Employment Agreement

Employment Agreement

by Quanta Services, Inc.
March 21st, 2002
                                                                    EXHIBIT 10.4
                                                                    ------------

                              EMPLOYMENT AGREEMENT

        This Employment Agreement (the "Agreement"), by and between Quanta
Services, Inc., a Delaware corporation, and its affiliates (collectively,
"Employer"), and Peter T. Dameris ("Employee"), is hereby entered into this 13th
day of March 2002 ("Execution Date").

                                 R E C I T A L S

     A. As of the Execution Date,  Employer is engaged primarily in the business
of specialized construction contracting and/or maintenance services to: electric
utilities;  telecommunication,  cable  television  and  natural  gas  operators;
governmental   entities;   the  transportation   industry;  and  commercial  and
industrial customers.

     B.  Employee  is  employed  hereunder  by  Employer  in a position  that is
critical to the Employer's continued operation.

     C.  The  Special  Committee  of the  Employer's  Board  of  Directors  (the
"Board"),  has  determined  that it is in the best interests of the Employer and
its stockholders to assure that the Employer will have the continued  dedication
of the  Employee,  notwithstanding  the  possibility,  threat or occurrence of a
Change of Control (as defined  below) of the Employer.  The Board believes it is
imperative to diminish the  inevitable  distraction of the Employee by virtue of
the personal  uncertainties  and risks created by a pending or threatened Change
of Control and to encourage the Employee's  full attention and dedication to the
Employer  currently  and in the event of any  threatened  or  pending  Change of
Control, and to provide the Employee with compensation and benefits arrangements
upon a Change  of  Control  that  ensure  that  the  compensation  and  benefits
expectations  of the Employee  will be satisfied and that are  competitive  with
those of other corporations. Therefore, in order to accomplish these objectives,
the Board has caused the Employer to enter into this Agreement.

                               A G R E E M E N T S

         In  consideration  of  the  mutual  promises,   terms,   covenants  and
conditions  set forth herein and the  performance  of each,  the parties  hereto
hereby agree as follows:

     1. Certain Definitions.

                  (a) The "Effective  Date" shall mean the first date during the
         Change of Control Period (as defined in Section 1(b)) on which a Change
         of Control (as defined in Section 2) occurs. Anything in this Agreement
         to the contrary  notwithstanding,  if a Change of Control occurs and if
         the Employee's  employment with the Employer is terminated prior to the
         date on  which  the  Change  of  Control  occurs,  and if the  Employee
         reasonably  demonstrates that such termination of employment (i) was at
         the request of a third party who has taken steps reasonably  calculated
         to effect a Change of Control  or (ii)  otherwise  arose in  connection
         with or anticipation  of a Change of Control,  then for all purposes of
         this  Agreement the  "Effective  Date" shall mean the date  immediately
         prior to the date of such termination of employment.


                  (b) The  "Change  of  Control  Period"  shall  mean the period
         commencing  on the  Execution  Date  hereof  and  ending  on the  third
         anniversary of the Execution Date; provided,  however,  that commencing
         on the  date  one  year  after  the  date  hereof,  and on each  annual
         anniversary of such date (such date and each annual anniversary thereof
         shall  be  hereinafter  referred  to as  the  "Renewal  Date"),  unless
         previously   terminated,   the  Change  of  Control   Period  shall  be
         automatically extended so as to terminate three years from such Renewal
         Date,  unless at least 60 days prior to the Renewal  Date the  Employer
         shall give  notice to the  Employee  that the Change of Control  Period
         shall not be so extended.

                 (c) The "Code" shall mean the Internal  Revenue Code of 1986,
         as amended.

                  (d)  The  "Earlier   Employment   Agreement"  shall  mean  any
         employment,  severance  or  change in  control  agreement  between  the
         Employer  and the  Employee  that  existed and was  effective as of the
         Execution  Date.  The Employee  may elect in writing,  on or before the
         Employee's  Date of  Termination,  to have any term,  provision  and/or
         definition under the Employees' Earlier  Employment  Agreement apply in
         lieu  of  any  similar  term,   provision  and/or  definition  of  this
         Agreement,  except to the extent that such  application  would  produce
         duplicate  payments or benefits  under this  Agreement and such Earlier
         Employment Agreement.

         2.  Change of  Control.  For the  purpose of this  Agreement,
a "Change of Control" shall mean:

                (a) Any person or entity, other than the Employer or an employee
         benefit  plan of the  Employer,  acquires  directly or  indirectly  the
         Beneficial  Ownership (as defined in Section 13(d) of the Exchange Act)
         of any voting  security  of the  Employer  and  immediately  after such
         acquisition  such  person or entity is,  directly  or  indirectly,  the
         Beneficial Owner of voting  securities  representing 50% or more of the
         total voting power of all of the then-outstanding  voting securities of
         the Employer; or

                (b)  Individuals  who,  as of the date  hereof,  constitute  the
         Board,  and any new director  whose election by the Board or nomination
         for election by the Employer's stockholders was approved by a vote of a
         majority of the directors then still in office who were directors as of
         the date  hereof or whose  election  or  nomination  for  election  was
         previously  so approved,  cease for any reason to constitute at least a
         majority of the members of the Board; or

                (c) The  stockholders  of the Employer  shall  approve a merger,
         consolidation,  recapitalization  or reorganization of the Employer,  a
         reverse stock split of outstanding voting  securities,  or consummation
         of any such transaction if stockholder approval is not obtained,  other
         than any such  transaction  that  would  result  in at least 50% of the
         total  voting  power  represented  by  the  voting  securities  of  the
         surviving entity  outstanding  immediately after such transaction being
         Beneficially Owned by at least 50% of the holders of outstanding voting
         securities of the Employer  immediately prior to the transaction,  with
         the voting power of each such continuing  holder relative to other such
         continuing holders not substantially altered in the transaction; or

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                (d) The  stockholders  of the Employer  shall  approve a plan of
         complete  liquidation  of the Employer or an agreement  for the sale or
         disposition  by the  Employer  of all or a  substantial  portion of the
         Employer's  assets  (i.e.,  50% or  more  of the  total  assets  of the
         Employer).

     3. Employment  Period.  The Employer hereby agrees to continue the Employee
in its employ,  and the  Employee  hereby  agrees to remain in the employ of the
Employer  subject to the terms and conditions of this Agreement,  for the period
commencing on the  Effective  Date and ending on the third  anniversary  of such
date (the "Employment Period").

     4. Terms of Employment.

          (a) Position and Duties.

               (i) During the Employment  Period,  (A) the  Employee's  position
          (including  status,  offices,  titles  and  reporting   requirements),
          authority,  duties and responsibilities shall be at least commensurate
          in all  material  respects  with the most  significant  of those held,
          exercised  and  assigned  at  any  time  during  the  120-day   period
          immediately  preceding  the  Effective  Date  and (B)  the  Employee's
          services  shall be performed  at the  location  where the Employee was
          employed  immediately  preceding the  Effective  Date or any office or
          location less than 35 miles from such location.

               (ii) During the Employment  Period,  and excluding any periods of
          vacation  and sick  leave to  which  the  Employee  is  entitled,  the
          Employee agrees to devote reasonable  attention and time during normal
          business hours to the business and affairs of the Employer and, to the
          extent  necessary to discharge  the  responsibilities  assigned to the
          Employee hereunder,  to use the Employee's  reasonable best efforts to
          perform faithfully and efficiently such  responsibilities.  During the
          Employment  Period it shall not be a violation of this  Agreement  for
          the Employee to (A) serve on corporate,  civic or charitable boards or
          committees,  (B) deliver  lectures,  fulfill  speaking  engagements or
          teach at educational institutions and (C) manage personal investments,
          so long as such  activities do not  significantly  interfere  with the
          performance of the Employee's  responsibilities  as an employee of the
          Employer in accordance with this Agreement. It is expressly understood
          and  agreed  that to the  extent  that any such  activities  have been
          conducted by the Employee  prior to the Effective  Date, the continued
          conduct of such  activities  (or the conduct of activities  similar in
          nature and scope  thereto)  subsequent to the Effective Date shall not
          thereafter  be  deemed  to  interfere  with  the  performance  of  the
          Employee's responsibilities to the Employer.

          (b) Compensation.

               (i) Base Salary. During the Employment Period, the Employee shall
          receive an annual base salary  ("Annual Base Salary"),  which shall be
          paid at a monthly rate, at least equal to 12 times the highest monthly
          base salary paid or payable,  including  any base salary that has been
          earned but deferred, to the

                                       3


          Employee by the  Employer and its  affiliated  companies in respect of
          the  12-month  period  immediately  preceding  the  month in which the
          Effective Date occurs.  During the Employment  Period, the Annual Base
          Salary  shall be reviewed no more than 12 months after the last salary
          increase  awarded  to the  Employee  prior to the  Effective  Date and
          thereafter at least annually. Any increase in Annual Base Salary shall
          not serve to limit or  reduce  any other  obligation  to the  Employee
          under this  Agreement.  Annual Base Salary shall not be reduced  after
          any such  increase and the term Annual Base Salary as utilized in this
          Agreement  shall refer to Annual Base Salary as so increased.  As used
          in this Agreement,  the term "affiliated  companies" shall include any
          company  controlled  by,  controlling or under common control with the
          Employer.

               (ii)  Annual  Bonus.  In  addition  to Annual  Base  Salary,  the
          Employee  shall be awarded,  for each  fiscal  year ending  during the
          Employment  Period,  an annual bonus (the  "Annual  Bonus") in cash at
          least  equal to the  Employee's  highest  bonus  under the  Employer's
          Management  Incentive  Bonus Plan, or any  comparable  bonus under any
          predecessor  or successor  plan,  for the last three full fiscal years
          prior to the Effective Date (annualized in the event that the Employee
          was not  employed by the  Employer  for the whole of such fiscal year)
          (the "Recent Annual  Bonus").  Each such Annual Bonus shall be paid no
          later  than  the  end of the  third  month  of the  fiscal  year  next
          following  the  fiscal  year for which the  Annual  Bonus is  awarded,
          unless the  Employee  shall  elect to defer the receipt of such Annual
          Bonus.

               (iii)  Incentive,   Savings  and  Retirement  Plans.  During  the
          Employment  Period,  the Employee  shall be entitled to participate in
          all incentive,  savings and retirement plans, practices,  policies and
          programs applicable generally to other peer executives of the Employer
          and its  affiliated  companies,  but in no  event  shall  such  plans,
          practices,  policies and programs  provide the Employee with incentive
          opportunities  (measured  with  respect to both  regular  and  special
          incentive opportunities,  to the extent, if any, that such distinction
          is  applicable),   savings   opportunities   and  retirement   benefit
          opportunities,  in each case, less favorable,  in the aggregate,  than
          the  most  favorable  of  those  provided  by  the  Employer  and  its
          affiliated  companies  for the Employee  under such plans,  practices,
          policies  and  programs  as in effect at any time  during the  120-day
          period  immediately  preceding the Effective Date or if more favorable
          to the  Employee,  those  provided  generally  at any time  after  the
          Effective  Date to  other  peer  executives  of the  Employer  and its
          affiliated companies.

               (iv) Welfare  Benefit Plans.  During the Employment  Period,  the
          Employee  and/or the Employee's  family,  as the case may be, shall be
          eligible for  participation  in and shall  receive all benefits  under
          welfare benefit plans,  practices,  policies and programs  provided by
          the  Employer  and  its  affiliated  companies   (including,   without
          limitation, medical, prescription,  dental, disability, employee life,
          group life,  accidental death and travel accident  insurance plans and
          programs) to the extent applicable  generally to other peer executives
          of the Employer and its  affiliated  companies,  but in no event shall
          such plans, practices,


                                       4



          policies and programs provide the Employee with benefits that are less
          favorable,  in the  aggregate,  than the most favorable of such plans,
          practices,  policies  and  programs in effect for the  Employee at any
          time during the 120-day  period  immediately  preceding  the Effective
          Date or, if more favorable to the Employee,  those provided  generally
          at any time after the Effective  Date to other peer  executives of the
          Employer and its affiliated companies.

               (v) Expenses. During the Employment Period, the Employee shall be
          entitled to receive prompt  reimbursement for all reasonable  expenses
          incurred  by the  Employee  in  accordance  with  the  most  favorable
          policies,  practices and procedures of the Employer and its affiliated
          companies  in effect for the  Employee  at any time during the 120-day
          period immediately  preceding the Effective Date or, if more favorable
          to the Employee,  as in effect  generally at any time  thereafter with
          respect to other peer  executives  of the Employer and its  affiliated
          companies.

               (vi) Fringe Benefits.  During the Employment Period, the Employee
          shall be entitled to fringe benefits,  including,  without limitation,
          tax and financial  planning  services,  payment of club dues,  and, if
          applicable,  use of an automobile and payment of related expenses,  in
          accordance  with the most  favorable  plans,  practices,  programs and
          policies of the  Employer and its  affiliated  companies in effect for
          the  Employee  at any  time  during  the  120-day  period  immediately
          preceding the Effective Date or, if more favorable to the Employee, as
          in effect  generally at any time thereafter with respect to other peer
          executives of the Employer and its affiliated companies.

               (vii) Office and Support Staff. During the Employment Period, the
          Employee  shall be entitled to an office or offices of a size and with
          furnishings  and  other   appointments,   and  to  exclusive  personal
          secretarial and other assistance, at least equal to the most favorable
          of the  foregoing  provided to the  Employee by the  Employer  and its
          affiliated companies at any time during the 120-day period immediately
          preceding the Effective Date or, if more favorable to the Employee, as
          provided  generally at any time  thereafter with respect to other peer
          executives of the Employer and its affiliated companies.

               (viii) Vacation. During the Employment Period, the Employee shall
          be entitled to paid  vacation in  accordance  with the most  favorable
          plans,  policies,  programs  and  practices  of the  Employer  and its
          affiliated  companies as in effect for the Employee at any time during
          the 120-day  period  immediately  preceding the Effective  Date or, if
          more  favorable to the  Employee,  as in effect  generally at any time
          thereafter  with respect to other peer  executives of the Employer and
          its affiliated companies.

          5. Termination of Employment.

               (a)  Death  or  Disability.   The  Employee's   employment  shall
          terminate   automatically   upon  the  Employee's   death  during  the
          Employment  Period. If the

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          Employer  determines in good faith that the Disability of the Employee
          has occurred during the Employment  Period (pursuant to the definition
          of Disability  set forth below),  it may give to the Employee  written
          notice  in  accordance  with  Section  14 of  this  Agreement  of  its
          intention to terminate the Employee's  employment.  In such event, the
          Employee's  employment with the Employer shall terminate  effective on
          the 30th  day  after  receipt  of such  notice  by the  Employee  (the
          "Disability Effective Date"),  provided that, within the 30 days after
          such  receipt,  the  Employee  shall not have  returned  to  full-time
          performance of the Employee's  duties. For purposes of this Agreement,
          "Disability"   shall  mean  the  absence  of  the  Employee  from  the
          Employee's  duties  with the  Employer  on a  full-time  basis for 180
          consecutive  business days as a result of incapacity  due to mental or
          physical  illness that is  determined  to be total and  permanent by a
          physician  selected by the Employer or its insurers and  acceptable to
          the Employee or the Employee's  legal  representative.

               (b) Cause.  The Employer may terminate the Employee's  employment
          during  the  Employment   Period  for  Cause.  For  purposes  of  this
          Agreement, "Cause" shall mean:

                    (i) the willful  and  continued  failure of the  Employee to
               perform  substantially the Employee's duties with the Employer or
               one of its affiliates (other than any such failure resulting from
               incapacity  due to physical or mental  illness),  after a written
               demand for  substantial  performance is delivered to the Employee
               by the Board or the Chief Executive  Officer of the Employer that
               specifically  identifies  the  manner  in which  the Board or the
               Chief  Executive  Officer  believes  that  the  Employee  has not
               substantially performed the Employee's duties, or

                    (ii) the willful engaging by the Employee in illegal conduct
               or gross misconduct that is materially and demonstrably injurious
               to the Employer.

          For purposes of this provision,  no act or failure to act, on the part
          of the Employee,  shall be considered  "willful" unless it is done, or
          omitted to be done, by the Employee in bad faith or without reasonable
          belief  that  the  Employee's  action  or  omission  was in  the  best
          interests  of the  Employer.  Any act,  or failure to act,  based upon
          authority  given pursuant to a resolution duly adopted by the Board or
          upon the  instructions  of the  Chief  Executive  Officer  or a senior
          officer of the  Employer  or based upon the advice of counsel  for the
          Employer shall be  conclusively  presumed to be done, or omitted to be
          done,  by the Employee in good faith and in the best  interests of the
          Employer.  The cessation of  employment  of the Employee  shall not be
          deemed  to be for  Cause  unless  and  until  there  shall  have  been
          delivered to the  Employee a copy of a resolution  duly adopted by the
          affirmative  vote  of not  less  than  three-quarters  of  the  entire
          membership  of the Board at a meeting of the Board called and held for
          such purpose (after  reasonable notice is provided to the Employee and
          the Employee is given an  opportunity,  together with  counsel,  to be
          heard before the Board),  finding  that,  in the good faith opinion of
          the  Board,  the  Employee  is  guilty  of the  conduct  described  in
          subparagraph (i) or (ii) above, and specifying the particulars thereof
          in detail.

                                       6


          (c) Good Reason.  The  Employee's  employment may be terminated by the
     Employee for Good Reason.  For purposes of this  Agreement,  "Good  Reason"
     shall mean:

               (i) the assignment to the Employee of any duties  inconsistent in
          any respect with the Employee's position  (including status,  offices,
          titles   and   reporting   requirements),    authority,    duties   or
          responsibilities as contemplated by Section 4(a) of this Agreement, or
          any other action by the Employer  that results in a diminution in such
          position,  authority,  duties or responsibilities,  excluding for this
          purpose an isolated, insubstantial and inadvertent action not taken in
          bad faith and that is remedied by the Employer  promptly after receipt
          of notice thereof given by the Employee;

               (ii)  any  failure  by the  Employer  to  comply  with any of the
          provisions of Section 4(b) of this Agreement,  other than an isolated,
          insubstantial  and inadvertent  failure not occurring in bad faith and
          that is  remedied by the  Employer  promptly  after  receipt of notice
          thereof given by the Employee;

               (iii) the  Employer's  requiring  the Employee to be based at any
          office or location other than as provided in Section 4(a)(i)(B) hereof
          or the  Employer's  requiring  the  Employee  to  travel  on  Employer
          business to a substantially  greater extent than required  immediately
          prior to the Effective Date;

               (iv) any purported  termination by the Employer of the Employee's
          employment otherwise than as expressly permitted by this Agreement;

               (v) any failure by the Employer to continue in effect any cash or
          stock-based  incentive or bonus plan, retirement plan, welfare benefit
          plan or other  compensation,  retirement  or benefit  plan,  practice,
          policy,  and program,  unless the  aggregate  value (as computed by an
          independent  employee benefits consultant selected by the Employer and
          acceptable to the Employee or the Employee's legal  representative) of
          all  such  compensation,   retirement  or  benefit  plans,  practices,
          policies and programs  provided to the Employee is not materially less
          than their aggregate value as in effect at any time during the 120-day
          period  immediately  preceding the Effective Date or if more favorable
          to the  Employee,  those  provided  generally  at any time  after  the
          Effective  Date to  other  peer  executives  of the  Employer  and its
          affiliated companies ; or

               (vi) any  failure  by the  Employer  to comply  with and  satisfy
          Section 13(c) of this Agreement.

         For  purposes of this Section  5(c),  any good faith  determination  of
         "Good  Reason" made by the Employee  shall be  conclusive.  Anything in
         this  Agreement to the contrary  notwithstanding,  a termination by the
         Employee  for any reason  during (x) the  five-day  period  immediately
         preceding the Effective  Date and/or (y) the 30-day period  immediately
         following the six-month  anniversary  of the Effective  Date,  shall be
         deemed to be a  termination  for Good  Reason for all  purposes of this
         Agreement.

                                       7


               (d) Notice of  Termination.  Any  termination by the Employer for
          Cause,  or by the Employee for Good Reason,  shall be  communicated by
          Notice of  Termination  to the other party hereto given in  accordance
          with Section 14 of this Agreement.  For purposes of this Agreement,  a
          "Notice of Termination"  means a written notice that (i) indicates the
          specific termination  provision in this Agreement relied upon, (ii) to
          the extent  applicable,  sets forth in reasonable detail the facts and
          circumstances  claimed  to  provide  a basis  for  termination  of the
          Employee's  employment  under the  provision so indicated and (iii) if
          the Date of  Termination  (as defined below) is other than the date of
          receipt of such notice,  specifies  the  termination  date (which date
          shall be not more than thirty  days after the giving of such  notice).
          The failure by the Employee or the Employer to set forth in the Notice
          of Termination any fact or circumstance  that contributes to a showing
          of Good Reason or Cause  shall not waive any right of the  Employee or
          the Employer, respectively,  hereunder or preclude the Employee or the
          Employer,  respectively,  from asserting such fact or  circumstance in
          enforcing the Employee's or the Employer's rights hereunder.

               (e) Date of Termination.  "Date of Termination"  means (i) if the
          Employee's  employment is terminated by the Employer for Cause,  or by
          the  Employee  for Good  Reason,  the date of receipt of the Notice of
          Termination or any later date specified  therein,  as the case may be,
          (ii) if the Employee's  employment is terminated by the Employer other
          than for Cause or  Disability,  the Date of  Termination  shall be the
          date on which the Employer  notifies the Employee of such  termination
          and (iii) if the  Employee's  employment  is  terminated  by reason of
          death  or  Disability,  the Date of  Termination  shall be the date of
          death of the Employee or the  Disability  Effective  Date, as the case
          may be.

          6. Obligations of the Employer upon Termination.

               (a) Good Reason; Death; Disability; and Other Than for Cause. If,
          during  the  Employment  Period,  the  Employer  shall  terminate  the
          Employee's  employment  other  than  for  Cause,  the  Employee  shall
          terminate  employment for Good Reason,  or the  Employee's  employment
          shall terminate due to death or Disability:

                    (i) the Employer  shall pay to the Employee in a lump sum in
               cash within 30 days after the Date of  Termination  the aggregate
               of the following amounts:

                         (A) the sum of (1) the  Employee's  Annual  Base Salary
                    through   the  Date  of   Termination   to  the  extent  not
                    theretofore  paid,  (2) the product of (x) the higher of (I)
                    the Recent  Annual  Bonus and (II) the Annual  Bonus paid or
                    payable,  including  any bonus or portion  thereof which has
                    been earned but deferred (and annualized for any fiscal year
                    consisting  of less than 12 full months or during  which the
                    Employee was employed for less than 12 full months), for the
                    most recently  completed  fiscal year during the  Employment
                    Period,  if any (such higher amount being referred to as the
                    "Highest Annual Bonus") and (y) a fraction, the numerator of
                    which  is the  number  of days in the  current  fiscal  year
                    through  the Date of  Termination,  and the  denominator  of
                    which is 365 and (3) any

                                       8


                    compensation  previously  deferred by the Employee (together
                    with any  accrued  interest  or  earnings  thereon)  and any
                    accrued  vacation  pay,  in  each  case  to the  extent  not
                    theretofore  paid  (the  sum of  the  amounts  described  in
                    clauses (1), (2), and (3) shall be  hereinafter  referred to
                    as the "Accrued Obligations"); and

                         (B) the  amount  equal to the  product of (1) three and
                    (2) the sum of (x) the Employee's Annual Base Salary and (y)
                    the Highest Annual Bonus;

                    (ii) all stock  options,  restricted  stock or other  awards
               made or granted under the Quanta Services, Inc. 1997 Stock Option
               Plan, the Quanta Services,  Inc. 2001 Stock Incentive Plan and/or
               any similar or successor stock plan or program, will become fully
               vested  immediately  on  or  prior  to  the  Employee's  Date  of
               Termination. The Employer agrees that for purposes of determining
               the  continued   exercisability   of  Employee's   stock  options
               outstanding  on  the  Date  of  Termination,  Employee  shall  be
               considered  to have remained  employed by the Employer  until the
               third  anniversary  of the Date of  Termination.  Nothing in this
               subparagraph  (ii) shall be deemed to extend the expiration  date
               of any stock option granted under the applicable stock plan(s) or
               program(s) past the original expiration date of such stock option
               as determined at the time of grant;

                    (iii)  for  three  years  after  the   Employee's   Date  of
               Termination,  or such  longer  period as may be  provided  by the
               terms of the appropriate plan,  program,  practice or policy, the
               Employer  shall  continue  benefits  to the  Employee  and/or the
               Employee's  family at least  equal to those  that would have been
               provided  to  them  in  accordance  with  the  plans,   programs,
               practices  and  policies  described  in Section  4(b)(iv) of this
               Agreement if the Employee's  employment  had not been  terminated
               or, if more favorable to the Employee,  as in effect generally at
               any time  thereafter with respect to other peer executives of the
               Employer  and  its  affiliated   companies  and  their  families,
               provided,  however,  that if the Employee becomes reemployed with
               another  employer  and is  eligible  to receive  medical or other
               welfare  benefits  under  another  employer  provided  plan,  the
               medical and other  welfare  benefits  described  herein  shall be
               secondary  to those  provided  under such other plan  during such
               applicable  period of  eligibility.  For purposes of  determining
               eligibility (but not the time of commencement of benefits) of the
               Employee for retiree benefits pursuant to such plans,  practices,
               programs and policies,  the Employee  shall be considered to have
               remained  employed  until  the third  anniversary  of the Date of
               Termination and to have retired on the last day of such period;

                    (iv) the  Employer  shall,  at its sole expense as incurred,
               provide the  Employee  with  outplacement  services the scope and
               provider of which  shall be selected by the  Employee in his sole
               discretion;

                    (v) to the  extent not  theretofore  paid or  provided,  the
               Employer  shall  timely pay or provide to the  Employee any other
               amounts or benefits  required to

                                       9



               be paid or provided or which the  Employee is eligible to receive
               under any  plan,  program,  policy or  practice  or  contract  or
               agreement  of the  Employer and its  affiliated  companies  (such
               other amounts and benefits  shall be  hereinafter  referred to as
               the "Other Benefits"); and

                    (vi)  the  covenant  of   non-competition,   and  any  other
               restrictive  covenants  applicable  to  the  Employee  under  any
               employment  or  other  agreement  between  the  Employer  and the
               Employee  shall  cease  to  apply  effective  as of the  Date  of
               Termination.

               (b) Death.  If the Employee's  employment is terminated by reason
          of the  Employee's  death during the Employment  Period,  the Employer
          shall pay the amounts and provide the  benefits  described  in Section
          6(a),  pay  the  Accrued  Obligations  to  the  Employee's  estate  or
          beneficiary,  as  applicable,  in a lump sum in cash within 30 days of
          the Date of Termination, and timely pay or provide the Other Benefits.
          With  respect  to the  provision  of Other  Benefits,  the term  Other
          Benefits as  utilized  in this  Section  6(b) shall  include,  without
          limitation,  and the Employee's estate and/or  beneficiaries  shall be
          entitled  to receive,  benefits  at least equal to the most  favorable
          benefits  provided by the  Employer  and  affiliated  companies to the
          estates and  beneficiaries of peer executives of the Employer and such
          affiliated  companies  under  such  plans,  programs,   practices  and
          policies relating to death benefits, if any, as in effect with respect
          to other peer  executives and their  beneficiaries  at any time during
          the 120-day  period  immediately  preceding the Effective  Date or, if
          more  favorable  to  the  Employee's   estate  and/or  the  Employee's
          beneficiaries,  as in effect on the date of the Employee's  death with
          respect to other peer  executives  of the Employer and its  affiliated
          companies and their beneficiaries.

               (c)  Disability.  If the  Employee's  employment is terminated by
          reason of the Employee's  Disability during the Employment Period, the
          Employer  shall pay the amounts and provide the benefits  described in
          Section 6(a), pay the Accrued  Obligations to the Employee's estate or
          beneficiary,  as  applicable,  in a lump sum in cash within 30 days of
          the Date of Termination, and timely pay or provide the Other Benefits.
          With  respect  to the  provision  of Other  Benefits,  the term  Other
          Benefits as  utilized  in this  Section  6(c) shall  include,  and the
          Employee  shall be entitled  after the  Disability  Effective  Date to
          receive,  disability  and other  benefits  at least  equal to the most
          favorable  of  those  generally  provided  by  the  Employer  and  its
          affiliated  companies to disabled  executives and/or their families in
          accordance with such plans, programs,  practices and policies relating
          to  disability,  if any, as in effect  generally with respect to other
          peer  executives  and their  families  at any time  during the 120-day
          period immediately  preceding the Effective Date or, if more favorable
          to the Employee and/or the Employee's family, as in effect at any time
          thereafter  generally  with  respect to other peer  executives  of the
          Employer and its affiliated companies and their families.

               (d)  Cause;  Other  than  for  Good  Reason.  If  the  Employee's
          employment shall be terminated for Cause during the Employment Period,
          this Agreement  shall  terminate  without  further  obligations to the
          Employee  other than the  obligation  to pay to the  Employee  (x) his
          Annual Base Salary through the Date of Termination,  (y) the amount of
          any compensation  previously  deferred by the Employee,  and (z) Other
          Benefits,  in  each

                                       10



          case to the extent  theretofore  unpaid.  If the Employee  voluntarily
          terminates  employment  during  the  Employment  Period,  excluding  a
          termination for Good Reason,  this Agreement  shall terminate  without
          further   obligations   to  the  Employee,   other  than  for  Accrued
          Obligations and the timely payment or provision of Other Benefits.  In
          such case, all Accrued  Obligations shall be paid to the Employee in a
          lump sum in cash within 30 days of the Date of Termination.

     7.  Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent or
limit the Employee's  continuing or future  participation in any plan,  program,
policy or practice  provided by the Employer or any of its affiliated  companies
and for which the  Employee  may  qualify,  nor,  subject to Section  12,  shall
anything  herein limit or otherwise  affect such rights as the Employee may have
under any  contract or  agreement  with the  Employer  or any of its  affiliated
companies.  Amounts  that are vested  benefits or that the Employee is otherwise
entitled  to  receive  under any plan,  policy,  practice  or  program of or any
contract or agreement with the Employer or any of its affiliated companies at or
subsequent to the Date of Termination  shall be payable in accordance  with such
plan, policy,  practice or program or contract or agreement except as explicitly
modified by this Agreement.

     8. Full Settlement. The Employer's obligation to make the payments provided
for in this Agreement and otherwise to perform its  obligations  hereunder shall
not be  affected  by any  set-off,  counterclaim,  recoupment,  defense or other
claim,  right or action  that the  Employer  may have  against  the  Employee or
others.  In no event shall the Employee be obligated to seek other employment or
take any  other  action  by way of  mitigation  of the  amounts  payable  to the
Employee  under any of the  provisions of this  Agreement and such amounts shall
not be  reduced  whether  or not the  Employee  obtains  other  employment.  The
Employer  agrees to pay as  incurred,  to the full extent  permitted by law, all
legal fees and expenses  that the Employee may  reasonably  incur as a result of
any contest (regardless of the outcome thereof) by the Employer, the Employee or
others of the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Employee about the amount of any payment  pursuant to this
Agreement),  plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Code Section 7872(f)(2)(A).

     9. Certain Additional Payments by the Employer.

          (a) Anything in this Agreement to the contrary notwithstanding, in the
     event it shall  be  determined  that any  payment  or  distribution  by the
     Employer or its  affiliates to or for the benefit of the Employee  (whether
     paid or payable or  distributed or  distributable  pursuant to the terms of
     this  Agreement  or  otherwise,   but  determined  without  regard  to  any
     additional  payments  required under this Section 9) (a "Payment") would be
     subject to the excise tax imposed by Code  Section  4999 or any interest or
     penalties  are  incurred by the  Employee  with  respect to such excise tax
     (such  excise tax,  together  with any such  interest  and  penalties,  are
     hereinafter  collectively  referred  to as  the  "Excise  Tax"),  then  the
     Employee  shall be entitled to receive an  additional  payment (a "Gross-Up
     Payment") in an amount such that after payment by the Employee of all taxes
     (including  any interest or penalties  imposed with respect to such taxes),
     including,  without  limitation,  any income  taxes (and any  interest  and
     penalties  imposed  with  respect  thereto) and Excise


                                       11


     Tax imposed upon the Gross-Up  Payment,  the Employee  retains an amount of
     the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b) Subject to the  provisions  of Section  9(c),  all  determinations
     required  to be made under this  Section 9,  including  whether  and when a
     Gross-Up  Payment is required and the amount of such  Gross-Up  Payment and
     the assumptions to be utilized in arriving at such determination,  shall be
     made by Arthur Andersen or such other certified  public  accounting firm as
     may be  designated  by the  Employee  (the  "Accounting  Firm") which shall
     provide  detailed  supporting  calculations  both to the  Employer  and the
     Employee within 15 business days of the receipt of notice from the Employee
     that there has been a Payment,  or such earlier time as is requested by the
     Employer. In the event that the Accounting Firm is serving as accountant or
     auditor  for the  individual,  entity  or group  effecting  the  Change  of
     Control,   the  Employee  shall  appoint  another   nationally   recognized
     accounting  firm to  make  the  determinations  required  hereunder  (which
     accounting   firm  shall  then  be  referred  to  as  the  Accounting  Firm
     hereunder).  All fees and  expenses of the  Accounting  Firm shall be borne
     solely by the Employer.  Any Gross-Up  Payment,  as determined  pursuant to
     this Section 9, shall be paid by the  Employer to the Employee  within five
     days  of  the  receipt  of  the  Accounting   Firm's   determination.   Any
     determination by the Accounting Firm shall be binding upon the Employer and
     the Employee.  As a result of the  uncertainty  in the  application of Code
     Section  4999 at the time of the initial  determination  by the  Accounting
     Firm  hereunder,  it is possible that Gross-Up  Payments that will not have
     been  made  by  the  Employer  should  have  been  made   ("Underpayment"),
     consistent  with the  calculations  required to be made  hereunder.  In the
     event that the Employer  exhausts its remedies pursuant to Section 9(c) and
     the  Employee  thereafter  is required to make a payment of any Excise Tax,
     the Accounting Firm shall determine the amount of the Underpayment that has
     occurred and any such  Underpayment  shall be promptly paid by the Employer
     to or for the benefit of the Employee.

          (c) The Employee  shall notify the Employer in writing of any claim by
     the Internal Revenue Service that, if successful, would require the payment
     by the Employer of the Gross-Up Payment.  Such notification  shall be given
     as soon as  practicable  but no later  than ten  business  days  after  the
     Employee  is  informed  in  writing  of such  claim and shall  apprise  the
     Employer  of the  nature of such  claim and the date on which such claim is
     requested to be paid.  The  Employee  shall not pay such claim prior to the
     expiration of the 30-day  period  following the date on which it gives such
     notice to the Employer (or such shorter  period ending on the date that any
     payment  of taxes  with  respect  to such  claim is due).  If the  Employer
     notifies the  Employee in writing  prior to the  expiration  of such period
     that it desires to contest such claim, the Employee shall:

               (i) give the Employer any information reasonably requested by the
          Employer relating to such claim,

               (ii) take such action in connection with contesting such claim as
          the Employer  shall  reasonably  request in writing from time to time,
          including,  without  limitation,  accepting legal  representation with
          respect  to such  claim  by an  attorney  reasonably  selected  by the
          Employer,

                                       12


               (iii)  cooperate  with  the  Employer  in  good  faith  in  order
          effectively to contest such claim, and

               (iv)  permit  the  Employer  to  participate  in any  proceedings
          relating to such claim;

                  provided,  however,  that  the  Employer  shall  bear  and pay
         directly  all costs and  expenses  (including  additional  interest and
         penalties) incurred in connection with such contest and shall indemnify
         and hold the Employee  harmless,  on an after-tax basis, for any Excise
         Tax or income  tax  (including  interest  and  penalties  with  respect
         thereto)  imposed  as a result of such  representation  and  payment of
         costs and expenses.  Without limitation on the foregoing  provisions of
         this Section 9(c), the Employer shall control all proceedings  taken in
         connection  with such contest  and, at its sole  option,  may pursue or
         forgo any and all  administrative  appeals,  proceedings,  hearings and
         conferences with the taxing authority in respect of such claim and may,
         at its sole option,  either  direct the Employee to pay the tax claimed
         and sue for a refund or contest  the claim in any  permissible  manner,
         and the Employee  agrees to prosecute  such contest to a  determination
         before any administrative  tribunal, in a court of initial jurisdiction
         and in one or more appellate  courts,  as the Employer shall determine;
         provided,  however,  that if the  Employer  directs the Employee to pay
         such claim and sue for a refund,  the Employer shall advance the amount
         of such payment to the Employee,  on an  interest-free  basis and shall
         indemnify and hold the Employee  harmless,  on an after-tax basis, from
         any Excise Tax or income tax  (including  interest  or  penalties  with
         respect  thereto)  imposed with respect to such advance or with respect
         to any  imputed  income  with  respect  to such  advance;  and  further
         provided that any extension of the statute of  limitations  relating to
         payment of taxes for the taxable year of the  Employee  with respect to
         which such  contested  amount is claimed to be due is limited solely to
         such  contested  amount.  Furthermore,  the  Employer's  control of the
         contest  shall be  limited to issues  with  respect to which a Gross-Up
         Payment would be payable  hereunder and the Employee  shall be entitled
         to settle or contest, as the case may be, any other issue raised by the
         Internal Revenue Service or any other taxing authority.

               (d) If, after the receipt by the  Employee of an amount  advanced
          by the  Employer  pursuant  to  Section  9(c),  the  Employee  becomes
          entitled  to  receive  any refund  with  respect  to such  claim,  the
          Employee  shall   (subject  to  the  Employer's   complying  with  the
          requirements  of Section 9(c)) promptly pay to the Employer the amount
          of such refund  (together  with any interest paid or credited  thereon
          after taxes applicable thereto). If, after the receipt by the Employee
          of an amount  advanced by the  Employer  pursuant to Section  9(c),  a
          determination  is made that the Employee  shall not be entitled to any
          refund with respect to such claim and the Employer does not notify the
          Employee  in writing of its  intent to contest  such  denial of refund
          prior to the expiration of 30 days after such determination, then such
          advance  shall be forgiven  and shall not be required to be repaid and
          the amount of such advance shall offset,  to the extent  thereof,  the
          amount of Gross-Up Payment required to be paid.

     10.  Confidential  Information.  The  Employee  shall  hold in a  fiduciary
capacity for the benefit of the Employer all secret or confidential information,
knowledge or data relating to the

                                       13


Employer or any of its affiliated  companies,  and their respective  businesses,
which shall have been obtained by the Employee during the Employee's  employment
by the  Employer or any of its  affiliated  companies  and which shall not be or
become public knowledge  (other than by acts by the Employee or  representatives
of the  Employee in  violation  of this  Agreement).  After  termination  of the
Employee's  employment  with the Employer,  the Employee shall not,  without the
prior written  consent of the Employer or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data to
anyone other than the Employer and those  designated by it. In no event shall an
asserted  violation of the  provisions of this Section 10 constitute a basis for
deferring or  withholding  any amounts  otherwise  payable to the Employee under
this Agreement.

     11. Insurance and  Indemnification.  For the period from the Effective Date
through  at  least  the  tenth  anniversary  of the  Employee's  termination  of
employment  from the Employer,  the Employer  shall  maintain the Employee as an
insured  party on all  directors'  and  officers'  insurance  maintained  by the
Employer  for the  benefit of its  directors  and  officers on at least the same
basis as all other  covered  individuals  and provide the Employee with at least
the same corporate  indemnification as it provides to the peer executives of the
Employer.

     12.  Earlier  Employment  Agreement.  Except as provided  in the  following
sentence,  from and after the Effective Date, this Agreement shall supersede any
other  agreement  between the parties with respect to the subject matter hereof.
The Employee may elect in writing to have any term,  provision and/or definition
under the Employees' Earlier  Employment  Agreement apply in lieu of any similar
term,  provision and/or definition of this Agreement,  except to the extent that
such  application  would  produce  duplicate  payments  or  benefits  under this
Agreement and such Earlier Employment Agreement.  All determinations required to
be made under this Section,  including whether and when a term, provision and/or
definition  under the  Employees'  Earlier  Employment  Agreement  would produce
duplicate  payments or benefits under this Agreement and such Earlier Employment
Agreement and the assumptions to be utilized in arriving at such  determination,
shall  be  made by the  Accounting  Firm or  such  other  nationally  recognized
compensation and benefits  consulting firm as the Employee may designate,  which
shall  provide  detailed  supporting  calculations  both to the Employer and the
Employee  within 15  business  days of the  receipt of written  notice  from the
Employee,  or such earlier time as is  requested by the  Employer.  All fees and
expenses of the Accounting Firm (or such other firm  designated)  shall be borne
solely by the Employer.

     13. Successors.

          (a) This  Agreement  is personal to the Employee and without the prior
     written  consent of the Employer  shall not be  assignable  by the Employee
     otherwise  than by  will or the  laws of  descent  and  distribution.  This
     Agreement  shall  inure  to  the  benefit  of  and  be  enforceable  by the
     Employee's legal representatives.

          (b) This  Agreement  shall inure to the benefit of and be binding upon
     the Employer and its successors and assigns.

          (c) The  Employer  will  require  any  successor  (whether  direct  or
     indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to all or
     substantially  all of the business

                                       14

     and/or assets of the Employer to assume expressly and agree to perform this
     Agreement in the same manner and to the same extent that the Employer would
     be required to perform it if no such succession had taken place. As used in
     this Agreement,  "Employer" shall mean the Employer as hereinbefore defined
     and any successor to its business  and/or assets as aforesaid which assumes
     and agrees to perform this Agreement by operation of law, or otherwise.

     14.  Notice.  Any notice  required  pursuant to this  Agreement  will be in
writing and will be deemed given upon the earlier of (i) delivery thereof, if by
hand,  (ii) three  business  days after mailing if sent by mail  (registered  or
certified  mail,  postage  prepaid,  return receipt  requested),  (iii) the next
business day after deposit if sent by a recognized  overnight  delivery service,
or (iv) upon  transmission  if sent by facsimile  transmission  or by electronic
mail,  with return  notification  (provided that any notice sent by facsimile or
electronic  mail shall also  promptly be sent by one of the means  described  in
clauses (i) through (iii) of this Section. Any notice or document required to be
given or filed with the Employer is properly  given or filed if delivered to the
Employer  at  1360  Post  Oak  Boulevard,  Suite  2100,  Houston,  Texas  77056,
Attention: General Counsel. Any notice or document required to be given or filed
with a Employee is properly  given or filed if  delivered to the Employee at the
most recent  address  shown on the  Employer's  records.  A party may change its
address  for  notice by the giving of notice  thereof in the manner  hereinabove
provided.

     15.  Severability,  Headings.  If any  portion  of this  Agreement  is held
invalid or inoperative,  the other portions of this  Agreement.  shall be deemed
valid and operative and, so far as is reasonable  and possible,  effect shall be
given to the intent  manifested by the portion held invalid or inoperative.  The
section headings herein are for reference  purposes only and are not intended in
any way to  describe,  interpret,  define or limit  the  extent or intent of the
Agreement or of any part hereof.

     16.  Arbitration.  Any further  dispute or controversy  arising under or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
Houston,  Texas,  in  accordance  with  the  rules of the  American  Arbitration
Association  for the Resolution of Employment  Disputes in effect on the date of
the event giving rise to the claim or the controversy;  provided,  however, that
the evidentiary  standards set forth in this Agreement shall apply. Judgment may
be  entered  on  the  arbitrator's  award  in  any  court  having  jurisdiction.
Notwithstanding  any provision of this  Agreement to the contrary,  the Employee
shall be entitled to seek specific  performance  of the  Employee's  right to be
paid until the Employee's Date of Termination during the pendency of any dispute
or controversy arising under or in connection with this Agreement. A decision by
a majority  of the  arbitration  panel  shall be final and  binding.  The direct
expense of any arbitration proceeding shall be borne by Employer.

     17.  Governing  Law.  This  Agreement  shall in all  respects be  construed
according to the laws of the State of Texas,  without reference to principles of
conflict of laws.  The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.  This  Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

                                       15



     18.  Withholding.  The Employer may withhold from any amounts payable under
this Agreement such Federal,  state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

     19. No Waiver.  The  Employee's  or the  Employer's  failure to insist upon
strict  compliance with any provision of this Agreement or the failure to assert
any right the Employee or the Employer may have  hereunder,  including,  without
limitation,  the right of the Employee to terminate  employment for Good Reason,
shall  not be  deemed  to be a waiver  of such  provision  or right or any other
provision or right of this Agreement.

     20. Claims.  All claims by the Employee for payments or benefits under this
Agreement  shall  be  directed  to and  determined  by the  Employer's  Board of
Directors (or such committee to which the Board  delegates  authority under this
Section) and shall be in writing. Any denial by the Board (or such committee) of
a claim for benefits under this Agreement  shall be delivered to the Employee in
writing and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement  relied upon. The Board (or committee) shall afford
the Employee a  reasonable  opportunity  for a review of the decision  denying a
claim and shall further allow the Employee to appeal the decision within 60 days
after the Board (or committee) gives notice that it has denied Employee's claim.

     21. Counterparts.  This Agreement may be executed  simultaneously in two or
more  counterparts,  each of which shall be deemed an original  and all of which
together shall constitute but one and the same instrument.

     IN WITNESS WHEREOF,  the Employee has hereunto set the Employee's hand and,
pursuant to the  authorization  from its Board of  Directors,  the  Employer has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.

QUANTA SERVICES, INC.                            /s/ Peter T. Dameris
                                                 ------------------------------
                                                          [EMPLOYEE]
By: /s/ John R. Colson
   ---------------------------------
  Its: Chief Executive Officer
      ------------------------------


                                       16