t64843_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Ready Mix, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

755747102

(CUSIP Number)

Insight Equity Holdings LLC

c/o Insight Equity Management Company LLC

1400 Civic Place, Suite 250

Southlake, TX 76092

Attn: Conner Searcy

(817) 488-7775

(Name, Address and Telephone Number of Persons Authorized to Receive

Notices and Communications)

with copies to:

Ronald J. Lieberman, Esq.

Hunton & Williams LLP

Bank of America Plaza

Suite 4100

600 Peachtree Street, N.E.

Atlanta, Georgia 30308-2216

(404) 888-4000

March 13, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Meadow Valley Parent Corp.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS BK, AF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 2,645,212
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,645,212

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,645,212
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.4%
14.	TYPE OF REPORTING PERSON CO

Page 2 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Meadow Valley Solutions LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 2,645,212
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,645,212

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,645,212
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.4%
14.	TYPE OF REPORTING PERSON OO

Page 3 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Meadow Valley Resources LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 2,645,212
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,645,212

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,645,212
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.4%
14.	TYPE OF REPORTING PERSON OO

Page 4 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Meadow Valley Holdings LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 2,645,212
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,645,212

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,645,212
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.4%
14.	TYPE OF REPORTING PERSON OO

Page 5 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Insight Equity I LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 2,645,212
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,645,212

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,645,212
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.4%
14.	TYPE OF REPORTING PERSON PN

Page 6 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Insight Equity GP I LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 2,645,212
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,645,212

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,645,212
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.4%
14.	TYPE OF REPORTING PERSON PN

Page 7 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Insight Equity Holdings I LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 2,645,212
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,645,212

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,645,212
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.4%
14.	TYPE OF REPORTING PERSON OO

Page 8 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Insight Equity Holdings LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 2,645,212
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 2,645,212

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,645,212
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.4%
14.	TYPE OF REPORTING PERSON OO

Page 9 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Bradley E. Larson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 13,416
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 13,416
	10.	SHARED DISPOSITIVE POWER 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,416
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14.	TYPE OF REPORTING PERSON IN

Page 10 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Kenneth D. Nelson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 14,416
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 14,416
	10.	SHARED DISPOSITIVE POWER 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,416
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14.	TYPE OF REPORTING PERSON IN

Page 11 of 14

CUSIP No. 755747102

13D

1.	NAMES OF REPORTING PERSONS Robert W. Bottcher
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 500
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 500
	10.	SHARED DISPOSITIVE POWER 0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14.	TYPE OF REPORTING PERSON IN

Page 12 of 14

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed by Meadow Valley Parent Corp., a Delaware corporation (“Meadow Valley Parent”), Meadow Valley Solutions LLC, a Delaware limited liability company (“Meadow Valley Solutions”), Meadow Valley Resources LLC, a Texas limited liability company (“Meadow Valley Resources”), Meadow Valley Holdings LLC, a Delaware limited liability company (“Meadow Valley Holdings”), Insight Equity I LP, a Delaware limited partnership (“Insight Equity”), Insight Equity GP I LP, a Delaware limited partnership (“Insight Equity GP”), Insight Equity Holdings I LLC, a Delaware limited liability company (“Insight Equity Holdings I”), Insight Equity Holdings LLC, a Texas limited liability company (“Insight Equity Holdings”), Bradley E. Larson, a citizen of the United States of America, Kenneth D. Nelson, a citizen of the United States of America, and Robert W. Bottcher, a citizen of the United States of America (collectively, the “Reporting Persons”)1 on February 5, 2009 (the “Initial Statement,” as amended by this Amendment No. 1, the “Schedule 13D”), with the Securities and Exchange Commission with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Ready Mix, Inc. (the “Issuer”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of March 17, 2009, a copy of which is attached as Exhibit 99.1 hereto. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings given in the Initial Statement.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended as follows: Meadow Valley Holdings is a Delaware limited liability company.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:

On March 13, 2009, Meadow Valley Parent entered into a confidentiality agreement (the “Confidentiality Agreement”) with the Issuer. Pursuant to the Confidentiality Agreement, the Issuer agreed to furnish Meadow Valley Parent and its affiliates and representatives with confidential information of the Issuer to facilitate the undertaking of an evaluation of potential transactions (each, a “Potential Transaction”) with or related to the Issuer. No determination has been made by the Reporting Persons regarding any such matters, including whether they will consider making any proposals to the Issuer relating to any Potential Transaction, and the entry into the Confidentiality Agreement should not be construed as an indication that any such proposal will be made. There can be no assurance that a Potential Transaction will be proposed by Meadow Valley Parent or one of its affiliates, that the Issuer will agree to consider a Potential Transaction, that the terms of any Potential Transaction will be acceptable to the Issuer or that a Potential Transaction will be consummated. The Confidentiality Agreement contains customary provisions pursuant to which, among other things, Meadow Valley Parent agreed, on behalf of itself and its affiliates and representatives, subject to certain exceptions, to keep confidential all non-public information furnished by the Issuer in accordance with the terms thereof. The Confidentiality Agreement is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:

On March 13, 2009, Meadow Valley Parent entered into the Confidentiality Agreement with the Issuer, as described in Item 4 of this Amendment No. 1. The Confidentiality Agreement is attached hereto as Exhibit 99.2 and incorporated herein by reference.

1 Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Act.

Page 13 of 14

Item 7. Material to Be Filed as Exhibits.

Item 7 of Schedule 13D is hereby amended and supplemented by the addition of the following exhibits:


Exhibit 99.1	Joint Filing Agreement, dated March 17, 2009.

Exhibit 99.2	Confidentiality Agreement, dated March 13, 2009, between Meadow Valley Parent Corp. and Ready Mix, Inc.

Exhibit 99.3	Power of Attorney, dated March 12, 2009, relating to Insight Equity Holdings LLC.

Exhibit 99.4	Power of Attorney, dated March 12, 2009, relating to Insight Equity Holdings I LLC.

Exhibit 99.5	Power of Attorney, dated March 12, 2009, relating to Insight Equity GP I LP.

Exhibit 99.6	Power of Attorney, dated March 12, 2009, relating to Insight Equity I LP.

Exhibit 99.7	Power of Attorney, dated March 12, 2009, relating to Meadow Valley Resources LLC.

Exhibit 99.8	Power of Attorney, dated March 12, 2009, relating to Meadow Valley Holdings LLC.

Exhibit 99.9	Power of Attorney, dated March 12, 2009, relating to Meadow Valley Solutions LLC.

Exhibit 99.10	Power of Attorney, dated March 12, 2009, relating to Meadow Valley Parent Corp.

Page 14 of 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 17, 2009

	MEADOW VALLEY PARENT CORP.

	By:	/s/ Robert J. Conner
		Name: Robert J. Conner
		Title: Attorney-in-fact


	MEADOW VALLEY SOLUTIONS LLC

	By:	/s/ Robert J. Conner
		Name: Robert J. Conner
		Title: Attorney-in-fact


	MEADOW VALLEY HOLDINGS LLC

	By:	/s/ Robert J. Conner
		Name: Robert J. Conner
		Title: Attorney-in-fact


	MEADOW VALLEY RESOURCES LLC

	By:	/s/ Robert J. Conner
		Name: Robert J. Conner
		Title: Attorney-in-fact


	INSIGHT EQUITY I LP

	By:	Insight Equity GP I LP
	By:	Insight Equity Holdings I LLC

	By:	/s/ Robert J. Conner
		Name: Robert J. Conner
		Title: Attorney-in-fact


	INSIGHT EQUITY GP I LP

	By:	Insight Equity Holdings I LLC

	By:	/s/ Robert J. Conner
		Name: Robert J. Conner
		Title: Attorney-in-fact

	INSIGHT EQUITY HOLDINGS I LLC

	By:	/s/ Robert J. Conner
		Name: Robert J. Conner
		Title: Attorney-in-fact


	INSIGHT EQUITY HOLDINGS LLC

	By:	/s/ Robert J. Conner
		Name: Robert J. Conner
		Title: Attorney-in-fact


	BRADLEY E. LARSON

	/s/ Bradley E. Larson


	KENNETH D. NELSON

	/s/ Kenneth D. Nelson


	ROBERT W. BOTTCHER

	/s/ Robert W. Bottcher

Ready Mix, Inc.

4602 East Thomas Road,

Phoenix, AZ 85018

March 11, 2009

Meadow Valley Parent Corp.

c/o Insight Equity Management Company LLC

1400 Civic Place, Suite 250

Southlake, TX 76092

Re: Confidentiality Agreement

Gentlemen:

In order to facilitate Meadow Valley Parent Corp., a Delaware corporation (“Meadow Valley”), and its affiliates and each of their respective principals, officers, directors, employees, subsidiaries, agents and advisors, including, without limitation, attorneys, accountants, consultants, lenders, bankers and financial advisors (to the extent such entities or persons receive Confidential Information (as defined below) pursuant to this agreement, the “Representatives”), undertaking an evaluation of potential transactions (each, a “Potential Transaction”) with or related to Ready Mix, Inc., a Nevada corporation (the “Company”), Meadow Valley and the Company hereby acknowledge and agree by signing below that:

1. Confidentiality.

(a) In connection with an evaluation of such a Potential Transaction, the Company shall promptly furnish to Meadow Valley and its Representatives such financial, operational and other confidential, non-public information as Meadow Valley and its Representatives may reasonably request. All such (i) written information (including any writing in electronic format) so furnished by the Company from and after the date hereof that is expressly marked as “Confidential” and (ii) oral information so furnished by the Company from and after the date hereof that is verbally identified as “Confidential” and subsequently confirmed in writing as “Confidential Information” within five days of disclosing the same and (iii) any analyses, compilations, studies or other documents or records prepared by Meadow Valley and its Representatives to the extent that such analyses, compilations, studies, documents or records contain any information referenced in clause (i) or (ii) above, is hereinafter referred to as the “Confidential Information.” The Company shall also provide Meadow Valley and its Representatives with reasonable access to its officers, directors, employees, customers, suppliers, independent accountants, legal counsel and other advisors and consultants in connection with evaluating a Potential Transaction.

Meadow Valley Parent Corp.

March 11, 2009

Page 2 of 5

(b) The parties hereto agree that notwithstanding the foregoing, Confidential Information, as defined above, does not include information that (i) at the time of disclosure by the Company to Meadow Valley or its Representatives is, or thereafter becomes, generally available to the public or within the industries in which the Company or Meadow Valley or its Representatives conduct business, other than as a result of a breach by Meadow Valley of its obligations under this agreement, (ii)prior to or at the time of disclosure by the Company to Meadow Valley or its Representatives hereunder, (A) was already in the possession of or available to Meadow Valley or its Representatives, or was developed by Meadow Valley or its Representatives from information then in its or their possession by the application of information or techniques in its or their possession or (B) was generally available to the public, or (iii) at the time of disclosure by the Company to Meadow Valley or its Representatives or thereafter, is obtained by Meadow Valley or its Representatives from a third party whom Meadow Valley or its Representatives reasonably believes to be in possession of the information not in violation of any contractual obligation to the Company with respect to that information.

(c) Meadow Valley, shall, and shall cause its Representatives to, maintain the confidentiality of the Confidential Information for a period of 18 months from and after the date of receiving the same and shall disclose the Confidential Information during such 18-month period only as authorized in writing by the Company or as required by law, rule or regulation, or by order of a governmental authority or court of competent jurisdiction. Notwithstanding the foregoing, if Meadow Valley or any of its Representatives is required or requested to provide any such Confidential Information as described in the preceding sentence, Meadow Valley agrees that it will provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, or to consult with Meadow Valley with respect to Meadow Valley or its Representatives taking steps (at the Company’s sole expense) to resist or narrow the scope of such request or legal process. In the event no such protective order or remedy is sought or obtained, or the Company waives compliance with the terms of this Section 1(c), Meadow Valley will furnish only that portion of such Confidential Information which it is advised by its counsel is legally required or appropriate.

(d) Meadow Valley acknowledges that it is aware and shall advise its Representatives that the United States securities laws prohibit any person who has material nonpublic information about a company from purchasing or selling securities of such company in violation of applicable law, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such a person is likely to purchase or sell such securities in violation of applicable law.

(e) Each of the parties hereto acknowledge and agree that either party may file a copy of this agreement with the Securities Exchange Commission.

2. Beneficiaries. This agreement shall inure to the sole and exclusive benefit of Meadow Valley and the Company and their respective successors and permitted assigns. No third party shall be deemed a beneficiary of the terms hereof. The obligations and liabilities under this agreement shall be binding upon Meadow Valley and the Company and their respective successors and permitted assigns.

Meadow Valley Parent Corp.

March 11, 2009

Page 3 of 5

3. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts executed and to be wholly performed therein without giving effect to its conflicts of laws principles or rules.

4. Amendments. This agreement may be modified or amended, or its provisions waived, only by a writing signed by the person or persons against whom enforcement of the modification, amendment or waiver is sought.

5. Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior or contemporaneous arrangements, understandings and agreements, written or oral, between them relating to the subject matter hereof. Either party may terminate this agreement at any time upon 180 days prior written notice thereof; provided, however, termination hereof shall not relieve any party of their obligations hereunder that by their nature survive any such termination.

6. No Warranty. Meadow Valley understands and acknowledges that the Confidential Information is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, on the part of the Company. Neither party is under any obligation of any kind to pursue a Potential Transaction and either party may determine not to pursue a Potential Transaction in its sole and absolute discretion at any time.

7. Remedies. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this agreement and that the parties hereto may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity.

8. Severability. If any portion of this agreement shall be held or made unenforceable or invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this agreement shall not be affected thereby and shall remain in full force and effect, and, to the fullest extent, the provisions of the agreement shall be severable.

9. Headings. The descriptive headings of the paragraphs and subparagraph, of this agreement are inserted for convenience only, do not constitute a part of this agreement and shall not affect in any way the meaning or interpretations of this agreement.

10. Assignment; Binding Effect. This agreement may not be assigned by Meadow Valley or the Company by operation of law or otherwise without the express written consent of the other party and any attempt in violation hereof shall be null and void.

Meadow Valley Parent Corp.

March 11, 2009

Page 4 of 5

11. Waiver of Trial by Jury. EACH OF MEADOW VALLEY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.

12. Counterparts. This agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties.

13. Notices. All notices and other communications provided for herein shall be in writing and shall be delivered or sent by hand or overnight courier service, by certified or registered mail or by facsimile, as follows:

(a) if to the Company:

Ready Mix, Inc.

4602 East Thomas Road,

Phoenix, AZ 85018

Attn: Clint Tryon

Facsimile No.: (602) 437-1682

(b) if to Meadow Valley Parent Corp.:

Meadow Valley Parent Corp.

c/o Insight Equity Management Company LLC

1400 Civic Place, Suite 250

Southlake, TX 76092

Attn: Chris Zugaro

Facsimile No.: (817) 488-7739

All such notices or other communications (i) delivered or sent by hand or overnight courier, or mailed by certified or registered mail, shall be deemed to have been given when received, or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient.

[Signature Page Follows.]

Meadow Valley Parent Corp.

March 11, 2009

Page 5 of 5

If the foregoing terms correctly set forth our agreement, please sign and return to us a duplicate copy of this agreement.

	Very truly yours,

	READY MIX, INC.

	By:	/s/ Bradley E. Larson
		Name: Bradley E. Larson
		Title: Chief Executive Officer

ACKNOWLEDGED AND AGREED

on this 13th day of March, 2009:

MEADOW VALLEY PARENT CORP.


By:	/s/ Chris Zugaro
	Name: Chris Zugaro
	Title: Vice President

	MEADOW VALLEY RESOURCES LLC


	By:	/s/ Ted W. Beneski
		Name: Ted W. Beneski
		Title: Chairman of the Board

	MEADOW VALLEY HOLDINGS LLC


	By:	/s/ Ted W. Beneski
		Name: Ted W. Beneski
		Title: Chairman of the Board

	MEADOW VALLEY SOLUTIONS LLC


	By:	/s/ Ted W. Beneski
		Name: Ted W. Beneski
		Title: Chairman of the Board

	MEADOW VALLEY PARENT CORP.


	By:	/s/ Ted W. Beneski
		Name: Ted W. Beneski
		Title: Chairman of the Board

	INSIGHT EQUITY GP I LP

	By: Insight Equity Holdings I LLC


	By:	/s/ Ted W. Beneski
		Name: Ted W. Beneski
		Title: Chief Executive Officer

	INSIGHT EQUITY I LP

	By: Insight Equity GP I LP
	By: Insight Equity Holdings I LLC


	By:	/s/ Ted W. Beneski
		Name: Ted W. Beneski
		Title: Chief Executive Officer