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<CONFORMED-NAME>QUANTA SERVICES INC
<CIK>0001050915
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<STREET1>1360 POST OAK BLVD
<STREET2>SUITE 2100
<CITY>HOUSTON
<STATE>TX
<ZIP>77056
<PHONE>7133506000
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>h09378e8vk.txt
<DESCRIPTION>QUANTA SERVICES, INC.- SEPTEMBER 30, 2003
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): September 30, 2003


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


                                    Delaware
                 (State or other jurisdiction of incorporation)


       1-13831                                            74-2851603
(Commission File No.)                          (IRS Employer Identification No.)



                       1360 Post Oak Boulevard, Suite 2100
                              Houston, Texas 77056
          (Address of principal executive offices, including ZIP code)



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

                                 Not Applicable
          (Former name or former address, if changed since last report)


<PAGE>



ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

         Quanta Services, Inc. ("Quanta") currently is considering financing
alternatives to replace its existing credit facility and senior secured notes.
In conjunction with these alternative financings, effective as of September 30,
2003, Quanta obtained a waiver from the lenders under its existing credit
facility and from its senior secured note holders for potential events of
default under certain of its financial covenants through January 1, 2004 (filed
herewith are both such agreements). On October 2, 2003, Quanta also obtained a
signed commitment letter from a lender for a new $200 million credit facility,
subject to certain conditions precedent, to replace Quanta's existing credit
facility. Should Quanta not be able to complete these alternative financings and
not be able to comply with the covenants under the existing credit facility and
senior secured notes, noncompliance would constitute an event of default under
the credit facility and the senior secured notes.

         This Form 8-K contains various forward-looking statements and
information, that are based on management's belief as well as assumptions made
by and information currently available to management. Although Quanta's
management believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Such statements are subject to certain risks,
uncertainties and assumptions including, among other matters, future growth in
electric utility and telecommunications outsourcing, the ability of Quanta to
effectively integrate the operations of its companies, access to sufficient
funding, compliance with financial covenants, dependence on fixed price
contracts, cancellation provisions in contracts and departure of key personnel,
as well as general risks related to the industries in which Quanta operates.
Should one or more of these risks materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those expected. For a
discussion of risks, investors are urged to refer to Quanta's reports filed
under the Securities Exchange Act of 1934.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

         The following exhibits are filed as part of this Current Report on
Form 8-K:

         Exhibit No.        Exhibit
         -----------        -------
         4.1                Amendment No. 3 to Note Purchase Agreement dated as
                            of March 1, 2000 between Quanta Services, Inc. and
                            the Purchasers named therein

         10.1               Tenth Amendment and Consent to Third Amended and
                            Restated Secured Credit Agreement

<PAGE>

                                    SIGNATURE

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


Dated: October 2, 2003

                                      QUANTA SERVICES, INC.


                                      By: /s/ DANA A. GORDON
                                         ---------------------------------------
                                         Name:  Dana A. Gordon
                                         Title: Vice President - General Counsel

<PAGE>


                                  Exhibit Index

Exhibit No.        Exhibit
-----------        -------
4.1                Amendment No. 3 to Note Purchase Agreement dated as of
                   March 1, 2000 between Quanta Services, Inc. and the
                   Purchasers named therein

10.1               Tenth Amendment and Consent to Third Amended and Restated
                   Secured Credit Agreement

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>h09378exv4w1.txt
<DESCRIPTION>AMENDMENT NO.3 TO NOTE PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.1


                   AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT

         This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT (this "AMENDMENT"),
dated as of September 30, 2003, is made by and among each of QUANTA SERVICES,
INC., a Delaware corporation (the "COMPANY") and each of the institutions listed
on Annex 1 hereto (such institutions being collectively referred to as the
"NOTEHOLDERS").

                                   BACKGROUND

         1. The Company and certain of the Noteholders are parties to that
certain Note Purchase Agreement (the "ORIGINAL NOTE PURCHASE AGREEMENT"), dated
as of March 1, 2000, that provides, among other things, for the sale by the
Company and the purchase by certain of the Noteholders of up to (a)
Seventy-Three Million Dollars ($73,000,000) in aggregate principal amount of the
Company's 8.46% Series 2000-A Senior Secured Notes, Tranche 1, due March 1, 2005
(the "SERIES A-1 NOTES"), (b) Forty-One Million Five Hundred Thousand Dollars
($41,500,000) in aggregate principal amount of the Company's 8.55% Series 2000-A
Senior Secured Notes, Tranche 2, due March 1, 2007 (the "SERIES A-2 NOTES") and
(c) Thirty-Five Million Five Hundred Thousand Dollars ($35,500,000) in aggregate
principal amount of the Company's 8.61% Series 2000-A Senior Secured Notes,
Tranche 3, due March 1, 2010 (the "SERIES A-3 NOTES" and, collectively with the
Series A-1 Notes and the Series A-2 Notes, the "SERIES A NOTES"). All of the
Series A Notes are currently outstanding.

         2. The Original Note Purchase Agreement has been supplemented in
certain respects pursuant to a First Supplement to Note Purchase Agreement (the
"FIRST SUPPLEMENT" and, together with the Original Note Purchase Agreement, the
"SUPPLEMENTED NOTE PURCHASE AGREEMENT"), dated as of September 1, 2000, by and
among the Company and certain of the Noteholders, that provides, among other
things, for the sale by the Company and the purchase by certain of the
Noteholders of up to (a) Thirty Million Dollars ($30,000,000) in aggregate
principal amount of the Company's 8.01% Series 2000-B Senior Secured Notes,
Tranche 1, due September 1, 2005 (the "SERIES B-1 NOTES"), (b) Five Million
Dollars ($5,000,000) in aggregate principal amount of the Company's 8.06% Series
2000-B Senior Secured Notes, Tranche 2, due September 1, 2006 (the "SERIES B-2
NOTES") and (c) Twenty-Five Million Dollars ($25,000,000) in aggregate principal
amount of the Company's 8.29% Series 2000-B Senior Secured Notes, Tranche 3, due
September 1, 2010 (the "SERIES B-3 NOTES" and, collectively with the Series B-1
Notes and the Series B-2 Notes, the "SERIES B NOTES" and the Series B Notes,
together with the Series A Notes, the "NOTES"). All of the Series B Notes are
currently outstanding.

         3. The Supplemented Note Purchase Agreement and the Notes were amended
in certain respects pursuant to Amendment No. 1 to Note Purchase Agreement,
dated as of August 12, 2002 ("AMENDMENT NO. 1") and Amendment No. 2 to Note
Purchase Agreement, dated as of December 20, 2002 ("AMENDMENT NO. 2", and the
Supplemented Note Purchase Agreement as amended by Amendment No. 1 and Amendment
No. 2, the "EXISTING NOTE PURCHASE AGREEMENT").


<PAGE>

         4. The Company and the Noteholders wish to amend the Existing Note
Purchase Agreement.

         NOW, THEREFORE, in order to induce the Noteholders to amend the
Existing Note Purchase Agreement and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Company
agrees with the Noteholders as follows:

SECTION 1. DEFINED TERMS.

         All capitalized terms used, but not specifically defined, in this
Amendment have the respective meanings ascribed to them in the Existing Note
Purchase Agreement.

SECTION 2. WARRANTIES AND REPRESENTATIONS.

         The Company warrants and represents to each Noteholder that as of the
date of this Amendment and as of the Third Amendment Effective Date (as defined
in Section 3):

         2.1 CORPORATE ORGANIZATION AND AUTHORITY. The Company is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has the
corporate power and authority to transact the business it transacts and proposes
to transact, to execute and deliver this Amendment and to perform the provisions
hereof.

         2.2 NO MATERIAL ADVERSE CHANGE. Since December 31, 2002, except as
disclosed herein, in the Tenth Amendment to the Third Amended and Restated
Credit Agreement or in one or more reports filed with the Securities and
Exchange Commission, there has been no change in the business, operations,
affairs, financial condition, assets or properties of the Company except for

                  (a) changes in general, economic, market and industry
         conditions that are generally applicable to the Company and all other
         Persons that are in the same or similar businesses as the Company and
         are similarly situated, and

                  (b) changes in the ordinary course of business,

that in the aggregate for all such changes, could not reasonably be expected to
have a Material Adverse Effect.

         2.3 FULL DISCLOSURE. Each written statement and all written materials
furnished by, or on behalf of, the Company to the Noteholders pursuant to
Sections 7.1 and 7.2 of the Existing Note Purchase Agreement, taken as a whole,
and each written statement and all written materials furnished by, or on behalf
of, the Company to the Noteholders in connection with this Amendment, taken as a
whole, do not contain any untrue statement of a material fact or omit a material
fact necessary to make the statements contained therein not misleading in light
of the circumstances



                                       2
<PAGE>

under which they were made. There is no fact known to the Company which the
Company has not disclosed to the Noteholders in writing which could reasonably
be expected to have a Material Adverse Effect.

         2.4 TRANSACTION IS LEGAL AND AUTHORIZED. The execution and delivery of
this Amendment by the Company, the consummation of each of the transactions
contemplated by this Amendment and the compliance by the Company with all the
provisions of this Amendment:

                  (a) are within the corporate powers of the Company;

                  (b) are in compliance with applicable law;

                  (c) do not conflict with, result in any breach in any of the
         provisions of, constitute a default under, or result in the creation of
         any Lien upon any property of the Company under the provisions of, any
         order, judgment, decree or ruling of any court, arbitrator or
         Governmental Authority applicable to the Company;

                  (d) do not conflict with, result in any breach of any of the
         provisions of, constitute a default under, or result in the creation of
         any Lien not permitted by Section 10.5 of the Existing Note Purchase
         Agreement upon any property of the Company under the provisions of, any
         charter instrument, bylaw or other constitutive document or instrument
         to which it is a party or by which it or any of its property is bound;
         and

                  (e) do not in any material respect conflict with, result in
         any breach of any of the provisions of, constitute a default under, or
         result in the creation of any Lien not permitted by Section 10.5 of the
         Existing Note Purchase Agreement upon any property of the Company under
         the provisions of, any contract, agreement or indenture binding upon
         the Company or its property.

         2.5 AMENDMENT IS ENFORCEABLE. This Amendment is a legal, valid and
binding and enforceable obligation of the Company, enforceable against the
Company in accordance with its terms, except as the enforceability hereof may be
limited by applicable bankruptcy, reorganization, arrangement, insolvency,
moratorium or other similar laws affecting the enforceability of creditors'
rights generally and the application of general equitable principles.

         2.6 NO DEFAULTS. The Company is not in violation in any respect of any
term in any agreement or other instrument to which it is a party or by which it
or any of its property may be bound, except for such violations that, in the
aggregate for all such violations, could not reasonably be expected to have a
Material Adverse Effect.

         2.7 PENDING LITIGATION.

                  (a) There are no proceedings, actions or investigations
         pending, or to the knowledge of the Company, threatened against or
         affecting the Company in any court or before any Governmental Authority
         or arbitration board or tribunal that, in the aggregate



                                       3
<PAGE>
         for all such proceedings, actions and investigations, could reasonably
         be expected to have a Material Adverse Effect.

                  (b) The Company is not in default with respect to any
         judgment, order, writ, injunction or decree of any court, Governmental
         Authority, arbitration board or tribunal that, in the aggregate for all
         such defaults, could reasonably be expected to have a Material Adverse
         Effect.

         2.8 COMPLIANCE WITH LAW. The Company is not in violation of any law,
ordinance, governmental rule or regulation to which it is subject, except for
such violations that, in the aggregate for all such violations, could not
reasonably be expected to have a Material Adverse Effect.

         2.9 NO DEFAULTS. After giving effect to this Amendment, no Default or
Event of Default will exist.

SECTION 3. CONDITIONS PRECEDENT.

         This Amendment shall have no effect until all of the following
conditions precedent shall have been fulfilled (such time of effectiveness being
herein referred to as THE "THIRD AMENDMENT EFFECTIVE DATE"):

                  (a) WARRANTIES AND REPRESENTATIONS TRUE. After giving effect
         to this Amendment, the warranties and representations set forth in the
         Existing Note Purchase Agreement and in Section 2 to this Amendment
         shall be true in all material respects (unless specifically limited to
         an earlier date, in which case, such representations and warranties
         were true as of such date).

                  (b) NO PROHIBITED ACTION. No Default or Event of Default shall
         exist after giving effect to the consummation of the transactions
         contemplated by this Amendment.

                  (c) CONSENT OF NOTEHOLDERS. The Company and the Required
         Holders shall have executed this Amendment.

                  (d) PAYMENT OF NOTEHOLDER FEES AND EXPENSES. The Company shall
         have paid all fees and expenses of the Noteholders incurred in
         connection with this Amendment for which invoices have been delivered,
         including the fees and expenses of Bingham McCutchen LLP.

                  (e) OFFICERS' CERTIFICATE. Each Noteholder shall have received
         a written certificate signed by an officer of the Company acceptable to
         the Required Holders as to (i) the absence of any action, suit,
         investigation or proceeding pending or, to the knowledge of the
         Company, threatened in any court or before any arbitrator or
         governmental authority that could reasonably be expected to materially
         and adversely affect (A) the financial condition of the Company and its
         Subsidiaries, taken as a whole, or (B) the ability of the Company and
         its Subsidiaries to perform their respective obligations under the
         Existing Note Purchase Agreement, the Notes or the Security



                                       4
<PAGE>
         Documents, as amended by this Amendment, (ii) the absence of any breach
         of any representation or warranty of the Company set out in the
         Existing Note Purchase Agreement, the Notes or the Security Documents,
         and (iii) the absence of any Default or Event of Default, after giving
         effect to this Amendment.

                  (f) AMENDMENT OF BANK CREDIT AGREEMENT. A Tenth Amendment to
         the Third Amended and Restated Secured Credit Agreement among the
         Company, as Borrower, the Financial Institutions party thereto, as
         Lenders, Bank of America, N.A., as Administrative Agent, and the other
         agents named therein (as amended, the "BANK CREDIT AGREEMENT") shall
         have been entered into by the Company and the Majority Lenders (as such
         term is defined in the Bank Credit Agreement), shall contain terms
         reasonably satisfactory to the Noteholders, and shall be in full force
         and effect, subject only to the effectiveness of this Amendment.

                  (g) GUARANTORS' CONSENT. The Guarantors shall have executed
         and delivered the Consent attached hereto as Attachment A.

                  (h) PROCEEDINGS SATISFACTORY. All proceedings taken in
         connection with the execution and delivery of this Amendment and the
         transactions contemplated hereby shall be reasonably satisfactory to
         the Noteholders and their special counsel.

SECTION 4. AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT.

         4.1 Section 7.2(a) is hereby amended and restated in its entirety to
read as follows:

                  "(a) COVENANT COMPLIANCE -- the information (including
                  detailed calculations) required in order to establish whether
                  the Company was in compliance with the requirements of Section
                  10.1 through Section 10.4, Section 10.5(l), Section 10.7,
                  Section 10.11, Section 10.12, Section 10.15 and Section 10.16
                  hereof, inclusive, during the quarterly or annual period
                  covered by the statements then being furnished (including with
                  respect to each such Section, where applicable, the
                  calculations of the maximum or minimum amount, ratio or
                  percentage, as the case may be, permissible under the terms of
                  such Sections, and the calculation of the amount, ratio or
                  percentage then in existence, including, without limitation, a
                  reasonably detailed calculation of Consolidated Proforma
                  Operating Cash Flow for such Period); provided, however, that
                  the date by which such certificate and any such information is
                  to be delivered, in connection with the fiscal period ending
                  September 30, 2003, shall be extended to January 2, 2004; and"

         4.2 Section 10.14 is hereby amended by adding a new clause (iv), and
restated to read in its entirety as follows:

         "10.14. LIMITATION ON RESTRICTED PAYMENTS. The Company shall make no
Restricted Payment prior to September 21, 2005 other than (i) cash dividends in
respect of the Company's preferred stock not to exceed $1,000,000 during any
fiscal year of the Company, (ii) if the Company has declared a stock split in
respect of its common stock, cash distributions in lieu of



                                       5
<PAGE>

issuing fractional shares of capital stock which would otherwise result from a
stock split, (iii) repurchases of common stock of the Company from officers,
directors, and employees pursuant to the Company's Stock Option Plan or Stock
Compensation Program to pay withholdings in respect of taxes owed by recipients
as a result of grants of stock options and stock compensation thereunder so long
as the Company's performance of its obligations under such Stock Option Plan or
Stock Compensation Program cannot reasonably be expected to have a material
negative impact on projected cash flows, and (iv) payments made in connection
with repurchases of its common stock and share repurchase and/or share
derivative transactions, in each case made in connection with the issuance of
the 2003 Convertible Subordinated Notes, provided that, (A) all such payments
are made substantially contemporaneously with the issuance of the 2003
Convertible Subordinated Notes, (B) no such payment is made to an officer,
director or Affiliate (including, without imitation, First Reserve) of the
Company, (C) no Default or Event of Default (which has not been waived) exists
at the time of each such payment or would exist as a result thereof, (D) the
gross proceeds of the Initial 2003 Convertible Subordinated Notes (as such term
is defined below) are at least $100,000,000, (E) if the gross proceeds of the
2003 Convertible Subordinated Notes are at least $100,000,000 but less than
$125,000,000, the aggregate amount of all such payments does not exceed
$15,000,000, and (F) if the gross proceeds of the 2003 Convertible Subordinated
Notes are $125,000,000 or more, then the aggregate amount of all such payments
does not exceed an amount equal to the applicable percentage of the gross
proceeds of the 2003 Convertible Subordinated Notes set forth in the table below
opposite such level of proceeds:

<Table>
<Caption>
                  GROSS PROCEEDS LEVEL                                 PERCENTAGE
                  --------------------                                 ----------
<S>                                                                    <C>
                  At least $125,000,000, but                              15%
                  Less than $150,000,000

                  At least $150,000,000, but less                         20%
                  than  $175,000,000

                  $175,000,000 and above                                  25%
</Table>

The amount of payments permitted pursuant to the foregoing clauses (E) and (F)
shall be deemed to include the $15,000,000 which the Company is permitted to
retain from net offering proceeds in accordance with Section 8.8(e).

Notwithstanding the foregoing, if the Company issues additional 2003 Convertible
Subordinated Notes ("Additional 2003 Convertible Subordinated Notes") after the
closing of the sale of the first 2003 Convertible Subordinated Notes to be sold
("Initial 2003 Convertible Subordinated Notes"), then (x) the Company shall not
be permitted to retain any amounts from the proceeds of the Additional 2003
Convertible Subordinated Notes that it might otherwise be entitled to retain
pursuant to Section 8.8(e), and (y) if the sale of the Additional 2003
Convertible Subordinated Notes causes the gross proceeds of the 2003 Convertible
Subordinated Notes to increase to a higher "gross proceeds level" in the table
above, the percentage in such table applicable to such higher "gross proceeds
level" shall apply only with respect to proceeds within such higher "gross
proceeds level" and not to any other proceeds of the 2003 Convertible
Subordinated Notes. For example, if the proceeds of the Initial 2003 Convertible
Subordinated Notes are $150,000,000



                                       6
<PAGE>

and the proceeds of the Additional 2003 Convertible Subordinated Notes are
$30,000,000, then the 20% from the table above would apply to the proceeds of
the Initial 2003 Convertible Subordinated Notes and $24,999,999 of the proceeds
of the Additional 2003 Convertible Subordinated Notes, and the 25% from the
table above would apply to the remaining proceeds of the Additional 2003
Convertible Subordinated Notes."

         4.3 Section 10.16 of the Existing Note Purchase Agreement is hereby
amended by deleting the present subsections (f) and (g) and adding the following


                  "(f) Convertible Subordinated Notes (as such term is defined
         in the Bank Credit Agreement as in effect on the Second Amendment
         Effective Date) in an aggregate principal amount of up to $172,500,000;

                  (g) Debt not to exceed $250,000,000 at any time outstanding
         issued under the 2003 Note Purchase Agreement, including without
         limitation, the 2003 Convertible Subordinated Notes; provided that,
         such Debt and any related obligations are unsecured and subordinated
         upon terms not less favorable to the Noteholders than the terms of the
         Convertible Subordinated Notes (as such term is defined in the Bank
         Credit Agreement as in effect on the Third Amendment Effective Date),
         have a maturity date of not earlier than October 1, 2010 and are
         otherwise on terms reasonably satisfactory to the Required Holders, and
         provided further that all net cash proceeds from the issuance of such
         Debt are applied in accordance with Section 8.8(e); and

                  (h) other Debt not included within subsections (a) through (g)
         above, provided that such Debt shall not exceed, at any one time
         outstanding, an amount equal to 8.5% of Consolidated Net Worth as of
         the end of the immediately preceding fiscal quarter (without taking
         into account adjustments to the determination of Consolidated Net Worth
         in accordance with SFAS 142 in accordance with GAAP)."


         4.4 A subsection (m) is added at the end of Section 11 as follows:


                  "(m) an event of default shall occur and be continuing under
         (i) the Subordinated Indenture, the First Supplemental Indenture, the
         Convertible Subordinated Notes, (as such terms are defined in the Bank
         Credit Agreement as in effect on the Third Amendment Effective Date) or
         any other document evidencing Debt under such Subordinated Indenture,
         First Supplemental Indenture or Convertible Subordinated Notes, or (ii)
         the 2003 Note Purchase Agreement or the 2003 Convertible Subordinated
         Notes, or any other document evidencing Debt under the 2003 Note
         Purchase Agreement or the 2003 Convertible Subordinated Notes."



                                       7
<PAGE>

         4.5 Schedule B of the Existing Note Purchase Agreement is hereby
amended by adding the following definitions to read in their entirety as
follows:

                  "AMENDMENT NO. 3" means that certain Amendment No. 3 to this
         Note Purchase Agreement, dated as of September 30, 2003.

                  "THIRD AMENDMENT EFFECTIVE DATE" means September 30, 2003.

                  "FUNDED DEBT" means, as of any date of determination, the sum,
         without duplication, of the following for the Company and its
         Subsidiaries: (i) Debt for borrowed money, all obligations evidenced by
         bonds, debentures, notes or similar instruments, and purchase money
         obligations which in accordance with GAAP would be shown on the
         consolidated balance sheet of the Company as a liability, (ii) all LC
         Obligations (as such term is defined in the Bank Credit Agreement), and
         all reimbursement obligations relative to the face amount of all other
         letters of credit issued for the account of the Company or any of its
         Subsidiaries, and (iii) all Capital Lease Obligations; provided that,
         for purposes of calculating the ratio of Funded Debt to EBITDA, the
         ratio of Senior Debt to EBITDA and the Minimum Asset Coverage Ratio for
         purposes of determining compliance with Sections 10.2, 10.11 and
         Section 10.12, such sum shall be reduced by the amount of cash proceeds
         from the issuance of the 2003 Convertible Subordinated Notes to the
         extent such proceeds are being held as cash Collateral for the loans
         and letter of credit obligations outstanding under the Bank Credit
         Agreement.

                  "2003 CONVERTIBLE SUBORDINATED NOTES" means the notes,
         guarantees, and all other obligations now or hereafter arising under,
         or in connection with, the 2003 Note Purchase Agreement.

                  "2003 NOTE PURCHASE AGREEMENT" means that certain Note
         Purchase Agreement dated on or about October 1, 2003, by and among the
         Company, as issuer, and the purchasers named therein, as initial
         purchasers of the 2003 Convertible Subordinated Notes, as the same may
         be amended, restated or supplemented from time to time.



                                       8

<PAGE>

SECTION 5. TEMPORARY WAIVER

         Subject to the covenants, terms and conditions set forth in this
Amendment, and in reliance upon the representations and warranties of the
Company made herein, the Noteholders hereby waive any Default or Event of
Default arising out of the Company's failure to comply with (a) the required
Minimum Interest Coverage Ratio set forth in Section 10.4 at the end of the
fiscal quarter ending on September 30, 2003, (b) the required Funded Debt to
EBITDA ratio set forth in Section 10.2 at the end of the fiscal quarter ending
on September 30, 2003, and (c) the required Senior Debt to EBITDA ratio set
forth in Section 10.11 at the end of the fiscal quarter ending on September 30,
2003; provided that, all such waivers shall terminate and become null and void
on January 2, 2004, at which time the Company's obligations to comply with the
requirements set forth in such sections with respect to the fiscal quarter
ending on September 30, 2003 shall be valid, binding and enforceable, and any
non-compliance by the Borrower with any such requirements shall thereupon result
in an immediate Event of Default with no notice or cure period. The temporary
waivers set forth in this Amendment are limited to the extent specifically set
forth in this Section 5, and no other terms, covenants or provisions hereof are
intended to be waived hereby.

SECTION 6. EFFECT OF AMENDMENT.

         Except as expressly provided in this Amendment, the Existing Note
Purchase Agreement shall remain in full force and effect, without modification
or amendment. This Amendment shall be binding upon, and shall inure to the
benefit of, the successors and assigns of the parties hereto and the holders
from time to time of the Notes.

SECTION 7. DUPLICATE ORIGINALS; EXECUTION IN COUNTERPART.

         Two or more duplicate originals of this Amendment may be signed by the
parties, each of which shall be an original but all of which together shall
constitute one and the same instrument. This Amendment may be executed in one or
more counterparts and shall be effective when at least one counterpart shall
have been executed by the Company and each of the Noteholders (subject to
Section 3 hereof) each as a party to this Amendment, and each set of
counterparts which, collectively, show execution by each such party to this
Amendment shall constitute one duplicate original.

SECTION 8. GOVERNING LAW.

         THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, NEW YORK LAW WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.



                                       9
<PAGE>


SECTION 9. RELEASE.

                  (a) The Company and each Guarantor hereby unconditionally and
         irrevocably remises, acquits, and fully and forever releases and
         discharges the Noteholders and all respective affiliates and
         subsidiaries of the Noteholders, their respective officers, servants,
         employees, agents, attorneys, financial advisors, principals, directors
         and shareholders, and their respective heirs, legal representatives,
         successors and assigns (collectively, the "RELEASED LENDER PARTIES")
         from any and all claims, demands, causes of action, obligations,
         remedies, suits, damages and liabilities (collectively, the "BORROWER
         CLAIMS") of any nature whatsoever, whether now known, suspected or
         claimed, whether arising under common law, in equity or under statute,
         which the Company or any Guarantor ever had or now has against the
         Released Lender Parties which may have arisen at any time on or prior
         to the date of this Amendment and which were in any manner related to
         any of the Existing Note Purchase Agreement, the Notes or the Security
         Documents or the enforcement or attempted enforcement by the
         Noteholders of rights, remedies or recourses related thereto.

                  (b) The Company and each Guarantor covenants and agrees never
         to commence, voluntarily aid in any way, prosecute or cause to be
         commenced or prosecuted against any of the Released Lender Parties any
         action or other proceeding based upon any of the Borrower Claims which
         may have arisen at any time on or prior to the date of this Amendment
         and were in any manner related to any of the Existing Note Purchase
         Agreement, the Notes or the Security Documents.

                  (c) The agreements of the Company and each Guarantor set forth
         in this Section 9 shall survive termination of this Amendment, the
         Existing Note Purchase Agreement, the Notes and the Security Documents.


   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. NEXT PAGE IS SIGNATURE PAGE.]



                                       10
<PAGE>

                  IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:      David L. Babson and Company
         Incorporated, as Investment Advisor


By: /s/ KATHLEEN LYNCH
   ----------------------------------------------
        Name: Kathleen Lynch
        Title: Managing Director



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

C.M. LIFE INSURANCE COMPANY

By:      David L. Babson and Company
         Incorporated, as Investment Advisor


By: /s/ KATHLEEN LYNCH
   ------------------------------------------------
        Name: Kathleen Lynch
        Title:  Managing Director



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer

ACCEPTED AND AGREED TO:

UNITED OF OMAHA LIFE INSURANCE COMPANY


By: /s/ EDWIN H. GARRISON, JR.
   ------------------------------------------------
    Name: Edwin H. Garrison, Jr.
    Title: First Vice President



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

COMPANION LIFE INSURANCE COMPANY


By: /s/ EDWIN H. GARRISON, JR.
   ------------------------------------------------
    Name: Edwin H. Garrison, Jr.
    Title: Authorized Representative



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer



ACCEPTED AND AGREED TO:

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

By:  New York Life Insurance Company


By: /s/ A. POST HOWLAND
   ------------------------------------------------
   Name: A. Post Howland
   Title: Director



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer



ACCEPTED AND AGREED TO:

MINNESOTA LIFE INSURANCE COMPANY

By:  Advantus Capital Management, Inc.


By: /s/ E.A. BERGSLAND
   ------------------------------------------------
   Name: E.A. Bergsland
   Title: Vice President



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

AMERICAN FIDELITY ASSURANCE COMPANY

By:  Advantus Capital Management, Inc.


By: /s/ E.A. BERGSLAND
   ------------------------------------------------
    Name: E.A. Bergsland
    Title: Vice President



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

MTL INSURANCE COMPANY

By:  Advantus Capital Management, Inc.


By: /s/ E.A. BERGSLAND
   ------------------------------------------------
    Name: E. A. Bergsland
    Title: Vice President



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                                --------------------------------
                                                Name: James H. Haddox
                                                Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

UNITY MUTUAL LIFE INSURANCE COMPANY - ANNUITY PORTFOLIO

By:  Advantus Capital Management, Inc.


By: /s/ E.A. BERGSLAND
   ------------------------------------------------
    Name: E.A. Bergsland
    Title: Vice President



          Signature Page to Amendment No. 3 to Note Purchase Agreement
<PAGE>
         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.



                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

PROTECTIVE LIFE INSURANCE COMPANY


By: /s/ PHILIP E. PASSARIME
    ------------------------------
    Name: Philip E. Passarime
    Title: V.P. Investments



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

ALLSTATE LIFE INSURANCE COMPANY


By: /s/ ROBERT B. BODETT
    ------------------------------
    Name: Robert B. Bodett
    Title:


By: /s/ JUDITH P. GREFFIN
    ------------------------------
    Name: Judith P. Greffin
    Title:



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

AMERICAN HERITAGE LIFE INSURANCE COMPANY



By: /s/ ROBERT B. BODETT
    ------------------------------
    Name: Robert B. Bodett
    Title:


By: /s/ JUDITH P. GREFFIN
    ------------------------------
    Name: Judith P. Greffin
    Title:



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>



         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

THE TRAVELERS INSURANCE COMPANY, FOR ITSELF
AND TWO OF ITS SEPARATE ACCOUNTS


By: /s/ ROBERT M. MILLS
    ------------------------------
    Name: Robert M. Mills
    Title: Investment Officer



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>



         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.



                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer



ACCEPTED AND AGREED TO:

SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY


By: /s/ CAROL ROBERTSON
    ------------------------------
    Name: Carol Robertson
    Title: Senior Portfolio Manager



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>



         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

COLONIAL LIFE & ACCIDENT INSURANCE COMPANY

By:  Provident Investment Management, LLC, its Agent


By: /s/ BEN VANCE
    ------------------------------
    Name: Ben Vance
    Title: Assistant Vice President



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>



         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

UNUM LIFE INSURANCE COMPANY OF AMERICA

By:  Provident Investment Management, LLC, its Agent


By: /s/ BEN VANCE
    -------------------------------
    Name: Ben Vance
    Title: Assistant Vice President



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>
         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.



                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

THRIVENT FINANCIAL FOR LUTHERANS (FORMERLY AID ASSOCIATION FOR LUTHERANS AND
SUCCESSOR BY MERGER TO LUTHERAN BROTHERHOOD)


By: /s/ GLEN J. VANIC
    ------------------------------
    Name: Glen J. Vanic
    Title: Portfolio Manager



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>



         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

PHOENIX LIFE INSURANCE COMPANY


By: /s/ CHRISTOPHER M. WILKOS
    ------------------------------
    Name: Christopher M. Wilkos
    Title: Senior Vice President



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>
         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



By: /s/ JAMES G. LOWERY
    --------------------------------------------
    Name: James G. Lowery
    Title: Assistant Vice President Investments


By: /s/ WAYNE T. HOFFMANN
    --------------------------------------------
    Name: Wayne T. Hoffmann
    Title:  Senior Vice President Investments



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>
         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

MODERN WOODMEN OF AMERICA


By: /s/ MICHAEL E. DAU
    --------------------------------------------
    Name: Michael E. Dau
    Title: Manager, Securities Division



          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>


         IN WITNESS WHEREOF, the Company and the Noteholders have executed this
Amendment as of the date first above written.


                                        QUANTA SERVICES, INC.


                                        By: /s/ JAMES H. HADDOX
                                            ------------------------------
                                            Name: James H. Haddox
                                            Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

AMERICAN UNITED LIFE INSURANCE COMPANY


By: /s/ KENT R. ADAMS
    ----------------------------------------------
    Name: Kent R. Adams
    Title: Vice President Fixed Income Investments


          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>


                  IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.

                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                               ----------------------------
                                               Name: James H. Haddox
                                               Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

PIONEER MUTUAL LIFE INSURANCE COMPANY

By Its Agent:  American United Life Insurance Company

By: /s/ KENT ADAMS
   ---------------------------------------------------
   Name: Kent Adams
   Title: V.P.






         [Signature Page to Amendment No. 3 to Note Purchase Agreement]

<PAGE>
                  IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.

                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                               ----------------------------
                                               Name: James H. Haddox
                                               Title: Chief Financial Officer


ACCEPTED AND AGREED TO:

THE STATE LIFE INSURANCE COMPANY

By Its Agent:  American United Life Insurance Company

By: /s/ KENT ADAMS
   ---------------------------------------------------
   Name: Kent Adams
   Title: V.P.

          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>
                  IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.

                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                               ----------------------------
                                               Name: James H. Haddox
                                               Title: Chief Financial Officer

ACCEPTED AND AGREED TO:

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By: /s/ THOMAS M. DONOHUE
   --------------------------------------------
   Name: Thomas M. Donohue
   Title: Managing Director





          Signature Page to Amendment No. 3 to Note Purchase Agreement

<PAGE>







                  IN WITNESS WHEREOF, the Company and the Noteholders have
executed this Amendment as of the date first above written.

                                            QUANTA SERVICES, INC.


                                            By: /s/ JAMES H. HADDOX
                                               ----------------------------
                                               Name: James H. Haddox
                                               Title: Chief Financial Officer

ACCEPTED AND AGREED TO:

SECURITY FINANCIAL LIFE INSURANCE CO.

By: /s/ KEVIN W. HAMMOND
   ----------------------------------------------
   Name: Kevin W. Hammond
   Title: Vice President Chief Investment Officer



         [Signature Page to Amendment No. 3 to Note Purchase Agreement]

<PAGE>



                                     ANNEX 1

Massachusetts Mutual Life Insurance Company
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, MA 01115

C.M. Life Insurance Company
c/o David L. Babson & Company Inc.
1500 Main Street, Suite 2800
Springfield, MA 01115

United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175

Companion Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175

New York Life Insurance and Annuity Corporation
51 Madison Avenue
New York, NY 10010-1603

Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101

American Fidelity Assurance Company
400 Robert Street North
St. Paul, MN 55101

MTL Insurance Company
400 Robert Street North
St. Paul, MN 55101

Unity Mutual Life Insurance Company - Annuity Portfolio
400 Robert Street North
St. Paul, MN 55101

Protective Life Insurance Company
P.O. Box 2606
Birmingham, AL 35202


                                   Annex 1-1
<PAGE>



Allstate Life Insurance Company
3075 Sanders Road, Suite G3A
Northbrook, IL  60062-7127

American Heritage Life Insurance Company
3075 Sanders Road, Suite G3A
Northbrook, IL  60062-7127

The Travelers Insurance Company, for itself and two of its Separate Accounts
242 Trumbull Street
P.O. Box 150449
Hartford, CT 06115-0419

Southern Farm Bureau Life Insurance Company
1401 Livingston Lane
Jackson, MS 39213

Colonial Life & Accident Insurance Company
One Fountain Square
Chattanooga, TN 37402

Unum Life Insurance Company of America
One Fountain Square
Chattanooga, TN 37402

Thrivent Financial for Lutherans
625 Fourth Avenue South
Minneapolis, MN 55415-1624

Phoenix Life Insurance Company
56 Prospect Street
Hartford, CT 06115-0480

Great-West Life & Annuity Insurance Company
8515 East Orchard Road, 3rd Floor, Tower 2
Englewood, CO 80111

Modern Woodmen of America
1701 First Avenue
Rock Island, IL 61201

American United Life Insurance Company
One American Square
Indianapolis, IN 46206


                                   Annex 1-2


<PAGE>


Pioneer Mutual Life Insurance Company
One American Square
Indianapolis, IN 46206

The State Life Insurance Company
One American Square
Indianapolis, IN 46206

The Guardian Life Insurance Company of America
700 South Street
Pittsfield, MA 01201

Security Financial Life Insurance Co.
200 Centennial Mall North
Lincoln, NE 68508


                                   Annex 1-3

<PAGE>


                                  ATTACHMENT A

                              CONSENT OF GUARANTORS

         The undersigned Guarantors, as party to the Guaranty Agreement dated as
of March 1, 2000, hereby consent to the foregoing Amendment dated as of even
date herewith, to which this consent is attached, and confirm that the Guaranty
Agreement remains in full force and effect after giving effect thereto and
represent and warrant that there is no defense, counterclaim or offset of any
type or nature under the Guaranty Agreement.

Dated as of September 30, 2003


                           GUARANTORS:

                           ADVANCED TECHNOLOGIES AND INSTALLATION CORPORATION
                           ALLTECK LINE CONTRACTORS (USA), INC.
                           ARBY CONSTRUCTION, INC.
                           AUSTIN TRENCHER, INC.
                           BRADFORD BROTHERS, INC.
                           CCLC, INC.
                           COMMUNICATION MANPOWER, INC.
                           CONTI COMMUNICATIONS, INC.
                           CROCE ELECTRIC COMPANY, INC.
                           CROWN FIBER COMMUNICATIONS, INC.
                           DILLARD SMITH CONSTRUCTION COMPANY
                           DRIFTWOOD ELECTRICAL CONTRACTORS, INC.
                           ENVIRONMENTAL PROFESSIONAL ASSOCIATES, LIMITED
                           FIVE POINTS CONSTRUCTION CO.
                           GLOBAL ENERCOM MANAGEMENT, INC.
                           GOLDEN STATE UTILITY CO.
                           H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.
                           HAINES CONSTRUCTION COMPANY
                           INTERMOUNTAIN ELECTRIC, INC.
                           IRBY CONSTRUCTION COMPANY
                           LINE EQUIPMENT SALES CO., INC.
                           MANUEL BROS., INC.
                           MEARS GROUP, INC.
                           MEJIA PERSONNEL SERVICES, INC.
                           METRO UNDERGROUND SERVICES, INC.
                           MUSTANG LINE CONTRACTORS, INC.
                           NETWORK ELECTRIC COMPANY
                           NORTH PACIFIC CONSTRUCTION CO., INC.
                           NORTH SKY COMMUNICATIONS, INC.
                           PAR ELECTRICAL CONTRACTORS, INC.
                           PARKSIDE SITE & UTILITY COMPANY CORPORATION
                           PARKSIDE UTILITY CONSTRUCTION CORP.
                           P.D.G. ELECTRIC COMPANY
                           POTELCO, INC.

                                 Attachment A-4


<PAGE>


                           PROFESSIONAL TELECONCEPTS, INC. (IL)
                           PROFESSIONAL TELECONCEPTS, INC. (NY)
                           PWR FINANCIAL COMPANY
                           QPC, INC.
                           QSI, INC.
                           QUANTA HOLDINGS, INC.
                           QUANTA XXXI ACQUISITION, INC.
                           QUANTA LI ACQUISITION, INC.
                           QUANTA LIV ACQUISITION, INC.
                           QUANTA LVII ACQUISITION, INC.
                           QUANTA LVIII ACQUISITION, INC.
                           QUANTA LIX ACQUISITION, INC.
                           QUANTA LX ACQUISITION, INC.
                           QUANTA LXI ACQUISITION, INC.
                           QUANTA LXII ACQUISITION, INC.
                           QUANTA LXIII ACQUISITION, INC.
                           QUANTA LXIV ACQUISITION, INC.
                           QUANTA LXV ACQUISITION, INC.
                           QUANTA LXVI ACQUISITION, INC.
                           QUANTA LXVII ACQUISITION, INC.
                           QUANTA LXVIII ACQUISITION, INC.
                           QUANTA LXIX ACQUISITION, INC.
                           QUANTA LXX ACQUISITION, INC.
                           QUANTA LXXI ACQUISITION, INC.
                           QUANTA LXXII ACQUISITION, INC.
                           QUANTA LXXIII ACQUISITION, INC.
                           QUANTA UTILITY INSTALLATION CO., INC.
                           R.A. WAFFENSMITH & CO., INC.
                           SOUTHEAST PIPELINE CONSTRUCTION, INC.
                           SOUTHWEST TRENCHING COMPANY, INC.
                           SOUTHWESTERN COMMUNICATIONS, INC.
                           SPALJ CONSTRUCTION COMPANY
                           SUMTER UTILITIES, INC.
                           THE RYAN COMPANY, INC.
                           TOM ALLEN CONSTRUCTION COMPANY
                           TRANS TECH ACQUISITION, INC.
                           TRAWICK CONSTRUCTION COMPANY, INC.
                           TTGP, INC.
                           TTLP. INC.
                           TTM, INC.
                           TXLP, INC.
                           UNDERGROUND CONSTRUCTION CO., INC.
                           UTILCO, INC.
                           VCI TELECOM, INC.
                           W.C. COMMUNICATIONS, INC.

                                 Attachment A-5
<PAGE>
                                   W.H.O.M. CORPORATION

                                   By: /s/ DANA GORDON
                                      ----------------------------------------
                                   Name:  Dana Gordon
                                   Title: President or Vice-President of each
                                          Guarantor


                                   QDE LLC
                                   QUANTA DELAWARE, INC.
                                   QUANTA ASSET MANAGEMENT LLC

                                   By: /s/ LINDA BUBACZ
                                      ----------------------------------------
                                   Name:  Linda Bubacz
                                   Title: President

                                   COAST TO COAST, LLC
                                   BY:  ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
                                        LIMITED, ITS MEMBER

                                   By: /s/ DANA GORDON
                                      ----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   DOT  05, LLC
                                   TJADER, L.L.C.
                                   OKAY CONSTRUCTION COMPANY, LLC
                                   BY:  SPALJ CONSTRUCTION COMPANY, ITS MEMBER

                                   By: /s/ DANA GORDON
                                      ----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   LAKE NORMAN PIPELINE, LLC
                                   BY:  BRADFORD BROTHERS, INC., ITS MEMBER

                                   By: /s/ DANA GORDON
                                      ----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President


                                 Attachment A-6
<PAGE>
                                   MEARS/CPG, LLC
                                   MEARS ENGINEERING, LLC
                                   MEARS/HDD, LLC
                                   MEARS SERVICES, LLC
                                   BY:  MEARS GROUP, INC., THE SOLE MEMBER OF
                                        EACH OF THE FOREGOING LIMITED LIABILITY
                                        COMPANIES


                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   S.K.S. PIPELINERS, LLC
                                   BY:  ARBY CONSTRUCTION, INC., ITS MEMBER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   TNS-VA, LLC
                                   BY:  PROFESSIONAL TELECONCEPTS, INC. (NY),
                                        ITS MEMBER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   LINECO LEASING, LLC
                                   BY:  MUSTANG LINE CONTRACTORS, INC., ITS
                                        SOLE MEMBER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   AIRLAN TELECOM SERVICES, L.P.
                                   NORTH HOUSTON POLE LINE, L.P.
                                   LINDSEY ELECTRIC, L.P.
                                   DIGCO UTILITY CONSTRUCTION, L.P.
                                   BY:  MEJIA PERSONNEL SERVICES, INC., ITS
                                        GENERAL PARTNER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President


                                 Attachment A-7
<PAGE>
                                   QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
                                   QUANTA ASSOCIATES, L.P.
                                   BY:  QSI, INC., ITS GENERAL PARTNER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   TRANS TECH ELECTRIC, L.P.
                                   BY:  TTGP, INC., ITS GENERAL PARTNER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   PWR NETWORK, LLC
                                   BY:  PWR FINANCIAL COMPANY, ITS SOLE MEMBER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   Q RESOURCES, LLC
                                   BY:  QUANTA HOLDINGS, INC., ITS MEMBER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   QUANTA RECEIVABLES, L.P.
                                   BY:  PWR NETWORK, LLC, ITS GENERAL PARTNER
                                   BY:  PWR FINANCIAL COMPANY, ITS SOLE MEMBER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                   TOTAL QUALITY MANAGEMENT SERVICES, LLC
                                   BY:  ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
                                        LTD., ITS SOLE MEMBER

                                   By: /s/ DANA GORDON
                                      -----------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President

                                 Attachment A-8
<PAGE>
                                   NORTHERN LINE LAYERS, LLC
                                   BY:  PAR ELECTRICAL CONTRACTORS, INC., ITS
                                        SOLE MEMBER

                                   By: /s/ DANA GORDON
                                      ---------------------------------------
                                   Name:  Dana Gordon
                                   Title: Vice President


                                 Attachment A-9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>h09378exv10w1.txt
<DESCRIPTION>10TH AMENDMENT TO CONSENT TO SECURED CREDIT AGMT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                                 TENTH AMENDMENT
             TO THIRD AMENDED AND RESTATED SECURED CREDIT AGREEMENT

         THIS TENTH AMENDMENT TO THIRD AMENDED AND RESTATED SECURED CREDIT
AGREEMENT (this "Amendment"), dated as of September 30, 2003, is entered into
among QUANTA SERVICES, INC., a Delaware corporation (the "Borrower"), the
Lenders (defined below) who are signatories hereto, and BANK OF AMERICA, N.A.,
as administrative agent for the Lenders (in such capacity, the "Agent").
Capitalized terms used but not defined in this Amendment have the meaning given
them in the Credit Agreement (defined below).

                                   BACKGROUND

         A. The Borrower is party to that certain Third Amended and Restated
Secured Credit Agreement dated as of June 14, 1999 (as amended through the date
hereof and as may be further amended, restated or supplemented from time to
time, the "Credit Agreement"), among the Borrower, the Agent, and the lenders
from time to time party to the Credit Agreement (each a "Lender" and
collectively, the "Lenders").

         B. The Borrower, Majority Lenders and the Agent desire to make certain
amendments to the Credit Agreement.

         NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower,
Majority Lenders and the Agent covenant and agree as follows:

         1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:

                  (a) Amendments to Section 1.1. Section 1.1 is amended by
         adding or entirely amending the following defined terms:

                           "FUNDED DEBT" means, as of any date of determination,
                  the sum, without duplication, of the following for the
                  Borrower and its Subsidiaries: (i) Indebtedness for borrowed
                  money, all obligations evidenced by bonds, debentures, notes
                  or similar instruments, and purchase money obligations which
                  in accordance with GAAP would be shown on the consolidated
                  balance sheet of the Borrower as a liability, (ii) all L/C
                  Obligations, and all reimbursement obligations relative to the
                  face amount of all other letters of credit issued for the
                  account of the Borrower or any of its Subsidiaries, and (iii)
                  all Capitalized Lease Obligations; provided that, for purposes
                  of calculating the Funded Debt to EBITDA Ratio, the Senior
                  Debt to EBITDA Ratio and the Minimum Asset Coverage Ratio for
                  purposes of determining compliance with SECTIONS 6.22, 6.23
                  and 6.24 hereof, the sum referenced above shall be reduced by
                  the amount of cash proceeds from the issuance of the 2003
                  Convertible Subordinated Notes to the extent such proceeds are
                  being held by the Agent as cash collateral for the L/C
                  Obligations and the Loans.


<PAGE>

                           "2003 CONVERTIBLE SUBORDINATED NOTES" means the
                  notes, guarantees, and all other obligations now or hereafter
                  arising under, or pursuant to, the 2003 Note Purchase
                  Agreement.

                           "2003 NOTE PURCHASE AGREEMENT" means that certain
                  Purchase Agreement dated as of a date in the fourth quarter of
                  calendar year 2003, by and among the Borrower, as issuer, and
                  the purchasers listed on "Schedule A" attached thereto, as
                  initial purchasers of the Borrower's convertible subordinated
                  debentures due 2023, as the same may be amended, restated or
                  supplemented from time to time.

                  (b) Amendments to Section 4.2. Section 4.2 is amended by (i)
         deleting the word "and" immediately following the semi-colon (";")
         found in clause (e) therein, (ii) deleting the period (".") immediately
         following the end of clause (f) thereof and replacing it with a
         semi-colon (";"), and (iii) adding new clauses (g) and (h) thereto
         immediately following clause (f), as set forth below:

                           (g) Compliance with Financial Covenants. After giving
                  effect to the proposed Borrowing or Letter of Credit, the
                  Borrower shall be in compliance with SECTIONS 6.20 through
                  6.24 of this Agreement as of the date of the proposed
                  Borrowing, whether or not the Lenders shall have waived any
                  Default or Event of Default arising out of the Borrower's
                  failure to comply with any of such SECTIONS, provided,
                  however, that such condition precedent shall not apply to the
                  issuance, extension or increase of any Letter of Credit listed
                  on SCHEDULE 4.2(g); and

                           (h) Cash Collateral. Solely with respect to Letters
                  of Credit issued or increased after the issuance of the 2003
                  Convertible Subordinated Notes, the Borrower shall provide the
                  Agent with cash collateral in an amount equal to the face
                  amount of any such Letter of Credit to the extent that net
                  proceeds of the 2003 Convertible Subordinated Notes were
                  sufficient to cash collateralize such Letters of Credit had
                  they been outstanding on the date of issuance of the 2003
                  Convertible Subordinated Notes.

                  (c) Amendment to Section 6.10(a). Clause (a) of Section 6.10
         is amended by adding a new clause (iv) thereto so that the entire
         clause (a) shall read as follows:

                           (a) The Borrower shall not pay any dividends or other
                  distributions on its capital stock other than (i) when no
                  Default or Event of Default exists or will result therefrom,
                  cash dividends in respect of the Preferred Stock not to exceed
                  $1,000,000 during any fiscal year of the Borrower, (ii)
                  dividends made wholly in the form of additional shares of the
                  Borrower's capital stock, provided that, in respect of any
                  stock split, the Borrower may make cash distributions in lieu
                  of issuing fractional shares of capital stock which would
                  otherwise result from such stock split, (iii) repurchases of
                  common stock of the Borrower from officers, directors and
                  employees pursuant to the Borrower's restricted stock option
                  or compensation programs, to pay withholdings in respect of
                  taxes owed as a result of grants of stock options and stock
                  compensation thereunder, so long as the Borrower's performance
                  of its obligations under such restricted stock option or


                                       2
<PAGE>

                  compensation programs cannot reasonably be expected to have a
                  material negative impact on projected cash flows, and (iv) the
                  Borrower may repurchase its common stock and make payments in
                  connection with share repurchase and/or share derivative
                  transactions with respect to its common stock so long as (A)
                  such transactions are consummated either simultaneously with
                  the issuance of the 2003 Convertible Subordinated Notes or in
                  connection with repurchase rights and/or obligations from time
                  to time arising in connection with such issuance, (B) no
                  Default or Event of Default that has not been waived exists or
                  will result therefrom, (C) if the gross proceeds of the 2003
                  Convertible Subordinated Notes are at least $100,000,000 but
                  less than $125,000,000, the aggregate amount of all payments
                  made in connection with such transactions does not exceed
                  $15,000,000, (D) the Borrower receives no less than
                  $100,000,000 in gross proceeds from the issuance of the
                  Initial 2003 Convertible Subordinated Notes (as such term is
                  defined below), and (E) if the aggregate gross proceeds of the
                  2003 Convertible Subordinated Notes are $125,000,000 or more,
                  the aggregate amount of all such payments does not exceed an
                  amount equal to the applicable percentage of the gross
                  proceeds received by the Borrower from the issuance of the
                  2003 Convertible Subordinated Notes set forth in the table
                  below:

<Table>
<Caption>
                  GROSS PROCEEDS LEVEL                      PERCENTAGE
                  --------------------                      ----------
<S>                                                         <C>
                  At least $125,000,000, but                    15%
                  Less than $150,000,000

                  At least $150,000,000, but less               20%
                  than $175,000,000

                  $175,000,000 and above                        25%
</Table>

                           Provided that nothing in this SECTION 6.10(a) shall
                  affect the Borrower's obligation to comply with SECTION
                  2.10(c) with respect to such proceeds.

                           Notwithstanding the foregoing, if the Borrower issues
                  additional 2003 Convertible Subordinated Notes ("Additional
                  2003 Convertible Subordinated Notes") after the closing of the
                  sale of the first 2003 Convertible Subordinated Notes to be
                  sold ("Initial 2003 Convertible Subordinated Notes"), then (x)
                  the Borrower shall not be permitted to retain any amounts from
                  the proceeds of the Additional 2003 Convertible Subordinated
                  Notes that it might otherwise be entitled to retain pursuant
                  to Section 2.10(c), and (y) if the sale of the Additional 2003
                  Convertible Subordinated Notes causes the gross proceeds of
                  the 2003 Convertible Subordinated Notes to increase to a
                  higher "gross proceeds level" in the table above, the
                  percentage in such table applicable to such higher "gross
                  proceeds level" shall apply only with respect to proceeds
                  within such higher "gross proceeds level" and not to any other
                  proceeds of the 2003 Convertible Subordinated Notes. For
                  example, if the proceeds of the Initial 2003 Convertible
                  Subordinated Notes are $150,000,000 and the proceeds of the
                  Additional 2003 Convertible Subordinated Notes are
                  $30,000,000, then the 20% from the table above would apply to
                  the proceeds of the Initial 2003 Convertible Subordinated
                  Notes and $24,999,999 of the proceeds of the Additional 2003


                                       3
<PAGE>

                  Convertible Subordinated Notes, and the 25% from the table
                  above would apply to the remaining proceeds of the Additional
                  2003 Convertible Subordinated Notes.

                  (d) Amendment to Section 6.14(e). Clause (e) of Section 6.14
         is amended and restated in its entirety, as follows:

                           (e)      [Intentionally Deleted]

                  (e) Further Amendments to Section 6.14. Section 6.14 is
         further amended by (i) deleting the word "and" immediately following
         the semi-colon (";") found in clause (g) therein, (ii) amending and
         restating clause (h) thereof in its entirety, as set forth below, and
         (iii) adding new clauses (i) and (j) thereto immediately following
         clause (h), as set forth below:

                           (h) Indebtedness under the Subordinated Indenture,
                  including without limitation, the Indebtedness under the
                  Convertible Subordinated Notes and the First Supplemental
                  Indenture; provided that the principal amount of such
                  Indebtedness shall not at any time exceed $172,500,000;

                           (i) Indebtedness not to exceed $250,000,000 at any
                  time under the 2003 Note Purchase Agreement, including without
                  limitation, the Indebtedness under the 2003 Convertible
                  Subordinated Notes; provided that, such Indebtedness is
                  unsecured and upon terms not materially less favorable than
                  the terms of the Convertible Subordinated Notes and is
                  otherwise on terms reasonably satisfactory to the Agent,
                  including without limitation ranking subordination terms at
                  least as favorable to the Lenders as those contained in the
                  Convertible Subordinated Notes, and provided further that all
                  net cash proceeds from the issuance of such Indebtedness are
                  applied in accordance with SECTION 2.10(c) of this Agreement,
                  which contemplates that such proceeds will be allocated to the
                  Lenders and to the holders of the Senior Notes (based on the
                  proportion of the Commitment Amount under this Agreement and
                  the proportion of the outstanding principal amount of the
                  Senior Notes to the sum of both) and applied as follows: (A)
                  with respect to the proceeds allocated to the Lenders, paid to
                  the Agent as a prepayment of the Loans, and if all Loans have
                  been satisfied, to the Agent as cash collateral for the
                  outstanding L/C Obligations (which security interest shall be
                  expressly senior to any security interest in such cash
                  collateral which secures the Senior Notes), in each case
                  together with a corresponding, automatic and permanent
                  reduction of the Commitment Amount by the amount of net
                  proceeds that would be allocated to the Lenders if the Loans
                  and L/C Obligations exceeded such amount of net proceeds (and
                  not any lesser amount which may ultimately be allocated to the
                  Lenders if the Loans and L/C Obligations are less than such
                  amount of net proceeds), and if all of the L/C Obligations
                  have been so cash collateralized, to the holders of the Senior
                  Notes to be applied in accordance with Section 8.8(e) of the
                  Note Purchase Agreement, and (B) with respect to the proceeds
                  allocated to


                                       4
<PAGE>

                  the holders of the Senior Notes, paid to such holders to be
                  applied in accordance with Section 8.8(e) of the Note Purchase
                  Agreement; and

                           (j) Guaranties from domestic Subsidiaries entered
                  into or delivered in connection with either the 2003
                  Convertible Subordinated Notes or the Senior Notes and
                  obligations covered by CLAUSE (VI) of the definition of
                  Indebtedness to the extent that such obligations are entered
                  into or arise in connection with the 2003 Convertible
                  Subordinated Notes.

                  (f) Amendment to Section 6.15(h). Clause (h) of Section 6.15
         is amended and restated in its entirety as follows:

                           (h) Investments involving share repurchase and/or
                  share derivative transactions to the extent permitted by
                  SECTION 6.10.

                  (g) Amendment to Section 7.1(n). Clause (n) of Section 7.1 is
         amended and restated in its entirety, as follows:

                           (n) an event of default shall occur and be continuing
                  under (i) the Subordinated Indenture, the First Supplemental
                  Indenture or the Convertible Subordinated Notes, or any other
                  document evidencing Indebtedness under the Subordinated
                  Indenture, the First Supplemental Indenture or the Convertible
                  Subordinated Notes, or (ii) the 2003 Note Purchase Agreement
                  or the 2003 Convertible Subordinated Notes, or any other
                  document evidencing Indebtedness under the 2003 Note Purchase
                  Agreement or the 2003 Convertible Subordinated Notes.

                  (h) New Schedule 4.2(g). A new SCHEDULE 4.2(g) in the form
         attached to this Amendment as SCHEDULE 4.2(g) is hereby added to the
         Credit Agreement.

                  2. TEMPORARY WAIVER Upon the effectiveness of this Amendment,
         and in reliance upon the representations and warranties of the Borrower
         and the Guarantors made herein, notwithstanding anything to the
         contrary in any of the Credit Documents, the Agent and the Lenders
         hereby waive any Default or Event of Default arising out of the
         Borrower's failure in any respect to comply with (a) the required
         Minimum Interest Coverage Ratio set forth in Section 6.21 of the Credit
         Agreement at the end of the fiscal quarter ending on September 30,
         2003, (b) the required Funded Debt to EBITDA Ratio set forth in Section
         6.22 of the Credit Agreement at the end of the fiscal quarter ending on
         September 30, 2003, (c) the required Senior Debt to EBITDA Ratio set
         forth in Section 6.23 of the Credit Agreement at the end of the fiscal
         quarter ending on September 30, 2003 and (d) any obligation to furnish,
         deliver or provide any projections or forecasts pursuant to Section 6.6
         of the Credit Agreement after September 15, 2003 through January 1,
         2004 (collectively, the "Specified Defaults"); provided that, all such
         waivers shall terminate and become null and void on January 2, 2004, at
         which time the Borrower's obligations to comply with the requirements
         set forth in Sections 6.21, 6.22, and 6.23 of the Credit Agreement with
         respect to the fiscal quarter ending on September 30, 2003 and to
         furnish any such items pursuant to Section 6.6 shall be valid, binding
         and enforceable, and any non-compliance by the Borrower with any such
         requirements shall thereupon result in an


                                       5
<PAGE>

         immediate Event of Default with no notice or cure period. The temporary
         waivers set forth in this Section 2 of this Amendment are limited to
         the extent specifically set forth above in this Section 2, and no other
         terms, covenants or provisions of the Credit Agreement are intended to
         be waived hereby.

         3. BORROWING RESTRICTIONS. Notwithstanding anything in the Credit
Agreement or any other Loan Document to the contrary, from the date hereof
through and including January 1, 2004, the Lenders shall not be obligated to
make any Revolving Loans other than Revolving Loans pursuant to the Agent's
request in respect of Swing Line Loans made by the Agent in accordance with
Section 2.1(b) of the Credit Agreement, provided that the aggregate amount of
all such Swing Line Loans outstanding at any one time during such period shall
never exceed $5,000,000.

         4. REPRESENTATIONS AND WARRANTIES. Each of the Borrower and the
Guarantors represents and warrants to the Lenders that (a) it possesses all
requisite power and authority to execute, deliver and comply with the terms of
this Amendment, (b) this Amendment has been duly authorized and approved by all
requisite corporate, partnership or limited liability company action, as
applicable, by it, (c) no consent of any Person that has not been obtained is
required for its execution and delivery of this Amendment, (d) its execution and
delivery of this Amendment will not violate its organizational documents, (e)
the representations and warranties in each Credit Document to which it is a
party are true and correct in all material respects on and as of the date of
this Amendment as though made on the date of this Amendment (except to the
extent that such representations and warranties speak to a specific date), (f)
it is in full compliance with all covenants and agreements contained in each
Credit Document to which it is a party, and (g) no Default or Event of Default
exists as of the date of this Amendment.

         5. RELEASE.

                  (a) The Borrower and each Guarantor hereby unconditionally and
         irrevocably remises, acquits, and fully and forever releases and
         discharges the Agent and the Lenders and all respective affiliates and
         subsidiaries of the Agent and the Lenders, their respective officers,
         servants, employees, agents, attorneys, financial advisors, principals,
         directors and shareholders, and their respective heirs, legal
         representatives, successors and assigns (collectively, the "Released
         Lender Parties") from any and all claims, demands, causes of action,
         obligations, remedies, suits, damages and liabilities (collectively,
         the "Borrower Claims") of any nature whatsoever, whether now known,
         suspected or claimed, whether arising under common law, in equity or
         under statute, which the Borrower or any Guarantor ever had or now has
         against the Released Lender Parties which may have arisen at any time
         on or prior to the date of this Amendment and which were in any manner
         related to any of the Credit Documents or the enforcement or attempted
         enforcement by the Agent or the Lenders of rights, remedies or
         recourses related thereto.

                  (b) The Borrower and each Guarantor covenants and agrees never
         to commence, voluntarily aid in any way, prosecute or cause to be
         commenced or prosecuted against any of the Released Lender Parties any
         action or other proceeding based upon any of the Borrower Claims which
         may have arisen at any time on or prior to


                                       6
<PAGE>

         the date of this Amendment and were in any manner related to any of the
         Credit Documents.

                  (c) The agreements of the Borrower and each Guarantor set
         forth in this Section 5 shall survive termination of this Amendment and
         the other Credit Documents.

         6. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective,
without any other action by the parties hereto, immediately upon the
satisfaction or waiver of each of the following conditions precedent and only if
all such conditions precedent to effectiveness are satisfied or waived on or
prior to October 3, 2003:

                  (a) the Agent shall receive counterparts of this Amendment
         executed by the Majority Lenders, the Borrower and the Guarantors;

                  (b) the representations and warranties set forth in Section 4
         of this Amendment shall be true and correct;

                  (c) all reasonable out-of-pocket fees and expenses of the
         Agent in connection with the Credit Documents, including its reasonable
         out-of-pocket legal and other professional fees and expenses incurred
         by the Agent, including, without limitation, such fees and expenses of
         Winstead Sechrest & Minick P.C., shall have been paid;

                  (d) the Agent shall receive evidence reasonably satisfactory
         to the Agent that the Borrower has entered into an amendment to the
         Note Purchase Agreement in form and substance reasonably satisfactory
         to the Agent;

                  (e) the Agent shall receive a written certificate signed by an
         officer of the Borrower acceptable to the Agent as to (i) the absence
         of any action, suit, investigation or proceeding pending or, to the
         knowledge of the Borrower, threatened in any court or before any
         arbitrator or governmental authority that could reasonably be expected
         to materially and adversely affect (A) the financial condition of the
         Borrower and its Subsidiaries, taken as a whole, or (B) the ability of
         the Borrower and its Subsidiaries to perform their respective
         obligations under the Credit Documents, as amended by the Amendment,
         (ii) the absence of a material breach of any representation or warranty
         of the Borrower set out in the Credit Documents, and (iii) the absence
         of any Default or Event of Default, after giving effect to this
         Amendment; and

                  (f) the Agent shall receive, in form and substance reasonably
         satisfactory to the Agent and its counsel, such other documents,
         certificates and instruments as the Agent shall reasonably require.

         7. CREDIT DOCUMENT: REFERENCE TO CREDIT AGREEMENT. This Amendment is a
Credit Document. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement," "hereunder," or words of like import shall
mean and be a reference to the Credit Agreement, as affected and amended by this
Amendment.

         8. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of


                                       7
<PAGE>

which together shall constitute one and the same instrument. This Amendment may
be validly executed and delivered by facsimile or other electronic transmission.

         9. GOVERNING LAW; BINDING EFFECT. This Amendment shall be governed by
and construed in accordance with the internal laws of the State of Texas and
shall be binding upon the Borrower, the Agent, each Lender and their respective
successors and assigns.

         10. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

         11. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER CREDIT
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                             SIGNATURE PAGES FOLLOW.


                                       8
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

BORROWER:

QUANTA SERVICES, INC.

By: /s/ JAMES H. HADDOX
    ------------------------------
Name: James H. Haddox
      -------------------------------
Title: Chief Financial Officer
       ----------------------


AGENT:

BANK OF AMERICA, N.A., AS AGENT



By: /s/ DAVID A. JOHANSON
    ----------------------------
    Name: David A. Johanson
          -----------------------
    Title: Vice President
           -------------------------



<PAGE>

         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

BANK OF AMERICA, N.A.



By: /s/ GARY L. MINGLE

Name: Gary L. Mingle

Title: Senior Vice President


<PAGE>

         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

BANK OF NOVA SCOTIA



By: /s/ STEPHEN C. LEVI

Name: Stephen C. Levi

Title: Director


<PAGE>


         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

CREDIT LYONNAIS NEW YORK BRANCH



By: /s/ ATTILA KOC

Name: Attila Koc

Title: Senior Vice President


<PAGE>

         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

DEUTSCHE BANK TRUST COMPANY AMERICAS


BY: /s/ SCOTTYE LINDSAY

NAME: SCOTTYE LINDSAY

TITLE: VICE PRESIDENT


<PAGE>

         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

JP MORGAN CHASE



BY: /s/ ROBERT MENDOZA

NAME: ROBERT MENDOZA

TITLE: VICE PRESIDENT


<PAGE>


         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

NATIONAL CITY BANK



BY: /s/ MICHAEL DURBIN

NAME: MICHAEL DURBIN

TITLE: SENIOR VICE PRESIDENT


<PAGE>


         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

GUARANTY BANK



BY: /s/ SCOTT BREWER

NAME: SCOTT BREWER

TITLE: VP


<PAGE>


         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

WACHOVIA BANK, NATIONAL ASSOCIATION



BY: /s/ STEVEN L. HIPSMAN

NAME: STEVEN L. HIPSMAN

TITLE: DIRECTOR


<PAGE>


         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

COMERICA BANK



BY: /s/ WILLIAM S. ROGERS

NAME: WILLIAM S. ROGERS

TITLE: VICE PRESIDENT
<PAGE>


         Lender signature page to that certain Tenth Amendment to Third Amended
and Restated Secured Credit Agreement dated to be effective as of September 30,
2003, by and among Quanta Services, Inc., the Lenders party thereto, and Bank of
America, N.A., as Agent for the Lenders.

SUN TRUST BANK



By: /s/ J. SCOTT DEVINEY

NAME: J. SCOTT DEVINEY

TITLE: DIRECTOR
<PAGE>


                        GUARANTORS' CONSENT AND AGREEMENT


As an inducement to the Lenders to execute, and in consideration of the Lenders'
execution of this Amendment, each of the undersigned hereby consents to this
Amendment and agrees that the same shall in no way release, diminish, impair,
reduce or otherwise adversely affect the obligations and liabilities of the
undersigned under their respective Guaranties described in the Credit Agreement
executed by the undersigned, or any agreements, documents or instruments
executed by any of the undersigned, all of which obligations and liabilities
are, and shall continue to be, in full force and effect. This consent and
agreement shall be binding upon the undersigned, and their respective successors
and assigns, and shall inure to the benefit of the Lenders, and their respective
successors and assigns.


                              ADVANCED TECHNOLOGIES AND INSTALLATION CORPORATION
                              ALLTECK LINE CONTRACTORS (USA), INC.
                              ARBY CONSTRUCTION, INC.
                              AUSTIN TRENCHER, INC.
                              BRADFORD BROTHERS, INC.
                              CCLC, INC.
                              COMMUNICATION MANPOWER, INC.
                              CONTI COMMUNICATIONS, INC.
                              CROCE ELECTRIC COMPANY, INC.
                              CROWN FIBER COMMUNICATIONS, INC.
                              DILLARD SMITH CONSTRUCTION COMPANY
                              DRIFTWOOD ELECTRICAL CONTRACTORS, INC.
                              ENVIRONMENTAL PROFESSIONAL ASSOCIATES, LIMITED
                              FIVE POINTS CONSTRUCTION CO.
                              GLOBAL ENERCOM MANAGEMENT, INC.
                              GOLDEN STATE UTILITY CO.
                              H. L. CHAPMAN PIPELINE CONSTRUCTION, INC.
                              HAINES CONSTRUCTION COMPANY
                              INTERMOUNTAIN ELECTRIC, INC.
                              IRBY CONSTRUCTION COMPANY
                              LINE EQUIPMENT SALES CO., INC.
                              MANUEL BROS., INC.
                              MEARS GROUP, INC.
                              MEJIA PERSONNEL SERVICES, INC.
                              METRO UNDERGROUND SERVICES, INC.
                              MUSTANG LINE CONTRACTORS, INC.
                              NETWORK ELECTRIC COMPANY
                              NORTH PACIFIC CONSTRUCTION CO., INC.
                              NORTH SKY COMMUNICATIONS, INC.
                              PAR ELECTRICAL CONTRACTORS, INC.

<PAGE>

                              PARKSIDE SITE & UTILITY COMPANY CORPORATION
                              PARKSIDE UTILITY CONSTRUCTION CORP.
                              P.D.G. ELECTRIC COMPANY
                              POTELCO, INC.
                              PROFESSIONAL TELECONCEPTS, INC. (IL)
                              PROFESSIONAL TELECONCEPTS, INC. (NY)
                              PWR FINANCIAL COMPANY
                              QPC, INC.
                              QSI, INC.
                              QUANTA HOLDINGS, INC.
                              QUANTA XXXI ACQUISITION, INC.
                              QUANTA LI ACQUISITION, INC.
                              QUANTA LIV ACQUISITION, INC.
                              QUANTA LVII ACQUISITION, INC.
                              QUANTA LVIII ACQUISITION, INC.
                              QUANTA LIX ACQUISITION, INC.
                              QUANTA LX ACQUISITION, INC.
                              QUANTA LXI ACQUISITION, INC.
                              QUANTA LXII ACQUISITION, INC.
                              QUANTA LXIII ACQUISITION, INC.
                              QUANTA LXIV ACQUISITION, INC.
                              QUANTA LXV ACQUISITION, INC.
                              QUANTA LXVI ACQUISITION, INC.
                              QUANTA LXVII ACQUISITION, INC.
                              QUANTA LXVIII ACQUISITION, INC.
                              QUANTA LXIX ACQUISITION, INC.
                              QUANTA LXX ACQUISITION, INC.
                              QUANTA LXXI ACQUISITION, INC.
                              QUANTA LXXII ACQUISITION, INC.
                              QUANTA LXXIII ACQUISITION, INC.
                              QUANTA UTILITY INSTALLATION CO., INC,
                              R. A. WAFFENSMITH & CO., INC.
                              SOUTHEAST PIPELINE CONSTRUCTION, INC.
                              SOUTHWESTERN COMMUNICATIONS, INC.
                              SOUTHWEST TRENCHING COMPANY, INC.
                              SPALJ CONSTRUCTION COMPANY
                              SUMTER UTILITIES, INC.
                              THE RYAN COMPANY, INC.
                              TOM ALLEN CONSTRUCTION COMPANY
                              TRANS TECH ACQUISITION, INC.
                              TRAWICK CONSTRUCTION COMPANY, INC.
                              TTGP, INC.
                              TTLP, INC.
                              TTM, INC.
                              TXLP, INC.
                              UNDERGROUND CONSTRUCTION CO., INC.

<PAGE>

                              UTILCO, INC.
                              VCI TELCOM, INC.
                              W.C. COMMUNICATIONS, INC.
                              W.H.O.M. CORPORATION



                              By:   /s/ DANA GORDON
                                    --------------------------------------------
                                    Dana Gordon, President or Vice President
                                    of each Guarantor


                              QDE LLC
                              QUANTA DELAWARE, INC.
                              QUANTA ASSET MANAGEMENT LLC



                              By:   /s/ LINDA BUBACZ
                                    --------------------------------------------
                                    Linda Bubacz, President


                              COAST TO COAST, LLC


                              By:   Environmental Professional Associates,
                                    Limited, Its Member





                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President

                              NORTHERN LINE LAYERS, LLC

                              By: PAR Electrical Contractors, Inc., Its Sole
                                  Member


                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President

<PAGE>

                              DOT 05, LLC
                              TJADER, L.L.C.
                              OKAY CONSTRUCTION COMPANY, LLC


                              By:   Spalj Construction Company, Its Member



                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President


                              LAKE NORMAN PIPELINE, LLC


                              By:   Bradford Brothers, Inc., Its Member





                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President


                              MEARS/CPG, LLC
                              MEARS ENGINEERING, LLC
                              MEARS/HDD, LLC
                              MEARS SERVICES, LLC


                              By: Mears Group, Inc., The Sole Member of each of
                                  the foregoing limited liability companies


                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President

                              S.K.S. PIPELINERS, LLC


                              By:   Arby Construction, Inc., Its Member


                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President

<PAGE>

                              TNS-VA, LLC


                              By: Professional Teleconcepts, Inc. (NY), Its
                                  Member



                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President


                              LINECO LEASING, LLC


                              By:   Mustang Line Contractors, Inc., Its Sole
                                    Member



                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President


                              AIRLAN TELECOM SERVICES, L.P.
                              NORTH HOUSTON POLE LINE, L.P.
                              LINDSEY ELECTRIC, L.P.
                              DIGCO UTILITY CONSTRUCTION, L.P.


                              By:   Mejia Personnel Services, Inc., Its General
                                    Partner


                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President


                              QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
                              QUANTA ASSOCIATES, L.P.


                              By:   QSI, Inc., Its General Partner



                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President

<PAGE>

                                    TRANS TECH ELECTRIC, L.P.


                              By:   TTGP, Inc., Its General Partner


                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President


                              PWR NETWORK, LLC


                              By:   PWR Financial Company, Its Sole Member


                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President


                              Q RESOURCES, LLC


                              By:   Quanta Holdings, Inc., Its Member


                                    By:    /s/ DANA GORDON
                                           Dana Gordon, Vice President


                              QUANTA RECEIVABLES, L.P.


                              By:   PWR Network, LLC, Its General Partner


                                    By:    PWR Financial Company, Its Sole
                                           Member


                                           By:  /s/ DANA GORDON
                                                --------------------------------
                                                Dana Gordon, Vice President

<PAGE>

                              TOTAL QUALITY MANAGEMENT SERVICES, LLC


                              By:   Environmental Professional Associates, Ltd.,
                                    Its Sole Member


                                    By:    /s/ DANA GORDON
                                           -------------------------------------
                                           Dana Gordon, Vice President


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