its discretion allow RMI to operate a RMC Plant on a project specific basis, within (ten) 10miles of the property, provided Buckeye retains the right of first refusal to supply coarse andfine aggregate for that specific project.     1.3 **Potable Water Well.**In the event RMI and/or proposed additional tenants install a potablewater well and pressure tank for use in its operations, Buckeye shall have the right to connect tothe water line leaving the pressure tank so that it can use the potable water at its office andquality control facilities. There shall be no cost to Buckeye for the use of the water and thereshall be no cost to RMI and additional tenants for Buckeye’s connection and extension of waterlines to its facilities. If RMI proceeds with the installation of the potable water well and it issufficient to support two batch plants, Buckeye will require the second user to reimburse RMI for 1/2(one half) of the development and construction costs of the potable water well, if and when theyconnect to the well water.     2. **ACCESS**. During the term of this Agreement, RMI and its customers shall have thenonexclusive use of the existing private roads on the Property for ingress and egress in connectionwith its activities hereunder provided such use does not unreasonably interfere with Buckeye’soperations on the Property.     3. **TERM**.     3.1 **Term**. The term of this Agreement shall commence on May 5, 2008 (the “Effective Date”) andshall continue for seven (7) years unless extended (the “Term”). In the event Buckeye is not ableto continue operations or extend its mining permit for any reason beyond the control of Buckeye,the conditions set forth in Section 9 “Force Majeure” shall apply.     3.2 **Renewal Term**. RMI shall have the right to renew and extend this Agreement for five (5)additional one (1) year terms subject to negotiating annual material purchase agreements withBuckeye prior to the expiration of the Term. Buckeye may terminate the lease after the expirationof the 7th year if a development plan is submitted and approved by the Town of Buckeye or GoverningAgency to convert the upland part of the property owned by the Company to another use. Buckeyeshall give RMI six months written notice and pay the actual costs incurred by RMI to relocate itsconcrete plant not to exceed $250,000. The maximum amount of the relocation cost will be reducedby $50,000 for each one year option exercised by RMI.     4. **PRODUCT REQUIREMENTS**.     4.1 **Minimum Tonnage**. In partial consideration of the rights granted by Buckeye hereunder, RMIagrees to purchase from Buckeye all of its requirements for fine and coarse aggregates for use inthe manufacture of ready mix concrete at the RMC Plant (the “Products”). On or before January 1 ofeach calendar year during the term of this Agreement, RMI shall notify Buckeye of its expectedrequirements for the next calendar year, including those requirements for Products for use in anRMC Plant (the “Annual Minimum Quantities”).
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     RMI agrees that, commencing on January 1, 2009 and for each year thereafter as long as thisAgreement remains in effect, the annual payment Buckeye receives (the sum total of the twelvemonthly payments due and paid for each year of the Agreement) shall not be less than an amount (the“Annual Minimum Payment”) calculated on the basis of the minimum annual combined sales of fine andcoarse aggregate and the price of Washed Fine and Coarse Aggregate during the year pursuant toExhibit C. Beginning on January 1, 2010 and thereafter as long as this Agreement remains ineffect, the Annual Minimum Payment shall be adjusted January 1 of each calendar year of thisAgreement based on the Adjusted Price for fine and coarse aggregate determined in accordance withExhibit C, Paragraph 2 hereof, provided, however, effective January 1, 2009, the Annual MinimumQuantities shall not be less than 100,000 tons for the first 12 months of this agreement, 150,000tons for the second 12 months of this Agreement and 200,000 tons for each 12 months thereafter.     RMI agrees that commencing on January 1, 2009 and for each month thereafter as long as thisAgreement remains in effect, the Minimum Monthly Payment Buckeye receives shall not be less than anamount calculated on the basis of the Monthly Minimum Quantity (as defined herein) and the price ofWashed Coarse and Fine Aggregate determined in accordance with Exhibit C, Paragraph 2 hereof.Effective January 1, 2009, the Monthly Minimum Quantity shall not be less than 6,250 tons per monthfor the first 12 months of this Agreement, 9,375 tons per month for the second 12 months of thisAgreement, and 12,500 tons per month for each 12 months thereafter. If in any month RMI’s paymentdue is less than the Minimum Monthly Payment (“Monthly Overpayment”), RMI shall be given a credit(“Monthly Overpayment Credit”) equal to the amount of the Monthly Overpayment and MonthlyOverpayment Credits may accumulate except that each Monthly Overpayment Credit shall have a term of12 months. RMI may use any portion of accumulated unexpired Monthly Overpayment Credits to reducethe amount of any future Minimum Monthly Payment, provided RMI’s purchases exceed the MinimumMonthly Payment by an amount equal to or greater than the credit taken.     RMI shall be obligated to purchase and Buckeye shall be obligated to sell and deliver to RMIthe Annual Minimum Quantities during the calendar year. In the event RMI fails to purchase theAnnual Minimum Quantities during such calendar year (other than due to Buckeye’s failure orinability to supply such Products or due to a Force Majeure as provided in Section 9 below), RMIshall pay to Buckeye, as liquidated damages, an amount equal to 25% of the price of each ton of theAnnual Minimum Quantity not purchased by RMI in such calendar year.     RMI may at its option request Aggregates deliveries in any calendar year in excess of theapplicable Annual Minimum Quantity and Buckeye shall, if and to the extent it has the capacity todo so, supply such aggregates to RMI; provided, however, that Buckeye’s obligation to supplyaggregates in excess of the applicable Annual Minimum Quantities shall be subject to any contractsor commitments to third parties entered into by Buckeye with third parties following RMI’s noticeof Proposed Annual
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Quantities for such year. Subject to the Annual Minimum Quantity, Buckeye shall not beobligated to provide RMI more than 40% of the total concrete aggregate and washed concrete sandproduced by Buckeye.     4.2 **Price.**The price for the Products shall be as listed on Exhibit C hereto, subject toescalation as provided in said Exhibit and payment shall be made on the payment terms as set forthin said Exhibit.     4.3 **Delivery and Weights**. The Products shall be delivered by Buckeye to stockpiles atlocations near the Plant. Measurement of materials used by RMI for payment purposes shall be madeby RMI. For material used in the production of ready mix concrete measurement shall be based uponthe quantities of coarse and fine aggregate as shown on the RMI’s computer printouts for the plantlocated on the RMC Plant site.     4.4 **Quality**. The Products sold and delivered under this Agreement to RMI shall satisfy thosespecifications set out in Exhibit C hereto     5. **FINANCIAL ASSURANCE**. RMI hereby acknowledges that Buckeye has provided financialassurance to the State Mine Inspector in connection with an approved Reclamation Plan for miningand ancillary uses on the Property. If additional financial assurance is required by the StateMine Inspector due to RMI’s operation of a RMC plant on the Property, RMI will be responsible toprovide a bond or other form of financial guarantee satisfactory to the State Mine Inspector, at nocost to Buckeye.     6. **COMPLIANCE WITH LAWS**. RMI shall comply with all applicable laws in the conduct ofits operations hereunder, including without limitation those relating to environmental protection.RMI hereby acknowledges that the Leased Premises are within the floodplain and/or floodway of theGila River and further acknowledges receipt of a copy of the mining permit from the Maricopa CountyFlood Plain District.     7. **TAXES AND UTILITIES**. Buckeye agrees to make payment for all real estate taxes onthe Property. However, RMI shall pay that portion of the real estate taxes attributable to theLeased Premises when billed for same by Buckeye. RMI shall also pay when due all *ad valorem*taxesassessed on any improvements or personal property located on or used in its operation of the Plantson the Leased Premises. RMI shall pay all utilities, including but not limited to, electricity,gas, and water, consumed by RMI on the Leased Premises in the operation of the Plants. If suchutility costs are not separately identified and billed to RMI, but are charged to Buckeye togetherwith those for the Property generally, RMI shall promptly reimburse Buckeye for those utility costsattributable to RMI’s operations on the Leased Property. In addition, RMI shall reimburse Buckeyefor that portion of the cost of extending electrical service to the Property based on thepercentage of amperage allocated to the Plant.
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     9. **FORCE MAJEURE**.     9.1 **Force Majeure**. Neither party shall be liable for damages for any delay or failure inperformance of this Agreement, other than to make payments due hereunder, resulting from acts ofGod, including, but not limited to floods, storms, earthquakes, hurricanes, tornadoes, or othersevere weather or climatic conditions, acts of public enemy, war, blockades, insurrection,vandalism or sabotage, fire, accident, wreck, explosion, strike or labor dispute, embargoes,governmental laws, orders, regulations, or third-party transportation disruptions, which causeinterruption in the production of Products at Buckeye’s operations on the Property, the receipt,use or consumption of Products by RMI at any Plant or the manufacture and sale of ready-mixconcrete by RMI from the Plant.     9.2 **Notice**. The party experiencing an event of Force Majeure will send written notice to theother party describing the nature of the Force Majeure, the estimated volume of Products expectedto be effected thereby and its expected duration. This notice shall be sent within 5 days of thebeginning of the event of Force Majeure and within 10 days of the end of such event.     9.3 **Duties.**The party whose performance is affected by such Force Majeure shall, to theextent practical through commercially reasonable efforts, remedy such condition with all reasonabledispatch; provided, however, that neither party shall be required to settle or otherwise adjust alabor dispute or challenge the validity of any act of a governmental agency. The affected party’sobligations hereunder shall be suspended during the period of Force Majeure to the extent impairedby such Force Majeure. RMI, during any period of Force Majeure suffered by it that reduces itsrequirements for Products at the Plant, shall be to the extent of such reduction relieved of itsminimum obligations under this Agreement to purchase Products. Buckeye, during any period of ForceMajeure suffered by it that reduces its ability to supply Products, shall to the extent of suchinability be relieved of its obligations under this Agreement to supply Products and in such caseRMI shall have the right and option to purchase aggregates from other sources to meet itsrequirements at the Plant until such time as Buckeye has cured such Force Majeure.     10. **INDEMNITY**.     10.1 **Buckeye Indemnitees**. To the fullest extent permitted by law, RMI shall defend (by counselreasonably acceptable to Buckeye) indemnify and hold and save harmless Buckeye, any affiliate ofBuckeye, and their respective managers, members, officers, directors and employees (the “BuckeyeIndemnitees”) from and against any and all losses, demands, damages, suits, administrativeproceedings, actions, expenses (including reasonable attorneys’ fees and experts’ fees and costs),judgments, fines, penalties and any other liabilities of any nature (whether or not involvingpersonal injury or property damage), brought or had against any Buckeye Indemnitee, or suffered orincurred by any Buckeye Indemnitee which in any manner result from, arise out of, or
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concern the operations of RMI or its (or its agents’, employees’ or invitees’) use, occupancyor possession of the Leased Premises or the Property.     10.2 RMI **Indemnitees**. To the fullest extent permitted by law, Buckeye shall defend (by counselreasonably acceptable to RMI) indemnify and hold and save harmless RMI, any affiliate of RMI, andtheir respective officers, directors and employees (the “RMI Indemnitees”) from and against any andall losses, demands, damages, suits, administrative proceedings, actions, expenses (includingreasonable attorneys’ fees and experts’ fees and costs), judgments, fines, penalties and any otherliabilities of any nature (whether or not involving personal injury or property damage), brought orhad against any RMI Indemnitee, or suffered or incurred by any RMI Indemnitee which in any mannerresult from, arise out of, or concern the operations of Buckeye or its (or its agents’, employees’or invitees’) use, occupancy or possession of the Leased Premises, Property or Products.     11. **INSURANCE**. Each party shall maintain, at a minimum, during the term of thisAgreement those insurance coverages set out in **Exhibit D**, attached hereto and incorporated hereinby this reference. Promptly following the execution of this Agreement and in no event later thanthe commencement of RMI’s occupation of the Leased Premises, RMI shall cause a Certificate ofInsurance to be delivered to Buckeye, and Buckeye shall cause a Certificate of Insurance to bedelivered to RMI, confirming such coverage and stating that such coverage will not be allowed toexpire or materially reduced without thirty (30) days written notice to the other party.     12. **DEFAULT AND REMEDIES**.     12.1 **Default and Cure**. If a party (the “Defaulting Party”) fails to comply with any materialterm or condition of this Agreement, the other party (the “Non-Defaulting Party”) may providewritten notice to the Defaulting Party stating the nature of such failure (the “Default Notice”).If the Default Notice relates to (i) a failure by the Defaulting Party to pay any amount due andpayable to the Non-Defaulting Party and the Defaulting Party fails to pay such sum within 15 daysafter receipt of the Default Notice or (ii) a failure by Defaulting Party to comply with anymaterial term or condition of this Agreement, other than the payment of money hereunder, and suchfailure is not cured within 30 days after the Defaulting Party’s receipt of the Default Notice, orin the event of a cure which requires in excess of 30 days to complete, if the Defaulting Party hasnot commenced such cure within such 30 day period and thereafter does not diligently prosecute thecure to completion, the Non-Defaulting Party shall be entitled to either suspend or terminate thisAgreement. If the default arises from a failure of Buckeye to deliver Products in accordance withthe terms of this Agreement, RMI (without prejudice to other rights and remedies) may in its solediscretion purchase substitute aggregates from other sources unless and until the default is curedas provided herein.     12.2 **No Waiver**. No waiver by a party of any breach by the other party or any of such otherparty’s obligations, agreements or covenants herein shall be a waiver of any subsequent breach orof any obligation, agreement or covenant, nor shall any forbearance
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by a party to seek a remedy for any breach by the breaching party be a waiver by the non-breachingparty of any rights and remedies with respect to such or any subsequent breach.     12.3 **Rights and Remedies Cumulative, Consequential Damages**. Except as provided expressly inthis Agreement, no right or remedy herein conferred upon or reserved to a party is intended to beexclusive of any other right or remedy provided herein or by law, but each shall be cumulative andin addition to every other right or remedy given herein or now or hereafter existing at law or inequity or by statute. Neither party shall have any liability to the other under this Agreement forany consequential or punitive damages (other than punitive or consequential damages claimed by athird party against RMI or Buckeye arising from events or conduct constituting a breach of thisAgreement or other wrongful conduct for which such party is entitled to indemnification from theother party under this Agreement).     12.4 **ATTORNEYS’ FEES**. In any litigation or arbitration arising out of this Agreement,the prevailing party shall be entitled to recover from the other party all costs and expenses,including, without limitation, attorneys’ fees, paid or incurred by such party in connection withsuch litigation or arbitration.     13. **CONDEMNATION**. If the whole or any part of the Leased Premises shall be taken forany public or quasi-public use under any statute or regulation or by right of eminent domain, or byprivate purchase in lieu thereof, either party may terminate this Agreement and, in such event, RMIshall not be entitled to any award of monies paid for such land as taken but shall be entitled toany award that may be made in connection with its leasehold interest.     14. **SURVIVAL**. Any obligation of either party under this Agreement, which arises outof acts, omissions, or conditions occurring or existing prior to any expiration or termination ofthis Agreement, shall survive said expiration, cancellation or termination, including withoutlimitation the indemnity obligations of Section 10.     15. **REMOVAL FROM PREMISES**. Upon expiration or termination of this Agreement, RMIshall have a period of 120 days from the effective date of the termination in which to remove fromthe Leased Premises any and all material, debris, waste, machinery, equipment and other propertythere installed or produced by it. In addition, RMI shall, at their sole expense, provide Buckeyewith a Phase I Environmental Site Assessment report, in accordance with American Society forTesting and Materials (ASTM) Standard Practice E 1527-05 and acceptable to Buckeye, certifying thatthe Leased Premises is environmentally clean to commercial lending standards. Any potable waterwell and appurtenances installed by RMI shall become the property of Buckeye at Buckeye’s solediscretion. If this Agreement is terminated due to a default by RMI, the base rent shall be $5,000per month commencing on the date of the default and continuing until such time that RMI has vacatedthe Property and certified the site environmentally clean as required herein.
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     16. **NOTICES**. Wherever in this Agreement, notice is required or permitted to be givenby either party to the other, such notice shall be in writing and sent by certified United Statesmail, return receipt requested, postage prepaid, addressed as follows:   If to RMI Ready Mix Inc Robert A. DeRuiter, V.P.4602 E. Thomas RoadPhoenix, AZ 85018Telephone: (602) 957-2722Facsimile: (602)-522-1911   With copy to:     If to Buckeye: Gila River Lake, LLCAttn: Howard Libby, General Manager11200 Rockville Pike, S. 300Rockville, Md 20852Telephone: 301-881-9766Facsimile: 301-486-0215   With copy to: Rick Barnas31482 Isle VistaLaguna Niguel, CA 92677Telephone: 301-655-1090Facsimile: 623-399-1011     Either party may change its address for notices by giving written notice to the other party asabove set forth.     17. **CONFIDENTIALITY, MEMORANDUM AGREEMENT**. The parties agree to record a memorandum ina form reasonably acceptable to each party to provide record notice of RMI rights and interestsunder this Agreement in the Leased Premises and the Property. Such memorandum will not disclose thefinancial terms of this Agreement (including the term, prices of Products and minimum tonnagerequirements). Upon termination or expiration of this Agreement, RMI shall upon Buckeye’s requestexecute a notice of termination of such rights for recording purposes in a form reasonablyacceptable to both parties. Except as may be required by law or as provided in this Section, RMIand Buckeye shall maintain the confidentiality of the terms of this Agreement.     18. **ENTIRE AGREEMENT**. This Agreement represents the complete understanding betweenthe parties hereto, and supersedes all prior negotiations, representations or agreements, whetherwritten or oral, as to the matters described herein. This Agreement may be amended only by writteninstrument signed by both parties. No
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requirements, obligations, remedy or provision of this Agreement shall be deemed to have beenwaived, unless so waived expressly in writing, and any such waiver of any such provision shall notbe considered a waiver of any right to enforce such provision thereafter.     19. **ASSIGNMENT**. Buckeye may at any time assign its rights and obligations hereunderto any successor or lessee of the Property, provided Buckeye is not then in default and providedsuch assignee agrees in writing to assume Buckeye’s obligations under this Agreement. RMI, with theapproval of Buckeye, which shall not be unreasonably withheld, may at any time assign its right andobligations hereunder to a publicly traded business entity, provided RMI is not then in default andprovided such assignee agrees in writing to assume RMI’s obligations under this Agreement.     20. **RETURN OR EXCESS MATERIAL**. Buckeye will provide a location for RMI to dispose ofleftover concrete. If requested by Buckeye, RMI shall place returned or excess concrete in alocation or pre-constructed concrete “form” designated by Buckeye for Buckeye’s use. RMI shallcontain all wash-out and truck wash water and the containment must meet all applicableenvironmental laws and regulations. RMI shall obtain applicable permits as necessary.     21. **ARBITRATION**. All claims or disputes between RMI and Buckeye arising out of orrelating to this Lease and Supply Agreement, or the breach thereof, shall be decided first bymediation then by arbitration in accordance with the Arbitration Rules of the American ArbitrationAssociation currently in effect unless the parties mutually agree otherwise. Notice of the demandfor mediation and arbitration shall be filed in writing with the other party to this Agreement andwith the American Arbitration Association and shall be made within (3) months after the dispute hasarisen. The award rendered by the arbitrator or arbitrators shall be final, and judgment may beentered upon it in accordance with applicable law in any court having jurisdiction thereof. Exceptby written consent of the person or entity sought to be joined, no arbitration arising out of orrelating to the Lease and Supply Agreement shall include, by consolidation, joiner or in any othermanner, any person or entity not a party to the Agreement under which such arbitration arises,unless it is shown at the time the demand for arbitration is filed that (1) such person or entityis substantially involved in a common question of fact or law, (2) the presence of such person orentity is required if complete relief is to be accorded in the arbitration, and (3) the interest orresponsibility of such person or entity in the matter is not insubstantial. The agreement hereinamong the parties to this Lease and Supply Agreement and any other written agreement to arbitratereferred to herein shall be specifically enforceable under applicable law in any court havingjurisdiction thereof.     22. **APPLICABLE LAW**. This lease will be governed by the laws of the state of Arizona.     **IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be executed and deliveredfor and in their names by their duly authorized officers, all as of the day and year first abovewritten.
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      GILA RIVER LAKE, LLC d/b/a