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                                                                  EXHIBIT 10.118



               Equipment Schedule No. 2
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               Dated as of 5-11-00
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               To Master Lease Agreement dated March 10, 2000
                                               ----------------
                                                        Acceptance Date  5-11-00
                                                                         -------
                                                       Commencement Date 6-15-00
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Equipment Schedule to MASTER LEASE AGREEMENT dated as of March 10, 2000
                                                         --------------
between THE CIT GROUP/EQUIPMENT FINANCING, INC., as Lessor and Ready Mix, Inc.
                                                               ---------------
as Lessee.

This Equipment Schedule incorporates the terms and conditions of the
above-referenced Master Lease Agreement.

This is Originally Executed Copy No. 1 of 1 originally executed copies. Only
transfer of possession by Lessor of Originally Executed Copy No. 1 shall be
effective for purposes of perfecting an interest in this Schedule by possession.

1.  EQUIPMENT DESCRIPTION:

<TABLE>
<CAPTION>
    Quantity          Manufacturer        Model/Feature         Serial Number        Description        Cost Per Unit
    --------          ------------        -------------         -------------        -----------        -------------
    <S>               <C>                 <C>                   <C>                  <C>                <C>
</TABLE>

  SEE SCHEDULE "A" CONSISTING OF 2 PAGES ATTACHED HERETO AND MADE A PART HEREOF,
  FOR EQUIPMENT DESCRIPTION.

 2.    LESSOR'S AGGREGATE COST OF EQUIPMENT. $2,429,570.00
                                             -------------
 3.    EQUIPMENT LOCATION 4411 South 40th Street Phoenix AZ 85040.
                          ----------------------------------------
 4.    ACCEPTANCE:

       Lessee confirms that (a) the Equipment described herein has been
       delivered to it in good working order and condition, and has been
       inspected and accepted by Lessee as of the Acceptance Date set forth
       above, (b) no Event of Default exists, (c) no Event of Default will be
       caused by the execution of this Schedule, (d) all Lessee's
       representations and warranties are true and correct, and (e) the terms
       and provisions of the Master Lease are hereby incorporated by reference
       and reaffirmed.

 5.    LEASE TERM.

       a. Interim Lease Term. The interim term of the lease of the Equipment
          shall commence on the Acceptance Date and shall continue until the
          commencement of the Primary Lease Term defined below.

       b. Primary Lease Term. The primary term of the lease of Equipment shall
          commence on the Commencement Date and shall continue for a term of 60
          months from such Commencement Date.

 6.    RENT PAYMENTS.

       a. Interim Rent. The rent for the Equipment during the Interim Lease
          Term shall be an amount equal to 1/30th of the Primary Rent (defined
          below) multiplied by the number of days from and including the
          Acceptance Date to the Commencement Date which amount shall be payable
          on the Commencement Date.

       b. Primary Rent. The rent for the Equipment during the Primary Lease Term
          shall consist of 60 payments

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           of $39,337.00, payable monthly commencing on the Commencement Date
           and a like sum on the same day of each month thereafter.

   7.  STIPULATED LOSS VALUES.

       The Stipulated Loss Values, expressed as a percentage of Lessor's cost of
       the Equipment, are set forth in Exhibit A attached hereto. The Stipulated
       Loss Value with respect to any item of Equipment as of any rent payment
       date shall be an amount determined by multiplying Lessor's cost of the
       item by the applicable percentage set forth on Exhibit A. Any Stipulated
       Loss Value determined as of a date after the final rent payment date will
       be determined by using the percentage for the final rent payment date.

   8.  RETURN, OPERATION, MAINTENANCE, ADDITIONS. The return, operation,
       maintenance and additions provisions applicable to the Equipment are set
       forth in Rider A attached hereto.

   9.  DEPRECIATION TAX ASSUMPTIONS. Equipment has a recovery period of 5 years.

   10. TRAC PERCENTAGE 30.00%

   11. NONREFUNDABLE PROCESSING/ORIGINATION FEE payable to The CIT
       Group/Equipment Financing, Inc.

       $0.00


   12. ADDITIONAL PROVISIONS:

Year 2000. The Lessee shall take all action necessary to assure that its
computer-based systems are able to effectively process data including dates and
date sensitive functions. The Lessee represents and warrants that the Year 2000
problem (that is, the inability of certain computer applications to recognize
and correctly perform properly date-sensitive functions involving certain dates
prior to and after December 31, 1999) will not result in a material adverse
effect on the Lessee's business condition or ability to perform hereunder. Upon
request, the Lessee shall provide assurance acceptable to the Lessor that the
Lessee's computer systems and software are or will be Year 2000 compliant on a
timely basis. The Lessee shall immediately advise Lessor in writing of any
material changes in the Lessee's Year 2000 plan, timetable or budget.

IN WITNESS WHEREOF, this Equipment Schedule has been signed as of the date
set forth above.

Lessee:


Ready  Mix, Inc.
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By /s/ Kenneth D. Nelson             Title Vice President
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KENNETH D. NELSON
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Print or Type Name

Lessor:

The CIT Group Equipment Financing, Inc.
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By /s/ [ILLEGIBLE]^^               Title Agent
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 ILLEGIBLE
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Print or Type Name