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                                                           EXHIBIT 10(iii)(A)(1)

                               AMENDMENT NO. 2 TO
                              EMPLOYMENT AGREEMENT
                                       OF
                                 BROCK A. HATTOX


         THIS AMENDMENT made and entered into as of the 19th day of December,
2002 by and between NATIONAL SERVICE INDUSTRIES, INC. (the "Company") and BROCK
A. HATTOX ("Executive");


                              W I T N E S S E T H:


         WHEREAS, the Company and Executive entered into an Employment
Agreement, dated as of November 27, 2001, which Agreement became effective on
November 30, 2001, and which Agreement has previously been amended on October 4,
2002 (the Agreement as amended is hereinafter referred to as the "Employment
Agreement");

         WHEREAS, the parties now desire to amend the Employment Agreement to
provide that, subject to certain conditions, Executive's employment and the Term
shall end on or about the date that the Company hires his successor as Chief
Executive Officer and that Executive shall receive compensation and benefits as
hereinafter provided; and

         WHEREAS, the parties desire to enter into this Amendment to the
Employment Agreement in order to provide for, among other things, an orderly
transition of Executive's duties and responsibilities.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein and in the Employment Agreement, the
parties hereby agree to amend the Employment Agreement as follows:


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                                       1.

         Section 1(c) is hereby amended by deleting the present section in its
entirety and substituting the following in lieu thereof:

                  "(c) Executive's employment under this Agreement shall
         commence at the Effective Date and shall end on or about the date the
         Executive's successor as Chief Executive Officer of the Company
         commences employment with the Company, unless the parties mutually
         agree in writing to a different termination date (the "Term"; the last
         day of the Term is hereinafter referred to as the "Separation Date").
         The parties acknowledge and agree that Section 2 and Sections 3(a)
         through 3(k) shall remain in effect through the Separation Date and
         cease to be in effect thereafter. During the period from the date of
         this Amendment to the Separation Date, the Executive shall assist the
         Board in locating and retaining a new Chief Executive Officer for the
         Corporation and shall cooperate in the transition of Executive's duties
         and responsibilities to his successor. The Company and Executive shall
         mutually agree upon a press release announcing the execution of this
         Amendment to the Employment Agreement."

                                       2.

         Unless events or circumstances have occurred prior to the Separation
Date (taking into account Section 1(c), as amended) which give rise to a claim
under Sections 4(a) by Executive (it being understood that any such claims shall
not be duplicative of the rights under Section 4(g), as added below), Sections
4(a) and 4(b) shall cease to be effective on and after the Separation Date. The
following new Section 4(g) shall be added to the end of the present Section 4:


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                  "(g)     Mutually Agreeable Termination - The Company and
         Executive agree that Executive will terminate his employment on the
         Separation Date (as defined in Section 1(c) above) and that Executive
         shall receive the following compensation and benefits:

                           (i)      Base Salary - Executive will continue to
                  receive his Base Salary as then in effect for a period of
                  twelve (12) months, payable in the same manner as it was being
                  paid on his date of termination.

                                    Bonus - Executive will be paid monthly an
                  amount equal to $30,000, subject to withholding of applicable
                  taxes, for a period of twelve (12) months.

                           (ii)     Healthcare - Executive will continue to be
                  provided with the Company's healthcare coverage for the period
                  from his date of termination until the earlier of the date
                  Executive becomes eligible for Medicare coverage (currently
                  age 65) or the date of his death ("Coverage Period"), just as
                  if he had remained an active employee in an executive
                  position. For each year during the Coverage Period, the
                  Company shall pay to Executive monthly (or on such other
                  dates, e.g., annually or quarterly, as the parties may agree
                  upon) an amount equal to the costs the Company is paying for
                  such year to provide healthcare coverage to similarly situated
                  active employees. In addition to the amount payable to
                  Executive pursuant to the preceding sentence, for each year
                  during the Coverage Period the Company shall pay to Executive
                  a tax gross-up payment in an amount sufficient to make
                  Executive whole for any federal


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                  or state taxes (and the taxes on such payment of taxes)
                  Executive must pay as a result of receiving the payments from
                  the Company under this subsection. The tax gross-up payment
                  shall be made to Executive no later than the April 15th of the
                  year following the year in which the payment is treated as
                  taxable income.

                                    For each year during the Coverage Period,
                  Executive shall pay the Company monthly (or on such other
                  dates, e.g., annually or quarterly, as the parties may agree
                  upon) the amount required to provide Executive healthcare
                  coverage for such year (determined in a manner comparable to
                  COBRA coverage costs), including any additional amounts for
                  dependent coverages. If the Company cannot continue to cover
                  Executive under its healthcare coverage plan as contemplated
                  by this subsection, the Company will separately provide
                  Executive with, or make available to Executive, comparable
                  coverages at comparable costs. The Company's provision of
                  healthcare coverage to Executive under this subsection shall
                  be structured in a manner such that benefits payable to
                  Executive and his dependents are not taxable to Executive.

                           (iii)    Life Insurance - Executive will continue to
                  receive the life insurance coverage in effect on his date or
                  termination for a period of twenty-four (24) months, just as
                  if he had remained an active employee.

                           (iv)     SERP - If Executive's Separation Date occurs
                  prior to his attaining age 55, he will be treated for all
                  purposes under the SERP as if he had continued to remain
                  actively employed until he reached age 55, and

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                  had completed at least ten (10) years of service. In
                  accordance with Appendix A to the SERP, Executive shall
                  receive a lump sum payment of his SERP benefit as soon as
                  practical after the Separation Date.

                           (v)      Stock Options and Restricted Stock - If
                  Executive's Separation Date occurs prior to his attaining age
                  55 and completing ten (10) years of service, on the Separation
                  Date Executive will be treated for all purposes under his
                  outstanding Stock Options and Restricted Stock Awards as if he
                  had terminated employment after attaining age 55 and
                  completing at least 10 years of service. The Company shall
                  cause the Committee to allow Executive's Stock Option and
                  Restricted Stock Awards to continue to vest and the Stock
                  Options to remain exercisable in accordance with the
                  agreements for such awards. Executive's outstanding Stock
                  Options and Restricted Stock Awards are listed on EXHIBIT A,
                  attached hereto.

                           (vi)     Accrued Vacation - Executive shall be paid
                  his accrued vacation on the Separation Date.

                           (vii)    Business Expenses - Executive shall be
                  reimbursed on or before the Separation Date for all reasonable
                  business expenses for which he has submitted Company expense
                  reports. Executive shall also be reimbursed for all other
                  reasonable business expenses he has incurred or paid through
                  the Separation Date promptly after submission of a Company
                  expense report for such expenses.


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                           (viii)   Indemnification - On and after the
                  Separation Date, the Company shall indemnify Executive and
                  hold Executive harmless from and against any claim, loss or
                  cause of action arising from or out of Executive's performance
                  as an officer, director or employee of the Company or any of
                  its subsidiaries or other affiliates or in any other capacity,
                  including any fiduciary capacity, in which Executive serves at
                  the Company's request, in each case to the maximum extent
                  permitted by law and under the Company's Articles of
                  Incorporation and By-Laws (the "Governing Documents"),
                  provided that in no event shall the protection afforded to
                  Executive hereunder be less than that afforded under the
                  Governing Documents as in effect on the Separation Date,
                  except for changes mandated by law. On and after the
                  Separation Date, Executive shall be covered in accordance with
                  the terms of any policy of directors and officers liability
                  insurance maintained by the Company for the benefit of its
                  officers and directors. Upon request therefor, accompanied by
                  reasonably itemized evidence of expenses incurred, and by
                  Executive's written affirmation of his good faith belief that
                  his conduct met the standard applicable to indemnification and
                  that he is entitled to indemnification under the Governing
                  Documents, the Company shall advance to Executive the
                  reasonable expenses (including attorneys' fees and costs of
                  investigation and defense, including the fees of expert
                  witnesses, other professional advisors, and private
                  investigators), incurred by him in defending any civil or
                  criminal suit, action or proceeding for


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                  which Executive is entitled to indemnification pursuant to the
                  Governing Documents. Executive agrees to reimburse the Company
                  for all reasonable expenses paid by the Company in defending
                  any action, suit or proceeding against Executive in the event
                  and to the extent that it shall ultimately be determined that
                  Executive is not entitled to be indemnified by the Company for
                  such expenses under the Governing Documents. Any advances and
                  Executive's agreement to repay shall be unsecured and
                  interest-free.

                           (ix)     Personal Computer - On the Separation Date,
                  the Company will transfer to Executive ownership of his
                  current personal computer and printer, including existing
                  software systems and accessories (subject to any restrictions
                  under existing licensing agreements binding the Company).

                           (x)      Mutual Release - The Company and Executive
                  shall execute a Mutual Release in the form attached hereto as
                  EXHIBIT B on the Separation Date."

                                       3.

         Executive agrees and acknowledges that the provisions of Section 5 of
the Employment Agreement shall continue to apply to Executive after the
Separation Date in accordance with the terms thereof.

                                       4.

         This Amendment to the Employment Agreement shall be effective as of the
date of this Amendment, provided that if a Change in Control (as defined in
Executive's


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Severance Protection Agreement) occurs prior to the Separation Date or if a
Threatened Change in Control (as defined in Executive's Severance Protection
Agreement) commences prior to the Separation Date and has not ended, or resulted
in a Change in Control, as of the Separation Date, this Amendment No. 2 shall be
null and void and of no further force or effect as of the day prior to the
Separation Date and the provisions of the Employment Agreement (excluding this
Amendment No. 2) and the Severance Protection Agreement shall govern the
compensation and benefits payable upon any termination of Executive's
employment. Except as hereby modified, the Employment Agreement shall remain in
full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first written above.


                           NATIONAL SERVICE INDUSTRIES, INC.

                           By:
                              ----------------------------------------------
                              Michael Z. Kay, Chairman
                              Compensation Committee



                           EXECUTIVE


                           -------------------------------------------------
                           Brock A. Hattox


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