SECURITY AGREEMENT DATED 12/19/2003

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Agreement") dated as of December 19,
2003 is by and among the parties identified as "Debtors" on the signature pages
attached hereto and such other parties as may become Debtors hereunder (each a
"Debtor" and collectively, the "Debtors"), and Bank of America, N.A., as
Administrative Agent, for the ratable benefit of the Lenders (the
"Administrative Agent").

RECITALS:

A. Quanta Services, Inc., a Delaware corporation (the
"Borrower"), the Guarantors identified therein, the Lenders identified therein,
and the Administrative Agent have entered into that certain Credit Agreement
dated as of the date hereof (as amended, modified, supplemented or restated from
time to time, the "Credit Agreement").

B. This Agreement is required under the terms of the Credit
Agreement.

NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions.

(a) Unless otherwise defined herein, capitalized terms have the
same meaning given them in the Credit Agreement.

(b) The following terms shall have the meanings assigned thereto
in the Uniform Commercial Code in effect in the State of New York on the date
hereof: Accession, Account, Chattel Paper, Commercial Tort Claim, Consumer
Goods, Deposit Account, Document, Equipment, Farm Products, Fixtures, General
Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit
Right, Proceeds, Software, Standing Timber, Supporting Obligation and Tangible
Chattel Paper.

(c) As used herein, the following terms shall have the meaning set
forth below:

"Cash Collateral" is defined in Section 2.1(i).

"Collateral" is defined in the last paragraph of Section 2.1.

"Collateral Proceeds" is defined in last paragraph of Section 2.1.

"Collateral Termination Date" means the first date on which no Loan or
Credit Extension is outstanding under the Credit Agreement, the Commitments have
been permanently terminated, and no other Obligations are due and payable
thereunder or under any other Loan Document.

"Copyright License" means any written agreement, naming any Debtor as
licensor, granting any right under any Copyright.

"Copyrights" means (a) all registered United States copyrights in all
Works, now existing or hereafter created or acquired, all registrations and
recordings thereof, and all applications in connection


therewith, including, without limitation, registrations, recordings and
applications in the United States Copyright Office, and (b) all renewals
thereof.

"Excluded Items" is defined in the last paragraph of Section 2.1.

"Money Market Account" means the "Account" as defined in the Money
Market Account Agreement.

"Patent License" means any agreement, whether written or oral,
providing for the grant by or to a Debtor of any right to manufacture, use or
sell any invention covered by a Patent.

"Patents" means (a) all letters patent of the United States or any
other country and all reissues and extensions thereof, and (b) all applications
for letters patent of the United States or any other country and all divisions,
continuations and continuations-in-part thereof.

"Secured Obligations" is defined in Section 2.2.

"Trademark License" means any agreement, written or oral, providing for
the grant by or to a Debtor of any right to use any Trademark.

"Trademarks" means (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers, and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any state thereof or any other
country or any political subdivision thereof, or otherwise and (b) all renewals
thereof.

"UCC" means the Uniform Commercial Code.

"Works" means any work that is subject to copyright protection pursuant
to Title 17 of the United States Code.

SECTION 2. Security Interest.

2.1 Grant of Security Interest. Subject to the terms of this
Agreement and to secure the Secured Obligations, each the Debtors hereby
pledges, assigns grants, conveys and transfers to the Administrative Agent, for
the benefit of the holders of the Secured Obligations, a security interest in,
and a right to set off against, any and all of its right, title and interest in,
to and under the following, whether now owned, acquired or arising hereafter:

(a) all Equipment, Goods and Inventory, and (whether or not
included in such definitions) all tangible personal property,
now owned or hereafter acquired by such Debtor, including,
without limitation, (i) all research, storage or office
equipment, computer hardware and software, machinery,
chattels, tools, parts, machine tools, furniture, furnishings,
fixtures and supplies, of every nature, wherever located, and
(ii) all conditions, accessories and improvements to any
equipment and all substitutions therefor and all accessories,
parts and equipment which may be attached to or which are
necessary for the operation and use of any equipment, personal
property or fixtures, together with all accessions thereto;

(b) all Accounts, cash and currency, all Chattel Paper, those
Commercial Tort Claims identified on Schedule 2.1(b) attached
hereto, all Documents, all Instruments, all Investment
Property, all Letter of Credit Rights, all Supporting
Obligations and the Money Market Account;

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(c) all rights of such Debtor under or arising out of present or
future leases or contracts relating to any equipment;

(d) all General Intangibles (including Deposit Accounts) and all
rights of such Debtor in, to and under all Patents, Patent
Licenses, Trademarks, Trademark Licenses, trade names,
Copyrights, Copyright Licenses, Software, techniques,
processes, formulas, know-how or other intellectual property,
and licenses thereof;

(e) all rights of such Debtor in, to and under all permits,
authorizations, approvals, registrations, licenses, approvals,
certificates of convenience or necessity, franchises,
immunities, easements, consents, grants, ordinances or other
rights granted by any governmental authority;

(f) all rights of such Debtor in and to all books, records,
writings, databases (electronic or otherwise), information and
other property relating to, used or useful in connection with,
or evidencing, embodying, incorporating or referring to, any
of the foregoing;

(g) all rights of such Debtor in, to or under (i) all sales
orders, sales contracts, purchase orders, purchase contracts,
operating agreements, management agreements, service
agreements, development agreements, consulting agreements and
leases, and (ii) all other contract rights, General
Intangibles and, to the extent they can lawfully be conveyed
or assigned, under express or implied warranties from
providers of goods or services;

(h) all rights of such Debtor in, to and under all products,
Accessions, rents, issues, profits, returns, income and
Proceeds of any and all Collateral and to the extent not
otherwise included, all rights of such Debtor in, to and under
all payments under insurance or any indemnity, warranty or
guaranty payable by reason of any loss or damage to any
Collateral or otherwise with respect to any of the Collateral;
and

(i) all rights of such Debtor in, to and under all moneys and
securities deposited with the Administrative Agent pursuant to
any term of this Agreement or any other Loan Document to be
held by the Administrative Agent hereunder or thereunder
(collectively "Cash Collateral").

All of the foregoing property, whether now owned or hereafter acquired, other
than the Excluded Items, is hereinafter collectively referred to as the
"Collateral"; Collateral described in clauses (h) and (i) may be referred to
herein as "Collateral Proceeds"). To have and to hold all and singular the
Collateral by the Administrative Agent for the benefit of the holders of the
Secured Obligations, in trust for the benefit and security of the Administrative
Agent for the benefit of the holders of the Secured Obligations and for the uses
and purposes, and subject to the terms and provisions, set forth in this
Agreement and in the Credit Agreement. Any term of this Agreement to the
contrary notwithstanding, the Collateral does not include any of the Excluded
Items. The term "Excluded Items" means and includes all properties or assets
described above, whether now owned or hereafter arising or acquired by such
Debtor, which by their terms or by reason of applicable law would become void or
voidable if a security interest therein were granted hereunder by such Debtor or
which cannot be granted, conveyed, mortgaged, transferred or assigned by this
Agreement or in which a security interest cannot effectively be granted
hereunder.

2.2 Secured Obligations. The Collateral shall secure the following
obligations, indebtedness and liabilities, without duplication (all such
obligations, indebtedness and liabilities being hereinafter sometimes called the
"Secured Obligations"):

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(a) all of the obligations of the Loan Parties to the Lenders
(including the L/C Issuer, the Credit-Linked L/C Issuer and
the Swing Line Lender) and the Administrative Agent under the
Credit Agreement and the other Loan Documents (including, but
not limited to, any interest accruing after the commencement
by or against any Loan Party of a proceeding under any Debtor
Relief Laws, regardless of whether such interest is an allowed
claim under such proceeding), whether now existing or
hereafter arising, due or to become due, direct or indirect,
absolute or contingent, howsoever evidenced, created, held or
acquired, whether primary, secondary, direct, contingent, or
joint and several, as such obligations may be amended,
modified, increased, extended, renewed or replaced from time
to time;

(b) all of the obligations owing by the Loan Parties under any
Swap Contract with any Lender or any Affiliate of a Lender,
whether now existing or hereafter arising;

(c) all indemnity obligations of the Loan Parties under the Credit
Agreement; and

(d) all costs and expenses incurred in connection with enforcement
and collection of the foregoing obligations, including
reasonable attorneys' fees.

SECTION 3. Representations and Warranties. Each Debtor represents and warrants
to the Administrative Agent for the benefit of the holders of the Secured
Obligations, that so long as any of the Secured Obligations remain outstanding
and until all of the commitments relating thereto have been terminated:

3.1 Title. Each of the Debtors owns or, with respect to Collateral
acquired after the date hereof, the Debtors will own, legally and beneficially,
the Collateral free and clear of any Lien, security interest, pledge, claim, or
other encumbrance or any right or option on the part of any third person to
purchase or otherwise acquire the Collateral or any part thereof; except for the
security interest granted hereunder and Permitted Liens. Each of the Debtors has
the unrestricted right to pledge the Collateral as contemplated hereby. No
effective financing statement, mortgage, or other instrument similar in effect
covering all or any part of the Collateral is on file in any recording office,
except for (i) protective filings under true leases, (ii) filings filed in favor
of the Administrative Agent for the benefit of the holders of the Secured
Obligations relating to this Agreement, and (iii) filings, if any, with respect
to Permitted Liens.

3.2 Organization and Authority. Neither the execution, delivery or
performance by the Debtors of this Agreement nor compliance by them with the
terms and provisions hereof, nor the consummation of the transactions
contemplated herein, will (i) contravene any applicable provision of any law,
statute, rule or regulation, or any order, writ, injunction or decree of any
court or governmental instrumentality; or (ii) conflict with or result in any
breach of any term, covenant condition or other provision of, or constitute a
default under, or (other than pursuant to the Collateral Documents) result in
the creation or imposition of (or the obligation to create or impose) any Lien
upon any of the property or assets of any Debtor under the terms of any
contractual obligation to which any Debtor is a party or by which it or any of
its properties or assets are bound or to which it may be subject.

3.3 Location of any Debtors. As of the date hereof, (i) the
principal place of business and chief executive office of each of the Debtors,
and the place where each of the Debtors keeps its books and records, is located
at the address set forth opposite the name of such Debtor on Schedule 6.20(c) to
the Credit Agreement and (ii) other than as set forth in Schedule 3.3 attached
hereto and made a part hereof, no Debtor has been a party to a merger,
consolidation or other change in structure or used any tradename in the prior
five years.

3.4 Perfected Security Interest. This Agreement has been duly
authorized, executed and delivered by each of the Debtors. This Agreement
creates in favor of the Administrative Agent, for the benefit of the holders of
Secured Obligations, a security interest in the Collateral which will be
perfected

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upon the filing of financing statements under the UCC, subject only to Permitted
Liens, to the extent such security interests can be perfected by such filings
pursuant to the UCC.

3.5 No Consents. No consent of, or notice to, any other Person and
no authorization, approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the grant by any
of the Debtors of the Liens granted hereby (excluding any notices required in
connection with Liens against any accounts or accounts receivable from any
governmental entity) or for the execution, delivery or performance of this
Agreement by any of the Debtors, other than the filing of financing statements
as provided in Section 3.4 above and except for such other consents, notices or
filings that have been obtained or made or that as of the date hereof are not
required to have been obtained or made and may be obtained or made, as the case
may be, when necessary.

SECTION 4. Covenants. Each Debtor covenants and agrees that so long as any of
the Secured Obligations remain outstanding and until all of the commitments
relating thereto have been terminated such Debtor shall:

4.1 Encumbrances. Except as permitted by the Credit Agreement,
none of the Debtors shall create, permit, or suffer to exist, and each of the
Debtors shall defend the Collateral against, any Lien on the Collateral except
the pledge and security interest of the Administrative Agent hereunder except
for Permitted Liens, and shall defend the Debtors' rights in the Collateral and
the Administrative Agent's security interest in the Collateral against the
claims of all persons and entities (other than any person or entity claiming by,
through or under the Administrative Agent or any obligee of the Secured
Obligations).

4.2 Sale of Collateral. None of the Debtors shall sell, assign, or
otherwise dispose of the Collateral or any part thereof except as permitted by
the Credit Agreement.

4.3 Perfection of Security Interest. Each Debtor shall execute and
deliver to the Administrative Agent such agreements, assignments or instruments
(including affidavits, notices, reaffirmations and amendments and restatements
of existing documents, as the Administrative Agent may reasonably request) and
do all such other things as the Administrative Agent may reasonably deem
necessary (i) to assure to the Administrative Agent the effectiveness and
priority of its security interests hereunder, including (A) such instruments as
the Administrative Agent may from time to time reasonably request in order to
perfect and maintain the security interests granted hereunder in accordance with
the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest
in Copyrights for filing with the United States Copyright Office in the form of
Schedule 4.3 attached hereto, (C) with regard to Patents, a Notice of Grant of
Security Interest in Patents for filing with the United States Patent and
Trademark Office in the form of Schedule 4.3 attached hereto and (D) with regard
to Trademarks registered with the United States Patent and Trademark Office and
all applications for Trademarks filed with the United States Patent and
Trademark Office, a Notice of Grant of Security Interest in Trademarks for
filing with the United States Patent and Trademark Office in the form of
Schedule 4.3 attached hereto, (ii) to consummate the transactions contemplated
hereby and (iii) to otherwise protect and assure the Administrative Agent of its
rights and interests hereunder. To that end, each Debtor authorizes the
Administrative Agent to file one or more financing statements (with collateral
descriptions broader, including without limitation "all assets" and/or "all
personal property" collateral descriptions, and/or less specific than the
description of the Collateral contained herein) disclosing the Administrative
Agent's security interest in any or all of the Collateral of such Debtor without
such Debtor's signature thereon, and further each Debtor also hereby irrevocably
makes, constitutes and appoints the Administrative Agent, its nominee or any
other Person whom the Administrative Agent may designate, as such Debtor's
attorney-in-fact with full power and for the limited purpose to sign in the name
of such Debtor any such financing statements (including renewal statements),
amendments and supplements, notices or any similar documents that in the
Administrative Agent's reasonable discretion would be necessary or appropriate
in order to perfect and maintain perfection of the security interests granted
hereunder, such power, being coupled with an interest, being and remaining
irrevocable so long as the Secured Obligations remain unpaid and until the
commitments relating thereto shall have been terminated. Each Debtor hereby
agrees that a

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carbon, photographic or other reproduction of this Agreement or any such
financing statement is sufficient for filing as a financing statement by the
Administrative Agent without notice thereof to such Debtor wherever the
Administrative Agent may in its sole discretion desire to file the same. In the
event for any reason the law of any jurisdiction other than New York becomes or
is applicable to the Collateral of any Debtor or any part thereof, or to any of
the Secured Obligations, such Debtor agrees to execute and deliver all such
instruments and to do all such other things as the Administrative Agent
reasonably deems necessary to preserve, protect and enforce the security
interests of the Administrative Agent granted hereunder under the law of such
other jurisdiction (and, if a Debtor shall fail to do so promptly upon the
request of the Administrative Agent, then the Administrative Agent may execute
any and all such requested documents on behalf of such Debtor pursuant to the
power of attorney granted hereinabove). If any Collateral is in the possession
or control of a Debtor's agents and the Administrative Agent so requests, such
Debtor agrees to notify such agents in writing of the Administrative Agent's
security interest therein and, upon the Administrative Agent's request, instruct
them to hold all such Collateral for the account of the holders of the Secured
Obligations and subject to the Administrative Agent's instructions.

4.4 Instruments/Tangible Chattel Paper/Documents. If any amount
payable under and constituting Collateral shall be or become evidenced by any
Instrument or Tangible Chattel Paper, or if any property constituting Collateral
shall be stored or shipped subject to a Document, (i) ensure that such
Instrument, Tangible Chattel Paper or Document is either in the possession of
such Debtor at all times or, if requested by the Administrative Agent, is
immediately delivered to the Administrative Agent, duly endorsed in a manner
satisfactory to the Administrative Agent and (ii) ensure that any Collateral
consisting of Tangible Chattel Paper is marked with a legend acceptable to the
Administrative Agent indicating the Administrative Agent's security interest in
such Tangible Chattel Paper.

4.5 Control. Execute and deliver all agreements, assignments,
instruments or other documents as the Administrative Agent shall reasonably
request for the purpose of obtaining and maintaining control within the meaning
of the UCC with respect to any Collateral consisting of Deposit Accounts,
Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.

4.6 Notification. Each of the Debtors shall promptly after it has
knowledge thereof, notify the Administrative Agent of (i) any Lien upon or claim
made or threatened against the Collateral other than Permitted Liens, (ii) any
change in its principal place of business, its chief executive office or the
place where its books and records are maintained, (iii) any change in its name,
state of incorporation or organization, its type of entity or its taxpayer
identification number and (iv) a merger, consolidation or similar change in
structure.

4.7 Commercial Tort Claims.

(a) Promptly notify the Administrative Agent in writing
of the initiation of any Commercial Tort Claim before any
Governmental Authority by or in favor of such Debtor or any of
its Subsidiaries seeking damages in excess of $500,000.

(b) Execute and deliver such statements, documents and
notices and do and cause to be done all such things as the
Administrative Agent may reasonably deem necessary,
appropriate or convenient, or as are required by law, to
create, perfect and maintain the Administrative Agent's
security interest in any Commercial Tort Claim.

4.8 Books and Records. Each of the Debtors shall mark its books
and records to reflect the security interest of the Administrative Agent for the
benefit of the holders of the Secured Obligations under this Agreement.

4.9 Receipt after Default. If any Collateral is received by any of
the Debtors during the continuance of an Event of Default, such Debtor shall pay
over to the Administrative Agent all such

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Collateral on the day received, including the cash and checks endorsed by such
Debtor evidencing the Collateral. None of the Debtors shall commingle the
Collateral with any other finds, proceeds or monies of any of the Debtors, and
shall keep such proceeds separate and apart from any other funds, proceeds or
monies of any of the Debtors and shall hold the Collateral in trust for the
Administrative Agent until same shall be paid over to the Administrative Agent
as agreed to herein.

4.10 Insurance. Each of the Debtors shall, at their own expense
(jointly and severally), maintain insurance with respect to the Collateral as
required by the Credit Agreement. All insurance proceeds with respect to any of
the Collateral shall be subject to the security interest of the Administrative
Agent hereunder.

SECTION 5. Rights of The Administrative Agent and Debtors.

5.1 Power of Attorney. Each of the Debtors hereby irrevocably and
with the power of substitution constitutes and appoints the Administrative Agent
on behalf of the holders of the Secured Obligations and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead and in the name of such Debtor or in its own name, from time to time in
the Administrative Agent's discretion during the continuance of an Event of
Default and prior to the Collateral Termination Date, to take any and all action
and to execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Agreement and, without limiting the
generality of the foregoing, hereby gives the Administrative Agent the power and
right on behalf of such Debtor and in its own name to do any of the following
after the occurrence and during the continuance of an Event of Default and to
the extent permitted by applicable laws, without notice to or the consent of the
Debtor:

(a) to demand, sue for, collect, or receive in the name of such
Debtor or in its own name, any money or property at any time
payable or receivable on account of or in exchange for any of
the Collateral and, in connection therewith, endorse checks,
notes, drafts, acceptances, money orders, or any other
instruments for the payment of money under the Collateral;

(b) to pay or discharge taxes, liens, security interests, or other
encumbrances (other than Permitted Liens) levied or placed on
or threatened against the Collateral;

(c) (i) to direct any parties liable for any payment under any of
the Collateral to make payment of any and all monies due and
to become due thereunder directly to the Administrative Agent
or as the Administrative Agent shall direct; (ii) to receive
payment of and receipt for any and all monies, claims, and
other amounts due and to become due at any time in respect of
or arising out of any Collateral; (iii) to sign and endorse
any drafts, assignments, proxies, stock powers, verifications,
notices, and other documents relating to the Collateral; (iv)
to commence and prosecute any suit; actions or proceedings at
law or in equity in any court of competent jurisdiction to
collect the Collateral or any part thereof and to enforce any
other right in respect of any Collateral; (v) to defend any
suit, action, or proceeding brought against the Debtor with
respect to any Collateral; (vi) to settle, compromise, or
adjust any suit, action, or proceeding described in clause (v)
above and, in connection therewith, to give such discharges or
releases as the Administrative Agent may deem appropriate;
(vii) to exchange any of the Collateral for other property
upon any merger, consolidation, reorganization,
recapitalization, or other readjustment of the issuer thereof
and, in connection therewith, deposit any of the Collateral
with any committee, depositary, transfer agent, registrar, or
other designated agency upon such terms as the Administrative
Agent may determine; (viii) to add or release any guarantor,
endorser, surety, or other party to any of the Collateral or
the Secured Obligations; (ix) to sell, transfer, pledge, make
any agreement with respect to or otherwise deal with any of
the Collateral as fully and completely as

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though the Administrative Agent were the absolute owner
thereof for all purposes, and to do, at the Administrative
Agent's option and the Debtors' expense (jointly and
severally), at any time, or from time to time, all acts and
things which the Administrative Agent deems necessary to
protect, preserve, or realize upon the Collateral and the
Administrative Agent's security interest; (x) to execute and
deliver all assignments, conveyances, statements, financing
statements, renewal financing statements, security and pledge
agreements, affidavits, notices and other agreements,
instruments and documents that the Administrative Agent may
reasonably deem appropriate in order to perfect and maintain
the security interests and liens granted in this Agreement and
in order to fully consummate all of the transactions
contemplated herein; and (xi) to vote for a shareholder
resolution, or to sign an instrument in writing, sanctioning
the transfer of any or all of the Collateral into the name of
the Administrative Agent or one or more of the holders of the
Secured Obligations or into the name of any transferee to whom
the Collateral or any part thereof may be sold pursuant to
Section 6.2 hereof.

This power of attorney is a power coupled with an interest and shall be
irrevocable. The Administrative Agent shall be under no duty to exercise or
withhold the exercise of any of the rights, powers, privileges, and options
expressly or implicitly granted to the Administrative Agent in this Agreement,
and shall not be liable for any failure to do so or any delay in doing so. The
Administrative Agent shall not be liable for any act or omission or for any
error of judgment or any mistake of fact or law in its individual capacity or in
its capacity as attorney-in-fact except acts or omissions constituting or
resulting from its willful misconduct or gross negligence. This power of
attorney is conferred on the Administrative Agent solely to protect, preserve,
and realize upon its security interest in the Collateral.

5.2 Performance by The Administrative Agent of the Debtors'
Secured Obligations. On failure of any Debtor to perform any of the covenants
and agreements contained herein, the Administrative Agent may, at its sole
option and in its sole discretion, upon notice to the Debtors, perform the same
and in so doing may expend such sums as the Administrative Agent may reasonably
deem advisable in the performance thereof, including, without limitation, the
payment of any insurance premiums, the payment of any taxes, a payment to obtain
a release of a Lien or potential Lien, expenditures made in defending against
any adverse claim and all other expenditures that the Administrative Agent may
reasonably make for the protection of the security hereof or that it may be
compelled to make by operation of law. All such sums and amounts so expended
shall be repayable by the Debtors on a joint and several basis (subject to
Section 7.16 hereof) promptly upon timely notice thereof and demand therefor,
shall constitute additional Secured Obligations and shall bear interest from the
date said amounts are expended at the Default Rate. No such performance of any
covenant or agreement by the Administrative Agent on behalf of any Debtor, and
no such advance or expenditure therefor, shall relieve the Debtors of any
default under the terms of this Security Agreement, the other Loan Documents or
any other documents relating to the Secured Obligations. The Administrative
Agent may make any payment hereby authorized in accordance with any bill,
statement or estimate procured from the appropriate public office or holder of
the claim to be discharged without inquiry into the accuracy of such bill,
statement or estimate or into the validity of any tax assessment, sale,
forfeiture, tax lien, title or claim except to the extent such payment is being
contested in good faith by a Debtor in appropriate proceedings and against which
adequate reserves are being maintained in accordance with GAAP.

5.3 The Administrative Agent's Duty of Care. Other than the
exercise of reasonable care in the physical custody of the Collateral while held
by the Administrative Agent hereunder, the Administrative Agent shall have no
responsibility for or obligation or duty with respect to all or any part of the
Collateral or any matter or proceeding arising out of or relating thereto,
including, without limitation, any obligation or duty to collect any sums due in
respect thereof or to protect or preserve any rights against prior parties or
any other rights pertaining thereto, it being understood and agreed that the
Debtors shall be responsible for preservation of all rights in the Collateral.
Without limiting the

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generality of the foregoing, the Administrative Agent shall be conclusively
deemed to have exercised reasonable care in the custody of the Collateral if the
Administrative Agent takes such action, for purposes of preserving rights in the
Collateral, as any of the Debtors may reasonably request in writing, but no
failure or omission or delay by the Administrative Agent in complying with any
such request by such Debtor, and no refusal by the Administrative Agent to
comply with any such request by such Debtor, shall of itself be deemed to be a
failure to exercise reasonable care.

5.4 Rights of Debtors; Debtors Remain Liable.

(a) Any term of this Agreement to the contrary notwithstanding,
until written notice shall be given to any of the Debtors that the
Administrative Agent is exercising its rights under this Section 5, such Debtor
shall have the right, subject to the prohibitions contained in the Credit
Agreement to possess, retain, enjoy and use the Collateral, to give consents,
waivers or notifications with respect to the Collateral, to exercise its rights,
powers and privileges under the Collateral, to agree to any modification of any
of the terms of the Collateral, to dispose of any of the Collateral (it being
agreed that the Lien of this Agreement shall attach to the proceeds thereof),
and otherwise to act with respect to the Collateral in the ordinary course of
business, in each case other than with respect to any Cash Collateral held by
the Administrative Agent.

(b) Anything herein to the contrary notwithstanding, (i) each of
the Debtors shall remain liable under the contracts and agreements included in
the Collateral to the extent set forth therein (and subject to any defenses
thereto), to perform all of its duties and obligations thereunder to the same
extent as if this Agreement had not been executed, (ii) the exercise by the
Administrative Agent of any of the rights hereunder shall not release any of the
Debtors from any of its duties or obligations under the contracts and agreements
included in the Collateral, and (iii) the Administrative Agent shall not have
any obligation or liability under the contracts and agreements included in the
Collateral solely by reason of this Agreement, nor shall the Administrative
Agent be obligated to perform any of the obligations or duties of the Debtors
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder, in each case, solely by reason of this Agreement.

SECTION 6. Events of Default and Remedies.

6.1 Events of Default. The Debtors shall be in default under this
Agreement upon the occurrence of and during the continuation of any of the
events or conditions defined as Events of Default in the Credit Agreement (an
"Event of Default").

6.2 Rights and Remedies. Prior to the Collateral Termination Date,
upon the occurrence of an Event of Default and so long as the same shall be
continuing, the Administrative Agent shall have the following rights and
remedies to the extent not prohibited by applicable laws:

(a) In addition to all other rights and remedies granted to the
Administrative Agent in this Agreement and in any other
instrument or agreement securing, evidencing, or relating to
the Secured Obligations, the Administrative Agent shall have
all of the rights and remedies of a secured party under the
UCC of the jurisdiction applicable to the affected Collateral.
Without limiting the generality of the foregoing, the
Administrative Agent may (i) without demand or notice to the
Debtors, collect, receive, or take possession of the
Collateral or any part thereof, (ii) sell or otherwise dispose
of the Collateral, or any part thereof, in one or more parcels
at public or private sale or sales, at the Administrative
Agent's offices or elsewhere, for cash, on credit, or for
future delivery without assumption of any credit risk, and/or
(iii) bid and become a purchaser at any such sale free of any
right or equity of redemption in any of the Debtors, which
right or equity is hereby expressly waived and released by all
of the Debtors. Upon the request of the Administrative Agent,
any of the Debtors shall assemble the Collateral and make it

9

available to the Administrative Agent at any place designated
by the Administrative Agent that is reasonably convenient to
such Debtor and the Administrative Agent. Each of the Debtors
agrees that the Administrative Agent shall not be obligated to
give more than ten (10) days' prior written notice of the time
and place of any public sale or of the time after which any
private sale may take place and that such notice shall
constitute reasonable notice of such matters. Each of the
Debtors shall be liable, jointly and severally, for all
reasonable expenses of retaking, holding, preparing for sale,
or the like, and all reasonable attorneys' fees and other
reasonable expenses incurred by the Administrative Agent in
connection with the collection of the Secured Obligations and
the enforcement of the Administrative Agent's rights under
this Agreement, in each case during the continuance of an
Event of Default, all of which expenses and fees shall
constitute additional Secured Obligations secured by this
Agreement. The Administrative Agent may apply the Collateral
against the Secured Obligations then due and payable in such
order and manner as it shall elect in its sole discretion.
Each of the Debtors shall remain liable for any deficiency
(subject to Section 7.16 hereof) together with interest
thereon at the Default Rate if the proceeds of any sale or
disposition of the Collateral are insufficient to pay the
Secured Obligations. Each of the Debtors waives all rights of
marshaling in respect of the Collateral.

(b) The Administrative Agent may cause any or all of the
Collateral held by it to be transferred into the name of the
Administrative Agent or the name or names of the
Administrative Agent's nominee or nominees (in each case as
pledgee hereunder).

6.3 Access. In addition to the rights and remedies hereunder, upon
the occurrence of an Event of Default and during the continuation thereof, the
Administrative Agent shall have the right to enter and remain upon the various
premises of the Debtors without cost or charge to the Administrative Agent, and
use the same, together with materials, supplies, books and records of the
Debtors for the purpose of collecting and liquidating the Collateral, or for
preparing for sale and conducting the sale of the Collateral, whether by
foreclosure, auction or otherwise. In addition, the Administrative Agent may
remove Collateral, or any part thereof, from such premises and/or any records
with respect thereto, in order to effectively collect or liquidate such
Collateral.

6.4 Nonexclusive Nature of Remedies. Failure by the Administrative
Agent or the holders of the Secured Obligations to exercise any right, remedy or
option under this Agreement, any other Loan Document, any other documents
relating to the Secured Obligations, or as provided by law, or any delay by the
Administrative Agent or the holders of the Secured Obligations in exercising the
same, shall not operate as a waiver of any such right, remedy or option. No
waiver hereunder shall be effective unless it is in writing, signed by the party
against whom such waiver is sought to be enforced and then only to the extent
specifically stated, which in the case of the Administrative Agent or the
holders of the Secured Obligations shall only be granted as provided herein. To
the extent permitted by law, neither the Administrative Agent, the holders of
the Secured Obligations, nor any party acting as attorney for the Administrative
Agent or the holders of the Secured Obligations, shall be liable hereunder for
any acts or omissions or for any error of judgment or mistake of fact or law
other than their gross negligence or willful misconduct hereunder. The rights
and remedies of the Administrative Agent and the holders of the Secured
Obligations under this Agreement shall be cumulative and not exclusive of any
other right or remedy that the Administrative Agent or the holders of the
Secured Obligations may have.

6.5 Retention of Collateral. To the extent permitted under
applicable law, in addition to the rights and remedies hereunder, upon the
occurrence of an Event of Default, the Administrative Agent may, after providing
the notices required by Sections 9-620 and 9-621 of the UCC or otherwise
complying with the requirements of applicable law of the relevant jurisdiction,
accept or retain all or any portion of the Collateral in satisfaction of the
Secured Obligations. Unless and until the Administrative Agent shall have
provided

10

such notices, however, the Administrative Agent shall not be deemed to have
accepted or retained any Collateral in satisfaction of any Secured Obligations
for any reason.

6.6 Application of Proceeds. Upon the occurrence and during the
continuation of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of the Collateral, when received by the
Administrative Agent or any of the holders of the Secured Obligations in cash or
its equivalent, will be applied in reduction of the Secured Obligations in the
order set forth in the Credit Agreement.

SECTION 7. Miscellaneous.

7.1 No Waiver, Cumulative Remedies. No failure on the part of the
Administrative Agent on behalf of the holders of the Secured Obligations to
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power, privilege or remedy under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power,
privilege or remedy under this Agreement preclude any other or further exercise
thereof or the exercise of any other right, power, privilege or remedy. To the
fullest extent permitted by applicable laws, the rights, powers, privilege and
remedies provided for in this Agreement are cumulative and not exclusive of any
rights and remedies provided by law. The Administrative Agent may exercise any
right, power, privilege or remedy under this Agreement or under applicable law
against any Debtor without enforcing any rights, powers, privileges or remedies
against any other Debtor under this Agreement or otherwise, each of the Debtors
expressly waiving any rights or requirements that the Administrative Agent or
any Lender first enforce any right, power, privilege or remedy against the
Borrower, any other Debtor or any other Collateral for the Secured Obligations.

7.2 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of each Debtor and the Administrative Agent and their
respective heirs, successors, and assigns, except that none of the Debtors may
assign any of its rights or obligations under this Agreement without the prior
written consent of the Required Lenders under the Credit Agreement except to the
extent permitted by the Credit Agreement. To the fullest extent permitted by
law, each Debtor hereby releases the Administrative Agent and each holder of the
Secured Obligations, and their respective successors and assigns, from any
liability for any act or omission relating to this Agreement or the Collateral,
except for any liability arising from the gross negligence or willful misconduct
of the Administrative Agent or such holder, or their respective officers,
employees or agents.

7.3 Notices. All notices required or permitted to be given under
this Agreement shall be given as provided in Section 11.02 of the Credit
Agreement.

7.4 Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial; Arbitration.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE PARTIES HERETO
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH DEBTOR AND
THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH DEBTOR AND THE

11

ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH
DEBTOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH LENDER, WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE
BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

7.5 Waiver of Right to Trial by Jury.

EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN
CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

7.6 Headings. The headings, captions, and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

7.7 Survival of Representations and Warranties. All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive the execution and delivery of this
Agreement, and no investigation by the Administrative Agent or any Lender shall
affect the representations and warranties or the right of the Administrative
Agent or any Lender to rely upon them.

7.8 Amendments and Waivers. This Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated
except as set forth in Section 11.01 of the Credit Agreement.

7.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

7.10 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

7.11 Construction. The Debtors and the Administrative Agent
acknowledge that each of them has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review this Agreement with its
legal counsel and that this Agreement shall be construed as if jointly drafted
by the Debtors and the Administrative Agent.

12

7.12 Secured Obligations Absolute. The obligations of the Debtors
under this Agreement shall be absolute and unconditional and shall not be
released, discharged, reduced, or in any way impaired by any circumstance
whatsoever, including, without limitation, any amendment, modification,
extension, or renewal of this Agreement, the Secured Obligations, or any
document or instrument evidencing, securing, or otherwise relating to the
Secured Obligations, or any release, subordination, or impairment of collateral,
or any waiver, consent, extension, indulgence, compromise, settlement, or other
action or inaction in respect of this Agreement, the Secured Obligations, or any
document or instrument evidencing, securing, or otherwise relating to the
Secured Obligations, or any exercise or failure to exercise any right remedy,
power, or privilege in respect of the Secured Obligations.

7.13 Termination. On the Collateral Termination Date, the Liens
created hereby shall terminate, and the Administrative Agent, at the request and
expense of each Debtor, forthwith will execute and deliver to such Debtor a
proper instrument or instruments acknowledging the satisfaction and termination
of the Liens created hereby and will duly assign, transfer and deliver to such
Debtor (without recourse and without any representation or warranty), such of
the Collateral as may be in the possession of the Lender and as has not
theretofore been sold or otherwise applied pursuant to this Agreement or the
Credit Agreement. Upon such release and redelivery, this Agreement shall
terminate.

7.14 ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.

7.15 Other Security. To the extent that any of the Secured
Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real and other personal property owned by a
Debtor), or by a guarantee, endorsement or property of any other Person in favor
of the Administrative Agent on behalf of the holders of the Secured Obligations,
then the Administrative Agent shall have the right to proceed against such other
property, guarantee or endorsement upon the occurrence and during the
continuance of any Event of Default, and the Administrative Agent shall have the
right, in its sole discretion, to determine which rights, security, liens,
security interests or remedies the Administrative Agent shall at any time
pursue, relinquish, subordinate, modify or take with respect thereto, without in
any way modifying or affecting any of them or the Secured Obligations or any of
the rights of the Administrative Agent or the holders of the Secured Obligations
under this Agreement, under any of the other Loan Documents or under any other
document relating to the Secured Obligations.

7.16 Joint and Several Obligations of Debtors.

(a) Each of the Debtors is accepting joint and several liability
hereunder in consideration of the financial accommodation to be provided by the
holders of the Secured Obligations, for the mutual benefit, directly and
indirectly, of each of the Debtors and in consideration of the undertakings of
each of the Debtors to accept joint and several liability for the obligations of
each of them.

(b) Each of the Debtors jointly and severally hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Debtors with respect to the payment
and performance of all of the Secured Obligations arising under this Agreement,
the other Loan Documents and any other documents relating to the Secured
Obligations, it being the intention of the parties hereto that all the Secured
Obligations shall be the joint and several obligations of each of the Debtors
without preferences or distinction among them.

(c) Notwithstanding any provision to the contrary contained
herein, in any other of the Loan Documents or in any other documents relating to
the Secured Obligations, the obligations of each Guarantor under the Credit
Agreement, the other Loan Documents and the documents relating to the Secured

13

Obligations shall be limited to an aggregate amount equal to the largest amount
that would not render such obligations subject to avoidance under Section 548 of
the United States Bankruptcy Code or any comparable provisions of any applicable
state law.

[Signatures on immediately following pages]

14

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first written above.

DEBTORS: QUANTA SERVICES, INC.,
a Delaware corporation

By: /s/ Dana A. Gordon
----------------------------------
Name: Dana A. Gordon
Title: Vice President

ARBY CONSTRUCTION, INC.
AUSTIN TRENCHER, INC.
CCLC, INC.
CONTI COMMUNICATIONS, INC.
CROCE ELECTRIC COMPANY, INC.
DILLARD SMITH CONSTRUCTION COMPANY
DRIFTWOOD ELECTRICAL CONTRACTORS, INC.
GLOBAL ENERCOM MANAGEMENT, INC.
GOLDEN STATE UTILITY CO.
H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.
HAINES CONSTRUCTION COMPANY
MANUEL BROS., INC.
MEARS GROUP, INC.
NETWORK ELECTRIC COMPANY
NORTH PACIFIC CONSTRUCTION CO., INC.
NORTH SKY COMMUNICATIONS, INC.
PARKSIDE SITE & UTILITY COMPANY CORPORATION
PARKSIDE UTILITY CONSTRUCTION CORP.
PWR FINANCIAL COMPANY
QPC, INC.
QSI, INC.
QUANTA HOLDINGS, INC.
QUANTA GOVERNMENT SERVICES, INC.
QUANTA LI ACQUISITION, INC.
QUANTA LIV ACQUISITION, INC.
QUANTA LVII ACQUISITION, INC.
QUANTA LVIII ACQUISITION, INC.
QUANTA LIX ACQUISITION, INC.
QUANTA LX ACQUISITION, INC.
QUANTA LXI ACQUISITION, INC.
QUANTA LXII ACQUISITION, INC.
QUANTA LXIII ACQUISITION, INC.
QUANTA LXIV ACQUISITION, INC.
QUANTA LXV ACQUISITION, INC.,
each a Delaware corporation

By: /s/ Dana A. Gordon
-------------------------------------
Name: Dana A. Gordon
Title: Vice President

15

QUANTA LXVI ACQUISITION, INC.
QUANTA LXVII ACQUISITION, INC.
QUANTA LXVIII ACQUISITION, INC.
QUANTA LXIX ACQUISITION, INC.
QUANTA LXX ACQUISITION, INC.
QUANTA LXXI ACQUISITION, INC.
QUANTA LXXII ACQUISITION, INC.
QUANTA LXXIII ACQUISITION, INC.
QUANTA UTILITY INSTALLATION CO., INC.
R.A. WAFFENSMITH & CO., INC.
SOUTHEAST PIPELINE CONSTRUCTION, INC.
SOUTHWESTERN COMMUNICATIONS, INC.
SPALJ CONSTRUCTION COMPANY
SUMTER UTILITIES, INC.
TOM ALLEN CONSTRUCTION COMPANY
TTGP, INC.
TTLP, INC.
TXLP, INC.
UNDERGROUND CONSTRUCTION CO., INC.
VCI TELCOM, INC.
W.C. COMMUNICATIONS, INC.,
each a Delaware corporation

By: /s/ Dana A. Gordon
--------------------------------
Name: Dana A. Gordon
Title: Vice President

ADVANCED TECHNOLOGIES AND INSTALLATION
CORPORATION,
ALLTECK LINE CONTRACTORS (USA), INC.
MUSTANG LINE CONTRACTORS, INC.
POTELCO, INC.,
each a Washington corporation

By: /s/ Dana A. Gordon
--------------------------------
Name: Dana A. Gordon
Title: Vice President

BRADFORD BROTHERS, INC.
TTM, INC.,
each a North Carolina corporation

By: /s/ Dana A. Gordon
-------------------------------
Name: Dana A. Gordon
Title: Vice President

16

COMMUNICATION MANPOWER, INC.
P.D.G. ELECTRIC COMPANY
TRAWICK CONSTRUCTION COMPANY, INC.,
each a Florida corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

CROWN FIBER COMMUNICATIONS, INC.,
a Virginia corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
LIMITED
W.H.O.M. CORPORATION
each a California corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

FIVE POINTS CONSTRUCTION CO.
MEJIA PERSONNEL SERVICES, INC.
TRANS TECH ACQUISITION, INC.
SOUTHWEST TRENCHING COMPANY, INC.
each a Texas corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

INTERMOUNTAIN ELECTRIC, INC.,
a Colorado corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

17

IRBY CONSTRUCTION COMPANY,
a Mississippi corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

OLD LESCO CORPORATION, INC.
a South Carolina corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

METRO UNDERGROUND SERVICES, INC.
PROFESSIONAL TELECONCEPTS, INC. (IL)
each an Illinois corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

PAR ELECTRICAL CONTRACTORS, INC.,
a Missouri corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

PROFESSIONAL TELECONCEPTS, INC. (NY),
A New York corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

THE RYAN COMPANY, INC.,
a Massachusetts corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

UTILCO, INC.,
a Georgia corporation

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

18

QDE, LLC
QUANTA DELAWARE, INC.
QUANTA ASSET MANAGEMENT LLC
each a Delaware limited liability company

By: /s/ Linda Bubacz
-----------------------------------
Name: Linda Bubacz
Title: President

TOTAL QUALITY MANAGEMENT LLC, a Delaware
limited liability company
COAST TO COAST, LLC,
a California limited liability company

By: Environmental Professional Associates,
Limited, Its Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

NORTHERN LINE LAYERS, LLC,
a Delaware limited liability company

By: PAR Electrical Contractors, Inc.,
Its Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

DOT 05, LLC
TJADER, L.L.C.
OKAY CONSTRUCTION COMPANY, LLC
each a Delaware limited liability company

By: Spalj Construction Company,
Its Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

19

LAKE NORMAN PIPELINE, LLC,
a North Carolina limited liability company

By: Bradford Brothers, Inc.,
Its Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

MEARS/CPG, LLC
MEARS ENGINEERING, LLC
MEARS/HDD, LLC
MEARS SERVICES, LLC
each a Michigan limited liability company

By: Mears Group, Inc., The Sole Member of
each of the foregoing limited liability
companies

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

S.K.S. PIPELINERS, LLC,
a Delaware limited liability company

By: Arby Construction, Inc., Its Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

TNS-VA, LLC,
a Delaware limited liability company

By: Professional Teleconcepts, Inc. (NY)
Its Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

20

LINECO LEASING, LLC,
a Washington limited liability company

By: Mustang Line Contractors, Inc.,
Its Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

AIRLAN TELECOM SERVICES, L.P.
NORTH HOUSTON POLE LINE, L.P.
LINDSEY ELECTRIC, L.P.
DIGCO UTILITY CONSTRUCTION, L.P.
each a Texas limited partnerships

By: Mejia Personnel Services, Inc.,
Its General Partner

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
QUANTA ASSOCIATES, L.P.
each a Texas limited partnerships

By: QSI, Inc., Its General Partnership

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

TRANS TECH ELECTRIC, L.P.,
a Texas limited partnership

By: TTGP, Inc., Its General Partner

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

21

PWR NETWORK, LLC,
a Delaware limited liability company

By: PWR Financial Company, Its Sole Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

QUANTA RECEIVABLES, L.P.
a Delaware limited partnership

By: PWR Financial Company, Its General Partner

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

Q RESOURCES, LLC
a Delaware limited liability company

By: Quanta Holdings, Inc., Its Member

By: /s/ Dana A. Gordon
----------------------------------------
Name: Dana A. Gordon
Title: Vice President

22

Accepted and agreed to as of the date first above written.

Bank of America, N.A., as Administrative Agent

By: /s/ Suzanne M. Paul
---------------------------------------
Name: Suzanne M. Paul
Title: Vice President


SCHEDULE 2.1(b)

Commercial Tort Claims

None.


SCHEDULE 3.3

SCHEDULE 3.3