<PAGE>
 
                                 Master Lease

MASTER LEASE AGREEMENT ("Master Lease") dated as of 9-20-96 between The CIT 
                                                   ---------
Group/Equipment Financing, Inc. (Lessor), having a place of business at:

P.O. Box 27248                   Tempe                        AZ      85285-7248
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Address                          City                         State   Zip Code

and Meadow Valley Contractors, Inc.                                  ("Lessee"),
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having a place of business at

4411 South 40th Street           Phoenix                      AZ      85040
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Address                          City                         State   Zip Code

Lessee wants from time to time to lease from Lessor personal property to be 
described in one or more equipment schedules ("Schedule"). Lessor is willing to 
lease such personal property to Lessee at the rent, for the term and upon the 
conditions provided hereinafter. Any present and future Schedule executed by 
Lessor and Lessee which is identified as being a part of this Lease, shall be 
deemed to incorporate by reference all the terms and conditions of this Lease 
except as provided in any such Schedule.

1. Equipment Leased and Term.

This Lease shall cover such personal property as is described in any Schedule 
executed by or pursuant to the authority of Lessee, accepted by Lessor in 
writing and identified as a part of this Lease (which personal property with all
replacement parts, additions, repairs, accessions and accessories incorporated 
therein and/or affixed thereto is hereinafter called the "Equipment"). Lessor 
hereby leases to Lessee and Lessee hereby hires and takes from Lessor, upon and 
subject to the covenants and conditions hereinafter contained, the Equipment 
described in any Schedule. Notwithstanding the commencement date of the term of 
this Lease with respect to any item of Equipment, Lessee agrees that all risk of
loss of the Equipment shall be on Lessee from and after shipment of the 
Equipment to Lessee by the seller thereof, F.O.B. seller's point of shipment, 
the date of such shipment being hereinafter called "date of shipment." The term 
of this Lease with respect to any item of Equipment shall be for the period as 
set forth in the Schedule. Lessee hereby gives Lessor authority to insert the 
actual commencement date and date of first monthly rental for any item of 
Equipment in any Schedule as well as such items as serial numbers if such are 
not already inserted when such Schedule is executed by Lessee. "Seller" as used 
in this Lease means the supplier from which Lessor acquires any item of 
Equipment.

2. Rent.

Lessee shall pay to Lessor rent for each item of Equipment in the amounts and at
the times specified in the Schedule. Any payment not made when due shall, at the
option of Lessor, bear late charges thereon calculated at the rate of 1 1/2% per
month, but in no event greater than the highest rate permitted by relevant law.

All rent shall be paid at Lessor's place of business shown above, or such other 
place as Lessor may designate by written notice to the Lessee. All rents shall 
be paid without notice or demand and without abatement, deduction or set off of 
any amount whatsoever. The operation and use of the Equipment shall be at the 
risk of Lessee and not of Lessor and the obligation of Lessee to pay rent 
hereunder shall be unconditional.

3. No Warranties by Lessor; Maintenance and Compliance with Laws.

Lessor, not being the manufacturer of the Equipment, nor manufacturer's agent, 
MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE 
FITNESS, QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, MERCHANTABILITY OR
PERFORMANCE OF THE Equipment OR OF THE MATERIAL OR WORKMANSHIP THEREOF, IT BEING
AGREED THAT THE Equipment IS LEASED "AS IS" AND THAT ALL SUCH RISKS, AS BETWEEN
LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE AT ITS SOLE RISK AND EXPENSE,
Lessee accordingly agrees not to assert any claim whatsoever against Lessor
based thereon. Lessee further agrees, regardless of cause, not to assert any
claim whatsoever against Lessor for loss of anticipatory profits or
consequential damages. Lessor shall have no obligation to install, erect, test,
adjust or service the Equipment. Lessee shall look to the manufacturer and/or
Seller for any claims related to the Equipment. Lessor hereby acknowledges that
any manufacturer's and/or Seller's warranties are for the benefit of both Lessor
and Lessee.

55-SA-2287(9/95) Master Lease - TAX                                  Page 1 of 7
<PAGE>
 
3. No Warranties by Lessor; Maintenance and Compliance with Laws (Continued)

No oral agreement, guaranty, promise, condition, representation or warranty 
shall be binding; all prior conversations, agreements or representations related
hereto and/or to the Equipment are integrated herein, and no modification 
hereof shall be binding unless in writing signed by Lessor. Lessee agrees, at 
its own cost and expense:

(a) to pay all shipping charges and other expenses incurred in connection with 
    the shipment of the Equipment by the Seller to Lessee;

(b) to pay all charges and expenses in connection with the operation of each 
    item of Equipment;

(c) to comply with all governmental laws, ordinances, regulations, requirements
    and rules with respect to the use, maintenance and operation of the
    Equipment; and

(d) to make all repairs and replacements required to be made to maintain the 
    Equipment in the condition set forth in Rider A to the Schedule.

4. Insurance.

Lessee shall maintain at all times on the Equipment, at its expense, all-risk 
physical damage insurance and comprehensive general and/or automobile (as 
appropriate) liability insurance (covering bodily injury and property damage 
exposures including, but not limited to, contractual liability and products 
liability) in such amounts, against such risks, in such form and with such 
insurers as shall be satisfactory to Lessor; provided, that the amount of 
all-risk physical damage insurance shall not on any date be less than the 
greater of the full replacement value or the Stipulated Loss Value of the 
Equipment as of such date.

Each physical damage insurance policy will name Lessor as loss payee. Each
liability insurance policy will name Lessor as additional insured. Each
insurance policy will also require that the insurer give Lessor at least thirty
(30) days prior written notice of any alteration in or cancellation of the terms
of such policy and require that Lessor's interests be continued insured
regardless of any breach or violation by Lessee or others of any warranties,
declarations or conditions contained in such insurance policy. In no event shall
Lessor be responsible for premiums, warranties or representations to any insurer
or any agent thereof. Lessee shall furnish to Lessor a certificate or other
evidence satisfactory to Lessor that such insurance coverage is in effect, but
Lessor shall be under no duty to ascertain the existence or adequacy of such
insurance. The insurance maintained by Lessee shall be primary without any right
of contribution from insurance which may be maintained by Lessor. Lessee shall
be liable for all deductible portions of all required insurance. Lessor may, at
its own expense, for its own benefit, purchase insurance in excess of that
required under this Lease Agreement. Physical damage insurance proceeds shall be
applied as set forth in Section 5.

5. Loss and Damage.

Lessee agrees to assume and bear the entire risk of any partial or complete loss
with respect to the Equipment from any and every cause whatsoever including 
theft, loss, damage, destruction or governmental taking, whether or not such 
loss is covered by insurance or caused by any default or neglect of Lessee. 
Lessee agrees to give Lessor prompt notice of any damage to or loss of any
Equipment. All physical damage insurance proceeds shall be payable directly to 
Lessor. If any of the Equipment is lost, destroyed, damaged beyond repair, or 
taken by governmental action, Lessee shall pay to Lessor on the next rent 
payment date following such loss or taking the Stipulated Loss Value for such 
Equipment (computed as of the rent payment date on or immediately preceding the 
date of such loss or taking), and any other amounts then due and owing hereunder
(including all rent payments due on or prior to the date of such Stipulated Loss
Value payment) with respect to that Equipment, and the Lease for such Equipment 
shall terminate when such payment is made. Following payment of any Stipulated 
Loss Value, and if no Event of Default as defined in Section 10 has occurred and
remains continuing, Lessor will then:

(a) transfer to Lessee Lessor's rights to such Equipment "as-is, where-is and
    with all defects," without recourse and without representation or warranty,
    express or implied, other than a warranty that the Equipment is free and
    clear of any liens created by Lessor; and

(b) remit to Lessee any physical damage insurance proceeds arising out of such 
    loss up to the amount of the Stipulated Loss Value paid.

Lessee shall determine in the exercise of its reasonable judgment whether the 
Equipment is damaged beyond repair, subject to Lessor's approval. In the event
of damage or loss which does not result in damage beyond repair or a total loss
of the Equipment or any item thereof, Lessee shall cause the affected Equipment
to be restored to the condition required by the terms of this Lease. Upon
completion of such repair and after supplying Lessor with satisfactory evidence
thereof (and provided no Event of Default has occurred and remains continuing),
Lessee shall be entitled to receive any insurance proceeds or other recovery to
which Lessor would otherwise be entitled in connection with such loss up to the
amount expended by Lessee in making the repair.

Lessor shall not be obligated to undertake by litigation or otherwise the 
collection of any claim against any person for loss of, damage to, or 
governmental taking of the Equipment, but Lessor will cooperate with Lessee at 
Lessee's expense to pursue such claims.

55-SA-2287(9/95) Master Lease - TAX                                  Page 2 of 7
<PAGE>
 
Except as expressly provided above, the total or partial destruction of any 
Equipment or Lessee's total or partial loss of use or possession thereof shall 
not release or relieve Lessee from its obligations under this Master Lease or 
any Schedule including the duty to pay the rent(s) herein provided.

6. Taxes.

Lessee shall pay, and shall indemnify and hold Lessor harmless from and against,
on an after-tax basis, all fees, taxes, withholdings, assessments and other 
governmental charges, however designated together with any penalties, fines or 
interest, if any, thereon, (collectively, the "Impositions") which are at any 
time levied or imposed against Lessor, Lessee, this Lease, the Equipment or any 
part thereof by any Federal, state, local or foreign government or taxing 
authority upon, with respect to, as a result of or measured by (i) the Equipment
(or any part thereof), or this Lease or the interest of the Lessor therein; or 
(ii) the purchase, ownership, delivery, leasing, possession, maintenance, use, 
operation, return, sale or other disposition of the Equipment or any part 
thereof; or (iii) the rentals, receipts or earnings payable under this Lease or 
otherwise arising from the Equipment or any part thereof; excluding, however, 
taxes based on or measured by the net income of Lessor.  Lessor (a) shall pay, 
and promptly upon receipt of Lessor's invoice therefor Lessee shall reimburse 
Lessor for paying, any Impositions, and (b) in case any report or return is 
required to be filed with respect to any Impositions, Lessor will make such 
report or return to show Lessor's ownership of the Equipment.  Lessor and Lessee
may instead agree in writing that Lessee will pay any Impositions directly or 
file any such reports or returns.  Lessee's obligations under this Section shall
survive the expiration or termination of this Lease.

7. Lessor's Title, Right of Inspection and Identification of Equipment.

Title to the Equipment shall at all times remain in Lessor and Lessee will at 
all times protect and defend, at its own cost and expense, the title of Lessor 
from and against all claims, liens and legal processes of creditors of Lessee 
and keep all the Equipment free and clear from all such claims, liens and 
processes. The Equipment is and shall remain personal property. Upon the 
expiration or termination of this Lease with respect to any item of Equipment 
Lessee shall return such Equipment in accordance with the provisions set forth 
in Rider A to the Schedule.

Lessor shall have the right from time to time during reasonable business hours 
to enter upon Lessee's premises or elsewhere for the purpose of confirming the 
existence, condition and proper maintenance of the Equipment and during any
period of storage Lessor shall also have the right to demonstrate and show the
Equipment to others. The foregoing rights of entry are subject to any applicable
governmental laws, regulations and rules concerning industrial security. Lessee
shall, upon the request of Lessor, and at its own expense firmly affix to the
Equipment, in a conspicuous place, such a decalcomania or metal plate as shall
be supplied by Lessor showing the Lessor as the owner and lessor of such
Equipment.

8. Possession, Use and Changes in Location of Equipment.

So long as Lessee shall not be in default under the Lease it shall be entitled 
to the possession and use of the Equipment in accordance with the terms of this 
Lease. The Equipment shall be used in the conduct of the lawful business of 
Lessee, and no item of Equipment shall be removed from its location shown on the
Schedule, without the prior written consent of Lessor. Lessee shall not, without
Lessor's prior written consent, part with possession or control of the Equipment
or attempt or purport to sell, pledge, mortgage or otherwise encumber any of the
Equipment or otherwise dispose of or encumber any interest under this Lease.

9. Performance of Obligations of Lessee by Lessor.

In the event that the Lessee shall fail duly and promptly to perform any of its 
obligations under the provisions of Sections 3, 4, 5, 6 and 7 of this Lease,
Lessor may, at its option, perform the same for the account of Lessee without
thereby waiving such default, and any amount paid or expense (including
reasonable attorneys' fees), penalty or other liability incurred by Lessor in
such performance, together with interest at the rate of 1 1/2% per month thereon
(but in no event greater than the highest rate permitted by relevant law) until
paid by Lessee to Lessor, shall be payable by Lessee upon demand as additional
rent for the Equipment.

10. Default.

An Event of Default shall occur if:

(a) Lessee fails to pay when due any installment of rent and such failure 
    continues for a period of 10 days;

(b) Lessee shall fail to perform or observe any covenant, condition or agreement
    to be performed or observed by it hereunder and such failure continues
    uncured for 15 days after written notice thereof to Lessee by Lessor;

(c) Lessee ceases doing business as a going concern, makes an assignment for the
    benefit of creditors, admits in writing its inability to pay its debts as
    they become due, files a voluntary petition in bankruptcy, is adjudicated a
    bankrupt or an insolvent, files a petition seeking for itself any
    reorganization, arrangement, composition, readjustment, liquidation,
    dissolution or similar arrangement under any present or future statute, law
    or regulation or files an answer admitting the material allegations of a
    petition filed against it in any such proceeding, consents to or acquiesces
    in the appointment of a trustee, receiver, or liquidator of it or of all or
    any substantial part of its assets or properties, or if it or its
    shareholders shall take any action looking to its dissolution or
    liquidation;


55-SA-2287(9/95) Master Lease - TAX                                  Page 3 of 7


<PAGE>
 

10. Default (Continued)

(d) within 60 days after the commencement of any proceedings against Lessee
    seeking reorganization, arrangement, readjustment, liquidation, dissolution
    or similar relief under any present or future statute, law or regulation,
    such proceedings shall not have been dismissed, or if within 60 days after
    the appointment without Lessee's consent or acquiescence of any trustee,
    receiver or liquidator of it or of all or any substantial part of its assets
    and properties, such appointment shall not be vacated:

(e) Lessee attempts to remove, sell, transfer, encumber, part with possession or
    sublet the Equipment or any item thereof;

(f) Lessee defaults in payment or performance of any obligation or indebtedness
    of any kind or description, whether direct, indirect, absolute or
    contingent, due or to become due, now existing or hereafter arising owing to
    Lessor or any of its agents or affiliates; or

(g) Any warranty, representation or statement made or furnished to Lessor by or
    on behalf of Lessee in or in connection with this Lease proves to have been 
    false in any material respect when made or furnished.

11. Remedies Upon Default.

Upon the occurrence of an Event of Default, Lessor shall have all the rights and
remedies provided by applicable law and by this Lease. Notwithstanding that this
Agreement is a lease and title to the Equipment is at all times in Lessor, 
Lessor may nevertheless at its option choose those rights and remedies of a 
secured party under the Uniform Commercial Code. In addition, Lessor, at its 
option, may:

(a) by notice to Lessee terminate this Lease effective on the date such Event of
    Default first occurred;

(b) proceed by appropriate court action or actions or other proceedings either
    at law or equity to enforce performance by the Lessee of any and all
    covenants of this Lease and to recover damages for the breach thereof;

(c) Lessor and/or its agents may without notice or liability or legal process,
    enter into any premises of or under control or jurisdiction of Lessee or any
    agent of Lessee where the Equipment may be or by Lessor is believed to be,
    and repossess all or any item thereof, disconnecting and separating all
    thereof from any other property and using all force necessary or permitted
    by applicable law so to do, Lessee hereby expressly waiving all further
    rights to possession of the Equipment and all claims for injuries suffered
    through or loss caused by such repossession or demand that Lessee deliver
    the Equipment forthwith to Lessor at Lessee's expense at such place as
    Lessor may designate; and

(d) elect to sell, release or otherwise dispose of all or part of the Equipment
    or to retain all or part thereof, in such manner and on such terms and
    conditions as Lessor may determine in its sole discretion, with or without
    notice to Lessee which Lessee hereby waives to the extent permitted by
    applicable law;

(e) declare immediately due and payable any unpaid rent, late charges and any
    other amounts due hereunder that accrued on or before the occurrence of the
    Event of Default, plus as liquidated damages for loss of the bargain and not
    as a penalty, an amount equal to the Stipulated Loss Value for the Equipment
    as of the rent payment date immediately preceding the date Lessor declares
    the Lease in default, and, in addition, all attorney and court cost incurred
    by Lessor relating to the enforcement of its rights under the Lease. Lessor
    may sell the Equipment at private or public sale, in bulk or in parcels,
    with or without notice, without having the Equipment present at the place of
    sale; or Lessor may lease, otherwise dispose of or keep idle all or part of
    the Equipment, subject, however, to its obligation to mitigate damages; and
    Lessor may use Lessee's premises for any or all of the foregoing. Lessor may
    sell or lease the Equipment at a time and location of its choosing provided
    that the Lessor acts in good faith and in a commercially reasonable manner.

    The proceeds of sale, lease or other disposition, if any, of the Equipment
    shall be applied (1) to all Lessor's costs, charges and expenses incurred in
    taking, removing, holding, repairing and selling, leasing or otherwise
    disposing of the Equipment including attorney fees; then (2) to the extent
    not previously paid by Lessee, to pay Lessor the Stipulated Loss Value of
    the Equipment plus any accrued and unpaid rent, late charges, indemnities
    and any other amounts then remaining unpaid under the Lease; then (3) to
    reimburse to Lessee any such sums previously paid by Lessee as liquidated
    damages; (4) any surplus shall be retained by Lessor. In no event shall
    Lessee upon demand by Lessor for payment hereunder or otherwise be obligated
    to pay any amount in excess of that permitted by law.

The waiver by Lessor of any breach of any obligation of Lessee shall not be 
deemed a waiver of any future breach of the same or any other obligation. No 
remedy of Lessor hereunder shall be exclusive of any remedy herein or by law 
provided, but each shall be cumulative and in addition to every other remedy.


55-SA-2287(9/95) Master Lease - TAX                                  Page 4 of 7

<PAGE>
 
12. Indemnity.

Lessee agrees that Lessor shall not be liable to Lessee for, and Lessee shall 
indemnify and save Lessor harmless from and against any and all liability, loss,
damage, expense, causes of action, suits, claims or judgments arising from or 
caused directly or indirectly by:

(a) Lessee's failure to promptly perform any of its obligations under the 
    provisions of Sections 3, 4, 5, 6 and 7 of this Lease; or

(b) injury to persons or damage to property resulting from or based upon actual 
    or alleged use, operation, delivery or transportation of any or all of the 
    Equipment or its location or condition; or 

(c) inadequacy of the Equipment, or any part thereof, for any purpose or any
    deficiency or defect therein or the use or maintenance thereof or any
    repairs, servicing or adjustments thereto or any delay in providing or
    failure to provide any thereof or any interruption or loss of service or use
    thereof or any loss of business; and shall, at its own cost and expense,
    defend any and all suits which may be brought against Lessor, either alone
    or in conjunction with others upon any such liability or claim or claims and
    shall satisfy, pay and discharge any and all judgments and fines that may be
    recovered against Lessor in any such action or actions, provided, however,
    that Lessor shall give Lessee written notice of any such claim or demand.
    Lessee agrees that its obligations under this Section 12 shall survive the
    expiration or termination of this Lease.

13. Lessee's Warranties.

Lessee warrants that each item of Equipment has the recovery period under 
Section 168(c) of the Internal Revenue Code of 1986 as amended or any comparable
successor law ("Code") as set forth on the Schedule and will be eligible for 
depreciation deductions determined by using the method specified in Section 
168(b)(i) of the Code commencing with the taxable year of Lessor that includes 
the delivery date and using a basis equal to Lessor's cost as set forth on the 
Schedule; a reasonable estimate of the useful life of each item of Equipment is 
at least 125% of its lease term; a reasonable estimate of the fair market value 
of each item of Equipment at the end of its lease term is at least 20% of 
Lessor's cost therefor; and Lessee will not use the Equipment in a manner which 
will result in foreign source income for Lessor.

14. Tax Indemnity.

Lessor has calculated the rent payments and Stipulated Loss Values for each 
Schedule based in part on Lessee's warranties herein and on the assumptions that
Lessor shall be entitled to all tax benefits of ownership with respect to the 
Equipment (the "Tax Benefits"), including but not limited to, (i) the 
accelerated cost recovery deductions determined in accordance with Section 
168(b)(1) of the Code for each item of Equipment based on the cost and 
depreciable life thereof specified on the Schedule, (ii) deductions for interest
on any indebtedness incurred by Lessor to finance any item of Equipment and 
(iii) sourcing of income and losses attributable to this Lease to the United 
States.  Lessee agrees to take no action inconsistent with the foregoing or 
which would result in the loss, disallowance or unavailability to Lessor of all 
or any part of the Tax Benefits.  Lessee, for any reason whatsoever, including 
as a result of any amendment to the Code or any other change in tax law 
occurring after the date of the Lease ("Tax Law Change"), hereby indemnifies and
holds harmless Lessor from and against (i) any of the following:  (1) the loss, 
disallowance, unavailability or recapture of all or any part of the Tax 
Benefits, if Lessor shall not be entitled or shall determine that it shall not 
have substantial authority to claim, shall suffer a disallowance of, or shall be
required to recapture all or any part of the Tax Benefits; (2) Lessor's 
originally contemplated after-tax rate of return ("Net Return") is otherwise 
adversely affected by a Tax Law Change (including a tax rate change); (3) Lessor
shall be required to include in its gross income for any period before the 
expiration or termination of this Lease any amount other than (a) the rent in 
the respective specified monthly payment amounts and not prior to the respective
periods to which rent is allocable under the terms of this Lease and (b) any 
other amounts to the extent not offset by deductions for such amounts in 
Lessor's taxable year in which such amounts are includible in gross income; or 
(4) any item of income, gain, loss, deduction or credit with respect to the 
Equipment shall be treated or derived from, or allocable to, sources without the
United States and consequently Lessor shall be able to utilize as a credit 
against its Federal Income tax liability in any year, a smaller amount of 
foreign taxes than it would have been able to utilize had such item of income, 
gain, loss, deduction or credit not been treated as derived from, or allocable 
to sources without the United States; plus (ii) all interest, penalties, fines 
or additions to tax resulting from such loss, disallowance, unavailability or 
recapture; plus (iii) all taxes required to be paid by Lessor upon receipt of 
the indemnity set forth in this paragraph which shall be computed at the highest
marginal statutory tax rate then applicable to Lessor.  Any indemnity payments 
made by Lessee shall be calculated so as to allow Lessor to maintain its Net 
Return with respect to the Lease.  Payment shall be made in immediately 
available funds within 30 days after receipt of a written demand therefor from 
Lessor.  In the event of any indemnity payment, Stipulated Loss Values shall be 
adjusted by Lessor to those values determined by Lessor as necessary to maintain
Lessor's Net Return.  For the purposes of this Section, "Lessor" includes for 
all tax purposes the consolidated taxpayer group of which Lessor is a part.

15. Assignment, Notices and Waivers.

This Lease and all rights of Lessor hereunder shall be assignable by Lessor 
without Lessee's consent, but Lessee shall not be obligated to any assignee of 
Lessor except after written notice of such assignment from Lessor.  Following 
such assignment, solely for the purpose of determining assignee's rights 
hereunder, the term "Lessor" shall be deemed to include or refer to Lessor's 
assignee.  Without the prior written consent of Lessor, Lessee shall not assign 
this Lease or its interests hereunder or enter into any sub-lease with respect
to the Equipment covered hereby.

All notices to Lessor shall be delivered in person to an officer of the Lessor, 
or shall be sent certified mail return receipt requested to Lessor at its 
address shown herein or at any later address last known to the sender.  All 
notices to Lessee shall be in writing and shall be delivered by mail at its 
address shown herein or at any later address last known to the sender.  A waiver
of a default shall not be a waiver of any other or a subsequent default.

55-SA-2287 (9/95) Master Lease - TAX                                Page 5 of 7
<PAGE>
 
16. Further Assurances.

Lessee shall execute and deliver to Lessor, upon Lessor's request such 
instruments and assurances as Lessor deems necessary or advisable for the 
confirmation or perfection of this Lease and Lessor's rights hereunder and to 
enable Lessor to fulfill all of its tax filing obligations. Lessee may not 
terminate any Schedule without the written consent of Lessor. If Lessor in good 
faith believes itself insecure or performance impaired, it may declare a default
hereunder or, instead of declaring a default, Lessor may demand, and Lessee 
hereby agrees to give, additional Equipment or other collateral as security for 
the obligations hereunder.

17. Lease Irrevocability and Charges.

This Lease is irrevocable for the full terms thereof as set forth in any 
Schedule and for the aggregate rentals therein reserved and the rent shall not 
abate by reason of termination of Lessee's right of possession and/or the taking
of possession by the Lessor or for any other reason.  Lessee shall be 
responsible for and pay to Lessor a returned check fee, not to exceed the
maximum permitted by law, which fee will be equal to the sum of (i) the actual
bank charges incurred by Lessor plus (ii) all other actual costs and expenses 
incurred by Lessor.  The returned check fee is payable upon demand as additional
rent under this Lease.

18. Purchase Option.

So long as no Event of Default shall have occurred and be continuing, Lessee 
may, at the expiration of an applicable lease term and upon payment of all sums 
due under the Lease, purchase the Equipment for its fair market sale value as of
that expiration date.  If Lessee elects to purchase hereunder, it must give 
irrevocable written notice to Lessor at least 90 days (but not more than 360 
days) prior to the expiration date of the lease term applicable to the 
Equipment.  Any purchase must apply to all (but not less than all) of the 
Equipment on a Schedule.
                                        Lessee's Initials [INITIALS APPEAR HERE]
If Lessee elects to purchase hereunder, Lessee will also pay all taxes (other 
than taxes based on Lessor's income), costs and expenses (including legal fees) 
incurred in connection with the sale.  After Lessee exercises the option, Lessor
shall transfer title to Lessee "as-is, where-is," without recourse, 
representation or warranty of any kind except that Lessor will warrant that the 
item of Equipment is free and clear of any liens created by Lessor.

19. Miscellaneous.

(a) This Lease constitutes the entire agreement between Lessor and Lessee with
    respect to the Equipment and supersedes all prior correspondence between the
    parties. No covenant, condition or other term of provision hereof shall be
    deemed waived, amended, or modified by either party unless such waiver,
    amendment, or modification is in writing and signed by each of the parties
    hereto. Section headings are for convenience only and shall not be construed
    as part of this Lease. Lessee's initials [INITIALS APPEAR HERE]

(b) This Lease shall be binding upon and inure to the benefit of the parties
    hereto and their respective successors and assigns, except as otherwise
    provided herein.

(c) Any provision of this Lease which may be prohibited or unenforceable in any
    jurisdiction shall not, as to such jurisdiction, invalidate the remaining
    provisions hereof and shall not invalidate or render unenforceable such
    provision in any other jurisdiction.

(d) LESSOR AND LESSEE IN ANY LITIGATION RELATING TO OR IN CONNECTION WITH THIS 
    LEASE IN WHICH THEY SHALL BE ADVERSE PARTIES WAIVE TRIAL BY JURY.

(e) In the event this Lease or any part hereof is deemed to be a lease intended
    as security, Lessee grants Lessor a security interest in each item of
    Equipment as security for all of Lessee's indebtedness and obligations owing
    under this Lease and under each Schedule as well as all other present and
    future indebtedness and obligations of Lessee to Lessor of every kind and
    nature whatsoever.




55-SA-2287 (9/95) Master Lease - TAX                                 Page 6 of 7


<PAGE>
 
20. Special Provisions.



If Lessee is a corporation, this Lease is executed by authority of its Board of 
Directors. If Lessee is a partnership or joint venture, this Lease is executed 
by authority of all its partners or co-venturers.

Dated:  9-20-96
      -----------------

Lessee:

Meadow Valley Contractors, Inc.
---------------------------------------------------------
Name of individual, corporation or partnership

By /s/ Bradley E. Larson         Title President
  -------------------------------     -------------------
  If corporation, have signed by President, Vice President or Treasurer, and 
give official title.
  If owner or partner, state which.


Lessor:

THE CIT GROUP/EQUIPMENT FINANCING, INC.

By /s/ Kathy Taylor              Title Agent
  -------------------------------     -------------------

--------------------------------------------------------------------------------
If Lessee is partnership, enter:
Partners' names                                     Home addresses
---------------                                     --------------


55-SA-2287 (9/95) Master Lease - TAX                                Page 7 of 7
<PAGE>
 
                                 SCHEDULE "A"

ATTACHED TO AND BY THIS REFERENCE MADE A PART HEREOF.
CMI
PTD-400 PORTABLE TRI - DRUM S/N 132
REVERSIBLE SLINGER FEEDER
LONG REACH STARJET BURNER SJ-580
SIDE INLET RECYCEL ENTRY
AUTOMATIC BURNER CONTROL
FINES RETURN AUGER
AIR TRANSITION - KNOCKOUT BOX
AUTOMATIC ASPHALT PROPORTIONING
EASI-ERECT HYDRAULIC JACK SYSTEM
SUPPORT STANDS

RA-418/P792 PORTABLE ROTO-AIRE BAGHOUSE S/N 120
BAGS AND CAGES
CONTROL PANEL
INERTIAL DUST COLLECTOR
AIRDUCTS FROM COLLECTOR TO COUNTER FLOW 
EXHAUST FAN - 300 HP #660
AUGER DUST RETURN SYSTEM (2 @ 20 HP)
TUBE SHEET HOLE PLUGS

PAB-432 4 32T COLD FEED S/N 188
T & P CONTROL PANEL
COLLECTOR CONVEYOR EXTENSION 
SELF-STORE BLOCKING PADS
HYDRAULIC CYLINDERS
RAMPING BULKHEAD
BELT FEEDER GUARDS
COLLECTING CONVEYOR GUARD

PC-3047 CONVEYOR FOR VIRGIN AGGREGATE S/N 227
DUAL IDLER BELT SCALE
GRAVITY TAKE-UP
HYDRAULIC SELF-ERECT SYSTEM
4' x 10' SINGLE DECK SCALPING SCREEN
CONVEYOR BELT GUARD

SE-195 SURGE SYSTEM, 500-600 TPH - 60 HP S/N 150
MANUAL LOADING AND UNLOADING PANEL
MODEL 5611 COMPUTER LOADOUT SYSTEM
AIR COMPRESSOR - 25 HP
HYDRAULIC PUMP PACKAGE - NON-DETACHABLE

CT-20/15-P PORTABLE COILED ASPHALT/FUEL TANK S/N 105
3" UNLOADING PUMP 15 HP - MOUNTED
MOUNT PLANT PUMP PACKAGE
SELF-STORE BLOCKING
3" JACKETED ASPHALT PIPING
MOUNT HOT OIL HEATER
FLOAT LEVEL INDICATOR
MOUNT BURNER FUEL OIL PUMP
<PAGE>
 
4" DUPLEX STRAINER WITH VALVE AND PIPING

CT 35 P PORTABLE COILED ASPHALT TANK S/N 106
INTERCONNECT UNLOADING PUMP
INTERCONNECT PLANT PUMP PACKAGE
SELF STORE BLOCKING
FLOAT LEVEL INDICATOR

IMPULSE PLANT CONTROL W/COLOR MONITOR
FIRST RECYCLE CONTROL WITH PROCESSOR
SECOND RECYCLE CONTROL
FIFTH AND SIXTH AGGREGATE CONTROLS

AI 1800 I PEC-3U LIGHTNING PROTECTION SYSTEM 12' X 16'
PORTABLE ENERGY CENTER WITH AIR COND. S/N 01896
CIRCUIT BREAKER AND CABLE FOR H.O.H.
MOUNT CUSTOMER'S 3508 900 KW GEN SET
GENERATOR MOUNTS
MOUNT CUSTOMER'S 45 KW GEN SET
NIGHT GENERATOR SWITCH

MFS-700PH PORTABLE HYD S E SILO S/N 114
PJ-159 PULSE JET BAG VENT
AERATION BLOWER, 2 HP 40 CFM @ 6.5
PSI
FT-11 VANE FEEDER
12" AUGER, 5 HP
500 BASE PUGMILL LESS BY-PASS CHUTE

SC-3030 STATIONARY INCLINED CONVEYOR S/N 115
CONVEYOR BELT GUARD
SKID MOUNT CONVEYOR - PUGMILL
4,000 GALLON WATER TANK WITH PUMP

CEI-1500 MODEL 1500 CEI HEATER

ONE CATERPILLAR GENERATOR SET MODEL 3508 DITA "B" SERIES S/N 6PN 00197
RATED AT 900KW, 480 VOLT, 1800 RPM, 60 HERTZ, EQUIPPED WITH
RADIATOR COOLING (9' WIDE x 10 1/2' HIGH), RAIL MOUNTED, CAT
SR-4 GENERATOR, BATTERY CHARGING SYSTEM, AUTOMATIC SHUTDOWN
SAFETIES, ELECTRIC START, METER PANEL WITH BREAKER, MUFFLER,
INSTALLED BATTERIES, DUAL STAGE AIR CLEANERS

ONE CATEPILLAR/OLYMPIAN PACKAGE GENERATOR SET MODEL CD060 S/N 202420

AND ALL ATTACHMENTS, REPLACEMENTS, SUBSTITUTIONS, ADDITIONS
AND ALL PROCEEDS THEREOF.

INITIAL   BEL
       ---------
<PAGE>
 
Equipment Schedule No. 1
                     -----

Dated as of      9-20-96
           --------------------------

To Master Lease dated   9-20-96
                     ----------------

                                                Acceptance Date    9-20-96
                                                               -----------------

                                                Commencement Date  10-27-96
                                                                 ---------------

Equipment Schedule to MASTER LEASE AGREEMENT dated as of                 between
                                                        -----------------

THE CIT GROUP/EQUIPMENT FINANCING, INC., as Lessor

and Meadow Valley Contractors, Inc.                                   as Lessee.
    ------------------------------------------------------------------

This Equipment Schedule is entered into pursuant to the Master Lease Agreement. 
All the terms and conditions of the Master Lease Agreement are hereby 
incorporated herein and made a part hereof. In the event of a conflict between 
the Master Lease Agreement and this Equipment Schedule, the provisions of this 
Equipment Schedule shall prevail.

1. EQUIPMENT DESCRIPTION:

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

              See Schedule "A" attached to and by this reference 
              made a part hereof.

2. LESSOR'S AGGREGATE COST OF EQUIPMENT. $1,779,225.00
                                          ----------------------

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 120 months
                                                                      ---
   from such Commencement Date.

6. RENT PAYMENTS.

   a. Interim Rent. The rent for each item of 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 each item of Equipment during the Primary Lease
   Term shall consist of 120 payments of $19,078.62      , payable monthly 
                         ---              ---------------
   commencing on the Commencement Date and a like sum on the same day of each
   month thereafter.

55-SA-2287(9/95) Master Lease - TAX                                  Page 1 of 2