SAND AND GRAVEL LEASE


     THIS AGREEMENT is made and entered into this 25th day of October,  1996, by
and between LLK, INC., a Utah corporation,  hereinafter referred to as "Lessor,"
and MONROC, INC., a corporation, hereinafter referred to as "Lessee," for and in
consideration of Ten Dollars and other valuable  consideration paid by Lessee to
Lessor, the receipt and sufficiency of which are hereby acknowledged, WITNESSETH
THAT:

     1.   RIGHTS GRANTED AND PROPERTY DESCRIPTION.

          a.  Subject to the  following terms and conditions  of this Agreement,
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").  Within  thirty (30)
days of the date  hereof,  Lessee  may 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, the cost of which will be paid by Lessee. At
that time Lessor shall,  if requested by Lessee,  execute a mutually  acceptable
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, if necessary, to use that description.

          b.   Lessee  shall  have  the  right   to  construct  such  buildings,
excavations,  openings,  stockpiles,  dumps,  ditches,  ponds, drains,  roads, a
concrete  batch plant,  and other  structures and  improvements  upon the Leased
Premises,  and to place  machinery  and  equipment  thereon,  as Lessee may deem
appropriate for prospecting for, excavating, processing, preparing, and removing
sand and gravel.  Lessee  shall  remove all such  property at any time or within
sixty (60) days after termination of this Agreement.

     2.   TITLE EXAMINATION.

          a.   Lessor warrants that Lessor owns good and marketable title to the
surface and mineral estates,  including sand and gravel,  in the Leased Premises
free of liens, claims, and encumbrances,  and Lessor agrees to defend said title
against any person claiming an interest therein.

          b.   Within fifteen (15) days after the date of this Agreement, Lessor
shall furnish  Lessee with a Commitment of Title  Insurance from a title company
acceptable to Lessee, and at Lessee's cost expense,  together with copies of all
documents  referred to in the exceptions in such  Commitment,  and together with
copies of the latest tax receipts.  Lessee shall have fifteen (15) days from the
date of delivery of the  Commitment  in which to notify  Lessor in writing  that
said title is acceptable to Lessee (using its reasonable  business  judgment) or
to identify  title defects as to which Lessee may  reasonably  object,  in which
case Lessor shall use all reasonable means to correct such defects. If Lessor is
unable to correct such defects to the reasonable  satisfaction of Lessee, Lessee
may, by written notice to Lessor,  terminate this  Agreement,  in which case the
payment made pursuant to paragraph 3(b) will be returned to Lessee.

     3.   TERM OF THIS AGREEMENT.

          a.   The term of this Agreement  shall be five (5) years from December
1, 1996,  and continuing for so long after the expiration of such term as Lessee
continues to pay Lessor advance royalties pursuant to paragraph 7 below.

          b.   Upon execution  of this  Lease,  Lessee  shall  pay  Lessor Seven
Thousand  Five  Hundred  Dollars  ($7,500)  in cash,  which  shall be applied as
advance  royalty as  provided  below.  The  failure of Lessee to pay such amount
shall  result  in  termination  of this  Agreement  and all of  Lessee's  rights
hereunder.

     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 mine plan and proposed  locations of plant
and equipment.  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
operations  hereunder;  provided,  however,  that Lessor  will not  unreasonably
withhold or delay its approval of such plans, amendments, or revisions, and that
Lessee will not unreasonably  withhold consent to Lessor's  reasonable  proposed
amendments to such plans. If agreement cannot be reached  regarding these plans,
this Agreement shall terminate and any amounts paid to Lessor hereunder shall be
retained by Lessor.

          b.   It is understood  by both parties  that it  may 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  any  necessary
Permits.  Lessor agrees to cooperate with and to join Lessee in applying for the
Permits, and Lessee shall reimburse Lessor for all costs and expenses reasonably
incurred in connection therewith.

          c.   If  all  required Permits  have  not been  obtained by  the first
anniversary  of the date of this  Agreement,  either  Lessor or Lessee  may,  by
written notice, terminate this Agreement.

          d.   The  first day of  the month following  the month in which Lessee
has obtained all required Permits is referred to herein as the "Effective Date."
Lessee shall pay Lessor Thirty Thousand  Dollars  ($30,000) within ten (10) days
after the Effective Date,  which shall operate as rental for the one-year period
starting  December 1, 1996.  Before  commencing  actual mining operations on the
Leased  Premises,  Lessee shall provide  Lessor with a  reclamation  bond in the
amount of Fifty Thousand  Dollars  ($50,000) which is the amount required by the
Utah  Division  of Oil,  Gas and  Mining,  and which  amount is  expected  to be
adequate  to  reclaim  the  Leased  Premises,  especially  with  contemporaneous
reclamation.

          e.   If for any reason  Lessee elects not to  proceed with  a sand and
gravel operation on the Leased Premises, Lessee shall provide Lessor with copies
of all  exploration  data  including  maps of drill hole  locations,  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 as a
condition as it is now in, to the reasonable satisfaction of Lessor.

          f.   Lessee will provide Lessor with copies of all Permits as they are
obtained.  Should Lessee need 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.

     5.   OPERATIONS.

          a.   Lessee agrees  to explore, mine,  operate, work,  and reclaim the
Leased  Premises in accordance  with good and accepted  mining  practices and in
compliance  with all  applicable  federal,  state,  and  local  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.

     Lessee may remove and/sell  overburden and topsoil from the Leased Premises
as Lessee deems appropriate.  Lessee will pay the production royalty provided in
paragraph 7(b) on any topsoil removed from the Leased Premises.  Lessee may also
utilize as much of the  overburden  and topsoil as Lessee deems  appropriate  to
accomplish reclamation of the Leased Premises.

     7.   ROYALTY ON SAND AND GRAVEL

          a.   Lessee shall pay Lessor  an advance royalty of Three Thousand One
Hundred Fifty Dollars ($3,150) per month,  commencing December 1997. The advance
royalty for each month shall be paid on or before the 15th day of the  following
month.

          b.   Lessee shall pay  Lessor a production royalty per ton of sand and
gravel  removed from the Leased  Premises and sold. The amount of the production
royalty shall be as follows:

          If removal occurs:                          Royalty/Ton
          12/1/96 - 11/30/97                              $0.25
          12/1/97 - 11/30/98                               0.26
          12/1/98 - 11/30/99                               0.27
          12/1/99 - 11/30/00                               0.29
          12/1/00 -                                        0.31

Lessee shall pay such  royalty on or before the 15th day of the month  following
the month of sale.  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.  Lessee shall also be entitled
to credit the rental  payments made  pursuant to paragraphs  3(b) and 4(d) above
against production royalties.

          c.   On or before  the 15th day  of each month,  Lessee  shall provide
Lessor with a report setting out the amount of material  removed from the Leased
Premises and sold during the prior  month,  the amount of  production  royalties
offset by advance  royalties,  if any,  and any other  information  necessary to
calculate the amount of royalty due and payable.

          d.   Lessee  shall not  be required  to pay  a  production royalty  to
Lessor with respect to material from the Leased Premises used for development of
the  Leased  Premises  in  connection  with  Lessee's  operations  thereon or in
connection with reclamation of the Leased Premises.

     8.   RECORDS AND RIGHT OF INSPECTION.

          a.   Lessee  shall keep  accurate records  of the amounts  of sand and
gravel removed from the Leased Premises and sold.

          b.   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.

     9.   WATER RIGHTS.

     Lessee,  at its  expense,  shall  have the  right to use all  water  rights
appurtenant  to the  Leased  Premises,  to use the  existing  well on the Leased
Premises,  and to drill one or more wells on the Leased  Premises.  Lessor shall
sign such change and other applications as Lessee may reasonably request. Lessee
shall seek to change  the point of  diversion  of other  water  rights  owned by
Lessee, in such quantities as Lessee deems necessary, and subject to approval of
the  State  Engineer,  to a well or  wells  on the  Leased  Premises.  Upon  the
expiration or  termination  of this Agreement any wells drilled by Lessee on the
Leased  Premises  and any water  rights  transferred  to the Leased  Premises by
Lessee shall become the property of Lessor.

     10.  ENVIRONMENTAL PROTECTION.

          a.   Lessor represents  and warrants  to Lessee  that,  to the best of
Lessor's knowledge,  no hazardous wastes,  toxic materials,  leaking underground
storage tanks, or other  conditions that are in violation of any federal,  state
or local law, rule or regulation, currently exist on the Leased Premises. Lessor
grants to Lessee  the right to  conduct  an  environmental  audit of the  Leased
Premises,  at Lessee's sole cost and expense,  at any time from the date of this
Agreement  to  December  1,  1996.  Should  Lessee,  during  the  course  of the
environmental  audit,  discover any hazardous wastes,  toxic materials,  leaking
underground storage tanks, or other material environmental problem, Lessee shall
immediately notify Lessor and Lessor shall be responsible for the removal of the
same to bring the Leased Premises in conformance with applicable laws, rules and
regulations.  If Lessor fails to do so, Lessee may, by written notice, terminate
this Agreement,  in which case the payment made pursuant to paragraph 3(b) shall
be returned to Lessee. Once Lessee occupies the Leased Premises,  Lessee will be
responsible  for any  contamination  of the  Leased  Premises  in  violation  of
applicable laws, rules, or regulations caused by Lessee's operations, and Lessee
shall  hold  Lessor   harmless   from  any  costs   associated   with  any  such
contamination.

          b.   Lessee shall not introduce  to the Leased Premises  any hazardous
wastes or toxic materials or place any underground storage tanks in violation of
any federal, state, or local laws, rules or regulations. Lessee's facilities for
storage of fuels, oils, other wastes and toxic materials,  and disposal of same,
shall be carried out by Lessee in conformance  with applicable  laws,  rules and
regulations.

     11.  ACCESS.

          a.   Lessor  grants  to  Lessee  the  right  to develop  roads  Lessee
reasonably  believes are necessary and shall  cooperate with Lessee in obtaining
any needed access permits.

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

          c.   Lessee shall have  the right  to drill and otherwise  explore the
Leased Premises prior to the Effective Date.

     12.  INSURANCE AND OTHER OBLIGATIONS OF LESSEE.

          a.   At  its  sole  expense,  Lessee  shall  maintain  at  all  times,
statutory Workmen's  Compensation and Occupational  Disease Disability Insurance
coverage as  required  under the laws and  regulations  of the State of Utah for
every workman or employee who performs work for Lessee hereunder.

          b.   At its sole expense,  Lessee shall purchase and shall maintain at
all times, 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) each occurrence;

               (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 in connection with the Leased Premises
shall have similar and adequate insurance in full force and effect.

          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.

     13.  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.

     14.  MUTUAL RIGHT TO PAY LIENS.

          a.   If any  indebtedness of  Lessor,  including  real property taxes,
which may  become a lien  against  the Leased  Premises  during the term of this
Agreement should not be paid when due, Lessee,  at its option,  may pay the same
if necessary to protect its rights  hereunder.  For all payments so made, Lessee
shall be  reimbursed  by Lessor on  demand  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, or its performance
of the covenants and agreements contained herein, 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  paragraph  shall  survive  the  termination  of
expiration of this Agreement.  Lessee shall have the right to contest any tax or
lien by appropriate proceedings.

     15.  TERMINATION.

          a.   Lessee  shall  not  be  required  to  continue  operations  if it
reasonably  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 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 money  when due,  Lessor  shall give  written
notice of such default to Lessee and Lessee shall have sixty (60) days,  or such
longer period as may  reasonably be required  under the  circumstances,  to cure
such default.  If Lessee shall fail to cure such default  within the  applicable
period, then Lessor may, at its option, terminate this Agreement, in addition to
such other remedies it 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  sixty (60) days after demand by Lessor,  then such default  shall not be
basis for cancellation or forfeiture of this Agreement or any of Lessee's rights
hereunder.  In the event  Lessee  becomes  insolvent,  becomes  the subject of a
proceeding  under the  Bankruptcy  Act,  or assigns of any of its assets for the
benefit of creditors, such occurrence shall be considered a default hereunder.

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

          e.   Upon termination  of this Agreement  with respect  to all  or any
part of the Leased  Premises,  Lessee  agrees to furnish  Lessor with a document
satisfactory to Lessor verifying such termination, and agrees to sign and record
a mutually acceptable release of any Memorandum of Lease.

     16.  REMOVAL OF FIXTURES AND EQUIPMENT.

     Within  ninety (90) days after an event of  surrender or a  termination  of
this Agreement, Lessee shall in accordance with all applicable Permits, laws and
regulations and without necessary waste or injury to the Leased Premises, remove
from the Leased Premises all of Lessee's property.

     17.  ASSIGNMENT AND SUBLEASE.

     This  provision of 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,  which  consent may be withheld only for good and valid reasons (such
as the  credit-worthiness  of the  assignee).  Lessor's  consent  to a  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  and mining work
hereunder, subject to all terms of this Agreement, but no such subcontract shall
relieve Lessee of its obligations to Lessor hereunder.

     18.  RIGHT OF FIRST REFUSAL.

     If Lessor makes an offer to sell the Leased Premises, or if Lessor receives
an offer to buy the Leased  Premises which is acceptable to Lessor,  Lessor,  in
either case, shall give written notice of such fact to Lessee  describing all of
the terms of the  offer.  Lessee  shall  have a period of thirty  (30) days from
receipt  of such  notice in which to elect,  by  written  notice to  Lessor,  to
purchase the Leased Premises on the terms described in such offer.

     19.  RECORDATION.

     Neither Lessee nor Lessor shall record this Agreement.

     20.  PROPERTY TAXES.

     Lessee agrees to pay all personal  property  taxes related to the equipment
and/or  fixtures  located on the Leased Premises as may be assessed by the state
or any local governing  agencies.  Lessee shall also pay the full amount of real
property taxes, including, without limitation, any "green belt" roll back taxes,
related to the Leased Premises during its occupancy thereof,  within thirty (30)
days of billing  and in any event on or before the date that the same are due to
the county assessor.

     21.  FARMING.

     Lessor shall have the right to farm any portion of the Leased  Premises not
used by Lessee.

     22.  COMMISSION.

     Lessor shall pay and shall save Lessee harmless from any  commissions  owed
to Mansell Realty with respect to this Lease.

     23.  CURRENT LEASE.

     Attached  hereto is a copy of the  current  lease for the Leased  Premises.
Lessor  represents  and warrants that Lessor has the right to terminate and will
terminate such lease effective before December 1, 1996. Lessee acknowledges that
the Leased  Premises  are  occupied by the  current  Lessee and that the current
Lessee  may not  have  removed  all of its  equipment  and rock  piles  prior to
December 1, 1996.  Lessor and Lessee shall jointly  inventory such equipment and
rock piles on the Leased  Premises on December 1, 1996.  Lessor  shall take such
steps as are  necessary to ensure that the current  Lessee's  equipment and rock
piles do not  interfere  with  Lessee's  occupancy or  operations  on the Leased
Premises,  and that such  equipment  and rock piles are removed  from the Leased
Premises  within a  reasonable  period but in any event  prior to March 1, 1997.
Lessee shall have no obligations with respect to the current Lessee's  equipment
or rock piles,  except the obligation to pay production  royalty on any sand and
gravel stockpiled by the current Lessee which is acquired by Lessee and sold.

     24.  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.

     25.  NOTICES.

     Any notice of default,  cancellation,  termination, or any other notices of
demand in writing  required or that may be given hereunder shall be forwarded by
Certified Mail, Return Receipt Requested, addressed to:

If to Lessor:           LLK, Inc.
                        7162 South 2340 East
                        Salt Lake City, Utah 84121

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.


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


                                   LLK, INC.,
                                   a Utah corporation

                                   By:_____________________________________
                                      Its: _________________________________


                                   MONROC, INC.,
                                   a corporation

                                   By:______________________________________
                                      Its:__________________________________