8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report  (Date of earliest event reported) October 20, 2006

MEADOW VALLEY CORPORATION

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

0-25428	86-0328443
(Commission File Number)	(IRS Employer Identification No.)
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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02                Unregistered Sales of Equity Securities.

On October 20, 2006, the Registrant consummated a private placement to institutional and accredited investors of 817,120 units (“Units”) at a price of $9.00 per Unit, with each Unit consisting of one share of the Registrant’s common stock and a warrant to purchase one-tenth of one share of the Registrant’s common stock.  The private placement generated net proceeds to the Registrant of approximately $6.5 million.  The proceeds of the offering will be used for working capital and general corporate purposes.

The warrants underlying the Units (the “Warrants”) are exercisable at $12.60 per share commencing on the earlier of (i) the effective date of a registration statement (as discussed below) with respect to the public sale of the common stock issuable upon the exercise of the Warrants or (ii) one year from the date of issuance of the Warrants; provided, however, that in no event may the Warrants be exercised within six months and one day from the date of issuance.  The Warrants expire on October 19, 2011.

The Registrant has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) within 30 days following the closing date of the private placement (the “Closing Date”) registering the re-sale of the common stock contained in the Units and the common stock underlying the Warrants.  If the Registrant does not file the registration statement within 30 days of the Closing Date or if the SEC has not declared the registration statement effective within 60 days of the Closing Date (or 90 days if the SEC reviews the registration statement), then the Registrant must pay to the investors in the private placement an amount in cash equal to 1% of the purchase price paid for the Units on such due date and on each 30th day thereafter until the registration statement has been filed or declared effective, as applicable.  In addition, if the Registrant fails to respond to the SEC’s comments to the registration statement within five days of the Registrant’s receipt of such comments, the Registrant must pay to the investors an amount in cash equal to 1% of the purchase price paid for the Units on such due date and on each 30th day thereafter until an amendment to the registration statement responding to such comments has been filed.  Notwithstanding the foregoing, the Registrant is not required to pay the investors liquidated damages to the extent the investors may sell their securities pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”).

In connection with the private placement, the executive officers and directors of the Registrant entered into lock-up agreements whereby they agreed not to dispose of any securities of the Registrant until six months following the Closing Date.  The lock-up does not apply to the disposition of common stock underlying options owned by such individuals or to certain bona fide gifts.

The offering was conducted in reliance on Section 4(2) of the Securities Act and Rule 506 promulgated thereunder.  Wunderlich Securities, Inc. served as the Registrant’s placement agent and was paid a commission equal to 10% of the gross proceeds of the offering.  In addition, the placement agent was reimbursed for its out-of-pocket expenses in an amount not exceed $50,000 without the Registrant’s prior written approval.

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Item 9.01                Financial Statements and Exhibits.

Exhibit Number	Description
4.1	Form of Warrant
10.1	Unit Purchase Agreement
10.2	Registration Rights Agreement
99.1	Press Release dated October 23, 2006

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEADOW VALLEY CORPORATION
Date: October 23, 2006	/s/ David D. Doty
	David D. Doty
	Chief Financial Officer

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EX-4.1

Exhibit 4.1

THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL TO THE ISSUER OF THESE SECURITIES, SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

Date: October 20, 2006

WARRANT FOR THE PURCHASE OF SHARES OF

COMMON STOCK OF MEADOW VALLEY CORPORATION

THIS IS TO CERTIFY that, for value received,              , its successors and assigns (collectively, the “Holder”), are entitled to purchase, subject to the terms and conditions hereinafter set forth,               shares of Meadow Valley Corporation, a Nevada corporation (the “Company”) common stock, $.001 par value per share (“Common Stock”), and to receive certificates for the Common Stock so purchased.  The exercise price of this Warrant is $12.60 per share, subject to adjustment as provided below (the “Exercise Price”).

1.             Exercise Period and Vesting.  This Warrant shall vest and become exercisable by the Holder beginning upon the earlier of (i) the effective date of a registration statement with respect to the public sale of the Common Stock issuable upon the exercise of this Warrant or (ii) one year from the date of this Warrant, and ending at 5:00 p.m., New York, New York time, October 19, 2011 (the “Exercise Period”). Provided, however, in no  event shall this Warrant be exercisable until six months and one day from the date of issuance.  This Warrant will terminate automatically and immediately upon the expiration of the Exercise Period.

2.             Exercise of Warrant; Cashless Exercise.  This Warrant may be exercised, in whole or in part, at any time and from time to time during the Exercise Period.  Such exercise shall be accomplished by tender to the Company of an amount equal to the Exercise Price multiplied by number of underlying shares being purchased (the “Purchase Price”), either (a) in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price (as described in the following paragraph (a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed subscription

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agreement in substantially the form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or its transferee (as permitted under Section 3 below).  With respect to any exercise of this Warrant, the Holder will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date a properly executed Subscription and payment of the Purchase Price is received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.  Fractional shares of Common Stock will not be issued upon the exercise of this Warrant.  In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date.  In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holder covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable for.

If the Holder elects to conduct a Cashless Exercise, the Company shall cause to be delivered to the Holder a certificate or certificates representing the number of shares of Common Stock computed using the following formula:

X =	Y (A-B)
	A

Where:

X	=	the number of shares of Common Stock to be issued to Holder;
Y	=	the portion of the Warrant (in number of shares of Common Stock) being exercised by Holder (at the date of such calculation);
A	=	the Fair Market Value (as defined below) of one share of Common Stock on the Exercise Date, calculated by taking the average Fair Market Value over the last 10 trading days (not including the Exercise Date); and
B	=	Warrant Price (as adjusted to the date of such calculation).

For purposes of the foregoing calculation, Fair Market Value  shall mean:  (i) if the principal trading market for such securities is a national securities exchange, The Nasdaq Stock Market or the Over-the-Counter Bulletin Board (“OTCBB”) (or a similar system then in use), the last reported sales price on the principal market the trading day immediately prior to such Exercise Date; or (ii) if  (i) is not  applicable, and if bid and ask prices for shares of Common Stock are reported by the principal trading market or the National Quotation Bureau, the average of the high bid and low ask prices so reported for the trading day immediately prior to such

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Exercise Date.  Notwithstanding the foregoing, if there is no last reported sales price or bid and ask prices, as the case may be, for the day in question, then Fair Market Value  shall be determined as of the latest day prior to such day for which such last reported sales price or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the Fair Market Price shall be determined in good faith by, and reflected in a formal resolution of, the board of directors of the Company.  The Company acknowledges and agrees that this Warrant was issued on the Issuance Date.

3.             Transferability and Exchange.

(a)           This Warrant, and the Common Stock issuable upon the exercise hereof, may not be sold, transferred, pledged or hypothecated unless the Company shall have been provided with an opinion of counsel reasonably satisfactory to the Company that such transfer is not in violation of the Securities Act, and any applicable state securities laws.  Subject to the satisfaction of the aforesaid condition, this Warrant and the underlying shares of Common Stock shall be transferable from time to time by the Holder upon written notice to the Company.  If this Warrant is transferred, in whole or in part, the Company shall, upon surrender of this Warrant to the Company, deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer.  The Company may place a legend similar to the legend at the top of this Warrant on any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant or any replacement Warrants.  Only a registered Holder may enforce the provisions of this Warrant against the Company.  A transferee of the original registered Holder becomes a registered Holder only upon delivery to the Company of the original Warrant and an original Assignment, substantially in the form set forth in Exhibit B attached hereto.

(b)         This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender (not to exceed the aggregate number of shares underlying this Warrant).

4.             Adjustments to Exercise Price and Number of Shares Subject to Warrant.  The Exercise Price and the number of shares of Common Stock purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 4.  For the purpose of this Section 4, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, however designated, that has the right to participate in any distribution of the assets or earnings of the Company without limit as to per share amount (excluding, and subject to any prior rights of, any class or series of preferred stock).

(a)           In case the Company shall (i) pay a dividend or make a distribution in shares of Common Stock to holders of shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of

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Common Stock other securities of the Company, then the Exercise Price in effect at the time of the record date for such dividend or on the effective date of such subdivision, combination or reclassification, and/or the number and kind of securities issuable on such date, shall be proportionately adjusted so that the Holder of the Warrant thereafter exercised shall be entitled to receive the aggregate number and kind of shares of Common Stock (or such other securities other than Common Stock) of the Company, at the same aggregate Exercise Price, that, if such Warrant had been exercised immediately prior to such date, the Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification.  Such adjustment shall be made successively whenever any event listed above shall occur.

(b)           In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of cash, evidences of indebtedness or assets, or subscription rights or warrants, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair  Market Value  per share of Common Stock on such record date, less the amount of cash so to be distributed or the Fair Market Value (as determined in good faith by, and reflected in a formal resolution of, the board of directors of the Company) of the portion of the assets or evidences of indebtedness so to be distributed, or of such subscription rights or warrants, applicable to one share of Common Stock, and the denominator of which shall be the  Fair  Market Value per share of Common Stock.  Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.

(c)           Notwithstanding any provision herein to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this Section 4 (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.  All calculations under this Section 4 shall be made to the nearest cent or the nearest one-hundredth of a share, as the case may be.

(d)           In the event that at any time, as a result of an adjustment made pursuant to Section 4(a) above, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 4, and the other provisions of this Warrant shall apply on like terms to any such other shares.

(e)           If the Company merges or consolidates into or with another corporation or entity, or if another corporation or entity merges into or with the Company (excluding such a merger in which the Company is the surviving or continuing corporation and which does not result in any reclassification, conversion, exchange, or cancellation of the outstanding shares of

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Common Stock), or if all or substantially all of the assets or business of the Company are sold or transferred to another corporation, entity, or person, then, as a condition to such consolidation, merger, or sale (any a “Transaction”), lawful and adequate provision shall be made whereby the Holder shall have the right from and after the Transaction to receive, upon exercise of this Warrant and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock that would have been issuable if this Warrant had been exercised immediately before the Transaction, such shares of stock, securities, or assets as the Holder would have owned immediately after the Transaction if the Holder had exercised this Warrant immediately before the effective date of the Transaction.

(f)            In case any event shall occur as to which the other provisions of this Section 4 are not strictly applicable but the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof, then, in each such case, the Company shall effect such adjustment, on a basis consistent with the essential intent and principles established in this Section 4, as may be necessary to preserve, without dilution, the purchase rights represented by this Warrant.

5.             Registration Rights.

(a)           No Registration Under the Securities Act. The Warrant has not been registered under the Securities Act.  When exercised, the stock certificates shall bear the following legend unless two years have elapsed since the date of issuance of this Warrant  and the shares of Common Stock are issued in a cashless exercise pursuant to Section 2 hereof.

“The securities represented by this certifi­cate have not been registered under the Securities Act of 1933 (the “Act”), and may not be offered for sale or sold except pursuant to (i) an effective registration statement under the Act, or (ii) an opinion of counsel, if such opinion and counsel shall be reasonably satis­factory to counsel to the issuer, that an exemption from registration under the Act is available”.

(b)           Registration.  The Holder is entitled to registration rights as provided in a separate Registration Rights Agreement.

6.             Reservation of Shares.  The Company agrees at all times to reserve and hold available out of its authorized but unissued shares of Common Stock the number of shares of Common Stock issuable upon the full exercise of this Warrant.  The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the purchase thereof hereunder.

7.             Notices to Holder.  Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment.  Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company’s method of calculation and the facts upon which such

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calculations were based.  Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7.

In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, or winding up is to take place and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event.  Any such notice shall be given at least 10 days prior to the earliest date therein specified.

8.             No Rights as a Stockholder.  This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth.  Provided, however, the Company shall not enter into any merger agreement in which it is not the surviving entity, or sell all or substantially all of its assets unless the Company shall have first provided the Holder with 20 days prior written notice.

9.             Additional Covenants of the Company.  For so long as the Common Stock is listed for trading or trades on any national securities exchange or The Nasdaq Stock Market, the Company shall, upon issuance of any shares for which this Warrant is exercisable, at its expense, promptly obtain and maintain the listing or qualifications for trading of such shares.

The Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Securities Exchange Act of 1934 for so long as and to the extent that such requirements apply to the Company.

The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.  Without limiting the generality of the foregoing, the Company (a) will at all times reserve and keep available, solely for issuance and delivery upon exercise of this Warrant, shares of Common Stock issuable from time to time upon exercise of this Warrant, (b) will not increase the par value of any shares of Common Stock issuable upon exercise of this Warrant above the amount payable therefor upon such exercise, and (c) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable stock.

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10.           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and permitted assigns.

11.           Notices.  The Company agrees to maintain a ledger of the ownership of this Warrant (the “Ledger”).  Any notice hereunder shall be given by Federal Express or other overnight delivery service for delivery on the next business day if to the Company, at its principal executive office and, if to the Holder, to its address shown in the Ledger of the Company; provided, however, that either the Company or the Holder may at any time on three days written notice to the other designate or substitute another address where notice is to be given.  Notice shall be deemed given and received after a Federal Express or other overnight delivery service is delivered to the carrier.

12.           Severability.  Every provision of this Warrant is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the remainder of this Warrant.

13.           Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to the principles of choice of laws thereof.

14.           Attorneys’ Fees.  In any action or proceeding brought to enforce any provision of this Warrant, the prevailing party shall be entitled to recover reasonable attorneys’ fees in addition to its costs and expenses and any other available remedies.

15.           Entire Agreement.  This Warrant (including the Exhibits attached hereto) constitutes the entire understanding between the Company and the Holder with respect to the subject matter hereof, and supersedes all prior negotiations, discussions, agreements and understandings relating to such subject matter.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the date first set forth above.

	Meadow Valley Corporation
By:	Bradley E. Larson
	President and Chief Executive Officer

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Exhibit A

SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant)

The undersigned hereby irrevocably subscribes for              shares of the Common Stock (the “Stock”) of              (the “Company”) pursuant to and in accordance with the terms and conditions of the attached Warrant (the “Warrant”), and hereby makes payment of $             therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering              shares of Common Stock received upon exercise of the Warrant, which shares have an aggregate fair market value equal to such payment as required in Section 2 of the Warrant].  The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below.  If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below.

In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933 (the “Securities Act”).

I understand that if at this time the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition.  I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant.

I further agree that the Company may place stop transfer orders with its transfer agent same effect as the above legend.  The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company of an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed.

Date:	Signed:
	Print Name:
	Address:

A-1

Date:	Signed:
	Print Name:
	Address:

A-2

Exhibit B

ASSIGNMENT

(To be Executed by the Holder to Effect Transfer of the Attached Warrant)

For Value Received                          hereby sells, assigns and transfers to                          the Warrant attached hereto and the rights represented thereby to purchase              shares of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint                          as attorney to transfer such Warrant on the books of the Company with full power of substitution.

Date:	Signed:
Please print or typewrite name and address of assignee:		Please insert Social Security or other Tax Identification Number of Assignee:
Date:	Signed:
Please print or typewrite name and address of assignee:		Please insert Social Security or other Tax Identification Number of Assignee:

B-1

EX-10.1

Exhibit 10.1

UNIT PURCHASE AGREEMENT

THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is dated as of October 20, 2006, between Meadow Valley Corporation, a Nevada corporation (the “Company”), on the one hand, and the Purchaser(s) listed on Schedule 1.1 attached hereto (the “Purchaser”), on the other hand.  The Company and the Purchaser may hereinafter be referred to collectively as the “Parties” or individually as a “Party.”  Except as otherwise indicated herein, capitalized terms used herein shall have the meaning as defined in Exhibit A attached hereto.

PRELIMINARY STATEMENTS

A.            The Company wishes the Purchaser to make an equity investment in the Company.

B.            The Company and the Purchaser desire to enter into an agreement pursuant to which the Purchaser will purchase from the Company, and the Company will sell to the Purchaser, the restricted common stock and the warrants described herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereof, and for other good, valuable and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

STATEMENT OF AGREEMENT

ARTICLE I

ISSUANCE AND PURCHASE OF UNITS

1.1           Issuance and Purchase of Units.  Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of units (the “Units”) of the Company’s securities set forth on Schedule 1.1 to this Agreement at a price per Unit of $9.00  (the “Purchase Price”).  Each Unit shall consist of one share of Common Stock, par value $.001 per share, and one tenth of a Warrant to purchase one share of Common Stock.  A copy of the form of Warrant is annexed as Exhibit B. The Company shall issue no more than 830,000 Units pursuant to this Agreement and similar Agreements with other purchasers under a Confidential Term Sheet (the “Term Sheet”) dated October 12, 2006, as Supplemented.

1.2           Settlement.  (a) Provided that the gross proceeds received by the Escrow Agent, as defined in the Term Sheet, from the Purchaser and other purchasers who enter into similar agreements with the Company pursuant to the Term Sheet (the “Other Purchasers”) are at least 555,500 Units, the settlement of the transactions contemplated herein (the “Settlement”) shall take place at the offices of Wunderlich Securities, Inc., 6000 Poplar Avenue, Suite 150, Memphis, Tennessee  38119 at 11:00 a.m. central time on  such date as the Parties may mutually

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agree, but in no event later than November 20, 2006 (the “Settlement Date”).  If as of the Termination Date, as defined by the Term Sheet, the aggregate gross proceeds received by the Escrow Agent from the Purchaser and Other Purchasers is less than the lesser of (i) $4,999,500 or (ii) the gross proceeds from the sale of 555,500 Units, then this Agreement shall terminate, no Settlement shall take place and all funds shall be returned by the Escrow Agent; (b) at the settlement, the Company shall issue to Purchaser the Units  and deliver to Purchaser certificates for the shares of Common Stock and Warrants duly registered in the name of Purchaser and the Company shall deliver  a legal opinion from the Company’s counsel, Brownstein Hyatt & Farber, P.C., in form and substance satisfactory to Wunderlich Securities, Inc., and expressing the opinions identified on Schedule 1.2(c) hereto; (c) if the Settlement has occurred and all of the Units have not been sold and paid for, the proceeds of the Purchaser’s subscription shall be held in escrow by the Escrow Agent until a second Settlement has occurred at which time the offering under the Term Sheet will terminate; and (d) if the Purchaser has funds in its account with Wunderlich Securities, Inc., it authorizes such firm to deliver the Purchase Price to the Escrow Agent.

ARTICLE II

RESTRICTIONS ON TRANSFERABILITY

The Units shall not be transferred before satisfaction of the conditions specified in this Article II, which conditions are intended to ensure compliance with the provisions of the Securities Act and applicable state securities laws with respect to the transfer of any Units.  Purchaser, by entering into this Agreement and accepting the Units, agree to be bound by the provisions of this Article II.

2.1           Restrictive Legend.  Except as otherwise provided in this Article II, each certificate representing shares of Common Stock (the “Common Stock”) and Warrants shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AT THE TIME OF SALE OR THE HOLDER SUBMITS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, IS AVAILABLE.  SUCH SECURITIES ARE SUBJECT TO THE RESTRICTIONS AND PRIVILEGES SPECIFIED IN THE UNIT  PURCHASE AGREEMENT, DATED AS OF OCTOBER 20, 2006, BETWEEN MEADOW VALLEY CORPORATION AND THE PURCHASER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF MEADOW VALLEY CORPORATION AND WILL BE FURNISHED

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WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN REQUEST.  THE HOLDER OF THIS CERTIFICATE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF SUCH UNIT  PURCHASE AGREEMENT.”

2.2           Transfers. The Purchaser agrees that it will not sell, transfer or otherwise dispose of any shares of restricted Common Stock or Warrants, in whole or in part, except pursuant to an effective registration statement under the Securities Act or the Purchaser submits an opinion of counsel reasonably satisfactory to the Company that an exemption from registration exists thereunder.  Each certificate, if any, evidencing such shares of restricted Common Stock and Warrants issued upon such transfer shall bear the restrictive legend set forth in Section 2.1, unless in the written opinion of the transferee’s or Purchaser’s counsel delivered to the Company in connection with such transfer (which opinion shall be reasonably satisfactory to the Company) such legend is not required in order to ensure compliance with the Securities Act.

2.3           Termination of Restrictions.  The restrictions imposed by this Article II upon the transferability of the restricted Common Stock and Warrants and the legend requirement of Section 2.1 shall terminate as to any particular share or Warrant (i) when and so long as such security shall have been registered under the Securities Act and disposed of pursuant thereto, or (ii) when the Purchaser thereof shall have delivered to the Company the written opinion of counsel to such Purchaser, which opinion shall be reasonably satisfactory to the Company, stating that such legend is not required in order to ensure compliance with the Securities Act.  Whenever the restrictions imposed by this Article II shall terminate as to any restricted Common Stock or Warrants, as herein above provided, the Purchaser thereof shall be entitled to receive from the Company, at the expense of the Company, a new certificate representing such Common Stock or Warrants, not bearing the restrictive legend set forth in Section 2.1.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As a material inducement to the Purchaser entering into this Agreement and purchasing the Units, the Company represents and warrants to the Purchaser, which representation and warranty shall be true and correct as of the date signed by the Purchaser and as of the date of the  Settlement, as follows:

3.1           Corporate Status.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.  The Company has all requisite corporate power and authority to own or lease, as the case may be, its properties and to carry on its business as now conducted.  The Company and its Subsidiaries are qualified or licensed to conduct business in all jurisdictions where its or their ownership or lease of property and the conduct of its or their business requires such qualification or licensing, except to the extent that failure to so qualify or be licensed would not have a Material Adverse Effect on the Company.  There is no pending, or to the knowledge of the Company threatened, proceeding for

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the dissolution or liquidation or involving the insolvency of the Company or any of its Subsidiaries.

3.2           Corporate Power and Authority.  The Company has the corporate power and authority to execute and deliver this Agreement and the Units, to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby.  The Company has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Units and the transactions contemplated hereby and thereby. The Company has reserved with its stock transfer agent the shares of Common Stock issuable upon exercise of the Warrants.

3.3           Enforceability.  This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

3.4           Non-Contravention and No Violation.  The Company is not in violation of or default under, nor will the execution and delivery by the Company of  this Agreement, the consummation of the transactions contemplated hereby and thereby, and the compliance by the Company with the terms and provisions hereof and thereof,  (a) result in a violation or breach of, or constitute, with the giving of notice or lapse of time, or both, a material default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any material portion of the Company’s or its Subsidiaries’ properties or assets may be bound, (b) violate any Requirement of Law applicable to the Company or any of its Subsidiaries or any material portion of the Company’s properties or assets  (c) result in the imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, or conflict with the Company’s Articles of Incorporation or Bylaws or under any indenture, mortgage Contract or instrument to which the Company is a party, except where any of the foregoing would not have a Material Adverse Effect on the Company.

3.5           Consents/Approvals.  No consent, approval, waiver or other action by any Person under any Contract to which either the Company or any of its Subsidiaries is a party, or by which any of their respective properties or assets are bound, is required or necessary for the execution, delivery or performance by the Company of this Agreement  and the consummation of the transactions contemplated hereby, except where the failure to obtain such consents, filings, authorizations, approvals or waivers or make such filings would not have a Material Adverse Effect on the Company.

3.6           Capitalization.  The authorized capital stock of the Company consists of 15,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.  As of October 12, 2006, the Company had outstanding 4,165,963 shares of Common Stock, all of which were duly

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authorized, validly issued, fully paid and non-assessable and had no outstanding shares of Preferred Stock.  Except (a) as contemplated by this Agreement and  (b)  options to acquire 465,138 (not including 80,000 options authorized by the Board of Directors but not yet granted) shares of Common Stock under the Company’s option plans and equity incentive plans,  there are (x) no rights, options, warrants, convertible securities, subscription rights or other agreements, calls, plans, contracts or commitments of any kind relating to the issued and unissued capital stock of, or other equity interest in, the Company outstanding or authorized, (y) the consummation of the transactions consummated by this Agreement will not cause any anti-dilution adjustments to be made to any of the Company’s outstanding securities and (z) no contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of the Company Common Stock.  Upon delivery to the Purchaser of the certificates representing the shares of Common Stock and Warrants and payment of the Purchase Price, the Purchaser will acquire good, valid and marketable title, subject to the limitations on marketability contained in this Agreement or imposed pursuant to the Securities Act, to and beneficial and record ownership of the Units, and the shares of Common Stock and Warrants contained in the Units will be validly issued, fully paid and non-assessable.   Within the last three years, all prior sales of securities of the Company were either registered under the Securities Act and applicable state law or were exempt from registration.

3.7           SEC Reports and Nasdaq Eligibility.  Since September 30, 2005, the Company has made all filings (the “SEC Reports”) required to be made by it under the Securities Act  and the Securities Exchange Act of 1934, (the “Exchange Act”).  The SEC Reports, when filed, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the securities laws, rules and regulations of any state and pursuant to any Requirements of Law.  The SEC Reports, when filed, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.  The Company has delivered or made accessible to Purchaser true, accurate and complete copies of the SEC Reports which were filed with the SEC since September 30, 2005.  The Company’s Common Stock is currently eligible for trading on the Nasdaq SmallCap  Market.

3.8           Financial Statements.  Each of the balance sheets included in the SEC Reports (including any related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the other financial statements included in the SEC Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations or other information therein of the Company and its Subsidiaries for the periods or as of the dates therein set forth in accordance with GAAP consistently applied  and, where applicable, the rules of the SEC and the Public Company Accounting Oversight Board, during the periods involved (except that the interim reports are subject to normal recording adjustments which might be required as a result of year-end audit and except as otherwise stated therein).

3.9           Sarbanes-Oxley; Internal Accounting Controls.  The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of

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the date of this Agreement.  The Company and the Subsidiaries taken as a whole maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).  The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

3.10         Undisclosed Liabilities. As of June 30, 2006, except for liabilities and losses incurred in the ordinary course of business since that date , the Company and its Subsidiaries did  not have any material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, subordinated or unsubordinated, matured or unmatured, accrued, absolute, contingent, regulatory or administrative charges or lawsuits brought, whether or not of a kind required by GAAP to be set forth on a financial statement, that were not fully and adequately reflected or reserved for in the financial statements contained in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006, or otherwise disclosed in the SEC Reports. The Company is not the subject of any inquiry, investigation or similar matter being conducted by the SEC, any state securities regulator, the Nasdaq Stock Market, or other government body.

3.11         Material Changes.  Except as set forth in the SEC Reports, since June 30, 2006,  there has been no Material Adverse Change in or which may be reasonably expected to affect the Company.  In addition, the description of the Company’s business contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 is not materially inconsistent with its current operations.  Except as set forth in the SEC Reports, since June  30, 2006, there has not been (i) any direct or indirect redemption, purchase or other acquisition by the Company of any shares of the Common Stock or (ii) declaration, setting aside or payment of any dividend or other distribution by the Company with respect of the Common Stock.

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3.12         Litigation.  Except as set forth in the SEC Reports, neither the Company nor any of its Subsidiaries has received any notice of any outstanding judgments, rulings, orders, writs, injunctions, awards or decrees of any court, government or other authority against the Company or its Subsidiaries which could have, or is a  party to any litigation or similar proceeding including an arbitration proceeding which could have, if decided adversely to their interests, a Material Adverse Effect on the Company. The Company has not received notice of (i) any customer or other complaint threatening any litigation or other such proceeding or (ii) any investigation, inquiry or similar proceeding from any governmental authority or agency.

3.13         Investment Company.  The Company is not and after giving effect to the sale of the Units will not be an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

3.14         No Commissions.  Except for fees payable to Wunderlich Securities, Inc., the Company has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions in connection with the purchase of the Units.

3.15      Title.   Except as set forth on Schedule 3.15 hereto, the Company has good and marketable title to all properties and assets, owned by it, free and clear of all Liens, charges, encumbrances or restrictions, except such as are not materially significant or important in relation to the Company’s business; all of the material leases and subleases under which the Company is the lessor or sublessor of properties or assets or under which the Company hold properties or assets as lessee or sublessee are in full force and effect, and the Company is not in default in any material respect with respect to any of the terms or provisions of any of such leases or subleases, and no material claim has been asserted by anyone adverse to rights of the Company as lessor, sublessor, lessee or sublessee under any of the leases or subleases mentioned above, or affecting or questioning the right of the Company to continued possession of the leased or subleased premises or assets under any such lease or sublease.  The Company owns or leases all such properties as are necessary to its operations as now conducted and to be conducted, as presently planned.

3.16         Compliance With Laws, Licenses, Etc.  The Company has not received notice of any violation of or noncompliance with any federal, state, local or foreign, laws, ordinances, regulations and orders applicable to its business which has not been cured, the violation of, or noncompliance with which, would have a Material Adverse Effect on the business or operations of the Company.  The Company has all licenses and permits and other governmental certificates, authorizations and permits and approvals (collectively “Licenses”) required by every federal, state and local government or regulatory body for the operation of its business as currently conducted and the use of its properties, except where the failure to be licensed would not have a Material Adverse Effect on the business of the Company.  The Licenses are in full force and effect and no violations are or have been recorded in respect of any License and no proceeding is pending or threatened to revoke or limit any thereof.

3.17         Exemption From Registration.  Based upon the representations and warranties of each of the Purchaser and each other purchaser, the sale of the Units is exempt from the registration requirements of the Securities Act.

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3.18         Eligibility to Use Form S-3.  The Company is eligible to use Form S-3 and intends to use such form for the public sale by the Purchaser of the shares of Common Stock contained in the Units and issuable upon exercise of the Warrants under a Registration Rights Agreement of even date.

3.19         Stock Options.  With regard to the Company’s practices in connection with the granting of stock options, it has:  (i) granted all stock options at or above the fair market value as determined by its relevant stock option or equity incentive plan, (ii) utilized the date of (or a date after) any applicable meeting of its board of directors or committee of its board of directors for the purposes of determining fair market value of stock options it has granted, (iii) the Company has not granted any stock options to its officers and directors at a time while the Company was in possession of any material, non-public information, and (iv) the Company is not aware of any inquiry or investigation which has been initiated or is being considered with respect to its stock option practices, whether by its registered independent public accounting firm, independent counsel or other party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

As a material inducement to the Company entering into this Agreement and issuing and/or selling the Units, each Purchaser represents and warrants to the Company as follows:

4.1           Investment Intent.  The Purchaser is acquiring the Units hereunder for the Purchaser’s own account and with no present intention of distributing or selling the Units or any interest in the Units. The Purchaser agrees that it will not sell or otherwise dispose of any of the Units  or any interest in the Units  unless such sale or other disposition has been registered or qualified (as applicable) under the Securities Act and applicable state securities laws or, in the opinion of the Purchaser’s counsel delivered to the Company (which opinion shall be reasonably satisfactory to the Company) such sale or other disposition is exempt from registration or qualification under the Securities Act and applicable state securities laws.  The Purchaser understands that the sale of the Units acquired by the Purchaser hereunder has not been registered under the Securities Act, but the Units are issued through transactions exempt from the registration requirements of, among other things, Section 4(2) of the Securities Act and Rule 506 thereunder, and that the reliance of the Company on such exemption from registration is predicated in part on these representations and warranties of the Purchaser.  The Purchaser acknowledges that pursuant to Section 2.1 a restrictive legend consistent with the foregoing has been or will be placed on the certificates representing the shares of Common Stock and Warrants until such legend is permitted to be removed under applicable law. The Purchaser will have no right to require registration of the shares of Common Stock or the Warrants, and the Company is under no obligation to cause an exemption for resale to be available or register the shares of Common Stock or Warrants, except as provided in the Registration Rights Agreement attached as Exhibit C hereto.

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4.2           Adequate Information.  The Company has made available and the Purchaser has reviewed such information that the Purchaser considers necessary or appropriate to evaluate the risks and merits of an investment in the Units including, without limitation, the Company’s Form 10-K for the fiscal year ended December 31, 2005, Form 10-Qs for the quarterly periods ended  March 31, 2006, and June 30, 2006, Proxy Statement filed with the SEC on April 27, 2006 and Current Reports on Form 8-K filed with the SEC since March 31, 2006.

4.3           Opportunity to Ask Question.  The Purchaser has had the opportunity to question, and, to the extent deemed necessary or appropriate, has questioned representatives of the Company so as to receive answers and verify information obtained in the Purchaser’s examination of the Company, including the information that the Purchaser has reviewed in relation to its investment in the Units.

4.4           No Other Representations.  No oral or written representations have been made to the Purchaser in connection with the Purchaser’s acquisition of the Units which were in any way inconsistent with the information reviewed by the Purchaser. The Purchaser acknowledges that no representations or warranties of any type or description have been made to it by any Person with regard to the Company, any of its Subsidiaries, any of their respective businesses, properties or prospectus or the investment contemplated herein, other than the representations and warranties set forth in Article III hereof.  The Purchaser has not made its decision to acquire Units or to execute and deliver this Agreement on the basis of any belief that any officer, director or affiliate of the Company or any current stockholder of the Company would make an investment in the Company now or in the future.

4.5           Knowledge and Experience.  The Purchaser is an accredited investor as such term is defined in Rule 501 under the Securities Act.  The Purchaser has such knowledge and experience in financial, tax and business matters, including substantial experience in evaluating and investing in common stock and other securities (including the Common Stock and other securities of new and speculative companies), so as to enable the Purchaser to utilize the information made available to the Purchaser in order to evaluate the merits and risks of an investment in the Units and to make an informed investment decision with respect thereto. The information submitted to the Company on the Purchaser Suitability Questionnaire submitted with this Agreement by the Purchaser is true and correct.

4.6           Additional Representations.              Each Purchaser will make such additional representations and warranties and furnish such information regarding the Purchaser’s investment experience and financial position as the Company may reasonably require, and if there should be any material change in the information set forth herein or in the Purchaser Suitability Questionnaire prior to the closing of the sale of the Units, the Purchaser will immediately furnish such revised or corrected information to the Company.

4.7           Term Sheet.  The Purchaser has received a copy of the Term Sheet dated October 12, 2006 and any and all amendments, supplements and Appendices thereto.  Except for the information contained in the Term Sheet, as amended or supplemented  and except for the information that the Purchaser or its advisors, if any, have requested and been furnished in

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writing, neither the Purchaser nor its advisors has been furnished any offering material or literature by the Company or Wunderlich Securities, Inc.

4.8           Independent Decision.  The Purchaser is not relying on the Company, Wunderlich Securities, Inc. or on any legal or other opinion in the materials reviewed by the Purchaser with respect to the financial or tax considerations of the Purchaser relating to its investment in the Units.  The Purchaser has relied solely on the representations, warranties, covenants and agreements of the Company in this Agreement (including the Exhibits and Schedules hereto) and on its examination and independent investigation in making its decision to acquire the Units.  The Purchaser has been afforded the opportunity to obtain, and has been furnished, all material that it has requested relating to the proposed operation of the Company, any other matters relating to the business and properties of the Company and the offer and sale of the Units.

4.9           Legal Existence and Authority.  If the Purchaser is a corporation, partnership, limited liability company, trust or other entity, the Purchaser has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its formation with full power and authority to acquire and hold the Units  and to execute, deliver and comply with the terms of this Agreement and such other documents required to be executed and delivered by the undersigned in connection with this subscription.

4.10.        No Defaults or Conflicts.  The execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder does not conflict with or constitute a default under any instruments governing the Purchaser, or any law, regulation, order or agreement to which the Purchaser is a party or to which the undersigned is bound.

4.12.        Validity; Enforceability; Binding Effect.  This Agreement and the Registration Rights Agreement delivered herewith have been duly and validly authorized, executed and delivered by the Purchaser, and the agreements herein and therein constitute valid, binding and enforceable agreements of the Purchaser.  The Purchaser is not a partnership, common trust fund, special trust, pension fund, retirement plan or other entity in which the partners or participants, as the case may be, may designate the particular investments to be made or the allocation thereof.

4.13.        Confidentiality.  Unless required by law, the Purchaser shall not disclose, and shall maintain confidential any non-public information related to the Company,  provided that the undersigned may disclose such information to any of its advisors, attorneys and accountants, if such advisor, attorney and/or accountant shall have agreed to be bound by this provision.

4.14       Residence; No General Solicitation.    The Purchaser is a resident of the state(s)or other jurisdiction  referred to in the Purchaser Suitability Questionnaire.    The Purchaser has not been present in any other state or jurisdiction and had any communications with Wunderlich Securities, Inc. or anyone else related to its purchase of Units. The Purchaser has not aware of any general solicitation or advertising relating to the offer or sale of the Units.

4.15         Short Sales; No Net Short Position.  Since the Purchaser has learned of the offering of the Units, it has not engaged in short sales or similar hedging transactions with

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respect to the Company’s Common Stock and until the Registration Statement which the Company is obligated to file covering the Common Stock including the shares issuable upon exercise of the Warrants has become effective, the Purchaser shall not sell short the shares of the Company’s Common Stock. Until the Purchaser has sold all shares of the Common Stock including the shares issuable upon exercise of the Warrants, it shall not maintain a net short position in the Common Stock prior to the effective date of the Registration Statement. Provided, however, if the Purchaser presently has, or hereafter acquires, a long position in the Company’s Common Stock, the Purchaser may sell short or otherwise engage in hedging transactions with respect to that long position, but not against the shares of Common Stock contained in the Units.

ARTICLE V

COVENANTS

5.1           Filings.  Each of the Company and the Purchaser shall make on a prompt and timely basis all governmental or regulatory notifications and filings required to be made by it for the consummation of the transactions contemplated hereby.

5.2           Further Assurances.  Each of the Company and the Purchaser shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby.

5.3           Cooperation.  Each of the Company and the Purchaser agree to cooperate with the other in the preparation and filing of all forms, notifications, reports and information, if any, required or reasonably deemed advisable pursuant to any Requirement of Law in connection with the transactions contemplated by this Agreement and to use their respective best efforts to agree jointly on a method to overcome any objections by any Governmental Authority to any such transactions; provided that, any reasonable, out-of-pocket expenses incurred by the Purchaser related to any such objections shall be reimbursed by the Company.  Except as may be specifically required hereunder, none of the Parties or their respective Affiliates shall be required to agree to take any action that in the reasonable opinion of such Party would result in or produce a Material Adverse Effect on such Party.

5.4           Notification of Certain Matters. Each of the Company and the Purchaser shall give prompt notice to the other of the occurrence, or non-occurrence, of any event which would be likely to cause any representation or warranty herein to be untrue or inaccurate, or any covenant, condition or agreement herein not to be complied with or satisfied.

5.5           Reservation of Common Stock. The Company shall reserve the shares of Common Stock issuable upon exercise of the Warrants with its stock transfer agent until the earlier of (i) exercise of all Warrants or (ii) five years from the date hereof.

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ARTICLE VI

INDEMNIFICATION

6.1           Indemnification Generally.  The Company, on the one hand, and the Purchaser, on the other hand, shall indemnify the other from and against any and all losses, damages, liabilities, claims, charges, actions, proceedings, demands, judgments, settlement costs and expenses of any nature whatsoever (including, without limitation, attorneys’ fees and expenses) or deficiencies resulting from any breach of a representation, warranty or covenant by the Indemnifying Party (including indemnification by the Company of the Purchaser for any failure by the Company to deliver, or for any failure by the Purchaser to receive, stock certificates representing the Units on the Settlement Date) and all claims, charges, actions or proceedings incident to or arising out of the foregoing (“Losses”).  Notwithstanding the foregoing, (i) the Indemnifying Party shall not be liable for any Losses to the extent such Losses arise out of, result from, or are increased by, the breach of this Agreement by, or the fraudulent acts or gross negligence of, the Indemnified Party, and (ii) the Indemnifying Party shall not be liable to an Indemnifying Party for any Losses in excess of the aggregate amount of the Purchase Price paid for the Units purchased by such Indemnified Party.

6.2           Indemnification Procedures.  Each Person entitled to indemnification under this Article VI (an “Indemnified Party”) shall give notice as promptly as reasonably practicable to each party required to provide indemnification under this Article VI (an “Indemnifying Party”) of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing in respect of which indemnity may be sought hereunder; provided, however, failure to so notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this indemnity agreement so long as such failure shall not have materially prejudiced the position of the Indemnifying Party.  Upon such notification, the Indemnifying Party shall assume the defense of such action if it is a claim brought by a third party, and after such assumption the Indemnified Party shall not be entitled to reimbursement of any expenses incurred by it in connection with such action except as described below.  In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary or (ii) the named parties in any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them.  An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel in any one action  for all parties indemnified by such Indemnifying Party with respect to such claim except for local counsel if the attorneys selected by the Indemnified Party do not maintain an office within the jurisdiction of the court, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel or counsels.  The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent

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(which shall not be unreasonably withheld or delayed by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party shall have no authority to settle any claim against any Indemnified Party unless the Indemnified Party and all applicable officers, directors and employees receive a general release or covenant not to sue with respect to the subject matter of the claim which has been asserted.

ARTICLE VII

MISCELLANEOUS

7.1           Notices.  All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such Party shall designate in writing to the other Party):

(a)           if to the Company to:

Meadow Valley Corporation
4411 S. 40th Street, Suite D-11
Phoenix, AZ 85040
Attention: Bradley E. Larson
Telecopy:  (602) 437-1681

with a copy to:

Brownstein Hyatt & Farber, P.C.
410 Seventeenth Street, 22nd Floor
Denver, CO 80202
Attention:  Adam J. Agron, Esq.
Telecopy:  (303) 223-1111

(b)           if to a Purchaser, at its last known address appearing on the books of the Company maintained for such purpose with a copies to:

Harris Cramer LLP
1555 Palm Beach Lakes Boulevard
West Palm Beach, FL 33401-2327
Attention:  Michael D. Harris, Esq.
Telecopy:  (561) 659-0701

and to,

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Wunderlich Securities, Inc.
6000 Poplar Avenue, Suite 150
Memphis, TN 38119
Attention:  Caldwell D. Lowrance, Jr., Esq.
Telecopy:  (901) 251-1352

7.2           Loss or Mutilation.  Upon receipt by the Company from any Purchaser of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of a certificate representing shares of Common Stock and Warrants and indemnity reasonably satisfactory to it (it being understood that the written agreement of the Purchaser or an Affiliate thereof shall be sufficient indemnity) and in case of mutilation upon surrender and cancellation hereof or thereof, the Company will execute and deliver in lieu hereof or thereof a new stock certificate of like tenor to such Purchaser; provided, in the case of mutilation, no indemnity shall be required if the certificate representing shares of Common Stock and Warrants in identifiable form is surrendered to the Company for cancellation.

7.3           Survival.  Each representation, warranty, covenant and agreement of the parties set forth in this Agreement is independent of each other representation, warranty, covenant and agreement.  Each representation and warranty made by any Party in this Agreement shall survive the Settlement through the period ending on the date three years from the respective Purchaser’s Settlement Date from the date of this Agreement.

7.4           Remedies.

(a)           Each Party acknowledges that the other Party would not have an adequate remedy at law for money damages in the event that any of the covenants or agreements of such Party in this Agreement was not performed in accordance with its terms, and it is therefore agreed that each Party in addition to and without limiting any other remedy or right such Party may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach and enforcing specifically the terms and provisions hereof, and each Party hereby (i) waives any and all defenses such Party may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief and (ii) acknowledges that the Party seeking the injunction shall not have to plead or prove irreparable harm or lack of adequate remedy at law nor shall such Party be required to post a bond or other security in order to obtain equitable relief.

(b)           All rights, powers and remedies under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party.

7.5           Entire Agreement.  This Agreement (including the exhibits, appendices and schedules attached hereto), the Confidentiality and Embargo Agreement and the other documents delivered at the Settlement pursuant hereto, contain the entire understanding of the Parties in

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respect of the subject matter hereof and supersede all prior agreements and understandings between or among the Parties with respect to such subject matter.  The exhibits and schedules hereto constitute a part hereof as though set forth in full above.

7.6           Expenses; Taxes.  Except as otherwise provided in this Agreement, the Parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby.  Further, except as otherwise provided in this Agreement, any sales tax, stamp duty, deed transfer or other tax (except taxes based on the income of the Purchaser) arising out of the sale of the Units by the Company to the Purchaser and consummation of the transactions contemplated by this Agreement shall be paid by the Company.

7.7           Amendment.  This Agreement may be modified or amended or the provisions hereof waived with the written consent of the Company and the Purchaser.

7.8           Waiver.  No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege.  No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the Parties.  No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts.  The rights and remedies of the Parties under this Agreement are in addition to all other rights and remedies, at law or equity that they may have against each other.

7.9           Binding Effect; Assignment.  The rights and obligations of this Agreement shall bind and inure to the benefit of the Parties and their respective successors and legal assigns.  The provisions of this Agreement are intended to be for the benefit of all Purchasers from time to time of the Units and shall be enforceable by any such Purchaser.

7.10         Counterparts.  This Agreement may be executed in any number of counterparts (whether by original signature or a facsimile thereof), each of which shall be an original but all of which together shall constitute one and the same instrument.

7.11         Headings.  The headings contained in this Agreement are for convenience of reference only and are not to be given any legal effect and shall not affect the meaning or interpretation of this Agreement.

7.12         GOVERNING LAW; INTERPRETATION.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES OF ANY OTHER JURSIDICTION.

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7.13         Severability.  The parties stipulate that the terms and provisions of this Agreement are fair and reasonable as of the date of this Agreement.  However, if any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  If, moreover, any of those provisions shall for any reason be determined by a court of competent jurisdiction to be unenforceable because excessively broad or vague as to duration, geographical scope, activity or subject, it shall be construed by limiting, reducing or defining it, so as to be enforceable.

7.14         State Blue Sky Rescission Rights.

FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.  PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST.  NOTICE SHOULD BE GIVEN TO THE COMPANY TO THE ATTENTION OF CALDWELL D. LOWRANCE, JR. AT THE ADDRESS SET FORTH ON THE COVER PAGE OF THE TERM SHEET.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first above written.

COMPANY:
MEADOW VALLEY CORPORATION
By:	/s/ Bradley E. Larson
Name:	Bradley E. Larson
Title:	Chief Executive Officer
PURCHASER:
See attached Counterpart Signature Page(s).

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EXHIBIT A

DEFINITIONS

1.             Defined Terms.  As used herein the following terms shall have the following meanings:

“Agreement” means this Stock Purchase Agreement.

“Business Day” means any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of Nevada.

“Common Stock” means the common stock, $.001 par value per share, of the Company, as constituted on the date hereof, and any capital stock into which such Common Stock may thereafter be changed, and shall also include (i) capital stock of the Company of any other class (regardless of how denominated) issued to the holders of shares of Common Stock upon any reclassification thereof which is also not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption and (ii) shares of common stock of any successor or acquiring corporation received by or distributed to the holders of Common Stock of the Company.

“Company” has the meaning set forth in the Preamble of this Agreement.

“Contract” means any agreement, indenture, lease, sublease, license, sublicense, promissory note, evidence of indebtedness, insurance policy, annuity, mortgage, restriction, commitment, obligation or other contract, agreement or instrument (whether written or oral).

“Convertible Securities” means evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable, with or without payment of additional consideration in cash or property, for additional shares of Common Stock, either immediately or upon the occurrence of a specified date or a specified event.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“GAAP” means generally accepted accounting principles in effect in the United States of America from time to time.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity or official exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

“Indemnified Party” has the meaning set forth in Section 6.2 of this Agreement.

“Indemnifying Party” has the meaning set forth in Section 6.2 of this Agreement.

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“Licenses” has the meaning set forth in Section 3.16 of this Agreement.

“Lien” means any mortgage, pledge, security interest, assessment, encumbrance, lien, lease, sublease, adverse claim, levy, or charge of any kind, or any conditional Contract, title retention Contract or other contract to give or refrain from giving any of the foregoing.

“Losses” has the meaning set forth in Section 6.1 of this Agreement.

“Material Adverse Change” or “Material Adverse Effect” means, with respect to any Person, any change or effect that is or is reasonably likely to be materially adverse to the business, financial condition, results of operations, prospects (solely to the extent they have been publicly disclosed and subject to any qualifications and assumptions applicable to such disclosure, including any forward-looking statement disclaimer) or, where applicable, the management of such Person.

 “Person(s)” means any individual, sole proprietorship, partnership, joint venture, trust, limited liability company, incorporated organization, association, corporation, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

“Purchase Price” has the meaning set forth in Section 1.1 of this agreement.

“Purchaser” has the meaning set forth in the Preamble of this Agreement.

“Requirement of Law” means as to any Person, the articles of incorporation, bylaws or other organizational or governing documents of such Person, and any domestic or foreign and federal, state or local law, rule, regulation, statute or ordinance or determination of any arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its properties or to which such Person or any of its property is subject.

“SEC” means the Securities and Exchange Commission.

“SEC Reports” has the meaning set forth in Section 3.7 of this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the applicable time.

“Settlement” has the meaning set forth in Section 1.2 of this Agreement.

“Settlement Date” has the meaning set forth in Section 1.2 of this Agreement.

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 “Subsidiary” means each of those Persons of which another Person, directly or indirectly owns beneficially securities having more than 50% of the voting power in the election of directors (or persons fulfilling similar functions or duties) of the owned Person (without giving effect to any contingent voting rights).

“Units “ has the meaning set forth in Section 1.1 of this Agreement.

“Warrants” mean the right to purchase shares of Common Stock for a period of five years following the Settlement Date (except as limited by law)  at a price equal to 140% of the per Unit Purchase Price.

2.             Other Definitional Provisions.

(a)           All references to “dollars” or “$” refer to currency of the United States of America.

(b)           Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(c)           All matters of an accounting nature in connection with this Agreement and the transactions contemplated hereby shall be determined in accordance with GAAP.

(d)           As used herein, the neuter gender shall also denote the masculine and feminine, and the masculine gender shall also denote the neuter and feminine, where the context so permits.

(e)           The words “hereof,” “herein” and “hereunder,” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole (including any exhibits or schedules hereto) and not to any particular provision of this Agreement.

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Schedule 1.1

Purchaser

Name and Address	Purchase Price	Number of Shares of Common Stock	Number of Warrants
(to be completed following execution by the Company)

Schedule 1.2(d)

FORM OF LEGAL OPINION FOR COMPANY’S COUNSEL

Counsel for the Company shall opine to the following:

1.             The Company is a corporation validly existing and in good standing under the laws of the State of Nevada.  The Company has the corporate power and authority to own its properties and conduct its business.

2.             The Company has the corporate power and authority to execute and deliver the Purchase Agreement and Warrants, to perform its obligations thereunder and to consummate the transactions contemplated thereby.

3.             Each of the Purchase Agreement and Warrants has been duly authorized, executed and delivered by the Company.  The Company has taken all necessary  action to reserve the shares of Common Stock issuable upon exercise of the Warrants.

4.             Based upon our review of the Company’s Certificate of Incorporation and ledger, the Company has an authorized capitalization as set forth in the Purchase Agreement, and the Units have been duly and validly authorized and, when paid for in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and non-assessable.  The Warrant Shares have been duly and validly authorized and, upon exercise of the Warrants pursuant to the terms thereof, will be validly issued, fully paid and non-assessable.

5.             Except for filings pursuant to Regulation D of the Securities Act and applicable state securities laws, which have been made or will be made in a timely manner, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or governmental body is required for the issue and sale of the Units or the consummation by the Company of the transactions contemplated by the Purchase Agreement and Warrants.

6.             To the undersigned’s knowledge, except as disclosed in the SEC Reports, there are no material legal or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is the subject; and to the undersigned’s knowledge, no such proceedings are threatened by governmental authorities or by others.

7.             The issue and sale of the Units and the compliance by the Company with all of the provisions of the Purchase Agreement and Warrants do not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed by the Company with the Commission or otherwise known to the undersigned to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except to the extent that such conflict, breach, violation or default would not have a Material Adverse Effect on the Company, nor will such action result in any violation of the

provisions of the Certificate of Incorporation or By-laws of the Company or any statute or any order, rule or regulation known to the undersigned of any court or governmental agency or governmental body having jurisdiction over the Company or any of its properties except to the extent that such violation would not have a Material Adverse Effect on the Company.

8.Assuming the accuracy of the representations and warranties of the Purchaser are correct, the sale of the Units is exempt from registration under the Securities Act.

We have participated in conferences with officers and other representatives of the Company  and representatives of the Placement Agent and their counsel at which the contents of the Private Placement Memorandum were discussed and, although we  are  not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Private Placement Memorandum, nothing has come to our attention  that causes us to believe that the Private Placement Memorandum contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Private Placement Memorandum at the date of such Private Placement Memorandum, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that we express no opinion with respect to the financial statements and schedules, other financial and accounting data, or statistical data derived therefrom, included in the documents contained in the SEC Reports).

[Exhibit B]

[Form of Warrant]

See Term Sheet - Exhibit C

[Exhibit C]

[Form of Registration Rights Agreement]

See Term Sheet - Exhibit B

EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 20th day of October, 2006 by and among Meadow Valley Corporation, a Nevada corporation (the “Company”), and                          (the “Investor”).

WHEREAS, the Company issued shares of its common stock to the Investor in connection with a Unit Purchase Agreement of even date (the “Purchase Agreement”); and

WHEREAS, the Company has agreed to provide certain registration rights to the Investor.

Now, therefore, in consideration of the mutual promises and the covenants as set forth herein, the parties hereto hereby agree as follows:

1.             Definitions.  Unless the context otherwise requires, the terms defined in this Section 1 shall have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

“Agreement” means this Registration Rights Agreement, as the same may be amended, modified or supplemented in accordance with the terms hereof.

“Board” means the Board of Directors of the Company.

“Common Stock” means the Company’s authorized common stock, as constituted on the date of this Agreement, any stock into which such Common Stock may thereafter be changed and any stock of the Company of any other class, which is not preferred as to dividends or assets over any other class of stock of the Company and which is not subject to redemption, issued to the holders of shares of such Common Stock upon any re-classification thereof.

“Commission” means the Securities and Exchange Commission or any other governmental body at the time administering the Securities Act.

“Company” has the meaning assigned to it in the introductory paragraph of this Agreement.

“Company Securities” has the meaning any securities proposed to be sold by the Company for its own account in a registered public offering.

“Exchange Act” means the Securities Exchange Act of 1934 (or successor statute).

“Excluded Forms” means registration statements under the Securities Act, on Forms S-4 and S-8, or any successors thereto and any form used in connection with an initial public offering of securities.

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“Investor” has the meaning assigned to it in the introductory paragraph of this Agreement.

“Person” includes any natural person, corporation, trust, association, company, partnership, joint venture, limited liability company and other entity and any government, governmental agency, instrumentality or political subdivision.

The terms “register” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement on other than any of the Excluded Forms in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“Registrable Securities” means the Common Stock received by the Investor and the Common Stock issuable upon exercise of the warrants received by the Investor in the offering under the Term Sheet and any securities of the Company issued with respect to such Common Stock by way of a stock dividend or stock split or in connection with a combination, recapitalization, share exchange, consolidation or other reorganization of the Company.

“Registration Statement” means a registration statement on other than any of the Excluded Forms.

“Selling Expenses” means all selling commissions, finder’s fees and stock transfer taxes applicable to the Registrable Securities registered by the Investor and the reasonable fees and disbursements of one counsel for all Investors that purchased Units pursuant to the Purchase Agreement.

“Securities Act” means the Securities Act of 1933 (or successor statute).

“Term Sheet” means the Confidential Term Sheet dated October 12, 2006 for an offering of units consisting of the Company’s Common Stock and warrants to purchase  Common Stock.

“Units” refers to one share of Common Stock and one-tenth of a warrant to purchase Common Stock offered by the Term Sheet.

2.             Registration.

(a)           Required Registration. Subject to exceptions and limitations described herein, the Company shall within 30 days of the final closing of the offering under the Term Sheet cause a Registration Statement to be filed with the Commission on Form S-3, if available, or, if Form S-3 is not available for the registration of the Registrable Securities, on such form as may be prescribed by the Commission, providing for the resale of the Registrable Securities. Within 60 days after the final closing of the offering under the Term Sheet, the Company shall cause the Registration Statement to be declared effective by the Commission.  Such Registration Statement shall contain all appropriate undertakings necessary to comply with Rule 415 under the Securities Act pertaining to “shelf registration” or delayed offerings of securities.  The Company shall use its best efforts to cause the Commission to declare such Registration

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Statement effective and to maintain the effectiveness of such Registration Statement pursuant to Section 4 below.

(b)           Liquidated Damages.

(i)            If the Registration Statement is not filed with the Commission within 30 days of the final closing of the offering under the Term Sheet, then the Company shall, as additional consideration and not as a penalty, deliver to the Investor on such 30th day, and every 30 days thereafter until it is filed,  an amount of cash equal to 1% of the purchase price of the number of Units purchased by such investor.

(ii)           If the Registration Statement has not been declared effective by the Commission within 60 days of the final closing of the offering under the Term Sheet (or 90 days if the Commission’s Staff reviews the Registration Statement), then the Company shall, as additional consideration, deliver to the Investor on such 60th or 90th day, as applicable, and on each successive 30th day thereafter under which the Registration Statement has not been declared effective, an amount of cash equal to 1% of the purchase price of the Units purchased by the Investor.

(iii)          Whenever the Company fails to respond to Commission comments within five days, the Company shall deliver to the Investor on such 5th dayand on each successive 30th day thereafter until an amendment to the Registration Statement has been filed, an amount of cash equal to 1% of the purchase price of the  Units purchased by the investor.

(iv)          Notwithstanding anything to the contrary contained in this Section 2, the Company shall not be required to pay the Investor liquidated damages under this Section 2 to the extent that such Registrable Securities held by the Investor may be sold by the Investor after one year pursuant to Rule 144 (as defined in Section 8 below).

3.             Obligations of the Company. If and whenever the Company is required by the provisions hereof to effect or cause the registration of any Registrable Securities under the Securities Act as provided herein, the Company shall:

(a)           use its best efforts to prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use  its best  reasonable efforts to cause such Registration Statement to become and remain effective;

(b)           use its best efforts to prepare and file with the Commission such amendments to such Registration Statement (including post-effective amendments) and supplements to the prospectus included therein as may be necessary to keep such Registration Statement effective, subject to the qualifications in Section 4(a), and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the Investor  set forth in such Registration Statement;

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(c)           furnish to the Investor such number of copies of such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other documents, as the Investor may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Investor;

(d)           use its best efforts to register and/or qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders participating in the Registration and as may be reasonably appropriate for the distribution of such Registrable Securities, provided, however, that notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the Registrable Securities be borne by selling shareholders, the Holders shall pay their pro rata share of such expenses;

(e)           notify the Investor at any time when a prospectus relating to his  Registrable Securities is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in the related Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare and furnish to the Investor a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f)            otherwise use its best efforts to comply with all applicable rules and regulations of the Commission;

(g)           cause all such Registrable Securities on such Registration Statement to be listed on each securities exchange or automated quotation service (including the National Market of The Nasdaq Stock Market) on which similar securities issued by the Company are then listed; and

(h)           notify the Investor of any stop order threatened or issued by the Commission and take all actions reasonably necessary to prevent the entry of such stop order or to remove it if entered.

4.             Other Procedures.

(a)           Subject to the Company’s general obligation to use its best efforts under Section 3, the Company shall be required to maintain the effectiveness of a Registration Statement (under Form S-3) until the earlier of (i) the date of sale of all Registrable Securities or (ii) 24 months from the effective date of the Registration Statement.

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(b)           In consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

(c)           The Company’s obligation to file any Registration Statement or amendment including a post-effective amendment, shall be subject to each Investor, as applicable, furnishing to the Company in writing such information and documents regarding such Investor and the distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the Registration Statement in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction referred to in Section 3(d) herein.  The Company’s obligations are also subject to each Investor promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation).

(d)           If any such registration or comparable statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the Investor by name or otherwise is not required by the Securities Act or the rules thereunder, then each Investor shall have the right to require the deletion of the reference to the Investor, as may be applicable.

(e)           In connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of the necessary prospectus and, if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.

5.             Registration Expenses.  In connection with any registration of Registrable Securities pursuant to Section 2(a), the Company shall, whether or not any such registration shall become effective, from time to time, pay all expenses (other than Selling Expenses) incident to its performance of or compliance, including, without limitation, all registration, and filing fees, fees and expenses of compliance with securities or blue sky laws, word processing, printing and copying expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and all independent public accountants and other Persons retained by the Company.

6.             Indemnification.

(a)           In the event of any registration of any shares of Common Stock under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless each Investor, from and against any losses, claims, damages or liabilities, joint or several, to which each Investor may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable  Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement

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thereto, or any document incident to registration or qualification of any  Registrable Securities pursuant to Section 3(d) herein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification under the Securities Act or such state securities or blue sky laws.  If the Company fails to defend the Investor as required by Section 6(c) herein, it shall reimburse (after receipt of appropriate documentation) each Investor for any legal or any other out-of-pocket expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said Registration Statement, said preliminary prospectus, said prospectus, or said amendment or supplement or any document incident to registration or qualification of any  Registrable Securities pursuant to Section 3(d) hereof in reliance upon and in conformity with written information furnished to the Company by such Investor specifically for use in the preparation thereof or information omitted to be furnished by such Investor.

(b)           In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Investor shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6(a)) the Company, each director of the Company, each officer of the Company who signs such Registration Statement, the Company’s attorneys and auditors and any Person who controls the Company within the meaning of the Securities Act, with respect to any untrue statement or omission from such Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company  by such Investor specifically for use in the preparation of such Registration Statement, preliminary prospectus, final prospectus or amendment or supplement or from any other act or failure to act of the Investor.

(c)           Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in Section 6(a) or (b), such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the Indemnifying Party of the commencement of such action.  The indemnifying party shall be relieved of its obligations under this Section 6(c) to the extent that the indemnified party delays in giving notice and the indemnifying party is damaged or prejudiced by the delay.  In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so as to assume the defense thereof, the indemnifying party shall be responsible for any legal or other expenses subsequently incurred by the

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indemnifying party in connection with the defense thereof, provided, however, that, if counsel for an indemnified party shall have reasonably concluded that there is an actual or potential conflict of interest between the indemnified and the indemnifying party the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for the fees and expenses of counsel retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 6; provided, however, that in no event shall any indemnification by an Investor under this Section 6 exceed the net proceeds from the  sale of Registered Securities received by the Investor.   No indemnified party shall make any settlement of any claims indemnified against hereunder without the written consent of the indemnifying party, which consent shall not be unreasonably withheld.  In the event that any indemnifying party enters into any settlement without the written consent of the indemnified party the indemnifying party shall not, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff of a release of such indemnified party from all liability in respect to such claim or litigation.

(d)           In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which under any indemnified party makes a claim for indemnification pursuant to this Section 6, but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required in circumstances for which indemnification is provided under this Section 6; then, in each such case, the Company and such Investor shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject as is appropriate to reflect the relative fault of the Company and such Investor in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, it being understood that the parties acknowledge that the overriding equitable consideration to be given effect in connection with this provision is the ability of one party or the other to correct the statement or omission (or avoid the conduct or take an act) which resulted in such losses, claims, damages or liabilities, and that it would not be just and equitable if contribution pursuant hereto were to be determined by pro-rata allocation or by any other method of allocation which does not take into consideration the foregoing equitable considerations.  Notwithstanding the foregoing, (i) no such Investor shall be required to contribute any amount in excess of the net proceeds to him of all Registrable Securities sold by him pursuant to such Registration Statement, and (ii) no Person who is guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)           Notwithstanding any of the foregoing, if, in connection with an underwritten public offering of the Registrable Securities, the Company, any of the Investor and the underwriters enter into an underwriting agreement relating to such offering which contains provisions covering indemnification among the parties, then the indemnification provision of this Section 6 shall be deemed inoperative for purposes of such offering.

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7.             Market Stand-off.  In consideration of the granting to the Investor of the registration rights pursuant to this Agreement, each of them agrees that, for so long as such Investor holds Common Stock, except as permitted by Section 2(a) above, such Investor will not sell, transfer or otherwise dispose of, including, without limitation, through the use of any put or call option, short sale or other derivative arrangement, shares of Common Stock in the 10 days prior to the effectiveness of any Registration Statement (other than a registration statement on Form S-8 or Form S-4, or any successor form) with respect to shares of Common Stock pursuant to which such Common Stock will be offered for sale to the public (except pursuant to the Registration Statement described in Section 2(a)), and for up to 180 days following the effectiveness of such Registration Statement, provided that the underwriters of any such offering shall reasonably request that the Stockholders be bound by such restrictions.

8.             Rule 144.  The Company covenants that it will file the reports required to be filed under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, in the event that the Company is not required to file such reports, it will make publicly available information as set forth in Rule 144(c)(2) promulgated under the Securities Act), and it will take such further action as the Investor may reasonably request, or to the extent required from time to time to enable the Investor to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemption provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission (collectively, “Rule 144”).  Upon request of any Investor, the Company will deliver to the Investor a written statement as to whether it has complied with such requirements.

9.             Severability.  In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

10.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  The execution of this Agreement may be by actual or facsimile signature.

11.           Benefit.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

12.           Notices and Addresses.  All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar overnight next business day delivery, or by facsimile delivery followed by overnight next business day delivery, as follows:

To the Company:	Meadow Valley Corporation
	4411 S. 40th Street, Suite D-11
	Phoenix, AZ 85040
	Attention: Bradley E. Larson, President
	Facsimile: (602) 437-1681

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With a Copy to:
	Brownstein Hyatt & Farber, P.C.
	410 Seventeenth Street, 22nd Floor
	Denver, CO 80202
	Attention: Adam J. Agron, Esq.
	Facsimile: (303) 223-1111
With a Copy to:	Wunderlich Securities, Inc.
	6000 Poplar Avenue, Suite 150
	Memphis, TN 38119
	Facsimile: (901) 251-1352
	Attention: Caldwell D. Lowrance, Jr.
To the Investor:

or to such other address as any of them, by notice to the other may designate from time to time.  The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery.  Time shall be counted from the date of transmission.

13.           Attorneys’ Fees.  In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding relating to this Agreement is filed, the prevailing party shall be entitled to an award by the court of reasonable attorneys’ fees, costs and expenses.

14.           Oral Evidence.  This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.  Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

15.           Additional Documents.  The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

16.           Governing Law.  This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of Nevada without regard to choice of law considerations.

17.           Section or Paragraph Headings.  Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed personally or by a duly authorized representative thereof as of the day and year first above written.

THE COMPANY:
MEADOW VALLEY CORPORATION
By:	/s/ Bradley E. Larson
	Bradley E. Larson
	President and Chief Executive Officer
INVESTOR:
See attached Counterpart Signature Page(s).

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EX-99.1

Exhibit 99.1

		4411 South 40th St., Ste. D11 Phoenix, Arizona 85040 Telephone: (602) 437-5400 Fax: (602) 437-1681
FOR IMMEDIATE RELEASE	Investor Contact: Neil Berkman Associates (310) 277-5162 info@BerkmanAssociates.com	Company Contact: Bradley E. Larson Chief Executive Officer www.MeadowValley.com

Meadow Valley Corporation
Completes $7.35 Million Private Offering

PHOENIX, ARIZONA, October 23, 2006 . . . MEADOW VALLEY CORPORATION (NASDAQ: MVCO) announced today the completion of a private offering to a group of institutional and accredited investors of 817,120 Units at a price of $9.00 per Unit, with each Unit consisting of one share of the Company’s common stock and a warrant to purchase one-tenth of one share of the Company’s common stock.  Wunderlich Securities, Inc. served as the Company’s placement agent for the transaction.  Net proceeds to the Company of approximately $6.5 million will be added to working capital, and are expected to support an increase in the Company’s bonding capacity.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities of the Company, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Meadow Valley

Meadow Valley Corporation, based in Phoenix, Arizona, is engaged in the construction industry as both a contractor and a supplier of construction materials.  The Company’s construction services segment specializes in structural concrete construction of highway bridges and overpasses, and the paving of highways and airport runways, primarily in Nevada and Arizona.  The Company’s construction materials operations provide concrete and gravel products primarily to other contractors.  The Company’s materials operations are concentrated in the Southern Nevada and Arizona.

Forward-Looking Statement Disclaimer

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including a statement relating to the Company’s ability to increase its bonding capacity. Without limiting the foregoing, the words “expects,” “believes,” “anticipates,” “estimates,” “projects,” “intends,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those projected for many reasons including, without limitation, changing events and trends that have influenced the Company’s assumptions. These events and trends include (i) non-achievement of expected growth, (ii) less favorable than anticipated changes in the national and local business environment and securities markets, (iii) adverse changes in the regulatory requirements affecting the Company, (iv) greater competitive pressures among construction companies in the Company’s market, and (v) changes in political, legislative and economic conditions. Investors are encouraged to read the related section in the Company’s 2005 Annual Report to Shareholders and the 2005 Annual Report on Form 10-K, including the “Risk Factors” set forth therein. Additional information and other factors that could affect future financial results are included in the Company’s other filings with the Securities and Exchange Commission.

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