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<SEC-DOCUMENT>0000950136-07-007174.txt : 20071024
<SEC-HEADER>0000950136-07-007174.hdr.sgml : 20071024
<ACCEPTANCE-DATETIME>20071024080618
ACCESSION NUMBER:		0000950136-07-007174
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20071024
DATE AS OF CHANGE:		20071024
GROUP MEMBERS:		JOHN D. ZIEGELMAN

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MEADOW VALLEY CORP
		CENTRAL INDEX KEY:			0000934749
		STANDARD INDUSTRIAL CLASSIFICATION:	HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600]
		IRS NUMBER:				880328443
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-48695
		FILM NUMBER:		071186920

	BUSINESS ADDRESS:	
		STREET 1:		4602 E. THOMAS ROAD
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85018
		BUSINESS PHONE:		6024375400

	MAIL ADDRESS:	
		STREET 1:		4602 E. THOMAS ROAD
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85018

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CD CAPITAL MANAGEMENT LLC
		CENTRAL INDEX KEY:			0001271084
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		2 N RIVERSIDE PLAZA SUITE 600
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		3124663239

	MAIL ADDRESS:	
		STREET 1:		2 N RIVERSIDE PLAZA SUITE 600
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>file1.htm
<DESCRIPTION>AMENDMENT NO. 2 TO SCHEDULE 13D
<TEXT>


<TITLE>
</TITLE>


<DIV STYLE=""></DIV><PRE><BR>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                 SCHEDULE 13D/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)*

                            MEADOW VALLEY CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                         COMMON STOCK, $0.001 PAR VALUE
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    583185103
- --------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

                            CD Capital Management LLC
                       111 South Wacker Drive, Suite 3950
                             Chicago, Illinois 60606
                            Attention: John Ziegelman
                            Telephone: (312) 803-5011
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  with copy to:
                             Greenberg Traurig, LLP
                              77 West Wacker Drive
                             Chicago, Illinois 60601
                       Attention: Peter H. Lieberman, Esq.
                            Telephone: (312) 456-8400

                                October 23, 2007
- --------------------------------------------------------------------------------
             (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 13D and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) 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 6 PAGES
</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

- --------------------------------------------------------------------------------
CUSIP No. 583185103              SCHEDULE 13D/A                Page 2 of 8 Pages


- --------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSON: CD Capital Management LLC

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 31-1816593
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                      (a) [X]
                                                                      (b) [ ]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY
- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS

     OO
- --------------------------------------------------------------------------------
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     TO ITEMS 2(d) OR 2(e)                              [ ]
- --------------------------------------------------------------------------------
6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
- --------------------------------------------------------------------------------
                       7.   SOLE VOTING POWER
                            -0- (SEE ITEM 5)
   NUMBER OF         -----------------------------------------------------------
    SHARES             8.   SHARED VOTING POWER
 BENEFICIALLY               345,700 (SEE ITEM 5)
   OWNED BY          -----------------------------------------------------------
EACH REPORTING         9.   SOLE DISPOSITIVE POWER
    PERSON                  -0- (SEE ITEM 5)
     WITH            -----------------------------------------------------------
                       10.  SHARED DISPOSITIVE POWER
                            345,700 (SEE ITEM 5)
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     345,700
- --------------------------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                        [ ]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     6.7% OF COMMON STOCK(1)
- --------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON

     IA, OO
- --------------------------------------------------------------------------------

(1)  Based on 5,129,760 shares of Common Stock of Meadow Valley Corporation
     outstanding on August 3, 2007, as reported in the Form 10-Q filed by the
     Issuer on August 13, 2007.



                                PAGE 2 OF 6 PAGES
</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

- --------------------------------------------------------------------------------
CUSIP No. 583185103               SCHEDULE 13D/A               Page 3 of 8 Pages

- --------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSON: John D. Ziegelman

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                  (a) [X]
                                                                  (b) [ ]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY
- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     TO ITEMS 2(d) OR 2(e)                              [ ]
- --------------------------------------------------------------------------------
6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States
- --------------------------------------------------------------------------------
                       7.   SOLE VOTING POWER
                            -0- (SEE ITEM 5)
    NUMBER OF        -----------------------------------------------------------
     SHARES            8.   SHARED VOTING POWER
  BENEFICIALLY              345,700 (SEE ITEM 5)
    OWNED BY         -----------------------------------------------------------
 EACH REPORTING        9.   SOLE DISPOSITIVE POWER
     PERSON                 -0- (SEE ITEM 5)
      WITH           -----------------------------------------------------------
                       10.  SHARED DISPOSITIVE POWER
                            345,700 (SEE ITEM 5)
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     345,700
- --------------------------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                        [ ]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     6.7% OF COMMON STOCK(1)
- --------------------------------------------------------------------------------
14.  TYPE OF REPORTING PERSON

     IN
- --------------------------------------------------------------------------------

(1)  Based on 5,129,760 shares of Common Stock of Meadow Valley Corporation
     outstanding on August 3, 2007, as reported in the Form 10-Q filed by the
     Issuer on August 13, 2007.



                                PAGE 3 OF 6 PAGES
</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

                                 SCHEDULE 13D/A

     CD Capital Management LLC, a Delaware limited liability company ("CD
Capital"), John D. Ziegelman ("Mr. Ziegelman", and collectively with CD Capital,
the "Reporting Persons") are jointly filing this Amendment No. 2 relating to the
Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities
and Exchange Commission (the "Commission") on March 15, 2007, as amended by
Amendment No. 1 thereto filed with the Commission on June 8, 2007 (collectively,
the "Schedule 13D").

     Except as set forth below, all Items of the Schedule 13D remain unchanged.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended to add the following information:

     All purchases of Common Stock were made in open market transactions, with
investment funds in accounts under management on behalf of CD Capital, which
may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business. The total amount of funds expended for such
purchases reflected on Schedule A to this Amendment No. 2 was approximately
$456,281, which was expended entirely by CD Capital. These amounts are in
addition to the amounts previously reported.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended to add the following information:

     On October 23, Mr. Ziegelman of CD Capital delivered to Charles E. Cowan,
Charles R. Norton and Don A. Patterson, the independent directors of the Issuer,
a letter, dated October 23, 2007 (the "October Letter"), a copy of which is
attached hereto as Exhibit 99.6 and which is incorporated by reference herein.
In the October Letter, Mr. Ziegelman expressed his disappointment with the
management of the Issuer's business, and the Reporting Persons' belief that the
Issuer should immediately be put up for sale in order to maximize long-term
shareholder value. Accordingly, Mr. Ziegelman, on behalf of the Reporting
Persons, has notified the Issuer's independent directors in the October Letter
that the Reporting Persons now demand that the Issuer's Board of Directors (the
"Board") hire an independent, nationally recognized investment banking firm to
asses all strategic alternatives, including a sale of the Issuer.

     The Reporting Persons expressly reserve the right to propose other matters
identified in and related to the October Letter, and/or to propose or take
actions intended to effect the demands set forth in the October Letter. In
addition, the Reporting Persons expressly reserve the right to propose other
matters such as dispositions of non-core assets and/or other value maximizing
transactions with respect to all or parts of the Issuer, particularly following
receipt by the Board of advice from a qualified investment banking firm which
the Reporting Persons believe that the Board should immediately retain as noted
above. The Reporting Persons expressly hereby reaffirm the reservation of all
rights, options and possible future actions heretofore disclosed by them in this
Item 4 to Schedule 13D.


                                PAGE 4 OF 6 PAGES

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER

Item 5 is hereby amended to add the following information:

     As a result of the purchases and sales of shares of Common Stock as
reflected on Schedule A to this Amendment No. 2, the aggregate number of shares
of Common Stock beneficially owned by the Reporting Persons increased to
345,700, representing approximately 6.7% of the shares of Common Stock presently
outstanding based upon the 5,129,760 shares of Common Stock reported by the
Issuer to be outstanding as of August 3, 2007 in the Issuer's Form 10-Q filed
with the Commission on August 13, 2007.

     As a result of the transactions described in this Schedule 13D, the
Reporting Persons may be deemed to beneficially own shares of Common Stock as
follows:

                                             Number of          Approximate
                                             Shares of         Percentage of
Name of Reporting Person                    Common Stock    Outstanding Shares
- --------------------------------------------------------------------------------
Mr. Ziegelman                                    345,700                 6.7%
CD Capital                                       345,700                 6.7%


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following:

Exhibit 99.6    Letter dated October 23, 2007 from Mr. Ziegelman to the
                independent directors of the Issuer.



                                PAGE 5 OF 6 PAGES

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

                                    SIGNATURE

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

DATED: October 23, 2007

                                     CD CAPITAL MANAGEMENT LLC

                                     By: ZP II LP, its Managing Member

                                     By: C3 Management Inc., its General Partner



                                     BY: /s/ John D. Ziegelman
                                         ---------------------------------------
                                     Name: John D. Ziegelman
                                     Title: President


                                     /s/ John D. Ziegelman
                                     -------------------------------------------
                                     JOHN D. ZIEGELMAN





                                PAGE 6 OF 6 PAGES
</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

                                   SCHEDULE A

     This schedule sets forth information with respect to each purchase and sale
of Common Stock which was effectuated by a Reporting Person within the last 60
days. All transactions were effectuated in the open market through a broker.

Purchase (Sale) of Shares Effected by CD Capital for the Account of CD
Investment

                  Number of Shares                                  Aggregate
      Date        Purchased (Sold)       Price Per Share($)        Price($)(1)
- --------------------------------------------------------------------------------
8/31/2007               (500)                 13.1445              (6.572.25)
9/17/2007               (292)                 12.6477              (3,693.13)
9/18/2007               1,392                 12.6024               17,542.54
9/26/2007               2,000                 11.8662               23,732.40
9/27/2007                100                  12.0055               1,200.55
10/1/2007                993                  11.9056               11,822.26
10/2/2007                479                  11.2555               5,391.38
10/4/2007               2,050                 11.6199               23,820.80
10/5/2007               1,500                 11.9008               17,851.20
10/9/2007               4,500                 12.3906               55,757.70
10/10/2007              4,300                 11.7569               50,554.67
10/12/2007              (200)                 11.8343              (2,366.86)
10/12/2007              (100)                 11.8546              (1,185.46)
10/12/2007              2,198                 11.9996               26,375.12
10/17/2007             10,177                 12.0421              122,552.45
10/18/2007              1,500                 11.9602               17,940.30
10/19/2007              2,400                 11.7555               28,213.20
10/22/2007              2,004                 11.7291               23,505.12
10/23/2007              2,495                 12.0328               30,021.84

(1)  Includes commissions but excludes other execution-related costs.



</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>


                                  EXHIBIT INDEX

Exhibit 99.6   Letter dated October 23, 2007 from Mr. Ziegelman to the
               independent directors of the Issuer.


</PRE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>2
<FILENAME>file2.htm
<DESCRIPTION>LETTER DATED OCTOBER 23, 2007
<TEXT>
<HTML>
<HEAD>
<TITLE>
</TITLE>
</HEAD>
<BODY>
<DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

October 23, 2007

Mr. Charles E. Cowan
Mr. Charles R. Norton
Mr. Don A. Patterson
c/o Meadow Valley Corporation
4602 E. Thomas Road
Phoenix, AZ 85020


Gentlemen:

I am writing to express my profound disappointment with you, the Independent
Directors of Meadow Valley Corporation, for your abject failure to safeguard
Shareholder value. As a fiduciary ourselves, we can no longer wait patiently for
the Board to act to unlock the persistently discounted value of Meadow Valley
stock; and we can not stand by and watch as the actions you do take continue to
destroy Shareholder value. As is painstakingly documented below, I believe that
the best way to maximize long-term shareholder value for all shareholders is the
immediate sale of the company to the highest bidder. Therefore, we demand that
the Board immediately engage an independent, nationally recognized, investment
bank with relevant industry and transactional experience, to assess all
strategic alternatives, including selling the Company. We believe that any good
investment banking firm will, as a result of its assessment, advise you that a
sale of the Company is the superior, and perhaps the only, strategic alternative
available to the Company to maximize long-term Shareholder value. All statements
contained in this letter are the opinions of CD Capital Management LLC or based
on facts derived from public records, unless otherwise noted. The review period
covered by this letter begins on February 27, 2006 and continues until October
22, 2007, unless otherwise noted.

Our most recent due diligence efforts with respect to monitoring our investment
in the Company - conversations principally with investment bankers, Wall Street
research analysts, potential strategic and financial buyers, etc., - have led us
to conclude that there are several financial and strategic purchasers
potentially interested in acquiring Meadow Valley. Therefore, based on both our
direct knowledge of interested acquirers, specifically, and the marketplace for
strategic acquisitions in general, we believe there is a strong likelihood of
completing a sale transaction at a significant premium to today's price. Based
upon these discussions and our views of value, we believe that a transaction
could be consummated at a value range of $17-$19 per share (see our analysis
below). Under separate cover, we will send you contact information for

                                       1


</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>


what we believe to be six highly regarded, independent and nationally recognized
investment banks all with the requisite industry and transactional experience;
and who we believe would have a strong interest in advising Meadow Valley. For
the Board to not authorize management to contact these (and any other reputable)
investment banks and then to not hire one of them to conduct the analysis
described herein (giving public notice of the engagement), I believe would be a
noteworthy and significant breach of your fiduciary duty.

Of course, rational people can disagree on a course of action, strategy or even
principles given a set of facts; but they cannot, by definition, disagree on the
facts. A Fact is something that is the case, something that actually exists, or
something that can be verified according to an established standard of
evaluation. Clearly, the Independent Directors of our Board seem to believe that
their actions are rational and appropriate, and seem comfortable in making such
major decisions for the Owners of the Company without the benefit of actual
common stock ownership. We could not disagree more and believe the facts
irrefutably support us in our belief. Please be advised that in writing this
letter, my goal is not to impeach you or management on a personal level, but
rather it is to analyze the facts as they actually exist, according to
established standards of evaluation and in the "bright sunlight of the day" so
all stakeholders can draw their own conclusions.

As you know, our vocal history with the Company began well over a year ago, as
the value discount - the discount level that the market prices the Company's
stock relative to its peer group - began increasing from its already elevated
levels. In a letter to Brad Larson, dated August 15, 2006 (previously filed with
our Schedule 13D), I hypothesized that some of the factors contributing to
Meadow Valley's persistent and widening value discount were likely to be: (i)
the Company's micro-cap status, (ii) lack of Wall Street research coverage,
(iii) the lack of scale, compared to the other public E&C companies (average
market cap is just over $1.0 Billion), and (iv) a very illiquid stock. By their
nature, these impediments don't simply go away with the passage of time. They
are binary in nature and thus are either issues or non-issues until resolved. At
the time, we felt that a sale transaction addressed all of the above issues, but
was not the only course of action the Board could take. However, we did warn
that pursuing the status quo did nothing to address the issues and likely
exasperated them. We concluded by suggesting that the Company consider hiring an
investment banker to explore all strategic options, including a sale. Sadly, the
Company never responded publicly to our sale suggestion and rejected a series of
subsequent overtures made by us to discuss unlocking long-term value for all
Shareholders.

While the Board has been "pondering" the issues for well over a year, it is yet
to come up with a plan, or instituted any actions, to maximize long-term
shareholder value that, in any way, is recognizable to the market. I emphasize
the distinction between what you think you have done to maximize value and the
market's assessment of what you have done, as they are not equivalent. We do,
however, know of three extraordinarily questionable financial and governance
decisions the Board has authorized: (i) employing an inexperienced investment
bank and issuing nearly 20% in a dilutive and expensive common stock and
warrants private placement, (ii) amending the Company's Bylaws, significantly
limiting Shareholder rights without Shareholder ratification, and (iii)
repurchasing Ready Mix, Inc. common stock at an


2

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

unnecessary premium, when you already had a controlling interest. Lastly, we
have analyzed the full body of the Board's decisions and leadership over the
past 20 months, analyzing the short-term impact of the Company's "material
disclosures", as disclosed on Form 8-K, on the stock price, and the results are
alarming. For the past 20 months, this Board has stood idly by, or took
incredibly questionable actions, while material announcement after material
announcement persistently degraded Shareholder value; never once, seemingly,
asking itself if the Board's (or management's) strategy to maximize Shareholder
value was sound. I will discuss all of the aforesaid in more detail below.

Approximately one year ago, just as we were preparing to file our initial 13D in
October 2006, the Company issued units (consisting of 817,120 common shares and
81,712 five-year warrants struck at $12.60) in a private placement transaction
priced at $9.00 per unit. This nearly 20% dilutive offering is noteworthy for
several reasons: First, the placement agent you hired had no discernable private
placement experience and charged the company a 10% placement fee plus expenses.
Placement Agent fees generally range between 5%-7.5% of the capital raised, thus
you seem to have been overcharged by between 2.5% and 5%. Moreover, according to
Sagient Research's Placementtracker.com, which tracks private placement
activity, the investment bank you hired to place these securities has not placed
a single other private placement during 2006 or 2007 year to date. To put this
lack of experience into perspective, there were over 3300 private placement
transactions completed during 2006/2007 led by more than 25-30 qualified,
experienced and well regarded investment banks. We also found it quite odd that
none of the major Shareholders of the Company that we've spoken to were
contacted by the placement agent to participate in the transaction; seemingly a
clear effort to disenfranchise and dilute the major Shareholders. To be clear,
neither inexperienced named investment banks, nor backroom undisclosed
"advisors" fit the bill for what long-term shareholders such as us expect and
demand of our Board and management. Second, in reaction to the public disclosure
of this financing, by the close of the second day, Meadow Valley's stock was
down almost 10%.

Third, and most importantly, the all-in equity cost of capital of this
financing, which we estimate at over 30%, has had a detrimental and adverse
long-term impact on Shareholder value. As you know generally from our past
discussions, and specifically from our March 2007 Board Presentation (previously
filed with our 13D/A), one of the strategic alternatives that we previously
discussed with the Company was building the Company by executing management's
long term strategic plan. Notwithstanding the fact that I can't tell you what
the plan is or the feasibility of its success, it is now a moot point. As any
recent graduate of a MBA program can tell you, cost of equity capital has a
direct bearing on the value of a (cash flowing) enterprise. Therefore, almost no
matter how fantastic or rosy management's projections are, the resulting value
is severely handicapped by Meadow Valley's stratospheric cost of equity capital.
We define your cost of equity capital simply as the cost to acquire growth
capital, a fairly textbook definition. After examining the Company's 2006
private placement, we have estimated the Company's equity cost of capital as
follows:

<FONT size="1">


Transaction Costs          10.0%    (Placement Fee to Wunderlich Securities)
Market Discount            16.7%    (Purchase Price of $9 compared to $10.80 day before)
Warrant Value               4.0%    (Black-Scholes Model)

Total                      30.7%
Risk Adjustment            1.22x    (Company's inception to date Standard Deviation of Equity Returns)
</FONT>


                                       3

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

Risk Adjusted Cost of Equity Capital = 37.4%

Given the market's expectations for the future, in part set by management; and
the Company's present cost of equity capital, we see a "status quo" value range
of between $12 and $15 per share. This value assumes some very aggressive value
inputs including: a six-year, 15-20% compound annual growth rate for free cash
flow, a meaningful reduction in the debt/equity ratio, a meaningful reduction of
equity cost of capital and improved market multiples of 8x EBITDA for
Construction and 10x for Materials. Interestingly, this value range has been the
persistent and majority value in the market since mid-2005, suggesting fair
value for the stock under current leadership.

Obviously, intrinsic value would become fully apparent if the Company were to be
sold. When you hire an investment bank for the strategic alternatives review, we
believe the bank would demonstrate to the Board that a sale transaction is more
certain and would result in a greater value than the status quo management plan.
Based on our simple Sum-of-the Parts Valuation, we believe that an immediate
sale transaction would result in a purchase price of at least $17-$19 per share,
even being limited by the "market premium" buyers would be willing to pay, and
could likely be closed in approximately 6-months time. However, the only true
test for determining intrinsic value is for an experienced investment bank to
test the market by conducting a full auction process.

<FONT size="1">


CD Capital - Sum of the Parts Valuation
Projected Consolidated EBITDA                                 $14.269 Million (1)
Weighted-Average Market Multiple                              7.132x (2)

Projected Enterprise Value                                    $101.769 Million

Plus Net Cash                                                 $12.2
Less Minority Interest                                        $14.6 (3)

- ---------------------------------------------------------------------------------------------------------------------
Equity Value                                                  $99.400 Million
Equity Value per share                                        $18.74 (4)
- ---------------------------------------------------------------------------------------------------------------------
</FONT>

1. CD Capital projection of forward 12 months EBITDA based on publicly available
information and our internal assumptions.
2. Based on 6x EBITDA for Construction and an 8x for Materials.
3. Based on the market value on 10/22/07 of the 34% of RMX not owned by MVCO.
4. Based on fully diluted shares of 5.305 million.

Juxtapose this potential immediate sale value with the discounted cash flow
value of our best case version of management's status quo plan and the decision
is clear. Furthermore, the status quo plan, as detailed below, contains very
optimistic assumptions and has considerable execution risk as compared to the
sell now approach!

                                       4

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

<FONT size="1">


Intrinsic Value Comparison                  Sell Now                   Status Quo

Projected Intrinsic Value                   $18.74   (1)               $15.27 (2)
Compounded Annual Growth to Achieve         8.85% (3)                  20% (2)
Exit Multiple to Achieve Stated Value       7.132x (4)                 9.132x (4)
Weighted Average Cost of Capital            NA                         23.0% (2)
Additional Shareholder dilution             NA                         20% (5)
Timing to Achieve Outcome                   6-9 Months                 2-3 Years
Risks to Achieve Outcome                    Market                     Market
                                                                       Execution
                                                                       Cost of Capital
                                                                       Economy
</FONT>

1. See CD Capital's Sum of the Parts Value summarized above.
2. Discounted cash flow value based on 20% annual growth for FCF and EBITDA,
reduction in debt/equity ratio to 10% and weighted-average cost of capital
reduced to 23% over the term of the projection and significantly improved market
multiples for "terminal value".
3. One year growth rate consistent with what we believe management is
forecasting for the forward 12 month period beginning July 1, 2007.
4. Assumes 6x EBITDA for Construction and 8x for Materials in the "Sell Now"
scenario and 8x EBITDA for Construction and 10x for Materials under the "Status
Quo" scenario.
5. In order to pay down debt, fund working capital and continue to make capital
expenditures to generate these projected cash flows, we estimate that the
Company will need to raise additional equity capital over the next five years.

Therefore, even if the board and management had the wherewithal to deliver such
optimistic performance and the market responded by eliminating the valuation
discount, the company's weighted-average cost of capital and the real-world
execution risk associated with management's plan would dictate suboptimal
long-term value creation when compared to an immediate sale transaction.

Your February 2007 amendments to the Company's Bylaws, designed to fundamentally
restrict Shareholder rights, has, we believe, created a sentiment within the
market, including us and many other large Shareholders, that the Board has put
its and management's financial interests, measured in terms of annual
compensation, ahead of its fiduciary duties. In addition to the argument that
immediate sale yields a more certain outcome and better price than the status
quo, we believe that the Board's February governance actions call into question
the Board's independence and ability to make sound judgments for the benefit of
all Shareholders. In addition, as a direct result of the Board's February
governance modifications; the Company now garners an Institutional Shareholder
Services ("ISS") Corporate Governance Quotient ("CGQ") ranking of 19. This means
that of the 380 public "capital goods" companies tracked by ISS, 81% score
better than Meadow Valley on governance. The relevance of the ISS grade is that
most institutional investors shy away from such poorly governed companies and
thus exacerbates our illiquidity problem. In addition to the ISS failing
corporate governance grade, Glass, Lewis & Co., another well recognized proxy
services firm recommended to all Meadow Valley Shareholders that they withhold
their votes for both Messrs. Larson and Nelson of the Company based on their
approval of the shareholder rights plan, stating "We believe that boards should
be given wide latitude in directing the activities of the company and charting
the company's course. However, on an issue such as this, where the link between
the financial



                                       5
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interests of shareholders and their right to consider and accept buyout offers
is so substantial, we believe shareholders should be allowed to vote on whether
or not they support such a plan's implementation". They went on the say, "In
this case, we believe that the directors who served on the board at this time
bear the responsibility for implementing the shareholder rights plan without
first allowing shareholders to vote on its adoption. Had Messrs. Cowan, Norton
and Patterson been up for election at this year's annual meeting, we would have
recommended withholding votes for them as well."

Ironically, the Company's recently adopted poison pill has potentially limited
share price appreciation in that, if someone were inclined to acquire just 5%
let alone 15% of the Company, we would not be having this discussion because it
is likely that the buying pressure, estimated at more than 100% of every share
traded since February 13th, would have substantially increased our share price!

Given your failing grade as determined by ISS in combination with the fact that
the Board and the four highest paid senior officers' 2006 compensation totaled
over 51% of the audited 2006 net earnings, it is a fair and legitimate question
for the owners of Meadow Valley to ask the Independent Directors "why should
your governance actions be viewed as value creating, shareholder friendly, or in
the interest of long-term value creation?" At best, the situation, in
combination with the Board's and management's compensation, has created
conflicting incentives between the Board/management and the Owners. At worst, it
has created outright conflicts of interest. Suffice it to say, there is a
potential conflict of interest, and in conjunction with the Company's small
size, the scale-industry it competes in and the extraordinarily high cost of
capital and many other issues outlined herein, is just another in the litany of
reasons why the Company should be sold immediately.

Despite my being highly critical of some of the Board and management's decisions
over the past 20 months, I have consistently tried to get the Company to engage
us in a real dialogue in order to bring our resources to bear and help the Board
and management to maximize Shareholder value. To that end, in addition to our
numerous phone conversations, letters and other correspondence, a colleague of
mine and I made a formal in-person presentation to the Board on March 6, 2007
(previously filed with our March 8, 2007 Schedule 13D), presenting the
operational and governance issues, the resulting value disconnect and the
Company's strategic options. While the Board politely listened to our
presentation, it did not ask any substantive questions nor make any statements
other than to say it understood the issues.

Apparently you did not understand the issues, because in the more than six
months from the date of our Board presentation, the Board has not taken any
value enhancing steps, and continues to make highly incomprehensible, value
destroying, decisions. For example, on June 29, 2007, the Board approved and
management executed on purchasing 476,550 shares of Ready Mix Inc.'s common
stock from a Ready Mix 13D filer (13D filed on 12/5/06). That 13D filer
disclosed its intentions in their Item 4, stating only their "investment
purpose" and potential "to communicate with management ways to enhance
shareholder value". In just a little over 6 months later, the only Shareholder
(of either Meadow Valley or Ready Mix) whose value was enhanced was that 13D
filer. To be fair, given the asymmetry of information resulting from your being
a public company, we can't comment intelligently on whether the RMX repurchase
was a good or


                                       6
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bad strategic move. Suspending our disbelief for the sake of argument, however,
we still view the cost of that acquisition to be out of step with its purported
benefits. Like Meadow Valley, Ready Mix's stock is very illiquid. If the 13D
filer was forced to sell in the market, it would most likely have sold at a
significantly lower price, which you could have availed yourself to had you had
adopted such an open-market share repurchase program. And, as this was not for a
"control" position, it is our belief that a discounted (not premium) purchase
could and should have been negotiated with the 13D filer. This also begs the
question of whose stock was a more compelling value, RMX or MVCO? I would argue
that had that same $7 million been spent on open-market purchases of Meadow
Valley stock (estimated at between 530-580 Thousand shares) - notwithstanding
the fact that the Board recently authorized the sale of MVCO stock at $9 per
share - it would have had a significantly better outcome for Meadow Valley
Shareholders as it would have represented approximately 72% of the total volume
traded since the announcement.

For readers who are unfamiliar with your capital structure and the details of
this truly amazing transaction, Meadow Valley already owned a controlling
financial and voting interest in Ready Mix (53% as disclosed in the July 2, 2007
Form 8-K filing). Furthermore, without sufficient explanation to the Owners of
Meadow Valley, clearly not for a "control" position, and disclosed one day in
front of a national holiday, the Company paid $14.25 a share, or nearly a 12%
premium, to acquire the stake from the 13D filer/shareholder. Amazingly, this
same Board authorized and executed on the Initial Public Offering of RMX stock
just over two years ago (8/2005) at $10 per share! To put this pre 4th of July
Holiday disclosure into a little more perspective, it is our understanding that
an undisclosed "advisor" recommended both: (i) the repurchase as the best
"strategic alternative" for the Company and (ii) the price paid, despite the
fact that Ready Mix stock had not traded at or above $14.25 since May 2006 and
was very illiquid. Today, RMX stock now trades (and I use that term loosely) at
$11.20 per share (as of the close on 10/22/07). Thus, the Board's investment
acumen, so far, has rewarded the Meadow Valley owners with a negative 21.4%
return on their invested capital. As I detailed above, it cost Meadow Valley's
owners approximately 30% to raise the money used to purchase the RMX stock (37%
on a risk adjusted basis); giving Meadow Valley's owners a return of negative
52.4%. Now, just to breakeven on our Ready Mix investment, RMX stock needs to
trade to over $17 per share, a level it has only briefly achieved in its history
and never sustained.

As articulated above, we have described in detail the consequences of three
significantly questionable actions taken by the Board, each individually a
watershed event, which have undoubtedly destroyed long-term Shareholder value.
In addition, there seems to be a pervasive undercurrent that this Board is
completely unaware of, which has made even positive material events disclosed by
the Company to be regarded by the market as value destroying. I am speaking of
Meadow Valley's stock reaction, over the past 20 months, to each of the
Company's 21 material events as reported and filed on Form 8-K. These topics
ranged from quarterly results to governance, Regulation FD disclosures,
management changes, etc. We have analyzed the market's reaction to all of these
8-K filings, which by design is a short-term assessment, as measured by price
change, and it unambiguously concludes that the Board has failed to protect and
preserve Shareholder value. In summary, more than 75% of the Company's material
disclosures resulted in a lower stock price two days after their announcement.
In the aggregate,



                                       7
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all 21 material disclosures resulted in a 53.2% cumulative destruction in
short-term value. Moreover, when compared to the Russell 2000 Index and the Dow
Jones Construction and Materials Index, to rule out "market effect" on our price
change, the Meadow Valley Shareholders' "Misery Gap" was more than 56.6% and
63.1%, respectively (see our 8-K Analysis attached as Exhibit B).

Before you scoff at our analysis seizing on the term "short-term", let me
explain the cumulative effect it has on the Owners and the market. Your
actions/inactions have created a market context analogous to a steep climb up a
slippery slope without shoes. In that context, long-term value creation is made
significantly more difficult. In plain English, the market does not believe,
based on years of inaction by the Board, bad financial and governance decisions,
suboptimal scale and high cost of capital, that the Board and management are
capable of unlocking long-term value on their own; hence the persistent
value-discount applied to Meadow Valley's stock over the years and the final
reason why we believe a sale now makes the most sense for maximizing long-term
shareholder value.

In trying to address (i) the persistent value disconnect and (ii) the Board's
continuation of strategic and financial missteps, I discussed with both Brad
Larson and Chuck Norton my general view that boards of public companies like
Meadow Valley should consider adding a major Shareholder representative as a
Director. The idea is simple, bring Ownerships' perspective into the formal
decision making body as a non-controlling Director, giving all Shareholders
comfort that their interests are being served. And, as I explained to both Brad
and Chuck, our due diligence indicated that other major Shareholders would view
such a move as a very positive development. Moreover, I even told Brad that
while I preferred not to, if the Board believed that my joining the Board would
add value to the Company, I would seriously consider such an invitation. As you
know, I have had a modicum of success in that regard. Sadly, the Independent
Directors of the Board have decided that, despite having no actual ownership of
any common stock (not granted via options), its going-it-alone strategy is
working for them; and therefore, announced publicly during its August 2007
earnings call, in response from another large institutional investor's direct
question, the Board's decision to not add any Shareholder Director at this time,
although Brad did say it was still being considered.

In the final analysis, you gentlemen have had ample opportunity, over the past
20 months, to take action, but have failed to be effective at every turn. You
have made numerous value-destroying decisions, have made no fundamental progress
running a public company, have rejected numerous overtures from us to help, and
you have not engaged any qualified and independent advisors to assist you in the
performance of your Fiduciary duties. You also seem to be following the
"activist 101 legal advice" from your counsel to ignore both the messenger and
the message! For both the arguments articulated above and the facts catalogued
in Exhibit A, we believe that the Board must immediately engage an independent,
nationally recognized, investment bank with relevant industry and transactional
experience to quantify the value achievable in a sale and then conduct a full
and robust auction process to sell the Company and achieve that value.

We would expect that the banker hired by the Company to conduct a true
"strategic alternatives" review to justify the sale pricing and decision; and we
would expect that the




                                       8
</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>


investment bank would objectively quantify the long-term value obtainable by
virtue of management's operating plan (including the risk associated with
actually achieving that plan and the Company's exorbitant cost of capital) and
compare that to the value obtainable in a sale transaction. While we would
certainly be willing to be proven wrong, after all we are looking for the best
value we can achieve as one of the Company's largest owners, we find it hard to
believe that any outcome other than a sale of the Company makes any sense.




                                       9
</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>


While we believe your course to be clear and immediate action a necessity --
hire an investment banker to sell the Company -- we are happy to discuss with
you any or all of the matters covered in this letter at any time. Of course, we
are but one of your largest Shareholders. Therefore, we expect management to
hold an open forum for frank discussion so all Shareholders and the marketplace
can understand any differing perspectives on what to do with Meadow Valley. We
expect to hear from the Company publicly on all of these matters at, or prior
to, the Company's next quarterly conference call anticipated to be on or before
November 15, 2007.

Respectfully yours,

/s/ John D. Ziegelman

John D. Ziegelman
Managing Member
CD Capital Management LLC

                                       10

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Exhibit A - Factual Summary

All of the following were obtained from publicly available sources as noted
below.

A.       The Board's Record of corporate and governance oversight has given the
         company a failing grade on corporate governance, as determined by ISS,
         and includes, but is not limited to:
          (i)      No actual current common stock Ownership by any Independent
                   Directors and an immaterial amount owned by the "C" level
                   corporate officers (2007 Proxy Statement).
          (ii)     No Chairman of the Board (2007 Proxy Statement).
          (iii)    A staggered Board of Directors (2007 Proxy Statement).
          (iv)     The Board recently took actions that are contrary to
                   Institutional Shareholder Services (ISS) recommendations for
                   good corporate governance practices including, but not
                   limited to: instituting a "poison pill" at a 15% Ownership
                   level, disallowing Owners from calling a special
                   stockholders' meeting, removing the ability of Owners from
                   taking action by unanimous consent, and providing that only
                   Directors can fill a Board vacancy; ALL without Shareholder
                   input or ratification (FORM 8-K DATED 2/5/07).
          (v)      Authorized a private placement transaction, conducted by an
                   inexperienced placement agent, when the stock was trading at
                   a depressed level without understanding the cost of capital
                   (and its impact on value) and dilution to existing
                   Shareholders (Form 8-K dated 10/20/06).
          (vi)     While already the majority Owner of Ready Mix Inc. common
                   stock (i.e., greater than 50% Ownership), authorized and paid
                   nearly $7 million - $14.25 per share or approximately a 12%
                   premium over market - to acquire a roughly 6% additional
                   stake in Ready Mix Inc. from an activist Shareholder (13D
                   filer). (Form 8-K dated 7/2/07).
          (vii)    During calendar year 2006, the three Independent directors
                   were compensated to the tune of $203,300, or 4.4% of 2006's
                   audited earnings (2007 Proxy Statement and 12/31/06 10-K).
          (viii)   During calendar year 2006, the top 4 executive officers and
                   the Independent Directors combined were compensated to the
                   tune of $2,132,412, or a staggering 51.2% Of 2006's audited
                   earnings (2007 Proxy Statement and 12/31/06 10-K).



                                       11

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B.       Meadow Valley is a public company in name only.


As the following graph clearly indicates, liquidly is all but non-existent, down
more than 90% from 20 months ago! The Company has not been able to attract any
credible Wall Street research coverage; and in discussions that we've had with
many analysts, the two prevailing reasons are size/scale of enterprise and the
management/Board credibility. Moreover, the Company has all of the burden and
expense of being public Company.

                          MVCO 3 Month Liquidity Index
                          ----------------------------


                                [CHART OMITTED]




Source:  Bloomberg LP

                                       12

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>


C. Meadow Valley's stock continues to trade at significant discounts to its
Peers...
As the following table summarizes, Meadow Valley trades at between a 34%-57%
discount to the average multiples of its peer group (E&C and Materials
companies) as measured by: Enterprise Value to Revenue, Enterprise Value to
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) and the
Price/Earnings Ratio.

<FONT size="1">

                                                                         LTM
Comparable Company Analysis                                           Multiples
- ----------------------------                                 ------------------------------------------        Debt/
                                                   EV/Revenue           EV/EBITDA             P/E             Equity
- --------------------------------------------------------------------------------------------------------   ----------------

Meadow Valley Corp.                                         0.3x                4.9x             15.4x            30.2%
- --------------------------------------------------------------------------------------------------------   ----------------
Granite Construction Inc.                                   0.6x               10.1x             23.6x             7.7%
Sterling Construction Co. Inc.                              0.9x               10.0x             22.2x             9.4%
Perini Corp.                                                0.3x               10.0x             20.4x             1.6%
Matrix Service Co.                                          1.2x               18.6x             37.5x             0.7%
US Concrete Inc.                                            0.6x                6.7x             13.4x               NM
- --------------------------------------------------------------------------------------------------------   ----------------
Max                                                         1.2x               18.6x             37.5x             9.4%
Average                                                     0.7x               11.1x             23.4x             4.8%
Min                                                         0.3x                6.7x             13.4x             0.7%
- --------------------------------------------------------------------------------------------------------   ----------------

- -------------------------------------------------------------------------------------------------------
MVCO Discount to (avg.) Peers                              56.9%               55.5%             34.3%
- -------------------------------------------------------------------------------------------------------

- ---------------------------------- ----------------------------------------------------------------------------------------
Source: Company filings and CapitalIQ.
</FONT>


                                       13

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D. ...and the stock has vastly underperformed: (a) the Russell 2000 Index, (b)
the Dow Jones construction and Materials Index and (c) two key industry players,
(i) Granite Construction and (ii) Sterling Construction; which in the aggregate
are up approximately 20% relative to Meadow Valley being down almost 25%.


                          Comparable Performance Index
                          ----------------------------


                                [CHART OMITTED]



Source:  Bloomberg LP


                                       14

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Exhibit B - Form 8-K analysis

In our analysis, we compared the Company's stock price 2 days following each 8-K
filing with the closing stock price the day before each 8-K filing. Our
rationale is that by the close of the second day, all information contained in
the 8-K is known and priced by the market (Efficient Market Theory). We believe
this analysis is both relevant, in that it reflects the material events/outcomes
that our Board and management have executed on, and it is a completely objective
short-term measurement of value creation or destruction based on those material
events.

As the table below summarizes (the data is attached hereto), an astounding 53.2%
Of the Owner's value evaporated cumulatively by the end of the second day
following the 8-K filing. To be clear, this is not an exercise in skewing the
data; as more than 75% of the 8-K's resulted in short-term value destruction.
Moreover, the data worsens relative to both the Russell 2000 Index and the Dow
Jones Construction and Materials Index. The relative comparison, which we have
aptly coined as the "Meadow Valley Misery Gap", is an astounding 56.6% and
63.1%, respectively.

<FONT size="1">

- -----------------------------------------------------------------------------------------------------------
Summary Statistics: Form 8-K Analysis                          MVCO         Russell 2000         DJCM
                                                                                Index           Index
- -----------------------------------------------------------------------------------------------------------

Number of 8-Ks Analyzed                                                20               NA              NA
Increase in Shares Outstanding                                      23.3%               NA              NA

Overall Dollars Created/(Destroyed)                          (30,209,225)               NA              NA
Change in Price during Measurement Period                          -24.6%           10.87%          23.67%
Percent of 8-Ks with Positive Effect on Price/Index                 23.8%            52.4%           61.9%

- -----------------------------------------------------------------------------------------------------------
Overall Effect of 8-K on price                                    -53.21%            3.41%           9.89%
MVCO Shareholder Misery Gap                                            NM          -56.63%         -63.11%
- -----------------------------------------------------------------------------------------------------------
</FONT>


Sources: Company Form 8-K Filings and Bloomberg LP




                                       15


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Meadow Valley Corporation
Value Destruction/Creation
Comparative 8-K Analysis

<FONT size="1">

                                                                                                  MISERY              MISERY
                                                                                                   INDEX   % CHANGE    INDEX
DATE OF 8-K                         MVCO SHARES   % CHANGE       DOLLAR VALUE        % CHANGE       R2K      DJCM      DJCM
REPORT/ TOPIC   SUBJECT OF 8-K      OUTSTANDING    IN MVCO   CREATED/(DESTROYED)   IN R2K INDEX    INDEX     INDEX     INDEX
- -------------   -----------------   -----------   --------   -------------------   ------------   ------   --------   ------

10/9/2007       Amended Terms of      5,129,760    -4.00%     $ (2,462,284.80)         -0.61%      -3.39%     0.43%    -4.43%
Financial       Revolver

9/20/2007       Investor              5,129,760    -7.34%     $ (4,821,974.40)         -1.42%      -5.92%    -0.95%    -6.40%
Operations      Presentation
                by CEO, Brad
                Larson
                DA Davidson
                Conference
8/9/2007        Quarterly Report,     5,129,760    -2.07%     $ (1,385,035.20)         -1.99%      -0.07%    -1.59%    -0.47%
Operations      Q207

7/2/2007        RMX Stock             5,129,760    -0.78%     $   (564,273.60)          1.97%      -2.75%     2.04%    -2.82%
Financial       Purchase

5/9/2007        Quarterly Report,     5,129,760    -5.32%     $ (3,693,427.20)         -0.16%      -5.16%     1.37%    -6.69%
Operations      Q107

4/20/2007       COO Retires           5,125,760    -1.18%     $   (820,121.60)          0.86%      -2.04%     1.71%    -2.89%
Operations

3/14/2007       Investor              4,998,416     1.36%     $    849,730.72           1.25%       0.11%     0.41%     0.95%
Operations      Presentation
                by CEO, Brad
                Larson
                B. Riley
                Conference

3/8/2007        Quarterly Report,     4,998,416    -0.62%     $   (399,873.28)          1.69%      -2.31%     0.97%    -1.60%
Financial       Q406

3/6/2007        New Indemnification   4,998,416    -1.35%     $   (849,730.72)          2.77%      -4.13%     3.24%    -4.59%
Governance      Agreements for
                Officers/Directors

2/13/2007       Rights Agreement -    4,998,416    -0.48%     $   (299,904.96)          1.20%      -1.68%     1.42%    -1.90%
Governance      Poison Pill

2/5/2007        Amended Corporate     4,998,416     2.70%     $  1,649,477.28           0.84%       1.86%    -0.62%     3.31%
2/13/2007       Bylaws
Governance

11/14/2006      Quarterly Report,     4,998,416    -1.06%     $   (549,825.76)          2.37%      -3.44%     2.07%    -3.13%
Financial       Q306

11/1/2006       Increased Bonding     4,165,963    -4.77%     $ (2,124,641.13)         -1.84%      -2.93%    -0.55%    -4.22%
Operations      Limit AND CFO
                Emplyment Agmt.

10/20/2006      Private Placement     4,165,963    -9.26%     $ (4,165,963.00)         -0.65%      -8.61%    -0.15%    -9.11%
Financial       of Equity Securities
</FONT>

</PRE><DIV STYLE="page-break-before: always;"></DIV><PRE><BR>

<FONT size="1">

8/14/2006       NO 8-K FILED          4,165,963    -5.50%     $ (2,291,279.65)          4.18%      -9.68%     4.38%    -9.88%
Financial       Form 10-Q for
                period ending
                June 30, 2006

8/4/2006        Settles               4,160,853    -1.46%     $   (624,127.95)         -2.40%       0.94%    -1.69%     0.23%
Operations      Arbitration with
                Former
                Subcontractor

7/5/2006        New Contract          4,160,853     7.54%     $  3,578,333.58          -2.94%      10.49%    -3.29%    10.84%
Operations

6/19/2006       Construction          4,160,853     0.83%     $    374,476.77          -0.35%       1.18%     0.45%     0.39%
Operations      Project
                Claims Update

5/15/2006       Quarterly Report,     4,160,853    -7.11%     $ (3,453,507.99)         -2.23%      -4.88%    -5.04%    -2.07%
Financial       Q106

4/3/2006        Doty Appointment      4,160,853     0.16%     $     83,217.06           0.15%       0.02%     3.49%    -3.32%
Operations

3/8/2006        Quarterly Report,     4,160,853   -13.51%     $ (8,238,488.94)          0.73%     -14.24%     1.79%   -15.30%
Financial       Q405
                                                  ------      ---------------          -----      ------     -----    ------
Cummulative Change                                -53.21%     $(30,209,224.77)          3.41%     -56.63%     9.89%   -63.11%
Percent Winners                                                          23.8%                      52.4%               61.9%
</FONT>
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