<PAGE>
                                                                   EXHIBIT 10.92
[LOGO OF LIBERTY 
 BOND SERVICES APPEARS HERE]
                                                  GENERAL AGREEMENT OF INDEMNITY
     
     This General Agreement of Indemnity ("Agreement") is made and entered into
by the following individuals, partnerships and/or corporations, MEADOW VALLEY
CORPORATION AND ANY OF ITS PRESENT OR FUTURE, DIRECTLY OR INDIRECTLY MAJORITY-
OWNED OR CONTROLLED SUBSIDIARIES OR AFFILIATES, WHETHER ALONE OR IN JOINT
VENTURE WITH OTHERS NOT NAMED HEREIN; AND ANY CORPORATION, PARTNERSHIP OR PERSON
UPON THE WRITTEN REQUEST OF ANY OF THE UNDERSIGNED individually and collectively
hereinafter called ("Principals"), who intend to assume the obligations of
Principals, as noted in this Agreement, with respect to any surety bond,
undertaking, recognizance, instrument of guarantee or other surety obligation
(hereinafter called "Bonds") requested and/or issued, before or after the date
of this Agreement by Liberty Mutual Insurance Company, a Massachusetts
corporation, on behalf of itself and LM Insurance Corporation, an Iowa
corporation; The First Liberty Insurance Corporation, and Iowa corporation;
Liberty Mutual Fire Insurance Company, a Massachusetts corporation; Liberty
Insurance Corporation, a Vermont corporation; and any other company that is part
of or added to the Liberty Mutual Group for which surety business is
underwritten by Liberty Bond Services (hereinafter called the "Surety") on
behalf of such Principals and all of the above listed Principals (individually
and collectively hereinafter called "Indemnitors" in this secondary capacity),
jointly and severally, also intend to assume the obligations of Indemnitors, as
noted in this Agreement, with respect to any and all Bonds heretofore, presently
or hereafter requested and/or issued by the Surety on behalf of any or all
Principals.

                                  WITNESSETH

     WHEREAS, the 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 Principals or
Indemnitors may request the Surety to refrain from canceling the Bonds; and

     WHEREAS, at the request of the Principals and the Indemnitors and with the
express understanding that this Agreement be given, 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 the Bonds.

     NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Principals and Indemnitors 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 Principals and Indemnitors will pay to the Surety,
promptly upon demand, all premiums, costs and charges of the Surety for Bonds
requested and/or issued by the Surety in accordance with its rate filings, its
manual of rates, or as otherwise agreed upon, and where such premium, costs and
charges are annual, continue to pay the same until the Principals of Indemnitors
shall deliver evidence satisfactory to the Surety of its discharge or release
from the Bonds and all liability by reason thereof.

     SECOND: INDEMNITY - The Principals and Indemnitors shall exonerate,
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 interest, court costs and counsel (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 Bonds; or (2) by having executed or procured the execution of
any Bonds; or (3) by reason of the failure of the Principals or Indemnitors to
perform or comply with any of the covenants and conditions of this Agreement;
or (4) in enforcing any of the covenants and conditions of this Agreement.
Payment by reason of the aforesaid causes shall be made to the Surety by the
Principals and Indemnitors promptly, upon demand by the Surety, whether or not
the Surety shall have made any payment therefor. In the event of any payment by
the Surety, the Principals and Indemnitors 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 under the belief that is , or was, or
might be liable for the sums and amounts so disbursed or that is was necessary
or expedient to make such disbursements, whether or not such liability,
necessity or expediency existed; and that the vouchers or other evidence or any
such payments made by the Surety shall be prima facie evidence of the fact and
amount of liability to the Surety. If for any reason the Surety shall deem it
necessary to set up or to increase a reserve to cover any possible liability for
losses and/or fees, costs and expenses for which the Principals and the
Indemnitors will be obliged to indemnify the Surety under the terms of this
Agreement, the Principals and the Indemnitors will deposit with the Surety,
promptly upon demand, a sum of money equal to such reserve (including any fees,
costs and expenses) and any increase thereof as collateral security to the
Surety for such liabilities. The Surety shall have the right to use the deposit,
or any part thereof, in payment or settlement of any such liabilities for which
the Principals and the Indemnitors would be obliged to indemnify the Surety
under the terms of this Agreement.

     THIRD ASSIGNMENT - The Principals and the Indemnitors hereby consenting,
will assign, transfer, pledge and convey to the Surety, and do hereby assign,
transfer, pledge and convey to the Surety, as collateral security for the full
performance of the covenants and agreements herein contained and for the payment
of any other indebtedness or liability of the Principals and/or Indemnitors to
the Surety, whether heretofore or hereafter incurred, the assignment in the case
of each contract shall become effective as of the date of the Bond covering such
contract, 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 (4) any assignment by the Principals for the
benefit of creditors, or of the appointment, or of any application for the
appointment, of a receiver or trustee for the Principals whether insolvent or
not; or (5) any proceeding which deprives the Principals of the use of any of
the machinery, supplies, equipment, plant, tools or material referred to in
section (b) of this paragraph; or (6) the Principal's dying, absconding,
disappearing, incompetency, insolvency, being convicted of a felony, or
imprisoned, if the Principal by an individual: (a) all the right, title and
interest of the Principals and the Indemnitors 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 Principals and the
Indemnitors 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 Principals and the Indemnitors in and to all
subcontracts let or to be let in connection with any and all contracts

                                       1
<PAGE>
 
             LIBERTY BOND SERVICES, GENERAL AGREEMENT OF INDEMNITY
   Indemnitors:  Meadow Valley Corporation and any of its present or future,
     directly or indirectly majority-owned or controlled subsidiaries or 
     affiliates, whether alone or in joint venture with others not named
     herein; and any corporation, partnership or person upon the written
     request of any of the undersigned
------------------------------------------------------------------------------

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 Principals and the Indemnitors 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, 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 Principals or 
the Indemnitors have an interest.

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.

FIFTH: TAKEOVER - In the event of any breach or default asserted by the
obligee in any Bond, or the Principals have abandoned the work on or 
forfeited any contract or contracts covered by any Bond, or have failed to
pay obligations incurred in connection therewith, or in the event of the
Principal's dying, absconding, disappearing, incompetency, insolvency,
being convicted of a felony, or imprisoned, if the Principal be an 
individual, bankruptcy of the Principals, or the appointment of a 
receiver or trustee for the Principals or the property of the Principals, 
or in the event of an assignment for the benefit of creditors of the 
Principals, or if any action is taken by or against the Principals under
or by virtue of the Federal Bankruptcy Code, or should reorganization 
or arrangement proceedings be filed by or against the Principals under 
said Code, or if any action is taken by or against the Principals under
the Insolvency laws of any state, possession or territory of the United 
States, 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 any Bond, and at the expense of the 
Principals and Indemnitors to complete or arrange for the completion of 
the same, and the Principals and Indemnitors 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, 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.

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 the Principals any money, which the Surety may see
fit, for the purpose of any contracts referred to in, or guaranteed by
the Bonds, and all money expended in connection with the investigation
and/or in the completion of any such contracts by the Surety, or lent or 
advanced from time to time to the Principals, or guaranteed by the 
Surety for the purposes of any such contracts, and any and all other costs
and expenses incurred by the Surety in relation thereto, unless repaid
with legal interest by the Principals to the Surety when due, shall be
presumed to be a loss by the Surety for which the Principals and the 
Indemnitors shall be responsible notwithstanding that said money or any
part thereof should not be so used by the Principals.

EIGHTH: BOOKS AND RECORDS - At any time, and until such time as the 
liability of the Surety under any and all Bonds is terminated, the 
Surety shall have the right of reasonable access to the books, records
and/or accounts of the Principals and Indemnitors; and any bank 
depository, materialman, supply house or other person, firm or 
corporation when requested by the Surety is hereby authorized to 
furnish the Surety any information requested including, but not 
limited to, the status of the work under contracts being performed by
the Principals, the condition of the performance of such contracts and 
payments of accounts.

NINTH: DECLINE EXECUTION - Unless otherwise specifically agreed in writing,
the Surety may decline to execute any Bond and the Principals and 
Indemnitors agree to make no claim to the contrary in consideration of 
the Surety's receiving this Agreement, and 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 Principals and 
the Indemnitors acknowledge that the Surety makes no representation as to
the validity or acceptability of any of its Bonds to any person, firm or 
entity of whatever sort or kind under any contract.  The Principals and the 
Indemnitors 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 hereby waive notice of the
execution of the Bonds and of the acceptance of this Agreement, and the
Principals and the Indemnitors hereby waive all notice of any default, or any
other act or acts giving rise to any claim under the Bonds, as well as notice of
any and all liability of the Surety under the Bonds, and any and all liability
on their part hereunder, to the end and effect that, the Principals and the
Indemnitors 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 have been entitled to make.

ELEVENTH: TRUST FUND - If any of the Bonds are executed in connection with
a contract which by its terms or by law prohibits the assignment of the 
contract price, or any part thereof, the Principals and Indemnitors covenant
and agree that all payments for or on account of said contract shall be held
as a trust fund in which the Surety has an interest, for the payment of
obligations incurred in the performance of the contract and for labor, 
materials, and services furnished in the prosecution of the work provided in
said 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 or contracts covered by the Bonds are 
trust funds, whether in the possession of the Principals or Indemnitors or 
otherwise, for the benefit of and for payment of all such obligations in 
connection with any such contract or contracts for which the Surety would 
be liable under any Bonds; said trust also inures to the benefit of the 
Surety for any liability or loss it may have or sustain under any of the said
Bonds, and this Agreement and declaration shall also constitute notice
of such trust.

                                      2 
     
<PAGE>
 
             LIBERTY BOND SERVICES, GENERAL AGREEMENT OF INDEMNITY
     INDEMNITORS:  MEADOW VALLEY CORPORATION AND ANY OF ITS PRESENT OR FUTURE,
          DIRECTLY OR INDIRECTLY MAJORITY-OWNED OR CONTROLLED SUBSIDIARIES OR
          AFFILIATES, WHETHER ALONE OR IN JOINT VENTURE WITH OTHERS NOT NAMED
          HEREIN; AND ANY CORPORATION, PARTNERSHIP OR PERSON UPON THE WRITTEN
          REQUEST OF ANY OF THE UNDERSIGNED
--------------------------------------------------------------------------------

TWELFTH: HOMESTEAD - The Principals and the Indemnitors 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 the Bonds, unless the Principals and the Indemnitors 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 the
Bonds by other sureties, or executes the Bonds with co-sureties, or reinsures
any portion of the Bonds with reinsuring sureties, than all the terms and
conditions of this Agreement shall inure to the benefit of such other sureties
co-sureties and reinsuring sureties, 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 Principals and the Indemnitors shall continue
to remain bound under the terms of this Agreement even though the Surety may
have from time to time heretofore or hereafter, with or without notice to or
knowledge of the Principals and the Indemnitors, accepted or released other
agreements of Indemnity or collateral in connection with the execution or
procurement of the Bonds, from the Principals or Indemnitors and/or others, it
being expressly understood and agreed by the Principals and the Indemnitors that
any and all other rights which the Surety may have or acquire against the
Principals and the Indemnitors and/or others under any such other or additional
agreements of indemnity or collateral shall be in addition to, and not in lieu
of, the rights afforded the Surety under this Agreement.

SEVENTEENTH: INVALIDITY - In case any of the parties mentioned 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, 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. It is
understood and agreed by the Principals and Indemnitors 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 Principals and Indemnitors or others
whether by the terms of any other agreement or by operation of law or otherwise.

EIGHTEENTH: ATTORNEY IN FACT - The Principals and Indemnitors 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 Principals and Indemnitors assigned, transferred and set over to
the Surety In this Agreement, with full power and authority to execute on behalf
of and sign the names of the Principals and Indemnitors 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 Principals and Indemnitors hereby ratify and confirm all
acts and actions taken and done by the Surety as such attorney-in-fact.

NINETEENTH: TERMINATION - This Agreement may be terminated by the Principals or
Indemnitors upon twenty days' written notice sent by registered mail to the
Surety at its home office at 600 W, Germantown Pike, #300, Plymouth Meeting,
Pennsylvania 19462, but any such notice of termination shall not operate to
modify, bar, or discharge the Principals or the Indemnitors as to the Bonds that
may have been theretofore executed.

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

TWENTY-FIRST: JURISDICTION - As to any legal action or proceeding related to
this Agreement, the Principals and Indemnitors consent to the general
jurisdiction of any local, state or federal court of competent subject matter
jurisdiction 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. Principals and Indemnitors further waive
personal service or any end all process.

TWENTY-SECOND: ENTIRE AGREEMENT - THE PRINCIPALS AND THE INDEMNITORS REPRESENT
TO THE SURETY THAT THEY HAVE CAREFULLY READ THIS ENTIRE AGREEMENT AND THAT THERE
ARE NO OTHER AGREEMENTS OR UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, THAT IN
ANY WAY MODIFY, CHANGE OR VITIATE THE OBLIGATIONS OF THIS AGREEMENT EXCEPT AS
EXPRESSLY SET FORTH BELOW.

TWENTY-THIRD: NONE
              ----
 
DATED as of this 1st day of September, 1998.

                                       3
<PAGE>
 
             LIBERTY BOND SERVICES, GENERAL AGREEMENT OF INDEMNITY
     INDEMNITORS:  MEADOW VALLEY CORPORATION AND ANY OF ITS PRESENT OR FUTURE,
          DIRECTLY OR INDIRECTLY MAJORITY-OWNED OR CONTROLLED SUBSIDIARIES OR
          AFFILIATES, WHETHER ALONE OR IN JOINT VENTURE WITH OTHERS NOT NAMED
          HEREIN; AND ANY CORPORATION, PARTNERSHIP OR PERSON UPON THE WRITTEN
          REQUEST OF ANY OF THE UNDERSIGNED
-------------------------------------------------------------------------------

WITNESS/ATTEST:

                                 MEADOW VALLEY CORPORATION
                                 -------------------------------------------- 
                                      (Full Name & Address of Principal)

                                 4411 S. 40/th/ ST., STE. D-11
                                 PHOENIX, AZ 85040
                                 ---------------------------------------------

By: Julie L. Bergo               By:  Bradley E. Larson          
-----------------------------       -----------------------------(Seal)
    Julie L. Bergo, Secretary         Bradley E. Larson, President    



================================================================================
                   TO BE SIGNED BY H.O. COMPANY OFFICER ONLY

                                         _______________________________(Surety)

By:_____________________________         By:____________________________(Seal)

================================================================================

                                       4
<PAGE>
 
             LIBERTY BOND SERVICES, GENERAL AGREEMENT OF INDEMNITY
     INDEMNITORS: MEADOW VALLEY CORPORATION AND ANY OF ITS PRESENT OR FUTURE,
          DIRECTLY OR INDIRECTLY MAJORITY-OWNED OR CONTROLLED SUBSIDIARIES OR
          AFFILIATES, WHETHER ALONE OR IN JOINT VENTURE WITH OTHERS NOT NAMED
          HEREIN; AND ANY CORPORATION, PARTNERSHIP OR PERSON UPON THE WRITTEN
          REQUEST OF ANY OF THE UNDERSIGNED
--------------------------------------------------------------------------------

        FOR NOTARIAL ACKNOWLEDGMENT OF PRINCIPAL/INDEMNITOR'S SIGNATURE


                             CORPORATE ACKNOWLEDGMENT
State of Arizona
         -------------------)

                            )SS
County of Maricopa
          ------------------)

  On this 1/st/ day of Sept, in the year 1998, before me personally comes
BRADLEY E. LARSON to me known, who being by me duly sworn, deposes and says that
(s)he resides in the City of PHOENIX that (s)he is the PRESIDENT of MEADOW
VALLEY CORPORATION, the corporation described in and which executed the
foregoing instrument; that (s)he knows the seal of the said corporation: that
the seal affixed to the said Instrument is such corporate seal; that it was so
affixed by the order of the Board of Directors of said corporation, and that
(s)he signed (his)(her) name thereto by like order.


                                            /s/ Tortina M. Bunton
                                            ---------------------------------
                                            (Signature of Notary Public)

                                      My commission expires May 31, 2000

                                       5
<PAGE>

                             CORPORATE RESOLUTIONS
  
  At a Special meeting of the Board of Directors of the Meadow Valley
Corporation "Corporation"), duly called and held on the day of, September 1,
1998, a quorum being present, the following Preamble and Resolutions were
adopted:

  "WHEREAS, the Corporation has a substantial, material and beneficial interest
in transactions in which MEADOW VALLEY CORPORATION AND ANY OF ITS PRESENT OR
FUTURE, DIRECTLY OR INDIRECTLY MAJORITY-OWNED OR CONTROLLED SUBSIDIARIES OR
AFFILIATES, WHETHER ALONE OR IN JOINT VENTURE WITH OTHERS NOT NAMED HEREIN; AND
ANY CORPORATION, PARTNERSHIP OR PERSON UPON THE WRITTEN REQUEST OF ANY OF THE
UNDERSIGNED (Hereinafter called the (individually and collectively hereinafter
called "Principal") has applied or will apply to Liberty Mutual Insurance
Company, LM Insurance Corporation, The First Liberty Insurance Corporation,
Liberty Mutual Fire Insurance Company, Liberty Insurance Corporation, and their
subsidiaries and affiliates, as the case may be (hereinafter called the
"Surety"), for certain bonds or undertakings of whatever kind or nature:

  WHEREAS, the Surety has executed or is willing to consider the execution of
such bonds or undertakings, as surety, upon being furnished with the written
indemnity of the Corporation;

RESOLVED, that the officers authorized to execute documents on behalf of the
Corporation, be and they are hereby authorized and empowered to execute any
indemnity agreement or agreements required by the Surety as consideration for
the execution by it of bonds or undertakings of whatever kind or nature on
behalf of the Principal described in the agreement of indemnity required by the
Surety; and

RESOLVED FURTHER, that the said officers be and they are hereby authorized and
empowered, at any time prior or subsequent to the execution by the Surety of any
such bonds or undertakings, to execute any and all amendments to said indemnity
agreement or agreements; and to execute any other or further agreements relating
to any such bonds or undertakings or to any collateral that may have been
deposited with the Surety in connection therewith; and to take any and all
other actions that may be requested or required by the Surety, in connection
with any such bonds or undertakings; and

RESOLVED FURTHER, that the said officers be and they are hereby authorized and
empowered to affix the corporate seal to such indemnity agreement or agreements
and to any and all amendments to said indemnity agreement or agreements and to
any other or further agreements."

I, Julie L. Bergo, Secretary of the Corporation, have compared the foregoing
Preamble and Resolutions with the original thereof as recorded in the Minute
Book of the Corporation; and do certify that the same are correct and true
transcripts therefrom, and constitute the whole of said original Preamble and
Resolutions.

The officers authorized to execute documents on behalf of this Corporation are:

Bradley E. Larson

Kenneth D. Nelson

Gary W. Burnell

Given under my hand and the seal of the Corporation, in the City of Phoenix
State of Arizona this 1 day of September, 1998.

                                                  /s/ Julie L. Bergo
                                                 -------------------------------
                                                                       Secretary
                                       1