STATE OF WYOMING
                           BOARD OF LAND COMMISSIONERS
                              SAND AND GRAVEL LEASE

1.   THIS  MEMORANDUM OF AGREEMENT,  is entered into this 1st day of May 1996 by
     and between the State of Wyoming,  Board of Land Commissioners,  as LESSOR,
     and Big Horn Redi Mix as LESSEE.

2.   The LESSOR hereby grants unto LESSEE, its successors, or assigns, authority
     to explore  for,  extract,  and remove sand and gravel  from the  following
     described land, to-wit:

     40 Acres in E1/2E1/2NW1/4NE1/4: W1/2NW1/4SE1/4NE1/4: W1/2W1/2E1/2NE1/4NE1/4
     Section 16-T53N- R101W 6th P.M. Park County, Wyoming

3.   The term of this lease shall be two (2) years, commencing on the 5th day of
     May 1996.

4.   In  consideration  for the grant of this  lease,  LESSEE  agrees to pay the
     LESSOR royalties at the rate of fifty cents (50(cent)) per ton for all sand
     and gravel removed by LESSEE under the terms of this lease. LESSOR reserves
     the right to increase the royalty rate during the term of this lease.

5.   LESSEE shall have the right to enter upon and use so much of the surface of
     lease  premises  as  is  necessary  and  incidental  to  the   exploration,
     extraction, and removal performed by LESSEE under this lease, provided that
     the LESSEE shall fully protect the rights of all lessees under agricultural
     or grazing leases,  which are in effect,  or shall be hereafter  granted by
     LESSOR,  for the same land as is the subject of this lease.  LESSEE further
     agrees to:

     a.   Fence the pit from  which the sand and  gravel is  removed,  erect and
          keep closed gates in all fences in which  openings may be made,  close
          and keep  covered all holes or open cuts for the  protection  of stock
          grazing on the premises;

     b.   Avoid and prevent the contamination of any living water upon the land;

     c.   Fully indemnify any tenant, lessee, purchaser, or other person holding
          under the LESSOR,  should LESSEE or any person  holding  from,  by, or
          under the  LESSEE  destroy  or injure  any  crop,  building,  or other
          property or improvement on lease premises, in a sum as may be mutually
          agreed upon by the parties,  or if  agreement  is not reached,  by the
          LESSOR;

     d.   Comply  fully  with  the  Wyoming  Weed and Pest  Act,  W.S.  11-5-102
          et.seq., in regard to control of noxious weeds.

     e.   Hold  the  LESSOR  harmless  from any  responsibility  for any and all
          claims for damages  whatsoever  which may be incurred by reason of the
          action of the LESSOR in the granting of this lease.

6.   LESSEE further  covenants and agrees to submit  quarterly  reports verified
     under oath  showing  the number of tons of sand and gravel  removed  during
     each three  month  period  which  reports  the LESSEE  agrees to render and
     transmit to the State Land & Farm Loan  Office,  Cheyenne,  Wyoming,  on or
     before the twentieth (20th) day of each month following the period covered,
     such  reports to be rendered  whether or not there was any borrow  material
     removed from the land.

7.   LESSEE further  covenants and agrees that it will fully pay, when they fall
     due, all bills for machinery, lumber, timber and other materials, all wages
     for labor, and all other demands caused by its operations hereunder on said
     described   land,  so  that  no  laborers'  or  other   mechanics'   liens,
     attachments, or liens of any character shall arise against said land.

8.   It is expressly understood and agreed by and between the signatory parties,
     their  successors  or assigns,  that if default shall be made in any of the
     covenants  and  agreements  herein  contained,  to be kept and performed by
     LESSEE, its successors or assigns, the LESSOR shall serve notice in writing
     on the LESSEE,  either by personal  service or by  registered  mail of such
     default,  and if the said LESSEE  shall fail to perform the  covenants  and
     agreements  of this lease so defaulted in within  thirty days from the date
     said notice is served personally, or from the date said notice is mailed by
     registered  mail,  then the LESSOR may  declare  this  lease  canceled  and
     re-enter into the premises or any part  thereof;  and in case of default in
     and of any of the covenants or agreements herein contained,  by the LESSEE,
     upon  thirty  days  notice by the LESSOR to the LESSEE  that this lease has
     been declared canceled,  the LESSEE hereby agrees to surrender the peaceful
     and  uninterrupted  possession  of the  premises  to the  LESSOR;  and that
     neither the LESSEE nor its legal  representatives,  nor assigns will permit
     any loss, or permit or cause to be permitted any waste or  destruction  in,
     to or upon said premises or any part thereof,  nor remove any  improvements
     placed thereon without the consent of the LESSOR.

9.   It is expressly understood and agreed by and between the signatory parties,
     their  successors or assigns that the lease premises shall be maintained in
     a condition  acceptable to the LESSOR at all time, and further,  the LESSEE
     agrees to comply fully with the Wyoming Environmental Quality Act, W.S. 35-
     11-101  et.seq.,  and that the  obligation  for  reclamation to a condition
     acceptable  under said act, and to the LESSOR for any land  disturbance  by
     the LESSEE, will be the sole responsibility of the LESSEE. LESSEE agrees to
     indemnify  the LESSOR for any costs  arising out of a default by the LESSEE
     under this paragraph.

10.  It is expressly  understood and agreed by and between the signatory parties
     hereto that no  assignment of this lease shall be made by the LESSEE except
     with the consent and approval of the LESSOR.

11.  It is expressly understood and agreed by and between the signatory parties,
     their  successors  or assigns that this lease is to be construed  under the
     provisions  of the laws of the State of Wyoming;  and at the  expiration of
     this lease by  limitation,  forfeiture or  otherwise,  the LESSEE agrees to
     remove all improvements  from the land described herein without cost to the
     LESSOR.

12.  It is further  understood  that this lease is issued subject to rescindment
     and  termination  at the option of LESSOR if the lease premises are offered
     for sale.

                                     STATE OF WYOMING
                                     Board of Land Commissioners


                                     ---------------------------------------
                                     Director, State Land & Farm Loan Office
                                     Secretary for the Board

LESSEE: BIG HORN REDI MIX


---------------------------------    ---------------------------------------
Witness                              By


EXAMINED:
Approved by Board: