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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT


         This Employment Agreement (the "Agreement") by and between Integrated
Electrical Services, Inc., a Delaware corporation ("IES"), and H. David Ramm
("Executive") is hereby entered into effective as of this 20th day of March,
2000 (the "Effective Date").

                                    RECITALS

         As of the Effective Date, IES and the subsidiary companies of IES
(collectively, the "IES Companies") are engaged primarily in the providing of
electrical contracting services.

         Executive is employed hereunder by IES in a confidential relationship
wherein Executive, in the course of his employment with IES, has and will
continue to become familiar with and aware of information as to IES' customers
and specific manner of doing business, including the processes, techniques and
trade secrets utilized by IES, and future plans with respect thereto, all of
which has been and will be established and maintained at great expense to IES.
This information is a trade secret and constitutes the valuable goodwill of IES.

         Therefore, in consideration of the mutual promises, terms, covenants
and conditions set forth herein and the performance of each, it is hereby agreed
as follows:

                                   AGREEMENTS

         1. Employment and Duties.

                  (a) IES hereby employs Executive as Chief Executive Officer
         ("CEO") of IES. As such, Executive shall have responsibilities, duties
         and authority reasonably accorded to, expected of and consistent with
         Executive's position as Chief Executive Officer of IES. Executive
         hereby accepts this employment upon the terms and conditions herein and
         agrees to devote substantially all of his time, attention and efforts
         to promote and further the business and interests of IES and its
         affiliates.

                  (b) Executive shall faithfully adhere to, execute and fulfill
         all lawful policies established by IES.

                  (c) Executive shall not, during the term of his employment
         hereunder, engage in any other business activity pursued for gain,
         profit or other pecuniary advantage if such activity interferes in any
         material respect with Executive's duties and responsibilities
         hereunder. The foregoing limitations shall not be construed as
         prohibiting Executive from making personal investments in such form or
         manner as will neither require his services in the operation or affairs
         of the companies or enterprises in which such investments are made nor
         violate the terms of paragraph 3 hereof.

                  (d) Executive shall be entitled to vacation in accordance with
         the policies of IES.

                  (e) Upon his employment as CEO, IES will also elect Executive
         as a member of the Board of Directors of IES.


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         2. Compensation. For all services rendered by Executive, IES shall
compensate Executive as follows:

                  (a) Base Salary. The base salary payable to Executive during
         the term shall be $350,000 per year, payable in accordance with IES'
         payroll procedures for officers, but not less frequently than monthly.
         Such base salary may be increased from time to time, at the discretion
         of the Board of Directors of IES (the "IES Board"), in light of the
         Executive's position, responsibilities and performance.

                  (b) Executive Perquisites, Benefits and Other Compensation.
         Executive shall be entitled to receive additional benefits and
         compensation from IES in such form and to such extent as specified
         below:

                           (i) Reimbursement for all business travel and other
                  out-of-pocket expenses (including those costs to maintain any
                  professional certifications held or obtained by Executive)
                  reasonably incurred by Executive in the performance of his
                  duties pursuant to this Agreement and in accordance with IES'
                  policy for executives of IES. All such expenses shall be
                  appropriately documented in reasonable detail by Executive
                  upon submission of any request for reimbursement, and in a
                  format and manner consistent with IES' expense reporting
                  policy.

                           (ii) Executive shall, subject to the satisfaction of
                  any general eligible criteria, be eligible to participate in
                  all compensation and benefit plans and programs as are
                  maintained from time to time for executives of IES.

                           (iii) Executive shall receive four weeks of paid
                  vacation per year.

                           (iv) IES shall provide Executive with such other
                  perquisites as may be deemed appropriate for Executive by the
                  IES Board.

                           (v) On the date of the Agreement, Executive will be
                  granted an employee stock option to purchase 132,500 shares of
                  IES Common Stock with an exercise price equal to the closing
                  price on the New York Stock Exchange of the IES Common Stock
                  on such day and will vest based on the following schedule:

<TABLE>
<S>                                                                 <C>
                               First day of employment                40%
                               First anniversary of employment        55%
                               Second anniversary of employment       70%
                               Third anniversary of employment        85%
                               Fourth anniversary of employment      100%
</TABLE>

                           While Executive is the CEO of IES, he will
                  participate in the IES bi-annual stock option grant program
                  for its officers subject to the terms of the applicable stock
                  option plan. The program currently provides that Executive
                  will receive an option to purchase 32,500 shares of IES common
                  stock with an exercise price equal to fair market value of the
                  IES common stock on the date of grant in October 2000, and an
                  option to purchase 32,500 shares of IES common stock with an
                  exercise price equal to fair market value of the IES common
                  stock on the date of grant in April 2001.


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                           (vi) Provided Executive is CEO of IES on September
                  30, 2000, IES shall pay Executive a cash payment of $300,000,
                  minus all applicable withholdings required by law.

                           Additionally, while Executive is the CEO of IES, he
                  may receive an incentive payment equal to one-fourth (1/4) of
                  Executive's total cash compensation earned as set forth in
                  paragraphs 2(a) and 2(b)(vi) above (i.e., salary paid to
                  Executive during the fiscal year plus the bonus payment earned
                  as described in the preceding paragraph) if IES has earned in
                  excess of $0.75 per fully diluted share for its fiscal year
                  ended September 30, 2000 (October 1, 1999 to September 30,
                  2000). The amount of such incentive payment will increase by
                  5% for each $0.01 in excess of $0.75 (i.e., the amount to be
                  paid as calculated in the previous sentence will increase by
                  5% for $0.01 in excess of $0.75 and by a total of 10% for
                  $0.02 in excess of $0.75). This incentive payment will be paid
                  one-half in cash and one-half in IES common stock with a fair
                  market value determined on September 30, 2000. IES anticipates
                  offering a similar bonus potential related to earnings per
                  share and the price of the IES common stock on September 30,
                  2001. IES will determine such targets following September 30,
                  2000. The actual payout of the bonus payments and incentive
                  payment are typically made in December of each year.

                           (vii) Executive will be granted a contingent right to
                  receive 400,000 shares of IES Common Stock in accordance with
                  IES standard grants and, assuming Executive is employed by IES
                  on such dates, such award will vest based on the following
                  schedule:

<TABLE>
<S>                                    <C>
                                        First anniversary of employment 25%
                                       Second anniversary of employment 50%
                                        Third anniversary of employment 75%
                                       Fourth anniversary of employment 100%
</TABLE>

                  ; provided, if Executive terminates his employment other than
                  for Good Reason (as hereinafter defined) and such award is not
                  100% vested, then Executive shall forfeit and return to the
                  Company 15% of such vested shares.

         3. Non-Competition Agreement.

                  (a) Executive recognizes that IES' willingness to enter into
         this Agreement is based in material part on Executive's agreement to
         the provisions of this paragraph 3 and that Executive's breach of the
         provisions of this paragraph 3 could materially damage IES. Subject to
         the further provisions of this Agreement, Executive will not, during
         the term of his employment with IES, and for a period of two years
         immediately following the termination of such for any reason
         whatsoever, either for Cause or in the event the Executive terminates
         his employment without Good Reason, except as may be set forth herein,
         directly or indirectly, for himself or on behalf of or in conjunction
         with any other person, company, partnership, corporation or business of
         whatever nature:

                           (i) engage, as an officer, director, shareholder,
                  owner, partner, joint venturer, or in a managerial capacity,
                  whether as an employee, independent contractor, consultant or
                  advisor, or as a sales representative, in any electrical
                  contracting business in direct competition with any IES
                  Company within 100 miles of where any IES Company conducts
                  business, including any territory


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                  serviced by an IES Company during the term of Executive's
                  employment (the "Territory");

                           (ii) call upon any person who is, at that time, an
                  employee of an IES Company for the purpose or with the intent
                  of enticing such employee away from or out of the employ of
                  the IES Company;

                           (iii) call upon any person or entity which is, at
                  that time, or which has been, within one year prior to that
                  time, a customer of an IES Company within the Territory for
                  the purpose of soliciting or selling electrical contracting
                  products or services in direct competition with the IES
                  Companies within the Territory;

                           (iv) call upon any prospective acquisition candidate,
                  on Executive's own behalf or on behalf of any competitor,
                  which candidate was, to Executive's knowledge after due
                  inquiry, either called upon by an IES Company or for which an
                  IES Company made an acquisition analysis, for the purpose of
                  acquiring such entity; or

                           (v) disclose customers, whether in existence or
                  proposed, of IES to any person, firm, partnership, corporation
                  or business for any reason or purpose whatsoever except to the
                  extent that IES has in the past disclosed such information to
                  the public for valid business reasons.

                  Notwithstanding the above, the foregoing covenant shall not be
         deemed to prohibit Executive from acquiring as an investment not more
         than 1% of the capital stock of a competing business, whose stock is
         traded on a national securities exchange, the Nasdaq Stock Market or on
         an over-the-counter or similar market, unless the Board of Directors of
         IES consents to such acquisition.

                  (b) Because of the difficulty of measuring economic losses to
         IES as a result of a breach of the foregoing covenant, and because of
         the immediate and irreparable damage that could be caused to IES for
         which they would have no other adequate remedy, Executive agrees that
         foregoing covenant may be enforced by IES, in the event of breach by
         him, by injunctions and restraining orders. Executive further agrees to
         waive any requirement for IES' securing or posting of any bond in
         connection with such remedies.

                  (c) It is agreed by the parties that the foregoing covenants
         in this paragraph 3 impose a reasonable restraint on Executive in light
         of the activities and business of the IES Companies on the date of the
         execution of this Agreement and the current plans of the IES Companies;
         but it is also the intent of IES and Executive that such covenants be
         construed and enforced in accordance with the changing activities,
         business and locations of the IES Companies throughout the term of this
         covenant, whether before or after the date of termination of the
         employment of Executive, unless the Executive was conducting such new
         business prior to any IES Company conducting such new business. For
         example, if, during the term of this Agreement, an IES Company engages
         in new and different activities, enters a new business or establishes
         new locations for its current activities or business in addition to or
         other than the activities or business enumerated under the Recitals
         above or the locations currently established therefor, then Executive
         will be precluded from soliciting the customers or employees of such
         new activities or business or from such new location and from directly
         competing with such new business within 100 miles of its
         then-established operating location(s) through the term of this


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         covenant, unless the Executive was conducting such new business prior
         to any IES Company conducting such new business.

                  (d) It is further agreed by the parties hereto that, in the
         event that Executive shall cease to be employed hereunder and shall
         enter into a business or pursue other activities not in competition
         with the electrical contracting activities of the IES Companies or
         similar activities or business in locations the operation of which,
         under such circumstances, does not violate clause (a)(i) of this
         paragraph 3, and in any event such new business, activities or location
         are not in violation of this paragraph 3 or of Executive's obligations
         under this paragraph 3, if any, Executive shall not be chargeable with
         a violation of this paragraph 3 if the IES Companies shall thereafter
         enter the same, similar or a competitive (i) business, (ii) course of
         activities or (iii) location, as applicable.

                  (e) The covenants in this paragraph 3 are severable and
         separate, and the unenforceability of any specific covenant shall not
         affect the provisions of any other covenant. Moreover, in the event any
         court of competent jurisdiction shall determine that the scope, time or
         territorial restrictions set forth are unreasonable, then it is the
         intention of the parties that such restrictions be enforced to the
         fullest extent which the court deems reasonable, and the Agreement
         shall thereby be reformed.

                  (f) All of the covenants in this paragraph 3 shall be
         construed as an agreement independent of any other provision in this
         Agreement, and the existence of any claim or cause of action of
         Executive against IES or IES, whether predicated on this Agreement or
         otherwise, shall not constitute a defense to the enforcement by IES or
         IES of such covenants. It is specifically agreed that the period of two
         years (subject to the further provisions of this Agreement) following
         termination of employment stated at the beginning of this paragraph 3,
         during which the agreements and covenants of Executive made in this
         paragraph 3 shall be effective, shall be computed by excluding from
         such computation any time during which Executive is in violation of any
         provision of this paragraph 3.

                  (g) IES and the Executive hereby agree that this covenant is a
         material and substantial part of this transaction.

         4. Term; Termination; Rights on Termination. The term of this Agreement
shall begin on the Effective Date and continue for three years (the "Initial
Term") and, unless terminated sooner as herein provided, shall continue on a
year-to-year basis on the same terms and conditions contained herein in effect
as of the time of renewal (the "Extended Term"); provided, however, upon a
Change in Control (as defined in paragraph 9(d)) the term of this Agreement
shall automatically continue following such Change in Control for a period equal
to the then remaining term or two years, whichever period is longer, unless
earlier terminated as provided in paragraph 9. This Agreement and Executive's
employment may be terminated in any one of the following ways:

                  (a) Death. The death of Executive shall immediately terminate
         this Agreement with no severance compensation due to Executive's
         estate.

                  (b) Disability. If, as a result of incapacity due to physical
         or mental illness or injury, Executive shall have been absent from his
         full-time duties hereunder for four consecutive months, then 30 days
         after receiving written notice (which notice may occur before or after
         the end of such four-month period, but which shall not be effective
         earlier


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         than the last day of such four-month period), IES may terminate
         Executive's employment hereunder, provided that Executive is unable to
         resume his full-time duties at the conclusion of such notice period.
         Also, Executive may terminate his employment hereunder if his health
         should become impaired to an extent that makes the continued
         performance of his duties hereunder hazardous to his physical or mental
         health, provided that Executive shall have furnished IES with a written
         statement from a doctor reasonably acceptable to IES to such effect and
         provided, further, that, at IES' request made within 30 days of the
         date of such written statement, Executive shall submit to an
         examination by a doctor selected by IES who is reasonably acceptable to
         Executive or Executive's doctor and such second doctor shall have
         concurred in the conclusion of Executive's doctor. In the event this
         Agreement is terminated as a result of Executive's disability,
         Executive shall receive from IES, in a lump sum payment due within 10
         days of the effective date of termination, six months of base salary at
         the rate then in effect.

                  (c) Cause. IES may terminate this Agreement and Executive's
         employment 10 days after written notice to Executive for "Cause," which
         shall be: (1) Executive's breach of this Agreement; (2) Executive's
         gross negligence in the performance or intentional nonperformance of
         any of Executive's duties and responsibilities hereunder; (3)
         Executive's dishonesty or fraud with respect to the business,
         reputation or affairs of IES or IES; (4) Executive's conviction of a
         felony crime or crime involving moral turpitude; (5) Executive's drug
         or alcohol abuse; or (6) Executive's violation of Company policy (which
         remains uncured or continues 5 days after delivery of written notice).
         In the event of a termination for Cause, Executive shall have no right
         to any severance compensation.

                  (d) Without Cause. Executive may, without Good Reason (as
         hereinafter defined) terminate Executive's employment, effective 30
         days after written notice is provided to IES. Executive may be
         terminated without Cause by IES during either the Initial Term or
         Extended Term. Should Executive be terminated by IES without Cause or
         should Executive terminate with Good Reason during the Initial Term,
         (i) Executive shall receive from IES, in a lump sum payment due on the
         effective date of termination, the base salary at the rate then in
         effect for whatever time period is remaining under the Initial Term or
         for one year, whichever amount is less and (ii) the contingent stock
         grant made to Executive under paragraph 2(b)(vii) shall immediately
         vest in full. Further, any termination without Cause by IES or by
         Executive for Good Reason shall operate to shorten the period set forth
         in paragraph 3(a) and during which the terms of paragraph 3 apply to
         one year from the date of termination of employment. If Executive
         resigns or otherwise terminates his employment without Good Reason,
         rather than IES terminating his employment pursuant to this paragraph
         4(d), Executive shall receive no severance compensation.

                  Executive shall have "Good Reason" to terminate his employment
         hereunder upon the occurrence of any of the following events, unless
         such event is agreed to in writing by Executive: (a) Executive is
         demoted by means of a material reduction in authority, responsibilities
         or duties to a position of less stature or importance within IES than
         the position described in Section 1 hereof; or (b) Executive's annual
         base salary as then in effect is reduced.

         If Executive's employment as CEO is terminated for any reason,
Executive agrees to immediately resign as a member of the Board of Directors of
IES.


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         5. Return of Company Property. All records, designs, patents, business
plans, financial statements, manuals, memoranda, lists and other property
delivered to or compiled by Executive by or on behalf of IES, IES or any IES
Companies or their representatives, vendors or customers which pertain to the
business of IES or IES or any IES Companies shall be and remain the property of
IES or IES or the IES Company, as the case may be, and be subject at all times
to their discretion and control. Likewise, all correspondence, reports, records,
charts, advertising materials and other similar data pertaining to the business,
activities or future plans of IES or IES or the IES Company which is collected
by Executive shall be delivered promptly to IES without request by it upon
termination of Executive's employment.

         6. Inventions. Executive shall disclose promptly to IES any and all
significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by
Executive, solely or jointly with another, during the period of employment or
within one year thereafter, if conceived during employment, and which are
directly related to the business or activities of IES and which Executive
conceives as a result of his employment by IES. Executive hereby assigns and
agrees to assign all his interests therein to IES or its nominee. Whenever
requested to do so by IES, Executive shall execute any and all applications,
assignments or other instruments that IES shall deem necessary to apply for and
obtain Letters Patent of the United States or any foreign country or to
otherwise protect IES' interest therein.

         7. Trade Secrets. Executive agrees that he will not, during or after
the term of this Agreement, disclose the specific terms of IES' relationships or
agreements with their respective significant vendors or customers or any other
significant and material trade secret of IES or IES, whether in existence or
proposed, to any person, firm, partnership, corporation or business for any
reason or purpose whatsoever.

         8. Confidentiality.

                  (a) Executive acknowledges and agrees that all Confidential
         Information (as defined below) of IES is confidential and a valuable,
         special and unique asset of IES that gives IES an advantage over its
         actual and potential, current and future competitors. Executive further
         acknowledges and agrees that Executive owes IES a fiduciary duty to
         preserve and protect all Confidential Information from unauthorized
         disclosure or unauthorized use, that certain Confidential Information
         constitutes "trade secrets" under applicable laws and, that
         unauthorized disclosure or unauthorized use of IES' Confidential
         Information would irreparably injure IES.

                  (b) Both during the term of Executive's employment and after
         the termination of Executive's employment for any reason (including
         wrongful termination), Executive shall hold all Confidential
         Information in strict confidence, and shall not use any Confidential
         Information except for the benefit of IES, in accordance with the
         duties assigned to Executive. Executive shall not, at any time (either
         during or after the term of Executive's employment), disclose any
         Confidential Information to any person or entity (except other
         employees of IES who have a need to know the information in connection
         with the performance of their employment duties), or copy, reproduce,
         modify, decompile or reverse engineer any Confidential Information, or
         remove any Confidential Information from IES' premises, without the
         prior written consent of the President of IES, or permit any other
         person to do so. Executive shall take reasonable precautions to protect
         the physical security of all documents and other material containing
         Confidential Information (regardless of the medium on which the
         Confidential Information is stored).


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         This Agreement applies to all Confidential Information, whether now
         known or later to become known to Executive.

                  (c) Upon the termination of Executive's employment with IES
         for any reason, and upon request of IES at any other time, Executive
         shall promptly surrender and deliver to IES all documents and other
         written material of any nature containing or pertaining to any
         Confidential Information and shall not retain any such document or
         other material. Within five days of any such request, Executive shall
         certify to IES in writing that all such materials have been returned.

                  (d) As used in this Agreement, the term "Confidential
         Information" shall mean any information or material known to or used by
         or for IES (whether or not owned or developed by IES and whether or not
         developed by Executive) that is not generally known to persons in the
         electrical contracting business. Confidential information includes, but
         is not limited to, the following: all trade secrets of IES; all
         information that IES has marked as confidential or has otherwise
         described to Executive (either in writing or orally) as confidential;
         all nonpublic information concerning IES' products, services,
         prospective products or services, research, product designs, prices,
         discounts, costs, marketing plans, marketing techniques, market
         studies, test data, customers, customer lists and records, suppliers
         and contracts; all Company business records and plans; all Company
         personnel files; all financial information of or concerning IES; all
         information relating to operating system software, application
         software, software and system methodology, hardware platforms,
         technical information, inventions, computer programs and listings,
         source codes, object codes, copyrights and other intellectual property;
         all technical specifications; any proprietary information belonging to
         IES; all computer hardware or software manual; all training or
         instruction manuals; and all data and all computer system passwords and
         user codes.

         9. Change in Control.

                  (a) Executive understands and acknowledges that the Company
         may be merged or consolidated with or into another entity and that such
         entity shall automatically succeed to the rights and obligations of the
         Company hereunder or that the Company may undergo a Change in Control
         (as defined below). In the event a Change in Control is initiated or
         occurs during the Initial Term or Extended Term, then the provisions of
         this paragraph 9 shall be applicable.

                  (b) In the event of a Change in Control wherein the Company
         and Executive have not received written notice at least ten business
         days prior to the date of the event giving rise to the Change in
         Control from the successor to all or a substantial portion of the
         Company's business and/or assets that such successor is willing as of
         the closing to assume and agree to perform the Company's obligations
         under this Agreement in the same manner and to the same extent that the
         Company is hereby required to perform, then Executive may, at
         Executive's sole discretion, elect to terminate Executive's employment
         on such Change in Control by providing written notice to the Company
         prior to the closing of the transaction giving rise to the Change in
         Control. In such case, the applicable provisions of paragraph 4(d) will
         apply as though the Company had terminated Executive without Cause;
         however, the amount of the lump sum severance payment due Executive
         shall be double the amount calculated under the terms of paragraph
         4(d).

                  (c) In any Change in Control situation, Executive may, at
         Executive's sole discretion, elect to terminate Executive's employment
         upon the effective date of such


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         Change in Control by providing written notice to the Company at least
         five business days prior to the closing of the transaction giving rise
         to the Change in Control. In such case, the applicable provisions of
         paragraph 4(d) will apply as though the Company had terminated
         Executive without Cause; however, the amount of the lump sum severance
         payment due Executive shall be double the amount calculated under the
         terms of paragraph 4(d).

                  (d) If, on or within two years following the effective date of
         a Change in Control the Company terminates Executive's employment other
         than for Cause or Executive terminates his employment for Good Reason,
         or if Executive's employment with the Company is terminated by the
         Company within three months before the effective date of a Change in
         Control and it is reasonably demonstrated that such termination (i) was
         at the request of a third party that has taken steps reasonably
         calculated to effect a Change in Control, or (ii) otherwise arose in
         connection with or anticipation of a Change in Control, then Executive
         shall receive from Company, in a lump sum payment due on the effective
         date of termination the equivalent of two years' base salary at the
         rate then in effect.

                  (e) A "Change in Control" shall be deemed to have occurred if:

                           (i) any person, entity or group (as such terms are
                  used in Sections 13(d) and 14(d)(2) of the Securities Exchange
                  Act of 1934, as amended (the "Act"), other than the IES
                  Companies or an employee benefit plan of the IES Companies,
                  acquires, directly or indirectly, the beneficial ownership (as
                  defined in Section 13(d) of the Act) of any voting security of
                  the Company and immediately after such acquisition such person
                  is, directly or indirectly, the beneficial owner of voting
                  securities representing 20% or more of the total voting power
                  of all of the then outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors;

                           (ii) upon the first purchase of the Company's common
                  stock pursuant to a tender or exchange offer (other than a
                  tender or exchange offer made by the Company);

                           (iii) the stockholders of the Company shall approve a
                  merger, consolidation, recapitalization or reorganization of
                  the Company, or a reverse stock split of outstanding voting
                  securities, or consummation of any such transaction if
                  stockholder approval is not obtained, other than any such
                  transaction which would result in at least 75% of the total
                  voting power represented by the voting securities of the
                  surviving entity outstanding immediately after such
                  transaction being beneficially owned by the holders of all of
                  the outstanding voting securities of the Company immediately
                  prior to the transactions with the voting power of each such
                  continuing holder relative to other such continuing holders
                  not substantially altered in the transaction;

                           (iv) the stockholders of the Company shall approve a
                  plan of complete liquidation or dissolution of the Company or
                  an agreement for the sale or disposition by the Company of all
                  or substantially all of the Company's assets; or

                           (v) if, at any time during any period of two
                  consecutive years, individuals who at the beginning of such
                  period constitute the Board cease for any reason to constitute
                  at least a majority thereof, unless the election or nomination


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                  for the election by the Company's stockholders of each new
                  director was approved by a vote of at least two-thirds of the
                  directors then still in office who were directors at the
                  beginning of the period.

                  (f) Notwithstanding anything in this Agreement to the
         contrary, a termination pursuant to paragraph 9(b), (c), or (d) shall
         operate to automatically waive in full the noncompetition restrictions
         imposed on Executive pursuant to paragraph 3(a).

                  (g) If it shall be finally determined that any payment made or
         benefit provided to Executive in connection with a Change in Control of
         the Company, whether or not made or provided pursuant to this
         Agreement, is subject to the excise tax imposed by Section 4999 of the
         Internal Revenue Code of 1986, as amended, or any successor thereto,
         the Company shall pay Executive an amount of cash (the "Additional
         Amount") such that the net amount received by Executive after paying
         all applicable taxes on such Additional Amount shall be equal to the
         amount that Executive would have received if Section 4999 were not
         applicable.

         10. No Prior Agreements. Executive hereby represents and warrants to
IES that the execution of this Agreement by Executive and his employment by IES
and the performance of his duties hereunder will not violate or be a breach of
any agreement with a former employer, client or any other person or entity.
Further, Executive agrees to indemnify IES for any claim, including, but not
limited to, reasonable attorneys' fees and expenses of investigation, by any
such third party that such third party may now have or may hereafter come to
have against IES based upon or arising out of any non-competition agreement,
invention or secrecy agreement between Executive and such third party which was
in existence as of the date of this Agreement.

         11. Assignment; Binding Effect. Executive understands that he has been
selected for employment by IES on the basis of his personal qualifications,
experience and skills. Executive agrees, therefore, that he cannot assign all or
any portion of his performance under this Agreement. Subject to the preceding
two sentences and the express provisions of paragraph 12 below, this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto and their respective heirs, legal representatives, successors and
assigns.

         12. Release. Notwithstanding anything in this Agreement to the
contrary, Executive shall not be entitled to receive any payments pursuant to
this Agreement unless Executive has executed (and not revoked) a general release
of all claims Executive may have against IES and its affiliates in a form of
such release reasonably acceptable to IES.

         13. Complete Agreement. Executive has no oral representations,
understandings or agreements with IES, IES or any of their officers, directors
or representatives covering the same subject matter as this Agreement. This
written Agreement is the final, complete and exclusive statement and expression
of the agreement between IES, IES and Executive and of all the terms of this
Agreement, and it cannot be varied, contradicted or supplemented by evidence of
any prior or contemporaneous oral or written agreements. This written Agreement
may not be later modified, except by a further writing signed by an officer of
IES who must be duly authorized by IES' Board of Directors and Executive, and no
term of this Agreement may be waived except by writing signed by the party
waiving the benefit of such term. Without limiting the generality of the
foregoing, either party's failure to insist on strict compliance with this
Agreement shall not be deemed a waiver thereof.


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<PAGE>   11


         14. Notice. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:

         To IES:                  Law Department
                                  Integrated Electrical Services, Inc.
                                  515 Post Oak Boulevard, Suite 450
                                  Houston, Texas 77027

         To Executive:            H. David Ramm
                                  6320-B Haskell Street
                                  Houston, Texas 77007

Notice shall be deemed given and effective on the earlier of three days after
the deposit in the U.S. mail of a writing addressed as above and sent first
class mail, certified, return receipt requested, or when actually received.
Either party may change the address for notice by notifying the other party of
such change in accordance with this paragraph 13.

         15. Severability; Headings. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.

         16. Dispute Resolutions. Except with respect to injunctive relief as
provided in paragraph 3(b), neither party shall institute a proceeding in any
court or administrative agency to resolve a dispute between the parties before
that party has sought to resolve the dispute through direct negotiation with the
other party. If the dispute is not resolved within two weeks after a demand for
direct negotiation, the parties shall attempt to resolve the dispute through
mediation. If the parties do not promptly agree on a mediator, the parties shall
request the Association of Attorney Mediators in Harris County, Texas to appoint
a mediator certified by the Supreme Court of Texas. If the mediator is unable to
facilitate a settlement of the dispute within a reasonable period of time, as
determined by the mediator, the mediator shall issue a written statement to the
parties to that effect and any unresolved dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by
arbitration, conducted before a panel of three arbitrators in Houston, Texas, in
accordance with the rules of the American Arbitration Association then in
effect. A decision by a majority of the arbitration panel shall be final and
binding. Judgment may be entered on the arbitrators' award in any court having
jurisdiction. The costs and expenses, including reasonable attorneys' fees, of
the prevailing party in any dispute arising under this Agreement will be
promptly paid by the other party.

         17. Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Texas without regard to its conflicts of
law provisions.

         18. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.


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<PAGE>   12


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective for all purposes as of the Effective Date.

                                       INTEGRATED ELECTRICAL SERVICES, INC.


                                      By: /s/ C. BYRON SNYDER
                                          -------------------------------------
                                      Name:   C. Byron Snyder
                                          -------------------------------------
                                      Title: Chairman of the Board of Directors
                                          --------------------------------------



                                        EXECUTIVE

                                         /s/  H. DAVID RAMM
                                        --------------------------------------
                                        H. David Ramm




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