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                                                                  Exhibit 10.184

[LOGO]

                                 [LETTERHEAD]


PERSONAL & CONFIDENTIAL

December 17, 200l



Bradley E. Larson                            VIA FAX (602) 437-1681
President/CEO
Meadow Valley Corporation
4411 S. 40th Street, Suite D11
Phoenix, AZ 85040

Dear Bradley:

It is my understanding that MEADOW VALLEY CORPORATION (MVCO) is interested in
engaging AMG Financing Capital, Inc. (AMG) to find a potential purchaser and/or
a new source of financing for a credit line and, perhaps, a new term loan. This
source needs to provide a $10 million facility to allow MVCO more working
capital. It is AMG's opinion that a suitable financing can be arranged as well
as a purchase and is highly confident it can do so. Our opinion is based on our
discussions with various banks and other sources.

A.   FEE SCHEDULE
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     In consideration for the services performed and to be performed by AMG,
     MVCO agrees to pay AMG:

     1.   ENGAGEMENT FEE.  MVCO will pay AMG an engagement fee of $30,000, paid
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          as follows: $15,000 upon execution of this document; and $15,000
          thirty days later.

     2.   Before the thirty day period between the first payment and the second
          payment, the second portion of our engagement fee is due and payable
          if a proposal is issued from any of our sources regardless if MVCO is
          acquired by another company.

     3.   SUCCESS FEE. MVCO, upon receipt of this financing or the completion of
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          a purchase will pay AMG a finders (success) fee equal to the greater
          of $150,000 or a percentage of the gross amount of the financing. It
          is scheduled as follows:

               6% of the 1st million dollars; plus
               5% of the 2nd million dollars; plus
               4% of the 3rd million dollars; plus
               3% of the 4th million dollars; plus
               2% of the 5th million dollars and any additional monies paid to
               MVCO.
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Mr. Bradley E. Larson
December 17, 2001
Page 2


          a.  AMG is to be paid if CIT agrees to raise its line of credit, but
              only on the amount over the existing amount ($7 million). AMG is
              to be paid the aforementioned fee listed above if the term loan is
              replaced.

          b.  AMG is to be paid a finder's (success) fee using the same schedule
              above if it introduces MVCO to a purchaser. The fee is paid on the
              gross amount of the value of the purchase.

          The engagement fee is to be deducted from the success fee.

B.   NON-EXCLUSIVE RIGHTS
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     In retaining the services of AMG, MVCO grants to AMG the non-exclusive
     right to act on its behalf for a period of 60 days, to find and help
     arrange a suitable financing or purchaser for MVCO. "Suitable Financing or
     Purchaser" is defined as a financing or purchase that is accepted by the
     company.

     AMG agrees to use its best efforts to find and introduce MVCO to
     appropriate financing sources and/or purchasers. However, AMG does not
     guarantee that a firm commitment or a suitable financing or purchase will
     take place or be offered to MVCO.

     If a financing source or purchaser is introduced to the company during this
     non-exclusive period (60 days), and a funding takes place within 24 months
     after the exclusive period expires, AMG is to be paid the finders (success)
     fee as described on page one (1) of this document.

C.   DISPUTES
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     In the unlikely event of a dispute under this agreement, the dispute shall
     be arbitrated by the American Arbitration Association at its Los Angeles
     office, with three arbitrators--one selected by AMG, one selected by MVCO,
     and one selected by the first two arbitrators. The prevailing party shall
     receive reasonable attorney fees and costs.

     The parties agree that the law of the State of California shall have
     jurisdiction over any dispute.

D.   EXPENSES
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     All accounting appraisal, insurance, legal fees, etc., in connection with
     this project are MVCO's responsibility. All necessary out-of-pocket
     expenses which are incurred by AMG on the company's behalf shall be
     reimbursed by MVCO immediately upon presentation of a statement or invoice.
     No expense will be incurred without prior consultation and with MVCO's
     approval.
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Mr. Bradley E. Larson
December 17, 2001
Page 3


E.   INSTRUCTIONS TO FINANCING SOURCE
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     This agreement and acknowledgment are sufficient authorization to any
     source providing a funding, purchase, or escrow to pay the finders
     (success) fee to AMG directly out of the proceeds of this financing and/or
     purchase.

     MVCO agrees that the payment of the finder (success) fee to AMG is an
     irrevocable and mandatory condition precedent to the funding of any
     financing to or purchase of MVCO going into effect.

     MVCO agrees that this letter instructs any source providing the funding or
     the escrow of purchase for them as a result of AMG's efforts, to pay AMG
     the fee due under this agreement at the time that the facility or proceeds
     are made available to MVCO.

F.   COMMENCEMENT OF SERVICES
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     AMG will commence to introduce MVCO to financing and/or purchasing sources
     immediately upon receipt of this executed document and the payment of the
     engagement fee.

G.   EXPIRATION
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     This letter expires on December 21, 2001 unless extended by mutual
     agreement.

Sincerely yours

AMG Financing Capital, Inc.

/s/ Arthur M. Gelber

Arthur M. Gelber
President


G.   AUTHORIZATION AND ACKNOWLEDGMENT
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     This fee agreement is hereby approved and accepted by Bradley E. Larson,
     who is an officer of MEADOW VALLEY CORPORATION, and is sufficient
     instruction to the financing source provider to pay AMG directly out of the
     proceeds of the financing or purchase of the company.

     By:  /s/ Bradley E. Larson                             Date:  1/15/02
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          Bradley E. Larson, President/CEO
          Meadow Valley Corporation