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                                                                    EXHIBIT 10.2

                             BATCHELDER & PARTNERS, INC.
                        4330 La Jolla Village Drive, Suite 200
                             San Diego, California  92122

David H. Batchelder                                   Telephone:  (619) 456-6655
President                                            Telecopier:  (619) 456-7969

                                    April 1, 1996

Mr. Dorn Parkinson
Washington Construction Group, Inc.
101 International Way
Missoula, Montana 59802

Dear Dorn:

    This is to confirm our understanding that you have engaged Batchelder &
Partners, Inc. to act as your advisor with respect to the acquisition of stock,
assets or any subsidiary of Morrison Knudsen Corporation (the "Company").

    In connection with this assignment, we will provide advice and assistance
in executing an acquisition strategy, including negotiating the terms of
specific transactions, assisting in identifying and arranging financing and any
other such advice and assistance as you may require to achieve your objective. 
Specifically, we will as requested by you provide advice and assistance in (i)
performance of due diligence regarding the Company, (ii) development of
acquisition strategies, (iii) negotiations with the Company, its creditors and
shareholders regarding an Acquisition, (iv) negotiations of financing
arrangements with investment and commercial banks, (v) preparation in
consultation with your legal counsel of required legal documentation, (vi)
preparation of materials for bankruptcy proceedings, and (vii) preparation of
proxy materials.

    Our aggregate compensation for the services referred to above will be as
follows:

    (i)   In the event that you and/or any entity substantially owned by you or
          any partnership, affiliate or joint venturer (singly or collectively,
          "Acquiror") is successful in effecting an acquisition, directly or
          indirectly, of a majority of the stock or assets of the Company by way
          of merger, consolidation or other negotiated business combination, in
          one transaction or a series of transactions (an "Acquisition"), you
          shall pay to us a fee of $800,000, plus;

    (ii)  Upon the consummation of an Acquisition, you shall issue to Batchelder
          & Partners warrants to purchase 110,500 shares of common stock of the
          surviving entity.  Such warrants shall have an exercise price of
          $12.00 per share and shall have piggyback registration rights and be
          exercisable at any time after issuance for a period of 5 years; or

    (iii) In the event that you do not consummate an Acquisition, but receive a
          break fee or topping fee from the Company, you shall pay us a fee in
          cash equal to $675,000.


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                                        - 2 -


    Washington Construction Group, Inc. will be liable for all agreed
compensation for services, costs and indemnity.  Washington Construction Group,
Inc. will designate what entity will pay such compensation or fees when paid.

    In addition to the foregoing compensation, you shall reimburse us (or cause
us to be reimbursed) for our reasonable out-of-pocket third party expenses,
which shall include the fees and disbursements of our counsel.  We shall not
incur significant expense items in excess of $25,000 without your prior written
approval.

    Since we will be acting on your behalf, Washington Construction Group, Inc.
is agreeing to provide us with indemnification pursuant to the letter of even
date herewith from you to us.  

    It is understood that our services may be terminated by you upon notice to
us at any time and without liability or continuing obligation to us (except for
any compensation theretofore earned hereunder and expenses theretofore incurred
and except that if you terminate our services and within 12 months thereafter
Acquiror effects an Acquisition or receives a break fee or topping fee from the
Company then we shall be entitled to compensation pursuant to this Agreement to
the same extent as if our services had not been terminated).  If you terminate
our services for cause, all amounts to be paid shall be reduced by the
compensation paid or required to be paid to any replacement advisor necessary to
accomplish an Acquisition.  Notwithstanding the foregoing, the indemnity
provisions described in the preceding paragraph shall survive such termination.

    Except as required by law, any advice (written or oral) rendered by us
pursuant to this letter may not be disclosed publicly without our prior written
consent, which consent shall not be unreasonably withheld.

    Please confirm that the foregoing is in accordance with your understanding
by signing and returning the duplicate of this letter attached hereto, which
shall thereupon constitute a binding agreement.

                                  Very truly yours,

                                  BATCHELDER & PARTNERS, INC.

                                  By:        /s/  D. H. Batchelder
                                       ----------------------------------------
                                  Title:  President
Confirmed:

WASHINGTON CONSTRUCTION GROUP, INC.

By:      /s/  W. J. Orze
    ------------------------------
Title:     Secretary
Date:     June 14, 1996


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                                    April 1, 1996



Batchelder & Partners, Inc.
4330 La Jolla Village Drive, Suite 200
San Diego, California  92122

Gentlemen:

    In connection with your engagement to consult with Washington Construction
Group, Inc. its subsidiaries and/or assignees, with respect to the matters
contemplated by the letter from you to us of even date herewith, we hereby agree
to indemnify and hold harmless you and your affiliates, the respective
directors, officers, partners, agents and employees of you and your affiliates
and each other persons, if any, controlling you or any of your affiliates, to
the full extent lawful, from and against all losses, claims, damages,
liabilities and expenses incurred by you and such other persons (including
reasonable fees and disbursements of counsel) which (A) are related to or arise
out of (i) actions taken or omitted to be taken (including any untrue statements
made or any statements omitted to be made) by us or (ii) actions taken or
omitted to be taken by an indemnified person with our consent or in conformity
with our actions or omissions or (B) are otherwise related to or arise out of
your activities on our behalf under your engagement, and we will reimburse you
and any other person indemnified hereunder for all expenses (including
reasonable fees and disbursements of counsel) as they are incurred by you or
such other indemnified person in connection with investigating, preparing or
defending any such action or claim, whether or not in connection with pending or
threatened litigation in which you or any other indemnified person is a party. 
We will not be responsible, however, for any losses, claims, damages,
liabilities or expenses pursuant to clause (B) of the preceding sentence to the
extent they have resulted from the bad faith or gross negligence of the person
seeking indemnification hereunder (although it is expressly intended that we
will be responsible for any thereof that result from the negligence, other than
gross negligence, of such person).  We also agree that neither you, nor any of
your affiliates, nor any director, officer, partner, agent or employee of you or
any of your affiliates, nor any person controlling you or any of your
affiliates, shall have any liability to us for or in connection with such
engagement except for such liability for losses, claims, damages, liabilities or
expenses incurred by us which is finally judicially determined to have resulted
primarily from your bad faith or gross negligence as herein described.  The
foregoing agreement shall be in addition to any rights that you or any
indemnified person may have at common law or otherwise, including, but not
limited to, any right to contribution.


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Batchelder & Partners                 -2-                          April 1, 1996



    If any action, claim proceeding, or investigation is instituted or
threatened against you in respect of which indemnity may be sought against us
hereunder, you shall promptly notify us thereof in writing, but the omission so
to notify us shall not relieve us from any other obligation or liability that we
may have to you under this letter or otherwise, except to the extent that we
demonstrate actual damage caused by such omission.  You will have the right to
retain counsel of your choice to represent you in connection with any such
action, claim, proceeding or investigation, provided that such counsel shall be
reasonably satisfactory to us and provided that you shall not have the right to
retain more than one counsel for all indemnified parties in connection with any
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.  We will not be
liable hereunder for any settlement thereof by you without our written consent,
which will not be unreasonably withheld.

    It is understood that, in connection with your engagement, you may also be
engaged to act for us in one or more additional capacities, and that the terms
of the original engagement or any such additional engagement may be embodied in
one or more separate written agreements.  This indemnification shall apply to
the original engagement, any such additional engagement and any modification of
the original engagement or such additional engagement and shall remain in full
force and effect following the completion or termination of your engagement(s).


                                            Very truly yours,

                                            WASHINGTON CONSTRUCTION
                                               GROUP, INC.


                                                 /s/   W. J. Orze
                                            -----------------------------------
                                            Title:   Secretary
                                            Date:    June 14, 1996

Accepted:

BATCHELDER & PARTNERS, INC.


By:      /s/  D. H. Batchelder
    ------------------------------
Date:  April 1, 1996