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| Term:                   | Your      employment under the terms and conditions of this Agreement will commence      on the Effective Date and will continue until terminated by one of the      parties as provided below under the heading  "Termination."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| Title:                  | The      Company will elect you Senior Vice President, Secretary & General      Counsel of the Company or to such higher position or positions as the      Board of Directors of the Company may determine in its absolute      discretion.  You will report jointly to the Chief Executive      Officer and the Board of Directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Responsibilities:       | You      will carry out the normal and customary responsibilities of a general      counsel of a publicly-traded company.  Such responsibilities      include, but are not limited to the following:· Performing      legal work and giving legal advice to the Company in the areas in which      you are competent to do so by reason of your training and/or      experience. · The      preparation of SEC filings. · The      selection, retention and supervision of outside counsel. · The      review of outside legal counsel legal fees and bills. · Overall      supervision and conduct of the Company's legal affairs. At      the request of the Company, you agree to also serve as an officer and/or      director of one or more of the subsidiaries of the Company.You      may undertake representation of other clients, provided that doing so does      not conflict or interfere with the carrying out of your responsibilities      to the Company. |
| Salary:                 | The      Company will pay you an annualized salary of $27,500 until March 31, 2006      and thereafter $60,000 ("Salary") in      approximately equal installments at the same time as other officers of the      Company are paid.  Your Salary will be subject to such increases      as the Compensation Committee of the Board of Directors of the Company may      determine from time to time in its sole discretion.  Any      increase in your Salary will upon its effective date without any further      act by you or the Company be and become your Salary for all purposes of      this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Bonus:                  | You      will be eligible for an annual bonus in an amount that the Compensation      Committee deems appropriate after taking into consideration the Company's      consolidated financial results for the year, the number of non-routine      legal transactions to which you devoted substantial time, and such other      matters as the Compensation Committee deems relevant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Benefits:               | You      will be entitled to participate in all health, insurance and other benefit      programs made available from time to time to officers of the Company      generally and on the same terms and conditions.You      will be eligible to participate in the Company's stock incentive plans to      the extent approved by the Compensation Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Business      Expenses: | The      Company will reimburse you in accordance with Company expense      reimbursement policies in effect from time to time for all reasonable      business expenses incurred by you in carrying out your responsibilities      under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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| Indemnification:                                                             | The      Company will defend and indemnify you against, and hold you harmless from,      any and all costs, liabilities, losses, claims and exposures arising out      of your services as an employee and/or officer of the Company and as an      officer and/or director of any of the Company's subsidiaries to the      maximum extent permitted under applicable laws and under the Company's      charter and bylaws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| Confidential      Information:                                               | Except      in carrying out your responsibilities under this Agreement or in response      to a legal requirement, during your employment by the Company and      thereafter, you will not disclose to any person, firm or corporation and      you will not use any confidential information of the Company or its      subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Termination:For      Cause:                                                  |  The      Company may terminate your employment for Cause (as defined below)      immediately upon giving you written notice of termination and paying you      your Salary then in effect accrued to the date of    termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Without      Cause, including by reason of Death or Permanent    Disability: | The      Company may terminate your employment without Cause or by reason of your      death or permanent disability upon written notice to you (or to your      personal representative, as the case may be) provided that it does the      following:· Pay      to you your Salary then in effect in at least bi-weekly installments for a      period of six (6) full calendar months following the effective date of the      termination of your employment. · Pay      to you within thirty (30) days of the effective date of termination any      bonus to which you would otherwise have been entitled had your employment      not been terminated, pro-rated, however, for the length of time during the      period to which the bonus relates that you were an employee of the      Company.  For purposes of determining the amount of the bonus to      which you would have been entitled had your employment not been      terminated, the Company will make such reasonable assumptions as it in      good faith determines.                                                                                                                                                                                                                                                                            |
|                                                                         | Your      employment will be deemed to have been terminated by the Company without      Cause in the event that the Company without your consent reduces your      Salary; fails to elect you to the offices set forth above under the      heading "Title" or breaches any other material term of this      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Definition      of Cause:                                                    | "Cause"      is defined for purposes of this Agreement as any act by you of fraud,      material dishonesty or serious moral turpitude; or material misconduct or      a material breach by you in connection with the performance by you of your      responsibilities under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Resignation:                                                                 | You      may resign from the Company's employ by giving the Company sixty (60)      days' prior written notice.  In the event of your resignation,      you will be paid your Salary then in effect through the effective date of      your resignation, but no bonus will be paid to you for the year in which      your notice of resignation is given or, if different, the year in which it      becomes effective.  The Company at its election may treat your      notice of resignation as a resignation by you effective upon the date the      notice is received of some or all of the officer and director positions      you then hold in the Company and its subsidiaries, but the Company will      nevertheless continue to pay you your Salary then in effect during the      sixty-day period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Notices:                                                                     | All      formal notices required or permitted under this Agreement that concern      this Agreement must be in writing and will be deemed given to a party      either when hand delivered to the party against a receipt therefor; or      when received (or when delivery is refused) by such party if sent by a      courier service with instructions to provide next-business-day delivery      and proof of delivery.  Notices must be sent to the Company at      its headquarters address, attention of the President and must be sent to      you at your most recent residence address in the Company's      records.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Pro-ration                                                                   | All      amounts payable to you under this Agreement will be deemed earned on a      daily basis, and when pro-ration is necessary or appropriate, amounts will      be pro rated based on a 365-day year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Other      Terms                                                             | This      Agreement supersedes and replaces all prior agreements between you and the      Company.The      waiver by a party of a breach of any provision of this Agreement will not      operate or be construed as a waiver of any subsequent breach of the same      or of any other provision of this Agreement.This      Agreement may only be amended by the written agreement of both      parties.As      used in this Agreement, the word "will" means "is obligated to" and the      word "may" means "is permitted to."The      parties intend and agree that the terms and provisions of this Agreement      and the performance of the parties hereunder be governed by the laws of      the State of Texas, excluding its conflicts of laws provisions, and all      disputes hereunder are subject exclusively to the jurisdiction of the      state or federal courts sitting in Harris County, Texas.This      Agreement may be executed in multiple counterparts, each of which may be      considered an original, but all of which together will constitute but one      and the same instrument.This      Agreement when signed by a party may be delivered by telecopier or other      electronic transmission with the same force and effect as if the same were      an executed and delivered original manually signed      counterpart. |

| Sterling Construction Company,      Inc.  By:       /s/ Patrick T.      Manning                                                                Patrick T. ManningChairman & Chief Executive      Officer |    /s/      Roger M. Barzun                                     Roger      M. Barzun |
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