<DOCUMENT>
<TYPE>EX-4.(B)
<SEQUENCE>3
<FILENAME>c41117_ex4-b.txt
<TEXT>

                                                                    Exhibit 4(b)

                            ASSIGNMENT AND ACCEPTANCE

                             Dated October 14, 2005

     Reference is made to the Amended and Restated Credit  Agreement dated as of
October 14, 2005 (the "CREDIT  AGREEMENT")  among EMCOR Group,  Inc.,  the other
Borrowers,  the Lenders (as defined in the Credit Agreement) and Harris N.A., as
Agent for the Lenders (the "AGENT").  Terms defined in the Credit  Agreement are
used herein with the same meaning.

     Harris Nesbitt  Financing,  Inc. (the "ASSIGNOR") and Bank of Montreal (the
"ASSIGNEE") agree as follows:

     1.   The  Assignor  hereby  sells  and  assigns  to the  Assignee,  and the
Assignee hereby purchases and assumes from the Assignor,  a 100% interest in and
to all of the Assignor's rights and obligations under the Credit Agreement as of
the Effective  Date (as defined  below),  including,  without  limitation,  such
percentage  interest in the Assignor's  Commitment as in effect on the Effective
Date and the  Revolving  Loans,  if any,  owing to the Assignor on the Effective
Date and the Assignor's Percentage of any outstanding L/C Obligation, if any.

     2.   The Assignor (i)  represents  and warrants  that as of the date hereof
(A) its  Commitment  is  $25,000,000,  (B) the aggregate  outstanding  principal
amount of Revolving  Loans made by it under the Credit  Agreement  that have not
been repaid is $0 and a description  of the interest  rates and  currencies  for
such  Revolving  Loans is attached as Schedule 1 hereto,  and (C) the  aggregate
principal  amount of Assignor's  outstanding L/C Obligations is also description
of the expiry date,  amount and account party for such L/C  Obligations  is also
attached as Schedule 1 hereto; (ii) represents and warrants that it is the legal
and  beneficial  owner of the interest  being  assigned by it hereunder and that
such interest is free and clear of any adverse  claim,  lien, or  encumbrance of
any  kind;   (iii)  makes  no   representation   or  warranty   and  assumes  no
responsibility  with respect to any  statements,  warranties or  representations
made in or in connection  with the Loan  Documents or the  execution,  legality,
validity,  enforceability,   genuineness,  sufficiency  or  value  of  the  Loan
Documents or any other instrument or document  furnished  pursuant thereto;  and
(iv) makes no  representation  or warranty  and assumes no  responsibility  with
respect to the  financial  condition  of any  Borrower or any  Guarantor  or the
performance  or  observance  by any  Borrower or any  Guarantor  of any of their
respective  obligations  under the Credit  Agreement or any other  instrument or
document furnished pursuant thereto.

     3.   The Assignee (i)  confirms  that it has received  copies of the Credit
Agreement,  together  with  copies  of  the  most  recent  financial  statements
delivered to the Lenders pursuant to in Sections 7.5(a), (b) and (c) thereof and
such other  documents and  information as it has deemed  appropriate to make its
own credit  analysis and decision to enter into this  Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the Agent, the
Assignor or any other Lender and based on such  documents and  information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking  action  under the Credit  Agreement;  (iii)  appoints  and
authorizes the Agent to take such action as Agent

<PAGE>


on its  behalf and to  exercise  such  powers  under the Loan  Documents  as are
delegated to the Agent by the terms  thereof,  together  with such powers as are
reasonably  incidental  thereto;  (iv) agrees that it will perform in accordance
with  their  terms  all of the  obligations  which by the  terms  of the  Credit
Agreement  are required to be performed by it as a Lender;  and (v) specifies as
its lending  offices (and address for notices) the offices set forth beneath its
name on the signature pages hereof.

     4.   As consideration for the assignment and sale contemplated in Section 1
hereof,  the  Assignee  shall  pay to the  Assignor  on the  Effective  Date (as
hereinafter  defined)  in  federal  funds  an  amount  equal  to the  percentage
specified in Section One of the balance of Revolving  Loans  outstanding on such
date. It is understood that  commitment  and/or Letter of Credit fees accrued to
the date hereof with respect to the interest assigned hereby are for the account
of the Assignor and such fees  accruing  from and  including the date hereof are
for the account of the  Assignee.  Each of the Assignor and the Assignee  hereby
agrees that if it receives  any amount under the Credit  Agreement  which is for
the account of the other party hereto, it shall receive the same for the account
of such other  party to the extent of such other  party's  interest  therein and
shall promptly pay the same to such other party.

     5.   The effective date for this Assignment and Acceptance shall be October
14, 2005 (the "EFFECTIVE DATE").  Following the execution of this Assignment and
Acceptance,  it will be delivered to the Company for its  acceptance  and to the
Agent for acceptance and recording by the Agent.

     6.   Upon such acceptance and recording,  as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and, to the extent provided in
the  Assignment  and  Acceptance,  have the rights and  obligations  of a Lender
thereunder  and  (ii)  the  Assignor  shall,  to the  extent  provided  in  this
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations under the Credit Agreement.

     7.   Upon such acceptance and recording, from and after the Effective Date,
the Agent shall make all payments  under the Credit  Agreement in respect of the
interest  assigned  hereby  (including,  without  limitation,  all  payments  of
principal,  interest  and  commitment  and  letter of credit  fees with  respect
thereto) to the Assignee.  The Assignor and Assignee shall make all  appropriate
adjustments  in payments  under the Credit  Agreement  for periods  prior to the
Effective Date directly between themselves.

     8.   In accordance with Section 11.18 of the Credit Agreement, the Assignee
requests and directs that the Agent  prepare and cause the  Borrowers to execute
and deliver to the Assignee Revolving Credit Notes payable to the Assignee.

<PAGE>


     9.   This Assignment and Acceptance  shall be governed by, and construed in
accordance with, the laws of the State of Illinois.



                                          HARRIS NESBITT FINANCING, INC.


                                          By:
                                             -----------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------


                                          BANK OF MONTREAL


                                          By:
                                             -----------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

Accepted and consented this
14th day of October, 2005


EMCOR GROUP, INC.


By:
   -----------------------------------
    Name:
         -----------------------------
    Title:
          ----------------------------

Accepted and consented to by the Agent this
14th day of October, 2005

HARRIS N.A,. as Agent


By:
   -----------------------------------
    Name:
         -----------------------------
    Title:
          ----------------------------

</TEXT>
</DOCUMENT>
