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                                                                    EXHIBIT 10.1

BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.

                     $225,000,000 AGGREGATE PRINCIPAL AMOUNT

                              QUANTA SERVICES, INC.

                    4.50% CONVERTIBLE SUBORDINATED DEBENTURES

                                    DUE 2023

                      RESALE REGISTRATION RIGHTS AGREEMENT

                             DATED OCTOBER 17, 2003

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         RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 17, 2003,
among Quanta Services, Inc., a Delaware corporation (together with any successor
entity, herein referred to as the "COMPANY"), Banc of America Securities LLC and
J.P. Morgan Securities Inc., as representatives of the several initial
purchasers (the "INITIAL PURCHASERS") under the Purchase Agreement (as defined
below).

         Pursuant to the Purchase Agreement, dated as of October 9, 2003, among
the Company, Banc of America Securities LLC and J.P. Morgan Securities Inc., as
representatives of the Initial Purchasers (the "PURCHASE AGREEMENT"), the
Initial Purchasers have agreed to purchase from the Company $225,000,000
($270,000,000 if the Initial Purchasers exercise their option in full) in
aggregate principal amount of 4.50% Convertible Subordinated Debentures due 2023
(the "DEBENTURES"). The Debentures will be convertible into fully paid,
nonassessable shares of common stock, par value $0.00001 per share, of the
Company together with the rights (the "Rights") evidenced by such Common Stock
to the extent provided in the Rights Agreement dated as of dated March 8, 2000
(and as amended prior to the date hereof) between the Company and American Stock
Transfer & Trust Company (collectively, the "COMMON Stock"). The Debentures will
be convertible on the terms, and subject to the conditions, set forth in the
Indenture (as defined herein). To induce the Initial Purchasers to purchase the
Debentures, the Company has agreed to provide the registration rights set forth
in this Agreement pursuant to Section 5(h) of the Purchase Agreement.

         The parties hereby agree as follows:

         1.       Definitions. Capitalized terms used in this Agreement without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized terms shall have
the following meanings:

         "AFFILIATE" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "AGREEMENT": This Resale Registration Rights Agreement.

         "BLUE SKY APPLICATION": As defined in Section 6(a)(i) hereof.

         "AMENDED EFFECTIVENESS DEADLINE DATE" has the meaning set forth in
Section 2(e) hereof.

         "BUSINESS DAY": The definition of "Business Day" in the Indenture.

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         "COMMISSION": Securities and Exchange Commission.

         "COMMON STOCK": As defined in the preamble hereto.

         "COMPANY": As defined in the preamble hereto.

         "DEBENTURES": As defined in the preamble hereto.

         "EFFECTIVENESS PERIOD": As defined in Section 2(a)(iii) hereof.

         "EFFECTIVENESS TARGET DATE": As defined in Section 2(a)(ii) hereof.

         "EXCHANGE ACT": Securities Exchange Act of 1934, as amended.

         "HOLDER": A Person who owns, beneficially or otherwise, Transfer
Restricted Securities.

         "INDEMNIFIED HOLDER": As defined in Section 6(a) hereof.

         "INDENTURE": The Indenture, dated as of October 17, 2003 between the
Company and Wells Fargo Bank, N.A., as trustee (the "Trustee"), pursuant to
which the Securities are to be issued, as such Indenture is amended, modified or
supplemented from time to time in accordance with the terms thereof.

         "INITIAL PURCHASERS": As defined in the preamble hereto.

         "LIQUIDATED DAMAGES": As defined in Section 3(a) hereof.

         "LIQUIDATED DAMAGES PAYMENT DATE": Each April 15 and October 15.

         "MAJORITY OF HOLDERS": Holders holding over 50% of the aggregate
principal amount of Debentures outstanding; provided that, for the purpose of
this definition, a holder of shares of Common Stock which constitute Transfer
Restricted Securities and issued upon conversion, redemption or repurchase of
the Debentures shall be deemed to hold an aggregate principal amount of
Debentures (in addition to the principal amount of Debentures held by such
holder) equal to the quotient of (x) the number of such shares of Common Stock
held by such holder and (y) the conversion rate in effect at the time of such
conversion, redemption or repurchase as determined in accordance with the
Indenture.

         "NASD": National Association of Securities Dealers, Inc.

         "NOTICE AND QUESTIONNAIRE": a written notice executed by the respective
Holder and delivered to the Company containing substantially the information
called for by the Selling Securityholder Notice and Questionnaire attached as
Annex A to the Offering Memorandum of the Company issued October 9, 2003
relating to the Debentures.

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         "NOTICE HOLDER": on any date, any Holder that has delivered a Notice
and Questionnaire to the Company on or prior to such date.

         "PERSON": An individual, partnership, corporation, company,
unincorporated organization, trust, joint venture or a government or agency or
political subdivision thereof.

         "PURCHASE AGREEMENT": As defined in the preamble hereto.

         "PROSPECTUS": The prospectus included in a Shelf Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such prospectus.

         "RECORD HOLDER": With respect to any Liquidated Damages Payment Date,
each Person who is a Holder on the 15th day preceding the relevant Liquidated
Damages Payment Date. In the case of a Holder of shares of Common Stock issued
upon conversion of the Debentures, "Record Holder" shall mean each Person who is
a Holder of shares of Common Stock which constitute Transfer Restricted
Securities on the 15th day preceding the relevant Liquidated Damages Payment
Date.

         "REGISTRATION DEFAULT": As defined in Section 3(a) hereof.

         "SECURITIES ACT": Securities Act of 1933, as amended.

         "SHELF FILING DEADLINE": As defined in Section 2(a)(i) hereof.

         "SHELF REGISTRATION STATEMENT": As defined in Section 2(a)(i) hereof.

         "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(c) hereof.

         "SUSPENSION NOTICE": As defined in Section 4(c) hereof.

         "SUSPENSION PERIOD": As defined in Section 4(b)(i) hereof.

         "TIA": Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission thereunder, in each case, as in effect on the date
the Indenture is qualified under the TIA.

         "TRANSFER RESTRICTED SECURITIES": Each Debenture and each share of
Common Stock issued upon conversion, redemption or repurchase of Debentures
until the earlier of:

                           (i)      the date on which such Debenture or such
                  share of Common Stock issued upon conversion, redemption or
                  repurchase

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                  has been effectively registered under the Securities Act and
                  disposed of in accordance with the Shelf Registration
                  Statement;

                           (ii)     the date on which such Debenture or such
                  share of Common Stock issued upon conversion, redemption or
                  repurchase is transferred in compliance with Rule 144 under
                  the Securities Act or may be sold or transferred by a person
                  who is not an affiliate of the Company pursuant to Rule 144
                  under the Securities Act (or any other similar provision then
                  in force) without any volume or manner of sale restrictions
                  thereunder; or

                           (iii)    the date on which such Debenture or such
                  share of Common Stock issued upon conversion, redemption or
                  repurchase ceases to be outstanding (whether as a result of
                  redemption, repurchase and cancellation, conversion or
                  otherwise).

         "UNDERWRITTEN REGISTRATION": A registration in which Debentures of the
Company are sold to an underwriter for reoffering to the public.

         Unless the context otherwise requires, the singular includes the
plural, and words in the plural include the singular.

         2.       Shelf Registration.

                  (a)      The Company shall:

                           (i)      not later than 90 days after the date hereof
                  (the "SHELF FILING DEADLINE"), cause to be filed a
                  registration statement pursuant to Rule 415 under the
                  Securities Act (the "SHELF REGISTRATION STATEMENT"), which
                  Shelf Registration Statement shall provide for resales of all
                  Transfer Restricted Securities held by Holders that have
                  provided the information required pursuant to the terms of
                  Section 2(b) hereof;

                           (ii)     use commercially reasonable efforts to cause
                  the Shelf Registration Statement to be declared effective by
                  the Commission not later than 210 days after the date hereof
                  (the "EFFECTIVENESS TARGET DATE"); and

                           (iii)    use commercially reasonable efforts to keep
                  the Shelf Registration Statement continuously effective,
                  supplemented and amended as required by the provisions of
                  Section 4(b) hereof to the extent necessary to ensure that (A)
                  it is available for resales by the Holders of Transfer
                  Restricted Securities entitled, subject to Section 2(b), to
                  the benefit of this Agreement and (B) conforms with the
                  requirements of this Agreement and the Securities Act and the
                  rules and regulations of the Commission promulgated

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                  thereunder as announced from time to time, for a period (the
                  "EFFECTIVENESS PERIOD") until the earliest of:

                                    (1)      two years following the last date
                           of original issuance of any of the Debentures;

                                    (2)      the date when the Holders of
                           Transfer Restricted Securities are able to sell all
                           such Transfer Restricted Securities immediately
                           without restriction pursuant to the volume limitation
                           provisions of Rule 144 under the Securities Act; or

                                    (3)      the date when all of the Transfer
                           Restricted Securities of those Holders that complete
                           and deliver in a timely manner the Holder
                           Questionnaire described below are registered under
                           the Shelf Registration Statement and disposed of in
                           accordance with the Shelf Registration Statement.

                   (b)     At the time the Shelf Registration Statement is
         declared effective, each Holder that became a Notice Holder on or prior
         to the date fifteen (15) Business Days prior to such time of
         effectiveness shall be named as a selling securityholder in the Shelf
         Registration Statement and the related Prospectus in such a manner as
         to permit such Holder to deliver such Prospectus to purchasers of
         Transfer Restricted Securities in accordance with applicable law. None
         of the Company's securityholders (other than the Holders of Transfer
         Restricted Securities) shall have the right to include any of the
         Company's securities in the Shelf Registration Statement.

                   (c)      If the Shelf Registration Statement or any
         Subsequent Shelf Registration Statement ceases to be effective for any
         reason at any time during the Effectiveness Period (other than because
         all Transfer Restricted Securities registered thereunder shall have
         been resold pursuant thereto or shall have otherwise ceased to be
         Transfer Restricted Securities), the Company shall use its reasonable
         best efforts to obtain the prompt withdrawal of any order suspending
         the effectiveness thereof, and in any event shall within thirty (30)
         days of such cessation of effectiveness amend the Shelf Registration
         Statement in a manner reasonably expected to obtain the withdrawal of
         the order suspending the effectiveness thereof, or file an additional
         Shelf Registration Statement covering all of the securities that as of
         the date of such filing are Transfer Restricted Securities ( a
         "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf
         Registration Statement is filed, the Company shall use its reasonable
         best efforts to cause the Subsequent Shelf Registration Statement to
         become effective as promptly as is practicable after such filing and to
         keep such Registration Statement (or subsequent Shelf

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         Registration Statement) continuously effective until the end of the
         Effectiveness Period.

                   (d)      The Company shall supplement and amend the Shelf
         Registration Statement if required by the rules, regulations or
         instructions applicable to the registration form used by the Company
         for such Shelf Registration Statement, if required by the Securities
         Act or as reasonably requested by the Initial Purchasers or by the
         Trustee on behalf of the Holders of the Transfer Restricted Securities
         covered by such Shelf Registration Statement.

                   (e)      Each Holder agrees that if such Holder wishes to
         sell Transfer Restricted Securities pursuant to a Shelf Registration
         Statement and related Prospectus, it will do so only in accordance with
         this Section 2(e) and Section 4(b). Each Holder wishing to sell
         Transfer Restricted Securities pursuant to a Shelf Registration
         Statement and related Prospectus agrees to deliver a Notice and
         Questionnaire to the Company at least three (3) Business Days prior to
         any intended distribution of Transfer Restricted Securities under the
         Shelf Registration Statement. From and after the date the Shelf
         Registration Statement is declared effective the Company shall, as
         promptly as practicable after the date a Notice and Questionnaire is
         delivered, and in any event upon the later of (x) ten (10) Business
         Days after such date (but no earlier than ten (10) Business Days after
         effectiveness) or (y) ten (10) Business Days after the expiration of
         any Suspension Period in effect when the Notice and Questionnaire is
         delivered or put into effect within ten (10) Business Days of such
         delivery date:

                            (i)      if required by applicable law, file with
                  the SEC a post-effective amendment to the Shelf Registration
                  Statement or prepare and, if required by applicable law, file
                  a supplement to the related Prospectus or a supplement or
                  amendment to any document incorporated therein by reference or
                  file any other required document so that the Holder delivering
                  such Notice and Questionnaire is named as a selling
                  securityholder in the Shelf Registration Statement and the
                  related Prospectus in such a manner as to permit such Holder
                  to deliver such Prospectus to purchasers of the Transfer
                  Restricted Securities in accordance with applicable law and,
                  if the Company shall file a post-effective amendment to the
                  Shelf Registration Statement, use commercially reasonable
                  efforts to cause such post-effective amendment to be declared
                  effective under the Securities Act as promptly as is
                  practicable, but in any event by the date (the "AMENDMENT
                  EFFECTIVENESS DEADLINE DATE") that is sixty (60) days after
                  the date such post effective amendment is required by this
                  clause to be filed:

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                            (ii)     provide such Holder copies of the any
                  documents filed pursuant to Section 2(e)(i); and

                            (iii)    notify such Holder as promptly as
                  practicable after the effectiveness under the Securities Act
                  of any post-effective amendment filed pursuant to Section
                  2(e)(i);

provided that if such Notice and Questionnaire is delivered during a Suspension
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Suspension Period in accordance with Section
4(b). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten
(10) Business Days from the expiration of a Suspension Period (and the Company
shall incur no obligation to pay Liquidated Damages during such extension) if
such Suspension Period shall be in effect on the Amendment Effectiveness
Deadline Date.

         3.       Liquidated Damages.

                  (a)      If:

                           (i)      the Shelf Registration Statement is not
                  filed with the Commission prior to or on the Shelf Filing
                  Deadline;

                           (ii)     the Shelf Registration Statement has not
                  been declared effective by the Commission prior to or on the
                  Effectiveness Target Date;

                           (iii)    the Company has failed to perform its
                  obligations set forth in Section 2(e) within the time period
                  required therein;

                           (iv)     any post-effective amendment to a Shelf
                  Registration filed pursuant to Section 2(e)(i) has not become
                  effective under the Securities Act on or prior to the
                  Amendment Effectiveness Deadline Date;

                           (v)      except as provided in Section 4(b)(i)
                  hereof, the Shelf Registration Statement is filed and declared
                  effective but, during the Effectiveness Period, shall
                  thereafter cease to be effective or fail to be usable for its
                  intended purpose without being succeeded within ten Business
                  Days by a post-effective amendment to the Shelf Registration
                  Statement, a supplement to the Prospectus or a report filed
                  with the Commission pursuant to Section 13(a), 13(c), 14 or
                  15(d) of the Exchange Act that cures such failure and, in the

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                  case of a post-effective amendment, is itself immediately
                  declared effective; or

                           (vi)     (A) prior to or on the 45th or 60th day, as
                  the case may be, of any Suspension Period, such suspension has
                  not been terminated or (B) Suspension Periods exceed an
                  aggregate of 120 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (iv), a
"REGISTRATION DEFAULT"), the Company hereby agrees to pay interest ("LIQUIDATED
DAMAGES") or issue additional shares of Common Stock, as applicable, with
respect to the Transfer Restricted Securities from and including the day
following the Registration Default to but excluding the earlier of (1) the day
on which the Registration Default has been cured and (2) the date the Shelf
Registration Statement is no longer required to be kept effective as set out
below:

                                    (A)      in respect of the Debentures, the
                           Company agrees to pay interest to each holder of
                           Debentures accruing at a rate of (x) with respect to
                           the first 90-day period during which a Registration
                           Default shall have occurred and be continuing, equal
                           to 0.25% per annum of the aggregate issue price of
                           the Debentures, and (y) with respect to the period
                           commencing on the 91st day following the day the
                           Registration Default shall have occurred and be
                           continuing, equal to 0.50% per annum of the aggregate
                           issue price of the Debentures; provided that in no
                           event shall Liquidated Damages accrue at a rate per
                           year exceeding 0.50% of the aggregate issue price of
                           the Debentures;

                                    (B)      in respect of Debentures submitted
                           for conversion into Common Stock during a
                           Registration Default, the Company agrees to pay
                           accrued and unpaid Liquidated Damages calculated in
                           accordance with paragraph (A) up to and including the
                           Settlement Date (as defined in the Indenture) and to
                           issue additional shares to each Holder that has
                           submitted for conversion some or all of its
                           Debentures into Common Stock equal to 3% of the
                           Applicable Conversion Rate (as defined in the
                           Indenture) for each $1,000 principal amount of
                           Debentures (except to the extent the Company elects
                           to deliver cash upon conversion in accordance with
                           the terms of the Indenture); and

                                    (C)      in respect of Common Stock, each
                           Holder of such Common Stock will not be entitled to
                           any Liquidated Damages.

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                  (b)      All accrued Liquidated Damages shall be paid in
         arrears to Record Holders by the Company on each Liquidated Damages
         Payment Date. Upon the cure of all Registration Defaults relating to
         any particular Debenture or share of Common Stock, the accrual of
         Liquidated Damages with respect to such Debenture or share of Common
         Stock will cease.

         All obligations of the Company set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such Transfer Restricted Security
shall have been satisfied in full.

         The Liquidated Damages set forth above shall be the exclusive monetary
remedy available to the Holders of Transfer Restricted Securities for each
Registration Default.

         4.       Registration Procedures.

                  (a)      In connection with the Shelf Registration Statement,
         the Company shall comply with all the provisions of Section 4(b) hereof
         and shall use commercially reasonable efforts to effect such
         registration to permit the sale of the Transfer Restricted Securities,
         and pursuant thereto, shall as expeditiously as possible prepare and
         file with the Commission a Shelf Registration Statement relating to the
         registration on any appropriate form under the Securities Act.

                  (b)      In connection with the Shelf Registration Statement
         and any Prospectus required by this Agreement to permit the sale or
         resale of Transfer Restricted Securities, the Company shall:

                           (i)      Subject to any notice by the Company in
                  accordance with this Section 4(b) of the existence of any fact
                  or event of the kind described in Section 4(b)(iii)(D), use
                  commercially reasonable efforts to keep the Shelf Registration
                  Statement continuously effective during the Effectiveness
                  Period; upon the occurrence of any event that would cause the
                  Shelf Registration Statement or the Prospectus contained
                  therein (A) to contain a material misstatement or omission or
                  (B) not to be effective and usable for resale of Transfer
                  Restricted Securities during the Effectiveness Period, the
                  Company shall file promptly an appropriate amendment to the
                  Shelf Registration Statement, a supplement to the Prospectus
                  or a report filed with the Commission pursuant to Section
                  13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of
                  clause (A), correcting any such misstatement or omission, and,
                  in the case of either clause (A) or (B), use commercially
                  reasonable efforts to cause such amendment to be declared
                  effective and the Shelf Registration Statement and the

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                  related Prospectus to become usable for their intended
                  purposes as soon as practicable thereafter. Notwithstanding
                  the foregoing, the Company may suspend the effectiveness of
                  the Shelf Registration Statement by written notice to the
                  Holders for a period not to exceed an aggregate of 45 days in
                  any 90-day period (each such period, a "SUSPENSION PERIOD")
                  upon:

                                    (x)      the occurrence or existence of any
                  fact or the happening of any event as a result of which the
                  Shelf Registration Statement, the Prospectus, any amendment or
                  supplement thereto, or any document incorporated by reference
                  therein would, in the Company's judgment, contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading; and

                                    (y)      the occurrence or existence of any
                  corporate development that, in the Company's judgment, makes
                  it appropriate to suspend the effectiveness of the Shelf
                  Registration Statement;

         provided that the Company will use its reasonable best efforts to
         ensure that the use of the Prospectus may be resumed (A) in the case of
         clause (x) above, as soon as, in the sole judgment of the Company,
         public disclosure of such fact or event would not be prejudicial to or
         contrary to the interests of the Company or, if necessary to avoid
         unreasonable burden or expense, as soon as practicable thereafter and
         (B) in the case of clause (y) above, as soon as, in the discretion of
         the Company, such suspension is no longer appropriate; provided,
         however, that Suspension Periods shall not exceed an aggregate of 120
         days in any 360-day period. The Company shall not be required to
         specify in the written notice to the Holders the nature of the event
         giving rise to the Suspension Period.

                           (ii)     Prepare and file with the Commission such
                  amendments and post-effective amendments to the Shelf
                  Registration Statement as may be necessary to keep the Shelf
                  Registration Statement effective during the Effectiveness
                  Period; cause the Prospectus to be supplemented by any
                  required Prospectus supplement, and as so supplemented to be
                  filed pursuant to Rule 424 under the Securities Act, and to
                  comply fully with the applicable provisions of Rules 424 and
                  430A under the Securities Act in a timely manner; and comply
                  with the provisions of the Securities Act with respect to the
                  disposition of all Debentures covered by the Shelf
                  Registration Statement during the applicable period in
                  accordance with the intended method or methods of distribution
                  by the sellers thereof set forth in the Shelf Registration
                  Statement or supplement to the Prospectus.

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                           (iii)    Advise the selling Holders promptly and, if
                  requested by such selling Holders, to confirm such advice in
                  writing, except as provided in clause (D) below:

                                    (A)      when the Prospectus or any
                           Prospectus supplement or post-effective amendment has
                           been filed, and, with respect to the Shelf
                           Registration Statement or any post-effective
                           amendment thereto, when the same has become
                           effective,

                                    (B)      of any request by the Commission
                           for amendments to the Shelf Registration Statement or
                           amendments or supplements to the Prospectus or for
                           additional information relating thereto,

                                    (C)      of the issuance by the Commission
                           of any stop order suspending the effectiveness of the
                           Shelf Registration Statement under the Securities Act
                           or of the suspension by any state securities
                           commission of the qualification of the Transfer
                           Restricted Securities for offering or sale in any
                           jurisdiction, or the initiation of any proceeding for
                           any of the preceding purposes, or

                                    (D)      of the existence of any fact or the
                           happening of any event, during the Effectiveness
                           Period, that makes any statement of a material fact
                           made in the Shelf Registration Statement, the
                           Prospectus, any amendment or supplement thereto, or
                           any document incorporated by reference therein
                           untrue, or that requires the making of any additions
                           to or changes in the Shelf Registration Statement or
                           the Prospectus in order to make the statements
                           therein not misleading.

         If at any time the Commission shall issue any stop order suspending the
         effectiveness of the Shelf Registration Statement, or any state
         securities commission or other regulatory authority shall issue an
         order suspending the qualification or exemption from qualification of
         the Transfer Restricted Securities under state securities or Blue Sky
         laws, the Company shall use its reasonable best efforts to obtain the
         withdrawal or lifting of such order at the earliest possible time and
         will provide to each Holder who is named in the Shelf Registration
         Statement prompt notice of the withdrawal of any such order.

                           (iv)     Make available at reasonable times for
                  inspection by one or more representatives of the selling
                  Holders, designated in writing by a Majority of Holders whose
                  Transfer Restricted Securities are included in the Shelf
                  Registration Statement, and any

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                                                                              12

                  attorney or accountant retained by such selling Holders, all
                  financial and other records, pertinent corporate documents and
                  properties of the Company as shall be reasonably necessary to
                  enable them to conduct a reasonable investigation within the
                  meaning of Section 11 of the Securities Act, and cause the
                  Company's officers, directors, managers and employees to
                  supply all information reasonably requested by any such
                  representative or representatives of the selling Holders,
                  attorney or accountant in connection therewith; provided,
                  however, that the Company shall have no obligation to deliver
                  information to any selling Holder or representative pursuant
                  to this Section 4(b)(iv) unless such selling Holder or
                  representative shall have executed and delivered a
                  confidentiality agreement in a form acceptable to the Company
                  relating to such information.

                           (v)      If requested by any selling Holders,
                  promptly incorporate in the Shelf Registration Statement or
                  Prospectus, pursuant to a supplement or post-effective
                  amendment if necessary, such information as such selling
                  Holders may reasonably request to have included therein,
                  including, without limitation, information relating to the
                  "PLAN OF DISTRIBUTION" of the Transfer Restricted Securities.

                           (vi)     Furnish to each selling Holder upon their
                  request, without charge, at least one copy of the Shelf
                  Registration Statement, as first filed with the Commission,
                  and of each amendment thereto (and any documents incorporated
                  by reference therein or exhibits thereto (or exhibits
                  incorporated in such exhibits by reference) as such Person may
                  request).

                           (vii)    Deliver to each selling Holder, without
                  charge, as many copies of the Prospectus (including each
                  preliminary Prospectus) and any amendment or supplement
                  thereto as such Persons reasonably may request; subject to any
                  notice by the Company in accordance with this Section 4(b) of
                  the existence of any fact or event of the kind described in
                  Section 4(b)(iii)(D), the Company hereby consents to the use
                  of the Prospectus and any amendment or supplement thereto by
                  each of the selling Holders in connection with the offering
                  and the sale of the Transfer Restricted Securities covered by
                  the Prospectus or any amendment or supplement thereto.

                           (viii)   Before any public offering of Transfer
                  Restricted Securities, cooperate with the selling Holders and
                  their counsel in connection with the registration and
                  qualification of the Transfer Restricted Securities under the
                  securities or Blue Sky laws of such

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                                                                              13

                  jurisdictions in the United States as the selling Holders may
                  reasonably request and do any and all other acts or things
                  necessary or advisable to enable the disposition in such
                  jurisdictions of the Transfer Restricted Securities covered by
                  the Shelf Registration Statement; provided, however, that the
                  Company shall not be required (A) to register or qualify as a
                  foreign corporation or a dealer of securities where it is not
                  now so qualified or to take any action that would subject it
                  to the service of process in any jurisdiction where it is not
                  now so subject or (B) to subject itself to general or
                  unlimited service of process or to taxation in any such
                  jurisdiction if they are not now so subject.

                           (ix)     Cooperate with the selling Holders to
                  facilitate the timely preparation and delivery of certificates
                  representing Transfer Restricted Securities to be sold and not
                  bearing any restrictive legends (unless required by applicable
                  securities laws); and enable such Transfer Restricted
                  Securities to be in such denominations and registered in such
                  names as the Holders may request at least two Business Days
                  before any sale of Transfer Restricted Securities.

                           (x)      Use its reasonable best efforts to cause the
                  Transfer Restricted Securities covered by the Shelf
                  Registration Statement to be registered with or approved by
                  such other U.S. governmental agencies or authorities as may be
                  necessary to enable the seller or sellers thereof to
                  consummate the disposition of such Transfer Restricted
                  Securities.

                           (xi)     Subject to Section 4(b)(i) hereof, if any
                  fact or event contemplated by Section 4(b)(iii)(D) hereof
                  shall exist or have occurred, use its reasonable best efforts
                  to prepare a supplement or post-effective amendment to the
                  Shelf Registration Statement or related Prospectus or any
                  document incorporated therein by reference or file any other
                  required document so that, as thereafter delivered to the
                  purchasers of Transfer Restricted Securities, the Prospectus
                  will not contain an untrue statement of a material fact or
                  omit to state any material fact required to be stated therein
                  or necessary to make the statements therein, in light of the
                  circumstances in which they are made, not misleading.

                           (xii)    Provide CUSIP numbers for all Transfer
                  Restricted Securities not later than the effective date of the
                  Shelf Registration Statement and provide the Trustee under the
                  Indenture with certificates for the Debentures that are in a
                  form eligible for deposit with The Depository Trust Company.

<PAGE>

                                                                              14

                           (xiii)   Cooperate and assist in any filings required
                  to be made with the NASD and in the performance of any due
                  diligence investigation by any underwriter that is required to
                  be retained in accordance with the rules and regulations of
                  the NASD.

                           (xiv)    Otherwise use its best efforts to comply
                  with all applicable rules and regulations of the Commission
                  and all reporting requirements under the rules and regulations
                  of the Exchange Act.

                           (xv)     Cause the Indenture to be qualified under
                  the TIA not later than the effective date of the Shelf
                  Registration Statement required by this Agreement, and, in
                  connection therewith, cooperate with the Trustee and the
                  holders of Debentures to effect such changes to the Indenture
                  as may be required for such Indenture to be so qualified in
                  accordance with the terms of the TIA; and execute and use its
                  reasonable best efforts to cause the Trustee thereunder to
                  execute all documents that may be required to effect such
                  changes and all other forms and documents required to be filed
                  with the Commission to enable such Indenture to be so
                  qualified in a timely manner.

                           (xvi)    Cause all Common Stock covered by the Shelf
                  Registration Statement to be listed or quoted, as the case may
                  be, on each securities exchange or automated quotation system
                  on which Common Stock is then listed or quoted.

                           (xvii)   Provide to each Holder upon written request
                  each document filed with the Commission pursuant to the
                  requirements of Section 13 and Section 15 of the Exchange Act
                  after the effective date of the Shelf Registration Statement,
                  unless such document is available through the Commission's
                  EDGAR system.

                  (c)      Each Holder agrees by acquisition of a Transfer
         Restricted Security that, upon receipt of any notice (a "SUSPENSION
         NOTICE") from the Company of the existence of any fact of the kind
         described in Section 4(b)(iii)(D) hereof, such Holder will forthwith
         discontinue disposition of Transfer Restricted Securities pursuant to
         the Shelf Registration Statement until:

                           (i)      such Holder has received copies of the
                  supplemented or amended Prospectus contemplated by Section
                  4(b)(xi) hereof; or

                           (ii)     such Holder is advised in writing by the
                  Company that the use of the Prospectus may be resumed, and has
                  received copies of any additional or supplemental filings that
                  are incorporated by reference in the Prospectus.

<PAGE>

                                                                              15

If so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.

                  (d)      Each Holder agrees by acquisition of a Transfer
         Restricted Security, that no Holder shall be entitled to sell any of
         such Transfer Restricted Securities pursuant to a Registration
         Statement; or to receive a Prospectus relating thereto, unless such
         Holder has furnished the Company with a Notice and Questionnaire as
         required pursuant to Section 2(e) hereof (including the information
         required to be included in such Notice and Questionnaire) and the
         information set forth in the next sentence. Each Notice Holder agrees
         promptly to furnish to the Company all information required to be
         disclosed in order to make the information previously furnished to the
         Company by such Notice Holder not misleading and any other information
         regarding such Notice Holder and the distribution of such Transfer
         Restricted Securities as the Company may from time to time reasonably
         request in writing. Any sale of any Transfer Restricted Securities by
         any Holder shall constitute a representation and warranty by such
         Holder that the information relating to such Holder and its plan of
         distribution is as set forth in the Prospectus delivered by such Holder
         in connection with such disposition, that such Prospectus does not as
         of the time of such sale contain any untrue statement of a material
         fact relating to or provided by such Holder to its plan of distribution
         and that such Prospectus does not as of the time of such sale omit to
         state any material fact relating to or provided by such Holder or its
         plan of distribution necessary to make the statements in such
         Prospectus, in the light of the circumstances under which they were
         made not misleading.

         5.       Registration Expenses.

         All expenses incident to the Company's performance of or compliance
with this Agreement shall be borne by the Company regardless of whether a Shelf
Registration Statement becomes effective, including, without limitation:

                           (i)      all registration and filing fees and
                  expenses (including filings made with the NASD);

                           (ii)     all fees and expenses of compliance with
                  federal securities and state Blue Sky or securities laws;

                           (iii)    all expenses of printing (including printing
                  of Prospectuses and certificates for the Common Stock to be
                  issued upon conversion of the Debentures) and the Company's
                  expenses for messenger and delivery services and telephone;

<PAGE>

                                                                              16

                           (iv)     all fees and disbursements of counsel to the
                  Company;

                           (v)      all application and filing fees in
                  connection with listing (or authorizing for quotation) the
                  Common Stock on a national securities exchange or automated
                  quotation system pursuant to the requirements hereof; and

                           (vi)     all fees and disbursements of independent
                  certified public accountants of the Company.

         The Company shall bear its internal expenses (including, without
limitation, all salaries and expenses of their officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

         6.       Indemnification And Contribution.

                  (a)      The Company agrees to indemnify and hold harmless
         each Holder of Transfer Restricted Securities covered by the Shelf
         Registration Statement (including each Initial Purchaser), and its
         directors, officers, and employees and each person, if any, who
         controls any such Holder within the meaning of the Securities Act or
         the Exchange Act (each, an "INDEMNIFIED Holder"), against any loss,
         claim, damage, liability or expense, joint or several, or any action in
         respect thereof (including, but not limited to, any loss, claim,
         damage, liability or action relating to resales of the Transfer
         Restricted Securities), to which such Indemnified Holder may become
         subject, insofar as any such loss, claim, damage, liability or action
         arises out of, or is based upon:

                           (i)      any untrue statement or alleged untrue
                  statement of a material fact contained in (A) the Shelf
                  Registration Statement as originally filed or in any amendment
                  thereof, in any Prospectus, or in any amendment or supplement
                  thereto or (B) any blue sky application or other document or
                  any amendment or supplement thereto prepared or executed by
                  the Company (or based upon written information furnished by or
                  on behalf of the Company expressly for use in such blue sky
                  application or other document or amendment on supplement)
                  filed in any jurisdiction specifically for the purpose of
                  qualifying any or all of the Transfer Restricted Securities
                  under the securities law of any state or other jurisdiction
                  (such application or document being hereinafter called a "BLUE
                  SKY APPLICATION"); or

                           (ii)     the omission or alleged omission to state
                  therein any material fact required to be stated therein or
                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading,

<PAGE>

                                                                              17

and agrees to reimburse each Indemnified Holder promptly upon demand for any
legal or other expenses reasonably incurred by such Indemnified Holder in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense arises out of, or is based upon, any
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to
the Company by or on behalf of such Holder (or its related Indemnified Holder)
specifically for use therein. The foregoing indemnity agreement is in addition
to any liability which the Company may otherwise have.

                  (b)      Each Holder, severally and not jointly, agrees to
         indemnify and hold harmless the Company, its directors, officers and
         employees and each person, if any, who controls the Company within the
         meaning of the Securities Act or the Exchange Act to the same extent as
         the foregoing indemnity from the Company to each such Holder, but only
         with reference to written information relating to such Holder furnished
         to the Company by or on behalf of such Holder specifically for
         inclusion in the documents referred to in the foregoing indemnity. This
         indemnity agreement set forth in this Section shall be in addition to
         any liabilities which any such Holder may otherwise have. In no event
         shall any Holder, its directors, officers or any person who controls
         such Holder be liable or responsible for any amount in excess of the
         amount by which the total amount received by such Holder with respect
         to its sale of Transfer Restricted Securities pursuant to a Shelf
         Registration Statement exceeds (i) the amount paid by such Holder for
         such Transfer Restricted Securities and (ii) the amount of any damages
         that such Holder, its directors, officers or any person who controls
         such Holder has otherwise been required to pay by reason of such untrue
         or alleged untrue statement or omission or alleged omission.

                           (i)      Promptly after receipt by an indemnified
                  party under this Section 6 of notice of any claim or the
                  commencement of any action, the indemnified party shall, if a
                  claim in respect thereof is to be made against the
                  indemnifying party under this Section 6, notify the
                  indemnifying party in writing of the claim or the commencement
                  of that action; provided, however, that the failure to notify
                  the indemnifying party shall not relieve it from any liability
                  which it may have under this Section 6 except to the extent it
                  has been materially prejudiced by such failure and, provided,
                  further, that the failure to notify the indemnifying party
                  shall not relieve it from any liability which it may have to
                  an indemnified party otherwise than under this Section 6. If
                  any such claim or action shall be brought against an
                  indemnified party, and it shall notify the indemnifying party
                  thereof, the indemnifying party shall be entitled to
                  participate therein and, to the extent that it wishes,

<PAGE>

                                                                              18

                  jointly with any other similarly notified indemnifying party,
                  to assume the defense thereof with counsel satisfactory to the
                  indemnified party. After notice from the indemnifying party to
                  the indemnified party of its election to assume the defense of
                  such claim or action, the indemnifying party shall not be
                  liable to the indemnified party under this Section 6 for any
                  legal or other expenses subsequently incurred by the
                  indemnified party in connection with the defense thereof other
                  than reasonable costs of investigation; provided, however,
                  that the Holders shall have the right to employ a single
                  counsel to represent jointly the Holders and their officers,
                  employees and controlling persons who may be subject to
                  liability arising out of any claim in respect of which
                  indemnity may be sought by the Holders against the Company
                  under this Section 6 if the Holders seeking indemnification
                  shall have been advised by legal counsel that there may be one
                  or more legal defenses available to such Holders and their
                  respective officers, employees and controlling persons that
                  are different from or additional to those available to the
                  Company, and in that event, the fees and expenses of such
                  separate counsel shall be paid by the Company.

                  (c)      The indemnifying party under this Section shall not
         be liable for any settlement of any proceeding effected without its
         written consent, which shall not be withheld unreasonably, but if
         settled with such consent or if there is a final judgment for the
         plaintiff, the indemnifying party agrees to indemnify the indemnified
         party against any loss, claim, damage, liability or expense by reason
         of such settlement or judgment. Notwithstanding the foregoing sentence,
         if at any time an indemnified party shall have requested an
         indemnifying party to reimburse the indemnified party for fees and
         expenses of counsel as contemplated by Section 6(c) hereof, the
         indemnifying party agrees that it shall be liable for any settlement of
         any proceeding effected without its written consent if (i) such
         settlement is entered into more than 30 days after receipt by such
         indemnifying party of the aforesaid request and (ii) such indemnifying
         party shall not have (A) reimbursed the indemnified party in accordance
         with such request prior to the date of such settlement; or (B)
         delivered notice to the indemnified party of its good faith objection
         to such claim of indemnification within than 30 days after receipt by
         such indemnifying party of the aforesaid request. No indemnifying party
         shall, without the prior written consent of the indemnified party
         (which consent shall not be unreasonably withheld), effect any
         settlement, compromise or consent to the entry of judgment in any
         pending or threatened action, suit or proceeding in respect of which
         any indemnified party is or could have been a party and indemnity was
         or could have been sought hereunder by such indemnified party, unless
         such settlement, compromise or consent (x) includes an unconditional
         release of such indemnified party from all

<PAGE>

                                                                              19

         liability on claims that are the subject matter of such action, suit or
         proceeding and (y) does not include a statement as to or an admission
         of fault, culpability or a failure to act by or on behalf of any
         indemnified party.

                  (d)      If the indemnification provided for in this Section 6
         shall for any reason be unavailable or insufficient to hold harmless an
         indemnified party under Section 6(a) or 6(b) in respect of any loss,
         claim, damage or liability (or action in respect thereof) referred to
         therein, each indemnifying party shall, in lieu of indemnifying such
         indemnified party, contribute to the amount paid or payable by such
         indemnified party as a result of such loss, claim, damage or liability
         (or action in respect thereof):

                           (i)      in such proportion as is appropriate to
                  reflect the relative benefits received by the Company from the
                  offering and sale of the Transfer Restricted Securities on the
                  one hand and a Holder with respect to the sale by such Holder
                  of the Transfer Restricted Securities on the other, or

                           (ii)     if the allocation provided by Section
                  (6)(d)(i) is not permitted by applicable law, in such
                  proportion as is appropriate to reflect not only the relative
                  benefits referred to in Section 6(d)(i) but also the relative
                  fault of the Company on the one hand and the Holders on the
                  other in connection with the statements or omissions or
                  alleged statements or alleged omissions that resulted in such
                  loss, claim, damage or liability (or action in respect
                  thereof), as well as any other relevant equitable
                  considerations.

The relative benefits received by the Company on the one hand and a Holder on
the other with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the
Debentures purchased under the Purchase Agreement (before deducting expenses)
received by the Company, on the one hand, bear to the total proceeds received by
such Holder with respect to its sale of Transfer Restricted Securities on the
other. The relative fault of the parties shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Holders on the other, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph
(d).

         The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this

<PAGE>

                                                                              20

Section 6 shall be deemed to include, for purposes of this Section
6, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim.

         Notwithstanding the provisions of this Section 6, no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Transfer Restricted Securities purchased by it were resold
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute as provided in this
Section 6(d) are several and not joint.

                  (e)      The provisions of this Section 6 shall remain in full
         force and effect, regardless of any investigation made by or on behalf
         of any Holder or the Company or any of the officers, directors or
         controlling persons referred to in Section 6 hereof, and will survive
         the sale by a Holder of Transfer Restricted Securities.

         7.       Rule 144A and Rule 144. The Company agrees with each Holder,
for so long as any Transfer Restricted Securities remain outstanding and during
any period in which the Company (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13
or 15 (d) of the Exchange Act, to make all filings required thereby in a timely
manner in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144.

         8.       No Participation In Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder.

         9.       Miscellaneous.

                  (a)      Remedies. The Company acknowledges and agrees that
         any failure by the Company to comply with its obligations under Section
         2 hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely, and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Section 2 hereof.
         The Company further agrees to waive

<PAGE>

                                                                              21

         the defense in any action for specific performance that a remedy at law
         would be adequate.

                  (b)      Actions Affecting Transfer Restricted Securities. The
         Company shall not, directly or indirectly, take any action with respect
         to the Transfer Restricted Securities as a class that would adversely
         affect the ability of the Holders of Transfer Restricted Securities to
         include such Transfer Restricted Securities in a registration
         undertaken pursuant to this Agreement.

                  (c)      No Inconsistent Agreements. The Company has not, as
         of the date hereof, entered into, nor shall it, on or after the date
         hereof, enter into, any agreement with respect to its securities that
         is inconsistent with the rights granted to the Holders in this
         Agreement or otherwise conflicts with the provisions hereof. In
         addition, the Company shall not on or after the date hereof grant to
         any of its securityholders (other than the Holders of Transfer
         Restricted Securities in such capacity) the right to include any of its
         securities in the Shelf Registration Statement provided for in this
         Agreement other than the Transfer Restricted Securities.

                  (d)      Amendments and Waivers. This Agreement may not be
         amended, modified or supplemented, and waivers or consents to or
         departures from the provisions hereof may not be given, unless the
         Company has obtained the written consent of a Majority of Holders;
         provided, however, that with respect to any matter that directly or
         indirectly adversely affects the rights of any Initial Purchaser
         hereunder, the Company shall obtain the written consent of each such
         Initial Purchaser against which such amendment, qualification,
         supplement, waiver or consent is to be effective. Notwithstanding the
         foregoing (except the foregoing proviso), a waiver or consent to depart
         from the provisions hereof, with respect to a matter, which relates
         exclusively to the rights of Holders whose securities are being sold
         pursuant to a Shelf Registration Statement and does not directly or
         indirectly adversely affect the rights of other Holders, may be given
         by the Majority Holders, determined on the basis of Debentures being
         sold rather than registered under such Shelf Registration Statement.

                  (e)      Notices. All notices and other communications
         provided for or permitted hereunder shall be made in writing by hand
         delivery, first class mail (registered or certified, return receipt
         requested), telex, facsimile transmission, or air courier guaranteeing
         overnight delivery:

                           (i)      if to a Holder, at the address set forth on
                  the records of the registrar under the Indenture or the
                  transfer agent of the Common Stock, as the case may be; and

<PAGE>

                                                                              22

                           (ii)     if to the Company, initially at its address
                  set forth in the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

         Any party hereto may change the address for receipt of communications
by giving written notice to the others.

                  (f)      Successors and Assigns. This Agreement shall inure to
         the benefit of and be binding upon the successors and assigns of each
         of the parties, including without limitation and without the need for
         an express assignment, subsequent Holders of Transfer Restricted
         Securities. The Company hereby agrees to extend the benefit of this
         Agreement to any Holder and any such Holder may specifically enforce
         the provisions of this Agreement as if an original party hereto.

                  (g)      Counterparts. This Agreement may be executed in any
         number of counterparts and by the parties hereto in separate
         counterparts, each of which when so executed shall be deemed to be an
         original and all of which taken together shall constitute one and the
         same agreement.

                  (h)      Debentures Held by the Company or Their Affiliates.
         Whenever the consent or approval of Holders of a specified percentage
         of Transfer Restricted Securities is required hereunder, Transfer
         Restricted Securities held by the Company or its Affiliates (other than
         subsequent Holders if such subsequent Holders are deemed to be
         Affiliates solely by reason of their holding of such Debentures) shall
         not be counted in determining whether such consent or approval was
         given by the Holders of such required percentage.

                  (i)      Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (j)      Governing Law. This Agreement shall be governed by
         and construed in accordance with the law of the State of New York.

                  (k)      Severability. If any one or more of the provisions
         contained herein, or the application thereof in any circumstance, is
         held invalid, illegal or unenforceable, the validity, legality and
         enforceability of any such provision in every other respect and of the
         remaining provisions contained herein shall not be affected or impaired
         thereby, it being

<PAGE>

                                                                              23

         intended that all of the rights and privileges of the parties shall be
         enforceable to the fullest extent permitted by law.

                  (l)      Entire Agreement. This Agreement is intended by the
         parties as a final expression of their agreement and intended to be a
         complete and exclusive statement of the agreement and understanding of
         the parties hereto in respect of the subject matter contained herein.
         There are no restrictions, promises, warranties or undertakings, other
         than those set forth or referred to herein with respect to the
         registration rights granted by the Company with respect to the Transfer
         Restricted Securities. This Agreement supersedes all prior agreements
         and understandings between the parties with respect to such subject
         matter.

<PAGE>

                                                                              24

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            QUANTA SERVICES, INC.

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

                                            BANC OF AMERICA SECURITIES LLC
                                            J.P. MORGAN SECURITIES, INC.
                                            Acting severally on behalf of
                                            themselves and the several Initial
                                            Purchasers

                                            By BANC OF AMERICA SECURITIES LLC

                                            By /s/ DEREK DILLON
                                               ---------------------------------
                                               Authorized Representative
                                               Derek Dillon, Managing Director

                                            By J.P. MORGAN SECURITIES INC.

                                            By  /s/ JEFF ZAJKOWSKI
                                               ---------------------------------
                                               Authorized Representative
                                               Jeff Zajkowski, Managing Director