NATIONAL SERVICE INDUSTRIES INC
EXHIBIT 10(III)A(2)
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<DESCRIPTION>EXHIBIT 10(III)A(2)
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Page 22
                                                             Exhibit 10(iii)A(2)

May 3, 2000




Joseph G. Parham, Jr.
27 Whitney Street
Chestnut Hill, Massachusetts   02467-2936


Dear Joe:


         This  letter  will  confirm  the terms of your  employment  by National
Service Industries, Inc. ("NSI"), effective May 15, 2000 (the "Effective Date").
We are enthusiastic  about your decision to join NSI and look forward to working
with you to build a bigger, stronger NSI.

         The terms of your employment, which are subject, of course, to approval
by our Executive  Resource and  Nominating  Committee and the Board of Directors
(or its  Executive  Committee)  and  satisfactory  completion  of  NSI's  normal
pre-employment screening procedures, will be as follows:

         1. Title and Duties - As Senior Vice  President,  Human Resources , you
will be an executive  officer of NSI reporting to the Chairman,  President,  and
Chief  Executive  Officer  of NSI.  You will have  responsibility  for the Human
Resources  function of NSI and its  businesses  and any other duties  consistent
with your position which may be assigned to you by the Chairman,  President, and
Chief  Executive  Officer  of NSI.  You will  devote  substantially  all of your
working time and attention to the business and affairs of NSI.

         2. Base Salary - Your base salary will be Twenty-five  Thousand Dollars
($25,000)  per month or the  equivalent  annual rate of Three  Hundred  Thousand
Dollars ($300,000),  subject to annual review.  Executive officer reviews at NSI
are  normally  conducted  for the  April  Board  meeting  effective  March 1. In
addition,  you will receive a signing  bonus of Ten Thousand  Dollars  ($10,000)
payable within thirty (30) days after the Effective Date.

         3. Annual  Incentive  Compensation  - You will  participate  in the NSI
Management  Compensation  and  Incentive  Plan (the  "MCIP") for the fiscal year
beginning  September  1,  2000  with a target  bonus  equal to 45% of your  base
salary.  For the fiscal year ending  August 31,  2000,  you will receive a bonus
equal to $39,945.

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                                                             Exhibit 10(iii)A(2)

         4. Long-Term  Achievement  Incentive Plan - You will receive a grant of
employee  stock  options  for ten  thousand  (10,000)  shares of stock under our
current  long-term  incentive  plan upon your  arrival at NSI.  You will also be
entitled to participate in the aspiration award portion of the current long-term
incentive  plan on a prorated  basis for the  number of months you are  employed
with NSI during the remainder of the three-year cycle ending August 31, 2001 and
the remainder of the three-year  cycle ending August 31, 2002. In addition,  you
will  participate in the Plan for the three-year  cycle  beginning  September 1,
2000 on a comparable  basis with other  executive  officers of NSI who report to
me. This Plan  currently  provides for annual grants of stock options and annual
"aspiration  awards"  having a total value equal to 160% of salary at commitment
(or target) level  performance.  Stock options  represent 70% of total value (or
112% of salary) and  aspiration  awards  represent 30% of total value (or 48% of
salary) at commitment level  performance.  The payout for aspiration  awards for
aspiration level  performance is equal to five times the value of the payout for
commitment level  performance (or 240% of salary).  Failure to achieve threshold
level performance will result in no payout.

         5. Retirement Plans - Upon satisfying the eligibility requirements, you
will be eligible to participate in NSI's  tax-qualified  retirement  plans,  NSI
Pension  Plan C and the NSI  401(k)  Plan for  Corporate  Office  Employees.  In
addition,  upon  employment,  you will become a participant in the  Supplemental
Retirement Plan for Executives of NSI (the "SERP"). Your benefits under the SERP
will be determined  pursuant to the standard terms of the SERP,  except that you
will be credited  with service  under the SERP for each year of actual  service,
you will become vested in your SERP benefit after  completing  five (5) years of
employment with NSI, and you will be eligible for early  retirement at age sixty
(60).  If, after the  retirement or earlier  termination  of James S. Balloun as
Chairman,  President,  and Chief  Executive  Officer  of NSI,  but prior to your
completion of five (5) years of service with NSI, your  employment is terminated
for any  reason  other than  voluntary  termination,  termination  upon death or
Disability  (as  defined  below),  or  termination  by NSI for Cause (as defined
below),  you will be  eligible  for  early  retirement  benefits  at the time of
termination as if you were 55 and based on five (5) years of service.

         6. Deferred  Compensation  Plans - You will be eligible to  participate
immediately in the NSI Executives'  Deferred  Compensation Plan (the "EDCP") and
the NSI  Supplemental  Deferred  Savings Plan (the "SDSP").  Under the EDCP, you
will initially be able to defer up to $2500 from your annual bonus; the deferred
amount is matched by NSI and bears  interest at a variable  rate,  currently the
prime rate less two percentage  points.  Under the SDSP, you may defer up to 50%
of your annual cash compensation,  and your deferral earns interest at the prime
rate. (As an executive  officer with  eligibility  for the SERP, you will not be
eligible to receive the company contribution or match under the SDSP.)

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                                                             Exhibit 10(iii)A(2)


         7. Medical,  Life Insurance,  and Other Employee Benefits - You will be
eligible to participate in the medical, dental, life insurance,  disability, and
other benefit programs generally made available by NSI to its executive officers
and their families, including a car allowance of Four Hundred Dollars ($400) per
month. We will reimburse you for your COBRA expenses until you are covered under
our  program.  You will  also be  eligible  to  participate  in NSI's  financial
planning program.  In addition,  you will be entitled to four (4) weeks vacation
per calendar year.

         8.  Relocation  Expenses  -  NSI  will  pay  the  following  relocation
expenses:

(a)      your expenses for moving your household effects to Atlanta;

(b)      brokerage  and closing costs (up to two points) you incur in connection
         with the sale of your home in Chestnut Hill, Massachusetts and the
         purchase of a home in Atlanta;

(c)      reasonable  travel  expenses  to and from  Chestnut Hill, Massachusetts
         until  you have  moved  your  residence  to Atlanta; and

(d)      a  one-time  payment  of one  month's salary for your assistance in the
         relocation.

In addition  to the  foregoing,  we will  assist you in  obtaining a bridge loan
should you purchase a home in Atlanta before selling your home in Chestnut Hill.

         9.  Employment  at  Will/Severance  Payment/Change  in  Control  - Your
employment  will be at will and may be  terminated  by either  NSI or you at any
time for any reason, with or without notice.  Except in the event of termination
in  connection  with a Change in  Control of NSI (as  defined  in the  Severance
Protection Agreement that will cover you), you will be entitled to the following
severance  payment:  If your  employment is terminated for any reason other than
voluntary termination,  termination upon death or Disability (as defined below),
or termination by NSI for Cause (as defined below), you will receive a severance
payment (payable in semi-monthly installments) equal to your then current salary
for a period of twelve (12) months,  subject to your  execution of a release and
severance agreement in a form acceptable to both parties.

For  purposes of  entitlement  to a severance  benefit,  "Cause"  shall mean any
act(s) on your part that  constitutes  fraud, a felony involving  dishonesty,  a
breach of fiduciary  duty,  insubordination,  or gross  malfeasance  or habitual
neglect of your duties for NSI, and "Disability" shall mean a physical or mental
infirmity  which  impairs your ability to  substantially  perform your duties as
Senior Vice President,  Human Resources with or without reasonable accommodation
for a period of one hundred eighty (180) consecutive days.

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                                                             Exhibit 10(iii)A(2)

With respect to Change in Control situations, you will be covered by a Severance
Protection  Agreement  with  the  same  provisions  as are  applicable  to NSI's
executive officers. In the event of your termination in connection with a Change
in  Control  that  entitles  you to  benefits  under  the  Severance  Protection
Agreement,  you will receive the greater of the  payments and benefits  provided
under the Severance  Protection  Agreement or the severance  payments  described
above.

         The base salary, annual incentive,  long-term incentives,  nonqualified
retirement benefits, and any severance payments will be structured to ensure the
tax deductibility to NSI of the payments and benefits under the Internal Revenue
Code of 1986.

         We will prepare a SERP provision and Severance  Protection Agreement to
evidence the arrangements set forth in this letter.

         We are  delighted you are joining NSI and we look forward to a long and
mutually  satisfactory  relationship.   This  letter  outlines  your  employment
relationship with NSI; if you agree with the employment terms as outlined above,
please sign and date both copies of this letter agreement and return one copy to
me at your earliest convenience.

                                   Sincerely,


                                   /S/ James S. Balloun

                                   James S. Balloun



ACCEPTED AND AGREED TO THIS

15th DAY OF MAY , 2000



/S/ Joseph G. Parham, Jr.
    Joseph G. Parham, Jr.

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