid by the Company. Recent limitations to the Company’s surety credit have contributed to the Company’s declining backlog. Surety credit limits may be improved as the Company’s financial performance improves, but there can be no assurance that surety credit will improve as there also exist insurance industry and individual insurance company dynamics that are unrelated to the Company’s performance.

     Gross Profit. Consolidated gross profit increased to $7.5 million for 2002 from $4.7 million for 2001 and consolidated gross margin, as a percent of revenue, increased to 4.99% in 2002 from 2.68% in 2001. Gross profit from construction services increased to $3.6 million in 2002 from $3.1 million in 2001 and the gross profit margin increased to 3.19% from 2.15% in the respective periods. The increase in the construction services gross profit margin was the result of reductions in costs related to claims and costs overruns on certain projects and by increased profit recognition related to several projects nearing completion at December 31, 2002. Gross profit margins are affected by a variety of factors including construction delays and difficulties due to weather conditions, availability of materials, the timing of work performed by other subcontractors and the physical and geological condition of the construction site. Gross profit from construction materials increased to $3.9 million in 2002 from $1.6 million in 2001 and the gross profit margin increased to 10.6% from 5.13% in the respective periods. The improved performance for the construction materials segment during 2002 is the result of a 19.0% increase in revenue from 2001 that resulted from the expansion of the construction materials operations.

     General and Administrative Expenses. General and administrative expenses decreased to $6.60 million for 2002 from $8.06 million for 2001. The decrease resulted primarily from the Company recording an impairment loss of goodwill in the amount of $1.4 million during 2001 and no impairment loss of goodwill during 2002, a $.6 million decrease in administrative salaries, wages and related payroll taxes, and a $.1 million decrease in administrative vehicle expense, offset by a $.3 million increase in various employee incentive plans, a $.5 million increase in legal fees.

     Interest Income and Expense. Interest income for 2002 decreased to $.2 million from $.3 million for 2001 resulting primarily from a decrease in invested cash reserves. Interest expense decreased for 2002 to $.4 million from $.5 million for 2001, due primarily to the lower variable interest rate on the LOC in 2002 compared to the variable interest rate in 2001.

     Net Income (loss). Net income was $.7 million for 2002 as compared to a net loss of $2.5 million for 2001. The increase from a net loss to a net income was the result primarily of the Company’s ability to increase gross profits and to decrease in general and administrative expenses, offset by a net reduction in other income (expense).

Year Ended December 31, 2001 compared to Year Ended December 31, 2000

     Revenue and Backlog. Revenue increased 6.4% to $174.1 million for the year ended December 31, 2001 (2001) from $163.6 million for the year ended December 31, 2000 (2000). The increase was the result of a $12.0 million increase in revenue generated from construction materials production and manufacturing sold to non-affiliates offset by a $1.5 million decrease in construction services revenue. Backlog increased to $76.0 million at December 31, 2001 compared to $75.0 million at December 31, 2000. Revenue is impacted in any one period by the backlog at the beginning of the period.

     Gross Profit. As a percentage of revenue, consolidated gross profit margin decreased from 2.84% for 2000 to 2.68% for 2001. The decrease in the construction services gross profit margin was the result of costs related to claims and costs overruns on certain projects offset, in part, by increased profit recognition related to several projects nearing completion at December 31, 2001. Gross profit margins are affected by a variety of factors including construction delays and difficulties due to weather conditions, availability of materials, the timing of work performed by other subcontractors and the physical

17

and geological condition of the construction site. The decrease in the construction services gross profit margin was offset by an increase in the construction materials gross profit margin.

     General and Administrative Expenses. General and administrative expenses increased to $8.06 million for 2001 from $6.78 million for 2000. The increase resulted primarily from the Company recording an impairment loss of goodwill in the amount of $1.4 million, a $.1 million increase in various employee incentive plans, offset by a $.3 million decrease in bad debt expense.

     Interest Income and Expense. Interest income for 2001 decreased to $.3 million from $.6 million for 2000 resulting primarily from a decrease in invested cash reserves. Interest expense increased for 2001 to $.5 million from $.3 million for 2000, due primarily to the Company borrowing on the line of credit.

     Net Income (loss). Net loss was $(2.5) million for 2001 as compared to $(1.6) million for 2000. The increase in net loss resulted primarily from the Company recording a goodwill impairment loss of $(1.4) million, offset by a $.4 million increase in other income (expense).

Liquidity and Capital Resources

     The Company’s primary need for capital has been to finance growth in its core business as a heavy construction contractor and its expansion into the other construction and construction related businesses previously discussed. Historically, the Company’s primary source of cash has been from operations.

     The following table sets forth, for the periods presented, certain items from the Statements of Cash Flows of the Company.

	For the Years Ended December 31,
	2002			2001			2000
Cash Provided By (Used in) Operating Activities	$	2,953,781		$	94,449		$	(3,031,916	)
Cash Provided By (Used in) Investing Activities		1,619,844			1,124,921			(1,662,667	)
Cash Provided By (Used in) Financing activities		(3,512,596	)		(813,462	)		339,692

     Cash provided by operating activities during 2002 amounted to $2.95 million, primarily the result of a decrease in accounts receivable of $.4 million, decrease in costs in excess of billings of $3.8 million, a decrease in inventory, net of $1.4 million, decrease in net deferred taxes of $.5 million, an increase in accrued liabilities of $1.9 million, depreciation and amortization of $2.8 million, and a net income of $.7 million, offset by, an increase in claims receivable of $2.4 million, a decrease in billings in excess of costs of $.9 million, decrease in accounts payable of $7.1 million and a decrease in allowance for doubtful accounts of $.3 million.

     Cash provided by operating activities during 2001 amounted to $.09 million, primarily the result of an increase in accounts payable of $9.4 million, a decrease in costs in excess of billings of $4.5 million, a decrease in income tax receivable of $.8 million and the impairment of goodwill of $1.4 million and depreciation and amortization of $2.8 million, offset by, an increase in accounts receivable of $7.2 million, a decrease in billings in excess of costs of $1.4 million, an increase in claims receivable of $6.0 million, an increase in inventory of $1.2 million, an increase in net deferred taxes of $.6 million and a net loss of $2.5 million.

     Cash used in operating activities during 2000 amounted to $3.0 million, primarily the result of a decrease in billings in excess of costs of $2.4 million, a decrease in accounts payable of $3.2 million, an increase in inventory of $1.1 million, a decrease in accrued liabilities of $1.1 million, an increase in costs in excess of billings of $1.0 million, an increase in income tax receivable of $.8 million, a net loss of $1.6 million, offset in part by a decrease in accounts receivable of $4.7 million, a decrease in prepaid expenses and other of $.6 million and depreciation and amortization of $2.7 million.

     Cash provided by investing activities during 2002 amounted to $1.6 million related primarily to the proceeds from the sale of property and equipment in the amount of $1.6 million, a decrease in restricted cash of $.7 million and the proceeds from the sale of mineral rights and pit development of $.5 million, offset by the purchase of property and equipment of $.5 million and the purchase of land held for sale of $.7 million.

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     Cash provided by investing activities during 2001 amounted to $1.1 million related primarily to the proceeds from the sale of property and equipment in the amount of $2.4 million, offset by the increase in restricted cash of $.6 million, the purchase of property and equipment of $.5 million and the increase in pit development of $.1 million.

     Cash used by investing activities during 2000 amounted to $1.7 million related primarily to the purchase of property and equipment of $1.6 million, an increase in pit development of $.7 million, offset by proceeds from the sale of property and equipment in the amount of $.3 million and a decrease in restricted cash of $.3 million.

     Cash used in financing activities during 2002 amounted to $3.5 million related primarily to repayment of notes payable and capital lease obligations in the amount of $4.1 million, offset by the proceeds received from a note payable in the amount of $.6 million.

     Cash used in financing activities during 2001 amounted to $.8 million related primarily to repayment of notes payable and capital lease obligations in the amount of $5.0 million, offset by the proceeds received from a note payable of $4.2 million.

     Cash provided by financing activities during 2000 amounted to $.3 million related primarily to the proceeds received from a note payable of $6.0 million, offset by the repayment of notes payable and lease obligations in the amount of $5.7 million.

Impact of Inflation

     The Company believes that inflation has not had a material impact on its operations. However, substantial increases in labor costs, worker compensation rates and employee benefits, equipment costs, material or subcontractor costs could adversely affect the operations of the Company for future periods.

Critical Accounting Policies

     Our significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 8 of this Form 10-K. We believe our most critical accounting policies are the revenue recognition and cost estimation on certain contracts for which we use a percentage of completion accounting method, our allowance for doubtful accounts and the allowance for obsolete inventory. The revenue recognition and cost estimation accounting method is applied by our Construction Services Operations to heavy construction projects executed under multi-year contracts with various customers. Approximately 76%, 82% and 88% of total net revenue was recognized under the percentage of completion method of accounting during 2002, 2001 and 2000, respectively.

     Revenues and costs from fixed-price and modified fixed-price construction contracts are recognized for each contract on the percentage-of-completion method, measured by the percentage of costs incurred to date to the estimated total of direct costs. Direct costs include, among other things, direct labor, field labor, equipment rent, subcontracting, direct materials, and direct overhead. General and administrative expenses are accounted for as period costs and are, therefore, not included in the calculation of the estimates to complete construction contracts in progress. Project losses are provided in the period in which such losses are determined, without reference to the percentage-of-completion. As contracts can extend over one or more accounting periods, revisions in costs and earnings estimated during the course of the work are reflected during the accounting period in which the facts that required such revisions become known.

     The asset “costs and estimated earnings in excess of billings on uncompleted contracts” represents revenue recognized in excess of amounts billed. The liability “billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized.

     The complexity of the estimation process and all issues related to the assumptions, risks and uncertainties inherent with the application of the percentage of completion method of accounting affects the amounts reported in our financial statements. A number of internal and external factors affect our percentage of completion estimates, including labor rate and efficiency variances, estimated future material prices and customer specification changes. If our business conditions were different, or if we used different assumptions in the application of this accounting policy, it is likely that materially different amounts would be reported in our financial statements.

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     We are also required to estimate the collectibility of our account receivables. A considerable amount of judgment is required in assessing the realization of these receivables, including the current creditworthiness of each customer and the related aging of the past due balances. Our provision for bad debts during the years ended December 31, 2002 and 2001 amounted to $287,333 and $562,412, respectively. We determine our reserve by using percentages applied to certain aged receivable categories and percentages of certain types of revenue generated.

     In addition, we are required to state our inventories at the lower of cost or market. In assessing the ultimate realization of inventories, we are required to make judgments as to the future demand requirements and compare these with the current inventory levels. Our reserve requirements generally increase as our projected demand requirements decrease due to market conditions and longer than expected usage periods. At December 31, 2002 and 2001, inventories of $2,103,100 and $3,365,750 respectively, are net of reserves of $1,000,000 and $0 respectively. It is possible that significant changes in required inventory reserves may continue to occur in the future if there is a further decline in market conditions.

Summary of Contractual Obligations and Commercial Commitments

     Contractual obligations at December 31, 2002, and the effects such obligations are expected to have on liquidity and cash flow in future periods, are summarized as follows:

	Payments Due by Period
			Less than		1 - 3		4 - 5		After
	Total		1 Year		Years		Years		5 Years
Contractual Obligations
Long-term debt	$	5,680,807	$	3,424,209	$	2,151,748	$	104,850	$	—
Capital Lease Obligations		3,174,732		1,110,505		1,649,510		414,717		—
Operating Leases		17,379,720		4,937,836		7,290,344		2,638,517		2,513,023
Total Contractual Obligations	$	26,235,259	$	9,472,550	$	11,091,602	$	3,158,084	$	2,513,023

	Amount of Commitment Expiration Per Period
	Total Amounts		Less than		1 - 3		4 - 5		Over
	Committed		1 Year		Years		Years		5 Years
Other Commercial Commitments
Line of Credit	$	7,000,000	$	—	$	3,334,202	$	3,665,798	$	—

Recent Accounting Pronouncements

     In June 2001, Financial Accounting Standards Board (FASB) issued Statement No. 143 (SFAS No. 143), “Accounting for Asset Retirement Obligations,” effective for fiscal years beginning after June 15, 2002. The Statement requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The adoption of SFAS No. 143 is not expected to have a material effect on the Company’s financial position or results of operations.

     In June 2002, FASB issued Statement No. 146 (SFAS No. 146), “Accounting for Costs Associated with Exit or Disposal Activities,” effective for activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies

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Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The adoption of SFAS No. 146 is not expected to have a material effect on the Company’s financial position or results of operations.

     In October 2002, FASB issued Statement No. 147 (SFAS No. 147), “Acquisitions of Certain Financial Institutions, An Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9,” effective for acquisitions on or after October 1, 2002. SFAS No. 72, and FASB Interpretation No. 9, provided interpretive guidance on the application of the purchase method to acquisitions of financial institutions. Except for transactions between two or more mutual enterprises, this Statement removes acquisitions of financial institutions from the scope of both SFAS No. 72 and FASB Interpretation 9 and requires that those transactions be accounted for in accordance with SFAS No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.” Thus, the requirement in paragraph 5 of SFAS No. 72 to recognize (and subsequently amortize) any excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset no longer applies to acquisitions within the scope of SFAS No. 147. In addition, SFAS No. 147 amends SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor-and borrower-relationship intangible assets and credit cardholder intangible assets. Consequently, those intangible assets are subject to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions that Statement 144 requires for other long-lived assets that are held and used. The adoption of SFAS No. 147 is not expected to have a material effect on the Company’s financial position or results of operations.

     In November 2002, the FASB issued FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 expands on the accounting guidance of SFAS No. 5, 57 and 107 and incorporates without change the provisions of FASB Interpretation No. 34, which is being superceded. FIN 45 elaborates on existing disclosure requirements for most guarantees, including standby letters of credit. It also clarifies that guarantees must be recognized as an initial liability for fair value, or market value, of the obligations assumed under the guarantee and that this information must be disclosed in interim and annual financial statements. FIN 45 applies on a prospective basis to guarantees issued or modified after December 31, 2002. The Company does not anticipate the adoption of FIN 45 to have a material effect on its consolidated financial position or results of operations.

     In December 2002, FASB issued Statement No. 148 (SFAS No. 148), “Accounting for Stock-Based Compensation — Transition and Disclosure — An Amendment of FASB Statement No. 123.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company is required to follow the prescribed format and provide the additional disclosures required by SFAS No. 148 in its annual financial statements for the year ended December 31, 2002 and must also provide the disclosures in its quarterly reports containing condensed financial statements for interim periods beginning with the quarterly period ended March 31, 2003. The adoption of SFAS No. 148 is not expected to have a material effect on the Company’s financial position or results of operations

     In January 2003, FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46) which requires the consolidation of variable interest entities, as defined. FIN 46 is applicable to financial statements to be issued by the Company after 2002; however, disclosures are required currently if the Company expects to consolidate any variable interest entities. The Company does not currently believe that any material entities will be consolidated with the Company as a result of FIN 46.

Known and Anticipated Future Trends and Contingencies

     With continued improvement in profitability and working capital, it is anticipated that the Company’s bonding limits will increase proportionately, thereby allowing the Company to bid on and perform more and larger projects. Conversely, if the Company fails to maintain or further enhance the improving trends started in 2002, bonding capacity could decline. Any decline in bonding below existing levels would require significant reorganization of personnel and resources.

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     The Company believes that government, at all levels, will continue to be the primary source of funding for infrastructure work. The national transportation legislation, TEA-21, established a total budget authority of $215 billion over the six-year period 1998-2003. TEA-21 ensured that tax revenue deposited into the Highway Trust Fund would be spent on transportation improvements by guaranteeing $164 billion for highways and $35 billion for transit and by further stipulating that appropriators can spend trust fund dollars only on transportation. Annual spending authorizations under TEA-21 have been consistent with anticipated levels, however, a component of the TEA-21 legislation called Revenue Aligned Budget Authority (“RABA”), may increase or decrease funding proportionate to tax proceeds increases or decreases. Just months ago, declines in tax revenues, due to the recent recession, created a downward adjustment in funding from the RABA component of TEA-21 and it looked as though the Bush administration was going to cut highway funding by approximately $5 billion from 2002 to 2003. Debate over highway funding for TEA-21’s final year of 2003 appears to be reaching a close and it appears that the 2003 funding level will rest somewhere between the $31.8 billion approved by the U.S. Senate or the $27.7 billion supported by the House. Interim resolutions (until final spending authorization is passed) have allowed funding to continue at the 2002 annual rate of $31.8 billion. Over the next few months until funding authority is finalized, State Departments of Transportation may not let as many contracts until they are fully aware of the funding available to them.

     The competitive bidding process will continue to be the dominant method for determining contract award. However, other innovative bidding methods will be tried and may gain favor, namely “A Plus B” contracts, where the bidders’ proposals are selected on both price and scheduling criteria. Design-build projects are becoming more common and are likely to increase in frequency. Design-build projects also tend to be of more worth to the owner when the contract size is substantial, usually $50 million or more.

     In light of the rising needs for infrastructure work throughout the nation and the tendency of the current needs to out-pace the supply of funds, it is anticipated that alternative funding sources will continue to be sought. Funding for infrastructure development in the United States is coming from a growing variety of innovative sources. An increase of funding measures is being undertaken by various levels of government to help solve traffic congestion and related air quality problems. Sales taxes, fuel taxes, user fees in a variety of forms, vehicle license taxes, private toll roads and quasi-public toll roads are examples of how transportation funding is evolving. Transportation norms are being challenged by federally mandated air quality standards. Improving traffic movement, eliminating congestion, increasing public transit, adding or designating high occupancy vehicle (HOV) lanes to encourage car pooling and other solutions are being considered in order to help meet EPA-imposed air quality standards. There is also a trend toward local and state legislation regulating growth and urban sprawl. The passage of such legislation and the degree of growth limits imposed by it could dramatically affect the nature of the Company’s markets.

Seasonality

     The construction industry is seasonal, generally due to inclement weather occurring in the winter months. Accordingly, the Company may experience a seasonal pattern in its operating results with lower revenue in the first and fourth quarters of each calendar year than other quarters. Quarterly results may also be affected by the timing of bid solicitations by governmental authorities, the stage of completion of major projects and revenue recognition policies. Results for any one quarter, therefore, may not be indicative of results for other quarters or for the year.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     Market risk generally represents the risk that losses may occur in the values of financial instruments as a result of movements in interest rates, foreign currency exchange rates and commodity prices. The Company does not have foreign currency exchange rate and commodity price market risk.

     Interest Rate Risk – From time to time the Company temporarily invests its excess cash and restricted cash in interest-bearing securities issued by high-quality issuers. The Company’s management monitors risk exposure to monies invested in securities in its financial institutions. Due to the short time the investments are outstanding and their general liquidity, these instruments are classified as cash equivalents in the consolidated balance sheet and do not represent a material interest rate risk to the Company. The Company’s primary market risk exposure for changes in interest rates relates to the Company’s long-term debt obligations. The Company manages its exposure to changing interest rates principally through the use of a combination of fixed and floating rate debt.

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     The Company evaluated the potential effect that near term changes in interest rates would have had on the fair value of its interest rate risk sensitive financial instruments at December 31, 2002. Assuming a 100 basis point increase in the prime interest rate at December 31, 2002 the potential increase in the fair value of the Company’s debt obligations would have been approximately $76,000 at December 31, 2002. See notes 9 and 10 in the accompanying consolidated financial statement.

Item 8. Financial Statements and Supplementary Data

     The Company’s Consolidated Financial Statements are indexed on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     Not Applicable

PART III

Item 10. Directors and Executive Officers of the Registrant

     Information on directors and executive officers of the Company will be included under the caption “Directors and Executive Officers” of the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders for the year ended December 31, 2002, which is hereby incorporated by reference.

     Section 16(a) Beneficial Ownership Reporting Compliance

     Earle May, one of the Company’s directors, failed to timely file Forms 4 with the U.S. Securities and Exchange Commission covering four transactions made by him in the Company’s common stock purchase warrants occurring over a five-day period in December 2002. All of these transactions were reported by Mr. May in December 2002.

Item 11. Executive Compensation

     Information on executive compensation will be included under the caption “Compensation of Executive Officers” of the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders for the year ended December 31, 2002, which is hereby incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     Information on beneficial ownership of the Company’s voting securities by each director and all officers and directors as a group, and by any person known to beneficially own more than 5% of any class of voting security of the Company will be included under the caption “Beneficial Ownership of the Company’s Securities” of the Company’s definitive Proxy Statement relating to the Annual Meeting of the Shareholders for the year ended December 31, 2002, which is hereby incorporated by reference.

Item 13. Certain Relationships and Related Transactions

     Information on certain relationships and related transactions including information with respect to management indebtedness will be included under the caption “Certain Relationships and Related Transactions” and “Information Regarding Indebtedness of Management to the Company” of the Company’s definitive Proxy Statement relating to the Annual Meeting of Shareholders for the year ended December 31, 2002, which is hereby incorporated by reference.

Item 14. Controls and Procedures

     The Company’s Chief Executive Officer and its Principal Accounting Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date of this annual report on Form 10-K (the “Evaluation Date”)), have

23

concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the period in which this annual report on Form 10-K was being prepared.

     There were no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions. As a result, no corrective actions were taken.

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PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1)	Financial Statements
	See Item 8 of Part II hereof.
(a)(2)	Financial Statement Schedules
	The schedules specified under Regulation S-X are either not applicable or immaterial to the Company’s consolidated financial statements for the years ended December 31, 2002, 2001 and 2000.
(b)	Reports on Form 8-K
	The Company filed a Form 8-K during the fourth quarter ended December 31, 2002.
(c)	Exhibits

Exhibit
No.		Title
	1.01	Form of Underwriting Agreement with Spelman & Co., Inc (1)
	1.02	Form of Selected Dealer Agreement (1)
	1.03	Form of Representatives' Warrant (1)
	1.04	Consulting Agreement with the Representative (1)
	1.05	Form of Amended Underwriting Agreement (Spelman & Co., Inc.) (1)
	1.06	Form of Amended Representatives' Warrant (Spelman & Co., Inc.) (1)
	1.07	Form of Underwriting Agreement (H D Brous & Co., Inc.) (1)
	1.08	Form of Selected Dealer Agreement (H D Brous & Co., Inc.) (1)
	1.09	Form of Representatives' Unit Warrant ( H D Brous & Co., Inc.) (1)
	1.10	Warrant Agreement (1)
	1.11	Agreement Among Underwriters (1)
	1.12	Form of Underwriting Agreement (H D Brous & Co., Inc. and Neidiger/Tucker/Bruner, Inc.) (1)
	1.13	Form of Agreement Among Underwriters (H D Brous & Co., Inc. and Neidiger/Tucker/
		Bruner, Inc.) (1)
	1.14	Form of Selected Dealer Agreement (H D Brous & Co., Inc. and Neidiger/Tucker/Bruner, Inc.) (1)
	1.15	Form of Representatives' Warrant Agreement, including Form of Representatives' Warrant
		(H D Brous & Co., Inc. and Neidiger/Tucker/Bruner, Inc.) (1)
	3.01	Articles of Incorporation and Amendments thereto of the Registrant (1)
	3.02	Bylaws of the Registrant (1)
	3.03	Bylaws of the Registrant Effective October 20, 1995 (1)
	3.04	Bylaws of the Registrant Effective April 28, 1997 (13)
	5.01	Opinion of Gary A. Agron, regarding legality of the Common Stock (includes Consent) (1)
	5.02	Opinion of Gary A. Agron, regarding legality of the Units, Common Stock and Warrants (1)
10.01		Incentive Stock Option Plan (1)
10.02		Office lease of the Registrant (1)
10.03		Office lease of the Registrant (1)
10.04		Contract between the State of Arizona and the Registrant dated October 22, 1993 (1)
10.05		Surety Bond between the Registrant and St. Paul Fire & Marine Insurance Company (1)
10.06		Surety Bond between the Registrant and United States Fidelity and Guaranty Company (1)
10.07		Contract between Clark County, Nevada and the Registrant dated October 6, 1992 (1)
10.08		Surety Bond between the Registrant and St. Paul Fire and Marine Insurance Company (1)
10.09		Agreement between Salt Lake City Corporation and the Registrant dated May 5, 1993 (1)

25

Exhibit
No.	Title
10.10	Contract between Clark County, Nevada and the Registrant dated July 21, 1993 (1)
10.11	Contract between Clark County, Nevada and the Registrant dated August 17, 1993 (1)
10.12	Promissory Note executed by Robert C. Lewis and Richard C. Lewis (1)
10.13	Promissory Note executed by Moapa Developers, Inc. (1)
10.14	Promissory Note executed by Paul R. Lewis (1)
10.15	Contract between Clark County, Nevada and the Registrant dated September 7, 1993 (1)
10.16	Agreement between Salt Lake City Corporation and the Registrant dated February 11, 1994 (1)
10.17	Contract between Northwest/Cheyenne Joint Venture and the Registrant dated March 16, 1994 (1)
10.18	Contract between Clark County, Nevada and the Registrant dated April 5, 1994 (1)
10.19	Statutory Payment Bond dated September 8, 1994 (1)
10.20	Employment Agreement with Mr. Lewis (1)
10.21	Employment Agreement with Mr. Black (1)
10.22	Employment Agreement with Mr. Terril (1)
10.23	Employment Agreement with Mr. Nelson (1)
10.24	Employment Agreement with Ms. Danley (1)
10.25	Employment Agreement with Mr. Jessop (1)
10.26	Employment Agreement with Mr. Larson (1)
10.27	Stock Purchase Agreement (1)
10.28	Form of Lockup Letter (1)
10.29	Revolving Credit Loan Agreement (1)
10.30	Contract Award Notification - Arizona Department of Transportation (1)
10.31	Contract Award Notification - McCarran International Airport (1)
10.32	Contract Award Notification - City of Henderson (1)
10.33	Contract between Registrant and Arizona Department of Transportation (1)
10.34	Contract between Registrant and Arizona Department of Transportation (1)
10.35	Office Lease of the Registrant (1)
10.36	Contract between Registrant and Arizona Department of Transportation (2)
10.37	Contract Award Notification - Clark County (2)
10.38	Joint Venture Agreement (2)
10.39	Employment Agreement with Mr. Grasmick (2)
10.40	Contract between Registrant and Clark County , Nevada (2)
10.41	Contract between Registrant and Clark County , Nevada (2)
10.42	Contract between Registrant and Utah Department of Transportation (2)
10.43	Contract between Registrant and Arizona Department of Transportation (2)
10.44	Promissory Note executed by Nevada State Bank (2)
10.45	Escrow Settlement Documents and related Promissory Note (2)
10.46	Conveyor Sales Contract and Security Agreement (2)
10.47	CAT Financial Installment Sale Contract (2)
10.48	Second and Third Amendments to Office Lease of Registrant (2)
10.49	Lease Agreement with US Bancorp (2)
10.50	Lease Agreement with CIT Group (2)
10.51	CAT Financial Installment Sale Contract (3)
10.52	CAT Financial Installment Sale Contract (3)
10.53	CAT Financial Installment Sale Contract (3)
10.54	CAT Financial Installment Sale Contract (3)
10.55	CAT Financial Installment Sale Contract (3)

26

Exhibit
No.		Title
	10.56	Escrow Settlement Documents (3)
	10.57	Promissory Note executed by General Electric Capital Corporation (3)
	10.58	Promissory Note executed by General Electric Capital Corporation (3)
	10.59	Promissory Note executed by General Electric Capital Corporation (3)
	10.60	Promissory Note executed by General Electric Capital Corporation (3)
	10.61	Promissory Note executed by Nevada State Bank (3)
	10.62	KDC Sales Contract (3)
	10.63	Lease Agreement with CIT (3)
	10.64	Lease Agreement with CIT (3)
	10.65	Contract between Registrant and Utah Department of Transportation (3)
	10.66	Contract between Registrant and Clark County, Nevada (3)
	10.67	Contract between Registrant and New Mexico State Highway and Transportation Department (3)
	10.68	Contract between Registrant and Salt Lake City Corporation (3)
	10.69	Contract between Registrant and Utah Department of Transportation (3)
	10.70	Contract between Registrant and Arizona Department of Transportation (3)
	10.71	Contract between Registrant and Nevada Department of Transportation (3)
	10.72	Employment and Indemnification Agreements with Mr. Nelson (3)
	10.73	Employment and Indemnification Agreements with Mr. Terril (3)
	10.74	Employment and Indemnification Agreements with Mr. Lewis (3)
	10.75	Employment and Indemnification Agreements with Mr. Larson (3)
	10.76	Employment and Indemnification Agreements with Mr. Burnell (3)
	10.77	Lease Agreement with Banc One Leasing Corp. (4)
	10.78	Lease Agreement with Banc One Leasing Corp. (4)
	10.79	Lease Agreement with Banc One Leasing Corp. (4)
	10.80	Lease Agreement with US Bancorp (4)
	10.81	Security Agreement with Associates Commercial Corporation (4)
	10.82	Lease Agreement with Caterpillar Financial Services (4)
	10.83	Contract between Registrant and Clark County, Nevada (4)
	10.84	Contract between Registrant and Arizona Department of Transportation (4)
	10.85	Contract between Registrant and New Mexico State Highway and Transportation Department (4)
	10.86	Contract between Registrant and New Mexico State Highway and Transportation Department (4)
	10.87	Contract between Registrant and New Mexico State Highway and Transportation Department (4)
	10.88	Joint Venture Agreement between Registrant and R.E. Monks Construction Co. (4)
	10.89	Contract between Meadow Valley Contractors, Inc./R.E. Monks Construction Co. (JV) and the
		Arizona Department of Transportation (4)
	10.90	Contract between the Registrant and Utah Department of Transportation (4)
	10.91	Contract between the Registrant and Clark County, Nevada (4)
	10.92	General Agreement of Indemnity between the Registrant and Liberty Mutual Insurance Company (4)
	10.93	Employment Agreement with Mr. Larson (4)
	10.94	Lease Agreement between the Registrant and Ken Nosker (4)
	10.95	Promissory Note executed by General Electric Capital Corporation (5)
	10.96	Promissory Note executed by General Electric Capital Corporation (5)
	10.97	Promissory Note executed by John Deere Construction Equipment Company (5)
	10.98	Promissory Note executed by John Deere Construction Equipment Company (5)
	10.99	Transfer and Assumption Agreement executed by Associates Leasing, Inc. (5)
10.100		Lease Agreement with Banc One Leasing Corp. (5)
10.101		Lease Agreement with Caterpillar Financial Services (5)

27

Exhibit
No.	Title
10.102	Lease Agreement with Trinity Capital Corporation (5)
10.103	Lease Agreement with Banc One Leasing Corp. (5)
10.104	Wheeler Machinery Co. Installment Sale Contract (5)
10.105	Wheeler Machinery Co. Installment Sale Contract (5)
10.106	Bank One, Arizona Restated Revolving Line of Credit Note (5)
10.107	Promissory Note executed by General Electric Capital Corporation (5)
10.108	Employment Agreement with Mr. Larson (5)
10.109	Lease Agreement with Banc One Leasing Corp. (5)
10.110	Master Lease Agreement with Banc One Leasing Corp. (5)
10.111	Contract between Registrant and Arizona Department of Transportation (5)
10.112	Contract between Registrant and Arizona Department of Transportation (5)
10.113	Contract between Registrant and Utah Department of Transportation (5)
10.114	Contract between Registrant and Flood Control District of Maricopa County (5)
10.115	Contract between Registrant and Johnson and Danley Construction Co., Inc. (5)
10.116	Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.117	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.118	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.119	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.120	Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.121	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.122	Master Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.123	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.124	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.125	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.126	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.127	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.128	Master Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.129	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.130	Office lease of the Registrant (6)
10.131	Transfer and Assumption Agreement with Caterpillar Financial Services Corporation (6)
10.132	Installment Sale Contract with Caterpillar Financial Services Corporation (6)
10.133	Property Lease and Aggregate Supply Agreement with Sun State Rock & Materials Corp. (6)
10.134	Property Lease and Aggregate Supply Agreement with Clay R. Oliver d.b.a. Oliver
	Mining Company (6)
10.135	Security Agreement with John Deere Construction Equipment Company (6)
10.136	Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.137	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.138	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.139	Security Agreement with Associates Leasing, Inc. (6)
10.140	Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.141	Lease Agreement with Banc One Leasing Corporation (6)
10.142	Office lease of the Registrant (6)
10.143	Security Agreement with John Deere Construction Equipment Company (6)
10.144	Contract between Registrant and Nevada Department of Transportation (6)
10.145	Contract between Registrant and Arizona Department of Transportation (6)
10.146	Joint Venture Agreement between Registrant and R.E. Monks Construction Co., LLC (6)
10.147	Contract between Registrant and Nevada Department of Transportation (6)

28

Exhibit
No.		Title
	10.148	Installment Sale Contract with Caterpillar Financial Services Corporation (7)
	10.149	Lease Agreement with Associates Leasing, Inc. (8)
	10.150	Lease Agreement with M&I First National Leasing Corp. (8)
	10.151	Lease Agreement with Trinity Capital Corporation (8)
	10.152	Security Agreement with FCC Equipment Financing, Inc. (9)
	10.153	Lease Agreement with CitiCapital (9)
	10.154	Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment
		Financing, Inc. (9)
	10.155	Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (9)
	10.156	Lease Agreement with Thomas Mining, LLC (9)
	10.157	Employment Agreement with Mr. Kiesel (9)
	10.158	Security Agreement with Volvo Commercial Finance LLC The Americas (9)
	10.159	Letter of Intent with RMI Enterprises, LLC (12)
	10.160	Lease Agreement with The CIT Group/Equipment Financing, Inc. (13)
	10.161	Lease Agreement with Associates Leasing, Inc. (13)
	10.162	Office Lease Agreement (13)
	10.163	Lease Agreement with Caterpillar Financial Services Corporation (13)
	10.164	Security Agreement with John Deere Construction Equipment & Forestry Company (13)
	10.165	Lease Extension with U.S. Bancorp Leasing & Financial (13)
	10.166	Security Agreement with The CIT Group/Equipment Financing, Inc. (13)
	10.167	Security Agreement with The CIT Group/Equipment Financing, Inc. (13)
	10.168	Amendment No. 1 to Restated and Amended Revolving Loan Agreement with The
		CIT Group/Equipment Financing, Inc. (13)
	10.169	Security Agreement with The CIT Group/Equipment Financing, Inc. (13)
	10.170	Indemnification Agreement with Robert R. Morris (13)
	10.171	Indemnification Agreement with Nicole R. Smith (13)
	10.172	Indemnification Agreement with Alan A. Terril (13)
	10.173	Indemnification Agreement with Bradley E. Larson (13)
	10.174	Indemnification Agreement with Kenneth D. Nelson (13)
	10.175	Installment Sale Contract with Caterpillar Financial Services Corporation (13)
	10.176	Contract between Registrant and Clark County, Nevada (13)
	10.177	Contract between Registrant and U.S. Army Corp of Engineers (13)
	10.178	Contract between Registrant and Utah Department of Transportation (13)
	10.179	Contract between Registrant and Clark County, Nevada (13)
	10.180	Contract between Registrant and Utah Department of Transportation (13)
	10.181	Contract between Registrant and Clark County, Nevada (13)
	10.182	Lease Extension with The CIT Group/Equipment Financing, Inc. (13)
	10.183	Asset Purchase Agreement between United Metro Materials Inc. and the Registrant (13)
	10.184	Engagement Letter with AMG Financing Capital, Inc. (13)
	10.185	Amendment No. 2 to Restated and Amended Revolving Loan Agreement with The
		CIT Group/Equipment Financing, Inc. (13)
	10.186	Notice of Termination of Non-Binding Letter of Intent with RMI Enterprises, LLC (13)
	10.187	Security Agreement with Key Equipment Finance, a Division of Key Corporate Capital
		Inc. (14)
	10.188	Amendment No. 1 to Security Agreement with Key Equipment Finance, a Division of Key
		Corporate Capital Inc. (15)

29

Exhibit
No.	Title
10.189	Employment Agreement with Robert DeRuiter (15)
10.190	Addendum to Employment Contracts for Brad Larson, Ken Nelson, Ron Lewis and Alan
	Terril (15)
10.191	General Agreement of Indemnity between the Registrant and Liberty Mutual Insurance
	Company (15)
10.192	Security Agreement with The CIT Group/Equipment Financing, Inc. (15)
10.193	Office Lease Agreement (16)
10.194	Lease Agreement with The CIT Group/Equipment Financing, Inc. (16)
10.195	Security Agreement with Astec Financial Services, Inc. (16)
10.196	Security Agreement with Cananwill, Inc. (16)
10.197	Security Agreement with Astec Financial Services, Inc. (16)
10.198	Security Agreement with Caterpillar Financial Services Corporation (16)
10.199	Security Agreement with Deere Credit, Inc. (16)
10.200	Promissory Note executed by Nevada State Bank (16)
10.201	Employment Agreement with Nicole R. Smith (16)
10.202	Employment Agreement with Robert Morris (16)
10.203	Employment Agreement with Robert Bottcher (16)
10.204	Employment Agreement with Robert Terril (16)
10.205	Employment Agreement with Sam Grasmick (16)
10.206	Purchase Agreement with Nevada Title Company (16)
10.207	Security Agreement with The CIT Group/Equipment Financing, Inc. (16)
10.208	Contract between Registrant and Arizona Department of Transportation
10.209	Contract between Registrant and City of Phoenix
10.210	Contract between Registrant and Arizona Department of Transportation
10.211	Contract between Registrant and Federal Highway Administration
10.212	Contract between Registrant and Arizona Department of Transportation
10.213	Contract between Registrant and Utah Department of Transportation
10.214	Contract between Registrant and Arizona Department of Transportation
10.215	Agreement with Fisher Sand and Gravel Co. to act as the Company's
	co-indemnitor
10.216	Contract between Registrant and City of North Las Vegas
10.217	Renewal and Amendment of Amended and Restated Revolving Loan
	Agreement with The CIT Group/Equipment Financing, Inc.
10.218	Renewal and Amendment of Revolving Loan Agreement
	with The CIT Group/Equipment Financing, Inc.
10.219	Lease Agreement with Oshkosh/McNeilus
10.220	Security Agreement with Wagner Equipment Co.
10.221	Security Agreement with Wagner Equipment Co.
10.222	Sales Agreement with Conde Del Mar Properties, L.L.C.
10.223	Notice of Assignment of Security Agreement from Astec Financial Services to the CIT Group/Equipment Financing, Inc.
10.224	Notice of Assignment of Security Agreement from Astec Financial Services to the CIT Group/Equipment Financing, Inc.
10.225	Notice of Assignment of Lease Agreement from The CIT Group/
	Equipment Financing, Inc. to General Electric Capital Corporation

30

Exhibit
No.	Title
10.226	Notice of Assignment of Lease Agreement from The CIT Group/
	Equipment Financing, Inc. to General Electric Capital Corporation
10.227	Employment Agreement with Bradley E. Larson
10.228	Employment Agreement with Kenneth D. Nelson
10.229	Employment Agreement with Alan A. Terril
10.230	Indemnification Agreement with Clint Tryon
16.01	Letter re: Change in Certifying Accountant (1)
21.01	Subsidiaries of the Registrant (1)
23.01	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.02	Consent of Semple & Cooper (Meadow Valley Corporation) (1)
23.03	Consent of Gary A. Agron, Esq. (See 5.01, above) (1)
23.04	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.05	Consent of BDO Seidman, LLP (Meadow Valley Corporation) (1)
23.06	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.07	Consent of BDO Seidman, LLP (Meadow Valley Corporation) (1)
23.08	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.09	Consent of BDO Seidman, LLP (Meadow Valley Corporation and Meadow Valley
	Contractors, Inc.) (1)
23.10	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.11	Consent of BDO Seidman, LLP (Meadow Valley Corporation and Meadow Valley
	Contractors, Inc.) (1)
23.12	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.13	Consent of BDO Seidman, LLP (Meadow Valley Corporation and Meadow Valley
	Contractors, Inc.) (1)
23.14	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.15	Consent of BDO Seidman, LLP (Meadow Valley Corporation and Meadow Valley
	Contractors, Inc.) (1)
99.1	Civil complaint by Silver State Materials Corp., et. al. vs. Meadow Valley
	Corporation, et. al. (10)
99.2	Exhibits to civil complaint by Silver State Materials Corp., et. al. vs. Meadow Valley
	Corporation, et. al. (11)
99.3	Press release by Meadow Valley Corporation to sell its Ready Mix Subsidiary (12)
99.4	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Bradley
	E. Larson (15)
99.5	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Nicole R.
	Smith (15)
99.6	Nasdaq Listing Qualifications warning (15)
99.7	Nasdaq Listing Qualifications compliance (16)
99.8	Nasdaq Listing Qualifications warning (16)
99.9	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Bradley
	E. Larson (16)
99.10	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Clint Tryon (16)
99.11	Nasdaq Listing Qualifications warning (16)
99.12	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Bradley E. Larson
99.13	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Clint Tryon
99.14	Nasdaq Listing Qualifications compliance

31

Exhibit
No.		Title
(1	)	Incorporation by reference to the Company’s Registration Statement on Form S-1, File Number 33-87750 declared effective on October 16, 1995
(2	)	Incorporated by reference to the Company's December 31, 1996 Annual Report on Form 10-K
(3	)	Incorporated by reference to the Company's December 31, 1997 Annual Report on Form 10-K
(4	)	Incorporated by reference to the Company's December 31, 1998 Annual Report on Form 10-K
(5	)	Incorporated by reference to the Company's December 31, 1999 Annual Report on Form 10-K
(6	)	Incorporated by reference to the Company's December 31, 2000 Annual Report on Form 10-K
(7	)	Incorporated by reference to the Company's March 31, 2001 Form 10-Q
(8	)	Incorporated by reference to the Company's June 30, 2001 Form 10-Q
(9	)	Incorporated by reference to the Company's September 30, 2001 Form 10-Q
(10	)	Incorporated by reference to the Company's November 20, 2001 Form 8-K
(11	)	Incorporated by reference to the Company's November 20, 2001 Form 8-K/A
(12	)	Incorporated by reference to the Company's February 14, 2002 Form 8-K
(13	)	Incorporated by reference to the Company's December 31, 2001 Annual Report on Form 10-K
(14	)	Incorporated by reference to the Company's March 31, 2002 Form 10-Q
(15	)	Incorporated by reference to the Company's June 30, 2002 Form 10-Q
(16	)	Incorporated by reference to the Company's September 30, 2002 Form 10-Q

32

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MEADOW VALLEY CORPORATION

/s/ Bradley E. Larson
Bradley E. Larson
President and Chief Executive Officer
Date: March 28, 2003

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Bradley E. Larson Bradley E. Larson Director, President and Chief Executive Officer Date: March 28, 2003	/s/ Earle C. May Earle C. May Director Date: March 28, 2003
/s/ Kenneth D. Nelson Kenneth D. Nelson Director, Chief Administrative Officer and Vice President Date: March 28, 2003	/s/ Alan A. Terril Alan A. Terril Director, Vice President and Chief Operating Officer Date: March 28, 2003
/s/ Charles E. Cowan Charles E. Cowan Director Date: March 28, 2003	/s/ Gary A. Agron Gary A. Agron Director Date: March 28, 2003
/s/Charles R. Norton Charles R. Norton Director Date: March 28, 2003	/s/ Clint Tryon Clint Tryon Treasurer, Secretary and Principal Accounting Officer Date: March 28, 2003

33

INDEX TO FINANCIAL STATEMENTS

Meadow Valley Corporation and Subsidiaries
Report of Independent Certified Public Accountants	F-2
Consolidated Balance Sheets at December 31, 2002 and 2001	F-3
Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2002, 2001 and 2000	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000	F-6
Notes to Consolidated Financial Statements	F-8

F-1

BDO BDO Seidman, LLP
Accountants and Consultants 1900 Avenue of the Stars, 11thFloor
Los Angeles, California 90067
Telephone: (310) 557-0300
Fax: (310) 557-1777

Report of Independent Certified Public Accountants

Board of Directors
Meadow Valley Corporation
Phoenix, Arizona

We have audited the accompanying consolidated balance sheets of Meadow Valley Corporation and Subsidiaries as of December 31, 2002 and 2001 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Meadow Valley Corporation and Subsidiaries at December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

\s\ BDO Seidman, LLP

Los Angeles, California
March 7, 2003

F-2

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

					December 31,			December 31,
					2002			2001
Assets (Note 10):
Current Assets:
		Cash and cash equivalents (Notes 1 and 2)			$	3,289,535		$	2,228,506
		Restricted cash (Notes 1, 2 and 17)				1,681,361			2,401,548
		Accounts receivable, net (Notes 1, 3, 11, 15 and 17)				21,203,373			21,377,904
		Claims Receivable (Notes 1 and 15)				387,878			—
		Prepaid expenses and other				1,573,614			404,780
		Inventory, net (Note 1)				2,103,100			3,365,750
		Land held for sale (Note 5)				711,531			—
		Costs and estimated earnings in excess of billings on uncompleted contracts (Notes 1 and 4)				1,543,061			5,294,054
			Total Current Assets			32,493,453			35,072,542
Property and equipment, net (Notes 1, 6, 9, and 13)						14,555,646			15,267,791
Assets held for sale (Note 1)						—			3,213,484
Refundable deposits						50,604			55,110
Goodwill, net (Note 1)						—			—
Mineral rights and pit development, net						445,063			533,608
Claims receivable (Notes 1, 4 and 15)						7,961,107			5,968,026
Other assets						32,223			80,558
			Total Assets		$	55,538,096		$	60,191,119
Liabilities and Stockholders’ Equity:
Current Liabilities:
		Accounts payable (Notes 7 and 11)			$	19,912,516		$	27,025,984
		Accrued liabilities (Notes 8 and 11)				3,697,111			1,811,998
		Notes payable (Note 9)				3,424,209			1,685,634
		Obligations under capital leases (Note 13)				921,306			1,118,055
		Billings in excess of costs and estimated earnings on uncompleted contracts (Notes 1 and 4)				3,733,152			4,625,657
			Total Current Liabilities			31,688,294			36,267,328
Deferred tax liability (Notes 1 and 12)						1,265,045			760,811
Notes payable, less current portion (Notes 9 and 10)						9,256,598			9,484,479
Obligations under capital leases, less current portion (Note 13)						1,875,712			2,964,195
			Total Liabilities			44,085,649			49,476,813
Commitments and contingencies (Notes 10, 11, 13 and 15)
Stockholders’ Equity:
	Preferred stock — $.001 par value; 1,000,000 shares authorized, none issued and outstanding (Note 14)					—			—
	Common stock — $.001 par value; 15,000,000 shares authorized, 3,559,938 issued and outstanding (Notes 14 and 18)					3,601			3,601
	Additional paid-in capital					10,943,569			10,943,569
	Capital adjustments					(799,147	)		(799,147	)
	Retained earnings					1,304,424			566,283
				Total Stockholders’ Equity		11,452,447			10,714,306
				Total Liabilities and Stockholders’ Equity	$	55,538,096		$	60,191,119

The Accompanying Notes are an Integral Part of the Financial Statements

F-3

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Years Ended December 31,
		2002			2001			2000
Revenue (Notes 11 and 17)		$	151,047,268		$	174,063,148		$	163,573,258
Cost of revenue (Note 11)			143,515,671			169,404,787			158,935,103
Gross profit			7,531,597			4,658,361			4,638,155
General and administrative expenses (Notes 1 and 11)			6,598,940			8,062,623			6,777,840
Income (loss) from operations			932,657			(3,404,262	)		(2,139,685	)
Other income (expense):
	Interest income		156,836			319,797			646,480
	Interest expense		(441,585	)		(485,937	)		(250,996	)
	Other income (expense)		288,862			377,840			(115,246	)
			4,113			211,700			280,238
Income (loss) before income taxes			936,770			(3,192,562	)		(1,859,447	)
Income tax benefit (expense) (Note 12)			(198,629	)		668,631			284,861
Net income (loss) (Note 18)		$	738,141		$	(2,523,931	)	$	(1,574,586	)
Basic net income (loss) per common share		$	0.21		$	(0.71	)	$	(0.44	)
Diluted net income (loss) per common share		$	0.21		$	(0.71	)	$	(0.44	)
Basic weighted average common shares outstanding (Note 19)			3,559,938			3,559,938			3,549,458
Diluted weighted average common shares outstanding (Note 19)			3,559,938			3,559,938			3,549,458

The Accompanying Notes are an Integral Part of the Financial Statements

F-4

MEADOW VALLEY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2002, 2001 and 2000

	Common Stock
	Number of
	Shares				Paid-in		Capital			Retained
	Outstanding		Amount		Capital		Adjustment			Earnings
Balance at January 1, 2000		3,501,250	$	3,601	$	10,943,569	$	(799,147	)	$	4,664,800
Treasury stock used in funding employer retirement plan contributions		58,688
Net loss											(1,574,586	)
Balance at December 31, 2000		3,559,938		3,601		10,943,569		(799,147	)		3,090,214
Net loss											(2,523,931	)
Balance at December 31, 2001		3,559,938		3,601		10,943,569		(799,147	)		566,283
Net income											738,141
Balance at December 31, 2002		3,559,938	$	3,601	$	10,943,569	$	(799,147	)	$	1,304,424

The Accompanying Notes are an Integral Part of the Financial Statements

F-5

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

			For the Years Ended December 31,
			2002			2001			2000
Increase (Decrease) in Cash and Cash Equivalents:
Cash flows from operating activities:
	Cash received from customers		$	152,229,244		$	164,497,420		$	164,943,635
	Cash paid to suppliers and employees			(149,296,319	)		(165,041,014	)		(167,857,330	)
	Interest received			156,836			319,797			646,480
	Interest paid			(441,585	)		(485,937	)		(250,996	)
	Income taxes refunded (paid)			305,605			804,183			(513,705	)
		Net cash provided by (used in) operating activities		2,953,781			94,449			(3,031,916	)
Cash flows from investing activities:
	Decrease (increase) in restricted cash			720,187			(618,543	)		360,502
	Proceeds from sale of property and equipment			1,573,495			2,366,242			320,039
	Purchase of property and equipment			(519,894	)		(510,516	)		(1,625,734	)
	Increase in land held for sale			(711,531	)		—			—
	Purchase of mineral rights and pit development			—			(112,262	)		(717,474	)
	Proceeds from sale of mineral rights and pit development			557,587			—			—
		Net cash provided by (used in) investing activities		1,619,844			1,124,921			(1,662,667	)
Cash flows from financing activities:
	Repayment of capital lease obligations			(1,285,232	)		(1,105,301	)		(1,183,847	)
	Proceeds received from notes payable			600,000			4,182,533			6,055,556
	Repayment of notes payable			(2,827,364	)		(3,890,694	)		(4,532,017	)
		Net cash provided by (used in) financing activities		(3,512,596	)		(813,462	)		339,692
Net increase (decrease) in cash and cash equivalents				1,061,029			405,908			(4,354,891	)
Cash and cash equivalents at beginning of year				2,228,506			1,822,598			6,177,489
Cash and cash equivalents at end of year			$	3,289,535		$	2,228,506		$	1,822,598

The Accompanying Notes are an Integral Part of the Financial Statements

F-6

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

			For the Years Ended December 31,
			2002			2001			2000
Increase (Decrease) in Cash and Cash Equivalents (Continued):
Reconciliation of Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:
	Net income (loss)		$	738,141		$	(2,523,931	)	$	(1,574,586	)
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization		2,816,406			2,811,042			2,681,037
		(Gain) loss on sale of property and equipment		(34,025	)		64,872			(106,280	)
		Deferred taxes, net		504,234			(638,448	)		(24,566	)
		Allowance for doubtful accounts		(275,079	)		163,193			301,895
		Inventory allowance		1,000,000			—			—
		Impairment of goodwill		—			1,420,704			—
Changes in Operating Assets and Liabilities:
	Accounts receivable			449,610			(7,243,533	)		4,657,423
	Claims receivable, current			(387,878	)		—			—
	Prepaid expenses and other			69,126			344,928			638,042
	Inventory			2,383,353			(1,198,218	)		(1,071,280	)
	Income tax receivable			—			774,000			(774,000	)
	Costs and estimated earnings in excess of billings on uncompleted contracts			3,750,993			4,533,955			(969,076	)
	Refundable deposits			4,506			121,455			(92,885	)
	Claims receivable, less current portion			(1,993,081	)		(5,968,026	)		—
	Other assets			48,335			(80,558	)		—
	Accounts payable			(7,113,468	)		9,419,871			(3,201,679	)
	Accrued liabilities			1,885,113			(477,700	)		(1,097,622	)
	Billings in excess of costs and estimated earnings on uncompleted contracts			(892,505	)		(1,429,157	)		(2,398,339	)
Net cash provided by (used in) operating activities			$	2,953,781		$	94,449		$	(3,031,916	)

The Accompanying Notes are an Integral Part of the Financial Statements

F-7

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     1.     Summary of Significant Accounting Policies and Use of Estimates:

          Nature of the Corporation:

     Meadow Valley Corporation (the “Company”) was organized under the laws of the State of Nevada on September 15, 1994. The principal business purpose of the Company is to operate as the holding company of Meadow Valley Contractors, Inc. (“MVCI”) and Ready Mix, Inc. (“RMI”). MVCI is a general contractor, primarily engaged in the construction of structural concrete highway bridges and overpasses, and the paving of highways and airport runways in the states of Nevada, Arizona, and Utah. RMI manufactures and distributes ready mix concrete in the Las Vegas and Phoenix metropolitan areas. Formed by the Company, RMI commenced operations in 1997.

          Liquidity:

     The Company incurred income (loss) from operations for the years ended December 31, 2002, 2001 and 2000 of $932,657, $(3,404,262) and $(2,139,685) and has provided (used) cash in operating activities of $2,953,781, $94,449 and $(3,031,916) for the years ended December 31, 2002, 2001 and 2000. In order to improve working capital, the Company executed a definitive agreement on March 22, 2002 to sell certain pit assets classified as assets held for sale at December 31, 2001 to United Metro Materials Inc. (“United Metro”). The transaction closed on May 9, 2002. The net book value of assets sold and liabilities assumed was $51,668. Proceeds from the sale totaled $3,833,760, which included payments from United Metro and refunds of certain pit and equipment costs. In connection with the transaction, United Metro also assumed $1,693,267 in future operating lease obligations resulting in a decrease of $38,216 in monthly lease payments. If sales during the twenty-four months beginning May 2002, as measured in tons of materials sold, meet or exceed a stipulated minimum amount, United Metro will pay an additional $250,000 as specified in the purchase agreement. Cash proceeds from the sale of the Prescott pit assets were primarily used to reduce subcontract, trade payables and eliminate $211,525 in debt. During 2003, the Company may also consider the disposal of other assets as a means to increase working capital. Should the Company not be able to sell other assets, or raise additional capital to generate sufficient cash flows from operations, management of the Company will need to develop alternative strategies that may ultimately impact the operations and financial condition of the Company.

          Principles of Consolidation:

     The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries MVCI and RMI. Intercompany transactions and balances have been eliminated in consolidation.

          Reclassifications:

     Certain balances as of December 31, 2001 and for the year ended December 31, 2000 have been reclassified in the accompanying consolidated financial statements to conform with the current year presentation. These reclassifications had no effect on previously reported net loss or stockholders’ equity.

          Accounting Estimates:

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

     Significant estimates are used when accounting for the percentage of completion and the estimated gross profit on projects in progress, allowance for doubtful accounts, inventory allowance, depreciation and amortization, accruals, taxes, contingencies and goodwill, which are discussed in the respective notes to the consolidated financial statements.

          Revenue and Cost Recognition:

     Revenues and costs from fixed-price and modified fixed-price construction contracts are recognized for each contract on the percentage-of-completion method, measured by the percentage of costs incurred to date to the estimated total of direct costs. Direct costs include, among other things, direct labor, field labor, equipment rent, subcontracting, direct materials, and direct overhead. General and administrative expenses are accounted for as period costs and are, therefore, not included in the calculation of the estimates to complete construction contracts in progress. Project losses are provided in the period in which such losses are determined, without reference to the percentage-of-completion. As contracts can extend over one or more accounting periods, revisions in costs and earnings estimated during the course of the work are reflected during the accounting period in which the facts that required such revisions become known.

F-8

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Summary of Significant Accounting Policies and Use of Estimates
(Continued):

          Revenue and Cost Recognition (Continued):

     Claims for additional contract revenue are recognized only to the extent that contract costs relating to the claim have been incurred and evidence provides a legal basis for the claim. As of December 31, 2002 and 2001, the total amount of claims that have been submitted or soon-to-be submitted was approximately $46,740,700 and $54,407,238, respectively. Of those sums, the Company’s portion of the claims total was $30,139,584 and $29,396,539 and the balance of $16,601,116 and $25,010,699 pertains to prime contractor or subcontractors’ claims. Relative to the aforementioned claims, the Company has recorded approximately $8,348,985 and $7,754,448 in cumulative claim revenue as of December 31, 2002 and 2001, to offset costs incurred to-date on the claims. In the accompanying December 31, 2002 balance sheet, claims receivable in the amount of $8,348,985 has been recorded in connection with claims filed. The claim receivable is comprised of a long-term portion of $7,961,107 and a current portion of $387,878. In addition, the Company also recorded approximately $126,860 for unpaid quantities, unpaid change orders, and pending change orders in advance of receipt. Although the Company believes these amounts represent a reasonably conservative posture, any claims proceeds and payments for previously unpaid quantities, unpaid change orders and pending change orders ultimately paid to the Company less than $8,475,845, net of professional fees, will reduce income. Conversely, a payment for those same items in excess of $8,475,845, net of professional fees, will increase income.

     The asset “costs and estimated earnings in excess of billings on uncompleted contracts” represents revenue recognized in excess of amounts billed. The liability “billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized.

          Cash and Cash Equivalents:

     The Company considers all highly liquid instruments purchased with an initial maturity of three (3) months or less to be cash equivalents.

          Restricted Cash:

     At December 31, 2002 and 2001, funds in the amount of $1,681,361 and $2,401,548, respectively, were held in trust, in lieu of retention, on certain of the Company’s construction contracts and will be released to the Company after the contracts are completed.

          Accounts Receivable, net:

     Included in accounts receivable are trade receivables that represent amounts billed but uncollected on completed construction contracts and construction contracts in progress as well as other trade and non-trade receivables.

     The Company follows the allowance method of recognizing uncollectible accounts receivable. The allowance method recognizes bad debt expense based on a review of the individual accounts outstanding, and the Company’s prior history of uncollectible accounts receivable. At December 31, 2002 and 2001, the Company had established an allowance for potentially uncollectible accounts receivable in the amounts of $287,333 and $562,412, respectively. During the years ended December 31, 2002, 2001 and 2000 the Company incurred bad debt expense in the amounts of $201,089, $171,037 and $489,379, respectively.

          Inventory, net:

     Inventories, which consist primarily of raw materials, are stated at the lower of cost, determined by the first-in, first-out method, or market. Inventory quantities are determined by physical measurements. At December 31, 2002, the Company had established an allowance for potentially obsolete inventory in the amount of $1,000,000.

          Property and Equipment:

     Property and equipment are recorded at cost. Depreciation charged to operations during the years ended December 31, 2002, 2001 and 2000 was $2,727,860, $2,529,281 and $2,422,470, respectively. Depreciation is provided for on the straight-line method, over the estimated useful lives. Leasehold improvements are recorded at cost and are depreciated over their estimated useful lives or the lease term, whichever is shorter.

F-9

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Summary of Significant Accounting Policies and Use of Estimates (Continued):

          Property and Equipment (Continued):

     The estimated useful lives of property and equipment are:

Plants	6-15	years
Computer equipment	5-7	years
Equipment	5-10	years
Vehicles	5	years
Office furniture and equipment	7	years
Leasehold improvements	2-10	years

     At December 31, 2002 and 2001, property and equipment with a net book value of $14,555,646 and $15,802,984, respectively, were pledged as collateral for notes payable and capital lease obligations.

          Goodwill:

     Goodwill represents the excess of the costs of acquiring Meadow Valley Contractors, Inc. over the fair value of its net assets and was being amortized on the straight-line method over twenty-five (25) years. Amortization expense charged to operations for each of the years ended December 31, 2002, 2001 and 2000 was $0, $80,029 and $80,029, respectively. Based on an analysis of the carrying value of goodwill, the Company determined that the fair value of goodwill as of December 31, 2001 was zero. Accordingly, a goodwill impairment loss of $1,420,704 was recorded in the fourth quarter of 2001 in accordance with the Statement of Financial Accounting Standard No. 121 and is included in the loss from continuing operations.

          Income Taxes:

     The Company accounts for income taxes in accordance with the Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). SFAS 109 requires the Company to recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in a Company’s financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company files consolidated tax returns with MVCI and RMI for federal and state tax reporting purposes.

          Fair Value of Financial Instruments:

     The carrying amounts of financial instruments including cash, restricted cash, costs and estimated earnings in excess of billings on uncompleted contracts, certain current maturities of long-term debt, billings in excess of costs and estimated earnings on uncompleted contracts, accrued liabilities and long-term debt approximate fair value based on borrowing rates currently available to the Company for loans with similar terms and maturities.

          Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of:

     The Company reviews property, plant & equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

F-10

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. Summary of Significant Accounting Policies and Use of Estimates (Continued):

          Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of (Continued):

     Based on an analysis of the carrying value of goodwill, the Company determined that the fair value of goodwill as of December 31, 2001 was zero. Accordingly, a goodwill impairment loss of $1,420,704 was recorded in the fourth quarter of 2001 in accordance with the Statement of Financial Accounting Standard No. 121 and is included in the loss from continuing operations.

     The Company executed a definite agreement on March 22, 2002 to sell certain pit assets of MVCI to United Metro Materials Inc. (“United Metro”). The transaction closed on May 9, 2002. The net book value of assets sold and liabilities assumed was $51,668. Proceeds from the sale totaled $3,833,760, which included payments from United Metro and refunds of certain pit and equipment costs. In connection with the transaction, United Metro also assumed $1,693,267 in future operating lease obligations resulting in a decrease of $38,216 in monthly lease payments. If sales during the twenty-four months beginning May 2002, as measured in tons of materials sold, meet or exceed a stipulated minimum amount, United Metro will pay an additional $250,000 as specified in the purchase agreement. Cash proceeds from the sale of the Prescott pit assets were primarily used to reduce subcontract, trade payables and eliminate $211,525 in debt. Accordingly, $3,213,484 of assets consisting primarily of inventory and equipment has been classified as assets held for sale on the accompanying 2001 balance sheet.

          Stock-Based Compensation:

Statements of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”) establishes a fair value method of accounting for stock-based compensation plans and for transactions in which an entity acquires goods or services from nonemployees in exchange for equity instruments. SFAS 123 also encourages, but does not require companies to record compensation cost for stock-based employee compensation. The Company has chosen to continue to account for stock-based compensation utilizing the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair market price of the Company’s stock at the date of grant over the amount an employee must pay to acquire the stock.

          Earnings per Share:

     Statement of Financial Accounting Standards No. 128, “Earnings per Share,” (“SFAS 128”) provides for the calculation of Basic and Diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, similar to fully diluted earnings per share.

          Business Combinations and Goodwill and Other Intangible Assets:

     The Company’s previous business combinations were accounted for using the purchase method. As of December 31, 2000, the net carrying amount of goodwill was $1,500,733. Amortization expense during the year ended December 31, 2001 was $80,029. Based on an analysis of the carrying value of goodwill, the Company determined that the fair value of goodwill as of December 31, 2001 was zero. Accordingly, a goodwill impairment loss of $1,420,704 was recorded in the fourth quarter of 2001 in accordance with the Statement of Financial Accounting Standard No. 121 and is included in the loss from operations.

F-11

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Summary of Significant Accounting Policies and Use of Estimates (Continued):

          Adoption of SFAS No. 145:

     In April 2002, FASB issued Statement No. 145 (SFAS No. 145), “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections” effective on or after May 15, 2002. This Statement rescinds SFAS No. 4 and an amendment of that Statement, and SFAS No. 64. This Statement also rescinds SFAS No. 44. This Statement amends SFAS No. 13, to eliminate an inconsistency between the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The adoption of SFAS No. 145 did not have a material effect on the Company’s financial position or results of operations.

          New Accounting Announcements not yet adopted:

     In June 2001, Financial Accounting Standards Board (FASB) issued Statement No. 143 (SFAS No. 143), “Accounting for Asset Retirement Obligations,” effective for fiscal years beginning after June 15, 2002. The Statement requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The adoption of SFAS No. 143 is not expected to have a material effect on the Company’s financial position or results of operations.

     In June 2002, FASB issued Statement No. 146 (SFAS No. 146), “Accounting for Costs Associated with Exit or Disposal Activities,” effective for activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The adoption of SFAS No. 146 is not expected to have a material effect on the Company’s financial position or results of operations.

     In October 2002, FASB issued Statement No. 147 (SFAS No. 147), “Acquisitions of Certain Financial Institutions, An Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9,” effective for acquisitions on or after October 1, 2002. SFAS No. 72, and FASB Interpretation No. 9, provided interpretive guidance on the application of the purchase method to acquisitions of financial institutions. Except for transactions between two or more mutual enterprises, this Statement removes acquisitions of financial institutions from the scope of both SFAS No. 72 and FASB Interpretation 9 and requires that those transactions be accounted for in accordance with SFAS No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.” Thus, the requirement in paragraph 5 of SFAS No. 72 to recognize (and subsequently amortize) any excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset no longer applies to acquisitions within the scope of SFAS No. 147. In addition, SFAS No. 147 amends SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor-and borrower-relationship intangible assets and credit cardholder intangible assets. Consequently, those intangible assets are subject to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions that Statement 144 requires for other long-lived assets that are held and used. The adoption of SFAS No. 147 is not expected to have a material effect on the Company’s financial position or results of operations.

     In November 2002, the FASB issued FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 expands on the accounting guidance of SFAS No. 5, 57 and 107 and incorporates without change the provisions of FASB Interpretation No. 34, which is being superceded. FIN 45 elaborates on existing disclosure requirements for most guarantees, including standby letters of credit. It also clarifies that guarantees must be recognized as an initial liability for fair value, or market value, of the obligations assumed under the guarantee and that this information must be disclosed in interim and annual financial statements. FIN 45 applies on a prospective basis to guarantees issued or modified after December 31, 2002. The Company does not anticipate the adoption of FIN 45 to have a material effect on its consolidated financial position or results of operations.

F-12

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Summary of Significant Accounting Policies and Use of Estimates (Continued):

          New Accounting Announcements not yet adopted (Continued):

     In December 2002, FASB issued Statement No. 148 (SFAS No. 148), “Accounting for Stock-Based Compensation — Transition and Disclosure — An Amendment of FASB Statement No. 123.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company is required to follow the prescribed format and provide the additional disclosures required by SFAS No. 148 in its annual financial statements for the year ended December 31, 2002 and must also provide the disclosures in its quarterly reports containing condensed financial statements for interim periods beginning with the quarterly period ended March 31, 2003. The adoptionof SFAS No. 148 is not expected to have a material effect on the Company’s financial position or results of operations

     In January 2003, FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46) which requires the consolidation of variable interest entities, as defined. FIN 46 is applicable to financial statements to be issued by the Company after 2002; however, disclosures are required currently if the Company expects to consolidate any variable interest entities. The Company does not currently believe that any material entities will be consolidated with the Company as a result of FIN 46.

2. Concentration of Credit Risk:

     The Company maintains cash balances at various financial institutions. Deposits not to exceed $100,000 for each institution are insured by the Federal Deposit Insurance Corporation. At December 31, 2002 and 2001, the Company has uninsured cash, cash equivalents, and restricted cash in the amounts of $4,825,721 and $6,603,140, respectively.

3. Accounts Receivable, net:

     Accounts receivable, net consists of the following:

	December 31,			December 31,
	2002			2001
Contracts in progress	$	8,854,440		$	9,114,437
Contracts in progress — retention		5,619,937			6,740,547
Completed contracts		5,420			8,775
Completed contracts — retention		119,444			83,500
Other trade receivables		6,241,710			5,894,753
Other receivables		649,755			98,304
		21,490,706			21,940,316
Less: Allowance for doubtful accounts		(287,333	)		(562,412	)
	$	21,203,373		$	21,377,904

F-13

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Contracts in Progress:

     Costs and estimated earnings in excess of billings and billings in excess of costs and estimated earnings on uncompleted contracts consist of the following:

	December 31,			December 31,
	2002			2001
Costs incurred on uncompleted contracts	$	450,305,829		$	443,326,113
Estimated earnings to date		18,366,100			14,792,091
		468,671,929			458,118,204
Less: billings to date		(462,900,913	)		(451,481,781	)
		5,771,016			6,636,423
Less: claims receivable, long term		(7,961,107	)		(5,968,026	)
	$	(2,190,091	)	$	668,397

     Included in the accompanying balance sheets under the following captions:

	December 31,			December 31,
	2002			2001
Costs and estimated earnings in excess of billings on uncompleted contracts	$	1,543,061		$	5,294,054
Billings in excess of costs and estimated earnings on uncompleted contracts		(3,733,152	)		(4,625,657	)
	$	(2,190,091	)	$	668,397

5. Land held for sale:

     In September 2002, the Company paid $711,531 to acquire a parcel of land. The land is held for sale by the construction materials segment. The Company intends to sell the land for cash within the next year.

6. Property and Equipment:

     Property and equipment consists of the following:

	December 31,			December 31,
	2002			2001
Land	$	827,639		$	827,639
Plants		7,283,099			7,283,099
Computer equipment		475,902			382,962
Equipment		11,438,669			12,262,847
Vehicles		3,542,820			2,431,937
Office furniture and fixtures		61,995			61,995
Improvements		446,541			442,814
		24,076,665			23,693,293
Accumulated depreciation		(9,521,019	)		(8,425,502	)
	$	14,555,646		$	15,267,791

F-14

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Accounts Payable:

     Accounts payable consists of the following:

	December 31,		December 31,
	2002		2001
Trade	$	16,108,962	$	22,897,786
Retentions		3,803,554		4,128,198
	$	19,912,516	$	27,025,984

8. Accrued Liabilities:

     Accrued liabilities consists of the following:

	December 31,		December 31,
	2002		2001
Compensation	$	2,031,966	$	715,552
Taxes		241,772		517,853
Insurance		212,701		144,616
Other		1,210,672		433,977
	$	3,697,111	$	1,811,998

9. Notes Payable:

Notes payable consists of the following:

	December 31,		December 31,
	2002		2001
Notes payable, interest rates ranging from 6.28% to 7.81% with monthly payments of $42,483, due dates ranging from July 1, 2003 to June 4, 2004, collateralized by equipment	$	447,154	$	1,377,503
Notes payable, interest rates ranging from 9.0% to 9.33% with monthly payments of $9,958, due dates ranging from August 15, 2003 to December 31, 2004, collateralized by land		115,335		218,862
Notes payable, interest rates ranging from 6.9% to 8.11% with monthly payments of $7,524, due dates ranging from May 11, 2004 to November 1, 2004, collateralized by equipment		136,981		285,890
Notes payable, variable interest rate was 4.25% at December 31,2002, with monthly principal payments of $15,536, due dates ranging from July 14, 2005 to May 13, 2006, collateralized by equipment		610,672		797,102
Non-interest bearing note payable, with monthly payments of $5,012, due September 28, 2004, collateralized by equipment		105,251		165,394
	$	1,415,393	$	2,844,751

F-15

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Notes Payable (Continued):

     Notes payable consists of the following (Continued):

	December 31,			December 31,
	2002			2001
Total from previous page	$	1,415,393		$	2,844,751
Notes payable, interest rates ranging from 4.5% to 8.84%, with monthly payments of $33,099, due dates ranging from December 20, 2004 to February 27, 2006, collateralized by equipment		1,020,152			1,325,362
Note payable, 4.75% interest rate, with monthly payments of $126,507, due July 6, 2003, collateralized by workers’ compensation and general liability insurance policies		871,693			—
Note payable, variable interest rate was 7.25% at December 31, 2002, with monthly interest only payments and a principal payment of $600,000, due September 29, 2003, collateralized by land		600,000			—
Non-interest bearing note payable, with monthly payments of $1,344, due Februay 7, 2003, collateralized by equipment		1,344			—
Notes payable, interest rates ranging from 4.0% to 9.0%, with monthly payments of $75,720, due dates ranging from February 10, 2004 to October 20, 2005, collateralized by equipment		1,772,225			—
Note payable, variable interest rate was 4.75% at December 31, 2002, with interest only payments until January 1, 2004, principal and interest there after due December 31, 2007,
collateralized by all assets of the Company (See Note 10)		7,000,000			7,000,000
		12,680,807			11,170,113
Less: current portion		(3,424,209	)		(1,685,634	)
	$	9,256,598		$	9,484,479

     Following are maturities of long-term debt for each of the next 5 years:

2003	$	3,424,209
2004		3,079,727
2005		2,406,223
2006		1,894,311
2007		1,876,337
	$	12,680,807

F-16

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Line of Credit:

     Effective December 31, 2002, the Company amended and renewed the line of credit agreement. Under the amended agreement, the interest rate remained Chase Manhattan Bank’s prime rate, plus 1.5% through January 1, 2004 at which time the line of credit converts to a term agreement requiring monthly principal and interest payments through December 31, 2007. The line of credit is collateralized by all of the Company’s assets. Under the terms of the line of credit, the Company is required to maintain a certain level of tangible net worth as well as maintain a ratio of total debt to tangible net worth. As of December 31, 2002, the Company was in compliance with the covenants. As of December 31, 2002 and 2001, Meadow Valley Corporation had drawn down the entire $7,000,000, from the line of credit.

11. Related Party Transactions:

     Management believes that the fair value of the following transactions reflect current amounts that the Company could have consummated transactions with other third parties.

          Revenue:

     During the years ended December 31, 2002 and 2001, the Company provided construction materials to various related parties in the amounts of $12,282 and $108,112, respectively. Included in accounts receivable at December 31, 2002 and 2001 are amounts due from related parties, in the amounts of $14,666 and $27,337, respectively.

          Professional Services:

     During the years ended December 31, 2002, 2001 and 2000, a related party rendered professional services to the Company in the amounts of $23,491, $14,573 and $23,342, respectively. Included in accounts payable at December 31, 2002 and 2001 are amounts due to a related party, in the amounts of $3,990 and $7,380, respectively. During each of the years ended December 31, 2002, 2001 and 2000, the Company paid $30,000 to outside members of the board of directors.

          Subcontractor/Supplier:

     Various related parties provided materials and equipment used in the Company’s construction service and material businesses during the years ended December 31, 2002, 2001 and 2000, in the amounts of $2,099,905, $4,114,319 and $535,694, respectively. Included in accounts payable at December 31, 2002 and 2001 are amounts due to related parties, in the amounts of $81,471 and $1,039,528, respectively, related to subcontracts and supplies.

          Royalties:

     During the years ended December 31, 2002, 2001 and 2000, the Company paid a related party mining royalties in the amounts of $514,296, $390,144 and $328,310, respectively. Included in accrued liabilities at December 31, 2002 and 2001 are amounts due to a related party for royalties, in the amounts of $31,276 and $30,464, respectively.

          Commitments:

     The Company leased office space in Moapa, Nevada on a month-to-month basis, at a rental rate of $840 per month, from a related party of the Company. The lease terms also required the Company to pay common area maintenance, taxes, insurance and other costs. Rent expense under the lease for the years ended December 31, 2002, 2001 and 2000 amount to $0, $9,240 and $10,080, respectively.

F-17

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Income Taxes:

          The provisions for income taxes benefit (expense) from operations consist of the following:

		For the Years Ended December 31,
		2002			2001		2000
Current:
	Federal	$	—		$	30,183	$	231,663
	State		—			—		28,632
			—			30,183		260,295
Deferred			(198,629	)		638,448		24,566
		$	(198,629	)	$	668,631	$	284,861

          The Company’s deferred tax asset (liability) consists of the following:

		December 31,			December 31,
		2002			2001
Deferred tax asset:
	Other	$	549,288		$	613,705
	NOL carryforward		952,558			1,600,198
			1,501,846			2,213,903
Deferred tax liability:
	Depreciation		(2,766,891	)		(2,718,734	)
			(1,265,045	)		(504,831	)
Valuation Allowance			—			(255,980	)
Net deferred tax liability		$	(1,265,045	)	$	(760,811	)

          For the years ended December 31, 2002, 2001 and 2000, the effective tax rate differs from the federal statutory rate primarily due to state income taxes and permanent differences, as follows:

		For the Years Ended December 31,
		2002			2001			2000
Statutory rate applied to income (loss) before income taxes		$	318,502		$	(1,085,471	)	$	(632,212	)
State taxes, net of federal benefit			30,913			(35,902	)		(61,362	)
Increase (decrease) in income taxes resulting from:
	Valuation Allowance		(255,980	)		—			—
	Non-Deductible items		14,599			525,015			50,557
	Other		90,595			(72,273	)		358,156
		$	198,629		$	(668,631	)	$	(284,861	)

          At December 31, 2002, the Company has available federal and state operating loss carry-forwards of approximately $3,013,000, which will expire through the year 2022.

F-18

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Commitments:

          The Company is currently leasing office space in Phoenix, Arizona under a non-cancelable operating lease agreement expiring in December 2003. The lease agreement provides for monthly payments of $9,108 from January 1, 2003 through December 31, 2003. The lease also requires the Company to pay common area maintenance, taxes, insurance and other costs. Rent under the aforementioned operating lease was $113,456, $115,059 and $96,765 for the years ended December 31, 2002, 2001 and 2000, respectively.

          The Company leases office space, batch plants, equipment, mixer trucks, property and aggregate supply under leases expiring in various years through 2010. Rent under the aforementioned operating leases were $6,641,195, $8,307,423 and $4,369,138 for the years ended December 31, 2002, 2001 and 2000, respectively. Minimum future rental payments under non-cancelable operating leases having remaining terms in excess of one year as of December 31, 2002 for each of the next five years and in aggregate are:

2003	$	4,937,836
2004		4,515,003
2005		2,775,341
2006		1,583,473
2007		1,055,044
Subsequent to 2007		2,513,023
	$	17,379,720

          The Company has entered into employment contracts with some of its executive officers and key managers that provide for an annual salary, issuance of the Company’s common stock and various other benefits and incentives. As of the end of December 31, 2002, 2001 and 2000, the total commitments, excluding benefits and incentives, amount to $829,875, $498,875 and $870,188, respectively.

          The Company is the lessee of batch plants, equipment and vehicles under capital leases expiring in various years through 2006. The assets and liabilities under a capital lease are initially recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. Each asset is depreciated over the lesser of the expected useful life or the lease term. Depreciation on the assets under capital leases charged to expense in 2002, 2001 and 2000 was $482,748, $621,147 and $762,548, respectively. At December 31, 2002 and 2001, property and equipment included $3,952,220 and $5,017,796, respectively, of vehicles and equipment under capital leases.

          Minimum future lease payments under capital leases as of December 31, 2002 for each of the next four years and in aggregate are:

2003	$	1,110,505
2004		995,788
2005		653,722
2006		414,717
Total minimum payments		3,174,732
Less: amount representing interest		(377,714	)
Present value of net minimum lease payment		2,797,018
Less: current portion		(921,306	)
	$	1,875,712

F-19

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Stockholders’ Equity:

     Preferred Stock:

          The Company has authorized 1,000,000 shares of $.001 par value preferred stock to be issued, with such rights, preferences, privileges, and restrictions as determined by the Board of Directors.

     Initial Public Offering:

          During October 1995, the Company completed an initial public offering (“Offering”) of Units of the Company’s securities. Each unit consisted of one share of $.001 par value common stock and one redeemable common stock purchase warrant (“Warrant”). Each Warrant is exercisable to purchase one share of common stock at $7.20 per share for a period of 5 years from the date of the Offering. The Offering included the sale of 1,926,250 Units at $6.00 per Unit. Net proceeds of the Offering, after deducting underwriting commissions and offering expenses of $2,122,080, amounted to $9,435,420. In connection with the Offering, the Company granted the underwriters warrants to purchase 167,500 shares of common stock at $7.20 per share for a period of twelve months from the date of the offering and for a period of four years thereafter. In September 2000, the exercise price of the warrants was reduced to $5.00 per share and the exercise period was extended until June 30, 2002. In June 2002, the exercise period was extended until December 31, 2002. The warrants expired and were de-listed at the time of market closing on December 31, 2002.

15. Litigation and Claim Matters:

          The Company is a party to legal proceedings in the ordinary course of its business. With the exception of those matters detailed below, the Company believes that the nature of these proceedings (which generally relate to disputes between the Company and its subcontractors, material suppliers or customers regarding payment for work performed or materials supplied) are typical for a construction firm of its size and scope, and no other pending proceedings are material to its financial condition.

          The following proceedings represent matters that may become material and have already been or may soon be referred to legal counsel for further action:

Requests for Equitable Adjustment to Construction Contracts. The Company has made claims as described below on the following contracts:

(1)

Five contracts with the New Mexico State Highway and Transportation Department – The approximate total value of claims on these projects is $27,605,303 of which approximately $23,889,452 is on behalf of the Company and the balance of $3,715,851 is on behalf of the prime contractor or subcontractors. The primary issues are changed conditions, plan errors and omissions, contract modifications and associated delay costs. In addition, the projects were not completed within the adjusted contract time because of events giving rise to the claims. The prosecution of the claims will include the appropriate extensions of contract time to offset any potential liquidated damages.

(2)

Clark County, Nevada – The approximate total value of claims on this project is $19,135,397 of which approximately $12,885,265 is on behalf of subcontractors. The primary issues are changed conditions, constructive changes, plan errors and omissions, contract modifications and associated delay costs.

          The above claims combined total approximately $46,740,700. Of that sum, the Company’s portion of the claims total was approximately $30,139,584 and the balance of approximately $16,601,116 pertains to prime contractor or subcontractors’ claims. Total claim amounts reported by the Company are approximate and are subject to revision as final documentation progresses and as issues are resolved and/or payments made. Relative to the aforementioned claims, the Company has recorded approximately $8,348,985 in claim revenue to offset a portion of costs incurred to date on the claims. The claims receivable is comprised of a long-term portion of $7,961,107 and a current portion of $387,878. The current portion of claims receivable results from an NMSHTD-authorized December 2002 pay estimate containing, among other past due payments, settlements on only a portion of the claims on one project. In addition, the Company has also recorded approximately $126,860 for unpaid quantities, unpaid change orders, and pending change orders in advance of receipt. Although the Company believes these amounts represent a reasonably conservative posture, any claims proceeds and payments for previously unpaid quantities, unpaid change orders and pending change orders ultimately paid to the Company

F-20

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Litigation and Claim Matters (Continued):

less than $8,475,845, net of professional fees, will reduce income. Conversely, a payment for those same items in excess of $8,475,845, net of professional fees, will increase income.

          The portion of accounts receivable pertaining to retention withheld on the contracts for which claims have been filed amounts to $2,013,897. The degree to which the Company is successful in recovering its costs from the claims may also impact the amount of retention paid by the owner. The Company believes that all retention amounts currently being held by the owners on the contracts with outstanding claims will be paid in full in accordance with the contract terms. Therefore, no allowance has been made to reduce the receivables due from the retention on the disputed contracts.

Lawsuits Filed Against Meadow Valley Contractors, Inc.

(1)	Innovative Construction Systems, Inc. (“ICS”), District Court, Clark County, NV – ICS was a subcontractor to MVCI on several projects. ICS failed to make payments of payroll, pension fund contributions and other taxes for which the Internal Revenue Service garnished any future payments due ICS on MVCI’s projects. As a result, ICS failed to supply labor to perform its work and defaulted on its subcontracts. MVCI terminated the ICS subcontracts and performed the work with MVCI’s personnel. ICS alleges it was wrongfully terminated and is asserting numerous claims for damages. ICS claims against MVCI total approximately $15,000,000. The Company does not believe ICS’ claims have merit and intends to vigorously defend against these claims and MVCI has filed counter-claims for approximately $3,000,000 seeking to recover the damages ICS has caused MVCI through its failure to perform.
(2)	Independent from, but related to the ICS issue, the Nevada State Labor Commissioner (“Commission”) filed a lawsuit against MVCI seeking payment of $452,921 from MVCI, as the prime contractor, for wages and fringes owed but not paid by ICS, MVCI’s subcontractor. In December 2002, the parties agreed to a settlement and the lawsuit was dismissed. MVCI has paid $209,888.88 and will add this amount to its counterclaims against ICS.
(3)	AnA Enterprises, LLC (“AnA”), District Court, Clark County, NV – AnA supplied equipment to MVCI on a project under terms of a variety of agreements. AnA is suing MVCI for non-payment. MVCI counter-sued for cost overruns deemed to be the responsibility of AnA. AnA’s suit against MVCI is for approximately $3,000,000. MVCI’s countersuit against AnA is for approximately $3,000,000. AnA also filed a complaint on two other projects completed in 1997 where, as a subcontractor to MVCI, they claim damages of approximately $715,000 for changed conditions. In June 2002, AnA’s lawsuit was dismissed and in November 2002 a judgment was awarded to MVCI against AnA and one of two of AnA’s managing partners. It is highly unlikely that MVCI will ever see any portion of the awarded damages due to AnA having ceased operations.
(4)	Progressive Contracting Inc. (“PCI”), District Court, Clark County, NV – PCI was a subcontractor to MVCI on a project where there is a dispute with the owner regarding delays to the project. PCI claims they were damaged by these delays in an amount in excess of $300,000. The Company believes that under the terms of the contract with PCI they are only entitled to compensation for the delays if MVCI is compensated by the owner. MVCI has submitted PCI’s claims to the owner and they are included in the total claim amount MVCI has submitted.
(5)	MVCI is defending a claimed preference, in the Third Judicial Court of Salt Lake County, in connection with a payment made to it by an insurance company, Southern America Insurance Company, in the approximate amount of $100,000. MVCI believes that the payment is not a preference, and is vigorously defending the action.
(6)	Johnson & Danley Construction Co., Inc. (“JDCC”), J.D. Materials, Inc. (“JDM”) and Joel T. Danley (“Danley”) (collectively “J&D”), Twelfth Judicial District, District of New Mexico – JDCC was the prime contractor and MVCI was a subcontractor to JDCC on two of the five contracts involved in MVCI’s disputes with the state of New Mexico. JDCC was also a subcontractor to MVCI on other contracts in New Mexico. JDM is the owner of an aggregate pit in Alamogordo, NM and leases the pit to MVCI under a mineral lease

F-21

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Litigation and Claim Matters (Continued):

	agreement. Danley is believed to be an officer and owner of JDCC and JDM. JDCC filed for Chapter 11 bankruptcy protection, which in accordance with the contract, resulted in the termination of its contracts with the New Mexico State Highway and Transportation Department (“NMSHTD”). The payment and performance bonds supplied by JDCC in connection with the two contracts for which JDCC was the prime contractor had been furnished by MVCI’s surety companies. MVCI indemnified the surety companies against losses and claims on the two contracts. Upon JDCC’s termination, the NMSHTD entered into a takeover agreement with the surety companies who subsequently entered into an agreement with MVCI to complete the work. MVCI has successfully completed the projects. In its complaint, J&D alleged, among other things, that MVCI was partially responsible for the cause of its bankruptcy and sought damages in an undetermined amount. On February 10, 2003 for mutual consideration, J&D and MVCI entered into a settlement agreement whereby the two parties dismiss their claims and counterclaims in their entirety. The parties have agreed to jointly prosecute their respective claims against the NMSHTD.
(7)	The Company and all of its Directors were served with a civil Complaint by Silver State Materials Corp. and Cyrus Spurlino (collectively “Plaintiffs”) in case no. CV-S-01-1436-KJD-LRL (USDC-NV). The Complaint primarily alleges that the Company’s October 1995 Registration Statement on Form S-1 was misleading in stating that the Company’s Directors were elected on a staggered basis because the Company’s Bylaws, providing for such staggered terms, were not so amended until April 1997, and that such amendment was not filed with the Securities and Exchange Commission. The Complaint seeks (i) injunctive relief compelling a Special Meeting of Shareholders to remove all of the Company’s Directors for cause, (ii) the election of a new Board of Directors, (iii) to compel the Company to enact amended and restated Bylaws, (iv) monetary damages in an undisclosed amount, (v) recovery of interest, fees and costs, and (vi) such other relief as the District Court may deem appropriate.
	The Company and its Directors believe that the Complaint is without merit and intend to continue their vigorous defense. On December 19, 2001, based upon the Stipulation of the Company, its Directors and the Plaintiffs, the District Court ordered an open extension of time for the Defendants to respond to the Complaint, subject to a ten (10) day written notice from Plaintiffs. At that time, the Company and the Plaintiffs were engaged in settlement discussions that included the possible sale of the Company’s subsidiary, Ready Mix, Inc. (“RMI”). NRS 78.416(2), and related statutes, apparently prohibits the Company from selling 5 percent or more of the aggregate market value of its assets to an interested stockholder. Due to this probable restriction, the Company’s Board of Directors concluded and advised the Plaintiffs that the proposed transaction involving the sale of RMI would not be in the best interests of the Company or its Shareholders. The Plaintiffs have since threatened resumption of the litigation and their intent to file an Amended Complaint (as interested Shareholders) against the Company’s Board. As of this date, the extension of time to respond to the Complaint remains open and the Plaintiffs have not served written notice requiring the Defendants’ response. Plaintiffs have not filed an Amended Complaint. The Company’s subsidiary, RMI, has not been sold, nor are there any ongoing discussions with the Plaintiffs regarding the sale of RMI. Unless the Company elects to sell RMI or its assets and redeem Plaintiffs’ Shares, further legal proceedings against the Company may occur.

16. Statement of Cash Flows:

     Non-Cash Operating Activities:

          The Company recognized operating activities that affected assets and liabilities, but did not result in cash receipts or payments. This non-cash activity is as follows:

          During the year ended December 31, 2002, the Company had a net decrease in the allowance for doubtful accounts of $275,079, due primarily to the write off of a receivable, which was secured by a second deed of trust on a parcel of land. The Company acquired the property from the first deed of trust holder prompting the write-off of the receivable.

F-22

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Statement of Cash Flows (Continued):

     Non-Cash Investing and Financing Activities:

          The Company recognized investing and financing activities that affected assets, liabilities, and equity, but did not result in cash receipts or payments. These non-cash activities are as follows:

          During the year ended December 31, 2000, the Company sold a piece of equipment for a total purchase price of $80,000. The Company received a cash payment in the amount of $20,000; a piece of equipment valued at $20,000 and accepted the remaining $40,000 to be paid in two equal installments of $20,000. Included in accounts receivable, net at December 31, 2000, is $40,000 related to the aforementioned sale. During the first quarter of 2001, the Company had collected the entire accounts receivable amount.

          During the years ended December 31, 2002, 2001 and 2000, the Company financed the purchase of property, plant and equipment in the amounts of $2,500,099, $2,141,357 and $4,044,329, respectively.

          During the year ended December 31, 2002, the Company financed the purchase of the annual workers’ compensation and general liability insurance policies in the amount of $1,237,960.

17. Significant Customers:

          For the years ended December 31, 2002, 2001 and 2000, the Company recognized a significant portion of its revenue from four Customers (shown as an approximate percentage of total revenue):

	For the Years Ended December 31,
	2002			2001			2000
A		21.4	%		21.9	%		17.5	%
B		14.8	%		12.5	%		16.3	%
C		11.6	%		14.7	%		6.1	%
D		1.1	%		9.6	%		23.0	%

          At December 31, 2002 and 2001, amounts due from the aforementioned Customers included in restricted cash and accounts receivables, are as follows:

	For the Years Ended December 31,
	2002		2001
A	$	3,721,503	$	3,809,567
B		1,006,668		6,255,403
C		2,913,529		2,218,976
D		200,405		350,962

18. Stock Option Plan:

          In November 1994, the Company adopted a Stock Option Plan providing for the granting of both qualified incentive stock options and non-qualified stock options. The Company has reserved 1,200,000 shares of its common stock for issuance under the Plan. Granting of the options is at the discretion of the Board of Directors and may be awarded to employees and consultants. Consultants may receive only non-qualified stock options. The maximum term of the stock options are 10 years and may be exercised as follows: 33.3% after one year of continuous service, 66.6% after two years of continuous service and 100% after three years of continuous service. The exercise price of each option is equal to the market price of the Company’s common stock on the date of grant.

F-23

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Stock Option Plan (Continued):

          The following summarized the stock option transactions:

					Weighted Average
		Shares			Price per Share
Outstanding January 1, 2000			772,875		$	5.12
	Forfeited		(101,525	)		5.23
Outstanding December 31, 2000			671,350			5.11
	Granted		201,300			2.44
	Forfeited		(101,000	)		4.80
Outstanding December 31, 2001			771,650			4.45
	Forfeited		(27,625	)		4.29
Outstanding December 31, 2002			744,025			4.46

          Information relating to stock options at December 31, 2002 summarized by exercise price is as follows:

	Outstanding						Exercisable
			Weighted Average						Weighted Average
			Remaining
Exercise Price Per Share	Shares		Life ( In Years)		Exercise Price		Shares		Exercise Price
$6.25		134,475		3		6.25		134,475		6.25
$5.41		2,500		4		5.41		2,500		5.41
$4.375		140,800		4		4.375		140,800		4.375
$5.31		80,000		5		5.31		80,000		5.31
$5.875		85,900		6		5.875		85,900		5.875
$4.563		20,000		7		4.563		20,000		4.563
$4.00		20,000		7		4.00		20,000		4.00
$3.875		78,500		7		3.875		78,500		3.875
$2.438		181,850		9		2.438		60,617		2.438
$2.438 to $6.25		744,025			$	4.46		622,792	$	4.85

F-24

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Stock Option Plan (Continued):

          All stock options issued to employees have an exercise price not less than the fair market value of the Company’s Common Stock on the date of grant. In accordance with accounting for such options utilizing the intrinsic value method, there is no related compensation expense recorded in the Company’s financial statements for the years ended December 31, 2002, 2001 and 2000. Had compensation cost for stock-based compensation been determined based on the fair value of the options at the grant dates consistent with the method of SFAS 123, the Company’s net income (loss) and earnings per share for the years ended December 31, 2002, 2001 and 2000 would have been reduced to the proforma amounts presented below:

		2002			2001			2000
Net income (loss), as reported		$	738,141		$	(2,523,931	)	$	(1,574,586	)
Add: Stock-based Employee compensation expense included in reported income, net of related tax effects			—			—			—
Deduct: Total stock-based Employee compensation expense determined under fair value based methods for all awards, net of related tax effects			(105,827	)		(101,797	)		(147,402	)
Pro forma net income (loss)		$	632,314		$	(2,625,728	)	$	(1,721,988	)
Basic net income (loss) per common share
	As Reported	$	0.21		$	(0.71	)	$	(0.44	)
	Pro forma		0.18			(0.74	)		(0.49	)
Diluted net income (loss) per common share
	As Reported	$	0.21		$	(0.71	)	$	(0.44	)
	Pro forma		0.18			(0.74	)		(0.49	)

          The fair value of option grants is estimated as of the date of grant utilizing the Black-Scholes option-pricing model with the following weighted average assumptions for grants in 2001: expected life of options of 5 years, expected volatility of 60.85%, risk-free interest rates of 8%, and a 0% dividend yield. The weighted average fair value at date of grant for options granted during 2001 was approximated $.97.

19. Basic Earnings (Loss) Per Share:

          The Company’s basic net income (loss) per share at December 31, 2002, 2001 and 2000 were computed by dividing net income (loss) for the period by 3,559,938, 3,559,938 and 3,549,458, respectively, the basic weighted average number of common shares outstanding during the period.

          The Company’s diluted net income per common share at December 31, 2002 is computed based on the weighted average number of shares of common stock outstanding during the period. Options to purchase 744,025 at a range of $2.438 to $6.25 per share were outstanding during 2002, but were not included in the computation of diluted net income per common shares because the options’ exercise price was greater than the average market price of the common share.

          The Company’s diluted net loss per common share at December 31, 2001 is computed based on the weighted average number of shares of common stock outstanding during the period. Options to purchase 771,650 at a range of $2.438 to $6.25 per share were outstanding during 2001, but were not included in the computation of diluted net loss per common shares because the options’ exercise price was greater than the average market price of the common share.

          The Company’s diluted net loss per common share at December 31, 2000 is computed based on the weighted average number of shares of common stock outstanding during the period. Options to purchase 671,350 at a range of $3.875 to $6.25 per share were outstanding during 2000, but were not included in the computation of diluted net loss per common share because the options’ exercise price was greater than the average market price of the common share.

F-25

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. NASDAQ Stock Market Notifications:

          The NASDAQ Stock Market notified the Company in writing on November 8, 2002 that the price of the Company’s stock had closed below the minimum $1.00 per share required for continued inclusion under Marketplace Rule 4310(c)(4) (the “Rule”). The Company will be provided 180 calendar days, or until May 7, 2003, to regain compliance. If, at any time before May 7, 2003, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive trading days, the NASDAQ staff will provide written notification that the Company complies with the Rule.

          The NASDAQ Stock Market notified the Company in writing on March 11, 2003 that the price of the Company’s stock closing bid price has been at $1.00 per share or greater for at least 10 consecutive trading days, therefore regaining compliance with the Marketplace Rule 4310(c)(4).

21. Subsequent Events:

          In January 2003, the Company financed the purchase of two pieces of equipment in the amount of $103,750. The note payable obligations have an interest rate of 6.75%, with combined monthly payments of $3,192, and are due January 2005.

          In January 2003, the Company leased 10 mixer trucks, with a combined monthly payment of $22,706. The operating lease expires in January 2008

          In January 2003, the Company entered an agreement to sell the land held for sale for $1,000,000. The agreement calls for a 60-day feasibility period during which the purchaser has the ability to cancel the agreement with no penalties or loss of deposit. The completion of the transaction will occur within 15 days after the end of the feasibility period.

          In February 2003, the Company entered into a settlement agreement with mutual consideration, between the Company and Johnson & Danley Construction Co., Inc. whereby the two parties dismiss their claims and counterclaims in their entirety.

          In February 2003, the Company amended and renewed the line of credit agreement, which had an effective date of December 31, 2002. Under the terms of the amended agreement, the interest rate remained Chase Manhattan Bank’s prime rate, plus 1.5% through January 1, 2004 at which time the line of credit converts to a term agreement requiring monthly principal and interest payments through December 31, 2007.

          In February 2003, the Company leased 5 mixer trucks, with a combined monthly payment of $11,270. The operating lease expires in January 2008.

          In March 2003, the Company is in negotiations to execute employment agreements with some of its key officers that provide for an annual salary and various other benefits and incentives. The total commitments, excluding benefits and incentives, will likely amount to $1,169,250.

22. Other Informative Disclosures:

          The construction materials operation manufactures and distributes ready mix concrete and sand and gravel products in the Las Vegas, NV and Phoenix, AZ markets. Prospective customers include concrete subcontractors, prime contractors, homebuilders, commercial and industrial property developers, pool builders and homeowners. Construction materials sales first began from a single location in March 1997 and, by the end of 2000, expanded to two locations in the Las Vegas, NV vicinity, one location in the Moapa, NV vicinity and two locations in the Phoenix, AZ vicinity.

          The construction services operation of the Company generates revenue by providing construction services, usually under terms of a contract with an owner or a subcontract with another contractor.

F-26

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

22. Other Informative Disclosures (Continued):

          The following is a summary of certain financial information of the Company’s two main areas of operations for 2002, 2001 and 2000:

	Construction			Construction
	Services			Materials
For the twelve months ended December 31, 2002
Gross revenue	$	114,245,704		$	38,849,418
Intercompany revenue		—			2,047,854
Cost of revenue		110,603,682			34,959,843
Interest income		146,354			10,482
Interest expense		(279,636	)		(161,949	)
Depreciation and amortization		1,698,828			1,117,578
Income (loss) before taxes		(813,327	)		1,750,097
Income tax benefit (expense)		299,166			(497,795	)
Net income (loss)		(514,161	)		1,252,302
Total assets		39,535,610			16,002,486
For the twelve months ended December 31, 2001
Gross revenue	$	143,129,246		$	32,625,131
Intercompany revenue		—			1,691,229
Cost of revenue		140,058,139			31,037,877
Interest income		299,887			19,910
Interest expense		(302,489	)		(183,448	)
Depreciation and amortization		1,999,626			811,416
Income (loss) before taxes		(2,698,403	)		(494,159	)
Income tax benefit (expense)		756,333			(87,702	)
Net income (loss)		(1,942,070	)		(581,861	)
Total assets		47,963,143			14,185,899
For the twelve months ended December 31, 2000
Gross revenue	$	144,608,886		$	20,330,715
Intercompany revenue		—			1,366,343
Cost of revenue		140,684,222			19,617,224
Interest income		614,118			32,362
Interest expense		(177,850	)		(73,146	)
Depreciation and amortization		2,018,501			662,536
Income (loss) before taxes		(532,354	)		(1,327,093	)
Income tax benefit (expense)		(210,145	)		495,006
Net income (loss)		(742,499	)		(832,087	)
Total assets		42,043,028			13,343,002

          There are no differences in accounting principles between the operations. All centrally incurred costs are allocated to the construction services operation. Intercompany revenue is eliminated at cost to arrive at consolidated revenue and cost of revenue.

F-27

MEADOW VALLEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23. Quarterly Financial Data (Unaudited):

	March 31,			June 30,			September 30,			December 31,
2002
Revenue	$	35,005,133		$	41,976,217		$	37,523,094		$	36,542,824
Gross profit		1,642,374			2,119,617			1,477,462			2,292,144
Income from operations		114,097			723,829			41,977			52,754
Net income		20,307			392,754			40,807			284,273
Basic net income per common share		0.01			0.11			0.01			0.08
Diluted net income per common share		0.01			0.11			0.01			0.08
Basic weighted average common shares outstanding		3,559,938			3,559,938			3,559,938			3,559,938
Diluted weighted average common shares outstanding		3,559,938			3,559,938			3,559,938			3,559,938
2001
Revenue	$	35,353,537		$	45,476,667		$	52,619,530		$	40,613,414
Gross profit		190,604			2,150,370			2,205,774			111,613
Income (loss) from operations		(1,548,077	)		417,024			704,325			(2,977,534	)
Net income (loss)		(1,017,359	)		537,702			325,453			(2,369,727	)
Basic net income (loss) per common share		(0.29	)		0.15			0.09			(0.66	)
Diluted net income (loss) per common share		(0.29	)		0.15			0.09			(0.66	)
Basic weighted average common shares outstanding		3,559,938			3,559,938			3,559,938			3,559,938
Diluted weighted average common shares outstanding		3,559,938			3,559,938			3,559,938			3,559,938
2000
Revenue	$	38,589,472		$	45,378,857		$	44,434,571		$	35,170,358
Gross profit		1,784,830			1,413,572			1,742,034			(302,281	)
Income (loss) from operations		210,286			(61,337	)		(50,655	)		(2,237,979	)
Net income (loss)		227,164			15,366			17,515			(1,834,631	)
Basic net income (loss) per common share		0.06			0.01			—			(0.51	)
Diluted net income (loss) per common share		0.06			0.01			—			(0.51	)
Basic weighted average common shares outstanding		3,518,018			3,559,938			3,559,938			3,559,938
Diluted weighted average common shares outstanding		3,518,018			3,559,938			3,559,938			3,559,938

F-28

Certification

I, Bradley E. Larson, certify that:

1.	I have reviewed this annual report on Form 10-K of Meadow Valley Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003  /s/  Bradley E. Larson
Bradley E. Larson
President and Chief Executive Officer

F-29

Certification

I, Clint Tryon, certify that:

1.	I have reviewed this annual report on Form 10-K of Meadow Valley Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003  /s/  Clint Tryon
Clint Tryon
Secretary, Treasurer and
Principal Accounting Officer

F-30

Index to Exhibits

Exhibit
No.	Title
1.01	Form of Underwriting Agreement with Spelman & Co., Inc (1)
1.02	Form of Selected Dealer Agreement (1)
1.03	Form of Representatives’ Warrant (1)
1.04	Consulting Agreement with the Representative (1)
1.05	Form of Amended Underwriting Agreement (Spelman & Co., Inc.) (1)
1.06	Form of Amended Representatives’ Warrant (Spelman & Co., Inc.) (1)
1.07	Form of Underwriting Agreement (H D Brous & Co., Inc.) (1)
1.08	Form of Selected Dealer Agreement (H D Brous & Co., Inc.) (1)
1.09	Form of Representatives’ Unit Warrant ( H D Brous & Co., Inc.) (1)
1.10	Warrant Agreement (1)
1.11	Agreement Among Underwriters (1)
1.12	Form of Underwriting Agreement (H D Brous & Co., Inc. and Neidiger/Tucker/Bruner, Inc.) (1)
1.13	Form of Agreement Among Underwriters (H D Brous & Co., Inc. and Neidiger/Tucker/Bruner, Inc.) (1)
1.14	Form of Selected Dealer Agreement (H D Brous & Co., Inc. and Neidiger/Tucker/Bruner, Inc.) (1)
1.15	Form of Representatives’ Warrant Agreement, including Form of Representatives’ Warrant (H D Brous & Co., Inc. and Neidiger/Tucker/Bruner, Inc.) (1)
3.01	Articles of Incorporation and Amendments thereto of the Registrant (1)
3.02	Bylaws of the Registrant (1)
3.03	Bylaws of the Registrant Effective October 20, 1995 (1)
3.04	Bylaws of the Registrant Effective April 28, 1997 (13)
5.01	Opinion of Gary A. Agron, regarding legality of the Common Stock (includes Consent) (1)
5.02	Opinion of Gary A. Agron, regarding legality of the Units, Common Stock and Warrants (1)
10.01	Incentive Stock Option Plan (1)
10.02	Office lease of the Registrant (1)
10.03	Office lease of the Registrant (1)
10.04	Contract between the State of Arizona and the Registrant dated October 22, 1993 (1)
10.05	Surety Bond between the Registrant and St. Paul Fire & Marine Insurance Company (1)
10.06	Surety Bond between the Registrant and United States Fidelity and Guaranty Company (1)
10.07	Contract between Clark County, Nevada and the Registrant dated October 6, 1992 (1)
10.08	Surety Bond between the Registrant and St. Paul Fire and Marine Insurance Company (1)
10.09	Agreement between Salt Lake City Corporation and the Registrant dated May 5, 1993 (1)

Exhibit
No.	Title
10.10	Contract between Clark County, Nevada and the Registrant dated July 21, 1993 (1)
10.11	Contract between Clark County, Nevada and the Registrant dated August 17, 1993 (1)
10.12	Promissory Note executed by Robert C. Lewis and Richard C. Lewis (1)
10.13	Promissory Note executed by Moapa Developers, Inc. (1)
10.14	Promissory Note executed by Paul R. Lewis (1)
10.15	Contract between Clark County, Nevada and the Registrant dated September 7, 1993 (1)
10.16	Agreement between Salt Lake City Corporation and the Registrant dated February 11, 1994 (1)
10.17	Contract between Northwest/Cheyenne Joint Venture and the Registrant dated March 16, 1994 (1)
10.18	Contract between Clark County, Nevada and the Registrant dated April 5, 1994 (1)
10.19	Statutory Payment Bond dated September 8, 1994 (1)
10.20	Employment Agreement with Mr. Lewis (1)
10.21	Employment Agreement with Mr. Black (1)
10.22	Employment Agreement with Mr. Terril (1)
10.23	Employment Agreement with Mr. Nelson (1)
10.24	Employment Agreement with Ms. Danley (1)
10.25	Employment Agreement with Mr. Jessop (1)
10.26	Employment Agreement with Mr. Larson (1)
10.27	Stock Purchase Agreement (1)
10.28	Form of Lockup Letter (1)
10.29	Revolving Credit Loan Agreement (1)
10.30	Contract Award Notification — Arizona Department of Transportation (1)
10.31	Contract Award Notification — McCarran International Airport (1)
10.32	Contract Award Notification — City of Henderson (1)
10.33	Contract between Registrant and Arizona Department of Transportation (1)
10.34	Contract between Registrant and Arizona Department of Transportation (1)
10.35	Office Lease of the Registrant (1)
10.36	Contract between Registrant and Arizona Department of Transportation (2)
10.37	Contract Award Notification — Clark County (2)
10.38	Joint Venture Agreement (2)
10.39	Employment Agreement with Mr. Grasmick (2)
10.40	Contract between Registrant and Clark County , Nevada (2)
10.41	Contract between Registrant and Clark County , Nevada (2)
10.42	Contract between Registrant and Utah Department of Transportation (2)
10.43	Contract between Registrant and Arizona Department of Transportation (2)
10.44	Promissory Note executed by Nevada State Bank (2)
10.45	Escrow Settlement Documents and related Promissory Note (2)
10.46	Conveyor Sales Contract and Security Agreement (2)
10.47	CAT Financial Installment Sale Contract (2)
10.48	Second and Third Amendments to Office Lease of Registrant (2)
10.49	Lease Agreement with US Bancorp (2)
10.50	Lease Agreement with CIT Group (2)
10.51	CAT Financial Installment Sale Contract (3)
10.52	CAT Financial Installment Sale Contract (3)
10.53	CAT Financial Installment Sale Contract (3)
10.54	CAT Financial Installment Sale Contract (3)
10.55	CAT Financial Installment Sale Contract (3)

Exhibit
No.	Title
10.56	Escrow Settlement Documents (3)
10.57	Promissory Note executed by General Electric Capital Corporation (3)
10.58	Promissory Note executed by General Electric Capital Corporation (3)
10.59	Promissory Note executed by General Electric Capital Corporation (3)
10.60	Promissory Note executed by General Electric Capital Corporation (3)
10.61	Promissory Note executed by Nevada State Bank (3)
10.62	KDC Sales Contract (3)
10.63	Lease Agreement with CIT (3)
10.64	Lease Agreement with CIT (3)
10.65	Contract between Registrant and Utah Department of Transportation (3)
10.66	Contract between Registrant and Clark County, Nevada (3)
10.67	Contract between Registrant and New Mexico State Highway and Transportation Department (3)
10.68	Contract between Registrant and Salt Lake City Corporation (3)
10.69	Contract between Registrant and Utah Department of Transportation (3)
10.70	Contract between Registrant and Arizona Department of Transportation (3)
10.71	Contract between Registrant and Nevada Department of Transportation (3)
10.72	Employment and Indemnification Agreements with Mr. Nelson (3)
10.73	Employment and Indemnification Agreements with Mr. Terril (3)
10.74	Employment and Indemnification Agreements with Mr. Lewis (3)
10.75	Employment and Indemnification Agreements with Mr. Larson (3)
10.76	Employment and Indemnification Agreements with Mr. Burnell (3)
10.77	Lease Agreement with Banc One Leasing Corp. (4)
10.78	Lease Agreement with Banc One Leasing Corp. (4)
10.79	Lease Agreement with Banc One Leasing Corp. (4)
10.80	Lease Agreement with US Bancorp (4)
10.81	Security Agreement with Associates Commercial Corporation (4)
10.82	Lease Agreement with Caterpillar Financial Services (4)
10.83	Contract between Registrant and Clark County, Nevada (4)
10.84	Contract between Registrant and Arizona Department of Transportation (4)
10.85	Contract between Registrant and New Mexico State Highway and Transportation Department (4)
10.86	Contract between Registrant and New Mexico State Highway and Transportation Department (4)
10.87	Contract between Registrant and New Mexico State Highway and Transportation Department (4)
10.88	Joint Venture Agreement between Registrant and R.E. Monks Construction Co. (4)
10.89	Contract between Meadow Valley Contractors, Inc./R.E. Monks Construction Co. (JV) and the Arizona Department of Transportation (4)
10.90	Contract between the Registrant and Utah Department of Transportation (4)
10.91	Contract between the Registrant and Clark County, Nevada (4)
10.92	General Agreement of Indemnity between the Registrant and Liberty Mutual Insurance Company (4)
10.93	Employment Agreement with Mr. Larson (4)
10.94	Lease Agreement between the Registrant and Ken Nosker (4)
10.95	Promissory Note executed by General Electric Capital Corporation (5)
10.96	Promissory Note executed by General Electric Capital Corporation (5)
10.97	Promissory Note executed by John Deere Construction Equipment Company (5)
10.98	Promissory Note executed by John Deere Construction Equipment Company (5)
10.99	Transfer and Assumption Agreement executed by Associates Leasing, Inc. (5)
10.100	Lease Agreement with Banc One Leasing Corp. (5)
10.101	Lease Agreement with Caterpillar Financial Services (5)

Exhibit
No.	Title
10.102	Lease Agreement with Trinity Capital Corporation (5)
10.103	Lease Agreement with Banc One Leasing Corp. (5)
10.104	Wheeler Machinery Co. Installment Sale Contract (5)
10.105	Wheeler Machinery Co. Installment Sale Contract (5)
10.106	Bank One, Arizona Restated Revolving Line of Credit Note (5)
10.107	Promissory Note executed by General Electric Capital Corporation (5)
10.108	Employment Agreement with Mr. Larson (5)
10.109	Lease Agreement with Banc One Leasing Corp. (5)
10.110	Master Lease Agreement with Banc One Leasing Corp. (5)
10.111	Contract between Registrant and Arizona Department of Transportation (5)
10.112	Contract between Registrant and Arizona Department of Transportation (5)
10.113	Contract between Registrant and Utah Department of Transportation (5)
10.114	Contract between Registrant and Flood Control District of Maricopa County (5)
10.115	Contract between Registrant and Johnson and Danley Construction Co., Inc. (5)
10.116	Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.117	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.118	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.119	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.120	Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.121	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.122	Master Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.123	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.124	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.125	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.126	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.127	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.128	Master Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.129	Security Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.130	Office lease of the Registrant (6)
10.131	Transfer and Assumption Agreement with Caterpillar Financial Services Corporation (6)
10.132	Installment Sale Contract with Caterpillar Financial Services Corporation (6)
10.133	Property Lease and Aggregate Supply Agreement with Sun State Rock & Materials Corp. (6)
10.134	Property Lease and Aggregate Supply Agreement with Clay R. Oliver d.b.a. Oliver Mining Company (6)
10.135	Security Agreement with John Deere Construction Equipment Company (6)
10.136	Master Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.137	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.138	Lease Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.139	Security Agreement with Associates Leasing, Inc. (6)
10.140	Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (6)
10.141	Lease Agreement with Banc One Leasing Corporation (6)
10.142	Office lease of the Registrant (6)
10.143	Security Agreement with John Deere Construction Equipment Company (6)
10.144	Contract between Registrant and Nevada Department of Transportation (6)
10.145	Contract between Registrant and Arizona Department of Transportation (6)
10.146	Joint Venture Agreement between Registrant and R.E. Monks Construction Co., LLC (6)
10.147	Contract between Registrant and Nevada Department of Transportation (6)

Exhibit
No.	Title
10.148	Installment Sale Contract with Caterpillar Financial Services Corporation (7)
10.149	Lease Agreement with Associates Leasing, Inc. (8)
10.150	Lease Agreement with M&I First National Leasing Corp. (8)
10.151	Lease Agreement with Trinity Capital Corporation (8)
10.152	Security Agreement with FCC Equipment Financing, Inc. (9)
10.153	Lease Agreement with CitiCapital (9)
10.154	Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (9)
10.155	Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (9)
10.156	Lease Agreement with Thomas Mining, LLC (9)
10.157	Employment Agreement with Mr. Kiesel (9)
10.158	Security Agreement with Volvo Commercial Finance LLC The Americas (9)
10.159	Letter of Intent with RMI Enterprises, LLC (12)
10.160	Lease Agreement with The CIT Group/Equipment Financing, Inc. (13)
10.161	Lease Agreement with Associates Leasing, Inc. (13)
10.162	Office Lease Agreement (13)
10.163	Lease Agreement with Caterpillar Financial Services Corporation (13)
10.164	Security Agreement with John Deere Construction Equipment & Forestry Company (13)
10.165	Lease Extension with U.S. Bancorp Leasing & Financial (13)
10.166	Security Agreement with The CIT Group/Equipment Financing, Inc. (13)
10.167	Security Agreement with The CIT Group/Equipment Financing, Inc. (13)
10.168	Amendment No. 1 to Restated and Amended Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (13)
10.169	Security Agreement with The CIT Group/Equipment Financing, Inc. (13)
10.170	Indemnification Agreement with Robert R. Morris (13)
10.171	Indemnification Agreement with Nicole R. Smith (13)
10.172	Indemnification Agreement with Alan A. Terril (13)
10.173	Indemnification Agreement with Bradley E. Larson (13)
10.174	Indemnification Agreement with Kenneth D. Nelson (13)
10.175	Installment Sale Contract with Caterpillar Financial Services Corporation (13)
10.176	Contract between Registrant and Clark County, Nevada (13)
10.177	Contract between Registrant and U.S. Army Corp of Engineers (13)
10.178	Contract between Registrant and Utah Department of Transportation (13)
10.179	Contract between Registrant and Clark County, Nevada (13)
10.180	Contract between Registrant and Utah Department of Transportation (13)
10.181	Contract between Registrant and Clark County, Nevada (13)
10.182	Lease Extension with The CIT Group/Equipment Financing, Inc. (13)
10.183	Asset Purchase Agreement between United Metro Materials Inc. and the Registrant (13)
10.184	Engagement Letter with AMG Financing Capital, Inc. (13)
10.185	Amendment No. 2 to Restated and Amended Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc. (13)
10.186	Notice of Termination of Non-Binding Letter of Intent with RMI Enterprises, LLC (13)
10.187	Security Agreement with Key Equipment Finance, a Division of Key Corporate Capital Inc. (14)
10.188	Amendment No. 1 to Security Agreement with Key Equipment Finance, a Division of Key Corporate Capital Inc. (15)

Exhibit
No.	Title
10.189	Employment Agreement with Robert DeRuiter (15)
10.190	Addendum to Employment Contracts for Brad Larson, Ken Nelson, Ron Lewis and Alan Terril (15)
10.191	General Agreement of Indemnity between the Registrant and Liberty Mutual Insurance Company (15)
10.192	Security Agreement with The CIT Group/Equipment Financing, Inc. (15)
10.193	Office Lease Agreement (16)
10.194	Lease Agreement with The CIT Group/Equipment Financing, Inc. (16)
10.195	Security Agreement with Astec Financial Services, Inc. (16)
10.196	Security Agreement with Cananwill, Inc. (16)
10.197	Security Agreement with Astec Financial Services, Inc. (16)
10.198	Security Agreement with Caterpillar Financial Services Corporation (16)
10.199	Security Agreement with Deere Credit, Inc. (16)
10.200	Promissory Note executed by Nevada State Bank (16)
10.201	Employment Agreement with Nicole R. Smith (16)
10.202	Employment Agreement with Robert Morris (16)
10.203	Employment Agreement with Robert Bottcher (16)
10.204	Employment Agreement with Robert Terril (16)
10.205	Employment Agreement with Sam Grasmick (16)
10.206	Purchase Agreement with Nevada Title Company (16)
10.207	Security Agreement with The CIT Group/Equipment Financing, Inc. (16)
10.208	Contract between Registrant and Arizona Department of Transportation
10.209	Contract between Registrant and City of Phoenix
10.210	Contract between Registrant and Arizona Department of Transportation
10.211	Contract between Registrant and Federal Highway Administration
10.212	Contract between Registrant and Arizona Department of Transportation
10.213	Contract between Registrant and Utah Department of Transportation
10.214	Contract between Registrant and Arizona Department of Transportation
10.215	Agreement with Fisher Sand and Gravel Co. to act as the Company’s co-indemnitor
10.216	Contract between Registrant and City of North Las Vegas
10.217	Renewal and Amendment of Amended and Restated Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc.
10.218	Renewal and Amendment of Revolving Loan Agreement with The CIT Group/Equipment Financing, Inc.
10.219	Lease Agreement with Oshkosh/McNeilus
10.220	Security Agreement with Wagner Equipment Co.
10.221	Security Agreement with Wagner Equipment Co.
10.222	Sales Agreement with Conde Del Mar Properties, L.L.C.
10.223	Notice of Assignment of Security Agreement from Astec Financial Services to The CIT Group/Equipment Financing, Inc.
10.224	Notice of Assignment of Security Agreement from Astec Financial Services to The CIT Group/Equipment Financing, Inc.
10.225	Notice of Assignment of Lease Agreement from The CIT Group/Equipment Financing, Inc. to General Electric Capital Corporation

Exhibit
No.	Title
10.226	Notice of Assignment of Lease Agreement from The CIT Group/Equipment Financing, Inc. to General Electric Capital Corporation
10.227	Employment Agreement with Bradley E. Larson
10.228	Employment Agreement with Kenneth D. Nelson
10.229	Employment Agreement with Alan A. Terril
10.230	Indemnification Agreement with Clint Tryon
16.01	Letter re: Change in Certifying Accountant (1)
21.01	Subsidiaries of the Registrant (1)
23.01	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.02	Consent of Semple & Cooper (Meadow Valley Corporation) (1)
23.03	Consent of Gary A. Agron, Esq. (See 5.01, above) (1)
23.04	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.05	Consent of BDO Seidman, LLP (Meadow Valley Corporation) (1)
23.06	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.07	Consent of BDO Seidman, LLP (Meadow Valley Corporation) (1)
23.08	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.09	Consent of BDO Seidman, LLP (Meadow Valley Corporation and Meadow Valley Contractors, Inc.) (1)
23.10	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.11	Consent of BDO Seidman, LLP (Meadow Valley Corporation and Meadow Valley Contractors, Inc.) (1)
23.12	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.13	Consent of BDO Seidman, LLP (Meadow Valley Corporation and Meadow Valley Contractors, Inc.) (1)
23.14	Consent of Semple & Cooper (Meadow Valley Contractors, Inc.) (1)
23.15	Consent of BDO Seidman, LLP (Meadow Valley Corporation and Meadow Valley Contractors, Inc.) (1)
99.1	Civil complaint by Silver State Materials Corp., et. al. vs. Meadow Valley Corporation, et. al. (10)
99.2	Exhibits to civil complaint by Silver State Materials Corp., et. al. vs. Meadow Valley Corporation, et. al. (11)
99.3	Press release by Meadow Valley Corporation to sell its Ready Mix Subsidiary (12)
99.4	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Bradley E. Larson (15)
99.5	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Nicole R. Smith (15)
99.6	Nasdaq Listing Qualifications warning (15)
99.7	Nasdaq Listing Qualifications compliance (16)
99.8	Nasdaq Listing Qualifications warning (16)
99.9	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Bradley E. Larson (16)
99.10	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Clint Tryon (16)
99.11	Nasdaq Listing Qualifications warning (16)
99.12	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Bradley E. Larson
99.13	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Clint Tryon
99.14	Nasdaq Listing Qualifications compliance

Exhibit
No.	Title
(1)	Incorporation by reference to the Company’s Registration Statement on Form S-1, File Number 33-87750 declared effective on October 16, 1995
(2)	Incorporated by reference to the Company’s December 31, 1996 Annual Report on Form 10-K
(3)	Incorporated by reference to the Company’s December 31, 1997 Annual Report on Form 10-K
(4)	Incorporated by reference to the Company’s December 31, 1998 Annual Report on Form 10-K
(5)	Incorporated by reference to the Company’s December 31, 1999 Annual Report on Form 10-K
(6)	Incorporated by reference to the Company’s December 31, 2000 Annual Report on Form 10-K
(7)	Incorporated by reference to the Company’s March 31, 2001 Form 10-Q
(8)	Incorporated by reference to the Company’s June 30, 2001 Form 10-Q
(9)	Incorporated by reference to the Company’s September 30, 2001 Form 10-Q
(10)	Incorporated by reference to the Company’s November 20, 2001 Form 8-K
(11)	Incorporated by reference to the Company’s November 20, 2001 Form 8-K/A
(12)	Incorporated by reference to the Company’s February 14, 2002 Form 8-K
(13)	Incorporated by reference to the Company’s December 31, 2001 Annual Report on Form 10-K
(14)	Incorporated by reference to the Company’s March 31, 2002 Form 10-Q
(15)	Incorporated by reference to the Company’s June 30, 2002 Form 10-Q
(16)	Incorporated by reference to the Company’s September 30, 2002 Form 10-Q

EX-10.208 3 p67539exv10w208.txt EX-10.208 Exhibit 10.208 [ADOT logo] ARIZONA DEPARTMENT OF TRANSPORTATION INTERMODAL TRANSPORTATION DIVISION CONTRACTS & SPECIFICATIONS SECTION 1651 W JACKSON ST. ROOM 121F PHOENIX, ARIZONA 85007-3217 Phone (602) 712-7221 Fax (602) 712-6956 JANE DEE HULL DICK WRIGHT Governor May 20, 2002 State Engineer VICTOR M. MENDEZ Director Meadow Valley Contractors, Inc. PO Box 60726 Phoenix, AZ 85082-0726 RE: 060 MA 174 H463201C 060 MA 174 H463301C STP-060-C(5)A STP-060-C(6)A PHOENIX GLOBE HIGHWAY (US 60) PHOENIX GLOBE HIGHWAY (US 60) (Rural Road T.I.) (McClintock Drive T.I.) 060 MA 180 H463801C CM-STP-060-C(9)A PHOENIX-GLOBE HIGHWAY (US 60) (Mesa Drive T.I.) ITEM #24101,24201,17702 At a Meeting on May 17, 2002, the Transportation Board awarded a contract for the construction of the above referenced project to you in accordance with the proposal you submitted to this Department on April 26, 2002. This is your Notice of Award of Contract. In accordance with subsection 103.08 of the Specifications, you shall sign the contract and return it with satisfactory contract bonds no later than 5 calendar days after the date of this notice of award. Your submittal shall include the required Certificate of Insurance and Workers Compensation documents. The Department will not execute the contract until all documentation is submitted and work shall not start nor shall there be a partnering meeting nor a preconstruction conference until the contract is fully executed. In accordance with subsection 108.02 of the Standard Specifications, you shall begin work on or before June 3, 2002. Contract time will be charged commencing on that date. Contact the Construction Supervisor as shown on the advertisement for proposals to arrange a Preconstruction Conference. We look forward to working with your company toward the successful completion of this project. Sincerely, /s/ Barry Crockett BARRY CROCKETT Engineer-Manager BC:erb cc: District Engineer Resident Engineer PRINTED [ILLEGIBLE] BID SCHEDULE 060 MA 174 H463201C, 060 MA 175 H463301C, 060 MA 180 H463801C

ITEM NO. ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE EXTENDED AMOUNT REMOVAL OF STRUCTURES AND OBSTRUCTIONS US 60/MESA DR. T.I. 50502161 ABANDON (18" STORM DRAIN) EACH 1 400.00 400.00

BID TOTAL: 5,593,990.86 4/26/02 CONTRACT AGREEMENT THIS AGREEMENT, made and entered into this 20TH day of MAY, 2002. by and between the STATE OF ARIZONA, acting by and through its State Engineer duly authorized by the Director, Arizona Department of Transportation to enter into such agreement, party of the first part, and MEADOW VALLEY CONTRACTORS, INC. hereinafter called the Contractor, party of the second part. WITNESSETH: That the said Contractor, for in consideration of the sum to be paid him by said State Arizona in the manner and at the time hereinafter provided, and of the other covenants and agreements herein contained, hereby agrees, for himself, heirs, administrators, successors and assigns as follows: ARTICLE 1 - SCOPE OF WORK: The Contractor shall perform in a workmanlike and substantial manner and to the satisfaction of the State Engineer, all the work specified under TRACS/Project No. 060 MA 174 H463201C STP-060-C(5)A 060 MA 175 H463301C STP-060-C(6)A 060 MA 180 H463801C CM-STP-060-C(9)A PHOENIX - GLOBE HIGHWAY (US-60) PHOENIX - GLOBE HIGHWAY (US-60) PHOENIX - GLOBE HIGHWAY (US-60) (Rural Road T.I.) (McClintock Drive T.I.) (Mesa Drive T.I.) and furnish at his own cost and expense all necessary machinery, tools, apparatus, materials and labor to complete the work in the most substantial and workmanlike manner according to the Plans and Specifications therefor on file with the State Engineer and such modifications of the same and other directions that may be made by the State Engineer as provided herein. ARTICLE II - CONTRACT DOCUMENTS: It is further agreed that the Proposal, Plans, Standard Specifications, Special Provisions, Contract Bond(s) and any and all Supplementary Agreements, and any and all requirements necessary to complete the work in a substantial and acceptable manner, and any and all equipment and progress statements required, are hereby referred to and made a part of this contract, and shall have the same force and effect as though all of the same were fully inserted herein. ARTICLE III - WARRANTY: The Contractor expressly warrants that he is free from obligation of any other person or persons for services rendered, or supposed to have rendered, in the procurement of this contract. He further agrees that any breach of the Warranty shall constitute adequate cause for the annulment of the Contract by the State of Arizona and that the State of Arizona may retain to its own use from any sums of money due or become due thereunder, an amount thereof equal to any brokerage, commission, or percentage so paid, or agreed to be paid. ARTICLE IV - TIME OF COMPLETION: The Contractor further covenants and agrees that all of the said materials shall be furnished and delivered and all of the said labor shall be done and performed in every respect to the satisfaction and approval of the State Engineer and that the said work shall be turned over to the State Engineer, complete and ready for use, on or before the specified time herein. The work shall be free and discharged of all claims and demands whatsoever for, or on account of any and all labor and materials used or furnished to be used in said work. It is expressly understood and agreed that in case of failure on the part of the Contractor, for any reason, except with the written consent of the State Engineer, to complete the entire work to the satisfaction of the State Engineer, and within the aforesaid time limit, the party of the first part [ILLEGIBLE] deduct from any money due, or which may become due the Contractor, as liquidated damages, an amount in accordance with Subsection 108.09 of the Contract Specifications. If no money shall be due the Contractor, the State shall have a cause of action to recover against the Contractor in a court of competent jurisdiction, liquidated damages, in accordance with Subsection 108.09 of the Contract Specifications, said deduction to be made, or said sum to be recovered, not as a penalty, but as liquidated damages; provided, however, that upon receipt of written notice from the Contractor, of the existence of causes, as herein provided, over which said Contractor has no control and which must delay the completion of said work or any delay occasioned by the Arizona Department of Transportation, the State Engineer may extend the period hereinbefore specified for the completion of said work in accordance with the Specifications and in such case, the Contractor shall become liable for said liquidated damages for delays commencing from date said extension period shall expire. After the date as set up in Contract plus any extension granted, no further payments shall be made the Contractor until all work is completed and accepted by the State engineer. It is also agreed that the date of completion shall be that upon which the work is accepted by the State Engineer. ARTICLE V - CLAIMS FOR EXTRA WORK: It is distinctly understood and agreed that no claim for extra work or materials, not specifically herein provided, done or furnished by the Contractor, will be allowed by the State Engineer, nor shall the Contractor do any work or furnish any materials not covered by these Specifications and Contract, unless such work is ordered in writing by the State Engineer. In no event shall the Contractor incur any liability by reason of any oral direction or instruction that he may be given by the State Engineer, or his authorized representatives. It is the intent and meaning of this Article that all orders, directions, instructions, not contained in the Plans, Specifications, and Special Provisions, pertaining to the work shall be in writing, and the Contractor hereby waives any claims for compensation for work done, or materials furnished in violation thereof. ARTICLE VI - MISUNDERSTANDING OR DECEPTION: The party of the second part agrees that he has investigated the site of the work and all parts and appurtenances thereto and hereby waives any right to plead misunderstanding or deception as to location, character of work or materials, estimates of quantities or other conditions surrounding or being a part of the work and understands that the quantities given in the Bidding Schedule are approximate only, and hereby agrees to accept the quantities as actually placed and finally determined upon the completion of the work, in accordance with the Contract Documents. ARTICLE VII - PAYMENTS: For and in consideration of the faithful performance of the work herein embraced, as set forth in the Contract Agreement, Specifications, Special Provisions, Bidding Schedule and all general and detailed Specifications and Plans, which are a part hereof, and in accordance with the directions of the State Engineer and to his satisfaction or his authorized agents, the said State of Arizona agrees to pay to said Contractor the amount earned, computed from the actual quantities of work performed, as shown by the estimates of the State Engineer, and the unit prices named in the attached Bidding Schedule and Supplementary Agreements made a part hereof, and to make such payments in the manner and at the time provided in the specifications hereto appended. [ILLEGIBLE] R10/91 Sheet 1 of 2 [ILLEGIBLE] contract during any fiscal year which are in excess of the funds programmed and budgeted for this project for that fiscal year. ARTICLE IX - THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE STATE, its officers and employees, from all suits, actions or claims of any character brought because of any injuries or damage received or sustained by any person, persons or property on account of the operations of the said contractor or an account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect or misconduct of said contractor; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under [ILLEGIBLE] Workmen's Compensation Act or any other law, ordinance, order or decree, except the contractor is not required to indemnify or save harmless [ILLEGIBLE] State from liability arising from the negligence of the State. The contractor shall indemnify and save harmless any county or incorporated city, its officers and employees, within the limits of which county or incorporated city work is being performed, all in the same manner and to the same extent as provided in the above paragraph. IT IS FURTHER UNDERSTOOD AND AGREED that all work required to be done under this contract in excess of the funds now appropriated and budgeted for this project shall not be done nor any obligation incurred therefor until such time as the Legislature appropriates the additional funds and the same are budgeted for this project by the Arizona Department of Transportation and in that event the parties hereto are bound to continue performance of this contract to the extent permitted by the funds so appropriated and budgeted. In the event that no funds are appropriated or budgeted for this project for the succeeding fiscal year, then this contract shall be null and void, except as to that portion for which funds have now been appropriated and budgeted, therefore, and no right of action or damages shall accrue to the benefit of the parties hereto as to that portion of the contract that may so become null and void. All parties are hereby put on notice that this contract (agreement) is subject to cancellation by the Governor pursuant to Arizona Revised Statutes Section 38-511. IT IS ALSO UNDERSTOOD AND AGREED that this contract is subject to A.R.S. 28-1824, 28-1825, 28-1826, together with all other limitations pursuant to the applicable laws of the State of Arizona relating to public contracts and expenditures.

060 MA 174 H463201C STP-060-C(5)A 060 MA 175 H463301C STP-060-C(6)A 060 MA 180 H463801C CM-STP-060-C(9)A PHOENIX - GLOBE HIGHWAY (US-60) PHOENIX - GLOBE HIGHWAY (US-60) PHOENIX - GLOBE HIGHWAY (US-60) (Rural Road T.I.) (McClintock Drive T.I.) (Mesa Drive T.I.)

Witness our hands and seals this 20TH day of MAY 2002 STATE OF ARIZONA By: /s/ Barry Crockett ________________________________________ Department of Transportation EVIDENCE OF AUTHORITY TO SIGN THE CONTRACT MUST BE ON FILE WITH THE DEPARTMENT, OTHERWISE IT MUST BE FURNISHED WITH THE PROPOSAL. PARTY OF THE FIRST PART Meadow Valley Contractors, Inc. ____________________________________________ By: /s/ Bradley E. Larson _________________________________________ Contractor BRADLEY E. LARSON PRESIDENT Attest: /s/ Robert W. Bottcher PARTY OF THE SECOND PART __________________________ Signature ROBERT W. BOTTCHER AREA MANAGER Article IX Revised 8/30/00 Contract Agreement Sheet 2 of 2 CHAPTER 2, ARTICLE 2 OF THE ARIZONA REVISED STATUTES (PENALTY OF THIS BOND MUST BE 100% OF THE CONTRACT AMOUNT) KNOW ALL MEN BY THESE PRESENTS: Bond No. 24006397 at, Meadow Valley Contractors, Inc., (hereinafter called the Principal), As Principal, and Liberty Mutual Insurance Company (hereinafter called Surety), a corporation organized and existing under the laws of the State of Massachusetts, with its principal office in the city of Boston, MA, holding a certificate of authority to transact surety business in Arizona issued by the Director of the Department of Insurance, as Surety, are held and firmly bound unto the Arizona Department of Transportation (hereinafter called the Obligee in the amount of FIVE MILLION, FIVE HUNDRED NINETY-THREE THOUSAND, NINE HUNDRED NINETY AND 86/100 dollars ($5,593,990.86), for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrator, executors, successors. WHEREAS, the Principal has agreed to enter into a certain contract with the Obligee for construction and completion of certain work described as 060 MA 174 H463201C STP-060-C(5)A 060 MA 175 H463301C STP-060-C(6)A 060 MA 180 H463801C CM-STP-060-C(9)A PHOENIX - GLOBE HIGHWAY (US-60) PHOENIX - GLOBE HIGHWAY (US-60) PHOENIX - GLOBE HIGHWAY (US-60) (Rural Road T.I.) (McClintock Drive T.I.) (Mesa Drive T.I.) which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall promptly pay all monies due to all persons supplying labor or materials to the principal or the principal's subcontractors in the prosecution of the work provided for in said contract, then this obligation shall be voided, otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond having been required of the said Principal in order to comply with the provisions of Title 34, Chapter 2, Article 2, of the Arizona Revised Statutes, all rights and remedies on this bond shall inure solely to such persons and shall be determined in accordance with the provisions, conditions, and limitations of said Title, Chapter and Article, to the same extent as if they were copied at length herein. The prevailing party in a suit on this bond shall recover as a part of the judgment such reasonable attorneys' fees as may be fixed by a judge of the Court. Witness our hands this 6th day of May, 2002. Meadow Valley Contractors, Inc. /s/ Bradley E. Larson _____________________________________ ____________________________________ PRINCIPAL SEAL BY: BRADLEY E. LARSON PRESIDENT Liberty Mutual Insurance Company /s/ Jeri Apodaca _____________________________________ ____________________________________ SURETY SEAL BY: Jeri Apodaca, Attorney in Fact 1901 Main Street, Suite 300, Aon Risk Services, Inc. Irvine, CA 92614 _____________________________________ ____________________________________ AGENCY OF RECORD AGENCY ADDRESS /s/ Carol Trelford _____________________________________ ARIZONA COUNTERSIGNATURE Carol Trelford 1850 North Central Avenue #1700 _____________________________________ PAYMENT BOND ADDRESS Phoenix, AZ 85004 SHEET 1 OF 1 (602) 427-3200 _____________________________________ PHONE NUMBER 12-1302 R9/92 EX-10.209 4 p67539exv10w209.txt EX-10.209 EXHIBIT 10.209 IN WITNESS WHEREOF, two (2) identical counterparts of this contract each of which shall for all purposes be deemed an original thereof, have been duly executed by the parties herein above named, on the date and year first above written. The Contractor agrees that this Contract, as awarded, is for the stated work and understands that payment for the total work will be made on the basis of the indicated amount(s), as bid in the Proposal. PROJECT NO(S). ST87400047, ST8741000, AND WS85500049 2002 RESIDENTIAL STREET OVERLAY PROGRAM $6,773,919.00 MEADOW VALLEY CONTRACTORS, INC., CITY OF PHOENIX, A NEVADA CORPORATION AN ARIZONA MUNICIPAL CORPORATION (CONTRACTOR) (OWNER) FRANK A. FAIRBANKS By: /s/ Bradley E. Larson CITY MANAGER -------------------------------- (Signature and Title) By: /s/ Mario Saldamando, P.E. BRADLEY E. LARSON PRESIDENT ------------------------------------- MARIO SALDAMANDO, P.E. (Corporate Seal) CITY ENGINEER - ----------------------------------- WITNESS: If Contractor is an individual (Signature) APPROVED AS TO FORM THIS ____ DAY OF ______________________ 20_____ /s/ Robert W. Bottcher /s/ [Illegible Signature] - ----------------------------------- ---------------------------------------- ATTEST: If Contractor is a ACTING CITY ATTORNEY Corporation, a Limited Liability Company or Partnership /s/ Vicky Miel (Signature and Title) ---------------------------------------- ROBERT W. BOTTCHER AREA MANAGER ATTEST: VICKY MIEL CITY CLERK Authority -- City Council Awarded JUNE 12, 2002 C-3 ENGINEERING AND ARCHITECTURAL SERVICES DEPARTMENT - City of Phoenix PROJECT NO:. ST87400047, ST87410000, WS85500049 CONSTRUCTION BID PROPOSAL

========================================================================================================================= PAY APPROX ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE AMOUNT NO. ========================================================================================================================= 1. Modified Asphalt Concrete Surface Course (D-1/2) 121,113 Ton 39.75 4,814,241.75 2. Milling, Per Specifications 744,810 Sq. Yd 0.75 558,607.50 3. Tack Coat, Per Specifications 445 Ton 100.00 44,500.00 4. Adjust Existing Manhole Frame and Clean Cover per MAG 519 Each 165.00 85,635.00 5. Adjust Existing Frame and Clean Cover for Valves, Survey Monuments, and Sewer Cleanouts 726 Each 135.00 98,010.00 6. Adjust Existing Unexposed Water Valve Frame and Clean Cover 33 Each 135.00 4,455.00 7. Adjust Survey Monuments, St. D. 120-1-B 770 Each 70.00 53,900.00 8. Install New Survey Monuments, St. D. 120-1-B 60 Each 75.00 4,500.00 9. Blotter Material 2,024,886 Sq. Yd. 0.12 242,986.32 10. Uniformed, Off-Duty Police Officers 3,751 Hours $33.00 $123,783.00 11. Traffic Control Devices 1 Job 466,000.00 12. Rebuild and Adjust Existing Pressure Manhole Frame and Clean Cover (Contingent item) 5 Each 300.00 1,500.00 13. Full Width Milling, (3/4" deep) 65,000 Sq. Yd. 0.80 52,000.00 14. Manhole Adjustment Rings, SD-2, SD-3 (Contingent item) 200 Each 55.00 11,000.00 Bid Subtotal (for index ST87400047 & ST87410000, items 1 through 14) 6,561,119.00

BID PROPOSAL INDEX NO. WS85500049

15. Debris Cap, including Locator Coll, Furnish & 2660 Each 80.00 212,800.00 Install Item 15 only 212,800.00 TOTAL AMOUNT OF CONSTRUCTION BID $6,773,919.00 Index No. : ST87400047, ST87410000 Item 1 through 14 and Index No.: WS85500049 Item 15 Six Million Seven Hundred Seventy Three Thousand Nine Hundred Nineteen dollars & 00/100 Dollars ------------------------------------------------ Written Words

P-2(REVISED 04-19-2002) Executed in Two Counterparts BOND NO. 24006403 --------- CONTRACT BOND STATUTORY PERFORMANCE BOND PURSUANT TO TITLE 34, CHAPTER 2, ARTICLE 2, OF THE ARIZONA REVISED STATUTES (Penalty of this Bond must be 100% of the Contract Amount) KNOW ALL MEN BY THESE PRESENT, that, MEADOW VALLEY CONTRACTORS, INC., (hereinafter called the Principal), as Principal, and Liberty Mutual Insurance Company, a corporation organized and existing under the laws of the State of Massachusetts, with its principal office in the City of Boston, (hereinafter called the Surety), as Surety, are held and firmly bound unto the City of Phoenix in the County of Maricopa, State of Arizona, (hereinafter called the Obligee), in the amount of SIX MILLION SEVEN HUNDRED SEVENTY THREE THOUSAND NINE HUNDRED NINETEEN AND NO/100 DOLLARS, ($6,773,919.00), for the payment thereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these present. WHEREAS, the Principal has entered into a certain written contract with the Obligee, dated the 12TH day of JUNE, 2002, for ST87400047, ST8741000, AND WS85500049, 2002 RESIDENTIAL STREET OVERLAY PROGRAM, for which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the said Principal shall faithfully perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of said contract during the original term of said contract any extension thereof, with or without notice to the Surety, and during the life of any guaranty required under the contract, and shall also perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of any all duly authorized modifications of said contract that may hereafter be made,notice of which modifications to the Surety being hereby waived; then the above obligation shall be void, otherwise to remain in full force and effect. PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Title 34, Chapter 2, Article 2, of the Arizona Revised Statutes, and all liabilities on this Bond shall be determined in accordance with the provisions of said Title, Chapter, and Article, to the extent as if it were copied at length herein. THE prevailing party in a suit on this Bond shall be entitled to such reasonable attorney's fees as may be fixed by a judge of the Court. WITNESS our hands this 18th day of June, 2002 MEADOW VALLEY CONTRACTORS, INC. PRINCIPAL SEAL Aon Risk Services, Inc. ------------------------------------ AGENT OF RECORD 1901 Main Street, Suite 300 By: /s/ Bradley E. Larson Irvine, CA 92614 ------------------------------------- ------------------------------------ BRADLEY E. LARSON PRESIDENT AGENT ADDRESS Liberty Mutual Insurance Company (949) 608-6300 - ---------------------------------------- ------------------------------------ SURETY SEAL TELEPHONE NUMBER A.M. BEST RATING: A+ By: /s/ Jeri Apodaca By: /s/ Carol Trelford ------------------------------------- -------------------------------- ATTORNEY-IN-FACT, Jeri Apodaca ARIZONA RESIDENT AGENT Carol Trelford 1850 North Central Avenue, Suite 1700 Phoenix, AZ 85004 C.B.-1 EX-10.210 5 p67539exv10w210.txt EX-10.210 Exhibit 10.210 [ADOT LETTERHEAD] July 23, 2002 Meadow Valley Contractors, Inc. P.O. Box 60726 Phoenix, AZ 85028-0726 RE: 070 GH 330 H502801C STP-070-A(001)A GLOBE-LORDSBURG HIGHWAY (US 70) (US 70 Pima-Thatcher) ITEM #17402 At a Meeting on July 19, 2002, the Transportation Board awarded a contract for the construction of the above referenced project to you in accordance with the proposal you submitted to this Department on June 28, 2002. This is your Notice of Award of Contract. In accordance with subsection 103.08 of the Specifications, you shall sign the contract and return it with satisfactory contract bonds no later than 10 calendar days after the date of this notice of award. Your submittal shall include the required Certificate of Insurance and Workers Compensation documents. The Department will not execute the contract until all documentation is submitted and work shall not start nor shall there be a partnering meeting nor a preconstruction conference until the contract is fully executed. In accordance with subsection 108.02 of the Standard Specifications, the contractor shall not start work before September 3, 2002. Contract time will be charged commencing on that date. Contact the Construction Supervisor as shown on the advertisement for proposals to arrange a Preconstruction Conference. We look forward to working with your company toward the successful completion of this project. Sincerely /s/ Barry Crockett BARRY CROCKETT Engineer-Manager BC:erb cc: District Engineer Resident Engineer CONTRACT AGREEMENT THIS AGREEMENT, made and entered into this 13TH day of AUGUST, 2002 by and between the STATE OF ARIZONA, acting by and through its State Engineer duly authorized by the Director, Arizona Department of Transportation to enter into such agreement, party of the first part, and MEADOW VALLEY CONTRACTORS, INC. hereinafter called the Contractor, party of the second part. WITNESSETH: That the said Contractor, for in consideration of the sum to be paid him by said State Arizona in the manner and at the time hereinafter provided, and of the other covenants and agreements herein contained, hereby agrees, for himself, heirs, administrators, successors and assigns as follows: ARTICLE I - SCOPE OF WORK: The Contractor shall perform in a workmanlike and substantial manner and to the satisfaction of the State Engineer, all the work specified under TRACS/Project No. 070 GH 330 H502801C STP-070-A(001)A GLOBE-LORDSBURG HIGHWAY (US 70) (US 70-Pima to Thatcher) and furnish at his own cost and expense all necessary machinery, tools, apparatus, materials and labor to complete the work in the most substantial and workmanlike manner according to the Plans and Specifications therefor on file with the State Engineer and such modifications of the same and other directions that may be made by the State Engineer as provided herein. ARTICLE II - CONTRACT DOCUMENTS: It is further agreed that the Proposal, Plans, Standard Specifications, Special Provisions, Contract Bond(s) and any and all Supplementary Agreements, and any and all requirements necessary to complete the work in a substantial and acceptable manner, and any and all equipment and progress statements required, are hereby referred to and made a part of this contract, and shall have the same force and effect as though all of the same were fully inserted herein. ARTICLE III - WARRANTY: The Contractor expressly warrants that he is free from obligation of any other person or persons for services rendered, or supposed to have rendered, in the procurement of this contract. He further agrees that any breach of the Warranty shall constitute adequate cause for the annulment of the Contract by the State of Arizona and that the State of Arizona may retain to its own use from any sums of money due or become due thereunder, an amount thereof equal to any brokerage, commission, or percentage so paid, or agreed to be paid. ARTICLE IV - TIME OF COMPLETION: The Contractor further covenants and agrees that all of the said materials shall be furnished and delivered and all of the said labor shall be done and performed in every respect to the satisfaction and approval of the State Engineer and that the said work shall be turned over to the State Engineer, complete and ready for use, on or before the specified time herein. The work shall be free and discharged of all claims and demands whatsoever for, or on account of any and all labor and materials used or furnished to be used in said work. It is expressly understood and agreed that in case of failure on the part of the Contractor, for any reason, except with the written consent of the State Engineer, to complete the entire work to the satisfaction of the State Engineer, and within the aforesaid time limit, the party of the first part shall deduct from any money due, or which may become due the Contractor, as liquidated damages, an amount in accordance with Subsection 108.09 of the Contract Specifications. If no money shall be due the Contractor, the State shall have a cause of action to recover against the Contractor in a court of competent jurisdiction, liquidated damages, in accordance with Subsection 108.09 of the Contract Specifications, said deduction to be made, or said sum to be recovered, not as a penalty, but as liquidated damages; provided, however, that upon receipt of written notice from the Contractor, of the existence of causes, as herein provided, over which said Contractor has no control and which must delay the completion of said work or any delay occasioned by the Arizona Department of Transportation, the State Engineer may extend the period hereinbefore specified for the completion of said work in accordance with the Specifications and in such case, the Contractor shall become liable for said liquidated damages for delays commencing from date said extension period shall expire. After the date as set up in Contract plus any extension granted, no further payments shall be made the Contractor until all work is completed and accepted by the State engineer. It is also agreed that the date of completion shall be that upon which the work is accepted by the State Engineer. ARTICLE V - CLAIMS FOR EXTRA WORK: It is distinctly understood and agreed that no claim for extra work or materials, not specifically herein provided, done or furnished by the Contractor, will be allowed by the State Engineer, nor shall the Contractor do any work or furnish any materials not covered by these Specifications and Contract, unless such work is ordered in writing by the State Engineer. In no event shall the Contractor incur any liability by reason of any oral direction or instruction that he may be given by the State Engineer, or his authorized representatives. It is the intent and meaning of this Article that all orders, directions, instructions, not contained in the Plans, Specifications, and Special Provisions, pertaining to the work shall be in writing, and the Contractor hereby waives any claims for compensation for work done, or materials furnished in violation thereof. ARTICLE VI - MISUNDERSTANDING OR DECEPTION: The party of the second part agrees that he has investigated the site of the work and all parts and appurtenances thereto and hereby waives any right to plead misunderstanding or deception as to location, character of work or materials, estimates of quantities or other conditions surrounding or being a part of the work and understands that the quantities given in the Bidding Schedule are approximate only, and hereby agrees to accept the quantities as actually placed and finally determined upon the completion of the work, in accordance with the Contract Documents. ARTICLE VII - PAYMENTS: For and in consideration of the faithful performance of the work herein embraced, as set forth in the Contract Agreement, Specifications, Special Provisions, Bidding Schedule and all general and detailed Specifications and Plans, which are a part hereof, and in accordance with the directions of the State Engineer and to his satisfaction or his authorized agents, the said State of Arizona agrees to pay to said Contractor the amount earned, computed from the actual quantities of work performed, as shown by the estimates of the State Engineer, and the unit prices named in the attached Bidding Schedule and Supplementary Agreements made a part hereof, and to make such payments in the manner and at the time provided in the specifications hereto appended. 12-0912 R10/91 Sheet 1 of 2 ARTICLE VIII - IT IS EXPRESSLY UNDERSTOOD AND AGREED that no work shall be done nor any obligations incurred under this contract during any fiscal year which are in excess of the funds programmed and budgeted for this project for that fiscal year. ARTICLE IX - THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE STATE, its officers and employees, from all suits, actions, or claims of any character brought because of injuries or damage received or sustained by any person, persons or property on account of the operations of the said contractor or an account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because or any act or omission, neglect or misconduct or said contractor; or because of any claims or amounts recovered from any infringements or patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree, except the contractor is not required to indemnify or save harmless the State from liability arising from the negligence of the State. The contractor shall indemnify and save harmless any county or incorporated city, its officers and employees, within the limits of which county or incorporated city work is being performed, all in the same manner and to the same extent as provided in the above paragraph. IT IS FURTHER UNDERSTOOD AND AGREED that all work required to be done under this contract in excess of the funds now appropriated and budgeted for this project shall not be done nor any obligation incurred therefor until such time as the Legislature appropriates the additional funds and the same are budgeted for this project by the Arizona Department of Transportation and in the event the parties hereto are bound to continue performance of this contract to the extent permitted by the funds so appropriated and budgeted. In the event that no funds are appropriated or budgeted for this project for the succeeding fiscal year, then this contract shall be null and void, except as to that portion for which funds have now been appropriated and budgeted, therefore, and no right of action or damages shall accrue to the benefit of the parties hereto as to that portion of the contract that may so become null and void. All parties are hereby put on notice that this contract (agreement) is subject to cancellation by the Governor pursuant to Arizona Revised Statutes Section 38-511. IT IS ALSO UNDERSTOOD AND AGREED that this contract is subject to A.R.S. 28-1824, 28-1825, 28-1826, together with all other limitations pursuant to the applicable laws of the State of Arizona relating to public contracts and expenditures. 070 GH 330 H502801C STP-070-A(001)A GLOBE-LORDSBURG HIGHWAY (US 70) (US 70-Pima to Thatcher) Witness our hands and seals this 13TH day of August 2002 STATE OF ARIZONA By: /s/ Barry Crockett -------------------------- Department of Transportation EVIDENCE OF AUTHORITY TO SIGN THE CONTRACT MUST BE ON FILE WITH THE DEPARTMENT, OTHERWISE IT MUST BE FURNISHED WITH THE PROPOSAL. PARTY OF THE FIRST PART Meadow Valley Contractors, Inc. ------------------------------- By: /s/ Bradley E. Larson ----------------------- Contractor BRADLEY E. LARSON PRESIDENT PARTY OF THE SECOND PART Attest: /s/ Robert W. Bottcher ---------------------- Signature ROBERT W. BOTTCHER AREA MANAGER Article IX Revised 8/30/00 Contract Agreement Sheet 2 of 2 ["ILLEGIBLE"] CHAPTER 2, ARTICLE 2 OF THE ARIZONA REVISED STATUTES (PENALTY OF THIS BOND MUST BE 100% OF THE CONTRACT AMOUNT) Bond No. 24006407 KNOW ALL MEN BY THESE PRESENTS: That, Meadow Valley Contractors, Inc. (hereinafter called the Principal), As Principal, and Liberty Mutual Insurance Company _____________________________________________________(hereinafter called Surety), a corporation organized and existing under the laws of the State of Massachusetts, with its principal office in the city of Boston, holding a certificate of authority to transact surety business in Arizona issued by the Director of the Department of Insurance, as Surety, are held and firmly bound unto the Arizona Department of Transportation (hereinafter called the Obligee in the amount of SIX MILLION, FIVE HUNDRED SEVENTY-ONE THOUSAND, FIFTEEN AND 80/100 dollars ($6,571,015.80),for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrator, executors, successors. WHEREAS, the Principal has agreed to enter into a certain contract with the Obligee for construction and completion of certain work described as 070 GH 330 H502801C STP-070-A(001)A GLOBE-LORDSBURG HIGHWAY (US 70) (US 70-Pima to Thatcher) which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall promptly pay all monies due to all persons supplying labor or materials to the principal or the principal's subcontractors in the prosecution of the work provided for in said contract, then this obligation shall be voided, otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond having been required of the said Principal in order to comply with provisions of Title 34, Chapter 2, Article 2, of the Arizona Revised Statutes, all rights and remedies on this bond shall inure solely to such persons and shall be determined in accordance with the provisions, conditions, and limitations of said Title, Chapter and Article, to the same extent as if they were copied at length herein. The prevailing party in a suit on this bond shall recover as a part of the judgment such reasonable attorneys' fees as may be fixed by a judge of the Court. Witness our hands this 19th day of July, 2002. Meadow Valley Contractors, Inc. /s/ BRADLEY E. LARSON _______________________________ _______________________________________ PRINCIPAL SEAL BY: BRADLEY E. LARSON, PRESIDENT Liberty Mutual Insurance Company /s/ Jeri Apodaca ________________________________ ________________________________________ SURETY SEAL BY: Jeri Apodaca, Attorney in Fact Aon Risk Services 1901 Main Street, Suite 300, Irvine, CA 92614 ________________________________ ________________________________________ AGENCY OF RECORD AGENCY ADDRESS /s/ Carol Trelford _______________________________________ ARIZONA COUNTERSIGNATURE Carol Trelford 1850 North Central Avenue, Suite 1700 PAYMENT BOND _______________________________________ SHEET 1 OF 1 ADDRESS Phoenix, AZ 85004 602-427-3200 _______________________________________ PHONE NUMBER 12-1302-R 9/92 "BID SCHEDULE" 070 GH 330 H502801C

Item No. Item Description UNIT Quantity Unit Price Extended Amount CONCRETE BOX CULVERT EXTENTION STA. 3958+46 2020009 B REMOVAL OF STRUCTURAL CONCRETE CU.YD. 2 600.00 1,200.00 2030501 B STRUCTURAL EXCAVATION CU.YD. 126 12.00 1,512.00 2030506 B STRUCTURE BACKFILL CU.YD. 493 25.00 12,325.00 6010002 B STRUCTURAL CONCRETE (CLASS S) (F'C = 3,000) CU.YD. 136 300.00 40,800.00 6050002 B REINFORCING STEEL LB 21,622 .50 10,811.00 6050101 B PLACE DOWELS EACH 20 18.00 360.00 BID TOTAL: 6,571,015.80

EX-10.211 6 p67539exv10w211.txt EX-10.211 A-2 Exhibit 10.211 REVISED 06/24/2002 - -------------------------------------------------------------------------------- OFFER (Must be fully completed by offeror) - -------------------------------------------------------------------------------- 14. NAME AND ADDRESS OF OFFEROR (include ZIP code) Meadow Valley Contractors, Inc. 2250 W. Center St. Bldg #2 Springville, UT 84663 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 15. TELEPHONE NO. (include area code) (801) 491-7433 - -------------------------------------------------------------------------------- 16. REMITTANCE ADDRESS (include only if different than Item 14) - -------------------------------------------------------------------------------- 17. The offeror agrees to perform the work required at the prices specified below in strict accordance with the terms of this solicitation, if this offer is accepted by the Government in writing within 60 calendar days after the date offers are due. (Insert any number equal to or greater than the minimum requirement stated in Item 13D. Failure to insert any number means the offeror accepts the minimum in Item 13D. - -------------------------------------------------------------------------------- AMOUNTS See Bid Schedule. - -------------------------------------------------------------------------------- 18. The offeror agrees to furnish any required performance and payment bonds. - -------------------------------------------------------------------------------- 19. ACKNOWLEDGMENT OF AMENDMENTS (The offeror acknowledges receipt of amendments to the solicitation - give number and date of each)

- ------------------------------------------------------------------------------------------------------- AMENDMENT NO. 1 2 3 4 5 6 7 8 9 10 - ------------------------------------------------------------------------------------------------------- DATE 6-11-02 6-13-02 6-13-02 6-14-02 6-17-02 6-18-02 6-20-02 6-21-02 6-24-02 6/27-02 - -------------------------------------------------------------------------------------------------------

20A. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or print) Steve Kiesel Area Manager 20B. SIGNATURE /s/ Steve Kiesel 20C. OFFER DATE 6-27-02 - -------------------------------------------------------------------------------- AWARD (TO BE COMPLETED BY GOVERNMENT) - -------------------------------------------------------------------------------- 21. ITEMS ACCEPTED: All bid items. - -------------------------------------------------------------------------------- 22. AMOUNT $10,123,000.00 - -------------------------------------------------------------------------------- 23. ACCOUNTING AND APPROPRIATION DATA X415-050-14-0-415054-164900-D 2490391001HO - -------------------------------------------------------------------------------- 24. SUBMIT INVOICES TO ADDRESS SHOWN IN --- ITEM (4 copies unless otherwise specified) See Block 26 - -------------------------------------------------------------------------------- 25. OTHER THAN FULL AND OPEN COMPETITION PURSUANT TO [ ] 15 U.S.C. 637( ) [ ] 41 U.S.C. 253(c)( ) - -------------------------------------------------------------------------------- 26. ADMINISTERED BY CODE: ____________ (SEE CONTINUATION OF SF 1442 - -------------------------------------------------------------------------------- 27. PAYMENT WILL BE MADE BY FEDERAL HIGHWAY ADMINISTRATION CENTRAL FEDERAL LANDS HIGHWAY DIVISION 555 ZANG STREET, ROOM 259 LAKEWOOD, CO 80228 - -------------------------------------------------------------------------------- CONTRACTING OFFICER WILL COMPLETE ITEM 28 OR 29 AS APPLICABLE - -------------------------------------------------------------------------------- [ ] 28. NEGOTIATED AGREEMENT (CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ___ COPIES TO ISSUING OFFICE.) CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS OR PERFORM ALL WORK REQUIREMENTS IDENTIFIED ON THIS FORM AND ANY CONTINUATION SHEETS FOR THE CONSIDERATION STATED IN THIS CONTRACT. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS CONTRACT SHALL BE GOVERNED BY (a) THIS CONTRACT AWARD, (b) THE SOLICITATION, AND (c) THE CLAUSES, REPRESENTATIONS, CERTIFICATIONS, AND SPECIFICATIONS INCORPORATED BY REFERENCE IN OR ATTACHED TO THIS CONTRACT. - -------------------------------------------------------------------------------- [X] 29. AWARD (Contractor is not required to sign this document.) Your offer on this solicitation is hereby accepted as to the items listed. This award consummates the contract, which consists of (a) the Government solicitation and your offer, and (b) this contract award. No further contractual document is necessary. - -------------------------------------------------------------------------------- 30A. NAME AND TITLE OF CONTRACTOR OR PERSON AUTHORIZED TO SIGN (Type or print) - -------------------------------------------------------------------------------- 30B. SIGNATURE - -------------------------------------------------------------------------------- 30C. DATE - -------------------------------------------------------------------------------- 31A. NAME OF CONTRACTING OFFICER (Type or print) Suzanne M. Schmidt, P.E. - -------------------------------------------------------------------------------- 31B. UNITED STATES OF AMERICA BY /s/ Suzanne M. Schmidt - -------------------------------------------------------------------------------- 31C. AWARD DATE 7/22/02 - -------------------------------------------------------------------------------- [illegible] PO: 1985 0 -489-796 STANDARD FORM 1442 BACK (REV. 4-85) A-1 Revised [illegible] - ------------------------------------------------------------------------------------------------------------------------------------ SOLICITATION, OFFER, 1. SOLICITATION NO. 2. TYPE OF SOLICITATION 3. DATE ISSUED PAGE OF PAGES AND AWARD (Construction, Alteration or Repair) UT PFH 39-1(1) [x] SEALED BID (IFB) 05/21/02 1 OF 3 [ ] NEGOTIATED (RFB) - ------------------------------------------------------------------------------------------------------------------------------------ IMPORTANT - THE "OFFER" SECTION ON THE REVERSE MUST BE FULLY COMPLETED BY OFFEROR. - ------------------------------------------------------------------------------------------------------------------------------------ 4. CONTRACT NO. 5. REQUISITION/PURCHASE REQUEST. NO 6. PROJECT NO. UT PFH 39-1(1) - ------------------------------------------------------------------------------------------------------------------------------------ 7. ISSUED BY: CODE: 69050001 8. ADDRESS OFFER TO: Federal Highway Administration Federal Highway Administration Central Federal Lands Highway Division ATTN: Mr. Richard Laubsch 555 Zang Street, Room 259 2520 West 4700 South, Suite 9A Lakewood, CO 80228 Salt Lake City, UT 84118 - ------------------------------------------------------------------------------------------------------------------------------------ 9. FOR INFORMATION A. NAME: B. TELEPHONE NO. (include area code) (NO COLLECT CALLS) CALL See Continuation of See Continuation of SF 1442. SF 1442 - ------------------------------------------------------------------------------------------------------------------------------------ SOLICITATION NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder". - ------------------------------------------------------------------------------------------------------------------------------------ 10. THE GOVERNMENT REQUIRES PERFORMANCE OF THE WORK DESCRIBED IN THESE DOCUMENTS (TITLE, IDENTIFYING NO., DATE): - ------------------------------------------------------------------------------------------------------------------------------------ FOR CONSTRUCTION OF UTAH PFH 39-1(1), SEVENMILE-GOOSEBERRY ROAD, IN STRICT ACCORDANCE WITH: 1. FAR CONTRACT CLAUSES 2. DEPARTMENT OF LABOR, DAVIS BACON MINIMUM WAGE RATES 3. STANDARD SPECIFICATIONS FOR CONSTRUCTION OF ROADS AND BRIDGES ON FEDERAL HIGHWAY PROJECTS, FP-96 (1996) 4. SPECIAL CONTRACT REQUIREMENTS 5. BID SCHEDULE 6. PLANS * ALL WORK MUST BE COMPLETED BY SEPTEMBER 1, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ 11. The Contractor shall begin performance within 10 calendar days and complete it within * calendar days after receiving [ ] award, [x] notice to proceed. This performance period is [x] mandatory, [ ] negotiable. - ------------------------------------------------------------------------------------------------------------------------------------ 12A. THE CONTRACTOR MUST FURNISH ANY REQUIRED PERFORMANCE AND PAYMENT BONDS? 12B. CALENDAR DAYS (IF "YES," indicate within how many calendar days after award in item 12B.) [x] YES [ ] NO 15 - ------------------------------------------------------------------------------------------------------------------------------------ 13. ADDITIONAL SOLICITATION REQUIREMENTS: A. Sealed offers in original and 0 copies to perform the work required are due at the place specified in item 8, by 2:00 pm (hour) local time [struck out text] 07/03/2002 (date). If this is a sealed bid solicitation, offers will be publicly opened at that time. Sealed envelopes containing offers shall be marked to show the offeror's name and address, the solicitation number, and the date and time offers are due. B. An offer guarantee [x] is, [ ] is not required. C. All offers are subject to the (1) work requirements, and (2) other provisions and clauses incorporated in the solicitation in full text or by reference. D. Offers providing less than 60 calendar days for Government acceptance after the date offers are due will not be considered and will be rejected. - ----------------------------------------------------------------------------------------------------------------------------------- NSN 7540-01-155-3212 1442-102 STANDARD FORM 1442(REV. 4-85) PRESCRIBED BY GSA FAR(48 CFR) 53-236-1(D) B-12 Pay Estimated Item No. Quantity Unit Bid Price Amount Bid ______________________________________________________________________________ 63401AB Pavement marking type A, broken 2,900 m 0.15 435.00 _______________________________________________________________________________ 63402A Pavement markings type A 2,000 m2 3.60 7,200.00 _______________________________________________________________________________ 63505B Barricade type 2 50 Each 79.00 3,950.00 _______________________________________________________________________________ 63505C Barricade type 3 20 Each 73.00 1,460.00 ________________________________________________________________________________ 63506A Cone type A 120 Each 28.00 3,360.00 ________________________________________________________________________________ 63507 Construction sign 120.0 m2 31.00 3,720.00 _______________________________________________________________________________ 63508 Drum 150 Each 39.00 5,850.00 ________________________________________________________________________________ 63509 Flagger 8,600 Hour 20.00 172,000.00 ________________________________________________________________________________ 63510 Pilot Car 2,100 Hour 28.00 58,800.00 ________________________________________________________________________________ 63511 Temporary concrete barrier 1,000 m 87.00 87,000.00 ________________________________________________________________________________ 63515 Temporary pavement markings 22.000 km 78.50 1,727.00 ________________________________________________________________________________ 63521B Warning light type B 80 Each 100.00 8,000.00 ________________________________________________________________________________ Total: $10,123,000.00 Bid Schedule SUBMITTED BY: Meadow Valley Contractors, Inc. Project: UT PFH 39-1(1) SEVENMILE-GOOSEBERRY Executed in Three Counterparts GENERAL PURPOSE RIDER To be attached to and form part of Bond Number 24006408 effective July 24, 2002 Issued by the Liberty Mutual Insurance Company in the amount of Ten Million One Hundred Twenty Three Thousand and 00/100------- DOLLARS, $10,123,000.00, on behalf of Meadow Valley Contractors, Inc. as Principal and in favor of United States of America as obligee: Now, Therefore, it is agreed that: the State of Incorporation on the Performance Bond and the Payment Bond for Meadow Valley Contractors, Inc. is amended: From: UTAH To: NEVADA It is further understood and agreed that all other terms and conditions of this bond shall remain unchanged. This rider is to be effective the 24th day of July 2002 Signed, sealed and dated this 31st day of July 2002 Meadow Valley Contractors, Inc. /S/ [ILLEGIBLE] ---------------------------------- Liberty Mutual Insurance Company By: /s/ Jeri Apodaca ---------------------------------- Jeri Apodaca, Attorney-in-Fact [SEAL] Accepted By: - ------------------------------ - ------------------------------ 2502/GEEF 7/01 EX-10.212 7 p67539exv10w212.txt EX-10.212 EXHIBIT 10.212 [ADOT]logo ARIZONA DEPARTMENT OF TRANSPORTATION INTERMODAL TRANSPORTATION DIVISION CONTRACTS & SPECIFICATIONS SECTION 1651 W Jackson St. Room 121F Phoenix, Arizona 85007-3217 Jane Dee Hull Dick Wright Governor State Engineer Victor M. Mendez Director August 19, 2002 Meadow Valley Contractors, Inc. PO Box 60726 Phoenix, AZ 60726 RE: O17 MA 209 H563901C IM-017-A(013)A PHOENIX-CORDES JUNCTION HIGHWAY (I-17) (Peoria-Pinnacle Peak T.I.) ITEM#15802 At a Meeting on August 16, 2002, the Transportation Board awarded a contract for the construction of the above referenced project to you in accordance with the proposal you submitted to this Department on August 1, 2002. This is your Notice of Award of Contract. In accordance with subsection 103.08 of the Specifications, you shall sign the contract and return it with satisfactory contract bonds no later than 10 calendar days after the date of this notice of award. Your submittal shall include the required Certificate of Insurance and Workers Compensation documents. The Department will not execute the contract until all documentation is submitted and work shall not start nor shall there be a partnering meeting nor a preconstruction conference until the contract is fully executed. In accordance with subsection 108.02 of the Standard Specifications, you shall begin work on or before September 18, 2002. Contract time will be charged commencing on that date. Contact the Construction Supervisor as shown on the advertisement for proposals to arrange a Preconstruction Conference. We look forward to working with your company toward the successful completion of this project. Sincerely, /s/ Barry Crockett BARRY CROCKETT Engineer-Manager BC:erb cc: District Engineer Resident Engineer CONTRACT AGREEMENT THIS AGREEMENT, made and entered into this 22ND day of AUGUST, 2002, by and between the STATE OF ARIZONA, acting by and through its State Engineer duly authorized by the Director, Arizona Department of Transportation to enter into such agreement, party of the first part, and MEADOW VALLEY CONTRACTORS, INC. hereinafter called the Contractor, party of the second part. WITNESSETH: That the said Contractor, for in consideration of the sum to be paid him by said State Arizona in the manner and at the time hereinafter provided, and of the other covenants and agreements herein contained, hereby agrees, for himself, heirs, administrators, successors and assigns as follows: ARTICLE I: SCOPE OF WORK: The Contractor shall perform in a workmanlike and substantial manner and to the satisfaction of the State Engineer, all the work specified under TRACS/Project No. 017 MA 209 H563901C IM-017-A(013)A PHOENIX-CORDES JUNCTION HWY. (I-17) (Peoria Ave.-Pinnacle Peak Rd.) and furnish at his own cost and expense all necessary machinery, tools, apparatus, materials and labor to complete the work in the most substantial and workmanlike manner according to the Plans and Specifications therefor on file with the State Engineer and such modifications of the same and other directions that may be made by the State Engineer as provided herein. ARTICLE II - CONTRACT DOCUMENTS: It is further agreed that the Proposal, Plans, Standard Specifications, Special Provisions, Contract Bond(s) and any and all Supplementary Agreements, and any and all requirements necessary to complete the work in a substantial and acceptable manner, and any and all equipment and progress statements required, are hereby referred to and made a part of this contract, and shall have the same force and effect as though all of the same were fully inserted herein. ARTICLE III - WARRANTY: The Contractor expressly warrants that he is free from obligation of any other person or persons for services rendered, or supposed to have rendered, in the procurement of this contract. He further agrees that any breach of the Warranty shall constitute adequate cause for the annulment of the Contract by the State of Arizona and that the State of Arizona may retain to its own use from any sums of money due or become due thereunder, an amount thereof equal to any brokerage, commission, or percentage so paid, or agreed to be paid. ARTICLE IV - TIME OF COMPLETION: The Contractor further covenants and agrees that all of the said materials shall be furnished and delivered and all of the said labor shall be done and performed in every respect to the satisfaction and approval of the State Engineer and that the said work shall be turned over to the State Engineer, complete and ready for use, on or before the specified time herein. The work shall be free and discharged of all claims and demands whatsoever for, or on account of any and all labor and materials used or furnished to be used in said work. It is expressly understood and agreed that in case of failure on the part of the Contractor, for any reason, except with the written consent of the State Engineer, to complete the entire work to the satisfaction of the State Engineer, and within the aforesaid time limit, the party of the first part shall deduct from any money due, or which may become due the Contractor, as liquidated damages, an amount in accordance with Subsection 108.09 of the Contract Specifications. If no money shall be due the Contractor, the State shall have a cause of action to recover against the Contractor in a court of competent jurisdiction, liquidated damages, in accordance with Subsection 108.09 of the Contract Specifications, said deduction to be made, or said sum to be recovered, not as a penalty, but as liquidated damages; provided, however, that upon receipt of written notice from the Contractor, of the existence of causes, as herein provided, over which said Contractor has no control and which must delay the completion of said work or any delay occasioned by the Arizona Department of Transportation, the State Engineer may extend the period hereinbefore specified for the completion of said work in accordance with the Specifications and in such case, the Contractor shall become liable for said liquidated damages for delays commencing from date said extension period shall expire. After the date as set up in Contract plus any extension granted, no further payments shall be made the Contractor until all work is completed and accepted by the State Engineer. It is also agreed that the date of completion shall be that upon which the work is accepted by the State Engineer. ARTICLE V - CLAIMS FOR EXTRA WORK: It is distinctly understood and agreed that no claim for extra work or materials, not specifically herein provided, done or furnished by the Contractor, will be allowed by the State Engineer, nor shall the Contractor do any work or furnish any materials not covered by these Specifications and Contract, unless such work is ordered in writing by the State Engineer. In no event shall the Contractor incur any liability by reason of any oral direction or instruction that he may be given by the State Engineer, or his authorized representatives. It is the intent and meaning of this Article that all orders, directions, instructions, not contained in the Plans, Specifications, and Special Provisions, pertaining to the work shall be in writing, and the Contractor hereby waives any claims for compensation for work done, or materials furnished in violation thereof. ARTICLE VI - MISUNDERSTANDING OR DECEPTION: The party of the second part agrees that he has investigated the site of the work and all parts and appurtenances thereto and hereby waives any right to plead misunderstanding or deception as to location, character of work or materials, estimates of quantities or other conditions surrounding or being a part of the work and understands that the quantities given in the Bidding Schedule are approximate only, and hereby agrees to accept the quantities as actually placed and finally determined upon the completion of the work, in accordance with the Contract Documents. ARTICLE VII - PAYMENTS: For and in consideration of the faithful performance of the work herein embraced, as set forth in the Contract Agreement, Specification, Special Provision, Bidding Schedule and all general and detailed Specifications and Plans, which are a part hereof, and in accordance with the directions of the State Engineer and to his satisfaction or his authorized agents, the said State of Arizona agrees to pay to said Contractor the amount earned, computed from the actual quantities of work performed, as shown by the estimates of the State Engineer, and the unit prices named in the attached Bidding Schedule and Supplementary Agreements made a part hereof, and to make such payments in the manner and at the time provided in the specifications hereto appended. 12-0912 R10/91 Sheet 1 of 2 ARTICLE VIII - IT IS EXPRESSLY UNDERSTOOD AND AGREED that no work shall be done nor any obligations incurred under this contract during any fiscal year which are in excess of the funds programmed and budgeted for this project for that fiscal year. ARTICLE IX - THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE STATE, its officers and employees, from all suits, actions or claims of any character brought because of any injuries or damage received or sustained by any person, persons or property on account of the operations of the said contractor or an account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect or misconduct of said contractor; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree, except the contractor is not required to indemnify or save harmless the State from liability arising from the negligence of the State. The contractor shall indemnify and save harmless any county or incorporated city, its officers and employees, within the limits of which county or incorporated city work is being performed, all in the same manner and to the same extent as provided in the above paragraph. IT IS FURTHER UNDERSTOOD AND AGREED that all work required to be done under this contract in excess of the funds now appropriated and budgeted for this project shall not be done nor any obligation incurred therefor until such time as the Legislature appropriates the additional funds and the same are budgeted for this project by the Arizona Department of Transportation and in that event the parties hereto are bound to continue performance of this contract to the extent permitted by the funds so appropriated and budgeted. In the event that no funds are appropriated or budgeted of this project for the succeeding fiscal year, then this contract shall be null and void, except as to that portion for which funds have now been appropriated and budgeted, therefore, and no right of action or damages shall accrue to the benefit of the parties hereto as to that portion of the contract that may so become null and void. All parties are herby put on notice that this contract (agreement) is subject to cancellation by the Governor pursuant to Arizona Revised Statutes Section 38-511. IT IS ALSO UNDERSTOOD AND AGREED that this contract is subject to A.R.S. 28-1824, 28-1825, 28-1826, together with all other limitations pursuant to the applicable laws of the State of Arizona relating to public contracts and expenditures. 017 MA 209 H563901C IM-017-A(013)A PHOENIX - CORDES JUNCTION HWY. (I-17) (Peoria Ave. - Pinnacle Peak Rd.) Witness our hands and seals this 22nd day of August 2002 STATE OF ARIZONA By: /s/ Barry Crockett ---------------------------- Department of Transportation EVIDENCE OF AUTHORITY TO SIGN THE CONTRACT MUST BE ON FILE WITH THE DEPARTMENT, OTHERWISE IT MUST BE FURNISHED WITH THE PROPOSAL. PARTY OF THE FIRST PART Meadow Valley Contractors, Inc. --------------------------------- By: /s/ Bradley E. Larson --------------------------------- Contractor BRADLEY E. LARSON PRESIDENT Attest: /s/ Robert W. Bottcher PARTY OF THE SECOND PART ----------------------- Signature ROBERT W. BOTTCHER AREA MANAGER Article IX Revised 8/30/00 Contract Agreement Sheet 2 of 2 Printed 7/19/2002 Page 20 of 20 BID SCHEDULE [LOGO] TO ACCOMPANY ADDENDUM #1 017 MA 209 H563901C

ITEM NO. ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE EXTENDED AMOUNT 9250001 CONSTRUCTION SURVEYING AND LAYOUT L.SUM 1 200,000.00 200,000.00

BID TOTAL: 8,058,525.34 STATUTORY PAYMENT BOND PURSUANT TO TITLE 34, CHAPTER 2, ARTICLE 2 OF THE ARIZONA REVISED STATUTES (PENALTY OF THIS BOND MUST BE 100% OF THE CONTRACT AMOUNT) KNOW ALL MEN BY THESE PRESENTS: Bond No. 24006411 That, MEADOW VALLEY CONTRACTORS, INC., (hereinafter called the Principal), As Principal, and LIBERTY MUTUAL INSURANCE COMPANY. (hereinafter called Surety), a corporation organized and existing under the laws of the State of Massachusetts, with its principal office in the city of Boston, holding a certificate of authority to transact surety business in Arizona issued by the Director of the Department of Insurance, as Surety, are held and firmly bound unto the Arizona Department of Transportation (hereinafter called the Obligee in the amount of EIGHT MILLION, FIFTY-EIGHT THOUSAND, FIVE HUNDRED TWENTY-FIVE AND 34/100 dollars ($ 8,058,525.34), for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrator, executors, successors. WHEREAS, the Principal has agreed to enter into a certain contract with the Obligee for construction and completion of certain work described as 017 MA 209 H563901C IM-017-A(013)A PHOENIX - CORDES JUNCTION HWY. (I-17) (Peoria Ave. - Pinnacle Peak Rd.) which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall promptly pay all monies due to all persons supplying labor or materials to the principal or the principal's subcontractors in the prosecution of the work provided for in said contract, then this obligation shall be voided, otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond having been required of the said Principal in order to comply with the provisions of Title 34, Chapter 2, Article 2, of the Arizona Revised Statutes, all rights and remedies on this bond shall inure solely to such persons and shall be determined in accordance with the provisions, conditions, and limitations of said Title, Chapter and Article, to the same extent as if they were copied at length herein. The prevailing party in a suit on this bond shall recover as a part of the judgment such reasonable attorney's fees as may be fixed by a judge of the Court. Witness our hands this 21st day of August, 2002. MEADOW VALLEY CONTRACTORS, INC. /s/ Bradley E. Larson - --------------------------------- --------------------------------------- PRINCIPAL SEAL BY: Bradley E. Larson PRESIDENT LIBERTY MUTUAL INSURANCE COMPANY /s/ Jeri Apodaca - --------------------------------- --------------------------------------- SURETY SEAL BY: Jeri Apodaca, Attorney in Fact Aon Risk Services, Inc. 1901 Main Street #300, Irvine, CA 92614 - --------------------------------- --------------------------------------- AGENCY OF RECORD AGENCY ADDRESS /s/ Carol Trelford - ---------------------------------------- ARIZONA COUNTERSIGNATURE Carol Trelford 1850 North Central Avenue, Suite 1700 PAYMENT BOND - ---------------------------------------- SHEET 1 OF 1 ADDRESS Phoenix, AZ 85004 (602) 427-3200 - ---------------------------------------- PHONE NUMBER 12-1302 R9/92 EX-10.213 8 p67539exv10w213.txt EX-10.213 Exhibit 10.213 038203 CONTRACT THIS AGREEMENT, made and executed in FOUR (4) original counterparts this 24th day of September A.D. 2002 between the Utah Department of Transportation, hereinafter called "Department," first party, and MEADOW VALLEY CONTRACTORS, INC. hereinafter called "Contractor," second party. WITNESSETH, That for and in consideration of payments, hereinafter mentioned, to be made by the Department, the Contractor agrees to furnish all labor and equipment; to furnish and deliver all materials not specifically mentioned as being furnished by the Department and to do and perform all work in the CRACK & SEAT, OVERLAY, WIDENING, STRUCTURES & NOISE WALLS in SALT LAKE COUNTY, State of Utah, the same being identified as *IM-NH-215-9(102)10 for the approximate sum of Sixteen Million One Hundred Twenty Seven Thousand Six Hundred Twenty Eight Dollars and 75/100 ($16,127,628.75). The Contractor further covenants and agrees that all of said work and labor shall be done and performed in the best and most workmanlike manner and in strict conformity with the plans and specifications. The said Plans, and Specifications and the Notice to Contractors, Instruction to Bidders, the Proposal, Special Provisions and Contract Bond are hereby made a part of this agreement as fully and to the same effect as if the same had been set forth at length herein. In consideration of the foregoing premises, the Department agrees to pay to Contractor in the manner and in the amount provided in the said specification and proposal. IN WITNESS WHEREOF, The parties hereto have subscribed their names through their proper officers thereunto duly authorized as of the day and year first above written. Attest: UTAH DEPARTMENT OF TRANSPORTATION /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] - -------------------------------------- -------------------------------------- Secretary Director of Transportation-First Party /s/ [ILLEGIBLE] MEADOW VALLEY CONTRACTORS, INC. - -------------------------------------- -------------------------------------- WITNESS TO: COMPANY REPRESENTATIVE SECOND PARTY APPROVED AS TO FORM: BY /s/ Steve Kiesel ----------------------------------- Steve Kiesel - Area Manager BY /s/ [ILLEGIBLE] -------------------------------------- - -------------------------------------- COMPANY REPRESENTATIVE UDOT LEGAL COUNSEL APPROVED /s/ [ILLEGIBLE] 94-279836-5501 ----------------------------- -------------------------------------- CONTRACT ADMINISTRATOR UTAH CONTRACTOR LICENSE NUMBER FUNDS AVAILABLE ----------------------- /s/ Janet Gladman 10/15/02 ---------------------------- -------- BUDGET OFFICER DATE Executed in Four Counterparts PERFORMANCE BOND TITLE 63, CHAPTER 56, SEC., 38 AND 39, U.C.A., 1953 AS AMENDED BOND NO. 24006414 KNOW ALL MEN BY THESE PRESENTS: That, MEADOW VALLEY CONTRACTORS, INC. hereinafter referred to as the "Principal," and LIBERTY MUTUAL INSURANCE COMPANY a corporation organized and existing under the laws of the State of MASSACHUSETTS with its principal office in the City of BOSTON hereinafter referred to as the "Surety," are held and firmly bound unto the State of Utah by and through the Utah Department of Transportation, hereinafter referred to as the "Obligee," in the amount of SIXTEEN MILLION ONE HUNDRED TWENTY SEVEN THOUSAND SIX HUNDRED TWENTY EIGHT DOLLARS AND 75/100 ($16,127,628.75) for the payment whereof, the said Principal and Surety bind themselves, their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, The Principal has entered into a certain written contract with the obligee, dated the 9th day of October 2002 for CRACK & SEAT, OVERLAY, WIDENING, STRUCTURES & NOISE WALLS in the COUNTY OF SALT LAKE State of Utah, Project No. *IM-NH-215-9(102)10 for the approximate sum of SIXTEEN MILLION ONE HUNDRED TWENTY SEVEN THOUSAND SIX HUNDRED TWENTY EIGHT DOLLARS AND 75/100 ($16,127,628.75) which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, The condition of this obligation is such, that if the said Principal shall faithfully perform the contract in accordance with the plans, specifications, and conditions thereof, then, this obligation shall be void, otherwise to remain in full force and effect. PROVIDED, HOWEVER, That this bond is executed pursuant to the provisions of Title 63, Chapter 56, Utah Code Annotated, 1953, as amended, and all liabilities on this bond to all such claimants shall be determined in accordance with said provisions, to the same extent as if it were copied at length herein. IN WITNESS WHEREOF, The said Principal and Surety have signed and sealed this instrument this 18 day of Sept. 2002. MEADOW VALLEY CONTRACTORS INC. (Seal) ----------------------------------------- /s/ ILLEGIBLE (Seal) ----------------------------------------- CONTRACTOR COMPANY REPRESENTATIVE WITNESS OR ATTESTATION: /s/ ILLEGIBLE - ----------------------------------- WITNESS TO: CONTRACTOR COMPANY REPRESENTATIVE Liberty Mutual Insurance Company ---------------------------------------- SURETY COMPANY Phone: (714) 542-9815 ---------------------------------- /s/ Rhonda C. Abel By Jeri Apodaca - ----------------------------------- -------------------------------------- WITNESS TO: ATTORNEY-IN-FACT Jeri Apodaca, ATTORNEY-IN-FACT STATE OF: MASSACHUSETTS CITY OF: BOSTON STATE OF CALIFORNIA COUNTY OF ORANGE Jeri Apodaca being first duly sworn on oath disposes and says, that he is the Attorney-in-Fact of the Liberty Mutual Insurance* and that he is duly authorized to execute and deliver the foregoing obligation, that said Company is authorized to execute the same, and has complied in all respects with the laws of Utah in reference to becoming sole surety upon bonds, undertakings, and obligations. *Company /s/ Jeri Apodaca ---------------------------------------- ATTORNEY-IN-FACT Jeri Apodaca Subscribed and sworn to before me this 18th day of September 2002. My commission expires: August 9, 2005 /s/ Rhonda C. Abel ---------------------------------------- NOTARY PUBLIC Rhonda C. Abel APPROVED AS TO FORM: /s/ ILLEGIBLE ------------------------ UDOT LEGAL COUNSEL [RHONDA C. ABEL NOTARY PUBLIC SEAL] EX-10.214 9 p67539exv10w214.txt EX-10.214 EXHIBIT 10.214 [ADOT LOGO] INTERMODAL TRANSPORTATION DIVISION CONTRACTS & SPECIFICATIONS SECTION 1651 W Jackson St. Room 121F Phoenix, Arizona 85007-3217 Phone (602) 712-7221 Fax (602) 712-6956 Jane Dee Hull Dick Wright Governor State Engineer Victor M. Mendez Director December 24, 2002 Meadow Valley Contractors, Inc. PO BOX 60726 Phoenix, AZ 85082-0726 RE: 095 YU 012 H441502C NH-063-1(018)N SAN LUIS - Yuma QUARTZSITE(SR 95) (Somerton - 32nd Street) ITEM#25201 At a meeting on December 20, 2002, the Transportation Board awarded a contract for the construction of the above referenced project to you in accordance with the proposal you submitted to this Department on November 8, 2002. This is your Notice of Award of Contract. In accordance with subsection 103.08 of the Specifications, you shall sign the contract and return it with satisfactory contract bonds no later than 10 calendar days after the date of this notice of award. Your submittal shall include the required Certificate of Insurance and Workers Compensation documents. The Department will not execute the contract until all documentation is submitted and work shall not start nor shall there be a partnering meeting nor a preconstruction conference until the contract is fully executed. In accordance with subsection 108.02 of the Standard Specifications, you shall begin work on or before February 7, 2003. Contract time will be charged commencing on that date. Contact the Construction Supervisor as shown on the advertisement for proposals to arrange a Preconstruction Conference. We look forward to working with your company toward the successful completion of this project. Sincerely, /s/ Barry Crockett BARRY CROCKETT Engineer-Manager BC:erb cc: District Engineer Resident Engineer CONTRACT AGREEMENT THIS AGREEMENT, made and entered into this 31ST day of DECEMBER, 2002, by and between the STATE OF ARIZONA, acting by and through its State Engineer duly authorized by the Director, Arizona Department of Transportation to enter into such agreement, party of the first part, and MEADOW VALLEY CONTRACTORS INC. hereinafter called the Contractor, party of the second part. WITNESSETH: That the said Contractor, for in consideration of the sum to be paid him by said State Arizona in the manner and at the time hereinafter provided, and of the other covenants and agreements herein contained, hereby agrees, for himself, heirs, administrators, successors and assigns as follows: ARTICLE I -- SCOPE OF WORK: The Contractor shall perform in a workmanlike and substantial manner and to the satisfaction of the State Engineer, all the work specified under TRACS/Project No. 095 YU 012 H441502C NH-063-1(018)N SAN LUIS-YUMA-QUARTZSITE HWY (US 95) (Somerton -- 32nd Street) and furnish at his own cost and expense all necessary machinery, tools, apparatus, materials and labor to complete the work in the most substantial and workmanlike manner according to the Plans and Specifications therefor on file with the State Engineer and such modifications of the same and other directions that may be made by the State Engineer as provided herein. ARTICLE II -- CONTRACT DOCUMENTS: It is further agreed that the Proposal, Plans, Standard Specifications, Special Provisions, Contract Bond(s) and any and all Supplementary Agreements, and any and all requirements necessary to complete the work in a substantial and acceptable manner, and any and all equipment and progress statements required, are hereby referred to and made a part of this contract, and shall have the same force and effect as though all of the same were fully inserted herein. ARTICLE III -- WARRANTY: The Contractor expressly warrants that he is free from obligation of any other person or persons for services rendered, or supposed to have rendered, in the procurement of this contract. He further agrees that any breach of the Warranty shall constitute adequate cause for the annulment of the Contract by the State of Arizona and that the State of Arizona may retain to its own use from any sums of money due or become due thereunder, an amount thereof equal to any brokerage, commission, or percentage so paid, or agreed to be paid. ARTICLE IV -- TIME OF COMPLETION: The Contractor further covenants and agrees that all of the said materials shall be furnished and delivered and all of the said labor shall be done and performed in every respect to the satisfaction and approval of the State Engineer and that the said work shall be turned over to the State Engineer, complete and ready for use, on or before the specified time herein. The work shall be free and discharged of all claims and demands whatsoever for, or on account of any and all labor and materials used or furnished to be used in said work. It is expressly understood and agreed that in case of failure on the part of the Contractor, for any reason, except with the written consent of the State Engineer, to complete the entire work to the satisfaction of the State Engineer, and within the aforesaid time limit, the party of the first part shall deduct from any money due, or which may become due the Contractor, as liquidated damages, an amount in accordance with Subsection 108.09 of the Contract Specifications. If no money shall be due the Contractor, the State shall have a cause of action to recover against the Contractor in a court of competent jurisdiction, liquidated damages, in accordance with Subsection 108.09 of the Contract Specifications, said deduction to be made, or said sum to be recovered, not as a penalty, but as liquidated damages; provided, however, that upon receipt of written notice from the Contractor, of the existence of causes, as herein provided, over which said Contractor has no control and which must delay the completion of said work or any delay occasioned by the Arizona Department of Transportation, the State Engineer may extend the period hereinbefore specified for the completion of said work in accordance with the Specifications and in such case, the Contractor shall become liable for said liquidated damages for delays commencing from date said extension period shall expire. After the date as set up in Contract plus any extension granted, no further payments shall be made the Contractor until all work is completed and accepted by the State engineer. It is also agreed that the date of completion shall be that upon which the work is accepted by the State Engineer. ARTICLE V -- CLAIMS FOR EXTRA WORK: It is distinctly understood and agreed that no claim for extra work or materials, not specifically herein provided, done or furnished by the Contractor, will be allowed by the State Engineer, nor shall the Contractor do any work or furnish any materials not covered by these Specifications and Contract, unless such work is ordered in writing by the State Engineer. In no event shall the Contractor incur any liability by reason of any oral direction or instruction that he may be given by the State Engineer, or his authorized representatives. It is the intent and meaning of this Article that all orders, directions, instructions, not contained in the Plans, Specifications, and Special Provisions, pertaining to the work shall be in writing, and the Contractor hereby waives any claims for compensation for work done, or materials furnished in violation thereof. ARTICLE VI -- MISUNDERSTANDING OR DECEPTION: The party of the second party agrees that he has investigated the site of the work and all parts and appurtenances thereto and hereby waives any right to plead misunderstanding or deception as to location, character of work or materials, estimates of quantities or other conditions surrounding or being a part of the work and understands that the quantities or other conditions surrounding or being a part of the work and understands that the quantities given in the Bidding Schedule are approximate only, and hereby agrees to accept the quantities as actually placed and finally determined upon the completion of the work, in accordance with the Contract Documents. ARTICLE VII -- PAYMENTS: For and in consideration of the faithful performance of the work herein embraced, as set forth in the Contract Agreement, Specifications, Special Provisions, Bidding Schedule and all general and detailed Specifications and Plans, which are a part hereof, and in accordance with the directions of the State Engineer and to his satisfaction or his authorized agents, the said State of Arizona agrees to pay to said Contractor the amount earned, computed from the actual quantities of work performed, as shown by the estimates of the State Engineer, and the unit prices named in the attached Bidding Schedule and Supplementary Agreements made a part hereof, and to make such payments in the manner and at the time provided in the specifications hereto appended. 0912 R10/91 Sheet 1 of 2 ARTICLE VIII - IT IS EXPRESSLY UNDERSTOOD AND AGREED that no work shall be done nor any obligations incurred under this contract during any fiscal year which are in excess of the funds programmed and budgeted for this project for that fiscal year. ARTICLE IX - THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE STATE, its officers and employees, from all suits, actions or claims of any character brought because of any injuries or damage received or sustained by any person, persons or property on account of the operations of the said contractor or an account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect or misconduct of said contractor; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree, except the contractor is not required to indemnify or save harmless the State from liability arising from the negligence of the State. The contractor shall indemnify and save harmless any county or incorporated city, its officers and employees, within the limits of which county or incorporated city work is being performed, all in the same manner and to the same extent as provided in the above paragraph. IT IS FURTHER UNDERSTOOD AND AGREED that all work required to be done under this contract in excess of the funds now appropriated and budgeted for this project shall not be done nor any obligation incurred therefor until such time as the Legislature appropriates the additional funds and the same are budgeted for this project by the Arizona Department of Transportation and in that event the parties hereto are bound to continue performance of this contract to the extent permitted by the funds so appropriated and budgeted. In the event that no funds are appropriated or budgeted for this project for the succeeding fiscal year, then this contract shall be null and void, except as to that portion for which funds have now been appropriated and budgeted, therefore, and no right of action or damages shall accrue to the benefit of the parties hereto as to that portion of the contract that may so become null and void. All parties are hereby put on notice that this contract (agreement) is subject to cancellation by the Governor pursuant to Arizona Revised Statutes Section 38-511. IT IS ALSO UNDERSTOOD AND AGREED that this contract is subject to A.R.S. 28-1824, 28-1825, 28-1826, together with all other limitations pursuant to the applicable laws of the State of Arizona relating to public contracts and expenditures. 095 YU 012 H441502C NH-063-1(018)N SAN LUIS-YUMA-QUARTZSITE HWY (US 95) (Somerton - 32nd Street) Witness our hands and seals this 31st day of DECEMBER 2002 ____ ______________ __ STATE OF ARIZONA By: [Illegible] _____________________________________ For: Department of Transportation EVIDENCE OF AUTHORITY TO SIGN THE CONTRACT MUST BE ON FILE WITH THE DEPARTMENT, OTHERWISE IT MUST BE FURNISHED WITH THE PROPOSAL. PARTY OF THE FIRST PART Meadow Valley Contractors, Inc. _____________________________________ By: /s/ Robert W. Bottcher _____________________________________ Contractor ROBERT W. BOTTCHER AREA MANAGER Attest: [Illegible] _____________________________ PARTY OF THE SECOND PART Signature Article IX Revised 8/30/00 Contract Agreement Sheet 2 of 2 Printed 2/2002 Page 12 of 12 BID SCHEDULE 095 YU 012 H441502C

- -------------------------------------------------------------------------------------------------------------- ITEM NO. ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE EXTENDED AMOUNT - -------------------------------------------------------------------------------------------------------------- 9240020 FORCE ACCOUNT WORK (REMOVAL OF L.SUM 1.000 $ 80,000.00 $ 80,000.00 IRRIGATION PIPE) - -------------------------------------------------------------------------------------------------------------- 9240111 MISCELLANEOUS WORK (HANDRAIL) M 46.000 150.00 6,900.00 (DETAIL E) - -------------------------------------------------------------------------------------------------------------- 9240126 MISCELLANEOUS WORK (MEDIAN CHANNEL- L.SUM 1.000 3,000.00 3,000.00 IZATION) (DETAIL K) - -------------------------------------------------------------------------------------------------------------- 9240142 MISCELLANEOUS WORK (HAUL MILLINGS) M3 19,077.000 5.00 95,385.00 - -------------------------------------------------------------------------------------------------------------- 9240170 CONTRACTOR QUALITY CONTROL L.SUM 1.000 200,000.00 200,000.00 - -------------------------------------------------------------------------------------------------------------- 9250001 CONSTRUCTION SURVEYING AND LAYOUT L.SUM 1.000 195,000.00 195,000.00 - -------------------------------------------------------------------------------------------------------------- 9260004 ENGINEERS FIELD OFFICE L.SUM 1.000 35,000.00 35,000.00 - --------------------------------------------------------------------------------------------------------------

------------------ BID TOTAL: $10,532,664.85 ------------------ STATUTORY PERFORMANCE BOND PURSUANT TO TITLE 34, CHAPTER 2, ARTICLE 2 OF THE ARIZONA REVISED STATUTES (PENALTY OF THIS BOND MUST BE 100% OF THE CONTRACT AMOUNT) KNOW ALL MEN BY THESE PRESENTS: Bond No. 24006430 That, Meadow Valley Contractors, Inc. (hereinafter called the Principal), As Principal, and Liberty Mutual Insurance Company (hereinafter called Surety), a corporation organized and existing under the laws of the State of Massachusetts, with its principal office in the city of Boston, holding a certificate of authority to transact surety business in Arizona issued by the Director of the Department of Insurance, as Surety, are held and firmly bound unto the Arizona Department of Transportation (hereinafter called the Obligee in the amount of TEN MILLION, FIVE HUNDRED THIRTY-TWO THOUSAND, SIX HUNDRED SIXTY-FOUR AND 85/100 dollars ($10,532,664.85), for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrator, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has agreed to enter into a certain contract with the Obligee for construction and completion of certain work described as. 095 YU 012 H441502C NH-063-1(018)N SAN LUIS-YUMA-QUARTZSITE HWY (US 95) (Somerton - 32nd Street) which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully perform and fulfill all the undertakings, covenants, terms, conditions and agreements of said contract during the original term of said contract any extension thereof, with or without notice to the Surety, and during the life of any guaranty required under the contract, and shall also perform and fulfill all the undertakings, covenants terms, conditions, and agreement of any and all duly authorized modifications of said contract that may hereafter be made, notice of which modifications to the Surety being hereby waived; then the above obligation shall be void, otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Title 34, Chapter 2, Article 2, of the Arizona Revised Statutes, and all liabilities on this bond shall be determined in accordance with the provisions of said Title, Chapter and Article, to the extent as if they were copied at length herein. The prevailing party in a suit on this bond shall recover as a part of the judgment such reasonable attorneys' fees as may be fixed by a judge of the Court. Witness our hands this 26th day of December, 2002. MEADOW VALLEY CONTRACTORS, INC. /s/ Robert W. Bottcher - ------------------------------- ------------------------------------------ PRINCIPAL SEAL BY: ROBERT W. BOTTCHER AREA MANAGER LIBERTY MUTUAL INSURANCE COMPANY /s/ Rhonda C. Abel - ------------------------------- ------------------------------------------ SURETY SEAL BY: Rhonda C. Abel, Attorney-in-Fact Aon Risk Services 1901 Main St., Suite 300, Irvine, CA 92614 - ------------------------------- ------------------------------------------ AGENCY OF RECORD AGENCY ADDRESS /s/ Carol Trelford - ------------------------------- ARIZONA COUNTERSIGNATURE 1850 North Central Avenue, Suite 1700 Phoenix, AZ 85004 - ------------------------------- PERFORMANCE BOND ADDRESS SHEET 1 OF 1 (602) 427-3200 - ------------------------------- PHONE NUMBER 12-1301 R9/92 EX-10.215 10 p67539exv10w215.txt EX-10.215 EXHIBIT 10.215 AGREEMENT This agreement is made by and between Fisher Sand & Gravel Co. ("Fisher") and Meadow Valley Contractors, Inc. ("MVCI"). RECITALS: WHEREAS, MVCI was determined to be the lowest responsible bidder by the Arizona Department of Transportation on Project No. AC-063-1(018)N, otherwise known as the San Louis-Quartzite Highway (US 95) (the "Project"); WHEREAS, ADOT has confirmed its intention to award the prime contract for the Project to MVCI; WHEREAS, prior to the submission of bids, Fisher agreed to sign act as a co-indemnitor in favor of MVCI's surety, Liberty Mutual Insurance Company (the "Surety"), in order to assist MVCI in securing the payment and performance bonds for the Project; WHEREAS, as consideration for Fisher's indemnity commitment, MVCI agreed to award Fisher a material supply agreement for the aggregates and certain other materials required on the Project if MVCI was awarded the prime contract. The parties are in the process of negotiating the terms of that supply contract, which will be a separate and independent agreement; WHEREAS, given ADOT's expressed intention to award the prime contract to Meadow Valley, the parties desire to enter into this agreement to confirm their indemnity obligations concerning the bonding that ultimately will be provided by the Surety. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed: 1. Fisher agrees to sign an indemnity agreement in a form acceptable to the Surety indemnifying the Surety from costs incurred or damages sustained by the Surety on the Project. MVCI has or will execute a similar indemnity. 2. MVCI shall pay all premiums required for the payment and performance bonds for the Project out of the proceeds for the Project. 3. MVCI will enter into a written agreement with Fisher regarding the sale and provision of aggregate materials in accordance with the terms of the prime contract and Fisher's prebid price quotation to MVCI. That material supply agreement shall be a precondition to Fisher's indemnity obligations to the Surety. Payment under the material supply agreement shall be Fisher's sole source of compensation regarding the Project. 4. MVCI shall defend and indemnify Fisher and the Surety from any and all claims asserted against the Surety and/or damages sustained by Fisher as a result of having indemnified the Surety for the Project. MVCI's defense and indemnity obligation shall not include any claims or damages related to the materials supplied by or the acts or omissions of Fisher concerning the Project. 5. The parties agree that it is not their intention to be joint venture partners at any time or for any purpose with regard to the Project. Fisher shall not share any of its profits or losses on the supply of aggregate materials with MVCI and MVCI shall not share any losses or profits on the balance of the work required for the Project. Other than the indemnity obligations identified herein and to be reflected in a separate indemnity agreement with the Surety, the parties' sole relationship with regard to the Project shall be as material supplier and prime contractor. 6. In order to facilitate administration of the Project and to ensure payment of all subcontractors and suppliers, MVCI shall establish a separate bank account (the "Account") in its name and containing the name of the Project. The Account shall be used exclusively for the Project until final completion at which time Fisher and MVCI shall agree on the date on which the final amounts shall be distributed to MVCI. (a) MVCI agrees that it will not open or maintain any other bank accounts relating to the Project without the prior written consent of Fisher. (b) MVCI shall deposit all payments from ADOT in the Account. (c) MVCI shall provide a copy of all State Pay Estimates and checks to Fisher. (d) MVCI will provide Fisher monthly pay estimates that must be signed off by Fisher before any checks are printed by MVCI. (e) All withdrawals relating to subcontractors or suppliers shall be based on monthly "Subcontractor Payment Estimate" forms to be prepared by MVCI, or such other form as is mutually agreed upon by Fisher and MVCI. Fisher agrees not to unreasonably withhold its consent to disbursements requested by MVCI to pay for completed work. (f) The parties agree that payment from the Account shall be based upon the quantities and unit prices reflected in the prime contract, the prices reflected in the various subcontracts and related billings, the Fisher supply agreement, and the payments made by ADOT to MVCI. (g) All checks written out of the Account must have signatures from both a MVCI representative and a Fisher representative. (h) All payments made to subcontractors or entities who have filed a preliminary notice on the project must include a Lien Waiver that must be signed and returned before any further payments can be made to that company. (i) Fisher shall be provided copies of bank statements and shall be provided an accounting, which will show the deposits, checks, amounts, dates of payments and payees, upon reasonable request by Fisher. (j) Payment to MVCI shall be based upon completed quantities for a particular pay period and the unit prices reflected in the prime contract, after paying applicable subcontractor and material invoices for that particular period. 7. Should any dispute arise between the parties regarding this agreement or the related indemnity obligations, the parties agree that such dispute shall be resolved through binding arbitration before the American Arbitration Association under the Construction Industry Rules. No such action shall be instituted until any underlying litigation involving the bonds issued by the Surety is resolved through either settlement or the entry of judgment. The locale for any such arbitration shall be Phoenix, Arizona. The parties agree that they shall be allowed to conduct discovery and that the arbitrator(s) shall have full authority to award the prevailing party attorneys' fees and costs. 8. Other than the separate supply agreement that the parties will enter into, this agreement reflects the entire agreement amongst the parties regarding the Project. DATED this 23rd day of December, 2002. MEADOW VALLEY CONTRACTORS, INC. FISHER SAND & GRAVEL CO. By: /s/ Kenneth D. Nelson By: /s/ Amiel Schaff ------------------------- ------------------------ Its: Vice President Its: Treasurer ---------------------- -------------------- EX-10.216 11 p67539exv10w216.txt EX-10.216 EXHIBIT 10.216 NORTH LAS VEGAS CITY COUNCIL AGENDA ITEM Number: NOV 6 2002 ________________________________________________________________________________ SUBJECT: Award of the "A" Channel - Craig Confluence Project, Bid No. 1124. ________________________________________________________________________________ REQUESTED BY: James A. Bell, P.E., Director of Public Works ________________________________________________________________________________ RECOMMENDATION OR RECOMMENDED MOTION: That the City Council Award the Construction Contract, including Adding Alternate #2, to the lowest responsive bidder, Meadow Valley Contractors, Inc., pending Clark County Regional Flood Control District approval of the Second Supplemental Interlocal Contract for additional funding on November 14, 2002. ________________________________________________________________________________ FISCAL IMPACT: ACCOUNT NUMBER: Amount: Explanation: $5,328,096.04 Clark County Regional Flood Control District 438-4296-4535 307,671.60 City of North Las Vegas - Park District III Funds 253-4521-4530 53,076.32 Street Maintenance Program -Tax Override (FY 02/03) 268-4312-4535 - ------------- $5,688,843.96 TOTAL BID ________________________________________________________________________________ STAFF COMMENTS AND BACKGROUND INFORMATION: The "A" Channel - Craig Confluence Project involves construction of a regional flood drainage conveyance facility, including 4,060 feet of concrete-lined open channels, 3,600 feet of enclosed concrete box culverts, half street improvements on Alexander Road, Revere Street, and Kings Hill Road, and lighting, landscaping, and restoration improvements in Goldcrest Park. The alignment for the Project is from Alexander Road to Revere Street, across Goldcrest Park, and from Goldfield Street to North Fifth Street, paralleling Craig Road, as shown on the enclosed Vicinity Map. At the August 7, 2002 meeting, the City Council rejected all bids previously received, and the Contract Documents were revised and re-advertised for bids. Six bids were received at a public Bid Opening held on September 30, 2002 as detailed on the attached Bid Abstract. The lowest responsive Total Bid (Base Bid plus Additive Alternate #2) of $5,688,843.96, submitted by Meadow Valley Contractors, Inc., is 1% below the consulting engineer's cost estimate. Two Additive Alternates allowed bidders to choose between cast-in-place concrete (Alternate #1) or precast structures (Alternate #2) which was selected by the low bidder. Additive Alternate #2 must be awarded at this time to complete the Project. (Continued on Page 2) ________________________________________________________________________________ LIST CITY COUNCIL GOAL(S): This Flood Control Project is consistent with Council's Priority of Planned and Quality Growth. ________________________________________________________________________________ PREPARED BY: APPROVAL: CITY COUNCIL MEETING DATE: /s/ James A. Bell /s/ Kurt Fritsch JAMES A. BELL, P.E. KURT FRITSCH 11/06/02 DIR. OF PUBLIC WORKS CITY MANAGER ________________________________________________________________________________ CONTRACT AWARD "A" CHANNEL - CRAIG CONFLUENCE PROJECT BID NO. 1124 CITY OF NORTH LAS VEGAS CONSTRUCTION CONTRACT BID NO: 1124 ---------- DATE: November 6, 2002 ---------------- NAME OF CONTRACTOR: MEADOW VALLEY CONTRACTORS, INC. ------------------------------- ADDRESS OF CONTRACTOR: 4365 Andrews, Suite F, North 89031 ---------------------------------- Individual Partnership x Corporation -------- -------- -------- in the State of Nevada ------ Contract for "A" Channel - Craig Confluence Project in the amount of *****FIVE MILLION SIX HUNDRED EIGHTY EIGHT THOUSAND EIGHT HUNDRED FORTY THREE DOLLARS AND 96/100***** ($**5,688,843.96*** ). THIS CONTRACT entered into, effective this date by the City of North Las Vegas, Nevada, hereinafter called CITY, represented by the Mayor, executing this Contract, and the individual, partnership, or corporation named above, hereinafter called CONTRACTOR, witnesseth that the parties hereto do mutually agree as follows: STATEMENT OF WORK: The CONTRACTOR shall furnish all labor, equipment and materials and perform the Work above described for the amount stated above in strict accordance with the Contract Documents, including the Specifications of the CITY and the schedule of Drawings and other requirements, all of which are incorporated herein by reference. All Work is the sole responsibility of the CONTRACTOR unless specifically provided otherwise. TIME FOR COMPLETION: The Work which the CONTRACTOR is required to perform under this Contract shall be commenced at a time stipulated by the CITY in the written "Notice-to-Proceed" and shall be completed according to the following: (240 Calendar Days to construction completion of the project, including completion of punch list items, final cleanup and demobilization) LIQUIDATED DAMAGES: Liquidated Damages as provided for in the specifications and conditions shall be assessed in the amounts stated below per day for each calendar day after the construction completion date, or applicable extension thereof as provided in the Specifications and Requirements, that completion of the Work is delayed. 1) Liquidated Damages for failure to complete the requirements for the Construction Completion milestone within the time period indicated shall be ONE THOUSAND DOLLARS ($1,000.00) per day. CA-1 CONTRACT AWARD "A" CHANNEL - CRAIG CONFLUENCE PROJECT BID NO. 1124 2) Liquidated Damages for late contract documents noted in the Contract Award Instructions Section, CI.14 shall be TWO HUNDRED DOLLARS ($200.00) per day. 3) Liquidated Damages for late submittals noted in the Contract Award Instructions Section, CI.15 shall be TWO HUNDRED DOLLARS ($200.00) per day. IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date entered on the first page hereof. CITY OF NORTH LAS VEGAS MEADOW VALLEY CONTRACTORS, INC. (CONTRACTOR) By /s/ MICHAEL L. MONTANDON By /s/ ------------------------ --------------------- Michael L. Montandon Nevada Area Manager Mayor ------------------- Title ATTEST: /s/ EILEEN M. SEVIGNY - --------------------- Eileen M. Sevigny, CMC City Clerk APPROVED AS TO FORM: /s/ Sean T. McGowan - ------------------- Sean T. McGowan City Attorney CA-2 Executed in Duplicate CONTRACT AWARD "A" CHANNEL - CRAIG CONFLUENCE PROJECT BID NO. 1124 CITY OF NORTH LAS VEGAS PERFORMANCE BOND BOND NUMBER 24006426 ----------- DATE EXECUTED November 19, 2002 ------------------- IMPORTANT: SURETY COMPANIES EXECUTING BONDS MUST BE LICENSED TO ISSUE SURETY BY THE STATE OF NEVADA INSURANCE DIVISION PURSUANT TO NRS 683A.090 AND ISSUED BY AN APPOINTED AGENT PURSUANT TO NRS 683A.280. NOTE: INDIVIDUAL SURETY BONDS ARE NOT ACCEPTABLE. KNOW BY ALL MEN BY THESE PRESENTS, That we, the CONTRACTOR AND SURETY, are held and firmly bound unto the City of North Las Vegas, NEVADA, hereinafter referred to as the City, in the penal sum of *****FIVE MILLION SIX HUNDRED EIGHTY EIGHT THOUSAND EIGHT HUNDRED FORTY THREE DOLLARS AND 96/100***** ($**5,688,843.96***) for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, That whereas the CONTRACTOR entered into a certain Contract with the City, to perform all Work required under the Bidding Schedule(s), Bid No. 1124, of the City's specifications, entitled "A" Channel - Craig Confluence Project. NOW THEREFORE, if said CONTRACTOR shall well and truly perform and fulfill all the undertakings, covenants, terms and conditions and agreements of said Contract during the original term of said Contract, then this obligation shall be null and void, otherwise it shall remain in full force and effect. PROVIDED, that any modifications in the Work to be done or the materials to be furnished, which may be made pursuant to the terms of said Contract, shall not in any way release either said Contractor or said Surety thereunder, nor shall any extensions of time granted under the provisions of said Contract release either said Contractor or said Surety, and notice of such modifications or extensions of the Contract is hereby waived by said Surety. SIGNED this 19th day of November 2002. ------ --------- -- (SEAL AND NOTARIAL ACKNOWLEDGMENT OF SURETY) Aon Risk Services Inc. of Nevada Meadow Valley Contractors, Inc. -------------------------------- ------------------------------- (Resident Agent) (Principal Contractor) Nevada Lic. #8040 Robert Terril, Nevada Area Manager -------------------------------- ------------------------------------ (State of Nevada, License Number) (Authorized Representative and Title) Marian Keefe Lic. #73338 By: /s/ Robert Terril -------------------------------- -------------------------------- (Appointed Agent Name) (Signature) Surety: Liberty Mutual Insurance Company By: /s/ Marian Keefe -------------------------------- ----------------------------- (Signature) 1675 -------------------------------- (State of Nevada, License Number) Address: 2300 West Sahara avenue #560 ---------------------------- Aon Risk Services, Inc. Las Vegas, NV 89102 ------------------------------- ---------------------------- (Appointed Agent Name) Telephone: (702) 227-0300 ---------------------------- By: /s/ Jeri Apodaca ----------------------------- (Signature) Jeri Apodaca, Attorney in Fact Address: 1901 Main Street, Suite 300 Irvine, CA 92614 ----------------------------- Telephone: (949) 608-6300 ---------------------------- ISSUING COMPANY MUST HOLD CERTIFICATES OF AUTHORITY AS ACCEPTABLE SURETY ON FEDERAL BONDS AND AS ACCEPTABLE REINSURING COMPANY WITH LISTING IN THE DEPARTMENT OF TREASURY, FISCAL SERVICE (DEPARTMENT CIRCULAR 570, CURRENT REVISIONS). CA-3 EX-10.217 12 p67539exv10w217.txt EX-10.217 CIT Tel: 800 553-8778 Exhibit 10.217 Equipment Rental and Finance-US P.O. Box 27248 1540 W. Fountainhead Parkway Tempe, AZ 85285-7248 Tempe, AZ 85282 www.cit.com [CIT LOGO] Ready Mix, Inc. 3430 E. Flamingo Rd. #100 Las Vegas, NV 89121-5018 RE: RENEWAL AND AMENDMENT OF AMENDED AND RESTATED REVOLVING LOAN AGREEMENT Gentlemen: Reference is made to the Amended and Restated Revolving Loan Agreement, dated July 27, 2001, as amended (the "Loan Agreement"), between Ready Mix, Inc., (the "Company") and The CIT Group/Equipment Financing, Inc. ("CIT"). The Loan Agreement shall be amended as follows: 1. Section 1 of the Loan Agreement: JANUARY 1, 2003 (the "Termination Date"), is amended to read: JANUARY 1, 2004 (the "Termination Date"). 2. Section 2(c) of the Loan Agreement: DECEMBER 31, 2000, is amended to read: DECEMBER 31, 2001. 3. Section 3 of the Loan Agreement is amended to add the following: Company hereby authorizes CIT, in its sole election, to charge to the Loan Account(s) and cause to paid all interest described in Section 5, in addition to fees, expenses, and other charges due and owing by the Company under this Agreement as such payments become due. The Company confirms that any charges which CIT may so make to the Company's Loan Account(s) as herein provided will be made as an accommodation to the Company and that such charges may be made even if such charges would cause the aggregate balance of the Loan Account(s) to exceed the Borrowing Availability. 4. Section 4.2. of the Loan Agreement: JANUARY 31, 2003, is amended to read: JANUARY 31, 2004. 5. Section 8.2(b) of the Loan Agreement: Eighty-three (83%) of the aggregate appraised value of the Eligible Equipment, is amended to read: Sixty-seven percent (67%) of the aggregate appraised value of the Eligible Equipment. 6. Section 8.3 of the Loan Agreement: The Total of Eligible Receivables as of the date June 30, 2001 is $4,799,696.09. Sixty-five percent (65%) of the Eligible Receivables is $3,119,763.46. The Aggregate appraised value of Eligible Equipment described in Schedule A as of this date is $64,500.00. Eighty-three percent (83%) of the aggregate appraised value of the Eligible Equipment is $53,535.00. The total Eligible Inventory as of the date MAY 31, 2001, is $910,078.10. Fifty percent (50%) of the Eligible Inventory is $455,039.05; however, the maximum advance per 8.2(c) above is $700,000.00, is amended to read: The Total of Eligible Receivables as of the date NOVEMBER 30, 2002 is $5,274,607.40. Sixty-five percent (65%) of the Eligible Receivables is $3,428,494.81. The Aggregate appraised value of Eligible Equipment described in Schedule A as of this date is $410,300.00. Sixty-seven percent (67%) of the aggregate appraised value of the Eligible Equipment is $274,901.00. The total Eligible Inventory as of the date NOVEMBER 30, 2002, is $943,621.76. Fifty percent (50%) of the Eligible Inventory is $471,810.88; however, the maximum advance per 8.2(c) above is $700,000.00. 1 / 2 7. Section 14 of the Loan Agreement is amended to add the following provision: 14.10 Ready Mix, Inc. defaults under the terms of that certain Revolving Loan Agreement dated July 27, 2001 between Ready Mix, Inc. and CIT, as amended. 8. Financial Covenant Rider to the Guaranty (2) is deleted and replaced with the following: at all times during the Guarantor's fiscal year 2001, the Guarantor's Tangible Net Worth will not be less than $11,000,000.00. For each fiscal year thereafter, the Guarantor's Tangible Net Worth shall not be less than the minimum Tangible Net Worth required to be maintained in the previous fiscal year plus 50% of the Guarantor's net income after taxes for the previous fiscal year. The minimum Tangible Net Worth required to be maintained pursuant to this section shall not be decreased if in any fiscal year the Guarantor has a deficit net income after taxes. The Company represents and warrants to CIT that this Renewal and Amendment Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; its representations and warranties set forth in this Renewal and Amendment Agreement and all other documents executed in connection therewith are true and correct on the date hereof; and there exists no event of default (as the term is defined in the Loan Agreement) under the Loan Agreement or any other executed in connection therewith on the date hereof. Except as modified herein, the Loan Agreement and all documents executed in connection therewith shall continue in full force and effect. In addition to the payments of principal, interest and other charges due under the terms of the Loan Agreement, the Company agrees to pay CIT a line renewal fee of $17,500.00 upon receipt of invoice. SCHEDULE "A" TO THE LOAN AGREEMENT IS AMENDED PER THE ATTACHED SCHEDULE "A" TO THIS RENEWAL AND AMENDMENT AGREEMENT. Sincerely, The CIT Group/Equipment Financing, Inc. By Title: -------------------- --------- ACKNOWLEDGED AND AGREED TO: GUARANTOR ACKNOWLEDGEMENT: Ready Mix, Inc. Meadow Valley Corporation By: /s/ Clint Tryon Title: Sec/Treas By: /s/ Kenneth Nelson Title: Vice President ------------------- ---------- ------------------ -------------- Meadow Valley Contractors, Inc. By: /s/ Bradley E. Larson Title: President ---------------------- -------------- 2/2 EX-10.218 13 p67539exv10w218.txt EX-10.218 CIT Tel: 800 553-8778 Exhibit 10.218 Equipment Rental and Finance-US P.O. Box 27248 1540 W. Fountainhead Parkway Tempe, AZ 85285-7248 Tempe, AZ 85282 www.cit.com [CIT LOGO] Meadow Valley Contractors, Inc. 4411 South 40th Street, Ste. D-11 Phoenix, AZ 85040 RE: RENEWAL AND AMENDMENT OF REVOLVING LOAN AGREEMENT, ACCOUNT # 90045210 Gentlemen: Reference is made to the Amended and Restated Revolving Loan Agreement, dated July 27, 2001, as amended (the "Loan Agreement"), between Meadow Valley Contractors, Inc., (the "Company") and The CIT Group/Equipment Financing, Inc. ("CIT"). The Loan Agreement shall be amended as follows: 1. Section 1 of the Loan Agreement: JANUARY 1, 2003 (the "Termination Date"), is amended to read: JANUARY 1, 2004 (the "Termination Date"). 2. Section 2(c) of the Loan Agreement: DECEMBER 31, 2000, is amended to read: DECEMBER 31, 2001. 3. Section 3 of the Loan Agreement is amended to add the following: Company hereby authorizes CIT, in its sole election, to charge to the Loan Account(s) and cause to paid all interest described in Section 5, in addition to fees, expenses, and other charges due and owing by the Company under this Agreement as such payments become due. The Company confirms that any charges which CIT may so make to the Company's Loan Account(s) as herein provided will be made as a accommodation to the Company and that such charges may be made even if such charges would cause the aggregate balance of the Loan Account(s) to exceed the Borrowing Availability. 4. Section 4.2 of the Loan Agreement: JANUARY 31, 2003, is amended to read: JANUARY 31, 2004. 5. Section 8.2(b) of the Loan Agreement: Eighty-three (83%) of the aggregate appraised value of the Eligible Equipment, is amended to read: Sixty-seven percent (67%) of the aggregate appraised value of the Eligible Equipment 6. Section 8.3 of the Loan Agreement: The Total of Eligible Receivables as of the date June 30, 2001 is $10,083,389.00. Sixty-five percent (65%) of the Eligible Receivables is $6,554,203.00. The Aggregate appraised value of Eligible Equipment described in Schedule A as of this date is $2,524,727.56. Eighty-three percent (83%) of the aggregate appraised value of the Eligible Equipment is $2,095,523.87. The total Eligible Inventory as of the date May 31, 2001, is $3,572,202.00. Fifty percent (50%) of the Eligible Inventory is $1,786,101.54; however, the maximum advance per 8.2(c) above is $700,000.00, is amended to read: The Total of Eligible Receivables as of the date November 30, 2002, is $9,399,687.00. Sixty-five percent (65%) of the Eligible Receivables is $6,109,796.55. The Aggregate appraised value of Eligible Equipment described in Schedule A as of this date is $2,486,050.00. Sixty-seven percent (67%) of the aggregate appraised value of the Eligible Equipment is $1,665,653.50. The total Eligible Inventory as of the date November 30, 2002, is $1,067,819.00. Fifty percent (50%) of the Eligible Inventory is $533,909.50; however, the maximum advance per 8.2(c) above is $700,000.00. 1/2 7. Section 14 of the Loan Agreement is amended to add the following provision: 14.10 Ready Mix, Inc. defaults under the terms of that certain Revolving Loan Agreement dated July 27, 2001 between Ready Mix, Inc. and CIT, as amended. 8. Financial Covenant Rider to the Guaranty (2) is deleted and replaced with the following: at all times during the Guarantor's fiscal year 2001, the Guarantor's Tangible Net Worth will not be less than $11,000,000.00. For each fiscal year thereafter, the Guarantor's Tangible Net Worth shall not be less than the minimum Tangible Net Worth required to be maintained in the previous fiscal year plus 50% of the Guarantor's net income after taxes for the previous fiscal year. The minimum Tangible Net Worth required to be maintained pursuant to this section shall not be decreased if in any fiscal year the Guarantor has a deficit net income after taxes. The Company represents and warrants to CIT that this Renewal and Amendment Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; its representations and warranties set forth in this Renewal and Amendment Agreement and all other documents executed in connection therewith are true and correct on the date hereof and; there exists no event of default (as the term is defined in the Loan Agreement) under the Loan Agreement or any other executed in connection therewith on the date hereof. Except as modified herein, the Loan Agreement and all documents executed in connection therewith shall continue in full force and effect. In addition to the payments of principal, interest and other charges due under the terms of the Loan Agreement, the Company agrees to pay CIT a line renewal fee of $17,500.00 upon receipt of invoice. SCHEDULE "A" TO THE LOAN AGREEMENT IS AMENDED PER THE ATTACHED SCHEDULE "A" TO THIS RENEWAL AND AMENDMENT AGREEMENT.

Dated: Sincerely, ----------- THE CIT GROUP/EQUIPMENT FINANCING, INC. ACKNOWLEDGED AND AGREED TO: Meadow Valley Contractors, Inc. By Title: -------------------- --------- By: /s/ Kenneth D. Nelson Title: Vice President ---------------------- --------------- GUARANTOR ACKNOWLEDGEMENT: Meadow Valley Corporation By: /s/ Bradley E. Larson Title: President ----------------------- ---------- Ready Mix, Inc. By: /s/ Clint Tryon Title: Sec/Treas -------------------- ----------

Including all present and future attachments and accessories thereto and replacements and proceeds thereof, including amounts payable under any insurance policy. Debtor: Secured Party: MEADOW VALLEY CONTRACTORS, INC. THE CIT GROUP/EQUIPMENT FINANCING, INC. By: /s/ Kenneth D. Nelson By: ---------------------------- ------------------------------------ Title: Vice President Title: ------------------------- ---------------------------------

2/2 EX-10.219 14 p67539exv10w219.txt EX-10.219 EXHIBIT 10.219 L E A S E A G R E E M E N T THIS Lease, made on JANUARY 25, 2003 by and between Oshkosh/McNeilus Financial Services Partnership , a California general partnership hereinafter called "Lessor" and Ready Mix, Inc. hereinafter called "Lessee". WITNESSETH: For and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereto agree as follows: 1. LEASE. Lessor hereby Leases to Lessee, and Lessee hereby leases and hires from Lessor, all machinery, equipment and other property described in (a) the schedule executed by the parties concurrently herewith or hereafter and made a part hereof, and (b) any schedule or schedules hereafter executed by the parties hereto and made a part hereof. All said machinery, equipment and other property described in all said schedules is hereinafter collectively called "Equipment" or "Leased Equipment", and all said schedules are hereinafter collectively called "schedule". 2. TERM. The term of this Lease respecting each item of Equipment commences when said item of Equipment is delivered to Lessee. The term of this Lease ends on the date designated for such item in the schedule. 3. RENT. The rent for any and every item of Equipment described in the schedule shall be the amount designated therefor in the schedule. Lessee shall pay Lessor said rent in advance, in the amounts and at the times set forth in the schedule, at the office of Lessor, or to such other person and/or at such other place as Lessor may from time to time designate in writing. All payments of rent or any other payments herein shall be in U.S. legal tender. 4. DELIVERY USE AND OPERATION OF THE LEASED EQUIPMENT. (a) All units of Equipment shall be received directly from Lessor's supplier to Lessee. [Lessor authorizes one or more persons designated by Lessee as the authorized representative or representatives of Lessor to accept delivery of the Equipment.] Lessee agrees that the Equipment will be used by Lessee solely in the conduct of its business, Lessee will allow only qualified, properly licensed personnel selected, employed, and controlled by Lessee to operate the Equipment in a manner at all times complying with all applicable federal, state and local laws and regulations. Lessee shall be solely responsible for fines and penalties incurred in the use or operation of the Leased Equipment for violations of any statute, ordinance, by law or regulation of any duly constituted governmental authority. Lessee shall comply with all federal, state, county and municipal statutes, ordinances and regulations which may be applicable to the leasing, use or operation of the Leased Equipment hereunder and shall prepare and furnish to Lessor all documents, returns or forms legally required. (b) Lessee shall put the Leased Equipment only to the use contemplated by the manufacturer and shall use the Equipment in a proper and careful manner. Lessee shall affix to the Leased Equipment and maintain thereon such labels, plates or decals as may be provided by Lessor, or conspicuously mark said Leased Equipment with such language as Lessor may reasonably request, to the effect that such Leased Equipment is owned by Lessor. Lessee will keep the Equipment free and clear of all liens and encumbrances other than those which result from acts of Lessor. Lessor is hereby authorized at Lessee's expense to cause this Lease or any statement in respect thereto, showing the interest of the Lessor in the Leased Equipment, to be filed or recorded with any governmental office deemed appropriate by Lessor. (c) The Leased Equipment shall be located at the address of Lessee specified herein or such other place as shall be mutually agreed upon in writing between Lessor and Lessee. Lessee shall promptly advise Lessor of any circumstances with respect to location which may in any manner affect Lessor's title thereto. 5. LESSEE'S INSPECTION: CONCLUSIVE PRESUMPTIONS, TAX INDEMNIFICATION. Lessee shall inspect the Equipment within forty-eight (48) hours after receipt thereof. Unless Lessee, within said period of time, gives written notice to Lessor specifying any defect in or other proper objection to the Equipment, Lessee agrees that it be conclusively presumed, as between Lessor and Lessee, that Lessee has fully inspected and acknowledged that the Equipment is in good condition and repair, and that Lessee is satisfied with and has accepted the Equipment in such good condition and repair. Lessee hereby represents, warrants and covenants that (i) at the time it is accepted pursuant to Paragraphs 1 and 5 of this Lease, each unit of Equipment will qualify in the hands of Lessor for all of the Tax Benefits specified in Section D of the schedule relating to such unit; and,(ii) at no time during the term of this Lease with respect to any Equipment will the Lessee take or omit to take, nor will it permit any sublessee or assignee to take or omit to take, any action (whether or not such act or omission is otherwise permitted by the terms of this Lease) which act or omission will result in the disqualification of any Equipment for, or the recapture of, all or any portion of such Tax Benefits. If as a result of a breach of any representation, warranty or covenant of the Lessee contained in this Lease any schedule, any certification or declaration delivered to Lessor by Lessee or in the Purchase Order relating to any unit of Equipment, (x) the tax advisor of Lessor (all references to Lease in Paragraph 5 of this Lease include Lessor and the consolidated taxpayer group of which Lessor is a member) shall determine that Lessor is not entitled to claim on its Federal income tax return all or any portion of the Tax Benefits with respect to any unit of Equipment; or (y) any such Tax Benefit claimed on the Federal income tax return of the Lessor is disallowed or adjusted by the Internal Revenue Service; or (z) any Tax Benefit is recomputed or recaptured (any such determination, disallowance, recomputation, or recapture being herein called a ("Loss"), then Lessee shall pay to Lessor as an indemnity as additional rent such amount, or from time to time such amounts, on the next succeeding rental payment date after written notice to Lessee by Lessor of such Loss, as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yields and cash flows being hereinafter called the "Net Economic Return" to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The amount payable to Lessor pursuant to this paragraph shall be payable upon written statement describing in reasonable detail such Loss and the computation of the amount so payable. Lessee recognizes that the following acts, among others, may result in a Loss: (A) sublease of Equipment to or other use of Equipment by a tax-exempt entity, governmental entity, or foreign person, (B) personal, nonbusiness use of the Equipment, or (C) use of the Equipment outside the United States. 6. LESSOR'S INSPECTION. Lessor or Lessor's designee, shall at any times during business hours have the right to enter into and upon the premises where the Equipment may be located for the purpose of inspecting the same or observing its use. Lessee shall give Lessor immediate notice of any attachment or other judicial process affecting any item of Equipment and shall, whenever requested by Lessor, advise Lessor of the exact location of the Equipment. 7. ALTERATIONS. Without the prior written consent of Lessor, Lessee shall not make any alterations, additions or improvements to the Equipment. All additions and improvements of whatsoever kind or nature made to the Equipment shall belong to and become the property of Lessor upon the expiration, or earlier termination, of this Lease. 8. MAINTENANCE AND REPAIRS. Lessee, at its sole cost and expense, will (i) furnish complete, suitable and adequate maintenance service for the Equipment, including, but not limited to, washing, cleaning, oiling, greasing and inspection, and (ii) furnish all fuel, oil and other lubricants for the Equipment and (iii) provide all tires and tubes necessary for the operation of the Equipment. Lessee, at its own expense and cost, shall keep the Equipment in (at all times) good repair, condition and working order, and shall furnish any and all funds, labor, parts, mechanisms, and devices required to keep the Equipment in good mechanical and working order. Any replacement parts installed by Lessee shall become part of the Equipment, shall be owned by the Lessor, and shall be subject to the terms and conditions of this Agreement. 9. LOSS AND DAMAGE: STIPULATED LOSS VALUE. Lessee hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause whatsoever, including requisition by a governmental agency or entity. No loss or damage to the Equipment or any part thereof shall impair any obligation of Lessee under this Lease which shall continue in full force and effect. In the event of loss or damage of any kind whatever to any item of Equipment, Lessee, at Lessee's sole cost and expense and at the option of Lessor shall: (a) Place the same in good repair, condition and working order; or (b) Replace the same with like Equipment in good repair, condition and working order whereupon such replacement Equipment, if deemed satisfactory to Lessor (in its sole and absolute discretion) shall become the sole property of Lessor and shall be substituted for the lost or damaged Equipment under this Lease and shall be subject to all of the terms hereof; or, (c) If same is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair, pay Lessor therefor in cash the "Stipulated Loss Value" as set forth in the schedule for such equipment. Upon such payment this Lease shall terminate with respect to such item of Equipment so paid for and Lessee thereupon shall become entitled to such item of Equipment as-is-where-is without warranty, express or implied, with respect to any matter whatsoever. 10. SURRENDER. Upon the expiration or earlier termination of this Lease, with respect to any item of Equipment, Lessee shall (unless Lessee has paid Lessor in cash the "Stipulated Loss Value" of such item of Equipment pursuant to paragraph 9 hereof) promptly return the same to Lessor in good repair, condition and working order, reasonable wear and tear resulting from proper use thereof alone excepted, in the following manner as may be specified by Lessor: (a) By delivering such item of Equipment at Lessee's cost and expense to such place as Lessor shall specify within the city or county in which the same was delivered to Lessee or to which same was moved with the written consent of Lessor; or (b) By loading such item of Equipment at Lessee's cost and expense on board such carrier as Lessor shall specify and shipping the same, fully insured against loss or damage, freight collect, to the destination designated by Lessor. Prior to so returning any such item of Equipment, Lessee shall, at its own cost and expense pay for any repairs required to place the affected units of Equipment in the same condition as when received by Lessee, reasonable wear and tear excepted. As applied to any unit of Equipment, "reasonable wear and tear" shall mean that such unit has been maintained by Lessee in "Average Saleable Condition". "Average Saleable Condition" shall be satisfied when all of the following minimum standards are met: (A) Tires: All tires shall be round, black, hold air and be of the same type (original size) and manufacturer (i.e., matched), and have a minimum of fifty percent (50%) remaining tread. (B) Transmission, Rear Axle and Engine: The transmissions and rear axle must meet the manufacturer's minimum operation specifications as determined by standard testing procedures. The engine must have been maintained in accordance with manufacturer's recommendations, including overhauling as required. At the time of return, the engine must be capable of meeting manufacturer's minimum operational specifications while under full load. Determinations of whether or not these specifications are met shall be made by subjecting such engine to crankcase, manifold pressure and dynamometer tests as well as a road test, which tests must be performed by a factory-authorized service center. (C) Mixer Components: All excess concrete or build up of concrete in or on the mixer shall have been removed, and the drum shall be free of concrete, jack hammer extrusions and sledge hammer indentations or if Refuse Components: The Refuse body and packing mechanism must be operational with all options intact and in proper operating condition. The hydraulic systems and cylinders shall be in proper working condition without any leaks or damage. (D) General Condition: With respect to each unit, all body damage to doors, fenders, chassis and the like shall have been fully repaired, and the cost of necessary repairs for damages to exterior and interior materials may not exceed $250.00. All lights must be in proper operating condition, with lenses not cracked or broken. Windows and any glass shall not be broken, chipped or cracked. All operating components of the vehicle must meet applicable motor vehicle inspection standards and be able to perform their function as originally intended. All mechanical and electrical Equipment, including radios, heaters and air conditioner units must be in proper operating condition. The vehicle must pass Department of Transportation inspection upon its return to the lessor. (E) Documents and Records: Maintenance records, maintenance record jackets, repair orders, license plates, registration certificates and all other similar documents, in their entirety, are held in or affixed on the unit of Equipment or are otherwise delivered to Lessor. 11. INSURANCE. Lessee shall keep all Equipment insured against all risks of loss or damage from every cause whatsoever for not less than the higher of Stipulated Loss Value thereof or the full replacement cost thereof, in either case as determined by Lessor and shall carry at least bodily injury/property damage liability insurance in the amount of $1,000,000.00 combined single limit. All said insurance shall be in form and amount and with companies approved by Lessor and shall be in the joint names of Lessor, Lessor's assignee hereunder, and Lessee. Lessee shall pay the premiums thereof and deliver said policies, or duplicates thereof, to Lessor concurrently herewith and on each policy renewal date hereafter. Each insurer shall agree, by endorsement upon the policy or policies issued by it or by independent instrument furnished to Lessor, that it will give Lessor not less than thirty (30) days written notice before the policy in question or the coverage provided thereby shall be altered, canceled, or the coverage terminated [ILLEGIBLE] or allowed to expire. Lessee shall deliver to Lessor [ILLEGIBLE] an original certificate of insurance for each such policy or renewal thereof in detail reasonably satisfactory to Lessor. The proceeds of such insurance, at the option of Lessor, shall be applied (a) toward the replacement, restoration or repair of the Equipment or (b) toward payment of the obligations of Lessee hereunder. Lessee hereby appoints Lessor as Lessee's attorney in fact to make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for, loss or damage under said insurance policy. Lessee shall not utilize the Equipment in any manner or location which would cause the Equipment and/or its use not to be covered by such insurance policies. 12. TAXES. Lessee shall keep the Equipment free and clear of all levies, liens, and encumbrances. Lessee, or Lessor at Lessee's expense, shall report, pay and discharge when due (i) all license and registration fees, assessments, sales, use, property, gross receipts, and value-added taxes, whether or not the same shall be assessed against or in the name of Lessor or Lessee, (A) arising out of receipts from the Lease, use or operation of the Equipment, (B) imposed by any state, federal or local government or any agency or department thereof upon the Equipment or any item or portion thereof or the purchase use, operation or leasing of the Equipment or otherwise in any manner with respect thereto (ii) all other taxes, fees and governmental charges similar or dissimilar to the foregoing (excluding any net income tax on the income of Lessor, provided that Lessee agrees to pay (x) that portion of any such net income tax which is in direct substitution for, or which relieves Lessee from, a tax which Lessee would otherwise be obligated to pay under the terms of this paragraph and (y) any additional state income tax liability of Lessor resulting from the use of the Equipment in violation of paragraph 4(c) hereof, together with any penalties or interest thereon. If applicable law permits any such tax, assessment, or other fee to be contested without being paid. Lessee shall not be required to pay or discharge any such tax of assessment while it shall, in good faith by appropriate legal proceedings, and its own cost and expense, contest the validity thereof in any reasonable manner which will not affect or endanger the title and interest of Lessor to the Equipment; however, Lessee shall reimburse Lessor for any damages or expenses resulting from such failure to pay or discharge. If Lessee desires to contest any tax, fee or assessment imposed on Lessor, Lessor shall assist in such contest, provided that the timing and manner of such contest is consistent with Lessor's timing and manner for contesting other similar taxes, fees or assessments and that Lessee pays all cost and expenses associated with such contest. 13. LESSOR'S PAYMENT. In case of failure of Lessee to procure or maintain the insurance required by paragraph 11 hereof or to pay fees, assessments, charges and taxes, it is required to pay under paragraph 12 hereof, Lessor shall have the right, but shall not be obligated, to effect such insurance, or pay said fees, assessments, charges and taxes, as the case may be. In that event, the cost thereof shall be repayable to Lessor with the next installment of rent, and failure to repay the same shall carry with it the same consequence, including interest at one and one-half per cent (1 1/2%), or the highest legal interest rate, whichever is less, per month, or any part thereof, as failure to pay an installment of rent. 14. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF DAMAGES. (a) LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LIABILITY, CLAIM, LOSS, DAMAGE (DIRECT OR CONSEQUENTIAL) OR EXPENSE OF ANY KIND OR NATURE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY EQUIPMENT OR ANY INADEQUACY THEREOF FOR ANY PURPOSE, OR ANY DEFICIENCY OR DEFECT (LATENT OR PATENT) THEREIN, OR THE USE OR MAINTENANCE THEREOF, OR ANY REPAIRS, SERVICING OR ADJUSTMENTS THERETO, OR ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE ANY THEREOF, OR ANY INTERRUPTION OR LOSS OF SERVICE OR USE THEREOF, OR ANY LOSS OF BUSINESS, OR ANY DAMAGE WHATSOEVER AND HOWEVER CAUSED. LESSOR SHALL NOT, BY VIRTUE OF HAVING LEASED THE EQUIPMENT UNDER THIS LEASE, BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL OR EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS (FOR USE OR FOR ANY PARTICULAR PURPOSE), DESIGN OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN THE EQUIPMENT. AS BETWEEN LESSOR AND LESSEE, LESSOR LEASES THE EQUIPMENT AS-IS, WITHOUT WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO (i) THE FITNESS OR MERCHANTABILITY OF ANY ITEM OR ITEMS OF EQUIPMENT, (ii) LESSOR'S TITLE THERETO, (iii) LESSEE'S RIGHT TO THE QUIET ENJOYMENT THEREOF, OR (iv) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN LESSOR AND LESSEE ARE TO BE BORNE BY LESSEE. Lessee acknowledges that each unit of Leased Equipment subject to this Lease is of a type, size, design and capacity selected solely by Lessee. If the Leased Equipment does not operate as represented or warranted by the manufacturer or seller thereof, or is unsatisfactory for any reason, Lessee shall make any claim on account thereof solely against the manufacturer or seller and no such occurrence shall relieve Lessee of any of its obligations hereunder. Lessor hereby appoints and constitutes Lessee its agent and attorney-in-fact during the term of this Lease to assert and enforce from time to time, in the name and for the account of Lessor and Lessee, as their interests may appear, but in all cases at the sole cost and expense of Lessee, whatever claims and rights Lessor may have as owner of the Equipment against any suppliers, manufacturers or contractors in respect thereof; provided, however, that Lessor, in its sole discretion, may at any time and on a case-by-case basis revoke said appointment of Lessee as Lessor's agent and attorney-in-fact, and thereafter assert directly such claims and rights it may have as owner, but again at the sole cost and expense of Lessee. Any recovery in cash or cash equivalent under such warranty shall be made payable jointly to Lessee and Lessor. At Lessor's option, all cash proceeds or equivalent thereof from such warranty recovery shall be used to repair or replace the Leased Equipment. (b) Inability of Lessee to use the Equipment due to any reason including, without limitation, any defect in or unfitness of the Equipment, any action by any governmental authority (including, without limitation, legislative, executive, administrative or judicial bodies) or any action by an independent supervisory agency, shall not relieve Lessee of the obligation hereunder to pay rentals for the full term of this Lease therefor, once the Equipment has been accepted or presumed accepted by Lessee under paragraph 5 hereof. 15. INDEMNIFICATION BY LESSEE. (a) Lessee covenants and agrees to indemnify, save harmless and defend Lessor, all officers, agents, and employees of Lessor, the parent companies and subsidiary companies of Lessor, their officers, agents and employees, and the manufacturers and distributors of the Leased Equipment, including but not limited to McNeilus Truck and Manufacturing, Inc., a Minnesota corporation (all hereinafter collectively called "Indemnitees") from and against any and all, losses, damages, fees, penalties, expenses, and injuries and from and against any and all claims, suits, actions, or legal proceedings of any kind brought against Indemnitees, or any of them for or on account of any person or persons, corporation or corporations, or on account of any injuries received or sustained by any person or persons in any manner, directly or indirectly caused by, incident to or growing out of the actual or alleged use, operation, or maintenance of the Leased Equipment between the time of delivery thereof to Lessee and the time of surrender thereof by Lessee to Lessor for disposition, including without limitation, traffic violations. Lessee further agrees to take upon itself the settlement of all claims and the defense of any suit or suits or legal proceedings of any kind brought to enforce such claim or claims, and to pay all judgments entered in such suit or suits and all costs, attorneys' fees or other expenses. Such settlements and defense efforts shall be conducted by a reputable attorney employed by Lessee and reasonably acceptable to Lessor. In any instance where said claims in any way affect an Indemnitees' interests under this Agreement, Lessee shall not consummate any settlement without the affected Indemnitees' prior written consent. Notwithstanding the foregoing, Lessor shall be entitled at any time, at its own cost and expense (but at Lessee's cost and expense if Lessee is not adequately representing or, because of a conflict of interest, may not adequately represent, any interest of Lessor), to participate in the defense and/or settlement of any such claims, suits or legal proceedings and to be represented by attorneys of its own choosing. If Lessor elects to participate in such defense, Lessee shall cooperate with Lessor in the conduct thereof. (b) The indemnification, covenants, and other obligations contained in paragraph 15(a) shall continue in full force and effect notwithstanding the termination of this Agreement or the surrender of the Leased Equipment by Lessee. (c) THE PROVISIONS OF THIS PARAGRAPH 15 COMPREHEND, INCLUDE, AND COVER, BUT ARE NOT LIMITED TO, CLAIMS HOWEVER ARISING, WHETHER BY REASON OF NEGLIGENCE, BREACH OF WARRANTY, DEFECT IN MANUFACTURE, MAINTENANCE, OR OTHERWISE, ON THE PART OF ANY ONE OR MORE OF THE INDEMNITEES, OR ANY OTHER PARTY TO THIS LEASE, EVEN THOUGH STRICT LIABILITY IS CLAIMED. (d) With the exception of Lessor, the above named Indemnitees are intended as third-party beneficiaries to this Lease. By entering into the covenants to indemnify in paragraph 15(b), Lessee intends to benefit all Indemnitees. Lessee's agreement to so indemnify is given in consideration for the agreement by Lessor to enter into this Lease. Lessee understands and agrees that, with the exception of Lessor, all above named Indemnitees have no liability or obligation to Lessee under the terms of this Lease and that said Indemnitees are named in this Lease solely as beneficiaries of Lessee's covenants to indemnify assumed in this paragraph 15. (e) The indemnification contained in paragraph 15(a) shall cover all costs and expenses incurred by Indemnitees in connection with an indemnification claim including, without limitation, attorney's fees. 16. SECURITY. As security for the prompt and full payment of the rent, and the faithful and timely performance of all provisions of this Lease, and any extension or renewal thereof, on its part to be performed, Lessee has pledged and deposited with Lessor the amount or amounts set forth in the schedule. In the event any default shall be made in the performance of any of the covenants on the part of Lessee herein contained with respect to any items of Equipment, Lessor shall have the right, but shall not be obligated, to apply any or all of said security to the curing of such default. Any such application by Lessor shall not be a defense to any action by Lessor arising out of said default; and, upon demand, Lessee shall restore said security to the full amount or amounts set forth in the schedule. Upon the expiration, or earlier termination of this Lease, or any extension or renewal thereof, provided Lessee has paid all of the rent herein called for and fully performed all of the other provisions of this Lease on its part to be performed, Lessor will return to Lessee any then remaining balance of said security. 17. DEFAULT. If Lessee with regard to any item or items of Equipment fails to pay any rent or other amount herein provided within fifteen (15) days after the same is due and payable, or if Lessee with regard to any item or items of Equipment fails to observe, keep or perform any other provision of this Lease required to be observed, kept or performed by Lessee, or if Lessee commits or omits any act which Lessor reasonably determines to impair Lessee's prospect of making payments or performing any of the other covenants required by Lessee hereunder, Lessor shall have the right to exercise any one or more of the following remedies: (a) To declare the entire amount of rent hereunder immediately due and payable as to any or all items of Equipment, without notice or demand to Lessee. (b) To sue for and recover all rents, and other payments, then accrued or thereafter accruing, with respect to any or all items of Equipment. (c) To take possession of any or all items of Equipment, without demand or notice, wherever the same may be located, without any court order or other process of law. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this Lease as to any or all items of Equipment unless Lessor expressly so notifies Lessee in writing. (d) To terminate this Lease as to any or all items of Equipment. (e) To pursue any other remedy at law or equity. Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the full performance of all obligations on the part of Lessee to be performed under this Lease. All such remedies are cumulative and may be exercised concurrently or separately. 18. BANKRUPTCY. Neither this Lease nor any interest therein is assignable or transferable by operation of law. If any proceeding under the Bankruptcy Act, as amended, is commenced by or against the Lessee, or if the Lessee is adjudged insolvent, or if the Lessee makes any assignment for the benefit of its creditors, or if a writ of attachment or execution is levied on any item or items of the Equipment and is not released or satisfied within ten (10) days thereafter, or if a receiver is appointed in any proceeding or action to which the Lessee is a party with authority to take possession or control of any item or items of the Equipment, Lessor shall have and may exercise any one or more of the remedies set forth in paragraph 17 hereof; and this Lease shall, at the option of Lessor, without notice, immediately terminate and shall not be treated as an asset of Lessee after the exercise of said option. 19. CONCURRENT REMEDIES. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any other right or remedy herein or by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise [illegible] may be enforced concurrently therewith or from time to time. 20. LESSOR'S EXPENSES. Lessee shall pay Lessor all costs and expenses, including attorneys' fees, incurred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, or provisions hereof. 21. ASSIGNMENT. WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT (a) ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS LEASE, THE EQUIPMENT OR ANY PART THEREOF, OR ANY INTEREST THEREIN, OR (b) SUBLET OR LEND THE EQUIPMENT OR ANY PART THEREOF, OR PERMIT THE EQUIPMENT OR ANY PART THEREOF TO BE USED BY ANYONE OTHER THAN LESSEE OR LESSEE'S EMPLOYEES. CONSENT BY LESSOR TO ANY OF THE FOREGOING PROHIBITED ACTS APPLIES ONLY IN THE GIVEN INSTANCE AND IS NOT A CONSENT TO ANY SUBSEQUENT LIKE ACT BY LESSEE OR ANY OTHER PERSON. SUBJECT ALWAYS TO THE FOREGOING, THIS LEASE INURES TO THE BENEFIT OF AND IS BINDING UPON, THE HEIRS, LEGATEES, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO. 22. LESSOR'S ASSIGNMENT. All rights of Lessor hereunder may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without notice to Lessee. If Lessor assigns this Lease or the rentals due or to become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant to any other agreement between Lessor or Lessee, should there be one, shall excuse performance by Lessee of any provision hereof, and Lessee hereby waives and is stopped from asserting any defense, legal or equitable, pursuant to this Lease or otherwise, against any assignee hereunder. No such assignee shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease. It is hereby agreed that the rights of the Lessee are subject and subordinate to any lien given by Lessor to secure the purchase price of the Equipment Leased hereby. Lessee acknowledges that any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease nor materially increase, the burdens or risks imposed on Lessee. Lessee agrees that Lessor may assign or transfer this Lease or Lessor's interest in the Equipment even if said assignment or transfer could be deemed to materially affect the interests of Lessee. 23. OWNERSHIP. The Equipment is, and shall at all times be and remain, the sole and exclusive property of Lessor; and the Lessee shall have no right, title or interest therein or thereto except as expressly set forth in this Lease. 24. PERSONAL PROPERTY. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment, or any part thereof, may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently rested upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws, or otherwise. 25. LATE PAYMENTS. Should Lessee fail to pay any part of the rent herein reserved or any other sum required to be paid by Lessee to Lessor later than 10 (10) dates after the due date thereof, Lessee shall pay unto the Lessor a late charge equal to 5% of such delinquent payment. 26. OFFSET. Lessee hereby waives any and all existing and future claims, and offsets, against any rent or other payments due hereunder; and agrees to pay the rent and other amounts hereunder regardless of nay offset or claim which may be asserted by Lessee or on its behalf. 27. NON WAIVER. No covenant or condition of this Lease can be waived except by the written consent of Lessor. Forbearance or indulgence by Lessor in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Lessee to which the same may apply, and, until complete performance by Lessee of said covenant or condition, Lessor shall be entitled to invoke any remedy available to Lessor under this Lease or by law or in equity despite said forbearance or indulgence. 28. ADDITIONAL DOCUMENTS. If Lessor shall so request, Lessee shall execute and deliver to Lessor such documents as Lessor shall deem necessary or desirable for purposes of recording or filing to protect the interest of Lessor in the Equipment. 29. ENTIRE AGREEMENT. This Lease together with the schedule and any statements, certificates and addendums executed in connection with the execution of this Lease and/or schedule constitutes the entire agreement between Lessor and Lessee; and they shall not be amended, altered or changed except by a written agreement signed by the parties hereto. Each schedule shall constitute a separate lease incorporating the terms of this Master Lease. To the extent required to satisfy section 7701(h) of the Internal Revenue Code, the agreement also includes documents relating to the Lessor's financing of acquisition of Equipment. 30. NOTICES. All notices under this Lease shall be in writing. Service of all notices under this Lease shall be sufficient if given personally or mailed to the party involved at its respective address herein set forth, or at such address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effective when deposited in the United States mail, duly addressed and with postage prepaid. 31. GENDER; NUMBER. Whenever the context of this Lease requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural; and whenever the word "Lessor" is used herein, it shall include all assignees of Lessor. If there is more than one Lessee named in the Lease, the liability of each shall be joint and several. 32. TITLES. The titles to the paragraphs of this Lease are solely for the convenience of the parties, and are not an aid in the interpretation of the instrument. 33. TIME. Time is of the essence of this Lease and each and all of its provisions. 34. GOVERNING LAW. The laws of the State of Minnesota shall govern all questions or disputes relating to the interpretation, performance, validity, enforcement or effect of this Agreement. 35. STATUTE OF LIMITATIONS. Any action by Lessee against Lessor for any default by Lessor under this Lease, including breach of warranty or indemnity, shall be commenced within one (1) year after any such cause of action accrues. 36. FINANCE LEASE. Lessor and Lessee agree that this Lease is a "Finance Lease" as defined in Section 336.2A-103 of the Minnesota Statutes (1989). The Lessor has not selected, manufactured or supplied the Equipment. The Lessor acquired the Equipment in connection with this Lease. The Lessee has received a copy of the contract evidencing the Lessor's purchase of the Equipment on or before the signing of the Lease contract or the Lessee has approved of the contract evidencing the Lessor's purchase of the Equipment. Lessee accepts the provisions of said contract and agrees to be bound by all waivers of warranties and limitations of damages recoverable from the manufacturer of said Equipment. 37. JURY TRIAL WAIVER BOTH PARTIES TO THIS AGREEMENT HEREBY WAIVE ANY AND ALL RIGHT TO ANY TRIAL BY JURY IN ANY ACTION OR PROCEEDINGS DIRECTLY OR INDIRECTLY HEREUNDER. 38. ASSIGNEE NOTIFICATION Lessee acknowledges and agrees that all of the rights under the Lease in and to the Leased Property, including Lessee's right to possession of the Leased Property, are subordinate, junior, and subject to the rights and claims of any assignee of Lessor's rights under the Lease and any such Assignee's successors and assigns (the "Assignee") against the Leased Property under any instrument, lease, mortgage or title retention or other security agreement, whether now existing or hereafter created, including but not limited to the right of the Assignee to take possession of the Leased Property. Lessee consents and agrees to the assignment to any Assignee of (I) all monies due or to become due to Lessor under the lease and (II) all rights and privileges of Lessor under the Lease. Lessee promises and agrees to settle all claims against Lessor directly with Lessor and hereby waives, relinquishes, and disclaims as to the Assignee all counterclaims, rights of set-off, and defenses Lessee may have against Lessor, including any right to withhold payment of or to refrain from paying, any monies that are due or to become due under the terms of the Lease, except that Lessee shall not be liable to Assignee for monies paid to Lessor in accordance with the terms of the Lease prior to the time Assignee notifies Lessee to pay Assignee directly. Thereafter, the Lessee agrees to pay directly to the Assignee all monies owing under the Lease. Lessee represents that, except as stated in the Lease, it has not prepaid any rentals or other monies owing under the Lease, and no deposits have been made. Lessee agrees and acknowledges that Assignee will not assume and will not have any obligations or liabilities under the Lease to Lessee or to any other person by reason of any aforementioned assignment or otherwise. Lessee agrees that it will not, without Assignee's prior written consent: (I) prepay rentals or other monies owing under the Lease, (II) modify or amend the Lease, (III) assign or sublet its rights under the Lease or in the Leased Property, (IV) exercise any of its rights under the Lease which are exercisable only with the consent of Lessor, or (V) return the Leased Property to Lessor, Lessee hereby acknowledging and agreeing to hold the Leased Property as bailee for Assignee for the purpose of perfecting Assignee's lien, title retention and/or security interest in the Leased Property as against Lessor and its creditors. Lessee represents that it has no purchase or renewal option concerning the Leased Property other than as stated in the Lease. Lessee agrees that, at the same time it sends to Lessor any notice under the Lease, it will send a copy thereof to Assignee at such Addresses as Assignee may specify from time to time in writing. THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL APPROVED AND SIGNED AT OFFICE OF LESSOR IN MINNESOTA. NO ORAL AGREEMENT, GUARANTEE, PROMISES, REPRESENTATION OR WARRANTY SHALL BE BINDING. IF ANY CHANGES ARE TO BE MADE IN THIS LEASE AGREEMENT, THEY SHALL BE IN WRITING SIGNED BY THE PARTIES HERETO. IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first above written. OSHKOSH/McNEILUS FINANCIAL SERVICES PARTNERSHIP LESSOR LESSEE BY:OSHKOSH/McNEILUS FINANCIAL Ready Mix, Inc. SERVICES, INC., its general partner 3430 East Flamingo Road P.O. Box 70, County Road 34 East Las Vegas, NV 89121 Dodge Center, MN 55927 By: /s/ Jon Olson By: /s/ Robert R. Morris ---------------------------- ------------------------ Name: Jon Olson Name: Robert R. Morris ----------------------------- ------------------------ Title: Leasing Manager Title: President ----------------------------- ------------------------- CERTIFICATE OF RESOLUTION TO Oshkosh/McNeilus Financial Services Partnership I, Clint Tryon, Secretary of Ready Mix, Inc., incorporated in the State of Nevada do hereby certify that the following resolutions have been duly adopted by the Board of Directors of that corporation [x] at a meeting of said Board and duly called held June 17, 2002 OR [ ] by unanimous written action of said Board, as allowed by statute, effective _________________ and that such resolutions have not been amended, modified or otherwise altered and are in full force and effect on the date hereof: RESOLVED, That any "One" of the following: ("one" or "two")

Name and Title Robert R Morris , President /s/ Robert R. Morris - --------------------------------------------------- ---------------------- ALAN TERRIL , Vice President /s/ Alan Terril - --------------------------------------------------- ---------------------- Clint Tryon , Secretary /s/ Clint Tryon - --------------------------------------------------- ---------------------- Clint Tryon , Treasurer /s/ Clint Tryon - --------------------------------------------------- ---------------------- - ---------------------------------------------------, Other ----------------------

hereby is or are authorized, for and on behalf of this corporation, at any time or from time to time to Lease Equipment, machinery, furniture, fixtures, and other property, personal or mixed from Oshkosh/McNeilus Financial Services Partnership,(the "Lessor"), in such quantities, for such times, at such rentals, and upon such terms as he, she or they may see fit, to execute and deliver Lease agreements to evidence the same, to assign to said Lessor this corporations's rights to purchase any Equipment so to be Leased, to execute and to exercise options to renew any such Leases or purchase any Leased Equipment, to accept delivery of said Leased Equipment, to modify or extend the terms of any of the foregoing, to give guaranties or other undertakings to said Lessor, to execute financing statements covering such Leased Equipment, and to do and perform such acts and things, to sign such instruments, documents, agreements and certificates and to take such other steps as may be necessary, appropriate or desirable to carry out the intent of this resolution, all of the foregoing to be done in such form and on such terms and conditions as the officer or officers performing or executing the same shall approve, such approval to be conclusively evidenced by the performance or execution thereof. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said corporation this 10th day of December 2002. /s/ Clint Tryon ---------------------------------------- Secretary CORPORATE TRUE LEASE GUARANTY Oshkosh/McNeilus Financial Services Partnership, County Road 34 East, P.O. Box 70 Dodge Center, MN 55927 To induce you to enter into a Lease, with you as Lessor and Ready Mix, Inc. as Lessee, which Lease was executed by Lessee on January 25, 2003 and covers the Equipment described in the Lease and any Schedule now or hereafter made a part thereof but without in any way binding you to enter into the Lease, the undersigned, for good and valuable consideration, does hereby guarantee to you, your successor and assigns, the due, regular and punctual payment of the total rental as provided in the Lease, and any Schedules now or hereafter made a part thereof, whether it represents an original balance, a casualty or stipulated loss value, a balance reduced by part payment, or a deficiency after sale of Equipment or otherwise and does hereby further guarantee that the Lessee will faithfully perform and fulfill all agreements and obligation provided in the Lease at the time and in the manner therein provided. Undersigned does hereby further guarantee to pay on demand all losses, costs, attorney's fees or expenses which may be suffered by you by reason of Lessee's default or default of the undersigned. The undersigned agrees that nothing hereby shall be deemed to render this Guaranty in any way conditional, or to require you first to seek or exhaust any remedy against Lessee, its successors, or assigns, or any other person obligated or liable under said Lease, this Guaranty or any other instrument; and it is agreed that you may, upon default of Lessee, or at any time thereafter, make demand upon and receive payment of any sum or performance of any covenant or agreement hereunder guaranteed by the undersigned, with or without notice or demand for payment or performance by Lessee, its successors or assigns, or any other person. Undersigned waives any and all impairment of its rights (including, but not limited to, the release of any obligor or collateral or any part thereof (with or without substitution), failure to perfect or maintain the perfection of any interest in any collateral or property, or failure to have title to the Lease Equipment) whether intentional or negligent, by operation of law or otherwise. Notice of acceptance of the guaranty and of any default by the Lessee or any other person is hereby waived. Presentment, protest, demand, and notice of protest, demand and dishonor of the Lease, and the exercise of possessory, collection or other remedies on the Lease, are hereby waived. Notice of adverse change in Lessee's financial condition or of any other fact which might materially increase the risk of the undersigned is also waived, and the undersigned agrees that you shall not be required to first foreclosure, proceed against, or exhaust any collateral or security for any indebtedness or obligation hereby guaranteed, before requiring the undersigned to pay the full amount of liability hereby created. Suit may be brought and maintained against the undersigned, at your election, without joinder of the Lessee or any other person as parties thereto. The extension of the time of payment or the renewal of the Lease or the extension of the time of performance of agreements or the expansion of the Equipment covered by the Lease or any other indulgence may be granted to the Lessee, its successors or assigns, or any other person, without notice to the undersigned, and all settlements, compromises, accounts stated and agreed balances made in good faith between the Lessee, its successors and assigns and you shall be binding upon and shall not affect the liability of the undersigned. The undersigned's obligations hereunder shall in no way be affected or impaired by (i) Lessee's voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization or similar proceedings affecting the Lessee or any of its assets, and (ii) the release of Lessee from any of its agreements contained in the Security Agreements by operation of law or otherwise. THE UNDERSIGNED AGREES NOT TO SEEK CHANGE IN VENUE FROM ANY JURISDICTION AND COURT IN WHICH ANY ACTION, PROCEEDING OR LITIGATION IS BROUGHT BY YOU. As used in this Guaranty, the word "person" shall include any individual, corporation, or partnership, and refers to the undersigned and to anyone absolutely, contingently, partly or wholly liable for payment and/or performance of the Lessee's obligations being guaranteed hereunder. This Guaranty and each of its provisions may only be waived, modified, varied, released, terminated or surrendered, in whole or in part, by a duly authorized written instrument signed by you. No failure by you to exercise your rights hereunder shall give rise to any estoppel against you, or excuse the undersigned from performing hereunder. Your waiver of any right to demand performance hereunder shall not be waiver of any subsequent or other right to demand performance hereunder. The undersigned further agrees that, without notice to the undersigned, this Guaranty may be assigned at any time or from time to time, in whole, or in part, to any assignees of Lessor's interest in the said Lease. This Guaranty shall bind the undersigned's successors and assigns and the benefits thereof shall extend to and include your successors and assigns. In the event of default hereunder, you may at any time inspect undersigned's records, or at your option, undersigned shall furnish you with a current independent audit report. If any provisions of this Guaranty are in conflict with any applicable statute, rule or law, then such provisions shall be deemed null and void to the extent that they may conflict therewith, but without invalidating any other provisions hereof. Each signatory on behalf of a corporate guarantor warrants that he had authority to sign on behalf of such corporation and by so signing, to bind said guarantor corporation hereunder. The laws of the State of Minnesota shall govern all questions or disputes relating to the interpretation, performance, validity, enforcement or effect of this Agreement. IN WITNESS WHEREOF, this Guaranty is executed the day and year above written. Guarantor: Meadow Valley Corporation By: /s/ Clint Tryon ------------------------------- Name: Clint Tryon ------------------------------- Title: Sec/Treas. ------------------------------- EX-10.220 15 p67539exv10w220.txt EX-10.220 EXHIBIT 10.220 INSTALLMENT SALE CONTRACT (SECURITY AGREEMENT) PURCHASER(S): SELLER (DEALER); MEADOW VALLEY CONTRACTORS, INC. WAGNER EQUIPMENT CO. 4411 S. 40TH ST 4000 OSUNA ROAD N.E. PHOENIX, AZ 85040 P.O. BOX 25007 ALBUQUERQUE, New Mexico 87125-0007 County: MARICOPA - -------------------------------------------------------------------------------- Subject to the terms and conditions set forth below and on the reverse side hereof, Seller hereby sells the equipment described below (the "Unit" or "Units") to Purchaser, and Purchaser (if more than one, jointly and severally), having been offered both a cash sale price and a time sale price, hereby buys the Units from Seller on a time sale basis. - --------------------------------------------------------------------------------

NEW (IF USED) DELIVERED OR FIRST CASH SALE USED USED MODEL DESCRIPTION OF UNIT(S) SERIAL # PRICE - ---- ---- ----- ---------------------- -------- --------- (1) 3306 CATERPILLAR GEN SET 8JJ00489 $31,550.00

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FIRST DESCRIPTION OF ADDITIONAL SECURITY Sub-Total ....................................... $31,550.00 USED (MAKE,MODEL & SERIAL NUMBER) Sales Tax ....................................... 0.00 - ----------------------------------------------------- 1. Total Cash Sale Price ........................... $31,550.00 Cash Down Pay 6,600.72 Net Trade-in Allow 0.00 - ----------------------------------------------------- 2. Total Down Payment .............................. $ 6,600.72 FIRST DESCRIPTION OF TRADE-IN EQUIPMENT 3. Unpaid Balance of Cash Price (1-2) .............. $24,949.28 USED (MAKE, MODEL & SERIAL NUMBER) 4. Official Fees (Specify) ......................... $ 250.00 - ----------------------------------------------------- Document Fee 250.00 Other Fees 0.00 5. Physical Damage Insurance ....................... $ 6. Principal Balance - ----------------------------------------------------- (Amount Financed) (3 + 4 + 5) ................... $25,199,28 7. Finance Charge Trade-in Value 0.00 (Time Price Differential)........................ $ 2,707.92 Less Owing to 0.00 8. Time Balance Net Trade-in Allowance 0.00 (Total of Payments)(6+7) ........................ $27,907.20 9. Time Sale Balance Location of Units: 4411 S. 40TH ST (Total of Payment Price)((2+8) .................. $34,507.92 PHOENIX, AZ 85040, MARICOPA 10. Annual Percentage Rate 6.75% 11. Date FINANCE CHARGE begins to accrue _______________________

PURCHASER HEREBY SELLS AND CONVEYS TO SELLER THE ABOVE DESCRIBED TRADE-IN EQUIPMENT AND WARRANTS IT TO BE FREE AND CLEAR OF ALL CLAIMS, LIENS, SECURITY INTERESTS AND ENCUMBRANCES EXCEPT TO THE EXTENT SHOWN ABOVE. 1. PAYMENT: Purchaser shall pay to Seller, at or such other location Seller designates in writing, the Time Balance (Item 8 above) as follows [(check (a) or (b)]: [X] (a) in 36 equal monthly installments of $775.20 each, with the first installment due on 2/28/03, and the balance of the installments due on the like day of each month thereafter, (except no payments shall be due during the month(s) of n/a), until the entire indebtedness has been paid, or [ ] (b) in accordance with the Payment Schedule attached to this Contract. (Provisions of section 1 continued on reverse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urchaser(s) and Seller have duly executed this Contract as of __________, 20__. Purchaser(s): Seller: MEADOW VALLEY CONTRACTORS, INC. WAGNER EQUIPMENT CO. By: /s/ Clint Tryon 1-21-03 By: /s/ Sal Thaker __________________________ __________________________ Name (PRINT) Clint Tryon Name (PRINT) Sal Thaker ________________ ________________ Title Sec/Treas. Title Finance Specialist _______________________ _______________________ EX-10.221 16 p67539exv10w221.txt EX-10.221 EXHIBIT 10.221 INSTALLMENT SALE CONTRACT (SECURITY AGREEMENT) PURCHASER(S): SELLER (DEALER): MEADOW VALLEY CONTRACTORS, INC. WAGNER EQUIPMENT CO. 4411 S. 40TH ST. 4000 OSUNA ROAD N.E. PHOENIX, AZ 85040 P.O. BOX 25007 ALBUQUERQUE, New Mexico 87125-0007 County: MARICOPA K-236782

____________________________________________________________________________________________________________________________________ Subject to the terms and conditions set forth below and on the reverse side hereof, Seller hereby sells the equipment described below (the "Unit" or "Units") to Purchaser, and Purchaser (if more than one, jointly and severally), having been offered both a cash sale price and a time sale price, hereby buys the Units from Seller on a time sale basis. ____________________________________________________________________________________________________________________________________ NEW (IF USED) DELIVERED OR FIRST MODEL DESCRIPTION OF UNIT(S) SERIAL# CASH SALE USED USED PRICE ____________________________________________________________________________________________________________________________________ (1) 612DPG PEP PEP SCREEN 971322 $110,000.00

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FIRST DESCRIPTION OF ADDITIONAL SECURITY USED (MAKE, MODEL & SERIAL NUMBER) ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ FIRST DESCRIPTION OF TRADE-IN EQUIPMENT USED (MAKE, MODEL & SERIAL NUMBER) ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________

Trade-in Value 0.00 Less Owing to 0.00 Net Trade-in Allowance 0.00 Location of Units: 4411 SO. 40TH ST. PHOENIX, AZ 85040, MARICOPA ____________________________________________________________________________________________________________________________________ Sub Total ..................................................................................... $110,000.00 Sales Tax ..................................................................................... $ 4,301.25 1. Total Cash Sale Price ......................................................................... $114,301.25 Cash Down Pay 36,000.00 Net Trade-in Allow 0.00 2. Total Down Payment ............................................................................ $ 36,000.00 3. Unpaid Balance of Cash Price (1-2) ............................................................ $ 78,301.25 4. Official Fees (Specify) ....................................................................... $ 250.00 Document Fee 250.00 Other Fees 0.00 5. Physical Damage Insurance ..................................................................... $ 6. Principal Balance (Amount Financed) (3+4+5) ..................................................................... $ 78,551.25 7. FINANCE CHARGE (Time Price Differential) ..................................................................... $ 8,441.67 8. Time Balance (Total of Payments)(6+7) ...................................................................... $ 86,992.92 9. Time Sale Balance (Total of Payment Price)(2+8) ................................................................. $122,992.92 10. ANNUAL PERCENTAGE RATE 6.75% 11. Date FINANCE CHARGE begins to accrue 1/29/03 PURCHASER HEREBY SELLS AND CONVEYS TO SELLER THE ABOVE DESCRIBED TRADE-IN EQUIPMENT AND WARRANTS IT TO BE FREE AND CLEAR OF ALL CLAIMS, LIENS, SECURITY INTERESTS AND ENCUMBRANCES EXCEPT TO THE EXTENT SHOWN ABOVE. 1. PAYMENT: Purchaser shall pay to Seller, at or such other location Seller designates in writing, the Time Balance (Item 8 above) as follows [check (a) or (b)]: [X] (a) in 35 equal monthly installments of $2,416.47 each, with the first installment due on 2/28/03, and the balance of the installments due on the like day of each month thereafter, (except no payments shall be due during the month(s) of n/a), until the entire indebtedness has been paid; or [ ] (b) in accordance with the Payment Schedule attached to this Contract. (Provisions of section 1 continued on reverse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urchaser(s) and Seller have duly executed this Contract as of 1/29, 2003 Purchaser(s): Seller: MEADOW VALLEY CONTRACTORS, INC. WAGNER EQUIPMENT CO. By /s/ Clint Tryon By [ILLEGIBLE] ____________________________________ __________________________________ Name (PRINT) Clint Tryon Name (Print) [ILLEGIBLE] __________________________ ________________________ Title Sec/Treas Title Finance Specialist _________________________________ ______________________________ EX-10.222 17 p67539exv10w222.txt EX-10.222 EXHIBIT 10.222 SALES AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS made this 4th day of February, 2003, by and between Ready Mix, Inc. (hereinafter "Seller") and Conde Del Mar Properties, LLC and/or nominee/assignee (hereinafter "Purchaser") (the "Agreement"). This Agreement constitutes both and Agreement between Purchaser and Seller and joint escrow instructions to First American Title Company of Nevada ("Escrow Agent"), Carol Dvorak ("Escrow Officer"), with respect to the transactions contemplated hereby. WITNESSETH: For and in consideration of the mutual covenants and conditions herein contained, Seller and Purchaser agree as follows: 1. Property. Seller agrees to sell and convey, and Purchaser agrees to purchase and pay for the following, all of which is referred to this Agreement and the "Property": That certain property describes as and approximate 12.23 net acre parcel commonly known as APN 139-17-601-004 located within Las Vegas in Clark County, Nevada (the "Property"), shown on the attached Exhibit "A" and incorporated herein by reference. Exact legal description to be provided in escrow. 2. Purchase Price. The total purchase price of the Property shall be he amount of One Million Dollars and no/100's ($1,000,000.00)("Purchase Price") payable in cash at closing (as hereinafter defined). At the Closing, the Deposit (as hereinafter defined) shall be applied to payment to the Purchase Price. 3. Deposit. Within three (3) days after execution of this Agreement by Seller, Purchaser shall deliver a deposit (the "Deposit") in the amount of Ten Thousand and no/100's ($10,000.00) in cash, personal check or cashier's check payable to Escrow Agent, or other readily available funds, which Deposit shall be deposited into an interest bearing account and held in escrow by Escrow Agent during the pendency of this Agreement. 4. Feasibility Period and Contingency. For a period of sixty (60) days after the Effective Date ("Feasibility Period"), Purchaser shall be, at Purchaser's sole cost and expense, entitled to inspect the Property, to conduct such tests, surveys, analysis and feasibility studies of the Property as Purchaser deems necessary, and to meet with governmental entities regarding the feasibility of Purchaser's intended use of the Property. Without limiting the generality of the foregoing, Purchaser (and persons authorized by Purchaser) shall have the right and authority to go upon the Property, from time to time on one or more occasions, for feasibility determinations including, without limitation (1) determining the adequacy of access, zoning and other restrictions on the use of the property; (2) performing environmental, soils and subsoil tests, engineering the drainage studies; (3) obtain Governmental approval related to preliminary designs (including, but not limited to, site plan, landscaping, and building elevations); and (4) obtain any necessary entitlement and/or permits an determining the adequacy of all utilities (including, without limitation, water, sanitary sewer, electricity, gas telephone, air conditioning) to provide such quantities, pressures and capacities as are necessary to use the Property in accordance with Purchaser's intended use. Seller agrees to cooperate with Purchaser in connection with the tests, investigation, governmental approvals, and inspection of the Property, and Seller agrees to furnish Purchaser within ten (10) days after the Effective Date of this Agreement, copies of any and all surveys, flood certification letter, test reports, engineering studies, an all other documents and materials in Seller's possession relating to the Property that may be necessary or appropriate to complete such investigation and inspection. If the Purchaser determines, in Purchaser's sole judgment that the Property is not suitable, Purchaser shall notify Seller and Escrow Agent in writing on or before expiration of the Feasibility Period and upon such notice this Agreement shall terminate, Escrow Agent shall return the Deposit to Purchaser, and neither Purchaser nor Seller shall have any further obligations hereunder. Subject to the terms of this agreement, should Purchaser fail to give such notice on or before the expiration of the Feasibility Period, or if Purchaser notifies Seller that the Property is suitable for the purposes contemplated hereby, Purchaser's right to object pursuant to this Section 4 shall be waived and of no further force on effect, Purchaser shall deposit the additional sum of Fifteen Thousand dollars ($15,000.00) for a total Deposit of Twenty-five Thousand ($25,000.00), and the Escrow Agent shall consider the total Deposit to be nonrefundable to Purchaser upon deposit thereof. Purchaser shall promptly repair and restore the Property to its original condition existing prior to entry or inspection by Purchaser. Purchaser shall indemnify, hold harmless and defend Seller and Seller's affiliates, partners, agents and employees from any and all liability, loss, cost, damage or expense (including attorney's fees), of whatsoever nature relating to or in connection with any injury to persons or damage to property, where such injury or damage arises from or relates to the entry upon, occupation, use or inspection of the Property by Purchaser, its agents, officers or employees. Notwithstanding anything to the contrary herein, Purchaser's duty of indemnification under this Section 4 shall survive any termination of this Agreement or the transfer of title as provided herein. 5. Title Insurance a. Title Report and Commitment. Within five (5) days after the Effective Date of this Agreement, Seller shall deliver or cause to be delivered to Purchaser a preliminary title report and commitment covering the Property issued by First American Title, together with copies of all documents referred to in such preliminary title report, if it is anticipated that said documents shall be a Permitted Exception effecting the Property after closing, (the preliminary title report and such documents are referred to collectively as "Title Report"). b. Review of Title Reports. Purchasers shall have fifteen (15) days from Purchaser's receipt of the Title Report and Commitment in which to examine the Title Report and Commitment and to specify to Seller those items in the Title Report and Commitment which Purchaser will accept as permitted exceptions to title ("Permitted Exceptions"), and those items which Purchaser reasonably finds objectionable ("Title Objections"). If Purchaser does not deliver to Seller a written notice specifying those items which are Permitted Exceptions and those items which are Title Objections within the above-stated fifteen (15) day period, then all of the items reflected on the Title Report and Commitment shall be considered to be Permitted Exceptions. c. Uncorrected Title Objections. If Seller, in Seller's discretion, elects not to cause the Title Objections to be corrected or removed on or prior to Closing, Purchaser may within five (5) days of Purchaser's receipt of Seller's election not to correct said objections (1) and, except as provided otherwise hereunder both parties shall be released from all further obligations under this Agreement and Escrow Agent shall return the Deposit, or (2) elect to purchase the Property subject to any Title Objections not so corrected or removed. 6. Condition of Property Purchased. Seller shall indemnify, defend, and hold Purchaser and Purchaser's affiliates, agents, and partners, harmless from and against any and all construction liens filed in connection with any work or improvements unless such liens arise as a result of the act of Purchaser and/or Purchaser's affiliates, agents, and partners. Other than as provided for herein, Purchaser is buying the Property in an "as is" condition. 7. Closing a. Date and Place. The Closing of the sale of the Property by Seller to Purchaser (the "Closing") shall occur no later than fifteen (15) days from the end of the Feasibility Period. The Closing shall occur in the offices of Escrow Agent. 2 b. Seller's Obligations at Closing. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (1) Grant Bargain and Sale Deed. Seller shall execute and deliver to Escrow Agent for recording a Grant, Bargain and Sale Deed in form and substance reasonably satisfactory to Purchaser, fully executed and acknowledged by Seller, conveying the Property to Purchaser. (2) Title Insurance Policy. Seller shall cause the Escrow Agency to issue and deliver to Purchaser a CLTA standard coverage owner's policy of title insurance ("Owner's Title Policy"), consistent with the Title Commitment as reviewed and approved by Purchaser, in the amount of the Purchase Price, insuring that Purchaser is owner of the Property subject only to such matters as approved by Purchaser. Purchaser shall have the right, at Purchaser's sole cost and expense, to upgrade the Title Insurance Policy to an ALTA form B-1970 (Rev. 10-17-70) extended coverage owner's policy and to obtain any endorsements required by Purchaser. It shall be a condition precedent to Purchaser's obligation to purchase the Property that the Title Company can and will issue the Title Insurance Policy at the Closing. (3) Other Instruments. Seller shall execute and deliver such other documents as are customarily executed in the State of Nevada in connection with the conveyance of real property, including all required closing statements, releases, affidavits, evidences of authority to execute the documents, and any other instruments including an Assignment of the Lease reasonably acceptable to Purchaser that may reasonably be required by the Escrow Agent. Additionally, Seller shall deliver the builder's warranty and any extended warranties in accordance with Section 6 herein. (4) Possession. Seller shall deliver possession of the Property to Purchaser at Closing. c. Purchaser's Obligations at Closing. (1) Payment of Purchase Price. At the Closing, Purchaser shall pay the Purchase Price in cash (or by Certified Check, Cashier's Check, wire transfer of funds into escrow all of which shall constitute "cash" for purpose of this Agreement), less the amount of the Deposit, to be paid to Seller at the Closing, and subject to any adjustments for prorations and other credits provided for in this Agreement. (2) Other Instruments. Purchaser shall execute and deliver such other documents as are customarily executed in the State of Nevada in connection with the conveyance of real property, including all required closing statements, releases, affidavits, evidences of authority to execute the documents, and any other instruments that may reasonably by required by the Escrow Agent. (3) Purchaser's obligations at Closing as provided for in this Section 7.c. are subject to the satisfactory completion of (i) the Feasibility Period as set forth in Section 4 herein, and (ii) the performance by Seller of its obligations under Section 7.b. herein. d. Prorations. All real estate taxes relating to the Property for the year of the Closing shall be prorated as of the date of Closing between Seller and Purchaser. If the amount of taxes for that year are not known at the time of Closing, the prorations shall be based on an estimate of the taxes for the year of Closing, and when the tax information becomes available, Seller or Purchaser may request and obtain reimbursement from the other party for any excess amount charged to that party at the Closing. Likewise, any other amounts normally prorated between Seller and Purchaser, if any, shall be prorated between Seller and Purchaser as of the date of Closing. This Section 7.d. shall survive the Closing. 3 e. Closing Cost. Seller and Purchaser each agree to pay the following costs at the Closing: (1) Paid by Seller. Seller agrees to pay the cost of preparing the Grant, Bargain and Sale Deed; the preliminary title report and commitment, the premium for the Title Insurance Policy; real property transfer taxes or documentation taxes; the cost of preparing and recording any releases and other documents necessary to convey the Property in accordance with this Agreement; one-half (1/2) of any escrow or closing fee charged by the Escrow Agent; Seller's attorney's fees and costs as provided for herein. (2) Paid by Purchaser. Purchaser agrees to pay the recording fee for the Grant, Bargain and Sale Deed; one-half (1/2) of any escrow or closing fee charged by the Escrow Agent; Purchaser's attorney's fees and Costs as provided for herein. 8. Default. In the event that Seller is ready willing and able to convey the Property in accordance with the Agreement and Purchaser is obligated under the terms of this Agreement to consummate the transaction evidenced by this Agreement but fails to consummate this Agreement and take title, the parties hereto recognize and agree that the damages Seller will sustain will be difficult to ascertain. Therefor, the parties agree that in the event of Purchaser's default and in lieu of all other remedies Seller may have at law or equity, shall be entitled to receive and retain the Deposit as liquidated damages for Purchaser's failure to close in complete settlement of any and all claims Seller may have against Purchaser. If Closing is not concluded through no fault or Purchaser, Purchaser, at it's option, may (i) elect to enforce the terms of this Agreement by action for specific performance, and/or exercise any other right or remedy available to it at law or in equity, or (ii) terminate this Agreement by notice to Seller and Escrow Agent, whereby Escrow Agent shall act in accordance with this Agreement and return the Deposit, plus any earned interest thereon, to Purchaser. Upon any termination under (ii) above, the parties shall have no further rights and/or obligations under this Agreement other than those rights and/or obligations that are expressly stated to survive expiration or termination of this Agreement. 9. Seller's Representations and Warranties. (a) Seller has not received notice that the Property is in violation of any restrictive covenant, agreement or permit applicable thereto, or of any building code ordinance, statute, regulation, or requirement or any governmental authority having jurisdiction thereof. (b) Seller has not received notice of a claim, request for information, demand or notification that it is or may be a potentially responsible party in any action, proceeding or site clean-up commenced pursuant to any applicable Environmental Laws. (c) To Seller's knowledge, there is no litigation or claim, pending or threatened, against or involving the Property, and there are no facts or circumstances known to Seller which could give rise to any such claim or litigation. (d) To Seller's knowledge (i) there are no toxic or hazardous substances, wastes, or materials of any kind, as may be regulated by any applicable federal, state, or local law, rule or regulation, and Seller has not and will not cause or knowingly permit the same, (ii) there are no Hazardous Substances of any kind that have been accumulated on the Property in violation of any applicable governmental law, rule, or regulation or buried on the Property, and (iii) neither the Property nor any part thereof are contaminated by Hazardous Substances, including, but not limited to petroleum products, asbestos, toxins, or toxic material. 4 (e) From the Effective Date of this Agreement until Closing, Seller will neither do, commit, or suffer to be done any act or thing which would adversely affect Seller's present title to the Property. (f) Seller has taken or, prior to Closing, will take all requisite actions necessary to approve, execute, deliver and perform this Agreement and each and every agreement and document delivered by Seller in connection herewith. This Agreement and each and every other agreement and document delivered by Seller in connection herewith have been duly executed and delivered by Seller and constitute the binding obligations of Seller enforceable in accordance with their respective terms and will not violate any other contractual obligations of Seller. 10. Purchaser's Representations and Warranties. Purchaser has taken or, prior to Closing, will take all requisite actions necessary to approve, execute, deliver and perform this Agreement and each and every agreement and document delivered by Purchaser in connection herewith. This Agreement and each and every other agreement and document delivered by Purchaser in connection herewith have been duly executed and delivered by Purchaser and constitute the binding obligations of Purchaser enforceable in accordance with their respective terms and will not violate any other contractual obligations of Purchaser. 11. Brokers. Seller shall pay a real estate broker's commission payable to Colliers International ("Purchaser's Agent") in connection with the sale of the Property in the amount of five percent (5%) of the Purchase Price upon closing thereof. Purchaser and Seller agree to indemnify and hold harmless one another from all loss, damage, cost, expense and liability relating to any claim for a commission by any other person or entity with respect to this transaction, claiming by, through or under one another. Seller and Purchaser represent and warrant that no other broker(s), other than the above named, have been involved in this transaction and no other broker(s), other than the above named, are entitled to a commission. 12. Section 1031 Exchange. a) Purchaser hereby agrees to cooperate with Seller in a tax-deferred exchange should Seller so elect. Seller hereby agrees to pay any and all costs, taxes, assessments and/or liability that may be proximately caused by such tax-deferred exchange. In the event Seller affects a tax-deferred exchange, such exchange shall not otherwise delay the Closing nor shall Purchaser be required to take title to any property so as to accommodate Seller's exchange. b) Seller hereby agrees to cooperate with Purchaser in a tax-deferred exchange should Purchaser so elect. Purchaser hereby agrees to pay any and all costs, taxes, assessments and/or liability that may be proximately caused by such tax-deferred exchange. Should Purchaser elect to affect a tax-deferred exchange, such exchange shall not otherwise delay the close of escrow nor shall Seller by required to take title to any property so as to accommodate Purchaser's exchange. 13. Eminent Domain. To the best of Seller's knowledge there is no pending or threatened proceeding in eminent domain. In the event of any threatened, contemplated, commenced or consummated proceeding in eminent domain (notice of which shall be given promptly to Purchaser by Seller) respecting any portion of the Property such that the balance thereof would not be sufficient to be utilized for Purchaser's purpose in Purchaser's sole and absolute discretion, Purchaser may, at its option, by written notice to Seller given within fifteen (15) days after Purchaser is notified of such actual or possible proceedings: (i) unilaterally terminate this Agreement, whereupon the Deposit, with earnings thereon, or (ii) elect to continue this Agreement and close the purchase of the Property without any right 5 to deduction or set-off, in which event Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award. In the event less than fifteen (15) days exist at the time of such notice from Seller until the scheduled date of the Closing, the Closing shall, at Purchaser's option, be extended by as many days as is necessary to allow Purchaser such full fifteen (15) day review period. All negotiations and discussions with the condemning authority shall be conducted by Seller only, and Purchaser shall not independently contact or negotiate with condemning authority. 14. Miscellaneous a. No Assignment. Neither this Agreement nor any of Purchaser's rights hereunder may be assigned or transferred by Purchaser to non affiliated party without the prior written consent of Seller, said consent may not be unreasonably withheld. b. Notices. (1) Any and all notices and demands by any party hereto to any other party or Escrow Agent, required or desired to be given hereunder shall be in writing and shall be validly given or made only if personally delivered or deposited in the United States mail, certified or registered, postage prepaid, return receipt requested or if made by Federal Express or other similar delivery service keeping records of deliveries and attempted deliveries. Service shall be conclusively deemed made upon receipt if personally delivered or, if delivered by mail, facsimile, or delivery service, on the first business day delivery is attempted or upon receipt, whichever is sooner. (2) Any notice or demand to Seller shall be addressed to Seller at: Robert Morris Ready Mix, Inc. 3430 East Flamingo, Suite 100 Las Vegas, Nevada 89121 Telephone 702-433-2090 Facsimile 702-433-0189 (3) Any notice or demand to Purchaser shall be addressed to Purchaser at: Steve Groat Conde Del Mar Properties, LLC and/or nominee/assignee 149 North Gibson Road, Suite N Henderson, Nevada 89014 Telephone (702) 856-3235 Facsimile (702) 556-9184 (4) Any notice or demand to Purchaser's Agent shall be addressed to Broker at: Michael G. DeLew/Ashley Ziehm Colliers International 3960 Howard Hughes Parkway, Suite 150 Las Vegas, Nevada 89109 Telephone 702-735-5700 Facsimile 702-939-5080 ("Purchaser's Agent") and 6 (5) Any notice or demand to Escrow Agent shall be addressed to Escrow Agent at: First American Title Company c/o Carol Dvorak 3960 Howard Hughes parkway, Suite 630 Las Vegas, NV 89109 Telephone (702) 732-3278 Facsimile (702) 732-8514 (6) The parties and Escrow Agent may change their address for the purpose of receiving notices or demands as herein provided by a written notice given in the manner aforesaid to the others, which notice of change of address shall not become effective, however, until the actual receipt thereof by the others. c. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns. d. Severability If any of the terms and conditions hereof shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other of the terms and conditions hereof and the terms and conditions hereof thereafter shall be construed as if such invalid, illegal, or unenforceable terms or conditions had never been contained herein. e. Entire Agreement. The terms and conditions hereof relating to the subject matter described herein (i) constitute the entire agreement and understanding between the Seller and the Purchaser, (ii) supersede all prior agreements, and understandings, written or oral, between the Purchaser and the Seller, and (iii) may not be modified or amended except by an instrument mutually executed and delivered by the Seller and the Purchaser. f. Time. Time is of the essence to the performance of any provisions of this Agreement. If the date for performance of any provisions of any provisions of the Agreement is a Saturday, Sunday, or banking holiday (in the State of Nevada), the date for performance shall be extended until the next day that is not a Saturday, Sunday or banking holiday. g. Interpretation. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. h. Waiver. Either the Purchaser or the Seller may specifically waive any breach of the terms and conditions hereof by the other party, but no waiver specified in this Section shall constitute a continuing waiver of similar or other breaches of the terms and conditions hereof. No waiver shall be effective unless executed in writing by the party against who the waiver is asserted. All remedies, rights, undertaking, obligations, and agreements contained herein shall be cumulative and not mutually exclusive. i. Attorney's Fees. Should either the Purchaser, the Seller, or the Broker employ and attorney or attorneys to enforce any of the terms and conditions hereof, or to protect any right, title, or interest created or evidenced hereby, the non-prevailing party in any action pursued in courts of competent jurisdiction shall pay to the prevailing party all reasonable cost, damages, and expenses, including attorneys' fees, expended or incurred by the prevailing party. j. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Nevada. The exclusive venue of any action or proceeding arising out of or in connection with this Agreement shall be Clark County, Nevada. 7 Each party hereby consents to the personal jurisdiction of any court of competent subject matter jurisdiction sitting in Clark County, Nevada, and to the service of process in accordance with the laws of the State of Nevada and any rules applicable to any such court. k. Headings. The headings herein are for reference purposes only and shall not affect the meaning or interpretation of the terms and conditions hereof. l. Effective Date. The Effective Date of this Agreement shall be the date that this Agreement is executed by both Purchaser and Seller. m. Non-Exclusive Purchase Agreement. At all times after the Effective Date hereof and until the expiration of the Feasibility Period, Seller shall be entitled to market the Property for sale, both directly and through its agents, and to accept "Back up" offers from other persons or entities for the purchase of the Property; provided, however that nothing in this Section 14.m. shall alter or amend the rights and obligations of Purchaser or Seller under this Agreement. n. Construction. Both parties hereto have participated in the construction of this Agreement and any ambiguities shall not be interpreted against either party as being the constructing party. o. Expiration of Agreement. Unless mutually executed by both parties on or before 5:00 p.m. February 11 2003, this Agreement shall expire and be of no further force or effect and neither party hereto shall be under any obligation to the other. p. Counterparts. This Agreement may be executed in counterpart. Each counterpart of this Agreement shall constitute an original, and all such counterparts taken together shall constitute one and the same agreement. Executed by Purchaser on the 4th day of February 2003. PURCHASER: Conde Del Mar Properties, LLC and/or nominee/Assignee By: /s/ Steve Groat ---------------------- Steve Groat It's: Managing Member --------------------- Executed by Seller on the_____________ day of February 2003. Seller: Ready Mix, Inc. By: ____________________ It's: President ------------------- This agreement and any attached addendum, rider, or exhibit have been prepared for submission to your attorney for his/her approval. No representation or recommendation is made by Colliers International or its agents or employees as to the legal sufficiency, legal effect, or tax consequences of this agreement or the transaction relating thereto. 8 EX-10.223 18 p67539exv10w223.txt EX-10.223 EXHIBIT 10.223 NOTICE OF ASSIGNMENT -------------------- Meadow Valley Contractors, Inc. P.O. Box 60726 Phoenix, AZ 85082 Re: Contract #000105-100 This will serve as notice to you that the payments due from you under the Promissory Note between you and Astec Financial Services, Inc. dated September 1, 2002 have been assigned to The CIT Group/Equipment Financing, Inc. ("CIT"). Until you are directed otherwise by CIT, your payments should be forwarded directly to: CIT Group/Equipment Financing, Inc. 1540 W. Fountainhead Pkwy Tempe, AZ 85282 Please sign and return the enclosed copy of this notice to CIT Group/Equipment Financing, Inc. at its address stated above.

ASTEC FINANCIAL SERVICES, INC. CIT GROUP/EQUIPMENT FINANCING, INC. By: [Illegible] By: [Illegible] ---------------------------- ----------------------------- Title: Secretary Title: Agent ------------------------- -------------------------- The undersigned acknowledges receipt of notice of the assignment referenced above. MEADOW VALLEY CONTRACTORS, INC. By: -------------------------------- Title: -----------------------------

EX-10.224 19 p67539exv10w224.txt EX-10.224 EXHIBIT 10.224 NOTICE OF ASSIGNMENT -------------------- Meadow Valley Contractors, Inc. P.O. Box 60726 Phoenix, AZ 85082 Re: Contract #000813-000 #0000813-000 This will serve as notice to you that the payments due from you under the Promissory Note between you and Astec Financial Services, Inc. dated September 17, 2002 have been assigned to The CIT Group/Equipment Financing, Inc. ("CIT"). Until you are directed otherwise by CIT, your payments should be forwarded directly to: CIT Group/Equipment Financing, Inc. 1540 W. Fountainhead Pkwy Tempe, AZ 85282 Please sign and return the enclosed copy of this notice to CIT Group/Equipment Financing, Inc. at its address stated above.

ASTEC FINANCIAL SERVICES, INC. CIT GROUP/EQUIPMENT FINANCING, INC. By: [Illegible] By: [Illegible] ---------------------------- ----------------------------- Title: Secretary Title: Agent ------------------------- -------------------------- The undersigned acknowledges receipt of notice of the assignment referenced above. MEADOW VALLEY CONTRACTORS, INC. By: -------------------------------- Title: -----------------------------

EX-10.225 20 p67539exv10w225.txt EX-10.225 EXHIBIT 10.225 CIT Equipment Financing 1540 West Fountainhead Parkway Tempe, AZ 85282 [CIT] Logo NOTICE OF ASSIGNMENT Ken Nelson Ready Mix, Inc. 3430 East Flamingo Road Suite 100 Las Vegas, NV 89121-5018 (602)437-5400 RE: Equipment Schedule 2, dated June 20, 2000 to Master Lease Agreement dated June 20, 2000 between Ready Mix, Inc.(Lessee)and The CIT Group/Equipment Financing, Inc.,(Lessor) attached hereto and made a part hereof (collectively the "Agreement") Dear Mr. Nelson: This will serve as notice to you that The CIT Group/Equipment Financing, Inc.("CIT") has sold and assigned its interest in the above Agreement to General Electric Capital Corporation(GE Capital) Effective immediately, GE. Capital is entitled to all of the rights of CIT under the Agreement and all future payments are to be made to GE Capital, with respect to the Agreement without offset, deduction, defense, abatement, deferment or diminution. From this date forward, any and all notices or instructions relating to the Agreement, shall not be valid unless signed by GE Capital, and all payments relating to the Agreement shall be made directly to GE Capital at the following address(or such address as GE Capital may specify to you in writing): GENERAL ELECTRIC CAPITAL CORPORATION COMMERCIAL EQUIPMENT FINANCING 44 OLD RIDGEBURY ROAD DANBURY, CT 06810 888-223-9760 This Notice may not be revoked or amended except by in writing signed by GE Capital Sincerely, The CIT Group/Equipment Financing, Inc. By: /s/ Richard Johnson ----------------------------------- Title: Richard Johnson Vice President -------------------------------- CIT ACCOUNT #: 00108640 EX-10.226 21 p67539exv10w226.txt EX-10.226 EXHIBIT 10.226 CIT Equipment Financing 1540 West Fountainhead Parkway Tempe, AZ 85282 [CIT] Logo NOTICE OF ASSIGNMENT Ken Nelson Ready Mix, Inc. 3430 East Flamingo Road Suite 100 Las Vegas,NV 89121-5018 (602)437-5400 RE: Equipment Schedule 2, dated June 20, 2000 to Master Lease Agreement dated June 20, 2000 between Ready Mix, Inc.(Lessee)and The CIT Group/Equipment Financing, Inc.,(Lessor) attached hereto and made a part hereof (collectively the "Agreement") Dear Mr. Nelson: This will serve as notice to you that The CIT Group/Equipment Financing, Inc.("CIT") has sold and assigned its interest in the above Agreement to General Electric Capital Corporation(GE Capital) Effective immediately, GE. Capital is entitled to all of the rights of CIT under the Agreement and all future payments are to be made to GE Capital, with respect to the Agreement without offset, deduction, defense, abatement, deferment or diminution. From this date forward, any and all notices or instructions relating to the Agreement, shall not be valid unless signed by GE Capital, and all payments relating to the Agreement shall be made directly to GE Capital at the following address (or such address as GE Capital may specify to you in writing): GENERAL ELECTRIC CAPITAL CORPORATION COMMERCIAL EQUIPMENT FINANCING 44 OLD RIDGEBURY ROAD DANBURY, CT 06810 888-223-9760 This Notice may not be revoked or amended except by in writing signed by GE Capital. Sincerely, The CIT Group/Equipment Financing, Inc. By: /s/ Richard Johnson ----------------------------------- Title: Richard Johnson Vice President -------------------------------- CIT ACCOUNT #: 00108639 EX-10.227 22 p67539exv10w227.txt EX-10.227 EXHIBIT 10.227 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of March 2003, by and between Meadow Valley Corporation, a Nevada corporation (the "Employer"), and Bradley E. Larson (the "Employee"). The Employer hereby employs the Employee on a full-time basis, and the Employee hereby accepts such full-time employment on the terms and conditions hereinafter set forth. 1. EMPLOYMENT. Employee is employed as the President and Chief Executive Officer for the Employer. Employee shall perform all duties as outlined herein and as may be assigned by the Employer and shall devote full time, attention and loyalty to the affairs of the Employer. The duties of the Employee shall specifically be: A) To serve as a member of the Board of Directors, report directly to the Board, communicate with the board regarding current operational and financial status of Employer and strategic plans. B) To present to the board, for board approval, annual operating plans, capital improvement programs, budgets and annual updates of strategic plans. C) To assist the Chief Operating Officer in organizing operations personnel to maximize productivity and synergy between various area managers. Delegate responsibilities and oversee activities in the areas of finance/accounting, operations, estimating/marketing, safety and human resources. D) To actively represent the Employer in industry organizations where the membership is deemed to be beneficial to the Employer; and serve as board member and/or officer in said organizations when elected to do so. E) To seek out, and present to the board, any opportunities for acquisition and/or investment for growth of the Employer, and to negotiate or assist in the negotiations of acquisitions or investment expenditures. F) To represent the Employer in contract negotiations with owners of work, subcontractors and suppliers. G) To establish, foster and maintain relationships with important vendors and suppliers of strategic resources. H) Any other area specifically assigned by the Board of Directors. 2. TERM. Subject to the provisions of termination provided in paragraph 12, the term of this Agreement shall be three years from the date of execution or from the date of the most recent renewal. Subject to a mandatory annual review ("Review") of the Employee's performance by the Board Compensation Committee ("Committee"). This Agreement may be renewed annually by majority vote of the Committee. 3. COMPENSATION. Employee shall receive a base salary of One Hundred Sixty-two Thousand Seven Hundred Fifty Dollars ($162,750.00) per year, payable in accordance with the regular payroll practices of Employer, and subject to applicable deductions of withholding taxes and other customary employment taxes. The Committee of Employer shall review Employee's salary at a minimum annually and may adjust Employee's salary upward to recognize improvement, achievement or expansion of Employee's responsibilities. Employee shall participate as a member of senior management in cash incentive plans as currently existing or as amended or adopted in the future by the Committee. Cash bonus plans are subject to annual review and/or change by the Committee. 4. OPTIONS TO ACQUIRE COMMON STOCK. Employee is eligible to participate in the Meadow Valley Corporation 1994 Stock Option Plan. Future grants of stock options shall be subject to the discretion of Meadow Valley Corporation's board of directors. 5. EMPLOYEE BENEFITS. Employer shall provide to Employee, and to the Employee's dependents, a comprehensive major medical, health, and dental insurance program comparable to the programs normally provided by other employers in the same industry and marketplace, and the Employer shall pay the cost of the Employee's portion of the premium. Should, at any time, the Employee opt to maintain a personal major medical and health insurance policy for himself and for his dependents and not participate in the Employer's group plan, then Employer shall reimburse Employee the lesser of the amount Employee pays for said personal policy, as evidenced by adequate documentation, or what Employer would otherwise be paying were Employee participating in the Employer's group plan. Should the Employee opt to maintain his own coverage, neither he nor his dependents shall be precluded from later participating in the Employer's group plan so long as they otherwise qualify for enrollment. At Employer's cost, Employer will maintain a life insurance policy covering Employee, with at least $500,000 of death benefits being payable, in a manner that is free of income tax, to Employee's estate or other beneficiaries designated by Employee. Employer agrees to provide Employee with an automobile for business-related use. In addition to the cost of the vehicle itself, Employer shall pay, directly or by reimbursement to Employee, for all maintenance, fuel, repairs, insurance, operating and other costs incidental thereto. Employer shall pay for, or reimburse Employee for, dues for his membership in industry related associations perceived as beneficial to Employer and as approved by the Employer's Executive Committee. So long as it is within the guidelines of the respective plan, Employee shall be given the opportunity to participate in Employer's 401(k) and any other plans made available to other members of executive management. Employee shall be entitled to receive all other employee benefits for senior management personnel upon the terms and conditions then in effect. 6. MOVING EXPENSES AND SUBSISTENCE. In the event the Employer requires the Employee to relocate, the Employer shall pay for all moving costs of reasonable and normal household effects, including up to six months storage of such household effects while Employee obtains a permanent residence in the relocation area. Employee shall obtain a minimum of two moving and storage quotes from reputable movers and Employer shall pay the most competitive rate. 2 Employer shall provide Employee a subsistence allowance of Two Thousand Dollars ($2,000.00) per month for the lesser of nine months from the date of reassignment in a new location or until such time as the relocation of Employee and his/her spouse to the relocation area is complete. In addition, costs for one round-trip airline ticket per week between the Employee's previous location and the relocation area will be reimbursed by Employer to Employee during the same nine-month period, or less if relocation is completed earlier. Such tickets may be used either by Employee or by his/her spouse. 7. HOLIDAYS AND VACATION. A) Employee shall be paid for the following seven (7) holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day after Thanksgiving, and Christmas Day and all other holidays for Employees of the Company as approved by the Chief Executive Officer or Board of Directors. B) Employee is entitled to four weeks vacation during the first year of employment and for each year thereafter. Unused vacation in any given year shall accrue to following years up to a maximum of eight weeks in any one year. 8. RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such reasonable time as is necessary or is deemed reasonably necessary by the Employer to carry out all required duties and will devote full time to the Employer during normal business hours. The Employee shall at all times faithfully, with diligence and to the Employee's best good faith ability, experience and talents, perform all the duties that may be required pursuant to the express terms hereof to the reasonable satisfaction of the Employer, in accordance with customary professional standards. 9. WORKING FACILITIES. The Employee shall be furnished with all facilities and services suitable to Employee's position and adequate for the performance of Employee's duties. 10. EXPENSES. The Employee is authorized to incur reasonable expenses for promoting business of the Employer, including expenses for entertainment, travel and similar items. The Employer shall reimburse the Employee for all such expenses on the presentation by the Employee of itemized and adequately documented accounts of such expenditures. 11. DISABILITY. If unable to perform duties under the terms of this Agreement by reason of illness or incapacity for a period of four weeks, Employee shall, commencing at the end of such four week period, be entitled to receive Employee's compensation hereunder for a period of up to and including a maximum of one year or until he is no longer disabled, whichever occurs first. After one year of disability at full salary, the Employee, or his designated beneficiary, shall be provided with a disability insurance policy, if available, at no cost to Employee. The disability income policy would provide for monthly income benefits at the rate of sixty percent (60%) of the 3 Employee's base salary at the time the disability occurred. The Company will attempt to procure a disability income policy that would provide monthly benefits until the Employee reaches 65 years of age or is no longer disabled whichever occurs first. If such a policy is unavailable, the Company will attempt to provide the best policy available. If no policy is available, no other disability income benefits will be provided. 12. TERMINATION. This Employment Agreement may be terminated under the following circumstances: A) WITHOUT CAUSE. Employer may terminate this Agreement at any time upon thirty (30) days written notice to Employee, but Employer shall be obligated to pay to Employee compensation in a lump sum for the balance of the term of this Agreement within 30 days of termination, unless Employee agrees to other payment terms. B) VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE. Employee may terminate this Agreement at any time upon thirty (30) days written notice to Employer and Employer shall be obligated, in that event, to pay Employee compensation up to the date of the termination only. All accrued but unpaid compensation and Employee benefits shall be paid in cash within 30 days of termination, unless Employee agrees to other payment terms. C) TERMINATION BY EMPLOYER FOR REASONABLE CAUSE. The Employer may terminate this Agreement for reasonable cause upon the unanimous vote of the Board of Directors and by thirty (30) days written notice to the Employee and Employer shall be obligated, in that event, to pay Employee compensation up to the date of termination only. For purposes hereof, "cause" shall be defined as meaning (i) such conduct by the Employee which constitutes material breach of this Agreement which is not cured within ninety (90) days of written notice to the Employee of said alleged breach or (ii) a material failure to competently perform Employee's duties as stated in paragraph 1 in accordance with applicable professional standards as stated in paragraphs 1 and 8 hereof provided that Employer has previously given Employee written notice and a reasonable opportunity to remedy such failure and such failure has a materially adverse effect on the business or financial condition of Employer or (iii) material breach of Employee's fiduciary duty and such breach has a material adverse effect on the business or financial condition of Employer or (iv) egregiously improper or illegal conduct of the Employee which, based upon a unanimous good faith determination of the Board of Directors of the Employer, has a material adverse affect on Employer. D) TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE. Employee may terminate this Agreement for cause. In such event, Employer shall be obligated to pay Employee compensation in lump sum for the balance of the term of this Agreement within 30 days of termination or as Employee shall agree, plus damages suffered and expenses incurred by reason thereof. For this purpose "cause" shall mean (i) a material breach of this Agreement by Employer or (ii) failure of Employer to pay any amount owed 4 Employee hereunder at the time and in the amount due or (iii) failure of Employer to follow applicable law, especially with respect to SEC filings and compliance over the objection of Employee or contrary to the reasonable advice of Employee or (iv) egregiously improper conduct with respect to dealing with Employee or in a manner which brings discredit to Employee. 13. CONFIDENTIALITY. Employee agrees not to disclose any confidential, proprietary competitively sensitive information to persons who are not employees, directors, lenders, bonding agents, insurance companies or advisors of the Employer, except as required by law, without prior consent of the Employer; provided however, any disclosure involving this paragraph shall not result in a breach of this Agreement unless the disclosure has a materially adverse effect on the Employer. 14. INDEMNIFICATION. Employer and Meadow Valley Contractors, Inc. shall provide Employee with an Officer Indemnification Agreement in the form attached hereto. 15. NOTICES. All notices, demands, and communications given under this Agreement ("Notice") shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, in the United States mail, postage prepaid, addressed as follows: If to Employer: Meadow Valley Corporation P.O. Box 60726 Phoenix, AZ 85082-0726 If to Employee: Bradley E. Larson 671 E. Encinas Ave. Gilbert, AZ 85234 or at such other address as a party may from time to time designate by Notice hereunder. Notice shall be effective upon delivery in person, or if mailed, at midnight on the third business day after the date of mailing. 16. ASSIGNMENT OF AGREEMENT. Neither party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent to such assignment or transfer by the other party hereto; and all the provisions of this Agreement shall be binding upon the respective employees, successors, heirs and assigns of the parties; provided, however, the benefits payable to Employee hereunder in the event of disability or death or incapacity are payable to Employee's spouse or personal representative. 5 17. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This Agreement and the representations, warranties, covenants and other agreements (however characterized or described) by both parties and contained herein or made pursuant to the provisions hereof shall survive the execution and delivery of this Agreement. 18. FURTHER INSTRUMENTS. The parties shall execute and deliver any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of the Agreement into full force and effect. 19. SEVERABILITY. If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative for any reason by any court of competent jurisdiction, governmental authority or otherwise, such holding, declaration or pronouncement shall not affect adversely any other provision of this Agreement, which shall otherwise remain in full force and effect and be enforced in accordance with its terms, and the effect of such holding, declaration or pronouncement shall be limited to the territory of jurisdiction in which made. 20. WAIVER. All the rights and remedies of either party under this Agreement are cumulative and not exclusive of any other rights and remedies provided by law. No delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this Agreement shall operate as a waiver of any subsequent right or remedy arising from a subsequent breach of this Agreement. The consent of any party where required hereunder to any act or occurrence shall not be deemed to be a consent to any other act or occurrence. 21. GENERAL PROVISIONS. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the state of Arizona. Except as otherwise expressly stated herein, time is of the essence in performing under this Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter of this Agreement as it relates to the parties' duties and obligations from and after November 14, 2002, and this Agreement may not be modified or amended or any term or provision hereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. The headings of this Agreement are for convenience in reference only and shall not limit or otherwise affect the meaning thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. 22. SPECIAL RIGHT OF EMPLOYEE UNDER CERTAIN CIRCUMSTANCES. During the term of this Agreement, if (i) Employer is involved in a merger, consolidation or other business combination in which Employer is not the surviving and controlling entity; or (ii) all or substantially all the assets of Employer or its 6 principal subsidiary are sold; or (iii) in the event Employee is required to relocate outside the Phoenix, Arizona area in a manner not mutually acceptable to Employee and Employer, then Employee shall have the following rights: A) To terminate this Agreement with 30 days prior notice, in which event Employer shall pay Employee as if there were a termination without cause by the Employer; and B) All options granted shall, to the extent not specifically prohibited by the stock option plan then in effect, vest immediately and be exercisable within one year of the occurring of one of the events set forth in (i), (ii) or (iii) above. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. Meadow Valley Corporation /s/ Bradley E. Larson By /s/ Charles R. Norton - --------------------- --------------------------------- Employee Chairman - Compensation Committee 7 EX-10.228 23 p67539exv10w228.txt EX-10.228 EXHIBIT 10.228 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of March 2003, by and between Meadow Valley Corporation, a Nevada corporation (the "Employer"), and Kenneth D. Nelson (the "Employee"). The Employer hereby employs the Employee on a full-time basis, and the Employee hereby accepts such full-time employment on the terms and conditions hereinafter set forth. 1. EMPLOYMENT. Employee is employed as the Vice President - Chief Administrative Officer for the Employer. Employee shall perform all duties as outlined herein and as may be assigned by the Employer and shall devote full time, attention and loyalty to the affairs of the Employer. The duties of the Employee shall specifically be: A) To provide oversight and technical assistance to the F-Cost system and provide assistance to projects to insure proper accounting and allocation of job costs. B) To provide and/or delegate the training for proper use of F-Cost and Cash Flow (ECAC's). C) To provide oversight and coordinate the purchase, maintenance and upgrading of all information systems software and hardware, as well as the training of individuals as to their proper use. D) To be responsible for all aspects of Risk Management, including obtaining the most competitive insurance rates, negotiating with and selecting insurance carriers and determining proper allocation of insurance costs to operating units. E) To assist the Company Safety/EEO Director in minimizing workers compensation costs through competitive rates or assisting in countering potentially fraudulent claims. F) To coordinate with appropriate management all third party claims, bond claims, arbitration or litigation in which the Company may be involved and keep all interested parties informed of their status. G) To monitor, approve and allocate the Company's legal costs and assist/advise all operating units relative to selection of legal counsel. H) To negotiate with, select and maintain adequate and competitive employee health, welfare and dental plans. I) To maintain the Company's 401(k), pension plans or any other pension-related benefits that the Company has or may have in place. J) Assist in various tracking and reporting, such as the Company's bid results and backlog reports. K) Assist in preparing annual operating budgets, strategic plans and any special assignments related to acquisitions or mergers. L) Any other assignment as may be delegated by the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") or the Chief Operating Officer ("COO"). 2. TERM. Subject to the provisions of termination provided in paragraph 12, the term of this Agreement shall be three years from the date of execution or from the date of the most recent renewal. Subject to a mandatory annual review ("Review") of the Employee's performance by the CEO, this Agreement may be renewed annually if the outcome of the Review results in a recommendation for renewal by the CEO to the Board Compensation Committee ("Committee") and the Committee, by majority vote, authorizes the renewal. 3. COMPENSATION. Employee shall receive a base salary of One Hundred Thousand Dollars ($100,000.00) per year, payable in accordance with the regular payroll practices of Employer, and subject to applicable deductions of withholding taxes and other customary employment taxes. The CEO shall review Employee's salary at a minimum annually and may adjust Employee's salary upward to recognize improvement, achievement or expansion of Employee's responsibilities subject to approval of the Committee. Employee shall participate as a member of senior management in cash incentive plans as currently existing or as amended or adopted in the future by the Committee. Cash bonus plans are subject to annual review and/or change by the Committee. 4. OPTIONS TO ACQUIRE COMMON STOCK. Employee is elligible to participate in the Meadow Valley Corporation 1994 Stock Option Plan. Future grants of stock options shall be subject to the discretion of Meadow Valley Corporation's board of directors. 5. EMPLOYEE BENEFITS. Employer shall provide to Employee, and to the Employee's dependents, a comprehensive major medical, health, and dental insurance program comparable to the programs normally provided by other employers in the same industry and marketplace, and the Employer shall pay the cost of the Employee's portion of the premium. Should, at any time, the Employee opt to maintain a personal major medical and health insurance policy for himself and for his dependents and not participate in the Employer's group plan, then Employer shall reimburse Employee the lesser of the amount Employee pays for said personal policy, as evidenced by adequate documentation, or what Employer would otherwise be paying were Employee participating in the Employer's group plan. Should the Employee opt to maintain his own coverage, neither he nor his dependents shall be precluded from later participating in the Employer's group plan so long as they otherwise qualify for enrollment. At Employer's cost, Employer will maintain a life insurance policy covering Employee, with at least $500,000 of death benefits being payable, in a manner that is free of income tax, to Employee's estate or other beneficiaries designated by Employee. Employer agrees to provide Employee with an automobile for business-related use. In addition to the cost of the vehicle itself, Employer shall pay, directly or by reimbursement to Employee, for all maintenance, fuel, repairs, insurance, operating and other costs incidental thereto. 2 Employer shall pay for, or reimburse Employee for, dues for his membership in industry related associations perceived as beneficial to Employer and as approved by the CEO or the COO. So long as it is within the guidelines of the respective plan, Employee shall be given the opportunity to participate in Employer's 401(k) and any other plans made available to other members of executive management. Employee shall be entitled to receive all other employee benefits for senior management personnel upon the terms and conditions then in effect, including long term disability insurance. 6. MOVING EXPENSES AND SUBSISTENCE. In the event the Employer requires the Employee to relocate, the Employer shall pay for all moving costs of reasonable and normal household effects, including up to six months storage of such household effects while Employee obtains a permanent residence in the relocation area. Employee shall obtain a minimum of two moving and storage quotes from reputable movers and Employer shall pay the most competitive rate. Employer shall provide Employee a subsistence allowance of Two Thousand Dollars ($2,000.00) per month for the lesser of nine months from the date of reassignment in a new location or until such time as the relocation of Employee and his/her spouse to the relocation area is complete. In addition, costs for one round-trip airline ticket per week between the Employee's previous location and the relocation area will be reimbursed by Employer to Employee during the same nine-month period, or less if relocation is completed earlier. Such tickets may be used either by Employee or by his/her spouse. 7. HOLIDAYS AND VACATION. A) Employee shall be paid for the following seven (7) holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day after Thanksgiving, and Christmas Day and all other holidays for Employees of the Company as approved by the CEO or Board of Directors. B) Employee is entitled to four weeks vacation during the first year of employment and for each year thereafter. Unused vacation in any given year shall accrue to following years up to a maximum of eight weeks in any one year. 8. RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such reasonable time as is necessary or is deemed reasonably necessary by the Employer to carry out all required duties and will devote full time to the Employer during normal business hours. The Employee shall at all times faithfully, with diligence and to the Employee's best good faith ability, experience and talents, perform all the duties that may be required pursuant to the express terms hereof to the reasonable satisfaction of the Employer, in accordance with customary professional standards. 9. WORKING FACILITIES. The Employee shall be furnished with all facilities and services suitable to Employee's position and adequate for the performance of Employee's duties. 3 10. EXPENSES. The Employee is authorized to incur reasonable expenses for promoting the business of the Employer, including expenses for entertainment, travel and similar items. The Employer shall reimburse the Employee for all such expenses on the presentation by the Employee of itemized and adequately documented accounts of such expenditures. 11. DISABILITY. If unable to perform duties under the terms of this Agreement by reason of illness or incapacity for a period of four weeks, Employee shall, commencing at the end of such four week period, be entitled to receive Employee's compensation hereunder for a period of up to and including a maximum of one year or until he is no longer disabled, whichever occurs first. After one year of disability at full salary, the Employee, or his designated beneficiary, shall be provided with a disability insurance policy, if available, at no cost to Employee. The disability income policy would provide for monthly income benefits at the rate of sixty percent (60%) of the Employee's base salary at the time the disability occurred. The Company will attempt to procure a disability income policy that would provide monthly benefits until the Employee reaches 65 years of age or is no longer disabled whichever occurs first. If such a policy is unavailable, the Company will attempt to provide the best policy available. If no policy is available, no other disability income benefits will be provided. 12. TERMINATION. This Employment Agreement may be terminated under the following circumstances: A) WITHOUT CAUSE. Employer may terminate this Agreement at any time upon thirty (30) days written notice to Employee, but Employer shall be obligated to pay to Employee compensation in a lump sum for the balance of the term of this Agreement within 30 days of termination, unless Employee agrees to other payment terms. B) VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE. Employee may terminate this Agreement at any time upon thirty (30) days written notice to Employer and Employer shall be obligated, in that event, to pay Employee compensation up to the date of the termination only. All accrued but unpaid compensation and Employee benefits shall be paid in cash within 30 days of termination, unless Employee agrees to other payment terms. C) TERMINATION BY EMPLOYER FOR REASONABLE CAUSE. The Employer may terminate this Agreement for reasonable cause upon the unanimous vote of the Board of Directors and by thirty (30) days written notice to the Employee and Employer shall be obligated, in that event, to pay Employee compensation up to the date of termination only. For purposes hereof, "cause" shall be defined as meaning (i) such conduct by the Employee which constitutes material breach of this Agreement which is not cured within ninety (90) days of written notice to the Employee of said alleged breach or (ii) a material failure to competently perform Employee's duties as stated in paragraph 1 in accordance with applicable professional standards as stated in paragraphs 1 and 8 hereof provided that Employer has previously given Employee written notice 4 and a reasonable opportunity to remedy such failure and such failure has a materially adverse effect on the business or financial condition of Employer or (iii) material breach of Employee's fiduciary duty and such breach has a material adverse effect on the business or financial condition of Employer or (iv) egregiously improper or illegal conduct of the Employee which, based upon a unanimous good faith determination of the Board of Directors of the Employer, has a material adverse affect on Employer. D) TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE. Employee may terminate this Agreement for cause. In such event, Employer shall be obligated to pay Employee compensation in lump sum for the balance of the term of this Agreement within 30 days of termination or as Employee shall agree, plus damages suffered and expenses incurred by reason thereof. For this purpose "cause" shall mean (i) a material breach of this Agreement by Employer or (ii) failure of Employer to pay any amount owed Employee hereunder at the time and in the amount due or (iii) failure of Employer to follow applicable law, especially with respect to SEC filings and compliance over the objection of Employee or contrary to the reasonable advice of Employee or (iv) egregiously improper conduct with respect to dealing with Employee or in a manner which brings discredit to Employee. 13. CONFIDENTIALITY. Employee agrees not to disclose any confidential, proprietary competitively sensitive information to persons who are not employees, directors, lenders, bonding agents, insurance companies or advisors of the Employer, except as required by law, without prior consent of the Employer; provided however, any disclosure involving this paragraph shall not result in a breach of this Agreement unless the disclosure has a materially adverse effect on the Employer. 14. INDEMNIFICATION. Employer and Meadow Valley Contractors, Inc. shall provide Employee with an Officer Indemnification Agreement in the form attached hereto. 15. NOTICES. All notices, demands, and communications given under this Agreement ("Notice") shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, in the United States mail, postage prepaid, addressed as follows: If to Employer: Meadow Valley Corporation P.O. Box 60726 Phoenix, AZ 85082-0726 If to Employee: Kenneth D. Nelson 1255 E. Nance 5 Mesa, AZ 85203 or at such other address as a party may from time to time designate by Notice hereunder. Notice shall be effective upon delivery in person, or if mailed, at midnight on the third business day after the date of mailing. 16. ASSIGNMENT OF AGREEMENT. Neither party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent to such assignment or transfer by the other party hereto; and all the provisions of this Agreement shall be binding upon the respective employees, successors, heirs and assigns of the parties; provided, however, the benefits payable to Employee hereunder in the event of disability or death or incapacity are payable to Employee's spouse or personal representative. 17. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This Agreement and the representations, warranties, covenants and other agreements (however characterized or described) by both parties and contained herein or made pursuant to the provisions hereof shall survive the execution and delivery of this Agreement. 18. FURTHER INSTRUMENTS. The parties shall execute and deliver any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of the Agreement into full force and effect. 19. SEVERABILITY. If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative for any reason by any court of competent jurisdiction, governmental authority or otherwise, such holding, declaration or pronouncement shall not affect adversely any other provision of this Agreement, which shall otherwise remain in full force and effect and be enforced in accordance with its terms, and the effect of such holding, declaration or pronouncement shall be limited to the territory of jurisdiction in which made. 20. WAIVER. All the rights and remedies of either party under this Agreement are cumulative and not exclusive of any other rights and remedies provided by law. No delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this Agreement shall operate as a waiver of any subsequent right or remedy arising from a subsequent breach of this Agreement. The consent of any party where required hereunder to any act or occurrence shall not be deemed to be a consent to any other act or occurrence. 21. GENERAL PROVISIONS. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the state of Arizona. Except as otherwise expressly stated herein, time is of the essence in performing under this Agreement. This Agreement embodies the entire agreement and understanding between 6 the parties and supersedes all prior agreements and understandings relating to the subject matter of this Agreement as it relates to the parties' duties and obligations from and after November 12, 2002, and this Agreement may not be modified or amended or any term or provision hereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. The headings of this Agreement are for convenience in reference only and shall not limit or otherwise affect the meaning thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. 22. SPECIAL RIGHT OF EMPLOYEE UNDER CERTAIN CIRCUMSTANCES. During the term of this Agreement, if Meadow Valley Corporation is involved in a merger, consolidation or other business combination in which Meadow Valley Corporation is not the surviving and controlling entity and as a result thereof the Employee is required to relocate outside the city of his/her current residence in a manner not objectively reasonable, then Employee shall have the following rights: A) To terminate this Agreement with 30 days prior notice, in which event Employer shall pay Employee a lump sum equal to the Employee's compensation for the remainder of the term of this Agreement, payable within fourteen calendar days of the date of termination; and B) All options granted shall, to the extent not specifically prohibited by the stock option plan then in effect, vest immediately and be exercisable within one year of the termination notice provided in A above. The provisions of this Section 22 shall supercede the entitlements set forth in paragraph 12 TERMINATION in the events contemplated within this Section 22. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. Meadow Valley Corporation /s/ Kenneth D. Nelson By /s/ Charles R. Norton - --------------------- --------------------------------- Employee Chairman - Compensation Committee 7 EX-10.229 24 p67539exv10w229.txt EX-10.229 EXHIBIT 10.229 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of March 2003, by and between Meadow Valley Corporation, a Nevada corporation (the "Employer"), and Alan A. Terril (the "Employee"). The Employer hereby employs the Employee on a full-time basis, and the Employee hereby accepts such full-time employment on the terms and conditions hereinafter set forth. 1. EMPLOYMENT. Employee is employed as the Senior Vice President - - Chief Operating Officer ("COO") for the Employer. Employee shall perform all duties as outlined herein and as may be assigned by the Employer and shall devote full time, attention and loyalty to the affairs of the Employer. The duties of the Employee shall specifically be: A) Oversee all operating entities of the Employer. Reporting to Alan Terril will be each Area Manager for the Nevada, Arizona, Asphalt Paving and Utah Areas, and the President of Ready Mix, Inc. B) Assist operating units in decision-making relative to work bidding, margins bid, and preparation and submission of estimates. C) Assist operating units to maximize profitability by active participation in project planning, problem-solving, partnering, and claims/litigation preparation. D) Assist and oversee operating budgets, capital expenditure budgets and approve project specific budgets for use in the Company's Budget Bonus Incentive Program. E) Oversee and delegate as necessary administration of the Company's equipment and other resources. The COO is responsible for decision-making regarding the types of equipment acquired in capital purchases and leases. F) Assist in selection and evaluation of merger and/or acquisition opportunities of the Company. G) Assist in formulating and executing strategic plans. H) Any other area specifically assigned by the Chief Executive Officer ("CEO") or the Board of Directors. I) To maintain and promote relationships with owners with whom the Company contracts. 2. TERM. Subject to the provisions of termination provided in paragraph 12, the term of this Agreement shall be three years from the date of execution or from the date of the most recent renewal. Subject to a mandatory annual review ("Review") of the Employee's performance by the CEO, this Agreement may be renewed annually if the outcome of the Review results in a recommendation for renewal by the CEO to the Board Compensation Committee ("Committee") and the Committee, by majority vote, authorizes the renewal. 3. COMPENSATION. Employee shall receive a base salary of One Hundred Twenty-seven Thousand Dollars ($127,000.00) per year, payable in accordance with the regular payroll practices of Employer, and subject to applicable deductions of withholding taxes and other customary employment taxes. The CEO of Employer shall review Employee's salary at a minimum annually and may adjust Employee's salary upward to recognize improvement, achievement or expansion of Employee's responsibilities subject to approval of the Committee. Employee shall participate as a member of senior management in cash incentive plans as currently existing or as amended or adopted in the future by the Committee. Cash bonus plans are subject to annual review and/or change by the Committee. 4. OPTIONS TO ACQUIRE COMMON STOCK. Employee is eligible to participate in the Meadow Valley Corporation 1994 Stock Option Plan. Future grants of stock options shall be subject to the discretion of Meadow Valley Corporation's board of directors. 5. EMPLOYEE BENEFITS. Employer shall provide to Employee, and to the Employee's dependents, a comprehensive major medical, health, and dental insurance program comparable to the programs normally provided by other employers in the same industry and marketplace, and the Employer shall pay the cost of the Employee's portion of the premium. Should, at any time, the Employee opt to maintain a personal major medical and health insurance policy for himself and for his dependents and not participate in the Employer's group plan, then Employer shall reimburse Employee the lesser of the amount Employee pays for said personal policy, as evidenced by adequate documentation, or what Employer would otherwise be paying were Employee participating in the Employer's group plan. Should the Employee opt to maintain his own coverage, neither he nor his dependents shall be precluded from later participating in the Employer's group plan so long as they otherwise qualify for enrollment. At Employer's cost, Employer will maintain a life insurance policy covering Employee, with at least $500,000 of death benefits being payable, in a manner that is free of income tax, to Employee's estate or other beneficiaries designated by Employee. Employer agrees to provide Employee with an automobile for business-related use. In addition to the cost of the vehicle itself, Employer shall pay, directly or by reimbursement to Employee, for all maintenance, fuel, repairs, insurance, operating and other costs incidental thereto. Employer shall pay for, or reimburse Employee for, dues for his membership in industry related associations perceived as beneficial to Employer and as approved by the CEO. So long as it is within the guidelines of the respective plan, Employee shall be given the opportunity to participate in Employer's 401(k) and any other plans made available to other members of executive management. Employee shall be entitled to receive all other employee benefits for senior management personnel upon the terms and conditions then in effect, including long term disability insurance. 2 6. MOVING EXPENSES AND SUBSISTENCE. In the event the Employer requires the Employee to relocate, the Employer shall pay for all moving costs of reasonable and normal household effects, including up to six months storage of such household effects while Employee obtains a permanent residence in the relocation area. Employee shall obtain a minimum of two moving and storage quotes from reputable movers and Employer shall pay the most competitive rate. Employer shall provide Employee a subsistence allowance of Two Thousand Dollars ($2,000.00) per month for the lesser of nine months from the date of reassignment in a new location or until such time as the relocation of Employee and his/her spouse to the relocation area is complete. In addition, costs for one round-trip airline ticket per week between the Employee's previous location and the relocation area will be reimbursed by Employer to Employee during the same nine-month period, or less if relocation is completed earlier. Such tickets may be used either by Employee or by his/her spouse. 7. HOLIDAYS AND VACATION. A) Employee shall be paid for the following seven (7) holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day after Thanksgiving, and Christmas Day and all other holidays for Employees of the Company as approved by the Chief Executive Officer or Board of Directors. B) Employee is entitled to four weeks vacation during the first year of employment and for each year thereafter. Unused vacation in any given year shall accrue to following years up to a maximum of eight weeks in any one year. 8. RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such reasonable time as is necessary or is deemed reasonably necessary by the Employer to carry out all required duties and will devote full time to the Employer during normal business hours. The Employee shall at all times faithfully, with diligence and to the Employee's best good faith ability, experience and talents, perform all the duties that may be required pursuant to the express terms hereof to the reasonable satisfaction of the Employer, in accordance with customary professional standards. 9. WORKING FACILITIES. The Employee shall be furnished with all facilities and services suitable to Employee's position and adequate for the performance of Employee's duties. 10. EXPENSES. The Employee is authorized to incur reasonable expenses for promoting business of the Employer, including expenses for entertainment, travel and similar items. The Employer shall reimburse the Employee for all such expenses on the presentation by the Employee of itemized and adequately documented accounts of such expenditures. 11. DISABILITY. If unable to perform duties under the terms of this Agreement by reason of illness or incapacity for a period of four weeks, Employee shall, 3 commencing at the end of such four week period, be entitled to receive Employee's compensation hereunder for a period of up to and including a maximum of one year or until he is no longer disabled, whichever occurs first. After one year of disability at full salary, the Employee, or his designated beneficiary, shall be provided with a disability insurance policy, if available, at no cost to Employee. The disability income policy would provide for monthly income benefits at the rate of sixty percent (60%) of the Employee's base salary at the time the disability occurred. The Company will attempt to procure a disability income policy that would provide monthly benefits until the Employee reaches 65 years of age or is no longer disabled whichever occurs first. If such a policy is unavailable, the Company will attempt to provide the best policy available. If no policy is available, no other disability income benefits will be provided. 12. TERMINATION. This Employment Agreement may be terminated under the following circumstances: A) WITHOUT CAUSE. Employer may terminate this Agreement at any time upon thirty (30) days written notice to Employee, but Employer shall be obligated to pay to Employee compensation in a lump sum for the balance of the term of this Agreement within 30 days of termination, unless Employee agrees to other payment terms. B) VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE. Employee may terminate this Agreement at any time upon thirty (30) days written notice to Employer and Employer shall be obligated, in that event, to pay Employee compensation up to the date of the termination only. All accrued but unpaid compensation and Employee benefits shall be paid in cash within 30 days of termination, unless Employee agrees to other payment terms. C) TERMINATION BY EMPLOYER FOR REASONABLE CAUSE. The Employer may terminate this Agreement for reasonable cause upon the unanimous vote of the Board of Directors and by thirty (30) days written notice to the Employee and Employer shall be obligated, in that event, to pay Employee compensation up to the date of termination only. For purposes hereof, "cause" shall be defined as meaning (i) such conduct by the Employee which constitutes material breach of this Agreement which is not cured within ninety (90) days of written notice to the Employee of said alleged breach or (ii) a material failure to competently perform Employee's duties as stated in paragraph 1 in accordance with applicable professional standards as stated in paragraphs 1 and 8 hereof provided that Employer has previously given Employee written notice and a reasonable opportunity to remedy such failure and such failure has a materially adverse effect on the business or financial condition of Employer or (iii) material breach of Employee's fiduciary duty and such breach has a material adverse effect on the business or financial condition of Employer or (iv) egregiously improper or illegal conduct of the Employee which, based upon a unanimous good faith determination of the Board of Directors of the Employer, has a material adverse affect on Employer. 4 D) TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE. Employee may terminate this Agreement for cause. In such event, Employer shall be obligated to pay Employee compensation in lump sum for the balance of the term of this Agreement within 30 days of termination or as Employee shall agree, plus damages suffered and expenses incurred by reason thereof. For this purpose "cause" shall mean (i) a material breach of this Agreement by Employer or (ii) failure of Employer to pay any amount owed Employee hereunder at the time and in the amount due or (iii) failure of Employer to follow applicable law, especially with respect to SEC filings and compliance over the objection of Employee or contrary to the reasonable advice of Employee or (iv) egregiously improper conduct with respect to dealing with Employee or in a manner which brings discredit to Employee. 13. CONFIDENTIALITY. Employee agrees not to disclose any confidential, proprietary competitively sensitive information to persons who are not employees, directors, lenders, bonding agents, insurance companies or advisors of the Employer, except as required by law, without prior consent of the Employer; provided however, any disclosure involving this paragraph shall not result in a breach of this Agreement unless the disclosure has a materially adverse effect on the Employer. 14. INDEMNIFICATION. Employer and Meadow Valley Contractors, Inc. shall provide Employee with an Officer Indemnification Agreement in the form attached hereto. 15. NOTICES. All notices, demands, and communications given under this Agreement ("Notice") shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, in the United States mail, postage prepaid, addressed as follows: If to Employer: Meadow Valley Corporation P.O. Box 60726 Phoenix, AZ 85082-0726 If to Employee: Alan A. Terril P.O. Box 364 Overton, NV 89040 or at such other address as a party may from time to time designate by Notice hereunder. Notice shall be effective upon delivery in person, or if mailed, at midnight on the third business day after the date of mailing. 16. ASSIGNMENT OF AGREEMENT. Neither party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the 5 prior written consent to such assignment or transfer by the other party hereto; and all the provisions of this Agreement shall be binding upon the respective employees, successors, heirs and assigns of the parties; provided, however, the benefits payable to Employee hereunder in the event of disability or death or incapacity are payable to Employee's spouse or personal representative. 17. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This Agreement and the representations, warranties, covenants and other agreements (however characterized or described) by both parties and contained herein or made pursuant to the provisions hereof shall survive the execution and delivery of this Agreement. 18. FURTHER INSTRUMENTS. The parties shall execute and deliver any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of the Agreement into full force and effect. 19. SEVERABILITY. If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative for any reason by any court of competent jurisdiction, governmental authority or otherwise, such holding, declaration or pronouncement shall not affect adversely any other provision of this Agreement, which shall otherwise remain in full force and effect and be enforced in accordance with its terms, and the effect of such holding, declaration or pronouncement shall be limited to the territory of jurisdiction in which made. 20. WAIVER. All the rights and remedies of either party under this Agreement are cumulative and not exclusive of any other rights and remedies provided by law. No delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this Agreement shall operate as a waiver of any subsequent right or remedy arising from a subsequent breach of this Agreement. The consent of any party where required hereunder to any act or occurrence shall not be deemed to be a consent to any other act or occurrence. 21. GENERAL PROVISIONS. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the state of Arizona. Except as otherwise expressly stated herein, time is of the essence in performing under this Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter of this Agreement as it relates to the parties' duties and obligations from and after April 1, 1997, and this Agreement may not be modified or amended or any term or provision hereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. The headings of this Agreement are for convenience in reference only and shall not limit or otherwise affect the meaning thereof. This Agreement may be executed in any number of 6 counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. 22. SPECIAL RIGHT OF EMPLOYEE UNDER CERTAIN CIRCUMSTANCES. During the term of this Agreement, if Meadow Valley Corporation is involved in a merger, consolidation or other business combination in which Meadow Valley Corporation is not the surviving and controlling entity and as a result thereof the Employee is required to relocate outside the city of his/her current residence in a manner not objectively reasonable, then Employee shall have the following rights: A) To terminate this Agreement with 30 days prior notice, in which event Employer shall pay Employee a sum equal to the Employee's compensation for the remainder of the term of this Agreement, payable within fourteen calendar days of the date of termination; and B) All options granted shall, to the extent not specifically prohibited by the stock option plan then in effect, vest immediately and be exercisable within one year of the termination notice provided in A above. The provisions of this Section 22 shall supercede the entitlements set forth in paragraph 12 TERMINATION in the events contemplated within this Section 22. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. Meadow Valley Corporation /s/ alan Terril By /s/ Charles R. Norton - --------------- --------------------------------- Employee Chairman - Compensation Committee 7 EX-10.230 25 p67539exv10w230.txt EX-10.230 EXHIBIT 10.230 MEADOW VALLEY CORPORATION AND MEADOW VALLEY CONTRACTORS, INC. OFFICER/DIRECTOR INDEMNIFICATION AGREEMENT THIS AGREEMENT ("Agreement") is entered into and effective this 10th day of March, 2003, by and between Meadow Valley Corporation and Meadow Valley Contractors, Inc., Nevada corporations ("Corporation"), and Clint L. Tryon ("Indemnified Party"). WHEREAS, the Board of Directors has determined that it is in the best interest of the Corporation and its shareholders to agree to indemnify Indemnified Party (who is a Director and/or Officer of the Corporation) from and against certain liabilities for actions taken by her during the performance of her tasks for the Corporation. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. INDEMNIFICATION. The Corporation hereby agrees to indemnify and hold harmless Indemnified Party to the maximum extent possible under all applicable laws against any and all claims, demands, debts, duties, liabilities, judgments, fines and amounts paid in settlement and expenses (including attorneys' fees and expenses) actually and reasonably incurred by Indemnified Party in connection with the investigation, defense, negotiation and settlement of any such claim or any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Indemnified Party is or becomes a party, or is threatened to be made a party, by reason of the fact that Indemnified Party is an officer or a director of the Corporation or any of its subsidiaries. 2. LIMITATIONS ON INDEMNITY. No indemnity pursuant to this Agreement shall be made by the Corporation: (a) For the amount of such losses for which the Indemnified Party is indemnified pursuant to any insurance purchased and maintained by the Corporation; or (b) In respect to remuneration paid to Indemnified Party if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; or (c) On account of any suit in which judgment is rendered against Indemnified Party for an accounting of profits made (i) for an improper personal profit without full and fair disclosure to the Corporation of all material conflicts of interest and not approved thereof by a majority of the disinterested members of the Board of Directors of the Corporation; or (ii) from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local law; or (d) On account of Indemnified Party's conduct which is finally determined to have been knowingly fraudulent, deliberately dishonest or willfully in violation of applicable law for which the corporation suffered actual financial damages; or (e) If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. 3. CONTINUATION OF INDEMNITY. All agreements and obligations of the Corporation contained herein shall continue during the period Indemnified Party is an officer or director of the Corporation or a subsidiary and thereafter so long as Indemnified Party shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnified Party was an officer or a director of the Corporation or any subsidiary. 4. NOTIFICATION AND DEFENSE OF CLAIM. Within 30 days after receipt by Indemnified Party of notice of any claim or any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which Indemnified Party has a right to Indemnification hereunder, Indemnified Party will notify the Corporation of the commencement thereof. With respect to any such action, suit or proceeding as to which Indemnified Party notifies the Corporation of the commencement thereof: (a) The Corporation will be entitled to participate therein at its own expense; and (b) Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party will be entitled to assume the defense thereof, with counsel satisfactory to Indemnified Party. After notice from the Corporation to Indemnified Party of its election to assume the defense thereof, the Corporation will not be liable to Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnified Party shall have the right to employ counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnified Party, unless (i) the employment of counsel by Indemnified Party has been authorized by the Corporation, (ii) Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnified Party in the conduct of the defense of such action, (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation, or (iv) unless the Indemnified 2 Party reasonably and in good faith asserts defenses and theories of defense not asserted by the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which Indemnified Party shall have made the conclusion provided for in (ii) or (iv) above. (c) The Corporation shall not be liable to indemnify Indemnified Party under this Agreement for any amounts paid in settlement of any action or claim effected without the Corporation's written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnified Party without Indemnified Party's written consent. Neither the Corporation or Indemnified Party will unreasonably withhold their consent to any proposed settlement. 5. REPAYMENT OF EXPENSES. Indemnified Party agrees that Indemnified Party will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Indemnified Party in the event and only to the extent that Indemnified Party is finally determined that Indemnified Party is not entitled to be indemnified by the Corporation for such expenses under the Corporation's charter or bylaws, this Agreement or under applicable law. 6. ENFORCEMENT. (a) The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnified Party to serve as an officer and/or director of the Corporation or any subsidiary thereof, and acknowledges that Indemnified Party is relying upon this Agreement as part of the consideration for so acting. (b) In the event Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, the Corporation shall reimburse Indemnified Party for all of Indemnified Party's reasonable attorneys' and other fees and expenses in bringing and pursuing such action. 7. SEVERABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. 8. GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION. (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Arizona. (b) This Agreement shall be binding upon Indemnified Party and upon the Corporation, its successors and assigns, and shall inure to the benefit of 3 Indemnified Party, his heirs, personal representatives and assigns and to the benefit of the Corporation, its successors and assigns. (c) No amendment, modification, termination or change of this Agreement shall be effective unless it is signed by both parties hereto. 9. ADDITIONAL RIGHTS. This Agreement is in addition to, and not in lieu of, any other right to indemnification under the Corporation's corporate charter, bylaws, insurance contracts or otherwise at law or in equity. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written. MEADOW VALLEY CORPORATION AND MEADOW VALLEY CONTRACTORS, INC. By: /s/ Bradley E. Larson -------------------------------------------- Bradley E. Larson, President and Chief Executive Officer Indemnified Party: /s/ Clint L. Tryon ------------------------------------------------ Clint L. Tryon 4 EX-99.12 26 p67539exv99w12.txt EX-99.12 EXHIBIT 99.12 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Meadow Valley Corporation (the "Company") on Form 10-K for the year ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bradley E. Larson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Bradley E. Larson - ----------------------------------------- Bradley E. Larson President and Chief Executive Officer March 28, 2003 EX-99.13 27 p67539exv99w13.txt EX-99.13 Exhibit 99.13 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Meadow Valley Corporation (the "Company") on Form 10-K for the year ending December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Clint Tryon, Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Clint Tryon - ----------------------------------------- Clint Tryon Principal Accounting Officer March 28, 2003 EX-99.14 28 p67539exv99w14.txt EX-99.14 EXHIBIT 99.14 [NASDAQ(R) LOGO] By Facsimile and First Class Mail March 11, 2003 Mr. Bradley E. Larson President and Chief Executive Officer Meadow Valley Corporation 4411 South 40th Street, Suite D11 Phoenix, AZ 85040 Re: Meadow Valley Corporation (the "Company") Dear Mr. Larson: On November 8, 2002, Staff notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive trading days as required by. The Nasdaq Small Cap Market set forth in Marketplace Rule 4310(C)(4) (the "Rule"). In accordance with Marketplace Rule 4310(C)(8)(D), the Company was provided 180 calendar days, or until May 7, 2003, to regain compliance with the Rule, Since then, the closing bid price of the Company's common stock has been at $1.00 per share or greater for at least 10 consecutive trading days. Accordingly, the Company has regained compliance with the Rule and this matter is now closed. If you have any questions, please contact Karl Heermann, Listing Analyst, at (301) 978-8040. Sincerely, /s/ Cynthia T. Melo - ----------------------------- Cynthia T. Melo Associate Director Nasdaq Listing Qualifications -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.208

                                                                  Exhibit 10.208

[ADOT logo]           ARIZONA DEPARTMENT OF TRANSPORTATION
                       INTERMODAL TRANSPORTATION DIVISION
                       CONTRACTS & SPECIFICATIONS SECTION
         1651 W JACKSON ST.    ROOM 121F     PHOENIX, ARIZONA 85007-3217
                    Phone (602) 712-7221 Fax (602) 712-6956

JANE DEE HULL                                                        DICK WRIGHT
  Governor                         May 20, 2002                   State Engineer

VICTOR M. MENDEZ
  Director

Meadow Valley Contractors, Inc.
PO Box 60726
Phoenix, AZ 85082-0726

      RE: 060 MA 174 H463201C               060 MA 174 H463301C
          STP-060-C(5)A                     STP-060-C(6)A
          PHOENIX GLOBE HIGHWAY (US 60)     PHOENIX GLOBE HIGHWAY (US 60)
          (Rural Road T.I.)                 (McClintock Drive T.I.)

                              060 MA 180 H463801C
                              CM-STP-060-C(9)A
                              PHOENIX-GLOBE HIGHWAY (US 60)
                              (Mesa Drive T.I.)

                              ITEM #24101,24201,17702

At a Meeting on May 17, 2002, the Transportation Board awarded a contract for
the construction of the above referenced project to you in accordance with the
proposal you submitted to this Department on April 26, 2002. This is your Notice
of Award of Contract.

In accordance with subsection 103.08 of the Specifications, you shall sign the
contract and return it with satisfactory contract bonds no later than 5 calendar
days after the date of this notice of award. Your submittal shall include the
required Certificate of Insurance and Workers Compensation documents. The
Department will not execute the contract until all documentation is submitted
and work shall not start nor shall there be a partnering meeting nor a
preconstruction conference until the contract is fully executed.

In accordance with subsection 108.02 of the Standard Specifications, you shall
begin work on or before June 3, 2002. Contract time will be charged commencing
on that date.

Contact the Construction Supervisor as shown on the advertisement for proposals
to arrange a Preconstruction Conference.

We look forward to working with your company toward the successful
completion of this project.

                                        Sincerely,

                                        /s/ Barry Crockett

                                        BARRY CROCKETT
                                        Engineer-Manager


BC:erb

cc: District Engineer
    Resident Engineer




PRINTED [ILLEGIBLE]               BID SCHEDULE

         060 MA 174 H463201C, 060 MA 175 H463301C, 060 MA 180 H463801C



ITEM NO.  ITEM DESCRIPTION           UNIT  QUANTITY  UNIT PRICE  EXTENDED AMOUNT
                                                  

REMOVAL OF STRUCTURES AND OBSTRUCTIONS US 60/MESA DR. T.I.

50502161  ABANDON (18" STORM DRAIN)  EACH     1        400.00        400.00



                                                      BID TOTAL: 5,593,990.86
                                                                   4/26/02



                               CONTRACT AGREEMENT

THIS AGREEMENT, made and entered into this 20TH day of MAY, 2002.  by and
between the STATE OF ARIZONA, acting by and through its State Engineer duly
authorized by the Director, Arizona Department of Transportation to enter into
such agreement, party of the first part, and MEADOW VALLEY CONTRACTORS, INC.
hereinafter called the Contractor, party of the second part.

WITNESSETH: That the said Contractor, for in consideration of the sum to be paid
him by said State Arizona in the manner and at the time hereinafter provided,
and of the other covenants and agreements herein contained, hereby agrees, for
himself, heirs, administrators, successors and assigns as follows:

     ARTICLE 1 - SCOPE OF WORK: The Contractor shall perform in a workmanlike
and substantial manner and to the satisfaction of the State Engineer, all the
work specified under TRACS/Project No.

                                                                          

060 MA 174 H463201C STP-060-C(5)A       060 MA 175 H463301C STP-060-C(6)A       060 MA 180 H463801C CM-STP-060-C(9)A
PHOENIX - GLOBE HIGHWAY (US-60)         PHOENIX - GLOBE HIGHWAY (US-60)         PHOENIX - GLOBE HIGHWAY (US-60)
(Rural Road T.I.)                       (McClintock Drive T.I.)                 (Mesa Drive T.I.)



and furnish at his own cost and expense all necessary machinery, tools,
apparatus, materials and labor to complete the work in the most substantial and
workmanlike manner according to the Plans and Specifications therefor on file
with the State Engineer and such modifications of the same and other directions
that may be made by the State Engineer as provided herein.

     ARTICLE II - CONTRACT DOCUMENTS: It is further agreed that the Proposal,
Plans, Standard Specifications, Special Provisions, Contract Bond(s) and any and
all Supplementary Agreements, and any and all requirements necessary to complete
the work in a substantial and acceptable manner, and any and all equipment and
progress statements required, are hereby referred to and made a part of this
contract, and shall have the same force and effect as though all of the same
were fully inserted herein.

     ARTICLE III - WARRANTY: The Contractor expressly warrants that he is free
from obligation of any other person or persons for services rendered, or
supposed to have rendered, in the procurement of this contract. He further
agrees that any breach of the Warranty shall constitute adequate cause for the
annulment of the Contract by the State of Arizona and that the State of Arizona
may retain to its own use from any sums of money due or become due thereunder,
an amount thereof equal to any brokerage, commission, or percentage so paid, or
agreed to be paid.

     ARTICLE IV - TIME OF COMPLETION: The Contractor further covenants and
agrees that all of the said materials shall be furnished and delivered and all
of the said labor shall be done and performed in every respect to the
satisfaction and approval of the State Engineer and that the said work shall be
turned over to the State Engineer, complete and ready for use, on or before the
specified time herein. The work shall be free and discharged of all claims and
demands whatsoever for, or on account of any and all labor and materials used or
furnished to be used in said work.

     It is expressly understood and agreed that in case of failure on the part
of the Contractor, for any reason, except with the written consent of the State
Engineer, to complete the entire work to the satisfaction of the State Engineer,
and within the aforesaid time limit, the party of the first part [ILLEGIBLE]
deduct from any money due, or which may become due the Contractor, as liquidated
damages, an amount in accordance with Subsection 108.09 of the Contract
Specifications.

     If no money shall be due the Contractor, the State shall have a cause of
action to recover against the Contractor in a court of competent jurisdiction,
liquidated damages, in accordance with Subsection 108.09 of the Contract
Specifications, said deduction to be made, or said sum to be recovered, not as a
penalty, but as liquidated damages; provided, however, that upon receipt of
written notice from the Contractor, of the existence of causes, as herein
provided, over which said Contractor has no control and which must delay the
completion of said work or any delay occasioned by the Arizona Department of
Transportation, the State Engineer may extend the period hereinbefore specified
for the completion of said work in accordance with the Specifications and in
such case, the Contractor shall become liable for said liquidated damages for
delays commencing from date said extension period shall expire.

     After the date as set up in Contract plus any extension granted, no further
payments shall be made the Contractor until all work is completed and accepted
by the State engineer. It is also agreed that the date of completion shall be
that upon which the work is accepted by the State Engineer.

     ARTICLE V - CLAIMS FOR EXTRA WORK: It is distinctly understood and agreed
that no claim for extra work or materials, not specifically herein provided,
done or furnished by the Contractor, will be allowed by the State Engineer, nor
shall the Contractor do any work or furnish any materials not covered by these
Specifications and Contract, unless such work is ordered in writing by the
State Engineer. In no event shall the Contractor incur any liability by reason
of any oral direction or instruction that he may be given by the State
Engineer, or his authorized representatives. It is the intent and meaning of
this Article that all orders, directions, instructions, not contained in the
Plans, Specifications, and Special Provisions, pertaining to the work shall be
in writing, and the Contractor hereby waives any claims for compensation for
work done, or materials furnished in violation thereof.

     ARTICLE VI - MISUNDERSTANDING OR DECEPTION: The party of the second part
agrees that he has investigated the site of the work and all parts and
appurtenances thereto and hereby waives any right to plead misunderstanding or
deception as to location, character of work or materials, estimates of
quantities or other conditions surrounding or being a part of the work and
understands that the quantities given in the Bidding Schedule are approximate
only, and hereby agrees to accept the quantities as actually placed and finally
determined upon the completion of the work, in accordance with the Contract
Documents.

     ARTICLE VII - PAYMENTS: For and in consideration of the faithful
performance of the work herein embraced, as set forth in the Contract Agreement,
Specifications, Special Provisions, Bidding Schedule and all general and
detailed Specifications and Plans, which are a part hereof, and in accordance
with the directions of the State Engineer and to his satisfaction or his
authorized agents, the said State of Arizona agrees to pay to said Contractor
the amount earned, computed from the actual quantities of work performed, as
shown by the estimates of the State Engineer, and the unit prices named in the
attached Bidding Schedule and Supplementary Agreements made a part hereof, and
to make such payments in the manner and at the time provided in the
specifications hereto appended. [ILLEGIBLE] R10/91

                                                                    Sheet 1 of 2

[ILLEGIBLE] contract during any fiscal year which are in excess of the funds
programmed and budgeted for this project for that fiscal year.

     ARTICLE IX - THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE STATE,
its officers and employees, from all suits, actions or claims of any character
brought because of any injuries or damage received or sustained by any person,
persons or property on account of the operations of the said contractor or an
account of or in consequence of any neglect in safeguarding the work; or through
use of unacceptable materials in constructing the work; or because of any act or
omission, neglect or misconduct of said contractor; or because of any claims or
amounts recovered from any infringements of patent, trademark or copyright; or
from any claims or amounts arising or recovered under [ILLEGIBLE] Workmen's
Compensation Act or any other law, ordinance, order or decree, except the
contractor is not required to indemnify or save harmless [ILLEGIBLE] State from
liability arising from the negligence of the State.

     The contractor shall indemnify and save harmless any county or incorporated
city, its officers and employees, within the limits of which county or
incorporated city work is being performed, all in the same manner and to the
same extent as provided in the above paragraph.

     IT IS FURTHER UNDERSTOOD AND AGREED that all work required to be done under
this contract in excess of the funds now appropriated and budgeted for this
project shall not be done nor any obligation incurred therefor until such time
as the Legislature appropriates the additional funds and the same are budgeted
for this project by the Arizona Department of Transportation and in that event
the parties hereto are bound to continue performance of this contract to the
extent permitted by the funds so appropriated and budgeted.

     In the event that no funds are appropriated or budgeted for this project
for the succeeding fiscal year, then this contract shall be null and void,
except as to that portion for which funds have now been appropriated and
budgeted, therefore, and no right of action or damages shall accrue to the
benefit of the parties hereto as to that portion of the contract that may so
become null and void.

     All parties are hereby put on notice that this contract (agreement) is
subject to cancellation by the Governor pursuant to Arizona Revised Statutes
Section 38-511.

     IT IS ALSO UNDERSTOOD AND AGREED that this contract is subject to A.R.S.
28-1824, 28-1825, 28-1826, together with all other limitations pursuant to the
applicable laws of the State of Arizona relating to public contracts and
expenditures.



                                                                          
060 MA 174 H463201C STP-060-C(5)A       060 MA 175 H463301C STP-060-C(6)A       060 MA 180 H463801C CM-STP-060-C(9)A
PHOENIX - GLOBE HIGHWAY (US-60)         PHOENIX - GLOBE HIGHWAY (US-60)         PHOENIX - GLOBE HIGHWAY (US-60)
(Rural Road T.I.)                       (McClintock Drive T.I.)                 (Mesa Drive T.I.)



Witness our hands and seals this 20TH day of MAY 2002

                                   STATE OF ARIZONA




                                    By:  /s/ Barry Crockett
                                       ________________________________________
                                       Department of Transportation

EVIDENCE OF AUTHORITY TO SIGN
THE CONTRACT MUST BE ON FILE
WITH THE DEPARTMENT,
OTHERWISE IT MUST BE FURNISHED
WITH THE PROPOSAL.

                                    PARTY OF THE FIRST PART

                                       Meadow Valley Contractors, Inc.
                                    ____________________________________________


                                    By:   /s/ Bradley E. Larson
                                       _________________________________________
                                       Contractor
                                       BRADLEY E. LARSON   PRESIDENT


Attest:  /s/ Robert W. Bottcher     PARTY OF THE SECOND PART
       __________________________
              Signature

ROBERT W. BOTTCHER
   AREA MANAGER

                                                                      Article IX
                                                                 Revised 8/30/00
                                                              Contract Agreement
                                                                    Sheet 2 of 2

              CHAPTER 2, ARTICLE 2 OF THE ARIZONA REVISED STATUTES
           (PENALTY OF THIS BOND MUST BE 100% OF THE CONTRACT AMOUNT)

KNOW ALL MEN BY THESE PRESENTS:                        Bond No. 24006397

at, Meadow Valley Contractors, Inc., (hereinafter called the Principal), As
Principal, and Liberty Mutual Insurance Company (hereinafter called Surety), a
corporation organized and existing under the laws of the State of Massachusetts,
with its principal office in the city of Boston, MA, holding a certificate of
authority to transact surety business in Arizona issued by the Director of the
Department of Insurance, as Surety, are held and firmly bound unto the Arizona
Department of Transportation (hereinafter called the Obligee in the amount of
FIVE MILLION, FIVE HUNDRED NINETY-THREE THOUSAND, NINE HUNDRED NINETY AND 86/100
dollars ($5,593,990.86), for the payment whereof, the said Principal and Surety
bind themselves, and their heirs, administrator, executors, successors.

     WHEREAS, the Principal has agreed to enter into a certain contract with the
Obligee for construction and completion of certain work described as

                                                                          
060 MA 174 H463201C  STP-060-C(5)A      060 MA 175 H463301C  STP-060-C(6)A      060 MA 180 H463801C  CM-STP-060-C(9)A
PHOENIX - GLOBE HIGHWAY (US-60)         PHOENIX - GLOBE HIGHWAY (US-60)         PHOENIX - GLOBE HIGHWAY (US-60)
(Rural Road T.I.)                       (McClintock Drive T.I.)                 (Mesa Drive T.I.)



which contract is hereby referred to and made a part hereof as fully and to the
same extent as if copied at length herein.

     NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said
Principal shall promptly pay all monies due to all persons supplying labor or
materials to the principal or the principal's subcontractors in the prosecution
of the work provided for in said contract, then this obligation shall be voided,
otherwise to remain in full force and effect;

     PROVIDED, HOWEVER, that this bond having been required of the said
Principal in order to comply with the provisions of Title 34, Chapter 2, Article
2, of the Arizona Revised Statutes, all rights and remedies on this bond shall
inure solely to such persons and shall be determined in accordance with the
provisions, conditions, and limitations of said Title, Chapter and Article, to
the same extent as if they were copied at length herein.

     The prevailing party in a suit on this bond shall recover as a part of the
judgment such reasonable attorneys' fees as may be fixed by a judge of the
Court.

     Witness our hands this 6th day of May, 2002.

Meadow Valley Contractors, Inc.              /s/ Bradley E. Larson
_____________________________________       ____________________________________
PRINCIPAL                   SEAL            BY: BRADLEY E. LARSON  PRESIDENT

Liberty Mutual Insurance Company            /s/ Jeri Apodaca
_____________________________________       ____________________________________
SURETY                      SEAL            BY: Jeri Apodaca, Attorney in Fact

                                            1901 Main Street, Suite 300,
Aon Risk Services, Inc.                     Irvine, CA 92614
_____________________________________       ____________________________________
AGENCY OF RECORD                            AGENCY ADDRESS

/s/ Carol Trelford
_____________________________________
ARIZONA COUNTERSIGNATURE Carol Trelford

1850 North Central Avenue #1700
_____________________________________                  PAYMENT BOND
ADDRESS    Phoenix, AZ 85004                           SHEET 1 OF 1

(602) 427-3200
_____________________________________
PHONE NUMBER

12-1302 R9/92

EX-10.209

                                                                  EXHIBIT 10.209

     IN WITNESS WHEREOF, two (2) identical counterparts of this contract each
of which shall for all purposes be deemed an original thereof, have been duly
executed by the parties herein above named, on the date and year first above
written.

     The Contractor agrees that this Contract, as awarded, is for the stated
work and understands that payment for the total work will be made on the basis
of the indicated amount(s), as bid in the Proposal.

              PROJECT NO(S). ST87400047, ST8741000, AND WS85500049
                    2002 RESIDENTIAL STREET OVERLAY PROGRAM

                                 $6,773,919.00


MEADOW VALLEY CONTRACTORS, INC.,        CITY OF PHOENIX,
A NEVADA CORPORATION                    AN ARIZONA MUNICIPAL CORPORATION
(CONTRACTOR)                            (OWNER)

                                        FRANK A. FAIRBANKS
By: /s/ Bradley E. Larson               CITY MANAGER
   --------------------------------
   (Signature and Title)                By: /s/ Mario Saldamando, P.E.
   BRADLEY E. LARSON      PRESIDENT        -------------------------------------
                                           MARIO SALDAMANDO, P.E.
               (Corporate Seal)            CITY ENGINEER


- -----------------------------------
WITNESS: If Contractor is an
         individual (Signature)         APPROVED AS TO FORM THIS ____ DAY
                                        OF ______________________ 20_____

/s/ Robert W. Bottcher                  /s/ [Illegible Signature]
- -----------------------------------     ----------------------------------------
ATTEST: If Contractor is a                  ACTING CITY ATTORNEY
        Corporation, a Limited
        Liability Company or
        Partnership                     /s/ Vicky Miel
        (Signature and Title)           ----------------------------------------
ROBERT W. BOTTCHER     AREA MANAGER     ATTEST: VICKY MIEL
                                                CITY CLERK


                                        Authority -- City Council Awarded
                                        JUNE 12, 2002


                                      C-3


ENGINEERING AND ARCHITECTURAL SERVICES DEPARTMENT - City of Phoenix
    PROJECT NO:. ST87400047, ST87410000, WS85500049

                           CONSTRUCTION BID PROPOSAL



=========================================================================================================================
PAY                                                              APPROX
ITEM                   DESCRIPTION                              QUANTITY       UNIT        UNIT PRICE           AMOUNT
NO.
=========================================================================================================================
                                                                                              
 1.      Modified Asphalt Concrete Surface Course (D-1/2)       121,113        Ton             39.75         4,814,241.75
 2.      Milling, Per Specifications                            744,810        Sq. Yd          0.75           558,607.50
 3.      Tack Coat, Per Specifications                             445          Ton           100.00            44,500.00
 4.      Adjust Existing Manhole Frame and Clean Cover per MAG     519          Each          165.00            85,635.00
 5.      Adjust Existing Frame and Clean Cover for Valves,
         Survey Monuments, and Sewer Cleanouts                     726          Each          135.00            98,010.00
 6.      Adjust Existing Unexposed Water Valve Frame and
         Clean Cover                                                33          Each          135.00             4,455.00
 7.      Adjust Survey Monuments, St. D. 120-1-B                   770          Each           70.00            53,900.00
 8.      Install New Survey Monuments, St. D. 120-1-B               60          Each           75.00             4,500.00
 9.      Blotter Material                                      2,024,886        Sq. Yd.         0.12           242,986.32
10.      Uniformed, Off-Duty Police Officers                       3,751        Hours         $33.00          $123,783.00
11.      Traffic Control Devices                                     1           Job                           466,000.00
12.      Rebuild and Adjust Existing Pressure Manhole
         Frame and Clean Cover (Contingent item)                     5          Each          300.00             1,500.00
13.      Full Width Milling, (3/4" deep)                         65,000         Sq. Yd.         0.80            52,000.00
14.      Manhole Adjustment Rings, SD-2, SD-3
               (Contingent item)                                   200          Each           55.00            11,000.00
         Bid Subtotal (for index ST87400047 & ST87410000,
         items 1 through 14)                                                                                 6,561,119.00



                    BID PROPOSAL                  INDEX NO.           WS85500049



                                                                                             
15.       Debris Cap, including Locator Coll, Furnish &           2660          Each           80.00           212,800.00
          Install
          Item 15 only                                                                                         212,800.00

          TOTAL AMOUNT OF CONSTRUCTION BID                                                                  $6,773,919.00
          Index No. : ST87400047, ST87410000 Item 1
          through 14 and
          Index No.: WS85500049      Item 15

          Six Million Seven Hundred Seventy Three Thousand
          Nine Hundred Nineteen dollars & 00/100 Dollars
          ------------------------------------------------
                         Written Words


                            P-2(REVISED 04-19-2002)





Executed in Two Counterparts

                                                               BOND NO. 24006403
                                                                       ---------

                                 CONTRACT BOND
                     STATUTORY PERFORMANCE BOND PURSUANT TO
        TITLE 34, CHAPTER 2, ARTICLE 2, OF THE ARIZONA REVISED STATUTES
           (Penalty of this Bond must be 100% of the Contract Amount)

     KNOW ALL MEN BY THESE PRESENT, that, MEADOW VALLEY CONTRACTORS, INC.,
(hereinafter called the Principal), as Principal, and Liberty Mutual Insurance
Company, a corporation organized and existing under the laws of the State of
Massachusetts, with its principal office in the City of Boston, (hereinafter
called the Surety), as Surety, are held and firmly bound unto the City of
Phoenix in the County of Maricopa, State of Arizona, (hereinafter called the
Obligee), in the amount of SIX MILLION SEVEN HUNDRED SEVENTY THREE THOUSAND NINE
HUNDRED NINETEEN AND NO/100 DOLLARS, ($6,773,919.00), for the payment thereof,
the said Principal and Surety bind themselves, and their heirs, administrators,
executors, successors and assigns, jointly and severally, firmly by these
present.

     WHEREAS, the Principal has entered into a certain written contract with
the Obligee, dated the 12TH day of JUNE, 2002, for ST87400047, ST8741000, AND
WS85500049, 2002 RESIDENTIAL STREET OVERLAY PROGRAM, for which contract is
hereby referred to and made a part hereof as fully and to the same extent as if
copied at length herein.

     NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the
said Principal shall faithfully perform and fulfill all the undertakings,
covenants, terms, conditions, and agreements of said contract during the
original term of said contract any extension thereof, with or without notice to
the Surety, and during the life of any guaranty required under the contract,
and shall also perform and fulfill all the undertakings, covenants, terms,
conditions, and agreements of any all duly authorized modifications of said
contract that may hereafter be made,notice of which modifications to the Surety
being hereby waived; then the above obligation shall be void, otherwise to
remain in full force and effect.

     PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions
of Title 34, Chapter 2, Article 2, of the Arizona Revised Statutes, and all
liabilities on this Bond shall be determined in accordance with the provisions
of said Title, Chapter, and Article, to the extent as if it were copied at
length herein.

     THE prevailing party in a suit on this Bond shall be entitled to such
reasonable attorney's fees as may be fixed by a judge of the Court.

     WITNESS our hands this 18th day of June, 2002


MEADOW VALLEY CONTRACTORS, INC.
PRINCIPAL                SEAL               Aon Risk Services, Inc.
                                            ------------------------------------
                                            AGENT OF RECORD

                                            1901 Main Street, Suite 300
By: /s/ Bradley E. Larson                   Irvine, CA 92614
   -------------------------------------    ------------------------------------
   BRADLEY E. LARSON           PRESIDENT    AGENT ADDRESS

Liberty Mutual Insurance Company            (949) 608-6300
- ----------------------------------------    ------------------------------------
SURETY                   SEAL               TELEPHONE NUMBER

A.M. BEST RATING:  A+

By: /s/ Jeri Apodaca                        By: /s/ Carol Trelford
   -------------------------------------        --------------------------------
   ATTORNEY-IN-FACT, Jeri Apodaca               ARIZONA RESIDENT AGENT
                                                Carol Trelford
                                                1850 North Central Avenue,
                                                Suite 1700
                                                Phoenix, AZ 85004

                                     C.B.-1

EX-10.210

                                                                  Exhibit 10.210

                               [ADOT LETTERHEAD]

                                 July 23, 2002

Meadow Valley Contractors, Inc.
P.O. Box 60726
Phoenix, AZ 85028-0726

                       RE:  070 GH 330 H502801C
                       STP-070-A(001)A
                       GLOBE-LORDSBURG HIGHWAY (US 70)
                       (US 70 Pima-Thatcher)
                       ITEM #17402

At a Meeting on July 19, 2002, the Transportation Board awarded a contract for
the construction of the above referenced project to you in accordance with the
proposal you submitted to this Department on June 28, 2002. This is your Notice
of Award of Contract.

In accordance with subsection 103.08 of the Specifications, you shall sign the
contract and return it with satisfactory contract bonds no later than 10
calendar days after the date of this notice of award. Your submittal shall
include the required Certificate of Insurance and Workers Compensation
documents. The Department will not execute the contract until all documentation
is submitted and work shall not start nor shall there be a partnering meeting
nor a preconstruction conference until the contract is fully executed.

In accordance with subsection 108.02 of the Standard Specifications, the
contractor shall not start work before September 3, 2002. Contract time will be
charged commencing on that date.

Contact the Construction Supervisor as shown on the advertisement for proposals
to arrange a Preconstruction Conference.

We look forward to working with your company toward the successful completion
of this project.

                                 Sincerely


                                 /s/ Barry Crockett
                                 BARRY CROCKETT
                                 Engineer-Manager

BC:erb

cc:  District Engineer
     Resident Engineer

                               CONTRACT AGREEMENT

THIS AGREEMENT, made and entered into this 13TH day of AUGUST, 2002 by and
between the STATE OF ARIZONA, acting by and through its State Engineer duly
authorized by the Director, Arizona Department of Transportation to enter into
such agreement, party of the first part, and MEADOW VALLEY CONTRACTORS, INC.
hereinafter called the Contractor, party of the second part.
WITNESSETH: That the said Contractor, for in consideration of the sum to be paid
him by said State Arizona in the manner and at the time hereinafter provided,
and of the other covenants and agreements herein contained, hereby agrees, for
himself, heirs, administrators, successors and assigns as follows:
     ARTICLE I - SCOPE OF WORK: The Contractor shall perform in a workmanlike
and substantial manner and to the satisfaction of the State Engineer, all the
work specified under TRACS/Project No.

070 GH 330 H502801C STP-070-A(001)A
GLOBE-LORDSBURG HIGHWAY (US 70)
(US 70-Pima to Thatcher)



and furnish at his own cost and expense all necessary machinery, tools,
apparatus, materials and labor to complete the work in the most substantial
and workmanlike manner according to the Plans and Specifications therefor on
file with the State Engineer and such modifications of the same and other
directions that may be made by the State Engineer as provided herein.
     ARTICLE II - CONTRACT DOCUMENTS: It is further agreed that the Proposal,
Plans, Standard Specifications, Special Provisions, Contract Bond(s) and any
and all Supplementary Agreements, and any and all requirements necessary to
complete the work in a substantial and acceptable manner, and any and all
equipment and progress statements required, are hereby referred to and made a
part of this contract, and shall have the same force and effect as though all
of the same were fully inserted herein.
     ARTICLE III - WARRANTY: The Contractor expressly warrants that he is free
from obligation of any other person or persons for services rendered, or
supposed to have rendered, in the procurement of this contract. He further
agrees that any breach of the Warranty shall constitute adequate cause for the
annulment of the Contract by the State of Arizona and that the State of Arizona
may retain to its own use from any sums of money due or become due thereunder,
an amount thereof equal to any brokerage, commission, or percentage so paid, or
agreed to be paid.
     ARTICLE IV - TIME OF COMPLETION: The Contractor further covenants and
agrees that all of the said materials shall be furnished and delivered and all
of the said labor shall be done and performed in every respect to the
satisfaction and approval of the State Engineer and that the said work shall be
turned over to the State Engineer, complete and ready for use, on or before the
specified time herein. The work shall be free and discharged of all claims and
demands whatsoever for, or on account of any and all labor and materials used
or furnished to be used in said work.
     It is expressly understood and agreed that in case of failure on the part
of the Contractor, for any reason, except with the written consent of the State
Engineer, to complete the entire work to the satisfaction of the State
Engineer, and within the aforesaid time limit, the party of the first part
shall deduct from any money due, or which may become due the Contractor, as
liquidated damages, an amount in accordance with Subsection 108.09 of the
Contract Specifications.
     If no money shall be due the Contractor, the State shall have a cause of
action to recover against the Contractor in a court of competent jurisdiction,
liquidated damages, in accordance with Subsection 108.09 of the Contract
Specifications, said deduction to be made, or said sum to be recovered, not as
a penalty, but as liquidated damages; provided, however, that upon receipt of
written notice from the Contractor, of the existence of causes, as herein
provided, over which said Contractor has no control and which must delay the
completion of said work or any delay occasioned by the Arizona Department of
Transportation, the State Engineer may extend the period hereinbefore specified
for the completion of said work in accordance with the Specifications and in
such case, the Contractor shall become liable for said liquidated damages for
delays commencing from date said extension period shall expire.
          After the date as set up in Contract plus any extension granted, no
further payments shall be made the Contractor until all work is completed and
accepted by the State engineer. It is also agreed that the date of completion
shall be that upon which the work is accepted by the State Engineer.
     ARTICLE V - CLAIMS FOR EXTRA WORK: It is distinctly understood and agreed
that no claim for extra work or materials, not specifically herein provided,
done or furnished by the Contractor, will be allowed by the State Engineer, nor
shall the Contractor do any work or furnish any materials not covered by these
Specifications and Contract, unless such work is ordered in writing by the
State Engineer. In no event shall the Contractor incur any liability by reason
of any oral direction or instruction that he may be given by the State
Engineer, or his authorized representatives. It is the intent and meaning of
this Article that all orders, directions, instructions, not contained in the
Plans, Specifications, and Special Provisions, pertaining to the work shall be
in writing, and the Contractor hereby waives any claims for compensation for
work done, or materials furnished in violation thereof.
     ARTICLE VI - MISUNDERSTANDING OR DECEPTION: The party of the second part
agrees that he has investigated the site of the work and all parts and
appurtenances thereto and hereby waives any right to plead misunderstanding or
deception as to location, character of work or materials, estimates of
quantities or other conditions surrounding or being a part of the work and
understands that the quantities given in the Bidding Schedule are approximate
only, and hereby agrees to accept the quantities as actually placed and finally
determined upon the completion of the work, in accordance with the Contract
Documents.
     ARTICLE VII - PAYMENTS: For and in consideration of the faithful
performance of the work herein embraced, as set forth in the Contract
Agreement, Specifications, Special Provisions, Bidding Schedule and all general
and detailed Specifications and Plans, which are a part hereof, and in
accordance with the directions of the State Engineer and to his satisfaction or
his authorized agents, the said State of Arizona agrees to pay to said
Contractor the amount earned, computed from the actual quantities of work
performed, as shown by the estimates of the State Engineer, and the unit prices
named in the attached Bidding Schedule and Supplementary Agreements made a part
hereof, and to make such payments in the manner and at the time provided in the
specifications hereto appended.
12-0912 R10/91
                                                                    Sheet 1 of 2

     ARTICLE VIII - IT IS EXPRESSLY UNDERSTOOD AND AGREED that no work shall be
done nor any obligations incurred under this contract during any fiscal year
which are in excess of the funds programmed and budgeted for this project for
that fiscal year.

     ARTICLE IX - THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE STATE,
its officers and employees, from all suits, actions, or claims of any character
brought because of injuries or damage received or sustained by any person,
persons or property on account of the operations of the said contractor or an
account of or in consequence of any neglect in safeguarding the work; or
through use of unacceptable materials in constructing the work; or because or
any act or omission, neglect or misconduct or said contractor; or because of
any claims or amounts recovered from any infringements or patent, trademark or
copyright; or from any claims or amounts arising or recovered under the
Workmen's Compensation Act or any other law, ordinance, order or decree, except
the contractor is not required to indemnify or save harmless the State from
liability arising from the negligence of the State.

     The contractor shall indemnify and save harmless any county or
incorporated city, its officers and employees, within the limits of which
county or incorporated city work is being performed, all in the same manner and
to the same extent as provided in the above paragraph.

     IT IS FURTHER UNDERSTOOD AND AGREED that all work required to be done
under this contract in excess of the funds now appropriated and budgeted for
this project shall not be done nor any obligation incurred therefor until such
time as the Legislature appropriates the additional funds and the same are
budgeted for this project by the Arizona Department of Transportation and in
the event the parties hereto are bound to continue performance of this contract
to the extent permitted by the funds so appropriated and budgeted.

     In the event that no funds are appropriated or budgeted for this project
for the succeeding fiscal year, then this contract shall be null and void,
except as to that portion for which funds have now been appropriated and
budgeted, therefore, and no right of action or damages shall accrue to the
benefit of the parties hereto as to that portion of the contract that may so
become null and void.

     All parties are hereby put on notice that this contract (agreement) is
subject to cancellation by the Governor pursuant to Arizona Revised Statutes
Section 38-511.

     IT IS ALSO UNDERSTOOD AND AGREED that this contract is subject to A.R.S.
28-1824, 28-1825, 28-1826, together with all other limitations pursuant to the
applicable laws of the State of Arizona relating to public contracts and
expenditures.

070 GH 330 H502801C STP-070-A(001)A
GLOBE-LORDSBURG HIGHWAY (US 70)
(US 70-Pima to Thatcher)




Witness our hands and seals this 13TH day of August 2002
               STATE OF ARIZONA




                                                 By: /s/  Barry Crockett
                                                     --------------------------
                                                   Department of Transportation

EVIDENCE OF AUTHORITY TO SIGN
THE CONTRACT MUST BE ON FILE
WITH THE DEPARTMENT, OTHERWISE
IT MUST BE FURNISHED WITH THE
PROPOSAL.


                                                 PARTY OF THE FIRST PART

                                                 Meadow Valley Contractors, Inc.
                                                 -------------------------------


                                                 By: /s/ Bradley E. Larson
                                                     -----------------------
                                                     Contractor
                                                     BRADLEY E. LARSON PRESIDENT


                                                 PARTY OF THE SECOND PART

Attest: /s/ Robert W. Bottcher
        ----------------------
               Signature

          ROBERT W. BOTTCHER
             AREA MANAGER

                                                                      Article IX
                                                                 Revised 8/30/00
                                                              Contract Agreement
                                                                    Sheet 2 of 2

                                 ["ILLEGIBLE"]
              CHAPTER 2, ARTICLE 2 OF THE ARIZONA REVISED STATUTES
           (PENALTY OF THIS BOND MUST BE 100% OF THE CONTRACT AMOUNT)

                                                               Bond No. 24006407
KNOW ALL MEN BY THESE PRESENTS:

That, Meadow Valley Contractors, Inc. (hereinafter called the Principal), As
Principal, and Liberty Mutual Insurance Company
_____________________________________________________(hereinafter called
Surety), a corporation organized and existing under the laws of the State of
Massachusetts, with its principal office in the city of Boston, holding a
certificate of authority to transact surety business in Arizona issued by the
Director of the Department of Insurance, as Surety, are held and firmly bound
unto the Arizona Department of Transportation (hereinafter called the Obligee in
the amount of SIX MILLION, FIVE HUNDRED SEVENTY-ONE THOUSAND, FIFTEEN AND 80/100
dollars ($6,571,015.80),for the payment whereof, the said Principal and Surety
bind themselves, and their heirs, administrator, executors, successors.

     WHEREAS, the Principal has agreed to enter into a certain contract with the
Obligee for construction and completion of certain work described as

070 GH 330 H502801C STP-070-A(001)A
GLOBE-LORDSBURG HIGHWAY (US 70)
(US 70-Pima to Thatcher)


which contract is hereby referred to and made a part hereof as fully and to the
same extent as if copied at length herein.

     NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said
Principal shall promptly pay all monies due to all persons supplying labor or
materials to the principal or the principal's subcontractors in the prosecution
of the work provided for in said contract, then this obligation shall be voided,
otherwise to remain in full force and effect;

     PROVIDED, HOWEVER, that this bond having been required of the said
Principal in order to comply with provisions of Title 34, Chapter 2, Article 2,
of the Arizona Revised Statutes, all rights and remedies on this bond shall
inure solely to such persons and shall be determined in accordance with the
provisions, conditions, and limitations of said Title, Chapter and Article, to
the same extent as if they were copied at length herein.

     The prevailing party in a suit on this bond shall recover as a part of the
judgment such reasonable attorneys' fees as may be fixed by a judge of the
Court.

     Witness our hands this 19th day of July, 2002.

Meadow Valley Contractors, Inc.
                                        /s/  BRADLEY E. LARSON
_______________________________         _______________________________________
PRINCIPAL               SEAL            BY: BRADLEY E. LARSON, PRESIDENT

Liberty Mutual Insurance Company
                                        /s/ Jeri Apodaca
________________________________        ________________________________________
SURETY              SEAL                BY: Jeri Apodaca, Attorney in Fact

Aon Risk Services                       1901 Main Street, Suite 300, Irvine, CA
                                        92614
________________________________        ________________________________________
AGENCY OF RECORD                        AGENCY ADDRESS

 /s/ Carol Trelford
_______________________________________
ARIZONA COUNTERSIGNATURE Carol Trelford

1850 North Central Avenue, Suite 1700             PAYMENT BOND
_______________________________________           SHEET 1 OF 1
ADDRESS Phoenix, AZ 85004

602-427-3200
_______________________________________
PHONE NUMBER

12-1302-R 9/92

                                 "BID SCHEDULE"

                              070 GH 330 H502801C


                                                                                     
Item No.       Item Description                   UNIT           Quantity        Unit Price         Extended Amount

CONCRETE BOX CULVERT EXTENTION STA. 3958+46

2020009 B   REMOVAL OF STRUCTURAL CONCRETE       CU.YD.              2              600.00              1,200.00

2030501 B   STRUCTURAL EXCAVATION                CU.YD.            126              12.00               1,512.00

2030506 B   STRUCTURE BACKFILL                   CU.YD.            493              25.00              12,325.00

6010002 B   STRUCTURAL CONCRETE (CLASS S)
(F'C = 3,000)                                    CU.YD.            136             300.00              40,800.00

6050002 B   REINFORCING STEEL                     LB            21,622                .50              10,811.00

6050101 B   PLACE DOWELS                         EACH               20              18.00                 360.00



                                                                                       BID TOTAL: 6,571,015.80

EX-10.211

                                      A-2

                                                                  Exhibit 10.211

                                                              REVISED 06/24/2002
- --------------------------------------------------------------------------------
                   OFFER (Must be fully completed by offeror)
- --------------------------------------------------------------------------------
14. NAME AND ADDRESS OF OFFEROR (include ZIP code)
    Meadow Valley Contractors, Inc.
    2250 W. Center St. Bldg #2
    Springville, UT 84663
- --------------------------------------------------------------------------------
CODE                             FACILITY CODE
- --------------------------------------------------------------------------------
15. TELEPHONE NO. (include area code)
    (801) 491-7433
- --------------------------------------------------------------------------------
16. REMITTANCE ADDRESS (include only if different than Item 14)


- --------------------------------------------------------------------------------
17. The offeror agrees to perform the work required at the prices specified
    below in strict accordance with the terms of this solicitation, if this
    offer is accepted by the Government in writing within 60 calendar days after
    the date offers are due. (Insert any number equal to or greater than the
    minimum requirement stated in Item 13D. Failure to insert any number means
    the offeror accepts the minimum in Item 13D.
- --------------------------------------------------------------------------------
AMOUNTS                        See Bid Schedule.

- --------------------------------------------------------------------------------
18. The offeror agrees to furnish any required performance and payment bonds.
- --------------------------------------------------------------------------------
                        19. ACKNOWLEDGMENT OF AMENDMENTS
                (The offeror acknowledges receipt of amendments
              to the solicitation - give number and date of each)


- -------------------------------------------------------------------------------------------------------
AMENDMENT NO.     1        2        3        4        5        6        7       8         9       10
- -------------------------------------------------------------------------------------------------------
                                                                  
DATE           6-11-02  6-13-02  6-13-02  6-14-02  6-17-02  6-18-02  6-20-02  6-21-02  6-24-02  6/27-02
- -------------------------------------------------------------------------------------------------------

20A. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER
     (Type or print)
     Steve Kiesel     Area Manager

20B. SIGNATURE
     /s/ Steve Kiesel

20C. OFFER DATE
     6-27-02
- --------------------------------------------------------------------------------
                     AWARD (TO BE COMPLETED BY GOVERNMENT)
- --------------------------------------------------------------------------------
21. ITEMS ACCEPTED:
     All bid items.
- --------------------------------------------------------------------------------
22. AMOUNT
    $10,123,000.00
- --------------------------------------------------------------------------------
23. ACCOUNTING AND APPROPRIATION DATA
    X415-050-14-0-415054-164900-D  2490391001HO
- --------------------------------------------------------------------------------
24. SUBMIT INVOICES TO ADDRESS SHOWN IN ---     ITEM
    (4 copies unless otherwise specified)       See Block 26
- --------------------------------------------------------------------------------
25. OTHER THAN FULL AND OPEN COMPETITION PURSUANT TO
    [ ] 15 U.S.C. 637(  )     [ ] 41 U.S.C. 253(c)(  )
- --------------------------------------------------------------------------------
26. ADMINISTERED BY                             CODE:  ____________
    (SEE CONTINUATION OF SF 1442
- --------------------------------------------------------------------------------
27. PAYMENT WILL BE MADE BY
    FEDERAL HIGHWAY ADMINISTRATION
    CENTRAL FEDERAL LANDS HIGHWAY DIVISION
    555 ZANG STREET, ROOM 259
    LAKEWOOD, CO 80228
- --------------------------------------------------------------------------------
         CONTRACTING OFFICER WILL COMPLETE ITEM 28 OR 29 AS APPLICABLE
- --------------------------------------------------------------------------------
[ ] 28. NEGOTIATED AGREEMENT (CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND
RETURN ___ COPIES TO ISSUING OFFICE.) CONTRACTOR AGREES TO FURNISH AND DELIVER
ALL ITEMS OR PERFORM ALL WORK REQUIREMENTS IDENTIFIED ON THIS FORM AND ANY
CONTINUATION SHEETS FOR THE CONSIDERATION STATED IN THIS CONTRACT. THE RIGHTS
AND OBLIGATIONS OF THE PARTIES TO THIS CONTRACT SHALL BE GOVERNED BY (a) THIS
CONTRACT AWARD, (b) THE SOLICITATION, AND (c) THE CLAUSES, REPRESENTATIONS,
CERTIFICATIONS, AND SPECIFICATIONS INCORPORATED BY REFERENCE IN OR ATTACHED TO
THIS CONTRACT.
- --------------------------------------------------------------------------------
[X] 29. AWARD (Contractor is not required to sign this document.) Your offer on
this solicitation is hereby accepted as to the items listed. This award
consummates the contract, which consists of (a) the Government solicitation and
your offer, and (b) this contract award. No further contractual document is
necessary.
- --------------------------------------------------------------------------------
30A. NAME AND TITLE OF CONTRACTOR OR PERSON AUTHORIZED TO SIGN
     (Type or print)


- --------------------------------------------------------------------------------
30B. SIGNATURE


- --------------------------------------------------------------------------------
30C. DATE


- --------------------------------------------------------------------------------
31A. NAME OF CONTRACTING OFFICER (Type or print)

     Suzanne M. Schmidt, P.E.
- --------------------------------------------------------------------------------
31B. UNITED STATES OF AMERICA
     BY /s/ Suzanne M. Schmidt
- --------------------------------------------------------------------------------
31C. AWARD DATE
     7/22/02
- --------------------------------------------------------------------------------
[illegible] PO: 1985 0 -489-796              STANDARD FORM 1442 BACK (REV. 4-85)

                                                                                                     

                                                          A-1                                                    Revised [illegible]
- ------------------------------------------------------------------------------------------------------------------------------------
    SOLICITATION, OFFER,                    1. SOLICITATION NO.      2. TYPE OF SOLICITATION      3. DATE ISSUED      PAGE OF PAGES
        AND AWARD
    (Construction, Alteration or Repair)       UT PFH 39-1(1)           [x] SEALED BID (IFB)         05/21/02             1 OF 3
                                                                        [ ] NEGOTIATED (RFB)
- ------------------------------------------------------------------------------------------------------------------------------------
    IMPORTANT - THE "OFFER" SECTION ON THE REVERSE MUST BE FULLY COMPLETED BY OFFEROR.
- ------------------------------------------------------------------------------------------------------------------------------------
    4. CONTRACT NO.                         5. REQUISITION/PURCHASE REQUEST. NO                   6. PROJECT NO.

                                                                                                  UT PFH 39-1(1)
- ------------------------------------------------------------------------------------------------------------------------------------
    7. ISSUED BY:                      CODE: 69050001                8. ADDRESS OFFER TO:

    Federal Highway Administration                                   Federal Highway Administration
    Central Federal Lands Highway Division                           ATTN: Mr. Richard Laubsch
    555 Zang Street, Room 259                                        2520 West 4700 South, Suite 9A
    Lakewood, CO 80228                                               Salt Lake City, UT 84118


- ------------------------------------------------------------------------------------------------------------------------------------
    9. FOR INFORMATION                 A. NAME:                      B. TELEPHONE NO. (include area code) (NO COLLECT CALLS)
       CALL                               See Continuation of           See Continuation of SF 1442.
                                          SF 1442
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     SOLICITATION
NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".
- ------------------------------------------------------------------------------------------------------------------------------------
10. THE GOVERNMENT REQUIRES PERFORMANCE OF THE WORK DESCRIBED IN THESE DOCUMENTS (TITLE, IDENTIFYING NO., DATE):
- ------------------------------------------------------------------------------------------------------------------------------------
FOR CONSTRUCTION OF UTAH PFH 39-1(1), SEVENMILE-GOOSEBERRY ROAD, IN STRICT ACCORDANCE WITH:

1. FAR CONTRACT CLAUSES
2. DEPARTMENT OF LABOR, DAVIS BACON MINIMUM WAGE RATES
3. STANDARD SPECIFICATIONS FOR CONSTRUCTION OF ROADS AND BRIDGES ON FEDERAL HIGHWAY PROJECTS,
   FP-96 (1996)
4. SPECIAL CONTRACT REQUIREMENTS
5. BID SCHEDULE
6. PLANS

                                                                    * ALL WORK MUST BE COMPLETED BY SEPTEMBER 1, 2004
- ------------------------------------------------------------------------------------------------------------------------------------
11. The Contractor shall begin performance within 10 calendar days and complete it within * calendar days after receiving [ ] award,
[x] notice to proceed. This performance period is [x] mandatory, [ ] negotiable.
- ------------------------------------------------------------------------------------------------------------------------------------
12A. THE CONTRACTOR MUST FURNISH ANY REQUIRED PERFORMANCE AND PAYMENT BONDS?                       12B. CALENDAR DAYS
(IF "YES," indicate within how many calendar days after award in item 12B.)

[x] YES [ ] NO                                                                                             15
- ------------------------------------------------------------------------------------------------------------------------------------
13. ADDITIONAL SOLICITATION REQUIREMENTS:

A.  Sealed offers in original and 0 copies to perform the work required are due
    at the place specified in item 8, by 2:00 pm (hour) local time [struck out
    text] 07/03/2002 (date). If this is a sealed bid solicitation, offers will
    be publicly opened at that time. Sealed envelopes containing offers shall be
    marked to show the offeror's name and address, the solicitation number, and
    the date and time offers are due.

B.  An offer guarantee [x] is, [ ] is not required.

C.  All offers are subject to the (1) work requirements, and (2) other provisions
    and clauses incorporated in the solicitation in full text or by reference.

D.  Offers providing less than 60 calendar days for Government acceptance after
    the date offers are due will not be considered and will be rejected.

- -----------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-155-3212                          1442-102                                            STANDARD FORM 1442(REV. 4-85)
                                                                                                              PRESCRIBED BY GSA
                                                                                                        FAR(48 CFR) 53-236-1(D)




                                      B-12

Pay             Estimated
Item No.        Quantity            Unit Bid Price                Amount Bid
______________________________________________________________________________
63401AB        Pavement marking type A,
               broken

                  2,900

                m                       0.15                          435.00
_______________________________________________________________________________

63402A         Pavement markings type A

                  2,000

                m2                      3.60                        7,200.00
_______________________________________________________________________________

63505B         Barricade type 2

                     50

               Each                    79.00                        3,950.00
_______________________________________________________________________________

63505C         Barricade type 3

                     20

               Each                    73.00                        1,460.00
________________________________________________________________________________

63506A         Cone type A

                    120

               Each                    28.00                        3,360.00
________________________________________________________________________________

63507           Construction sign

                  120.0

               m2                      31.00                        3,720.00
_______________________________________________________________________________

63508           Drum

                    150

               Each                    39.00                        5,850.00
________________________________________________________________________________

63509           Flagger

                  8,600

               Hour                    20.00                      172,000.00
________________________________________________________________________________

63510           Pilot Car

                  2,100

               Hour                    28.00                       58,800.00
________________________________________________________________________________

63511           Temporary concrete
                barrier

                  1,000

               m                       87.00                       87,000.00
________________________________________________________________________________

63515           Temporary pavement
                markings

                 22.000

               km                      78.50                        1,727.00
________________________________________________________________________________

63521B          Warning light type B

                     80

               Each                    100.00                       8,000.00
________________________________________________________________________________

                                                       Total: $10,123,000.00


Bid Schedule                                   SUBMITTED BY:
                                                Meadow Valley Contractors, Inc.
Project:       UT PFH 39-1(1)
               SEVENMILE-GOOSEBERRY

  Executed in Three Counterparts

                             GENERAL PURPOSE RIDER

To be attached to and form part of Bond Number 24006408  effective July 24, 2002
Issued by the Liberty Mutual Insurance Company in the amount of Ten Million One
Hundred Twenty Three Thousand and 00/100------- DOLLARS, $10,123,000.00, on
behalf of Meadow Valley Contractors, Inc. as Principal and in favor of United
States of America

                                 as obligee:

     Now, Therefore, it is agreed that: the State of Incorporation on the
Performance Bond and the Payment Bond for Meadow Valley Contractors, Inc. is
amended:


From:    UTAH





To:     NEVADA

















It is further understood and agreed that all other terms and conditions of this
bond shall remain unchanged.

This rider is to be effective the 24th day of July 2002


Signed, sealed and dated this 31st day of July 2002



                                          Meadow Valley Contractors, Inc.

                                          /S/  [ILLEGIBLE]
                                         ----------------------------------
                                          Liberty Mutual Insurance Company

                                      By: /s/  Jeri Apodaca
                                         ----------------------------------
                                         Jeri Apodaca,      Attorney-in-Fact

                                                                      [SEAL]
Accepted By:


- ------------------------------


- ------------------------------





2502/GEEF 7/01

EX-10.212

                                                                  EXHIBIT 10.212



[ADOT]logo            ARIZONA DEPARTMENT OF TRANSPORTATION
                       INTERMODAL TRANSPORTATION DIVISION
                       CONTRACTS & SPECIFICATIONS SECTION
            1651 W Jackson St. Room 121F Phoenix, Arizona 85007-3217

Jane Dee Hull                                               Dick Wright
  Governor                                                  State Engineer

  Victor M.
   Mendez
   Director                      August 19, 2002

Meadow Valley Contractors, Inc.
PO Box 60726
Phoenix, AZ 60726


                        RE: O17 MA 209 H563901C
                            IM-017-A(013)A
                            PHOENIX-CORDES JUNCTION HIGHWAY (I-17)
                            (Peoria-Pinnacle Peak T.I.)
                            ITEM#15802


At a Meeting on August 16, 2002, the Transportation Board awarded a contract
for the construction of the above referenced project to you in accordance with
the proposal you submitted to this Department on August 1, 2002. This is your
Notice of Award of Contract.

In accordance with subsection 103.08 of the Specifications, you shall sign the
contract and return it with satisfactory contract bonds no later than 10
calendar days after the date of this notice of award. Your submittal shall
include the required Certificate of Insurance and Workers Compensation
documents. The Department will not execute the contract until all documentation
is submitted and work shall not start nor shall there be a partnering meeting
nor a preconstruction conference until the contract is fully executed.

In accordance with subsection 108.02 of the Standard Specifications, you shall
begin work on or before September 18, 2002. Contract time will be charged
commencing on that date.

Contact the Construction Supervisor as shown on the advertisement for proposals
to arrange a Preconstruction Conference.

We look forward to working with your company toward the successful completion
of this project.

                                       Sincerely,

                                       /s/ Barry Crockett

                                       BARRY CROCKETT
                                       Engineer-Manager


BC:erb

cc: District Engineer
    Resident Engineer

                               CONTRACT AGREEMENT
THIS AGREEMENT, made and entered into this 22ND day of AUGUST, 2002,
by and between the STATE OF ARIZONA, acting by and through its State Engineer
duly authorized by the Director, Arizona Department of Transportation to enter
into such agreement, party of the first part, and MEADOW VALLEY CONTRACTORS,
INC. hereinafter called the Contractor, party of the second part.
WITNESSETH: That the said Contractor, for in consideration of the sum to be
paid him by said State Arizona in the manner and at the time hereinafter
provided, and of the other covenants and agreements herein contained, hereby
agrees, for himself, heirs, administrators, successors and assigns as follows:
     ARTICLE I: SCOPE OF WORK: The Contractor shall perform in a workmanlike
and substantial manner and to the satisfaction of the State Engineer, all the
work specified under TRACS/Project No.

017 MA 209 H563901C IM-017-A(013)A
PHOENIX-CORDES JUNCTION HWY. (I-17)
(Peoria Ave.-Pinnacle Peak Rd.)


and furnish at his own cost and expense all necessary machinery, tools,
apparatus, materials and labor to complete the work in the most substantial and
workmanlike manner according to the Plans and Specifications therefor on file
with the State Engineer and such modifications of the same and other directions
that may be made by the State Engineer as provided herein.
     ARTICLE II - CONTRACT DOCUMENTS: It is further agreed that the Proposal,
Plans, Standard Specifications, Special Provisions, Contract Bond(s) and any
and all Supplementary Agreements, and any and all requirements necessary to
complete the work in a substantial and acceptable manner, and any and all
equipment and progress statements required, are hereby referred to and made a
part of this contract, and shall have the same force and effect as though all
of the same were fully inserted herein.
     ARTICLE III - WARRANTY: The Contractor expressly warrants that he is free
from obligation of any other person or persons for services rendered, or
supposed to have rendered, in the procurement of this contract. He further
agrees that any breach of the Warranty shall constitute adequate cause for the
annulment of the Contract by the State of Arizona and that the State of Arizona
may retain to its own use from any sums of money due or become due thereunder,
an amount thereof equal to any brokerage, commission, or percentage so paid, or
agreed to be paid.
     ARTICLE IV - TIME OF COMPLETION: The Contractor further covenants and
agrees that all of the said materials shall be furnished and delivered and all
of the said labor shall be done and performed in every respect to the
satisfaction and approval of the State Engineer and that the said work shall be
turned over to the State Engineer, complete and ready for use, on or before the
specified time herein. The work shall be free and discharged of all claims and
demands whatsoever for, or on account of any and all labor and materials used
or furnished to be used in said work.
     It is expressly understood and agreed that in case of failure on the part
of the Contractor, for any reason, except with the written consent of the State
Engineer, to complete the entire work to the satisfaction of the State
Engineer, and within the aforesaid time limit, the party of the first part
shall deduct from any money due, or which may become due the Contractor, as
liquidated damages, an amount in accordance with Subsection 108.09 of the
Contract Specifications.
     If no money shall be due the Contractor, the State shall have a cause of
action to recover against the Contractor in a court of competent jurisdiction,
liquidated damages, in accordance with Subsection 108.09 of the Contract
Specifications, said deduction to be made, or said sum to be recovered, not as
a penalty, but as liquidated damages; provided, however, that upon receipt of
written notice from the Contractor, of the existence of causes, as herein
provided, over which said Contractor has no control and which must delay the
completion of said work or any delay occasioned by the Arizona Department of
Transportation, the State Engineer may extend the period hereinbefore specified
for the completion of said work in accordance with the Specifications and in
such case, the Contractor shall become liable for said liquidated damages for
delays commencing from date said extension period shall expire.
     After the date as set up in Contract plus any extension granted, no
further payments shall be made the Contractor until all work is completed and
accepted by the State Engineer. It is also agreed that the date of completion
shall be that upon which the work is accepted by the State Engineer.
     ARTICLE V - CLAIMS FOR EXTRA WORK: It is distinctly understood and agreed
that no claim for extra work or materials, not specifically herein provided,
done or furnished by the Contractor, will be allowed by the State Engineer, nor
shall the Contractor do any work or furnish any materials not covered by these
Specifications and Contract, unless such work is ordered in writing by the
State Engineer. In no event shall the Contractor incur any liability by reason
of any oral direction or instruction that he may be given by the State
Engineer, or his authorized representatives. It is the intent and meaning of
this Article that all orders, directions, instructions, not contained in the
Plans, Specifications, and Special Provisions, pertaining to the work shall be
in writing, and the Contractor hereby waives any claims for compensation for
work done, or materials furnished in violation thereof.
     ARTICLE VI - MISUNDERSTANDING OR DECEPTION: The party of the second part
agrees that he has investigated the site of the work and all parts and
appurtenances thereto and hereby waives any right to plead misunderstanding
or deception as to location, character of work or materials, estimates of
quantities or other conditions surrounding or being a part of the work and
understands that the quantities given in the Bidding Schedule are approximate
only, and hereby agrees to accept the quantities as actually placed and finally
determined upon the completion of the work, in accordance with the Contract
Documents.
     ARTICLE VII - PAYMENTS: For and in consideration of the faithful
performance of the work herein embraced, as set forth in the Contract
Agreement, Specification, Special Provision, Bidding Schedule and all general
and detailed Specifications and Plans, which are a part hereof, and in
accordance with the directions of the State Engineer and to his satisfaction or
his authorized agents, the said State of Arizona agrees to pay to said
Contractor the amount earned, computed from the actual quantities of work
performed, as shown by the estimates of the State Engineer, and the unit prices
named in the attached Bidding Schedule and Supplementary Agreements made a part
hereof, and to make such payments in the manner and at the time provided in the
specifications hereto appended.
12-0912 R10/91
                                                                    Sheet 1 of 2


     ARTICLE VIII - IT IS EXPRESSLY UNDERSTOOD AND AGREED that no work shall be
done nor any obligations incurred under this contract during any fiscal year
which are in excess of the funds programmed and budgeted for this project for
that fiscal year.
     ARTICLE IX - THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE STATE,
its officers and employees, from all suits, actions or claims of any character
brought because of any injuries or damage received or sustained by any person,
persons or property on account of the operations of the said contractor or an
account of or in consequence of any neglect in safeguarding the work; or through
use of unacceptable materials in constructing the work; or because of any act or
omission, neglect or misconduct of said contractor; or because of any claims or
amounts recovered from any infringements of patent, trademark or copyright; or
from any claims or amounts arising or recovered under the Workmen's Compensation
Act or any other law, ordinance, order or decree, except the contractor is not
required to indemnify or save harmless the State from liability arising from the
negligence of the State.
     The contractor shall indemnify and save harmless any county or incorporated
city, its officers and employees, within the limits of which county or
incorporated city work is being performed, all in the same manner and to the
same extent as provided in the above paragraph.
     IT IS FURTHER UNDERSTOOD AND AGREED that all work required to be done under
this contract in excess of the funds now appropriated and budgeted for this
project shall not be done nor any obligation incurred therefor until such time
as the Legislature appropriates the additional funds and the same are budgeted
for this project by the Arizona Department of Transportation and in that event
the parties hereto are bound to continue performance of this contract to the
extent permitted by the funds so appropriated and budgeted.
     In the event that no funds are appropriated or budgeted of this project for
the succeeding fiscal year, then this contract shall be null and void, except as
to that portion for which funds have now been appropriated and budgeted,
therefore, and no right of action or damages shall accrue to the benefit of the
parties hereto as to that portion of the contract that may so become null and
void.
     All parties are herby put on notice that this contract (agreement) is
subject to cancellation by the Governor pursuant to Arizona Revised Statutes
Section 38-511.
     IT IS ALSO UNDERSTOOD AND AGREED that this contract is subject to A.R.S.
28-1824, 28-1825, 28-1826, together with all other limitations pursuant to the
applicable laws of the State of Arizona relating to public contracts and
expenditures.

017 MA 209 H563901C IM-017-A(013)A
PHOENIX - CORDES JUNCTION HWY. (I-17)
(Peoria Ave. - Pinnacle Peak Rd.)

Witness our hands and seals this 22nd day of August 2002

                                STATE OF ARIZONA


                                        By:  /s/ Barry Crockett
                                             ----------------------------
                                             Department of Transportation

EVIDENCE OF AUTHORITY TO SIGN
THE CONTRACT MUST BE ON FILE
WITH THE DEPARTMENT, OTHERWISE
IT MUST BE FURNISHED WITH THE
PROPOSAL.

                                        PARTY OF THE FIRST PART

                                        Meadow Valley Contractors, Inc.
                                        ---------------------------------


                                        By: /s/ Bradley E. Larson
                                        ---------------------------------
                                        Contractor
                                        BRADLEY E. LARSON  PRESIDENT


Attest: /s/ Robert W. Bottcher          PARTY OF THE SECOND PART
        -----------------------
               Signature
          ROBERT W. BOTTCHER
             AREA MANAGER


                                                                      Article IX
                                                                 Revised 8/30/00
                                                              Contract Agreement
                                                                    Sheet 2 of 2


Printed 7/19/2002                                                  Page 20 of 20

                                  BID SCHEDULE

[LOGO]    TO ACCOMPANY ADDENDUM #1      017 MA 209 H563901C



ITEM NO.  ITEM DESCRIPTION                        UNIT      QUANTITY       UNIT PRICE     EXTENDED AMOUNT
                                                                           
9250001   CONSTRUCTION SURVEYING AND LAYOUT       L.SUM            1       200,000.00     200,000.00


                                                     BID TOTAL:     8,058,525.34


                  STATUTORY PAYMENT BOND PURSUANT TO TITLE 34,
              CHAPTER 2, ARTICLE 2 OF THE ARIZONA REVISED STATUTES
           (PENALTY OF THIS BOND MUST BE 100% OF THE CONTRACT AMOUNT)

KNOW ALL MEN BY THESE PRESENTS:                   Bond No. 24006411

That, MEADOW VALLEY CONTRACTORS, INC., (hereinafter called the Principal), As
Principal, and LIBERTY MUTUAL INSURANCE COMPANY. (hereinafter called Surety), a
corporation organized and existing under the laws of the State of Massachusetts,
with its principal office in the city of Boston, holding a certificate of
authority to transact surety business in Arizona issued by the Director of the
Department of Insurance, as Surety, are held and firmly bound unto the Arizona
Department of Transportation (hereinafter called the Obligee in the amount of
EIGHT MILLION, FIFTY-EIGHT THOUSAND, FIVE HUNDRED TWENTY-FIVE AND 34/100 dollars
($ 8,058,525.34), for the payment whereof, the said Principal and Surety bind
themselves, and their heirs, administrator, executors, successors.

     WHEREAS, the Principal has agreed to enter into a certain contract with
the Obligee for construction and completion of certain work described as

017 MA 209 H563901C IM-017-A(013)A
PHOENIX - CORDES JUNCTION HWY. (I-17)
(Peoria Ave. - Pinnacle Peak Rd.)




which contract is hereby referred to and made a part hereof as fully and to the
same extent as if copied at length herein.

     NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said
Principal shall promptly pay all monies due to all persons supplying labor or
materials to the principal or the principal's subcontractors in the prosecution
of the work provided for in said contract, then this obligation shall be
voided, otherwise to remain in full force and effect;

     PROVIDED, HOWEVER, that this bond having been required of the said
Principal in order to comply with the provisions of Title 34, Chapter 2,
Article 2, of the Arizona Revised Statutes, all rights and remedies on this
bond shall inure solely to such persons and shall be determined in accordance
with the provisions, conditions, and limitations of said Title, Chapter and
Article, to the same extent as if they were copied at length herein.

     The prevailing party in a suit on this bond shall recover as a part of the
judgment such reasonable attorney's fees as may be fixed by a judge of the
Court.

     Witness our hands this 21st day of August, 2002.

MEADOW VALLEY CONTRACTORS, INC.         /s/ Bradley E. Larson
- ---------------------------------       ---------------------------------------
PRINCIPAL                SEAL           BY:  Bradley E. Larson   PRESIDENT

LIBERTY MUTUAL INSURANCE COMPANY        /s/ Jeri Apodaca
- ---------------------------------       ---------------------------------------
SURETY                   SEAL           BY: Jeri Apodaca, Attorney in Fact


Aon Risk Services, Inc.                 1901 Main Street #300, Irvine, CA 92614
- ---------------------------------       ---------------------------------------
AGENCY OF RECORD                        AGENCY ADDRESS


/s/   Carol Trelford
- ----------------------------------------
ARIZONA COUNTERSIGNATURE  Carol Trelford

1850 North Central Avenue, Suite 1700             PAYMENT BOND
- ----------------------------------------          SHEET 1 OF 1
ADDRESS  Phoenix, AZ 85004

(602) 427-3200
- ----------------------------------------
PHONE NUMBER



12-1302  R9/92

EX-10.213

                                                                  Exhibit 10.213
                                                                      038203
                                    CONTRACT

     THIS AGREEMENT, made and executed in FOUR (4) original counterparts this
24th day of September A.D. 2002 between the Utah Department of
Transportation, hereinafter called "Department," first party, and MEADOW VALLEY
CONTRACTORS, INC. hereinafter called "Contractor," second party.

     WITNESSETH, That for and in consideration of payments, hereinafter
mentioned, to be made by the Department, the Contractor agrees to furnish all
labor and equipment; to furnish and deliver all materials not specifically
mentioned as being furnished by the Department and to do and perform all work
in the CRACK & SEAT, OVERLAY, WIDENING, STRUCTURES & NOISE WALLS in SALT LAKE
COUNTY, State of Utah, the same being identified as *IM-NH-215-9(102)10 for the
approximate sum of Sixteen Million One Hundred Twenty Seven Thousand Six
Hundred Twenty Eight Dollars and 75/100 ($16,127,628.75).

     The Contractor further covenants and agrees that all of said work and
labor shall be done and performed in the best and most workmanlike manner and
in strict conformity with the plans and specifications. The said Plans, and
Specifications and the Notice to Contractors, Instruction to Bidders, the
Proposal, Special Provisions and Contract Bond are hereby made a part of this
agreement as fully and to the same effect as if the same had been set forth at
length herein.

     In consideration of the foregoing premises, the Department agrees to pay to
Contractor in the manner and in the amount provided in the said specification
and proposal.

     IN WITNESS WHEREOF, The parties hereto have subscribed their names through
their proper officers thereunto duly authorized as of the day and year first
above written.

Attest:                                   UTAH DEPARTMENT OF TRANSPORTATION

/s/ [ILLEGIBLE]                           /s/ [ILLEGIBLE]
- --------------------------------------    --------------------------------------
             Secretary                    Director of Transportation-First Party



/s/ [ILLEGIBLE]                           MEADOW VALLEY CONTRACTORS, INC.
- --------------------------------------    --------------------------------------
WITNESS TO: COMPANY REPRESENTATIVE                     SECOND PARTY



APPROVED AS TO FORM:                      BY /s/ Steve Kiesel
                                             -----------------------------------
                                                Steve Kiesel - Area Manager
BY /s/ [ILLEGIBLE]                        --------------------------------------
- --------------------------------------            COMPANY REPRESENTATIVE
         UDOT LEGAL COUNSEL


APPROVED /s/ [ILLEGIBLE]                              94-279836-5501
         -----------------------------    --------------------------------------
             CONTRACT ADMINISTRATOR           UTAH CONTRACTOR LICENSE NUMBER

                                          FUNDS AVAILABLE
                                                         -----------------------

                                          /s/ Janet Gladman             10/15/02
                                          ----------------------------  --------
                                          BUDGET OFFICER                  DATE

Executed in Four Counterparts

                                PERFORMANCE BOND

         TITLE 63, CHAPTER 56, SEC., 38 AND 39, U.C.A., 1953 AS AMENDED
                                                               BOND NO. 24006414
KNOW ALL MEN BY THESE PRESENTS:

That, MEADOW VALLEY CONTRACTORS, INC. hereinafter referred to as the
"Principal," and LIBERTY MUTUAL INSURANCE COMPANY a corporation organized and
existing under the laws of the State of MASSACHUSETTS with its principal office
in the City of BOSTON hereinafter referred to as the "Surety," are held and
firmly bound unto the State of Utah by and through the Utah Department of
Transportation, hereinafter referred to as the "Obligee," in the amount of
SIXTEEN MILLION ONE HUNDRED TWENTY SEVEN THOUSAND SIX HUNDRED TWENTY EIGHT
DOLLARS AND 75/100 ($16,127,628.75) for the payment whereof, the said Principal
and Surety bind themselves, their heirs, administrators, executors, successors
and assigns, jointly and severally, firmly by these presents.

     WHEREAS, The Principal has entered into a certain written contract with the
obligee, dated the 9th day of October 2002 for CRACK & SEAT, OVERLAY, WIDENING,
STRUCTURES & NOISE WALLS in the COUNTY OF SALT LAKE State of Utah, Project No.
*IM-NH-215-9(102)10 for the approximate sum of SIXTEEN MILLION ONE HUNDRED
TWENTY SEVEN THOUSAND SIX HUNDRED TWENTY EIGHT DOLLARS AND 75/100
($16,127,628.75)  which contract is hereby referred to and made a part hereof as
fully and to the same extent as if copied at length herein.

     NOW, THEREFORE, The condition of this obligation is such, that if the said
Principal shall faithfully perform the contract in accordance with the plans,
specifications, and conditions thereof, then, this obligation shall be void,
otherwise to remain in full force and effect.

     PROVIDED, HOWEVER, That this bond is executed pursuant to the provisions of
Title 63, Chapter 56, Utah Code Annotated, 1953, as amended, and all liabilities
on this bond to all such claimants shall be determined in accordance with said
provisions, to the same extent as if it were copied at length herein.

IN WITNESS WHEREOF, The said Principal and Surety have signed and sealed this
instrument this 18 day of Sept. 2002.

                                       MEADOW VALLEY CONTRACTORS INC. (Seal)
                                       -----------------------------------------

                                       /s/ ILLEGIBLE                      (Seal)
                                       -----------------------------------------
                                       CONTRACTOR COMPANY REPRESENTATIVE
WITNESS OR ATTESTATION:

/s/ ILLEGIBLE
- -----------------------------------
WITNESS TO: CONTRACTOR
COMPANY REPRESENTATIVE
                                       Liberty Mutual Insurance Company
                                       ----------------------------------------
                                                   SURETY COMPANY

                                       Phone:  (714) 542-9815
                                             ----------------------------------

/s/ Rhonda C. Abel                     By  Jeri Apodaca
- -----------------------------------      --------------------------------------
WITNESS TO: ATTORNEY-IN-FACT               Jeri Apodaca, ATTORNEY-IN-FACT
STATE OF: MASSACHUSETTS
CITY OF: BOSTON
STATE OF CALIFORNIA COUNTY OF
ORANGE

     Jeri Apodaca being first duly sworn on oath disposes and says, that he is
the Attorney-in-Fact of the Liberty Mutual Insurance* and that he is duly
authorized to execute and deliver the foregoing obligation, that said Company
is authorized to execute the same, and has complied in all respects with the
laws of Utah in reference to becoming sole surety upon bonds, undertakings, and
obligations.

     *Company
                                       /s/ Jeri Apodaca
                                       ----------------------------------------
                                       ATTORNEY-IN-FACT            Jeri Apodaca

     Subscribed and sworn to before me this 18th day of September 2002.

My commission expires: August 9, 2005  /s/ Rhonda C. Abel
                                       ----------------------------------------
                                       NOTARY PUBLIC             Rhonda C. Abel

APPROVED AS TO FORM: /s/ ILLEGIBLE
                    ------------------------
                    UDOT LEGAL COUNSEL

                                             [RHONDA C. ABEL NOTARY PUBLIC SEAL]

EX-10.214

                                                                EXHIBIT 10.214



[ADOT LOGO]            INTERMODAL TRANSPORTATION DIVISION
                       CONTRACTS & SPECIFICATIONS SECTION
            1651 W Jackson St. Room 121F Phoenix, Arizona 85007-3217
                   Phone (602) 712-7221   Fax (602) 712-6956

Jane Dee Hull                                               Dick Wright
  Governor                                                  State Engineer

Victor M. Mendez
   Director                     December 24, 2002

Meadow Valley Contractors, Inc.
PO BOX 60726
Phoenix, AZ 85082-0726


                        RE: 095 YU 012 H441502C
                            NH-063-1(018)N
                            SAN LUIS - Yuma QUARTZSITE(SR 95)
                            (Somerton - 32nd Street)

                            ITEM#25201


At a meeting on December 20, 2002, the Transportation Board awarded a contract
for the construction of the above referenced project to you in accordance with
the proposal you submitted to this Department on November 8, 2002. This is your
Notice of Award of Contract.

In accordance with subsection 103.08 of the Specifications, you shall sign the
contract and return it with satisfactory contract bonds no later than 10
calendar days after the date of this notice of award. Your submittal shall
include  the required Certificate of Insurance and Workers Compensation
documents. The Department will not execute the contract until all documentation
is submitted and work shall not start nor shall there be a partnering meeting
nor a preconstruction conference until the contract is fully executed.

In accordance with subsection 108.02 of the Standard Specifications, you shall
begin work on or before February 7, 2003. Contract time will be charged
commencing on that date.

Contact the Construction Supervisor as shown on the advertisement for proposals
to arrange a Preconstruction Conference.

We look forward to working with your company toward the successful completion
of this project.

                                       Sincerely,

                                       /s/ Barry Crockett

                                       BARRY CROCKETT
                                       Engineer-Manager


BC:erb

cc: District Engineer
    Resident Engineer

                               CONTRACT AGREEMENT

THIS AGREEMENT, made and entered into this 31ST day of DECEMBER, 2002, by and
between the STATE OF ARIZONA, acting by and through its State Engineer duly
authorized by the Director, Arizona Department of Transportation to enter into
such agreement, party of the first part, and MEADOW VALLEY CONTRACTORS INC.
hereinafter called the Contractor, party of the second part.

WITNESSETH: That the said Contractor, for in consideration of the sum to be paid
him by said State Arizona in the manner and at the time hereinafter provided,
and of the other covenants and agreements herein contained, hereby agrees, for
himself, heirs, administrators, successors and assigns as follows:

     ARTICLE I -- SCOPE OF WORK: The Contractor shall perform in a workmanlike
and substantial manner and to the satisfaction of the State Engineer, all the
work specified under TRACS/Project No.

095 YU 012 H441502C  NH-063-1(018)N
SAN LUIS-YUMA-QUARTZSITE HWY (US 95)
(Somerton -- 32nd Street)

and furnish at his own cost and expense all necessary machinery, tools,
apparatus, materials and labor to complete the work in the most substantial and
workmanlike manner according to the Plans and Specifications therefor on file
with the State Engineer and such modifications of the same and other directions
that may be made by the State Engineer as provided herein.

     ARTICLE II -- CONTRACT DOCUMENTS: It is further agreed that the Proposal,
Plans, Standard Specifications, Special Provisions, Contract Bond(s) and any and
all Supplementary Agreements, and any and all requirements necessary to complete
the work in a substantial and acceptable manner, and any and all equipment and
progress statements required, are hereby referred to and made a part of this
contract, and shall have the same force and effect as though all of the same
were fully inserted herein.

     ARTICLE III -- WARRANTY: The Contractor expressly warrants that he is free
from obligation of any other person or persons for services rendered, or
supposed to have rendered, in the procurement of this contract. He further
agrees that any breach of the Warranty shall constitute adequate cause for the
annulment of the Contract by the State of Arizona and that the State of Arizona
may retain to its own use from any sums of money due or become due thereunder,
an amount thereof equal to any brokerage, commission, or percentage so paid, or
agreed to be paid.

     ARTICLE IV -- TIME OF COMPLETION: The Contractor further covenants and
agrees that all of the said materials shall be furnished and delivered and all
of the said labor shall be done and performed in every respect to the
satisfaction and approval of the State Engineer and that the said work shall be
turned over to the State Engineer, complete and ready for use, on or before the
specified time herein. The work shall be free and discharged of all claims and
demands whatsoever for, or on account of any and all labor and materials used or
furnished to be used in said work.

     It is expressly understood and agreed that in case of failure on the part
of the Contractor, for any reason, except with the written consent of the State
Engineer, to complete the entire work to the satisfaction of the State Engineer,
and within the aforesaid time limit, the party of the first part shall deduct
from any money due, or which may become due the Contractor, as liquidated
damages, an amount in accordance with Subsection 108.09 of the Contract
Specifications.

     If no money shall be due the Contractor, the State shall have a cause of
action to recover against the Contractor in a court of competent jurisdiction,
liquidated damages, in accordance with Subsection 108.09 of the Contract
Specifications, said deduction to be made, or said sum to be recovered, not as a
penalty, but as liquidated damages; provided, however, that upon receipt of
written notice from the Contractor, of the existence of causes, as herein
provided, over which said Contractor has no control and which must delay the
completion of said work or any delay occasioned by the Arizona Department of
Transportation, the State Engineer may extend the period hereinbefore specified
for the completion of said work in accordance with the Specifications and in
such case, the Contractor shall become liable for said liquidated damages for
delays commencing from date said extension period shall expire.

     After the date as set up in Contract plus any extension granted, no further
payments shall be made the Contractor until all work is completed and accepted
by the State engineer. It is also agreed that the date of completion shall be
that upon which the work is accepted by the State Engineer.

     ARTICLE V -- CLAIMS FOR EXTRA WORK: It is distinctly understood and agreed
that no claim for extra work or materials, not specifically herein provided,
done or furnished by the Contractor, will be allowed by the State Engineer, nor
shall the Contractor do any work or furnish any materials not covered by these
Specifications and Contract, unless such work is ordered in writing by the State
Engineer. In no event shall the Contractor incur any liability by reason of any
oral direction or instruction that he may be given by the State Engineer, or his
authorized representatives. It is the intent and meaning of this Article that
all orders, directions, instructions, not contained in the Plans,
Specifications, and Special Provisions, pertaining to the work shall be in
writing, and the Contractor hereby waives any claims for compensation for work
done, or materials furnished in violation thereof.

     ARTICLE VI -- MISUNDERSTANDING OR DECEPTION: The party of the second party
agrees that he has investigated the site of the work and all parts and
appurtenances thereto and hereby waives any right to plead misunderstanding or
deception as to location, character of work or materials, estimates of
quantities or other conditions surrounding or being a part of the work and
understands that the quantities or other conditions surrounding or being a part
of the work and understands that the quantities given in the Bidding Schedule
are approximate only, and hereby agrees to accept the quantities as actually
placed and finally determined upon the completion of the work, in accordance
with the Contract Documents.

     ARTICLE VII -- PAYMENTS: For and in consideration of the faithful
performance of the work herein embraced, as set forth in the Contract Agreement,
Specifications, Special Provisions, Bidding Schedule and all general and
detailed Specifications and Plans, which are a part hereof, and in accordance
with the directions of the State Engineer and to his satisfaction or his
authorized agents, the said State of Arizona agrees to pay to said Contractor
the amount earned, computed from the actual quantities of work performed, as
shown by the estimates of the State Engineer, and the unit prices named in the
attached Bidding Schedule and Supplementary Agreements made a part hereof, and
to make such payments in the manner and at the time provided in the
specifications hereto appended.

 0912 R10/91                                                        Sheet 1 of 2

     ARTICLE VIII - IT IS EXPRESSLY UNDERSTOOD AND AGREED that no work shall be
done nor any obligations incurred under this contract during any fiscal year
which are in excess of the funds programmed and budgeted for this project for
that fiscal year.

     ARTICLE IX - THE CONTRACTOR SHALL INDEMNIFY AND SAVE HARMLESS THE STATE,
its officers and employees, from all suits, actions or claims of any character
brought because of any injuries or damage received or sustained by any person,
persons or property on account of the operations of the said contractor or an
account of or in consequence of any neglect in safeguarding the work; or through
use of unacceptable materials in constructing the work; or because of any act or
omission, neglect or misconduct of said contractor; or because of any claims or
amounts recovered from any infringements of patent, trademark or copyright; or
from any claims or amounts arising or recovered under the Workmen's Compensation
Act or any other law, ordinance, order or decree, except the contractor is not
required to indemnify or save harmless the State from liability arising from the
negligence of the State.

     The contractor shall indemnify and save harmless any county or
incorporated city, its officers and employees, within the limits of which
county or incorporated city work is being performed, all in the same manner and
to the same extent as provided in the above paragraph.

     IT IS FURTHER UNDERSTOOD AND AGREED that all work required to be done under
this contract in excess of the funds now appropriated and budgeted for this
project shall not be done nor any obligation incurred therefor until such time
as the Legislature appropriates the additional funds and the same are budgeted
for this project by the Arizona Department of Transportation and in that event
the parties hereto are bound to continue performance of this contract to the
extent permitted by the funds so appropriated and budgeted.

     In the event that no funds are appropriated or budgeted for this project
for the succeeding fiscal year, then this contract shall be null and void,
except as to that portion for which funds have now been appropriated and
budgeted, therefore, and no right of action or damages shall accrue to the
benefit of the parties hereto as to that portion of the contract that may so
become null and void.

     All parties are hereby put on notice that this contract (agreement) is
subject to cancellation by the Governor pursuant to Arizona Revised Statutes
Section 38-511.

     IT IS ALSO UNDERSTOOD AND AGREED that this contract is subject to A.R.S.
28-1824, 28-1825, 28-1826, together with all other limitations pursuant to the
applicable laws of the State of Arizona relating to public contracts and
expenditures.

095 YU 012 H441502C   NH-063-1(018)N
SAN LUIS-YUMA-QUARTZSITE HWY (US 95)
(Somerton - 32nd Street)



Witness our hands and seals this 31st day of    DECEMBER    2002
                                 ____        ______________   __

                                STATE OF ARIZONA



                                   By:            [Illegible]
                                        _____________________________________
                                   For: Department of Transportation


EVIDENCE OF AUTHORITY TO SIGN
THE CONTRACT MUST BE ON FILE
WITH THE DEPARTMENT, OTHERWISE
IT MUST BE FURNISHED WITH THE
PROPOSAL.

                                   PARTY OF THE FIRST PART

                                           Meadow Valley Contractors, Inc.
                                        _____________________________________


                                   By:  /s/     Robert W. Bottcher
                                        _____________________________________
                                                    Contractor
                                        ROBERT W. BOTTCHER     AREA MANAGER


Attest:          [Illegible]
        _____________________________     PARTY OF THE SECOND PART
                  Signature




                                                                      Article IX
                                                                 Revised 8/30/00
                                                              Contract Agreement
                                                                    Sheet 2 of 2


Printed 2/2002                                                     Page 12 of 12


                                  BID SCHEDULE

                              095 YU 012 H441502C




- --------------------------------------------------------------------------------------------------------------
 ITEM NO.                ITEM DESCRIPTION              UNIT      QUANTITY      UNIT PRICE      EXTENDED AMOUNT
- --------------------------------------------------------------------------------------------------------------
                                                                                
9240020        FORCE ACCOUNT WORK (REMOVAL OF          L.SUM          1.000    $ 80,000.00       $ 80,000.00
               IRRIGATION PIPE)
- --------------------------------------------------------------------------------------------------------------
9240111        MISCELLANEOUS WORK (HANDRAIL)             M           46.000         150.00          6,900.00
               (DETAIL E)
- --------------------------------------------------------------------------------------------------------------
9240126        MISCELLANEOUS WORK (MEDIAN CHANNEL-     L.SUM          1.000       3,000.00          3,000.00
               IZATION) (DETAIL K)
- --------------------------------------------------------------------------------------------------------------
9240142        MISCELLANEOUS WORK (HAUL MILLINGS)        M3      19,077.000           5.00         95,385.00
- --------------------------------------------------------------------------------------------------------------
9240170        CONTRACTOR QUALITY CONTROL              L.SUM          1.000     200,000.00        200,000.00
- --------------------------------------------------------------------------------------------------------------
9250001        CONSTRUCTION SURVEYING AND LAYOUT       L.SUM          1.000     195,000.00        195,000.00
- --------------------------------------------------------------------------------------------------------------
9260004        ENGINEERS FIELD OFFICE                  L.SUM          1.000      35,000.00         35,000.00
- --------------------------------------------------------------------------------------------------------------



                                                             ------------------
                                                 BID TOTAL:    $10,532,664.85
                                                             ------------------


                STATUTORY PERFORMANCE BOND PURSUANT TO TITLE 34,
              CHAPTER 2, ARTICLE 2 OF THE ARIZONA REVISED STATUTES
           (PENALTY OF THIS BOND MUST BE 100% OF THE CONTRACT AMOUNT)

KNOW ALL MEN BY THESE PRESENTS:                                Bond No. 24006430

That, Meadow Valley Contractors, Inc. (hereinafter called the Principal), As
Principal, and Liberty Mutual Insurance Company (hereinafter called Surety), a
corporation organized and existing under the laws of the State of
Massachusetts, with its principal office in the city of Boston, holding a
certificate of authority to transact surety business in Arizona issued by the
Director of the Department of Insurance, as Surety, are held and firmly bound
unto the Arizona Department of Transportation (hereinafter called the Obligee
in the amount of TEN MILLION, FIVE HUNDRED THIRTY-TWO THOUSAND, SIX HUNDRED
SIXTY-FOUR AND 85/100 dollars ($10,532,664.85), for the payment whereof, the
said Principal and Surety bind themselves, and their heirs, administrator,
executors, successors and assigns, jointly and severally, firmly by these
presents.

     WHEREAS, the Principal has agreed to enter into a certain contract with
the Obligee for construction and completion of certain work described as.

095 YU 012 H441502C  NH-063-1(018)N
SAN LUIS-YUMA-QUARTZSITE HWY (US 95)
(Somerton - 32nd Street)

which contract is hereby referred to and made a part hereof as fully and to the
same extent as if copied at length herein.

          NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the
said Principal shall faithfully perform and fulfill all the undertakings,
covenants, terms, conditions and agreements of said contract during the original
term of said contract any extension thereof, with or without notice to the
Surety, and during the life of any guaranty required under the contract, and
shall also perform and fulfill all the undertakings, covenants terms,
conditions, and agreement of any and all duly authorized modifications of said
contract that may hereafter be made, notice of which modifications to the Surety
being hereby waived; then the above obligation shall be void, otherwise to
remain in full force and effect;

          PROVIDED, HOWEVER, that this bond is executed pursuant to the
provisions of Title 34, Chapter 2, Article 2, of the Arizona Revised Statutes,
and all liabilities on this bond shall be determined in accordance with the
provisions of said Title, Chapter and Article, to the extent as if they were
copied at length herein.

     The prevailing party in a suit on this bond shall recover as a part of the
judgment such reasonable attorneys' fees as may be fixed by a judge of the
Court.

     Witness our hands this 26th day of December, 2002.

MEADOW VALLEY CONTRACTORS, INC.      /s/ Robert W. Bottcher
- -------------------------------      ------------------------------------------
PRINCIPAL            SEAL            BY: ROBERT W. BOTTCHER AREA MANAGER

LIBERTY MUTUAL INSURANCE COMPANY     /s/ Rhonda C. Abel
- -------------------------------      ------------------------------------------
SURETY               SEAL            BY: Rhonda C. Abel, Attorney-in-Fact

Aon Risk Services                    1901 Main St., Suite 300, Irvine, CA 92614
- -------------------------------      ------------------------------------------
AGENCY OF RECORD                     AGENCY ADDRESS

/s/ Carol Trelford
- -------------------------------
ARIZONA COUNTERSIGNATURE

1850 North Central Avenue,
Suite 1700
Phoenix, AZ 85004
- -------------------------------      PERFORMANCE BOND
ADDRESS                              SHEET 1 OF 1

(602) 427-3200
- -------------------------------
PHONE NUMBER

12-1301 R9/92

EX-10.215

                                                                  EXHIBIT 10.215

                                   AGREEMENT

     This agreement is made by and between Fisher Sand & Gravel Co. ("Fisher")
and Meadow Valley Contractors, Inc. ("MVCI").

                                   RECITALS:

     WHEREAS, MVCI was determined to be the lowest responsible bidder by the
Arizona Department of Transportation on Project No. AC-063-1(018)N, otherwise
known as the San Louis-Quartzite Highway (US 95) (the "Project");

     WHEREAS, ADOT has confirmed its intention to award the prime contract for
the Project to MVCI;

     WHEREAS, prior to the submission of bids, Fisher agreed to sign act as a
co-indemnitor in favor of MVCI's surety, Liberty Mutual Insurance Company (the
"Surety"), in order to assist MVCI in securing the payment and performance
bonds for the Project;

     WHEREAS, as consideration for Fisher's indemnity commitment, MVCI agreed to
award Fisher a material supply agreement for the aggregates and certain other
materials required on the Project if MVCI was awarded the prime contract. The
parties are in the process of negotiating the terms of that supply contract,
which will be a separate and independent agreement;

     WHEREAS, given ADOT's expressed intention to award the prime contract to
Meadow Valley, the parties desire to enter into this agreement to confirm their
indemnity obligations concerning the bonding that ultimately will be provided
by the Surety.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, it is agreed:

1.   Fisher agrees to sign an indemnity agreement in a form acceptable to the
     Surety indemnifying the Surety from costs incurred or damages sustained by
     the Surety on the Project. MVCI has or will execute a similar indemnity.

2.   MVCI shall pay all premiums required for the payment and performance bonds
     for the Project out of the proceeds for the Project.

3.   MVCI will enter into a written agreement with Fisher regarding the sale and
     provision of aggregate materials in accordance with the terms of the prime
     contract and Fisher's prebid price quotation to MVCI. That material supply
     agreement shall be a precondition to Fisher's indemnity obligations to the
     Surety. Payment under the material supply agreement shall be Fisher's sole
     source of compensation regarding the Project.

4.   MVCI shall defend and indemnify Fisher and the Surety from any and all
     claims asserted against the Surety and/or damages sustained by Fisher as a
     result of having indemnified the Surety for the Project. MVCI's defense and
     indemnity obligation shall not include any claims or damages related to the
     materials supplied by or the acts or omissions of Fisher concerning the
     Project.

5.   The parties agree that it is not their intention to be joint venture
     partners at any time or for any purpose with regard to the Project. Fisher
     shall not share any of its profits or losses on the supply of aggregate
     materials with MVCI and MVCI shall not share any losses or profits on the
     balance of the work required for the Project. Other than the indemnity
     obligations identified herein and to be reflected in a separate indemnity
     agreement with the Surety, the parties' sole relationship with regard to
     the Project shall be as material supplier and prime contractor.

6.   In order to facilitate administration of the Project and to ensure payment
     of all subcontractors and suppliers, MVCI shall establish a separate bank
     account (the "Account") in its name and containing the name of the Project.
     The Account shall be used exclusively for the Project until final
     completion at which time Fisher and MVCI shall agree on the date on which
     the final amounts shall be distributed to MVCI.

     (a)  MVCI agrees that it will not open or maintain any other bank accounts
          relating to the Project without the prior written consent of Fisher.

     (b)  MVCI shall deposit all payments from ADOT in the Account.

     (c)  MVCI shall provide a copy of all State Pay Estimates and checks to
          Fisher.

     (d)  MVCI will provide Fisher monthly pay estimates that must be signed off
          by Fisher before any checks are printed by MVCI.

     (e)  All withdrawals relating to subcontractors or suppliers shall be based
          on monthly "Subcontractor Payment Estimate" forms to be prepared by
          MVCI, or such other form as is mutually agreed upon by Fisher and
          MVCI. Fisher agrees not to unreasonably withhold its consent to
          disbursements requested by MVCI to pay for completed work.

     (f)  The parties agree that payment from the Account shall be based upon
          the quantities and unit prices reflected in the prime contract, the
          prices reflected in the various subcontracts and related billings, the
          Fisher supply agreement, and the payments made by ADOT to MVCI.

     (g)  All checks written out of the Account must have signatures from both a
          MVCI representative and a Fisher representative.

     (h)  All payments made to subcontractors or entities who have filed a
          preliminary notice on the project must include a Lien Waiver that must
          be signed and returned before any further payments can be made to that
          company.

     (i)  Fisher shall be provided copies of bank statements and shall be
          provided an accounting, which will show the deposits, checks, amounts,
          dates of payments and payees, upon reasonable request by Fisher.

     (j)  Payment to MVCI shall be based upon completed quantities for a
          particular pay period and the unit prices reflected in the prime
          contract, after paying applicable subcontractor and material invoices
          for that particular period.

7.   Should any dispute arise between the parties regarding this agreement or
the related indemnity obligations, the parties agree that such dispute shall be
resolved through binding arbitration before the American Arbitration
Association under the Construction Industry Rules. No such action shall be
instituted until any underlying litigation involving the bonds issued by the
Surety is resolved through either settlement or the entry of judgment. The
locale for any such arbitration shall be Phoenix, Arizona. The parties agree
that they shall be allowed to conduct discovery and that the arbitrator(s)
shall have full authority to award the prevailing party attorneys' fees and
costs.

8.   Other than the separate supply agreement that the parties will enter into,
this agreement reflects the entire agreement amongst the parties regarding the
Project.

     DATED this 23rd day of December, 2002.

MEADOW VALLEY CONTRACTORS, INC.    FISHER SAND & GRAVEL CO.

By: /s/ Kenneth D. Nelson              By: /s/ Amiel Schaff
   -------------------------              ------------------------
  Its: Vice President                     Its: Treasurer
      ----------------------                  --------------------

EX-10.216

                                                                  EXHIBIT 10.216
                          NORTH LAS VEGAS CITY COUNCIL
                                 AGENDA ITEM
                                                               Number:

                                                                      NOV 6 2002
________________________________________________________________________________

SUBJECT:

Award of the "A" Channel - Craig Confluence Project, Bid No. 1124.
________________________________________________________________________________

REQUESTED BY:

James A. Bell, P.E., Director of Public Works
________________________________________________________________________________

RECOMMENDATION OR RECOMMENDED MOTION:

That the City Council Award the Construction Contract, including Adding
Alternate #2, to the lowest responsive bidder, Meadow Valley Contractors, Inc.,
pending Clark County Regional Flood Control District approval of the Second
Supplemental Interlocal Contract for additional funding on November 14, 2002.
________________________________________________________________________________

FISCAL IMPACT:                                                   ACCOUNT NUMBER:

Amount:        Explanation:
$5,328,096.04  Clark County Regional Flood Control District        438-4296-4535
   307,671.60  City of North Las Vegas - Park District III Funds   253-4521-4530
    53,076.32  Street Maintenance Program -Tax Override (FY 02/03) 268-4312-4535
- -------------
$5,688,843.96  TOTAL BID
________________________________________________________________________________

STAFF COMMENTS AND BACKGROUND INFORMATION:

The "A" Channel - Craig Confluence Project involves construction of a regional
flood drainage conveyance facility, including 4,060 feet of concrete-lined open
channels, 3,600 feet of enclosed concrete box culverts, half street improvements
on Alexander Road, Revere Street, and Kings Hill Road, and lighting,
landscaping, and restoration improvements in Goldcrest Park.  The alignment for
the Project is from Alexander Road to Revere Street, across Goldcrest Park, and
from Goldfield Street to North Fifth Street, paralleling Craig Road, as shown on
the enclosed Vicinity Map.

At the August 7, 2002 meeting, the City Council rejected all bids previously
received, and the Contract Documents were revised and re-advertised for bids.
Six bids were received at a public Bid Opening held on September 30, 2002 as
detailed on the attached Bid Abstract.  The lowest responsive Total Bid (Base
Bid plus Additive Alternate #2) of $5,688,843.96, submitted by Meadow Valley
Contractors, Inc., is 1% below the consulting engineer's cost estimate.  Two
Additive Alternates allowed bidders to choose between cast-in-place concrete
(Alternate #1) or precast structures (Alternate #2) which was selected by the
low bidder.  Additive Alternate #2 must be awarded at this time to complete the
Project. (Continued on Page 2)
________________________________________________________________________________

LIST CITY COUNCIL GOAL(S):

This Flood Control Project is consistent with Council's Priority of Planned and
Quality Growth.
________________________________________________________________________________

PREPARED BY:                       APPROVAL:                      CITY COUNCIL
                                                                  MEETING DATE:
/s/ James A. Bell                  /s/ Kurt Fritsch

JAMES A. BELL, P.E.                KURT FRITSCH                    11/06/02
DIR. OF PUBLIC WORKS               CITY MANAGER
________________________________________________________________________________



                                                                  CONTRACT AWARD
                                          "A" CHANNEL - CRAIG CONFLUENCE PROJECT
                                                                    BID NO. 1124

                            CITY OF NORTH LAS VEGAS
                             CONSTRUCTION CONTRACT

BID NO:      1124
          ----------

DATE:     November 6, 2002
          ----------------

NAME OF CONTRACTOR:      MEADOW VALLEY CONTRACTORS, INC.
                         -------------------------------

ADDRESS OF CONTRACTOR:   4365 Andrews, Suite F, North 89031
                         ----------------------------------

               Individual               Partnership       x      Corporation
     --------                 --------                 --------

in the State of Nevada
                ------

Contract for "A" Channel - Craig Confluence Project in the
amount of *****FIVE MILLION SIX HUNDRED EIGHTY EIGHT THOUSAND EIGHT HUNDRED
FORTY THREE DOLLARS AND 96/100***** ($**5,688,843.96*** ).

THIS CONTRACT entered into, effective this date by the City of North Las Vegas,
Nevada, hereinafter called CITY, represented by the Mayor, executing this
Contract, and the individual, partnership, or corporation named above,
hereinafter called CONTRACTOR, witnesseth that the parties hereto do mutually
agree as follows:

STATEMENT OF WORK: The CONTRACTOR shall furnish all labor, equipment and
materials and perform the Work above described for the amount stated above in
strict accordance with the Contract Documents, including the Specifications of
the CITY and the schedule of Drawings and other requirements, all of which are
incorporated herein by reference. All Work is the sole responsibility of the
CONTRACTOR unless specifically provided otherwise.

TIME FOR COMPLETION: The Work which the CONTRACTOR is required to perform under
this Contract shall be commenced at a time stipulated by the CITY in the
written "Notice-to-Proceed" and shall be completed according to the following:

(240 Calendar Days to construction completion of the project, including
completion of punch list items, final cleanup and demobilization)

LIQUIDATED DAMAGES: Liquidated Damages as provided for in the specifications
and conditions shall be assessed in the amounts stated below per day for each
calendar day after the construction completion date, or applicable extension
thereof as provided in the Specifications and Requirements, that completion of
the Work is delayed.

     1)   Liquidated Damages for failure to complete the requirements for the
          Construction Completion milestone within the time period indicated
          shall be ONE THOUSAND DOLLARS ($1,000.00) per day.

                                      CA-1






                                                                  CONTRACT AWARD
                                          "A" CHANNEL - CRAIG CONFLUENCE PROJECT
                                                                    BID NO. 1124

     2)   Liquidated Damages for late contract documents noted in the Contract
          Award Instructions Section, CI.14 shall be TWO HUNDRED DOLLARS
          ($200.00) per day.

     3)   Liquidated Damages for late submittals noted in the Contract Award
          Instructions Section, CI.15 shall be TWO HUNDRED DOLLARS ($200.00) per
          day.

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the
date entered on the first page hereof.

CITY OF NORTH LAS VEGAS            MEADOW VALLEY CONTRACTORS, INC.
                                   (CONTRACTOR)
By /s/ MICHAEL L. MONTANDON        By /s/
   ------------------------           ---------------------
     Michael L. Montandon             Nevada Area Manager
     Mayor                            -------------------
                                             Title
ATTEST:

/s/ EILEEN M. SEVIGNY
- ---------------------
Eileen M. Sevigny, CMC
City Clerk

APPROVED AS TO FORM:

/s/ Sean T. McGowan
- -------------------
Sean T. McGowan
City Attorney

                                      CA-2





Executed in Duplicate

                                                                  CONTRACT AWARD
                                          "A" CHANNEL - CRAIG CONFLUENCE PROJECT
                                                                    BID NO. 1124


                            CITY OF NORTH LAS VEGAS

                                PERFORMANCE BOND
                                                         BOND NUMBER  24006426
                                                                    -----------
                                               DATE EXECUTED November 19, 2002
                                                             -------------------


           IMPORTANT: SURETY COMPANIES EXECUTING BONDS MUST BE LICENSED TO ISSUE
           SURETY BY THE STATE OF NEVADA INSURANCE DIVISION PURSUANT TO NRS
           683A.090 AND ISSUED BY AN APPOINTED AGENT PURSUANT TO NRS 683A.280.
           NOTE: INDIVIDUAL SURETY BONDS ARE NOT ACCEPTABLE.


           KNOW BY ALL MEN BY THESE PRESENTS, That we, the CONTRACTOR AND
           SURETY, are held and firmly bound unto the City of North Las Vegas,
           NEVADA, hereinafter referred to as the City, in the penal sum of
           *****FIVE MILLION SIX HUNDRED EIGHTY EIGHT THOUSAND EIGHT HUNDRED
           FORTY THREE DOLLARS AND 96/100***** ($**5,688,843.96***) for the
           payment of which sum well and truly to be made, we bind ourselves,
           our heirs, executors, administrators, successors, and assigns,
           jointly and severally, firmly by these presents.

           THE CONDITION OF THIS OBLIGATION IS SUCH, That whereas the CONTRACTOR
           entered into a certain Contract with the City, to perform all Work
           required under the Bidding Schedule(s), Bid No. 1124, of the City's
           specifications, entitled "A" Channel - Craig Confluence Project.

           NOW THEREFORE, if said CONTRACTOR shall well and truly perform and
           fulfill all the undertakings, covenants, terms and conditions and
           agreements of said Contract during the original term of said
           Contract, then this obligation shall be null and void, otherwise it
           shall remain in full force and effect.

           PROVIDED, that any modifications in the Work to be done or the
           materials to be furnished, which may be made pursuant to the terms of
           said Contract, shall not in any way release either said Contractor or
           said Surety thereunder, nor shall any extensions of time granted
           under the provisions of said Contract release either said Contractor
           or said Surety, and notice of such modifications or extensions of the
           Contract is hereby waived by said Surety.

           SIGNED this 19th day of November 2002.
                      ------      ---------    --

                                              (SEAL AND NOTARIAL ACKNOWLEDGMENT
                                                    OF SURETY)

         Aon Risk Services Inc. of Nevada     Meadow Valley Contractors, Inc.
         --------------------------------     -------------------------------
         (Resident Agent)                     (Principal Contractor)


          Nevada Lic. #8040                 Robert Terril, Nevada Area Manager
         --------------------------------  ------------------------------------
         (State of Nevada, License Number) (Authorized Representative and Title)


           Marian Keefe Lic. #73338         By: /s/ Robert Terril
         --------------------------------      --------------------------------
         (Appointed Agent Name)                (Signature)




                                        Surety: Liberty Mutual Insurance Company
        By: /s/ Marian Keefe                    --------------------------------
           -----------------------------
           (Signature)                                   1675
                                                --------------------------------
                                               (State of Nevada, License Number)
     Address: 2300 West Sahara avenue #560
              ----------------------------
                                                  Aon Risk Services, Inc.
              Las Vegas, NV  89102              -------------------------------
              ----------------------------      (Appointed Agent Name)

   Telephone: (702) 227-0300
              ----------------------------     By: /s/ Jeri Apodaca
                                                  -----------------------------
                                                  (Signature)

                                                  Jeri Apodaca, Attorney in Fact
                                         Address: 1901 Main Street, Suite 300
                                                  Irvine, CA 92614
                                                   -----------------------------
                                         Telephone: (949) 608-6300
                                                    ----------------------------

           ISSUING COMPANY MUST HOLD CERTIFICATES OF AUTHORITY AS ACCEPTABLE
           SURETY ON FEDERAL BONDS AND AS ACCEPTABLE REINSURING COMPANY WITH
           LISTING IN THE DEPARTMENT OF TREASURY, FISCAL SERVICE (DEPARTMENT
           CIRCULAR 570, CURRENT REVISIONS).


                                      CA-3

EX-10.217

        CIT                                Tel: 800 553-8778      Exhibit 10.217
        Equipment Rental and Finance-US    P.O. Box 27248
        1540 W. Fountainhead Parkway       Tempe, AZ 85285-7248
        Tempe, AZ 85282                    www.cit.com


[CIT LOGO]
     Ready Mix, Inc.
     3430 E. Flamingo Rd. #100
     Las Vegas, NV 89121-5018

        RE: RENEWAL AND AMENDMENT OF AMENDED AND RESTATED REVOLVING LOAN
            AGREEMENT


     Gentlemen:


     Reference is made to the Amended and Restated Revolving Loan Agreement,
     dated July 27, 2001, as amended (the "Loan Agreement"), between Ready Mix,
     Inc., (the "Company") and The CIT Group/Equipment Financing, Inc. ("CIT").

     The Loan Agreement shall be amended as follows:

     1.   Section 1 of the Loan Agreement: JANUARY 1, 2003 (the "Termination
          Date"), is amended to read: JANUARY 1, 2004 (the "Termination Date").

     2.   Section 2(c) of the Loan Agreement: DECEMBER 31, 2000, is amended to
          read: DECEMBER 31, 2001.

     3.   Section 3 of the Loan Agreement is amended to add the following:


          Company hereby authorizes CIT, in its sole election, to charge to the
          Loan Account(s) and cause to paid all interest described in Section
          5, in addition to fees, expenses, and other charges due and owing by
          the Company under this Agreement as such payments become due. The
          Company confirms that any charges which CIT may so make to the
          Company's Loan Account(s) as herein provided will be made as an
          accommodation to the Company and that such charges may be made even
          if such charges would cause the aggregate balance of the Loan
          Account(s) to exceed the Borrowing Availability.

     4.   Section 4.2. of the Loan Agreement: JANUARY 31, 2003, is amended to
          read: JANUARY 31, 2004.

     5.   Section 8.2(b) of the Loan Agreement: Eighty-three (83%) of the
          aggregate appraised value of the Eligible Equipment, is amended to
          read: Sixty-seven percent (67%) of the aggregate appraised value of
          the Eligible Equipment.

     6.   Section 8.3 of the Loan Agreement: The Total of Eligible Receivables
          as of the date June 30, 2001 is $4,799,696.09. Sixty-five percent
          (65%) of the Eligible Receivables is $3,119,763.46. The Aggregate
          appraised value of Eligible Equipment described in Schedule A as of
          this date is $64,500.00. Eighty-three percent (83%) of the aggregate
          appraised value of the Eligible Equipment is $53,535.00. The total
          Eligible Inventory as of the date MAY 31, 2001, is $910,078.10. Fifty
          percent (50%) of the Eligible Inventory is $455,039.05; however, the
          maximum advance per 8.2(c) above is $700,000.00, is amended to read:
          The Total of Eligible Receivables as of the date NOVEMBER 30, 2002 is
          $5,274,607.40. Sixty-five percent (65%) of the Eligible Receivables
          is $3,428,494.81. The Aggregate appraised value of Eligible Equipment
          described in Schedule A as of this date is $410,300.00. Sixty-seven
          percent (67%) of the aggregate appraised value of the Eligible
          Equipment is $274,901.00. The total Eligible Inventory as of the date
          NOVEMBER 30, 2002, is $943,621.76. Fifty percent (50%) of the
          Eligible Inventory is $471,810.88; however, the maximum advance per
          8.2(c) above is $700,000.00.


                                     1 / 2


7.  Section 14 of the Loan Agreement is amended to add the following provision:

    14.10 Ready Mix, Inc. defaults under the terms of that certain Revolving
    Loan Agreement dated July 27, 2001 between Ready Mix, Inc. and CIT, as
    amended.

8.  Financial Covenant Rider to the Guaranty

    (2) is deleted and replaced with the following:

        at all times during the Guarantor's fiscal year 2001, the Guarantor's
        Tangible Net Worth will not be less than $11,000,000.00. For each fiscal
        year thereafter, the Guarantor's Tangible Net Worth shall not be less
        than the minimum Tangible Net Worth required to be maintained in the
        previous fiscal year plus 50% of the Guarantor's net income after taxes
        for the previous fiscal year. The minimum Tangible Net Worth required to
        be maintained pursuant to this section shall not be decreased if in any
        fiscal year the Guarantor has a deficit net income after taxes.

The Company represents and warrants to CIT that

        this Renewal and Amendment Agreement constitutes its legal, valid and
        binding obligation, enforceable in accordance with its terms;

        its representations and warranties set forth in this Renewal and
        Amendment Agreement and all other documents executed in connection
        therewith are true and correct on the date hereof; and

        there exists no event of default (as the term is defined in the Loan
        Agreement) under the Loan Agreement or any other executed in connection
        therewith on the date hereof.

Except as modified herein, the Loan Agreement and all documents executed in
connection therewith shall continue in full force and effect.

In addition to the payments of principal, interest and other charges due under
the terms of the Loan Agreement, the Company agrees to pay CIT a line renewal
fee of $17,500.00 upon receipt of invoice.

SCHEDULE "A" TO THE LOAN AGREEMENT IS AMENDED PER THE ATTACHED SCHEDULE "A" TO
THIS RENEWAL AND AMENDMENT AGREEMENT.

Sincerely,
The CIT Group/Equipment Financing, Inc.

                 
By                     Title:
  --------------------       ---------
                                           
ACKNOWLEDGED AND AGREED TO:                   GUARANTOR ACKNOWLEDGEMENT:

Ready Mix, Inc.                               Meadow Valley Corporation

By: /s/ Clint Tryon    Title: Sec/Treas       By: /s/ Kenneth Nelson Title: Vice President
   -------------------       ----------           ------------------        --------------

                                              Meadow Valley Contractors, Inc.

                                              By: /s/ Bradley E. Larson     Title: President
                                                 ----------------------     --------------




                                      2/2

EX-10.218

        CIT                                Tel: 800 553-8778     Exhibit 10.218
        Equipment Rental and Finance-US    P.O. Box 27248
        1540 W. Fountainhead Parkway       Tempe, AZ 85285-7248
        Tempe, AZ 85282                    www.cit.com


[CIT LOGO]


     Meadow Valley Contractors, Inc.
     4411 South 40th Street, Ste. D-11
     Phoenix, AZ 85040

          RE: RENEWAL AND AMENDMENT OF REVOLVING LOAN AGREEMENT,
              ACCOUNT # 90045210

     Gentlemen:

     Reference is made to the Amended and Restated Revolving Loan Agreement,
     dated July 27, 2001, as amended (the "Loan Agreement"), between Meadow
     Valley Contractors, Inc., (the "Company") and The CIT Group/Equipment
     Financing, Inc. ("CIT").

     The Loan Agreement shall be amended as follows:

     1.   Section 1 of the Loan Agreement: JANUARY 1, 2003 (the "Termination
          Date"), is amended to read: JANUARY 1, 2004 (the "Termination Date").

     2.   Section 2(c) of the Loan Agreement: DECEMBER 31, 2000, is amended to
          read: DECEMBER 31, 2001.

     3.   Section 3 of the Loan Agreement is amended to add the following:

          Company hereby authorizes CIT, in its sole election, to charge to the
          Loan Account(s) and cause to paid all interest described in Section 5,
          in addition to fees, expenses, and other charges due and owing by the
          Company under this Agreement as such payments become due. The Company
          confirms that any charges which CIT may so make to the Company's Loan
          Account(s) as herein provided will be made as a accommodation to the
          Company and that such charges may be made even if such charges would
          cause the aggregate balance of the Loan Account(s) to exceed the
          Borrowing Availability.

     4.   Section 4.2 of the Loan Agreement: JANUARY 31, 2003, is amended to
          read: JANUARY 31, 2004.

     5.   Section 8.2(b) of the Loan Agreement: Eighty-three (83%) of the
          aggregate appraised value of the Eligible Equipment, is amended to
          read: Sixty-seven percent (67%) of the aggregate appraised value of
          the Eligible Equipment

     6.   Section 8.3 of the Loan Agreement: The Total of Eligible Receivables
          as of the date June 30, 2001 is $10,083,389.00. Sixty-five percent
          (65%) of the Eligible Receivables is $6,554,203.00. The Aggregate
          appraised value of Eligible Equipment described in Schedule A as of
          this date is $2,524,727.56. Eighty-three percent (83%) of the
          aggregate appraised value of the Eligible Equipment is $2,095,523.87.
          The total Eligible Inventory as of the date May 31, 2001, is
          $3,572,202.00. Fifty percent (50%) of the Eligible Inventory is
          $1,786,101.54; however, the maximum advance per 8.2(c) above is
          $700,000.00, is amended to read: The Total of Eligible Receivables as
          of the date November 30, 2002, is $9,399,687.00. Sixty-five percent
          (65%) of the Eligible Receivables is $6,109,796.55. The Aggregate
          appraised value of Eligible Equipment described in Schedule A as of
          this date is $2,486,050.00. Sixty-seven percent (67%) of the
          aggregate appraised value of the Eligible Equipment is $1,665,653.50.
          The total Eligible Inventory as of the date November 30, 2002, is
          $1,067,819.00. Fifty percent (50%) of the Eligible Inventory is
          $533,909.50; however, the maximum advance per 8.2(c) above is
          $700,000.00.



                                      1/2


7.  Section 14 of the Loan Agreement is amended to add the following provision:

    14.10 Ready Mix, Inc. defaults under the terms of that certain Revolving
    Loan Agreement dated July 27, 2001 between Ready Mix, Inc. and CIT, as
    amended.

8.  Financial Covenant Rider to the Guaranty

    (2) is deleted and replaced with the following:

        at all times during the Guarantor's fiscal year 2001, the Guarantor's
        Tangible Net Worth will not be less than $11,000,000.00. For each fiscal
        year thereafter, the Guarantor's Tangible Net Worth shall not be less
        than the minimum Tangible Net Worth required to be maintained in the
        previous fiscal year plus 50% of the Guarantor's net income after taxes
        for the previous fiscal year. The minimum Tangible Net Worth required to
        be maintained pursuant to this section shall not be decreased if in any
        fiscal year the Guarantor has a deficit net income after taxes.

The Company represents and warrants to CIT that

        this Renewal and Amendment Agreement constitutes its legal, valid and
        binding obligation, enforceable in accordance with its terms;

        its representations and warranties set forth in this Renewal and
        Amendment Agreement and all other documents executed in connection
        therewith are true and correct on the date hereof and;

        there exists no event of default (as the term is defined in the Loan
        Agreement) under the Loan Agreement or any other executed in connection
        therewith on the date hereof.

Except as modified herein, the Loan Agreement and all documents executed in
connection therewith shall continue in full force and effect.

In addition to the payments of principal, interest and other charges due under
the terms of the Loan Agreement, the Company agrees to pay CIT a line renewal
fee of $17,500.00 upon receipt of invoice.

SCHEDULE "A" TO THE LOAN AGREEMENT IS AMENDED PER THE ATTACHED SCHEDULE "A" TO
THIS RENEWAL AND AMENDMENT AGREEMENT.



                                  
Dated:                                  Sincerely,
      -----------                       THE CIT GROUP/EQUIPMENT FINANCING, INC.

ACKNOWLEDGED AND AGREED TO:
Meadow Valley Contractors, Inc.         By                     Title:
                                          --------------------       ---------
By: /s/ Kenneth D. Nelson  Title: Vice President
   ----------------------        ---------------

GUARANTOR ACKNOWLEDGEMENT:
Meadow Valley Corporation

By: /s/ Bradley E. Larson  Title: President
   -----------------------       ----------
Ready Mix, Inc.

By:  /s/ Clint Tryon       Title: Sec/Treas
   --------------------         ----------




Including all present and future attachments and accessories thereto and replacements and proceeds
thereof, including amounts payable under any insurance policy.


                                                          
Debtor:                                                         Secured Party:
MEADOW VALLEY CONTRACTORS, INC.                                 THE CIT GROUP/EQUIPMENT FINANCING, INC.

By: /s/ Kenneth D. Nelson                                       By:
   ----------------------------                                    ------------------------------------

Title: Vice President                                           Title:
      -------------------------                                       ---------------------------------



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EX-10.219

                                                                  EXHIBIT 10.219
                          L E A S E   A G R E E M E N T

         THIS Lease, made on JANUARY 25, 2003 by and between Oshkosh/McNeilus
Financial Services Partnership , a California general partnership hereinafter
called "Lessor" and Ready Mix, Inc. hereinafter called "Lessee".

                                  WITNESSETH:

For and in consideration of the mutual covenants and promises hereinafter set
forth, the parties hereto agree as follows:

1.   LEASE. Lessor hereby Leases to Lessee, and Lessee hereby leases and hires
     from Lessor, all machinery, equipment and other property described in (a)
     the schedule executed by the parties concurrently herewith or hereafter and
     made a part hereof, and (b) any schedule or schedules hereafter executed by
     the parties hereto and made a part hereof. All said machinery, equipment
     and other property described in all said schedules is hereinafter
     collectively called "Equipment" or "Leased Equipment", and all said
     schedules are hereinafter collectively called "schedule".

2.   TERM. The term of this Lease respecting each item of Equipment commences
     when said item of Equipment is delivered to Lessee. The term of this
     Lease ends on the date designated for such item in the schedule.

3.   RENT. The rent for any and every item of Equipment described in the
     schedule shall be the amount designated therefor in the schedule. Lessee
     shall pay Lessor said rent in advance, in the amounts and at the times set
     forth in the schedule, at the office of Lessor, or to such other person
     and/or at such other place as Lessor may from time to time designate in
     writing. All payments of rent or any other payments herein shall be in U.S.
     legal tender.

4.   DELIVERY USE AND OPERATION OF THE LEASED EQUIPMENT.

          (a) All units of Equipment shall be received directly from Lessor's
     supplier to Lessee. [Lessor authorizes one or more persons designated by
     Lessee as the authorized representative or representatives of Lessor to
     accept delivery of the Equipment.] Lessee agrees that the Equipment will be
     used by Lessee solely in the conduct of its business, Lessee will allow
     only qualified, properly licensed personnel selected, employed, and
     controlled by Lessee to operate the Equipment in a manner at all times
     complying with all applicable federal, state and local laws and
     regulations. Lessee shall be solely responsible for fines and penalties
     incurred in the use or operation of the Leased Equipment for violations of
     any statute, ordinance, by law or regulation of any duly constituted
     governmental authority. Lessee shall comply with all federal, state, county
     and municipal statutes, ordinances and regulations which may be applicable
     to the leasing, use or operation of the Leased Equipment hereunder and
     shall prepare and furnish to Lessor all documents, returns or forms legally
     required.

          (b) Lessee shall put the Leased Equipment only to the use contemplated
     by the manufacturer and shall use the Equipment in a proper and careful
     manner. Lessee shall affix to the Leased Equipment and maintain thereon
     such labels, plates or decals as may be provided by Lessor, or
     conspicuously mark said Leased Equipment with such language as Lessor may
     reasonably request, to the effect that such Leased Equipment is owned by
     Lessor. Lessee will keep the Equipment free and clear of all liens and
     encumbrances other than those which result from acts of Lessor. Lessor is
     hereby authorized at Lessee's expense to cause this Lease or any statement
     in respect thereto, showing the interest of the Lessor in the Leased
     Equipment, to be filed or recorded with any governmental office deemed
     appropriate by Lessor.

          (c) The Leased Equipment shall be located at the address of Lessee
     specified herein or such other place as shall be mutually agreed upon in
     writing between Lessor and Lessee. Lessee shall promptly advise Lessor of
     any circumstances with respect to location which may in any manner affect
     Lessor's title thereto.

5.   LESSEE'S INSPECTION: CONCLUSIVE PRESUMPTIONS, TAX INDEMNIFICATION. Lessee
     shall inspect the Equipment within forty-eight (48) hours after receipt
     thereof. Unless Lessee, within said period of time, gives written notice to
     Lessor specifying any defect in or other proper objection to the Equipment,
     Lessee agrees that it be conclusively presumed, as between Lessor and
     Lessee, that Lessee has fully inspected and acknowledged that the Equipment
     is in good condition and repair, and that Lessee is satisfied with and has
     accepted the Equipment in such good condition and repair.

        Lessee hereby represents, warrants and covenants that (i) at the time it
     is accepted pursuant to Paragraphs 1 and 5 of this Lease, each unit of
     Equipment will qualify in the hands of Lessor for all of the Tax Benefits
     specified in Section D of the schedule relating to such unit; and,(ii) at
     no time during the term of this Lease with respect to any Equipment will
     the Lessee take or omit to take, nor will it permit any sublessee or
     assignee to take or omit to take, any action (whether or not such act or
     omission is otherwise permitted by the terms of this Lease) which act or
     omission will result in the disqualification of any Equipment for, or the
     recapture of, all or any portion of such Tax Benefits. If as a result of a
     breach of any representation, warranty or covenant of the Lessee contained
     in this Lease any schedule, any certification or declaration delivered to
     Lessor by Lessee or in the Purchase Order relating to any unit of
     Equipment, (x) the tax advisor of Lessor (all references to Lease in
     Paragraph 5 of this Lease include Lessor and the consolidated taxpayer
     group of which Lessor is a member) shall determine that Lessor is not
     entitled to claim on its Federal income tax return all or any portion of
     the Tax Benefits with respect to any unit of Equipment; or (y) any such Tax
     Benefit claimed on the Federal income tax return of the Lessor is
     disallowed or adjusted by the Internal Revenue Service; or (z) any Tax
     Benefit is recomputed or recaptured (any such determination, disallowance,
     recomputation, or recapture being herein called a ("Loss"), then Lessee
     shall pay to Lessor as an indemnity as additional rent such amount, or from
     time to time such amounts, on the next succeeding rental payment date after
     written notice to Lessee by Lessor of such Loss, as shall, in the
     reasonable opinion of Lessor, cause Lessor's after-tax economic yields and
     cash flows being hereinafter called the "Net Economic Return" to equal the
     Net Economic Return that would have been realized by Lessor if such Loss
     had not occurred. The amount payable to Lessor pursuant to this paragraph
     shall be payable upon written statement describing in reasonable detail
     such Loss and the computation of the amount so payable.

        Lessee recognizes that the following acts, among others, may result in a
     Loss: (A) sublease of Equipment to or other use of Equipment by a
     tax-exempt entity, governmental entity, or foreign person, (B) personal,
     nonbusiness use of the Equipment, or (C) use of the Equipment outside the
     United States.

6.   LESSOR'S INSPECTION. Lessor or Lessor's designee, shall at any times during
     business hours have the right to enter into and upon the premises where the
     Equipment may be located for the purpose of inspecting the same or
     observing its use. Lessee

     shall give Lessor immediate notice of any attachment or other judicial
     process affecting any item of Equipment and shall, whenever requested by
     Lessor, advise Lessor of the exact location of the Equipment.

7.   ALTERATIONS.  Without the prior written consent of Lessor, Lessee shall not
     make any alterations, additions or improvements to the Equipment. All
     additions and improvements of whatsoever kind or nature made to the
     Equipment shall belong to and become the property of Lessor upon the
     expiration, or earlier termination, of this Lease.

8.   MAINTENANCE AND REPAIRS.  Lessee, at its sole cost and expense, will (i)
     furnish complete, suitable and adequate maintenance service for the
     Equipment, including, but not limited to, washing, cleaning, oiling,
     greasing and inspection, and (ii) furnish all fuel, oil and other
     lubricants for the Equipment and (iii) provide all tires and tubes
     necessary for the operation of the Equipment. Lessee, at its own expense
     and cost, shall keep the Equipment in (at all times) good repair, condition
     and working order, and shall furnish any and all funds, labor, parts,
     mechanisms, and devices required to keep the Equipment in good mechanical
     and working order. Any replacement parts installed by Lessee shall become
     part of the Equipment, shall be owned by the Lessor, and shall be subject
     to the terms and conditions of this Agreement.

9.   LOSS AND DAMAGE: STIPULATED LOSS VALUE.  Lessee hereby assumes and shall
     bear the entire risk of loss and damage to the Equipment from any and every
     cause whatsoever, including requisition by a governmental agency or entity.
     No loss or damage to the Equipment or any part thereof shall impair any
     obligation of Lessee under this Lease which shall continue in full force
     and effect. In the event of loss or damage of any kind whatever to any item
     of Equipment, Lessee, at Lessee's sole cost and expense and at the option
     of Lessor shall:

     (a)  Place the same in good repair, condition and working order; or

     (b)  Replace the same with like Equipment in good repair, condition and
          working order whereupon such replacement Equipment, if deemed
          satisfactory to Lessor (in its sole and absolute discretion) shall
          become the sole property of Lessor and shall be substituted for the
          lost or damaged Equipment under this Lease and shall be subject to all
          of the terms hereof; or,

     (c)  If same is determined by Lessor to be lost, stolen, destroyed or
          damaged beyond repair, pay Lessor therefor in cash the "Stipulated
          Loss Value" as set forth in the schedule for such equipment. Upon such
          payment this Lease shall terminate with respect to such item of
          Equipment so paid for and Lessee thereupon shall become entitled to
          such item of Equipment as-is-where-is without warranty, express or
          implied, with respect to any matter whatsoever.

10.  SURRENDER.  Upon the expiration or earlier termination of this Lease, with
     respect to any item of Equipment, Lessee shall (unless Lessee has paid
     Lessor in cash the "Stipulated Loss Value" of such item of Equipment
     pursuant to paragraph 9 hereof) promptly return the same to Lessor in good
     repair, condition and working order, reasonable wear and tear resulting
     from proper use thereof alone excepted, in the following manner as may be
     specified by Lessor:

     (a)  By delivering such item of Equipment at Lessee's cost and expense to
          such place as Lessor shall specify within the city or county in which
          the same was delivered to Lessee or to which same was moved with the
          written consent of Lessor; or

     (b)  By loading such item of Equipment at Lessee's cost and expense on
          board such carrier as Lessor shall specify and shipping the same,
          fully insured against loss or damage, freight collect, to the
          destination designated by Lessor.

     Prior to so returning any such item of Equipment, Lessee shall, at its own
     cost and expense pay for any repairs required to place the affected units
     of Equipment in the same condition as when received by Lessee, reasonable
     wear and tear excepted. As applied to any unit of Equipment, "reasonable
     wear and tear" shall mean that such unit has been maintained by Lessee in
     "Average Saleable Condition". "Average Saleable Condition" shall be
     satisfied when all of the following minimum standards are met:

     (A)  Tires: All tires shall be round, black, hold air and be of the same
          type (original size) and manufacturer (i.e., matched), and have a
          minimum of fifty percent (50%) remaining tread.

     (B)  Transmission, Rear Axle and Engine: The transmissions and rear axle
          must meet the manufacturer's minimum operation specifications as
          determined by standard testing procedures. The engine must have been
          maintained in accordance with manufacturer's recommendations,
          including overhauling as required. At the time of return, the engine
          must be capable of meeting manufacturer's minimum operational
          specifications while under full load. Determinations of whether or not
          these specifications are met shall be made by subjecting such engine
          to crankcase, manifold pressure and dynamometer tests as well as a
          road test, which tests must be performed by a factory-authorized
          service center.

     (C)  Mixer Components: All excess concrete or build up of concrete in or on
          the mixer shall have been removed, and the drum shall be free of
          concrete, jack hammer extrusions and sledge hammer indentations or if
          Refuse Components: The Refuse body and packing mechanism must be
          operational with all options intact and in proper operating condition.
          The hydraulic systems and cylinders shall be in proper working
          condition without any leaks or damage.

     (D)  General Condition: With respect to each unit, all body damage to
          doors, fenders, chassis and the like shall have been fully repaired,
          and the cost of necessary repairs for damages to exterior and interior
          materials may not exceed $250.00. All lights must be in proper
          operating condition, with lenses not cracked or broken. Windows and
          any glass shall not be broken, chipped or cracked. All operating
          components of the vehicle must meet applicable motor vehicle
          inspection standards and be able to perform their function as
          originally intended. All mechanical and electrical Equipment,
          including radios, heaters and air conditioner units must be in proper
          operating condition. The vehicle must pass Department of
          Transportation inspection upon its return to the lessor.

     (E)  Documents and Records: Maintenance records, maintenance record
          jackets, repair orders, license plates, registration certificates and
          all other similar documents, in their entirety, are held in or affixed
          on the unit of Equipment or are otherwise delivered to Lessor.

11.  INSURANCE.  Lessee shall keep all Equipment insured against all risks of
     loss or damage from every cause whatsoever for not less than the higher of
     Stipulated Loss Value thereof or the full replacement cost thereof, in
     either case as determined by Lessor and shall carry at least bodily
     injury/property damage liability insurance in the amount of $1,000,000.00
     combined single limit. All said insurance shall be in form and amount and
     with companies approved by Lessor and shall be in the joint names of
     Lessor, Lessor's assignee hereunder, and Lessee. Lessee shall pay the
     premiums thereof and deliver said policies, or duplicates thereof, to
     Lessor concurrently herewith and on each policy renewal date hereafter.
     Each insurer shall agree, by endorsement upon the policy or policies issued
     by it or by independent instrument furnished to Lessor, that it will give
     Lessor not less than thirty (30) days written notice before the policy in
     question or the coverage provided thereby shall be altered,



     canceled, or the coverage terminated [ILLEGIBLE] or allowed to expire.
     Lessee shall deliver to Lessor [ILLEGIBLE] an original certificate of
     insurance for each such policy or renewal thereof in detail reasonably
     satisfactory to Lessor. The proceeds of such insurance, at the option of
     Lessor, shall be applied (a) toward the replacement, restoration or repair
     of the Equipment or (b) toward payment of the obligations of Lessee
     hereunder. Lessee hereby appoints Lessor as Lessee's attorney in fact to
     make claim for, receive payment of, and execute and endorse all documents,
     checks, or drafts for, loss or damage under said insurance policy. Lessee
     shall not utilize the Equipment in any manner or location which would cause
     the Equipment and/or its use not to be covered by such insurance policies.

12.  TAXES. Lessee shall keep the Equipment free and clear of all levies, liens,
     and encumbrances. Lessee, or Lessor at Lessee's expense, shall report, pay
     and discharge when due (i) all license and registration fees, assessments,
     sales, use, property, gross receipts, and value-added taxes, whether or not
     the same shall be assessed against or in the name of Lessor or Lessee, (A)
     arising out of receipts from the Lease, use or operation of the Equipment,
     (B) imposed by any state, federal or local government or any agency or
     department thereof upon the Equipment or any item or portion thereof or the
     purchase use, operation or leasing of the Equipment or otherwise in any
     manner with respect thereto (ii) all other taxes, fees and governmental
     charges similar or dissimilar to the foregoing (excluding any net income
     tax on the income of Lessor, provided that Lessee agrees to pay (x) that
     portion of any such net income tax which is in direct substitution for, or
     which relieves Lessee from, a tax which Lessee would otherwise be obligated
     to pay under the terms of this paragraph and (y) any additional state
     income tax liability of Lessor resulting from the use of the Equipment in
     violation of paragraph 4(c) hereof, together with any penalties or interest
     thereon. If applicable law permits any such tax, assessment, or other fee
     to be contested without being paid. Lessee shall not be required to pay or
     discharge any such tax of assessment while it shall, in good faith by
     appropriate legal proceedings, and its own cost and expense, contest the
     validity thereof in any reasonable manner which will not affect or endanger
     the title and interest of Lessor to the Equipment; however, Lessee shall
     reimburse Lessor for any damages or expenses resulting from such failure to
     pay or discharge. If Lessee desires to contest any tax, fee or assessment
     imposed on Lessor, Lessor shall assist in such contest, provided that the
     timing and manner of such contest is consistent with Lessor's timing and
     manner for contesting other similar taxes, fees or assessments and that
     Lessee pays all cost and expenses associated with such contest.

13.  LESSOR'S PAYMENT. In case of failure of Lessee to procure or maintain the
     insurance required by paragraph 11 hereof or to pay fees, assessments,
     charges and taxes, it is required to pay under paragraph 12 hereof, Lessor
     shall have the right, but shall not be obligated, to effect such insurance,
     or pay said fees, assessments, charges and taxes, as the case may be. In
     that event, the cost thereof shall be repayable to Lessor with the next
     installment of rent, and failure to repay the same shall carry with it the
     same consequence, including interest at one and one-half per cent (1 1/2%),
     or the highest legal interest rate, whichever is less, per month, or any
     part thereof, as failure to pay an installment of rent.

14.  DISCLAIMER OF WARRANTIES AND LIMITATIONS OF DAMAGES.

     (a)  LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LIABILITY, CLAIM, LOSS,
          DAMAGE (DIRECT OR CONSEQUENTIAL) OR EXPENSE OF ANY KIND OR NATURE
          CAUSED, DIRECTLY OR INDIRECTLY, BY ANY EQUIPMENT OR ANY INADEQUACY
          THEREOF FOR ANY PURPOSE, OR ANY DEFICIENCY OR DEFECT (LATENT OR
          PATENT) THEREIN, OR THE USE OR MAINTENANCE THEREOF, OR ANY REPAIRS,
          SERVICING OR ADJUSTMENTS THERETO, OR ANY DELAY IN PROVIDING OR FAILURE
          TO PROVIDE ANY THEREOF, OR ANY INTERRUPTION OR LOSS OF SERVICE OR USE
          THEREOF, OR ANY LOSS OF BUSINESS, OR ANY DAMAGE WHATSOEVER AND HOWEVER
          CAUSED. LESSOR SHALL NOT, BY VIRTUE OF HAVING LEASED THE EQUIPMENT
          UNDER THIS LEASE, BE DEEMED TO HAVE MADE ANY REPRESENTATION OR
          WARRANTY, WHETHER WRITTEN OR ORAL OR EXPRESS OR IMPLIED, AS TO THE
          MERCHANTABILITY, FITNESS (FOR USE OR FOR ANY PARTICULAR PURPOSE),
          DESIGN OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR
          WORKMANSHIP IN THE EQUIPMENT.

               AS BETWEEN LESSOR AND LESSEE, LESSOR LEASES THE EQUIPMENT AS-IS,
          WITHOUT WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
          (i) THE FITNESS OR MERCHANTABILITY OF ANY ITEM OR ITEMS OF EQUIPMENT,
          (ii) LESSOR'S TITLE THERETO, (iii) LESSEE'S RIGHT TO THE QUIET
          ENJOYMENT THEREOF, OR (iv) ANY OTHER MATTER WHATSOEVER, IT BEING
          AGREED THAT ALL SUCH RISKS, AS BETWEEN LESSOR AND LESSEE ARE TO BE
          BORNE BY LESSEE. Lessee acknowledges that each unit of Leased
          Equipment subject to this Lease is of a type, size, design and
          capacity selected solely by Lessee. If the Leased Equipment does not
          operate as represented or warranted by the manufacturer or seller
          thereof, or is unsatisfactory for any reason, Lessee shall make any
          claim on account thereof solely against the manufacturer or seller and
          no such occurrence shall relieve Lessee of any of its obligations
          hereunder. Lessor hereby appoints and constitutes Lessee its agent and
          attorney-in-fact during the term of this Lease to assert and enforce
          from time to time, in the name and for the account of Lessor and
          Lessee, as their interests may appear, but in all cases at the sole
          cost and expense of Lessee, whatever claims and rights Lessor may have
          as owner of the Equipment against any suppliers, manufacturers or
          contractors in respect thereof; provided, however, that Lessor, in its
          sole discretion, may at any time and on a case-by-case basis revoke
          said appointment of Lessee as Lessor's agent and attorney-in-fact, and
          thereafter assert directly such claims and rights it may have as
          owner, but again at the sole cost and expense of Lessee. Any recovery
          in cash or cash equivalent under such warranty shall be made payable
          jointly to Lessee and Lessor. At Lessor's option, all cash proceeds or
          equivalent thereof from such warranty recovery shall be used to repair
          or replace the Leased Equipment.

     (b)  Inability of Lessee to use the Equipment due to any reason including,
          without limitation, any defect in or unfitness of the Equipment, any
          action by any governmental authority (including, without limitation,
          legislative, executive, administrative or judicial bodies) or any
          action by an independent supervisory agency, shall not relieve Lessee
          of the obligation hereunder to pay rentals for the full term of this
          Lease therefor, once the Equipment has been accepted or presumed
          accepted by Lessee under paragraph 5 hereof.

15.  INDEMNIFICATION BY LESSEE.

     (a)  Lessee covenants and agrees to indemnify, save harmless and defend
          Lessor, all officers, agents, and employees of Lessor, the parent
          companies and subsidiary companies of Lessor, their officers, agents
          and employees, and the manufacturers and distributors of the Leased
          Equipment, including but not limited to McNeilus Truck and
          Manufacturing,




          Inc., a Minnesota corporation (all hereinafter collectively called
          "Indemnitees") from and against any and all, losses, damages, fees,
          penalties, expenses, and injuries and from and against any and all
          claims, suits, actions, or legal proceedings of any kind brought
          against Indemnitees, or any of them for or on account of any person or
          persons, corporation or corporations, or on account of any injuries
          received or sustained by any person or persons in any manner, directly
          or indirectly caused by, incident to or growing out of the actual or
          alleged use, operation, or maintenance of the Leased Equipment between
          the time of delivery thereof to Lessee and the time of surrender
          thereof by Lessee to Lessor for disposition, including without
          limitation, traffic violations. Lessee further agrees to take upon
          itself the settlement of all claims and the defense of any suit or
          suits or legal proceedings of any kind brought to enforce such claim
          or claims, and to pay all judgments entered in such suit or suits and
          all costs, attorneys' fees or other expenses. Such settlements and
          defense efforts shall be conducted by a reputable attorney employed by
          Lessee and reasonably acceptable to Lessor. In any instance where
          said claims in any way affect an Indemnitees' interests under this
          Agreement, Lessee shall not consummate any settlement without the
          affected Indemnitees' prior written consent. Notwithstanding the
          foregoing, Lessor shall be entitled at any time, at its own cost and
          expense (but at Lessee's cost and expense if Lessee is not adequately
          representing or, because of a conflict of interest, may not adequately
          represent, any interest of Lessor), to participate in the defense
          and/or settlement of any such claims, suits or legal proceedings and
          to be represented by attorneys of its own choosing. If Lessor elects
          to participate in such defense, Lessee shall cooperate with Lessor in
          the conduct thereof.

     (b)  The indemnification, covenants, and other obligations contained in
          paragraph 15(a) shall continue in full force and effect
          notwithstanding the termination of this Agreement or the surrender of
          the Leased Equipment by Lessee.

     (c)  THE PROVISIONS OF THIS PARAGRAPH 15 COMPREHEND, INCLUDE, AND COVER,
          BUT ARE NOT LIMITED TO, CLAIMS HOWEVER ARISING, WHETHER BY REASON OF
          NEGLIGENCE, BREACH OF WARRANTY, DEFECT IN MANUFACTURE, MAINTENANCE, OR
          OTHERWISE, ON THE PART OF ANY ONE OR MORE OF THE INDEMNITEES, OR ANY
          OTHER PARTY TO THIS LEASE, EVEN THOUGH STRICT LIABILITY IS CLAIMED.

     (d)  With the exception of Lessor, the above named Indemnitees are intended
          as third-party beneficiaries to this Lease. By entering into the
          covenants to indemnify in paragraph 15(b), Lessee intends to benefit
          all Indemnitees. Lessee's agreement to so indemnify is given in
          consideration for the agreement by Lessor to enter into this Lease.
          Lessee understands and agrees that, with the exception of Lessor, all
          above named Indemnitees have no liability or obligation to Lessee
          under the terms of this Lease and that said Indemnitees are named in
          this Lease solely as beneficiaries of Lessee's covenants to indemnify
          assumed in this paragraph 15.

     (e)  The indemnification contained in paragraph 15(a) shall cover all
          costs and expenses incurred by Indemnitees in connection with an
          indemnification claim including, without limitation, attorney's fees.

16.  SECURITY.  As security for the prompt and full payment of the rent, and the
     faithful and timely performance of all provisions of this Lease, and any
     extension or renewal thereof, on its part to be performed, Lessee has
     pledged and deposited with Lessor the amount or amounts set forth in the
     schedule. In the event any default shall be made in the performance of any
     of the covenants on the part of Lessee herein contained with respect to any
     items of Equipment, Lessor shall have the right, but shall not be
     obligated, to apply any or all of said security to the curing of such
     default.  Any such application by Lessor shall not be a defense to any
     action by Lessor arising out of said default; and, upon demand, Lessee
     shall restore said security to the full amount or amounts set forth in the
     schedule.  Upon the expiration, or earlier termination of this Lease, or
     any extension or renewal thereof, provided Lessee has paid all of the rent
     herein called for and fully performed all of the other provisions of this
     Lease on its part to be performed, Lessor will return to Lessee any then
     remaining balance of said security.

17.  DEFAULT.  If Lessee with regard to any item or items of Equipment fails to
     pay any rent or other amount herein provided within fifteen (15) days after
     the same is due and payable, or if Lessee with regard to any item or items
     of Equipment fails to observe, keep or perform any other provision of this
     Lease required to be observed, kept or performed by Lessee, or if Lessee
     commits or omits any act which Lessor reasonably determines to impair
     Lessee's prospect of making payments or performing any of the other
     covenants required by Lessee hereunder, Lessor shall have the right to
     exercise any one or more of the following remedies:

     (a)  To declare the entire amount of rent hereunder immediately due and
          payable as to any or all items of Equipment, without notice or demand
          to Lessee.

     (b)  To sue for and recover all rents, and other payments, then accrued or
          thereafter accruing, with respect to any or all items of Equipment.

     (c)  To take possession of any or all items of Equipment, without demand or
          notice, wherever the same may be located, without any court order or
          other process of law. Lessee hereby waives any and all damages
          occasioned by such taking of possession. Any said taking of possession
          shall not constitute a termination of this Lease as to any or all
          items of Equipment unless Lessor expressly so notifies Lessee in
          writing.

     (d)  To terminate this Lease as to any or all items of Equipment.

     (e)  To pursue any other remedy at law or equity.

        Notwithstanding any said repossession, or any other action which Lessor
     may take, Lessee shall be and remain liable for the full performance of all
     obligations on the part of Lessee to be performed under this Lease. All
     such remedies are cumulative and may be exercised concurrently or
     separately.

18.  BANKRUPTCY. Neither this Lease nor any interest therein is assignable or
     transferable by operation of law. If any proceeding under the Bankruptcy
     Act, as amended, is commenced by or against the Lessee, or if the Lessee is
     adjudged insolvent, or if the Lessee makes any assignment for the benefit
     of its creditors, or if a writ of attachment or execution is levied on any
     item or items of the Equipment and is not released or satisfied within ten
     (10) days thereafter, or if a receiver is appointed in any proceeding or
     action to which the Lessee is a party with authority to take possession or
     control of any item or items of the Equipment, Lessor shall have and may
     exercise any one or more of the remedies set forth in paragraph 17 hereof;
     and this Lease shall, at the option of Lessor, without notice, immediately
     terminate and shall not be treated as an asset of Lessee after the exercise
     of said option.

19.  CONCURRENT REMEDIES. No right or remedy herein conferred upon or reserved
     to Lessor is exclusive of any other right or remedy herein or by law or
     equity provided or permitted; but each shall be cumulative of every other
     right or remedy given

    hereunder or now or hereafter existing at law or in equity or by statute or
    otherwise [illegible] may be enforced concurrently therewith or from time to
    time.

20. LESSOR'S EXPENSES. Lessee shall pay Lessor all costs and expenses, including
    attorneys' fees, incurred by Lessor in exercising any of its rights or
    remedies hereunder or enforcing any of the terms, conditions, or provisions
    hereof.

21. ASSIGNMENT. WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT
    (a) ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS LEASE, THE EQUIPMENT OR ANY
    PART THEREOF, OR ANY INTEREST THEREIN, OR (b) SUBLET OR LEND THE EQUIPMENT
    OR ANY PART THEREOF, OR PERMIT THE EQUIPMENT OR ANY PART THEREOF TO BE USED
    BY ANYONE OTHER THAN LESSEE OR LESSEE'S EMPLOYEES. CONSENT BY LESSOR TO ANY
    OF THE FOREGOING PROHIBITED ACTS APPLIES ONLY IN THE GIVEN INSTANCE AND IS
    NOT A CONSENT TO ANY SUBSEQUENT LIKE ACT BY LESSEE OR ANY OTHER PERSON.

        SUBJECT ALWAYS TO THE FOREGOING, THIS LEASE INURES TO THE BENEFIT OF AND
    IS BINDING UPON, THE HEIRS, LEGATEES, PERSONAL REPRESENTATIVES, SUCCESSORS
    AND ASSIGNS OF THE PARTIES HERETO.

22. LESSOR'S ASSIGNMENT. All rights of Lessor hereunder may be assigned,
    pledged, mortgaged, transferred, or otherwise disposed of, either in whole
    or in part, without notice to Lessee. If Lessor assigns this Lease or the
    rentals due or to become due hereunder or any other interest herein, whether
    as security for any of its indebtedness or otherwise, no breach or default
    by Lessor hereunder or pursuant to any other agreement between Lessor or
    Lessee, should there be one, shall excuse performance by Lessee of any
    provision hereof, and Lessee hereby waives and is stopped from asserting any
    defense, legal or equitable, pursuant to this Lease or otherwise, against
    any assignee hereunder. No such assignee shall be obligated to perform any
    duty, covenant or condition required to be performed by Lessor under the
    terms of this Lease.

        It is hereby agreed that the rights of the Lessee are subject and
    subordinate to any lien given by Lessor to secure the purchase price of the
    Equipment Leased hereby. Lessee acknowledges that any assignment or transfer
    by Lessor shall not materially change Lessee's duties or obligations under
    this Lease nor materially increase, the burdens or risks imposed on Lessee.
    Lessee agrees that Lessor may assign or transfer this Lease or Lessor's
    interest in the Equipment even if said assignment or transfer could be
    deemed to materially affect the interests of Lessee.

23. OWNERSHIP. The Equipment is, and shall at all times be and remain, the sole
    and exclusive property of Lessor; and the Lessee shall have no right, title
    or interest therein or thereto except as expressly set forth in this Lease.

24. PERSONAL PROPERTY. The Equipment is, and shall at all times be and remain,
    personal property notwithstanding that the Equipment, or any part thereof,
    may now be, or hereafter become, in any manner affixed or attached to, or
    imbedded in, or permanently rested upon, real property or any building
    thereon, or attached in any manner to what is permanent as by means of
    cement, plaster, nails, bolts, screws, or otherwise.

25. LATE PAYMENTS. Should Lessee fail to pay any part of the rent herein
    reserved or any other sum required to be paid by Lessee to Lessor later than
    10 (10) dates after the due date thereof, Lessee shall pay unto the Lessor a
    late charge equal to 5% of such delinquent payment.

26. OFFSET. Lessee hereby waives any and all existing and future claims, and
    offsets, against any rent or other payments due hereunder; and agrees to pay
    the rent and other amounts hereunder regardless of nay offset or claim which
    may be asserted by Lessee or on its behalf.

27. NON WAIVER. No covenant or condition of this Lease can be waived except by
    the written consent of Lessor. Forbearance or indulgence by Lessor in any
    regard whatsoever shall not constitute a waiver of the covenant or condition
    to be performed by Lessee to which the same may apply, and, until complete
    performance by Lessee of said covenant or condition, Lessor shall be
    entitled to invoke any remedy available to Lessor under this Lease or by law
    or in equity despite said forbearance or indulgence.

28. ADDITIONAL DOCUMENTS. If Lessor shall so request, Lessee shall execute and
    deliver to Lessor such documents as Lessor shall deem necessary or desirable
    for purposes of recording or filing to protect the interest of Lessor in the
    Equipment.

29. ENTIRE AGREEMENT. This Lease together with the schedule and any statements,
    certificates and addendums executed in connection with the execution of this
    Lease and/or schedule constitutes the entire agreement between Lessor and
    Lessee; and they shall not be amended, altered or changed except by a
    written agreement signed by the parties hereto. Each schedule shall
    constitute a separate lease incorporating the terms of this Master Lease. To
    the extent required to satisfy section 7701(h) of the Internal Revenue Code,
    the agreement also includes documents relating to the Lessor's financing of
    acquisition of Equipment.

30. NOTICES. All notices under this Lease shall be in writing. Service of all
    notices under this Lease shall be sufficient if given personally or mailed
    to the party involved at its respective address herein set forth, or at such
    address as such party may provide in writing from time to time. Any such
    notice mailed to such address shall be effective when deposited in the
    United States mail, duly addressed and with postage prepaid.

31. GENDER; NUMBER. Whenever the context of this Lease requires, the neuter
    gender includes the masculine or feminine, and the singular number includes
    the plural; and whenever the word "Lessor" is used herein, it shall include
    all assignees of Lessor. If there is more than one Lessee named in the
    Lease, the liability of each shall be joint and several.

32. TITLES. The titles to the paragraphs of this Lease are solely for the
    convenience of the parties, and are not an aid in the interpretation of the
    instrument.

33. TIME. Time is of the essence of this Lease and each and all of its
    provisions.

34. GOVERNING LAW. The laws of the State of Minnesota shall govern all questions
    or disputes relating to the interpretation, performance, validity,
    enforcement or effect of this Agreement.

35. STATUTE OF LIMITATIONS. Any action by Lessee against Lessor for any default
    by Lessor under this Lease, including breach of warranty or indemnity, shall
    be commenced within one (1) year after any such cause of action accrues.

36. FINANCE LEASE. Lessor and Lessee agree that this Lease is a "Finance Lease"
    as defined in Section 336.2A-103 of the Minnesota Statutes (1989). The
    Lessor has not selected, manufactured or supplied the Equipment. The Lessor
    acquired the Equipment in connection with this Lease. The Lessee has
    received a copy of the contract evidencing the Lessor's purchase of the
    Equipment on or before the signing of the Lease contract or the Lessee has
    approved of the contract evidencing the Lessor's purchase of the Equipment.
    Lessee accepts the provisions of said contract and agrees to be bound by all
    waivers of warranties and limitations of damages recoverable from the
    manufacturer of said Equipment.

     37.  JURY TRIAL WAIVER BOTH PARTIES TO THIS AGREEMENT HEREBY WAIVE ANY AND
          ALL RIGHT TO ANY TRIAL BY JURY IN ANY ACTION OR PROCEEDINGS DIRECTLY
          OR INDIRECTLY HEREUNDER.

     38.  ASSIGNEE NOTIFICATION Lessee acknowledges and agrees that all of the
          rights under the Lease in and to the Leased Property, including
          Lessee's right to possession of the Leased Property, are subordinate,
          junior, and subject to the rights and claims of any assignee of
          Lessor's rights under the Lease and any such Assignee's successors and
          assigns (the "Assignee") against the Leased Property under any
          instrument, lease, mortgage or title retention or other security
          agreement, whether now existing or hereafter created, including but
          not limited to the right of the Assignee to take possession of the
          Leased Property. Lessee consents and agrees to the assignment to any
          Assignee of (I) all monies due or to become due to Lessor under the
          lease and (II) all rights and privileges of Lessor under the Lease.
          Lessee promises and agrees to settle all claims against Lessor
          directly with Lessor and hereby waives, relinquishes, and disclaims as
          to the Assignee all counterclaims, rights of set-off, and defenses
          Lessee may have against Lessor, including any right to withhold
          payment of or to refrain from paying, any monies that are due or to
          become due under the terms of the Lease, except that Lessee shall not
          be liable to Assignee for monies paid to Lessor in accordance with the
          terms of the Lease prior to the time Assignee notifies Lessee to pay
          Assignee directly. Thereafter, the Lessee agrees to pay directly to
          the Assignee all monies owing under the Lease. Lessee represents that,
          except as stated in the Lease, it has not prepaid any rentals or other
          monies owing under the Lease, and no deposits have been made.  Lessee
          agrees and acknowledges that Assignee will not assume and will not
          have any obligations or liabilities under the Lease to Lessee or to
          any other person by reason of any aforementioned assignment or
          otherwise. Lessee agrees that it will not, without Assignee's prior
          written consent: (I) prepay rentals or other monies owing under the
          Lease, (II) modify or amend the Lease, (III) assign or sublet its
          rights under the Lease or in the Leased Property, (IV) exercise any of
          its rights under the Lease which are exercisable only with the consent
          of Lessor, or (V) return the Leased Property to Lessor, Lessee hereby
          acknowledging and agreeing to hold the Leased Property as bailee for
          Assignee for the purpose of perfecting Assignee's lien, title
          retention and/or security interest in the Leased Property as against
          Lessor and its creditors. Lessee represents that it has no purchase or
          renewal option concerning the Leased Property other than as stated in
          the Lease.  Lessee agrees that, at the same time it sends to Lessor
          any notice under the Lease, it will send a copy thereof to Assignee at
          such Addresses as Assignee may specify from time to time in writing.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNTIL APPROVED AND SIGNED AT OFFICE
     OF LESSOR IN MINNESOTA.

     NO ORAL AGREEMENT, GUARANTEE, PROMISES, REPRESENTATION OR WARRANTY SHALL
     BE BINDING. IF ANY CHANGES ARE TO BE MADE IN THIS LEASE AGREEMENT, THEY
     SHALL BE IN WRITING SIGNED BY THE PARTIES HERETO.

     IN WITNESS WHEREOF the parties hereto have executed these presents the
     day and year first above written.



        OSHKOSH/McNEILUS FINANCIAL
        SERVICES PARTNERSHIP     LESSOR                                   LESSEE

     BY:OSHKOSH/McNEILUS FINANCIAL                       Ready Mix, Inc.
        SERVICES, INC., its general partner              3430 East Flamingo Road
     P.O. Box 70, County Road 34 East                    Las Vegas, NV  89121
     Dodge Center, MN  55927

     By:  /s/ Jon Olson                            By:  /s/ Robert R. Morris
         ----------------------------                   ------------------------

  Name:   Jon Olson                              Name:     Robert R. Morris
        -----------------------------                   ------------------------

  Title:  Leasing Manager                        Title:   President
        -----------------------------                  -------------------------

                          CERTIFICATE OF RESOLUTION TO

                Oshkosh/McNeilus Financial Services Partnership

    I, Clint Tryon, Secretary of Ready Mix, Inc., incorporated in the State of
Nevada do hereby certify that the following resolutions have been duly adopted
by the Board of Directors of that corporation

[x] at a meeting of said Board and duly called held June 17, 2002

                                       OR

[ ] by unanimous written action of said Board, as allowed by statute, effective

_________________ and that such resolutions have not been amended, modified or
 otherwise altered and are in full force and effect on the date hereof:

                                    RESOLVED, That any "One" of the following:
                                                 ("one" or "two")


   Name and Title
                                                                
Robert R Morris                                    , President           /s/ Robert R. Morris
- ---------------------------------------------------                      ----------------------
ALAN TERRIL                                        , Vice President      /s/ Alan Terril
- ---------------------------------------------------                      ----------------------
Clint Tryon                                        , Secretary           /s/ Clint Tryon
- ---------------------------------------------------                      ----------------------
Clint Tryon                                        , Treasurer           /s/ Clint Tryon
- ---------------------------------------------------                      ----------------------

- ---------------------------------------------------, Other               ----------------------

hereby is or are authorized, for and on behalf of this corporation, at any time
or from time to time to Lease Equipment, machinery, furniture, fixtures, and
other property, personal or mixed from Oshkosh/McNeilus Financial Services
Partnership,(the "Lessor"), in such quantities, for such times, at such rentals,
and upon such terms as he, she or they may see fit, to execute and deliver Lease
agreements to evidence the same, to assign to said Lessor this corporations's
rights to purchase any Equipment so to be Leased, to execute and to exercise
options to renew any such Leases or purchase any Leased Equipment, to accept
delivery of said Leased Equipment, to modify or extend the terms  of any of the
foregoing, to give guaranties or other undertakings to said Lessor, to execute
financing statements covering such Leased Equipment, and to do and perform such
acts and things, to sign such instruments, documents, agreements and
certificates and to take such other steps as may be necessary, appropriate or
desirable to carry out the intent of this resolution, all of the foregoing to be
done in such form and on such terms and conditions as the officer or officers
performing or executing the same shall approve, such approval to be conclusively
evidenced by the performance or execution thereof.


                   IN WITNESS WHEREOF, I have hereunto set my hand and the seal
of said corporation this 10th day of December   2002.

                                          /s/         Clint Tryon
                                        ----------------------------------------
                                                      Secretary



                         CORPORATE TRUE LEASE GUARANTY
                Oshkosh/McNeilus Financial Services Partnership,
            County Road 34 East, P.O. Box 70 Dodge Center, MN 55927

To induce you to enter into a Lease, with you as Lessor and Ready Mix, Inc. as
Lessee, which Lease was executed by Lessee on January 25, 2003 and covers the
Equipment described in the Lease and any Schedule now or hereafter made a part
thereof but without in any way binding you to enter into the Lease, the
undersigned, for good and valuable consideration, does hereby guarantee to you,
your successor and assigns, the due, regular and punctual payment of the total
rental as provided in the Lease, and any Schedules now or hereafter made a part
thereof, whether it represents an original balance, a casualty or stipulated
loss value, a balance reduced by part payment, or a deficiency after sale of
Equipment or otherwise and does hereby further guarantee that the Lessee will
faithfully perform and fulfill all agreements and obligation provided in the
Lease at the time and in the manner therein provided. Undersigned does hereby
further guarantee to pay on demand all losses, costs, attorney's fees or
expenses which may be suffered by you by reason of Lessee's default or default
of the undersigned. The undersigned agrees that nothing hereby shall be deemed
to render this Guaranty in any way conditional, or to require you first to seek
or exhaust any remedy against Lessee, its successors, or assigns, or any other
person obligated or liable under said Lease, this Guaranty or any other
instrument; and it is agreed that you may, upon default of Lessee, or at any
time thereafter, make demand upon and receive payment of any sum or performance
of any covenant or agreement hereunder guaranteed by the undersigned, with or
without notice or demand for payment or performance by Lessee, its successors or
assigns, or any other person. Undersigned waives any and all impairment of its
rights (including, but not limited to, the release of any obligor or collateral
or any part thereof (with or without substitution), failure to perfect or
maintain the perfection of any interest in any collateral or property, or
failure to have title to the Lease Equipment) whether intentional or negligent,
by operation of law or otherwise.

     Notice of acceptance of the guaranty and of any default by the Lessee or
any other person is hereby waived. Presentment, protest, demand, and notice of
protest, demand and dishonor of the Lease, and the exercise of possessory,
collection or other remedies on the Lease, are hereby waived. Notice of adverse
change in Lessee's financial condition or of any other fact which might
materially increase the risk of the undersigned is also waived, and the
undersigned agrees that you shall not be required to first foreclosure, proceed
against, or exhaust any collateral or security for any indebtedness or
obligation hereby guaranteed, before requiring the undersigned to pay the full
amount of liability hereby created. Suit may be brought and maintained against
the undersigned, at your election, without joinder of the Lessee or any other
person as parties thereto. The extension of the time of payment or the renewal
of the Lease or the extension of the time of performance of agreements or the
expansion of the Equipment covered by the Lease or any other indulgence may be
granted to the Lessee, its successors or assigns, or any other person, without
notice to the undersigned, and all settlements, compromises, accounts stated and
agreed balances made in good faith between the Lessee, its successors and
assigns and you shall be binding upon and shall not affect the liability of the
undersigned. The undersigned's obligations hereunder shall in no way be affected
or impaired by (i) Lessee's voluntary or involuntary bankruptcy, assignment for
the benefit of creditors, reorganization or similar proceedings affecting the
Lessee or any of its assets, and (ii) the release of Lessee from any of its
agreements contained in the Security Agreements by operation of law or
otherwise. THE UNDERSIGNED AGREES NOT TO SEEK CHANGE IN VENUE FROM ANY
JURISDICTION AND COURT IN WHICH ANY ACTION, PROCEEDING OR LITIGATION IS BROUGHT
BY YOU. As used in this Guaranty, the word "person" shall include any
individual, corporation, or partnership, and refers to the undersigned and to
anyone absolutely, contingently, partly or wholly liable for payment and/or
performance of the Lessee's obligations being guaranteed hereunder. This
Guaranty and each of its provisions may only be waived, modified, varied,
released, terminated or surrendered, in whole or in part, by a duly authorized
written instrument signed by you. No failure by you to exercise your rights
hereunder shall give rise to any estoppel against you, or excuse the undersigned
from performing hereunder. Your waiver of any right to demand performance
hereunder shall not be waiver of any subsequent or other right to demand
performance hereunder.

     The undersigned further agrees that, without notice to the undersigned,
this Guaranty may be assigned at any time or from time to time, in whole, or in
part, to any assignees of Lessor's interest in the said Lease. This Guaranty
shall bind the undersigned's successors and assigns and the benefits thereof
shall extend to and include your successors and assigns. In the event of default
hereunder, you may at any time inspect undersigned's records, or at your option,
undersigned shall furnish you with a current independent audit report.

     If any provisions of this Guaranty are in conflict with any applicable
statute, rule or law, then such provisions shall be deemed null and void to the
extent that they may conflict therewith, but without invalidating any other
provisions hereof. Each signatory on behalf of a corporate guarantor warrants
that he had authority to sign on behalf of such corporation and by so signing,
to bind said guarantor corporation hereunder.

     The laws of the State of Minnesota shall govern all questions or disputes
relating to the interpretation, performance, validity, enforcement or effect of
this Agreement.

IN WITNESS WHEREOF, this Guaranty is executed the day and year above written.

                     Guarantor:  Meadow Valley Corporation

                            By:  /s/ Clint Tryon
                                -------------------------------
                          Name:  Clint Tryon
                                -------------------------------
                         Title:  Sec/Treas.
                                -------------------------------

EX-10.220

                                                                 EXHIBIT 10.220



                 INSTALLMENT SALE CONTRACT (SECURITY AGREEMENT)

PURCHASER(S):                           SELLER (DEALER);
MEADOW VALLEY CONTRACTORS, INC.         WAGNER EQUIPMENT CO.
4411 S. 40TH ST                         4000 OSUNA ROAD N.E.
PHOENIX, AZ 85040                       P.O. BOX 25007
                                        ALBUQUERQUE, New Mexico 87125-0007

County: MARICOPA
- --------------------------------------------------------------------------------
Subject to the terms and conditions set forth below and on the reverse side
hereof, Seller hereby sells the equipment described below (the "Unit" or
"Units") to Purchaser, and Purchaser (if more than one, jointly and severally),
having been offered both a cash sale price and a time sale price, hereby buys
the Units from Seller on a time sale basis.
- --------------------------------------------------------------------------------


NEW   (IF USED)                                                        DELIVERED
OR    FIRST                                                            CASH SALE
USED  USED       MODEL     DESCRIPTION OF UNIT(S)        SERIAL #        PRICE
- ----  ----       -----     ----------------------        --------      ---------
                                                       
(1)             3306      CATERPILLAR GEN SET           8JJ00489      $31,550.00






- --------------------------------------------------------------------------------


                                                                                                    
FIRST     DESCRIPTION OF ADDITIONAL SECURITY                     Sub-Total ....................................... $31,550.00
USED         (MAKE,MODEL & SERIAL NUMBER)                        Sales Tax .......................................       0.00
- -----------------------------------------------------       1.   Total Cash Sale Price ........................... $31,550.00
                                                                 Cash Down Pay                           6,600.72
                                                                 Net Trade-in Allow                          0.00
- -----------------------------------------------------       2.   Total Down Payment .............................. $ 6,600.72
FIRST     DESCRIPTION OF TRADE-IN EQUIPMENT                 3.   Unpaid Balance of Cash Price (1-2) .............. $24,949.28
USED        (MAKE, MODEL & SERIAL NUMBER)                   4.   Official Fees (Specify) ......................... $   250.00
- -----------------------------------------------------            Document Fee                              250.00
                                                                 Other Fees                                  0.00
                                                            5.   Physical Damage Insurance ....................... $
                                                            6.   Principal Balance
- -----------------------------------------------------            (Amount Financed) (3 + 4 + 5) ................... $25,199,28
                                                            7.   Finance Charge
Trade-in Value                                0.00               (Time Price Differential)........................ $ 2,707.92
Less Owing to                                 0.00          8.   Time Balance
Net Trade-in Allowance                        0.00               (Total of Payments)(6+7) ........................ $27,907.20
                                                            9.   Time Sale Balance
Location of Units:  4411 S. 40TH ST                              (Total of Payment Price)((2+8) .................. $34,507.92
                    PHOENIX, AZ 85040, MARICOPA            10.   Annual Percentage Rate                                  6.75%
                                                           11.   Date FINANCE CHARGE begins to accrue _______________________


PURCHASER HEREBY SELLS AND CONVEYS TO SELLER THE ABOVE DESCRIBED TRADE-IN
EQUIPMENT AND WARRANTS IT TO BE FREE AND CLEAR OF ALL CLAIMS, LIENS, SECURITY
INTERESTS AND ENCUMBRANCES EXCEPT TO THE EXTENT SHOWN ABOVE.

     1.   PAYMENT: Purchaser shall pay to Seller, at or such other location
Seller designates in writing, the Time Balance (Item 8 above) as follows
[(check (a) or (b)]:

[X]  (a)  in 36 equal monthly installments of $775.20 each, with the first
installment due on 2/28/03, and the balance of the installments due on the like
day of each month thereafter, (except no payments shall be due during the
month(s) of n/a), until the entire indebtedness has been paid, or

[ ]  (b)  in accordance with the Payment Schedule attached to this Contract.

(Provisions of section 1 continued on reverse.)

              SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS
                       WHICH ARE A PART OF THIS CONTRACT.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED IN THIS CONTRACT.

NOTICE TO PURCHASER: (1) DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES; (2) YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT
YOU SIGN; (3) UNDER THE LAW YOU MAY HAVE THE RIGHT TO PAY OFF IN ADVANCE THE
FULL AMOUNT DUE AND TO OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE.

PURCHASER ACKNOWLEDGES RECEIPT OF A FULLY COMPLETED COPY OF THIS CONTRACT
EXECUTED BY BOTH PURCHASER AND SELLER.

Purchaser(s) and Seller have duly executed this Contract as of __________, 20__.

Purchaser(s):                           Seller:
MEADOW VALLEY CONTRACTORS, INC.         WAGNER EQUIPMENT CO.


By: /s/ Clint Tryon   1-21-03           By: /s/ Sal Thaker
    __________________________              __________________________


Name (PRINT)  Clint Tryon               Name (PRINT)  Sal Thaker
              ________________                        ________________

Title  Sec/Treas.                       Title  Finance Specialist
       _______________________                 _______________________

EX-10.221

                                                                  EXHIBIT 10.221

                 INSTALLMENT SALE CONTRACT (SECURITY AGREEMENT)

PURCHASER(S):                           SELLER (DEALER):
MEADOW VALLEY CONTRACTORS, INC.         WAGNER EQUIPMENT CO.
4411 S. 40TH ST.                        4000 OSUNA ROAD N.E.
PHOENIX, AZ 85040                       P.O. BOX 25007
                                        ALBUQUERQUE, New Mexico 87125-0007

County: MARICOPA                                                        K-236782


____________________________________________________________________________________________________________________________________
Subject to the terms and conditions set forth below and on the reverse side hereof, Seller hereby sells the equipment described
below (the "Unit" or "Units") to Purchaser, and Purchaser (if more than one, jointly and severally), having been offered both a
cash sale price and a time sale price, hereby buys the Units from Seller on a time sale basis.
____________________________________________________________________________________________________________________________________
   NEW         (IF USED)                                                                                            DELIVERED
   OR          FIRST   MODEL       DESCRIPTION OF UNIT(S)                            SERIAL#                        CASH SALE
   USED        USED                                                                                                     PRICE
____________________________________________________________________________________________________________________________________
                                                                                                         
(1)                    612DPG      PEP PEP SCREEN                                     971322                         $110,000.00



____________________________________________________________________________________________________________________________________

FIRST                             DESCRIPTION OF ADDITIONAL SECURITY
USED                              (MAKE, MODEL & SERIAL NUMBER)
____________________________________________________________________________________________________________________________________
                               



____________________________________________________________________________________________________________________________________
FIRST                              DESCRIPTION OF TRADE-IN EQUIPMENT
USED                               (MAKE, MODEL & SERIAL NUMBER)
____________________________________________________________________________________________________________________________________





____________________________________________________________________________________________________________________________________




                                                                                                      
Trade-in Value                                                                                               0.00
Less Owing to                                                                                                0.00
Net Trade-in Allowance                                                                                       0.00
Location of Units:                 4411 SO. 40TH ST.
                                   PHOENIX, AZ 85040, MARICOPA








____________________________________________________________________________________________________________________________________
                                                                                                 
     Sub Total .....................................................................................    $110,000.00
     Sales Tax .....................................................................................    $  4,301.25
1.   Total Cash Sale Price .........................................................................    $114,301.25
     Cash Down Pay                                                        36,000.00
     Net Trade-in Allow                                                        0.00
2.   Total Down Payment ............................................................................    $ 36,000.00
3.   Unpaid Balance of Cash Price (1-2) ............................................................    $ 78,301.25
4.   Official Fees (Specify) .......................................................................    $    250.00
     Document Fee                                                            250.00
     Other Fees                                                                0.00
5.   Physical Damage Insurance .....................................................................    $
6.   Principal Balance
     (Amount Financed) (3+4+5) .....................................................................    $ 78,551.25
7.   FINANCE CHARGE
     (Time Price Differential) .....................................................................    $  8,441.67
8.   Time Balance
     (Total of Payments)(6+7) ......................................................................    $ 86,992.92
9.   Time Sale Balance
     (Total of Payment Price)(2+8) .................................................................    $122,992.92
10.  ANNUAL PERCENTAGE RATE                                                                                    6.75%
11.  Date FINANCE CHARGE begins to accrue 1/29/03



PURCHASER HEREBY SELLS AND CONVEYS TO SELLER THE ABOVE DESCRIBED TRADE-IN
EQUIPMENT AND WARRANTS IT TO BE FREE AND CLEAR OF ALL CLAIMS, LIENS, SECURITY
INTERESTS AND ENCUMBRANCES EXCEPT TO THE EXTENT SHOWN ABOVE.

1. PAYMENT: Purchaser shall pay to Seller, at or such other location Seller
designates in writing, the Time Balance (Item 8 above) as follows [check (a) or
(b)]:

[X] (a) in 35 equal monthly installments of $2,416.47 each, with the first
installment due on 2/28/03, and the balance of the installments due on the like
day of each month thereafter, (except no payments shall be due during the
month(s) of n/a), until the entire indebtedness has been paid; or

[ ] (b) in accordance with the Payment Schedule attached to this Contract.

(Provisions of section 1 continued on reverse)

SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE A PART OF THIS
CONTRACT.

LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
OTHERS IS NOT INCLUDED IN THIS CONTRACT.

NOTICE TO PURCHASER: (1) DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT
CONTAINS ANY BLANK SPACES; (2) YOU ARE ENTITLED TO AN EXACT COPY OF THE
CONTRACT YOU SIGN; (3) UNDER THE LAW YOU MAY HAVE THE RIGHT TO PAY OFF IN
ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN A PARTIAL REFUND OF THE FINANCE
CHARGE.

PURCHASER ACKNOWLEDGES RECEIPT OF A FULLY COMPLETED COPY OF THIS CONTRACT
EXECUTED BY BOTH PURCHASER AND SELLER.

Purchaser(s) and Seller have duly executed this Contract as of 1/29, 2003

Purchaser(s):                           Seller:
MEADOW VALLEY CONTRACTORS, INC.         WAGNER EQUIPMENT CO.


By /s/ Clint Tryon                       By [ILLEGIBLE]
   ____________________________________     __________________________________

Name (PRINT) Clint Tryon                 Name (Print) [ILLEGIBLE]
             __________________________               ________________________

Title Sec/Treas                           Title Finance Specialist
      _________________________________         ______________________________

EX-10.222

                                                                  EXHIBIT 10.222

                              SALES AGREEMENT AND
                           JOINT ESCROW INSTRUCTIONS

     THIS PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS made this 4th day of
February, 2003, by and between Ready Mix, Inc. (hereinafter "Seller") and Conde
Del Mar Properties, LLC and/or nominee/assignee (hereinafter "Purchaser") (the
"Agreement"). This Agreement constitutes both and Agreement between Purchaser
and Seller and joint escrow instructions to First American Title Company of
Nevada ("Escrow Agent"), Carol Dvorak ("Escrow Officer"), with respect to the
transactions contemplated hereby.

                                  WITNESSETH:

     For and in consideration of the mutual covenants and conditions herein
contained, Seller and Purchaser agree as follows:

     1.    Property.  Seller agrees to sell and convey, and Purchaser agrees to
purchase and pay for the following, all of which is referred to this Agreement
and the "Property":

     That certain property describes as and approximate 12.23 net acre parcel
commonly known as APN 139-17-601-004 located within Las Vegas in Clark County,
Nevada (the "Property"), shown on the attached Exhibit "A" and incorporated
herein by reference. Exact legal description to be provided in escrow.

     2.    Purchase Price.  The total purchase price of the Property shall be
he amount of One Million Dollars and no/100's ($1,000,000.00)("Purchase Price")
payable in cash at closing (as hereinafter defined). At the Closing, the Deposit
(as hereinafter defined) shall be applied to payment to the Purchase Price.

     3.    Deposit.  Within three (3) days after execution of this Agreement by
Seller, Purchaser shall deliver a deposit (the "Deposit") in the amount of Ten
Thousand and no/100's ($10,000.00) in cash, personal check or cashier's check
payable to Escrow Agent, or other readily available funds, which Deposit shall
be deposited into an interest bearing account and held in escrow by Escrow Agent
during the pendency of this Agreement.

     4.    Feasibility Period and Contingency.  For a period of sixty (60) days
after the Effective Date ("Feasibility Period"), Purchaser shall be, at
Purchaser's sole cost and expense, entitled to inspect the Property, to conduct
such tests, surveys, analysis and feasibility studies of the Property as
Purchaser deems necessary, and to meet with governmental entities regarding the
feasibility of Purchaser's intended use of the Property. Without limiting the
generality of the foregoing, Purchaser (and persons authorized by Purchaser)
shall have the right and authority to go upon the Property, from time to time on
one or more occasions, for feasibility determinations including, without
limitation (1) determining the adequacy of access, zoning and other restrictions
on the use of the property; (2) performing environmental, soils and subsoil
tests, engineering the drainage studies; (3) obtain Governmental approval
related to preliminary designs (including, but not limited to, site plan,
landscaping, and building elevations); and (4) obtain any necessary entitlement
and/or permits an determining the adequacy of all utilities (including, without
limitation, water, sanitary sewer, electricity, gas telephone, air conditioning)
to provide such quantities, pressures and capacities as are necessary to use the
Property in accordance with Purchaser's intended use.

     Seller agrees to cooperate with Purchaser in connection with the tests,
investigation, governmental approvals, and inspection of the Property, and
Seller agrees to furnish Purchaser within ten (10) days after the Effective Date
of this Agreement, copies of any and all surveys, flood certification letter,
test reports, engineering studies, an all other documents and materials in
Seller's possession relating to the Property that may be necessary or
appropriate to complete such investigation and inspection. If the Purchaser
determines, in Purchaser's sole judgment that the Property is not suitable,

Purchaser shall notify Seller and Escrow Agent in writing on or before
expiration of the Feasibility Period and upon such notice this Agreement shall
terminate, Escrow Agent shall return the Deposit to Purchaser, and neither
Purchaser nor Seller shall have any further obligations hereunder. Subject to
the terms of this agreement, should Purchaser fail to give such notice on or
before the expiration of the Feasibility Period, or if Purchaser notifies
Seller that the Property is suitable for the purposes contemplated hereby,
Purchaser's right to object pursuant to this Section 4 shall be waived and of
no further force on effect, Purchaser shall deposit the additional sum of
Fifteen Thousand dollars ($15,000.00) for a total Deposit of Twenty-five
Thousand ($25,000.00), and the Escrow Agent shall consider the total Deposit to
be nonrefundable to Purchaser upon deposit thereof. Purchaser shall promptly
repair and restore the Property to its original condition existing prior to
entry or inspection by Purchaser. Purchaser shall indemnify, hold harmless and
defend Seller and Seller's affiliates, partners, agents and employees from any
and all liability, loss, cost, damage or expense (including attorney's fees),
of whatsoever nature relating to or in connection with any injury to persons or
damage to property, where such injury or damage arises from or relates to the
entry upon, occupation, use or inspection of the Property by Purchaser, its
agents, officers or employees. Notwithstanding anything to the contrary herein,
Purchaser's duty of indemnification under this Section 4 shall survive any
termination of this Agreement or the transfer of title as provided herein.

     5.   Title Insurance

          a.   Title Report and Commitment.  Within five (5) days after the
Effective Date of this Agreement, Seller shall deliver or cause to be delivered
to Purchaser a preliminary title report and commitment covering the Property
issued by First American Title, together with copies of all documents referred
to in such preliminary title report, if it is anticipated that said documents
shall be a Permitted Exception effecting the Property after closing, (the
preliminary title report and such documents are referred to collectively as
"Title Report").

          b.   Review of Title Reports. Purchasers shall have fifteen (15) days
from Purchaser's receipt of the Title Report and Commitment in which to examine
the Title Report and Commitment and to specify to Seller those items in the
Title Report and Commitment which Purchaser will accept as permitted exceptions
to title ("Permitted Exceptions"), and those items which Purchaser reasonably
finds objectionable ("Title Objections"). If Purchaser does not deliver to
Seller a written notice specifying those items which are Permitted Exceptions
and those items which are Title Objections within the above-stated fifteen (15)
day period, then all of the items reflected on the Title Report and Commitment
shall be considered to be Permitted Exceptions.

          c.   Uncorrected Title Objections. If Seller, in Seller's discretion,
elects not to cause the Title Objections to be corrected or removed on or prior
to Closing, Purchaser may within five (5) days of Purchaser's receipt of
Seller's election not to correct said objections (1) and, except as provided
otherwise hereunder both parties shall be released from all further obligations
under this Agreement and Escrow Agent shall return the Deposit, or (2) elect to
purchase the Property subject to any Title Objections not so corrected or
removed.

     6.   Condition of Property Purchased.   Seller shall indemnify, defend, and
hold Purchaser and Purchaser's affiliates, agents, and partners, harmless from
and against any and all construction liens filed in connection with any work or
improvements unless such liens arise as a result of the act of Purchaser and/or
Purchaser's affiliates, agents, and partners. Other than as provided for
herein, Purchaser is buying the Property in an "as is" condition.

     7.   Closing

          a.   Date and Place.     The Closing of the sale of the Property by
Seller to Purchaser (the "Closing") shall occur no later than fifteen (15) days
from the end of the Feasibility Period. The Closing shall occur in the offices
of Escrow Agent.


                                       2



          b.   Seller's Obligations at Closing.   At the Closing, Seller shall
deliver, or cause to be delivered, to Purchaser the following:

               (1)  Grant Bargain and Sale Deed.  Seller shall execute and
deliver to Escrow Agent for recording a Grant, Bargain and Sale Deed in form
and substance reasonably satisfactory to Purchaser, fully executed and
acknowledged by Seller, conveying the Property to Purchaser.

               (2)  Title Insurance Policy.  Seller shall cause the Escrow
Agency to issue and deliver to Purchaser a CLTA standard coverage owner's
policy of title insurance ("Owner's Title Policy"), consistent with the Title
Commitment as reviewed and approved by Purchaser, in the amount of the Purchase
Price, insuring that Purchaser is owner of the Property subject only to such
matters as approved by Purchaser. Purchaser shall have the right, at
Purchaser's sole cost and expense, to upgrade the Title Insurance Policy to an
ALTA form B-1970 (Rev. 10-17-70) extended coverage owner's policy and to obtain
any endorsements required by Purchaser. It shall be a condition precedent to
Purchaser's obligation to purchase the Property that the Title Company can and
will issue the Title Insurance Policy at the Closing.

               (3)  Other Instruments.  Seller shall execute and deliver such
other documents as are customarily executed in the State of Nevada in
connection with the conveyance of real property, including all required closing
statements, releases, affidavits, evidences of authority to execute the
documents, and any other instruments including an Assignment of the Lease
reasonably acceptable to Purchaser that may reasonably be required by the
Escrow Agent. Additionally, Seller shall deliver the builder's warranty and any
extended warranties in accordance with Section 6 herein.

               (4)  Possession.    Seller shall deliver possession of the
Property to Purchaser at Closing.

          c.   Purchaser's Obligations at Closing.

               (1)  Payment of Purchase Price.    At the Closing, Purchaser
shall pay the Purchase Price in cash (or by Certified Check, Cashier's Check,
wire transfer of funds into escrow all of which shall constitute "cash" for
purpose of this Agreement), less the amount of the Deposit, to be paid to
Seller at the Closing, and subject to any adjustments for prorations and other
credits provided for in this Agreement.

               (2)  Other Instruments.  Purchaser shall execute and deliver
such other documents as are customarily executed in the State of Nevada in
connection with the conveyance of real property, including all required closing
statements, releases, affidavits, evidences of authority to execute the
documents, and any other instruments that may reasonably by required by the
Escrow Agent.

               (3)  Purchaser's obligations at Closing as provided for in this
Section 7.c. are subject to the satisfactory completion of (i) the Feasibility
Period as set forth in Section 4 herein, and (ii) the performance by Seller of
its obligations under Section 7.b. herein.

          d.   Prorations.    All real estate taxes relating to the Property
for the year of the Closing shall be prorated as of the date of Closing between
Seller and Purchaser. If the amount of taxes for that year are not known at the
time of Closing, the prorations shall be based on an estimate of the taxes for
the year of Closing, and when the tax information becomes available, Seller or
Purchaser may request and obtain reimbursement from the other party for any
excess amount charged to that party at the Closing. Likewise, any other amounts
normally prorated between Seller and Purchaser, if any, shall be prorated
between Seller and Purchaser as of the date of Closing. This Section 7.d. shall
survive the Closing.


                                       3



          e.   Closing Cost.  Seller and Purchaser each agree to pay the
following costs at the Closing:

               (1)  Paid by Seller.     Seller agrees to pay the cost of
preparing the Grant, Bargain and Sale Deed; the preliminary title report and
commitment, the premium for the Title Insurance Policy; real property transfer
taxes or documentation taxes; the cost of preparing and recording any releases
and other documents necessary to convey the Property in accordance with this
Agreement; one-half (1/2) of any escrow or closing fee charged by the Escrow
Agent; Seller's attorney's fees and costs as provided for herein.

               (2)  Paid by Purchaser.  Purchaser agrees to pay the recording
fee for the Grant, Bargain and Sale Deed; one-half (1/2) of any escrow or
closing fee charged by the Escrow Agent; Purchaser's attorney's fees and Costs
as provided for herein.

     8.   Default.  In the event that Seller is ready willing and able to
convey the Property in accordance with the Agreement and Purchaser is obligated
under the terms of this Agreement to consummate the transaction evidenced by
this Agreement but fails to consummate this Agreement and take title, the
parties hereto recognize and agree that the damages Seller will sustain will be
difficult to ascertain. Therefor, the parties agree that in the event of
Purchaser's default and in lieu of all other remedies Seller may have at law or
equity, shall be entitled to receive and retain the Deposit as liquidated
damages for Purchaser's failure to close in complete settlement of any and all
claims Seller may have against Purchaser. If Closing is not concluded through
no fault or Purchaser, Purchaser, at it's option, may (i) elect to enforce the
terms of this Agreement by action for specific performance, and/or exercise any
other right or remedy available to it at law or in equity, or (ii) terminate
this Agreement by notice to Seller and Escrow Agent, whereby Escrow Agent shall
act in accordance with this Agreement and return the Deposit, plus any earned
interest thereon, to Purchaser. Upon any termination under (ii) above, the
parties shall have no further rights and/or obligations under this Agreement
other than those rights and/or obligations that are expressly stated to
survive expiration or termination of this Agreement.

     9.   Seller's Representations and Warranties.
          (a)  Seller has not received notice that the Property is in violation
               of any restrictive covenant, agreement or permit applicable
               thereto, or of any building code ordinance, statute, regulation,
               or requirement or any governmental authority having jurisdiction
               thereof.

          (b)  Seller has not received notice of a claim, request for
               information, demand or notification that it is or may be a
               potentially responsible party in any action, proceeding or site
               clean-up commenced pursuant to any applicable Environmental Laws.

          (c)  To Seller's knowledge, there is no litigation or claim, pending
               or threatened, against or involving the Property, and there are
               no facts or circumstances known to Seller which could give rise
               to any such claim or litigation.

          (d)  To Seller's knowledge (i) there are no toxic or hazardous
               substances, wastes, or materials of any kind, as may be regulated
               by any applicable federal, state, or local law, rule or
               regulation, and Seller has not and will not cause or knowingly
               permit the same, (ii) there are no Hazardous Substances of any
               kind that have been accumulated on the Property in violation of
               any applicable governmental law, rule, or regulation or buried on
               the Property, and (iii) neither the Property nor any part thereof
               are contaminated by Hazardous Substances, including, but not
               limited to petroleum products, asbestos, toxins, or toxic
               material.


                                       4



                    (e)  From the Effective Date of this Agreement until
                         Closing, Seller will neither do, commit, or suffer to
                         be done any act or thing which would adversely affect
                         Seller's present title to the Property.

                    (f)  Seller has taken or, prior to Closing, will take all
                         requisite actions necessary to approve, execute,
                         deliver and perform this Agreement and each and every
                         agreement and document delivered by Seller in
                         connection herewith. This Agreement and each and every
                         other agreement and document delivered by Seller in
                         connection herewith have been duly executed and
                         delivered by Seller and constitute the binding
                         obligations of Seller enforceable in accordance with
                         their respective terms and will not violate any other
                         contractual obligations of Seller.

               10.  Purchaser's Representations and Warranties.  Purchaser has
     taken or, prior to Closing, will take all requisite actions necessary to
     approve, execute, deliver and perform this Agreement and each and every
     agreement and document delivered by Purchaser in connection herewith. This
     Agreement and each and every other agreement and document delivered by
     Purchaser in connection herewith have been duly executed and delivered by
     Purchaser and constitute the binding obligations of Purchaser enforceable
     in accordance with their respective terms and will not violate any other
     contractual obligations of Purchaser.

               11.  Brokers.  Seller shall pay a real estate broker's commission
     payable to Colliers International ("Purchaser's Agent") in connection with
     the sale of the Property in the amount of five percent (5%) of the Purchase
     Price upon closing thereof. Purchaser and Seller agree to indemnify and
     hold harmless one another from all loss, damage, cost, expense and
     liability relating to any claim for a commission by any other person or
     entity with respect to this transaction, claiming by, through or under one
     another. Seller and Purchaser represent and warrant that no other
     broker(s), other than the above named, have been involved in this
     transaction and no other broker(s), other than the above named, are
     entitled to a commission.

               12.  Section 1031 Exchange.

                       a) Purchaser hereby agrees to cooperate with Seller in a
                          tax-deferred exchange should Seller so elect. Seller
                          hereby agrees to pay any and all costs, taxes,
                          assessments and/or liability that may be proximately
                          caused by such tax-deferred exchange. In the event
                          Seller affects a tax-deferred exchange, such exchange
                          shall not otherwise delay the Closing nor shall
                          Purchaser be required to take title to any property so
                          as to accommodate Seller's exchange.

                       b) Seller hereby agrees to cooperate with Purchaser in a
                          tax-deferred exchange should Purchaser so elect.
                          Purchaser hereby agrees to pay any and all costs,
                          taxes, assessments and/or liability that may be
                          proximately caused by such tax-deferred exchange.
                          Should Purchaser elect to affect a tax-deferred
                          exchange, such exchange shall not otherwise delay the
                          close of escrow nor shall Seller by required to take
                          title to any property so as to accommodate Purchaser's
                          exchange.

               13.  Eminent Domain.     To the best of Seller's knowledge there
     is no pending or threatened proceeding in eminent domain. In the event of
     any threatened, contemplated, commenced or consummated proceeding in
     eminent domain (notice of which shall be given promptly to Purchaser by
     Seller) respecting any portion of the Property such that the balance
     thereof would not be sufficient to be utilized for Purchaser's purpose in
     Purchaser's sole and absolute discretion, Purchaser may, at its option, by
     written notice to Seller given within fifteen (15) days after Purchaser is
     notified of such actual or possible proceedings: (i) unilaterally terminate
     this Agreement, whereupon the Deposit, with earnings thereon, or (ii) elect
     to continue this Agreement and close the purchase of the Property without
     any right


                                       5





to deduction or set-off, in which event Seller shall, at the Closing, assign to
Purchaser its entire right, title and interest in and to any condemnation
award. In the event less than fifteen (15) days exist at the time of such
notice from Seller until the scheduled date of the Closing, the Closing shall,
at Purchaser's option, be extended by as many days as is necessary to allow
Purchaser such full fifteen (15) day review period. All negotiations and
discussions with the condemning authority shall be conducted by Seller only,
and Purchaser shall not independently contact or negotiate with condemning
authority.

     14.  Miscellaneous

          a.   No Assignment. Neither this Agreement nor any of Purchaser's
rights hereunder may be assigned or transferred by Purchaser to non affiliated
party without the prior written consent of Seller, said consent may not be
unreasonably withheld.

          b.   Notices.

                    (1)  Any and all notices and demands by any party hereto
to any other party or Escrow Agent, required or desired to be given hereunder
shall be in writing and shall be validly given or made only if personally
delivered or deposited in the United States mail, certified or registered,
postage prepaid, return receipt requested or if made by Federal Express or
other similar delivery service keeping records of deliveries and attempted
deliveries. Service shall be conclusively deemed made upon receipt if
personally delivered or, if delivered by mail, facsimile, or delivery service,
on the first business day delivery is attempted or upon receipt, whichever is
sooner.

                    (2)  Any notice or demand to Seller shall be addressed to
                         Seller at:

                                 Robert Morris
                                Ready Mix, Inc.
                         3430 East Flamingo, Suite 100
                            Las Vegas, Nevada 89121
                             Telephone 702-433-2090
                             Facsimile 702-433-0189

                    (3) Any notice or demand to Purchaser shall be addressed to
                        Purchaser at:

                                  Steve Groat
             Conde Del Mar Properties, LLC and/or nominee/assignee
                         149 North Gibson Road, Suite N
                            Henderson, Nevada 89014
                            Telephone (702) 856-3235
                            Facsimile (702) 556-9184

                    (4)  Any notice or demand to Purchaser's Agent shall be
                         addressed to Broker at:

                         Michael G. DeLew/Ashley Ziehm
                             Colliers International
                     3960 Howard Hughes Parkway, Suite 150
                            Las Vegas, Nevada 89109
                             Telephone 702-735-5700
                             Facsimile 702-939-5080
                             ("Purchaser's Agent")

                                      and

                                       6



                    (5)  Any notice or demand to Escrow Agent shall be addressed
to Escrow Agent at:

                          First American Title Company
                                c/o Carol Dvorak
                     3960 Howard Hughes parkway, Suite 630
                              Las Vegas, NV 89109
                            Telephone (702) 732-3278
                            Facsimile (702) 732-8514

                    (6)  The parties and Escrow Agent may change their address
for the purpose of receiving notices or demands as herein provided by a written
notice given in the manner aforesaid to the others, which notice of change
of address shall not become effective, however, until the actual receipt
thereof by the others.

          c.   Parties Bound. This Agreement shall be binding upon and inure to
the benefit of the parties to this Agreement and their respective heirs,
executors, administrators, legal representatives, successors and assigns.

          d.   Severability   If any of the terms and conditions hereof shall
for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other of
the terms and conditions hereof and the terms and conditions hereof thereafter
shall be construed as if such invalid, illegal, or unenforceable terms or
conditions had never been contained herein.

          e.   Entire Agreement.   The terms and conditions hereof relating to
the subject matter described herein (i) constitute the entire agreement and
understanding between the Seller and the Purchaser, (ii) supersede all prior
agreements, and understandings, written or oral, between the Purchaser and the
Seller, and (iii) may not be modified or amended except by an instrument
mutually executed and delivered by the Seller and the Purchaser.

          f.   Time.     Time is of the essence to the performance of any
provisions of this Agreement. If the date for performance of any provisions of
any provisions of the Agreement is a Saturday, Sunday, or banking holiday (in
the State of Nevada), the date for performance shall be extended until the next
day that is not a Saturday, Sunday or banking holiday.

          g.   Interpretation.     Words of any gender used in this Agreement
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the
context requires otherwise.

          h.   Waiver.   Either the Purchaser or the Seller may specifically
waive any breach of the terms and conditions hereof by the other party, but no
waiver specified in this Section shall constitute a continuing waiver of
similar or other breaches of the terms and conditions hereof. No waiver shall
be effective unless executed in writing by the party against who the waiver is
asserted. All remedies, rights, undertaking, obligations, and agreements
contained herein shall be cumulative and not mutually exclusive.

          i.   Attorney's Fees.    Should either the Purchaser, the Seller, or
the Broker employ and attorney or attorneys to enforce any of the terms and
conditions hereof, or to protect any right, title, or interest created or
evidenced hereby, the non-prevailing party in any action pursued in courts of
competent jurisdiction shall pay to the prevailing party all reasonable cost,
damages, and expenses, including attorneys' fees, expended or incurred by the
prevailing party.

          j.   Governing Law. This Agreement shall be governed by and construed
in accordance with the substantive and procedural laws of the State of Nevada.
The exclusive venue of any action or proceeding arising out of or in connection
with this Agreement shall be Clark County, Nevada.

                                       7



Each party hereby consents to the personal jurisdiction of any court
of competent subject matter jurisdiction sitting in Clark County, Nevada, and
to the service of process in accordance with the laws of the State of Nevada
and any rules applicable to any such court.

           k.  Headings.  The headings herein are for reference purposes only
and shall not affect the meaning or interpretation of the terms and conditions
hereof.

           l.  Effective Date.  The Effective Date of this Agreement shall be
the date that this Agreement is executed by both Purchaser and Seller.

           m.  Non-Exclusive Purchase Agreement.  At all times after the
Effective Date hereof and until the expiration of the Feasibility Period, Seller
shall be entitled to market the Property for sale, both directly and through its
agents, and to accept "Back up" offers from other persons or entities for the
purchase of the Property; provided, however that nothing in this Section 14.m.
shall alter or amend the rights and obligations of Purchaser or Seller under
this Agreement.

           n.  Construction.  Both parties hereto have participated in the
construction of this Agreement and any ambiguities shall not be interpreted
against either party as being the constructing party.

           o.  Expiration of Agreement.  Unless mutually executed by both
parties on or before 5:00 p.m. February 11 2003, this Agreement shall expire and
be of no further force or effect and neither party hereto shall be under any
obligation to the other.

           p.  Counterparts.  This Agreement may be executed in counterpart.
Each counterpart of this Agreement shall constitute an original, and all such
counterparts taken together shall constitute one and the same agreement.




         Executed by Purchaser on the 4th day of February 2003.

                          PURCHASER: Conde Del Mar Properties, LLC and/or
                          nominee/Assignee


                          By: /s/ Steve Groat
                              ----------------------
                                  Steve Groat

                          It's:  Managing Member
                               ---------------------




         Executed by Seller on the_____________ day of February 2003.

                          Seller:  Ready Mix, Inc.


                          By: ____________________


                          It's:  President
                               -------------------



 This agreement and any attached addendum, rider, or exhibit have been prepared
  for submission to your attorney for his/her approval.  No representation or
 recommendation is made by Colliers International or its agents or employees as
 to the legal sufficiency, legal effect, or tax consequences of this agreement
                      or the transaction relating thereto.


                                       8

EX-10.223

                                                                  EXHIBIT 10.223

                                        NOTICE OF ASSIGNMENT
                                        --------------------

Meadow Valley Contractors, Inc.
P.O. Box 60726
Phoenix, AZ 85082

Re: Contract #000105-100


    This will serve as notice to you that the payments due from you under the
Promissory Note between you and Astec Financial Services, Inc. dated
September 1, 2002 have been assigned to The CIT Group/Equipment Financing, Inc.
("CIT"). Until you are directed otherwise by CIT, your payments should be
forwarded directly to:

                   CIT Group/Equipment Financing, Inc.
                   1540 W. Fountainhead Pkwy
                   Tempe, AZ 85282

    Please sign and return the enclosed copy of this notice to CIT
Group/Equipment Financing, Inc. at its address stated above.


ASTEC FINANCIAL SERVICES, INC.       CIT GROUP/EQUIPMENT FINANCING, INC.
                               

By:  [Illegible]                     By: [Illegible]
   ----------------------------         -----------------------------
Title:  Secretary                    Title:  Agent
      -------------------------            --------------------------

    The undersigned acknowledges receipt of notice of the assignment referenced
 above.

                                        MEADOW VALLEY CONTRACTORS, INC.

                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------

EX-10.224

EXHIBIT 10.224

                                        NOTICE OF ASSIGNMENT
                                        --------------------

Meadow Valley Contractors, Inc.
P.O. Box 60726
Phoenix, AZ 85082

Re: Contract #000813-000
             #0000813-000


    This will serve as notice to you that the payments due from you under the
Promissory Note between you and Astec Financial Services, Inc. dated
September 17, 2002 have been assigned to The CIT Group/Equipment Financing, Inc.
("CIT"). Until you are directed otherwise by CIT, your payments should be
forwarded directly to:

                   CIT Group/Equipment Financing, Inc.
                   1540 W. Fountainhead Pkwy
                   Tempe, AZ 85282

    Please sign and return the enclosed copy of this notice to CIT
Group/Equipment Financing, Inc. at its address stated above.


ASTEC FINANCIAL SERVICES, INC.       CIT GROUP/EQUIPMENT FINANCING, INC.
                               

By: [Illegible]                      By: [Illegible]
   ----------------------------         -----------------------------
Title:  Secretary                    Title:  Agent
      -------------------------            --------------------------

    The undersigned acknowledges receipt of notice of the assignment referenced
 above.

                                        MEADOW VALLEY CONTRACTORS, INC.

                                        By:
                                           --------------------------------
                                        Title:
                                              -----------------------------

EX-10.225

                                                                  EXHIBIT 10.225
        CIT Equipment Financing
        1540 West Fountainhead Parkway
        Tempe, AZ 85282

[CIT] Logo

                                        NOTICE OF ASSIGNMENT

Ken Nelson
Ready Mix, Inc.
3430 East Flamingo Road
Suite 100
Las Vegas, NV 89121-5018
(602)437-5400

        RE: Equipment Schedule 2, dated June 20, 2000 to Master Lease Agreement
            dated June 20, 2000 between Ready Mix, Inc.(Lessee)and The CIT
            Group/Equipment Financing, Inc.,(Lessor) attached hereto and made a
            part hereof (collectively the "Agreement")

Dear Mr. Nelson:

This will serve as notice to you that The CIT Group/Equipment Financing,
Inc.("CIT") has sold and assigned its interest in the above Agreement to
General Electric Capital Corporation(GE Capital) Effective immediately, GE.
Capital is entitled to all of the rights of CIT under the Agreement and all
future payments are to be made to GE Capital, with respect to the Agreement
without offset, deduction, defense, abatement, deferment or diminution. From
this date forward, any and all notices or instructions relating to the
Agreement, shall not be valid unless signed by GE Capital, and all payments
relating to the Agreement shall be made directly to GE Capital at the following
address(or such address as GE Capital may specify to you in writing):

GENERAL ELECTRIC CAPITAL CORPORATION
COMMERCIAL EQUIPMENT FINANCING
44 OLD RIDGEBURY ROAD
DANBURY, CT 06810
888-223-9760

This Notice may not be revoked or amended except by in writing signed by GE
Capital


Sincerely,
The CIT Group/Equipment Financing, Inc.



By: /s/ Richard Johnson
    -----------------------------------

Title: Richard Johnson
       Vice President
       --------------------------------


                                        CIT ACCOUNT #: 00108640

EX-10.226

                                                                  EXHIBIT 10.226
        CIT Equipment Financing
        1540 West Fountainhead Parkway
        Tempe, AZ 85282

[CIT] Logo

                                        NOTICE OF ASSIGNMENT

Ken Nelson
Ready Mix, Inc.
3430 East Flamingo Road
Suite 100
Las Vegas,NV 89121-5018
(602)437-5400

        RE: Equipment Schedule 2, dated June 20, 2000 to Master Lease Agreement
            dated June 20, 2000 between Ready Mix, Inc.(Lessee)and The CIT
            Group/Equipment Financing, Inc.,(Lessor) attached hereto and made a
            part hereof (collectively the "Agreement")

Dear Mr. Nelson:

This will serve as notice to you that The CIT Group/Equipment Financing,
Inc.("CIT") has sold and assigned its interest in the above Agreement to
General Electric Capital Corporation(GE Capital) Effective immediately, GE.
Capital is entitled to all of the rights of CIT under the Agreement and all
future payments are to be made to GE Capital, with respect to the Agreement
without offset, deduction, defense, abatement, deferment or diminution. From
this date forward, any and all notices or instructions relating to the
Agreement, shall not be valid unless signed by GE Capital, and all payments
relating to the Agreement shall be made directly to GE Capital at the following
address (or such address as GE Capital may specify to you in writing):

GENERAL ELECTRIC CAPITAL CORPORATION
COMMERCIAL EQUIPMENT FINANCING
44 OLD RIDGEBURY ROAD
DANBURY, CT 06810
888-223-9760

This Notice may not be revoked or amended except by in writing signed by GE
Capital.


Sincerely,
The CIT Group/Equipment Financing, Inc.



By: /s/ Richard Johnson
    -----------------------------------

Title: Richard Johnson
       Vice President
       --------------------------------

                                             CIT ACCOUNT #: 00108639

EX-10.227

                                                                  EXHIBIT 10.227

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of March
2003, by and between Meadow Valley Corporation, a Nevada corporation (the
"Employer"), and Bradley E. Larson (the "Employee").

         The Employer hereby employs the Employee on a full-time basis, and the
Employee hereby accepts such full-time employment on the terms and conditions
hereinafter set forth.

         1.       EMPLOYMENT. Employee is employed as the President and Chief
Executive Officer for the Employer. Employee shall perform all duties as
outlined herein and as may be assigned by the Employer and shall devote full
time, attention and loyalty to the affairs of the Employer. The duties of the
Employee shall specifically be:

                  A)       To serve as a member of the Board of Directors,
         report directly to the Board, communicate with the board regarding
         current operational and financial status of Employer and strategic
         plans.

                  B) To present to the board, for board approval, annual
         operating plans, capital improvement programs, budgets and annual
         updates of strategic plans.

                  C) To assist the Chief Operating Officer in organizing
         operations personnel to maximize productivity and synergy between
         various area managers. Delegate responsibilities and oversee activities
         in the areas of finance/accounting, operations, estimating/marketing,
         safety and human resources.

                  D) To actively represent the Employer in industry
         organizations where the membership is deemed to be beneficial to the
         Employer; and serve as board member and/or officer in said
         organizations when elected to do so.

                  E) To seek out, and present to the board, any opportunities
         for acquisition and/or investment for growth of the Employer, and to
         negotiate or assist in the negotiations of acquisitions or investment
         expenditures.

                  F) To represent the Employer in contract negotiations with
         owners of work, subcontractors and suppliers.

                  G) To establish, foster and maintain relationships with
         important vendors and suppliers of strategic resources.

                  H) Any other area specifically assigned by the Board of
         Directors.

         2.       TERM. Subject to the provisions of termination provided in
paragraph 12, the term of this Agreement shall be three years from the date of
execution or from the date of the most recent renewal. Subject to a mandatory
annual review ("Review") of the Employee's performance by the Board Compensation
Committee ("Committee"). This Agreement may be renewed annually by majority vote
of the Committee.

         3.       COMPENSATION. Employee shall receive a base salary of One
Hundred Sixty-two Thousand Seven Hundred Fifty Dollars ($162,750.00) per year,
payable in accordance with the regular payroll practices of Employer, and
subject to applicable deductions of withholding taxes and other customary
employment taxes. The Committee of Employer shall review Employee's salary at a
minimum annually and may



adjust Employee's salary upward to recognize improvement, achievement or
expansion of Employee's responsibilities.

         Employee shall participate as a member of senior management in cash
incentive plans as currently existing or as amended or adopted in the future by
the Committee. Cash bonus plans are subject to annual review and/or change by
the Committee.

         4.       OPTIONS TO ACQUIRE COMMON STOCK. Employee is eligible to
participate in the Meadow Valley Corporation 1994 Stock Option Plan. Future
grants of stock options shall be subject to the discretion of Meadow Valley
Corporation's board of directors.

         5.       EMPLOYEE BENEFITS. Employer shall provide to Employee, and to
the Employee's dependents, a comprehensive major medical, health, and dental
insurance program comparable to the programs normally provided by other
employers in the same industry and marketplace, and the Employer shall pay the
cost of the Employee's portion of the premium. Should, at any time, the Employee
opt to maintain a personal major medical and health insurance policy for himself
and for his dependents and not participate in the Employer's group plan, then
Employer shall reimburse Employee the lesser of the amount Employee pays for
said personal policy, as evidenced by adequate documentation, or what Employer
would otherwise be paying were Employee participating in the Employer's group
plan. Should the Employee opt to maintain his own coverage, neither he nor his
dependents shall be precluded from later participating in the Employer's group
plan so long as they otherwise qualify for enrollment.

         At Employer's cost, Employer will maintain a life insurance policy
covering Employee, with at least $500,000 of death benefits being payable, in a
manner that is free of income tax, to Employee's estate or other beneficiaries
designated by Employee.

         Employer agrees to provide Employee with an automobile for
business-related use. In addition to the cost of the vehicle itself, Employer
shall pay, directly or by reimbursement to Employee, for all maintenance, fuel,
repairs, insurance, operating and other costs incidental thereto.

         Employer shall pay for, or reimburse Employee for, dues for his
membership in industry related associations perceived as beneficial to Employer
and as approved by the Employer's Executive Committee.

         So long as it is within the guidelines of the respective plan, Employee
shall be given the opportunity to participate in Employer's 401(k) and any other
plans made available to other members of executive management.

         Employee shall be entitled to receive all other employee benefits for
senior management personnel upon the terms and conditions then in effect.

         6.       MOVING EXPENSES AND SUBSISTENCE. In the event the Employer
requires the Employee to relocate, the Employer shall pay for all moving costs
of reasonable and normal household effects, including up to six months storage
of such household effects while Employee obtains a permanent residence in the
relocation area. Employee shall obtain a minimum of two moving and storage
quotes from reputable movers and Employer shall pay the most competitive rate.

                                       2



         Employer shall provide Employee a subsistence allowance of Two Thousand
Dollars ($2,000.00) per month for the lesser of nine months from the date of
reassignment in a new location or until such time as the relocation of Employee
and his/her spouse to the relocation area is complete. In addition, costs for
one round-trip airline ticket per week between the Employee's previous location
and the relocation area will be reimbursed by Employer to Employee during the
same nine-month period, or less if relocation is completed earlier. Such tickets
may be used either by Employee or by his/her spouse.

         7.       HOLIDAYS AND VACATION.

                  A)       Employee shall be paid for the following seven (7)
         holidays: New Year's Day, Memorial Day, Independence Day, Labor Day,
         Thanksgiving Day and the day after Thanksgiving, and Christmas Day and
         all other holidays for Employees of the Company as approved by the
         Chief Executive Officer or Board of Directors.

                  B)       Employee is entitled to four weeks vacation during
         the first year of employment and for each year thereafter. Unused
         vacation in any given year shall accrue to following years up to a
         maximum of eight weeks in any one year.

         8.       RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such
reasonable time as is necessary or is deemed reasonably necessary by the
Employer to carry out all required duties and will devote full time to the
Employer during normal business hours. The Employee shall at all times
faithfully, with diligence and to the Employee's best good faith ability,
experience and talents, perform all the duties that may be required pursuant to
the express terms hereof to the reasonable satisfaction of the Employer, in
accordance with customary professional standards.

         9.       WORKING FACILITIES. The Employee shall be furnished with all
facilities and services suitable to Employee's position and adequate for the
performance of Employee's duties.

         10.      EXPENSES. The Employee is authorized to incur reasonable
expenses for promoting business of the Employer, including expenses for
entertainment, travel and similar items. The Employer shall reimburse the
Employee for all such expenses on the presentation by the Employee of itemized
and adequately documented accounts of such expenditures.

         11.      DISABILITY. If unable to perform duties under the terms of
this Agreement by reason of illness or incapacity for a period of four weeks,
Employee shall, commencing at the end of such four week period, be entitled to
receive Employee's compensation hereunder for a period of up to and including a
maximum of one year or until he is no longer disabled, whichever occurs first.
After one year of disability at full salary, the Employee, or his designated
beneficiary, shall be provided with a disability insurance policy, if available,
at no cost to Employee. The disability income policy would provide for monthly
income benefits at the rate of sixty percent (60%) of the

                                       3



Employee's base salary at the time the disability occurred. The Company will
attempt to procure a disability income policy that would provide monthly
benefits until the Employee reaches 65 years of age or is no longer disabled
whichever occurs first. If such a policy is unavailable, the Company will
attempt to provide the best policy available. If no policy is available, no
other disability income benefits will be provided.

         12.      TERMINATION. This Employment Agreement may be terminated under
the following circumstances:

                  A)       WITHOUT CAUSE. Employer may terminate this Agreement
         at any time upon thirty (30) days written notice to Employee, but
         Employer shall be obligated to pay to Employee compensation in a lump
         sum for the balance of the term of this Agreement within 30 days of
         termination, unless Employee agrees to other payment terms.

                  B)       VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE.
         Employee may terminate this Agreement at any time upon thirty (30) days
         written notice to Employer and Employer shall be obligated, in that
         event, to pay Employee compensation up to the date of the termination
         only. All accrued but unpaid compensation and Employee benefits shall
         be paid in cash within 30 days of termination, unless Employee agrees
         to other payment terms.

                  C)       TERMINATION BY EMPLOYER FOR REASONABLE CAUSE. The
         Employer may terminate this Agreement for reasonable cause upon the
         unanimous vote of the Board of Directors and by thirty (30) days
         written notice to the Employee and Employer shall be obligated, in that
         event, to pay Employee compensation up to the date of termination only.
         For purposes hereof, "cause" shall be defined as meaning (i) such
         conduct by the Employee which constitutes material breach of this
         Agreement which is not cured within ninety (90) days of written notice
         to the Employee of said alleged breach or (ii) a material failure to
         competently perform Employee's duties as stated in paragraph 1 in
         accordance with applicable professional standards as stated in
         paragraphs 1 and 8 hereof provided that Employer has previously given
         Employee written notice and a reasonable opportunity to remedy such
         failure and such failure has a materially adverse effect on the
         business or financial condition of Employer or (iii) material breach of
         Employee's fiduciary duty and such breach has a material adverse effect
         on the business or financial condition of Employer or (iv) egregiously
         improper or illegal conduct of the Employee which, based upon a
         unanimous good faith determination of the Board of Directors of the
         Employer, has a material adverse affect on Employer.

                  D)       TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE.
         Employee may terminate this Agreement for cause. In such event,
         Employer shall be obligated to pay Employee compensation in lump sum
         for the balance of the term of this Agreement within 30 days of
         termination or as Employee shall agree, plus damages suffered and
         expenses incurred by reason thereof. For this purpose "cause" shall
         mean (i) a material breach of this Agreement by Employer or (ii)
         failure of Employer to pay any amount owed

                                       4



         Employee hereunder at the time and in the amount due or (iii) failure
         of Employer to follow applicable law, especially with respect to SEC
         filings and compliance over the objection of Employee or contrary to
         the reasonable advice of Employee or (iv) egregiously improper conduct
         with respect to dealing with Employee or in a manner which brings
         discredit to Employee.

         13.      CONFIDENTIALITY. Employee agrees not to disclose any
confidential, proprietary competitively sensitive information to persons who are
not employees, directors, lenders, bonding agents, insurance companies or
advisors of the Employer, except as required by law, without prior consent of
the Employer; provided however, any disclosure involving this paragraph shall
not result in a breach of this Agreement unless the disclosure has a materially
adverse effect on the Employer.

         14.      INDEMNIFICATION. Employer and Meadow Valley Contractors, Inc.
shall provide Employee with an Officer Indemnification Agreement in the form
attached hereto.

         15.      NOTICES. All notices, demands, and communications given under
this Agreement ("Notice") shall be in writing and delivered personally or sent
by registered or certified mail, return receipt requested, in the United States
mail, postage prepaid, addressed as follows:

                  If to Employer:
                           Meadow Valley Corporation
                           P.O. Box 60726
                           Phoenix, AZ 85082-0726

                  If to Employee:
                           Bradley E. Larson
                           671 E. Encinas Ave.
                           Gilbert, AZ 85234

or at such other address as a party may from time to time designate by Notice
hereunder. Notice shall be effective upon delivery in person, or if mailed, at
midnight on the third business day after the date of mailing.

         16.      ASSIGNMENT OF AGREEMENT. Neither party may assign or otherwise
transfer this Agreement or any of its rights or obligations hereunder without
the prior written consent to such assignment or transfer by the other party
hereto; and all the provisions of this Agreement shall be binding upon the
respective employees, successors, heirs and assigns of the parties; provided,
however, the benefits payable to Employee hereunder in the event of disability
or death or incapacity are payable to Employee's spouse or personal
representative.

                                       5



         17.      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This
Agreement and the representations, warranties, covenants and other agreements
(however characterized or described) by both parties and contained herein or
made pursuant to the provisions hereof shall survive the execution and delivery
of this Agreement.

         18.      FURTHER INSTRUMENTS. The parties shall execute and deliver any
and all such other instruments in reasonable mutually acceptable form and
substance and shall take any and all such other actions as may be reasonably
necessary to carry the intent of the Agreement into full force and effect.

         19.      SEVERABILITY. If any provision of this Agreement shall be
held, declared or pronounced void, voidable, invalid, unenforceable or
inoperative for any reason by any court of competent jurisdiction, governmental
authority or otherwise, such holding, declaration or pronouncement shall not
affect adversely any other provision of this Agreement, which shall otherwise
remain in full force and effect and be enforced in accordance with its terms,
and the effect of such holding, declaration or pronouncement shall be limited to
the territory of jurisdiction in which made.

         20.      WAIVER. All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
provided by law. No delay or failure on the part of either party in the exercise
of any right or remedy arising from a breach of this Agreement shall operate as
a waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.

         21.      GENERAL PROVISIONS. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the state of Arizona.
Except as otherwise expressly stated herein, time is of the essence in
performing under this Agreement. This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter of this Agreement as it relates to
the parties' duties and obligations from and after November 14, 2002, and this
Agreement may not be modified or amended or any term or provision hereof waived
or discharged except in writing signed by the party against whom such amendment,
modification, waiver or discharge is sought to be enforced. The headings of this
Agreement are for convenience in reference only and shall not limit or otherwise
affect the meaning thereof. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.

         22.      SPECIAL RIGHT OF EMPLOYEE UNDER CERTAIN CIRCUMSTANCES. During
the term of this Agreement, if (i) Employer is involved in a merger,
consolidation or other business combination in which Employer is not the
surviving and controlling entity; or (ii) all or substantially all the assets of
Employer or its

                                       6



principal subsidiary are sold; or (iii) in the event Employee is required to
relocate outside the Phoenix, Arizona area in a manner not mutually acceptable
to Employee and Employer, then Employee shall have the following rights:

                  A)       To terminate this Agreement with 30 days prior
         notice, in which event Employer shall pay Employee as if there were a
         termination without cause by the Employer; and

                  B)       All options granted shall, to the extent not
         specifically prohibited by the stock option plan then in effect, vest
         immediately and be exercisable within one year of the occurring of one
         of the events set forth in (i), (ii) or (iii) above.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.

                                       Meadow Valley Corporation

/s/ Bradley E. Larson                  By /s/ Charles R. Norton
- ---------------------                  ---------------------------------
Employee                               Chairman - Compensation Committee

                                       7

EX-10.228

                                                                  EXHIBIT 10.228

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of March
2003, by and between Meadow Valley Corporation, a Nevada corporation (the
"Employer"), and Kenneth D. Nelson (the "Employee").

         The Employer hereby employs the Employee on a full-time basis, and the
Employee hereby accepts such full-time employment on the terms and conditions
hereinafter set forth.

         1.       EMPLOYMENT. Employee is employed as the Vice President - Chief
Administrative Officer for the Employer. Employee shall perform all duties as
outlined herein and as may be assigned by the Employer and shall devote full
time, attention and loyalty to the affairs of the Employer. The duties of the
Employee shall specifically be:

                  A)       To provide oversight and technical assistance to the
         F-Cost system and provide assistance to projects to insure proper
         accounting and allocation of job costs.

                  B)       To provide and/or delegate the training for proper
         use of F-Cost and Cash Flow (ECAC's).

                  C)       To provide oversight and coordinate the purchase,
         maintenance and upgrading of all information systems software and
         hardware, as well as the training of individuals as to their proper
         use.

                  D)       To be responsible for all aspects of Risk Management,
         including obtaining the most competitive insurance rates, negotiating
         with and selecting insurance carriers and determining proper allocation
         of insurance costs to operating units.

                  E)       To assist the Company Safety/EEO Director in
         minimizing workers compensation costs through competitive rates or
         assisting in countering potentially fraudulent claims.

                  F)       To coordinate with appropriate management all third
         party claims, bond claims, arbitration or litigation in which the
         Company may be involved and keep all interested parties informed of
         their status.

                  G)       To monitor, approve and allocate the Company's legal
         costs and assist/advise all operating units relative to selection of
         legal counsel.

                  H)       To negotiate with, select and maintain adequate and
         competitive employee health, welfare and dental plans.

                  I)       To maintain the Company's 401(k), pension plans or
         any other pension-related benefits that the Company has or may have in
         place.

                  J)       Assist in various tracking and reporting, such as the
         Company's bid results and backlog reports.

                  K)       Assist in preparing annual operating budgets,
         strategic plans and any special assignments related to acquisitions or
         mergers.

                  L)       Any other assignment as may be delegated by the Chief
         Executive Officer ("CEO"), the Chief Financial Officer ("CFO") or the
         Chief Operating Officer ("COO").



         2.       TERM. Subject to the provisions of termination provided in
paragraph 12, the term of this Agreement shall be three years from the date of
execution or from the date of the most recent renewal. Subject to a mandatory
annual review ("Review") of the Employee's performance by the CEO, this
Agreement may be renewed annually if the outcome of the Review results in a
recommendation for renewal by the CEO to the Board Compensation Committee
("Committee") and the Committee, by majority vote, authorizes the renewal.

         3.       COMPENSATION. Employee shall receive a base salary of One
Hundred Thousand Dollars ($100,000.00) per year, payable in accordance with the
regular payroll practices of Employer, and subject to applicable deductions of
withholding taxes and other customary employment taxes. The CEO shall review
Employee's salary at a minimum annually and may adjust Employee's salary upward
to recognize improvement, achievement or expansion of Employee's
responsibilities subject to approval of the Committee.

         Employee shall participate as a member of senior management in cash
incentive plans as currently existing or as amended or adopted in the future by
the Committee. Cash bonus plans are subject to annual review and/or change by
the Committee.

         4.       OPTIONS TO ACQUIRE COMMON STOCK. Employee is elligible to
participate in the Meadow Valley Corporation 1994 Stock Option Plan. Future
grants of stock options shall be subject to the discretion of Meadow Valley
Corporation's board of directors.

         5.       EMPLOYEE BENEFITS. Employer shall provide to Employee, and to
the Employee's dependents, a comprehensive major medical, health, and dental
insurance program comparable to the programs normally provided by other
employers in the same industry and marketplace, and the Employer shall pay the
cost of the Employee's portion of the premium. Should, at any time, the Employee
opt to maintain a personal major medical and health insurance policy for himself
and for his dependents and not participate in the Employer's group plan, then
Employer shall reimburse Employee the lesser of the amount Employee pays for
said personal policy, as evidenced by adequate documentation, or what Employer
would otherwise be paying were Employee participating in the Employer's group
plan. Should the Employee opt to maintain his own coverage, neither he nor his
dependents shall be precluded from later participating in the Employer's group
plan so long as they otherwise qualify for enrollment.

         At Employer's cost, Employer will maintain a life insurance policy
covering Employee, with at least $500,000 of death benefits being payable, in a
manner that is free of income tax, to Employee's estate or other beneficiaries
designated by Employee.

         Employer agrees to provide Employee with an automobile for
business-related use. In addition to the cost of the vehicle itself, Employer
shall pay, directly or by reimbursement to Employee, for all maintenance, fuel,
repairs, insurance, operating and other costs incidental thereto.

                                       2



         Employer shall pay for, or reimburse Employee for, dues for his
membership in industry related associations perceived as beneficial to Employer
and as approved by the CEO or the COO.

         So long as it is within the guidelines of the respective plan, Employee
shall be given the opportunity to participate in Employer's 401(k) and any other
plans made available to other members of executive management.

         Employee shall be entitled to receive all other employee benefits for
senior management personnel upon the terms and conditions then in effect,
including long term disability insurance.

         6.       MOVING EXPENSES AND SUBSISTENCE. In the event the Employer
requires the Employee to relocate, the Employer shall pay for all moving costs
of reasonable and normal household effects, including up to six months storage
of such household effects while Employee obtains a permanent residence in the
relocation area. Employee shall obtain a minimum of two moving and storage
quotes from reputable movers and Employer shall pay the most competitive rate.

         Employer shall provide Employee a subsistence allowance of Two Thousand
Dollars ($2,000.00) per month for the lesser of nine months from the date of
reassignment in a new location or until such time as the relocation of Employee
and his/her spouse to the relocation area is complete. In addition, costs for
one round-trip airline ticket per week between the Employee's previous location
and the relocation area will be reimbursed by Employer to Employee during the
same nine-month period, or less if relocation is completed earlier. Such tickets
may be used either by Employee or by his/her spouse.

         7.       HOLIDAYS AND VACATION.

                  A)       Employee shall be paid for the following seven (7)
         holidays: New Year's Day, Memorial Day, Independence Day, Labor Day,
         Thanksgiving Day and the day after Thanksgiving, and Christmas Day and
         all other holidays for Employees of the Company as approved by the CEO
         or Board of Directors.

                  B)       Employee is entitled to four weeks vacation during
         the first year of employment and for each year thereafter. Unused
         vacation in any given year shall accrue to following years up to a
         maximum of eight weeks in any one year.

         8.       RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such
reasonable time as is necessary or is deemed reasonably necessary by the
Employer to carry out all required duties and will devote full time to the
Employer during normal business hours. The Employee shall at all times
faithfully, with diligence and to the Employee's best good faith ability,
experience and talents, perform all the duties that may be required pursuant to
the express terms hereof to the reasonable satisfaction of the Employer, in
accordance with customary professional standards.

         9.       WORKING FACILITIES. The Employee shall be furnished with all
facilities and services suitable to Employee's position and adequate for the
performance of Employee's duties.

                                       3



         10.      EXPENSES. The Employee is authorized to incur reasonable
expenses for promoting the business of the Employer, including expenses for
entertainment, travel and similar items. The Employer shall reimburse the
Employee for all such expenses on the presentation by the Employee of itemized
and adequately documented accounts of such expenditures.

         11.      DISABILITY. If unable to perform duties under the terms of
this Agreement by reason of illness or incapacity for a period of four weeks,
Employee shall, commencing at the end of such four week period, be entitled to
receive Employee's compensation hereunder for a period of up to and including a
maximum of one year or until he is no longer disabled, whichever occurs first.
After one year of disability at full salary, the Employee, or his designated
beneficiary, shall be provided with a disability insurance policy, if available,
at no cost to Employee. The disability income policy would provide for monthly
income benefits at the rate of sixty percent (60%) of the Employee's base salary
at the time the disability occurred. The Company will attempt to procure a
disability income policy that would provide monthly benefits until the Employee
reaches 65 years of age or is no longer disabled whichever occurs first. If such
a policy is unavailable, the Company will attempt to provide the best policy
available. If no policy is available, no other disability income benefits will
be provided.

         12.      TERMINATION. This Employment Agreement may be terminated under
the following circumstances:

                  A)       WITHOUT CAUSE. Employer may terminate this Agreement
         at any time upon thirty (30) days written notice to Employee, but
         Employer shall be obligated to pay to Employee compensation in a lump
         sum for the balance of the term of this Agreement within 30 days of
         termination, unless Employee agrees to other payment terms.

                  B)       VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE.
         Employee may terminate this Agreement at any time upon thirty (30) days
         written notice to Employer and Employer shall be obligated, in that
         event, to pay Employee compensation up to the date of the termination
         only. All accrued but unpaid compensation and Employee benefits shall
         be paid in cash within 30 days of termination, unless Employee agrees
         to other payment terms.

                  C)       TERMINATION BY EMPLOYER FOR REASONABLE CAUSE. The
         Employer may terminate this Agreement for reasonable cause upon the
         unanimous vote of the Board of Directors and by thirty (30) days
         written notice to the Employee and Employer shall be obligated, in that
         event, to pay Employee compensation up to the date of termination only.
         For purposes hereof, "cause" shall be defined as meaning (i) such
         conduct by the Employee which constitutes material breach of this
         Agreement which is not cured within ninety (90) days of written notice
         to the Employee of said alleged breach or (ii) a material failure to
         competently perform Employee's duties as stated in paragraph 1 in
         accordance with applicable professional standards as stated in
         paragraphs 1 and 8 hereof provided that Employer has previously given
         Employee written notice

                                       4



         and a reasonable opportunity to remedy such failure and such failure
         has a materially adverse effect on the business or financial condition
         of Employer or (iii) material breach of Employee's fiduciary duty and
         such breach has a material adverse effect on the business or financial
         condition of Employer or (iv) egregiously improper or illegal conduct
         of the Employee which, based upon a unanimous good faith determination
         of the Board of Directors of the Employer, has a material adverse
         affect on Employer.

                  D)       TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE.
         Employee may terminate this Agreement for cause. In such event,
         Employer shall be obligated to pay Employee compensation in lump sum
         for the balance of the term of this Agreement within 30 days of
         termination or as Employee shall agree, plus damages suffered and
         expenses incurred by reason thereof. For this purpose "cause" shall
         mean (i) a material breach of this Agreement by Employer or (ii)
         failure of Employer to pay any amount owed Employee hereunder at the
         time and in the amount due or (iii) failure of Employer to follow
         applicable law, especially with respect to SEC filings and compliance
         over the objection of Employee or contrary to the reasonable advice of
         Employee or (iv) egregiously improper conduct with respect to dealing
         with Employee or in a manner which brings discredit to Employee.

         13.      CONFIDENTIALITY. Employee agrees not to disclose any
confidential, proprietary competitively sensitive information to persons who are
not employees, directors, lenders, bonding agents, insurance companies or
advisors of the Employer, except as required by law, without prior consent of
the Employer; provided however, any disclosure involving this paragraph shall
not result in a breach of this Agreement unless the disclosure has a materially
adverse effect on the Employer.

         14.      INDEMNIFICATION. Employer and Meadow Valley Contractors, Inc.
shall provide Employee with an Officer Indemnification Agreement in the form
attached hereto.

         15.      NOTICES. All notices, demands, and communications given under
this Agreement ("Notice") shall be in writing and delivered personally or sent
by registered or certified mail, return receipt requested, in the United States
mail, postage prepaid, addressed as follows:

                  If to Employer:
                           Meadow Valley Corporation
                           P.O. Box 60726
                           Phoenix, AZ 85082-0726

                  If to Employee:
                           Kenneth D. Nelson
                           1255 E. Nance

                                       5



                           Mesa, AZ 85203

or at such other address as a party may from time to time designate by Notice
hereunder. Notice shall be effective upon delivery in person, or if mailed, at
midnight on the third business day after the date of mailing.

         16.      ASSIGNMENT OF AGREEMENT. Neither party may assign or otherwise
transfer this Agreement or any of its rights or obligations hereunder without
the prior written consent to such assignment or transfer by the other party
hereto; and all the provisions of this Agreement shall be binding upon the
respective employees, successors, heirs and assigns of the parties; provided,
however, the benefits payable to Employee hereunder in the event of disability
or death or incapacity are payable to Employee's spouse or personal
representative.

         17.      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This
Agreement and the representations, warranties, covenants and other agreements
(however characterized or described) by both parties and contained herein or
made pursuant to the provisions hereof shall survive the execution and delivery
of this Agreement.

         18.      FURTHER INSTRUMENTS. The parties shall execute and deliver any
and all such other instruments in reasonable mutually acceptable form and
substance and shall take any and all such other actions as may be reasonably
necessary to carry the intent of the Agreement into full force and effect.

         19.      SEVERABILITY. If any provision of this Agreement shall be
held, declared or pronounced void, voidable, invalid, unenforceable or
inoperative for any reason by any court of competent jurisdiction, governmental
authority or otherwise, such holding, declaration or pronouncement shall not
affect adversely any other provision of this Agreement, which shall otherwise
remain in full force and effect and be enforced in accordance with its terms,
and the effect of such holding, declaration or pronouncement shall be limited to
the territory of jurisdiction in which made.

         20.      WAIVER. All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
provided by law. No delay or failure on the part of either party in the exercise
of any right or remedy arising from a breach of this Agreement shall operate as
a waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.

         21.      GENERAL PROVISIONS. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the state of Arizona.
Except as otherwise expressly stated herein, time is of the essence in
performing under this Agreement. This Agreement embodies the entire agreement
and understanding between

                                       6



the parties and supersedes all prior agreements and understandings relating to
the subject matter of this Agreement as it relates to the parties' duties and
obligations from and after November 12, 2002, and this Agreement may not be
modified or amended or any term or provision hereof waived or discharged except
in writing signed by the party against whom such amendment, modification, waiver
or discharge is sought to be enforced. The headings of this Agreement are for
convenience in reference only and shall not limit or otherwise affect the
meaning thereof. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument.

         22.      SPECIAL RIGHT OF EMPLOYEE UNDER CERTAIN CIRCUMSTANCES. During
the term of this Agreement, if Meadow Valley Corporation is involved in a
merger, consolidation or other business combination in which Meadow Valley
Corporation is not the surviving and controlling entity and as a result thereof
the Employee is required to relocate outside the city of his/her current
residence in a manner not objectively reasonable, then Employee shall have the
following rights:

         A)       To terminate this Agreement with 30 days prior notice, in
which event Employer shall pay Employee a lump sum equal to the Employee's
compensation for the remainder of the term of this Agreement, payable within
fourteen calendar days of the date of termination; and

         B)       All options granted shall, to the extent not specifically
prohibited by the stock option plan then in effect, vest immediately and be
exercisable within one year of the termination notice provided in A above.

The provisions of this Section 22 shall supercede the entitlements set forth in
paragraph 12 TERMINATION in the events contemplated within this Section 22.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.

                                       Meadow Valley Corporation

/s/ Kenneth D. Nelson                  By /s/ Charles R. Norton
- ---------------------                     ---------------------------------
Employee                                  Chairman - Compensation Committee

                                       7

EX-10.229

                                                                  EXHIBIT 10.229

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is entered into as of the 10th day of March
2003, by and between Meadow Valley Corporation, a Nevada corporation (the
"Employer"), and Alan A. Terril (the "Employee").

         The Employer hereby employs the Employee on a full-time basis, and the
Employee hereby accepts such full-time employment on the terms and conditions
hereinafter set forth.

         1.       EMPLOYMENT. Employee is employed as the Senior Vice President
- - Chief Operating Officer ("COO") for the Employer. Employee shall perform all
duties as outlined herein and as may be assigned by the Employer and shall
devote full time, attention and loyalty to the affairs of the Employer. The
duties of the Employee shall specifically be:

                  A)       Oversee all operating entities of the Employer.
         Reporting to Alan Terril will be each Area Manager for the Nevada,
         Arizona, Asphalt Paving and Utah Areas, and the President of Ready Mix,
         Inc.

                  B)       Assist operating units in decision-making relative to
         work bidding, margins bid, and preparation and submission of estimates.

                  C)       Assist operating units to maximize profitability by
         active participation in project planning, problem-solving, partnering,
         and claims/litigation preparation.

                  D)       Assist and oversee operating budgets, capital
         expenditure budgets and approve project specific budgets for use in the
         Company's Budget Bonus Incentive Program.

                  E)       Oversee and delegate as necessary administration of
         the Company's equipment and other resources. The COO is responsible for
         decision-making regarding the types of equipment acquired in capital
         purchases and leases.

                  F)       Assist in selection and evaluation of merger and/or
         acquisition opportunities of the Company.

                  G)       Assist in formulating and executing strategic plans.

                  H)       Any other area specifically assigned by the Chief
         Executive Officer ("CEO") or the Board of Directors.

                  I)       To maintain and promote relationships with owners
         with whom the Company contracts.

         2.       TERM. Subject to the provisions of termination provided in
paragraph 12, the term of this Agreement shall be three years from the date of
execution or from the date of the most recent renewal. Subject to a mandatory
annual review ("Review") of the Employee's performance by the CEO, this
Agreement may be renewed annually if the outcome of the Review results in a
recommendation for renewal by the CEO to the Board Compensation Committee
("Committee") and the Committee, by majority vote, authorizes the renewal.



         3.       COMPENSATION. Employee shall receive a base salary of One
Hundred Twenty-seven Thousand Dollars ($127,000.00) per year, payable in
accordance with the regular payroll practices of Employer, and subject to
applicable deductions of withholding taxes and other customary employment taxes.
The CEO of Employer shall review Employee's salary at a minimum annually and may
adjust Employee's salary upward to recognize improvement, achievement or
expansion of Employee's responsibilities subject to approval of the Committee.

         Employee shall participate as a member of senior management in cash
incentive plans as currently existing or as amended or adopted in the future by
the Committee. Cash bonus plans are subject to annual review and/or change by
the Committee.

         4.       OPTIONS TO ACQUIRE COMMON STOCK. Employee is eligible to
participate in the Meadow Valley Corporation 1994 Stock Option Plan. Future
grants of stock options shall be subject to the discretion of Meadow Valley
Corporation's board of directors.

         5.       EMPLOYEE BENEFITS. Employer shall provide to Employee, and to
the Employee's dependents, a comprehensive major medical, health, and dental
insurance program comparable to the programs normally provided by other
employers in the same industry and marketplace, and the Employer shall pay the
cost of the Employee's portion of the premium. Should, at any time, the Employee
opt to maintain a personal major medical and health insurance policy for himself
and for his dependents and not participate in the Employer's group plan, then
Employer shall reimburse Employee the lesser of the amount Employee pays for
said personal policy, as evidenced by adequate documentation, or what Employer
would otherwise be paying were Employee participating in the Employer's group
plan. Should the Employee opt to maintain his own coverage, neither he nor his
dependents shall be precluded from later participating in the Employer's group
plan so long as they otherwise qualify for enrollment.

         At Employer's cost, Employer will maintain a life insurance policy
covering Employee, with at least $500,000 of death benefits being payable, in a
manner that is free of income tax, to Employee's estate or other beneficiaries
designated by Employee.

         Employer agrees to provide Employee with an automobile for
business-related use. In addition to the cost of the vehicle itself, Employer
shall pay, directly or by reimbursement to Employee, for all maintenance, fuel,
repairs, insurance, operating and other costs incidental thereto.

         Employer shall pay for, or reimburse Employee for, dues for his
membership in industry related associations perceived as beneficial to Employer
and as approved by the CEO.

         So long as it is within the guidelines of the respective plan, Employee
shall be given the opportunity to participate in Employer's 401(k) and any other
plans made available to other members of executive management.

         Employee shall be entitled to receive all other employee benefits for
senior management personnel upon the terms and conditions then in effect,
including long term disability insurance.

                                       2



         6.       MOVING EXPENSES AND SUBSISTENCE. In the event the Employer
requires the Employee to relocate, the Employer shall pay for all moving costs
of reasonable and normal household effects, including up to six months storage
of such household effects while Employee obtains a permanent residence in the
relocation area. Employee shall obtain a minimum of two moving and storage
quotes from reputable movers and Employer shall pay the most competitive rate.

         Employer shall provide Employee a subsistence allowance of Two Thousand
Dollars ($2,000.00) per month for the lesser of nine months from the date of
reassignment in a new location or until such time as the relocation of Employee
and his/her spouse to the relocation area is complete. In addition, costs for
one round-trip airline ticket per week between the Employee's previous location
and the relocation area will be reimbursed by Employer to Employee during the
same nine-month period, or less if relocation is completed earlier. Such tickets
may be used either by Employee or by his/her spouse.

         7.       HOLIDAYS AND VACATION.

                  A)       Employee shall be paid for the following seven (7)
         holidays: New Year's Day, Memorial Day, Independence Day, Labor Day,
         Thanksgiving Day and the day after Thanksgiving, and Christmas Day and
         all other holidays for Employees of the Company as approved by the
         Chief Executive Officer or Board of Directors.

                  B)       Employee is entitled to four weeks vacation during
         the first year of employment and for each year thereafter. Unused
         vacation in any given year shall accrue to following years up to a
         maximum of eight weeks in any one year.

         8.       RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such
reasonable time as is necessary or is deemed reasonably necessary by the
Employer to carry out all required duties and will devote full time to the
Employer during normal business hours. The Employee shall at all times
faithfully, with diligence and to the Employee's best good faith ability,
experience and talents, perform all the duties that may be required pursuant to
the express terms hereof to the reasonable satisfaction of the Employer, in
accordance with customary professional standards.

         9.       WORKING FACILITIES. The Employee shall be furnished with all
facilities and services suitable to Employee's position and adequate for the
performance of Employee's duties.

         10.      EXPENSES. The Employee is authorized to incur reasonable
expenses for promoting business of the Employer, including expenses for
entertainment, travel and similar items. The Employer shall reimburse the
Employee for all such expenses on the presentation by the Employee of itemized
and adequately documented accounts of such expenditures.

         11.      DISABILITY. If unable to perform duties under the terms of
this Agreement by reason of illness or incapacity for a period of four weeks,
Employee shall,

                                        3



commencing at the end of such four week period, be entitled to receive
Employee's compensation hereunder for a period of up to and including a maximum
of one year or until he is no longer disabled, whichever occurs first. After one
year of disability at full salary, the Employee, or his designated beneficiary,
shall be provided with a disability insurance policy, if available, at no cost
to Employee. The disability income policy would provide for monthly income
benefits at the rate of sixty percent (60%) of the Employee's base salary at the
time the disability occurred. The Company will attempt to procure a disability
income policy that would provide monthly benefits until the Employee reaches 65
years of age or is no longer disabled whichever occurs first. If such a policy
is unavailable, the Company will attempt to provide the best policy available.
If no policy is available, no other disability income benefits will be provided.

         12.      TERMINATION. This Employment Agreement may be terminated under
the following circumstances:

                  A)       WITHOUT CAUSE. Employer may terminate this Agreement
         at any time upon thirty (30) days written notice to Employee, but
         Employer shall be obligated to pay to Employee compensation in a lump
         sum for the balance of the term of this Agreement within 30 days of
         termination, unless Employee agrees to other payment terms.

                  B)       VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE.
         Employee may terminate this Agreement at any time upon thirty (30) days
         written notice to Employer and Employer shall be obligated, in that
         event, to pay Employee compensation up to the date of the termination
         only. All accrued but unpaid compensation and Employee benefits shall
         be paid in cash within 30 days of termination, unless Employee agrees
         to other payment terms.

                  C)       TERMINATION BY EMPLOYER FOR REASONABLE CAUSE. The
         Employer may terminate this Agreement for reasonable cause upon the
         unanimous vote of the Board of Directors and by thirty (30) days
         written notice to the Employee and Employer shall be obligated, in that
         event, to pay Employee compensation up to the date of termination only.
         For purposes hereof, "cause" shall be defined as meaning (i) such
         conduct by the Employee which constitutes material breach of this
         Agreement which is not cured within ninety (90) days of written notice
         to the Employee of said alleged breach or (ii) a material failure to
         competently perform Employee's duties as stated in paragraph 1 in
         accordance with applicable professional standards as stated in
         paragraphs 1 and 8 hereof provided that Employer has previously given
         Employee written notice and a reasonable opportunity to remedy such
         failure and such failure has a materially adverse effect on the
         business or financial condition of Employer or (iii) material breach of
         Employee's fiduciary duty and such breach has a material adverse effect
         on the business or financial condition of Employer or (iv) egregiously
         improper or illegal conduct of the Employee which, based upon a
         unanimous good faith determination of the Board of Directors of the
         Employer, has a material adverse affect on Employer.

                                       4



                  D)       TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE.
         Employee may terminate this Agreement for cause. In such event,
         Employer shall be obligated to pay Employee compensation in lump sum
         for the balance of the term of this Agreement within 30 days of
         termination or as Employee shall agree, plus damages suffered and
         expenses incurred by reason thereof. For this purpose "cause" shall
         mean (i) a material breach of this Agreement by Employer or (ii)
         failure of Employer to pay any amount owed Employee hereunder at the
         time and in the amount due or (iii) failure of Employer to follow
         applicable law, especially with respect to SEC filings and compliance
         over the objection of Employee or contrary to the reasonable advice of
         Employee or (iv) egregiously improper conduct with respect to dealing
         with Employee or in a manner which brings discredit to Employee.

         13.      CONFIDENTIALITY. Employee agrees not to disclose any
confidential, proprietary competitively sensitive information to persons who are
not employees, directors, lenders, bonding agents, insurance companies or
advisors of the Employer, except as required by law, without prior consent of
the Employer; provided however, any disclosure involving this paragraph shall
not result in a breach of this Agreement unless the disclosure has a materially
adverse effect on the Employer.

         14.      INDEMNIFICATION. Employer and Meadow Valley Contractors, Inc.
shall provide Employee with an Officer Indemnification Agreement in the form
attached hereto.

         15.      NOTICES. All notices, demands, and communications given under
this Agreement ("Notice") shall be in writing and delivered personally or sent
by registered or certified mail, return receipt requested, in the United States
mail, postage prepaid, addressed as follows:

                  If to Employer:
                           Meadow Valley Corporation
                           P.O. Box 60726
                           Phoenix, AZ 85082-0726

                  If to Employee:
                           Alan A. Terril
                           P.O. Box 364
                           Overton, NV 89040

or at such other address as a party may from time to time designate by Notice
hereunder. Notice shall be effective upon delivery in person, or if mailed, at
midnight on the third business day after the date of mailing.

         16.      ASSIGNMENT OF AGREEMENT. Neither party may assign or otherwise
transfer this Agreement or any of its rights or obligations hereunder without
the

                                       5



prior written consent to such assignment or transfer by the other party hereto;
and all the provisions of this Agreement shall be binding upon the respective
employees, successors, heirs and assigns of the parties; provided, however, the
benefits payable to Employee hereunder in the event of disability or death or
incapacity are payable to Employee's spouse or personal representative.

         17.      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This
Agreement and the representations, warranties, covenants and other agreements
(however characterized or described) by both parties and contained herein or
made pursuant to the provisions hereof shall survive the execution and delivery
of this Agreement.

         18.      FURTHER INSTRUMENTS. The parties shall execute and deliver any
and all such other instruments in reasonable mutually acceptable form and
substance and shall take any and all such other actions as may be reasonably
necessary to carry the intent of the Agreement into full force and effect.

         19.      SEVERABILITY. If any provision of this Agreement shall be
held, declared or pronounced void, voidable, invalid, unenforceable or
inoperative for any reason by any court of competent jurisdiction, governmental
authority or otherwise, such holding, declaration or pronouncement shall not
affect adversely any other provision of this Agreement, which shall otherwise
remain in full force and effect and be enforced in accordance with its terms,
and the effect of such holding, declaration or pronouncement shall be limited to
the territory of jurisdiction in which made.

         20.      WAIVER. All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
provided by law. No delay or failure on the part of either party in the exercise
of any right or remedy arising from a breach of this Agreement shall operate as
a waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.

         21.      GENERAL PROVISIONS. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the state of Arizona.
Except as otherwise expressly stated herein, time is of the essence in
performing under this Agreement. This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter of this Agreement as it relates to
the parties' duties and obligations from and after April 1, 1997, and this
Agreement may not be modified or amended or any term or provision hereof waived
or discharged except in writing signed by the party against whom such amendment,
modification, waiver or discharge is sought to be enforced. The headings of this
Agreement are for convenience in reference only and shall not limit or otherwise
affect the meaning thereof. This Agreement may be executed in any number of

                                       6



counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.

22.      SPECIAL RIGHT OF EMPLOYEE UNDER CERTAIN CIRCUMSTANCES. During the term
of this Agreement, if Meadow Valley Corporation is involved in a merger,
consolidation or other business combination in which Meadow Valley Corporation
is not the surviving and controlling entity and as a result thereof the Employee
is required to relocate outside the city of his/her current residence in a
manner not objectively reasonable, then Employee shall have the following
rights:

         A)       To terminate this Agreement with 30 days prior notice, in
which event Employer shall pay Employee a sum equal to the Employee's
compensation for the remainder of the term of this Agreement, payable within
fourteen calendar days of the date of termination; and

         B)       All options granted shall, to the extent not specifically
prohibited by the stock option plan then in effect, vest immediately and be
exercisable within one year of the termination notice provided in A above.

The provisions of this Section 22 shall supercede the entitlements set forth in
paragraph 12 TERMINATION in the events contemplated within this Section 22.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.

                                         Meadow Valley Corporation

/s/ alan Terril                          By /s/ Charles R. Norton
- ---------------                             ---------------------------------
Employee                                    Chairman - Compensation Committee

                                       7

EX-10.230

                                                                  EXHIBIT 10.230

                          MEADOW VALLEY CORPORATION AND
                         MEADOW VALLEY CONTRACTORS, INC.
                   OFFICER/DIRECTOR INDEMNIFICATION AGREEMENT

         THIS AGREEMENT ("Agreement") is entered into and effective this 10th
day of March, 2003, by and between Meadow Valley Corporation and Meadow Valley
Contractors, Inc., Nevada corporations ("Corporation"), and Clint L. Tryon
("Indemnified Party").

         WHEREAS, the Board of Directors has determined that it is in the best
interest of the Corporation and its shareholders to agree to indemnify
Indemnified Party (who is a Director and/or Officer of the Corporation) from and
against certain liabilities for actions taken by her during the performance of
her tasks for the Corporation.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1.       INDEMNIFICATION. The Corporation hereby agrees to indemnify
and hold harmless Indemnified Party to the maximum extent possible under all
applicable laws against any and all claims, demands, debts, duties, liabilities,
judgments, fines and amounts paid in settlement and expenses (including
attorneys' fees and expenses) actually and reasonably incurred by Indemnified
Party in connection with the investigation, defense, negotiation and settlement
of any such claim or any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
an action by or in the right of the Corporation) to which Indemnified Party is
or becomes a party, or is threatened to be made a party, by reason of the fact
that Indemnified Party is an officer or a director of the Corporation or any of
its subsidiaries.

         2.       LIMITATIONS ON INDEMNITY. No indemnity pursuant to this
Agreement shall be made by the Corporation:

         (a)      For the amount of such losses for which the Indemnified Party
                  is indemnified pursuant to any insurance purchased and
                  maintained by the Corporation; or

         (b)      In respect to remuneration paid to Indemnified Party if it
                  shall be determined by a final judgment or other final
                  adjudication that such remuneration was in violation of law;
                  or

         (c)      On account of any suit in which judgment is rendered against
                  Indemnified Party for an accounting of profits made (i) for an
                  improper personal profit without full and fair disclosure to
                  the Corporation of all material conflicts of interest and not
                  approved thereof by a majority of the disinterested members of
                  the Board of Directors of the Corporation; or (ii) from the
                  purchase or sale by Indemnified Party of securities of the
                  Corporation pursuant to the provisions of Section 16(b) of the
                  Securities Exchange Act



                  of 1934 and amendments thereto or similar provisions of any
                  federal, state or local law; or

         (d)      On account of Indemnified Party's conduct which is finally
                  determined to have been knowingly fraudulent, deliberately
                  dishonest or willfully in violation of applicable law for
                  which the corporation suffered actual financial damages; or

         (e)      If a final decision by a court having jurisdiction in the
                  matter shall determine that such indemnification is not
                  lawful.

         3.       CONTINUATION OF INDEMNITY. All agreements and obligations of
the Corporation contained herein shall continue during the period Indemnified
Party is an officer or director of the Corporation or a subsidiary and
thereafter so long as Indemnified Party shall be subject to any possible claim
or threatened, pending or completed action, suit or proceeding, whether civil,
criminal or investigative, by reason of the fact that Indemnified Party was an
officer or a director of the Corporation or any subsidiary.

         4.       NOTIFICATION AND DEFENSE OF CLAIM. Within 30 days after
receipt by Indemnified Party of notice of any claim or any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, in which Indemnified Party has a right to Indemnification
hereunder, Indemnified Party will notify the Corporation of the commencement
thereof. With respect to any such action, suit or proceeding as to which
Indemnified Party notifies the Corporation of the commencement thereof:

         (a)      The Corporation will be entitled to participate therein at its
                  own expense; and

         (b)      Except as otherwise provided below, to the extent that it may
                  wish, the Corporation jointly with any other indemnifying
                  party will be entitled to assume the defense thereof, with
                  counsel satisfactory to Indemnified Party. After notice from
                  the Corporation to Indemnified Party of its election to assume
                  the defense thereof, the Corporation will not be liable to
                  Indemnified Party under this Agreement for any legal or other
                  expenses subsequently incurred by Indemnified Party in
                  connection with the defense thereof other than reasonable
                  costs of investigation or as otherwise provided below.
                  Indemnified Party shall have the right to employ counsel in
                  such action, suit or proceeding, but the fees and expenses of
                  such counsel incurred after notice from the Corporation of its
                  assumption of the defense thereof shall be at the expense of
                  Indemnified Party, unless (i) the employment of counsel by
                  Indemnified Party has been authorized by the Corporation, (ii)
                  Indemnified Party shall have reasonably concluded that there
                  may be a conflict of interest between the Corporation and
                  Indemnified Party in the conduct of the defense of such
                  action, (iii) the Corporation shall not in fact have employed
                  counsel to assume the defense of such action, in each of which
                  cases the fees and expenses of counsel shall be at the expense
                  of the Corporation, or (iv) unless the Indemnified

                                       2



                  Party reasonably and in good faith asserts defenses and
                  theories of defense not asserted by the Corporation. The
                  Corporation shall not be entitled to assume the defense of any
                  action, suit or proceeding brought by or on behalf of the
                  Corporation or as to which Indemnified Party shall have made
                  the conclusion provided for in (ii) or (iv) above.

         (c)      The Corporation shall not be liable to indemnify Indemnified
                  Party under this Agreement for any amounts paid in settlement
                  of any action or claim effected without the Corporation's
                  written consent. The Corporation shall not settle any action
                  or claim in any manner which would impose any penalty or
                  limitation on Indemnified Party without Indemnified Party's
                  written consent. Neither the Corporation or Indemnified Party
                  will unreasonably withhold their consent to any proposed
                  settlement.

         5.       REPAYMENT OF EXPENSES. Indemnified Party agrees that
Indemnified Party will reimburse the Corporation for all reasonable expenses
paid by the Corporation in defending any civil or criminal action, suit or
proceeding against Indemnified Party in the event and only to the extent that
Indemnified Party is finally determined that Indemnified Party is not entitled
to be indemnified by the Corporation for such expenses under the Corporation's
charter or bylaws, this Agreement or under applicable law.

         6.       ENFORCEMENT.

         (a)      The Corporation expressly confirms and agrees that it has
                  entered into this Agreement and assumed the obligations
                  imposed on the Corporation hereby in order to induce
                  Indemnified Party to serve as an officer and/or director of
                  the Corporation or any subsidiary thereof, and acknowledges
                  that Indemnified Party is relying upon this Agreement as part
                  of the consideration for so acting.

         (b)      In the event Indemnified Party is required to bring any action
                  to enforce rights or to collect moneys due under this
                  Agreement and is successful in such action, the Corporation
                  shall reimburse Indemnified Party for all of Indemnified
                  Party's reasonable attorneys' and other fees and expenses in
                  bringing and pursuing such action.

         7.       SEVERABILITY. Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others, so that if any
provision hereof shall be held to be invalid or unenforceable for any reason,
such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof.

         8.       GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION.

         (a)      This Agreement shall be interpreted and enforced in accordance
                  with the laws of the State of Arizona.

         (b)      This Agreement shall be binding upon Indemnified Party and
                  upon the Corporation, its successors and assigns, and shall
                  inure to the benefit of

                                       3



                  Indemnified Party, his heirs, personal representatives and
                  assigns and to the benefit of the Corporation, its successors
                  and assigns.

         (c)      No amendment, modification, termination or change of this
                  Agreement shall be effective unless it is signed by both
                  parties hereto.

         9.       ADDITIONAL RIGHTS. This Agreement is in addition to, and not
in lieu of, any other right to indemnification under the Corporation's corporate
charter, bylaws, insurance contracts or otherwise at law or in equity.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.

                                MEADOW VALLEY CORPORATION AND MEADOW VALLEY
                                CONTRACTORS, INC.

                                By: /s/ Bradley E. Larson
                                    --------------------------------------------
                                Bradley E. Larson, President and Chief Executive
                                Officer

                                Indemnified Party:

                                /s/ Clint L. Tryon
                                ------------------------------------------------
                                Clint L. Tryon

                                       4

EX-99.12

                                                                   EXHIBIT 99.12
                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Meadow Valley Corporation (the
"Company") on Form 10-K for the year ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Bradley E. Larson, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.





/s/ Bradley E. Larson
- -----------------------------------------
Bradley E. Larson
President and Chief Executive Officer
March 28, 2003

EX-99.13

                                                                   Exhibit 99.13

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Meadow Valley Corporation (the
"Company") on Form 10-K for the year ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Clint
Tryon, Principal Accounting Officer of the Company, certify, pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.





/s/ Clint Tryon
- -----------------------------------------
Clint Tryon
Principal Accounting Officer
March 28, 2003

EX-99.14

                                                                   EXHIBIT 99.14

[NASDAQ(R) LOGO]

By Facsimile and First Class Mail

March 11, 2003

Mr. Bradley E. Larson
President and Chief Executive Officer
Meadow Valley Corporation
4411 South 40th Street, Suite D11
Phoenix, AZ 85040

Re: Meadow Valley Corporation (the "Company")

Dear Mr. Larson:

On November 8, 2002, Staff notified the Company that its common stock failed to
maintain a minimum bid price of $1.00 over the previous 30 consecutive trading
days as required by. The Nasdaq Small Cap Market set forth in Marketplace Rule
4310(C)(4) (the "Rule"). In accordance with Marketplace Rule 4310(C)(8)(D), the
Company was provided 180 calendar days, or until May 7, 2003, to regain
compliance with the Rule, Since then, the closing bid price of the Company's
common stock has been at $1.00 per share or greater for at least 10 consecutive
trading days. Accordingly, the Company has regained compliance with the Rule and
this matter is now closed.

If you have any questions, please contact Karl Heermann, Listing Analyst, at
(301) 978-8040.

Sincerely,

/s/ Cynthia T. Melo
- -----------------------------
Cynthia T. Melo
Associate Director
Nasdaq Listing Qualifications