GROUND LEASE

Exhibit 10.9

GROUND LEASE

        THIS GROUND LEASE (this " Lease " ) is made this 21 day of Nov., 2000, by and between THE LANDWELL COMPANY, L.P., a Delaware limited partnership ( " Landlord " ), and READY MIX, INC., a Nevada corporation ( " Tenant " ).

ARTICLE 1

PREMISES

        1.1     Demise.     Landlord demises and leases to Tenant, and Tenant rents from Landlord for the Term, described in Article 2 below, those certain premises which are shown on the site plan which is attached hereto as Exhibit "A" and incorporated herein by this reference, consisting of eleven and 27/100 (11.27) acres (the " Premises " ). Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises.

        1.2     Permitted Use of Premises.     The Premises may be used by Tenant as a Ready Mix & Aggregate which shall include the right to place temporary office space on the Premises (the " Permitted Use " ). Landlord has disclosed to Tenant that the Premises have previously been used for industrial purposes and Tenant acknowledges that it has investigated such prior use and has satisfied itself as to the condition of the Premises.

        1.3     Quiet Enjoyment.     If and so long as Tenant pays the rent, as defined in Article 3 below, and keeps, observes and performs each and every term, covenant and condition of this Lease on the part of Tenant to be kept, observed and performed, Tenant shall peaceably hold and enjoy the Premises for the Term without hinderance or interruption by Landlord or any other person lawfully claiming through or under Landlord except as expressly provided in this Lease.

        1.4     Restrictions.     Tenant shall comply with any and all regulations that Landlord may reasonably impose upon the Property.

ARTICLE 2

TERM

        The term of this Lease (the "Term" ) shall commence on October 15, 2000 (the " Commencement Date " ) and shall terminate (the " Termination Date " ) eighteen (18) months after the Commencement Date, unless the Term is extended as provided herein. Provided Tenant is not in default of any provision of the Lease at the time of exercise or at any time thereafter prior to the commencement of the Option Term (defined below), Tenant may extend the Term for two (2) additional six (6) month periods (each an " Option Term " ) only by giving Landlord written notice not more than four (4) months nor less than two (2) months before the expiration of the then current initial Term (such option to extend is sometimes hereinafter referred to as the " Option " ). All of the terms and conditions of the Lease, except this right to extend the Term, shall apply to the Option Term so far as applicable, and reference in the Lease to the "Term" shall be deemed to include the Option Term. The Option shall not be available to any subsequent assignee, subtenant or other transferee of the original Tenant. Time is of the essence of all of the provisions of this Article 2 relating to Tenant's exercise of the Option. Tenant's failure to comply with any of the time or other requirements set forth in this Article 2 shall cause the Option to automatically cease and terminate and, in such event, the Lease shall terminate upon the expiration of the then-current initial Term. Upon the expiration of the Option Terms, Landlord and Tenant may mutually agree to continue this Lease on a month-to-month basis.

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ARTICLE 3

RENTAL

        3.1     Rent.     Tenant shall pay Landlord a basic rent (the " Basic Rent " ) for the Premises in the amount of Six Thousand Dollars ($6,000) per month. The Basic Rent for the last month of the Term shall be due and payable on or before the Commencement Date. Commencing October 15, 2001, Basic Rent shall be increased to Six Thousand Six Hundred Dollars ($6,600).

        3.2     Tenant to Pay Net Rent.     Throughout the Term, Tenant shall pay to Landlord the Basic Rent set forth in Section 3.1 above, in the manner set forth in this Article, without deduction of any kind whatsoever. Basic Rent shall be paid without prior notice or demand, and without any setoff, counterclaim or deduction whatsoever, and shall not be reduced or abated except as expressly provided in this Lease.

        3.3     Payment of Basic Rent.     Tenant shall commence payment of Basic Rent on the Commencement Date and such rent shall be paid in advance on the first day of each calendar month thereafter. Basic Rent for any partial month shall be pro-rated.

        3.4     Currency; Agent; Place of Payment.     All Basic Rent and all other charges payable by Tenant under this Lease (sometimes collectively referred to herein as " rent " ) shall be paid in lawful currency of the United States of America to Landlord or to such agent as shall be designated by Landlord in written notice to Tenant on or before its due date. All payments of rent shall be paid to Landlord at the address to which notices to Landlord are given.

ARTICLE 4

ENCUMBRANCES

        4.1     No Right to Encumber.     Tenant shall not have the right to encumber by way of a deed of trust, mortgage, or other security instrument (collectively, a " Deed of Trust " ) all or any portion of Tenant's right, title and interest in, to and under this Lease, without the written consent of Landlord, which consent shall be given at Landlord's sole discretion. Any encumbrance without Landlord's consent shall be voidable and, at Landlord's election, shall constitute a material default by Tenant.

        4.2     Encumbrances on Landlord's Interest.     Nothing herein contained shall limit Landlord's rights to assign or otherwise encumber Landlord's interest in this Lease. In the event that Landlord at any time so encumbers its interest in this Lease, said encumbrance shall be subject and subordinate, and shall not be a lien prior, to this Lease or any modifications or extensions hereof, and any such encumbrance by Landlord shall not be deemed to give any such assignee any greater rights than Landlord hereunder or the right to cancel the Lease unless there is a default on the part of Tenant, uncured by Tenant, which, under the terms of this Lease, would enable Landlord to cancel this Lease.

ARTICLE 5

INSURANCE

        5.1     Fire and Hazard Insurance.     Tenant shall at its own expense and at all times during the Term keep all improvements and fixtures, by whomsoever installed or constructed, existing on the Premises on the Commencement Date or at any time thereafter, insured against (a) all of the risks covered by a standard "Special Form" endorsement, and (b) such other hazards or risks which a prudent businessman would insure against. This coverage shall be in an amount equal to the full replacement cost of such improvements and fixtures without deduction for depreciation, shall be written on an "Agreed Amount" basis, and shall not have a deductible in excess of Five Thousand Dollars ($5,000). The insurance policy shall name Landlord as a loss payee thereunder.

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        5.2     Liability Insurance.     Tenant shall maintain at its own expense during the Term a policy or policies of "commercial general liability" insurance naming Landlord as additional insured thereunder in form and with coverage satisfactory to and approved by Landlord, with limits not less than Two Million Dollars ($2,000,000), and with deductibles not more than Five Thousand Dollars ($5,000). Tenant shall periodically, but not less frequently than annually, reevaluate the scope of the risks covered and the liability limits of such insurance policies and, if necessary, increase such coverage or liability limits in order to provide coverage of risks and liability limits which a prudent businessman would provide under similar circumstances. Tenant shall also increase the liability limits or the scope of the risks covered by such insurance policies to such higher levels or such broader scope of risks as Landlord may from time to time reasonably specify. The coverage required hereunder shall state the Tenant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability.

        5.3     General Insurance Requirements.     

•         (a)     Policy Provisions.     Each policy of insurance required in Sections 5.1 and 5.2 shall:

  •           (i)  provide that the liability of the insurer thereunder shall not be affected by, and that the insurer shall not claim, any right of set-off, counterclaim, apportionment, proration, or contribution by reason of, any other insurance obtained by or for Landlord, Tenant, or any person claiming by, through, or under any of them;

             (ii)  contain no provision relieving the insurer from liability for loss occurring while the hazard to buildings, improvements and fixtures is increased, whether or not within warranty or condition or any other act or neglect by Landlord, Tenant, or any person claiming by, through, or under any of them;

            (iii)  provide that such policy may not be cancelled, whether or not requested by Tenant, except upon the insurer giving at least thirty (30) days prior written notice thereof to Landlord and Tenant;

            (iv)  contain a waiver by the insurer of any right of subrogation to any right of Landlord or Tenant against any of them or any person claiming by, through, or under any of them;

             (v)  be written by an insurance company rated A or better, Class size IX or better, by the Best's Key Rating Guide, based upon the rating system in effect on the date this Lease is signed, and approved in writing by Landlord. In the event that Best's changes its rating system or ceases to provide ratings at some later date, then such insurance company shall have a rating from Best (or some other comparable rating service if Best's ceases to provide ratings) comparable to the "A or better, Class size IX or better" requirement of the immediately preceding sentence, and

            (vi)  be written as primary policies, not contributing with and not in excess with any coverage that Landlord may carry.

          (b)     Certificates of Insurance.     Tenant shall deposit with Landlord current certificates of insurance issued by the insurance carriers certifying that Tenant has in effect all the insurance required in Sections 5.1 and 5.2. Tenant shall also deposit with Landlord current copies of all insurance policies and endorsements required by this Article.

ARTICLE 6

CONDEMNATION

        6.1     Partial Termination and Reduction of Rent.     In the event at any time or times during the Term all or any part of the Premises shall be taken or condemned by any authority having the power of

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eminent domain, then and in every such case the estate and interest of Tenant in any part of the Premises so taken or condemned shall at once cease and terminate.

        6.2     Compensation and Damages.     In every case of taking or condemnation of all or any part of the Premises, all compensation and damages payable for or on account of the taking of all or any part of the Premises shall be payable to and be the sole property of Landlord, and Tenant shall not have any interest or claim to such compensation or damages or any part thereof whatsoever.

        6.3     Termination of Lease.     In the event only part of the Premises shall be so taken or condemned and Landlord and Tenant shall agree in writing that the balance of the Premises is unsuitable for the purposes permitted under this Lease and intended by Tenant, Tenant shall, if so requested by Landlord, remove all improvements then remaining on the Premises and restore the Land then remaining to good and orderly condition and even grade, and upon such removal and restoration and in every such case, Tenant shall have the right at its option, by giving prior written notice thereof to Landlord within seventy-five (75) days after completing such removal and restoration, to terminate this Lease. Upon such termination, Tenant shall be relieved of all further obligations under this Lease and Landlord shall refund to Tenant any unearned portion of the Rent paid in advance prior to the effective date of such termination.

        6.4     Conveyance as Condemnation.     The term " condemnation " as used in this Lease shall include any conveyance made under threat or imminence of condemnation by any public or private authority having the power of eminent domain.

ARTICLE 7

MAINTENANCE AND USE OF PREMISES

        7.1     Observance of Laws.     Tenant shall during the Term (i) keep the Premises in a clean and safe condition; (ii) observe and perform all laws, ordinances, rules and regulations whether now or hereafter made by any governmental authority for the time being applicable to the Premises or the use thereof (unless such observance or performance is specifically required by Landlord hereunder); and (iii) indemnify, defend and hold Landlord harmless against all actions, suits, claims and damages (including reasonable attorneys' fees) by whomsoever brought or made by reason of Tenant's nonobservance or nonperformance of such requirements, laws, ordinances, rules and regulations or this covenant.

        Furthermore, Tenant agrees that by taking possession of the Premises, Tenant acknowledges that the Premises are in compliance with any and all air pollution control regulations or similar regulations issued and/or enforced by any governmental agency affecting the premises, including, without limitation, the Clark County Health District (collectively, the " Air Quality Regulations " ). Tenant further acknowledges and agrees that at all times during the term of this Lease, and any holdover period during which Tenant is occupying or using the Premises, if applicable, Tenant shall be solely responsible for complying with the Air Quality Regulations. If, at any time, Tenant uses or occupies any of Landlord's property outside of the Premises ( " Tenant's Encroachment " ), as determined in Landlord's sole discretion, or violates any Air Quality Regulations affecting the Premises or any of Landlord's property, Tenant hereby agrees to pay to Landlord, immediately upon demand, a penalty fee in the amount of Ten Thousand Dollars ($10,000) (the " Penalty Amount " ). Tenant acknowledges that the Penalty Amount represents a reasonable estimate of the damage that Landlord may suffer as a result of Tenant's Encroachment upon Landlord's property and/or Tenant's violation of any Air Quality Regulations over and above the Violation Costs (as defined herein). Additionally, Tenant acknowledges and agrees that Tenant shall be solely responsible for any and all (i) penalties assessed against Landlord by any governmental or quasi-governmental agency as a result of Tenant's use of the Premises or Tenant's Encroachment, including, without limitation, any penalties assessed for violations of the Air Quality Regulations; and (ii) mitigation costs that may be imposed upon or incurred by Landlord in

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remedying any violation of the Air Quality Regulations caused by Tenant's activities on the Premises or Tenant's Encroachment (the fees and costs referred to in the foregoing clauses (i) and (ii) are referred to herein collectively as the " Violation Costs " ). Tenant shall pay the Violation Costs to Landlord immediately upon demand by Landlord.

        Notwithstanding anything to the contrary contained in this Lease, if (i) a Tenant's Encroachment (as defined herein) occurs, (ii) Tenant violates the Air Quality Regulations (as defined herein) as a result of Tenant's use of the Premises or Tenant's Encroachment, (iii) Tenant fails to maintain the Premises as provided in this Lease, or (iv) Tenant fails to comply with all applicable laws as provided in this Section 7, Tenant may terminate this Lease immediately upon delivering written notice of such termination to Tenant. Tenant's obligations under this Section 7.1 shall survive the termination of this Lease.

        7.2     Inspection of Premises.     Tenant shall permit Landlord and its agents at all reasonable times during the Term to enter and examine the state of repair and condition of the Premises. If any defects which may cause the Premises to be unsafe or in violation of law come to Landlord's attention, Landlord may give notice of such defects to Tenant and within thirty (30) days after such notice, Tenant shall repair and make good all defects required by the terms of this Lease to be repaired by Tenant; provided, however, that if such repair or correction may be made within a reasonable period of time but cannot reasonably be made within thirty (30) days, then such repair or correction shall be deemed to be made if begun within the thirty (30) day period and thereafter continuously and diligently undertaken to completion by Tenant.

        7.3     Liens.     Tenant shall keep the Premises at all times free and clear of all liens, charges and encumbrances of every nature, and will indemnify, defend and hold Landlord harmless from all loss, cost and expenses (including reasonable attorneys' fees) with respect to any such liens, charges and encumbrances, unless such liens, charges and encumbrances (i) exist on the Commencement Date, or (ii) are created by Landlord or persons claiming by, through or under Landlord. Landlord shall have the right to record such notices of nonresponsibility as Landlord shall reasonably deem to be appropriate to protect Landlord's Interest from being encumbered by any mechanics' or materialmen's lien.

        7.4     No Interference with Seller's Work.     At no time during the Term, and any holdover period during which Tenant is occupying or using the Premises, shall Tenant's use of the Premises interfere with Seller's offsite work at or near the Premises (collectively, " Seller's Work " ). Tenant specifically acknowledges that Landlord reserves the right to enter upon the Premises as Seller's deems reasonably necessary to complete Seller's Work.

ARTICLE 8

DEFAULT

        8.1     Events of Default.     Tenant shall be in default under this Lease (herein a " Default " if:

•         (a)     Failure to Pay Rent.     Tenant shall fail to make full payment of any payment of Rent or any other payments to Landlord required under this Lease within five (5) days after the date that such payment is due, whether such payment shall or shall not have been otherwise demanded; or

          (b)     Breach of Covenant.     Tenant shall fail to observe or perform any of the covenants contained in this Lease and on the part of Tenant to be observed and performed, and such failure shall continue for a period of five (5) days after written notice of such failure given by Landlord to Tenant without substantial action having been (i) initiated by Tenant within such period and (ii) thereafter diligently and continuously continued to remedy such failure; or

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          (c)     Bankruptcy or Insolvency.     Tenant shall become bankrupt or insolvent, or seek protection under any provision of any bankruptcy or insolvency law, or any similar law providing for the relief of debtors or if any assignment be made of Tenant's property for the benefit of creditors; or

          (d)     Liens.     If the Land shall become subject to any attachment or judgment, or to any lien, charge or encumbrance not consented to by Landlord or permitted pursuant to the provisions of this Lease and the same shall not be released prior to the earlier of (i) thirty (30) days thereafter; or (ii) the commencement of any process or action seeking to foreclose upon such lien, charge or encumbrance.

        8.2     Landlord's Remedies.     

•         (a)   In the event of any such default by Tenant, then, in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder by giving Tenant five (5) days' written notice of such election to terminate. In the event Landlord shall elect to so terminate this Lease, Landlord may recover from Tenant:

  •           (i)  the worth at the time of award of any unpaid rent which has be earned at the time of such termination; plus

             (ii)  the worth at the time of award of any amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

            (iii)  the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of the award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus

            (iv)  any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and

             (v)  at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

          (b)   As used in paragraphs (i) and (ii) above, the "worth at the time of award" is computed by allowing interest in the per annum amount equal to the prime rate of interest or other equivalent reference rate from time to time announced by the Bank of America National Trust and Savings Association (the " Reference Rate " ) plus two percent (2%), but in no event in excess of the maximum interest rate permitted by law. As used in paragraph (iii) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

          (c)   In the event of any such default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to re-enter the Premises and remove all persons and property therefrom by summary proceedings or otherwise; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant.

          (d)   In the event of the vacation or abandonment of the Premises by Tenant, or in the event that Landlord elects to re-enter as provided in Paragraph (c) above or takes possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, and if Landlord does not elect to terminate this Lease, then Landlord may from time to time, without terminating this Lease, either recover all rent as it becomes due or relet the Premises or any part thereof for such term or terms and at such rent and upon such other terms and conditions as Landlord, in its sole discretion, may deem advisable, with the right to make alterations and repairs to the Premises.

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  If Landlord does not terminate this Lease and if Tenant requests Landlord's consent to an Assignment of this Lease or a Sublease of the Premises at such time as Tenant is in default, Landlord may not unreasonably withhold its consent to such Assignment or Sublease.

          (e)   In the event that Landlord shall elect to so relet as provided in Paragraph (d) above, then rentals received by Landlord from such reletting shall be applied: First, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any cost of such reletting; third, to the payment of the cost of any alterations and repairs to the Premises; fourth, to the payment of rent due and unpaid hereunder; and the remainder, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. Should that portion of such rentals received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord. Such defic