MATRIX SERVICE CO
CFO CERTIFICATION
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>CFO CERTIFICATION
<TEXT>
<PAGE>



                                  Exhibit 10.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Matrix Service Company, Inc. (the
"Company") on form 10-Q for the period ended August 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I Bradley
S. Vetal, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
(S)1350, as adopted pursuant to (S)906 of the Sarbanes-Oxley Act of 2002, that
based on my knowledge:

     3.   The Report fully complies with the requirements of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     4.   The information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.

This certification is deemed to accompany this Quarterly Report on Form 10-Q,
but is not deemed "filed" for purpose of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise.

/s/ Michael J. Hall

Michael J. Hall
Vice President - Financial
And Chief Financial Officer
October 10, 2002

</TEXT>
</DOCUMENT>
