<PAGE>

                                                                  EXHIBIT 10.253

                              SUBCONTRACT AGREEMENT

Project No. 2303                                     Subcontract No.2303-1000-6

Prime Contract: DACW09-03-B-0005

PROJECT: UPPER BLUE DIAMOND DIVERSION CHANNEL

OWNER: UNITED STATES GOVERNMENT

PROJECT LOCATION: LAS VEGAS, NEVADA.

CONTRACT DOCUMENTS consist of this Subcontract, the Project Plans and
Specifications as set forth in the Special Provisions, including all amendments,
addendum and subsequent modifications issued thereto.

THIS AGREEMENT (hereinafter "the Subcontract") is entered into in consideration
of the mutual promises made this 23rd day of September, 2003 between Wiser
Construction, Limited-Liability Company, (hereinafter called the Contractor"),
and Meadow Valley Contractors, Inc.(hereinafter called the "Subcontractor"), who
is:

MEADOW VALLEY CONTRACTORS

ATTN: ROBERT TERRIL

4635 ANDREWS STREET, SUITE F

NORTH LAS VEGAS, NEVADA  89030

OFFICE PHONE: (702) 643-9472

OFFICE FAX: (702) 643-6953

MOBILE PHONE: (702) 493-6416_

DEREK HARE (P.M): (702) 491-3994; BUDDY HALL (SUPT.) (702)491-0270

CONTRACTOR AND SUBCONTRACTOR AGREE AS FOLLOWS:

1.       CONTRACT DOCUMENTS

         1.1 The Contract Documents of this Subcontract consist of this
         Agreement, including all exhibits and other documents attached hereto
         or made a part thereof by reference, and the Prime Contract between the
         Owner and Contractor (hereinafter "the Prime Contract"), including all
         exhibits and other documents attached thereto or made a part thereof by
         reference. (All Contract Documents identified herein shall be
         hereinafter collectively referred to as "the Contract Documents").

                                       1
<PAGE>

         1.2      The Contract Documents are available in the Contractor's
                  office. Subcontractor acknowledges that it has carefully
                  examined the Contract Documents and fully understands them.
                  Printed copies of any of the Contract Documents will be
                  provided to Subcontractor, upon request, for a nominal fee. A
                  CD with the full contract specifications, drawings, and
                  addenda will be provided to the subcontractor at no charge.
                  The Contract Documents are also available for download on the
                  internet at WWW.spl.usace.army.mil/.

         1.3      Subcontractor is bound to the Contractor to the same extent
                  and duration that Contractor is bound to the Owner. In case of
                  conflicts or inconsistencies between this Subcontract and the
                  Contract Documents, the Subcontract shall control unless any
                  other Contract Document expressly provides otherwise.
                  Subcontractor shall bind lower tier subcontractors and
                  suppliers to full compliance with all Contract Documents,
                  including all performance obligations and responsibilities
                  which Subcontractor assumes toward Contractor.

2.       SCOPE of WORK

         2.1      Subcontractor agrees to furnish all labor, materials,
                  equipment and work required to fully complete all of the
                  following items of work ("the Subcontract work"):As per the
                  attachment 'A' bid line items from the contract documents
                  listed above. (as per attachment "B" of Subcontractor's quote)

         2.2      Subcontractor agrees to perform the Subcontract work, under
                  the direction of Contractor, in a good and workmanlike manner
                  to the satisfaction of the Contractor and the Owner.
                  Subcontractor agrees to provide and pay for all labor,
                  materials, tools, supplies and equipment, and all other
                  things, except as otherwise provided herein, to perform the
                  Subcontract work in strict conformance with the Contract
                  Documents.

         2.3      All work will be complete and include incidental items for
                  each feature of work as written in the contract plans and
                  specifications. Any additional testing required above and
                  beyond specifications will be responsibility of subcontractor.

         2.4      Placement of work will be accurately done by subcontractor
                  from survey stakes provided by Wiser Construction. Additional
                  survey work to replace markers will be at the subcontractors
                  cost. Subcontractor is responsible for survey stakes once the
                  areas have been staked.

3.       CONTRACT PRICE and PAYMENTS

         3.1      In reference to attachment 'A' bid item numbers;
                  14,15,16,17,18,19,21,24,25,26,27,28,29,30,31,32,33,34,35,36,3
                  741,42,43,44,45,46,47,48,56,58,86,90,91,92,93,94,95,96,97,98,
                  99100,102,104,105,107,111,112,114,118,119,120,121,122, and in

                                       2
<PAGE>

                  consideration of the complete and timely performance of all
                  Subcontract work, Contractor agrees to pay Subcontractor the
                  sum of $9,492,800.00 (Nine Million Four Hundred Ninety-Two
                  Thousand Eight Hundred Dollars) subject to quantity
                  adjustments as per the contract specifications. (as per
                  attachment "B" of Subcontractor's quote)

         3.2      At this time the Government has not awarded the project. Until
                  such time as the Government awards the project, the
                  Subcontractor is not to execute any such work until the
                  Government and Wiser Construction, LLC issue an official
                  Notice to Proceed. If the Government never exercises its
                  option upon the project, then Wiser Construction, LLC. has no
                  obligation to Subcontractor for these items in any way.

         3.3      By the FOURTEENTH day of each month, Subcontractor shall
                  submit to Contractor a monthly billing showing the estimated
                  percentage of Subcontract work that has been satisfactorily
                  completed, in each bid line item, in the preceding month
                  together with the original executed Conditional Release
                  verifying payment of all lower tier subcontractors, laborers
                  and material suppliers. Subcontractor further agrees to
                  provide all EEO reports, certified payroll, and/or other
                  reports as may be required by the Contract Documents.

         3.4      Paid When Paid - Progress payments will be made by Contractor
                  to Subcontractor within 15 working days after Contractor
                  actually receives payment for Subcontractor's work from Owner.
                  The progress payment to Subcontractor shall be the value of
                  Subcontract work during the preceding month as determined by
                  Owner. The progress payment shall be conditional upon receipt
                  of a Conditional Release executed by Subcontractor, in a form
                  satisfactory to Contractor, and in favor of Contractor,
                  covering payment to be made by Contractor. Retainage will not
                  be withheld unless withheld or directed to be withheld by
                  Owner.

         3.5      Contractor shall have the right at all times to contact
                  Subcontractor's subcontractors and suppliers to verify that
                  they are being paid by Subcontractor for labor or materials
                  furnished for use in the Subcontract work, If it appears that
                  labor, material or other costs incurred in the performance of
                  the Subcontract Work are not being paid when due, Contractor
                  may take whatever steps it deems necessary to insure that the
                  progress payments will be utilized to pay such costs,
                  including, but not limited to, the issuance of joint checks
                  payable to the claimant and Subcontractor, or additionally,
                  making payment directly to claimant after notice to
                  Subcontractor. If such payment by Contractor exceeds the
                  balance of payments due or to become due to Subcontractor from
                  Contractor, then Subcontractor shall be liable to Contractor
                  for the difference, plus a not to exceed fee of 7%.

         3.6      Subcontractor shall furnish to Contractor a verified and
                  itemized statement showing the names and addresses of all

                                       3
<PAGE>

                  entities who have furnished or may furnish labor, materials,
                  and/or equipment for the Subcontract work together with the
                  amount due or to become due for such work.

         3.7      The withheld retention, if withheld by Owner, or directed to
                  be withheld by Owner, shall be payable to Subcontractor upon,
                  and only upon, the occurrence of all of the following events,
                  each of which is a condition precedent to Subcontractor's
                  right to receive final payment hereunder and payment of such
                  retention: (a) Completion of the entire project described in
                  the Contract Documents; (b) The approval and final acceptance
                  of the project work by Owner; (c) Receipt of final payment by
                  Contractor from Owner; (d) Delivery to Contractor of a Release
                  and Waiver of Claims from all of Subcontractor's laborers,
                  material and equipment suppliers, and subcontractors providing
                  labor, materials or services to the Project; and (e)
                  Acceptance of final payment shall constitute a waiver of all
                  claims by Subcontractor relating to the Subcontract work
                  except as may be otherwise provided in the Final Release.

         3.8      Subcontractor agrees that Contractor shall have no obligation
                  to pay Subcontractor for any changed or extra work performed
                  by Subcontractor until or unless the Owner has actually paid
                  Contractor for such work, or unless extra work is directed by
                  Contractor in writing.

         3.9      Progress payments and Final Payment shall not be considered or
                  construed as evidence of acceptance of any part of
                  Subcontractor's work until final acceptance of the Project by
                  the Owner.

         3.10     Required warranty, guarantee, as built drawings, governing
                  body inspection records and such close out documentation shall
                  be promptly provided to Wiser Construction,LLC. for submission
                  and approval of owner prior to final payment releases.

4.       PROSECUTION of WORK

         4.1      TIME IS OF THE ESSENCE OF THIS SUBCONTRACT:

         (a) The required number of copies of all Subcontractor submittals per
         the specifications shall be received by Contractor within
         ______30_______ days of the date from Award letter to Contractor from
         Owner, unless otherwise agreed to in writing by the Contractor.
         Subcontractor agrees to provide plan sized sheets for all submittals of
         minimum size 8 1/2" by 11". Product specifications shall be provided in
         standard 8 1/2" by 11" paper, three hole punched for insertion into
         three ring binders. This is a Metric project. All data must be
         expressed in Metric units of measure. All submittals are to reference
         the specification number per the submittal log included in the
         specs.Submittals are to be originals, not photocopied, and must be
         submitted per the specs.

         (b) Any delays in the submittal process caused in whole or in

                                       4
<PAGE>

         part by the Subcontractor may be grounds for immediate termination of
         this Subcontract Agreement and subject Subcontractor to damages as
         provided in Sections 8 and 9 below.

         Subcontractor agrees to commence the Subcontract work within 5 calendar
         days after receiving notification to proceed, and to proceed at such
         points as Contractor may designate, and to continue diligently in its
         performance in accordance with the Contractor's agreed upon project
         schedule and at a pace that will cause no delay in the progress of the
         Contractor's or any other Subcontractor's work. Subcontractor agrees to
         perform the work in accordance with the Contractor's schedule, in order
         to cause no delay or disruption to the Contractor or other
         Subcontractors.

         4.2      Upon request, Subcontractor shall promptly provide Contractor
                  with scheduling information or any other information relating
                  to the order or nature of the Subcontract work. Subcontractor
                  agrees that Contractor may revise the project schedule as work
                  progresses. Contractor may require Subcontractor to prosecute
                  segments of the Subcontract work in phases as Contractor may
                  specify. Subcontractor shall comply with instructions given by
                  Contractor, including any instructions to suspend, condense,
                  delay or accelerate the Subcontract work. Subcontractor shall
                  not be entitled to any extra compensation from Contractor for
                  any suspension, condensation, delay or acceleration unless
                  specifically agreed to in writing by Contractor and Owner and
                  paid for by Owner. The Owner's payment to Contractor of extra
                  compensation for any such suspension, delay, or acceleration
                  shall be a condition precedent to Subcontractor's right, if
                  any, to receive such extra compensation from Contractor.

         4.3      Subcontractor shall keep the building and Project Site
                  reasonably clean of debris resulting from the performance of
                  its work and shall remove from the Project Site all debris
                  generated by the execution of the Subcontract work.

         4.4      Subcontractor, in undertaking to complete the Subcontract work
                  within the time specified, avows that it has considered
                  ordinary delays incident to such work; including, but not
                  limited to, delays in securing material, equipment or workmen
                  and minor changes, omissions or alterations. Should
                  Subcontractor be substantially delayed by changes, omissions
                  or additions, by unavoidable casualty, severe weather
                  conditions, or by strikes or lockouts not caused by the acts
                  of Subcontractor, Subcontractor shall notify Contractor in
                  writing within forty-eight (48) hours after such occurrence,
                  and Subcontractor shall be allowed such time extension as
                  Owner and/or Contractor shall award. No time extension will be
                  allowed for delays or suspensions or work caused or
                  contributed to by Subcontractor, and no time extension will be
                  granted Subcontractor that will render Contractor liable for
                  liquidated damages or other loss under the Prime Contract.

         4.5      In addition to other damages and remedies provided in this

                                       5
<PAGE>

                  Subcontract, Subcontractor agrees to pay any liquidated
                  damages that may be assessed against Contractor by the Owner,
                  as provided in the Prime Contract, for any project delays
                  caused by Subcontractor. Such damages shall be paid for each
                  working day the Subcontract work remains incomplete beyond the
                  time specified for subcontract completion plus any extension
                  thereof agreed to in writing by the Contractor.

         4.6      Contractor shall not be liable to Subcontractor for delay
                  caused by reason of fire or other casualty, or on account of
                  riots, strikes, labor trouble, acts of God, flood, cataclysmic
                  event, or by reason of any other event or cause beyond
                  Contractor's control, or contributed to by Subcontractor.
                  Subcontractor will be added to flood insurance (builders
                  risk). Cost of premium and deductible, if applicable, will be
                  split between Contractor and Subcontractor.

         4.7      All Subcontract work done and all Subcontract materials
                  delivered to the project site shall become Contractor's
                  property, and said material shall not be removed by
                  Subcontractor or any other party from the project site without
                  Contractor's consent. After completion and final acceptance of
                  the Subcontract work and final payment, Subcontractor shall
                  promptly remove all remaining materials, equipment and debris
                  of Subcontractor.

5.       CHANGES and CLAIMS

         5.1      Contractor may order or direct changes, additions, deletions
                  or other revisions in the Subcontract work without
                  invalidating the Subcontract. No changes, additions, deletions
                  or other revisions to the Subcontract shall be valid unless
                  made in writing.

         5.2      Subcontractor, prior to the commencement of such changed or
                  revised work, shall submit promptly to Contractor written
                  copies of the cost or credit proposal for changes, additions,
                  deletions or other revisions in a manner consistent with the
                  Contract Documents. Contractor shall not be liable to
                  Subcontractor for a greater sum than Contractor obtains from
                  Owner for such additional work, less reasonable overhead and
                  profit due to Contractor, and also less professional and
                  attorney's fees, costs, and other expenses incurred by
                  Contractor in the collection of any such sum. Payment to
                  Subcontractor for such work shall be conditioned upon
                  Contractor's actual receipt of payment from the Owner and such
                  payment by Owner to Contractor is a condition precedent to
                  Contractor's obligation, if any to make payment to
                  Subcontractor.

         5.3      In any dispute between Contractor and Owner as to amount,
                  classification, price, time or value of Subcontract Work, or
                  any Subcontract material or supplies, or any delay in the
                  prosecution of the Subcontract work caused by Owner, or any
                  other matter whatsoever pertaining to the Subcontract work,
                  Subcontractor agrees to promptly and adequately provide

                                       6

<PAGE>
                  Contractor with whatever documentation or support as
                  Contractor may deem necessary to negotiate with Owner.

         5.4      Contractor may dispute, appeal, resist, litigate or arbitrate
                  any decision of Owner, without being deemed to have admitted
                  any obligation or liability to Subcontractor, and if the
                  decision shall be against Contractor, then Subcontractor shall
                  be bound thereby. Subcontractor may, at is own expense,
                  participate with Contractor in arbitration or legal
                  proceedings. Subcontractor shall bear part of all costs,
                  including attorneys' fees and legal expenses, incurred by
                  Contractor in any such proceedings involving a claim, which if
                  allowed, would result in one or more payments to
                  Subcontractor. Subcontractor's costs shall be in the same
                  proportion that the amount claimed by Subcontractor shall bear
                  to the total amount sought in the proceeding. Prosecution of
                  any such claim or proceeding shall be at the sole risk of
                  Subcontractor, and Contractor shall have no liability for or
                  in relation to the outcome.

6.       ASSIGNMENTS

         6.1      Subcontractor shall not assign or sublet the Subcontract or
                  any part of the Subcontract work, or any payments due
                  hereunder, without prior written consent of Contractor. Any
                  such assignment made by Subcontractor without Contractor's
                  prior written consent is void. Proper use of an approved fund
                  control provider shall not constitute an assignment.

7.       TAXES

         7.1      All applicable taxes, contributions, interest and/or penalties
                  due under any federal, state or municipal statute or
                  regulation arising from Subcontractor's Work are included in
                  the price to be paid to Subcontractor under the Subcontract,
                  Subcontractor shall indemnify, defend, and save Contractor and
                  Owner harmless from all liability, loss, and expense resulting
                  from Subcontractor's failure to satisfy such obligations.
                  Subcontractor shall, on demand, provide proof that all taxes
                  and other charges are being pronerly paid.

         7.2      If Contractor directly pays, or is assessed or charged for any
                  Subcontractor taxes, contributions, interest or penalties,
                  Contractor shall have the right to withhold such amounts from
                  funds due or to become due under the Subcontract.

8.       DEFAULT and TERMINATION

         8.1      If, in the opinion of Contractor, Subcontractor fails, at any
                  time, to supply a sufficient number of properly skilled
                  workmen or sufficient materials and equipment of the proper
                  quality; or fails to adequately or timely perform the
                  Subcontract work to the satisfaction of Contractor or Owner;
                  or becomes insolvent or makes any filing under the Acts of
                  Congress relating to bankruptcy; or fails, neglects and/or

                                       7
<PAGE>

                  refuses to comply with the project plans and specifications;
                  or fails to perform the Subcontract work in a good and
                  workmanlike manner; or causes any stoppage of the work of the
                  other trades upon the project; or fails to correct defective
                  work; or fails to comply in any other respect with the terms
                  and conditions of the Subcontract, Contractor may declare a
                  default by Subcontractor as herein provided.

         8.2 Contractor shall provide prompt written notice of default to
         Subcontractor, by certified mail or as may otherwise be considered to
         reasonably provide notice to Subcontractor at Subcontractor's place of
         business described above. Such notice shall be complete upon deposit at
         a regular receptacle of the U.S. Postal Service or upon actual hand
         delivery as provided herein. In the event of default by Subcontractor
         as provided above, Contractor may, at his option, demand Subcontractor
         cure or otherwise correct the default and breach within five calendar
         days after receipt of written notice by Contractor. If, after five
         days, Subcontractor has failed to cure and correct the default,
         Contractor may, at his sole option, provide any such labor, materials
         or equipment as may be necessary to complete the Work covered by this
         Subcontract Agreement and thereafter deduct the cost thereof from any
         money then due or thereafter to become due to Subcontractor under this
         Agreement. Alternatively, Contractor may terminate Subcontractor's
         right to proceed with the Work and thereafter enter upon the premises
         and take control of all materials, tools, equipment, and appliances of
         Subcontractor, and may employ any other person, persons, or
         organizations to finish the Work and provide the labor, materials and
         equipment to accomplish that purpose. Following completion of the Work
         by the Contractor or other persons or organizations, all unused
         materials, tools, equipment, and/or appliances shall be returned to
         Subcontractor. Subcontractor shall not be entitled to rent or payment
         of any kind for the use of Subcontractor owned equipment or materials,
         nor shall Contractor be liable for any damages arising from said use
         unless resulting from gross negligence, or willful destruction by
         Contractor.

         In the event Subcontractor has provided a payment or performance bond
         to Contractor, in accordance with Section 10 of this Agreement, and
         following expiration of the five days cure period, Contractor will make
         notice and demand by registered mail upon Subcontractor's surety to
         complete the Work covered by this Subcontract Agreement. In the event
         Subcontractor's surety fails to notify Contractor within 10 days after
         receipt of notice and demand by Contractor of surety's election to
         complete the Work on behalf of Subcontractor, such failure shall be
         deemed a waiver by surety to exercise its rights to complete the Work.
         Thereafter, Contractor may at his sole option, complete the Work as
         otherwise provided by this section.

         8.2      Future Payments: In case of any such termination of
                  Subcontractor's right to proceed with the Work, Subcontractor
                  shall not be entitled to receive any further payment under
                  this Subcontract Agreement until the Work undertaken by
                  Contractor in his Prime Contract is completely finished. At
                  that time, if the unpaid balance of the amount to be paid

                                       8
<PAGE>

                  under this Agreement exceeds the expense incurred by
                  Contractor in finishing Subcontractor's Work, such excess
                  shall be paid by Contractor to Subcontractor; but, if such
                  expense shall exceed the unpaid balance, then Subcontractor
                  shall promptly pay to Contractor the amount by which such
                  expense exceeds the unpaid balance.

         "Expense" as referred to in this Section shall include all direct and
         indirect costs incurred by Contractor for furnishing labor, materials,
         and equipment, to complete the Work covered by this Subcontract
         Agreement. "Expense" shall further include, but shall not be limited
         to, Replacement Subcontractor costs, liquidated damages incurred by
         Contractor, extended field office overhead, Contractor's attorneys fees
         and costs, and any and all other damages sustained by Contractor by
         reason of Subcontractor's default.

         8.4 Contractor Rates to Complete the Work: In the event Contractor
         elects to use its own labor forces to complete Subcontractor's Work,
         Subcontractor and Subcontractor's surety agree to pay Contractor for
         such Work at the following rates: a) Labor -- At Contractor's then
         prevailing labor rates, plus labor burden, including, but not limited
         to, employment taxes, liability insurance, workmen compensation
         insurance, and health insurance; b) Contractor Owned Equipment -- At
         the then prevailing Equipment Rental Rates as established by the Blue
         Book for Construction Equipment as published by DataQuest; All rental
         costs shall be determined by dividing the monthly rental rate by
         twenty-two days per month to determine a daily rental rate. Hourly
         rental rates shall be determined by dividing the daily rate by eight;
         c) Materials and Rental Equipment -- Direct Invoice Costs, including
         transportation, if any; d) Other Direct Costs -- Any and all other
         costs sustained by Contractor; e) Field and home office overhead; f)
         Ten per cent profit on all expenses indicated in are above.

         In lieu of computing overhead, as provided for above, Contractor may,
         at his sole option, elect to assess a charge, on items a, b, and c
         above, of 5% for General Overhead expense. In addition, Contractor may
         assess a charge on items a, b, and c above of 10% for profit.
         Contractor shall also be entitled to an additional markup of 5% for
         General Overhead and 10% for Profit on all expenses and costs incurred
         pursuant to items d and e above.

         8.5      If the cost to complete the Subcontract Work is more than the
                  unpaid balance of the Subcontract then Subcontractor shall be
                  liable to Contractor for the deficiency, and Contractor may
                  hold, sell or otherwise dispose of any of Subcontractor's
                  materials or equipment, or take other steps to collect the
                  deficiency, including making a claim against Subcontractor's
                  surety.

         8.6      Whether Contractor exercises one or more of the above options
                  or rights, nothing contained herein shall release
                  Subcontractor from liability for damages for delay in not
                  satisfactorily completing the Subcontract Work within the
                  specified time. Subcontractor agrees in the event of default
                  that it will immediately assign and turn over to

                                       9
<PAGE>

                  Contractor all sub- subcontracts, material contracts, or
                  orders, bills of lading for material en route, and any other
                  necessary data or information that would minimize the cost of
                  completion of the Subcontract Work.

9.       TERMINATION for CAUSE

         9.1 The Contractor may order the Subcontractor in writing to suspend,
         delay or interrupt all or any part of the Subcontractor's Work for such
         period of time as may be determined to be appropriate for the cause of
         the Contractor or Owner. Neither the contract price nor the contract
         time shall be adjusted under this article for any suspension, delay or
         interruption to the extent that performance would have been so
         suspended, delayed or interrupted by the fault or negligence of the
         Subcontractor. In the event the Prime Contract is terminated prior to
         its completion, Subcontractor shall be entitled only to payment for the
         Work actually completed by it at the pro rata price herein set forth
         unless Contractor itself receives additional compensation or damages on
         account of such termination; in which event, Subcontractor shall be
         entitled to such proportion of the additional compensation or damages
         actually received as is equitable under all of the circumstances.
         Nothing herein shall require Contractor to make any claim against Owner
         for such additional compensation or damages in the event of termination
         before completion, and it is specifically agreed that the failure of
         Contractor to prosecute any such claim against Owner shall not entitle
         Subcontractor to any claim for additional compensation or damages
         against Contractor.

         In the event this Agreement is terminated for cause, Subcontractor
         shall not be entitled to receive any further payment except as provided
         in Section 8 above.

10.      BONDS

         Performance and payment bond is required of the subcontractor for any
         portion of the subcontractors work, (bond price included by
         subcontractor)

11.      INDEMNITY and INSURANCE

         11.1     INSURANCE REQUIREMENTS: Subcontractor agrees to procure and
         maintain, at his sole cost and expense, the following insurance
         coverages:

                  1. Workers Compensation: Coverage A. Statutory policy form;
                  Coverage B. Employer's liability; Bodily injury by accident -
                  $1,000,000 each accident; Bodily injury by disease -
                  $1,000,000 policy limit; Bodily injury by disease - $1,000,000
                  each employee.

                  2. Commercial Auto Coverage: Auto liability limits of not less
                  than $1,000,000 each accident combined bodily injury and
                  property damage liability insurance including, but not limited
                  to, owned autos, hired or non-owned autos.

                  3. Comprehensive General Liability or Commercial General

                                       10
<PAGE>

                  Liability: The limits of liability shall nor be less than: a)
                  Comprehensive General Liability: $1,000,000 combined single
                  limit bodily/property damage per occurrence or, b) Commercial
                  General Liability: The limits of liability shall not be less
                  than: Each Occurrence Limit - $1,000,000; Personal Advertising
                  Injury Limit $1,000,000; Products Completed Operations
                  Aggregate Limit - $1,000,000 General Aggregate Limit -
                  $1,000,000 (other than products-completed operations).

                  Both policy forms must include: a) Premises and operations
                  with no X, C or U exclusions; b) Products and completed
                  operations coverage (Subcontractor agrees to maintain this
                  coverage for a minimum of 1 year following completion of his
                  work); c) Full blanket contractual coverage; d) Broad form
                  property damage including completed operations or its
                  equivalent; e) An endorsement naming Wiser Construction,
                  Limited-Liability Company and any other required interests as
                  additional insured (s); f) An endorsement stating: "Such
                  coverage as is afforded by this policy for the benefit of the
                  additional insured (s) is primary and any other coverage
                  maintained by such additional insured (s) shall be
                  noncontributing with the coverage provided under this policy.
                  "

                  4. Other Requirements:

                       a)  All policies must contain an endorsement affording an
                           unqualified thirty (30) days notice of cancellation
                           to the additional insured (s) in the event of
                           cancellation or reduction in coverage. b) All
                           policies must be written by insurance companies whose
                           rating in the most recent Best's rating guide, is not
                           less than A:V. c) Certificates of insurance with the
                           required endorsements evidencing the coverage must be
                           delivered to Wiser Construction prior to commencement
                           of any work under this contract. d) If the
                           Subcontractor fails to secure and maintain the
                           required insurance, Wiser Construction,
                           Limited-Liability Company shall have the right
                           (without any obligation to do so, however) to secure
                           same in the name and for the account of the
                           Subcontractor in which event the Subcontractor shall
                           pay the costs thereof and furnish upon demand all
                           information that may be required in connection
                           therewith.

                        b) The Contract Documents contain specific requirements
                           for listing additional insured parties. These
                           requirements must be met prior to executing any work
                           on the project site. Section 1200, P. 17.

         11.2     INDEMNIFICATION:

                  1. General Indemnity: The insurance maintained by
                  Subcontractor in accordance with Section 11.1 shall insure the
                  performance of Subcontractor's indemnification obligations as
                  set forth herein. All work covered by this agreement that is
                  performed at the project sire, or performed

                                       11
<PAGE>

                  in preparing or delivering materials or equipment to the
                  project site -- or in providing services for the project --
                  shall be at the sole risk of the Subcontractor. Subcontractor
                  shall, to the fullest extent permitted by law, with respect to
                  all such work which is covered by or incidental to this
                  agreement defend all claims through legal counsel acceptable
                  to Wiser Construction, Limited-Liability Company, and
                  indemnify and hold Wiser Construction, Limited-Liability
                  Company, Wiser Construction, Limited-Liability Company's
                  insurance company, Owner and any other interested party
                  designated by Wiser Construction, Limited-Liability Company,
                  or their agents, employees or representatives (collectively
                  referred to as "Indemnities") harmless from and against any
                  claim, liability, loss, damage, cost, expense, including
                  attorney's fees, award, fines or judgments arising by reason
                  of the death or bodily injury to persons, injury or damage to
                  tangible property (other than the Work itself), including the
                  loss of use therefrom, construction whether or not it is
                  caused in part by an Indemnity; provided, however, that the
                  Subcontractor shall not be obligated under this agreement to
                  indemnify the Indemnities with respect to damages which are
                  ultimately determined to be due to the sole negligence or
                  willful misconduct of the Indemnities.

                  2. Indemnity Not Limited: In any and all claims against the
                  Indemnities by any employee of the Subcontractor, or
                  Sub-subcontractor, anyone directly or indirectly employed by
                  any of them or anyone for whose acts any of them may be
                  liable, the indemnification obligation under this Paragraph
                  shall not be limited in any way by any limitation on the
                  amount or type of damages, compensation or benefits payable
                  under any workers' or workmen compensation acts, disability
                  benefit acts or other employee benefit acts. Said indemnity is
                  intended to apply during the period of this Agreement and
                  shall survive the expiration or termination of the Agreement
                  until such time as action on account of any matter covered by
                  such indemnity is barred by the applicable Statute of
                  Limitations.

         11.3 INSURANCE CERTIFICATES: Prior to commencement of the Subcontract
         work, Subcontractor shall furnish Contractor with a copy of a
         certificate from its insurance carrier indicating coverage in force
         with the applicable limits, including Workers Compensation, and all
         such certificates must provide that Contractor will be given at least
         thirty (30) days advance notice by mail in the event of any material
         change in or cancellation of the Subcontractor insurance policies or
         coverage.

12.      WARRANTIES and GUARANTEE

         12.1     Subcontractor warrants and guarantees that all material and
                  equipment furnished and incorporated by it in the project
                  shall be new unless otherwise specified, and that the material
                  and work under the Subcontract as completed and in place shall
                  be of good quality, free from faults and defects, and in
                  conformance with the Contract Documents.

                                       12
<PAGE>


         12.2     Subcontractor agrees to promptly repair, rebuild, replace or
                  make good, without cost to Contractor or Owner, any defects
                  due to faulty workmanship and/or materials which may appear
                  within the guarantee or warranty period established in the
                  Contract Documents. Subcontractor's guarantee shall be for a
                  period of one year from date of final acceptance of the
                  project by Owner, as stated in the specifications.
                  Subcontractor shall require similar guarantees from all
                  vendors and lower tier Subcontractors.

                                       13
<PAGE>

         12.2     Subcontractor shall pay for all changes to the work resulting
                  from defects in workmanship or materials and all expenses
                  necessary to fully and satisfactorily replace or repair any
                  other work, including that damaged or disturbed by making
                  replacements or repairs. This guarantee is in addition to all
                  other guarantees, warranties and rights contained in the
                  Contract Documents.

13.      PATENTS

         13.1     Subcontractor agrees to pay all applicable patent royalties
                  and license fees and to defend all suits or claims made for
                  infringement of any patent rights involved in the Subcontract
                  Work.

14.      COMPLIANCE with REGULATIONS, APPLICABLE LAW and SAFETY

         14.1     All work, labor, services and materials to be furnished by
                  Subcontractor must strictly comply with all applicable
                  federal, state, and local laws, rules, regulations, statutes,
                  ordinances, building codes, and directives now in force or
                  hereafter in effect as may be required by the Prime Contract.
                  Subcontractor shall satisfy and comply with the foregoing a
                  part of the Subcontract without any additional compensation.

         14.2     Subcontractor agrees that the prevention of accidents to
                  workmen engaged in the work under the Subcontract is solely
                  its responsibility. If requested, Subcontractor shall submit a
                  safety plan for review by Contractor. Contractor's review of
                  any safety plan shall not be deemed to release Subcontractor,
                  or in any way diminish its indemnity, or other liability as
                  assumed under the Subcontract. Nor shall it constitute an
                  assumption of liability by Contractor,

         14.3     When so ordered, Subcontractor shall stop any part of the
                  work, which Contractor deems unsafe until corrective safety
                  measures satisfactory to Contractor have been taken. Should
                  Subcontractor neglect to adopt such corrective measures,
                  Contractor may do so and deduct the cost from payments due or
                  to become due to Subcontractor. Subcontractor shall timely
                  submit copies of all accident or injury reports to Contractor.

         14.4     Subcontractor is specifically noticed to those Federal
                  and State Equal Opportunity Employment Regulations as set
                  forth in the provisions or the Special Provisions to the Prime
                  Contract, and will comply with all Prime Contract
                  Requirements.

15.      DAMAGE to WORK

         15.1     All loss or damage to Subcontractor's work resulting from any
                  cause whatsoever, unless Subcontractor provides proof that
                  damage was caused by other jobsite Subcontractor or
                  Contractor, shall be borne and sustained by Subcontractor and
                  shall be solely at its risk until final acceptance by
                  Contractor, Owner or Owner's Representative. Subcontractor

                                       14
<PAGE>

                  shall at all times and at is sole expense fully secure and
                  protect against any damage, injury, destruction, theft or
                  loss, all work and all labor, materials, supplies, tools and
                  equipment furnished by Subcontractor or its
                  sub-subcontractors, laborers and material men. Subcontractor
                  shall at its sole expense promptly repair or replace damage to
                  the work of others, or to any part of the project, resulting
                  from its activities. Subcontractor shall not travel outside
                  the TCE's or will incur the cost for additional soil
                  stabilization, planting, or seeding.

16.      INSPECTION and APPROVALS

         16.1     Contractor and Owner at all times shall have the right to
                  inspect Subcontractor's materials, workmanship and equipment.
                  Subcontractor shall provide facilities necessary to effect
                  such inspection, whether at the place of manufacture, the
                  project site, or any intermediate point. This right of
                  inspection may be exercised at any time during performance of
                  the Subcontract Work.

         16.2     Any Subcontract Work or material furnished that fails to meet
                  the requirements or specifications of the Contract Documents
                  or the Subcontract shall be promptly removed and replaced by
                  Subcontractor at its own cost and expense. If, in the opinion
                  of Contractor or Owner, it would not be economical or
                  expedient to correct or remedy all or any part of the rejected
                  Subcontract Work or materials, then Contractor at is option
                  may deduct from payments due or to become due to Subcontractor
                  either: (a) such amount as in Contractor's sole judgment
                  represents the difference between the fair value of the
                  Subcontract Work and materials rejected and the value if same
                  had been performed in full compliance with the Contract
                  Documents; or (b) such reductions in price as are provided for
                  or determined for this purpose under the Contract Documents.


         16.3     The Subcontractor shall keep and maintain and require its
                  Subcontractors and suppliers to keep and maintain all books,
                  papers, records, files, accounts, reports, bid documents with
                  backup data, and all other material relating to the Contract
                  Documents and project according to the Standard
                  Specifications.

         16.4     All of the material set forth in paragraph 16.3 shall be made
                  available both to the Owner and to Contractor for auditing
                  inspection and copying and shall be produced, upon request, at
                  either the Owner's offices located at Jobsite or such other
                  place as Contractor may specify. Said request for information
                  shall be limited to instances when specifically required to
                  comply with a request for information by the Owner, and should
                  not be construed as a general right by Contractor to request
                  proprietary or privileged information of Subcontractor.

17.      ARBITRATION

                                       15
<PAGE>

         17.1     When arbitration is available by the Prime Contract,
                  Contractor shall have the option, and Subcontractor shall be
                  required, to resolve all claims, disputes and matters in
                  question arising out of, or relating to the Subcontract, or
                  breach thereof, except for claims which have been waived by
                  the making or acceptance of final payment, by submission to
                  arbitration in the time periods and in accordance with the
                  sections, of the Standard Specifications.

         17.2     In accordance with paragraph 17.1, Subcontractor hereby waives
                  its right to otherwise litigate any and all such disputes,
                  claims and matters in question in any court or governmental
                  tribunal in any jurisdiction. If Subcontractor submits any
                  matter to arbitration hereunder, at its sole option Contractor
                  may refuse to arbitrate any such disputes, claims, and matters
                  in question. In that event, and in only that event,
                  Subcontractor may litigate the matters subject to its demand
                  for arbitration.

         17.3     All arbitration and other legal proceedings instituted
                  pursuant to this Section shall be conducted pursuant to the
                  Prime Contract, or at such other venue, as Contractor and
                  Subcontractor shall agree to in writing.

         17.4     The award rendered by the arbitrator(s) shall be final and
                  judgment may be entered upon it in accordance with applicable
                  law in any court having jurisdiction.

         17.5     Unless otherwise agreed to in writing, the Subcontractor shall
                  carry on the Subcontract Work and maintain the schedule of
                  Work pending arbitration or litigation, and the Contractor
                  shall continue to make payments in accordance with the
                  Subcontract.

         17.6     To the extent not prohibited by their contracts with others,
                  the claims and disputes of Owner, Contractor, Subcontractor
                  and other Subcontractors involving a common question of fact
                  or law shall be heard by the same arbitrator(s) in a single
                  proceeding.

         17.7     This agreement to arbitrate shall not apply to any claim of
                  contrition or indemnity asserted by one party to the
                  Subcontract against the other party and arising out of any
                  action brought in a state or federal court or in arbitration
                  by a person who is under no obligation to arbitrate the
                  subject matter of such action with either of the parties
                  hereto; or does not consent to such arbitration.

         17.8     In any dispute arising over the application of paragraph 17.7,
                  all questions regarding the arbitration requirements of this
                  section shall be decided by the appropriate court and not by
                  arbitration.

18.      MISCELLANEOUS

         18.1     Contractor's waiver of any of the provisions of the
                  Subcontract, or Contractor's failure to exercise any options

                                       16
<PAGE>

                                                                   Page 24 of 24

                                  BID SCHEDULE

                               M1-CH087 H503703C


<TABLE>
<CAPTION>
ITEM NO.                   ITEM DESCRIPTION               UNIT     QUANTITY    UNIT PRICE       EXTENDED AMOUNT
--------                   ----------------               ----     --------    ----------       ---------------
<S>            <C>                                        <C>      <C>         <C>              <C>
MONK DRAW BRIDGE SB STA 117+20 (WIDENING) - STR #292

9130011 M      RAIL BANK PROTECTION, TYPE 1               L.FT.       50          115.00           5,750.00

9140153 M      RETAINING WALL (MONK DRAW SB)              SQ.FT.     776           35.00          27,160.00

9240060 M      MISCELLANEOUS WORK (BACKFILL MONK DRAW     L.SUM        1        5,000.00           5,000.00
               SCOUR PROTECTION)
</TABLE>

                                                         BID TOTAL: 7,142,373.85