**Exhibit 10.4****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of August 2005, by andbetween Meadow Valley Corporation, a Nevada corporation (the “Employer”), and Alan A. Terril (the“Employee”).     The Employer hereby employs the Employee on a full-time basis, and the Employeehereby accepts such full-time employment on the terms and conditions hereinafter setforth.     1.** ****EMPLOYMENT.**Employee is employed as the Senior Vice President - Chief OperatingOfficer (“COO”) for the Employer. Employee shall perform all duties as outlined herein and as maybe assigned by the Employer and shall devote full time, attention and loyalty to the affairs ofthe Employer. The duties of the Employee shall specifically be:     A) Oversee all operating entities of the Employer. Reporting to AlanTerril will be each Area Manager for the Nevada and Arizona Areas, and thePresident of Ready Mix, Inc.     B) Assist operating units in decision-making relative to work bidding,margins bid, and preparation and submission of estimates,     C) Assist operating units to maximize profitability by activeparticipation in project planning, problem-solving, partnering, andclaims/litigation preparation.     D) Assist and oversee operating budgets, capital expenditure budgetsand approve project specific budgets for use in the Company’s Budget BonusIncentive Program.     E) Oversee and delegate as necessary administration of the Company’sequipment and other resources. The COO is responsible for decision-makingregarding the types of equipment acquired in capital purchases and leases.     F) Assist in selection and evaluation of merger and/or acquisitionopportunities of the Company.     G) Assist in formulating and executing strategic plans.     H) Any other area specifically assigned by the Chief Executive Officer (“CEO”) or theBoard of Directors.     I) To maintain and promote relationships with owners with whom the Company contracts.     2.** ****TERM.** Subject to the provisions of termination provided in paragraph 12, the termof this Agreement shall be three years from the date of execution or from the date of the mostrecent renewal. Subject to a mandatory annual review (“Review”) of the Employee’s performance bythe CEO, this Agreement may be renewed annually if the outcome of the Review results in arecommendation for renewal by the CEO to the Board Compensation Committee (“Committee”) and theCommittee, by majority vote, authorizes the renewal.
 

 
     3. **COMPENSATION.** Employee shall receive a base salary of OneHundred Fifty Thousand Dollars ($150,000.00) per year, payable in accordance with theregular payroll practices of Employer, and subject to applicable deductions ofwithholding taxes and other customary employment taxes. The CEO of Employer shallreview Employee’s salary at a minimum annually and may adjust Employee’s salaryupward to recognize improvement, achievement or’expansion of Employee’sresponsibilities subject to approval of the Committee.     Employee shall participate as a member of senior management in cash incentive plans ascurrently existing or as amended or adopted in the future by the Committee. Cash bonus plans aresubject to annual review and/or change by the Committee.     4.** ****OPTIONSTO ACQUIRE COMMON STOCK.** Employee is eligibleto participate in the Meadow Valley Corporation 1994 Stock Option Plan. Future grantsof stock options shall be subject to the discretion of Meadow Valley Corporation’s boardof directors.     5.** ****EMPLOYEEBENEFITS.** Employer shall provide to Employee, and to the Employee’sdependents, a comprehensive major medical, health, and dental insuranceprogram comparable to the programs normally provided by other employers in the sameindustry and marketplace, and the Employer shall pay the cost of the Employee’s portionof the premium. Should, at any time, the Employee opt to maintain a personal majormedical and health insurance policy for himself and for his dependents and not participatein the Employer’s group plan, then Employer shall reimburse Employee the lesser of theamount Employee pays for said personal policy, as evidenced by adequatedocumentation, or what Employer would otherwise be paying were Employeeparticipating in the Employer’s group plan. Should the Employee opt to maintain his owncoverage, neither he nor his dependents shall be precluded from later participating in theEmployer’s group plan so long as they otherwise qualify for enrollment.     At Employer’s cost, Employer will maintain a life insurance policy covering Employee, with atleast $500,000 of death benefits being payable, in a manner that is free of income tax, toEmployee’s estate or other beneficiaries designated by Employee.     Employer agrees to provide Employee with an automobile for business-related use. In additionto the cost of the vehicle itself, Employer shall pay, directly or by reimbursement to Employee,for all maintenance, fuel, repairs, insurance, operating and other costs incidental thereto.     Employer shall pay for, or reimburse Employee for, dues for his membership in industry relatedassociations perceived as beneficial to Employer and as approved by the CEO.     So long as it is within the guidelines of the respective plan, Employee shall be given theopportunity to participate in Employer’s 401(k) and any other plans made available to other membersof executive management.     Employee shall be entitled to receive all other employee benefits for senior managementpersonnel upon the terms and conditions then in effect, including long term disability insurance.
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     6. ******MOVING EXPENSES AND SUBSISTENCE.** In the event the Employer requires theEmployee to relocate, the Employer shall pay for all moving costs of reasonable and normalhousehold effects, including up to six months storage of such household effects while Employeeobtains a permanent residence in the relocation area. Employee shall obtain a minimum of twomoving and storage quotes from reputable movers and Employer shall pay the most competitive rate.     Employer shall provide Employee a subsistence allowance of Two Thousand Dollars ($2,000.00)per month for the lesser of nine months from the date of reassignment in a new location or untilsuch time as the relocation of Employee and his/her spouse to the relocation area is complete. Inaddition, costs for one round-trip airline ticket per week between the Employee’s previouslocation and the relocation area will be reimbursed by Employer to Employee during the samenine-month period, or less if relocation is completed earlier. Such tickets may be used either byEmployee or by his/her spouse.     7. ******HOLIDAYS AND VACATION.**     A) Employee shall be paid for the following seven (7) holidays: NewYear’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day andthe day after Thanksgiving, and Christmas Day and all other holidays forEmployees of the Company as approved by the Chief Executive Officer or Boardof Directors.     B) Employee is entitled to four weeks vacation during the first year ofemployment and for each year thereafter. Unused vacation in any given year shallaccrue to following years up to a maximum of eight weeks in any one year.     8.** ****RESPONSIBILITIES OF EMPLOYEE.** The Employee shall devotesuch reasonable time as is necessary or is deemed reasonably necessary by the Employerto carry out all required duties and will devote full time to the Employer during normalbusiness hours. The Employee shall at all times faithfully, with diligence and to theEmployee’s best good faith ability, experience and talents, perform all the duties that maybe required pursuant to the express terms hereof to the reasonable satisfaction of theEmployer, in accordance with customary professional standards.     9.** ****WORKING FACILITIES.** The Employee shall be furnished with allfacilities and services suitable to Employee’s position and adequate for the performanceof Employee’s duties.     10.** ****EXPENSES.** The Employee is authorized to incur reasonable expensesfor promoting business of the Employer, including expenses for entertainment, travel andsimilar items. The Employer shall reimburse the Employee for all such expenses on thepresentation by the Employee of itemized and adequately documented accounts of suchexpenditures.     11. **DISABILITY.** If unable to perform duties under the terms of this Agreementby reason of illness or incapacity for a period of four weeks, Employee shall,
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commencing at the end of such four week period, be entitled to receive Employee’s compensationhereunder for a period of up to and including a maximum of one year or until he is no longerdisabled, whichever occurs first. After one year of disability at full salary, the Employee, or hisdesignated beneficiary, shall be provided with a disability insurance policy, if available, at nocost to Employee. The disability income policy would provide for monthly income benefits at therate of sixty percent (60%) of the Employee’s base salary at the time the disability occurred. TheCompany will attempt to procure a disability income policy that would provide monthly benefitsuntil the Employee reaches 65 years of age or is no longer disabled whichever occurs first. If sucha policy is unavailable, the Company will attempt to provide the best policy available. If nopolicy is available, no other disability income benefits will be provided.     12.**TERMINATION.**This Employment Agreement may be terminated under the followingcircumstances:     A)******WITHOUT CAUSE.** Employer may terminate this Agreement atany time upon thirty (30) days written notice to Employee, but Employer shall beobligated to pay to Employee compensation in a lump sum for the balance of theterm of this Agreement within 30 days of termination, unless Employee agrees toother payment terms.     B)******VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE.** Employee may terminate this Agreement at any time upon thirty (30)days written notice to Employer and Employer shall be obligated, in that event, topay Employee compensation up to the date of the termination only. All accruedbut unpaid compensation and Employee benefits shall be paid in cash within 30days of termination, unless Employee agrees to other payment terms.     C)******TERMINATION BY EMPLOYER FOR REASONABLE****CAUSE.** The Employer may terminate this Agreement for reasonable cause uponthe unanimous vote of the Board of Directors and by thirty (30) days writtennotice to the Employee and Employer shall be obligated, in that event, to payEmployee compensation up to the date of termination only. For purposes hereof,“cause” shall be defined as meaning (i) such conduct by the Employee whichconstitutes material breach of this Agreement which is not cured within ninety(90) days of written notice to the Employee of said alleged breach or (ii) amaterial failure to competently perform Employee’s duties as stated in paragraph 1in accordance with applicable professional standards as stated in paragraphs 1 and8 hereof provided that Employer has previously given Employee written noticeand a reasonable opportunity to remedy such failure and such failure has amaterially adverse effect on the business or financial condition of Employer or(iii) material breach of Employee’s fiduciary duty and such breach has a materialadverse effect on the business or financial condition of Employer or (iv)egregiously improper or illegal conduct of the Employee which, based upon aunanimous good faith determination of the Board of Directors of the Employer,has a material adverse affect on Employer.
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     D) **TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE.** Employee may terminate thisAgreement for cause. In such event, Employer shall be obligated to pay Employeecompensation in lump sum for the balance of the term of this Agreement within 30 days oftermination or as Employee shall agree, plus damages suffered and expenses incurred byreason thereof. For this purpose “cause” shall mean (i) a material breach of thisAgreement by Employer or (ii) failure of Employer to pay any amount owed Employeehereunder at the time and in the amount due or (iii) failure of Employer to followapplicable law, especially with respect to SEC filings and compliance over the objectionof Employee or contrary to the reasonable advice of Employee or (iv) egregiously improperconduct with respect to dealing with Employee or in a manner which brings discredit toEmployee.     13.** ****CONFIDENTIALITY.** Employee agrees not to disclose anyconfidential, proprietary competitively sensitive information to persons who are notemployees, directors, lenders, bonding agents, insurance companies or advisors of theEmployer, except as required by law, without prior consent of the Employer; providedhowever, any disclosure involving this paragraph shall not result in a breach of thisAgreement unless the disclosure has a materially adverse effect on the Employer.     14.** ****INDEMNIFICATION.** Employer and Meadow Valley Contractors, Inc.shall provide Employee with an Officer Indemnification Agreement in the form attachedhereto.     15. **NOTICES.** All notices, demands, and communications given under this Agreement(“Notice”) shall be in writing and delivered personally or sent by registered or certified mail,return receipt requested, in the United States mail, postage prepaid, addressed as follows:If to Employer:Meadow Valley Corporation