QUANTA SERVICES INC
EXHIBIT 10.7 - EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>haag.txt
<DESCRIPTION>EXHIBIT 10.7 - EMPLOYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.7
                                                                    ------------


                              EMPLOYMENT AGREEMENT

        This Employment Agreement (the "Agreement"), by and between Quanta
Services, Inc., a Delaware corporation, and its affiliates (collectively,
"Employer"), and Frederick M. Haag ("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.


<PAGE>

          (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



                                       -2-
<PAGE>

          (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-
<PAGE>


          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-
<PAGE>


          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


                                      -5-
<PAGE>
     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-
<PAGE>

          (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
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-
<PAGE>


          (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-
<PAGE>

               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-
<PAGE>


          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;  except that, if the Employee
          voluntarily terminates employment during the 30-day period immediately
          following  the sixth month  anniversary  of the  Effective  Date,  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 continue to apply.

               (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.


                                      -10-
<PAGE>


               (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  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


                                      -11-
<PAGE>


     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
     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,


                                      -12-
<PAGE>


               (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,

               (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


                                      -13-
<PAGE>


     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 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.


                                      -14-
<PAGE>


          (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  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


                                      -15-
<PAGE>

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.

     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/ Frederick M. Haag
                                          -----------------------------

By:/s/ John R. Colson
   -----------------------------
Its: Chief Executive Officer
    ----------------------------



</TEXT>
</DOCUMENT>
