MEADOW VALLEY CORP
EXHIBIT 10.275
<DOCUMENT>
<TYPE>EX-10.275
<SEQUENCE>13
<FILENAME>p69508exv10w275.txt
<DESCRIPTION>EXHIBIT 10.275
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.275

                             MASTER LEASE AGREEMENT

MASTER LEASE AGREEMENT ("Master Lease") dated as of 62504 between The CIT
Group/Equipment Financing, Inc. (Lessor),

having a place of business at P. O. Box 27248    Tempe     AZ       85285-7248 ,
                              --------------------------------------------------
                              Address            City     State      Zip Code

and Ready Mix, Inc. ("Lessee"),

having a place of business at  3430 E Flamingo Rd Suite 100    Las Vegas      NV
                               -------------------------------------------------
                                    Address                     City      State

89121-5018.
-----------
 Zip Code

This Master Lease Agreement provides a set of terms and conditions that the
parties hereto intend to be applicable to various transactions for the lease of
personal property. Each lease contract shall be evidenced by an equipment
schedule ("Schedule") executed by Lessor and Lessee that explicitly incorporates
the provisions of this Master Lease Agreement and that sets forth specific terms
of that particular lease contract. Where the provisions of a Schedule conflict
with the terms hereof, the provisions of the Schedule shall prevail. Each
Schedule shall constitute a complete and separate lease agreement, independent
of all other Schedules, and without any requirement of being accompanied by an
originally executed copy of this Master Lease Agreement. The term "Lease" when
used herein shall refer to an individual Schedule.

One originally executed copy of the Schedule shall be denominated "Originally
Executed Copy No. 1 of____ originally executed copies" and such copy shall be
retained by Lessor. If more than one copy of the Schedule is executed by Lessor
and Lessee, all such other copies shall be numbered consecutively with numbers
greater than 1. Only transfer of possession by Lessor of the originally executed
copy denominated "Originally Executed Copy No. 1" shall be effective for
purposes of perfecting an interest in such Schedule by possession.

1. EQUIPMENT LEASED AND TERM.

This Lease shall cover such personal property as is described in any Schedule
executed by or pursuant to the authority of Lessee, accepted by Lessor in
writing and identified as a part of this Lease (which personal property with all
replacement parts, additions, repairs, accessions and accessories incorporated
therein and/or affixed thereto is hereinafter called the "Equipment"). Lessor
hereby leases to Lessee and Lessee hereby hires and takes from Lessor, upon and
subject to the covenants and conditions hereinafter contained, the Equipment
described in any Schedule. NOTWITHSTANDING THE COMMENCEMENT DATE OF THE TERM OF
THIS LEASE WITH RESPECT TO ANY ITEM OF EQUIPMENT, LESSEE AGREES THAT ALL RISK OF
LOSS OF THE EQUIPMENT SHALL BE ON LESSEE FROM AND AFTER SHIPMENT OF THE
EQUIPMENT TO LESSEE BY THE SELLER THEREOF, F.O.B. seller's point of shipment,
the date of such shipment being hereinafter called "date of shipment." The term
of this Lease with respect to any item of Equipment shall be for the period as
set forth in the Schedule. Lessee hereby gives Lessor authority to insert the
actual commencement date and date of first monthly rental for any item of
Equipment in any Schedule as well as such items as serial numbers if such are
not already inserted when such Schedule is executed by Lessee. "Seller" as used
in this Lease means the supplier from which Lessor acquires any item of
Equipment.

2. RENT.

The aggregate rent payable with respect to each item of Equipment shall be in
the amount shown with respect to such item on the Schedule. Lessee shall pay to
Lessor the aggregate rental for each item of Equipment for the full period and
term for which the Equipment is leased, such rental to be payable at such times
and in such amounts for each item of Equipment as shown in the applicable
Schedule.

All rent shall be paid at Lessor's place of business shown above, or such other
place as Lessor may designate by written notice to the Lessee. ALL RENTS SHALL
BE PAID WITHOUT NOTICE OR DEMAND AND WITHOUT ABATEMENT, DEDUCTION OR SET OFF OF
ANY AMOUNT WHATSOEVER. The operation and use of the Equipment shall be at the
risk of Lessee and not of Lessor and the obligation of Lessee to pay rent
hereunder shall be unconditional.

                                                                     Page 1 of 7

795 (1/04) Master Lease Agreement - CIT as Lessor

<PAGE>

3. DESTRUCTION OF EQUIPMENT.

If any Equipment is lost, totally destroyed, damaged beyond repair or taken by
governmental action, the liability of the Lessee to pay rent therefor may be
discharged by paying to Lessor all the rent due thereon, plus all the rent to
become due thereon less the net amount of the recovery, if any, actually
received by Lessor from insurance or otherwise for such loss or damage.

In the event of partial destruction of any Equipment, the rent due and to become
due thereon shall not abate and Lessee shall, at its own expense, cause such
Equipment to be restored to usable condition, but Lessor shall, upon receiving
satisfactory evidence of such restoration, promptly pay Lessee the proceeds of
any insurance or compensation received by reason of such damage. If the
estimated cost of restoring such Equipment exceeds 50% of the unmatured rent
therefor, such Equipment shall, on notice by Lessee, be deemed, for all purposes
hereof, to be totally destroyed and the liability of the Lessee to pay rent
therefor shall be discharged if Lessee pays the rent described in the preceding
paragraph of this Section.

Lessor shall not be obligated to undertake by litigation or otherwise the
collection of any claim against any person for loss or damage to the Equipment.

Except as expressly provided above, the total or partial destruction of any
Equipment or the total or partial loss of use or possession thereof to Lessee
shall not release or relieve Lessee from the duty to pay the rent herein
provided.

4. NO WARRANTIES BY LESSOR; MAINTENANCE AND COMPLIANCE WITH LAWS.

Lessor, not being the manufacturer of the Equipment, nor manufacturer's agent,
MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE
FITNESS, QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, MERCHANTABILITY OR
PERFORMANCE OF THE EQUIPMENT OR OF THE MATERIAL OR WORKMANSHIP THEREOF, IT BEING
AGREED THAT THE EQUIPMENT IS LEASED "AS IS" AND THAT ALL SUCH RISKS, AS BETWEEN
LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE AT ITS SOLE RISK AND EXPENSE,
Lessee accordingly agrees not to assert any claim whatsoever against Lessor
based thereon. Lessee further agrees, regardless of cause, not to assert any
claim whatsoever against Lessor for loss of anticipatory profits or
consequential damages. Lessor shall have no obligation to install, erect, test,
adjust or service the Equipment. Lessee shall look to the manufacturer and/or
Seller for any claims related to the Equipment. Lessor hereby acknowledges that
any manufacturer's and/or Seller's warranties are for the benefit of both Lessor
and Lessee.

No oral agreement, guaranty, promise, condition, representation or warranty
shall be binding; all prior conversations, agreements or representations related
hereto and/or to the Equipment are integrated herein.

Lessee agrees, at its own cost and expense:

(a)   to pay all shipping charges and other expenses incurred in connection with
      the shipment of the Equipment by the Seller to Lessee;

(b)   to pay all charges and expenses in connection with the operation of each
      item of Equipment;

(c)   to comply with all governmental laws, ordinances, regulations,
      requirements and rules with respect to the use, maintenance and operation
      of the Equipment; and

(d)   to make all repairs and replacements required to be made to maintain the
      Equipment in good condition, reasonable wear and tear excepted.

5. INSURANCE.

Lessee shall maintain at all times on the Equipment, at its expense, all-risk
physical damage insurance and comprehensive general and/or automobile (as
appropriate) liability insurance (covering bodily injury and property damage
exposures including, but not limited to, contractual liability and products
liability) in such amounts, against such risks, in such form and with such
insurers as shall be satisfactory to Lessor; provided, that the amount of
all-risk physical damage insurance shall not on any date be less than the
greater of the full replacement value or a sum equal to all the rent due
thereon, plus all rent to become due. Each physical damage insurance policy will
name Lessor as loss payee. Each liability insurance policy will name Lessor as
additional insured. Each insurance policy will also require that the insurer
give Lessor at least thirty (30) days prior written notice of any alteration in
or cancellation of the terms of such policy and require that Lessor's interests
be continued insured regardless of any breach or violation by Lessee or others
of any warranties, declarations or conditions contained in such insurance
policy. In no event shall Lessor be responsible for premiums, warranties or
representations to any insurer or any agent thereof. Lessee shall furnish to
Lessor a certificate or other evidence satisfactory to Lessor that such
insurance coverage is in effect, but Lessor shall be under no duty to ascertain
the existence or adequacy of such insurance. The insurance maintained by Lessee
shall be primary without any right of contribution from insurance which may be
maintained by Lessor. Lessee shall be liable for all deductible portions of all
required insurance. Lessor may, at its own expense, for its own benefit,
purchase insurance in excess of that required under this Lease Agreement.
Physical damage insurance proceeds shall be applied as set forth in Section 6.

                                                                     Page 2 of 7

795 (1/04) Master Lease Agreement - CIT as Lessor

<PAGE>

6. LOSS AND DAMAGE.

Lessee agrees to assume and bear the entire risk of any partial or complete loss
with respect to the Equipment from any and every cause whatsoever including
theft, loss, damage, destruction or governmental taking, whether or not such
loss is covered by insurance or caused by any default or neglect of Lessee.
Lessee agrees to give Lessor prompt notice of any damage to or loss of any
Equipment. All physical damage insurance proceeds shall be payable directly to
Lessor. Following payment of such loss, and if no Event of Default as defined in
Section 11 has occurred and remains continuing, Lessor will then:

(a)   transfer to Lessee Lessor's rights to such Equipment "as-is, where-is and
      with all defects," without recourse and without representation or
      warranty, express or implied, other than a warranty that the Equipment is
      free and clear of any liens created by Lessor; and

(b)   remit to Lessee any physical damage insurance proceeds arising out of such
      loss in excess of the sum due the Lessor.

Lessee shall determine in the exercise of its reasonable judgment whether the
Equipment is damaged beyond repair, subject to Lessor's approval. In the event
of damage or loss which does not result in damage beyond repair or a total loss
of the Equipment or any item thereof, Lessee shall cause the affected Equipment
to be restored to the condition required by the terms of this Lease. Upon
completion of such repair and after supplying Lessor with satisfactory evidence
thereof (and provided no Event of Default has occurred and remains continuing),
Lessee shall be entitled to receive any insurance proceeds or other recovery to
which Lessor would otherwise be entitled in connection with such loss up to the
amount expended by Lessee in making the repair.

Lessor shall not be obligated to undertake by litigation or otherwise the
collection of any claim against any person for loss of, damage to, or
governmental taking of the Equipment, but Lessor will cooperate with Lessee at
Lessee's expense to pursue such claims.

Except as expressly provided above, the total or partial destruction of any
Equipment or Lessee's total or partial loss of use or possession thereof shall
not release or relieve Lessee from its obligations under this Master Lease or
any Schedule including the duty to pay the rent(s) herein provided.

7. TAXES.

Lessee agrees that, during the term of this Lease, in addition to the rent and
all other amounts provided herein to be paid, it will promptly pay all taxes,
assessments and other governmental charges (including penalties and interest, if
any, and fees for titling or registration, if required) levied or assessed:

(a)   upon the interest of Lessee in the Equipment or upon the use or operation
      thereof or on the earnings arising therefrom; and

(b)   against Lessor on account of its acquisition or ownership of the Equipment
      or any part thereof, or the use or operation thereof or the leasing hereof
      to Lessee, or the rent herein provided for, or the earnings arising
      therefrom, exclusive, however, of any taxes based on net income of Lessor.

Lessor will file tax returns and reports concerning the Equipment with all
appropriate governmental agencies, (unless Lessor notifies Lessee writing) and
Lessee agrees to reimburse Lessor for any taxes as it relates to this Master
Lease or the Equipment. Applicable laws may also require Lessee to report the
Equipment covered by this Master Lease. Lessor does not have to contest any
taxes, fines or penalties, however Lessee may do so provided that: (a) Lessee
does so in its own name and at its own expense; (b) the contest does not and
will not result in any lien attaching to any Equipment or otherwise jeopardize
Lessor's right to any Equipment; and (c) Lessee indemnifies Lessor for all
expenses (including legal fees and costs), liabilities and losses that Lessor
incurs as a result of any such contest. Lessee will pay estimated property taxes
with each lease payment or as invoiced.

8. LESSOR'S TITLE, RIGHT OF INSPECTION AND IDENTIFICATION OF EQUIPMENT.

TITLE TO THE EQUIPMENT SHALL AT ALL TIMES REMAIN IN LESSOR, except as provided
in the next sentence. With respect to any software financed hereunder as to
which Lessor is not the licensee or licensor, Lessee hereby grants Lessor a
security interest in such software to secure the payment and performance of
Lessee's obligations under this Lease. Lessee will at all times protect and
defend, at its own cost and expense, the title of Lessor from and against all
claims, liens and legal processes of creditors of Lessee and keep all the
Equipment free and clear from all such claims, liens and processes. The
Equipment is and shall remain personal property. Upon the expiration or
termination of this Lease with respect to any item of Equipment:

(a)   Lessee at Lessee's sole expense shall return such Equipment unencumbered
      to Lessor at the place where the rent is payable or to such other place as
      Lessor and Lessee agree upon, and in the same condition as when received
      by Lessee, reasonable wear and tear resulting from use thereof alone
      excepted; or

                                                                     Page 3 of 7

795 (1/04) Master Lease Agreement - CIT as Lessor

<PAGE>

(b)   in lieu of returning such Equipment to Lessor, Lessee agrees that Lessee
      will, upon request of Lessor, store such Equipment on Lessee's premises,
      at an inside location protected from the weather and elements, without
      charge to Lessor for a period of 180 days following the date of expiration
      or termination of this Lease. During such storage period Lessee shall not
      use the Equipment for any purpose. Upon expiration of such storage period
      Lessee will return such Equipment to Lessor in accordance with the
      provisions of (a) above.

Lessor shall have the right from time to time during reasonable business hours
to enter upon Lessee's premises or elsewhere for the purpose of confirming the
existence, condition and proper maintenance of the Equipment and during any
period of storage Lessor shall also have the right to demonstrate and show the
Equipment to others. The foregoing rights of entry are subject to any applicable
governmental laws, regulations and rules concerning industrial security. Lessee
shall, upon the request of Lessor, and at its own expense firmly affix to the
Equipment, in a conspicuous place, such a decalcomania or metal plate as shall
be supplied by Lessor showing the Lessor as the owner and lessor of such
Equipment.

9. POSSESSION, USE AND CHANGES IN LOCATION OF EQUIPMENT.

So long as Lessee shall not be in default under the Lease it shall be entitled
to the possession and use of the Equipment in accordance with the terms of this
Lease. The Equipment shall be used in the conduct of the lawful business of
Lessee, and no item of Equipment shall be removed from its location shown on the
Schedule, without the prior written consent of Lessor. Lessee shall not, without
Lessor's prior written consent, part with possession or control of the Equipment
or attempt or purport to sell, pledge, mortgage or otherwise encumber any of the
Equipment or otherwise dispose of or encumber any interest under this Lease.

10. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR.

In the event that the Lessee shall fail duly and promptly to perform any of its
obligations under the provisions of Sections 4, 5, 6, 7, and 8 of this Lease,
Lessor may, at its option, perform the same for the account of Lessee without
thereby waiving such default, and any amount paid or expense (including
reasonable attorneys' fees), penalty or other liability incurred by Lessor in
such performance, together with interest at the rate of 1 1/2% per month thereon
(but in no event greater than the highest rate permitted by relevant law) until
paid by Lessee to Lessor, shall be payable by Lessee upon demand as additional
rent for the Equipment. Lessee shall be responsible for and pay to Lessor a
returned check fee, not to exceed the maximum permitted by law, which fee will
be equal to the sum of (i) the actual bank charges incurred by Lessor plus (ii)
all other actual costs and expenses incurred by Lessor. The returned check fee
is payable upon demand as additional rent under this Lease.

11. DEFAULT.

An Event of Default shall occur if:

(a)   Lessee fails to pay when due any installment of rent and such failure
      continues for a period of 10 days;

(b)   Lessee shall fail to perform or observe any covenant, condition or
      agreement to be performed or observed by it hereunder and such failure
      continues uncured for 15 days after written notice thereof to Lessee by
      Lessor;

(c)   Lessee ceases doing business as a going concern, makes an assignment for
      the benefit of creditors, admits in writing its inability to pay its debts
      as they become due, files a voluntary petition in bankruptcy, is
      adjudicated a bankrupt or an insolvent, files a petition seeking for
      itself any reorganization, arrangement, composition, readjustment,
      liquidation, dissolution or similar arrangement under any present or
      future statute, law or regulation or files an answer admitting the
      material allegations of a petition filed against it in any such
      proceeding, consents to or acquiesces in the appointment of a trustee,
      receiver, or liquidator of it or of all or any substantial part of its
      assets or properties, or if it or its shareholders shall take any action
      looking to its dissolution or liquidation;

(d)   within 60 days after the commencement of any proceedings against Lessee
      seeking reorganization, arrangement, readjustment, liquidation,
      dissolution or similar relief under any present or future statute, law or
      regulation, such proceedings shall not have been dismissed, or if within
      60 days after the appointment without Lessee's consent or acquiescence of
      any trustee, receiver or liquidator of it or of all or any substantial
      part of its assets and properties, such appointment shall not be vacated;

(e)   Lessee attempts to remove, sell, transfer, encumber, part with possession
      or sublet the Equipment or any item thereof; or

(f)   a third party takes any action to foreclose on, obtain possession or
      control of, collect, sell or otherwise dispose of or exercise any rights
      with respect to any of the Equipment without the express written consent
      of Lessor.

(g)   any event of default under Contracts between Meadow Valley Contractors,
      Inc. and The CIT Group/Equipment Financing, Inc. will also be considered
      an event of default under contracts with Ready Mix, Inc. and The CIT
      Group/Equipment Financing, Inc.

                                                                     Page 4 of 7

795 (1/04) Master Lease Agreement - CIT as Lessor

<PAGE>

Upon the occurrence of an Event of Default, Lessor shall have all the rights and
remedies provided by applicable law and by this Lease. Notwithstanding that this
Agreement is a lease and title to the Equipment is at all times in Lessor,
Lessor may nevertheless at its option choose those rights and remedies of a
secured party under the Uniform Commercial Code. In addition, Lessor, at its
option, may:

(a)   declare all sums due and to become due hereunder immediately due and
      payable, but in no event shall the Lessee, upon demand by Lessor for
      payment of the unpaid rent, upon acceleration of the maturity thereof or
      otherwise, be obligated to pay any amount in excess of that permitted by
      law;

(b)   proceed by appropriate court action or actions or other proceedings either
      at law or equity to enforce performance by the Lessee of any and all
      covenants of this Lease and to recover damages for the breach thereof;

(c)   demand that Lessee deliver the Equipment forthwith to Lessor at Lessee's
      expense at such place as Lessor may designate; and

(d)   Lessor and/or its agents may without notice or liability or legal process,
      enter into any premises of or under control or jurisdiction of Lessee or
      any agent of Lessee where the Equipment may be or by Lessor is believed to
      be, and repossess all or any item thereof, disconnecting and separating
      all thereof from any other property and using all force necessary or
      permitted by applicable law so to do, Lessee hereby expressly waiving all
      further rights to possession of the Equipment and all claims for injuries
      suffered through or loss caused by such repossession; Lessor may sell or
      lease the Equipment at a time and location of its choosing provided that
      the Lessor acts in good faith and in a commercially reasonable manner, but
      the Lessor shall nevertheless, be entitled to recover immediately as
      liquidated damages for loss of the bargain and not as a penalty any unpaid
      rent that accrued on or before the occurrence of the event of default plus
      an amount equal to the difference between the aggregate rent reserved
      hereunder for the unexpired term of this Lease and the then aggregate
      rental value of all Equipment for such unexpired term, provided, however,
      that if any statute governing the proceeding in which such damages are to
      be proved specifies the amount of such claim, Lessor shall be entitled to
      prove as and for damages for the breach an amount equal to that allowed
      under such statute. The provisions of this paragraph shall be without
      prejudice to any rights given to the Lessor by such statute to prove for
      any amounts allowed thereby. Should any proceedings be instituted by or
      against Lessor for monies due to Lessor hereunder and/or for possession of
      any or all of the Equipment or for any other relief, Lessee shall pay a
      reasonable sum as attorneys' fees.

No remedy of Lessor hereunder shall be exclusive of any remedy herein or by law
provided, but each shall be cumulative and in addition to every other remedy.

12.   INDEMNITY.

Lessee agrees that Lessor shall not be liable to Lessee for, and Lessee shall
indemnify and save Lessor harmless from and against any and all liability, loss,
damage, expense, causes of action, suits, claims or judgments arising from or
caused directly or indirectly by:

(a)   Lessee's failure to promptly perform any of its obligations under the
      provisions of Sections 4, 5, 6, 7 and 8 of this Lease; or

(b)   injury to persons or damage to property resulting from or based upon
      actual or alleged use, operation, delivery or transportation of any or all
      of the Equipment or its location or condition; or

(c)   inadequacy of the Equipment, or any part thereof, for any purpose or any
      deficiency or defect therein or the use or maintenance thereof or any
      repairs, servicing or adjustments thereto or any delay in providing or
      failure to provide any thereof or any interruption or loss of service or
      use thereof or any loss of business; and shall, at its own cost and
      expense, defend any and all suits which may be brought against Lessor,
      either alone or in conjunction with others upon any such liability or
      claim or claims and shall satisfy, pay and discharge any and all judgments
      and fines that may be recovered against Lessor in any such action or
      actions, provided, however, that Lessor shall give Lessee written notice
      of any such claim or demand. Lessee agrees that its obligations under this
      Section 12 shall survive the expiration or termination of this Lease.

13. ASSIGNMENT, NOTICES AND WAIVERS.

This Lease and all rights of Lessor hereunder shall be assignable by Lessor
without Lessee's consent, but Lessee shall not be obligated to any assignee of
Lessor except after written notice of such assignment from Lessor. Following
such assignment, solely for the purpose of determining assignee's rights
hereunder, the term "Lessor" shall be deemed to include or refer to Lessor's
assignee. WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT ASSIGN
THIS LEASE OR ITS INTERESTS HEREUNDER OR ENTER INTO ANY SUB-LEASE WITH RESPECT
TO THE EQUIPMENT COVERED HEREBY, IT BEING AGREED LESSOR WILL NOT UNREASONABLY
WITHHOLD ITS CONSENT TO A SUB-LEASE OF THE EQUIPMENT. All notices to Lessor
shall be delivered in person to an officer of the Lessor, or shall be sent
certified mail return receipt requested to Lessor at its address shown herein or
at any later address last known to the sender. All notices to Lessee shall be in
writing and shall be delivered by mail at its address shown herein or at any
later address last known to the sender. A waiver of a default shall not be a
waiver of any other or a subsequent default.

14. FURTHER ASSURANCES.

                                                                     Page 5 of 7

795 (1/04) Master Lease Agreement - CIT as Lessor


<PAGE>

Lessee shall execute and deliver to Lessor, upon Lessor's request such
instruments and assurances as Lessor deems necessary or advisable for the
confirmation or perfection of this Lease and Lessor's rights hereunder. Lessee
may not terminate any Schedule without the written consent of Lessor. If Lessor
in good faith believes itself insecure or performance impaired, it may declare a
default hereunder or, instead of declaring a default, Lessor may demand, and
Lessee hereby agrees to give, additional Equipment or other collateral as
security for the obligations hereunder. If any of the Equipment consists of
software, Lessee agrees, at Lessor's request, to inform Lessor of the name of
the licensor of such software and to provide Lessor with a copy of the license
agreement.

15. LEASE IRREVOCABILITY.

This Lease is irrevocable for the full terms thereof as set forth in any
Schedule and for the aggregate rentals therein reserved and the rent shall not
abate by reason of termination of Lessee's right of possession and/or the taking
of possession by the Lessor or for any other reason. Any payment not made when
due shall, at the option of Lessor, bear late charges thereon calculated at the
rate of 1 1/2% per month, but in no event greater than the highest rate
permitted by relevant law.

16. PURCHASE OPTION.

If any Schedule has a purchase option price set forth therein with respect to
the items of Equipment listed on such Schedule, then at the expiration of the
original lease term in such Schedule with respect to such items of Equipment, if
Lessee has paid in full all rentals owing under such Schedule, and be not then
in default under this Lease (including all obligations under any Schedule),
Lessee shall have the option to purchase ALL, BUT NOT LESS THAN ALL, THE ITEMS
OF EQUIPMENT IN THE APPLICABLE SCHEDULE upon giving written notice not less than
30 DAYS prior to expiration of the original term thereof. The purchase price
shall be as set forth in the applicable Schedule and shall be payable upon
expiration of the original Lease term. If any Schedule does not contain a
purchase option price, then Lessee shall not have an option to purchase any
Equipment on such Schedule.

Any purchase option price stated as "fair market value" ("FMV") for any item of
Equipment on a Schedule shall be determined on the basis of, and shall be equal
in amount to, the value which would obtain in an arm's length transaction
between an informed and willing buyer-user (other than a Lessee currently in
possession and a used Equipment dealer) and an informed and willing seller under
no compulsion to sell and, in such determination, costs of removal of the items
of Equipment from their location of current use shall not be a deduction from
such value.

17. RENEWAL.

Any renewal privilege shown on any Schedule with respect to any item of
Equipment shall be exercised by Lessee giving Lessor a notice in writing and
paying Lessor the amount of the renewal rental plus applicable taxes, at least
45 DAYS prior to the commencement of the renewal term of the Lease with respect
to such item of Equipment. Upon such notification and payment, this Lease shall
be renewed for the stated renewal period at the stated renewal rental with the
other provisions and conditions of the lease continuing unchanged.

18. MISCELLANEOUS

If any provision of this Lease is contrary to, prohibited by or deemed invalid
under applicable laws or regulations of any jurisdiction, such provision shall
be inapplicable and deemed omitted but shall not invalidate the remaining
provisions hereof.

IN THE EVENT THIS LEASE OR ANY PART HEREOF IS DEEMED TO CREATE A SECURITY
INTEREST, LESSEE GRANTS LESSOR A SECURITY INTEREST IN EACH ITEM OF EQUIPMENT AS
SECURITY FOR ALL OF LESSEE'S INDEBTEDNESS AND OBLIGATIONS OWING UNDER THIS LEASE
AND UNDER EACH SCHEDULE AS WELL AS ALL OTHER PRESENT AND FUTURE INDEBTEDNESS AND
OBLIGATIONS OF LESSEE TO LESSOR OF EVERY KIND AND NATURE WHATSOEVER. Lessee
authorizes Lessor to file a financing statement with respect to the Equipment
and ratifies the filing by Lessor of any such financing statement previously
filed.

If Lessee is an organization, Lessee (a) is the type of organization, (b) is
organized under the laws of the jurisdiction, (c) has its chief executive
office, and (d) if it is a "registered organization" as defined in Article 9 of
the Uniform Commercial Code (i.e., organized solely under the laws of a single
state and as to which the state must maintain a public record showing the
organization to have been organized), has the organizational identification
number (or, if none, has been assigned no such number by the state of
organization), all as set forth under Lessee's name (which is its exact and
complete legal name) at the signature line of this Lease. If Lessee is an
individual, Lessee's exact and complete legal name and principal residence are
as set forth at and under Lessee's name at the signature line of this Lease.
Lessee agrees to notify Lessor in writing immediately in the event of a change
in any of the foregoing facts and information.

This lease contains the entire agreement between the parties with respect to the
Equipment and may not be altered, modified, terminated or discharged except by a
writing signed by the party against whom such alteration, modification,
termination or discharge is sought. LESSEE'S INITIALS C.T.

19. SPECIAL PROVISIONS.

                                                                     Page 6 of 7

795 (1/04) Master Lease Agreement-CIT as Lessor

<PAGE>

If Lessee is a corporation, this Lease is executed by authority of its Board of
Directors. If Lessee is a partnership or joint venture, this Lease is executed
by authority of all its partners or co-venturers.

Dated: 6-25-04

LESSEE:

Ready Mix, Inc.
-------------------------------------------------------
Name of individual, corporation or partnership

By. /s/ CLINTON TRYON                       Title /s/ [ILLEGIBLE]
    ------------------------------------          ------------------------------
    If corporation, have signed by                President, Vice President or
    If owner or partner, state which.             Treasurer, and give official
                                                  title.

If an organization,     If an individual,

Type of organization:____________________ Principal residence:

Jurisdiction of organization: ___________ ____________________

Organizational identification

number (or "None"):_______________________

Location of chief executive office: _____________

LESSOR:

THE CIT GROUP/EQUIPMENT FINANCING, INC.

By__________________________ Title___________________________________

________________________________________________________________________________
If Lessee is a partnership, enter:
Partners' names                                 Home addresses

                                                                     Page 7 of 7

795 (1/04) Master Lease Agreement - CIT as Lessor
<PAGE>

EQUIPMENT SCHEDULE NO. 1, dated 6-25-04, to Master Lease Agreement, dated

6-25-04, between THE CIT GROUP/EQUIPMENT FINANCING, INC. ("Lessor") and

Ready Mix, Inc. ("Lessee").

This Equipment Schedule incorporates the terms and conditions of the
above-referenced Master Lease Agreement.

This is Originally Executed Copy No. 1 of 1 originally executed copies. Only
transfer of possession by Lessor of Originally Executed Copy No. 1 shall be
effective for purposes of perfecting an interest in this Schedule by possession.

The Equipment listed on this Schedule will be located at

4411 South 40th Street          Phoenix          Maricopa       AZ       85040
--------------------------------------------------------------------------------
Address                          City             County      State     Zip Code

LEASE TERM: The term of this Lease for the items described in this Schedule
shall be 36 months,

RENTALS: For said term or any portion thereof, Lessee shall pay to Lessor the
stated [ILLEGIBLE TEXT] [ILLEGIBLE TEXT] $0.00 is herewith paid in advance and
the balance of the rentals [ILLEGIBLE TEXT] monthly payments as stated, of which
the first is due on the first monthly rental date set forth below and the others
on a like date of each month thereafter, until fully paid.

<TABLE>
<CAPTION>
                                                                          Aggregate            Monthly
Item                      Description of Equipment                          Rental              Rental
 No.    (Include make, kind of unit, year, model and serial number.)  Initial Here * CT   Initial Here * CT
----    ------------------------------------------------------------  -----------------   -----------------
<S>     <C>                                                           <C>                 <C>
        See Schedule "A" Consisting of Three (3) pages attached         1,241,445.96          34,484.61
        hereto and made a part hereof-
</TABLE>

<TABLE>
<CAPTION>
           Date         Date of            Renewals       Purchase
Item    Lease Term   First Monthly    (No. of Years and    Option
 No.    Commences       Rental       Amount per Year)      Price
----    ----------   -------------   ------------------   --------
<S>     <C>          <C>             <C>                  <C>
                                            N/A             1.00
</TABLE>

                                                                     Page 1 of 2

796 (800) Equipment Schedule for Master Lease Agreement

<PAGE>

The Lease term commences on_____________.

The first Monthly Rental is due on_________.

The Lease term may be renewed for N/A months with the Monthly Rental for such
renewal term of N/A.

The Lessee has the option to purchase the Equipment as of the last day of the
initial Lease term for $1.00.

Special Provisions Instructions

If this Equipment Schedule is prepaid prior to the date provided for repayment,
the Lessee agrees to pay the following fees: During the first lease year - 4% of
the then unpaid balance; during the second loan year - 3% of the then unpaid
balance; prepayment is allowed thereafter with no prepayment penalty assessed.


ACCEPTED:

LESSEE:

Ready Mix, Inc.

By /s/ CLINTON TRYON         Title Sec/Treas.
   --------------------

LESSOR:

The CIT Group/Equipment Financing, Inc.

By_________________________ Title______________________

                                                                     Page 2 of 2

796 (8/00) Equipment Schedule for Master Lease Agreement

<PAGE>


                                  SCHEDULE "A"

This Schedule "A" attached to and made a part of Equipment Lease No. 1 dated
6-25-04 to Master Lease Agreement 6-25-04.

One (1) 2000 International Model 5500I Mixer Truck VIN 1HTXLAHTOYJ004990 with a
11.0 Yard Bridgemaster V Mixer, S/N 56643-15728

One (1) 2000 International Model 5500I Mixer Truck, VIN 1HTXLAHT2YJ004991 with a
11.0 Yard Bridgemaster V Mixer, S/N 56713-15769

One (1) 2000 International Model 5500I Mixer Truck, VIN 1HTXLAHT8YJ004994 with a
11.0 Yard Bridgemaster V Mixer, S/N 56807-15824

One (1) 2000 International Model 5500I Mixer Truck, VIN 1HTXLAHT6YJ004993 with a
11.0 Yard Bridgemaster V Mixer, S/N 57160-16026

One (1) 2001 International Model 5500I Mixer Truck, VIN # 1HTXLAHT21J005550 with
a 11.0 Yard Bridgemaster V Mixer, S/N 57276-16094

One (1) 2001 International Model 5500I Mixer Truck, VIN # 1HTXLAHT71J005415 with
a 11.0 Yard Bridgemaster V Mixer, S/N 57279-16097

One (1) 2001 International Model 5500I Mixer Truck, VIN # 1HTXLAHT91J005416 with
a 11.0 Yard Bridgemaster V Mixer, S/N 57291-16100

One (1) 2001 International Model 5500I Mixer Truck, VIN # 1HTXLAHTX1J005490 with
a 11.0 Yard Bridgemaster V Mixer, S/N 57414-16173

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # 1NKWL00X7YR858912 with a
11.0 Yard Bridgemaster V Mixer, S/N 57276-16094

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # 1NKWLOOX9YR858913 with a
11.0 Yard Bridgemaster V Mixer, S/N N 57249-16077

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # 1NKWL00X0YR858914 with a
11.0 Yard Bridgemaster V Mixer, S/N 57273-16091

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # 1NKWL00X8YR858918 with a
11.0 Yard Bridgemaster V Mixer, S/N 57272-16090

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # 1NKWL00X4YS854275 with a
11.0 Yard Bridgemaster V Mixer, S/N 57296-16104

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # 1NKWL00X2YS854274 with a
11.0 Yard Bridgemaster V Mixer, S/N 57321-16119

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # TNKWL00X6YS854276 with a
11.0 Yard Bridgemaster V Mixer, S/N 57297-16105

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # 1NKWL00XXYS854278 with a
11.0 Yard Bridgemaster V Mixer, S/N 57331-16127

One (1) 2000 Kenworth Model W900 Mixer Truck, VIN # 1NKWL00X3YR858910 with a
11.0 Yard Bridgemaster V Mixer, S/N 57342-16133

And all tires, wheels, additions, substitutions, attachments, replacements and
accessions thereof, plus the proceeds of all the foregoing.

To further secure the payment and performance of the Lessee, the items listed
below are hereby pledged to the Secured Party as additional security.

Two (2) 2000 Kenworth Model W900B Tractors, VIN # 1XKWDB9X1YR860513 &
1XKWDR9X8YR860308

One (1) Kolberg-Pioneer Series 5000 Sand Screw Material Washer, S/N 402058

One (1) Screening Plant with Feed Hopper, S/N 9-9396AA mounted on Dual Axle
Trailer, 9Y-235, 36" X Appr. 6' Channel Conveyor, S/N 9-36-7311AA) Marathon 10hp
Motor, S/N 9M10M-975 & Leroy Somer 207 Reducer, S/N 609855010/008 with 36" X
Appro. 40' Channel Conveyor, S/N 9-36-7628AA with Marathon 15hp Motor, S/N
9M1SM-425 & Leroy Somer 207 Reducer with Gator 4 X 10 2-Deck Screen, S/N 9-4249A
with Marathon 10hp Motor, S/N 9M10M1020, Clamp Rails and Crown Rubber for
2-decks 32 5/8 X 5 Screen Bolts with Nuts & Flats.

One (1) Perkins 40KW Skid Mounted Generator, S/N E2104A/001, (9-255L) 10'# 2
Ground Wire 5/8 X 8' Ground Rod with Clamp Operation Manual

One (1) Butler-Justice Model 100 Belt Scale

<PAGE>

One (1) BTI Model NT16-725X Hydraulic Breaker, S/N 2000006-1

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT0VC029176, with 11.0 Yard
Bridgemaster III Mixer, S/N 43133-09079

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT6VC029196, with 11.0 Yard
Bridgemaster III Mixer, S/N 43132-09078

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT9VC027118, with 11.0 Yard
Bridgemaster III Mixer, S/N 43147-09086

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT3VC029169, with 11.0 Yard
Bridgemaster III Mixer, S/N 43145-09084

One (1)1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT1VC029171, with 11.0 Yard
Bridgemaster III Mixer, S/N 43168-09098

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHTXVC029170, with 11.0 Yard
Bridgemaster III Mixer, S/N 43178-09101

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT9VC029175, with 11.0 Yard
Bridgemaster III Mixer, S/N 43165-09095

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT1VC029185, with 11.0 Yard
Bridgemaster III Mixer, S/N 42938-08979

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT3VC029172, with 11.0 Yard
Bridgemaster III Mixer, S/N 42873-08955

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT2VC029177, with 11.0 Yard
Bridgemaster III Mixer, S/N 42940-08981

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT6VC029179, with 11.0 Yard
Bridgemaster III Mixer, S/N 43101-09063

One (1) 1997 IHC F5070 SFA Truck, VIN # 2HTTWAHT4VC029178, with 11.0 Yard
Bridgemaster III Mixer, S/N 42877-08956

One (1) Caterpillar Model 988F Wheel Loader, S/N 8YG00232

One (1) Caterpillar Model 980G Wheel Loader, S/N 2KR000942

One (1) Scottsman 12x64 Mobile Office Trailer, VIN # SMC00011-481

One (1) Volvo S1700 Mech. Truck, Utility Bed, Crane.. VIN # 4V1JBBJFRR826110

One (1) 1987 Ford F700 Mech Truck, Reading Box, Comp, Welder, VIN #
FDWT74P6HVA65379

One (1) Conveyor, S/N 9-36-751188

One (1) Lattice Conveyor, S/N 9-30-728488

One(1) Eljay, S/N 34A0693

One (1) Rock Hammer, S/N 137

One (1) Airway 80T1070RS 10'x140' 80 ton truck scale, S/N AW7822-1

One (1) 1998 FORD F150 PICKUP, VIN # 1FTZF1722WNB39271

One (1) 1997 DODGE 3500 SLT MECHANICS TRUCK, VIN # 1B6MC36D5VJ540194

One (1) 1997 DODGE 3500 SLT MECHANICS TRUCK, VIN # 1B6MC36D3VJ540193

One (1) MAGNUM PRODUCTS 4060IMH PORTABLE LIGHT TOWER, S/N 96061

One (1) ALLMAND BROS. NL4CAPMX PORTABLE LIGHT TOWER, S/N 9509BN4C25

One (1) ALLMAND BROS. NL4CAPMX PORTABLE LIGHT TOWER, S/N 9509BN4C27

One (1) CATERPILLAR 966F WHEEL LOADER, S/N 9YJ01417

One (1) CATERPILLAR V60B FORKLIFT, S/N 87M1048

One (1) 1986 PETERBILT 349 T/A MIXER TRUCK, VIN # 1XP4L59X7GP193771

One (1) 1985 PETERBILT 379 T/A MIXER TRUCK, VIN # 1XP4LA9X5GP202640

One (1) 1985 PETERBILT 379 T/A MIXER TRUCK, VIN # 1XP4LA9X6GP194838

One (1) BESSER M12 12CY CONCRETE PLANT, S/N 4022-30434

One (1) 90 TON 4 COMP. AGG SECTION, CEMENT SILO

One (1) WEIGH BATCHER, 12YD AGG BATCHER H2O TANKS

One (1) 8X32 MODULAR OFFICE W/PLANT CONTROLS, COMPUTER 3076

One (1) ACECO SCORPION ENTRY DISPATCH SYSTEM

One (1) TRANE CGAEC404ADA1TR 48,000 BTU CHILLER, S/N J96L83884

One (1) INSULATED WATER TANK W/POWER FLAME DIESEL

One (1) BESSER DUST COLLECTOR SYSTEM

One (1) 8X20 STEEL STORAGE CONTAINER, S/N 6602232

One (1) 8X20 STEEL STORAGE CONTAINER, S/N 6609896

<PAGE>

One (1) BOBCAT 2400 WHEEL LOADER, S/N 506511601

One (1) HELMICK 36X30 CHANNEL FRAME CONVEYOR, S/N 9-36-7634AA

One (1) HELMICK 36X30 CHANNEL FRAME CONVEYOR, S/N 9-36-7635AA

One (1) HELMICK 36X30 CHANNEL FRAME CONVEYOR, S/N 9-36-7639AA

One (1) HELMICK 30X50 LATTICE FRAME CONVEYOR, S/N 9-30-7560AA

One (1) HELMICK 30X50 CHANNEL FRAME CONVEYOR, S/N 9-30-7583AA

One (1) HELMICK 30X50 CHANNEL FRAME CONVEYOR, S/N 9-30-7584AA

One (1) HELMICK 36X84 LATTICE FRAME CONVEYOR, S/N 9-36-7190AA

One (1) HELMICK 36X84 PORTABLE LATTICE FRAME CONVEYOR, S/N 9-36-7242AA

One (1) CONVEYOR, S/N 9-60-7496AA

One (1) HELMICK 42X12 CHANNEL FRAME CONVEYOR, S/N 9-42-7516AA

One (1) HELMICK 30X40 CHANNEL FRAME CONVEYOR, S/N 9-30-7552AA

One (1) HELMICK 30X40 CHANNEL FRAME CONVEYOR, S/N 9-30-7554AA

One (1) HELMICK 36X20 CHANNEL FRAME CONVEYOR, S/N 9-36-7624AA

One (1) HELMICK 36X12 CHANNEL FRAME CONVEYOR, S/N 9-36-7516AA

One (1) HELMICK 36X30 CHANNEL FRAME CONVEYOR, S/N 9-36-7570AA

One (1) HELMICK 48X69 LATTICE FRAME CONVEYOR, S/N 9-48-7468AA

One (1) HELMICK 36X83 LATTICE FRAME CONVEYOR, S/N 9-36-7667AA

One (1) HELMICK 36X60 CHANNEL FRAME CONVEYOR, S/N 9-36-7944AA

One (1) 1988 Advanced Modular Office Trailer, VIN # AHHU-1474-671

One (1) 1997 TOYOTA PICKUP, VIN # 4TANL42NXVZ322138

And all tires, wheels, additions, substitutions, attachments, replacements and
accessions thereof, plus the proceeds of all the foregoing.

Lessee:

Ready Mix, Inc.

By /s/ Clinton Tryon              Title Sec/Treas.
   ------------------

Lessor:

The CIT Group/Equipment Financing, Inc.

By_______________________________ Title___________________


</TEXT>
</DOCUMENT>
