MEMORANDUM OF AGREEMENT


     THIS  MEMORANDUM  AGREEMENT  is made and  entered  into this  ______ day of
September,  1997,  by and between  KENNETH  DUNN, a married man dealing with his
sole and separate property ("Seller") and MONROC,  INC., a Delaware  corporation
("Buyer"):

     RECITALS:

     Monroc  desires to  purchase  from Dunn and Dunn  desires to sell to Monroc
certain real property owned by Dunn located in Middleton,  Canyon County, Idaho,
consisting  of two  parcels  containing  approximately  73  total  acres of land
(generally  shown on Exhibit "A" attached  hereto as "Parcel Dunn-1" and "Parcel
Dunn-2"),  including  an  area  now  subject  to a  railroad  right-of-way,  and
including all rights, interests and claims of Seller to an additional four acres
adjoining  Parcel Dunn-1 in an area bounding the Boise River,  together with all
improvements,  water, mining and mineral rights,  beneficial easements and other
appurtenances owned by Seller (collectively the "Property").

     The property is located in the East half of the Southeast quarter and Lot 3
of Section  17,  township 4 North,  Range 2 West of the Boise  Meridian,  Canyon
County,  Idaho,  excepting therefrom:  the East 25 feet of said East half of the
Southeast  quarter of said Lot 3. Prior to closing,  the  Property  will be more
particularly  described  by metes and  bounds on a mutually  approved  survey at
Buyer's  expense;  at such time as the  descriptions  are  available and will be
attached hereto as Exhibit "B" and shall be the  descriptions for the purpose of
completing this transaction.

     NOW,  THEREFORE,   for  valuable  consideration,   the  receipt  and  legal
sufficiency of which is hereby  acknowledged,  the parties covenant and agree as
follows:

     1.  PURCHASE  PRICE:  The price to be paid for the  property  will be Seven
Hundred Fifty Thousand and no/100ths ($750,000.00) ("Purchase Price") payable in
the following manner:

     (a) Thirty-five  Thousand and no/100ths Dollars  ($35,000.00) earnest money
("Earnest Money Deposit") payable upon the parties' execution of this Agreement,
which shall become  non-refundable to Buyer upon expiration of the Review Period
as hereinafter set forth,  excepting only Seller's inability to deliver good and
marketable  title to the Property at closing or other  failure to close which is
not the fault of the Buyer.  The Earnest Money Deposit shall be credited against
the Purchase Price at closing.

     (b)  Twenty-five  percent  (25%) of the Purchase  Price shall be payable in
cash at closing, less the Earnest Money Deposit. The balance shall be payable to
Seller under the terms of a promissory  note secured by a first  mortgage on the
Property,  together with  interest  thereon at the rate of nine percent (9%) per
annum,  principal and interest  payable  monthly fully  amortized  over ten (10)
years.

     (c)  If on or before December  31, 1997,  Buyer has not obtained  necessary
governmental  approvals for its anticipated  uses of the Property,  Buyer at its
option may terminate  this Agreement and,  excepting  Seller's  retention of the
Earnest Money Deposit, the parties shall have no further obligation or liability
to each other.

     2.  REVIEW  PERIOD/EARNEST  MONEY: The parties agree that Buyer will have a
thirty  (30) day period  following  the  execution  of this  Agreement  ("Review
Period")  to  enter  upon  the  Property   and  to  conduct   such   inspection,
environmental  and  geological  testing as it deems  appropriate,  including the
drilling  of test holes.  Test holes will be limited to pasture or areas  deemed
suitable  by  Seller,  and if for any reason  the Buyer  does not  complete  the
purchase as provided herein Buyer shall  immediately  refill all test holes in a
manner  acceptable  to Seller.  Buyer will also  review and approve or state any
objections to a preliminary title commitment. If these conditions are not met to
Buyer's  satisfaction  by the  expiration of the Review  Period,  Buyer shall be
entitled to receive the refund of the Earnest Money Deposit, this Agreement will
terminate,  and the parties will have no further obligation or liability to each
other except for Buyer's cleanup if the same has not already been completed.

     3.  BUYER'S BOARD APPROVAL: It shall be a condition to closing that Buyer's
Board of  Directors  give its  approval  for the purchase of the Property by the
expiration of the review period. In the event Buyer satisfactorily completes its
review  within the Review  Period but does not receive the approval of its Board
of Directors, then Buyer shall forfeit its Earnest Money Deposit.

     4.  USE OF THE PROPERTY:  The parties acknowledge that Buyer's intended use
of the  Property is for  construction  of a  ready-mix  concrete  plant,  gravel
mining, production of pre-stress and pre-cast concrete products, construction of
roads, and ancillary uses, and will include noise, dust and trafficking of heavy
equipment.  Seller will reasonably  cooperate in obtaining the necessary  zoning
approvals for this intended use.

     5.  RAILROAD  RIGHT OF WAY:  It shall be a  condition  of closing  that the
portion of the property in Parcel Dunn-2 now subject to a railroad  right-of-way
shall be deeded to Buyer free and clear of any  interest by the  railroad or any
third party.  It shall be the  responsibility  of Seller at his expense prior to
closing to obtain  necessary  documentation  from the railroad  releasing and/or
vacating the right-of-way for the benefit of Monroc.

     6.  BUILDING PERMITS: Buyer acknowledges that Seller has been granted three
building  permits for the  Property  by the Canyon  County  Planning  and Zoning
Department, and the parties agree that such building permits shall remain in the
name of the Seller. Buyer agrees to cooperate with Seller in having the building
permits transferred from the Property to other real property owned by Seller.

     7.  CLOSING/TITLE:

     (a) The closing of the purchase of the  Property  will occur on the earlier
of 30 days following  final  governmental  approvals or December 31, 1997, or on
such other date as the  parties  shall  mutually  agree.  The  Property  will be
conveyed  by  general   warranty  deed  at  closing,   free  and  clear  of  all
indebtedness,   liens,   claims  and   encumbrances,   including   the  railroad
right-of-way,  excepting,  however, easements,  restrictions and reservations as
approved by Buyer.  In the event that there are any unpaid  liens on the date of
closing,  Buyer may cause any such  indebtedness to be paid and credited against
the price.

     (b) Seller will at its cost provide a title  insurance  policy insuring the
interest  of Monroc in the  amount of the  Purchase  Price an  showing  that the
Property is free and clear of all indebtedness, liens and encumbrances excepting
only those  matters  which Buyer has approved  following its review of the title
commitment.

     (c) Closing will occur at the offices of Pioneer Title Company in Caldwell,
Idaho, who will also provide the preliminary  title commitment and title policy.
Except for the cost of title insurance,  which is Seller's  responsibility,  the
parties will slit the closing  costs 50-50 and pro-rate the taxes as of the date
of closing. Each party will be responsible for his or its own legal cost.

     8.  BROKER/REAL  ESTATE  FEES:  The parties  acknowledge  that no realtors,
brokers or any person claiming a finder's fee are involved in this transaction.

     9.  RECORDING: Neither this Agreement nor any copy hereof shall be recorded
without the prior written consent of both parties having been obtained.

     10.  FURTHER  ASSURANCES:  The  parties  acknowledge  that  Buyer  will  be
incurring  expenses to  inspect,  test and survey the  Property,  to seek Zoning
approvals and other  preparatory  activities in reliance on this Agreement.  The
parties  agree to  execute  any other  documents  necessary  or  appropriate  to
effectuate the intention of the parties as expressed herein.

     11.  BINDING AGREEMENT:  Upon Seller's  execution of this Agreement it will
become a fully binding  agreement between the parties,  their heirs,  successors
and assigns, and may only be modified by further written agreement.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.


                                             _______________________________
                                             Kenneth Dunn


                                             MONROC, INC.


                                             By ____________________________
                                             Its


STATE OF IDAHO          )
                        )ss.
County of Ada           )

     On this  _______ day of  September,  1997,  before me, the  undersigned,  a
Notary Public in and for said State,  personally appeared KENNETH DUNN, known or
identified  to me to be the  person  whose  name  is  subscribed  to the  within
instrument and acknowledged to me that he executed the same.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal the day and year in this certificate first above written.


                                             _______________________________
                                             Notary Public for Idaho
                                             Residing at Boise, Idaho
                                             My commission expires:


STATE OF IDAHO          )
                        )ss.
County of Ada           )

     On this ___ day of September,  1997,  before me, the undersigned,  a Notary
Public in and for said State, personally appeared , known or identified to me to
be the of MONROC,  INC., the corporation that executed the within  instrument or
the  person who  executed  the  instrument  on behalf of said  corporation,  and
acknowledged to me that such corporation executed the same.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal the day and year in this certificate first above written.


                                             _______________________________
                                             Notary Public for Idaho
                                             Residing at Boise, Idaho
                                             My commission expires: