<PAGE>
 
SCHEDULE TO MASTER LEASE AGREEMENT                       [LOGO FOR U.S. BANCORP
                                                          APPEARS HERE]

                                                       Schedule Number 11389.001
                                                                       ---------

     THIS SCHEDULE made as of December 17, 1996, by and between U.S. BANCORP 
LEASING & FINANCIAL ("Lessor"), having its principal place of business at 825 
N.E. Multnomah, Suite 800, Portland, Oregon 97232, and Ready-Mix, Inc. 
("Lessee"), having its principal place of business located at 3430 E. Flamingo, 
Suite 100, Las Vegas, Nevada 89121, to the Master Lease Agreement dated as of 
December 17, 1996 between the Lessee and the Lessor (the "Lease"). Capitalized 
terms used but not defined herein are used with the respective meanings 
specified in the Lease.

            LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:

(a)  The following specified equipment (the "Property") is hereby made and 
     constituted Property for all purposes pursuant to the Lease:

     Twelve (12) new International trucks, model F5070, mounted with 11 cubic
     yard Bridgemaster III mixers. The serial number and mixer number for each
     vehicle follows: 2HTTWAHTOVC029176, 43133-09079; 2HTTWAHT6VC029196, 43132-
     09078; 2HTTWAHT9VC027118, 43147-09086; 2HTTWAHT3VCO29169, 43145-09084;
     2HTTWAHT1VC029171, 43168-09098; 2HTTWAHTXVCO29170, 43178-09101;
     2HTTWAHT9VC029175, 43165-09095; 2HTTWAHT1VC029185, 42938-08979;
     2HTTWAHT3VC029172, 42873-08955; 2HTTWAHT2VC029177, 42940-08981;
     2HTTWAHT6VC029179, 43101-09063; 2HTTWAHT4VC029178, 42877-08956.

     Each of the above units are complete as equipped including, but not limited
     to, all attachments, accessories & replacements relating thereto.

(b)  The cost of the Property is $1,330,800.00;
                                                  Please Initial Here: /s/ KDN
                                                                           ---

(c)  This Schedule shall commence on January 1, 1997 and shall continue for 60 
     months thereafter.
 
(d)  Lessee shall owe 60 basic monthly rental payments in arrears each in the
     amount of $20,557.13 (plus applicable sales/use taxes). The first such
     payment shall be due on February 1, 1997 and shall continue on the same day
     of each month thereafter until the end of the term of this Schedule. In
     addition, Lessee shall pay daily pro rata rental in the amount of $685.24
     per day (plus applicable sales/use taxes) from the date on which Lessee
     executes the Delivery and Acceptance Certificate for the Property through 
     December 31, 1996. Such daily pro rata rental shall be due and payable at 
     signing of the Certificate.

(e)  The Property will be installed or stored at the following address: 1501 
     Highway 168, Moapa, Nevada 89025, COUNTY: Clark;

(f)  The record owner of the premises at which the Property will be installed or
     stored is: ;

1.   LATE CHARGE. If any installment of Rent shall not be received by Lessor or
Lessor's Assignee within ten (10) days after such amount is due, Lessee shall
pay to Lessor a late charge equal to five percent (5.0%) of such overdue amount.

2.   TRAC OBLIGATION. a.  In addition to the rental payments specifies above, 
Lessor is also entitled to recover a residual value equal to thirty percent 
(30%) of the cost of the Property as set forth herein (the "Residual Value") 
plus a Lease Termination Fee of $500.00.

     b.  At the end of the Term hereof, Lessee may purchase the Property for the
Residual Value. Lessee shall give written notice ninety (90) days prior to Lease
expiration of Lessee's intent to purchase the Property. Should Lessee elect not
to purchase the Property, Lessor shall dispose of any or all of the Property by
selling such Property for the highest cash offer then reasonably available, or
by re-leasing such Property on terms and conditions acceptable to Lessor. The
proceeds of any sale of the property shall be deemed to be the "Market Value" of
the Property. If the disposition is by re-lease, the Market Value of the
Property shall be the present value of the rental stream of the re-lease
discounted at a rate acceptable to the Lessee and Lessor.The Market Value shall
then be reduced by a Lease Termination Fee of $500.00 plus all expenses incurred
by Lessor in


<PAGE>
 
                                                                               2

connection with the recovery and disposition of the Property.  The remaining 
balance shall be referred to as the "Residual Credit."  If the Residual Credit 
exceeds the Residual Value, Lessor shall promptly pay the amount of such excess 
to Lessee as adjusted rent.  If the Residual Credit is less than the Residual 
Value, Lessee shall promptly pay the amount of such deficiency to Lessor as 
adjusted rent.  However, in no event shall Lessee's obligation be greater than 
9.0% of the total cost of the Property.

     c.  Upon receipt of payment from Lessee of the Residual Value together with
any and all applicable sales or other taxes due in connection therewith, and any
and all remaining sums or other amounts payable under this Schedule, Lessor 
shall transfer all its right, title and interest in and to the Property to 
Lessee.  The Property shall be transferred "As Is" and "Where Is" without any 
express or implied representations or warranties.

     d.  Should Lessee fail to comply with the foregoing, then Lessor, at its 
sole option, shall have the right to: a) demand immediate return of the 
Property, or, b) extend the Term for an additional six (6) months (the "Extended
Term").  Should Lessor elect to extend the Term, Lessee shall be irrevocably 
obligated to remit basic monthly rent for the period beginning on the day 
immediately succeeding the last day of the original Term (the "Holdover Date") 
and ending at the end of the sixth (6) month thereafter, a payment of such rent 
being due on the Holdover Date and on the same day of each consecutive month 
thereafter.  Each payment of such rent shall be in the amount of the basic 
monthly rent for the last month of the Term in accordance with the provisions of
this Schedule.  All Lessee's other obligations under the Lease shall remain in 
full force and effect for so long as Lessee shall continue to possess the 
Property.  Any and all rental payments pursuant to this Paragraph shall be 
deemed for all intents and purposes to be payments for possession and use of the
Property after the expiration of the Term, and shall not be credited to any 
other obligation of Lessee to Lessor.  Lessor's invoicing and/or accepting any 
such payment shall not give rise to any right, title or interest of Lessee 
other than to possession and use of the Property during the period to which such
rent applies in accordance with this Paragraph.  The aforesaid right to charge 
Lessee rent for possession and use of the Property is not in limitation or 
derogation of any of Lessor's rights pursuant to the Lease.

3.  DEPRECIATION.  Lessor will be entitled to modified accelerated cost recovery
depreciation based on 100% of Property Cost using the 200% declining balance 
method, switching to straight line, for 5 year Property, and zero salvage value.

    IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this Schedule
to be duly executed as of the day and year first above written.

                                Ready-Mix, Inc.



                              By: /s/Kenneth D. Nelson
                                 -----------------------------------------
                                  Kenneth D. Nelson
                                  Vice President

                              U.S. BANCORP LEASING & FINANCIAL

                              By:
                                 -----------------------------------------
                                  An Authorized Officer Thereof


                           Address for All Notices:
                       U.S. BANCORP LEASING & FINANCIAL
                         825 N.E. Multnomah, Suite 800
                            Portland, Oregon 97232


    Machine Tool Finance Group                  General Equipment Group
    (800) 225-8029    (503) 7970-0222        (800) 253-3468    (503) 797-0200






<PAGE>
 
                                                          [LOGO OF U.S. BANCORP 
                                                          APPEARS HERE]

TRAC ADDENDUM TO
LEASE AGREEMENT
(USAGE/OWNERSHIP)

                                                       Schedule Number 11389.001

        Addendum to the Master Lease Agreement ("Lease") dated as of December 
17, 1996 and Schedule Number 11389.001 dated December 18, 1996 between U.S. 
Bancorp Leasing & Financial ("Lessor"), and Ready-Mix, Inc. ("Lessee"). 
Capitalized terms used but not defined herein are used with the same meaning as 
set forth in the Lease.

        Lessee certifies, under penalty of perjury, that it intends that more
than 50% of the use of the Property will be in the trade or business of the 
Lessee.

        Lessee hereby acknowledges and agrees that Lessee has been advised that 
Lessee will not be treated as the owner of the Property for Federal income tax 
purposes.

Dated: December 18, 1996

                                       (LESSEE)
                                       Ready-Mix, Inc.

                                       By /s/ Kenneth D. Nelson
                                         -----------------------------
                                              Kenneth D. Nelson
                                              Vice President





                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                              Portland, OR 97232


<PAGE>

 
DELIVERY AND ACCEPTANCE CERTIFICATE                   [LOGO OF U.S. BANCORP 
AND LEASE AMENDMENT                                   APPEARS HERE]



                                                       Schedule Number 11389.001
                                                                       ---------

         This Certificate is delivered to and for the benefit of Lessor and 
pertains to the following personal property (the "Property") which is the 
subject of Schedule Number 11389.001, dated as of December 17, 1996, to Master 
Lease Agreement, dated as of December 17, 1996, between U.S. BANCORP LEASING & 
FINANCIAL as Lessor and Ready-Mix, Inc. as Lessee (the "Lease"):

         Twelve (12) new International trucks, model F5070, mounted with 11
         cubic yard Bridgemaster III mixers. The serial number and mixer number
         for each vehicle follows: 2HTTWAHTOVC029176,43133-09079;
         2HTTWAHT6VC029196, 43132-09078; 2HTTWAHT9VC02118, 43147-09086;
         2HTTWAHT3VCO29169, 43145-09084; 2HTTWAHT1VC029171, 43168-09098;
         2HTTWAHTXVCO29170, 43178-09101; 2HTTWAHT9VC029175, 43165-09095;
         2HTTWAHT1VC029185, 42938-08979; 2HTTWAHT3VC029172, 42873-08955;
         2HTTWAHT2VC029177, 42940-08981; 2HTTWAHT6VC029179, 43101-09063;
         2HTTWAHT4VC029178, 42877-08956.

         Each of the above units are complete as equipped including, but not
         limited to, all attachments, accessories & replacements relating
         thereto.

         To the extent that the above description has been altered by us or 
differs from the Property description set forth in the Lease (including, but not
limited to, changes to model or serial numbers), we certify that such 
alterations or differences are accurate and we acknowledge that, based upon this
certification: 1) the Lease is hereby amended to reflect the above Property 
description; and 2) Lessor is hereby authorized to execute on our behalf and to 
file amendment(s) to any Financing Statements filed under the Uniform Commerical
Code in connection with the Lease, provided that all such amendments are 
consistent with the above Property description.

         WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been 
delivered to us; b) any necessary installation of the Property has been fully 
and satisfactorily performed; c) after full inspection thereof, we have accepted
the Property for all purposes as of the date hereof; d) Lessor has fully and
satisfactorily satisfied all its obligations under the Lease; e) any and all
conditions to the effectiveness of the Lease or to our obligations thereunder
have been satisfied; f) we have no defenses, set-offs or counterclaims to any
such obligations; g) the Lease is in full force and effect; and, h) no Event of
Default has occurred under the Lease.

         WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or 
in the future to reject the Property or to revoke our acceptance thereof has 
terminated as of the date of hereof; b) we hereby waive any such right by the 
execution hereof; c) the date of this Certificate is the earliest date upon 
which the certifications, acknowledgments, representations and warranties made 
herein could be correctly and properly made.  We hereby acknowledge that Lessor 
is relying on this Certificate as a condition to making payment for the 
Property.

         IN WITNESS WHEREOF, we have executed this Certificate as of the 23rd 
day of December, 1996.

                                                Ready-Mix, Inc.
                                                ---------------
Upon satisfactory installation and
delivery please sign, date and return to:

U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800                   By: /s/ Kenneth D. Nelson
Portland, Oregon 97232                             -----------------------------
                                                   Kenneth D. Nelson
                                                   Vice President

                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                            Portland, Oregon 97232
<PAGE>
 
                                             [LOGO OF U.S. BANCORP APPEARS HERE]
INSURANCE AUTHORIZATION                 


                                                  Note/Schedule Number 11389.001
                                                                       ---------

To:            __________________[Agent Name]
               __________________[Street Address]
               __________________[City, State, Zip]
               __________________[Agent Phone]




From:          Ready-Mix, Inc.

               1501 Highway 168

               Moapa, Nevada 89025


In connection with one or more financing arrangements (the "Transactions") 
between ourselves and U. S. BANCORP LEASING & FINANCIAL (USBLF), you are hereby 
authorized to issue a certificate of insurance naming U.S. BANCORP LEASING & 
FINANCIAL OR ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its 
interest may appear.

Property Cost: $1,330,800.00:

With respect to physical damage coverage, please describe USBLF's interest as 
follows:

               "Certificate Holder is an Additional Insured and Loss Payee with 
               regard to all equipment financed or leased by Policy Holder 
               through or from Certificate Holder."

The required coverage is to be as provided in the Transaction, including, 
without limitation, fire, extended coverage, vandalism, theft and general 
liability.

We understand that if such certificate is not provided, U.S. BANCORP 
LEASING FINANCIAL has the right under the Transactions to purchase such 
insurance at our expense.



                                                 Ready-Mix, Inc.
                                                 ---------------

                                                 By: /s/ Kenneth D. Nelson
                                                    ----------------------
                                                    Kenneth D. Nelson  
                                                    Vice President




                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                              Portland, OR 97232
<PAGE>
 
<TABLE> 
<CAPTION> 
 
                               MUST BE SIGNED BY DEBTOR-1
                     UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                    FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the Uniform 
  Commercial Code. This Statement remains effective for a period of five years from 
  the date of filing, subject to extensions for additional periods of five years by 
                  refiling or filing a continuation statement (UCC-3)

---------------------------------------------------------------------------------------------      
<S>                                                 <C>                                      <C>       
XA. Debtor(s):                                      2a. Secured party(ies)                      
(if individual(s) last name first)                                                              
                                                     U.S. Bancorp Leasing & Financial           
                                                                                                
Ready-Mix, Inc.                                     Tax I.D. #930594454                         
                                                                                                
Tax I.D.86-0830443                                                                              
        ----------                                                                              
                                                    2B. Address of Secured Party from which     
XB. Mailing address(es)                                  Security Information is obtainable     
                                                                                                
3430 E. Flamingo, Suite 100                          825 N.E. Multnomah Street, Suite 800       
Las Vegas, Nevada 89121                              Portland, Oregon 97232-2151                
                                                                                                
                                                      Phone # 503 797-0200                     Reserved for Filing Officer Use Only
------------------------------------------------------------------------------------------------------------------------------------
X. This financing statement covers the following types (or items) of collateral              No. of additional sheets attached____.

Twelve (12) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer 
number for each vehicle follows: 
2HTTWAHT0VC029176, 43133-09079; 2HTTWAHT6VC029196, 43132-09078; 2HTTWAHT9VC027118, 43147-09086; 2HTTWAHT3VCO29169, 43145-09084;
2HTTWAHT1VC029171, 43168-09098; 2HTTWAHTXVCO29170, 43178-09101; 2HTTWAHT9VC029175, 43165-09095; 2HTTWAHT1VC029185, 42938-08979;
2HTTWAHT3VC029172, 42873-08955; 2HTTWAHT2VC029177, 42940-08981; 2HTTWAHT6VC029179, 43101-09063; 2HTTWAHT4VC029178, 42877-08956.

Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements 
relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED 
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


                                                                                             -------------------------------------- 
                                                                                             4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark)
                                                                                             First State Bank of Taos
                                                                                             dba First Capital Group

                                                                                             4b. Address of Assignee:

                                                                                             111 Lomas N.W., Suite 502
                                                                                             Albuquerque, NM 87102
                                                                                             Attn: Susan Yulo
------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in 
collateral. (Check [X] if so)
   [_] already subject to a security interest in another jurisdiction when it was brought 
       into this state.
   [_] which is proceeds of the original collateral described above in which a security 
       interest was perfected:

------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.

------------------------------------------------------------------------------------------------------------------------------------
   Filed with :  Secretary of State - NV

------------------------------------------------------------------------------------------------------------------------------------

Ready-Mix, Inc.                                                      U.S. BANCORP LEASING & FINANCIAL
-----------------------------------------------------------          ---------------------------------------------------------------

by: /s/ Kenneth D. Nelson, Vice President                            by:
    -------------------------------------------------------             ------------------------------------------------------------
           Kenneth D. Nelson, Vice President                                   Documentation Specialist
         Signature(s) of Debtors                                                  Signature(s) of Secured Party(ies)


                                                    STANDARD FORM - FORM UCC-1
------------------------------------------------------------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.001
</TABLE> 



<PAGE>
 
 
                               MUST BE SIGNED BY DEBTOR-1
                     UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                    FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the
  Uniform Commercial Code. This Statement remains effective for a period of five
  years from the date of filing, subject to extensions for additional periods of
  five years by refiling or filing a continuation statement (UCC-3)

<TABLE> 
<CAPTION> 
---------------------------------------------------------------------------------------------      
<S>                                                 <C>                                      <C>       
1A. Debtor(s):                                      2A. Secured party(ies)                      
(if individual(s) last name first)                                                              
                                                     U.S. Bancorp Leasing & Financial           
                                                                                                
Ready-Mix, Inc.                                     Tax I.D. #930594454                         
                                                                                                
Tax I.D.86-0830443                                                                              
        ----------                                                                              
                                                    2B. Address of Secured Party form which     
1B. Mailing address(es)                                  Security Information is obtainable     
                                                                                                
3430 E. Flamingo, Suite 100                          825 N.E. Multnomah Street, Suite 800       
Las Vegas, Nevada 89121                              Portland, Oregon 97232-2151                
                                                                                                
                                                      Phone # 503 797-0200                     Reserved for Filing Officer Use Only
------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 
3. This financing statement covers the following types (or items) of collateral
No. of additional sheets attached____.

   Twelve (12) new International trucks, model F5070, mounted with 11 cubic yard
   Bridgemaster III mixers. The serial number and mixer number for each vehicle
   follows: 2HTTWAHTOVC027010, 42868-08952; 2HTTWAHT0VC029176, 43133-09079;
   2HTTWAHT6VC029196, 43132-09078; 2HTTWAHT9VC027118, 43147-09086;
   2HTTWAHT3VCO29169, 43145-09084; 2HTTWAHT1VC029171, 43168-09098;
   2HTTWAHTXVCO29170, 43178-09101; 2HTTWAHT9VC029175, 43165-09095;
   2HTTWAHT1VC029185, 42938-08979; 2HTTWAHT3VC029172, 42873-08955;
   2HTTWAHT2VC029177, 42940-08981; 2HTTWAHT6VC029179, 43101-09063;
   2HTTWAHT4VC029178, 42877-08956.

   Each of the above units are complete as equipped including, but not limited
   to, all attachments, accessories & replacements relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

<TABLE> 
                                                                                             -------------------------------------- 
<S>                                                                                          <C> 
                                                                                             4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
                                                                                             First State Bank of Taos
                                                                                             DBA First Capital Group

                                                                                             4b. Address of Assignee:

                                                                                             111 Lomas N.W., Suite 502
                                                                                             Albuquerque, NM 87102
                                                                                             Attn: Susan Yulo
------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

This statement is filed without the Debtor's signature to perfect a security
interest in collateral. (Check [X] if so)
   [_] already subject to a security interest in another jurisdiction when it
       was brought into this state.
   [_] which is proceeds of the original collateral described above in which a
       security interest was perfected:
--------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. 
                      [_] Products of collateral are also covered.
--------------------------------------------------------------------------------
   Filed with :  Secretary of State - NV
--------------------------------------------------------------------------------
Ready-Mix, Inc.                                                      
-----------------------------------------------------------          
                                                                     
by: /s/ Kenneth D. Nelson, Vice President                            
    -------------------------------------------------------          
           Kenneth D. Nelson, Vice President                         
         Signature(s) of Debtors                                     


U.S. BANCORP LEASING & FINANCIAL               

----------------------------------------------------------------------
by:
   -------------------------------------------------------------------
         Documentation Specialist             
            Signature(s) of Secured Party(ies) 


                          STANDARD FORM - FORM UCC-1
--------------------------------------------------------------------------------



          
RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.001
<PAGE>

<TABLE> 
<CAPTION> 
 
                               MUST BE SIGNED BY DEBTOR-1
                     UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                    FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the Uniform 
  Commercial Code. This statement remains effective for a period of five years from 
  the date of filing, subject to extensions for additional periods of five years by 
                  refiling or filing a continuation statement (UCC-3)

---------------------------------------------------------------------------------------------      
<S>                                                 <C>                                      <C>       
XA. Debtor(s):                                      2a. Secured party(ies)                      
(if individual(s) last name first)                                                              
                                                     U.S. Bancorp Leasing & Financial           
                                                                                                
Ready-Mix, Inc.                                     Tax I.D. #930594454                         
                                                                                                
Tax I.D.86-0830443                                                                              
        ----------                                                                              
                                                    2B. Address of Secured Party from which     
XB. Mailing address(es)                                  Security Information is obtainable     
                                                                                                
3430 E. Flamingo, Suite 100                          825 N.E. Multnomah Street, Suite 800       
Las Vegas, Nevada 89121                              Portland, Oregon 97232-2151                
                                                                                                
                                                      Phone # 503 797-0200                     Reserved for Filing Officer Use Only
------------------------------------------------------------------------------------------------------------------------------------
X. This financing statement covers the following types (or items) of collateral              No. of additional sheets attached____.

Twelve (12) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer 
number for each vehicle follows:  
2HTTWAHT0VC029176, 43133-09079; 2HTTWAHT6VC029196, 43132-09078; 2HTTWAHT9VC027118, 43147-09086; 2HTTWAHT3VCO29169, 43145-09084;
2HTTWAHT1VC029171, 43168-09098; 2HTTWAHTXVCO29170, 43178-09101; 2HTTWAHT9VC029175, 43165-09095; 2HTTWAHT1VC029185, 42938-08979;
2HTTWAHT3VC029172, 42873-08955; 2HTTWAHT2VC029177, 42940-08981; 2HTTWAHT6VC029179, 43101-09063; 2HTTWAHT4VC029178, 42877-08956.

Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements 
relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED 
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


                                                                                             -------------------------------------- 
                                                                                             4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 
                                                                                             First State Bank of Taos
                                                                                             DBA First Capital Group

                                                                                             4b. Address of Assignee:

                                                                                             111 Lomas N.W., Suite 502
                                                                                             Albuquerque, NM 87102
                                                                                             Attn: Susan Yulo
------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in 
collateral. (Check [X] if so)
   [_] already subject to a security interest in another jurisdiction when it was brought 
       into this state.
   [_] which is proceeds of the original collateral described above in which a security 
       interest was perfected:

------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.

------------------------------------------------------------------------------------------------------------------------------------
   Filed with :  Secretary of State - NV

------------------------------------------------------------------------------------------------------------------------------------

Ready-Mix, Inc.                                                      U.S. BANCORP LEASING & FINANCIAL
-----------------------------------------------------------          ---------------------------------------------------------------

by: /s/ Kenneth D. Nelson, Vice President                            by:
    -------------------------------------------------------             ------------------------------------------------------------
           Kenneth D. Nelson, Vice President                                   Documentation Specialist
         Signature(s) of Debtors                                                  Signature(s) of Secured Party(ies)


                                                    STANDARD FORM - FORM UCC-1
------------------------------------------------------------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.001
</TABLE> 


<PAGE>
 
SCHEDULE TO MASTER LEASE AGREEMENT
                                             [LOGO OF U.S. BANCORP APPEARS HERE]



                            Schedule Number 11389.002
                                            ---------



     THIS SCHEDULE made as of December 17, 1996, by and between U.S.BANCORP 
LEASING & FINANCIAL ("Lessor"), having its principal place of business at 825 
N.E. Multnomah, Suite 800, Portland, Oregon 97232, and Ready-Mix, Inc. 
("Lessee"), having its principal place of business located at 3430 E. Flamingo, 
Suite 100, Las Vegas, Nevada 89121, to the Master Lease Agreement dated as of 
December 17, 1996 between the Lessee and the Lessor (the "Lease").  Capitalized 
terms used but not defined herein are used with the respective meanings 
specified in the Lease.

            LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:

(a)  The following specified equipment (the "Property") is hereby made and
     constituted Property for all purposes pursuant to the Lease:

     Ten (10) new International trucks, model F5070, mounted with 11 cubic yard
     Bridgemaster III mixers. The serial number and mixer number for each
     vehicle follows: 2HTTWAHTOVCO27010, 42868-08952; 2HTTWAHT0VC027007, 42854-
     08946; 2HTTWAHT7VC027120, 43042-09033; 2HTTWAHT7VCO27117, 42928-08975;
     2HTTWAHT2VC027123, 42919-08971; 2HTTWAHT5VCO17208, 43026-09024;
     2HTTWAHT0VC027122, 42920-08972; 2HTTWAHT2VCO29180, 43078-09049;
     2HTTWAHT9VC027121, 43077-09048; 2HTTWAHT4VC027012, 42872-08954.

Each of the above units are complete as equipped including, but not limited to, 
all attachments, accessories & replacements relating thereto.

(b)  The cost of the Property is $1,109,000.00;

                                                   Please Initial Here: ?
                                                                       ---

(c)  This Schedule shall commence on January 1, 1997 and shall continue for 60 
     months thereafter.

(d)  Lessee shall owe 60 basic monthly rental payments in arrears each in the
     amount of $17,130.94 (plus applicable sales/use taxes). The first such
     payment shall be due on February 1, 1997 and shall continue on the same day
     of each month thereafter until the end of the term of this Schedule. In
     addition, Lessee shall pay daily pro rata rental in the amount of $571.03
     per day (plus applicable sales/use taxes) from the date on which Lessee
     executes a Delivery and Acceptance Certificate for the Property through
     December 31, 1996. Such daily pro rata rental shall be due and payable at
     signing of the Certificate.

(e)  The Property will be installed or stored at the following address: 1501 
     Highway 168, Moapa, Nevada 89025, COUNTY: Clark;

(f)  The record owner of the premises at which the Property will be installed or
     stored is: ; 

1.   LATE CHARGE. If any installment of Rent shall not be received by Lessor or 
Lessor's Assignee within ten (10) days after such amount is due, Lessee shall 
pay to Lessor a late charge equal to five percent (5.0%) of such overdue amount.

2.   TRAC OBLIGATION. a.   In addition to the rental payments specified above, 
Lessor is also entitled to recover a residual value equal to thirty percent 
(30%) of the cost of the Property as set forth herein (the "Residual Value") 
plus a Lease Termination Fee of $500.00.

     b.   At the end of the Term hereof, Lessee may purchase the Property for 
the Residual Value. Lessee shall give written notice ninety (90) days prior to 
Lease expiration of Lessee's intent to purchase the Property. Should Lessee 
elect not to purchase the Property, Lessor shall dispose of any or all of the 
Property by selling such Property for the highest cash offer then reasonably 
available, or by re-leasing such Property on terms and conditions acceptable to 
Lessor. The proceeds of any sale of the Property shall be deemed to be the 
"Market Value" of the Property. If the disposition is by re-lease, the Market 
Value of the Property shall be the present value of the rental stream of the 
re-lease discounted at a rate acceptable to Lessee and Lessor. The Market Value 
shall then be reduced by a Lease Termination Fee of $500.00 plus all expenses 
incurred by Lessor in connection with the recovery and disposition of the 
Property. The remaining balance shall be referred to as the "Residual Credit." 
If the Residual Credit exceeds the Residual Value, Lessor shall promptly pay the
amount of such excess to Lessee as adjusted rent. If the Residual Credit is less
than the Residual Value, Lessee shall promptly pay the amount of such deficiency
to Lessor
<PAGE>

                                                                               2
 
as adjusted rent. However, in no event shall Lessee's obligation be greater than
9.0% of the total cost of the Property.

     c.  Upon receipt of payment from Lessee of the Residual Value together with
any and applicable sales or other taxes due in connection therewith, and any and
all remaining sums or other amounts payable under this Schedule, Lessor shall 
transfer all its right, title and interest in and to the Property to Lessee. 
The Property shall be transferred "As Is" and "Where Is" without any express or 
implied representations or warranties.

     d.  Should Lessee fail to comply with the foregoing, then Lessor, at its 
sole option, shall have the right to: a) demand immediate return of the 
Property; or, b) extend the Term for an additional six (6) months (the "Extended
Term"). Should Lessor elect to extend the Term, Lessee shall be irrevocably 
obligated to remit basic monthly rent for the period beginning on the day 
immediately succeeding the last day of the original Term (the "Holdover Date") 
and ending at the end of the sixth (6) month thereafter, a payment of such rent 
being due on the Holdover Date and on the same day of each consecutive month 
thereafter. Each payment of such rent shall be in the amount of the basic 
monthly rent for the last month of the Term in accordance with the provisions of
this Schedule. All Lessee's other obligations under the Lease shall remain in 
full force and effect for so long as Lessee shall continue to possess the 
Property. Any and all rental payments pursuant to this Paragraph shall be deemed
for all intents and purposes to be payments for possession and use of the 
Property after the expiration of the Term, and shall not be credited to any 
other obligation of Lessee to Lessor. Lessor's invoicing and/or accepting any 
such payment shall not give rise to any right, title or interest of Lessee other
than to possession and use of the Property during the period to which such rent 
applies in accordance with this Paragraph. The aforesaid right to charge Lessee 
rent for possession and use of the Property is not in limitation or derogation 
of any Lessor's rights pursuant to the Lease.

3.   DEPRECIATION. Lessor will be entitled to modified accelerated cost recovery
depreciation based on 100% of Property Cost using the 200% declining balance 
method, switching to straight line, for 5 year Property, and zero salvage value.

     IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this 
Schedule to be duly executed as of the day and year first above written.

                      
                                    Ready-Mix, Inc.

                                    By: /s/ Kenneth D. Nelson
                                        ---------------------------
                                        Kenneth D. Nelson
                                        Vice President


                                    U.S. BANCORP LEASING & FINANCIAL

                        
                                    By:
                                       -----------------------------
                                       An Authorized Officer Thereof



                           Address for All Notices:
                       U.S. BANCORP LEASING & FINANCIAL
                         825 N.E. Multnomah, Suite 800
                            Portland, Oregon 97232


   Machine Tool Finance Group                      General Equipment Group
(800) 225-8029   (503) 797-02222                (800) 253-3468  (503) 797-0200
<PAGE>
 
TRAC ADDENDUM TO                           [LOGO OF U.S. BANCORP APPEARS HERE]
LEASE AGREEMENT
(USAGE/OWNERSHIP)

                                                       Schedule Number 11389.002



     Addendum to the Master Lease Agreement ("Lease") dated as of December 17, 
1996 and Schedule Number 11389.002 dated December 17, 1996 between U.S. Bancorp 
Leasing & Financial ("Lessor"), and Ready-Mix, Inc. ("Lessee"). Capitalized 
terms used but not defined herein are used with the same meaning as set forth in
the Lease.

     Lessee certifies, under penalty of perjury, that it intends that more than 
50% of the use of the Property will be in the trade or business of the Lessee.

     Lessee hereby acknowledges and agrees that Lessee has been advised that 
Lessee will not be treated as the owner of the Property for Federal income tax 
purposes.

Dated: December 17, 1996

                                             (LESSEE)
                                             Ready-Mix, Inc.

            
                                             By: /s/ Kenneth D. Nelson
                                                ----------------------
                                                     Kenneth D. Nelson
                                                     Vice President




                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                              Portland, OR  97232

<PAGE>
 
                                             [LOGO OF U.S. BANCORP APPEARS HERE]

DELIVERY AND ACCEPTANCE CERTIFICATE
AND LEASE AGREEMENT

                                                       Schedule Number 11389.002
                                                                       ---------

        This Certificate is delivered to and for the benefit of Lessor and 
pertains to the following personal property (the "Property") which is the 
subject of Schedule Number 11389.002, dated as of December 17, 1996, to Master 
                           ---------              -----------------
Lease Agreement, dated as of December 17, 1996, between U.S. BANCORP LEASING & 
                             -----------------
FINANCIAL as Lessor and Ready-Mix, Inc. as Lessee (the "Lease"):
                        ---------------

        Ten(10) new International trucks, model F5070, mounted with 11 cubic
        yard Bridgemaster III mixers. The serial number and mixer number for
        each vehicle follows: 2HTTWAHTOVC027010, 42868-08952;
        2HTTWAHT0VC027007, 42854-08946; 2HTTWAHT7VC027120, 43042-09033;
        2HTTWAHT7VCO27117, 42928-08975; 2HTTWAHT2VC027123,42919-08971;
        2HTTWAHT5VCO17208,43026-09024; 2HTTWAHT0VC027122,42920-08972;
        2HTTWAHT2VC029180,43078-09049; 2HTTWAHT9VC027121,43077-09048;
        2HTTWAHT4VC027012,42872-08954.

        Each of the above units are complete as equipped including, but not
        limited to, all attachments, accessories & replacements relating
        thereto.

        To the extent that the above description has been altered by us or 
differs from the Property description set forth in the Lease (including, but 
not limited to, changes to model or serial numbers), we certify that such 
alterations or differences are accurate and we acknowledge that, based upon this
certification: 1) the Lease is hereby amended to reflect the above Property 
description; and 2) Lessor is hereby authorized to execute on our behalf and to 
file amendments(s) to any Financing Statements filed under the Uniform 
Commercial Code in connection with the Lease, provided that all such amendments 
are consistent with the above Property description.

        WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been 
delivered to us; b) any necessary installation of the Property has been fully 
and satisfactorily performed; c) after full inspection thereof, we have accepted
the Property for all purposes as of the date hereof; d) Lessor has fully and 
satisfactorily satisfied all its obligations under the Lease; e) any and all 
conditions to the effectiveness of the Lease or to our obligations thereunder 
have been satisfied; f) we have no defenses, set-offs or counterclaims to any 
such obligations; g) the Lease is in full force and effect; and, h) no Event of 
Default has occurred under the Lease.

        WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in
the future to reject the Property or to revoke our acceptance thereof has 
terminated as of the date of hereof; b) we hereby waive any such right by the 
execution hereof; c) the date of this Certificate is the earliest date upon 
which the certifications, acknowledgments, representations and warranties made 
herein could be correctly and properly made. We hereby acknowledge that Lessor 
is relying on this Certificate as a condition to making payment for the 
Property.

        IN WITNESS WHEREOF, we have executed this Certificate as of the 23rd day
of December, 1996.

                                       Ready-Mix, Inc.
                                       ---------------

Upon satisfactory installation and
delivery please sign, date and return to:

U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232                 By: /s/ Kenneth D. Nelson
                                          ----------------------------
                                          Kenneth D. Nelson
                                          Vice President


                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                            Portland, Oregon 97232 

<PAGE>
 
INSURANCE AUTHORIZATION                           [LOGO OF U.S. BANCORP
                                                  APPEARS HERE]


                                                  Note/Schedule Number 11389.002
                                                                       ---------


To:    ______________________[Agent Name]

       ______________________[Street Address]

       ______________________[City, State, Zip]

       ______________________[Agent Phone]




From:  Ready-Mix, Inc.

       1501 Highway 168

       Moapa, Nevada 89025


In connection with one or more financing arrangements (the "Transactions") 
between ourselves and U.S. BANCORP LEASING & FINANCIAL (USBLF), you are hereby 
authorized to issue a certified of insurance naming U.S. BANCORP LEASING & 
FINANCIAL OR ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its 
interest may appear.

Property Cost: $1,109,000.00:

With respect to physical damage coverage, please describe USBLF's interest as 
follows:


     "Certificate Holder is an Additional Insured and Loss Payee with regard to
      all equipment financed or leased by Policy Holder through or from
      Certificate Holder."

The required coverage is to be as provided in the Transaction, including, 
without limitation, fire, extended coverage, vandalism, theft and general 
liability.

We understand that if such certificate is not provided, U.S. BANCORP LEASING & 
FINANCIAL has right under the Transactions to purchase such insurance at our 
expense.



                                                 Ready-Mix, Inc.
                                                 ---------------


                                                 By: /s/ Kenneth D. Nelson
                                                    -----------------------
                                                    Kenneth D. Nelson
                                                    Vice President

                   [LETTERHEAD OF U.S. BANCORP APPEARS HERE]
<PAGE>

<TABLE> 
<CAPTION> 
 
                               MUST BE SIGNED BY DEBTOR-1
                     UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                    FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the Uniform 
  Commercial Code. This Statement remains effective for a period of five years from 
  the date of filing, subject to extensions for additional periods of five years by 
                  refiling or filing a continuation statement (UCC-3)

---------------------------------------------------------------------------------------------      
<S>                                                 <C>                                      <C>       
XA. Debtor(s):                                      2a. Secured party(ies)                      
(if individual(s) last name first)                                                              
                                                     U.S. Bancorp Leasing & Financial           
                                                                                                
Xeady-Mix, Inc.                                     Tax I.D. #930594454                         
                                                                                                
Xax I.D.86-0830443                                                                              
        ----------                                                                              
                                                    2B. Address of Secured Party from which     
XB. Mailing address(es)                                  Security Information is obtainable     
                                                                                                
X430 E. Flamingo, Suite 100                          825 N.E. Multnomah Street, Suite 800       
Las Vegas, Nevada 89121                              Portland, Oregon 97232-2151                
                                                                                                
                                                      Phone # 503 797-0200                     Reserved for Filing Officer Use Only
------------------------------------------------------------------------------------------------------------------------------------
X. This financing statement covers the following types (or items) of collateral              No. of additional sheets attached____.

Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer 
number for each vehicle follows: 2HTTWAHTOVC027010, 42868-08952; 2HTTWAHT0VC027007, 42854-08946; 2HTTWAHT7VC027120, 43042-09033; 
2HTTWAHT7VCO27117, 42928-08975; 2HTTWAHT2VC027123, 42919-08971; 2HTTWAHT5VCO17208, 43026-09024; 2HTTWAHT0VC027122, 42920-08972; 
2HTTWAHT2VC029180, 43078-09049; 2HTTWAHT9VC027121, 43077-09048; 2HTTWAHT4VC027012, 42872-08954.

Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements 
relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED 
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


                                                                                             -------------------------------------- 
                                                                                             4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
                                                                                             


                                                                                             4b. Address of Assignee:

                                                                                             
                                                                                                                
                                                                                             
------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in collateral. (Check [X] if so)
   [_] already subject to a security interest in another jurisdiction when it was brought into this state.
   [_] which is proceeds of the original collateral described above in which a security interest was perfected:

------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.

------------------------------------------------------------------------------------------------------------------------------------
   Filed with :  Secretary of State - NV

------------------------------------------------------------------------------------------------------------------------------------

Ready-Mix, Inc.                                                      U.S. BANCORP LEASING & FINANCIAL
-----------------------------------------------------------          ---------------------------------------------------------------

by: /s/ Kenneth D. Nelson                                            by:
    -------------------------------------------------------             ------------------------------------------------------------
           Kenneth D. Nelson, Vice President                                   Documentation Specialist
         Signature(s) of Debtors                                                  Signature(s) of Secured Party(ies)


                                                    STANDARD FORM - FORM UCC-1.
------------------------------------------------------------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.002
</TABLE> 

<PAGE>

<TABLE> 
<CAPTION> 
 
                               MUST BE SIGNED BY DEBTOR-1
                     UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                    FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the Uniform 
  Commercial Code. This statement remains effective for a period of five years from 
  the date of filing, subject to extensions for additional periods of five years by 
                  refiling or filing a continuation statement (UCC-3)

---------------------------------------------------------------------------------------------      
<S>                                                 <C>                                      <C>       
XA. Debtor(s):                                      2A. Secured party(ies)                      
(if individual(s) last name first)                                                              
                                                     U.S. Bancorp Leasing & Financial           
                                                                                                
Ready-Mix, Inc.                                     Tax I.D. #930594454                         
                                                                                                
Tax I.D.86-0830443                                                                              
        ----------                                                                              
                                                    2B. Address of Secured Party form which     
XB. Mailing address(es)                                  Security Information is obtainable     
                                                                                                
3430 E. Flamingo, Suite 100                          825 N.E. Multnomah Street, Suite 800       
Las Vegas, Nevada 89121                              Portland, Oregon 97232-2151                
                                                                                                
                                                      Phone # 503 797-0200                     Reserved for Filing Officer Use Only
------------------------------------------------------------------------------------------------------------------------------------
X. This financing statement covers the following types (or items) of collateral              No. of additional sheets attached____.

Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer 
number for each vehicle follows: 2HTTWAHTOVC027010, 42868-08952; 2HTTWAHT0VC027007, 42854-08946; 2HTTWAHT7VC027120, 43042-09033; 
2HTTWAHT7VCO27117, 42928-08975; 2HTTWAHT2VC027123, 42919-08971; 2HTTWAHT5VCO17208, 43026-09024; 2HTTWAHT0VC027122, 42920-08972; 
2HTTWAHT2VC029180, 43078-09049; 2HTTWAHT9VC027121, 43077-09048; 2HTTWAHT4VC027012, 42872-08954.

Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements 
relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED 
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


                                                                                             -------------------------------------- 
                                                                                             4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
                                                                                             


                                                                                             4b. Address of Assignee:

                                                                                             
                                                                                                                
                                                                                             
------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in 
collateral. (Check [X] if so)
   [_] already subject to a security interest in another jurisdiction when it was brought 
       into this state.
   [_] which is proceeds of the original collateral described above in which a security 
       interest was perfected:

------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.

------------------------------------------------------------------------------------------------------------------------------------
   Filed with :  Secretary of State - NV

------------------------------------------------------------------------------------------------------------------------------------

Ready-Mix, Inc.                                                      U.S. BANCORP LEASING & FINANCIAL
-----------------------------------------------------------          ---------------------------------------------------------------

by: /s/ Kenneth D. Nelson, Vice President                            by:
    -------------------------------------------------------             ------------------------------------------------------------
           Kenneth D. Nelson, Vice President                                   Documentation Specialist
         Signature(s) of Debtors                                                  Signature(s) of Secured Party(ies)


                                                    STANDARD FORM - FORM UCC-1
------------------------------------------------------------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.002
</TABLE> 
<PAGE>


                          MUST BE SIGNED BY DEBTOR-1
                  UNIFORM COMMERCIAL CODE-FINANCING STATEMENT
                                 FORM UCC-1(1)
   This Financing Statement is presented to filing officer pursuant to the 
                           Uniform Commercial Code.
 This statement remains effective for a period of five years from the date of 
    filing, subject to extensions for additional periods of five years by 
              refiling or filing a continuation statement (UCC-3)


<TABLE> 

<S>                                        <C>                                                 <C> 
-----------------------------------------------------------------------------------------
1.    Debtor(s):                           2a.  Secured party(ies)
      (if individual(s) last name first)
                                              U.S. Bancorp Leasing & Financial

Ready-Mix, Inc.                             Tax I.D. #930594454

Tax i.D.86-0830443
        ----------
                                           2B.   Address of Secured Party from which
b.    Mailing address(es)                           Security Information is obtainable

3430 E. Flamingo, Suite 100                 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121                     Portland, Oregon 97232-2151

                                             Phone #  503 797-0200                             Reserved For Filing Officer Use Only
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE> 
This financing statement covers the following types (or items) of collateral

Ten (10) new International trucks, model F5070, mounted with 11 cubic yard 
Bridgemaster III mixers.  The serial number and mixer number for each vehicle 
follows: HTTWAHTOVC027010, 42868-08952; 2HTTWAHT0VC027007, 42854-08946; 
2HTTWAHT7VC027120, 43042-09033; 2HTTWAHT7VCO27117, 42928-08975; 
HTTWAHT2VC027123, 42919-08971; 2HTTWAHT5VCO17208, 43026-09024; 
2HTTWAHT0VC027122, 42920-08972; 2HTTWAHT2VC029180, 43078-09049; 
HTTWAHT9VC027121, 43077-09048; 2HTTWAHT4VC027012, 42872-08954.

Each of the above units are complete as equipped including, but not limited to, 
all attachments, accessories & replacements relating thereto.


TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND 
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL 
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE 
RECOVERIES.

<TABLE> 
                                                                                       ------------------------------------------
<S>                                                                                    <C> 
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)                        4A.  Assignee of Secured Party if any:



                                                                                       4b.  Address of Assignee:

</TABLE> 

-----------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security 
interest in collateral.  (Check [x] if so)
  [_]  already subject to a security interest in another jurisdiction when it 
       was brought into this state.
  [_]  which is proceeds of the original collateral described above in which a 
       security interest was perfected:
-----------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [] Products 
of collateral are also covered.
-----------------------------------------------------------------------------
  Filed with:  Secretary of State - NV
-----------------------------------------------------------------------------

  Ready-Mix, Inc.                 U.S. BANCORP LEASING & FINANCIAL
----------------------------      -------------------------------------------

by: /s/ Kenneth D. Nelson         by:
   -------------------------         ----------------------------------------
     Kenneth D. Nelson,              Documentation Specialist
      Vice President                  Signature(s) of Secured Party(ies)
    Signature(s) of Debtors

                          STANDARD FORM - FORM UCC-1.
-----------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON  97232
RE: LEASE# 11389.002
<PAGE>
 



SCHEDULE TO MASTER LEASE AGREEMENT            [U.S. BANCORP LOGO APPEARS HERE]
                                                      
                                                      Schedule Number 11389.004
                                                                      ---------

     THIS SCHEDULE made as of December 17, 1996, by and between U.S. BANCORP
LEASING & FINANCIAL ("Lessor"), having its principal place of business at 825
N.E. Multnomah, Suite 800, Portland, Oregon 97232, and Ready-Mix, Inc.
("Lessee"), having its principal place of business located at 3430 E. Flamingo,
Suite 100, Las Vegas, Nevada 89121, to the Master Lease Agreement dated as of
December 17, 1996 between the Lessee and the Lessor (the "Lease"). Capitalized
terms used but not defined herein are used with the respective meanings
specifie in the Lease.

           LESS AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:

(a)  The following specified equipment (the "Property") is hereby made and
     constituted Property for all purposes pursuant to the Lease:

     Eight (8) new 1997 International trucks, model F5070, mounted with 11 cubic
     yard Bridgemaster III mixers. The serial number and mixer number for each
     vehicle follows: 2HTTWAHT7VC029174, 43047-09034; 2HTTWAHT8VC027143, 43067-
     09044 2HTTWAHT5VC029173, 43029-09027; 2HTTWAHT4VCO27009, 42869-08953;
     2HTTWAHT6VC027013, 42863-08950; 2HTTWAHT2VCO27140, 43058-09040;
     2HTTWAHT4VC027141, 43069-09046; 2HTTWAHT3VC017210, 43087-09055;

     Each of the above units are complete as equipped including, but not limited
     to, all attachments, accessories & replacements relating thereto.

(b)  The cost of the Property is $887,200.00;
                                                 Please Initial Here:KDN
                                                                     -----

(c)  This Schedule shall commence on January 1, 1997 and shall continue for 60
     months thereafter.

(d)  Lessee shall owe 60 basic monthly rental payments in arrears each in the
     amount of $13,704.76 (plus applicable sales/use taxes). The first such
     payment shall be due on February 1, 1997 and shall continue on the same day
     of each month thereafter until the end of the term of this Schedule. In
     addition, Lessee shall pay daily pro rata rental in the amount of $456.83
     per day (plus applicable sales/use taxes) from the date on which Lessee
     executes a Delivery and Acceptance Certificate for the Property through
     December 31, 1996. Such daily pro rata rental shall be due and payable at
     signing of the Certificate.

(e)  The Property will be installed or stored at the following address: 1501 
     Highway 168, Moapa, Nevada 89025, COUNTY: Clark;

(f)  The record owner of the premises at which the Property will be installed or
     stored is:   ;

1.   LATE CHARGE. If any installment of Rent shall not be received by Lessor or
Lessor's Assignee within ten (10) days after such amount is due, Lessee shall
pay to Lessor a late charge equal to five percent (5.0%) of such overdue amount.

2.   TRAC OBLIGATION. a. In addition to the rental payments specified above,
Lessor is also entitled to recover a residual value equal to thirty percent
(30%) of the cost of the Property as set forth herein (the "Residual Value")
plus a Lease Termination Fee $500.00.

     b.  At the end of the Term hereof, Lessee may purchase the Property for the
Residual Value.  Lessee shall give written notice ninety (90) days prior to 
Lease expiration of Lessee's intent to purchase the Property.  Should Lessee 
elect not to  purchase the Property, Lessor shall dispose of any or all of the 
Property by selling such Property for the highest cash offer then reasonably 
available, or by re-leasing such Property on terms and conditions acceptable to 
Lessor.  The proceeds of any sale of  the Property shall be deemed to be the 
"Market Value" of the Property.  If the disposition is by re-lease, the Market 
Value of the Property shall be the present  value of the rental stream of the 
re-lease discounted at a rate acceptable to Lessee and Lessor.  The Market Value
shall then be reduced by a Lease Termination Fee of $500.00 plus all expenses 
incurred by Lessor in  connection with the recovery and disposition of the 
Property.  The remaining balance shall be referred to as the "Residual Credit."
If the Residual Credit exceeds the Residual Value, Lessor shall promptly pay the
amount of such excess to Lessee as adjusted rent.  If the Residual Credit is 
less than the Residual Value, Lessee shall promptly pay the amount of such 
deficiency to Lessor

<PAGE>

                                                                               2
 
as adjusted rent.  However, in no event shall Lessee's obligation be greater 
than 9.0% of the total cost of the Property.

     c.  Upon receipt of payment from Lessee of the Residual Value together with
any and all applicable sales or other taxes due in connection therewith, and any
and all remaining sums or other amounts payable under this Schedule, Lessor 
shall transfer all its right, tile and interest in and to the Property to 
Lessee.  The Property shall be transferred "As Is" and "Where Is" without any 
express or implied representations or warranties.

     d.  Should Lessee fail to comply with the foregoing, then Lessor, at its
sole option, shall have the right to: a)demand immediate return of the Property;
or, b) extend the Term for an additional six (6) months (the "Extended Term").
Should Lessor elect to extend the Term, Lessee shall be irrevocably obligated to
remit basic monthly rent for the period beginning on the day immediately
succeeding the last day of the original Term (the "Holdover Date") and ending at
the end of the sixth (6) month thereafter, a payment of such rent being due on
the Holdover Date and on the same day of each consecutive month thereafter. Each
payment of such rent shall be in the amount of the basic monthly rent for the
last month of the Term in accordance with the provisions of this Schedule. All
Lessee's other obligations under the Lease shall remain in full force and effect
for so long as l:Lessee shall continue to possess the Property. Any and all
rental payments pursuant to this Paragraph shall be deemed for all intents and
purposes to be payments for possession and use of the Property after the
expiration of the Term, and shall not be credited to any other obligation of
Lessee to Lessor. Lessor's invoicing and/or accepting any such payment shall
not give rise to any right, title or interest of Lessee other than to possession
and use of the Property during the period to which such rent applies in
accordance with this Paragraph. The aforesaid right to charge Lessee rent for
possession and use of the Property is not in limitation or derogation of any of
Lessor's rights pursuant to the Lease.

3.   DEPRECIATION.  Lessor will be entitled to modified accelerated cost 
recovery depreciation based on 100% of Property Cost using the 200% declining 
balance method, switching to straight line, for 5 year Property, and zero 
salvage value.

     IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this 
Schedule to be duly executed as of the day and year first above written.

                                       Ready-Mix, Inc.

                                    By:/s/ Kenneth D. Nelson
                                       ------------------------------------
                                       Kenneth D. Nelson
                                       Vice President

                                     U.S. BANCORP LEASING & FINANCIAL


                                     By:
                                        -----------------------------------
                                       An Authorized Officer Thereof


                         Address for All Notices:
                    U.S. BANCORP LEASING & FINANCIAL                        
                      825 N.E. Multnomah, Suite 800
                         Portland, Oregon 97232

        Machine Tool Finance Group            General Equipment Group
        (800) 225-8029  (503) 797-0222      (800) 253-3468   (503) 797-0200

<PAGE>
 
TRAC ADDENDUM TO                             [LOGO OF U.S. BANCORP APPEARS HERE]
LEASE AGREEMENT
(USAGE/OWNERSHIP)


                                                       Schedule Number 11389.004


        Addendum to the Master Lease Agreement ("Lease") dated as of December 
17, 1996 and Schedule Number 11389.004 dated December 17, 1996 between U.S. 
Bancorp Leasing & Financial ("Lessor"), and Ready-Mix, Inc. ("Lessee").  
Capitalized terms used but not defined herein are used with the same meaning as 
set forth in the Lease.

        Lessee certifies, under penalty of perjury, that it intends that more 
than 50% of the use of the Property will be in the trade or business of the 
Lessee.

        Lessee hereby acknowledges and agrees that Lessee has been advised that 
Lessee will not be treated as the owner of the Property for Federal income tax 
purposes.

Dated:  December 17, 1996


                                        (LESSEE)
                                        Ready-Mix, Inc.



                                        By /s/ Kenneth D. Nelson
                                          ----------------------
                                            Kenneth D. Nelson
                                            Vice President


                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                              Portland, OR 97232
<PAGE>
 
DELIVERY AND ACCEPTANCE CERTIFICATE          [LOGO OF U.S. BANCORP APPEARS HERE]
AND LEASE AMENDMENT



                                                       Schedule Number 11389.004
                                                                       ---------



        This Certificate is delivered to and for the benefit of Lessor and 
pertains to the following personal property (the "Property") which is the 
subject of Schedule Number 11389.004, dated as of December 17, 1996, to Master 
                           ---------              -----------------
Lease Agreement, dated as of December 17, 1996, between U.S. BANCORP LEASING & 
                             -----------------
FINANCIAL as Lessor and Ready-Mix, Inc. as Lessee (the "Lease"):
                        ---------------

        Eight (8) new 1997 International trucks, model F5070, mounted with 11
        cubic yard Bridgemaster III mixers. The serial number and mixer number
        for each vehicle follows: 2HTTWAHT7VC029174, 43047-09034;
        2HTTWAHT8VC027143, 43067-09044 2HTTWAHT5VC029173, 43029-09027;
        2HTTWAHT4VCO27009, 42869-08953; 2HTTWAHT6VC027013, 42863-08950;
        2HTTWAHT2VCO27140, 43058-09040; 2HTTWAHT4VC027141, 43069-09046;
        2HTTWAHT3VC017210, 43087-09055;

        Each of the above units are complete as equipped including, but not
        limited to, all attachments, accessories & replacements relating
        thereto.

        To the extent that the above description has been altered by us or 
differs from the Property description set forth in the Lease (including, but not
limited to, changes to model or serial numbers), we certify that such 
alterations or differences are accurate and we acknowledge that, based upon this
certification: 1) the Lease is hereby amended to reflect the above Property 
description; and 2) Lessor is hereby authorized to execute on our behalf and to 
file amendment(s) to any Financing Statements filed under the Uniform Commercial
Code in connection with the Lease, provided that all such amendments are 
consistent with the above Property description.

        WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been 
delivered to us; b) any necessary installation of the Property has been fully 
and satisfactorily performed; c) after full inspection thereof, we have accepted
the Property for all purposes as of the date hereof; d) Lessor has fully and 
satisfactorily satisfied all its obligations under the Lease; e) any and all 
conditions of the effectiveness of the Lease or to our obligations thereunder 
have been satisfied; f) we have no defenses, set-offs or counterclaims to any 
such obligations; g) the Lease is in full force and effect; and, h) no Event of 
Default has occurred under the Lease.

        WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in
the future to reject the Property or to revoke our acceptance thereof has 
terminated as of the date of hereof; b) we hereby waive any such right by the 
execution hereof; c) the date of this Certificate is the earliest date upon 
which the certifications, acknowledgements, representations and warranties made 
herein could be correctly and properly made.  We hereby acknowledge that Lessor 
is relying on this Certificate as a conditions to making payment for the 
Property.

        IN WITNESS WHEREOF, we have executed this Certificate as of the 23rd day
of December, 1996.

                                                Ready-Mix, Inc.
                                                ---------------
Upon satisfactory installation and
delivery please sign, date and return to:

U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800                   By: /s/ Kenneth D. Nelson
Portland, Oregon 97232                             --------------------------
                                                   Kenneth D. Nelson
                                                   Vice President



                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                            Portland, Oregon 97232
<PAGE>
 
INSURANCE AUTHORIZATION                      [LOGO OF U.S. BANCORP APPEARS HERE]


                                             Note/Schedule Number 11389.004
                                                                  ---------


To:     _______________________[Agent Name]

        _______________________[Street Address]

        _______________________[City, State, Zip]

        _______________________[Agent Phone]


From:   Ready-Mix, Inc.
        1501 Highway 168
        Moapa, Nevada 89025

In connection with one or more financing arrangements (the "Transactions") 
between ourselves and U.S. BANCORP LEASING & FINANCIAL (USBLF), you are hereby 
authorized to issue a certificate of insurance naming U.S. BANCORP LEASING & 
FINANCIAL OR ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its 
interest may appear.

Property Cost:  $887,200.00:

With respect to physical damage coverage, please describe USBLF's interest as 
follows:

        "Certificate Holder is an Additional Insured and Loss Payee with regard
        to all equipment financed or leased by Policy Holder through or from
        Certificate Holder."

The required coverage is to be as provided in the Transaction, including, 
without limitation, fire, extended coverage, vandalism, theft and general 
liability.

We understand that if such certificate is not provided, U.S. BANCORP LEASING & 
FINANCIAL has the right under the Transactions to purchase such insurance at our
expense. 


                                             Ready-Mix, Inc.
                                             ---------------

                                             By: /s/ Kenneth D. Nelson
                                                ------------------------
                                                Kenneth D. Nelson
                                                Vice President


                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                              Portland, OR 97232
<PAGE>
 
            MUST BE SIGNED BY DEBTOR-1
    UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                  FORM UCC-1(1)
      This Financing Statement is presented to filing
      officer pursuant to the Uniform Commercial Code.
    This statement remains effective for a period of 
              five years from the date of filing, 
              subject to extensions for additional
              periods of five years by refiling or 
              filing a continuation statement (UCC-3)
---------------------------------------------------------
1a. Debtor(s):              2a. Secured party(ies)
    (if individual(s) last    
    name first)             U.S. Bancorp Leasing &
                            Financial

Ready-Mix, Inc.             Tax I.D. #930594454

Tax i.D.86-0830443
        ----------

1b. Mailing address(es)     2B. Address of Secured Party
                                 from which Security 
                                 Information is obtainable

3 430 E. Flamingo,           825 N.E. Multnomah Street
  Suite 100                   Suite 800
 Las Vegas, Nevada 89121     Portland, Oregon 97232-2151
                                                           Reserved For Filing
                              Phone # 503 797-0200         Officer Use Only
--------------------------------------------------------------------------------
 This financing statement covers the following           No. of additional
 types (or items) of collateral                          sheets attached _____.

Eight (8) new 1997 International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers.  The serial number and mixer number for each vehicle 
are as follows: 

2HTTWAHT7VC029174, 43047-09034; 2HTTWAHT8VC027143, 43067-09044 2HTTWAHT5VC02173,
43029-09027; 2HTTWAHT4VCO27009, 42869-08953; HTTWAHT6VCO27013, 42863-08950;
2HTTWAHT2VCO27140, 43058-09040; 2HTTWAHT4VC027141, 43069-09046;
2HTTWAHT3VC017210, 43087-09055;

Each of the above units are complete as equipped including, but not limited to, 
all attachments, accessories & replacements relating thereto.


TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND 
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL 
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


                                                        ------------------------
Located at 1501 Highway 168,                            4A. Assignee of Secured
Moapa, Nevada 89025 (Clark County)                       Party if any:

                                                        KeyCorp Leasing Ltd.

                                                        4b. Address of Assignee:

                                                        54 State Street
                                                        Albany, NY 12207
                                                        Attn:  Kathy Miller
--------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security 
interest in collateral.  (Check [x] if so)
    [_] already subject to a security interest in another jurisdiction when it 
        was brought into this state.
    [_] which is proceeds of the original collateral described above in which a 
        security interest was perfected.

--------------------------------------------------------------------------------
Check[x] if covered: [X] Proceeds of collateral  [_] Products of collateral are
                         are also covered.           also covered.

--------------------------------------------------------------------------------
  Filed with:  Secretary of State - NV

--------------------------------------------------------------------------------

Ready-Mix, Inc.                         U.S. BANCORP LEASING & FINANCIAL
------------------------------------    ----------------------------------------

by: /s/ Kenneth D. Nelson               by:
   ---------------------------------       -------------------------------------
        Kenneth D. Nelson,                    Documentation Specialist
        Vice President
     Signature(s) of Debtors                     Signature(s) of Secured 
                                                 Party(ies)

                          STANDARD FORM - FORM UCC-1.
--------------------------------------------------------------------------------


RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.004



<PAGE>
 
<TABLE> 
<CAPTION> 
                                   MUST BE SIGNED BY DEBTOR-1
                           UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                         FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the Uniform Commercial Code.
This statement remains effective for a period of five years from the date of filing, subject to extensions 
      for additional periods of five years by refiling or filing a continuation statement (UCC-3)
-----------------------------------------------------------------------------------------------------------
<S>                                                   <C>                                               <C> 
     Debtor(s):                                       2A. Secured party(ies)
     (if individual(s) last name first)
                                                       U.S. Bancorp Leasing & Financial

Ready-Mix, Inc.                                        Tax I.D. #930594454

    I.D.86-0830443
        ----------                                     2B. Address of Secured Party from which
                                                             Security Information is obtainable
    Mailing address(es)

 3430 E. Flamingo, Suite 100                           825 N.E. Multnomah Street, Suite 800
 Las Vegas, Nevada 89121                               Portland, Oregon 97232-2151
 
                                                         Phone # 503 797-0200                           Reserved For Filing Officer
                                                                                                                 Use Only
-----------------------------------------------------------------------------------------------------------------------------------
This financing statement covers the following types (or items) of collateral                            No. of additional sheets 
                                                                                                            attached ____.
</TABLE> 

Eight (8) new 1997 International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each vehicle 
follows: 2HTTWAHT7VC029174, 43047-09034; 2HTTWAHT8VC027,43067-09044
2HTTWAHT5VC029173, 43029-09027; 2HTTWAHT4VCO27009, 42869-08953;
2HTTWAHT6VC02713, 42863-08950; 2HTTWAHT2VCO27140, 43058-09040;
2HTTWAHT4VC027141, 43069-09046; 2HTTWAHT3VC017210, 43087-09055;

Each of the above units are complete as equipped including, but not limited to, 
all attachments, accessories & replacements relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND 
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL 
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

                                           4A. Assignee of Secured Party if any:
01 Highway 168, Moapa, Nevada 89025 
 (Clark County)                     |      KeyCorp Leasing Ltd.


                                           4b. Address of Assignee:

                                           54 State Street
                                           Albany, NY 12207
                                           Attn: Kathy Miller
--------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security 
interest in collateral. (Check [X] if so)
  [_] already subject to a security interest in another jurisdiction when it was
      brought into this state.
  [_] which is proceeds of the original collateral described above in which a 
      security interest was perfected:
--------------------------------------------------------------------------------
Check [X] if covered: [X] Proceeds of collateral are also covered. [_] Products 
of collateral are also covered.
--------------------------------------------------------------------------------
  Filed with: Secretary of State - NV
--------------------------------------------------------------------------------

Ready-Mix, Inc.                        U.S. BANCORP LEASING & FINANCIAL

------------------------------------   ----------------------------------------
by:/s/ Kenneth D. Nelson               by:
   ---------------------------------      -------------------------------------
   Kenneth D. Nelson, Vice President        Documentation Specialist
Signature(s) of Debtors                       Signature(s) of Secured Party(ies)

                          STANDARD FORM - FORM UCC-1.
--------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
 25 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.004

0860.595
<PAGE>
 
<TABLE> 
<CAPTION> 
                                   MUST BE SIGNED BY DEBTOR-1
                           UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                         FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the Uniform Commercial Code.
This statement remains effective for a period of five years from the date of filing, subject to extensions 
      for additional periods of five years by refiling or filing a continuation statement (UCC-3)
-----------------------------------------------------------------------------------------------------------
<S>                                                   <C>                                               <C> 
1.   Debtor(s):                                        2a. Secured party(ies)
     (if individual(s) last name first)
                                                        U.S. Bancorp Leasing & Financial

Ready-Mix, Inc.                                         Tax I.D. #930594454

Mix i.D.86-0830443
        ----------                                     2B. Address of Secured Party from which
                                                             Security Information is obtainable
    Mailing address(es)

3430 E. Flamingo, Suite 100                            825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121                                Portland, Oregon 97232-2151
 
                                                         Phone # 503 797-0200                           Reserved For Filing Officer
                                                                                                                 Use Only
-----------------------------------------------------------------------------------------------------------------------------------
This financing statement covers the following types (or items) of collateral                            No. of additional sheets 
                                                                                                            attached ____.
</TABLE> 

Eight (8) new 1997 International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each vehicle
follows: 2HTTWAHT7VCO29174, 43047-09034; 2HTTWAHT8VC027143, 43067-09044
2HTTWAHT5VC029173, 43029-09027; 2HTTWAHT4VCO27009, 42869-08953;HTTWAHT6VC02713,
42863-08950; 2HTTWAHT2VCO27140, 43058-09040; 2HTTWAHT4VC027141, 43069-09046;
2HTTWAHT3VC017210, 43087-09055;

Much of the above units are complete as equipped including, but not limited to, 
all attachments, accessories & replacements relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND 
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL 
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

                                           4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, 
Moapa, Nevada 89025                        Key Corp Leasing Ltd.     
(Clark County)                                                      
                                           4b. Address of Assignee: 
                                                                    
                                           54 State Street          
                                           Albany, NY 12207         
                                           Attn: Kathy Miller        
--------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security 
interest in collateral. (Check [X] if so)
  [_] already subject to a security interest in another jurisdiction when it was
      brought into this state.
  [_] which is proceeds of the original collateral described above in which a 
      security interest was perfected:
--------------------------------------------------------------------------------
Check [X] if covered: [X] Proceeds of collateral are also covered. [_] Products 
of collateral are also covered.
--------------------------------------------------------------------------------
  Filed with: Secretary of State - NV
--------------------------------------------------------------------------------

Ready-Mix, Inc.                        U.S. BANCORP LEASING & FINANCIAL

------------------------------------   ----------------------------------------
By:/s/ Kenneth D. Nelson               By:
   ---------------------------------      -------------------------------------
   Kenneth D. Nelson, Vice President        Documentation Specialist
Signature(s) of Debtors                       Signature(s) of Secured Party(ies)

                          STANDARD FORM - FORM UCC-1.
--------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.004


<PAGE>
 
SCHEDULE TO MASTER LEASE AGREEMENT           [LOGO OF U.S. BANCORP APPEARS HERE]


                                                       Schedule Number 11389.003
                                                                       ---------

     THIS SCHEDULE made as of December 17, 1996, by and between U.S. BANCORP 
LEASING & FINANCIAL ("Lessor"), having its principal place of business at 825 
N.E. Multnomah, Suite 800, Portland, Oregon 97232, and Ready-Mix, Inc. 
("Lessee"), having its principal place of business located at 3430 E. Flamingo, 
Suite 100, Las Vegas, Nevada 89121, to the Master Lease Agreement dated as of 
December 17, 1996 between the Lessee and the Lessor (the "Lease"). Capitalized 
terms used but not defined herein are used with the respective meanings 
specified in the Lease.

            LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:

(a)  The following specified equipment (the "Property") is hereby made and 
constituted Property for all purposes pursuant to the Lease:

     Ten (10) new International trucks, model F5070, mounted with 11 cubic yard 
     Bridgemaster III mixers. The serial number and mixer number for each 
     vehicle follows:  2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 
     42860-08948; 2HTTWAHT1VC027016, 42882-08957; 2HTTWAHT6VCO27142, 
     43023-09023; 2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 
     43090-09058; 2HTTWAHT2VC027011, 43130-09076; 2HTTWAHT0VC027119, 
     43125-09075; 2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 
     43149-09088.

     Each of the above units are complete as equipped including, but not limited
     to, all attachments, accessories & replacements relating thereto.

(b)  The cost of the Property is $1,109,000.00;
                                      Please Initial Here:[INITIALS APPEAR HERE]
                                                          ----

(c)  This Schedule shall commence on January 1, 1997 and shall continue for 60 
     months thereafter.

(d)  Lessee shall owe 60 basic monthly rental payments in arrears each in the
     amount of $17,130.94 (plus applicable sales/use taxes). The first such
     payment shall be due on February 1, 1997 and shall continue on the same day
     of each month thereafter until the end of the term of this Schedule. In
     addition, Lessee shall pay daily pro rata rental in the amount of $571.03
     per day (plus applicable sales/use taxes) from the date on which Lessee
     executes a Delivery and Acceptance Certificate for the Property through
     December 31, 1996. Such daily pro rata rental shall be due and payable at
     signing.

(e)  The Property will be installed or stored at the following address:  1501 
     Highway 168, Moapa, Nevada 89025, COUNTY: Clark;

(f)  The record owner of the premises at which the Property will be installed or
     stored is: ;

1.   LATE CHARGE. If any installment of Rent shall not be received by Lessor or
Lessor's Assignee within ten (10) days after such amount is due, Lessee shall 
pay to Lessor a late charge equal to five percent (5.0%) of such overdue amount.

2.   TRAC OBLIGATION.  a.    In addition to the rental payments specified above,
Lessor is also entitled to recover a residual value equal to thirty percent
(30%) of the cost of the Property as set forth herein (the "Residual Value")
plus a Lease Termination Fee of $500.00.

     b.    At the end of the Term hereof, Lessee may purchase the Property for 
the Residual Value. Lessee shall give written notice ninety (90) days prior to 
Lease expiration of Lessee's intent to purchase the Property. Should Lessee 
elect not to purchase the Property, Lessor shall dispose of any or all of the 
Property by selling such Property for the highest cash offer then reasonably 
available, or by re-leasing such Property on terms and conditions acceptable to 
Lessor. The proceeds of any sale of the Property shall be deemed to be the 
"Market Value" of the Property. If the disposition is by re-lease, the Market 
Value of the Property shall be the present value of the rental stream of the 
re-lease discounted at a rate acceptable to Lessee and Lessor. The Market Value 
shall then be reduced by a Lease Termination Fee of $500.00 plus all expenses 
incurred by Lessor in connection with the recovery and disposition of the 
Property. The remaining balance shall be referred to as the "Residual Credit." 
If the Residual Credit exceeds the Residual Value, Lessor shall promptly pay the
amount of such excess to Lessee as adjusted rent. If the Residual Credit is less
than the Residual Value, Lessee shall promptly pay the amount of such deficiency
to Lessor as adjusted rent. However, in no event shall Lessee's obligation be 
greater than 9.0% of the total cost of the Property.
<PAGE>
 
                                                                              2

     c.    Upon receipt of payment from Lessee of the Residual Value together 
with any and all applicable sales or other taxes due in connection therewith, 
and any and all remaining sums or other amounts payable under this Schedule, 
Lessor shall transfer all its right, title and interest in and to the Property 
to Lessee.  The Property shall be transferred "As Is" and "Where Is" without any
express or implied representations or warranties.

     d.    Should Lessee fail to comply with the foregoing, then Lessor, at its
sole option, shall have the right to: a) demand immediate return of the
Property; or, b) extend the Term for an additional six (6) months (the "Extended
Term"). Should Lessor elect to extend the Term, Lessee shall be irrevocably
obligated to remit basic monthly rent for the period beginning on the day
immediately succeeding the last day of the original Term (the "Holdover Date")
and ending at the end of the sixth (6) month thereafter, a payment of such rent
being due on the Holdover Date and on the same day of each consecutive month
thereafter. Each payment of such rent shall be in the amount of the basic
monthly rent for the last month of the Term in accordance with the provisions of
this Schedule. All Lessee's other obligations under the Lease shall remain in
full force and effect for as long as Lessee shall continue to posses the
Property. Any and all rental payments pursuant to this Paragraph shall be deemed
for all intents and purposes to be payments for possession and use of the
Property after the expiration of the Term, and shall not be credited to any
other obligation of Lessee to Lessor. Lessor's invoicing and/or accepting any
such payment shall not give rise to any right, title or interest of Lessee other
than to possession and use of the Property during the period to which such rent
applies in accordance with this Paragraph. The aforesaid right to charge Lessee
rent for possession and use of the Property is not in limitation or derogation
of any of Lessor's rights pursuant to the Lease.

     IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this 
Schedule to be duly executed as of the day and year first above written.

                                           Ready-Mix, Inc.


                                        By: /s/ Kenneth D. Nelson
                                           -------------------------
                                           Kenneth D. Nelson
                                           Vice President


                                        U.S. BANKCORP LEASING & FINANCIAL


                                        By: 
                                           -------------------------
                                           An Authorized Officer Thereof


                           Address for All Notices:
                       U.S. BANCORP LEASING & FINANCIAL
                         825 N.E. Multnomah, Suite 800
                            Portland, Oregon 97232

        Machine Tool Finance Group             General Equipment Group
        (800) 225-8029  (503) 797-0222      (800) 253-3468  (503) 797-0200
<PAGE>
 
TRAC ADDENDUM TO                             [LOGO OF U.S. BANCORP APPEARS HERE]
LEASE AGREEMENT
(USAGE/OWNERSHIP)                            Schedule Number 11389.003





     Addendum to the Master Lease Agreement ("Lease") dated as of December 17, 
1996 and Schedule Number 11389.003 dated December 17, 1996 between U.S. Bancorp 
Leasing & Financial ("Lessor"), and Ready-Mix, Inc. ("Lessee").  Capitalized 
terms used but not defined herein are used with the same meaning as set forth in
the Lease.

     Lessee certifies, under penalty of perjury, that it intends that more than 
50% of the use of the Property will be in the trade or business of the Lessee.

     Lessee hereby acknowledges and agrees that Lessee has been advised that 
Lessee will not be treated as the owner of the Property for Federal income tax 
purposes.


Dated:  December 17, 1996


                                        (LESSEE)
                                        Ready-Mix, Inc.


                                        By /s/ Kenneth D. Nelson
                                          ----------------------------
                                           Kenneth D. Nelson
                                           Vice President





                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                              Portland, OR 97232

<PAGE>
 
DELIVERY AND ACCEPTANCE CERTIFICATE                  [LETTERHEAD OF U.S. BANCORP
AND LEASE AMENDMENT                                  APPEARS HERE]

                                                       Schedule Number 11389.003
                                                                       ---------

     This Certificate is delivered to and for the benefit of Lessor and pertains
to the following personal property (the "Property") which is the subject of 
Schedule Number 11389.003, dated as of December 17, 1996, to Master Lease 
                ---------              -----------------
Agreement, dated as of December 17, 1996, between U.S. BANCORP LEASING & 
                       -----------------
FINANCIAL as Lessor and Ready-Mix, Inc. as Lessee (the "Lease"):
                        --------------

     Ten (10) new International trucks, model F5070, mounted with 11 cubic yard
     Bridgemaster III mixers. The serial number and mixer number for each
     vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 42860-
     08948; 2HTTWAHT1VC027016, 42882-08957; 2HTTWAHT6VCO27142, 43023-09023;
     2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 43090-09058;
     2HTTWAHT2VC027011, 43130-09076; 2HTTWAHT0VC027119, 43125-09075;
     2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 43149-09088.

     Each of the above units are complete as equipped including, but not limited
     to, all attachments, accessories & replacements relating thereto.

     To the extent that the above description has been altered by us or differs 
from the Property description set forth in the Lease (including, but not limited
to, changes to model or serial numbers), we certify that such alterations or 
differences are accurate and we acknowledge that, based upon this 
certification: 1) the Lease is hereby amended to reflect the above Property 
description; and 2) Lessor is hereby authorized to execute on our behalf and to 
file amendment(s) to any Financing Statements filed under the Uniform Commercial
Code in connection with the Lease, provided that all such amendments are 
consistent with the above Property description.

     WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been delivered 
to us; b) any necessary installation of the Property has been fully and 
satisfactorily performed; c) after full inspection thereof, we have accepted the
Property for all purposes as of the date hereof; d) Lessor has fully and 
satisfactorily satisfied all its obligations under the Lease; e) any and all 
conditions to the effectiveness of the Lease or to our obligations thereunder 
have been satisfied; f) we have no defenses, set-offs or counterclaims to any 
such obligations; g) the Lease is in full force and effect; and, h) on Event of 
Default has occurred under the Lease.

     WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in 
the future to reject the Property or to revoke our acceptance thereof has 
terminated as of the date of hereof; b) we hereby waive any such right by the 
execution hereof; c) the date of this Certificate is the earliest date upon 
which the certifications, acknowledgments, representations and warranties made 
herein could be correctly and properly made. We hereby acknowledge that Lessor 
is relying on this Certificate as a condition to making payment for the 
Property.

     IN WITNESS WHEREOF, we have executed this Certificate as of the 23rd day of
December, 1996.

                                              Ready-Mix, Inc.
                                              ---------------
Upon satisfactory installation and
delivery please sign, date and return to:

U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800                 By:/s/ Kenneth D. Nelson
Portland, Oregon 97232                           -------------------------
                                                 Kenneth D. Nelson
                                                 Vice President

                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                            Portland, Oregon 97232
<PAGE>
 
                                                              [LOGO U.S. BANCORP
                                                              APPEARS HERE]

INSURANCE AUTHORIZATION 


                                               Note/Schedule Number 11389.003
                                                                    ---------

To:                              [Agent Name]
         ------------------------

                                 [Street Address]
         ------------------------

                                 [City, State, Zip] 
         ------------------------

                                 [Agent Phone]
         ------------------------


From:    Ready-Mix, Inc.

         1501 Highway 168

         Moapa, Nevada 89025

In connection with one or more financing arrangements (the "Transactions") 
between ourselves and U.S. BANCORP LEASING & FINANCIAL (USBLF), you are hereby 
authorized to issue a certificate of insurance naming U.S. BANCORP LEASING & 
FINANCIAL OR ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its 
interest may appear.

Property Cost $1,109,000.00:

With respect to physical damage coverage, please describe USBLF's interest as 
follows:

     "Certificate Holder is an Additional Insured and Loss Payee with regard to
     all equipment financed or leased by Policy Holder through or from
     Certificate Holder."

The required coverage is to be as provided in the Transaction, including, 
without limitation, fire, extended coverage, vandalism, theft and general 
liability.

We understand that if such certificate is not provided, U.S. BANCORP LEASING & 
FINANCIAL has the right under the Transactions to purchase such insurance at our
expense.


                                                  Ready-Mix, Inc.
                                                  ---------------

                                                  By: /s/ Kenneth D. Nelson
                                                     ------------------------
                                                      Kenneth D. Nelson
                                                      Vice President



                           ADDRESS FOR ALL NOTICES:
                         825 N.E. Multnomah, Suite 800
                              Portland, OR 97232
<PAGE>

 
                               MUST BE SIGNED BY DEBTOR-1
                     UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                    FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the
  Uniform Commercial Code. This statement remains effective for a period of five
  years from the date of filing, subject to extensions for additional periods of
  five years by refiling or filing a continuation statement (UCC-3)
<TABLE> 
---------------------------------------------------------------------------------------------      
<S>                                                 <C>                                      <C>       
1A. Debtor(s):                                      2A. Secured party(ies)                      
    (if individual(s) last name first)                                                              
                                                     U.S. Bancorp Leasing & Financial           
                                                                                                
Ready-Mix, Inc.                                     Tax I.D. #930594454                         
                                                                                                
Tax I.D.86-0830443                                                                              
        ----------                                                                              
                                                    2B. Address of Secured Party from which     
1B. Mailing address(es)                                  Security Information is obtainable     
                                                                                                
3430 E. Flamingo, Suite 100                          825 N.E. Multnomah Street, Suite 800       
Las Vegas, Nevada 89121                              Portland, Oregon 97232-2151                
                                                                                                
                                                      Phone # 503 797-0200                     Reserved for Filing Officer Use Only
------------------------------------------------------------------------------------------------------------------------------------
3. This financing statement covers the following types (or items) of collateral              No. of additional sheets attached____.

Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer 
number for each vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 42860-08948; 2HTTWAHT1VC027016, 42882-08957; 
2HTTWAHT6VCO27142, 43023-09023; 2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 43090-09058; 2HTTWAHT2VC027011, 43130-09076; 
2HTTWAHT0VC027119, 43125-09075; 2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 43149-09088.

Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements 
relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED 
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


                                                                                             -------------------------------------- 
                                                                                             4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
                                                                                             The CIT Group/Equipment Financing, Inc.


                                                                                             4b. Address of Assignee:

                                                                                             1620 W. Fountainhead Parkway, Suite 600
                                                                                             Tempe, AZ 85282
                                                                                             Attn: Kelly Carroll
------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in 
collateral. (Check [X] if so)
   [_] already subject to a security interest in another jurisdiction when it was brought 
       into this state.
   [_] which is proceeds of the original collateral described above in which a security 
       interest was perfected:

------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.

------------------------------------------------------------------------------------------------------------------------------------
   Filed with:  Secretary of State - NV

------------------------------------------------------------------------------------------------------------------------------------

Ready-Mix, Inc.                                                      U.S. BANCORP LEASING & FINANCIAL
-----------------------------------------------------------          ---------------------------------------------------------------

by: /s/ Kenneth D. Nelson                                            by:
    -------------------------------------------------------             ------------------------------------------------------------
           Kenneth D. Nelson, Vice President                                   Documentation Specialist
         Signature(s) of Debtors                                                  Signature(s) of Secured Party(ies)


                                                    STANDARD FORM - FORM UCC-1.
------------------------------------------------------------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.003
</TABLE> 
<PAGE>

 
                               MUST BE SIGNED BY DEBTOR-1
                     UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                    FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the
  Uniform Commercial Code. This statement remains effective for a period of five
  years from the date of filing, subject to extensions for additional periods of
  five years by refiling or filing a continuation statement (UCC-3)

<TABLE> 
---------------------------------------------------------------------------------------------      
<S>                                                 <C>                                      <C>       
1A. Debtor(s):                                      2A. Secured party(ies)                      
    (if individual(s) last name first)                                                              
                                                     U.S. Bancorp Leasing & Financial           
                                                                                                
Ready-Mix, Inc.                                     Tax I.D. #930594454                         
                                                                                                
Tax I.D.86-0830443                                                                              
        ----------                                                                              
                                                    2B. Address of Secured Party from which     
1B. Mailing address(es)                                  Security Information is obtainable     
                                                                                                
3430 E. Flamingo, Suite 100                          825 N.E. Multnomah Street, Suite 800       
Las Vegas, Nevada 89121                              Portland, Oregon 97232-2151                
                                                                                                
                                                      Phone # 503 797-0200                     Reserved for Filing Officer Use Only
------------------------------------------------------------------------------------------------------------------------------------
3. This financing statement covers the following types (or items) of collateral              No. of additional sheets attached____.

Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer 
number for each vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 42860-08948; 2HTTWAHT1VC027016, 42882-08957; 
2HTTWAHT6VCO27142, 43023-09023; 2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 43090-09058; 2HTTWAHT2VC027011, 43130-09076; 
2HTTWAHT0VC027119, 43125-09075; 2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 43149-09088.

Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements 
relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED 
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


                                                                                             -------------------------------------- 
                                                                                             4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
                                                                                             The CIT Group/Equipment Financing, Inc.


                                                                                             4b. Address of Assignee:

                                                                                             1620 W. Fountainhead Parkway, Suite 600
                                                                                             Tempe, AZ 85282
                                                                                             Attn: Kelly Carroll
------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in 
collateral. (Check [X] if so)
   [_] already subject to a security interest in another jurisdiction when it was brought 
       into this state.
   [_] which is proceeds of the original collateral described above in which a security 
       interest was perfected:

------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.

------------------------------------------------------------------------------------------------------------------------------------
   Filed with:  Secretary of State - NV

------------------------------------------------------------------------------------------------------------------------------------

Ready-Mix, Inc.                                                      U.S. BANCORP LEASING & FINANCIAL
-----------------------------------------------------------          ---------------------------------------------------------------

by: /s/ Kenneth D. Nelson,                                           by:
    -------------------------------------------------------             ------------------------------------------------------------
           Kenneth D. Nelson, Vice President                                   Documentation Specialist
         Signature(s) of Debtors                                                  Signature(s) of Secured Party(ies)


                                                    STANDARD FORM - FORM UCC-1.
------------------------------------------------------------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.003
</TABLE> 

<PAGE>
 
 
                               MUST BE SIGNED BY DEBTOR-1
                     UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
                                    FORM UCC-1(1)
    This Financing Statement is presented to filing officer pursuant to the
  Uniform Commercial Code. This statement remains effective for a period of five
  years from the date of filing, subject to extensions for additional periods of
  five years by refiling or filing a continuation statement (UCC-3)

<TABLE> 
<CAPTION> 

---------------------------------------------------------------------------------------------      
<S>                                                 <C>                                      <C>       
1A. Debtor(s):                                      2a. Secured party(ies)                      
(if individual(s) last name first)                                                              
                                                     U.S. Bancorp Leasing & Financial           
                                                                                                
Ready-Mix, Inc.                                     Tax I.D. #930594454                         
                                                                                                
Tax I.D.86-0830443                                                                              
        ----------                                                                              
                                                    2B. Address of Secured Party from which     
1B. Mailing address(es)                                  Security Information is obtainable     
                                                                                                
3430 E. Flamingo, Suite 100                          825 N.E. Multnomah Street, Suite 800       
Las Vegas, Nevada 89121                              Portland, Oregon 97232-2151                
                                                                                                
                                                      Phone # 503 797-0200                     Reserved for Filing Officer Use Only
------------------------------------------------------------------------------------------------------------------------------------
3. This financing statement covers the following types (or items) of collateral              No. of additional sheets attached____.

Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer 
number for each vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 42860-08948; 2HTTWAHT1VC027016, 42882-08957; 
2HTTWAHT6VCO27142, 43023-09023; 2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 43090-09058; 2HTTWAHT2VC027011, 43130-09076; 
2HTTWAHT0VC027119, 43125-09075; 2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 43149-09088.

Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements 
relating thereto.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED 
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


                                                                                             -------------------------------------- 
                                                                                             4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
                                                                                             The CIT Group/Equipment Financing, Inc.


                                                                                             4b. Address of Assignee:

                                                                                             1620 W. Fountainhead Parkway, Suite 600
                                                                                             Tempe, AZ 85282
                                                                                             Attn: Kelly Carroll
------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in 
collateral. (Check [x] if so)
   [_] already subject to a security interest in another jurisdiction when it was brought 
       into this state.
   [_] which is proceeds of the original collateral described above in which a security 
       interest was perfected:

------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.

------------------------------------------------------------------------------------------------------------------------------------
   Filed with:   Secretary of State - NV

------------------------------------------------------------------------------------------------------------------------------------

Ready-Mix, Inc.                                                      U.S. BANCORP LEASING & FINANCIAL
-----------------------------------------------------------          ---------------------------------------------------------------

by: /s/ Kenneth D. Nelson                                            by:
    -------------------------------------------------------             ------------------------------------------------------------
           Kenneth D. Nelson, Vice President                                   Documentation Specialist
         Signature(s) of Debtors                                                  Signature(s) of Secured Party(ies)


                                                    STANDARD FORM - FORM UCC-1.
------------------------------------------------------------------------------------------------------------------------------------

RETURN TO:

U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.003
</TABLE>