<PAGE>

                                PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT (this "Agreement") dated as of December 19, 2003
is by and among the parties identified as "Pledgors" on the signature pages
attached hereto and such other parties as may become Pledgors hereunder (each a
"Pledgor" and collectively the "Pledgors") and Bank of America, N.A., as
Administrative Agent (in such capacity, the "Administrative Agent"), for the
ratable benefit of the Lenders.

                                    RECITALS:

         A.       Quanta Services, Inc., a Delaware corporation (the
"Borrower"), the Guarantors identified therein, the Lenders identified therein,
and the Administrative Agent have entered into that certain Credit Agreement
dated as of the date hereof (as amended, modified, supplemented or restated from
time to time, the "Credit Agreement").

         B.       This Agreement is required under the terms of the Credit
Agreement.

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

SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms have
the same meaning assigned to such terms in the Credit Agreement. As used in this
Agreement:

         "Collateral" is defined in Section 2.1.

         "Collateral Proceeds" is defined in Section 2.1(f).

         "Collateral Termination Date" means the first date on which no Loan or
Credit Extension is outstanding under the Credit Agreement, the Commitments have
been permanently terminated, and no other Obligations are due and payable
thereunder or under any other Loan Document.

         "Event of Default" is defined in Section 6.1.

         "Pledged Shares" is defined in Section 2.1(a).

         "Secured Obligations" is defined in Section 2.2.

         "UCC" means the Uniform Commercial Code.

         "Voting Stock" is defined in Section 2.1.

SECTION 2. SECURITY INTEREST AND PLEDGE.

         2.1      Security Interest and Pledge. Subject to the terms of this
Agreement and to secure the Secured Obligations, each Pledgor hereby pledges,
assigns, grants, conveys and transfers to the Administrative Agent for the
ratable benefit of the holders of the Secured Obligations a continuing first
priority security interest in, and a right of set-off against, any and all of
such Pledgor's rights, title and interest in, to and under the following
property, whether now existing or owned, acquired or arising hereafter
(collectively, the "Collateral"):

<PAGE>

                  (a)      all of shares of Capital Stock in the Persons listed
                           on the attached Schedule 2.1(a) and any other
                           entities which hereafter become Subsidiaries of such
                           Pledgor or any of its Subsidiaries in which such
                           Pledgor has an ownership interest (collectively, the
                           "Companies"), and the certificates or instruments, if
                           any, representing such Capital Stock and all options
                           and other rights, contractual or otherwise, with
                           respect thereto (collectively, the "Pledged Shares");

                  (b)      any other shares of Capital Stock hereafter pledged
                           to the Administrative Agent pursuant to this
                           Agreement;

                  (c)      all "investment property" as such term is defined in
                           Section 9-102(a)(49) of the UCC with respect thereto;

                  (d)      any "security entitlement" as such term is defined in
                           Section 8-102(a)(l7) of the UCC with respect thereto;

                  (e)      all books and records relating to the foregoing; and

                  (f)      all Accessions and Proceeds (as each is defined in
                           the UCC) of the foregoing, including, without
                           limitation, all distributions (cash, stock, or
                           otherwise), dividends, stock dividends, securities,
                           cash, instruments, rights to subscribe, purchase, or
                           sell, and other property, rights, and interest that
                           such Pledgor is at any time entitled to receive or is
                           otherwise distributed in respect of, or in exchange
                           for, any or all of the Collateral, and without
                           affecting the obligations of such Pledgor under any
                           provision of the Credit Agreement, in the event of
                           any consolidation or merger in which such Pledgor is
                           not the surviving corporation, all shares of each
                           class or Capital Stock of the successor entity formed
                           by or resulting from such consolidation or merger
                           (all of the foregoing described in this clause (f),
                           the "Collateral Proceeds");

provided, that in no event shall the Administrative Agent's security interest
encumber capital stock or membership interests of any of the Companies which is
a "controlled foreign corporation" (within the meaning of the Internal Revenue
Code) representing more than sixty-five percent (65%) of the combined voting
power of all classes of stock or membership interests entitled to vote (the
"Voting Stock") of any such entity.

         Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that a Pledgor may from time to time
hereafter deliver additional Capital Stock to the Administrative Agent as
collateral security for the Secured Obligations. Upon delivery to the
Administrative Agent, such additional Capital Stock shall be deemed to be part
of the Collateral of such Pledgor and shall be subject to the terms of this
Pledge Agreement whether or not Schedule 2.1(a) is amended to refer to such
additional Capital Stock.

         2.2      Secured Obligations. The Collateral shall secure (subject to
Section 7.14 hereof) the following obligations, indebtedness and liabilities,
without duplication (all such obligations, indebtedness and liabilities being
hereinafter sometimes called the "Secured Obligations"):

         (a)      all of the obligations of the Loan Parties to the Lenders
                  (including the L/C Issuer, the Credit-Linked L/C Issuer and
                  the Swing Line Lender) and the Administrative Agent under the
                  Credit Agreement and the other Loan Documents (including, but
                  not limited to, any interest accruing after the commencement
                  by or against any Loan Party of a proceeding under any

                                       2
<PAGE>

                  Debtor Relief Laws, regardless of whether such interest is an
                  allowed claim under such proceeding), whether now existing or
                  hereafter arising, due or to become due, direct or indirect,
                  absolute or contingent, howsoever evidenced, created, held or
                  acquired, whether primary, secondary, direct, contingent, or
                  joint and several, as such obligations may be amended,
                  modified, increased, extended, renewed or replaced from time
                  to time;

         (b)      all of the obligations owing by the Loan Parties under any
                  Swap Contract with any Lender or any Affiliate of a Lender,
                  whether now existing or hereafter arising;

         (c)      all indemnity obligations of the Loan Parties under the Credit
                  Agreement; and

         (d)      all costs and expenses incurred in connection with enforcement
                  and collection of the foregoing obligations, including
                  reasonable attorneys' fees.

         2.3      Delivery of the Collateral. Each Pledgor hereby agrees that:

         (a)      Delivery of Certificates. Each Pledgor shall deliver to the
                  Administrative Agent (i) simultaneously with or prior to the
                  execution and delivery of this Pledge Agreement, all
                  certificates representing the Pledged Shares of such Pledgor
                  and (ii) promptly upon the receipt thereof by or on behalf of
                  a Pledgor, all other certificates and instruments constituting
                  Collateral of a Pledgor. Prior to such delivery to the
                  Administrative Agent, all such certificates and instruments
                  constituting Collateral of a Pledgor shall be held in trust by
                  such Pledgor for the benefit of the Administrative Agent
                  pursuant hereto. All such certificates shall be delivered in
                  suitable form for transfer by delivery or shall be accompanied
                  by duly executed instruments of transfer or assignment in
                  blank, substantially in the form provided in Schedule 2.3(a)
                  attached hereto.

         (b)      Financing Statements. Each Pledgor authorizes the
                  Administrative Agent to file one or more financing statements
                  (with collateral descriptions broader, including without
                  limitation "all assets" and/or "all personal property"
                  collateral descriptions, and/or less specific than the
                  description of the Collateral contained herein) disclosing the
                  Administrative Agent's security interest in the Collateral.
                  Each Pledgor agrees to execute and deliver to the
                  Administrative Agent such financing statements and other
                  filings as may be reasonably requested by the Administrative
                  Agent in order to perfect and protect the security interest
                  created hereby in the Collateral of such Pledgor.

SECTION 3. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and warrants
to the Administrative Agent for the benefit of the holders of the Secured
Obligations, that so long as any of the Secured Obligations remain outstanding
and until all of the commitments relating thereto have been terminated:

         3.1      Title. Such Pledgor owns or, with respect to Collateral
acquired after the date hereof, such Pledgor will own, legally and beneficially,
the Collateral free and clear of any Lien, security interest, pledge, claim, or
other encumbrance or any right or option on the part of any third person to
purchase or otherwise acquire the Collateral or any part thereof, except for the
security interest granted hereunder and Permitted Liens. Such Pledgor has the
unrestricted right to pledge the Collateral as contemplated hereby, and there
exists no "adverse claim" within the meaning of Section 8-102 of the UCC with
respect to the Collateral.

         3.2      Organization and Authority. Neither the execution, delivery or
performance by such Pledgor of this Agreement nor compliance by it with the
terms and provisions hereof, nor the

                                       3
<PAGE>

consummation of the transactions contemplated herein, will (i) contravene any
applicable provision of any law, statute, rule or regulation, or any order,
writ, injunction or decree of any court or governmental instrumentality; or (ii)
conflict with or result in any breach of any term, covenant, condition or other
provision of, or constitute a default under, or (other than pursuant to the
Collateral Documents) result in the creation or imposition of (or the obligation
to create or impose) any Lien upon any of the property or assets of such Pledgor
under the terms of any contractual obligation to which such Pledgor is a party
or by which it or any of its properties or assets are bound or to which it may
be subject.

         3.3      First Priority Perfected Security Interest. This Agreement has
been duly authorized, executed and delivered by such Pledgor. This Agreement
creates a valid security interest in favor of the Administrative Agent for the
benefit of the Lenders in the Collateral. The taking of possession by the
Administrative Agent of the certificates representing the Pledged Shares and all
other certificates and instruments constituting Collateral will perfect and
establish the first priority of the Administrative Agent's security interest in
the Pledged Shares consisting of certificated securities and, when properly
perfected by filing or registration, in all other Collateral represented by such
Pledged Shares and instruments securing the Secured Obligations. Except as set
forth in this Section 3.3 and except as may be required by applicable foreign
laws affecting the pledge of Capital Stock of Foreign Subsidiaries, no action is
necessary to perfect or otherwise protect such security interest.

         3.4      Partnership and Membership Interests. Except as previously
disclosed to the Administrative Agent, none of the Pledged Shares consisting of
partnership or limited liability company interests (i) is dealt in or traded on
a securities exchange or in a securities market, (ii) by its terms expressly
provides that it is a security governed by Article 8 of the UCC, (iii) is an
investment company security, (iv) is held in a securities account or (v)
constitutes a Security or a Financial Asset (as each is defined in the UCC).

         3.5      No Consent. No consent of, or notice to, any other Person and
no authorization, approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the grant by such
Pledgor of the Liens granted hereby or for the execution, delivery or
performance of this Agreement by such Pledgor, other than the filing of
financing statements and the filing of an investment act notice in connection
with the stock of any Company organized in Canada and except for such other
consents, notices or filings that have been obtained or made or that as of the
date hereof are not required to have been obtained or made and may be obtained
or made, as the case may be, when necessary.

SECTION 4. COVENANTS. Each Pledgor covenants and agrees that so long as any of
the Secured Obligations remain outstanding and until all of the commitments
relating thereto have been terminated such Pledgor shall:

         4.1      Encumbrances. Except as permitted by the Credit Agreement,
each Pledgor shall not create, permit, or suffer to exist, and shall defend the
Collateral against, any Lien on the Collateral except the pledge and security
interest of the Administrative Agent hereunder and except for Permitted Liens,
and shall warrant and defend title to and ownership of the Collateral of such
Pledgor at its own expense against the claims and demands of all other parties
claiming an interest therein and defend such Pledgor's rights in the Collateral
and the Administrative Agent's security interest in the Collateral against the
claims of all persons and entities (other than any person or entity claiming by,
through or under the Administrative Agent or any obligee of the Secured
Obligations).

         4.2      Sale of Collateral. No Pledgor shall sell, assign, or
otherwise dispose of the Collateral or any part thereof except as permitted by
the Credit Agreement.

                                       4
<PAGE>

         4.3      Dividends. If any Pledgor shall become entitled to receive or
shall receive any distribution (including, without limitation, any dividend or
distribution in connection with any reclassification, increase, or reduction of
capital or issued in connection with any reorganization), option or rights
constituting Collateral, whether as an addition to, in substitution of, or in
exchange for any Collateral or otherwise, such Pledgor agrees to accept the same
as the Administrative Agent's agent and to hold the same in trust for the
Administrative Agent and to deliver the same (to the extent in form capable of
delivery) promptly to the Administrative Agent in the exact form received, with
the appropriate endorsement of such Pledgor when necessary, to be held by the
Administrative Agent, as additional Collateral for the Secured Obligations,
subject to the terms hereof. Any sums paid upon or in respect of the Collateral
upon the liquidation or dissolution of the issuer thereof in violation of the
Credit Agreement shall be paid over to the Administrative Agent to be held by it
as additional Collateral for the Secured Obligations subject to the terms hereof
except as otherwise provided in the Credit Agreement; and in case any
distribution shall be made on or in respect of the Collateral while a Default or
an Event of Default shall be continuing or any property shall be distributed
while a Default or an Event of Default shall be continuing upon or with respect
to the Collateral pursuant to any recapitalization or reclassification of the
capital of the issuer thereof or pursuant to any reorganization of the issuer
thereof, the property so distributed shall be delivered to the Administrative
Agent to be held by it, as additional Collateral for the Secured Obligations,
subject to the terms hereof. All sums of money and property so paid or
distributed in respect of the Collateral that are received by such Pledgor
shall, until paid or delivered to the Administrative Agent, be held by such
Pledgor in trust as additional security for the Secured Obligations, provided
that except to the extent that such sums of money or property have theretofore
been applied against the Secured Obligations in accordance with the Credit
Agreement, such sums of money or property shall forthwith be delivered to such
Pledgor at such time as no Default or Event of Default shall be continuing under
the Credit Agreement.

         4.4      Further Assurances. At any time and from time to time, upon
the request of the Administrative Agent, and at the sole expense of such
Pledgor, such Pledgor shall promptly execute and deliver all such further
instruments and documents and take such further action as the Administrative
Agent may deem reasonably necessary or desirable to (a) preserve and perfect its
security interest in the Collateral; (b) enable the Administrative Agent to
exercise and enforce its rights and remedies hereunder in respect of the
Collateral of such Pledgor; and (c) carry out the provisions and purposes of
this Agreement, including, without limitation, (i) the execution and filing of
such financing statements as the Administrative Agent may require and (ii) upon
the occurrence and during the continuance of an Event of Default, if requested
by the Administrative Agent, delivering to the Administrative Agent irrevocable
proxies in respect of the Collateral of such Pledgor.

         4.5      Inspection Rights. Upon reasonable notice from the
Administrative Agent, each Pledgor shall permit the Administrative Agent and its
representatives to examine, inspect, and copy such Pledgor's books and records
concerning ownership of the Collateral at any reasonable time during normal
business hours and as often as the Administrative Agent may desire.

         4.6      Books and Records. Each Pledgor shall mark its books and
records (and shall cause the issuer of the Pledged Shares to mark its books and
records) to reflect the security interest of the Administrative Agent for the
benefit of the holders of the Secured Obligations under this Agreement.

         4.7      Receipt after Default. If any Collateral is received by any
Pledgor during the continuance of an Event of Default, Pledgor shall pay over to
the Administrative Agent all such Collateral on the day received, including the
cash and checks endorsed by such Pledgor evidencing the Collateral. Such Pledgor
shall not commingle the Collateral with any other funds, proceeds or monies of
such Pledgor, and

                                       5
<PAGE>

shall keep such proceeds separate and apart from any other funds, proceeds or
monies of such Pledgor and shall hold the Collateral in trust for the
Administrative Agent until same shall be paid over to the Administrative Agent
as agreed to herein.

         4.8      Pledge of Shares of Controlled Foreign Corporation.

         (a)      In the event that the Collateral hereunder would, but for this
                  Section 4.8(a), represent more than sixty-five percent (65%)
                  of the Voting Stock of a Company which is a controlled foreign
                  corporation, then the number of shares of Voting Stock of such
                  Company in excess of such sixty-five percent (65%)
                  automatically shall be released from the Lien of, and the
                  terms and provisions of, this Agreement.

         (b)      In the event that the Collateral hereunder represents less
                  than sixty-five percent (65%) of the Voting Stock of any
                  Company which is a controlled foreign corporation (or, if
                  less, 100% of the Voting Stock of such Company owned by
                  Pledgor), then such Pledgor will promptly pledge additional
                  capital stock to increase the number of shares pledged
                  hereunder to such sixty-five percent (65%) (or, if less, 100%
                  of the Voting Stock of such Company owned by such Pledgor).

         4.9      Amendments. Not make or consent to any amendment or other
modification or waiver with respect to any of the Collateral of such Pledgor or
enter into any agreement or allow to exist any restriction with respect to any
of the Collateral of such Pledgor that is prohibited under the Credit Agreement
or any other Loan Document.

         4.10     Compliance with Securities Laws. File all reports and other
information now or hereafter required to be filed by such Pledgor with the
United States Securities and Exchange Commission and any other state, federal or
foreign agency in connection with such Pledgor's ownership of the Collateral of
such Pledgor.

         4.11     Issuance or Acquisition of Capital Stock. Not, without
executing and delivering, or causing to be executed and delivered, to the
Administrative Agent such agreements, documents and instruments as the
Administrative Agent may reasonably request for the purpose of perfecting its
security interest therein, issue or acquire any Capital Stock constituting
Collateral consisting of an interest in a partnership or a limited liability
company that (i) is dealt in or traded on a securities exchange or in a
securities market, (ii) by its terms expressly provides that it is a security
governed by Article 8 of the UCC, (iii) is an investment company security, (iv)
is held in a securities account or (v) constitutes a Security or a Financial
Asset (as each is defined in the UCC).

SECTION 5. RIGHTS OF THE ADMINISTRATIVE AGENT AND PLEDGOR.

         5.1      Power of Attorney. Each Pledgor hereby irrevocably and with
the power of substitution constitutes and appoints the Administrative Agent on
behalf of the holders of the Secured Obligations and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead and in the name of each Pledgor or in its own name, from time to time in
the Administrative Agent's discretion during the continuance of an Event of
Default and prior to the Collateral Termination Date, to take any and all action
and to execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this Agreement and, without limiting the
generality of the foregoing, hereby gives the Administrative Agent the power and
right on behalf of the Pledgors and in its own name to do any of the following
after the occurrence and during the continuance of an Event of Default and to
the extent permitted by applicable laws, without notice to or the consent of the
Pledgors:

                                       6
<PAGE>

                  (a)      to demand, sue for, collect, or receive in the name
                           of each Pledgor or in its own name, any money or
                           property at any time payable or receivable on account
                           of or in exchange for any of the Collateral and, in
                           connection therewith, endorse checks, notes, drafts,
                           acceptances, money orders, or any other instruments
                           for the payment of money under the Collateral;

                  (b)      to pay or discharge taxes, liens, security interests,
                           or other encumbrances (other than Permitted Liens)
                           levied or placed on or threatened against the
                           Collateral;

                  (c)      (i) to direct any parties liable for any payment
                           under any of the Collateral to make payment of any
                           and all monies due and to become due thereunder
                           directly to the Administrative Agent or as the
                           Administrative Agent shall direct, (ii) to receive
                           payment of and receipt for any and all monies,
                           claims, and other amounts due and to become due at
                           any time in respect of or arising out of any
                           Collateral; (iii) to sign and endorse any drafts,
                           assignments, proxies, stock powers, verifications,
                           notices, and other documents relating to the
                           Collateral; (iv) to commence and prosecute any suit,
                           actions or proceedings at law or in equity in any
                           court of competent jurisdiction to collect the
                           Collateral or any part thereof and to enforce any
                           other right in respect of any Collateral; (v) to
                           defend any suit, action, or proceeding brought
                           against any Pledgor with respect to any Collateral;
                           (vi) to settle, compromise, or adjust any suit,
                           action, or proceeding described in clause (v) above
                           and, in connection therewith, to give such discharges
                           or releases as the Administrative Agent may deem
                           appropriate; (vii) to exchange any of the Collateral
                           for other property upon any merger, consolidation,
                           reorganization, recapitalization, or other
                           readjustment of the issuer thereof and, in connection
                           therewith, deposit any of the Collateral with any
                           committee, depositary, transfer agent, registrar, or
                           other designated agency upon such terms as the
                           Administrative Agent may determine; (viii) to add or
                           release any guarantor, endorser, surety, or other
                           party to any of the Collateral or the Secured
                           Obligations; (ix) to sell, transfer, pledge, make any
                           agreement with respect to or otherwise deal with any
                           of the Collateral as fully and completely as though
                           the Administrative Agent were the absolute owner
                           thereof for all purposes, and to do, at the
                           Administrative Agent's option and such Pledgor's
                           expense, at any time, or from time to time, all acts
                           and things which the Administrative Agent deems
                           necessary to protect, preserve, or realize upon the
                           Collateral and the Administrative Agent's security
                           interest; (x) to execute and deliver all assignments,
                           conveyances, statements, financing statements,
                           renewal financing statements, security and pledge
                           agreements, affidavits, notices and other agreements,
                           instruments and documents that the Administrative
                           Agent may reasonably deem appropriate in order to
                           perfect and maintain the security interests and liens
                           granted in this Agreement and in order to fully
                           consummate all of the transactions contemplated
                           herein; and (xi) to vote for a shareholder
                           resolution, or to sign an instrument in writing,
                           sanctioning the transfer of any or all of the
                           Collateral into the name of the Administrative Agent
                           or one or more of the holders of the Secured
                           Obligations or into the name of any transferee to
                           whom the Collateral or any part thereof may be sold
                           pursuant to Section 6.2 hereof.

This power of attorney is a power coupled with an interest and shall be
irrevocable. The Administrative Agent shall be under no duty to exercise or
withhold the exercise of any of the rights, powers, privileges,

                                       7
<PAGE>

and options expressly or implicitly granted to the Administrative Agent in this
Agreement, and shall not be liable for any failure to do so or any delay in
doing so. The Administrative Agent shall not be liable for any act or omission
or for any error of judgment or any mistake of fact or law in its individual
capacity or in its capacity as attorney-in-fact except acts or omissions
constituting or resulting from its willful misconduct or gross negligence. This
power of attorney is conferred on the Administrative Agent solely to protect,
preserve, and realize upon its security interest in the Collateral.

         5.2      Voting Rights. Until written notice shall be given to the
Pledgors in accordance with Section 6.2(d) that the Administrative Agent has
exercised its rights under Section 6.2(d) to vote the Collateral (provided,
however, if the Administrative Agent is prevented from providing such notice as
a result of Section 362 of the United States Bankruptcy Code or similar law the
Pledgors shall be entitled to exercise such rights so long as no Event of
Default shall have occurred and be continuing), a Pledgor shall be entitled to
exercise any and all voting and other rights relating or pertaining to the
Collateral or any part thereof and the Administrative Agent shall execute and
deliver (or cause to be executed and delivered) to such Pledgor all such proxies
and other instruments as such Pledgor may reasonably request for the purpose of
enabling such Pledgor to exercise the voting and other rights which it is
entitled to exercise pursuant to this sentence).

         5.3      Collateral Proceeds. Until written notice shall be given to
the Pledgors in accordance with Section 6.2(d) that the Administrative Agent has
exercised its rights under Section 6.2(d) to vote the Collateral, each Pledgor
shall be entitled to receive and collect for its own use all Collateral
Proceeds.

         5.4      Performance by the Administrative Agent of the Pledgors'
Obligations. If an Event of Default has occurred and is continuing or if a
Pledgor fails to perform or comply with any of its agreements contained herein,
the Administrative Agent may perform or cause performance of or compliance with
such agreement and in so doing may expend such sums as the Administrative Agent
may reasonably deem advisable in the performance thereof. All such expenses of
the Administrative Agent so expended, together with interest thereon at the rate
of interest provided in the Credit Agreement, shall be payable by the Pledgors
on a joint and several basis to the Administrative Agent on demand and shall
constitute Secured Obligations secured by this Agreement.

         5.5      The Administrative Agent's Duty of Care. Other than the
exercise of reasonable care in the physical custody of the Collateral while held
by the Administrative Agent hereunder, the Administrative Agent shall have no
responsibility for or obligation or duty with respect to all or any part of the
Collateral or any matter or proceeding arising out of or relating thereto,
including, without limitation, any obligation or duty to collect any sums due in
respect thereof or to protect or preserve any rights against prior parties or
any other rights pertaining thereto, it being understood and agreed that Pledgor
shall be responsible for preservation of all rights in the Collateral. Without
limiting the generality of the foregoing, the Administrative Agent shall be
conclusively deemed to have exercised reasonable care in the custody of the
Collateral if the Administrative Agent takes such action, for purposes of
preserving rights in the Collateral, as Pledgor may reasonably request in
writing, but no failure or omission or delay by the Administrative Agent in
complying with any such request by Pledgor, and no refusal by the Administrative
Agent to comply with any such request by Pledgor, shall of itself be deemed to
be a failure to exercise reasonable care.

SECTION 6. EVENTS OF DEFAULT AND REMEDIES.

         6.1      Events of Default. The Pledgors shall be in default under this
Agreement upon the occurrence of and during the continuation of any of the
events or conditions defined as Events of Default in the Credit Agreement (an
"Event of Default").

                                       8
<PAGE>

         6.2      Rights and Remedies. Prior to the Collateral Termination Date,
upon the occurrence of an Event of Default and so long as the same shall be
continuing, the Administrative Agent shall have the following rights and
remedies to the extent not prohibited by applicable laws:

                  (a)      In addition to all other rights and remedies granted
                           to the Administrative Agent in this Agreement and in
                           any other instrument or agreement securing,
                           evidencing, or relating to the Secured Obligations,
                           the Administrative Agent shall have all of the rights
                           and remedies of a secured party under the UCC of the
                           jurisdiction applicable to the affected Collateral.
                           Without limiting the generality of the foregoing, the
                           Administrative Agent may (i) without demand or notice
                           to the Pledgors, collect, receive, or take possession
                           of the Collateral or any part thereof, (ii) sell or
                           otherwise dispose of the Collateral, or any part
                           thereof, in one or more parcels at public or private
                           sale or sales, at the Administrative Agent's offices
                           or elsewhere, for cash, on credit, or for future
                           delivery without assumption of any credit risk,
                           and/or (iii) bid and become a purchaser at any such
                           sale free of any right or equity of redemption in any
                           of the Pledgors, which right or equity is hereby
                           expressly waived and released by all of the Pledgors.
                           Upon the request of the Administrative Agent, any of
                           the Pledgors shall assemble the Collateral and make
                           it available to the Administrative Agent at any place
                           designated by the Administrative Agent that is
                           reasonably convenient to such Pledgor and the
                           Administrative Agent. Each of the Pledgors agrees
                           that the Administrative Agent shall not be obligated
                           to give more than ten (10) days' prior written notice
                           of the time and place of any public sale or of the
                           time after which any private sale may take place and
                           that such notice shall constitute reasonable notice
                           of such matters. Each of the Pledgors shall be
                           liable, jointly and severally, for all reasonable
                           expenses of retaking, holding, preparing for sale, or
                           the like, and all reasonable attorneys' fees and
                           other reasonable expenses incurred by the
                           Administrative Agent in connection with the
                           collection of the Secured Obligations and the
                           enforcement of the Administrative Agent's rights
                           under this Agreement, in each case during the
                           continuance of an Event of Default, all of which
                           expenses and fees shall constitute additional Secured
                           Obligations secured by this Agreement. The
                           Administrative Agent may apply the Collateral against
                           the Secured Obligations then due and payable in such
                           order and manner as it shall elect in its sole
                           discretion. Each of the Pledgors shall remain liable
                           for any deficiency (subject to Section 7.16 hereof)
                           together with interest thereon at the Default Rate if
                           the proceeds of any sale or disposition of the
                           Collateral are insufficient to pay the Secured
                           Obligations. Each of the Pledgors waives all rights
                           of marshaling in respect of the Collateral.

                  (b)      The Administrative Agent may cause any or all of the
                           Collateral held by it to be transferred into the name
                           of the Administrative Agent or the name or names of
                           the Administrative Agent's nominee or nominees (in
                           each case as pledgee hereunder).

                  (c)      The Administrative Agent shall be entitled to receive
                           all dividends and cash distributions payable in
                           respect of the Collateral. Pledgor shall execute
                           notice letters, in form and substance satisfactory to
                           the Administrative Agent (as and when requested by
                           the Administrative Agent), notifying the Company or
                           Companies of the fact of this Agreement and directing
                           the Company or Companies to make payment directly to
                           the Administrative Agent of all of the distributions
                           which are due and owing to Pledgor by the Company or
                           Companies,

                                       9
<PAGE>

                           and directing the Company or Companies to accompany
                           each transmission of such distributions to the
                           Administrative Agent with a report in such form as
                           the Administrative Agent may reasonably require in
                           order to identify (i) the type of distribution being
                           made, and (ii) the calculations made by the Company
                           or Companies to determine the amount of the
                           distribution distributed to the Administrative Agent.

                  (d)      The Administrative Agent shall have the right, but
                           shall not be obligated to, exercise or cause to be
                           exercised all voting rights and powers in respect of
                           the Collateral, and Pledgor shall deliver to the
                           Administrative Agent, if requested by the
                           Administrative Agent, irrevocable proxies with
                           respect to the Collateral in form satisfactory to the
                           Administrative Agent.

Because of applicable securities laws, including without limitation, the
Securities Act of 1933, as amended, and other applicable state securities laws,
there may be legal restrictions or limitations affecting attempts of the
Administrative Agent to dispose of the Collateral in the enforcement of its
rights and remedies hereunder, the Administrative Agent is hereby authorized by
the Pledgors, but not obligated, upon the occurrence and during the continuance
of an Event of Default, to the extent permitted by applicable law, to sell all
or any part of the Collateral at private sale, subject to investment letters or
in any other manner which will not require the Collateral or any part thereof,
to be registered in accordance with the Securities Act of 1933, as amended, or
the rules and regulations promulgated thereunder, or any other applicable
securities law or regulation. The Pledgors specifically agree that under these
circumstances, such a sale is a commercially reasonable method of disposition of
the Collateral. The Administrative Agent is also hereby authorized by the
Pledgors, but not obligated, to take such actions, give such notices, obtain
such rulings and consents, and do such other things as the Administrative Agent
may deem appropriate in the event of such a sale or disposition of any of the
Collateral. The Pledgors acknowledge that the Administrative Agent may, in its
reasonable discretion, approach a restricted number of potential purchasers and
that a sale under such circumstances may yield a lower price for the Collateral
or any part or parts thereof than would otherwise be obtainable if the same were
registered and sold in the open market, the Pledgors agrees that such private
sale shall constitute a commercially reasonable method of disposing of the
Collateral in view of the time, expense, and potential liability to the parties
of such transactions of registration of the Collateral in accordance with
applicable securities laws.

         6.3      Application of Proceeds. Upon the occurrence and during the
continuation of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of the Collateral, when received by the
Administrative Agent or any of the holders of the Secured Obligations in cash or
its equivalent, will be applied in reduction of the Secured Obligations in the
order set forth in the Credit Agreement.

SECTION 7. MISCELLANEOUS.

         7.1      No Waiver; Cumulative Remedies. No failure on the part of the
Administrative Agent to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power, privilege or remedy under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power, privilege or remedy under this Agreement preclude
any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy. To the fullest extent permitted by applicable laws, the
rights, powers, privileges and remedies provided for in this Agreement are
cumulative and not exclusive of any rights, powers, privileges and remedies
provided by law. The Administrative Agent may exercise any right, power,
privilege or remedy under this Agreement or under applicable law against any
Pledgor without enforcing any rights, powers, privileges or remedies against any
other Pledgor under this Agreement or otherwise, each of the Pledgors expressly
waiving any rights

                                       10
<PAGE>

or requirements that the Administrative Agent or any Lender first enforce any
right, power, privilege or remedy against the Borrower, any other Pledgor or any
other Collateral for the Secured Obligations.

         7.2      Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of each Pledgor and the Administrative Agent for the
benefit of the holders of the Secured Obligations and their respective heirs,
successors, and assigns, except that none of the Pledgors may assign any of its
rights or obligations under this Agreement without the prior written consent of
the Required Lenders under the Credit Agreement except to the extent permitted
by the Credit Agreement. To the fullest extent permitted by law, each Pledgor
hereby releases the Administrative Agent and each holder of the Secured
Obligations, and their respective successors and assigns, from any liability for
any act or omission relating to this Agreement or the Collateral, except for any
liability arising from the gross negligence or willful misconduct of the
Administrative Agent or such holder, or their respective officers, employees or
agents.

         7.3      Notices. All notices required or permitted to be given under
this Agreement shall be given as provided in Section 11.02 of the Credit
Agreement.

         7.4      Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial; Arbitration.

         (a)      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, the LAWS OF THE STATE OF NEW YORK applicable to agreements made
and to be performed entirely within such State; PROVIDED THAT THE PARTIES HERETO
SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PLEDGOR AND
THE ADMINISTRATIVE Agent, ON BEHALF OF ITSELF AND EACH LENDER, CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH PLEDGOR AND THE ADMINISTRATIVE Agent, ON BEHALF OF ITSELF AND
EACH LENDER, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. EACH PLEDGOR AND THE ADMINISTRATIVE Agent, ON BEHALF
OF ITSELF AND EACH LENDER, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

         7.5      Waiver of Right to Trial by Jury.

         EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN
CONTRACT OR TORT OR

                                       11
<PAGE>

OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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

         7.7      Survival of Representations and Warranties. All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive the execution and delivery of this
Agreement, and no investigation by the Administrative Agent or any Lender shall
affect the representations and warranties or the right of the Administrative
Agent or any Lender to rely upon them.

         7.8      Amendments and Waivers. This Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated
except as set forth in Section 11.01 of the Credit Agreement.

         7.9      Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         7.10     Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         7.11     Construction. The Pledgors and the Administrative Agent
acknowledge that each of them has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review this Agreement with its
legal counsel and that this Agreement shall be construed as if jointly drafted
by the Pledgors and the Administrative Agent.

         7.12     Secured Obligations Absolute. The obligations of the Pledgors
under this Agreement shall be absolute and unconditional and shall not be
released, discharged, reduced, or in any way impaired by any circumstance
whatsoever, including, without limitation, any amendment, modification,
extension, or renewal of this Agreement, the Secured Obligations, or any
document or instrument evidencing, securing, or otherwise relating to the
Secured Obligations, or any release, subordination, or impairment of collateral,
or any waiver, consent, extension, indulgence, compromise, settlement, or other
action or inaction in respect of this Agreement, the Secured Obligations, or any
document or instrument evidencing, securing, or otherwise relating to the
Secured Obligations, or any exercise or failure to exercise any right remedy,
power, or privilege in respect of the Secured Obligations.

         7.13     Termination. On the Collateral Termination Date, the Liens
created hereby shall terminate, and the Administrative Agent, at the request and
expense of each Pledgor, forthwith will execute and deliver to such Pledgor a
proper instrument or instruments acknowledging the satisfaction and termination
of the Liens created hereby and will duly assign, transfer and deliver to such
Pledgor (without recourse and without any representation or warranty), such of
the Collateral as may be in the possession of the Lender and as has not
theretofore been sold or otherwise applied pursuant to this Agreement or the
Credit Agreement. Upon such release and redelivery, this Agreement shall
terminate.

                                       12
<PAGE>

         7.14     ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.

         7.15     Other Security. To the extent that any of the Secured
Obligations are now or hereafter secured by property other than the Collateral
(including, without limitation, real and other personal property owned by a
Pledgor), or by a guarantee, endorsement or property of any other Person in
favor of the Administrative Agent on behalf of the holders of the Secured
Obligations, then the Administrative Agent shall have the right to proceed
against such other property, guarantee or endorsement upon the occurrence and
during the continuance of any Event of Default, and the Administrative Agent
shall have the right, in its sole discretion, to determine which rights,
security, liens, security interests or remedies the Administrative Agent shall
at any time pursue, relinquish, subordinate, modify or take with respect
thereto, without in any way modifying or affecting any of them or the Secured
Obligations or any of the rights of the Administrative Agent or the holders of
the Secured Obligations under this Agreement, under any of the other Loan
Documents or under any other document relating to the Secured Obligations.

         7.16     Joint and Several Obligations of Pledgors.

         (a)      Each of the Pledgors is accepting joint and several liability
hereunder in consideration of the financial accommodation to be provided by the
holders of the Secured Obligations, for the mutual benefit, directly and
indirectly, of each of the Pledgors and in consideration of the undertakings of
each of the Pledgors to accept joint and several liability for the obligations
of each of them.

         (b)      Each of the Pledgors jointly and severally hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Pledgors with respect to the payment
and performance of all of the Secured Obligations arising under this Agreement,
the other Loan Documents and any other documents relating to the Secured
Obligations, it being the intention of the parties hereto that all the Secured
Obligations shall be the joint and several obligations of each of the Pledgors
without preferences or distinction among them.

         (c)      Notwithstanding any provision to the contrary contained
herein, in any other of the Loan Documents or in any other documents relating to
the Secured Obligations, the obligations of each Guarantor under the Credit
Agreement, the other Loan Documents and the documents relating to the Secured
Obligations shall be limited to an aggregate amount equal to the largest amount
that would not render such obligations subject to avoidance under Section 548 of
the United States Bankruptcy Code or any comparable provisions of any applicable
state law.

                   [Signatures on immediately following page.]

                                       13
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first written above.

PLEDGOR:                        QUANTA SERVICES, INC.,
                                a Delaware corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                ARBY CONSTRUCTION, INC.
                                AUSTIN TRENCHER, INC.
                                CCLC, INC.
                                CONTI COMMUNICATIONS, INC.
                                CROCE ELECTRIC COMPANY, INC.
                                DILLARD SMITH CONSTRUCTION COMPANY
                                DRIFTWOOD ELECTRICAL CONTRACTORS, INC.
                                GLOBAL ENERCOM MANAGEMENT, INC.
                                GOLDEN STATE UTILITY CO.
                                H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.
                                HAINES CONSTRUCTION COMPANY
                                MANUEL BROS., INC.
                                MEARS GROUP, INC.
                                NETWORK ELECTRIC COMPANY
                                NORTH PACIFIC CONSTRUCTION CO., INC.
                                NORTH SKY COMMUNICATIONS, INC.
                                PARKSIDE SITE & UTILITY COMPANY CORPORATION
                                PARKSIDE UTILITY CONSTRUCTION CORP.
                                PWR FINANCIAL COMPANY
                                QPC, INC.
                                QSI, INC.
                                QUANTA HOLDINGS, INC.
                                QUANTA GOVERNMENT SERVICES, INC.
                                QUANTA LI ACQUISITION, INC.
                                QUANTA LIV ACQUISITION, INC.
                                QUANTA LVII ACQUISITION, INC.
                                QUANTA LVIII ACQUISITION, INC.
                                QUANTA LIX ACQUISITION, INC.
                                QUANTA LX ACQUISITION, INC.
                                QUANTA LXI ACQUISITION, INC.
                                QUANTA LXII ACQUISITION, INC.
                                QUANTA LXIII ACQUISITION, INC.
                                QUANTA LXIV ACQUISITION, INC.
                                QUANTA LXV ACQUISITION, INC.,
                                each a Delaware corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                       14
<PAGE>

                                QUANTA LXVI ACQUISITION, INC.
                                QUANTA LXVII ACQUISITION, INC.
                                QUANTA LXVIII ACQUISITION, INC.
                                QUANTA LXIX ACQUISITION, INC.
                                QUANTA LXX ACQUISITION, INC.
                                QUANTA LXXI ACQUISITION, INC.
                                QUANTA LXXII ACQUISITION, INC.
                                QUANTA LXXIII ACQUISITION, INC.
                                QUANTA UTILITY INSTALLATION CO., INC.
                                R.A. WAFFENSMITH & CO., INC.
                                SOUTHEAST PIPELINE CONSTRUCTION, INC.
                                SOUTHWESTERN COMMUNICATIONS, INC.
                                SPALJ CONSTRUCTION COMPANY
                                SUMTER UTILITIES, INC.
                                TOM ALLEN CONSTRUCTION COMPANY
                                TTGP, INC.
                                TTLP, INC.
                                TXLP, INC.
                                UNDERGROUND CONSTRUCTION CO., INC.
                                VCI TELCOM, INC.
                                W.C. COMMUNICATIONS, INC.,
                                each a Delaware corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                ADVANCED TECHNOLOGIES AND INSTALLATION
                                   CORPORATION,
                                ALLTECK LINE CONTRACTORS (USA), INC.
                                MUSTANG LINE CONTRACTORS, INC.
                                POTELCO, INC.,
                                each a Washington corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                BRADFORD BROTHERS, INC.
                                TTM, INC.,
                                each a North Carolina corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                       15
<PAGE>

                                COMMUNICATION MANPOWER, INC.
                                P.D.G. ELECTRIC COMPANY
                                TRAWICK CONSTRUCTION COMPANY, INC.,
                                each a Florida corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                CROWN FIBER COMMUNICATIONS, INC.,
                                a Virginia corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                ENVIRONMENTAL PROFESSIONAL ASSOCIATES,
                                         LIMITED
                                W.H.O.M. CORPORATION
                                each a California corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                FIVE POINTS CONSTRUCTION CO.
                                MEJIA PERSONNEL SERVICES, INC.
                                TRANS TECH ACQUISITION, INC.
                                SOUTHWEST TRENCHING COMPANY, INC.
                                each a Texas corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                INTERMOUNTAIN ELECTRIC, INC.,
                                a Colorado corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                       16
<PAGE>

                                IRBY CONSTRUCTION COMPANY,
                                a Mississippi corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                OLD LESCO CORPORATION, INC.
                                a South Carolina corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                METRO UNDERGROUND SERVICES, INC.
                                PROFESSIONAL TELECONCEPTS, INC. (IL)
                                each an Illinois corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                PAR ELECTRICAL CONTRACTORS, INC.,
                                a Missouri corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                PROFESSIONAL TELECONCEPTS, INC. (NY),
                                A New York corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                THE RYAN COMPANY, INC.,
                                a Massachusetts corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                       17
<PAGE>

                                UTILCO, INC.,
                                a Georgia corporation

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                QDE, LLC
                                QUANTA DELAWARE, INC.
                                QUANTA ASSET MANAGEMENT LLC
                                each a Delaware limited liability company

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

                                TOTAL QUALITY MANAGEMENT
                                LLC, a Delaware limited
                                liability company COAST TO
                                COAST, LLC, a California
                                limited liability company

                                By:    Environmental Professional Associates,
                                       Limited, Its Member

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                NORTHERN LINE LAYERS, LLC,
                                a Delaware limited liability company

                                By:    PAR Electrical Contractors, Inc.,
                                       Its Member

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                       18
<PAGE>

                                DOT 05, LLC
                                TJADER, L.L.C.
                                OKAY CONSTRUCTION COMPANY, LLC
                                each a Delaware limited liability company

                                By:    Spalj Construction Company,
                                       Its Member

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                LAKE NORMAN PIPELINE, LLC,
                                a North Carolina limited liability company

                                By:    Bradford Brothers, Inc.,
                                       Its Member

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                MEARS/CPG, LLC
                                MEARS ENGINEERING, LLC
                                MEARS/HDD, LLC
                                MEARS SERVICES, LLC
                                each a Michigan limited liability company

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

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                S.K.S. PIPELINERS, LLC, a
                                Delaware limited liability
                                company

                                By:    Arby Construction, Inc., Its Member

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                       19
<PAGE>

                                TNS-VA, LLC,
                                a Delaware limited liability company

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

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                LINECO LEASING, LLC,
                                a Washington limited liability company

                                By:    Mustang Line Contractors, Inc.,
                                       Its Member

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                AIRLAN TELECOM SERVICES, L.P.
                                NORTH HOUSTON POLE LINE, L.P.
                                LINDSEY ELECTRIC, L.P.
                                DIGCO UTILITY CONSTRUCTION, L.P.
                                each a Texas limited partnerships

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

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
                                QUANTA ASSOCIATES, L.P.
                                each a Texas limited partnerships

                                By:    QSI, Inc., Its General Partnership

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                       20
<PAGE>

                                TRANS TECH ELECTRIC, L.P.,
                                a Texas limited partnership

                                By:    TTGP, Inc., Its General Partner

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                PWR NETWORK, LLC,
                                a Delaware limited liability company

                                By:    PWR Financial Company,
                                       Its Sole Member

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                QUANTA RECEIVABLES, L.P.
                                a Delaware limited partnership

                                By: PWR Financial Company, Its General Partner

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                Q RESOURCES, LLC
                                a Delaware limited liability company

                                By:    Quanta Holdings, Inc., Its Member

                                By:    /s/ Dana A. Gordon
                                       -----------------------------------------
                                Name:  Dana A. Gordon
                                Title: Vice President

                                       21
<PAGE>

Accepted and agreed to as of the date first above written.

Bank of America, N.A., as Administrative Agent

By:    /s/ Suzanne M. Paul
       -----------------------------------
Name:  Suzanne M. Paul
Title: Vice President

                                       22
<PAGE>

                                 SCHEDULE 2.1(a)

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
                      ISSUER                                  OWNER                 NO.    OF FORMATION      SHARES   INTEREST
                      ------                                  -----                 ---    ------------      ------   --------
<S>                                                 <C>                            <C>   <C>               <C>       <C>
Advanced Technologies and Installation Corporation    Quanta Services, Inc.          7      Washington       1,000      100%
Airlan Telecom Services, L.P.                                QDE LLC                N/A        Texas          N/A        98%
Airlan Telecom Services, L.P.                       Mejia Personnel Services,       N/A        Texas          N/A         2%
                                                               Inc.
Allteck Line Contractors (USA), Inc.                  Quanta Services, Inc.          2      Washington         100      100%
Allteck Line Contractors, Inc.*                       Quanta Services, Inc.         1C   British Columbia    C-100      100%
                                                                                    1P                       P-485
Arby Construction, Inc.                               Quanta Services, Inc.          2       Delaware        1,000      100%
Austin Trencher, Inc.                                 Quanta Services, Inc.          2       Delaware        1,000      100%
Bradford Brothers, Incorporated                       Quanta Services, Inc.         21    North Carolina     1,165      100%
CCLC, Inc.                                          Conti Communications, Inc.       1       Delaware        1,000      100%
Coast to Coast, LLC                                       Environmental             N/A     California        N/A       100%
                                                     Professional Associates,
                                                             Limited
Communication Manpower, Inc.                        Trawick Construction, Inc.      20        Florida        1,000      100%
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
                      ISSUER                                  OWNER                 NO.    OF FORMATION      SHARES   INTEREST
                      ------                                  -----                 ---    ------------      ------   --------
<S>                                                 <C>                            <C>     <C>             <C>       <C>
Conti Communications, Inc.                            Quanta Services, Inc.          2       Delaware        1,000      100%
Croce Electric Company, Inc.                          Quanta Services, Inc.          2       Delaware        1,000      100%
Crown Fiber Communications, Inc.                      Quanta Services, Inc.          5       Virginia        1,000      100%
Digco Utility Construction, L.P.                             QDE LLC                N/A        Texas          N/A      99.9%
Digco Utility Construction, L.P.                    Mejia Personnel Services,       N/A        Texas          N/A       0.1%
                                                               Inc.
Dillard Smith Construction Company                    Quanta Services, Inc.          2       Delaware        1,000      100%
Dot 05, LLC                                         Spalj Construction Company      N/A      Delaware         N/A       100%
Driftwood Electrical Contractors, Inc.                Quanta Services, Inc.          2       Delaware        1,000      100%
Environmental Professional Associates, Limited        Quanta Services, Inc.         18      California     1,000,000    100%
Five Points Construction Co.                         Underground Construction       37         Texas         4,093      100%
                                                            Co., Inc.
Global Enercom Management, Inc.                       Quanta Services, Inc.          3       Delaware        1,000      100%
Golden State Utility Co.                              Quanta Services, Inc.          2       Delaware        1,000      100%
H. L. Chapman Pipeline Construction, Inc.             Quanta Services, Inc.          2       Delaware        1,000      100%
Haines Construction Company                           Quanta Services, Inc.          2       Delaware        1,000      100%
Intermountain Electric, Inc.                          Quanta Services, Inc.          6       Colorado        1,000      100%
Irby Construction Company                             Quanta Services, Inc.          2      Mississippi      1,000      100%
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
             ISSUER                                           OWNER                 NO.    OF FORMATION      SHARES   INTEREST
             ------                                           -----                 ---    ------------      ------   --------
<S>                                                 <C>                            <C>    <C>                <C>     <C>
Lake Norman Pipeline, LLC                            Bradford Brothers, Inc.        N/A   North Carolina      N/A       100%
Lindsey Electric, L.P.                               North Houston Pole Line,       N/A        Texas          N/A      99.9%
                                                               L.P.
Lindsey Electric, L.P.                                   Mejia Personnel            N/A        Texas          N/A       0.1%
                                                          Services,Inc.
Lineco Leasing, LLC                                 Mustang Line Contractors,       N/A     Washington        N/A       100%
                                                               Inc.
Manuel Bros., Inc.                                    Quanta Services, Inc.          2       Delaware        1,000      100%
Mears Canada Corp.*                                     Mears Group, Inc.            2      Nova Scotia        1        100%
Mears Engineering, LLC                                  Mears Group, Inc.           N/A      Michigan         N/A       100%
Mears Group, Inc.                                     Quanta Services, Inc.          2       Delaware        1,000      100%
Mears HDD, LLC                                          Mears Group, Inc.           N/A      Michigan         N/A       100%
Mears Services, LLC                                     Mears Group, Inc.           N/A      Michigan         N/A       100%
Mears/CPG, LLC                                          Mears Group, Inc.           N/A      Michigan         N/A       100%
Mearsmex S. de R.L. de C.V.*                            Mears Group, Inc.           N/A       Mexico          N/A        90%
Mearsmex S. de R.L. de C.V.*                              Mears/HDD, LLC            N/A       Mexico          N/A        10%
Mejia Personnel Services, Inc.                        Quanta Services, Inc.          4         Texas         1,000      100%
Metro Underground Services, Inc.                      Quanta Services, Inc.          7       Illinois        1,000      100%
Mustang Line Contractors, Inc.                        Quanta Services, Inc.         13      Washington         500      100%
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
                    ISSUER                                    OWNER                 NO.    OF FORMATION      SHARES   INTEREST
                    ------                                    -----                 ---    ------------      ------   --------
<S>                                                 <C>                            <C>    <C>               <C>      <C>
Network Electric Company                              Quanta Services, Inc.           2      Delaware        1,000      100%
North Houston Pole Line, L.P.                                QDE LLC                N/A        Texas           N/A     99.9%
North Houston Pole Line, L.P.                       Mejia Personnel Services,       N/A        Texas           N/A      0.1%
                                                               Inc.
North Pacific Construction Co., Inc.,                 Quanta Services, Inc.           2      Delaware        1,000      100%
North Sky Communications, Inc.                        Quanta Services, Inc.           2      Delaware        1,000      100%
Northern Line Layers, LLC                                 PAR Electrical            N/A      Delaware          N/A      100%
                                                        Contractors, Inc.
Okay Construction Company, LLC                      Spalj Construction Company      N/A      Delaware          N/A      100%
Old Lesco Corporation, Inc.                           Sumter Utilities, Inc.          9   South Carolina    10,000      100%
P.D.G. Electric Co.                                   Quanta Services, Inc.           8       Florida        1,000      100%
PAR Electrical Contractors, Inc.                      Quanta Services, Inc.         100      Missouri          200      100%
Par Internacional, S. de R.L. de C.V.*                Quanta Services, Inc.         N/A       Mexico           N/A       50%
Par Internacional, S. de R.L. de C.V.*                    PAR Electrical            N/A       Mexico           N/A       50%
                                                        Contractors, Inc.
Parkside Site and Utility Company Corporation         Quanta Services, Inc.           2      Delaware        1,000      100%
Parkside Utility Construction Corp.                   Quanta Services, Inc.           2      Delaware        1,000      100%
Potelco, Inc.                                         Quanta Services, Inc.         100     Washington           2      100%
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
             ISSUER                                           OWNER                 NO.    OF FORMATION      SHARES   INTEREST
             ------                                           -----                 ---    ------------      ------   --------
<S>                                                   <C>                          <C>     <C>               <C>     <C>
Professional Teleconcepts, Inc.                       Quanta Services, Inc.         11       Illinois          100       100%
Professional Teleconcepts, Inc.                       Quanta Services, Inc.         11       New York          100      100%
PWR Financial Company                                 Quanta Services, Inc.          1       Delaware         1000      100%
PWR Network, LLC                                      PWR Financial Company         N/A      Delaware          N/A      100%
Q Resources, LLC                                      Quanta Holdings, Inc.         N/A      Delaware          N/A      100%
QDE LLC                                               PWR Financial Company         N/A      Delaware          N/A      100%
QPC, Inc.                                             Quanta Services, Inc.          2       Delaware        1,000      100%
QSI, Inc.                                             Quanta Holdings, Inc.          2       Delaware        1,000      100%
Quanta Asset Management LLC                                 QSI, Inc.               N/A      Delaware          N/A      100%
Quanta Associates, L.P.                              Quanta Asset Management,       N/A        Texas           N/A     99.9%
                                                               LLC
Quanta Associates, L.P.                                     QSI, Inc.               N/A        Texas           N/A      0.1%
Quanta Delaware, Inc.                                 Quanta Holdings, Inc.          2       Delaware        1,000      100%
Quanta Government Services, Inc.                      Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta Holdings, Inc.                                 Quanta Services, Inc.          1       Delaware        8,000      100%
Quanta LI Acquisition, Inc.                           Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LIV Acquisition, Inc.                          Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LIX Acquisition, Inc.                          Quanta Services, Inc.          1       Delaware        1,000      100%
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
            ISSUER                                            OWNER                 NO.    OF FORMATION      SHARES   INTEREST
            ------                                            -----                 ---    ------------      ------   --------
<S>                                                   <C>                          <C>     <C>               <C>     <C>
Quanta LVII Acquisition, Inc.                         Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LVIII Acquisition, Inc.                        Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LX Acquisition, Inc.                           Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXI Acquisition, Inc.                          Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXII Acquisition, Inc.                         Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXIII Acquisition, Inc.                        Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXIV Acquisition, Inc.                         Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXIX Acquisition, Inc.                         Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXV Acquisition, Inc.                          Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXVI Acquisition, Inc.                         Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXVII Acquisition, Inc.                        Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXVIII Acquisition, Inc.                       Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXX Acquisition, Inc.                          Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXXI Acquisition, Inc.                         Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXXII Acquisition, Inc.                        Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta LXXIII Acquisition, Inc.                       Quanta Services, Inc.          1       Delaware        1,000      100%
Quanta Receivables, L.P.                                     QDE LLC                N/A      Delaware         N/A        99%
</TABLE>

                                       28
<PAGE>

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
                      ISSUER                                  OWNER                 NO.    OF FORMATION      SHARES   INTEREST
                      ------                                  -----                 ---    ------------      ------   --------
<S>                                                 <C>                            <C>   <C>                <C>      <C>
Quanta Receivables, L.P.                                 PWR Network, LLC           N/A      Delaware         N/A         1%
Quanta Services Management Partnership, L.P.          Quanta Delaware, Inc.         N/A        Texas          N/A        99%
Quanta Services Management Partnership, L.P.                QSI, Inc.               N/A        Texas          N/A         1%
Quanta Services of Canada Ltd.*                       Quanta Services, Inc.         C-2  British Columbia     C-10      100%
                                                                                    P-2                     P-3,499
Quanta Utility Installation Company, Inc.             Quanta Services, Inc.          2       Delaware        1,000      100%
R.A. Waffensmith & Co., Inc.                          Quanta Services, Inc.          2       Delaware        1,000      100%
S.K.S. Pipeliners, LLC                               Arby Construction, Inc.        N/A      Delaware         N/A       100%
Servicios Par Electric, S. de R.L. de C.V.*           Quanta Services, Inc.         N/A       Mexico          N/A        50%
Servicios Par Electric, S. de R.L. de C.V.*               PAR Electrical            N/A       Mexico          N/A        50%
                                                        Contractors, Inc.
Southeast Pipeline Construction, Inc.                 Quanta Services, Inc.          2       Delaware        1,000      100%
Southwest Trenching, Inc.                             Quanta Services, Inc.          2         Texas         1,000      100%
Southwestern Communications, Inc.                     Quanta Services, Inc.          2       Delaware        1,000      100%
Spalj Construction Company                            Quanta Services, Inc.          2       Delaware        1,000      100%
Sumter Utilities, Inc.                                Quanta Services, Inc.          3       Delaware        1,000      100%
The Ryan Company, Inc.                                Quanta Services, Inc.         19     Massachusetts     1,000      100%
Tjader, LLC                                         Spalj Construction Company      N/A      Delaware         N/A       100%
</TABLE>

                                       29
<PAGE>

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
                 ISSUER                                       OWNER                 NO.    OF FORMATION      SHARES   INTEREST
                 ------                                       -----                 ---    ------------      ------   --------
<S>                                                  <C>                           <C>    <C>                <C>     <C>
TNS-VA, LLC                                                Professional             N/A      Delaware         N/A       100%
                                                        Teleconcepts, Inc.
Tom Allen Construction Company                        Quanta Services, Inc.          2       Delaware        1,000      100%
Total Quality Management Services, LLC                    Environmental             N/A      Delaware         N/A       100%
                                                     Professional Associates,
                                                             Limited
Trans Tech Acquisition, Inc.                          Quanta Services, Inc.          1         Texas         1,000      100%
Trans Tech Electric, L.P.                                   TTGP, Inc.              N/A        Texas          N/A         1%
Trans Tech Electric, L.P.                                   TTLP, Inc.              N/A        Texas          N/A        99%
Trawick Construction Company, Inc.                    Quanta Services, Inc.         53        Florida        1,000      100%
TTGP, Inc.                                            Quanta Services, Inc.          2       Delaware        1,000      100%
TTLP, Inc.                                            Quanta Services, Inc.          2       Delaware        1,000      100%
TTM, Inc.                                             Quanta Services, Inc.          9    North Carolina     1,000      100%
TXLP, Inc.                                            Quanta Services, Inc.          2       Delaware        1,000      100%
Underground Construction Co., Inc.                    Quanta Services, Inc.          2       Delaware        1,000      100%
Utilco, Inc.                                          Quanta Services, Inc.         12        Georgia        1,000      100%
VCI Telcom, Inc.                                      Quanta Services, Inc.          2       Delaware        1,000      100%
</TABLE>

                                       30
<PAGE>

<TABLE>
<CAPTION>
                                                                                             ISSUER'S                   % OF
                                                                                   CERT    JURISDICTION      NO. OF  OWNERSHIP
           ISSUER                                             OWNER                 NO.    OF FORMATION      SHARES   INTEREST
           ------                                             -----                 ---    ------------      ------   --------
<S>                                                   <C>                          <C>     <C>               <C>     <C>
W. C. Communications, Inc.                            Quanta Services, Inc.          2       Delaware        1,000      100%
W.H.O.M. Corporation                                  Quanta Services, Inc.         14      California       1,000      100%
</TABLE>

                                       31
<PAGE>

                                 SCHEDULE 2.3(a)

                         Form of Irrevocable Stock Power

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to

the following shares of capital stock of ____________________, a ____________
corporation:

         Number of Shares                      Certificate Number

and irrevocably appoints __________________________________ its agent and
attorney-in-fact to transfer all or any part of such capital stock and to take
all necessary and appropriate action to effect any such transfer. The agent and
attorney-in-fact may substitute and appoint one or more persons to act for him.

                                                     [HOLDER]

                                                     By: _______________________
                                                         Name:
                                                         Title: