C#:18009

                                                                    L#:17204

                                                                  Ls#:FLP0011391

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                                                                 Promissory Note

________________________________________________________________________________



$266,160.00                        Funding Date:____________________/_____(Year)



     FOR VALUE RECEIVED, READY MIX, INC., a Nevada corporation ("Maker"),

promises to pay to the order of Key Equipment Finance, a Division of Key

Corporate Capital Inc., ("Holder"), the sum of $266,160.00 in lawful money of

the United States of America (the "Principal"), with interest thereon as

hereafter provided ("Interest"), to be paid in the manner set forth herein. This

Note is executed pursuant to that certain security agreement (the "Security

Agreement") dated as of April 15, 2002 between Maker and Holder. Capitalized

terms used herein without definition shall have the meaning given them in the

Security Agreement.



1.   Interest Rate; Place of Payment. Interest on the balance of the Principal

     -------------------------------

outstanding on this Note shall accrue from the Funding Date of this Note and

shall be due and payable at a fixed rate of nine percent (9.00%) per annum (the

"Interest Rate"). Interest shall be calculated on the basis of a 360-day year

consisting of twelve 30-day months. Payment of the Principal and Interest

hereunder shall be made to Holder at 66 South Pearl Street, Post Office Box

1865, Albany, NY 12207-1865, or at such other place as Holder may designate from

time to time in writing. Holder reserves the right to require payment on this

Note to be made by wired federal funds or other immediately available funds.



2.   Repayment Terms. The Principal and Interest shall be due and payable in

     ---------------

twenty four (24) consecutive monthly installments payable in advance, each in an

amount equal to $12,068.93 commencing and payable on the Funding Date and on the

same day of each month thereafter. In addition, Maker will pay a late payment

charge of five percent (5%) of any payment due hereunder that is not paid on or

before the date due hereunder.



3.   Security. Payment of the Principal and Interest hereunder, and the

     --------

performance and observance by Maker of all agreements, covenants and provisions

contained herein, is secured by a first priority security interest in the

Collateral.



4.   Prepayment. Except as contemplated by clause (3) of section 10 of the

     ----------

Security Agreement, Maker may not prepay, in whole or in part, the principal

outstanding hereunder; provided, however, that Maker may prepay, in whole but

                       --------  -------

not in part, the principal outstanding hereunder by paying to Holder such

outstanding principal, together with all accrued and unpaid interest thereon,

plus a prepayment premium ("Prepayment Premium") equal to five percent (5%) of

such outstanding principal.



5.   Transfer or Assignment. Holder may at any time assign or otherwise transfer

     ----------------------

or negotiate this Note in whole or in part, without any notice to Maker. The

rights and obligations of Maker may not be assigned or delegated.



6.   Application of Payments. Prior to an Event of Default, each payment

     -----------------------

received on this Note shall be applied first to all costs of collection, then to

unpaid late payment charges (if any) and Prepayment Premium (if any) hereunder,

then to Interest as of the payment due date and the balance, if any, to the

outstanding Principal as of the date received. Upon the occurrence, and during

the continuance, of an Event of Default, any payments in respect of the Secured

Obligations and any proceeds of the Collateral when received by Holder in cash

or its equivalent, will be applied first to costs of collection and, thereafter,

in reduction of the Secured Obligations in such order and manner as Holder may

direct in its sole discretion, and Maker irrevocably waives the right to direct

the application of such payments and proceeds and acknowledges and agrees that

Holder shall have the continuing and exclusive right to apply any and all such

payments and proceeds in the Holder's sole discretion, notwithstanding any entry

to the contrary upon any of its books and records.



7.   Events of Default. (a) Maker shall be in default if any of the following

     -----------------

happens (an "Event of Default"): (1) Maker fails to make any installment of the

Principal or Interest, or any other payment due and owing, under this Note

within ten (10) days after the same becomes due and payable; or (2) Maker fails

to perform any other obligation required to be performed by Maker under this

Note, the Security Agreement or any of the other Loan

________________________________________________________________________________

                                                                     Page 1 of 3

{PAGE}



Documents for thirty (30) days after written notice from Holder of such failure;

or (3) any representation, warranty or other statement by or on behalf of Maker

in connection with this Note is false or misleading in any material respect; or

(4) an Event of Default has occurred and is continuing under the Security

Agreement.



     (b) Notwithstanding anything to the contrary contained herein, upon the

occurrence of an Event of Default, Holder may declare the entire outstanding

balance of the Principal, together with all accrued and unpaid Interest

thereon, immediately due and payable without notice or demand which amounts

shall, together with all other sums due hereunder, accrue interest from such

acceleration until the date of actual payment at the Default Rate (provided,

however, that should there occur an Event of Default, and if a voluntary or

involuntary petition under the United States Bankruptcy Code is filed by or

against Maker while such default remains uncured, the entire outstanding balance

of the Principal automatically shall be accelerated and due and payable with

interest thereon at the Default Rate), and Holder may exercise any and all of

its remedies hereunder, under the other Loan Documents and under Applicable Law.

The remedies of Holder provided herein, in the Security Agreement and under

Applicable Law shall be cumulative and concurrent and may be pursued singly,

successively or concurrently at the sole discretion of Holder and may be

exercised as often as occasion therefor shall occur. The failure to exercise,

or any delay in the exercise of, any right or remedy shall in no event be

construed as a waiver, release or exhaustion of any such remedies.



8.   Collection Costs. In addition to the Principal, Interest, Prepayment

     ----------------

Premium (if any), and late payment charges (if any), Maker shall pay Holder on

demand, and Holder shall be entitled to collect all costs and expenses of

collection, including, without limitation, reasonable attorney's fees, incurred

in connection with enforcement of its rights and remedies hereunder and under

the other Loan Documents, the protection or realization or the Collateral or in

connection with Holder's collection efforts, or in connection with any

bankruptcy or other judicial proceeding, whether or not suit on this Note or any

foreclosure proceeding is filed. All such costs and expenses shall be payable on

demand and, until paid, shall be Secured Obligations secured by the security

interest granted under the Security Agreement and all other collateral, if any,

held by Holder as security for Maker's obligations under this Note.



9.   Governing Law; Binding Agreement. The provisions of this Note shall be

     --------------------------------

binding upon, and shall inure to the benefit of, the parties hereto and their

respective successors and assigns.  THIS NOTE IS BEING DELIVERED IN THE STATE OF

NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND

PERFORMANCE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS

PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION)

THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE

STATE OF NEW YORK.



10.  More than One Signer. If more than one person or entity signs this Note as

     --------------------

a Maker, the obligations contained herein shall be deemed joint and several and

all references to "Maker" shall apply both jointly and severally.



11.  General. Maker represents and warrants that this Note evidences a loan for

     -------

business or commercial purposes. Prior to signing this Note, Maker read and

understood the provisions hereof, and agrees to all terms and conditions

contained herein.



12.  Waiver. MAKER AND ALL ENDORSERS, SURETIES, AND GUARANTORS HEREOF HEREBY

     ------

JOINTLY AND SEVERALLY WAIVE PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF NON-

PAYMENT OR DISHONOR, NOTICE OF INTENTION TO ACCELERATE THE MATURITY, NOTICE OF

PROTEST AND PROTEST OF THIS NOTE, HOLDER AND MAKER HEREBY EACH WAIVE THEIR

RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR

ARISING OUT OF OR RELATED TO THIS NOTE, THE OTHER LOAN DOCUMENTS OR THE

TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION OR PROCEEDING TO

WHICH HOLDER OR MAKER MAY BE PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS,

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