<SUBMISSION>
<ACCESSION-NUMBER>0000950129-01-502576
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20010630
<FILING-DATE>20010814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>QUANTA SERVICES INC
<CIK>0001050915
<ASSIGNED-SIC>1731
<IRS-NUMBER>742851603
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-13831
<FILM-NUMBER>1709430
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1360 POST OAK BLVD
<STREET2>SUITE 2100
<CITY>HOUSTON
<STATE>TX
<ZIP>77056
<PHONE>7133506000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1360 POST OAK BLVD SUITE 2100
<CITY>HOUSTON
<STATE>TX
<ZIP>77056
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>h89736e10-q.txt
<DESCRIPTION>QUANTA SERVICES, INC. - JUNE 30, 2001
<TEXT>
<PAGE>   1

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ---------------------

                                   FORM 10-Q
                             ---------------------

(MARK ONE)
    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                       OR

    [ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM        TO        .

                         COMMISSION FILE NO. 001-13831

                             QUANTA SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                             ---------------------

<Table>
<S>                                             <C>
                  DELAWARE                                       74-2851603
       (State or other jurisdiction of              (I.R.S. Employer Identification No.)
       incorporation or organization)
</Table>

                              1360 POST OAK BLVD.
                                   SUITE 2100
                              HOUSTON, TEXAS 77056
                    (Address of principal executive offices)

              Registrant's telephone number, including area code:
                                 (713) 629-7600

                             ---------------------

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

58,698,244 shares of Common Stock were outstanding as of August 10, 2001. As of
the same date, 1,627,498 shares of Limited Vote Common Stock were outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

                                     INDEX

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
  QUANTA SERVICES, INC. AND SUBSIDIARIES
  Consolidated Balance Sheets...............................    1
  Consolidated Statements of Operations.....................    2
  Consolidated Statements of Cash Flows.....................    3
  Notes to Condensed Consolidated Financial Statements......    4
ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.................    9
ITEM 3. Quantitative and Qualitative Disclosures About
        Market Risk.........................................   12

PART II. OTHER INFORMATION
ITEM 2. Changes in Securities...............................   13
ITEM 4. Submission of Matters to a Vote of Security
        Holders.............................................   13
ITEM 6. Exhibits and Reports on Form 8-K....................   14
Signature...................................................   15
</Table>

                                        i
<PAGE>   3

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT SHARE INFORMATION)

<Table>
<Caption>
                                                              DECEMBER 31,    JUNE 30,
                                                                  2000          2001
                                                              ------------   -----------
                                                                             (UNAUDITED)
<S>                                                           <C>            <C>
                                         ASSETS


CURRENT ASSETS:
  Cash and cash equivalents.................................   $   17,306    $    2,772
  Accounts receivable, net of allowance of $15,612 and
     $33,536................................................      466,869       485,913
  Costs and estimated earnings in excess of billings on
     uncompleted contracts..................................       71,842        77,437
  Inventories...............................................       19,874        25,361
  Prepaid expenses and other current assets.................       26,516        36,077
                                                               ----------    ----------
          Total current assets..............................      602,407       627,560
PROPERTY AND EQUIPMENT, net.................................      341,029       375,081
OTHER ASSETS, net...........................................       24,627        20,917
GOODWILL, net...............................................      906,031     1,002,024
                                                               ----------    ----------
          Total assets......................................   $1,874,094    $2,025,582
                                                               ==========    ==========

                          LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Current maturities of long-term debt......................   $    8,772    $    7,825
  Accounts payable and accrued expenses.....................      215,684       243,935
  Billings in excess of costs and estimated earnings on
     uncompleted
     contracts..............................................       27,981        34,131
                                                               ----------    ----------
          Total current liabilities.........................      252,437       285,891
LONG-TERM DEBT, net of current maturities...................      318,602       340,788
CONVERTIBLE SUBORDINATED NOTES..............................      172,500       172,500
DEFERRED INCOME TAXES AND OTHER NON-CURRENT LIABILITIES.....       61,599        71,859
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Preferred Stock, $.00001 par value, 10,000,000 shares
     authorized:
     Series A Convertible Preferred Stock, 3,444,961 shares
      issued and outstanding................................           --            --
  Common Stock, $.00001 par value, 300,000,000 shares
     authorized, 56,400,546 and 58,423,226 shares issued and
     outstanding, respectively..............................           --            --
  Limited Vote Common Stock, $.00001 par value, 3,345,333
     shares authorized, 1,765,912 and 1,640,137 shares
     issued and outstanding, respectively...................           --            --
  Additional paid-in capital................................      882,344       922,410
  Retained earnings.........................................      186,612       232,134
                                                               ----------    ----------
          Total stockholders' equity........................    1,068,956     1,154,544
                                                               ----------    ----------
          Total liabilities and stockholders' equity........   $1,874,094    $2,025,582
                                                               ==========    ==========
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        1
<PAGE>   4

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
                                  (UNAUDITED)

<Table>
<Caption>
                                                   THREE MONTHS ENDED      SIX MONTHS ENDED
                                                        JUNE 30,               JUNE 30,
                                                   -------------------   ---------------------
                                                     2000       2001       2000        2001
                                                   --------   --------   --------   ----------
<S>                                                <C>        <C>        <C>        <C>
REVENUES.........................................  $423,526   $503,342   $757,263   $1,022,360
COST OF SERVICES (including depreciation)........   324,890    392,588    585,946      802,654
                                                   --------   --------   --------   ----------
  Gross profit...................................    98,636    110,754    171,317      219,706
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.....    33,515     60,495     63,466      102,528
GOODWILL AMORTIZATION............................     4,611      6,553      8,827       12,857
                                                   --------   --------   --------   ----------
  Income from operations.........................    60,510     43,706     99,024      104,321
OTHER INCOME (EXPENSE):
  Interest expense...............................    (6,410)    (9,138)   (10,943)     (18,366)
  Other, net.....................................       838       (581)     1,387         (559)
                                                   --------   --------   --------   ----------
INCOME BEFORE INCOME TAX PROVISION...............    54,938     33,987     89,468       85,396
PROVISION FOR INCOME TAXES.......................    23,843     17,304     38,829       39,410
                                                   --------   --------   --------   ----------
NET INCOME.......................................    31,095     16,683     50,639       45,986
DIVIDENDS ON PREFERRED STOCK.....................       232        232        464          464
                                                   --------   --------   --------   ----------
NET INCOME ATTRIBUTABLE TO COMMON STOCK..........  $ 30,863   $ 16,451   $ 50,175   $   45,522
                                                   ========   ========   ========   ==========
BASIC EARNINGS PER SHARE.........................  $   0.45   $   0.21   $   0.75   $     0.59
                                                   ========   ========   ========   ==========
DILUTED EARNINGS PER SHARE.......................  $   0.42   $   0.21   $   0.70   $     0.59
                                                   ========   ========   ========   ==========
SHARES USED IN COMPUTING EARNINGS PER SHARE:
     Basic.......................................    68,160     77,073     66,710       76,643
                                                   ========   ========   ========   ==========
     Diluted.....................................    75,496     78,649     73,985       78,182
                                                   ========   ========   ========   ==========
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        2
<PAGE>   5

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<Table>
<Caption>
                                                          THREE MONTHS ENDED      SIX MONTHS ENDED
                                                               JUNE 30,               JUNE 30,
                                                          -------------------   ---------------------
                                                            2000       2001       2000        2001
                                                          --------   --------   ---------   ---------
<S>                                                       <C>        <C>        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income attributable to common stock...............  $30,863    $16,451    $  50,175   $  45,522
  Adjustments to reconcile net income attributable to
    common stock to net cash provided by operating
    activities  --
    Depreciation and amortization.......................   12,998     19,496       25,405      38,158
    Loss on sale of property and equipment..............      276        655           57         755
    Deferred income tax provision (benefit).............    2,173     (4,801)       2,346      (3,901)
    Preferred stock dividend............................      232        232          464         464
    Changes in operating assets and liabilities, net of
       non-cash transactions  --
    (Increase) decrease in  --
       Accounts receivable, net.........................  (40,764)   (19,544)     (66,991)    (13,087)
       Costs and estimated earnings in excess of
         billings on uncompleted contracts..............    4,878      1,011         (608)     (5,400)
       Inventories......................................   (1,523)    (2,370)      (3,244)     (4,012)
       Prepaid expenses and other current assets........      870        999          193       3,613
    Increase (decrease) in --
       Accounts payable and accrued expenses............    6,048     16,525       11,564      24,663
       Billings in excess of costs and estimated
         earnings on uncompleted contracts..............    2,054      3,339         (167)      6,058
       Other, net.......................................       63     (1,236)          63      (1,462)
                                                          -------    -------    ---------   ---------
         Net cash provided by operating activities......   18,168     30,757       19,257      91,371
                                                          -------    -------    ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property and equipment..........      359        827          885       1,911
  Additions of property and equipment...................  (21,380)   (25,755)     (43,322)    (54,357)
  Cash paid for acquisitions, net of cash acquired......  (46,684)    (5,582)     (85,659)    (82,452)
  Notes receivable......................................       --         --           --       2,658
  Net proceeds from sale of business....................       --         --        2,410          --
                                                          -------    -------    ---------   ---------
         Net cash used in investing activities..........  (67,705)   (30,510)    (125,686)   (132,240)
                                                          -------    -------    ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (payments) under bank lines of
    credit..............................................   50,138     (2,170)     (53,186)     27,120
  Proceeds from other long-term debt....................    1,540        101      151,682       1,570
  Payments on other long-term debt......................  (12,422)    (6,566)     (17,075)    (11,905)
  Debt issuance costs...................................       --         --       (2,104)         --
  Issuances of stock, net of offering costs.............    5,140         --        9,373       4,098
  Exercise of stock options.............................    5,304      4,598        9,337       5,452
                                                          -------    -------    ---------   ---------
         Net cash provided by (used in) financing
           activities...................................   49,700     (4,037)      98,027      26,335
                                                          -------    -------    ---------   ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....      163     (3,790)      (8,402)    (14,534)
CASH AND CASH EQUIVALENTS, beginning of period..........    2,210      6,562       10,775      17,306
                                                          -------    -------    ---------   ---------
CASH AND CASH EQUIVALENTS, end of period................  $ 2,373    $ 2,772    $   2,373   $   2,772
                                                          =======    =======    =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for  --
    Interest............................................  $ 3,263    $ 2,889    $   7,246   $  17,374
    Income taxes........................................   26,403      5,661       37,255       6,175
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                        3
<PAGE>   6

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1. BUSINESS AND ORGANIZATION:

     Quanta Services, Inc. is a leading provider of specialized contracting
services, offering end-to-end network solutions to the telecommunications,
electric power and cable television industries. Our comprehensive services
include designing, installing, repairing and maintaining network infrastructure.
Reference herein to the "Company" includes Quanta and its subsidiaries. The
consolidated financial statements of the Company include the accounts of Quanta
and its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

     Since its inception and through 2000, Quanta acquired 77 businesses. The
Company has acquired six additional businesses through June 30, 2001 for an
aggregate consideration of approximately 1.0 million shares of common stock and
$78.1 million in cash. The Company intends to continue to acquire, through
merger or purchase, similar companies to expand its national and regional
operations.

     In the course of its operations, the Company is subject to certain risk
factors, including but not limited to: rapid technological and structural
changes in the industries the Company serves, risks related to internal growth
and operating strategies, risks associated with an economic downturn, the
collectibility of receivables, risks related to acquisition financing and
integration, significant fluctuations in quarterly results, risks associated
with contracts, management of growth, dependence on key personnel, availability
of qualified employees, unionized workforce, competition, recoverability of
goodwill, potential exposure to environmental liabilities and anti-takeover
measures.

     The board of directors of the Company has authorized a Stock Repurchase
Plan under which up to $75 million of the Company's common stock may be
repurchased. Under the Stock Repurchase Plan, the Company may conduct purchases
through open market transactions in accordance with applicable securities laws.
Through August 10, 2001, the Company has repurchased 35,200 shares of common
stock under the Stock Repurchase Plan. The amount of shares purchased and the
timing of any purchases will be based on a number of factors, including the
number of shares needed for replenishment of employee benefit plans, the market
price of the stock, market conditions and as the Company's management deems
appropriate. As a result of these factors, the actual number of shares to be
repurchased cannot be determined at this time.

  Interim Condensed Consolidated Financial Information

     These unaudited condensed consolidated financial statements have been
prepared pursuant to the rules of the SEC. Certain information and footnote
disclosures, normally included in annual financial statements prepared in
accordance with accounting principles generally accepted in the United States,
have been condensed or omitted pursuant to those rules and regulations. The
Company believes that the disclosures made are adequate to make the information
presented not misleading. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary to fairly present the
financial position, results of operations and cash flows with respect to the
interim consolidated financial statements have been included. The results of
operations for the interim periods are not necessarily indicative of the results
for the entire fiscal year. The results of the Company have historically been
subject to significant seasonal fluctuations.

     It is suggested that these condensed consolidated financial statements be
read in conjunction with the audited financial statements and notes thereto of
Quanta Services, Inc. and subsidiaries included in the Company's Annual Report
on Form 10-K, which was filed with the SEC on April 2, 2001.

  Use of Estimates and Assumptions

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect (i) the reported amounts
                                        4
<PAGE>   7
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of assets and liabilities, (ii) the disclosure of contingent assets and
liabilities known to exist as of the date the financial statements are published
and (iii) the reported amount of net revenues and expenses recognized during the
periods presented. The Company reviews all significant estimates affecting its
consolidated financial statements on a recurring basis and records the effect of
any necessary adjustments prior to their publication.
Adjustments made with respect to the use of estimates often relate to improved
information not previously available. Uncertainties with respect to such
estimates and assumptions are inherent in the preparation of financial
statements. The accompanying consolidated balance sheets include preliminary
allocations of the respective purchase price paid for the companies acquired
during the latest 12 months using the "purchase" method of accounting and,
accordingly, are subject to final adjustment.

  Self-Insurance

     The Company is insured for workers' compensation, employer's liability,
auto liability and general liability claims, subject to a deductible of $500,000
per accident or occurrence. Losses up to the deductible amounts are accrued
based upon the Company's estimates of the ultimate liability for claims incurred
and an estimate of claims incurred but not reported. The accruals are based upon
known facts and historical trends and management believes such accruals to be
adequate.

2. PER SHARE INFORMATION:

     Earnings per share amounts are based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
period. The weighted average number of shares used to compute basic and diluted
earnings per share for the three and six months ended June 30, 2000 and 2001 is
illustrated below (in thousands):

<Table>
<Caption>
                                                 THREE MONTHS ENDED    SIX MONTHS ENDED
                                                      JUNE 30,             JUNE 30,
                                                 -------------------   -----------------
                                                   2000       2001      2000      2001
                                                 --------   --------   -------   -------
<S>                                              <C>        <C>        <C>       <C>
NET INCOME:
  Net income attributable to common stock......  $30,863    $16,451    $50,175   $45,522
  Dividends on Preferred Stock.................      232        232        464       464
                                                 -------    -------    -------   -------
  Net income for basic earnings per share......   31,095     16,683     50,639    45,986
                                                 -------    -------    -------   -------
  Effect of convertible subordinated notes
     under the "if converted" method --interest
     expense addback, net of taxes.............      445         --        991        --
                                                 -------    -------    -------   -------
  Net income for diluted earnings per share....  $31,540    $16,683    $51,630   $45,986
                                                 =======    =======    =======   =======
WEIGHTED AVERAGE SHARES:
  Weighted average shares outstanding for basic
     earnings per share, including convertible
     Preferred Stock...........................   68,160     77,073     66,710    76,643
  Effect of dilutive stock options.............    3,017      1,576      2,424     1,539
  Effect of convertible subordinated notes
     under the "if converted"
     method -- weighted convertible shares
     issuable..................................    4,319         --      4,851        --
                                                 -------    -------    -------   -------
  Weighted average shares outstanding for
     diluted earnings per share................   75,496     78,649     73,985    78,182
                                                 =======    =======    =======   =======
</Table>

                                        5
<PAGE>   8
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Pursuant to EITF Topic D-95, "Effect of Participating Convertible
Securities on the Computation of Basic Earnings Per Share," the impact of the
Series A Convertible Preferred Stock has been included in the computation of
basic earnings per share and prior period amounts have been restated
accordingly. For the three months ended June 30, 2000, there were no stock
options excluded from the computation of diluted earnings per share and for the
six months ended June 30, 2000, there were approximately 0.1 million stock
options excluded from the computation because the options' exercise prices were
greater than the average market price of the Company's common stock. For the
three and six months ended June 30, 2001, stock options of approximately 1.1
million were excluded from the computation of diluted earnings per share because
the options' exercise prices were greater than the average market price of the
Company's common stock. For the three and six months ended June 30, 2001 the
effect of assuming conversion of the convertible subordinated notes would be
antidilutive and they were therefore excluded from the calculation of diluted
earnings per share.

3. INCOME TAXES:

     Certain of the businesses the Company has acquired were S corporations for
income tax purposes and, accordingly, any income tax liabilities for the periods
prior to the acquisitions are the responsibility of the respective stockholders.
Effective with the acquisitions, the S corporations converted to C corporations.
Accordingly, an estimated deferred tax liability has been recorded to provide
for the estimated future income tax liability as a result of the difference
between the book and tax bases of the net assets of these former S corporations.
For purposes of these consolidated financial statements, federal and state
income taxes have been provided for the post-acquisition periods.

4. NEW ACCOUNTING PRONOUNCEMENTS:

     In July 2001, the Financial Accounting Standards Board (the FASB) issued
SFAS No. 141, "Business Combinations." SFAS No. 141 requires that all business
combinations initiated after June 30, 2001, be accounted for using the purchase
method. The FASB also issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill be assessed at least annually for
impairment by applying a fair-value based test. Goodwill will no longer be
subject to amortization over its estimated useful life. In addition, acquired
intangible assets are required to be recognized and amortized over their useful
lives if the benefit of the asset is based on contractual or legal rights. While
most provisions of SFAS No. 142 are effective for the Company beginning January
1, 2002, goodwill and intangible assets acquired after June 30, 2001, will be
subject immediately to the non-amortization and amortization provisions of the
statement, respectively. The Company is currently analyzing the provisions of
SFAS No. 142 and has not yet made a determination of the impact the adoption
will have on the consolidated financial statements.

5. DEBT:

  Credit Facility

     The Company currently has a $350.0 million credit facility with 14
participating banks. The credit facility is secured by a pledge of all of the
capital stock of the Company's subsidiaries and the majority of the Company's
assets and is to provide funds to be used for working capital, to finance
acquisitions and for other general corporate purposes. Amounts borrowed under
the credit facility bear interest at a rate equal to either (a) the London
Interbank Offered Rate (the 30 day LIBOR rate was 4.81% at June 30, 2001) plus
1.00% to 2.00%, as determined by the ratio of the Company's total funded debt to
EBITDA (as defined in the credit facility) or (b) the bank's prime rate (which
was 6.75% at June 30, 2001) plus up to 0.25%, as determined by the ratio of the
Company's total funded debt to EBITDA. Commitment fees of 0.25% to 0.50% (based
on certain financial ratios) are due on any unused borrowing capacity under the
credit facility. The credit facility matures June 14, 2004. The Company's
subsidiaries guarantee the repayment of all amounts due under the

                                        6
<PAGE>   9
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

facility and the facility restricts pledges on all material assets. The credit
facility contains usual and customary covenants for a credit facility of this
nature including the prohibition of the payment of dividends on common stock,
certain financial ratios and indebtedness covenants and the consent of the
lenders for acquisitions exceeding a certain level of cash consideration. As of
June 30, 2001, $120.0 million was borrowed under the credit facility, and the
Company had $31.5 million of letters of credit outstanding, resulting in a
borrowing availability of $198.5 million under the credit facility.

  Senior Secured Notes

     In March 2000, the Company closed a private placement of $150.0 million
principal amount of senior secured notes primarily with insurance companies. In
September 2000, the Company issued an additional $60.0 million principal amount
of senior secured notes. The resulting $210.0 million of senior secured notes
have maturities ranging from five to ten years with a weighted average interest
rate of 8.41% and, pursuant to an intercreditor agreement, rank equally in right
of repayment with indebtedness under the Company's credit facility. The senior
secured notes have financial covenants similar to the credit facility. Proceeds
from this private placement were used to reduce outstanding borrowings under the
credit facility.

  Convertible Subordinated Notes

     On July 19, 2000 the Company issued $150.0 million principal amount of
convertible subordinated notes and, on August 7, 2000, the Company issued an
additional $22.5 million principal amount of convertible subordinated notes due
to the exercise of the underwriters' over-allotment option. Net proceeds from
the offering were used to repay outstanding indebtedness under the credit
facility. The convertible subordinated notes bear interest at 4.0% per year and
are convertible into shares of the Company's common stock at a price of $54.53
per share. The convertible subordinated notes require semi-annual interest
payments beginning December 31, 2000, until the notes mature on July 1, 2007.
The Company has the option to redeem the notes beginning July 3, 2003.

6. SERIES A CONVERTIBLE PREFERRED STOCK:

     In September 1999, the Company entered into a securities purchase agreement
with UtiliCorp pursuant to which the Company issued 1,860,000 shares of Series A
Convertible Preferred Stock, $.00001 par value per share, for an initial
investment of $186.0 million, before transaction costs. In September 2000,
UtiliCorp converted 7,924,805 shares of common stock into an additional
1,584,961 shares of Series A Convertible Preferred Stock at a rate of one share
of Series A Convertible Preferred Stock for five shares of common stock. The
holders of the Series A Convertible Preferred Stock are entitled to receive
dividends in cash at a rate of 0.5% per annum on an amount equal to $53.99 per
share, plus all unpaid dividends accrued. In addition to the preferred dividend,
the holders are entitled to participate in any cash or non-cash dividends or
distributions declared and paid on the shares of common stock, as if each share
of Series A Convertible Preferred Stock had been converted into common stock at
the applicable conversion price immediately prior to the record date for payment
of such dividends or distributions. However, holders of Series A Convertible
Preferred Stock will not participate in non-cash dividends or distributions if
such dividends or distributions cause an adjustment in the price at which Series
A Convertible Preferred Stock converts into common stock. At any time after the
sixth anniversary of the original issuance of the Series A Convertible Preferred
Stock, if the closing price per share of the Company's common stock is greater
than $20.00, then the Company may terminate the preferred dividend. At any time
after the sixth anniversary of the original issuance of the Series A Convertible
Preferred Stock, if the closing price per share of the Company's common stock is
equal to or less than $20.00, then the preferred dividend may, at the option of
UtiliCorp, be adjusted to the then "market coupon rate," which shall equal the
Company's after-tax cost of obtaining financing, excluding common stock, to
replace UtiliCorp's investment in the Company.

                                        7
<PAGE>   10
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     UtiliCorp is entitled to that number of votes equal to the number of shares
of common stock into which the outstanding shares of Series A Convertible
Preferred Stock are then convertible. Subject to certain limitations, UtiliCorp
is entitled to elect three of the total number of directors of the Company. All
or any portion of the outstanding shares of Series A Convertible Preferred Stock
may, at the option of UtiliCorp, be converted at any time into fully paid and
non-assessable shares of common stock. The conversion price currently is $20.00,
yielding 17,224,805 shares of common stock upon conversion of all outstanding
shares of Series A Convertible Preferred Stock. The conversion price may be
adjusted under certain circumstances.

7. SEGMENT INFORMATION:

     The Company operates in one reportable segment as a specialty contractor.
The Company provides comprehensive network solutions to the telecommunications,
electric power and cable television industries, including designing, installing,
repairing and maintaining network infrastructure. Each of these services is
provided by various Company subsidiaries and discrete financial information is
not provided to management at the service level. The following table presents
information regarding revenues derived from the industries noted above. Certain
reclassifications have been made to the prior period in order to conform to the
current period.

<Table>
<Caption>
                                                                SIX MONTHS ENDED
                                                                    JUNE 30,
                                                              ---------------------
                                                                2000        2001
                                                              --------   ----------
                                                                 (IN THOUSANDS)
<S>                                                           <C>        <C>
Telecommunications network services.........................  $326,495   $  343,513
Cable television network services...........................   124,011      133,929
Electric power network services.............................   208,273      379,296
Ancillary services..........................................    98,484      165,622
                                                              --------   ----------
                                                              $757,263   $1,022,360
                                                              ========   ==========
</Table>

The Company does not have significant operations or long-lived assets in
countries outside of the United States.

8. RELATED PARTY TRANSACTIONS:

     In September 1999, the Company entered into a strategic alliance agreement
with UtiliCorp. Under the terms of the strategic alliance agreement, UtiliCorp
will use the Company, subject to the Company's ability to perform the required
services, as a preferred contractor in outsourced transmission and distribution
infrastructure installation and maintenance and natural gas distribution
installation and maintenance in all areas serviced by UtiliCorp, provided that
the Company provides such services at a competitive cost. The strategic alliance
agreement has a term of six years.

     The Company entered into a management services agreement in September 1999
with UtiliCorp for advice and services including financing activities; corporate
strategic planning; research on the restructuring of the electric power
industry; the development, evaluation and marketing of the Company's products,
services and capabilities; identification of and evaluation of potential U.S.
acquisition candidates and other merger and acquisition advisory services; and
other services that the Company may reasonably request. The management services
agreement required the Company to make quarterly payments to UtiliCorp of
$2,325,000 through September 30, 2005. In December 2000, the Company agreed to
conclude its obligations under the management services agreement with UtiliCorp
in exchange for a one-time payment to UtiliCorp of approximately $28.6 million.

     Management believes transactions with related parties were under terms no
less favorable to the Company than those arranged with other parties.

                                        8
<PAGE>   11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

INTRODUCTION

     The following discussion should be read in conjunction with the Condensed
Consolidated Financial Statements and related notes thereto included elsewhere
in this Quarterly Report on Form 10-Q. Except for the historical financial
information contained herein, the matters discussed in this Quarterly Report on
Form 10-Q may be considered "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements include declarations regarding our intent,
belief or current expectations, statements regarding the future results of
acquired companies and our gross margins. Any such forward-looking statements
are not guarantees of future performance and involve a number of risks and
uncertainties. Actual results could differ materially from those indicated by
such forward-looking statements. Among the important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are the risk factors identified in our Annual Report on Form 10-K,
which was filed with the SEC on April 2, 2001, which is available at the SEC's
Web site at www.sec.gov.

     We derive our revenues from one reportable segment by providing specialized
contracting services and offering comprehensive network solutions. Our customers
include telecommunications, electric power and cable television companies, as
well as commercial, industrial and governmental entities.

     We enter into contracts principally on the basis of competitive bids, the
final terms and prices of which we frequently negotiate with the customer.
Although the terms of our contracts vary considerably, most are made on either a
fixed price or unit price basis in which we agree to do the work for a fixed
amount for the entire project (fixed price) or for units of work performed (unit
price). We also perform services on a cost-plus or time and materials basis. We
are generally able to achieve higher margins on fixed price and unit price
contracts than on cost-plus contracts as a result of our experience in bidding
and performance. Our exposure to loss on fixed price contracts has historically
been limited by the high volume and relatively short duration of the fixed price
contracts we undertake. However, as we perform larger projects, our reported
margins may be significantly affected by actual results on these projects.

     We complete most installation projects within one year, while we frequently
provide maintenance and repair work under open-ended, unit price master service
agreements which are renewable annually. We generally recognize revenue when
services are performed except when work is being performed under fixed price
contracts. We typically record revenues from fixed price contracts on a
percentage-of-completion basis, using the cost-to-cost method based on the
percentage of total costs incurred to date in proportion to total estimated
costs to complete the contract. Some of our customers require us to post
performance and payment bonds upon execution of the contract, depending upon the
nature of the work to be performed. Our fixed price contracts often include
payment provisions pursuant to which the customer withholds a 5% to 10%
retainage from each progress payment and remits the retainage to us upon
completion and approval of the work.

     Cost of services consists primarily of salaries, wages and benefits to
employees, depreciation, fuel and other vehicle expenses, equipment rentals,
subcontracted services, insurance, facilities expenses, materials and parts and
supplies. Our gross margin, which is gross profit expressed as a percentage of
revenues, is typically higher on projects where labor, rather than materials,
constitutes a greater portion of the cost of services. We can predict material
costs more accurately than labor costs. Therefore, to compensate for the
potential variability of labor costs, we seek to maintain higher margins on our
labor-intensive projects. Certain of our subsidiaries were previously subject to
deductibles ranging from $100,000 to $1,000,000 for workers' compensation
insurance. Currently, we have a deductible of $500,000 per occurrence related to
workers' compensation, automobile and general liability claims. Fluctuations in
insurance accruals related to these deductibles could have an impact on gross
margins in the period in which such adjustments are made. Selling, general and
administrative expenses consist primarily of compensation and related benefits
to management, administrative salaries and benefits, marketing, office rent and
utilities, communications and professional fees.

                                        9
<PAGE>   12

RESULTS OF OPERATIONS

     The following table sets forth selected unaudited statements of operations
data and such data as a percentage of revenues for the periods indicated:

<Table>
<Caption>
                                                THREE MONTHS ENDED JUNE 30,             SIX MONTHS ENDED JUNE 30,
                                            -----------------------------------   -------------------------------------
                                                  2000               2001               2000                2001
                                            ----------------   ----------------   ----------------   ------------------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                         <C>        <C>     <C>        <C>     <C>        <C>     <C>          <C>
Revenues..................................  $423,526   100.0%  $503,342   100.0%  $757,263   100.0%  $1,022,360   100.0%
Cost of services (including
  depreciation)...........................   324,890    76.7    392,588    78.0    585,946    77.4      802,654    78.5
                                            --------   -----   --------   -----   --------   -----   ----------   -----
        Gross profit......................    98,636    23.3    110,754    22.0    171,317    22.6      219,706    21.5
Selling, general and administrative
  expenses................................    33,515     7.9     60,495    12.0     63,466     8.4      102,528    10.0
Goodwill amortization.....................     4,611     1.1      6,553     1.3      8,827     1.2       12,857     1.3
                                            --------   -----   --------   -----   --------   -----   ----------   -----
        Income from operations............    60,510    14.3     43,706     8.7     99,024    13.0      104,321    10.2
Interest expense..........................    (6,410)   (1.5)    (9,138)   (1.8)   (10,943)   (1.4)     (18,366)   (1.8)
Other income, net.........................       838     0.2       (581)   (0.1)     1,387     0.2         (559)     --
                                            --------   -----   --------   -----   --------   -----   ----------   -----
Income before income tax provision........    54,938    13.0     33,987     6.8     89,468    11.8       85,396     8.4
Provision for income taxes................    23,843     5.7     17,304     3.5     38,829     5.1       39,410     3.9
                                            --------   -----   --------   -----   --------   -----   ----------   -----
        Net income........................  $ 31,095     7.3%  $ 16,683     3.3%  $ 50,639     6.7%  $   45,986     4.5%
                                            ========   =====   ========   =====   ========   =====   ==========   =====
</Table>

THREE AND SIX MONTHS ENDED JUNE 30, 2001, COMPARED TO THE THREE AND SIX MONTHS
ENDED JUNE 30, 2000.

     Revenues.  Revenues increased $79.8 million and $265.1 million, or 18.8%
and 35.0%, to $503.3 million and $1.02 billion for the three and six months
ended June 30, 2001. This increase was primarily attributable to revenues of
$100.4 million and $208.5 million for the three and six months ended June 30,
2001, from platform companies acquired subsequent to June 30, 2000, which
continued to exist as separate reporting subsidiaries, as well as a full period
of contributed revenues for the three and six months ended June 30, 2001, for
those companies acquired through June 30, 2000. In addition, we have experienced
strong growth in utility and gas revenues as a result of increased outsourcing
and deregulation, partially offset by decreased revenues from telecommunications
and cable television customers.

     Gross profit.  Gross profit increased $12.1 million and $48.4 million, or
12.3% and 28.2%, to $110.8 million and $219.7 million for the three and six
months ended June 30, 2001. As a percentage of revenues, gross margin decreased
from 23.3% for the three months ended June 30, 2000, to 22.0% for the three
months ended June 30, 2001. The decrease in gross margins resulted from lower
margins on work performed for telecommunications customers, partially offset by
higher margins received on work performed for utility customers. Gross margin
decreased from 22.6% for the six months ended June 30, 2000, to 21.5% for the
six months ended June 30, 2001. The decrease in gross margins resulted from
lower margins due to poor weather conditions experienced during the first
quarter of 2001 and the factors noted above for the three months ended June 30,
2001.

     Selling, general and administrative expenses.  Selling, general and
administrative expenses increased $27.0 million and $39.1 million, or 80.5% and
61.5%, to $60.5 million and $102.5 million for the three and six months ended
June 30, 2001. For the three months ended June 30, 2001, the Company recorded
$19.4 million in charges including: a charge of $16.2 million to provide
allowances for accounts receivable risk associated with the continued decline in
the financial strength of certain customers in the telecommunications industry;
and $3.2 million in charges associated with the realignment of field personnel
and discontinuance of negotiations regarding the acquisition of certain
telecommunications contractors. In addition, $5.6 million and $11.3 million of
this increase for the three and six months ended June 30, 2000, respectively,
was attributable to the platform companies we acquired subsequent to June 30,
2000. Selling, general and administrative expenses also included a full period
of costs in 2001 associated with those companies acquired during the first six
months of 2000. The remainder of the increase was attributable to tuck-in
acquisitions and the continued establishment of infrastructure to facilitate our
growth and to integrate our acquired businesses. As a percentage of revenues,
selling, general and administrative expenses increased primarily due to the
charges noted above.

                                        10
<PAGE>   13

     Interest expense.  Interest expense increased $2.7 million and $7.4
million, or 42.6% and 67.8%, to $9.1 million and $18.4 million for the three and
six months ended June 30, 2001, primarily due to higher levels of debt resulting
from the acquisitions of the companies we purchased subsequent to June 30, 2000.

     Provision for income taxes.  The provision for income taxes was $17.3
million and $39.4 million for the three and six months ended, June 30, 2001,
with effective tax rates of 50.9% and 46.1%, respectively, compared to $23.8
million and $38.8 million for the three and six months ended June 30, 2000, and
an effective tax rate of 43.4%. The increase in the effective rate is primarily
due to less absorption of the non-deductible portion of goodwill amortization.

     Net Income.  Net income decreased $14.4 million and $4.7 million, or 46.3%
and 9.2%, to $16.7 million and $46.0 million for the three and six months ended
June 30, 2001, compared to $31.1 million and $50.6 million for the three and six
months ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2001, we had cash and cash equivalents of $2.8 million,
working capital of $341.7 million and long-term debt of $513.3 million, net of
current maturities. Our long-term debt balance at that date included borrowings
of $120.0 million under our credit facility, $210.0 million of senior secured
notes, $172.5 million of convertible subordinated notes and $10.8 million of
other debt. In addition, we had $31.5 million of letters of credit outstanding
under the credit facility.

     During the six months ended June 30, 2001, operating activities provided
net cash flow of $91.4 million. Changes in working capital accounts are affected
by the acquisitions throughout the period and as such are not comparable to
prior periods. We used net cash in investing activities of $132.2 million,
including $82.5 million used for the purchase of businesses and contingent
consideration issued for an acquisition closed prior to December 31, 2000, net
of cash acquired. Financing activities provided a net cash flow of $26.3
million, resulting primarily from $27.1 million of borrowings from our credit
facility.

     We currently have a $350.0 million credit facility with 14 participating
banks. The credit facility is secured by a pledge of all of the capital stock of
our operating subsidiaries and the majority of our assets. We use the credit
facility to provide funds to be used for working capital, to finance
acquisitions and for other general corporate purposes. Amounts borrowed under
the credit facility bear interest at a rate equal to either (a) LIBOR plus 1.00%
to 2.00%, as determined by the ratio of our total funded debt to EBITDA (as
defined in the credit facility) or (b) the bank's prime rate plus up to 0.25%,
as determined by the ratio of our total funded debt to EBITDA. We pay commitment
fees of 0.25% to 0.50% (based on total funded debt to EBITDA) on any unused
borrowing capacity under the credit facility. Our subsidiaries guarantee
repayment of all amounts due under the credit facility, and the credit facility
restricts pledges of material assets. We agreed to usual and customary covenants
for a credit facility of this nature, including a prohibition on the payment of
dividends on common stock, certain financial ratios and indebtedness covenants
and a requirement to obtain the consent of the lenders for acquisitions
exceeding a certain level of cash consideration. As of August 10, 2001, we had
approximately $112.0 million in outstanding borrowings under the credit facility
and $31.5 million of letters of credit outstanding, resulting in a borrowing
availability of $206.5 million under the credit facility.

     Our board of directors has authorized a Stock Repurchase Plan under which
up to $75 million of our common stock may be repurchased. Under the Stock
Repurchase Plan, we may conduct purchases through open market transactions in
accordance with applicable securities laws. Through August 10, 2001, we have
repurchased 35,200 shares of common stock under the Stock Repurchase Plan. The
amount of shares purchased and the timing of any purchases will be based on a
number of factors, including the number of shares needed for replenishment of
employee benefit plans, the market price of the stock, market conditions and as
our management deems appropriate. As a result of these factors, the actual
number of shares to be repurchased cannot be determined at this time.

     Between January 1, 2001, and June 30, 2001, we acquired six companies for
an aggregate consideration of 1.0 million shares of common stock and $78.1
million in cash. The cash portion of such consideration was

                                        11
<PAGE>   14

provided by borrowings under our credit facility. The timing, size or success of
any acquisition effort and the associated potential capital commitments cannot
be predicted.

     We anticipate that our cash flow from operations and our credit facility
will provide sufficient cash to enable us to meet our working capital needs,
debt service requirements, and planned capital expenditures for property and
equipment for at least the next 12 months. However, if companies we wish to
acquire are unwilling to accept our common stock as part of the consideration
for the sale of their businesses, we could be required to utilize more cash to
complete acquisitions. If sufficient funds were not available from operating
cash flow or through borrowings under the credit facility, we may be required to
seek additional financing through the public or private sale of equity or debt
securities. There can be no assurance that we could secure such financing if and
when we need it or on terms we would deem acceptable.

SEASONALITY; FLUCTUATIONS OF QUARTERLY RESULTS

     Our results of operations can be subject to seasonal variations. During the
winter months, demand for new projects and new maintenance service arrangements
may be lower due to reduced construction activity. However, demand for repair
and maintenance services attributable to damage caused by inclement weather
during the winter months may partially offset the loss of revenues from lower
demand for new projects and new maintenance service arrangements. Additionally,
our industry can be highly cyclical. As a result, our volume of business may be
adversely affected by declines in new projects in various geographic regions in
the United States. Typically, we experience lower gross and operating margins
during the winter months. The timing of acquisitions, variations in the margins
of projects performed during any particular quarter, the timing and magnitude of
acquisition assimilation costs and regional economic conditions may also
materially affect quarterly results. Accordingly, our operating results in any
particular quarter may not be indicative of the results that can be expected for
any other quarter or for the entire year.

NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board (the FASB) issued
SFAS No. 141, "Business Combinations." SFAS No. 141 requires that all business
combinations initiated after June 30, 2001, be accounted for using the purchase
method. The FASB also issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill be assessed at least annually for
impairment by applying a fair-value based test. Goodwill will no longer be
subject to amortization over its estimated useful life. In addition, acquired
intangible assets are required to be recognized and amortized over their useful
lives if the benefit of the asset is based on contractual or legal rights. While
most provisions of SFAS No. 142 are effective for the Company beginning January
1, 2002, goodwill and intangible assets acquired after June 30, 2001, will be
subject immediately to the non-amortization and amortization provisions of the
statement, respectively. The Company is currently analyzing the provisions of
SFAS No. 142 and has not yet made a determination of the impact the adoption
will have on the consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     No material changes have occurred to the information previously provided in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

                                        12
<PAGE>   15

                          PART II -- OTHER INFORMATION

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

ITEM 2. CHANGES IN SECURITIES.

     (c) Unregistered Sales of Securities.

     Between March 31, 2001, and June 30, 2001, the Company completed one
acquisition in which some of the consideration was unregistered securities of
the Company. The aggregate consideration paid in this transaction was $2.1
million in cash and 27,636 million shares of common stock. This acquisition was
not affiliated with any other acquisition prior to such transaction.

     All securities listed on the following table were shares of common stock.
The Company relied on Section 4(2) of the Securities Act of 1933, as amended, as
the basis for exemption from registration. For all issuances, the purchasers
were "accredited investors" as defined in Rule 501 promulgated pursuant to the
Securities Act of 1933, as amended. All issuances were to the owners of
businesses acquired in privately negotiated transactions, not pursuant to public
solicitation.

<Table>
<Caption>
                       NUMBER OF
DATE                    SHARES                 PURCHASERS                           CONSIDERATION
----                   ---------               ----------                           -------------
<S>                    <C>         <C>                                   <C>
6/15/01..............   27,636     Two owners of PowerLink Corporation   Acquisition of PowerLink Corporation
</Table>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Company held its annual meeting of stockholders in Houston, Texas on
May 24, 2001. The following sets forth matters submitted to a vote of
stockholders at the annual meeting:

          (a) Ten members were elected to the Board of Directors, each to serve
     until the next annual meeting of the Company and until their respective
     successors have been elected and qualified. The following six individuals
     were elected to the Board of Directors by the holders of the common stock
     and the Series A Convertible Preferred Stock of the Company, voting
     together:

<Table>
<Caption>
NOMINEE                                                     FOR       WITHHELD
-------                                                  ----------   --------
<S>                                                      <C>          <C>
James R. Ball..........................................  62,091,987   238,289
John R. Colson.........................................  62,003,628   326,648
Louis C. Golm..........................................  62,085,632   244,644
Jerry J. Langdon.......................................  62,078,307   251,969
Gary A. Tucci..........................................  61,921,621   408,655
John R. Wilson.........................................  61,897,308   432,968
</Table>

          The following three individuals were elected to the Board of Directors
     by the holders of the Series A Convertible Preferred Stock of the Company:
     Terrence P. Dunn, Robert K. Green and James G. Miller. Each of these
     individuals were elected by a vote of 3,444,961 shares of the Series A
     Convertible Preferred Stock, being more than a plurality of the outstanding
     shares of Series A Convertible Preferred Stock cast for or against, with no
     shares voted against or abstaining.

          The holders of Limited Vote Common Stock of the Company elected
     Vincent D. Foster to the Board of Directors. Mr. Foster was elected by a
     vote of 937,759 shares of the Limited Vote Common Stock, being more than a
     plurality of the outstanding shares of Limited Vote Common Stock cast for
     or against, with 10,499 shares voted against or abstaining.

          (b) The stockholders ratified the appointment of Arthur Andersen LLP
     to audit the financial statements of the Company and its subsidiaries for
     the year ending December 31, 2001 by a vote of 62,176,189 shares of common
     stock, Series A Convertible Preferred Stock and Limited Vote Common Stock,
     voting together, being more than a majority of the outstanding shares of
     common stock, Series A Convertible Preferred Stock and Limited Vote Common
     Stock, voting together, with 225,486 shares of common stock voting against
     and 23,424 shares of common stock abstaining.

                                        13
<PAGE>   16

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits.

<Table>
<Caption>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         10.22           -- 2001 Stock Incentive Plan (amending and restating the
                            1997 Stock Option Plan)
         10.23           -- Employment Agreement of Peter T. Dameris
</Table>

     (b) Reports on Form 8-K.

     None.

                                        14
<PAGE>   17

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, Quanta Services, Inc., has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            QUANTA SERVICES, INC.

                                            By:    /s/ DERRICK A. JENSEN
                                              ----------------------------------
                                                      Derrick A. Jensen
                                                Vice President, Controller and
                                                   Chief Accounting Officer

Dated: August 14, 2001

                                        15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>3
<FILENAME>h89736ex10-22.txt
<DESCRIPTION>2001 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>   1
                                                                   EXHIBIT 10.22


                              QUANTA SERVICES, INC.
                            2001 STOCK INCENTIVE PLAN

         1. AMENDMENT AND RESTATEMENT. The Quanta Services, Inc. Amended and
Restated 1997 Stock Option Plan is amended and restated as set forth herein as
the "Quanta Services, Inc. 2001 Stock Incentive Plan", effective as of
May 23, 2001 (the "Effective Date"). Options granted under the Plan prior to
the Effective Date shall be subject to the terms and conditions of the Plan in
effect with respect to such Options prior to the Effective Date and Options
granted after the Effective Date shall be subject to the terms and conditions of
the Plan as set forth herein, as it may be amended from time to time.

         2. PURPOSE. The purposes of the Plan are to attract and retain for the
Company and its Affiliates the best available personnel, to provide additional
incentive to Employees, Directors and Consultants and to increase their interest
in the Company's welfare, and to promote the success of the business of the
Company and its Affiliates.

         3. DEFINITIONS. As used herein, unless the context requires otherwise,
the following terms shall have the meanings indicated below:

         (a) "Affiliate" means (i) any corporation, partnership or other entity
which owns, directly or indirectly, a majority of the voting equity securities
of the Company, (ii) any corporation, partnership or other entity of which a
majority of the voting equity securities or equity interest is owned, directly
or indirectly, by the Company, and (iii) with respect to an Option that is
intended to be an Incentive Stock Option, (A) any "parent corporation" of the
Company, as defined in Section 424(e) of the Code or (B) any "subsidiary
corporation" of the Company as defined in Section 424(f) of the Code, any other
entity that is taxed as a corporation under Section 7701(a)(3) of the Code and
is a member of the "affiliated group" as defined in Section 1504(a) of the Code
of which the Company is the common parent, and any other entity as may be
permitted from time to time by the Code or by the Internal Revenue Service to be
an employer of Employees to whom Incentive Stock Options may be granted;
provided, however, that in each case the Affiliate must be consolidated in the
Company's financial statements.

         (b) "Award" means any right granted under the Plan, including an Option
and a Restricted Stock Award, whether granted singly or in combination, to a
Grantor pursuant to the terms, conditions and limitations that the Committee may
establish in order to fulfill the objectives of the Plan.

         (c) "Board" means the Board of Directors of the Company.

         (d) "Change in Control" has the meaning set forth in Section 11(c).

         (e) "Chief Executive Officer" means the individual serving at any
relevant time as the chief executive officer of the Company.


<PAGE>   2


         (f) "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute. Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such section and any
Treasury regulations promulgated under such section.

         (g) "Committee" means the committee, as constituted from time to time,
of the Board that is appointed by the Board to administer the Plan; provided,
however, that while the Common Stock is publicly traded, the Committee shall be
a committee of the Board consisting solely of two or more Outside Directors, in
accordance with Section 162(m) of the Code, and/or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3, as necessary in each case
to satisfy such requirements with respect to Awards granted under the Plan.
Within the scope of such authority, the Committee may (i) delegate to a
committee of one or more members of the Board who are not Outside Directors the
authority to grant Options to eligible persons who are either (A) not then
Covered Employees and are not expected to be Covered Employees at the time of
recognition of income resulting from such Options or (B) not persons with
respect to whom the Company wishes to comply with Section 162(m) of the Code
and/or (ii) delegate to a committee of one or more members of the Board who are
not Non-Employee Directors the authority to grant Options to eligible persons
who are not then subject to Section 16 of the Exchange Act. Notwithstanding the
foregoing provisions, the Chief Executive Officer has the authority to grant
Non-Qualified Stock Options to certain Employees, as described in Section 6 of
this Plan.

         (h) "Common Stock" means the Common Stock, $0.0001 par value per share,
of the Company or the common stock that the Company may in the future be
authorized to issue (as long as the common stock varies from that currently
authorized, if at all, only in amount of par value).

         (i) "Company" means Quanta Services, Inc., a Delaware corporation.

         (j) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Affiliate to render consulting
or advisory services to the Company or such Affiliate and who is a "consultant
or advisor" within the meaning of Rule 701 promulgated under the Securities Act
or Form S-8 promulgated under the Securities Act.

         (k) "Continuous Service" means that the provision of services to the
Company or an Affiliate in any capacity of Employee, Director or Consultant is
not interrupted or terminated. Except as otherwise provided in the Option
Agreement, service shall not be considered interrupted or terminated for this
purpose in the case of (i) any approved leave of absence, (ii) transfers among
the Company, any Affiliate, or any successor, in any capacity of Employee,
Director or Consultant, or (iii) any change in status as long as the individual
remains in the service of the Company or an Affiliate in any capacity of
Employee, Director or Consultant. An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave. For purposes
of each Incentive Stock Option, if such leave exceeds ninety (90) days, and
re-employment upon expiration of such leave is not guaranteed by statute or
contract,

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 2

<PAGE>   3


then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option
on the day that is three (3) months and one (1) day following the expiration of
such ninety (90)-day period.

         (l) "Covered Employee" means the Chief Executive Officer and the four
other most highly compensated officers of the Company for whom total
compensation is required to be reported to shareholders under Regulation S-K, as
determined for purposes of Section 162(m) of the Code.

         (m) "Director" means a member of the Board or the board of directors of
an Affiliate.

         (n) "Disability" means the "disability" of a person as defined in a
then effective long-term disability plan maintained by the Company that covers
such person, or if such a plan does not exist at any relevant time, "Disability"
means the permanent and total disability of a person within the meaning of
Section 22(e)(3) of the Code. For purposes of determining the time during which
an Incentive Stock Option may be exercised under the terms of an Option
Agreement, "Disability" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code
provides that an individual is totally and permanently disabled if he is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months.

         (o) "Employee" means any person, including an Officer or Director, who
is employed, within the meaning of Section 3401 of the Code, by the Company or
an Affiliate. The provision of compensation by the Company or an Affiliate to a
Director solely with respect to such individual rendering services in the
capacity of a Director, however, shall not be sufficient to constitute
"employment" by the Company or that Affiliate.

         (p) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute. Reference in the Plan to any section of the
Exchange Act shall be deemed to include any amendments or successor provisions
to such section and any rules and regulations relating to such section.

         (q) "Fair Market Value" means, as of any date, the value of the Common
Stock determined as follows:

                  (i) If the Common Stock is listed on any established stock
         exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap
         Market, the Fair Market Value of a share of Common Stock shall be the
         closing sales price for such a share of Common Stock (or the closing
         bid, if no sales were reported) as quoted on such exchange or market
         (or the exchange or market with the greatest volume of trading in the
         Common Stock) on the day of determination (or if no such price or bid
         is reported on that day, on last market trading day prior to the day of
         determination), as reported in The Wall Street Journal or such other
         source as the Committee deems reliable.

                  (ii) In the absence of any such established markets for the
         Common Stock, the Fair Market Value shall be determined in good faith
         by the Committee.

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 3

<PAGE>   4

         (r) "Grantee" means an Employee, Director or Consultant to whom an
Award has been granted under the Plan, including an Option.

         (s) "Incentive Stock Option" means an Option granted to an Employee
under the Plan that meets the requirements of Section 422 of the Code.

         (t) "Non-Employee Director" means a Director of the Company who either
(i) is not an Employee or Officer, does not receive compensation (directly or
indirectly) from the Company or an Affiliate in any capacity other than as a
Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

         (u) "Non-Qualified Stock Option" means an Option granted under the Plan
that is not intended to be an Incentive Stock Option.

         (v) "Officer" means a person who is an "officer" of the Company or any
Affiliate within the meaning of Section 16 of the Exchange Act (whether or not
the Company is subject to the requirements of the Exchange Act).

         (w) "Option" means a stock option granted pursuant to the Plan to
purchase a specified number of shares of Common Stock, whether granted as an
Incentive Stock Option or as a Non-Qualified Stock Option.

         (x) "Option Agreement" means the written agreement evidencing the grant
of an Option executed by the Company and the Optionee, including any amendments
thereto.

         (y) "Optionee" means an individual to whom an Option has been granted
under the Plan.

         (z) "Outside Director" means a Director of the Company who either (i)
is not a current employee of the Company or an "affiliated corporation" (within
the meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an "affiliated corporation"
receiving compensation for prior services (other than benefits under a tax
qualified pension plan), has not been an officer of the Company or an
"affiliated corporation" at any time and is not currently receiving (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code) direct or indirect remuneration from the Company or an "affiliated
corporation" for services in any capacity other than as a Director, or (ii) is
otherwise considered an "outside director" for purposes of Section 162(m) of the
Code.

         (aa) "Plan" means this Quanta Services, Inc. 2001 Stock Incentive Plan,
as set forth herein and as it may be amended from time to time. Immediately
prior to the Effective Date of this amendment and restatement, the Plan was
known as the "Quanta Services, Inc. Amended and Restated 1997 Stock Option
Plan".

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 4

<PAGE>   5


         (bb) "Qualifying Shares" means shares of Common Stock which either (i)
have been owned by the Grantee for more than six (6) months and have been "paid
for" within the meaning of Rule 144 promulgated under the Securities Act, or
(ii) were obtained by the Grantee in the public market.

         (cc) "Regulation S-K" means Regulation S-K promulgated under the
Securities Act, as it may be amended from time to time, and successor to
Regulation S-K. Reference in the Plan to any item of Regulation S-K shall be
deemed to include any amendments or successor provisions to such item.

         (dd) "Restriction Period" means the period during which the Common
Stock under a Restricted Stock Award is nontransferable and subject to
"Forfeiture Restrictions" as defined in Section 11(a) of this Plan and set forth
in the related Restricted Stock Agreement.

         (ee) "Restricted Stock Agreement" means the written agreement
evidencing the grant of a Restricted Stock Award executed by the Company and the
Grantee, including any amendments thereto. Each Restricted Stock Agreement shall
be subject to the terms and conditions of the Plan.

         (ff) "Restricted Stock Award" means an Award granted under Section 11
of this Plan of shares of Common Stock issued to the Grantee for such
consideration, if any, and subject to such restrictions on transfer, rights of
first refusal, repurchase provisions, forfeiture provisions and other terms and
conditions as are established by the Committee.

         (gg) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
as it may be amended from time to time, and any successor to Rule 16b-3.

         (hh) "Section" means a section of the Plan unless otherwise stated or
the context otherwise requires.

         (ii) "Securities Act" means the Securities Act of 1933, as amended, and
any successor statute. Reference in the Plan to any section of the Securities
Act shall be deemed to include any amendments or successor provisions to such
section and any rules and regulations relating to such section.

         (jj) "Stock" means (i) the Common Stock, (ii) limited vote common
stock, par value $.00001 per share, of the Company, and (iii) Common Stock into
which the outstanding shares of the Company's Series A Preferred Stock, par
value $.00001 per share, are convertible.

         (kk) "Ten Percent Shareholder" means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) at the time an Option is granted
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any of its Affiliates.

         4. INCENTIVE AWARDS AVAILABLE UNDER THE PLAN. Awards granted under this
Plan may be (a) Incentive Stock Options, (b) Non-Qualified Stock Options, and
(c) Restricted Stock Awards.

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 5

<PAGE>   6


         5. SHARES SUBJECT TO PLAN. Subject to adjustment pursuant to Section
11(a) hereof, the total amount of Common Stock with respect to which Awards may
be granted under the Plan shall not exceed the greater of (i) 3,571,275 shares
and (ii) 15 percent of the total number of shares of Stock, determined at the
time of a particular Award, outstanding or reserved for issuance upon the
conversion of the Company's Series A Preferred Stock, par value $.00001 per
share from time to time. Notwithstanding the foregoing, the total amount of
Common Stock with respect to which Incentive Stock Options may be granted under
the Plan shall not exceed 3,571,275 shares (subject to adjustment pursuant to
Section 11(a) hereof. Any shares of Common Stock covered by an Award (or a
portion of an Award) that is forfeited or canceled, or that expires shall be
deemed not to have been issued for purposes of determining the maximum aggregate
number of shares of Common Stock which may be issued under the Plan and shall
again be available for Awards under the Plan. At all times during the term of
the Plan, the Company shall reserve and keep available such number of shares of
Common Stock as will be required to satisfy the requirements of outstanding
Awards under the Plan. Nothing in this Section 5 shall impair the right of the
Company to reduce the number of outstanding shares of Common Stock pursuant to
repurchases, redemptions, or otherwise; provided, however, that no reduction in
the number of outstanding shares of Common Stock shall (a) impair the validity
of any outstanding Award, whether or not that Award is fully exercisable or
fully vested, or (b) impair the status of any shares of Common Stock previously
issued pursuant to an Award as duly authorized, validly issued, fully paid, and
nonassessable. The shares to be delivered under the Plan shall be made available
from (a) authorized but unissued shares of Common Stock, (b) Common Stock held
in the treasury of the Company, or (c) previously issued shares of Common Stock
reacquired by the Company, including shares purchased on the open market, in
each situation as the Committee may determine from time to time in its sole
discretion.

         6. ELIGIBILITY. Awards other than Incentive Stock Options may be
granted to Employees, Officers, Directors, and Consultants. Incentive Stock
Options may be granted only to Employees (including Officers and Directors who
are also Employees), as limited by clause (iii) of Section 3(a). The Committee
in its sole discretion shall select the recipients of Awards; provided, however,
that the Chief Executive Officer in his sole discretion may select the
recipients of Non-Qualified Stock Options if (i) such recipients are not
Officers, (ii) the aggregate number of shares of Common Stock subject to such
Options does not exceed 100,000 shares in any one calendar quarter, and (iii) no
individual may be granted an Option in any one calendar quarter to purchase more
than 20,000 shares of Common Stock. A Grantee may be granted more than one Award
under the Plan, and Awards may be granted at any time or times during the term
of the Plan. The grant of an Award to an Employee, Officer, Director or
Consultant shall not be deemed either to entitle that individual to, or to
disqualify that individual from, participation in any other grant of Awards
under the Plan.

         7. LIMITATION ON INDIVIDUAL AWARDS. Subject to the provisions of
Section 11(a), the maximum number of shares of Common Stock that may be subject
to Awards granted to any one person under the Plan shall not exceed 1,500,000
shares of Common Stock. The limitation set forth in the preceding sentence shall
be applied in a manner which will permit compensation generated under the Plan
to constitute "performance-based" compensation for purposes of Section 162(m) of
the Code, including counting against such maximum number of shares, to the
extent required under Section 162(m) of the Code and applicable interpretive

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 6

<PAGE>   7


authority thereunder, any shares of Common Stock subject to Options that are
canceled or repriced.

         8. TERMS AND CONDITIONS OF OPTIONS. The Committee, and if applicable
pursuant to Section 6, the Chief Executive Officer, shall determine (a) whether
each Option shall be granted as an Incentive Stock Option or a Non-Qualified
Stock Option and (b) the provisions, terms and conditions of each Option
including, but not limited to, the vesting schedule, the number of shares of
Common Stock subject to the Option, the exercise price of the Option, the period
during which the Option may be exercised, repurchase provisions, forfeiture
provisions, methods of payment, and all other terms and conditions of the
Option, subject to the following:

         (a) Form of Option Grant. Each Option granted under the Plan shall be
evidenced by a written Option Agreement in such form (which need not be the same
for each Optionee) as the Committee, or if applicable the Chief Executive
Officer, from time to time approves, but which is not inconsistent with the
Plan, including any provisions that may be necessary to assure that any Option
that is intended to be an Incentive Stock Option will comply with Section 422 of
the Code.

         (b) Date of Grant. The date of grant of an Option will be the date on
which the Committee, or if applicable the Chief Executive Officer, makes the
determination to grant such Option unless otherwise specified by the Committee.
The Option Agreement evidencing the Option will be delivered to the Optionee
with a copy of the Plan and other relevant Option documents, within a reasonable
time after the date of grant.

         (c) Exercise Price. The exercise price of a Non-Qualified Stock Option
shall be not less than 85% of the Fair Market Value of the shares of Common
Stock on the date of grant of the Option. The exercise price of any Incentive
Stock Option shall be not less than 100% of the Fair Market Value of the shares
of Common Stock on the date of grant of the Option. The exercise price of any
Incentive Stock Option granted to a Ten Percent Shareholder shall not be less
than 110% of the Fair Market Value of the shares of Common Stock on the date of
grant of the Option.

         (d) Exercise Period. Options shall be exercisable within the time or
times or upon the event or events determined by the Committee and set forth in
the Option Agreement; provided, however, that no Option shall be exercisable
after the expiration of ten (10) years from the date of grant of the Option, and
provided further, that no Incentive Stock Option granted to a Ten Percent
Shareholder shall be exercisable after the expiration of five (5) years from the
date of grant of the Option.

         (e) Limitations on Incentive Stock Options. The aggregate Fair Market
Value (determined as of the date of grant of an Option) of Common Stock which
any Employee is first eligible to purchase during any calendar year by exercise
of Incentive Stock Options granted under the Plan and by exercise of incentive
stock options (within the meaning of Section 422 of the Code) granted under any
other incentive stock option plan of the Company or an Affiliate shall not
exceed $100,000. If the Fair Market Value of stock with respect to which all
incentive

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 7

<PAGE>   8


stock options described in the preceding sentence held by any one Optionee are
exercisable for the first time by such Optionee during any calendar year exceeds
$100,000, the Options (that are intended to be Incentive Stock Options on the
date of grant thereof) for the first $100,000 worth of shares of Common Stock to
become exercisable in such year shall be deemed to constitute incentive stock
options within the meaning of Section 422 of the Code and the Options (that are
intended to be Incentive Stock Options on the date of grant thereof) for the
shares of Common Stock in the amount in excess of $100,000 that become
exercisable in that calendar year shall be treated as Non-Qualified Stock
Options. If the Code or the Treasury regulations promulgated thereunder are
amended after the effective date of the Plan to provide for a different limit
than the one described in this Section 8(e), such different limit shall be
incorporated herein and shall apply to any Options granted after the effective
date of such amendment.

         (f) Transferability of Options. Options granted under the Plan, and any
interest therein, shall not be transferable or assignable by the Optionee, and
may not be made subject to execution, attachment or similar process, otherwise
than by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the Optionee only by the Optionee; provided,
that the Optionee may, however, designate persons who or which may exercise his
Options following his death. Notwithstanding the preceding sentence,
Non-Qualified Stock Options may be transferred to such family members, family
member trusts and charitable institutions as the Committee, in its sole
discretion, may provide for at the date of the grant of such Option in the
Optionee's Option Agreement.

         (g) Acquisitions and Other Transactions. The Committee may, from time
to time, assume outstanding options granted by another entity, whether in
connection with an acquisition of such other entity or otherwise, by either (i)
granting an Option under the Plan in replacement of or in substitution for the
option assumed by the Company, or (ii) treating the assumed option as if it had
been granted under the Plan if the terms of such assumed option could be applied
to an Option granted under the Plan. Such assumption shall be permissible if the
holder of the assumed option would have been eligible to be granted an Option
hereunder if the other entity had applied the rules of this Plan to such grant.
The Committee also may grant Options under the Plan in settlement of or
substitution for, outstanding options or obligations to grant future options in
connection with the Company or an Affiliate acquiring another entity, an
interest in another entity or an additional interest in an Affiliate whether by
merger, stock purchase, asset purchase or other form of transaction.
Notwithstanding the foregoing provisions of this Section 8, in the case of an
Option issued or assumed pursuant to this Section 8(g), the exercise price for
the Option shall be determined in accordance with the principles of Section
424(a) of the Code and the Treasury regulations promulgated thereunder.

         (h) Grants of Options to Non-Employee Directors. In addition to any
other Non-Qualified Stock Options that the Committee may in its discretion grant
to Non-Employee Directors, each individual who is elected or appointed to become
a new, first-time Non-Employee Director during the term of the Plan and agrees
to become a Non-Employee Director as a result of such election or appointment
shall receive, without the exercise of the discretion of any person, a
Non-Qualified Stock Option to purchase 15,000 shares of Common Stock on the
effective date of such election or appointment (subject to adjustment pursuant
to Section 11(a) hereof). In addition, on the day after each annual meeting of
the Company's stockholders, each


Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 8

<PAGE>   9


person who is a continuing Non-Employee Director on any such date and who has
been a Non-Employee Director for at least six months as of such date shall
receive, without the exercise of the discretion of any person, a Non-Qualified
Stock Option to purchase of 7,500 shares of Common Stock (subject to adjustment
pursuant to Section 11(a) hereof). In the event that there are not sufficient
shares available under the Plan to allow for the grant to each Non-Employee
Director of a Non-Qualified Stock Option for the number of shares provided for
in this Section 8(h), each Non-Employee Director shall receive a Non-Qualified
Stock Option for his pro rata share of the total number of shares of Common
Stock available under the Plan. The exercise price of each share of Common Stock
subject to an Option granted to a Non-Employee Director shall equal the Fair
Market Value of a share of Common Stock on the date such Option is granted. Each
Option granted to a Non-Employee Director shall become exercisable six months
from, the date the Grantee becomes a Non-Employee Director and shall have a term
of ten (10) years from the date the Option is granted. Notwithstanding the
exercise period of any Option granted to a Non-Employee Director, all such
Options shall immediately become exercisable upon (i) the death of a
Non-Employee Director while serving as such or (ii) a Change in Control.

         9. EXERCISE OF OPTIONS.

         (a) Notice. Options may be exercised only by delivery to the Company of
a written exercise agreement approved by the Committee (which need not be the
same for each Optionee), stating the number of shares of Common Stock being
purchased, the restrictions imposed on the shares of Common Stock, if any, and
such representations and agreements regarding the Optionee's investment intent
and access to information and other matters, if any, as may be required by the
Company to comply with applicable securities laws, or as may be deemed
appropriate by the Company in connection with the issuance of shares of Common
Stock upon exercise of the Option, together with payment in full of the exercise
price for the number of shares of Common Stock being purchased. Such exercise
agreement may be part of an Optionee's Option Agreement.

         (b) Early Exercise. An Option Agreement may, but need not, include a
provision that permits the Optionee to elect at any time while an Employee,
Director or Consultant, to exercise any part or all of the Option prior to full
vesting of the Option. Any unvested shares of Common Stock received pursuant to
such exercise may be subject to a repurchase right in favor of the Company or an
Affiliate or to any other restriction the Committee, or if applicable the Chief
Executive Officer, determines to be appropriate

         (c) Payment. Payment for the shares of Common Stock to be purchased
upon exercise of an Option may be made in cash (by check) or, where approved by
the Committee in its sole discretion at the date of grant and stated in the
Option Agreement and where permitted by law: (i) if a public market for the
Common Stock exists, through a "same day sale" commitment from the Optionee and
a broker-dealer that is a member of the National Association of Securities
Dealers, Inc. (an "NASD Dealer") whereby the Optionee irrevocably elects to
exercise the Option and to sell a portion of the shares of Common Stock so
purchased to pay for the exercise price and whereby the NASD Dealer irrevocably
commits upon receipt of such shares of Common Stock to forward the exercise
price directly to the Company; (ii) if a public market for the Common Stock
exists, through a "margin" commitment from the Optionee and an NASD

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 9

<PAGE>   10


Dealer whereby the Optionee irrevocably elects to exercise the Option and to
pledge the shares of Common Stock so purchase to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of
such shares of Common Stock to forward the exercise price directly to the
Company; (iii) by surrender for cancellation of Qualifying Shares at the Fair
Market Value per share at the time of exercise (provided that such surrender
does not result in an accounting charge for the Company); (iv) by delivery of
the Optionee's promissory note with such recourse, interest, security,
redemption and other provisions as the Committee may require; or (v) by any
combination of the foregoing. No shares of Common Stock may be issued until full
payment of the purchase price therefor has been made.

         (d) Withholding Taxes. The Committee may establish such rules and
procedures as it considers desirable in order to satisfy any obligation of the
Company to withhold the statutory prescribed minimum amount of federal or state
income taxes or other taxes with respect to the exercise of any Option granted
under the Plan. Prior to issuance of the shares of Common Stock upon exercise of
an Option, the Optionee shall pay or make adequate provision acceptable to the
Committee for the satisfaction of the statutory minimum prescribed amount of any
federal or state income or other tax withholding obligations of the Company, if
applicable. Upon exercise of an Option, the Company shall withhold or collect
from the Optionee an amount sufficient to satisfy such tax withholding
obligations.

         (e) Exercise of Option Following Termination of Continuous Service.

                  (i) An Option may not be exercised after the expiration date
         of such Option set forth in the Option Agreement and may be exercised
         following the termination of an Optionee's Continuous Service only to
         the extent provided in the Option Agreement.

                  (ii) Where the Option Agreement permits an Optionee to
         exercise an Option following the termination of the Optionee's
         Continuous Service for a specified period, the Option shall terminate
         to the extent not exercised on the last day of the specified period or
         the last day of the original term of the Option, whichever occurs
         first.

                  (iii) Any Option designated as an Incentive Stock Option, to
         the extent not exercised within the time permitted by law for the
         exercise of Incentive Stock Options following the termination of an
         Optionee's Continuous Service, shall convert automatically to a
         Non-Qualified Stock Option and thereafter shall be exercisable as such
         to the extent exercisable by its terms for the period specified in the
         Option Agreement.

                  (iv) The Committee shall have discretion to determine whether
         the Continuous Service of an Optionee has terminated and the effective
         date on which such Continuous Service terminates and whether the
         Optionee's Continuous Service terminated as a result of the Disability
         of the Optionee.

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 10

<PAGE>   11


         (f) Limitations on Exercise.

                  (i) The Committee, or if applicable the Chief Executive
         Officer, may specify a reasonable minimum number of shares of Common
         Stock or a percentage of the shares subject to an Option that may be
         purchased on any exercise of an Option; provided, that such minimum
         number will not prevent Optionee from exercising the full number of
         shares of Common Stock as to which the Option is then exercisable.

                  (ii) The obligation of the Company to issue any shares of
         Common Stock pursuant to the exercise of any Option shall be subject to
         the condition that such exercise and the issuance and delivery of such
         shares pursuant thereto comply with the Securities Act, all applicable
         state securities laws and the requirements of any stock exchange or
         national market system upon which the shares of Common Stock may then
         be listed or quoted, as in effect on the date of exercise. The Company
         shall be under no obligation to register the shares of Common Stock
         with the Securities and Exchange Commission or to effect compliance
         with the registration, qualification or listing requirements of any
         state securities laws or stock exchange or national market system, and
         the Company shall have no liability for any inability or failure to do
         so.

                  (iii) As a condition to the exercise of an Option, the Company
         may require the person exercising such Option to represent and warrant
         at the time of any such exercise that the shares of Common Stock are
         being purchased only for investment and without any present intention
         to sell or distribute such shares of Common Stock if, in the opinion of
         counsel for the Company, such a representation is required by any
         securities or other applicable laws.

         (g) Modification, Extension And Renewal of Options . The Committee
shall have the power to modify, extend or renew outstanding Options and to
authorize the grant of new Options in substitution therefor, provided that
(except as permitted by Section 11 of this Plan) any such action may not,
without the written consent of any Optionee, impair any rights under any Option
previously granted to such Optionee. Any outstanding Incentive Stock Option that
is modified, extended, renewed or otherwise altered will be treated in
accordance with Section 424(h) of the Code.

         (h) Privileges of Stock Ownership. No Optionee will have any of the
rights of a shareholder with respect to any shares of Common Stock subject to an
Option until such Option is properly exercised and the purchased shares are
issued and delivered to the Optionee, as evidenced by an appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company.
No adjustment shall be made for dividends or distributions or other rights for
which the record date is prior to such date of issuance and delivery, except as
provided in the Plan.

         10. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Each Restricted
Stock Agreement shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The terms and conditions of
such Restricted Stock Agreements may change from time to time, and the terms and
conditions of separate Restricted

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 11

<PAGE>   12


Stock Agreements need not be identical, but each such Restricted Stock Agreement
shall be subject to the terms and conditions of this Section 10.

         (a) Forfeiture Restrictions. Shares of Common Stock that are the
subject of a Restricted Stock Award shall be subject to restrictions on
disposition by the Grantee and to an obligation of the Grantee to forfeit and
surrender the shares to the Company under certain circumstances (the "Forfeiture
Restrictions"). The Forfeiture Restrictions shall be determined by the Committee
in its sole discretion, and the Committee may provide that the Forfeiture
Restrictions shall lapse on the passage of time, the attainment of one or more
performance targets established by the Committee, or the occurrence of such
other event or events determined to be appropriate by the Committee. The
Forfeiture Restrictions applicable to a particular Restricted Stock Award (which
may differ from any other such Restricted Stock Award) shall be stated in the
Restricted Stock Agreement.

         (b) Restricted Stock Awards. At the time any Restricted Stock Award is
granted under the Plan, the Company and the Grantee shall enter into a
Restricted Stock Agreement setting forth each of the matters addressed in this
Section 10 and such other matters as the Committee may determine to be
appropriate. Shares of Common Stock awarded pursuant to a Restricted Stock Award
shall be represented by a stock certificate registered in the name of the
Grantee of such Restricted Stock Award. The Grantee shall have the right to
receive dividends with respect to the shares of Common Stock subject to a
Restricted Stock Award, to vote the shares of Common Stock subject thereto and
to enjoy all other stockholder rights with respect to the shares of Common Stock
subject thereto, except that, unless provided otherwise in the Restricted Stock
Agreement, (i) the Grantee shall not be entitled to delivery of the shares of
Common Stock certificate until the Forfeiture Restrictions have expired, (ii)
the Company or an escrow agent shall retain custody of the shares of Common
Stock until the Forfeiture Restrictions have expired, (iii) the Grantee may not
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the shares
of Common Stock until the Forfeiture Restrictions have expired, and (iv) a
breach of the terms and conditions established by the Committee pursuant to the
Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock
Award. At the time of such Award, the Committee may, in its sole discretion,
prescribe additional terms, conditions or restrictions relating to Restricted
Stock Award, including rules pertaining to the termination of the Grantee's
Continuous Service (by retirement, Disability, death or otherwise) prior to
expiration of the Forfeiture Restrictions. Such additional terms, conditions or
restrictions shall also be set forth in a Restricted Stock Agreement made in
connection with the Restricted Stock Award.

         (c) Rights and Obligations of Grantee. One or more stock certificates
representing shares of Common Stock, free of Forfeiture Restrictions, shall be
delivered to the Grantee promptly after, and only after, the Forfeiture
Restrictions have expired. Each Restricted Stock Agreement shall require that
(i) the Grantee, by his or her acceptance of the Restricted Stock Award, shall
irrevocably grant to the Company a power of attorney to transfer any shares so
forfeited to the Company and agrees to execute any documents requested by the
Company in connection with such forfeiture and transfer, and (ii) such
provisions regarding transfers of forfeited shares of Common Stock shall be
specifically performable by the Company in a court of equity or law.

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 12

<PAGE>   13


         (d) Restriction Period. The Restriction Period for a Restricted Stock
Award shall commence on the date of grant of the Restricted Stock Award and,
unless otherwise established by the Committee and stated in the Restricted Stock
Award Agreement, shall expire upon satisfaction of the conditions set forth in
the Restricted Stock Agreement pursuant to which the Forfeiture Restrictions
will lapse.

         (e) Securities Restrictions. The Committee may impose other conditions
on any shares of Common Stock subject to a Restricted Stock Award as it may deem
advisable, including (i) restrictions under applicable state or federal
securities laws, and (ii) the requirements of any stock exchange or national
market system upon which shares of Common Stock are then listed or quoted.

         (f) Payment for Restricted Stock. The Committee shall determine the
amount and form of any payment for shares of Common Stock received pursuant to a
Restricted Stock Award; provided, that in the absence of such a determination,
the Grantee shall not be required to make any payment for shares of Common Stock
received pursuant to a Restricted Stock Award, except to the extent otherwise
required by law.

         (g) Forfeiture of Restricted Stock. Subject to the provisions of the
particular Restricted Stock Agreement, on termination of the Grantee's
Continuous Service during the Restriction Period, the shares of Common Stock
subject to the Restricted Stock Award shall be forfeited by the Grantee. Upon
any forfeiture, all rights of the Grantee with respect to the forfeited shares
of the Common Stock subject to the Restricted Stock Award shall cease and
terminate, without any further obligation on the part of the Company, except
that if so provided in the Restricted Stock Agreement applicable to the
Restricted Stock Award, the Company shall repurchase each of the shares of
Common Stock forfeited for the purchase price per share paid by the Grantee. The
Committee will have discretion to determine whether the Continuous Service of a
Grantee has terminated and the date on which such Continuous Service terminates
and whether the Grantee's Continuous Service terminated as a result of the
Disability of the Grantee.

         (h) Lapse of Forfeiture Restrictions in Certain Events; Committee's
Discretion. Notwithstanding the provisions of Section 10(g) or any other
provision in the Plan to the contrary, the Committee may, in its discretion and
as of a date determined by the Committee, fully vest any or all Common Stock
awarded to the Grantee pursuant to a Restricted Stock Award, and upon such
vesting, all Forfeiture Restrictions applicable to such Restricted Stock Award
shall lapse or terminate. Any action by the Committee pursuant to this Section
10(h) may vary among individual Grantees and may vary among the Restricted Stock
Awards held by any individual Grantee. Notwithstanding the preceding provisions
of this Section 10(h), the Committee may not take any action described in this
Section 10(h) with respect to a Restricted Stock Award that has been granted to
a Covered Employee if such Award has been designed to meet the exception for
performance-based compensation under Section 162(m) of the Code.

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 13

<PAGE>   14


         11. ADJUSTMENT UPON CHANGES IN CAPITALIZATION AND CORPORATE EVENTS.

         (a) Capital Adjustments. The number of shares of Common Stock (i)
covered by each outstanding Award granted under the Plan, the exercise or
purchase price of such outstanding Award, and any other terms of the Award that
the Committee determines requires adjustment and (ii) available for issuance
under Sections 5, 7 and 8(h) shall be adjusted to reflect, as deemed appropriate
by the Committee, any increase or decrease in the number of shares of Common
Stock resulting from a stock dividend, stock split, reverse stock split,
combination, reclassification or similar change in the capital structure of the
Company without receipt of consideration, subject to any required action by the
Board or the shareholders of the Company and compliance with applicable
securities laws; provided, however, that a fractional share will not be issued
upon exercise of any Award, and either (i) any fraction of a share of Common
Stock that would have resulted will be cashed out at Fair Market Value or (ii)
the number of shares of Common Stock issuable under the Award will be rounded up
to the nearest whole number, as determined by the Committee. Except as the
Committee determines, no issuance by the Company of shares of capital stock of
any class, or securities convertible into shares of capital stock of any class,
shall affect, and no adjustment by reason hereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Award.

         (b) Dissolution or Liquidation. The Committee shall notify the Grantee
at least twenty (20) days prior to any proposed dissolution or liquidation of
the Company. Unless provided otherwise in an individual Option Agreement or
Restricted Stock Agreement or in a then-effective written employment agreement
between the Grantee and the Company or an Affiliate, to the extent that an Award
has not been previously exercised, the Company's repurchase rights relating to
an Award have not expired or the Forfeiture Restrictions have not lapsed, any
such Award that is an Option shall expire and any such Award that is a
Restricted Stock Award shall be forfeited and the shares of Common Stock subject
to such Award shall be returned to the Company, in each case, immediately prior
to consummation of such dissolution or liquidation, such Award shall terminate
immediately prior to consummation of such dissolution or liquidation.

         (c) Change in Control. If, during the effectiveness of the Plan (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
50 percent or more of the combined voting power of the Company's then
outstanding securities; (ii) as a result of, or in connection with, any tender
offer or exchange offer, merger, or other business combination (a
"Transaction"), the persons who were directors of the Company immediately before
the Transaction shall cease to constitute a majority of the Board of Directors
of the Company or any successor to the Company; (iii) the Company is merged or
consolidated with another corporation and as a result of the merger or
consolidation less than 75 percent of the outstanding voting securities of the
surviving or resulting corporation shall then be owned in the aggregate by the
former stockholders of the Company; (iv) a tender offer or exchange offer is
made and consummated for the ownership of securities of the Company representing
50 percent or more of the combined voting power of the Company's then
outstanding voting securities; or (v) the Company transfers substantially all of
its assets to another corporation which is not controlled by the Company (any
such event described in this Section 11(c), a "Change in Control"), (A) each
Option which is at the time outstanding under the Plan shall (1) except as
provided otherwise in an individual Option Agreement, automatically

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 14

<PAGE>   15


become, subject to all other terms of the Option Agreement, fully vested and
exercisable and be released from any repurchase or forfeiture rights,
immediately prior to the specified effective date of such Change in Control, for
all of the shares of Common Stock at the time represented by such Option, and
(2) notwithstanding any contrary terms in the Option Agreement (other than terms
providing for a specific exercise period following a Change in Control), expire
twenty (20) days after the Committee gives written notice to Optionees
specifying the terms and conditions of the acceleration of the Options, except
as provided otherwise in a then-effective written employment agreement between
the Grantee and the Company or an Affiliate or as provided otherwise
specifically with respect to a Change in Control in an individual Option
Agreement and (B) the Forfeiture Restrictions applicable to all outstanding
Restricted Stock Awards shall lapse and shares of Common Stock subject to such
Restricted Stock Awards shall be released from escrow, if applicable, and
delivered to the Grantees of the Awards free of any Forfeiture Restriction.

         To the extent that an Optionee exercises his Option before or on the
effective date of the Change in Control, the Company shall issue all Common
Stock purchased by exercise of that Option, and those shares of Common Stock
shall be treated as issued and outstanding for purposes of the Change in
Control.

         12. STOCKHOLDER APPROVAL. The Company shall obtain the approval of the
Plan by the Company's stockholders to the extent required to satisfy Section
162(m) of the Code or to satisfy or comply with any applicable laws or the rules
of any stock exchange or national market system on which the Common Stock may be
listed or quoted. No Award that is issued as a result of any increase in the
number of shares of Common Stock authorized to be issued under the Plan may be
exercised or forfeiture restrictions lapse prior to the time such increase has
been approved by the stockholders of the Company, and all such Awards granted
pursuant to such increase will similarly terminate if such shareholder approval
is not obtained.

         13. ADMINISTRATION. This Plan shall be administered by the Committee.
The Committee shall interpret the Plan and any Awards granted pursuant to the
Plan and shall prescribe such rules and regulations in connection with the
operation of the Plan as it determines to be advisable for the administration of
the Plan. The Committee may rescind and amend its rules and regulations from
time to time. The interpretation by the Committee of any of the provisions of
this Plan or any Award granted under this Plan shall be final and binding upon
the Company and all persons having an interest in any Option or any shares of
Common Stock acquired pursuant to an Award.

         14. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of
the Board or the Committee shall be deemed to give any Employee, Director or
Consultant any right to be granted an Award or any other rights except as may be
evidenced by the Option Agreement or Restricted Stock Agreement, or any
amendment thereto, duly authorized by the Committee, or if applicable the Chief
Executive Officer, and executed on behalf of the Company, and then only to the
extent and on the terms and conditions expressly set forth therein. The
existence of the Plan and the Awards granted hereunder shall not affect in any
way the right of the Board, the Committee or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 15

<PAGE>   16


business, any merger or consolidation or other transaction involving the
Company, any issue of bonds, debentures, or shares of preferred stock ahead of
or affecting the Common Stock or the rights thereof, the dissolution or
liquidation of the Company or any sale or transfer of all or any part of the
Company's assets or business, or any other corporate act or proceeding by or for
the Company. Nothing contained in the Plan or in any Option Agreement,
Restricted Stock Agreement, or in other related documents shall confer upon any
Employee, Director or Consultant any right with respect to such person's
Continuous Service or interfere or affect in any way with the right of the
Company or an Affiliate to terminate such person's Continuous Service at any
time, with or without cause.

         15. NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS. Except as
specifically provided in a retirement or other benefit plan of the Company or an
Affiliate, Awards shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of the Company or an
Affiliate, and shall not affect any benefits under any other benefit plan of any
kind or any benefit plan subsequently instituted under which the availability or
amount of benefits is related to level of compensation. The Plan is not a
"Retirement Plan" or "Welfare Plan" under the Employee Retirement Income
Security Act of 1974, as amended.

         16. AMENDMENT OR TERMINATION OF PLAN. The Board in its discretion may,
at any time or from time to time after the date of adoption of the Plan,
terminate or amend the Plan in any respect, including amendment of any form of
Option Agreement, Restricted Stock Agreement, exercise agreement or instrument
to be executed pursuant to the Plan; provided, however, to the extent necessary
to comply with the Code, including Sections 162(m) and 422 of the Code, other
applicable laws, or the applicable requirements of any stock exchange or
national market system, the Company shall obtain stockholder approval of any
Plan amendment in such manner and to such a degree as required. No Award may be
granted after termination of the Plan. Any amendment or termination of the Plan
shall not affect Awards previously granted, and such Awards shall remain in full
force and effect as if the Plan had not been amended or terminated, unless
mutually agreed otherwise in a writing (including an Option Agreement or
Restricted Stock Agreement) signed by the Grantee and the Company.

         17. EFFECTIVE DATE AND TERM OF PLAN. The amendment and restatement of
Plan as set forth herein shall become effective upon its adoption by the Board.
It shall continue in effect for a term of ten (10) years from December 22, 1997,
the original effective date of the Plan, unless sooner terminated by action of
the Board. Subject to the terms and conditions of the Plan, as amended and
restated herein, and applicable laws, Awards may be granted under the Plan upon
its adoption.

         18. SEVERABILITY AND REFORMATION. The Company intends all provisions of
the Plan to be enforced to the fullest extent permitted by law. Accordingly,
should a court of competent jurisdiction determine that the scope of any
provision of the Plan is too broad to be enforced as written, the court should
reform the provision to such narrower scope as it determines to be enforceable.
If, however, any provision of the Plan is held to be wholly illegal, invalid, or
unenforceable under present or future law, such provision shall be fully
severable and severed, and the Plan shall be construed and enforced as if such
illegal, invalid, or

Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 16

<PAGE>   17


unenforceable provision were never a part hereof, and the remaining provisions
of the Plan shall remain in full force and effect and shall not be affected by
the illegal, invalid, or unenforceable provision or by its severance.

         19. GOVERNING LAW. The Plan shall be construed and interpreted in
accordance with the laws of the State of Texas.

         20. INTERPRETIVE MATTERS. Whenever required by the context, pronouns
and any variation thereof shall be deemed to refer to the masculine, feminine,
or neuter, and the singular shall include the plural, and visa versa. The term
"include" or "including" does not denote or imply any limitation. The captions
and headings used in the Plan are inserted for convenience and shall not be
deemed a part of the Plan for construction or interpretation.


Quanta Services, Inc.
2001 Stock Incentive Plan                                               Page 17


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>4
<FILENAME>h89736ex10-23.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT OF PETER T. DAMERIS
<TEXT>
<PAGE>   1
                                                                   EXHIBIT 10.23

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement"), by and among Quanta
Services, Inc., a Delaware corporation ("Employer"), and Peter T. Dameris
("Employee"), is hereby entered into this April 1, 2001 (the "Execution Date").

                                    RECITALS

         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 confidential
relationship wherein Employee, in the course of Employee's employment with
Employer, has and will continue to become familiar with and aware of
Confidential Information (as defined in Section 9), all of which has been and
will be established and maintained at great expense to Employer and all or part
of which constitutes "trade secrets" of Employer and the valuable goodwill of
Employer.

                                   AGREEMENTS

         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. Employment and Duties.

                  (a) Employer hereby employs Employee as Executive Vice
         President and Chief Operating Officer of Employer effective as of
         February 5, 2001 (the "Effective Date"). As such, Employee shall have
         responsibilities, duties and authority reasonably accorded to and
         expected of an Executive Vice President and Chief Operating Officer of
         Employer and will report directly to the Chief Executive Officer of
         Employer (the "CEO"). Employee hereby accepts this employment upon the
         terms and conditions herein contained and, subject to Section 1(c),
         agrees to devote Employee's work time, attention and efforts to promote
         and further the business of Employer.

                  (b) Employee shall faithfully adhere to, execute and fulfill
         all policies established by the Board of Directors of Employer (the
         "Board") and the CEO.

                  (c) Employee shall not, during the Term (as defined in Section
         5) of this Agreement, be engaged in any other business activity pursued
         for gain, profit or other pecuniary advantage if such activity
         substantially interferes with Employee's duties and responsibilities
         hereunder. The foregoing limitations shall not be construed as
         prohibiting Employee from making personal investments in such form or
         manner as will neither require Employee's services in the operation or
         affairs of the companies or enterprises in which such investments are
         made nor violate the terms of Section 3.

Employment Agreement -- Peter T. Dameris      1

<PAGE>   2

         2. Compensation. For all services rendered by Employee, Employer shall
compensate Employee as follows:

                  (a) Base Salary. The base salary payable to Employee beginning
         as of the Effective Date shall be $300,000 per year, payable on a
         regular basis in accordance with Employer's standard payroll procedures
         but not less than monthly. On at least an annual basis, the Board will
         review Employee's performance and may make increases to such base
         salary if, in its discretion, any such increase is warranted. Such
         recommended increase would, in all likelihood, require approval by the
         Board or a duly constituted committee thereof.

                  (b) Bonus.

                           (i) Employee will participate in the Management
                  Incentive Bonus Plan developed by Employer for the fiscal year
                  ending December 31, 2001. The maximum bonus for which Employee
                  will be eligible pursuant to such plan will be 100% of his
                  base salary; provided, however, in no event will Employee's
                  bonus for the fiscal year ending December 31, 2001 be less
                  than $200,000.

                           (ii) Employee will participate in the Management
                  Incentive Bonus Plan developed by Employer for the fiscal year
                  ending December 31, 2002. The maximum bonus for which Employee
                  will be eligible pursuant to such plan will be 100% of
                  Employee's base salary. Employee will participate in future
                  incentive bonus plans made available by Employer during the
                  Term of this Agreement, provided that the maximum bonus for
                  which Employee will be eligible pursuant to any such plan will
                  be 100% of his base salary at the time the bonus is given.

                  (c) Executive Perquisites, Benefits, and Other Compensation.
         Employee shall be entitled to receive, beginning as of the Effective
         Date, additional benefits and compensation from Employer in such form
         and to such extent as specified below:

                           (i) Payment of all premiums for coverage for Employee
                  and Employee's dependent family members under health,
                  hospitalization, disability, dental, life and other insurance
                  plans that Employer will have in effect.

                           (ii) Reimbursement for all business travel and other
                  out-of-pocket expenses reasonably incurred by Employee in the
                  performance of Employee's services pursuant to this Agreement.
                  All reimbursable expenses shall be appropriately documented in
                  reasonable detail by Employee upon submission of any request
                  for reimbursement, and in a format and manner consistent with
                  Employer's expense reporting policy.

                           (iii) Employer shall provide Employee with other
                  executive perquisites that are available to other executives
                  generally and participation in all other benefits and
                  compensation plans or programs as available to other
                  executives from time to time.

                           (iv) Four weeks paid vacation per year.


Employment Agreement -- Peter T. Dameris      2

<PAGE>   3

                           (v) Payment of attorney's fees, up to a maximum of
                  $6,000, incurred by Employee for his review and negotiation of
                  this Agreement.

                  (d) Restricted Stock. Subject to the provisions of Section 20,
         on or before the first to occur of (i) the adoption by Employer of an
         employee benefit plan providing for the issuance of restricted stock
         grants, (ii) a vesting event under clause (G) of Section 20(a)(xiii) or
         (iii) June 1, 2001, Employer agrees that it shall issue to Employee
         72,701 shares of Common Stock, $.00001 par value per share (the "Common
         Stock"), of Employer.

                  (e) Stock Options. On or before the Execution Date, Employer
         shall grant Employee nonqualified options to purchase 175,000 shares of
         Common Stock under Employer's 1997 Stock Option Plan. Except for
         extraordinary circumstances, on each successive anniversary of the
         Effective Date during the Term of this Agreement, Employer shall grant
         Employee nonqualified options to purchase 50,000 shares of Common Stock
         under Employer's 1997 Stock Option Plan, as it may be amended from time
         to time, or under, and subject to, the provisions of any similar plan
         providing for the grant of nonqualified stock options that may be
         adopted by Employer after the Execution Date. Options granted pursuant
         to this subsection shall be granted at an exercise price per share
         equal to the closing price of the Common Stock on the date of such
         grant and shall be substantially in the form of the grant agreement
         attached hereto as Exhibit A (the "Stock Option Agreement").

         3. Non-Competition.

                  (a) Employee hereby agrees that Employee will not, during the
         Term (as defined in Section 5) of this Agreement, and for a period of
         one (1) year following the end of the Term, for any reason whatsoever,
         directly or indirectly, for himself or on behalf of or in conjunction
         with any other person, persons, company, partnership, corporation or
         business of whatever nature:

                           (i) engage, as an officer, director, shareholder,
                  owner, partner, joint venturer or in a managerial capacity,
                  whether as an employee, independent contractor, consultant or
                  advisor or as a sales representative, in any Competitive
                  Business (as defined in Section 3(c)) or within 100 miles of
                  any other geographic area in which Employer or any of
                  Employer's direct or indirect subsidiaries conducts business,
                  including any territory serviced by Employer or any of its
                  subsidiaries (the "Territory");

                           (ii) call upon any person who is, at that time,
                  within the Territory, an employee of Employer (including the
                  subsidiaries thereof) for the purpose or with the intent of
                  enticing such employee away from or out of the employ of
                  Employer (including the direct or indirect subsidiaries
                  thereof);

                           (iii) call upon any person or entity which is, at
                  that time, or which has been, within one (1) year prior to
                  that time, a customer of Employer (including the direct or
                  indirect subsidiaries thereof) within the Territory for the
                  purpose of

Employment Agreement -- Peter T. Dameris      3

<PAGE>   4

                  soliciting or selling products or services in a Competitive
                  Business within the Territory; or

                           (iv) call upon any prospective acquisition candidate,
                  on Employee's own behalf or on behalf of any competitor, which
                  candidate was, to Employee's actual knowledge after due
                  inquiry, either called upon by Employer including the direct
                  or indirect subsidiaries thereof) or for which Employer made
                  an acquisition analysis, for the purpose of acquiring such
                  entity.

         Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit Employee from acquiring as an investment not more than two percent
(2%)of the capital stock of a competing business, whose stock is traded on a
national securities exchange or over-the-counter.

                  (b) Because of the difficulty of measuring economic losses to
         Employer as a result of a breach of the foregoing covenant, and because
         of the immediate and irreparable damage that could be caused to
         Employer for which it would have no other adequate remedy, Employee
         agrees that the foregoing covenant may be enforced by Employer in the
         event of breach by him, by injunctions and restraining orders.

                  (c) It is agreed by the parties that the foregoing covenants
         in this Section 3 impose a reasonable restraint on Employee in light of
         the activities and business of Employer (including Employer's direct
         and indirect subsidiaries) on the date of the execution of this
         Agreement and the current plans of Employer (including Employer's
         direct and indirect subsidiaries). "Competitive Business" means any
         business that provides specialized construction contracting and/or
         maintenance services to: electric utilities; telecommunication, cable
         television or natural gas pipeline operators; governmental entities;
         the transportation industry; or commercial and/or industrial customers.

         It is further agreed by the parties hereto that, in the event that
Employee shall cease to be employed hereunder, and shall enter into a business
or pursue other activities the operation of which does not violate clause (a)(i)
of this Section 3, and such new business or activities are not in violation of
this Section 3 or of employee's obligations under this Section 3, Employee shall
not be chargeable with a violation of this Section 3 if Employer (including
Employer's direct and indirect subsidiaries) shall thereafter enter the same,
similar or a competitive (i) business, (ii) course of activities or (iii)
location, as applicable.

                  (d) The covenants in this Section 3 are severable and
         separate, and the unenforceability of any specific covenant shall not
         affect the provisions of any other covenant. Moreover, in the event any
         court of competent jurisdiction shall determine that the scope, time or
         territorial restrictions set forth are unreasonable, then it is the
         intention of the parties that such restrictions be enforced to the
         fullest extent which the court deems reasonable, and the Agreement
         shall be reformed in accordance therewith.

                  (e) All of the covenants in this Section 3 shall be construed
         as an agreement independent of any other provision in this Agreement,
         and the existence of any claim or

Employment Agreement -- Peter T. Dameris      4

<PAGE>   5

         cause of action of Employee against Employer, whether predicated on
         this Agreement or otherwise, shall not constitute a defense to the
         enforcement by Employer of such covenants.

                  (f) Notwithstanding any other provision of this Agreement, if
         Employee's employment is terminated by Employer for other than good
         cause, then no non-competition provision shall be enforceable for any
         period of time during which or for which the Employee is not receiving
         or has not received severance compensation.

         4. Place of Performance. Nothing contained herein shall be deemed to
require Employee to relocate from Employee's current residence to geographic
location other than the Houston, Texas metropolitan area to carry out Employee's
duties and responsibilities under this Agreement. In the event (i) Employer
requires Employee to relocate or (ii) Employer relocates its principal executive
office outside a 75-mile radius of the City of Houston, Texas without Employee's
written consent and as a result of such relocation Employee is the only
executive officer of Employer still based in Texas, Employee may immediately
terminate this Agreement, in which case (a) Employee shall receive from
Employer, in a lump-sum payment due on the effective date of termination of this
Agreement pursuant to the provisions of this Section 4, an amount equal to two
times Employee's base salary at the rate then in effect, (b) all options to
purchase Common Stock granted to Employee shall immediately vest and, for the
sole purpose of being eligible to exercise such options, Employee's employment
shall be deemed to continue for whatever time period is remaining under the
Initial Term or the then current Renewal Term of this Agreement, disregarding
the earlier termination of Employee's employment under this Section 4 and (c)
the Issued Shares (as defined in Section 20) shall vest in accordance with
clause (G) of the Vesting Schedule (as defined in Section 20(a)).

         5. Term; Termination; Rights on Termination. The term of this Agreement
shall begin on the Effective Date and continue for three (3) years (the "Initial
Term"), and, unless terminated sooner as herein provided, shall continue
thereafter on a year-to-year basis (each a "Renewal Term" and together with the
Initial Term, the "Term") on the same terms and conditions contained herein in
effect as of the time of renewal. This Agreement and Employee's employment may
be terminated in any one of the followings ways:

                  (a) Death. The death of Employee shall immediately terminate
         this Agreement with no severance compensation due to Employee's estate,
         other than any payments provided for under any employee benefit plan or
         program.

                  (b) Disability. If, as a result of incapacity due to physical
         or mental illness or injury, Employee shall have been absent from
         Employee's full-time duties hereunder for four (4) consecutive months,
         then thirty (30) days after receiving written notice (which notice may
         occur before or after the end of such four (4) month period, but which
         shall not be effective earlier than the last day of such four (4) month
         period), Employer may terminate Employee's employment hereunder
         provided Employee is unable to resume Employee's full-time duties at
         the conclusion of such notice period. Also, Employee may terminate
         Employee's employment hereunder if his health should become impaired to
         an extent that makes the continued performance of Employee's duties
         hereunder hazardous to Employee's physical or mental health or life,
         provided that Employee shall have

Employment Agreement -- Peter T. Dameris      5

<PAGE>   6

         furnished Employer with a written statement from a qualified doctor to
         such effect and provided, further, that, at Employer's request made
         within thirty (30) days of the date of such written statement, Employee
         shall submit to an examination by a doctor selected by Employer who is
         reasonably acceptable to Employee or Employee's doctor and such doctor
         shall have concurred in the conclusion of Employee's doctor. In the
         event this Agreement is terminated as a result of Employee's
         disability, Employee shall receive from Employer, in a lump-sum payment
         due within ten (10) days of the effective date of termination,
         Employee's base salary at the rate then in effect for whatever time
         period is remaining under the Initial Term or the then current Renewal
         Term of this Agreement, as applicable, or for one (1) year, whichever
         amount is greater and any other required payments provided under any
         welfare or benefit plan or program in which Employee is a participant.

                  (c) Good Cause Termination By Employer. Employer may terminate
         the Agreement thirty (30) days after delivery of written notice to
         Employee for good cause, which shall be: (1) Employee's willful,
         material and irreparable breach of this Agreement; (2) Employee's gross
         negligence in the performance or intentional nonperformance or
         inattention continuing for thirty (30) days after receipt of written
         notice of need to cure of any of Employee's material duties and
         responsibilities hereunder; (3) Employee's willful dishonesty, fraud or
         material misconduct with respect to the business or affairs of
         Employer; (4) Employee's conviction of a felony crime; or (5) chronic
         alcohol abuse or illegal drug abuse by Employee. In the event of a
         termination for good cause, as enumerated above, Employee shall have no
         right to any severance compensation.

                  (d) Without Good Cause. At any time after the commencement of
         employment, either Employee or Employer may, without good cause,
         terminate this Agreement and Employee's employment, effective thirty
         (30) days after written notice is provided to the other party. Should
         Employee be terminated by Employer without good cause during the Term,
         (i) Employee shall receive from Employer, in a lump-sum payment due on
         the effective date of termination, an amount equal to two times
         Employee's base salary at the rate then in effect, (ii) any options to
         purchase Common Stock granted to Employee that would have vested on the
         next succeeding anniversary of the grant date following such
         termination shall vest pro rata from the first day following the
         anniversary of the grant date of such options immediately preceding
         such termination, up to and including the effective date of termination
         computed based on a 365-day year (or, if such termination occurs within
         the first year, the number of days that have elapsed subsequent to the
         Effective Date), and, for the sole purpose of being eligible to
         exercise all of his vested options, Employee's employment shall be
         deemed to continue for whatever time period is remaining under the
         Initial Term or the then current Renewal Term of this Agreement,
         disregarding its earlier termination on Employee's termination of
         employment under this Section 5(d) and (iii) the Issued Shares shall
         vest in accordance with clause (G) of the Vesting Schedule. If Employee
         resigns or otherwise terminates Employee's employment without cause
         pursuant to this Section 5(d), Employee shall receive no severance
         compensation.

Employment Agreement -- Peter T. Dameris      6

<PAGE>   7

                  (e) Change in Control of Employer. In the event of a Change in
         Control (as defined in Section 13) of Employer during the Term of this
         Agreement, refer to Section 13.

                  (f) Non-Renewal. In the event that Employer chooses not to
         renew this Agreement upon the expiration of the Initial Term or the
         then current Renewal Term of this Agreement, it shall give Employee
         written notice of this intent ninety (90) days before the expiration of
         such Initial Term or Renewal Term. In case of such non-renewal,
         Employee shall receive from Employer, in a lump-sum payment due on the
         date of expiration of such Initial Term or Renewal Term, an amount
         equal to Employee's base salary then in effect. If Employee resigns or
         otherwise terminates Employee's employment without cause pursuant to
         this Section 5(f), Employee shall receive no severance compensation.

                  (g) Change in Place of Performance. If there is a change in
         Employee's place of performance as set forth in Section 4, then
         Employee may terminate this Agreement pursuant to the terms of Section
         4.

                  (h) Other Effects of Termination Under Section 5(a)-(g). Upon
         termination of this Agreement for any reason provided above, Employee
         shall be entitled to receive all compensation earned and all benefits
         and reimbursements due through the effective date of termination.
         Additional compensation subsequent to termination, if any, will be due
         and payable to Employee only to the extent and in the manner expressly
         provided in this Section 5 or in Sections 4, 13 or 20(a)(xiii)(G). All
         other rights and obligations of Employer and Employee under this
         Agreement shall cease as of the effective date of termination, except
         that Employer's obligations under Section 10 hereof and any other
         statutorily required obligations and Employee's obligations under
         Sections 3, 7, 8, 9, 11 and 17 hereof shall survive such termination in
         accordance with their terms.

         6. Good Cause Termination By Employee. If termination of Employee's
employment arises out of Employer's failure to pay Employee on a timely basis
the amounts to which he is entitled under this Agreement or as a result of any
other breach of this Agreement by Employer, Employer shall pay all amounts and
damages to which Employee may be entitled as a result of such breach, including
interest thereon at the maximum non-usurious rate and all reasonable legal fees
and expenses and other costs incurred by Employee to enforce Employee's rights
hereunder. A termination under this Section 6 will relieve Employee of all
obligations under Section 3.

         7. Return of Company Property. All records, designs, patents, business
plans, financial statements, manuals, memoranda, lists and other property
delivered to or compiled by Employee by or on behalf of Employer, or its
representatives, vendors or customers which pertain to the business of Employer
shall be and remain the property of Employer, and be subject at all times to its
discretion and control. Likewise, all correspondence, reports, records, charts,
advertising materials, and other similar data pertaining to the business,
activities or future plans of Employer which is collected by Employee shall be
delivered promptly to Employer without request by it upon termination of
Employee's employment. Because of the difficulty of measuring economic losses to
Employer as a result of a breach of this Section 7, and because of

Employment Agreement -- Peter T. Dameris      7

<PAGE>   8


the immediate and irreparable damage that could be caused to Employer for which
it would have no other remedy, Employee agrees that this Section 7 may be
enforced by Employer in the event of breach by him, by injunctions and
restraining orders.

         8. Inventions. Employee shall disclose promptly to Employer any and all
significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by Employee,
solely or jointly with another, during the Term of this Agreement or within one
(1) year hereafter, and which are directly related to the business or activities
of Employer and which Employee conceives as a result of Employee's employment by
Employer. Employee hereby assigns and agrees to assign all of Employee's
interests therein to Employer or its nominee. Whenever requested to do so by
Employer, Employee shall execute any and all applications, assignments or other
instruments that Employer shall deem necessary to apply for and obtain Letters
Patent of the United States or any foreign country or to otherwise protect
Employer's interest therein.

         9. Confidentiality. Employee acknowledges and agrees that all
Confidential Information (as defined below) is confidential and a valuable,
special and unique asset of Employer that gives Employer an advantage over its
actual and potential, current and future competitors. Employee further
acknowledges and agrees that Employee owes Employer a fiduciary duty to preserve
and protect all Confidential Information from unauthorized disclosure or
unauthorized use; certain Confidential Information constitutes "trade secrets"
under the laws of the State of Texas; and unauthorized disclosure or
unauthorized use of the Confidential Information would irreparably injure
Employer.

                  (a) Both during the term of Employee's employment and after
         the termination of Employee's employment for any reason (including
         wrongful termination), Employee shall hold all Confidential Information
         in strict confidence, and shall not use any Confidential Information
         except for the benefit of Employer, in accordance with the duties
         assigned to Employee by Employer. Employee shall not, at any time
         (either during or after the term of Employee's employment), disclose
         any Confidential Information to any person or entity (except other
         employees of Employer who have a need to know the information in
         connection with the performance of their employment duties), or copy,
         reproduce, modify, decompile or reverse engineer any Confidential
         Information, or remove any Confidential Information from Employer's
         premises, without the prior written consent of Employer, or permit any
         other person to do so. Employee shall take reasonable precautions to
         protect the physical security of all documents and other material
         containing Confidential Information (regardless of the medium on which
         the Confidential Information is stored). This Agreement applies to all
         Confidential Information, whether now known or later to become known to
         Employee. It shall not be a violation of this Section 9(a) for Employee
         to disclose Confidential Information to the extent he is required to do
         so by law or order of any court; provided, however, that Employer shall
         be given notice of any such required disclosure.

                  (b) Upon the termination of Employee's employment with
         Employer for any reason (including wrongful termination), and upon
         request of Employer at any other time, Employee shall promptly
         surrender and deliver to Employer all documents and other written
         material of any nature containing or pertaining to any Confidential
         Information

Employment Agreement -- Peter T. Dameris      8

<PAGE>   9

         and shall not retain any such document or other material. Within five
         days of any such request, Employee shall certify to Employer in writing
         that all such materials have been returned.

                  (c) As used in this Agreement, the term "Confidential
         Information" shall mean any information or material known to or used by
         or for Employer or any entity controlled by or under common control
         with Employer (each, an "Affiliate") (whether or not owned or developed
         by Employer or such Affiliate and whether or not developed by Employee)
         that (i) is not generally known to the public and (ii) was not
         disclosed to Employee by a third party having a legal right to disclose
         such information. Confidential Information includes, but is not limited
         to, the following: (A) all trade secrets of Employer and its
         Affiliates; (B) all information that Employer or any Affiliate has
         marked as confidential or has otherwise described to Employee (either
         in writing or orally) as confidential; (C) all nonpublic information
         concerning Employer's and its Affiliates' products, services,
         prospective products or services, research, product designs, prices,
         discounts, costs, marketing plans, marketing techniques, market
         studies, competition, test data, customers, customer lists and records,
         suppliers or contracts; (D) all business records and plans of Employer
         and its Affiliates; (E) all personnel files of Employer and its
         Affiliates; (F) all financial information of or concerning Employer and
         its Affiliates; (G) all information relating to operating system
         software, application software, software and system methodology,
         hardware platforms, technical information, inventions, computer
         programs and listings, source codes, object codes, copyrights, or other
         intellectual property; (H) all technical specifications; (I) any
         proprietary information belonging to Employer or any Affiliate; and (J)
         all of Employer's or any Affiliate's computer hardware or software,
         training or instruction manuals and data and computer system passwords
         and user codes.

         Because of the difficulty of measuring economic losses to Employer as a
result of a breach of this Section 9, and because of the immediate and
irreparable damage that could be caused to Employer for which it would have no
other adequate remedy, Employee agrees that this Section 9 may be enforced by
Employer in the event of a breach by Employee by injunctions and restraining
orders.

         10. Indemnification. In the event Employee is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by Employer
against Employee), by reason of the fact that Employee is or was performing
services under this Agreement, then Employer shall indemnify Employee against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, as actually and reasonably incurred by Employee in connection
therewith. In the event that both Employee and Employer are made a party to the
same third-party action, complaint, suit or proceeding, Employer agrees to
engage competent legal representation, and Employee agrees to use the same
representation, provided that if counsel selected by Employer shall have a
conflict of interest that prevents such counsel from representing Employee,
Employee may engage separate counsel and Employer shall pay all attorneys' fees
of such separate counsel. Further, while Employee is expected at all times to
use Employee's best efforts to faithfully discharge his duties under this
Agreement, Employee cannot be held liable to Employer for errors or omissions
made in good faith where Employee has not exhibited gross,

Employment Agreement -- Peter T. Dameris      9

<PAGE>   10


willful or wanton negligence or misconduct or performed criminal and fraudulent
acts which materially damage the business of Employer.

         11. No Prior Agreements. Employee hereby represents and warrants to
Employer that the execution of this Agreement by Employee and his employment by
Employer and the performance of Employee's duties hereunder will not violate or
be a breach of any agreement with a former employer, client or any other person
or entity. Further, Employee agrees to indemnify Employer for any claim,
including but not limited to attorneys' fees and expenses of investigation, by
any such third party that such third party may now have or may hereafter come to
have against Employer based upon or arising out of any noncompetition agreement,
invention or secrecy agreement between Employee and such third party which was
in existence as of the Effective Date.

         12. Assignment; Binding Effect. Employee understands that he has been
selected for employment by Employer on the basis of Employee's personal
qualifications, experience and skills. Employee, therefore, shall not assign all
or any portion of Employee's performance under this Agreement. Subject to the
preceding two (2) sentences and the express provisions of Section 13, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto and their respective heirs, legal representatives, successors
and assigns.

         13. Change in Control.

                  (a) Employee understands and acknowledges that Employer may be
         merged or consolidated with or into another entity and that such entity
         shall automatically succeed to the rights and obligations of Employer
         hereunder or that Employer may undergo another type of Change in
         Control. In the event such a merger or consolidation or other Change in
         Control is initiated prior to the end of the Term, then in no event
         shall the Term of this Agreement expire prior to the first anniversary
         of such Change in Control and the provisions of this Section 13 shall
         be applicable during such period.

                  (b) In any Change in Control situation, Employee may, at his
         sole discretion, elect to terminate this Agreement by providing written
         notice to Employer at least five (5) business days prior to the
         anticipated closing of the transaction giving rise to the Change in
         Control. In such case, the applicable provisions of Section 5(d) will
         apply as though Employer had terminated this Agreement without cause;
         provided, however, under such circumstances (i) the amount of the
         lump-sum severance payment due to the Employee shall be equal to one
         and one-half times the amount calculated under the terms of Section
         5(d)(i), (ii) all options to purchase Common Stock granted to Employee
         shall immediately vest (to the extent not already fully vested under
         the terms of the Stock Option Agreement) and, for the sole purpose of
         being eligible to exercise such options, Employee's employment shall be
         deemed to continue for whatever time period is remaining under the
         Initial Term or the then current Renewal Term of this Agreement,
         disregarding the earlier termination of Employee's employment under
         this Section 13, (iii) the Issued Shares shall vest in accordance with
         clause (G) of the Vesting Schedule as applicable to a Change in Control
         and (iv) the noncompetition provisions of Section 3 shall not apply.

Employment Agreement -- Peter T. Dameris      10

<PAGE>   11

                  (c) For purposes of applying Section 5 under the circumstances
         described in subsection (b) above, the effective date of termination
         will be the closing date of the transaction giving rise to the Change
         in Control and all compensation, reimbursements and lump-sum payments
         due Employee must be paid in full by Employer at or prior to such
         closing. Further, Employee will be given sufficient time and
         opportunity to elect whether to exercise all or any of Employee's
         vested options to purchase Employer Common Stock, including any options
         with accelerated vesting under the provisions of Employer's 1997 Stock
         Option Plan, any subsequent plan and/or the Stock Option Agreement,
         such that Employee may convert the options to shares of Common Stock at
         or prior to the closing of the transaction giving rise to the Change in
         Control, if Employee so desires.

                  (d) In the event that a successor in a pending Change in
         Control gives notice that it will assume Employer's obligations under
         this Agreement and Employee chooses not to terminate this Agreement
         pursuant to the provisions of subsection (b) above, and at the time of
         or within twelve (12) months following such Change in Control either
         (i) Employee incurs a change that constitutes a Lesser Position (as
         defined in Section 13(f)) or (ii) Employee is terminated other than
         pursuant to Section 5(c), then effective as of the date Employee is
         caused to be in a Lesser Position or the effective date of such
         termination, whichever is applicable, such event shall be deemed to be
         a termination of this Agreement by Employer without good cause during
         the Term and the applicable portions of Section 5(d) will apply;
         provided, however, under such circumstances, (A) the amount of the
         lump-sum severance payment due to the Employee shall be equal to one
         and one-half times the amount calculated under the terms of Section
         5(d)(i), (B) all options to purchase Common Stock granted to Employee
         shall immediately vest (to the extent not already fully vested under
         the terms of the Stock Option Agreement) and, for the sole purpose of
         being eligible to exercise such options, Employee's employment shall be
         deemed to continue for whatever time period is remaining under the
         Initial Term or the then current Renewal Term of this Agreement,
         disregarding the earlier termination of Employee's employment under
         this Section 13, (C) the Issued Shares shall vest in accordance with
         clause (G) of the Vesting Schedule as applicable to a Change in Control
         and (D) the noncompetition provisions of Section 3 shall not apply.

                  (e) A "Change in Control" shall be deemed to have occurred if:

                           (i) any person or entity, other than Employer or an
                  employee benefit plan of Employer, acquires directly or
                  indirectly the Beneficial Ownership (as defined in Section
                  13(d) of the Securities Exchange Act of 1934, as amended) of
                  any voting security of 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 Employer;

                           (ii) John R. Colson is not the Chief Executive
                  Officer of Employer, unless Employee has immediately succeeded
                  John R. Colson as Chief Executive Officer;

Employment Agreement -- Peter T. Dameris      11

<PAGE>   12


                           (iii) the stockholders of Employer shall approve a
                  merger, consolidation, recapitalization or reorganization of
                  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 which would result in at least 75% 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 75% of the
                  holders of outstanding voting securities of 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

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

                  (f) "Lesser Position" shall mean a new position or a change in
         Employee's position, which, compared with Employee's position
         immediately prior to the Change in Control, (i) reduces Employee's
         compensation (including base salary, fringe benefits or incentive
         compensation opportunities (as determined in good faith by Employee)
         under any corporate-performance based bonus and incentive programs), or
         (ii) materially reduces Employee's duties, status, reporting
         requirements or level of responsibility, or (iii) requires Employee to
         change his place of performance as provided in Section 4.

                  (g) Employee shall be reimbursed by Employer or its successor
         for all excise taxes that Employee incurs under Section 4999 of the
         Internal Revenue Code of 1986, as amended (the "Code"), as a result of
         any "change in control," within the meaning of Section 280G of the Code
         without regard as to whether such "parachute payment" is made pursuant
         to this Agreement. In addition, Employee shall be reimbursed by
         Employer or its successor for all taxes (including any penalties and
         interest) and additional excise taxes attributable to the payment
         pursuant to the preceding sentence and the payment pursuant to this
         sentence. Such amount will be due and payable by Employer or its
         successor on the date Employer is required to withhold such excise tax,
         and in no event not later than within ten (10) days after Employee
         delivers a written request for reimbursement accompanied by a copy of
         Employee's tax return(s) showing the excise tax actually incurred by
         Employee. Such amount shall not be subject to offset or reduction for
         any amount owed or claimed to be owed to Employer or its successor by
         Employee. If not paid by Employer when due, the amount due under this
         subsection shall bear interest at the maximum non-usurious rate allowed
         by law from the due date to the date of payment.

         14. Complete Agreement. This Agreement supersedes any other agreements
or understandings, written or oral, between Employer and Employee, and Employee
has no oral representations, understandings or agreements with Employer or any
of its officers, directors or representatives covering the same subject matter
as this Agreement. This written Agreement is the final, complete and exclusive
statement and expression of the agreement between Employer and Employee and of
all the terms of this Agreement, and it cannot be varied, contradicted or

Employment Agreement -- Peter T. Dameris      12

<PAGE>   13


supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a written
instrument signed by a duly authorized officer of Employer and Employee, and no
term of this Agreement may be waived except by a written instrument signed by
the party waiving the benefit of such term

         15. Notice. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:

         To Employer:               Quanta Services, Inc.
                                    1360 Post Oak Boulevard, Suite 2100
                                    Houston, Texas  77056
                                    Attention:  General Counsel

         To Employee:               Peter T. Dameris
                                    2323 Seyborn
                                    Houston, Texas  77027

Notice shall be deemed given and effective three (3) days after the deposit in
the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received. Either party may
change the address for notice by notifying the other party of such change in
accordance with this Section

         16. 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.

         17. Arbitration. Except with respect to injunctive relief as provided
in Sections 3(b), 7 and 9 (which relief may be sought from any court or
administrative agency with jurisdiction with respect thereto), any unresolved
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration, conducted before a panel of three (3)
arbitrators in Houston, Texas, in accordance with the National 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. The
arbitrators shall not have the authority to add to, detract from or modify any
provision hereof nor to award punitive damages to any injured party. The
arbitrators shall have the authority to order back-pay, severance compensation,
vesting of options (or cash compensation in lieu of vesting of options),
reimbursement of costs and attorneys fees, including those incurred to enforce
this Agreement, and interest thereon in the event the arbitrators determine that
Employee was terminated without disability or good cause, as defined in Sections
5(b) and 5(c), respectively, or that Employer has otherwise materially breached
this Agreement. A decision by a majority of the arbitration panel shall be final
and binding. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. The direct expense of any arbitration proceeding shall be
borne by Employer.

Employment Agreement -- Peter T. Dameris      13

<PAGE>   14

         18. Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Texas.

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

         20. Provision Relating to Restricted Stock. All shares of Common Stock
issued pursuant to Section 2(d) shall be issued subject to the provisions of
this Section 20.

                  (a) Definitions. For purposes of this Section 20, the
         following terms shall have the following meanings:

                           (i) "1933 Act" shall mean the Securities Act of 1933,
                  as amended.

                           (ii) "Cancellation Right" shall mean the right
                  granted to Employer in accordance with Section 20(f)(i).

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

                           (iv) "Corporate Transaction" shall mean either of the
                  following stockholder approved transactions:

                                    (A) a merger or consolidation in which
                           securities possessing more than fifty percent (50%)
                           of the total combined voting power of Employer's
                           outstanding capital stock are transferred to a person
                           or persons different from the persons holding those
                           securities immediately prior to such transaction, or

                                    (B) the sale, transfer or other disposition
                           of all or substantially all of Employer's assets in
                           complete liquidation or dissolution of Employer.

                           (v) "Issued Shares" shall mean all shares of Common
                  Stock issued pursuant to Section 2(d) of this Agreement.

                           (vi) "Permitted Transfer" shall mean (A) a gratuitous
                  transfer of the Issued Shares, provided and only if Employee
                  obtains Employer's prior written consent to such transfer, or
                  (B) a transfer of title to the Issued Shares effected pursuant
                  to Employee's will or the laws of intestate succession
                  following Employee's death.

                           (vii) "Purchase Price" shall mean the par value per
                  share of the Common Stock multiplied by the number of Issued
                  Shares.

                           (viii) "Recapitalization" shall mean any stock split,
                  stock dividend, recapitalization, combination of shares,
                  exchange of shares or other change

Employment Agreement -- Peter T. Dameris      14

<PAGE>   15

                  affecting Employer's outstanding Common Stock as a class
                  without Employer's receipt of consideration.

                           (ix) "Rule 144" shall mean Rule 144 promulgated by
                  the SEC pursuant to the 1933 Act.

                           (x) "SEC" shall mean the Securities and Exchange
                  Commission.

                           (xi) "Service" shall mean Employee's provision of
                  services to Employer or any Affiliate (including any successor
                  thereto).

                           (xii) "Unvested Shares" shall have the meaning
                  assigned to such term in Section 20(f)(i).

                           (xiii) "Vesting Schedule" shall mean, subject to
                  clause (G) below, the following:

                                    (A) Upon the first anniversary of the
                           Effective Date, Employee shall acquire a vested
                           interest in, and the Cancellation Right shall lapse
                           with respect to, twelve and one-half percent (12.5%)
                           of such Issued Shares.

                                    (B) Upon the second anniversary of the
                           Effective Date, Employee shall acquire a vested
                           interest in, and the Cancellation Right shall lapse
                           with respect to, an additional twelve and one-half
                           percent (12.5%) of such Issued Shares.

                                    (C) Upon the third anniversary of the
                           Effective Date, Employee shall acquire a vested
                           interest in, and the Cancellation Right shall lapse
                           with respect to, an additional twenty-five percent
                           (25%) of such Issued Shares.

                                    (D) Upon the fourth anniversary of the
                           Effective Date, Employee shall acquire a vested
                           interest in, and the Cancellation Right shall lapse
                           with respect to, an additional twenty-five percent
                           (25%) of such Issued Shares.

                                    (E) Upon the fifth anniversary of the
                           Effective Date, Employee shall acquire a vested
                           interest in, and the Cancellation Right shall lapse
                           with respect to, an additional twelve and one-half
                           percent (12.5%) of such Issued Shares.

                                    (F) Upon the sixth anniversary of the
                           Effective Date, Employee shall acquire a vested
                           interest in, and the Cancellation Right shall lapse
                           with respect to, the final twelve and one-half
                           percent (12.5%) of such Issued Shares.

Employment Agreement -- Peter T. Dameris      15

<PAGE>   16

                                    (G) Notwithstanding anything to the contrary
                           in clauses (A)-(F) above, Employee shall immediately
                           acquire a vested interest in, and the Cancellation
                           Right shall lapse with respect to, (1) all of the
                           Issued Shares upon a Change in Control as defined in
                           Section 13 or if Employee's employment is terminated
                           pursuant to Section 4, and (2) if Employee's
                           employment is terminated by Employer pursuant to
                           Section 5(d), a pro rata number of the Issued Shares
                           that would have vested on the next succeeding
                           anniversary of the Effective Date following such
                           termination shall vest on such termination date based
                           on the number of days that have lapsed since the
                           anniversary of the Effective Date immediately
                           preceding such termination (or, if such termination
                           occurs within the first year, the number of days that
                           have lapsed subsequent to the Effective Date) up to
                           and including the date of such termination over 365.

                  (b) Purchase Price. Employer shall issue the Issued Shares,
         subject to the terms and conditions set forth in this Section 20, upon
         payment by Employee to Employer in cash of the Purchase Price.

                  (c) Stockholder Rights. Until such time as Employer exercises
         the Cancellation Right, Employee shall have all the rights of a
         stockholder (including voting, dividend and liquidation rights) with
         respect to the Issued Shares, subject, however, to the restrictions
         contained in this Section 20.

                  (d) Securities Law Compliance.

                           (i) Restricted Securities. If the Issued Shares have
                  not been registered under the 1933 Act and are being issued to
                  Employee in reliance upon the exemption for such registration
                  provided by Section 4(2) of the 1933 Act, Employee hereby
                  confirms that Employee has been informed that the Issued
                  Shares will be restricted securities under the 1933 Act and
                  may not be resold or transferred unless the Issued Shares are
                  first registered under the federal securities laws or unless
                  an exemption from such registration is available. Accordingly,
                  subject to the further provisions of this Section 20, Employee
                  hereby acknowledges that Employee is prepared to hold the
                  Issued Shares for an indefinite period and that Employee is
                  aware of the requirements of Rule 144 and other exemptions
                  from the registration requirements of the 1933 Act.

                           (ii) Restrictions on Disposition of Issued Shares.
                  Subject to the further provisions of this Section 20, if the
                  Issued Shares have not been registered under the 1933 Act, the
                  Employee shall make no disposition of the Issued Shares (other
                  than a Permitted Transfer) unless and until there is
                  compliance with all of the following requirements:

                                    (A) Employee shall have furnished Employer
                           with a written summary of the terms and conditions of
                           the proposed disposition.

Employment Agreement -- Peter T. Dameris      16

<PAGE>   17


                                    (B) Employee shall have complied with all
                           requirements of this Agreement applicable to the
                           disposition of the Issued Shares.

                                    (C) Employee shall have provided Employer
                           with written assurances, in form and substance
                           satisfactory to Employer, that (1) the proposed
                           disposition does not require registration of the
                           Issued Shares under the 1933 Act or (2) all
                           appropriate action necessary for compliance with the
                           registration requirements of the 1933 Act or any
                           exemption from registration available under the 1933
                           Act (including Rule 144) has been taken.

                           (iii) Restrictive Legends.

                                    (A) If the Issued Shares have not been
                           registered under the 1933 Act, the stock certificates
                           (and separate certificates may be issued for each
                           regularly scheduled vesting tranche) for all of the
                           Issued Shares shall be endorsed with the following
                           restrictive legend:

                                    "THE SHARES REPRESENTED BY THIS CERTIFICATE
                           HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                           1933. THE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE
                           IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION
                           STATEMENT FOR THE SHARES UNDER SUCH ACT, (b) A `NO
                           ACTION' LETTER OF THE SECURITIES AND EXCHANGE
                           COMMISSION WITH RESPECT TO SUCH SALE OR OFFER OR (c)
                           SATISFACTORY ASSURANCES TO THE ISSUER THAT
                           REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
                           RESPECT TO SUCH SALE OR OFFER."

                                    (B) In addition to any restrictive legend
                           required pursuant to clause (A) above, stock
                           certificates (and separate certificates may be issued
                           for each regularly scheduled vesting tranche)
                           representing Unvested Shares (as defined below) shall
                           be endorsed with the following restrictive legend:

                                    "THE SHARES REPRESENTED BY THIS CERTIFICATE
                           ARE SUBJECT TO CERTAIN CANCELLATION RIGHTS GRANTED TO
                           THE ISSUER AND ACCORDINGLY MAY NOT BE SOLD, ASSIGNED,
                           TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF
                           EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN
                           AGREEMENT DATED AS OF MARCH 12, 2001 BETWEEN THE
                           ISSUER AND THE REGISTERED HOLDER OF THE SHARES FOR
                           THE PREDECESSOR IN INTEREST TO THE SHARES. A COPY OF
                           SUCH AGREEMENT IS MAINTAINED AT THE ISSUER'S
                           PRINCIPAL CORPORATE OFFICES.

                  (e) Transfer Restrictions.

                           (i) Restrictions on transfer. Except for a Permitted
                  Transfer, Employee shall not transfer, assign, encumber or
                  otherwise dispose of any of the Issued Shares that are subject
                  to the Cancellation Right.

Employment Agreement -- Peter T. Dameris      17

<PAGE>   18


                           (ii) Transferee Obligations. Each person to whom the
                  Issued Shares are transferred by means of a Permitted Transfer
                  must, as a condition precedent to the validity of such
                  transfer, acknowledge in writing to Employer that such person
                  is bound by the provisions of this Agreement and that the
                  transferred shares are subject to the Cancellation Right, to
                  the same extent such shares would be so subject if retained by
                  Employee.

                           (iii) Employer Obligations. Employer shall not be
                  required (A) to transfer on its books any Issued Shares that
                  have been sold or transferred in violation of the provisions
                  of this Agreement or (B) to treat as the owner of the Issued
                  Shares, or otherwise to accord voting, dividend or liquidation
                  rights to, any transferee to whom the Issued Shares have been
                  transferred in contravention of this Agreement.

                  (f) Cancellation Right.

                           (i) Grant. Employer is hereby granted the right (the
                  "Cancellation Right"), exercisable at any time during the
                  ninety (90) day period following the date Employee ceases for
                  any reason to remain in Service to cancel, without any
                  additional consideration, all or any portion of the Issued
                  Shares in which Employee is not, at the time of his cessation
                  of Service, vested in accordance with the Vesting Schedule,
                  including clause (G) thereof, (such shares to be hereinafter
                  referred to as the "Unvested Shares").

                           (ii) Exercise of the Cancellation Right. The
                  Cancellation Right shall be exercisable by written notice
                  delivered to Employee and any recipient of a Permitted
                  Transfer of Unvested Shares prior to the expiration of the
                  ninety (90) day exercise period. The notice shall indicate the
                  number of Unvested Shares to be cancelled. The cancellation
                  shall be effective immediately after giving of notice in
                  accordance with the terms of this Agreement and with no
                  further action on the part of the holder of Unvested Shares.
                  The certificates representing the shares so cancelled shall be
                  promptly delivered to Employer, but failure to deliver such
                  certificates shall not affect the effectiveness of such
                  cancellation.

                           (iii) Termination of the Cancellation Right. The
                  Cancellation Right shall terminate with respect to any
                  Unvested Shares for which it is not timely exercised under
                  Section 20(f)(ii). In addition, the Cancellation Right shall
                  terminate and cease to be exercisable with respect to any and
                  all Issued Shares in which Employee vests in accordance with
                  the Vesting Schedule, including clause (G) thereof.

                           (iv) Recapitalization. Any new substituted or
                  additional securities or other property (including cash paid
                  other than as a regular cash dividend) which is by reason of
                  any Recapitalization distributed with respect to the Issued
                  Shares shall be immediately subject to the Cancellation Right,
                  but only to the extent the related Issued Shares are at the
                  time covered by such right, and such Cancellation Right shall
                  lapse as to such other securities or property at the same time
                  as it

Employment Agreement -- Peter T. Dameris      18

<PAGE>   19

                  lapses or would lapse) with respect to the related Issued
                  Shares. Appropriate adjustments to reflect such distribution
                  shall be made to the number and/or class of Issued Shares
                  subject to this Agreement to reflect the effect of any such
                  Recapitalization upon Employer's capital structure.

                  (v) Corporate Transaction.

                           (A) The Cancellation Right shall be assignable to the
                  successor entity in any Corporate Transaction. However, to the
                  extent the successor entity does not accept such assignment,
                  the Cancellation Right shall lapse immediately prior to the
                  consummation of the Corporate Transaction.

                           (B) To the extent the Cancellation Right remains in
                  effect following a Corporate Transaction, such right shall
                  apply to the new capital stock or other property (including
                  any cash payments) received in exchange for the Issued Shares
                  in consummation of the Corporate Transaction, but only to the
                  extent the Issued Shares are at the time covered by such
                  right.

                  (g) Withholding of Taxes. At the time and to the extent vested
         Issued Shares become compensation income to Employee for federal or
         state income tax purposes, Employee either shall deliver to Employer
         such amount of money as required to meet Employer's minimum obligation
         under applicable tax laws or regulations, or, in lieu of cash,
         Employee, in his sole discretion, may elect to surrender, or direct
         Employer to withhold from the Issued Shares, shares of Common Stock
         (valued at their fair market value on the date of surrender or
         withholding of such shares) in such number as necessary to satisfy
         either (i) Employer's minimum tax withholding obligations or (ii)
         Employee's tax obligation as anticipated by Employee, by reason of such
         compensation income, whichever Employee elects.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

Employment Agreement -- Peter T. Dameris      19

<PAGE>   20


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Execution Date to be effective for all purposes as of the Effective Date.

                                               QUANTA SERVICES, INC.


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


                                                   /s/ PETER T. DAMERIS
                                                   ----------------------------
                                                   Peter T. Dameris


Employment Agreement -- Peter T. Dameris      20

<PAGE>   21


                                    EXHIBIT A

                         FORM OF STOCK OPTION AGREEMENT


Employment Agreement -- Peter T. Dameris

</TEXT>
</DOCUMENT>
</SUBMISSION>
