<PAGE>

                                                                    EXHIBIT 99.3

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
effective as of June 26, 2002, is among ENCOMPASS SERVICES CORPORATION, a Texas
corporation (formerly Group Maintenance America Corp., the "Company"), the
Subsidiaries of the Company listed on the signature pages hereto as Guarantors
(together with each other Person who subsequently becomes a Guarantor,
collectively, the "Guarantors"), the banks and other financial institutions
listed on the signature pages hereto under the caption "Banks" (together with
each other Person who becomes a Bank, collectively, the "Banks"), JPMORGAN CHASE
BANK (formerly the Chase Manhattan Bank), individually as a Bank and as
Syndication Agent (the "Syndication Agent"), WACHOVIA BANK NATIONAL ASSOCIATION
(formerly First Union National Bank), individually as a Bank and as
Documentation Agent (the "Documentation Agent"), and BANK OF AMERICA, N.A.,
individually as a Bank ("Bank of America") and as Administrative Agent for the
other Banks (in such capacity, together with any other Person who becomes the
administrative agent, the "Administrative Agent").

         A.     The Company, the Banks, the Syndication Agent, the Documentation
Agent and the Administrative Agent have entered into that certain Credit
Agreement dated as of February 22, 2000 (as amended, restated, supplemented or
modified from time to time, the "Credit Agreement").

         B.     The Company has requested that the Credit Agreement be amended
in certain respects, and the Banks party hereto are willing to comply with such
request subject to the terms and provisions of this Amendment.

         NOW, THEREFORE, BE IT RESOLVED, THAT, in consideration of the premises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE 1

                                   Definitions

         Section 1.1      Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Credit Agreement, as amended hereby.

                                    ARTICLE 2

                                   Amendments

         Section 2.1      Addition of Definitions to Section 1.01. The following
definitions are hereby inserted in alphabetical order to Section 1.01 of the
Credit Agreement to read in their entirety as follows:

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 1

<PAGE>


                  "Additional Reserves" means certain reserves or write-offs
         that the Company and its Subsidiaries, on a consolidated basis, would
         be required to establish for certain additional outstanding receivables
         or claims originated prior to December 31, 2001, so long as such
         reserves or write-offs are established after the Fifth Amendment
         Effective Date.

                  "Amended and Restated Security Agreement" means that certain
         Amended and Restated Security Agreement covering all of the Collateral
         of the Company and each of its Domestic Subsidiaries, executed by the
         Company, the Domestic Subsidiaries and the Administrative Agent for the
         benefit of itself and the Banks dated as of June 26, 2002.

                  "Consolidating" means provided by reportable business segment
         applied consistently with Securities and Exchange Commission
         regulations for public companies.

                  "Equity Investment" means the Company's sale of $35,000,000 of
         Common Stock to the Apollo Group in (a) a common stock rights offering
         or (b) another form of investment.

                  "Equity Investment Surplus" means the Company's sale of Common
         Stock, concurrent with, but other than the Equity Investment, in (a) a
         common stock rights offering or (b) another form of investment.

                  "Equity Investment Transaction" means the following:

                  (a)      the Equity Investment shall have occurred;

                  (b)      all gross proceeds from the Equity Investment
          of $35,000,000 less the Permitted Expenses shall have been applied to
          the Loans as set forth in Section 2.07(b)(v), and shall not be less
          than $31,000,000; and

                  (c)      the Company shall have paid substantially all the
          fees and expenses related to the Equity Investment and the Equity
          Investment Surplus that are required to be paid by the Company.

                  "Excess Cash Flow" means with respect to any twelve month
         period ending March 31 (which shall be calculated commencing March 31,
         2003), for the Company and its Subsidiaries on a consolidated basis, an
         amount equal to EBITDA minus the sum of (a) consolidated Capital
         Expenditures, (b) consolidated interest expense, (c) federal, state and
         other income taxes actually paid by the Company and its Subsidiaries on
         a consolidated basis, (d) scheduled consolidated Funded Debt payments,
         (e) voluntary prepayments of any Indebtedness other than Indebtedness
         arising under this Agreement, so long as (i) such prepayments are
         otherwise permitted under this Agreement and (ii) such Indebtedness is
         permanently reduced by the amount of such prepayment, and (f) plus
         decreases in Working Capital or minus increases in Working Capital (in
         each case not taking into account changes in Working Capital resulting
         from sales or acquisitions of businesses).

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 2

<PAGE>

                  "Excess Permitted Expenses" means any of the Company's costs
         and expenses related to the Fifth Amendment, the Equity Investment or
         Equity Investment Surplus exceeding the amount of Permitted Expenses.

                  "Fifth Amendment" means the Fifth Amendment to this Agreement
         dated as of the Fifth Amendment Effective Date.

                  "Fifth Amendment Effective Date" means June 26, 2002.

                  "Junior Securities" means (a) equity securities, or (b) debt
         securities evidencing Indebtedness not to exceed $25,000,000 in the
         aggregate outstanding at any one time, or any securities that have a
         cash return on investment capital in the form of cash interest payments
         or dividends; provided that such Junior Securities:

                  (i)     are subordinate to the Obligations containing
                  subordination terms which are substantially similar to the
                  BOSC Senior Subordinated Notes Indenture or are more favorable
                  to senior creditors (as determined by the Administrative
                  Agent, or if such Junior Securities shall be held by the
                  Administrative Agent, then as determined by the Majority
                  Banks) or that are otherwise consented to by the Majority
                  Banks;

                  (ii)    are unsecured;

                  (iii)   do not increase in the aggregate the Company's cash
                  interest and cash dividend payments on an annual basis;

                  (iv)    shall not require any payments or prepayments of
                  principal or sinking fund amounts to be made in respect of
                  such Indebtedness prior to the one hundred and eightieth
                  (180th) day after the Tranche C Term Loan Maturity Date;

                  (v)     shall not contain any terms as to which compliance
                  would cause an Event of Default to occur based upon the
                  Company's financial projections at the time of the proposed
                  exchange;

                  (vi)    are issued by the Company;

                  (vii)   contain no covenants or contain covenants that are no
                  more restrictive or materially more burdensome to the Company
                  and/or its Subsidiaries than (A) those contained in the
                  documents related to the Indebtedness being exchanged, and (B)
                  those contained in this Agreement (as determined by the
                  Administrative Agent, or if such Junior Securities shall be
                  held by the Administrative Agent, then as determined by the
                  Majority Banks) or are otherwise consented to by the Majority
                  Banks; and

                  (viii)  contain no restrictions or limitations on Liens in
                  favor of the Administrative Agent or any Bank.

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 3

<PAGE>

                  "Permitted Expenses" means up to $4,000,000 of the Company's
         costs and expenses related to the Equity Investment, Equity Investment
         Surplus or the Fifth Amendment that may be deducted from the Equity
         Investment's gross proceeds of $35,000,000, so that the net amount
         applied to the Loans shall not be less than $31,000,000.

                  "Telecom Receivables Income" shall have the meaning set forth
         in the definition of "EBITDA."

                  "Working Capital" means consolidated current assets minus
         consolidated current liabilities (excluding cash, cash equivalents and
         any Indebtedness that is classified as "current" in accordance with
         GAAP), in each case as determined in accordance with GAAP.

         Section 2.2    Amendment to Definitions in Section 1.01. The following
definitions appearing in Section 1.01 of the Credit Agreement are hereby amended
and restated to read in their entirety as follows:

                  "Asset Disposition" means, with respect to any Person, the
disposition of any asset of such Person (including, without limitation, any sale
and leaseback transactions, which sale and leaseback transactions shall not
exceed $10,000,000 in the aggregate during any fiscal year and the sale of any
Capital Stock of any Subsidiary of such Person) other than (a) sales of
Inventory in the ordinary course of business; (b) dispositions of equipment no
longer used in such Person's business; (c) issuance of such Person's capital
stock; (d) disposition to a Wholly-Owned Subsidiary of the Company that is a
Guarantor or to the Company; (e) sales of items in one transaction or a series
of related transactions which generate aggregate proceeds of $100,000 or less;
(f) insurance recoveries with respect to casualty losses; (g) sales of
Janitorial Equipment provided that (i) Net Proceeds of such sales are reinvested
in Janitorial Equipment within one hundred eighty (180) days of the date of such
disposition; (ii) such sales are in the ordinary course of business and do not
constitute a sale of all or a substantial portion of the Janitorial Equipment of
the Company or any Subsidiary, and (iii) such sales do not exceed $3,000,000 in
the aggregate in any single year or (h) dispositions of other equipment to be
replaced (and such equipment is so replaced) with other equipment within one
hundred eighty (180) days of the disposition thereof.

                  "Collateral" means (i) all personal property (except 34% of
the capital stock of first-tier Foreign Subsidiaries and 100% of all capital
stock of Foreign Subsidiaries that are not first-tier Foreign Subsidiaries),
including all accounts, chattel paper, documents, equipment, general
intangibles, goods, financial assets, letter of credit rights, commercial tort
claims (to the extent in existence), investment property, instruments,
inventory, pledged securities, intellectual property, deposit accounts
(including all funds, certificates, checks, drafts, wire transfer receipts, and
other earnings, profits, or other proceeds from time to time representing,
evidencing, deposited into, or held in deposit accounts), stock rights, and
motor vehicles, (ii) all of the capital stock of the Company's Domestic
Subsidiaries, (iii) 66% of the capital stock of the Company's first-tier Foreign
Subsidiaries, and (iv) other personal property (except 34% of the capital stock
of first-tier Foreign Subsidiaries and 100% of all capital stock of Foreign
Subsidiaries that are not first-tier Foreign Subsidiaries), wherever located, in
which the Company and its Domestic

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 4

<PAGE>

Subsidiaries now has or hereafter acquires any right or interest, and the
proceeds, insurance proceeds and products thereof, together with all books and
records, customer lists, credit files, computer files, programs, printouts and
other computer materials and records related thereto, all as more fully
described in, and subject to any exceptions set forth in the Security Documents.

         "EBITDA" means, for any period, and determined in accordance with GAAP
(to the extent applicable), the sum of:

                  (a)     the consolidated pre-tax income of the Company, plus
          the aggregate amount which was deducted for such period in determining
          such consolidated pre-tax income for: (i) interest expense net of
          interest income; (ii) depreciation expense; (iii) amortization
          expense; (iv) compensation expense relating to the issuance of stock
          and stock options to employees, directors and consultants (to the
          extent same do not constitute a use of cash); (v) Permitted Expenses
          and Excess Permitted Expenses; (vi) any non-cash goodwill impairment
          charges; and

                  (b)     for each acquisition of a Qualified Company acquired
          by the Company during the twelve (12) months preceding the date as of
          which EBITDA is calculated and with respect to the period beginning
          twelve (12) months prior to the calculation of EBITDA through the date
          of said acquisition by the Company, the sum of the consolidated
          pre-tax income of such Qualified Company, plus: (i) the aggregate
          amount which was deducted for such period in determining such
          consolidated pre-tax income for (A) interest expense net of interest
          income, (B) depreciation expense, and (C) amortization expense, and
          (ii) Add-Back Adjustments of such Qualified Company; provided, said
          pre-acquisition EBITDA shall be included in EBITDA only to the extent
          any such amount is not included in subparagraph (a) above.

                  Notwithstanding the foregoing, EBITDA will exclude for the
         corresponding period for which EBITDA is calculated (1) any
         extraordinary losses or gains and (2) any gains or losses from asset
         sales (including, but not limited to, the sale of stock of Subsidiaries
         or other dispositions of Subsidiaries or operations for the trailing
         twelve (12) month period immediately preceding the date of calculation)
         other than sales of inventory in the ordinary course of business and
         (3) any EBITDA (whether positive or negative) from operations of
         businesses that were sold in the twelve (12) month period immediately
         preceding the date EBITDA was calculated.

                  Notwithstanding the foregoing, EBITDA will include for the
         corresponding period for which EBITDA is calculated, EBITDA (whether
         positive or negative) from discontinued operations, which operations
         were discontinued after March 31, 2002 but which have not been sold,
         for the trailing twelve (12) month period immediately preceding the
         date of calculation.

                  Furthermore, notwithstanding the foregoing, EBITDA will be
         increased in the fourth quarter of fiscal year 2001 by $18,000,000 for
         historical receivables write-offs or reserves attributable to emerging
         telecommunications and data company customers. To the extent the
         receivables written-off or reserved above are later collected (and
         EBITDA is increased as a result of reversing such write-offs or
         reserves provided above)

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 5

<PAGE>

          ("Telecom Receivables Income"), the positive effect on EBITDA of such
          amount of cash collected shall be excluded in calculating EBITDA for
          the periods in which such Telecom Receivables Income was recorded.
          However, when calculating EBITDA, the Company shall be permitted to
          re-apply (and thus not exclude the positive effect from EBITDA) up to
          an aggregate amount of $5,000,000 of such Telecom Receivables Income
          against any Additional Reserves.

                  "Margin" means:

                  (a)     with respect to Revolving Loans (including Swingline
          Advances) and to Alternate Base Rate Advances, Eurodollar Rate
          Advances, or Commitment Fees, as applicable, the percentage determined
          in accordance with the following table:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Pricing Level        VII              VI               V               IV              III            II            I
-------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>              <C>              <C>             <C>             <C>            <C>
Funded           Equal to or     Equal to or      Equal to or      Equal to or     Equal to or     Equal to       Less
Debt/Pro         greater than    greater than     greater than     greater than    greater than    or greater     than
Forma            7.00 to         6.00 to 1.00     5.00 to 1.00     4.00 to 1.00    3.50 to 1.00    than 2.75      2.75 to
EBITDA           1.00            and less than    and less than    and less than   and less than   to 1.00        1.00
Ratio                            7.00 to 1.00     6.00 to 1.00     5.00 to 1.00    4.00 to 1.00    and less
                                                                                                   than 3.50
                                                                                                   to 1.00
-------------------------------------------------------------------------------------------------------------------------
Alternate        2.50%           2.25%            2.00%            1.75%           1.00%           .75%           .50%
Base Rate
Margin
-------------------------------------------------------------------------------------------------------------------------
Eurodollar       4.00%           3.75%            3.50%            3.25%           2.50%           2.25%          2.00%
Margin
-------------------------------------------------------------------------------------------------------------------------
Commitment Fee   .625%           .625%            .625%            .625%           .500%           .375%          .375%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                  (b)     with respect to Tranche A Term Loans and Tranche B
          Term Loans and to Alternate Base Rate Advances and Eurodollar Rate
          Advances, as applicable, the percentage determined in accordance with
          the following table:

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 6

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
  Pricing Level         VI              V                IV              III            II             I
---------------------------------------------------------------------------------------------------------------
<S>                <C>             <C>               <C>             <C>            <C>            <C>
Funded Debt/Pro    Equal to or     Equal to or       Equal to or     Equal to or    Equal to or    Less than
Forma EBITDA       greater than    greater than      greater than    greater than   greater than   3.50 to 1.00
Ratio              7.00 to 1.00    6.00 to 1.00      5.00 to 1.00    4.00 to 1.00   3.50 to
                                   and less than     and less than   and less than  1.00 and
                                   7.00 to 1.00      6.00 to 1.00    5.00 to 1.00   less than
                                                                                    4.00 to
                                                                                    1.00
---------------------------------------------------------------------------------------------------------------
Alternate Base     2.75%           2.50%             2.25%           2.00%          1.25%          1.00%
Rate Margin
---------------------------------------------------------------------------------------------------------------
Eurodollar         4.25%           4.00%             3.75%           3.50%          2.75%          2.50%
Margin
---------------------------------------------------------------------------------------------------------------
</TABLE>

                  (c)     with respect to Tranche C Term Loans and to Alternate
          Base Rate Advances for Tranche C Term Loans and Eurodollar Rate
          Advances for Tranche C Term Loans, as applicable, the percentage
          determined in accordance with the following table:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
    Pricing Level                     III                         II                           I
---------------------------------------------------------------------------------------------------------------
<S>                         <C>                         <C>                          <C>
Funded Debt/Pro Forma       Equal to or greater than    Equal to or greater than     Less than 6.00 to 1.00
EBITDA Ratio                7.00 to 1.00                6.00 to 1.00 and less
                                                        than 7.00 to 1.00
---------------------------------------------------------------------------------------------------------------
Alternate Base Rate         2.75%                       2.50%                        2.25%
Margin
---------------------------------------------------------------------------------------------------------------
Eurodollar Margin           4.25%                       4.00%                        3.75%
---------------------------------------------------------------------------------------------------------------
</TABLE>

                  If sufficient information does not exist to calculate the
          applicable Margin, Eurodollar Rate Advances shall not be available to
          the Company and the applicable Margin for Alternate Base Rate Advances
          shall be deemed to be 2.50% for Revolving Loans and 2.75% for Tranche
          A Term Loans, Tranche B Term Loans and Tranche C Term Loans.

                  The pricing, as set forth above, will be at Level VII in the
          case of Revolving Loans, Level VI in the case of Tranche A Term Loans
          and Tranche B Term Loans, and Level III in the case of Tranche C Term
          Loans, from the Fifth Amendment Effective Date until (i) the
          application of the net proceeds of the Equity Investment of at least
          $31,000,000 to the Loans pursuant to Section 2.07(b)(v), and (ii) the
          Company shall have delivered a compliance certificate and unaudited
          financial statements pursuant to Section 6.01 for the fiscal period
          ending June 30, 2002, after which time, pricing will be set as
          described herein.

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 7

<PAGE>

                  "Total Commitment" means the aggregate Commitments of all
          Banks totaling, for all Banks, a maximum of $650,000,000 until the
          Equity Investment Transaction has been consummated and $700,000,000
          thereafter.

                  "Total Revolving Loan Commitment" shall mean (a) until the
          Equity Investment Transaction has been consummated, $250,000,000 and
          (b) after the Equity Investment Transaction has been consummated,
          $300,000,000, representing the sum of the Revolving Loan Commitments
          of each of the Banks, as the same may be terminated or reduced
          pursuant to Section 2.18 and/or 9.02.

          Section 2.3     Deletion of Definitions in Section 1.01. The following
definitions are hereby deleted in their entirety from Section 1.01 of the Credit
Agreement:

                  "Amount Limitation"

                  "Covenant Reduction Date"

                  "Designated"

                  "Designation Notice"

                  "Performance Release Date"

                  "Qualified High Yield Offerings"

          Section 2.4     Amendment to Section 1.03. Section 1.03 of the Credit
Agreement is hereby amended by adding the following sentence at the end of
Section 1.03:

                  Notwithstanding anything to the contrary contained in the
          foregoing, to the extent that all or any portion of the calculation of
          the financial covenants contained in Sections 7.10, 7.11, 7.12, 7.13
          and 7.14 are calculated in accordance with GAAP, such calculation
          shall be in accordance with GAAP in effect as of the Fifth Amendment
          Effective Date.

          Section 2.5     Deletion to Section 2.01(a). Section 2.01(a) of the
Credit Agreement is hereby amended by deleting the last two sentences thereof.

          Section 2.6     Amendment to Section 2.01(a)(i). The second subsection
(i) in Section 2.01(a) of the Credit Agreement is hereby amended by replacing
the reference to "$30,000,000" with "$15,000,000".

          Section 2.7     Amendment to Section 2.07(b). Section 2.07(b) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

         (b)      Mandatory Prepayments.

                  (i)     Revolving Loans. If at any time the Outstanding
          Revolving Credit exceeds the Total Revolving Loan Commitment, the
          Company shall, within one (1)

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 8

<PAGE>

          Business Day after the occurrence thereof, prepay any outstanding
          Swingline Advances (first) and any outstanding Revolving Loans by the
          amount of such excess.

                  (ii)    Prepayments from Asset Dispositions. If the Company or
          any of its Subsidiaries receives Net Proceeds of any Asset
          Disposition, the Company shall make a prepayment in respect of the
          Loans equal to the amount of such Net Proceeds as provided in clause
          (v) below; provided, however, that if no Default or Event of Default
          has occurred and is continuing, the Company shall not be required to
          make such prepayment to the extent that the Net Proceeds from such
          Asset Dispositions during any fiscal year of the Company do not exceed
          $5,000,000 in the aggregate, and provided, further, however, that none
          of the foregoing provisions shall apply to the Net Proceeds of an
          Approved Securitization (which requires the approval of the
          Administrative Agent and the Majority Banks), all the Net Proceeds of
          which shall be applied in accordance with this Section without regard
          to such prior provisions.

                  (iii)   Prepayments from Debt Offerings. In the event that the
          Company or any Subsidiary of the Company issues any debt Securities
          for cash (excluding other Indebtedness permitted by Section 7.03 and
          the issuance of Junior Securities not issued for cash), no later than
          the third Business Day following the date of receipt of the proceeds
          from such issuance, the Company shall make a prepayment in respect of
          the Loans equal to one hundred percent (100%) of the amount of the Net
          Proceeds thereof in prepayment of the Loans as provided in clause (v)
          below.

                  (iv)    Prepayments from Equity Offerings. In the event that
          the Company or any Subsidiary of the Company issues Capital Stock for
          cash (other than pursuant to employee benefit plans sponsored by the
          Company) no later than the third (3rd) Business Day following the date
          of receipt of the Net Proceeds from such issuance, the Company shall
          make a prepayment in respect of the Loans in an amount equal to fifty
          percent (50%) of the amount of such Net Proceeds in prepayment of the
          Loans as provided in clause (v) below; provided, however, that such
          mandatory prepayment shall not be required when the Company's Funded
          Debt to pro forma EBITDA ratio (calculated and determined as provided
          in Section 7.11) is less than or equal to 2.00 to 1.00 at the end of
          the Company's most recently completed fiscal quarter. Notwithstanding
          anything to the contrary contained herein, the Company shall make a
          prepayment in respect of the Loans in an amount equal to (a)
          one-hundred percent (100%) of the net proceeds from the Equity
          Investment (after deduction of the Permitted Expenses), such net
          proceeds not to be less than $31,000,000, and (b) fifty percent (50%)
          of the net proceeds resulting from the Equity Investment Surplus
          (after deduction of the Excess Permitted Expenses), no later than the
          second (2nd) Business Day following the date of receipt thereof, such
          net proceeds to be applied as provided in clause (v) below, unless,
          with respect to the Equity Investment Surplus, such receipt is subject
          to rebate under the terms and conditions of any subscription
          agreements, in which case such net proceeds shall be applied as
          provided in clause (v) below after such rebate period has expired.

                  (v)     Application of Proceeds of Prepayments. Prepayments
          made pursuant to clause (i) above shall be applied to the Revolving
          Loans without any reduction in the Revolving Loan Commitments.
          Prepayments made pursuant to clause (ii) above shall be

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 9

<PAGE>

          applied pro rata to all of the Loans (which, with respect to the Term
          Loans, shall be applied in the inverse order of maturity), with a
          permanent reduction of the Revolving Loan Commitments in the amount of
          the prepayment applied to the Revolving Loans. Prepayments made
          pursuant to clause (iii) and (iv) above, except for the Equity
          Investment and Equity Investment Surplus, shall be applied pro rata to
          all of the Loans (which, with respect to the Term Loans, shall be
          applied in the inverse order of maturity) with a permanent reduction
          of the Revolving Loan Commitments in the amount of the prepayment
          applied to the Revolving Loans. Prepayments made pursuant to the
          Equity Investment (less the Permitted Expenses) shall be applied to
          the Term Loans on a pro rata basis in the inverse order of maturity.
          Prepayments made pursuant to the Equity Investment Surplus (which
          prepayment is understood to be limited to fifty percent (50%) of (A)
          the gross proceeds of the Equity Investment Surplus less (B) the
          Excess Permitted Expenses) shall be applied pro rata to all of the
          Loans (which, with respect to the Term Loans, shall be applied in the
          inverse order of maturity), with a permanent reduction of the
          Revolving Loan Commitments in the amount of the prepayment applied to
          the Revolving Loans. Prepayments made pursuant to clause (vi) shall be
          applied pro rata to all of the Loans (which, with respect to the Term
          Loans, shall be applied in the inverse order of maturity), with a
          permanent reduction of the Revolving Loan Commitments in the amount of
          the prepayment applied to the Revolving Loans. Anything herein to the
          contrary notwithstanding, so long as any Tranche A Term Loan or
          Tranche B Term Loan is outstanding, any holder of a Tranche C Term
          Loan shall have the right to refuse to be prepaid its portion of any
          prepayment pursuant to this Section 2.07(b). In such event, the
          prepayment refused by such holder of a Tranche C Term Loan shall be
          allocated as provided in this clause (v) to Loans other than Tranche C
          Term Loans.

                  (vi)    Prepayments from Excess Cash Flow. Not later than
          July 1 of each year, beginning with year 2003, the Company shall
          prepay an aggregate principal amount equal to fifty percent (50%) of
          Excess Cash Flow less one hundred percent (100%) of any voluntary
          prepayments of the Loans that permanently reduce the Loans during the
          period for which the corresponding Excess Cash Flow was computed, the
          proceeds of which shall be applied to the Loans pursuant to clause (v)
          above. All prepayments made under this clause (vi) shall be
          accompanied by a certificate demonstrating the calculation of Excess
          Cash Flow, which shall be certified by the chief financial officer or
          chief accounting officer or treasurer of the Company.

          Section 2.8     Deletion to Section 3.01(a). Section 3.01(a) of the
Credit Agreement is hereby amended by deleting the last sentence thereof.

          Section 2.9     Amendment to Section 3.01(a)(ii). Section 3.01(a)(ii)
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:

                  (ii)    the expiry date or, in the case of any Letter of
          Credit containing an expiry date that is renewable at the option of
          the Issuing Bank, the initial expiry date of such Letter of Credit is
          a date that is (A) later than one year from the date of issuance or
          (B) later than the Revolving Loan Maturity Date.

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 10

<PAGE>

          Section 2.10    Replacement of Schedule 5.16. Schedule 5.16 attached
to the Credit Agreement is replaced with the Schedule 5.16 attached hereto.

          Section 2.11    Amendment to Section 6.01(a). Section 6.01(a) of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

                  (a)     As soon as available, and in any event within fifty
          (50) days of the end of each fiscal quarter, the consolidated and the
          Consolidating balance sheet of the Company and its Subsidiaries as of
          the end of such period, the related consolidated and Consolidating
          statements of income, and the related consolidated statements of
          stockholders' equity and cash flows for such period and, in each case,
          also for the portion of the fiscal year ended at the end of such
          period, setting forth comparative consolidated figures for the related
          periods in the prior fiscal year, all of which shall be certified by
          the chief financial officer or chief executive officer of the Company
          as fairly presenting, in all material respects, the financial position
          of the Company and its Subsidiaries as of the end of such period and
          the results of their operations for the period then ended in
          accordance with GAAP, subject to changes resulting from normal
          year-end audit adjustments.

          Section 2.12    Amendment to Section 6.01(b). Section 6.01(b) of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

                  (b)     (i)  As soon as available, and in any event within
          ninety-five (95) days after the close of each fiscal year of the
          Company, the audited consolidated and the unaudited Consolidating
          balance sheets of the Company and its Subsidiaries as at the end of
          such fiscal year, the related consolidated and Consolidating
          statements of income, and the related consolidated statements of
          stockholders' equity and cash flows for such fiscal year, setting
          forth comparative consolidated figures for the preceding fiscal year
          and certified by KPMG LLP or other independent certified public
          accountants of recognized national standing acceptable to the
          Administrative Agent, whose report shall be without limitation as to
          the scope of the audit and reasonably satisfactory in substance to the
          Banks; and (ii) a copy of Projections for the Company's fiscal year
          immediately following the Fiscal Year which is the subject of the
          financial statements delivered pursuant to clause (i) preceding.

          Section 2.13    Amendment to Section 6.12. Section 6.12 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                  Section 6.12 Monthly Reporting. As soon as available, and in
          any event within thirty-five (35) days after the end of each month
          (except for the months of March, June and September), the Company
          shall deliver to the Administrative Agent both paper and electronic
          copies of (i) the consolidated balance sheet and related statements of
          income and cash flow for such month, and also for the portion of the
          fiscal year ended at the end of such month, setting forth comparative
          consolidated figures for the related periods in the prior fiscal year
          and also setting forth a comparison with the budgeted figures for the
          relevant time period, all of which shall be certified by the chief
          financial officer or chief accounting officer or treasurer for the
          Company as fairly representing, in all material

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 11

<PAGE>

          respects, the financial position of the Company and its Subsidiaries
          as of the end of such period and the results of their operations for
          the period then ended in accordance with GAAP, subject to changes
          resulting from normal year-end audit adjustments and the absence of
          footnotes and (ii) a consolidated receivables aging summary for the
          Company and its Subsidiaries as of the end of the preceding month.

          Section 2.14    Addition of Section 6.15. Section 6.15 is hereby added
to the Credit Agreement to read in its entirety as follows:

                  Section 6.15  Registration Statement. The Company shall file a
          registration statement on Form S-3 with the Securities and Exchange
          Commission under the Securities Act covering the rights offering
          relating to the Equity Investment within three (3) Business Days of
          the Fifth Amendment Effective Date.

          Section 2.15    Addition of Section 6.16. Section 6.16 is hereby added
to the Credit Agreement to read in its entirety as follows:

                  Section 6.16 Closing of Equity Investment Transaction. The
          Company shall use its best efforts to ensure that the Equity
          Investment Transaction occurs on or before October 15, 2002. If the
          Equity Investment Transaction is consummated after September 30, 2002
          but on or before October 15, 2002, the financial covenants contained
          in Sections 7.10, 7.11 and 7.12, shall be calculated giving pro forma
          effect to the Equity Investment Transaction as if it had been
          consummated on September 30, 2002.

          Section 2.16    Amendment to Section 7.02. Section 7.02(a) of the
Credit Agreement is amended and restated to read in its entirety as follows:

                  (a)     Except as disclosed on Schedule 7.02, the Company will
          not, and will not permit any of its Subsidiaries to, wind up,
          liquidate or dissolve their affairs, or agree to be acquired by any
          third party in any transaction of merger or consolidation in which the
          Company or a Domestic Subsidiary which is a Guarantor is not the sole
          surviving entity, or sell or otherwise dispose of all or any
          substantial part of their property or assets (including the capital
          stock of any Subsidiary) other than: (i) sales of inventory and
          surplus or obsolete assets in the ordinary course of business that do
          not prejudice the Banks in any material way, (ii) dispositions of the
          stock of Subsidiaries to, or mergers with, other Wholly-Owned Domestic
          Subsidiaries of the Company that have complied with Section 6.09 and
          that are Guarantors, (iii) any sale of assets (including the capital
          stock of any Subsidiary) with a value equal to or less than the
          greater of $50,000,000 or five percent (5%) of the Company's
          Consolidated Net Worth (measured as of the most recently ended fiscal
          quarter), provided the proceeds of such sale are applied as required
          by Section 2.07(b)(ii), (iv) securitization of Accounts pursuant to a
          securitization structure and upon terms and conditions approved by the
          Administrative Agent and Majority Banks (an "Approved
          Securitization"), provided that the proceeds of such securitization
          are applied as required by Section 2.07(b)(ii), and (v) liquidation of
          a Wholly-Owned Subsidiary into another Wholly-Owned Subsidiary,
          provided that a Guarantor may only be liquidated into another
          Guarantor or the Company.

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 12

<PAGE>

          Section 2.17    Amendment to Section 7.03(f). Section 7.03(f) of the
Credit Agreement is amended and restated to read in its entirety as follows:

                  (f)     Intercompany Indebtedness of (i) any Domestic
          Subsidiary of the Company which is a Guarantor to the Company or any
          Wholly-Owned Domestic Subsidiary that is a Guarantor or (ii) the
          Company to any Wholly-Owned Domestic Subsidiary of the Company;

          Section 2.18    Amendment to Section 7.03(g). Section 7.03(g) of the
Credit Agreement is amended and restated to read in its entirety as follows:

                  (g)     guarantees by the Company or any of its Subsidiaries
          of Indebtedness of any Subsidiary of the Company that is a Guarantor
          permitted to be incurred, created or existing pursuant to this
          Agreement, provided that such guarantees are not secured by any Liens;

          Section 2.19    Amendment to Section 7.03(k). Section 7.03(k) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  (k)     (i)     following the Fifth Amendment Effective Date,
          other Indebtedness (which shall not include Indebtedness incurred
          pursuant to subsection (ii) of this Section 7.03(k)) meeting the
          following criteria: (A) such Indebtedness is subordinate to the
          Obligations containing subordination terms which are substantially
          similar to the BOSC Senior Subordinated Notes Indenture or are more
          favorable to senior creditors (as determined by the Administrative
          Agent) or that are otherwise consented to by the Majority Banks, (B)
          none of such Indebtedness matures prior to one hundred eighty (180)
          days after the maturity and payment in full of the Tranche C Term
          Loans and termination of the Total Tranche C Term Loan Commitment, (C)
          no payments or prepayments of principal or sinking fund amounts shall
          be made in respect of such indebtedness prior to one hundred eighty
          (180) days after payment in full of the Tranche C Term Loans and
          termination of the Total Tranche C Term Loan Commitment, (D) such
          Indebtedness shall contain covenants that are no more restrictive or
          materially more burdensome to the Company and/or its Subsidiaries than
          the BOSC Senior Subordinated Notes Indenture (as determined by the
          Administrative Agent) or are otherwise consented to by the Majority
          Banks), (E) such Indebtedness shall not contain any terms as to which
          compliance would cause a Default or Event of Default to occur based
          upon the Company's financial projections, (F) such Indebtedness shall
          contain no restrictions or limitations on Liens in favor of the
          Administrative Agent or any Bank, (G) with respect to the first
          $100,000,000 of such Indebtedness, in the aggregate (measured as of
          the date of incurrence), seventy-five percent (75%) of the Net
          Proceeds of such Indebtedness shall be used to reduce the Loans on a
          pro rata basis (which, with respect to the Term Loans, shall be
          applied in the inverse order of maturity), with a permanent reduction
          of the Revolving Loan Commitments in the amount of the prepayment
          applied to the Revolving Loans, and (H) with respect to all of such
          Indebtedness in excess of $100,000,000, in the aggregate (measured as
          of the date of incurrence), one hundred percent (100%) of the Net
          Proceeds of such Indebtedness shall be used to reduce the Loans on a
          pro rata basis (which, with respect to the Term Loans, shall be
          applied in the inverse order of maturity), with a

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 13

<PAGE>

          permanent reduction of the Revolving Loan Commitments in the amount of
          the prepayment applied to the Revolving Loans; and

          (ii)    Indebtedness arising as a result of the exchange of Junior
          Securities for (A) the cancellation and/or redemption, dollar for
          dollar, of any or all Indebtedness under this Agreement and/or (B) the
          exchange, cancellation and/or redemption, dollar for dollar, of the
          Company's other Indebtedness represented by debt securities, to the
          extent the Company and the holder of such Indebtedness mutually agree
          to be exchanged, cancelled or redeemed;

          Section 2.20    Amendment to Section 7.03(l). Section 7.03(l) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  (l)     other outstanding Indebtedness permitted under this
          Agreement prior to the Fifth Amendment Effective Date;

          Section 2.21    Deletion of Section 7.03(n). Section 7.03(n) of the
Credit Agreement is hereby deleted in its entirety and replaced with "[omitted
intentionally]".

          Section 2.22 Amendment to Section 7.03(o). Section 7.03(o) of the
Credit Agreement is hereby amended and restated to read its entirety as follows:

                  (o)     other Indebtedness not exceeding $1,000,000;

          Section 2.23 Amendment to Section 7.04(e). Section 7.04(e) of the
Credit Agreement is hereby amended and restated to read its entirety as follows:

                  (e)     other Liens on assets not included in the Collateral
          (as defined prior to the Fifth Amendment Effective Date) securing
          obligations allowed pursuant to Article VII of this Agreement not
          exceeding $3,000,000 in the aggregate at any one time;

          Section 2.24    Amendment to Section 7.04(g). Section 7.04(g) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  (g)     Liens arising pursuant to purchase money mortgages or
          security interests securing Indebtedness representing the purchase
          price (or financing of the purchase price within ninety (90) days
          after the respective purchase) of assets acquired after the Effective
          Date, provided that (i) any such Liens attach only to the assets so
          purchased, upgrades thereon and, if the asset so purchased is an
          upgrade, the original asset itself (and such other assets financed by
          the same financing source), (ii) the Indebtedness (other than
          Indebtedness incurred from the same financing source to purchase other
          assets and excluding Indebtedness representing obligations to pay
          installation and delivery charges for the property so purchased)
          secured by any such Lien does not exceed 100%, nor is less than 80%,
          of the lesser of the fair market value or the purchase price of the
          equipment being purchased at the time of the incurrence of such
          Indebtedness, (iii) the Indebtedness secured thereby is permitted to
          be incurred pursuant to Section 7.03(o) and (iv) the Indebtedness
          secured thereby does not exceed $1,000,000 in the aggregate; and

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 14

<PAGE>

          Section 2.25    Amendment to Section 7.04(h). Section 7.04(h) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  (h)     Liens securing Indebtedness permitted by Section
          7.03(n) (as in effect immediately prior to the Fifth Amendment
          Effective Date) if secured on the date of the applicable Permitted
          Acquisition and if the Permitted Acquisition occurred prior to the
          Fifth Amendment Effective Date;

          Section 2.26    Amendment to Section 7.05(d). Section 7.05(d) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  (d)     Investments in the stock, warrants, stock appreciation
          rights, other securities and/or other assets of Qualified Companies
          consummated prior to the Fifth Amendment Effective Date;

          Section 2.27    Amendment to Section 7.05(e). Section 7.05(e) of the
Credit Agreement is amended and restated to read in its entirety as follows:

                  (e)     other Investments existing as of the Fifth Amendment
          Effective Date or made after the Fifth Amendment Effective Date,
          including Investments in the form of loans, leases or advances to
          customers of the Company and its Subsidiaries made to finance the
          acquisition of equipment by such customers, not exceeding $5,000,000
          in the aggregate at any one time outstanding (to be measured as of the
          date of the Investment);

          Section 2.28    Amendment to Section 7.05(f). Section 7.05(f) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  (f)     Investments in the form of stock buy backs allowed
          under Section 7.06 and consummated prior to the Fifth Amendment
          Effective Date; and

          Section 2.29    Amendment to Section 7.06. Section 7.06 of the Credit
Agreement is amended and restated to read in its entirety as follows:

                  Section 7.06  Restricted Payments. The Company will not use
          cash to pay any dividends or redeem, retire, purchase or guaranty the
          value of or make any other acquisition, direct or indirect, of any
          shares of any class of Capital Stock of the Company or any warrants,
          rights or options to acquire any such Capital Stock, now or hereafter
          outstanding, or make any cash payment to any Affiliate of the Company
          (other than a Wholly-Owned Domestic Subsidiary that is a Guarantor)
          with respect to any management service operations, advisory or similar
          expense, except to the extent that the consideration therefor is
          approved by the Majority Banks or otherwise is permitted by Section
          7.09; provided, the Company may: (i) prior to the Fifth Amendment
          Effective Date, complete the Common Stock Repurchase, (ii) prior to
          the Fifth Amendment Effective Date, purchase shares of Common Stock,
          (iii) redeem or purchase shares of the Company Common Stock or options
          to purchase the Company Common Stock, as the case may be, held by
          former employees of the Company or any of its Subsidiaries following
          the termination of their employment (by death, disability or
          otherwise), provided that (x) the only consideration paid by the
          Company in respect of such

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 15

<PAGE>

          redemptions and/or purchases shall be cash, forgiveness of liabilities
          and/or Shareholder Subordinated Notes, (y) the sum of (A) the
          aggregate amount paid by the Company in cash in respect of all such
          redemptions and/or purchases plus (B) the aggregate amount of
          liabilities so forgiven plus (C) the aggregate amount of all cash
          principal and interest payments made on Shareholder Subordinated
          Notes, in each case after the Fifth Amendment Effective Date, and
          pursuant to this subsection (iii), shall not exceed $5,000,000 and (z)
          at the time of any cash payment or forgiveness of liabilities
          permitted to be made pursuant to this Section 7.06(iii), including any
          cash payment under a Shareholder Subordinated Note, no Default or
          Event of Default shall then exist or result therefrom; (iv) pay cash
          in lieu of fractional shares of Common Stock issued in connection with
          a conversion of Preferred Stock into Common Stock in accordance with
          the relevant provisions of the statement of designation therefor, so
          long as the aggregate amount of all cash paid pursuant to this clause
          (iv) does not exceed $500,000 in any calendar year; (v) pay cash in
          lieu of fractional shares of the Company's Common Stock in connection
          with any reverse stock split, so long as the aggregate amount of all
          cash paid pursuant to this clause (v) does not exceed $500,000 in any
          calendar year; and (vi) redeem options to purchase the Company's
          Common Stock, so long as the aggregate amount of all cash paid
          pursuant to this clause (vi) does not exceed $500,000 in any calendar
          year.

          Section 2.30    Amendment to Section 7.09(ii). Subsection (ii) of
Section 7.09 of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:

                  (ii)    intercompany transactions among the Company and its
          Domestic Subsidiaries that are Guarantors;

          Section 2.31    Deletion of Section 7.09(v). Subsection (v) of Section
7.09 of the Credit Agreement is hereby deleted in its entirety and replaced with
"[omitted intentionally]".

          Section 2.32    Amendment to Section 7.11. Section 7.11 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                  Section 7.11  Funded Debt to Pro Forma EBITDA Ratio. The
          Company will not permit, as of the last day of any fiscal quarter
          (beginning with the fiscal quarter ended June 30, 2002), the ratio of
          its Funded Debt to pro forma EBITDA calculated for the preceding four
          (4) quarters on a rolling four (4) quarter basis, ending on each date
          as set forth below, to be greater than:

--------------------------------------------------------------------------------
           Period Ending                                   Funded Debt Ratio
--------------------------------------------------------------------------------
June 30, 2002                                                 8.70 to 1.00
--------------------------------------------------------------------------------
September 30, 2002                                            7.60 to 1.00
--------------------------------------------------------------------------------
December 31, 2002                                             7.60 to 1.00
--------------------------------------------------------------------------------
March 31, 2003                                                7.60 to 1.00
--------------------------------------------------------------------------------

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 16

<PAGE>

--------------------------------------------------------------------------------
           Period Ending                                   Funded Debt Ratio
--------------------------------------------------------------------------------
June 30, 2003                                                 7.40 to 1.00
--------------------------------------------------------------------------------
September 30, 2003                                            7.05 to 1.00
--------------------------------------------------------------------------------
December 31, 2003                                             6.65 to 1.00
--------------------------------------------------------------------------------
March 31, 2004                                                6.45 to 1.00
--------------------------------------------------------------------------------
June 30, 2004                                                 6.35 to 1.00
--------------------------------------------------------------------------------
September 30, 2004                                            6.20 to 1.00
--------------------------------------------------------------------------------
December 31, 2004                                             6.10 to 1.00
--------------------------------------------------------------------------------
March 31, 2005                                                6.10 to 1.00
--------------------------------------------------------------------------------
June 30, 2005                                                 6.10 to 1.00
--------------------------------------------------------------------------------
September 30, 2005                                            6.10 to 1.00
--------------------------------------------------------------------------------
December 31, 2005 and thereafter                              5.60 to 1.00
--------------------------------------------------------------------------------

          Section 2.33    Amendment to Section 7.12. Section 7.12 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                  Section 7.12  Senior Debt to Pro Forma EBITDA Ratio. The
          Company will not permit, as of the last day of any fiscal quarter
          (beginning with the fiscal quarter ended June 30, 2002), the ratio of
          Senior Debt to its pro forma EBITDA calculated for the preceding four
          (4) quarters on a rolling four (4) quarter basis, ending on each date
          set forth below, to be greater than:

--------------------------------------------------------------------------------
           Period Ending                                   Senior Debt Ratio
--------------------------------------------------------------------------------
June 30, 2002                                                 5.25 to 1.00
--------------------------------------------------------------------------------
September 30, 2002                                            4.50 to 1.00
--------------------------------------------------------------------------------
December 31, 2002                                             4.50 to 1.00
--------------------------------------------------------------------------------
March 31, 2003                                                4.50 to 1.00
--------------------------------------------------------------------------------
June 30, 2003                                                 4.40 to 1.00
--------------------------------------------------------------------------------
September 30, 2003                                            4.25 to 1.00
--------------------------------------------------------------------------------

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 17

<PAGE>

--------------------------------------------------------------------------------
           Period Ending                                   Senior Debt Ratio
--------------------------------------------------------------------------------
December 31, 2003                                             4.00 to 1.00
--------------------------------------------------------------------------------
March 31, 2004                                                3.85 to 1.00
--------------------------------------------------------------------------------
June 30, 2004                                                 3.80 to 1.00
--------------------------------------------------------------------------------
September 30, 2004                                            3.80 to 1.00
--------------------------------------------------------------------------------
December 31, 2004                                             3.70 to 1.00
--------------------------------------------------------------------------------
March 31, 2005                                                3.70 to 1.00
--------------------------------------------------------------------------------
June 30, 2005                                                 3.70 to 1.00
--------------------------------------------------------------------------------
September 30, 2005                                            3.70 to 1.00
--------------------------------------------------------------------------------
December 31, 2005 and thereafter                              3.45 to 1.00
--------------------------------------------------------------------------------

          Section 2.34    Amendment to Section 7.13. Section 7.13 of the Credit
Agreement is amended and restated to read in its entirety as follows:

                  Section 7.13  Capital Expenditures. During each fiscal year
         during the term hereof following fiscal year 2001, the Company will not
         permit nonacquisition related Capital Expenditures (including
         Capitalized Lease Obligations but excluding Janitorial Equipment) to be
         greater than the following, calculated in each case as of the last day
         of the fiscal year: (a) for fiscal year 2002, $45,000,000 and (b) for
         fiscal year 2003 and each fiscal year thereafter, $55,000,000.
         Notwithstanding the foregoing, up to $5,000,000 of any unused portion
         of Capital Expenditures for fiscal years 2001 and 2002 may be carried
         over to fiscal years 2002 and 2003, respectively, and up to $10,000,000
         of any unused portion of Capital Expenditures for fiscal years 2003 and
         2004 may be carried over to fiscal years 2004 and 2005, respectively.

          Section 2.35    Amendment to Section 7.14. Section 7.14 of the Credit
Agreement is hereby amended and restated in its entirety as follows:

                  Section 7.14  Fixed Charge Coverage Ratio. The Company will
          not permit, as of the last day of any fiscal quarter (beginning with
          the fiscal quarter ended June 30, 2002), the ratio of (a) pro forma
          EBITDA calculated for the preceding four (4) quarters on a rolling
          four (4) quarter basis, minus non-acquisition Capital Expenditures
          (including Capitalized Lease Obligations but excluding Janitorial
          Equipment) actually made during the preceding four fiscal quarters, to
          (b) the sum of (without duplication): (i) cash interest expense net of
          interest income, (ii) scheduled amortization of principal of the Term
          Loans and any other amortizing loans and scheduled payments in respect
          of Capitalized Lease Obligations, and (iii) mandatory dividends paid
          in cash on Preferred

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 18

<PAGE>

          Stock, all calculated for the preceding four (4) quarters on a rolling
          four (4) quarter basis, to be less than the following as of the end of
          the applicable period set forth below:

--------------------------------------------------------------------------------
        Period Ending                               Fixed Charge Coverage Ratio
--------------------------------------------------------------------------------
June 30, 2002                                                 0.80 to 1.00
--------------------------------------------------------------------------------
September 30, 2002                                            0.95 to 1.00
--------------------------------------------------------------------------------
December 31, 2002                                             1.00 to 1.00
--------------------------------------------------------------------------------
March 31, 2003                                                1.00 to 1.00
--------------------------------------------------------------------------------
June 30, 2003                                                 1.00 to 1.00
--------------------------------------------------------------------------------
September 30, 2003                                            1.00 to 1.00
--------------------------------------------------------------------------------
December 31, 2003                                             1.00 to 1.00
--------------------------------------------------------------------------------
March 31, 2004                                                1.00 to 1.00
--------------------------------------------------------------------------------
June 30, 2004                                                 1.00 to 1.00
--------------------------------------------------------------------------------
September 30, 2004                                            1.00 to 1.00
--------------------------------------------------------------------------------
December 31, 2004                                             1.00 to 1.00
--------------------------------------------------------------------------------
March 31, 2005                                                1.00 to 1.00
--------------------------------------------------------------------------------
June 30, 2005                                                 1.00 to 1.00
--------------------------------------------------------------------------------
September 30, 2005                                            1.00 to 1.00
--------------------------------------------------------------------------------
December 31, 2005 and thereafter                              1.10 to 1.00
--------------------------------------------------------------------------------

          Section 2.36    Amendment to Section 7.15. Section 7.15 of the Credit
Agreement is amended and restated to read in its entirety as follows:

                  Section 7.15  Limitations on Acquisitions. Following the Fifth
          Amendment Effective Date, the Company will not and will not permit any
          Subsidiary to acquire any Person or business.

          Section 2.37    Amendment to Section 7.16. Section 7.16 of the Credit
Agreement is amended and restated to read in its entirety as follows:

                  Section 7.16  Subordinated Debt. The Company will not amend or
          obtain or grant a waiver of any provision of (i) the Indentures, or
          (ii) any subordinated

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 19

<PAGE>

          Indebtedness listed on Schedule 7.03(b) or any agreement or
          arrangement in respect thereof, except for amendments and waivers that
          are not to the material detriment of the Banks. The Company will not
          voluntarily prepay any portion of (X) the Indentures, or (Y) any
          subordinated Indebtedness listed on Schedule 7.03(b) unless permitted
          by Section 7.03(k)(ii) hereof, which permitted prepayments shall only
          be in the form of Junior Securities.

          Section 2.38    Additions to Section 9.01. Subsections (k) and (l) are
added to Section 9.01 of the Credit Agreement to read in their entirety as
follows:

                  (k)     the Equity Investment Transaction does not occur on or
          before the earlier of (i) thirty (30) calendar days after shareholder
          approval of the Equity Investment has been obtained and (ii) October
          15, 2002; or

                  (l)     shareholder approval of the Apollo Group's purchase of
          at least $35,000,000 of the Company's common stock as a part of the
          Equity Investment is not obtained when a shareholder vote is held
          thereon.

          Section 2.39    Amendment to Section 9.01(c). The reference to
"Article VIII" contained in subsection (c) of Section 9.01 is hereby deleted in
its entirety and is replaced with "Article VII."

          Section 2.40    Amendment to Section 11.2. The notice addresses
contained in Section 11.2 of the Credit Agreement are amended in their entirety
to read as follows:

                  (a)     If to the Company and the Guarantors:

                          Encompass Services Corporation
                          3 Greenway Plaza, Suite 2000
                          Houston, Texas 77046
                          Telephone No.:   (713)  860-0100
                          Telecopy No.:    (713)  960-0126
                          Attention:       Chief Financial Officer

                  (b)     If to the Administrative Agent:

                          Bank of America
                          901 Main Street, 66th Floor
                          Dallas, Texas 75202
                          Telephone No.:   (214)  209-2023
                          Telecopy No.:    (214)  209-3533
                          Attention:       William E. Livingstone, IV

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 20

<PAGE>

                                   ARTICLE 3

                  RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

          Section 3.1     Ratifications. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions
set forth in the Credit Agreement and except as expressly modified and
superseded by this Amendment, the terms and provisions of the Credit Agreement
and the other Loan Documents are ratified and confirmed and shall continue in
full force and effect. The Company, the Guarantors and the Banks agree that the
Credit Agreement as amended hereby and the other Loan Documents shall continue
to be legal, valid, binding and enforceable in accordance with their respective
terms, except, in each case, as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws relating to or affecting the enforcement of creditors' rights
generally, and by general principles of equity regardless of whether such
enforceability is sought in a proceeding in equity or at law.

          Section 3.2     Representations and Warranties. The Company and each
Guarantor each hereby represent and warrant to the Banks that (i) the execution,
delivery and performance of this Amendment and any and all other Loan Documents
executed and/or delivered in connection herewith have been authorized by all
requisite action on the part of the Company and such Guarantor and will not
violate the certificate or articles of incorporation, other organizational
documents or bylaws of the Company or any Guarantor; (ii) the representations
and warranties contained in the Credit Agreement, as amended hereby, and any
other Loan Document are true and correct in all material respects on and as of
the date hereof as though made on and as of the date hereof (except to the
extent that such representations and warranties were expressly, in the Credit
Agreement, made only in reference to a specific date); and (iii) after giving
effect to this Amendment, no Default or Event of Default has occurred and is
continuing.

                                    ARTICLE 4

                                  MISCELLANEOUS

          Section 4.1     Conditions to Effectiveness. This Amendment shall be
effective upon the execution hereof by the Company, the Guarantors, the Majority
Banks and the Administrative Agent and upon the occurrence of or delivery to the
Administrative Agent of the following:

                  (a)     Payment of Amendment Fees. The Company shall have paid
          an amendment fee to the Administrative Agent, for the benefit of each
          of the Banks that have consented to and executed this Amendment on or
          before June 24, 2002, in an amount equal to 0.25% of the Total
          Revolving Loan Commitment and the outstanding principal amount of the
          Term Loans. The amount of the amendment fee shall be calculated (i)
          after giving pro forma effect to the $31,000,000 reduction to the Term
          Loans based upon the net proceeds from the Equity Investment and (ii)
          after giving effect to the $50,000,000 reduction to the Total
          Revolving Loan Commitment contemplated by this Amendment;

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 21

<PAGE>

                  (b)     Amended and Restated Security Agreement. The Company
          and the Domestic Subsidiaries shall have executed that certain Amended
          and Restated Security Agreement dated the date hereof on terms and
          conditions satisfactory to the Administrative Agent;

                  (c)     Resolutions. Resolutions of the board of directors or
          other appropriate body of the Company and each Subsidiary certified by
          its Secretary or an Assistant Secretary or other analogous officer or
          representative which authorize the execution, delivery and performance
          by such Person of this Amendment and such other Loan Documents to be
          executed in connection herewith to which it is or is to be a party;

                  (d)     Incumbency Certificate. A certificate of incumbency
          certified by the Secretary or an Assistant Secretary or other
          analogous officer or representative of the Company and each Subsidiary
          certifying as to the name of each officer or other representative of
          such Person (i) who is authorized to sign this Amendment or any Loan
          Document to which such Person is or is to be a party (including any
          certificate contemplated herein), together with specimen signatures of
          each such officer or other representative, and (ii) who will, until
          replaced by other officers or representatives duly authorized for that
          purpose, act as its representative for the purposes of signing
          documents and giving notices and other communications in connection
          with the Loan Documents and the transactions contemplated thereby;

                  (e)     Articles or Certificates of Incorporation, etc.
          Certified copies of any amendments of or other changes to articles or
          certificates of incorporation, certificate of formation, certificate
          of limited partnership, partnership agreement or other analogous
          constitutional document of the Company and each Subsidiary since
          November 9, 2001, certified by the Secretary of State or other
          applicable Governmental Authority of the state or other jurisdiction
          of incorporation or organization of the Company and each Subsidiary
          and dated within twenty-five (25) days prior to the Fifth Amendment
          Effective Date;

                  (f)     Bylaws. Certified copies of any amendments of or other
          changes to the bylaws or other analogous constitutional document of
          the Company and each Subsidiary since November 9, 2001, certified by
          the Secretary or an Assistant Secretary or other analogous officer or
          representative of such Person;

                  (g)     Government Certificates. Certificates of appropriate
          officials as to the existence and good standing, status or compliance,
          as applicable, of the Company and each Subsidiary in its jurisdiction
          of incorporation or organization and any and all jurisdictions where
          the Company is qualified to do business as a foreign corporation or
          other entity, each such certificate to be dated within twenty-five
          (25) days prior to the Fifth Amendment Effective Date;

                  (h)     Payment of Fees and Expenses. The Company shall have
          paid all reasonable costs, fees, expenses (including, without
          limitation, legal fees and expenses, fees of professional advisors and
          consultants and filing fees) and compensation contemplated hereby of
          or incurred by Banc of America Securities, LLC ("BAS") and the

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 22

<PAGE>

          Administrative Agent (including their counsel and professional
          advisors) to the extent billed on or before the date hereof;

                  (i)     No Prohibitions. A certificate of an officer of the
          Company to the effect that no Governmental Requirement shall prohibit
          the consummation of the transactions contemplated by this Amendment or
          any other Loan Document to be delivered in connection herewith, and no
          order, judgment or decree of any Governmental Authority or arbitrator
          shall, and no litigation or other proceeding shall be pending or
          threatened which would, enjoin, prohibit, restrain or otherwise
          adversely affect the consummation of the transactions contemplated by
          this Amendment or the other Loan Documents to be delivered in
          connection herewith;

                  (j)     Representations and Warranties. The Company shall have
          certified that the representations and warranties contained herein and
          in all other Loan Documents, as amended hereby, shall be true and
          correct in all material respects as of the Fifth Amendment Effective
          Date as if made on the Fifth Amendment Effective Date;

                  (k)     Default. The Company shall have certified that no
          Default or Event of Default shall have occurred and be continuing
          after giving effect to this Amendment, and no event or condition shall
          have occurred that with the giving of notice or lapse of time or both
          would be a Default or Event of Default after giving effect to this
          Amendment;

                  (l)     Compliance Certificate. The Company shall have
          submitted a compliance certificate in form and substance satisfactory
          to the Administrative Agent, demonstrating that no Default or Event of
          Default exists after giving effect to this Amendment;

                  (m)     Material Adverse Change. The Company shall have
          certified that except as previously disclosed in writing to the Banks,
          since December 31, 2001, there shall have been no Material Adverse
          Effect in the consolidated financial condition (including the
          business, assets, operations or condition, financial or otherwise) of
          the Company and its Subsidiaries taken as a whole;

                  (n)     Delivery of Documents. All of the documentation
          pursuant to this Amendment and the other Loan Documents, shall have
          been delivered and in form and substance satisfactory to BAS, the
          Administrative Agent, the Syndication Agent and the Majority Banks;

                  (o)     Agreement Regarding Equity Investment. The Apollo
          Group shall have executed an agreement in form and substance
          satisfactory to the Administrative Agent (i) requiring the Apollo
          Group to vote in favor of the Equity Investment when shareholder
          approval of the Equity Investment is sought and (ii) requiring the
          Apollo Group to purchase at least $35,000,000 in common equity of the
          Company;

                  (p)     Opinions of Company's Counsel. Opinions addressed to
          the Administrative Agent and the Banks from Bracewell & Patterson,
          L.L.P. and the General Counsel to the Company, as to such matters as
          the Administrative Agent may reasonably request; and

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 23

<PAGE>

                  (q)     Proceedings Satisfactory. All matters and proceedings
          taken in connection with this Amendment and the other Loan Documents
          to be delivered in connection herewith shall be reasonably
          satisfactory to the Administrative Agent and its counsel.

The Company shall deliver, or cause to be delivered, to the Administrative Agent
sufficient counterparts of each agreement, document or instrument to be received
by the Administrative Agent under this Section 4.1 to permit the Administrative
Agent to distribute a copy of the same to each Bank.

          Section 4.2     Conditions Subsequent. The following conditions shall
be satisfied following the effective date of this Amendment upon the following
terms:

                  (a)     Field Examination. The Company and its Subsidiaries
          shall permit an agent of the Banks to conduct a field examination on
          terms and conditions satisfactory to the Administrative Agent, which
          field examination shall be completed on or before ninety (90) days
          following the effective date of this Amendment.

          Section 4.3     Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
including any Loan Document furnished in connection with this Amendment shall
survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by the Banks or the Administrative Agent shall
affect the representations and warranties or the right of the Banks or the
Administrative Agent to rely upon them. The Company, Guarantors, Administrative
Agent and Banks acknowledge that the restrictions contained in the Credit
Agreement prohibiting the payment of dividends are contrary to the dividend
requirements of the Company's preferred stock, and agree that such conflict
shall not constitute a violation of the representation and warranty in the last
sentence of Section 5.4 of the Credit Agreement and any failure to pay such
dividends would not constitute a material default or event of default under a
material instrument or agreement under Section 6.1(c)(v) of the Credit
Agreement.

          Section 4.4     Reference to Credit Agreement. Each of the Loan
Documents, including the Credit Agreement and any and all other agreements,
documents, or instruments now or hereafter executed and delivered pursuant to
the terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference in such Loan Documents to the
Credit Agreement shall mean a reference to the Credit Agreement as amended
hereby.

          Section 4.5     Severability. Any provision of this Amendment held by
a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

          Section 4.6     Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

          Section 4.7     Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the Company, the Guarantors, the Banks and the
Administrative Agent and their

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 24

<PAGE>

respective successors and assigns, except that neither the Company nor any
Guarantor may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Banks.

          Section 4.8     Counterparts. This Amendment may be executed in one or
more counterparts, and on telecopy counterparts each of which when so executed
shall be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.

          Section 4.9     Effect of Waiver. No consent or waiver, express or
implied, by the Banks to or for any breach of or deviation from any covenant,
condition or duty by the Company or any Guarantor shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition or
duty.

          Section 4.10    Headings. The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

          Section 4.11    ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.

          Section 4.12    Reaffirmation of Guaranty. The undersigned Guarantors
of the Obligations of the Company to the Banks under the Credit Agreement and
the other Loan Documents each hereby: (i) consents to the execution and delivery
of the foregoing Amendment, (ii) agrees that the Amendment shall not limit or
diminish the obligations of the undersigned under the Credit Agreement as
Guarantors, (iii) reaffirms its obligations under its guaranty, (iv) agrees that
the Guaranty remains in full force and effect and is hereby ratified and
confirmed, and (v) agrees that for all purposes it is a party (as a Guarantor)
to the Credit Agreement, as amended hereby.

          Section 4.13    Release. The Company and each of the Guarantors hereby
unconditionally and irrevocably remise, acquit, and fully and forever release
and discharge the Administrative Agent and the Banks and all respective
affiliates and subsidiaries of the Administrative Agent and the Banks, their
respective officers, servants, employees, agents, attorneys, principals,
directors and shareholders, and their respective heirs, legal representatives,
successors and assigns (collectively, the "Released Lender Parties") from any
and all claims, demands, causes of action, obligations, remedies, suits, damages
and liabilities (collectively, the "Borrower Claims") of any nature whatsoever,
whether now known, suspected or claimed, whether arising under common law, in
equity or under statute, which the Company or any Guarantor ever had or now has
against the Released Lender Parties which may have arisen at any time on or
prior to the date of this Amendment and which were in any manner related to any
of

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 25

<PAGE>

the Loan Documents or the enforcement or attempted enforcement by the
Administrative Agent or the Banks of rights, remedies or recourses related
thereto. The Company and each of the Guarantors covenants and agrees never to
commence, voluntarily aid in any way, prosecute or cause to be commenced or
prosecuted against any of the Released Lender Parties any action or other
proceeding based upon any of the Borrower Claims which may have arisen at any
time on or prior to the date of this Amendment and were in any manner related to
any of the Loan Documents. The agreements of the Company and the Guarantors set
forth in this Section 4.12 shall survive termination of this Amendment.

FIFTH AMENDMENT TO CREDIT AGREEMENT - Page 26

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.

                                     THE COMPANY:

                                     ENCOMPASS SERVICES CORPORATION

                                     By:         /s/ Darren B. Miller
                                           ------------------------------------
                                     Name:  Darren B. Miller
                                     Title: Senior Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

GUARANTORS:

A-1 Mechanical of Lansing, Inc.
AA Advance Air, Inc.
AA Jarl, Inc.
A-ABC Appliance, Inc.
A-ABC Services, Inc.
Air Conditioning, Plumbing & Heating Service
   Co., Inc.
Aircon Energy Incorporated
Air Systems, Inc.
Airtron, Inc.
Airtron of Central Florida, Inc.
American Air Company, Inc.
AMS Arkansas, Inc.
B&R Electrical Services, Inc.
Building One Commercial, Inc.
Building One Service Solutions, Inc.
BUYR, Inc.
Callahan Roach Products & Publications, Inc.
Cardinal Contracting Corporation
Central Carolina Air Conditioning Company
Chapel Electric Co.
Charlie Crawford, Inc.
ChiP Corp.
Colonial Air Conditioning Company
Commercial Air Holding Company
CONCH Republic Corp.
Costner Brothers, Inc.
Delta Innovations, Ltd., a limited liability
   company, by Roth Companies Incorporated, its
   sole member
Divco, Inc.
Dynalink Corporation
EET Holdings, Inc.
Electrical Contracting, Inc.
Encompass Capital, Inc., formerly Commercial
   Air, Power & Cable, Inc., successor by merger
   to Central Air Conditioning Contractors, Inc.
   and Tower Electric Company
Encompass Capital, L.P., by CONCH Republic
   Corp., its general partner
Encompass Central Plains, Inc., formerly The
   Lewis Companies, Inc.
Encompass Constructors, Inc., formerly Atlantic
   Industrial Constructors, Inc. and successor by
   merger with Hungerford Mechanical

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

   Corporation
Encompass Design Group, Inc., formerly
   Engineering Design Group, Inc.
Encompass Electrical Technologies Central
   Tennessee, Inc.
Encompass Electrical Technologies Eastern
   Tennessee, Inc.
Encompass Electrical Technologies - Florida,
   LLC, by EET Holdings, Inc., its sole member
Encompass Electrical Technologies Georgia, Inc.
Encompass Electrical Technologies, Inc., formerly
   Continental Electrical Construction Co. and
   successor by merger with Barr Electric Corp.
   and Gregory Electric, Inc.
Encompass Electrical Technologies, Inc., formerly
   Oil Capital Electric, Inc.
Encompass Electrical Technologies - Midwest,
   Inc., formerly Town & Country Electric, Inc.
   successor by merger to SKCE, Inc., SKCE
   Electric, Inc., Cramar Electric, Inc. and Pro
   Wire Security Systems, Inc.
Encompass Electrical Technologies North
   Carolina, Inc.
Encompass Electrical Technologies North Florida,
   Inc.
Encompass Electrical Technologies of Nevada,
   Inc.
Encompass Electrical Technologies of New
   England, Inc.
Encompass Electrical Technologies of Texas, Inc.
Encompass Electrical Technologies Projects
   Group, Inc.
Encompass Electrical Technologies South
   Carolina, Inc.
Encompass Electrical Technologies Southeast,
   Inc., formerly Regency Electric Company, Inc.
   and successor by merger with Encompass
   Electrical Technologies Jacksonville, Inc.
Encompass Electrical Technologies Western
   Tennessee, Inc.
Encompass Facility Services, Inc.
Encompass Global Technologies, Inc.
Encompass Ind./Mech. of Texas, Inc.
Encompass Industrial Services Southwest, Inc.,
   formerly Gulf States, Inc.
Encompass Mechanical Services of Elko, Inc.,

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

   formerly Snyder Mechanical
Encompass Mechanical Services - Rocky
   Mountains, Inc., formerly Robinson
   Mechanical Company
Encompass Mechanical Services Southeast, Inc.,
   successor by merger to C.R. Hipp
   Construction, Inc., Del Air Service Company,
   Inc., Sibley Services, Incorporated and
   Reliable Mechanical, Inc.
Encompass Power Services, Inc.,
   formerly EDG Power Services, Inc.
Encompass Residential Services of Houston, Inc.,
   formerly Sterling Air Conditioning, Inc.
Encompass Services Holding Corp.
Encompass Services Indiana L.L.C., by Airtron,
   Inc., Cardinal Contracting Corporation, Paul E.
   Smith Co., Inc., and Roth Companies
   Incorporated, its members
ESR PC, L.P., by CONCH Republic Corp., its
   general partner
EWG Holdings, Inc.
Evans Services, Inc.
FacilityDirect.com, LLC, by Building One Service
   Solutions, Inc., its sole member
The Farfield Company
Ferguson Electric Corporation
Fred Clark Electrical Contractor, Inc.
Gamewell Mechanical, Inc.
Garfield-Indecon Electrical Services, Inc.,
   successor by merger with Clark Converse
   Electric Service, Inc.
Gilbert Mechanical Contractors, Inc.
GroupMAC Texas, L.P., by Encompass Services
   Holding Corp., its general partner
Hallmark Air Conditioning, Inc.
HPS Plumbing Services, Inc.
HVAC Services, Inc.
Interstate Building Services, L.L.C., by Building
   One Service Solutions, Inc., its sole member
Isla Morada, LLC, by CONCH Republic Corp., its
   sole member
Ivey Mechanical Services, L.L.C., by Encompass
   Mechanical Services Southeast, Inc., its sole
   member
K&N Plumbing, Heating and Air Conditioning,
   Inc.

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

Laney's, Inc.
Lexington/Ivey Mechanical Company, L.L.C., by
   Encompass Mechanical Services Southeast,
   Inc., its sole member
Linford Service Co.
L.T. Mechanical, Inc.
MacDonald-Miller Co., Inc.
MacDonald-Miller Industries, Inc.
MacDonald-Miller of Oregon, Inc.
MacDonald-Miller Service, Inc.
Masters, Inc.
Mechanical Services of Orlando, Inc.
Merritt Island Air & Heat, Inc.
National Network Services, Inc.
National Network Services Northwest, LLC, by
   EWG Holdings, Inc., its sole member
Omni Mechanical Company
Omni Mechanical Services, by Omni Mechanical
   Company, general partner
Pacific Rim Mechanical Contractors, Inc.
Paul E. Smith Co., Inc.
Phoenix Electric Company
Ray's Plumbing Contractors, Inc., formerly Ray
   and Claude Goodwin, Inc.
Regency Electric Company, LLC, by EET
   Holdings, Inc., its sole member
Regency Electric Company South Florida Office,
   Inc.
Riviera Electric of California, Inc.
Romanoff Electric Corp.
Roth Companies Incorporated
Sanders Bros., Inc.
Sequoyah Corporation
S.L. Page Corporation, successor by merger with
   Hydro Cooling, Inc.
Southeast Mechanical Service, Inc.
Stephen C. Pomeroy, Inc.
Sun Plumbing, Inc.
Taylor-Hunt Electric, Inc.
Team Mechanical, Inc.
Tri-City Electrical Contractors, Inc.
Tri-M Corporation, successor by merger with
   Costa and Rihl, Inc. and Encompass Plumbing,
   Inc.
Tri-State Acquisition Corp.
United Acquisition Corp.

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

United Service Alliance, Inc.
Van's Comfortemp Air Conditioning, Inc.
Vantage Mechanical Contractors, Inc.
Vermont Mechanical, Inc.
Wade's Heating & Cooling, Inc.
Watson Electrical Construction Co.
Wayzata, Inc.
Weigold & Sons, Inc.
Willis Refrigeration, Air Conditioning & Heating,
   Inc.
Wilson Electric Company, Inc.
Yale Incorporated

By:              /s/ Gray H. Muzzy
       -------------------------------------
       Gray H. Muzzy
       Vice President
       Acting on Behalf of Each of the Above

       Encompass Management Co.

       By:             /s/ Gray H. Muzzy
             -------------------------------------
             Gray H. Muzzy
             Senior Vice President

       Encompass Electrical Technologies - Rocky
       Mountains, Inc.

       By:   /s/ Daniel W. Kipp
          -------------------------------------
             Daniel W. Kipp
             Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   ADMINISTRATIVE AGENT/BANK:

                                   BANK OF AMERICA, N.A.
                                   as Administrative Agent and Individually, as
                                   a Bank

                                   By:    /s/ William E. Livingstone IV
                                       -----------------------------------------
                                       Name: William E. Livingstone IV
                                       Title: Senior Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   SYNDICATION-AGENT/BANK:

                                   JPMORGAN CHASE BANK
                                   (formerly known as THE CHASE
                                   MANHATTAN BANK),
                                   as Syndication Agent and
                                   Individually, as a Bank

                                   By: /s/ Michael D. Pickerd
                                       ------------------------------------
                                       Name: Michael D. Pickerd
                                       Title: Senior Vice President Texas Region

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   DOCUMENTATION AGENT/BANK:

                                   WACHOVIA BANK, NATIONAL
                                   ASSOCIATION
                                   (formerly known as FIRST UNION
                                   NATIONAL BANK),
                                   as Documentation Agent and
                                   Individually, as a Bank

                                   By: /s/ C. Mark Hedrick
                                       -------------------------------
                                       Name: C. Mark Hedrick
                                       Title: Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   BANKS:

                                   ABN-AMRO BANK NV

                                   By:    /s/ Mary L. Honda
                                       -------------------------------
                                       Name: Mary L. Honda
                                       Title: Group Vice President

                                   By:    /s/ Judith M. Bresnen
                                       -------------------------------
                                       Name: Judith M. Bresnen
                                       Title: Group Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   APEX (IDM) CDO I, LTD.

                                   By:    /s/ Glenn Duffy
                                       -------------------------------
                                       Name: Glenn Duffy
                                       Title: Managing Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   BANK OF AMERICA, N.A.

                                   By:    /s/ Laura T. Sweet
                                       -------------------------------
                                       Name: Laura T. Sweet
                                       Title: Assistant Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   THE GOVERNOR AND COMPANY OF
                                   THE BANK OF IRELAND

                                   By:    /s/ G. Hannon
                                       -------------------------------
                                       Name: G. Hannon
                                       Title: Authorized Signatory

                                   By:    /s/ T. Hayes
                                       -------------------------------
                                       Name: T. Hayes
                                       Title: Authorized Signatory

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   BANK LEUMI USA

                                   By:    /s/ Joung Hee Hong
                                       -------------------------------
                                       Name: Joung Hee Hong
                                       Title: Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   THE BANK OF NOVA SCOTIA

                                   By:    /s/ N. Bell
                                       -------------------------------
                                       Name: N. Bell
                                       Title: Senior Manager

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   BANK ONE, N.A.

                                   By:    /s/William V. Clifford
                                       -------------------------------
                                       Name: William V. Clifford
                                       Title: First Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   BNP PARIBAS
                                   By:    /s/ Jeff Tebeaux
                                      --------------------------------
                                       Name: Jeff Tebeaux
                                       Title: Associate

                                   By:    /s/ Henry Setina
                                      --------------------------------
                                       Name: Henry Setina
                                       Title: Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   CALLIDUS DEBT PARNERS CDO
                                   FUND I, Ltd.

                                   By: CALLIDUS CAPITAL
                                   MANAGEMENT, LLC
                                   its Collateral Manager

                                   By:    /s/ Jerry Nichols
                                      --------------------------------
                                       Name: Jerry Nichols
                                       Title: Managing Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   CREDIT LYONNAIS
                                   NEW YORK BRANCH

                                   By:    /s/ Attila Koc
                                       -------------------------------
                                       Name: Attila Koc
                                       Title: Senior Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   DEUTSCHE BANK TRUST COMPANY
                                   AMERICAS (formerly known as
                                   BANKERS TRUST COMPANY)

                                   By:    /s/ Gregory Shefrin
                                       -------------------------------
                                       Name: Gregory Shefrin
                                       Title: Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   ELC (CAYMAN) LTD. CDO
                                   SERIES 1999-1

                                   By:    /s/ Glenn Duffy
                                       ------------------------------
                                       Name: Glenn Duffy
                                       Title: Managing Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   FIRST DOMINION FUNDING I

                                   By:    /s/ David H. Lerner
                                       -------------------------------
                                       Name: David H. Lerner
                                       Title: Authorized Signatory

                                   FIRST DOMINION FUNDING II

                                   By:    /s/ David H. Lerner
                                       -------------------------------
                                       Name: David H. Lerner
                                       Title: Authorized Signatory

                                   FIRST DOMINION FUNDING III

                                   By:    /s/ David H. Lerner
                                       -------------------------------
                                       Name: David H. Lerner
                                       Title: Authorized Signatory

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   FLEET NATIONAL BANK

                                   By:    /s/ James J. Shaw
                                       -------------------------------
                                       Name: James J. Shaw
                                       Title: Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION

                                   By:    /s/ William E. Magee
                                       -------------------------------
                                       Name: William E. Magee
                                       Title: Duly Authorized Signatory

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   GMAC COMMERCIAL CREDIT LLC

                                   By:    /s/ Frank Imperato
                                       ----------------------------
                                       Name: Frank Imperato
                                       Title: Senior Vice President

                                   By:______________________________
                                       Name:________________________
                                       Title:_______________________

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   HELLER FINANCIAL, INC.

                                   By:    /s/ William E. Magee
                                       ------------------------------------
                                       Name: William E. Magee
                                       Title: Duly Authorized Signatory

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   BANK AUSTRIA
                                   CREDITANSTALT CORPORATE
                                   FINANCE, INC.

                                   By:    /s/ Elizabeth Tallmadge
                                       ------------------------------------
                                       Name:  Elizabeth Tallmadge
                                       Title: Managing Director
                                              Chief Investment Officer

                                   By:    /s/ James T. Li
                                       ------------------------------------
                                       Name:  James T. Li
                                       Title: Associate Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   INDOSUEZ CAPITAL FUNDING III,
                                   LIMITED

                                   BY:    INDOSUEZ CAPITAL
                                          as Portfolio Advisor

                                   By:    /s/ Jack Henry
                                       ------------------------------------
                                       Name: Jack Henry
                                       Title: Principal and Portfolio Manager

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   ML CBO IV (CAYMAN) LTD.

                                   By:    /s/ Louis Koven
                                       ----------------------------------------
                                       Name: Louis Koven
                                       Title: Executive Vice President
                                              Highland Capital Management, L.P.

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   MORGAN STANLEY DEAN WITTER
                                   PRIME INCOME TRUST

                                   By:    /s/ Peter Gewirtz
                                       ----------------------------
                                       Name:  Peter Gewirtz
                                       Title: Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   NATIONAL CITY BANK

                                   By: /s/ Stephen Bassett
                                      ------------------------------
                                      Name: Stephen Bassett
                                      Title: Assistant Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   PAM CAPITAL FUNDING L.P.

                                   By:    /s/ Louis Koven
                                       ----------------------------
                                       Name: Louis Koven
                                       Title: Executive Vice President
                                              Highland Capital Management, L.P.

                                   PAMCO CAYMAN LTD.

                                   By:    /s/ Louis Koven
                                       ----------------------------
                                       Name: Louis Koven
                                       Title: Executive Vice President
                                              Highland Capital Management, L.P.

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   NORSE CBO, LTD.

                                   By: Regiment Capital Management, LLC
                                       as its Investment Advisor

                                   By: Regiment Capital Advisors, LLC
                                          its Manager and pursuant to delegated
                                          authority

                                   By:    /s/ Timothy Peterson
                                       -------------------------------
                                       Name: Timothy Peterson
                                       Title: President

                                   REGIMENT CAPITAL LTD.

                                   By: Regiment Capital Management, LLC
                                       as its Investment Advisor

                                   By: Regiment Capital Advisors, LLC
                                       its Manager and pursuant to delegated
                                       authority

                                   By:    /s/ Timothy Peterson
                                       -------------------------------
                                       Name: Timothy Peterson
                                       Title: President

                                   PRESIDENT & FELLOWS OF
                                   HARVARD COLLEGE

                                   By: Regiment Capital Management, LLC
                                       as its Investment Advisor

                                   By: Regiment Capital Advisors, LLC
                                          its Manager and pursuant to delegated
                                          authority

                                   By:    /s/ Timothy Peterson
                                       -------------------------------
                                       Name: Timothy Peterson
                                       Title: President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   SOVEREIGN BANK

                                   By: /s/ Kevin E. Flaherty
                                      --------------------------------
                                      Name:  Kevin E. Flaherty
                                      Title: Senior Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   THE SUMITOMO TRUST & BANKING
                                   CO., LTD., NEW YORK BRANCH

                                   By:    /s/ Elizabeth A. Quirk
                                       -------------------------------
                                       Name: Elizabeth A. Quirk
                                       Title: Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   TEXTRON FINANCIAL CORPORATION

                                   By:    /s/ Matthew J. Colgan
                                       -------------------------------
                                       Name: Matthew J. Colgan
                                       Title: Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   US BANK NATIONAL ASSOCIATION
                                   (formerly known as MERCANTILE BANK
                                   NATIONAL ASSOCIATION and formerly
                                   known as FIRSTAR BANK)

                                   By:    /s/ Alan R. Milster
                                       -------------------------------
                                       Name: Alan R. Milster
                                       Title: Vice President

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   VAN KAMPEN PRIME RATE INCOME
                                   TRUST

                                   BY:    VAN KAMPEN INVESTMENT
                                          ADVISORY CORP

                                   By:    /s/ Darvin D. Pierce
                                       -------------------------------
                                   Name: Darvin D. Pierce
                                   Title: Executive Director

                                   VAN KAMPEN SENIOR INCOME
                                   TRUST

                                   BY:    VAN KAMPEN INVESTMENT
                                          ADVISORY CORP

                                   By:    /s/ Darvin D. Pierce
                                       -------------------------------
                                       Name: Darvin D. Pierce
                                       Title: Executive Director

                                   VAN KAMPEN CLO I, LIMITED

                                   BY:    VAN KAMPEN INVESTMENT
                                          ADVORSY CORP, as Collateral Manager

                                   By:    /s/ Darvin D. Pierce
                                       -------------------------------
                                       Name: Darvin D. Pierce
                                       Title: Executive Director

                                   VAN KAMPEN CLO II, LIMITED

                                   BY:    VAN KAMPEN INVESTMENT
                                          ADVORSY CORP, as Collateral Manager

                                   By:    /s/ Darvin D. Pierce
                                       -------------------------------
                                       Name: Darvin D. Pierce
                                       Title: Executive Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                                   ZERMATT CBO LIMITED
                                   (by UBS AG, New York Branch, as its
                                   Collateral Manager)

                                   By: /s/ Joseph V. Chapey
                                      ----------------------------
                                      Name:  Joseph V. Chapey
                                      Title: Executive Director

                                   By: /s/ Sandra Ward Castin
                                      ----------------------------
                                      Name:  Sandra Ward Castin
                                      Title: Executive Director

SIGNATURE PAGES TO
FIFTH AMENDMENT TO CREDIT AGREEMENT

<PAGE>

                             EXHIBIT 5.16

                         SUBSIDIARY COMPANIES

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                            Name of Subsidiary                                   Jurisdiction
----------------------------------------------------------------------------------------------
<S>                                                                             <C>
A-1 Mechanical of Lansing, Inc.                                                   Michigan
----------------------------------------------------------------------------------------------
AA Advance Air, Inc.                                                               Florida
----------------------------------------------------------------------------------------------
A-ABC Appliance, Inc.                                                               Texas
----------------------------------------------------------------------------------------------
A-ABC Services, Inc.                                                              Delaware
----------------------------------------------------------------------------------------------
AA Jarl, Inc.                                                                     Delaware
----------------------------------------------------------------------------------------------
Air Conditioning, Plumbing & Heating Service Co., Inc.                            Colorado
----------------------------------------------------------------------------------------------
Aircon Energy Incorporated                                                        California
----------------------------------------------------------------------------------------------
Air Systems, Inc.                                                                 California
----------------------------------------------------------------------------------------------
Airtron, Inc.                                                                     Delaware
----------------------------------------------------------------------------------------------
Airtron of Central Florida, Inc.                                                   Florida
----------------------------------------------------------------------------------------------
American Air Company, Inc.                                                        California
----------------------------------------------------------------------------------------------
AMS Arkansas, Inc.                                                                Arkansas
----------------------------------------------------------------------------------------------
B&R Electrical Services, Inc.                                                     Maryland
----------------------------------------------------------------------------------------------
Building One Commercial, Inc.                                                     Missouri
----------------------------------------------------------------------------------------------
Building One Service Solutions, Inc.                                               Virginia
----------------------------------------------------------------------------------------------
BUYR, Inc.                                                                        Delaware
----------------------------------------------------------------------------------------------
Callahan Roach Products & Publications, Inc.                                      Colorado
----------------------------------------------------------------------------------------------
Cardinal Contracting Corporation                                                   Indiana
----------------------------------------------------------------------------------------------
Central Carolina Air Conditioning Company                                       North Carolina
----------------------------------------------------------------------------------------------
Chapel Electric Co.                                                                 Ohio
----------------------------------------------------------------------------------------------
Charlie Crawford, Inc.                                                            Delaware
----------------------------------------------------------------------------------------------
ChIP Corp.                                                                        Delaware
----------------------------------------------------------------------------------------------
Colonial Air Conditioning Company                                                 Delaware
----------------------------------------------------------------------------------------------
Commercial Air Holding Company                                                    Maryland
----------------------------------------------------------------------------------------------
CONCH Republic Corp.                                                              Delaware
----------------------------------------------------------------------------------------------
Costner Brothers, Inc.                                                          South Carolina
----------------------------------------------------------------------------------------------
Delta Innovations, Ltd.                                                             Ohio
----------------------------------------------------------------------------------------------
Divco, Inc.                                                                      Washington
----------------------------------------------------------------------------------------------
Dynalink Corporation                                                                Ohio
----------------------------------------------------------------------------------------------
EET Holdings, Inc.                                                                Delaware
----------------------------------------------------------------------------------------------
Electrical Contracting, Inc.                                                      California
----------------------------------------------------------------------------------------------
Encompass Capital, Inc.                                                           Maryland
----------------------------------------------------------------------------------------------
Encompass Capital, L.P.                                                             Texas
----------------------------------------------------------------------------------------------
Encompass Central Plains, Inc.                                                    Oklahoma
----------------------------------------------------------------------------------------------
Encompass Constructors, Inc.(fka Atlantic Industrial Constructors, Inc.)           Virginia
----------------------------------------------------------------------------------------------
Encompass Design Group, Inc.                                                      Oklahoma
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies, Inc.(fka Continental Electrical                Delaware
Construction Co.)
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies, Inc.(fka Oil Capital Electric, Inc.)           Oklahoma
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies Central Tennessee, Inc.                         Tennessee
----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                            Name of Subsidiary                                   Jurisdiction
----------------------------------------------------------------------------------------------
<S>                                                                             <C>
Encompass Electrical Technologies Eastern Tennessee, Inc.                         Tennessee
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies - Florida, LLC                                  Delaware
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies Georgia, Inc.                                    Georgia
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies - Midwest, Inc.                                 Wisconsin
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies North Carolina, Inc.                          North Carolina
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies North Florida, Inc.                              Florida
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies of Nevada, Inc.                                  Nevada
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies of New England, Inc.                            Delaware
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies of Texas, Inc.                                    Texas
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies Projects Group, Inc.                             Florida
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies - Rocky Mountains, Inc.                         Colorado
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies South Carolina, Inc.                          South Carolina
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies Southeast, Inc.                                  Florida
----------------------------------------------------------------------------------------------
Encompass Electrical Technologies Western Tennessee, Inc.                         Tennessee
----------------------------------------------------------------------------------------------
Encompass Facility Services, Inc.                                                 Delaware
----------------------------------------------------------------------------------------------
Encompass Global Technologies, Inc.                                               Delaware
----------------------------------------------------------------------------------------------
Encompass Ind./Mech. of Texas, Inc.                                               Delaware
----------------------------------------------------------------------------------------------
Encompass Industrial Services Southwest, Inc.                                       Texas
----------------------------------------------------------------------------------------------
Encompass Management Co.                                                          Delaware
----------------------------------------------------------------------------------------------
Encompass Mechanical Services of Elko, Inc.(fka Snyder Mechanical)                 Nevada
----------------------------------------------------------------------------------------------
Encompass Mechanical Services - Rocky Mountains, Inc.                             Colorado
----------------------------------------------------------------------------------------------
Encompass Mechanical Services Southeast, Inc.                                     Mississippi
----------------------------------------------------------------------------------------------
Encompass Power Services, Inc.                                                    Oklahoma
----------------------------------------------------------------------------------------------
Encompass Residential Services of Houston, Inc.(fka Sterling Air                  Delaware
Conditioning)
----------------------------------------------------------------------------------------------
Encompass Services Holding Corp.                                                  Delaware
----------------------------------------------------------------------------------------------
Encompass Services Indiana L.L.C.                                                  Indiana
----------------------------------------------------------------------------------------------
ESR PC, L.P.                                                                        Texas
----------------------------------------------------------------------------------------------
Evans Services, Inc.                                                               Alabama
----------------------------------------------------------------------------------------------
EWG Holdings, Inc.                                                                Delaware
----------------------------------------------------------------------------------------------
FacilityDirect.com, LLC                                                            Virginia
----------------------------------------------------------------------------------------------
Ferguson Electric Corporation                                                     Delaware
----------------------------------------------------------------------------------------------
Fred Clark Electrical Contractor, Inc.                                              Texas
----------------------------------------------------------------------------------------------
Gamewell Mechanical, Inc.                                                       North Carolina
----------------------------------------------------------------------------------------------
Garfield-Indecon Electrical Services, Inc.                                          Ohio
----------------------------------------------------------------------------------------------
Gilbert Mechanical Contractors, Inc.                                              Minnesota
----------------------------------------------------------------------------------------------
GroupMAC Texas L.P.                                                                 Texas
----------------------------------------------------------------------------------------------
Hallmark Air Conditioning, Inc.                                                   Delaware
----------------------------------------------------------------------------------------------
HPS Plumbing Services, Inc.                                                       California
----------------------------------------------------------------------------------------------
HVAC Services, Inc.                                                                 Ohio
----------------------------------------------------------------------------------------------
Interstate Building Services, L.L.C.                                               Virginia
----------------------------------------------------------------------------------------------
Isla Morada LLC                                                                   Delaware
----------------------------------------------------------------------------------------------
Ivey Mechanical Services, L.L.C.                                                    Texas
----------------------------------------------------------------------------------------------
K&N Plumbing, Heating and Air Conditioning, Inc.                                  Delaware
----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                            Name of Subsidiary                                   Jurisdiction
----------------------------------------------------------------------------------------------
<S>                                                                             <C>
Laney's, Inc.                                                                     Delaware
----------------------------------------------------------------------------------------------
Lexington/Ivey Mechanical Company, L.L.C.                                         Kentucky
----------------------------------------------------------------------------------------------
Linford Service Co.                                                               California
----------------------------------------------------------------------------------------------
L.T. Mechanical, Inc.                                                             Delaware
----------------------------------------------------------------------------------------------
MacDonald-Miller Co., Inc.                                                       Washington
----------------------------------------------------------------------------------------------
MacDonald-Miller Industries, Inc.                                                Washington
----------------------------------------------------------------------------------------------
MacDonald-Miller of Oregon, Inc.                                                  Delaware
----------------------------------------------------------------------------------------------
MacDonald-Miller Service, Inc.                                                   Washington
----------------------------------------------------------------------------------------------
Masters, Inc.                                                                     Maryland
----------------------------------------------------------------------------------------------
Mechanical Services of Orlando, Inc.                                               Florida
----------------------------------------------------------------------------------------------
Merritt Island Air & Heat, Inc.                                                   Delaware
----------------------------------------------------------------------------------------------
National Network Services, Inc.                                                   Delaware
----------------------------------------------------------------------------------------------
National Network Services Northwest, LLC                                          Delaware
----------------------------------------------------------------------------------------------
Omni Mechanical Company                                                           Oklahoma
----------------------------------------------------------------------------------------------
Omni Mechanical Services                                                          Oklahoma
----------------------------------------------------------------------------------------------
Pacific Rim Mechanical Contractors, Inc.                                          California
----------------------------------------------------------------------------------------------
Paul E. Smith Co., Inc.                                                            Indiana
----------------------------------------------------------------------------------------------
Phoenix Electric Company                                                          Delaware
----------------------------------------------------------------------------------------------
Ray's Plumbing Contractors, Inc.                                                   Florida
----------------------------------------------------------------------------------------------
Regency Electric Company, LLC                                                      Florida
----------------------------------------------------------------------------------------------
Regency Electric Company South Florida Office, Inc.                                Florida
----------------------------------------------------------------------------------------------
Riviera Electric of California, Inc.                                              California
----------------------------------------------------------------------------------------------
Romanoff Electric Corp.                                                              Ohio
----------------------------------------------------------------------------------------------
Roth Companies Incorporated                                                        Indiana
----------------------------------------------------------------------------------------------
Sanders Bros., Inc.                                                             South Carolina
----------------------------------------------------------------------------------------------
Sequoyah Corporation                                                             Washington
----------------------------------------------------------------------------------------------
S. L. Page Corporation                                                             Florida
----------------------------------------------------------------------------------------------
Southeast Mechanical Service, Inc.                                                 Florida
----------------------------------------------------------------------------------------------
Stephen C. Pomeroy, Inc.                                                          Delaware
----------------------------------------------------------------------------------------------
Sun Plumbing, Inc.                                                                 Florida
----------------------------------------------------------------------------------------------
Taylor-Hunt Electric, Inc.                                                           Utah
----------------------------------------------------------------------------------------------
Team Mechanical, Inc.                                                                Utah
----------------------------------------------------------------------------------------------
The Farfield Company                                                              Delaware
----------------------------------------------------------------------------------------------
Tri-City Electrical Contractors, Inc.                                              Florida
----------------------------------------------------------------------------------------------
Tri-M Corporation                                                                Pennsylvania
----------------------------------------------------------------------------------------------
Tri-State Acquisition Corp.                                                        Nevada
----------------------------------------------------------------------------------------------
United Acquisition Corp.                                                             Iowa
----------------------------------------------------------------------------------------------
United Service Alliance, Inc.                                                     Delaware
----------------------------------------------------------------------------------------------
Van's Comfortemp Air Conditioning, Inc.                                            Florida
----------------------------------------------------------------------------------------------
Vantage Mechanical Contractors, Inc.                                              Maryland
----------------------------------------------------------------------------------------------
Vermont Mechanical, Inc.                                                          Delaware
----------------------------------------------------------------------------------------------
Wade's Heating & Cooling, Inc.                                                     Florida
----------------------------------------------------------------------------------------------
Watson Electrical Construction Co.                                              North Carolina
----------------------------------------------------------------------------------------------
Wayzata, Inc.                                                                     Delaware
----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                            Name of Subsidiary                                   Jurisdiction
----------------------------------------------------------------------------------------------
<S>                                                                               <C>
Wiegold & Sons, Inc.                                                               Florida
----------------------------------------------------------------------------------------------
Willis Refrigeration, Air Conditioning & Heating, Inc.                               Ohio
----------------------------------------------------------------------------------------------
Wilson Electric Company, Inc.                                                      Arizona
----------------------------------------------------------------------------------------------
Yale Incorporated                                                                 Minnesota
----------------------------------------------------------------------------------------------
</TABLE>