Exhibit
      10.22

     

    [Liberty
      Bond Services Logo]

     

    General
      Agreement of Indemnity

    


    This
      General Agreement of Indemnity (hereinafter the “Agreement”) is made and entered
      into by the following individuals, partnerships, corporations, and/or other
      business entities, as applicable, Primoris
      Corporation; ARB, Inc.; ARB Structures. Inc; Onquest, Inc.; Cardinal
      Contractors, Inc.
      (individually and collectively hereinafter called the “Indemnitor(s)”) jointly
      and severally, in favor of Liberty Mutual Insurance Company, Employers Insurance
      Company of Wausau (formerly “EMPLOYERS INSURANCE OF WAUSAU A Mutual Company”),
      Peerless Insurance Company, and any other company that is part of or added
      to
      the Liberty Mutual Group, severally not jointly, and for which Liberty Bond
      Services underwrites surety business (individually and collectively hereinafter
      called the “Surety”) with respect to any surety bond, undertaking, recognizance,
      instrument of guarantee or other surety obligations (hereinafter called the
      “Bond(s)”) requested from and/or issued by the Surety before or after the date
      of this Agreement, for i) Primoris
      Corporation; ARB, Inc.; ARB Structures, Inc.; Onquest, Inc.; Cardinal
      Contractors Inc.;
      ii) any
      of the Indemnitors or Principals’ subsidiaries or affiliates, whether present or
      future, and whether directly or indirectly held; and iii) any other entity
      or
      person in response to a request from any Indemnitor or Principal named herein,
      and, as to all of the foregoing, whether they act alone or in joint venture
      with
      others whether or not said others are named herein (individually and
      collectively hereinafter called the “Principal(s)”).

     

    WITNESSETH

     

    WHEREAS,
      the Indemnitors and Principals, in the performance of contracts and the
      fulfillment of obligations generally, whether in their own names solely or
      as
      co-adventurers with others, may desire, request, or be required to give or
      procure certain Bonds, and/or to renew, continue, extend or substitute, from
      time to time, the same or new Bonds with the same or different penalties, and/or
      conditions, as may be desired, requested or required, in the renewal,
      continuation, extension and/or substitution thereof; or the Indemnitors or
      Principals may request the Surety to refrain from canceling the Bonds;
      and

     

    WHEREAS,
      at the request of the Indemnitors and with both the express understanding that
      this Agreement be given and in reliance upon this Agreement, the Surety has
      heretofore or has presently been requested to and/or has executed or has
      procured to be executed, and, from time to time hereafter, may be requested
      to
      and/or may execute or may procure to be executed, the Bonds, on behalf of the
      Principals; and

     

    WHEREAS,
      the Indemnitors have a substantial, material and beneficial interest in the
      obtaining of the Bonds or in the Surety’s refraining from canceling any or all
      Bonds.

     

    NOW,
      THEREFORE, in consideration of the premises, and intending to be legally bound
      hereby, the Indemnitors and Principals for themselves, their heirs, executors,
      administrators, successors and assigns, jointly and severally, hereby covenant
      and agree with the Surety, its successors and assigns, as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    FIRST:
      PREMIUMS - The lndemnitors and Principals will pay to the Surety, promptly
      upon
      demand, all premiums, costs and charges of the Surety for any Bonds requested
      from and/or issued by the Surety in accordance with its rate filings, its manual
      of rates as determined by the Surety, or as otherwise determined by the Surety,
      and where such premium, costs and charges are annual, continue to pay the same
      until the Indemnitors or Principals shall deliver evidence satisfactory to
      the
      Surety of its discharge or release from the Bonds and all liability by reason
      thereof.

     

    SECOND:
      INDEMNITY - The Indemnitors shall exonerate, hold harmless, indemnify, and
      keep
      indemnified the Surety from and against any and all liability for losses, fees,
      costs and expenses of whatsoever kind or nature including, but not limited
      to
      pre- and post-judgment interest at the maximum rate permitted by law accruing
      from the date of a breach of this Agreement or a breach of any other written
      agreements between or for the benefit of the Surety and the Indemnitor(s) and/or
      Principal(s) (hereinafter referred to as “Other Agreements”), court costs,
      counsel fees, accounting, engineering and any other outside consulting fees
      and
      from and against any and all such losses, fees, costs and expenses which the
      Surety may sustain or incur: (1) by reason of being requested to execute or
      procure the execution of any Bond; or (2) by having executed or procured the
      execution of any Bond; or (3) by reason of the failure of the Indemnitors or
      Principals to perform or comply with any of the covenants and conditions of
      this
      Agreement or Other Agreements; or (4) in enforcing any of the covenants and
      conditions of this Agreement or Other Agreements. Payment by reason of the
      aforesaid causes shall be made to the Surety by the Indemnitors and/or
      Principals promptly, upon demand by the Surety, whether or not the Surety shall
      have made any payment therefor and, at the Surety’s sole option, irrespective of
      any deposit of collateral. If the Surety determines, in its sole judgment,
      that
      potential liability exists for losses and/or fees, costs and expenses for which
      the Indemnitors and Principals will be obliged to indemnify the Surety under
      the
      terms of this Agreement or Other Agreements, the Indemnitors and/or Principals
      shall deposit with the Surety, promptly upon demand, a sum of money equal to
      an
      amount determined by the Surety or collateral security of a type and value
      satisfactory to the Surety, to cover that liability, whether or not the Surety
      has: (a) established or increased any reserve; (b) made any payments; or (c)
      received any notice of any claims therefor. At the Surety’s sole option, such
      collateral shall be in addition to and not in lieu of any other collateral
      that
      has been previously provided to the Surety. The Surety shall have the right
      to
      use any collateral, or any part thereof, in payment or settlement of any such
      liabilities for which the Indemnitors and Principals would be obliged to
      indemnify the Surety under the terms of this Agreement or Other Agreements.
      In
      the event of any payment by the Surety, the Indemnitors and Principals further
      agree that in any accounting between the Surety and the Principals, or between
      the Surety and the Indemnitors, or either or both of them, the Surety shall
      be
      entitled to charge for any and all disbursements made by it in good faith in
      and
      about the matters herein contemplated by this Agreement or Other Agreements
      under the belief that it is, or was, or might be liable for the sums and amounts
      so disbursed or that it was necessary or expedient to make such disbursements,
      whether or not such liability, necessity or expediency existed; and that the
      vouchers or other evidence of any such payments made by the Surety shall be
      prima facie evidence of the fact and amount of the liability to the Surety.
      Surety shall have no obligation to invest or provide a return on any collateral
      provided to it under this Agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    THIRD:
      ASSIGNMENT - The Indemnitors hereby consenting do assign, transfer, pledge
      and
      convey to the Surety and agree to use their best efforts to cause the Principals
      to assign, transfer, pledge and convey to the Surety as collateral security
      for
      the full performance of the covenants and agreements herein contained, contained
      in Other Agreements and for the payment of any other indebtedness or liability
      of the Indemnitors and/or Principals to the Surety, whether heretofore or
      hereafter incurred, the assignment in the case of each contract being effective
      as of the date of the Bond covering such contract, the following: (a) all the
      right, title and interest of the Indemnitors and/or Principals in, and growing
      in any manner out of, all contracts referred to in the Bonds, or in, or growing
      in any manner out of the Bonds; (b) all the right, title and interest of the
      Indemnitors and/or Principals in and to all machinery, supplies, equipment,
      plant, tools and materials which are now, or may hereafter be, about or upon
      the
      site or sites of any and all contractual work referred to in the Bonds or
      elsewhere, including materials purchased for or chargeable to any and all
      contracts referred to in the Bonds, materials which may be in the process of
      construction, in storage at the site or elsewhere, or in transportation to
      any
      and all sites; (c) all the right, title and interest of the Indemnitors and/or
      Principals in and to all subcontracts let or to be let in connection with any
      and all contracts referred to in the Bonds, and in and to all surety bonds
      supporting such subcontracts; (d) all actions, causes of actions, claims and
      demands whatsoever which the Indemnitors and/or Principals may have or acquire
      against any subcontractor, laborer or materialman, or any person furnishing
      or
      agreeing to furnish or supply labor, material, supplies, machinery, tools,
      or
      other equipment in connection with or on account of any and all contracts
      referred to in the Bonds; and against any surety or sureties of any
      subcontractor, laborer or materialman; and (e) any and all percentages retained
      and any and all sums that may be due or hereafter become due on account of
      any
      and all contracts referred to in the Bonds and all other contracts whether
      bonded or not in which the Indemnitors or Principals have an interest; (f)
      all
      licenses, patents, copyrights and trade secrets; (g) all warehouse receipts,
      bills of lading and general intangibles; (h) all tax refunds and claims for
      tax
      refunds; and (i) all limited partnership and general partnership interests;
      but
      only in the event of: (1) any abandonment, forfeiture or breach of any contract
      referred to in the Bonds or of any breach of any Bond; or (2) a default in
      discharging any other Indebtedness or liabilities incurred in connection
      therewith, when due; or (3) any breach of the covenants and conditions of this
      Agreement or Other Agreements, including but not limited to the failure to
      obtain from the Surety written approval of a Change in Control; or (4) an
      assignment by any Indemnitor or Principal for the benefit of creditors, or
      of
      the appointment or any application for the appointment, of a receiver or trustee
      for any Indemnitor or Principal whether insolvent or not; or (5) any proceeding
      which deprives the Indemnitor or Principal of the use of any of the machinery,
      supplies, equipment, plant, tools or material referred to in section (b) of
      this
      paragraph; or (6) any Indemnitor or Principal’s death, absconding,
      disappearance, incompetence, insolvency, conviction of a felony, or
      imprisonment, if the Indemnitor or Principal be an individual. Principal(s)
      shall further obtain, maintain and assign all proceeds from insurance coverage
      as may be required by the Surety from insurance companies acceptable to Surety,
      including, as may be applicable, coverage for acts of terrorism. Failure to
      obtain or maintain insurance coverages so required by Surety shall be a breach
      of this agreement and shall permit Surety to demand cash collateral from
      Principal(s) in an amount up to and including the full penal sum of any
      outstanding Bond(s).

     

    FOURTH:
      UNIFORM COMMERCIAL CODE - This Agreement shall constitute a Security Agreement
      to the Surety and also a Financing Statement, both in accordance with the
      provisions of the Uniform Commercial Code of every jurisdiction wherein such
      Code is in effect and may be so used by the Surety without in any way
      abrogating, restricting or limiting the rights of the Surety under this
      Agreement or under law, or in equity. A carbon, photographic or other
      reproduction of this Agreement may be filed as a Financing
      Statement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    FIFTH:
      TAKEOVER - In the event of any of the following: breach, default, or termination
      asserted by the obligee in any Bond; any Principal’s abandonment of the work or
      forfeiture of any contract covered by any Bond, any Principal’s failure to pay
      obligations incurred in connection therewith; or if the Principal is an
      individual, in the event of the Principal’s death, absconding, disappearance,
      incompetence, insolvency, conviction of a felony, or imprisonment; the
      bankruptcy of any Principal; the appointment of a receiver or trustee for any
      Principal or for the property of any Principal; an assignment for the benefit
      of
      creditors of any Principal; if any action is taken by or against any Principal
      under or by virtue of the Federal Bankruptcy Code; should reorganization or
      arrangement proceedings be filed by or against any Principal under said Code;
      and/or if any action is taken by or against any Principal under the insolvency
      laws of any state, possession or territory of the United States, then the Surety
      shall have the right, at its option and in its sole discretion and is hereby
      authorized, with or without exercising any other right or option conferred
      upon
      it by law or under the terms of this Agreement, to take possession of any part
      or all of the work under any contract or contracts covered by the Bonds, and
      the
      Indemnitors hereby agree to use their best efforts to cause the Principal to
      permit the Surety to take possession of any part or all of the work under any
      contract or contracts covered by the Bonds, at the expense of the Indemnitors
      and Principals, to complete or arrange for the completion of the same, and
      the
      Indemnitors and Principals shall promptly, upon demand, pay to the Surety all
      losses, fees, costs and expenses so incurred.

     

    SIXTH:
      CHANGES - The Surety is authorized and empowered, without notice to or knowledge
      of the Indemnitors or Principals, to assent to any change whatsoever in the
      Bonds, and/or any contracts referred to in the Bonds, and/or in the general
      conditions, plans and/or specifications accompanying said contracts, including,
      but not limited to, any change in the time for the completion of said contracts
      and to payments or advances thereunder before the same may be due, and to assent
      to or take any assignment or assignments, to execute or consent to the execution
      of any continuations, extensions or renewals of the Bonds and to execute any
      substitute or substitutes therefor, with the same or different conditions,
      provisions and obligees and with the same or larger or smaller penalties, it
      being expressly understood and agreed that the Indemnitors shall remain bound
      under the terms of this Agreement even though any such assent by the Surety
      does
      or might substantially increase the liability of said Indemnitors. Indemnitors
      further represent and warrant to surety that they are currently informed and
      remain informed and apprised of Principal’s or Principals’ business activities,
      ventures and financial affairs, including but not limited to the type, size
      (single job and/or aggregate program), location and status of projects and
      contracts performed by Principal(s) and secured by Bond(s) executed, provided
      or
      procured by Surety. Surety has no obligation to inform the Indemnitors of any
      change in any aspect of Principal(s)’ business activities or financial
      affairs.

     

    SEVENTH:
      ADVANCES - The Surety is authorized and empowered, in its sole discretion and
      without any obligation to do so, to guarantee loans, to advance, or lend to
      an
      Indemnitor or Principal any money, which the Surety may see fit, for the purpose
      of any contracts referred to in, or guaranteed by the Bonds, or pursuant to
      any
      Other Agreements, and all money so expended, lent, advanced, or loans guaranteed
      from time to time to or on behalf of any such Indemnitor or Principal in
      connection therewith, including costs of investigation, administration, and/or
      in the completion of any contract by the Surety, and any and all other costs
      and
      expenses incurred by the Surety in relation thereto, unless repaid with interest
      at the maximum rate permitted by law by any Indemnitor or Principal to the
      Surety when due, shall be presumed to be a loss by the Surety for which the
      Indemnitors and Principals shall be responsible notwithstanding that said money
      or any part thereof should not be so used by any such Indemnitor or
      Principal.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    EIGHTH:
      BOOKS AND RECORDS - Principal(s) and Indemnitor(s) shall provide to Surety
      within 120 days of their fiscal year end, financial statements prepared in
      accordance with Generally Accepted Accounting Principles, and reports prepared
      by reputable accounting firms prepared in accordance with the AICPA’s Statements
      on Standards for Accounting and Review Services (“SARS”). If principal(s) and/or
      Indemnitor(s) have reports prepared by reputable accounting firms in accordance
      with the AICPA’s Statements on Auditing Standards in the ordinary course of
      their financial reporting, then such reports shall be supplied instead of the
      reports in accordance with SARS. Principal(s) and Indemnitor(s) shall also
      provide any management letters received from their accountants within 30 days
      of
      receipt. In addition to the foregoing, at any time, and until such time as
      the
      liability of the Surety under any and all Bonds is terminated, or the Surety
      is
      fully reimbursed all amounts due to it under this Agreement or Other Agreements,
      the Surety shall have the right of reasonable access to the books, records
      and/or accounts of the Indemnitors and Principals for the purpose of inspection,
      copying or reproduction; and any financial institution, depository, materialman,
      supply house or other person, firm or corporation is hereby specifically
      authorized by each Indemnitor and Principal to furnish the Surety, at the
      Surety’s request, any information requested including but not limited to,
      financial and credit reports relating to the financial condition of the
      Indemnitors and/or Principals, and as to any bonded or non-bonded contract
      performed, in progress or awarded, the status of the work, the condition of
      the
      performance of such contracts and payments of accounts. The Indemnitors and
      Principals agree to provide any additional releases, requests, waivers or any
      other documents required in order to allow the Surety access to the requested
      information. Failure to provide the information required in this paragraph
      shall
      be a breach of this Agreement, and shall entitle Surety to demand in its sole
      discretion cash collateral up to the penal sum of any outstanding
      Bond(s).

     

    NINTH:
      DECLINE EXECUTION - The Surety, at its sole discretion, may decline to execute,
      renew or extend any Bond, including final bonds, and may cancel any Bond unless
      the Bond states otherwise, and the Indemnitors and Principals agree to make
      no
      claim to the contrary. If the Surety shall execute a Bid or Proposal Bond,
      it
      shall have the right to decline to execute any other Bonds that may be required
      in connection with any award that may be made under the proposal for which
      the
      Bid or Proposal Bond is given, and such declination shall not diminish or alter
      the liability that may arise by reason of having executed the Bid or Proposal
      Bond. The Indemnitors and Principals acknowledge that the Surety makes no
      representation as to the validity or acceptability of any Bond to any person,
      firm or entity of whatever sort or kind under any contract, and agree that
      they
      shall have no claim against the Surety arising out of or in any manner relating
      to the failure or refusal of any person, firm or entity of whatever sort or
      kind
      to award any contract to the Principals, or to accept any Bond executed and
      delivered by the Surety, or that the Surety has been requested to execute and
      delivery. 

     

    TENTH:
      NOTICE OF EXECUTION - The Indemnitors and Principals hereby waive notice of
      the
      execution of any Bond, the acceptance of this Agreement or Other Agreements,
      and
      of any change in surety credit or other fact that might materially alter the
      Indemnitors and Principals’ obligations hereunder, and the Indemnitors and
      Principals hereby waive all notice of any default, or any other act or acts
      giving rise to any claim under any Bond, as well as notice of any and all
      liability of the Surety under any Bond, and any and all liability on their
      part
      hereunder, to the end and effect that, the Indemnitors and Principals shall
      be
      and continue to be liable hereunder, notwithstanding any notice of any kind
      to
      which they might have been or be entitled, and notwithstanding any defenses
      they
      might otherwise have been entitled to make as a result of lack of notice.


     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    ELEVENTH:
      TRUST FUND - The Indemnitors and Principals covenant and agree that all of
      their
      interest, title and rights in any contract or undertaking referred to in any
      Bond, or in, or growing in any manner out of any Bond, including but not limited
      to payments for or on account of any contract, shall be held as a trust fund
      and/or as a constructive or equitable trust in which the Surety has an interest,
      and shall inure to the benefit of the Surety for any liability or loss it may
      have or sustain under any Bond including but not limited to the payment of
      obligations incurred in the performance of any contract and for labor,
      materials, and services furnished in the prosecution of the work provided in
      any
      contract or any authorized extension or modification thereof, and, further,
      it
      is expressly understood and declared that all monies due and to become due
      under
      any contract covered by any Bond are trust funds, whether in the possession
      of
      the Indemnitors or Principals or otherwise, for the benefit of and for payment
      of all such obligations in connection with any such contract for which the
      Surety would be liable under any Bond, said trust also inures to the benefit
      of
      the Surety for any liability or loss it may have or sustain under any Bond,
      under this Agreement, or under any Other Agreements, and this Agreement
      constitutes notice of such trust.

     

    TWELFTH:
      HOMESTEAD - To the extent permitted by applicable law, the Indemnitors and
      Principals hereby waive, so far as their respective obligations under this
      Agreement are concerned, all rights to claim any of their property including
      their respective homesteads, as exempt from levy, execution, sale or other
      legal
      process under the laws of any state, territory or possession.

     

    THIRTEENTH:
      SETTLEMENTS - The Surety shall have the right, at its option and sole
      discretion, to adjust, settle or compromise any claim, demand, suit or judgment
      upon any Bond, unless any Indemnitor or Principal, providing a reasonable legal
      basis therefor, shall request the Surety to litigate such claim or demand,
      or to
      defend such suit, or to appeal from such judgment, and shall deposit with the
      Surety, at the time of such request, cash or collateral satisfactory to the
      Surety in kind and amount to be used in paying any judgment or judgments
      rendered or that may be rendered, with interest, costs, expenses and attorneys’
fees, including those of the Surety.

     

    FOURTEENTH:
      SURETIES - In the event the Surety procures the execution of any Bond by other
      sureties, or executes any Bond with co-sureties, or reinsures any portion of
      any
      Bond with reinsuring sureties, then all the terms and conditions of this
      Agreement shall inure also to the benefit of such other sureties, co-sureties
      and reinsuring sureties, their successors and assigns, as their interests may
      appear.

     

    FIFTEENTH:
      SUITS - Separate suits may be brought hereunder as causes of action accrue,
      and
      the bringing of suit or the recovery of judgment upon any cause of action shall
      not prejudice or bar the bringing of other suits upon other causes of action,
      whether theretofore or thereafter arising.

     

    SIXTEENTH:
      OTHER INDEMNITY - The addition to this Agreement of any Indemnitor, including
      any entities acquired after the date of execution of this Agreement, may be
      effected by written amendment executed by such Indemnitor only, notwithstanding
      any language herein to the contrary. The Indemnitors and Principals shall
      continue to remain bound under the terms of the Agreement, Other Agreements,
      and
      any other agreements containing indemnity obligations, even though the Surety
      may from time to time heretofore or hereafter, with or without notice to or
      knowledge of the Indemnitors and Principals, accept, release, or reduce any
      indemnity obligations or collateral of current or future Indemnitors and
      Principals for any reason, The Indemnitors and Principals expressly waive notice
      from the Surety of any such action and, furthermore, it is explicitly understood
      and agreed by the Indemnitors and Principals that any and all other rights
      which
      the Surety may have or acquire against the Indemnitors and Principals and/or
      others under any such agreements or additional agreements or collateral shall
      be
      in addition to, and not in lieu of, the rights afforded the Surety under this
      Agreement. No Indemnitor shall make any defense to the enforcement of this
      Agreement based on the execution of Other Agreements or related to the addition
      or the release of any Indemnitor, and each Indemnitor explicitly confirms its
      joint and several liability for Bonds issued by the Surety as provided in this
      Agreement. Principals and Indemnitors also waive and subordinate all rights
      of
      indemnity, subrogation and contribution against each other until all obligations
      to the Surety under the agreement, at law or in equity, have been satisfied
      in
      full.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    SEVENTEENTH:
      INVALIDITY - Invalidity of any provision of this Agreement by reason of the
      laws
      of any jurisdiction shall not render the other provisions hereof invalid. In
      case any of the parties set forth in this Agreement fail to execute the same,
      or
      in case the execution hereof by any of the parties be defective or invalid
      for
      any reason, including lack of authority to bind any party, such failure, defect
      or invalidity shall not in any manner affect the validity of this Agreement
      or
      the liability hereunder of any of the parties executing the same, but each
      and
      every party so executing shall be and remain fully bound and liable hereunder
      to
      the same extent as if such failure, defect or invalidity had not existed. Each
      party agrees to execute promptly any documentation necessary to cure any such
      failure, defect or invalidity. It is understood and agreed by the Indemnitors
      and Principals that the rights, powers, and remedies given the Surety under
      this
      Agreement shall be and are in addition to, and not in lieu of, any and all
      other
      rights, powers, and remedies which the Surety may have or acquire against the
      Indemnitors and Principals or others whether by the terms of any other agreement
      or by operation of law or otherwise.

     

    EIGHTEENTH:
      ATTORNEY-IN-FACT - The Indemnitors and Principals hereby irrevocably nominate,
      constitute, appoint and designate the Surety as their attorney-in-fact with
      the
      full right and authority, but not the obligation, to exercise all the rights
      of
      the Indemnitors and Principals assigned, transferred and set over to the Surety
      in this Agreement, with full power and authority to execute on behalf of and
      sign the name of any Indemnitor and/or Principal to any voucher, financing
      statement, release, satisfaction, check, bill of sale of all or any property
      by
      this Agreement assigned to the Surety, or other documents or papers deemed
      necessary and proper by the Surety in order to give full effect not only to
      the
      intent and meaning of the within assignments, but also to the full protection
      intended to be herein given to the Surety under all other provisions of this
      Agreement. The Indemnitors and Principals hereby ratify and confirm all acts
      and
      actions taken and done by the Surety as such attorney-in-fact and agree to
      protect and hold harmless the Surety for acts herein granted as
      attorney-in-fact.

     

    NINETEENTH:
      TERMINATION - Any Indemnitor may terminate its liability under this Agreement
      upon twenty days’ written notice sent by registered and certified mail or
      courier requiring proof of delivery signature to the Surety, in care of Liberty
      Bond Services, Interchange Corporate Center, 450 Plymouth Road, Suite 400,
      Plymouth Meeting, PA 19462-1644, but any such notice of termination shall not
      operate to modify, bar, or discharge Indemnitors or Principals as to any Bonds
      (a) that may have been executed or authorized prior to the expiration of the
      notice period; (b) which may be executed after the expiration of the notice
      period in fulfillment of any commitment given by the Surety prior to the
      expiration of such notice period; (c) executed in connection with any project
      as
      to which any bid bond was executed or authorized prior to the expiration of
      such
      notice period; and/or (d) which are renewed, extended, substituted or modified
      after the expiration of such notice period. Such termination of liability as
      to
      any Indemnitor or Principal in no way affects the obligation of any other
      Indemnitor or Principal who has not given notice as herein
      provided.

     

    TWENTIETH:
      AMENDMENTS - This Agreement may not be changed or modified orally. No change
      or
      modification shall be effective unless made by written amendment executed to
      form a part hereof.

     

    TWENTY-FIRST:
      JURISDICTION - As to any legal action or proceeding related to this Agreement,
      the Indemnitors and Principals consent to the general jurisdiction of any local,
      state or Federal court of the United States or its territories having proper
      subject matter jurisdiction or in any court of the United States or its
      territories in which any claim may be brought against the Surety under any
      Bonds, and waive any claim or defense in any such action or proceeding based
      on
      any alleged lack of personal jurisdiction, improper venue, forum non conveniens
      or any similar basis, Indemnitors and Principals further waive personal service
      or any and all process.

     

    TWENTY-SECOND:
      CURRENCY EXCHANGE - Should the Surety, when making any payment or incurring
      any
      expense directly or indirectly related to Bonds expend funds in currencies
      other
      than U.S. Dollars, then Indemnitors shall either reimburse the Surety in U.S.
      Dollars equal to the amount expended by the Surety at the time the foreign
      currency was purchased or shall defray the cost of any exchange variation,
      thereby indemnifying the Surety for any decrease in the valuation of the
      currency purchased.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    TWENTY-THIRD:
      CHANGE IN CONTROL - The Indemnitors agree to provide the Surety with, at least,
      forty five (45) days prior written notice of a Change in Control (defined below)
      and to designate the name and address of the Indemnitor with whom the Surety
      should correspond with respect to this paragraph, which Indemnitor, all
      Indemnitors agree is designated to act on behalf of them pursuant to this
      paragraph. Upon receipt of such notice, the Surety shall advise the Indemnitor
      designated above, in writing, of its election to (i) approve such Change in
      Control or (ii) demand that the Indemnitors’ procure the discharge of the Surety
      from any Bonds and all liability by reason thereof. If the Indemnitors fail
      to
      give the Surety timely notice of a Change in Control or if the Surety does
      not
      approve the Change in Control and if such discharge is not procured to the
      sole
      satisfaction of the Surety then, immediately, upon the Surety’s written demand,
      the Indemnitors shall deposit a sum of money or collateral, of a type and value
      satisfactory to the Surety, equal to the aggregate penal sum of the then
      outstanding Bonds, as determined by the Surety in its sole discretion. The
      Surety shall send its written demand to the Indemnitor designated above by
      overnight courier or by registered or certified mail. The Indemnitors hereby
      acknowledge that if they or any one of them breaches the obligations set forth
      in this paragraph, the Surety will not have an adequate remedy at law, will
      suffer irreparable harm and shall be entitled to injunctive relief, enforcing
      the terms of this paragraph, as well as a final decree, order or judgment
      granting Surety specific performance of the terms of this
      Agreement.

     

    “Change
      in Control” shall mean: (a) the transfer, merger or consolidation (in one
      transaction or a series of transactions) of all or substantially all of the
      assets of any non-individual Principal or Indemnitor; (b) the acquisition (in
      one transaction or a series of transactions) by any person or group, directly
      or
      indirectly, of fifty (50%) percent or more of the beneficial ownership or
      control of any Principal or Indemnitor; or (c) the acquisition by any Principal
      or Indemnitor, directly or indirectly, of fifty (50%) percent or more of the
      beneficial ownership or control in any joint venture, subsidiary, division,
      affiliate, limited partnership, limited liability partnership, limited liability
      company or other entity through the issuance of ten (10%) percent or more of
      the
      voting power of the total outstanding voting stock of any Principal or
      Indemnitor.

     

    TWENTY-FOURTH:
      DOMESTIC PRINCIPAL DOING FOREIGN CONTRACTS/ GOVERNING LAW - The Indemnitors
      and
      Principals hereby agree that as to any legal action or proceeding related to
      any
      Bond(s) issued in connection with contracts to be performed outside the United
      States and its territories, this Agreement shall be governed by and construed
      in
      accordance with the laws of the State of New York (without giving effect to
      the
      conflict of laws principles thereof), except to the extent superseded by Federal
      law.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    DATED
      as
      of this ____ day of __________, 2004

     

    By
      affixing their signatures hereto, each Indemnitor signing on behalf of a
      business entity warrants that each is duly authorized by Indemnitor to bind
      Indemnitor to this Agreement:

    


    
      	
              Witness/Attest:

               

              /s/ John
                P. Schauerman

              John
                P. Schauerman

              SVP,
                Secretary, Treasurer

            	
              Primoris
                Corporation

              Tax
                ID 83-037-7797

              26000
                Commercentre Drive

              Lake
                Forest, CA 92630

               

              By: 
                /s/
                John B. Sandman  
                (Seal)

              John
                B. Sandman

              President

            
	 	 
	
              Witness/Attest:

               

              /s/ John
                P. Schauerman

              John
                P. Schauerman

              SVP,
                Secretary, Treasurer

            	
              ARB,
                Inc.

              Tax
                ID 95-215-9777

              26000
                Commercentre Drive

              Lake
                Forest, CA 92630

               

              By:
                 /s/
                John B. Sandman  
                (Seal)

              John
                B. Sandman

              President

            
	 	 
	
              Witness/Attest:

               

              /s/ Alfons
                Theeuwes

              Alfons
                Theeuwes

              CFO,
                Secretary, Treasurer

            	
              ARB,
                Inc.

              Tax
                ID 83-037-7796

              26000
                Commercentre Drive

              Lake
                Forest, CA 92630

               

              By:
                 /s/
                John B. Sandman  
                (Seal)

              John
                B. Sandman

              President

            
	 	 
	
              Witness/Attest:

               

              /s/ Stacy
                Walters

              Stacy
                Walters

              Secretary

            	
              Onquest,
                Inc.

              Tax
                ID 30-004-3099

              26000
                Commercentre Drive

              Lake
                Forest, CA 92630

               

              By:
                 /s/
                Dave Baker   
                (Seal)

              Dave
                Baker

              President
                & CEO

            
	 	 
	
              Witness/Attest:

               

              /s/ Keith
                Pickle

              Keith
                Pickle

              Secretary,
                Treasurer

            	
              Cardinal
                Contractors, Inc.

              Tax
                ID 

              26000
                Commercentre Drive

              Lake
                Forest, CA 92630

               

              By:
                 /s/
                William J. McDevitt  
                (Seal)

              William
                J. McDevitt

              President
                & CEO

            


    

     

    
      
         

      

      
        9