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                                                               EXHIBIT 10.(j)5



                           SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of November 1, 1999, by and between WATKINS CONTRACTING, INC.
("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

                                    RECITALS

         WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of November 10, 1998, as amended from time to time ("Credit Agreement").

         WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:

         1. Section 4.3(a) is hereby deleted in its entirety, and the following
substituted therefor:

                   "(a) not later than 15 days after and as of the end of each
            month, a borrowing base certificate, an aged listing of accounts
            receivable with a breakdown of retention on each job, an aging of
            accounts payable with a breakout of sub-contracts payable and
            retention to subcontractors and suppliers, a billing project report,
            a report which matches account debtor with jobs described on
            accounts receivable aging report and a reconciliation of accounts,
            and immediately upon each request from Bank, a list of the names and
            addresses of all Borrower's account debtors;"

         2. Sections 4.9 (b) and (c) are hereby deleted in their entirety, and
the following substituted therefor:

                   (b) Tangible Net Worth not at any time less than
            $1,400,000.00, with "Tangible Net Worth" defined as the aggregate of
            total stockholders' equity plus subordinated debt less any
            intangible assets.

                   (c) Total Liabilities divided by Tangible Net Worth not at
            any time greater than 3.50 to 1.0, with "Total Liabilities" defined
            as the aggregate of current liabilities and non-current liabilities
            less subordinated debt, and with "Tangible Net Worth" as defined
            above."

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         3. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.

         4. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.

                                             WELLS FARGO BANK,
WATKINS CONTRACTING, INC.                      NATIONAL ASSOCIATION



By: /s/ Greg S. Watkins                      By: /s/ Alva Diaz
    ------------------------                     ------------------
    Greg S. Watkins                              Alva Diaz
    President                                    Vice President













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