QUANTA SERVICES INC
EXHIBIT 10.2 INVESTOR'S RIGHTS AGREEMENT
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<DESCRIPTION>EXHIBIT 10.2 INVESTOR'S RIGHTS AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY


                AMENDED AND RESTATED INVESTOR'S RIGHTS AGREEMENT


     THIS AMENDED AND RESTATED INVESTOR'S RIGHTS AGREEMENT (this "Agreement") is
made and entered into as of May 20, 2002, by and between Quanta Services, Inc.,
a Delaware corporation (the "Company"), and Aquila, Inc. (f/k/a UtiliCorp United
Inc.), a Delaware corporation ("Investor").

                                     RECITAL

     WHEREAS, the Company and Investor are party to an Investor's Rights
Agreement made and entered into as of September 21, 1999 (the "Original
Agreement"); and

     WHEREAS, the Company and Investor have entered into a Settlement and
Governance Agreement dated as of May 20, 2002 (the "Settlement and Governance
Agreement"), which provides, among other things, that the Company and Investor
will amend and restate the Original Agreement by entering into this Agreement
contemporaneously with the execution and delivery of the Settlement and
Governance Agreement.

                                    AGREEMENT

     The parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Section 1.1 Definitions. Capitalized terms used herein without definition
shall have the meanings given to them in the Settlement and Governance Agreement
and the Securities Purchase Agreement. The terms set forth below are used herein
as so defined:

     "Affiliate" of any Person shall mean:

     (a)  For purposes of Article II, (i) any Person directly or indirectly
          controlled by, controlling or under common control with such first
          Person, (ii) any director or officer of such first Person or of any
          Person referred to in clause (i) above and (iii) if any Person in
          clause (i) above is an individual, any member of the immediate family
          (including parents, spouse and children) of such individual and any
          trust whose principal beneficiary is such individual or one or more
          members of such immediate family and any Person who is controlled by
          any such member or trust. For purposes of this definition, any Person
          which owns directly or indirectly 20% or more of the securities having
          ordinary voting power for the election of directors or other governing
          body of a corporation or 20% or more of the partnership or other
          ownership interests of any other Person (other than as a limited
          partner of such other Person) will be deemed to "control" (including,
          with its correlative meanings, "controlled by" and "under common
          control with") such corporation or other Person; and


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     (b)  For purposes of Article III, (i) any Subsidiary of such Person or (ii)
          a Parent of such Person.

     "Beneficial Ownership," "Beneficial Owner," and "Beneficially Own" have the
meanings ascribed to such terms in Rule 13d-3 under the Exchange Act.

     "Commission" means the United States Securities and Exchange Commission.

     "Common Stock" means the common stock, par value $0.00001 per share, of the
Company.

     "Company" has the meaning specified therefor in the introductory paragraph
of this Agreement.

     "Competitor" means (a) a provider for third parties of specialized
contracting and maintenance services, primarily for electric,
telecommunications, cable television, natural gas, and transportation
infrastructure (and with respect to natural gas and transportation
infrastructure, only if and when such business lines are a significant part of
the Company's overall business) and (b) in the United States and in other
countries, but only in any of such other countries if and when the Company
develops a substantial market for its services in such country.

     "Conversion Shares" means the shares of Common Stock issuable on conversion
of the Preferred Stock.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

     "Fully Diluted Ownership Ratio" means the ratio that the total number of
shares of Common Stock owned by a Pre-Emptive Purchaser bears to the total
number of shares of Common Stock outstanding, in each case assuming full
conversion of all outstanding securities convertible into Common Stock and full
exercise of all outstanding options, rights and warrants to acquire Common
Stock.

     "Holder" means the record holder of any Registrable Securities.

     "Inspectors" has the meaning specified therefor in Section 2.3(g) of this
Agreement.

     "Investor" has the meaning specified therefor in the introductory paragraph
of this Agreement.

     "Losses" has the meaning specified therefor in Section 2.8 of this
Agreement.

     "New Securities" has the meaning specified therefor in Section 3.2(b) of
this Agreement.

     "Other Holders" has the meaning specified therefor in Section 2.1(d) of
this Agreement.


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     "Parent" means any corporation or other legal entity which at the time
directly or indirectly controls at least a majority of the equity of such entity
having by the terms thereof ordinary voting power to elect a majority of the
board of directors, managers, general partner(s), or other equivalent governing
body of such entity (irrespective of whether or not at the time equity of any
other class or classes of such entity shall have or might have voting power by
reason of the happening of any contingency).

     "Person" means any individual, corporation, company, voluntary association,
partnership, joint venture, trust, limited liability company, unincorporated
organization, government or any agency, instrumentality or political subdivision
thereof, or any other form of entity.

     "Pre-Emptive Purchasers" has the meaning specified therefor in Section 3.1
of this Agreement.

     "Pre-Emptive Right" has the meaning specified therefor in Section 3.1 of
this Agreement.

     "Preferred Stock" means the Company's Series A Convertible Preferred Stock,
par value $0.00001 per share.

     "Proportionate Number" has the meaning specified therefor in Section 3.2(a)
of this Agreement.

     "Records" has the meaning specified therefor in Section 2.3(g) of this
Agreement.

     "Registrable Securities" means the Conversion Shares, the shares of Common
Stock owned by the Investor on the date of this Agreement and any other shares
of Common Stock acquired by the Investor (or any Person or Persons to which all
or a portion of Investor's rights under this Agreement are assigned in
accordance with the terms of this Agreement) after the date of this Agreement,
whether in privately-negotiated or open market transactions, pursuant to the
exercise of rights to purchase shares granted pursuant to this Agreement or
pursuant to stock dividends, stock splits or other distributions in respect of
the Common Stock, until such time as any such securities cease to be Registrable
Securities pursuant to Section 1.2 hereof.

     "Registration Expenses" has the meaning specified therefor in Section
2.7(a) of this Agreement.

     "Registration Statement" has the meaning specified therefor in Section
2.1(b) of this Agreement.

     "Requesting Holder(s)" has the meaning specified therefor in Section 2.1(a)
and (b), as applicable, of this Agreement.

     "Request Notice" has the meaning specified therefor in Section 2.1(a) this
Agreement.

     "Selling Expenses" has the meaning specified therefor in Section 2.7(a) of
this Agreement.


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     "Selling Holder" means a Holder who is selling Registrable Securities
pursuant to a Registration Statement.

     "Settlement and Governance Agreement" has the meaning specified in the
Recital of this Agreement.

     "Subsidiary" means any corporation or other legal entity of which the
Company is the Parent.

     "Transfer" has the meaning specified therefor in Section 4.1 of this
Agreement.

     "Voting Securities" has the meaning specified therefor in Section 2.1(d) of
this Agreement.

     Section 1.2 Registrable Securities. Any Registrable Security will cease to
be a Registrable Security when (a) a Registration Statement covering such
Registrable Security has been declared effective by the Commission and such
Registrable Security has been sold or disposed of pursuant to such effective
Registration Statement; (b) such Registrable Security is disposed of pursuant to
Rule 144 (or any similar provision then in force) under the Securities Act; (c)
such Registrable Security is eligible to be, and at the time of determination
can be, disposed of pursuant to paragraph (k) of Rule 144 (or any similar
provision then in force) under the Securities Act; or (d) such Registrable
Security is held by the Company or one of its Subsidiaries.

                                   ARTICLE II
                               REGISTRATION RIGHTS

     Section 2.1 Demand Registration.

     (a) Request for Registration. At any time after the date hereof, any Holder
or Holders who collectively Beneficially Own at least 50% of the Registrable
Securities may request (a "Request Notice") the Company to register under the
Securities Act all or any portion of the Registrable Securities that are held by
such Holder or Holders (collectively, the "Requesting Holder") for sale in the
manner specified in the Request Notice.

     (b) Company's Obligations. Promptly following receipt of a Request Notice,
the Company shall (i) notify each Holder (except the Requesting Holder) of the
receipt of a Request Notice and (ii) shall use its commercially reasonable
efforts to effect such registration (including, without limitation, preparing
and filing a registration statement under the Securities Act (each such
registration statement, a "Registration Statement") effecting the registration
under the Securities Act, for public sale in accordance with the method of
disposition specified in such Request Notice) of the Registrable Securities
specified in the Request Notice (and in any notices that the Company receives
from other Holders no later than the 15th calendar day after receipt of the
notice sent by the Company) (such other Holders and the Requesting Holders, the
"Requesting Holders"). If such method of disposition shall be an underwritten
public offering, the Company may designate the managing underwriter of such
offering, subject to the approval of the Requesting Holders holding a majority
of the Registrable Securities to be registered, which approval shall not be
withheld unreasonably. The Company shall be obligated to register Registrable
Securities pursuant to this Section 2.1 on not more than three (3) occasions in
the



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aggregate on behalf of all Holders (including any transferees or assignees
of Investor pursuant to Section 2.10); provided, however, that the Company shall
not be required to file a Registration Statement pursuant to a Request Notice
less than six (6) months following the later of the effective date of the most
recent Registration Statement filed pursuant to a Request Notice or the last
sale of securities pursuant to any such Registration Statement.

     (c) Deferral by Company. If the Company has received a Request Notice,
whether or not a Registration Statement with respect thereto has been filed or
has become effective, or an event referred to in Section 2.3(e) has occurred,
and the Company furnishes to the Requesting Holders a copy of a resolution of
the Board of Directors of the Company certified by the Secretary of the Company
stating that in the good faith judgment of the Board of Directors it would not
be in the best interest of the Company's stockholders for such Registration
Statement (i) to be filed on or before the date such filing would otherwise be
required hereunder, (ii) to become effective or (iii) to be updated by
post-effective amendment or prospectus supplement because (A) such action would
materially interfere with a significant acquisition, corporate reorganization or
other similar transaction involving the Company, (B) such action would require
premature disclosure of material information that the Company has a bona fide
business purpose for preserving as confidential, or (C) the Company is unable to
comply with requirements of the Commission, the Company shall have the right,
but not more than once in any 365-day period with respect to any Request Notice,
to defer such filing or effectiveness for such period as may be reasonably
necessary (which period shall not, in any event, exceed 90 calendar days from
the date the response period for Holders pursuant to Section 2.1(b) expires).

     (d) Participation Rights of Company and Others. The Company shall be
entitled to include in any Registration Statement filed pursuant to this Section
2.1, for sale in accordance with the method of disposition specified by the
Requesting Holder, securities of the Company entitled to vote generally in the
election of directors (or any securities convertible into or exchangeable for or
exercisable for the purchase of securities so entitled generally to vote in the
election of directors) (collectively, "Voting Securities") to be sold by the
Company for its own account, except as and to the extent that, in the opinion of
the managing underwriter (if such method of disposition shall be an underwritten
public offering), such inclusion would materially jeopardize the successful
marketing of the Registrable Securities to be sold. Any Person other than a
Holder (the "Other Holders") entitled to piggy-back registration rights with
respect to a Registration Statement filed pursuant to this Section 2.1 may
include Voting Securities of the Company with respect to which such rights apply
in such Registration Statement for sale in accordance with the method of
disposition specified by the Requesting Holder, except and to the extent that,
in the opinion of the managing underwriter (if such method of disposition shall
be an underwritten public offering), such inclusion would materially jeopardize
the successful marketing of the Registrable Securities to be sold. Except as
provided in this subsection (d) and in Section 2.6 of this Agreement, the
Company will not effect any other registration of its Voting Securities (except
with respect to Registration Statements (i) on Form S-4 or S-8 or any forms
succeeding thereto for purposes permissible under such forms as of the date
hereof or (ii) filed in connection with an exchange offer or an offering of
securities solely to the Company's existing stockholders or such other
Registration Statements (A) for the resale of shares issued pursuant to an
employee stock ownership trust or other benefit plan of a business acquired in
an acquisition by the Company or (B) in connection with non-underwritten resales
of securities issued to owners of a business acquired in an acquisition by the
Company), whether for its own account or that of any Other Holder, from the date
of receipt of a Request Notice requesting the registration of an underwritten
public offering until the completion or abandonment of the distribution by the
underwriters of all securities thereunder; provided, however, such restricted
period shall not


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extend beyond the date 90 calendar days subsequent to the effective date of such
Registration Statement.

     (e) Prohibition on Future Grants. From and after the date of this Agreement
and until no Registrable Securities remain outstanding, the Company shall not
grant any demand registration rights to any Person unless such rights are
expressly made subject to the right of the Holders to include an equal number of
shares of the Registrable Securities along with the other Person's shares in any
registration relating to an underwritten public offering, except and to the
extent that, in the opinion of the managing underwriter, the inclusion of all
shares requested to be registered by all Persons holding registration rights,
would materially jeopardize the successful marketing of the securities
(including the Registrable Securities) to be sold.

     Section 2.2 Piggy-Back Registration.

     (a) Company Notice. If the Company proposes to register any Voting
Securities under the Securities Act for sale to the public for cash, whether for
its own account or for the account of Other Holders or both (except with respect
to Registration Statements on Forms S-4 or S-8 or any forms succeeding thereto
for purposes permissible under such forms as of the date hereof or filed in
connection with an exchange offer or an offering of securities solely to the
Company's existing stockholders), each such time it will give written notice to
all Holders of its intention to do so no less than 20 calendar days prior to the
anticipated filing date.

     (b) Request. Upon the written request of any Holder received by the Company
no later than the 15th calendar day after receipt by such Holder of the notice
sent by the Company, to register, on the same terms and conditions as the
securities otherwise being sold pursuant to such registration, any of its
Registrable Securities (which request shall state the intended method of
disposition thereof), the Company will use its commercially reasonable efforts
to cause the Registrable Securities as to which registration shall have been so
requested to be included in the securities to be covered by the Registration
Statement proposed to be filed by the Company, on the same terms and conditions
as any similar securities included therein, all to the extent requisite to
permit the sale or other disposition by each Holder (in accordance with its
written request) of such Registrable Securities so registered; provided,
however, that the Company may at any time, in its sole discretion and without
the consent of any Holder, abandon the proposed offering in which any Holder had
requested to participate.

     (c) Underwriter's Cut-Back. The number of Registrable Securities to be
included in such a registration may be reduced or eliminated if and to the
extent, in the case of an underwritten offering, the managing underwriter shall
render to the Company its opinion that such inclusion would materially
jeopardize the successful marketing of the securities (including the Registrable
Securities) proposed to be sold therein; provided, however, that (a) in the case
of a Registration Statement filed pursuant to the exercise of demand
registration rights of any Other Holders, priority shall be given in the
following manner of allocation: (i) first, to the Other Holders demanding such
registration; (ii) then to the Holders; (iii) then to the Company; and (iv) then
to Other Holders or other stockholders of the Company desiring to participate
with the Company's consent (other than the Other Holders entitled to participate
under clause (i) or (ii)), and (b) in the case of a Registration Statement the
filing of which is initiated by the Company, priority shall be given in the
following order of allocation: (i) first to the Company and (ii) then equally
(on a share-for-share basis) to the Holders and Other Holders. In the event that
the number of Registrable Securities to be included in a registration is to be
reduced as provided above, within 10 business days after receipt by each
Holder proposing to sell Registrable

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<PAGE>

Securities pursuant to the registered offering of the opinion of such managing
underwriter, all such Selling Holders may allocate among themselves the number
of shares of such Registrable Securities which such opinion states may be
distributed without adversely affecting the distribution of the securities
covered by the Registration Statement or, if less, the number of such shares
allocable to Holders of Registrable Securities after reduction for any
allocations to the Company or Other Holders in accordance with the priority
provisions set forth in the preceding sentence, and if such Holders are unable
to agree among themselves with respect to such allocation, such allocation shall
be made in proportion to the respective numbers of shares
specified in their respective written requests.

     (d) Prohibition on Future Grants. From and after the date of this Agreement
and until no Registrable Securities remain outstanding, the Company shall not
grant any piggy-back registration rights to any Person unless such rights are
expressly made subject to the prior right of Holders to include their
Registrable Securities on a pro-rata basis in any registration relating to an
underwritten public offering, except and to the extent that, in the opinion of
the managing underwriter, the inclusion in the offering of all shares requested
to be registered by all Persons holding registration rights would materially
jeopardize the successful marketing of the securities (including the Registrable
Securities) to be sold.

     Section 2.3 Registration Procedures. If and whenever the Company is
required pursuant to this Agreement to effect the registration of any of the
Registrable Securities under the Securities Act, the Company will, as
expeditiously as possible:

     (a) prepare and file as promptly as reasonably possible with the Commission
a Registration Statement, on a form available to the Company, with respect to
such securities (which filing shall be made within 30 calendar days after the
receipt by the Company of a Request Notice) and use its commercially reasonable
efforts to cause such Registration Statement to become and remain effective for
the period of the distribution contemplated thereby (determined pursuant to
subsection (g) below);

     (b) prepare and file with the Commission such amendments and supplements to
such Registration Statement and the prospectus used in connection therewith as
may be necessary to keep such Registration Statement effective for the
distribution period (determined pursuant to subsection (g) below) and as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such Registration Statement;

     (c) furnish to each Selling Holder and to each underwriter such number of
copies of the Registration Statement and the prospectus included therein
(including each preliminary prospectus and each document incorporated by
reference therein to the extent then required by the rules and regulations of
the Commission) as such Persons may reasonably request in order to facilitate
the public sale or other disposition of the Registrable Securities covered by
such Registration Statement;

     (d) if applicable, use its commercially reasonable efforts to register or
qualify the Registrable Securities covered by such Registration Statement under
the securities or blue sky laws of such jurisdictions as the Selling Holders or,
in the case of an underwritten public offering, the managing underwriter, shall
reasonably request, provided that the Company will not be required to qualify
generally to transact business in any jurisdiction where it is not then

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required to so qualify or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject;

     (e) immediately notify each Selling Holder and each underwriter, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus contained in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing and as promptly as
practicable amend or supplement the prospectus or take other appropriate action
so that the prospectus does not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing;

     (f) in the case of an underwritten public offering, furnish upon request,
(i) on the date that Registrable Securities are delivered to the underwriters
for sale pursuant to such Registration Statement, an opinion of counsel for the
Company dated as of such date and addressed to the underwriters and to the
Selling Holders, stating that such Registration Statement has become effective
under the Securities Act and that (A) to the best knowledge of such counsel, no
stop order suspending the effectiveness thereof has been issued and no
proceedings for that purpose have been instituted or are pending or contemplated
under the Securities Act, (B) the Registration Statement, the related
prospectus, and each amendment or supplement thereof comply as to form in all
material respects with the requirements of the Securities Act and the applicable
rules and regulations thereunder of the Commission (except that such counsel
need express no opinion as to the financial statements, or any expertized
schedule, report or information contained or incorporated therein) and (C) to
such other effects as may reasonably be requested by counsel for the
underwriters, and (ii) on the effective date of the Registration Statement and
on the date that Registrable Securities are delivered to the underwriters for
sale pursuant to such Registration Statement, a letter dated such dates from the
independent accountants retained by the Company, addressed to the underwriters
and, if available, to the Selling Holders, stating that they are independent
public accountants within the meaning of the Securities Act and that, in the
opinion of such accountants, the financial statements of the Company and the
schedules thereto that are included or incorporated by reference in the
Registration Statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
requirements of the Securities Act and the published rules and regulations
thereunder, and such letter shall additionally address such other financial
matters (including information as to the period ending no more than five
business days prior to the date of such letter) included in the Registration
Statement in respect of which such letter is being given as the underwriters may
reasonably request;

     (g) make available for inspection by one representative of the Selling
Holders, designated by a majority thereof, any underwriter participating in any
distribution pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by such representative of the Selling Holders
or underwriter (the "Inspectors"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the "Records"),
and cause the Company's officers, directors and employees to supply all
information reasonably requested by any such Inspector in connection with such
Registration Statement; provided, however, that with respect to any Records that
are confidential, the Inspectors shall take such action as the Company may
reasonably request in order to maintain the confidentiality of the Records. For
purposes of subsections (a) and (b) above with respect to demand

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registration only, the period of distribution of Registrable Securities in a
firm commitment underwritten public offering shall be deemed to extend until the
earlier of (a) the date each underwriter has completed the distribution of all
securities purchased by it or (b) the date 90 calendar days subsequent to the
effective date of such Registration Statement, and the period of distribution of
Registrable Securities in any other registration shall be deemed to extend until
the earlier of the sale of all Registrable Securities covered thereby or one
year;

     (h) cause all such Registrable Securities registered pursuant to this
Agreement to be listed on each securities exchange on which similar securities
issued by the Company are then listed;

     (i) use its commercially reasonable efforts to keep effective and maintain
for the period specified in subsection (g) a registration, qualification,
approval or listing obtained to cover the Registrable Securities as may be
necessary for the Selling Holders to dispose thereof and shall from time to time
amend or supplement any prospectus used in connection therewith to the extent
necessary in order to comply with applicable law;

     (j) use its commercially reasonable efforts to cause the Registrable
Securities to be registered with or approved by such other governmental agencies
or authorities as may be necessary by virtue of the business and operations of
the Company to enable the Selling Holders to consummate the disposition of such
Registrable Securities; and

     (k) enter into customary agreements and take such other actions as are
reasonably requested by the Selling Holders or the underwriters, if any, in
order to expedite or facilitate the disposition of such Registrable Securities.

     Each Selling Holder, upon receipt of notice from the Company of the
happening of any event of the kind described in subsection (e) of this Section
2.3, shall forthwith discontinue disposition of the Registrable Securities until
such Selling Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by subsection (e) of this Section 2.3 or until it is
advised in writing by the Company that the use of the prospectus may be resumed,
and has received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus, and, if so directed by the Company,
such Selling Holder will, or will request the managing underwriter or
underwriters, if any, to deliver to the Company (at the Company's expense) all
copies in their possession or control, other than permanent file copies then in
such Selling Holder's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice. If the Company shall
give any such notice, the time periods mentioned in subsection (g) of this
Section 2.3 shall be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date when
each Selling Holder shall have received the copies of the supplemented or
amended prospectus contemplated by subsection (e) of this Section 2.3 hereof or
the notice that they may resume use of the prospectus.

     In connection with each registration hereunder with respect to an
underwritten public offering, the Company and each Selling Holder agrees to
enter into a written agreement with the managing underwriter or underwriters
selected in the manner herein provided in such form and containing such
provisions as are customary in the securities business for such an arrangement
between underwriters and companies of the Company's size and investment stature.



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     Section 2.4 Cooperation By Selling Holders. The Company shall have no
obligation to include in such Registration Statement shares of a Selling Holder
who has failed to timely furnish such information which, in the written opinion
of counsel to the Company, is reasonably required in order for the Registration
Statement to comply with the Securities Act.

     Section 2.5 Restrictions on Public Sale by Selling Holders of Registrable
Securities. To the extent not inconsistent with applicable law, including
insurance codes, each Selling Holder of Registrable Securities that is included
in a Registration Statement which registers Registrable Securities pursuant to
this Agreement agrees not to effect any public sale or distribution of the issue
being registered (or any securities of the Company convertible into or
exchangeable or exercisable for securities of the same type as the issue being
registered) during the 14 business days before, and during the 90 calendar day
period beginning on, the effective date of a Registration Statement filed by the
Company (except as part of such registration), but only if and to the extent
requested in writing (with reasonable prior notice) by the managing underwriter
or underwriters in the case of an underwritten public offering by the Company of
securities of the same type as the Registrable Securities, provided that the
duration of the foregoing restrictions shall be no longer than the duration of
the shortest restriction imposed by the underwriters on the officers or
directors or any other stockholder of the Company on whom a restriction is
imposed; and, provided further that to the extent the Selling Holders do not
participate in the underwritten public offering, the period of time for which
the Company is required to keep any other Registration Statement which includes
Registrable Securities that is effective concurrently with the holdback period
described above continuously effective shall be increased by a period equal to
such requested holdback period.

     Section 2.6 Restrictions on Public Sale by the Company. To the extent
required by an underwriter in an underwritten public offering, the Company
agrees not to effect on its own behalf any public sale or distribution of any
securities similar to those being registered, or any securities convertible into
or exchangeable or exercisable for such securities, during the 14 business days
before, and during the 90 calendar day period beginning on, the effective date
of any Registration Statement in which the Selling Holders of Registrable
Securities are participating except pursuant to such Registration Statement or a
Registration Statement on Form S-8 or Form S-4 or such other Registration
Statements for (a) the resale of shares issued pursuant to an employee stock
ownership trust or other benefit plan of a business acquired in an acquisition
by the Company or (b) in connection with non- underwritten commitments to
register the resale of securities issued to owners of a business acquired in an
acquisition by the Company. This section applies to the demand registration
right only.

     Section 2.7 Expenses.

     (a) Certain Definitions. "Registration Expenses" means all expenses
incident to the Company's performance under or compliance with this Agreement,
including, without limitation, all registration and filing fees, blue sky fees
and expenses, printing expenses, listing fees, fees and disbursements of counsel
and independent public accountants for the Company, fees of the National
Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents
and registrars, costs of insurance and reasonable out-of- pocket expenses,
including, without limitation, all reasonable expenses incurred directly by the
Selling Holders for one legal counsel, but excluding any Selling Expenses.
"Selling Expenses" means all underwriting fees, discounts and selling
commissions allocable to the sale of the Registrable Securities.




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     (b) Parties' Obligations. The Company will pay all Registration Expenses in
connection with each Registration Statement filed pursuant to this Agreement,
whether or not the Registration Statement becomes effective, and the Selling
Holders shall pay all Selling Expenses in connection with any Registrable
Securities registered pursuant to this Agreement.

     Section 2.8 Indemnification.

     (a) By the Company. In the event of a registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless each Selling Holder thereunder and each underwriter,
pursuant to the applicable underwriting agreement with such underwriter, of
Registrable Securities thereunder and each Person, if any, who controls such
Selling Holder or underwriter within the meaning of the Securities Act and the
Exchange Act, against any losses, claims, damages or liabilities (including
reasonable attorneys' fees) (collectively, "Losses"), joint or several, to which
such Selling Holder or underwriter or controlling Person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such Losses
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Securities were registered
under the Securities Act pursuant to this Agreement, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each such Selling Holder,
each such underwriter and each such controlling Person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such Loss or actions; provided, however, that the Company will not
be liable in any such case if and to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by such Selling Holder, such underwriter or such
controlling Person in writing specifically for use in such Registration
Statement or prospectus.

     (b) By the Selling Holder(s). Each Selling Holder agrees to indemnify and
hold harmless the Company, its directors, officers, employees and agents and
each Person, if any, who controls the Company within the meaning of the
Securities Act or of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Selling Holder, but only with respect to
information regarding such Selling Holder furnished in writing by or on behalf
of such Selling Holder expressly for inclusion in any Registration Statement or
prospectus relating to the Registrable Securities, or any amendment or
supplement thereto; provided, however, that the liability of such Selling Holder
shall not be greater in amount than the dollar amount of the proceeds (net of
any Selling Expenses) received by such Selling Holder from the sale of the
Registrable Securities giving rise to such indemnification.

     (c) Notice. Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to any indemnified party other than under this Section 2.8. In any action
brought against any indemnified party, it shall notify the indemnifying party of
the commencement thereof. The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party
and, after notice from the indemnifying party to such


                                       11
<PAGE>


indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 2.8 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that, (i) if the indemnifying party has failed to assume the defense
and employ counsel or (ii) if the defendants in any such action include both the
indemnified party and the indemnifying party and counsel to the indemnified
party shall have concluded that there may be reasonable defenses available to
the indemnified party that are different from or additional to those available
to the indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying
party, then the indemnified party shall have the right to select a separate
counsel and to assume such legal defense and otherwise to participate in the
defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be
reimbursed by the indemnifying party as incurred.

     (d) Contribution. If the indemnification provided for in this Section 2.8
is held by a court or government agency of competent jurisdiction to be
unavailable to the Company or the Selling Holders or is insufficient to hold
them harmless in respect of any Losses, then each such indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such Losses as between the
Company on the one hand and each Selling Holder on the other, in such proportion
as is appropriate to reflect the relative fault of the Company on the one hand
and of each Selling Holder on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations; provided, however, that in no event shall a Selling Holder be
required to contribute an aggregate amount in excess of the dollar amount of
proceeds (net of Selling Expenses) received by such Selling Holder from the sale
of Registrable Securities giving rise to such indemnification. The relative
fault of the Company on the one hand and each Selling Holder on the other shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact has been made by, or relates to, information supplied by such
party, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who is not
guilty of such fraudulent misrepresentation.

     Section 2.9 Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission that may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees to use commercially reasonable efforts to:

     (a) Make and keep public information regarding the Company available, as
those terms are understood and defined in Rule 144 of the Securities Act, at all
times from and after the Closing Date;

     (b) File with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
at all times from and after the Closing Date; and

     (c) So long as a Holder owns any Registrable Securities, furnish to the
Holder forthwith upon written request a written statement by the Company as to
its compliance with the


                                       12
<PAGE>

reporting requirements of Rule 144 and of the Securities Act and the Exchange
Act, a copy of the most recent annual or quarterly report of the Company, and
such other reports and documents so filed as a Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing a Holder to
sell any such securities without registration.

     Section 2.10 Transfer or Assignment of Registration Rights. The rights to
cause the Company to register Registrable Securities granted to Investor by the
Company under this Article II may be transferred or assigned by Investor to a
transferee or assignee of such Registrable Securities that is either (i) an
Affiliate of Investor or (ii) a transferee who becomes subject to Investor's
consents and agreements under the Settlement and Governance Agreement, provided
that in the case of either clause (i) or (ii), the Company is given written
notice prior to said transfer or assignment, stating the name and address of
such transferee or assignee and identifying the securities with respect to which
such registration rights are being transferred or assigned, and, provided
further, that such transferee or assignee assumes in writing the obligations of
Investor under this Agreement. Such registration rights shall not otherwise be
transferable (except for a transfer by operation of law).


                                   ARTICLE III
                                PRE-EMPTIVE RIGHT

     Section 3.1 Pre-Emptive Right. Subject to Section 3.5 hereof, the Company
hereby grants to each Holder (the "Pre-Emptive Purchasers") an irrevocable right
to purchase a Proportionate Number (as defined in Section 3.2(a)) of shares of
Common Stock in respect of the issuance or sale (or deemed issuance or sale) by
the Company, from time to time during each fiscal quarter of the Company
commencing with the fiscal quarter during which this Agreement becomes
effective, of New Securities to third parties (the "Pre-Emptive Right"). The
Pre-Emptive Right shall be subject to the following provisions of this Article
III.

     Section 3.2 Certain Definitions and Determinations.

     (a) Proportionate Number. The "Proportionate Number" of shares of Common
Stock that may be purchased by a Pre-Emptive Purchaser in respect of the
applicable fiscal quarter shall be the number of shares of Common Stock which
such Pre-Emptive Purchaser would be required to purchase in order that such
Pre-Emptive Purchaser's Fully Diluted Ownership Ratio, after giving effect to
the issuance of the number of New Securities (as defined in Section 3.2(b))
issued or sold (or deemed to be issued or sold) by the Company to third parties
during such applicable fiscal quarter of the Company would be equal to such
Pre-Emptive Purchaser's Fully Diluted Ownership Ratio at the beginning of such
fiscal quarter.

     (b) "New Securities" shall mean (i) any Voting Capital Stock (as defined in
Section 3.2(c) below) of the Company whether now authorized or not and (ii) in
the case of the issuance or sale of rights, options, or warrants to purchase
such Voting Capital Stock, and securities of any type whatsoever that are, or
may become, convertible into Voting Capital Stock (collectively, "Capital Stock
Equivalents"), the Voting Capital Stock issued upon the exercise or conversion
of such Capital Stock Equivalents (including securities issued upon conversion
or exercise of any currently outstanding Capital Stock Equivalents); provided
that the term "New Securities" does not include (i) securities issuable upon
conversion of the Preferred Stock; (ii) securities issued in connection with any
stock split, stock dividend or recapitalization of the


                                       13
<PAGE>

Company; or (iii) securities issued upon conversion or exercise of any Capital
Stock Equivalents if the Pre-Emptive Right was provided upon the issuance of
such Capital Stock Equivalent.

     (c) "Voting Capital Stock" shall mean Common Stock or other capital stock
which is entitled to vote generally with the Common Stock upon the election of
directors and other matters submitted to a general vote of stockholders.

     (d) "Closing Price" shall mean on any particular date (i) the last sale
price per share of the Common Stock on such date on the principal stock exchange
on which the Common Stock has been listed or, if there is no such price on such
date, then the last sale price on such exchange on the date nearest preceding
such date, (ii) if the Common Stock is not listed on any stock exchange, the
final bid price for a share of Common Stock in the over-the-counter market, as
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") at the close of business on such date, or the last sales price
if such price is reported and final bid prices are not available, (iii) if the
Common Stock is not quoted on the NASDAQ, the bid price for a share of Common
Stock in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding to its
functions of reporting prices), or (iv) if the Common Stock is no longer
publicly traded, as determined in good faith by the Board of Directors of the
Company based upon the price that would be paid by a willing buyer of the shares
at issue, in a sale process designed to maximize value and attract a reasonable
number of participants to provide a fair determination of such value.

     Section 3.3 Mechanics. In the event the Company issues or sells (or is
deemed to issue or sell) New Securities during any fiscal quarter of the
Company, within two business days after the end of such fiscal quarter, the
Company shall give each Pre-Emptive Purchaser written notice of the issuance or
sale, describing the type of New Securities issued or sold, the date of the
issuance or sale (or deemed issuance or sale), the Proportionate Number of
shares of Common Stock that it may acquire as a result of the issuance or sale
of such New Securities and the aggregate purchase price payable by it upon
exercise of its Pre-Emptive Right (including relevant details as to the
calculation of such purchase price). The purchase price for each such share of
Common Stock shall be equal to the Closing Price of the Common Stock on the date
of issuance or sale (or deemed issuance or sale) of the corresponding New
Security. Each Pre-Emptive Purchaser shall exercise its Pre- Emptive Right (if
at all) by delivering, within 10 business days after the end of such fiscal
quarter in which the New Securities were issued or sold (or deemed to be issued
or sold), (a) notice to the Company stating therein the quantity of its
Proportionate Number of shares of Common Stock to be purchased and (b) payment
to the Company of the aggregate purchase price for such shares in immediately
available funds. Thereupon, the Company shall promptly issue and deliver such
Pre-Emptive Purchaser a certificate or certificates for the number of shares of
Common Stock which the Pre-Emptive Purchaser has elected to purchase.
Notwithstanding the foregoing, in the event that the Company shall notify a
Pre-Emptive Purchaser in writing that the Company intends to effect a sale of
any New Securities in an underwritten offering under the Securities Act or under
Rule 144A of the Securities Act (which notice shall include the proposed maximum
number of securities to be offered and the estimated price range per share),
such Pre-Emptive Purchaser shall notify the Company within 72 hours after
receipt of such notice as to such Pre-Emptive Purchaser's election to
participate as a purchaser in such offering with respect to the number of shares
of Common Stock in such offering, if any, subject to such Pre-Emptive
Purchaser's Pre-Emptive Rights. A Pre-Emptive Purchaser's participation in such
offering shall supersede any Pre-Emptive Right with respect to the securities
which are the subject of such offering, and in the


                                       14
<PAGE>


event a Pre-Emptive Purchaser elects not to participate as a purchaser in such
offering, such Pre-Emptive Purchaser shall not have any Pre-Emptive Right with
respect to the securities so offered.

     Section 3.4 Adjustments. The applicable purchase price and the
Proportionate Number shall be adjusted appropriately to reflect stock dividends,
combinations, splits, reclassifications, exchanges, substitutions or other
similar adjustments with respect to the Common Stock during the relevant fiscal
quarter that occur prior to the exercise of the applicable Pre-Emptive Right.

     Section 3.5 Transfer of Pre-Emptive Right. Subject to Section 3.6, all or a
portion of the Pre-Emptive Right set forth in this Article III may be
transferred or assigned by Investor, only to a transferee or assignee of
Registrable Securities that is either (i) an Affiliate of Investor or (ii) a
transferee who becomes subject to Investor's covenants and agreements under the
Settlement and Governance Agreement, provided that in the case of clause (i) or
(ii), (x) the Company is given written notice prior to said transfer or
assignment, stating the name and address of such transferee or assignee and
identifying the securities with respect to which such Pre-Emptive Rights are
being transferred or assigned, (y) such transferee or assignee assumes in
writing the obligations of such Pre-Emptive Purchaser under this Agreement and
(z) in the case of a partial transfer, Investor retains a pro rata Pre-Emptive
Right to the extent of any Registrable Securities not transferred or assigned.
Such pre-emptive rights shall not otherwise be transferable (except for a
transfer by operation of law).

     Section 3.6 Termination of Pre-Emptive Right. The Pre-Emptive Right granted
under this Agreement shall terminate as to any Holder if the total number of
Registrable Securities owned by such Holder represents less than 10% of the
total number of shares of Common Stock outstanding (assuming full conversion of
all Preferred Stock).

                                   ARTICLE IV
                               TRANSFERS OF SHARES

     Section 4.1 Transfers. Except as otherwise expressly provided herein or in
the Settlement and Governance Agreement and subject to applicable law, a Holder
may, voluntarily or involuntarily, directly or indirectly, sell, transfer,
assign, donate, pledge or otherwise encumber or dispose of any interest in all
or any portion of the shares of Preferred Stock and the Conversion Shares (a
"Transfer") without restriction.

     Section 4.2 Securities Laws; Assignment of Obligations. A Holder shall not
effect any Transfer until:

     (a) There is then in effect a Registration Statement covering such proposed
disposition and such disposition is made in accordance with such Registration
Statement; or

     (b) Such Holder shall have notified the Company of the proposed disposition
and shall have furnished the Company with a detailed statement of the
circumstances surrounding the proposed disposition, and if reasonably requested
by the Company, such Holder shall have furnished the Company with an opinion of
counsel, reasonably satisfactory to the Company, that such disposition is exempt
from registration under the Securities Act; provided however, that it is agreed
that the Company will not require opinions of Holder's counsel for transactions
made pursuant to Rule 144 except in unusual circumstances.


                                       15
<PAGE>


     Section 4.3 Transfers to Competitors. A Holder may not Transfer any portion
of the Preferred Stock to any Competitor.

     Section 4.4 Legend.

     (a) Each certificate representing Preferred Stock shall (unless otherwise
permitted by the provisions of this Agreement or the Settlement and Governance
Agreement) be stamped or otherwise imprinted with a legend substantially similar
to the following (in addition to any legend required under applicable state
securities laws):

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED
     FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
     AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND
     ANY APPLICABLE STATE SECURITIES LAW OR UNLESS THE COMPANY HAS RECEIVED AN
     OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
     NOT REQUIRED TO EFFECTUATE SUCH TRANSACTION.

     THE SALE, TRANSFER OR PLEDGE OF THIS CERTIFICATE IS SUBJECT TO THE TERMS
     AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR'S RIGHTS
     AGREEMENT AND A CERTAIN SETTLEMENT AND GOVERNANCE AGREEMENT BETWEEN THE
     COMPANY AND CERTAIN HOLDERS OF ITS SECURITIES, AS THE SAME MAY BE AMENDED
     AND IN EFFECT FROM TIME TO TIME. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED
     UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. THE SALE, TRANSFER OR
     PLEDGE OF THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE
     AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY, AS THE
     SAME MAY BE AMENDED AND IN EFFECT FROM TIME TO TIME. COPIES OF SUCH
     CERTIFICATE MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
     COMPANY.

     (b) The Company shall be obligated to reissue promptly unlegended
certificates at the request of any Holder if the Holder shall have obtained an
opinion of counsel at such Holder's expense (which counsel may be counsel to the
Company) reasonably acceptable to the Company to the effect that the securities
proposed to be disposed of may lawfully be so disposed of under Rule 144(k) (or
any successor thereto or substantially equivalent exemption) without
registration, qualification or legend.

     Section 4.5 Improper Transfer. Any attempt to Transfer any Preferred Stock
which is not in accordance with this Agreement shall be null and void, and the
Company shall not give any effect to such attempted Transfer in the records of
the Company.

                                    ARTICLE V
                                  MISCELLANEOUS



                                       16
<PAGE>

     Section 5.1 [Intentionally Omitted.]

     Section 5.2 Communications. All notices and other communications provided
for or permitted hereunder shall be made in writing by telecopy, courier service
or personal delivery:

     (a) if to a Holder, at the most current address given by such Holder to the
Company in accordance with the provisions of this Section 5.2, which address
initially is, with respect to Investor, the address set forth in the Settlement
and Governance Agreement, and

     (b) if to the Company, initially at its address set forth in the Settlement
and Governance Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 5.2. All such notices
and communications shall be deemed to have been received at the time delivered
by hand, if personally delivered; when receipt acknowledged, if telecopied or
sent via Internet electronic mail; and when actually received, if sent by any
other means.

     Section 5.3 Successor and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including subsequent holders of Registrable Securities as set forth in
Section 5.11.

     Section 5.4 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one
and the same Agreement.

     Section 5.5 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     Section 5.6 Governing Law. This Agreement will be construed in accordance
with and governed by the laws of the State of Delaware without regard to
principles of conflicts of laws. Any judicial proceedings with respect to this
Agreement shall be brought in a federal or state court located in the State of
Delaware, and by execution and delivery of this Agreement, each party accepts,
generally and unconditionally, the exclusive jurisdiction of such court and any
related appellate court, irrevocably agrees to be bound by any judgment rendered
thereby, and waives any objection to the laying of venue in any such proceedings
in such courts. The parties hereto agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions, including preliminary relief, to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof, this being in
addition to any other remedy to which they are entitled at law or in equity. If
any party shall institute any action or proceeding to enforce the provisions
hereof, the party against whom such action or proceeding is brought hereby
waives any claim or defense therein that the plaintiff party has an adequate
remedy at law.

     Section 5.7 Severability of Provisions. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions


                                       17
<PAGE>


hereof or affecting or impairing the validity or enforceability of such
provision in any other jurisdiction.

     Section 5.8 Entire Agreement. This Agreement and the Settlement and
Governance Agreement, together with the Strategic Alliance Agreement and the
Securities Purchase Agreement previously executed and delivered by the Company
and Investor, are intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the rights granted by the Company set forth herein. This Agreement and such
other Agreements supersede all prior agreements and understandings between the
parties with respect to such subject matter (including without limitation the
Original Agreement). Without limiting the foregoing, to the extent that any
provision therein is inconsistent with, or deals with the same subject matter
as, any provision of this Agreement, the Securities Purchase Agreement is hereby
superseded.

     Section 5.9 Attorneys' Fees. In any action or proceeding brought to enforce
any provision of this Agreement, the successful party shall be entitled to
recover reasonable attorneys' fees in addition to its costs and expenses and any
other available remedy.

     Section 5.10 Amendment. This Agreement may be amended only by means of a
written amendment signed by the Company and by Holders owning a majority of the
Registrable Securities.

     Section 5.11 Rights of Assignee. Subject to the provisions of Sections
2.10, 3.5 and 4.4 hereof, the rights of an assignee under this Section 5.11
shall be the same rights granted to the assigning Holder under this Agreement.
In connection with any such assignment, the term "Holder" as used herein shall,
where appropriate to assign the rights and obligations of the assigning Holder
hereunder to such assignee, be deemed to refer to the assignee.

     Section 5.12 No Presumption. In the event any claim is made by a party
relating to any conflict, omission, or ambiguity in this Agreement, no
presumption or burden of proof or persuasion shall be implied by virtue of the
fact that this Agreement was prepared by or at the request of a particular party
or its counsel.

     Section 5.13 References to this Agreement. References to numbered or
lettered articles, section, and subsections refer to articles, sections, and
subsections, respectively, of this Agreement unless otherwise expressly stated.




                                       18
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                                       QUANTA SERVICES, INC.


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


                                       AQUILA, INC.


                                       By:    /s/ Keith G. Stamm
                                           ------------------------------
                                           Name:  Keith G. Stamm
                                           Title: President and COO
                                                  Global Networks Group





                     SIGNATURE PAGE TO AMENDED AND RESTATED
                           INVESTOR'S RIGHTS AGREEMENT




</TEXT>
</DOCUMENT>
