SAND AND GRAVEL LEASE


     THIS  AGREEMENT is made and entered into this 29th day of May,  1997 by and
between ALMA LAURENCE RUSHTON,  et al.,  identifies on the signature page below,
hereinafter  collectively  referred to as "Lessor," and MONROC, INC., a Delaware
corporation hereinafter referred to as "Lessee."

     In consideration of the mutual promises and covenants  setfourth below, and
for other good and valuable  consideration paid by Lessee to Lessor, the receipt
and  sufficiency  of which are hereby  acknowledged,  Lessor and Lessee agree as
follows:

     1. RIGHTS GRANTED AND PROPERTY DESCRIPTION.

     a.  Lessor  hereby  grants to Lessee an  exclusive  lease to  explore  for,
develop, excavate,  process,  stockpile, remove and sell, sand and gravel on and
from the  property  situated  in Salt  Lake  County,  State  of  Utah,  which is
generally described on Attachment A hereto (the "Leased Premises").

     b. Before commencing operations for the removal of sand and gravel from the
Leased Premises,  Lessee, at its expense, shall cause a survey to be made of the
Leased  Premises  and a legal  description  and map  thereof to be prepared by a
registered land surveyor acceptable to Lessor. At that time Lessor shall execute
a Memorandum of Lease, to be recorded by Lessee in Salt Lake County, Utah, using
the legal description prepared by the surveyor, and Attachment A hereto shall be
amended to use that description.

     c. Lessee shall have the right to construct  such  buildings,  excavations,
openings, stockpiles, dumps, ditches, ponds, drains, roads, and other structures
and improvements upon the Leased Premises,  and to place machinery and equipment
thereon, as Lessee deems appropriate.  Lessee shall have the right to remove all
such structures,  improvements,  machinery, and equipment at any time during the
term of this  Agreement,  or within  ninety (90) days after the  termination  or
expiration of this Agreement.

     2. TITLE EXAMINATION AND INSPECTION OF PREMISES.

     a. Within  thirty (30) days after the date of this  Agreement,  Lessor,  at
Lessee's expense, shall furnish Lessee with a Commitment of Title Insurance from
a title  company  acceptable  to Lessee,  together  with copies of all documents
referred to in the exceptions in such Commitment. Lessee shall have fifteen (15)
days from the receipt of the  Commitment in which to notify Lessor in writing of
any title  defects as to which  Lessee  reasonably  objects.  Lessor  shall have
fifteen (15) days from receipt of such notice in which to correct  title defects
identified  in such  notice,  but Lessor  shall not be obligated to correct such
defects.  If Lessor fails or is unable to correct such defects to the reasonable
satisfaction of Lessee, Lessee may, by written notice to Lessor,  terminate this
Agreement.

     b. Lessee  shall have thirty (30) days from the date of this  Agreement  in
which to enter upon the Leased  Premises,  at  Lessee's  expense and at Lessee's
risk, to conduct such  environmental and other inspections and investigations as
Lessee deems  appropriate,  and to notify Lessor in writing of any environmental
or other  conditions as to which Lessee  reasonably  objects.  Lessor shall have
fifteen  (15) days from  receipt of such  notice in which to correct  conditions
identifies,  in such  notice,  but Lessor shall not be obligated to correct such
conditions.  If Lessor  fails or is unable to  correct  such  conditions  to the
reasonable  satisfaction  of Lessee,  Lessee may,  by written  notice to Lessor,
terminate this Agreement.

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     3. TERM OF THIS AGREEMENT.

     This Agreement  shall have a term of five (5) years  commencing  January 1,
1998.  Lessee  shall have the right to renew this  Agreement  for an  additional
period of five (5) years by giving Lessor written notice of Lessee's election to
renew,  which  notice shall be given not less than ninety (90) days prior to the
expiration of the original five-year term of this Agreement.

     4. MINE PLAN, RECLAMATION PLAN, ZONING AND PERMITS.

     a. Within sixty (60) days of the date hereof,  Lessee shall present  Lessor
with maps indicating  Lessee's  mining plan and proposed  locations of plant and
equipment on the Leased  Premises,  Lessee shall also present Lessor with a plan
for reclamation of the Leased Premises affected by Lessee's operations. All such
plans,  and any  amendments  or revisions  thereto,  must be  acceptable to both
Lessor and Lessee before  submission to  applicable  authorities  and before the
commencement of any mining operations hereunder,  provided, however, that Lessor
will not unreasonably withhold or delay its approval of such plans,  amendments,
or revisions.

     b.  Lessor  acknowledges  that it will be  necessary  for  Lessee to obtain
zoning, air quality,  and other permits and approvals (the "Permits") from state
and local governments  before starting mining operations on the Leased Premises.
Lessee shall  diligently seek to obtain the Permits.  Lessor agrees to cooperate
with and to join Lessee in applying  for the  Permits,  and Lessee shall pay all
costs and expenses reasonably incurred by Lessor in connection therewith.

     c. If and when Lessee obtains all necessary Permits,  Lessee shall promptly
notify Lessor in writing. If any sand or gravel is mined and removed in the year
1997,  all  payments  will be made  to  Lessor  at the  amounts  listed  on this
Agreement.  Any and all minimum dollars and tonage  requirements are to commence
effective January 1, 1998.

     d.  Lessee,  at  its  expense,  shall  prepare  and  furnish  to  Lessor  a
topographical  map of the Leased  Premises prior to the  commencement  of mining
operations.

     e. If for any reason  Lessee  elects not to proceed  with a sand and gravel
operation  on the Leased  Premises,  Lessee  may,  by written  notice to Lessor,
terminate this Agreement,  in which case Lessee shall provide Lessor with copies
of all  exploration  data  including  maps of drill  hole  profiles,  results of
gradation tests and all other physical tests performed on the material  samples,
and Lessee  shall leave the Leased  Premises in as good a condition as it is now
in.

     f.  Lessee  will  provide  Lessor  with  copies of all  Permits as they are
obtained.  Should Lessee desire to modify any permit  conditions during the term
of this  Agreement,  Lessee will notify  Lessor of the changes  being sought and
obtain Lessor's approval,  not to be unreasonably withheld or delayed.  Further,
Lessee will provide  Lessor with copies of all required  annual  reports as they
are submitted to the appropriate governmental agencies.

     g. Lessee agrees to plan pasture grasses (such as crested  wheat),  as part
of the reclamation plan.

     5. OPERATIONS.

     a. Lessee agrees to explore,  mine,  operate,  work, and reclaim the Leased
Premises in accordance with good and accepted  mining  practices in the sand and
gravel industry and in compliance with

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all applicable federal,  state, and local laws, rules and regulations including,
without limitation, environmental laws, rules, and regulations.

     b.  Lessee  agrees  to  remove  and sell sand and  gravel  from the  Leased
Premises in accordance with good and accepted commercial practices.

     6. OVERBURDEN AND TOPSOIL.

     a.  Lessee  shall  stockpile  topsoil  removed  in  the  course  of  mining
operations so that such topsoil will be used for reclamation.  Lessee may remove
and sell overburden from the Leased Premises as Lessee deems appropriate.

     b. Lessee shall stockpile all large surface rocks for the Lessors benefit.

     7. RENT AND ROYALTIES ON SAND AND GRAVEL.

     a. Unless Lessee gives Lessor  written notice of termination as provided in
Section 2 (a) or Section  2(b)  above,  Lessee  shall pay Lessor  Five  Thousand
Dollars  ($5,000)  in  cash  within  thirty  (30)  days of the  signing  of this
Agreement,  as rent for the Leased  Premises for the period from the date hereof
to the date  mining  operations  begin.  If Lessee  fails to make such  payment,
Lessor may, by written notice to Lessee, terminate this Agreement.  This payment
shall not be refundable.

     b. Lessee  shall pay Lessor,  as advance  royalty,  the sum of Ten Thousand
Eight  Hundred  Dollars  ($10,800)  per month,  commencing  with a payment on or
before the 15th day of January 1998, and continuing on or before the 15th day of
each month thereafter. The monthly advance royalty payment shall increase by Six
Hundred  Seventy-Five  Dollars  ($675) on January 1, 1999, and on each January 1
thereafter. By way of illustration,  the advance royalty for the one-year period
commencing  on  January  1,  1999,   shall  be  Eleven   Thousand  Four  Hundred
Seventy-Five  Dollars  ($11,475) per month.  These  commitments are based on the
Lessee's  taking and paying  for Two  Hundred  Seventy  Thousand  (270,000  tons
minimum per year. Any advanced royalty is non refundable.

     c. Lessee shall pay Lessor a production royalty of Forty-Four Cents ($0.44)
per ton of sand and gravel  removed  from the Leased  Premises.  The  production
royalty  on sand and  gravel  removed  during  any  month  shall be paid  within
forty-five (45) days after the last day of that month.  Lessee shall be entitled
to credit all advance royalties against production royalties, and if the advance
royalty for any month exceeds the production royalty for that month, such excess
shall be carried forward to be credited against future production royalties. The
production  royalty  shall  increase by Four Cents ($0.04) per ton on January 1,
1998,  and by Three Cents ($0.03) per ton each January 1  thereafter.  By way of
illustration,  the production royalty on sand and gravel removed from the Leased
Premises  during the  one-year  period  commencing  January  1,  1998,  shall be
Forty-Eight Cents ($0.48) per ton, and the production  royalty on sand and gavel
removed from the Leased Premises during the one-year period  commencing  January
1, 1999, shall be Fifty- One Cents ($0.51) per ton.

     d. All rental and royalty  payments  shall be made payable to Alma Laurence
Rushton at the address specified in Section 21. Lessee shall have no obligations
or liabilities  with respect to the  distribution  of such payments as among the
individual Lessors.

     e. Lessee  shall  maintain a set of scales on the  Premises and shall weigh
all sand and  gravel  removed  from the  Premises  and shall  maintain  accurate
records as to dates,  tonnage, and vehicles used to remove such sand and gravel.
Each payment of production royalty shall be accompanied by a report setting

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forth the amount of sand and gravel removed from the Leased  Premises during the
month for which payment is made, the amount of advance royalty, if any, credited
against  the  production  royalty  on  that  sand  and  gravel,  and  any  other
information  necessary  to  calculate  the amount of royalty  due and payable to
Lessor.

     f. Any  advance  royalty or  production  royalty  that is not paid when due
shall bear  interest  at the rate of  eighteen  percent  (18%) from the date due
until paid.

     g. Lessee shall not be required to pay a production  royalty to Lessor with
respect  to sand  and  gravel  used  for  construction  on or  otherwise  in the
development of the Leased Premises by Lessee.

     8. RECORDS AND RIGHT OF INSPECTION.

     Lessor and its agents, at their sole risk and expense, shall have the right
at any time during normal business hours, and upon reasonable  notice to Lessee,
to inspect  Lessee's  operations on the Leased Premises and Lessee's  records of
the amounts of sand and gravel removed from the Leased Premises.

     9. ACCESS.

     a. There is now a road on the Leased  Premises which provides access to two
radio  towers.  Lessee shall have the right to relocate  such road,  at Lessee's
expense,  so that it will not interfere  with Lessee's  operations on the Leased
Premises.

     b. Lessor grants Lessee the right to build and maintain any internal access
and haul roads  deemed  necessary by Lessee for the  efficient  operation of the
Leased Premises.

     c. Lessee  shall have the right to drill and  otherwise  explore the Leased
Premises prior to January 1, 1998.

     d. Lessee shall keep all gates locked when not on the Leased Premises.

     10. INSURANCE AND OTHER OBLIGATIONS OF LESSEE.

     a. Lessee, at its expense,  shall maintain statutory Workmen's Compensation
and Occupational  Disease  Disability  Insurance  coverage as required under the
laws and regulations of the State of Utah.

     b.  Lessee,  at  its  expense,   shall  maintain  the  following  insurance
protection  in  connection  with  all  activities  conducted  pursuant  to  this
Agreement.

          (1)  Comprehensive  General Liability and Property Damage Insurance in
     the amount of One Million Dollars ($1,000,000) single limit;

          (2)  Employer's  Liability  Insurance  in the  amount  of One  Million
     Dollars (($1,000,000) for each occurrence; and

          (3) Adequate  and  reasonable  insurance  against the risk of fire and
     other risks ordinarily insured against in similar operations.

Lessee agrees that any  independent  contractor  working on the Leased  Premises
shall have similar and adequate insurance in full force and effect.


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     c.  Lessee  shall  provide  proof of  insurance  to Lessor in the form of a
statement  from  Lessee's   insurance  carrier  and  Lessor  shall  be  notified
immediately of any changes in the coverage required by this Agreement.

     11. INDEMNITY.

     Lessee shall  indemnify  Lessor against any liability for injuries or death
or any damage to or destruction of property  resulting from Lessee's  occupation
and use of the Leased Premises.

     12. PROPERTY TAXES.

     a. Lessee shall pay all real  property  taxes  assessed  against the Leased
Premises  during the term of this  Agreement or any renewal  thereof,  including
roll-back taxes under the Utah Farmland Assessment Act; provided;  however, that
real property taxes for 1997 shall be prorated as of the date of this Agreement.

     b.  Lessee  agrees to pay the full  property  tax due with  respect  to the
Leased  Premises  for the  year in  which  final  reclamation  occurs  and  this
Agreement  expires or terminates and for the following two (2) years.  By way of
illustration,  if Lessee completed  reclamation and terminated this Agreement in
July 2007,  Lessee will pay all property taxes on the Leased  Premises for 2007,
2008,  and 2009.  Lessee  agrees to post a bond to cover the payment of property
taxes for the said three (3) years on completion of reclamation.

     13. MUTUAL RIGHT TO PAY LIENS.

     a. If Lessor fails to pay an  indebtedness  which may become a lien against
the Leased Premises during the term of this  Agreement,  Lessee,  at its option,
may pay the same if  necessary  to protect its rights  hereunder.  Lessor  shall
reimburse  Lessee on demand for any such payments made by Lessee;  or Lessee may
elect to deduct such amounts from advance or production royalties due to Lessor.

     b. If Lessee  fails to pay or satisfy and  discharge  any tax,  mortgage or
lien  chargeable to Lessee,  or permits any lien or encumbrance to be imposed on
the Leased  Premises as a result of its operations  thereon,  Lessor may, at its
option, pay and discharge any such tax, mortgage,  or lien. Lessor shall, to the
extent of any payment so made and without further action on its part have a lien
against  the assets,  equipment  and  property  of Lessee  located on the Leased
Premises.  The rights of Lessor under this Section shall survive the termination
or expiration of this Agreement.  Lessee shall have the right to contest any tax
or lien by appropriate proceedings.

     14. TERMINATION.

     a. Lessee shall not be required to continue operations if it determines, in
good faith,  that the Leased Premises cannot be profitably  worked,  and in case
such a determination is made,  Lessee may, by ninety (90) days written notice to
Lessor, terminate this Agreement.

     b. If Lessee fails to pay when due any amounts payable to Lessor hereunder,
Lessor  shall give Lessee  written  notice of such failure and Lessee shall have
ten (10) days in which to pay amounts  owing to Lessor.  If Lessee  fails to pay
the  amounts  owing to Lessor  within  that  period,  Lessor may, at its option,
declare Lessee in default and terminate this Agreement.

     c. If Lessee defaults in the performance of any obligation  hereunder other
than the  obligation  to pay Lessor  money when due,  Lessor  shall give  Lessee
written notice of such default and Lessee

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shall have ninety (90) days, or such longer period as may reasonably be required
under the  circumstances,  to cure such  default.  If Lessee  fails to cure such
default within the applicable period, then Lessor may, at its option,  terminate
this  Agreement,  which right  shall be in  addition  to such other  remedies as
Lessor  may have at law or equity;  provided,  however,  that if any  default of
minor  importance  occurs hereunder which otherwise could constitute a cause for
cancellation or forfeiture of Lessee's rights hereunder, and if such default can
be fully  compensated  for in damages,  and is so compensated  for within ninety
(90) days after demand by Lessor,  then such default  shall not be the basis for
cancellation  or  forfeiture  of  this  Agreement  or  any  of  Lessee's  rights
hereunder.

     d. Upon the  termination  or  expiration  of this  Agreement,  Lessee shall
continue to be liable for the payment of rents and royalties which accrued prior
to  termination  or  expiration,  and  for  the  completion  of  reclamation  in
accordance with applicable laws, rules, and regulations.

     e. Upon the  termination  or  expiration  of this  Agreement,  Lessee shall
provide Lessor with a quit claim deed covering the Leased Premises.

     15. ASSIGNMENT AND SUBLEASE.

     This  Agreement  shall  extend to and be binding  upon the  successors  and
assigns of Lessor and Lessee. The rights and obligations of the Lessee hereunder
may not be assigned or sublet without the prior written  consent of Lessor,  not
to be unreasonably withheld or delayed.  Lessor's consent to proposed assignment
or sublease  shall not operate to waive Lessor's right to disapprove any further
assignment or sublease.  Lessee shall have the right to subcontract  with others
for the performance of exploration,  development,  mining and other  operations,
but no such  subcontract  shall  relieve  Lessee  of its  obligations  to Lessor
hereunder.

     16. RECORDATION.

     Neither  Lessee nor Lessor shall  record this  Agreement.  However,  Lessor
agrees to execute a Memorandum of Agreement as provided in Section 1(b).

     17. BINDING ARBITRATION.

     In the event a dispute of any kind or nature  arises under this  Agreement,
Lessor  and Lessee  shall  negotiate  in good faith in an effort to resolve  the
dispute. If the dispute is not resolved following good faith  negotiations,  the
parties shall select a mutually  agreeable  arbitrator and submit the dispute to
such arbitrator for binding  arbitration under the Commercial  Arbitration Rules
of the American Arbitration Association.  In the event the parties are unable to
agree upon an arbitrator,  an arbitrator  shall be appointed in accordance  with
the rules and procedures of the American  Arbitration  Association.  The cost of
any  arbitration  proceeding  shall  be paid  by the  non-prevailing  party,  as
determined by the arbitrator, who shall also award reasonable attorney's fees to
the prevailing  party. The award of the arbitrator may be enforced in a court of
competent jurisdiction.

     18. DEFINITION OF SAND AND GRAVEL.

     All  references  to sand and  gravel in this  Agreement  shall  mean  sand,
gravel,  rock,  dirt,  silt,  and any and all earth  materials  removed from the
Leased Premises.


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     19. DAMAGES TO WHEAT CROP.

     Lessee agrees to pay to Don R. Rushton the following  amount for any damage
to wheat crops caused by Lessee's  sand and gravel  operation;  damages based on
thirty (30)  bushels of wheat per acre at the going rate per  bushel.  By way of
illustration,  if two (2) acres are damaged,  and the going rate per bushel were
Four Dollars ($4.00), the payment would be Two Hundred Forty Dollars ($240.00).

     20. LAND USE.

     Lessee agrees not to bring in or store  equipment or any materials not used
in Lessee's or normal standard sand and gravel operations. Materials such as the
following, but not limited to the following,  shall not be brought in, deposited
or buried on the Leased Premises; toxic or hazardous materials,  waste concrete,
asphalt,  construction  material,  yard waste,  backfill,  garbage,  etc. Lessee
agrees to keep the Premises in good order.

     21. NOTICES.

     Any notice given  hereunder  shall be personally  delivered or forwarded by
Certified Mail, Return Receipt Requested, addressed to:

         If to Lessor:    Brent L. Rushton
                          Alma Laurence Rushton et. al.
                          5491 West 4100 South
                          West Valley City, Utah 84120

         If to Lessee:    Mr. Gary Nolan
                          c/o Monroc, Inc.
                          P.O. Box 537
                          Salt Lake City, Utah 84110

     Notice shall be effective upon receipt.


     Executed as of the day and year first written above.

                             ALMA LAURENCE RUSHTON et. al.


                             By:      _____________________________________
                                      Alma E. & Ethel B. Rushton
                                      Family Partnership
                                      General Partner - Don R. Rushton


                             By:      _____________________________________
                                      Rushton Family Partnership
                                      General Partner - Don R. Rushton



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<PAGE>


                              By:      _____________________________________
                                       A. Laurence & Elva J. Rushton
                                       Family Partnership
                                       General Partner - Elva J. Rushton


                              By:      _____________________________________
                                       Norma E. Earl Trust
                                       Norma B. Earl


                              By:      _____________________________________
                                       Floyd S. Rushton


                              By:      _____________________________________
                                       Brett L. Rushton


                              By:      _____________________________________
                                       Debra J. Dangerfield


                              By:      _____________________________________
                                       Jill A. Hoth



                                  MONROC, INC.


                              By:      _____________________________________

                              Its:     _____________________________________



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