Exhibit 10.2

              FOURTH AMENDMENT TO RESTATED UNDERWRITING, CONTINUING
                       INDEMNITY, AND SECURITY AGREEMENT

      THIS FOURTH AMENDMENT TO RESTATED UNDERWRITING,  CONTINUING INDEMNITY, AND
SECURITY  AGREEMENT ("this Fourth  Amendment") is entered into as of the ___ day
of October, 2007, by and among INTEGRATED ELECTRICAL SERVICES, INC., a Tennessee
corporation,  and  certain of its  Affiliates  and  Subsidiaries  identified  on
Exhibit A, in their capacity as named Principal under any Bond (individually and
collectively "Principal");  and INTEGRATED ELECTRICAL SERVICES, INC., a Delaware
corporation,  and  certain of its  Affiliates  and  Subsidiaries  identified  on
Exhibit B (along with Principal,  individually and collectively  "Indemnitors");
and FEDERAL  INSURANCE  COMPANY,  an Indiana  corporation,  its  Affiliates  and
Subsidiaries  and  their  respective  co-sureties  and  reinsurers,   and  their
respective  successors  and permitted  assigns  (individually  and  collectively
"Surety"). All capitalized terms will have the meaning set out in Section 1.

                              W I T N E S S E T H:

      WHEREAS,  Indemnitors  and  Surety  entered  into  that  certain  Restated
Underwriting,  Continuing Indemnity,  and Security Agreement dated as of May 12,
2006,  as  amended  by First  Amendment  to  Restated  Underwriting,  Continuing
Indemnity,  and Security  Agreement  dated as of October 31, 2006,  Rider to Add
Principal/Indemnitor  and Second Amendment to Restated Underwriting,  Continuing
Indemnity,  and Security  Agreement  dated as of December  28,  2006,  and Third
Amendment to Restated Underwriting, Continuing Indemnity, and Security Agreement
dated as of May 1, 2007 (collectively  "the Agreement"),  the terms of which are
incorporated herein by this reference; and

      WHEREAS,  the parties  desire to enter into this Fourth  Amendment for the
purpose of  amending  and  modifying  the  Agreement,  as set out in this Fourth
Amendment.

      NOW,  THEREFORE,  in  consideration  of the  foregoing  premises and other
mutual considerations, the undersigned agree as follows:

      1.  Definitions.  Unless  otherwise  specifically  defined in this  Fourth
Amendment, all capitalized terms will have the meaning set out in the Agreement.

      2.  Bonds;  Conditions  Precedent  to all Bonds.  The  reference  to a One
Hundred Million Dollars  ($100,000,000)  limitation on Bonded Backlog is deleted
from  paragraph  (m) of Section 3 of the Agreement and replaced with a reference
to One Hundred Fifty Million Dollars ($150,000,000).

      3.  Consent of Lender.  Indemnitors  will obtain the  agreement of Bank of
America,  N.A.  to amend the  existing  Intercreditor  Agreement  to delete  any
limitation on the  aggregate  penal amount of Bonds that may be issued per month
from and after June 1, 2006.

<PAGE>

      4.   Representations  and  Warranties  of  Indemnitors.   Each  Indemnitor
represents and warrants to Surety that all of the representations and warranties
made by  Indemnitors  in the  Agreement  (whether  made as an Indemnitor or as a
Principal)  and in this Fourth  Amendment  are true and correct as applicable to
such  Principal or  Indemnitor in all material  respects,  as of the date hereof
(except to the extent its representations and warranties  specifically relate to
an earlier date).

      5.  Continuing  Effect.  Except as  specifically  set forth in this Fourth
Amendment, the Agreement remains in full force and effect as originally written.

      6.  Counterparts.  This  Fourth  Amendment  may be executed by the parties
independently  in any  number  of  counterparts,  all  of  which  together  will
constitute  but one and the same  instrument  which is valid and effective as if
all parties had executed the same counterpart.

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

                                     SURETY:


                                     FEDERAL INSURANCE COMPANY

                                     By: _______________________________________
                                     Its: ______________________________________

                                     PRINCIPAL:


                                     INTEGRATED ELECTRICAL SERVICES, INC.

                                     By: _______________________________________
                                         Curt Warnock, Senior Vice President

                                     ALADDIN WARD ELECTRIC & AIR, INC.
                                     AMBER ELECTRIC, INC.
                                     ARC ELECTRIC, INCORPORATED
                                     BACHOFNER ELECTRIC, INC.
                                     BRYANT ELECTRIC COMPANY, INC.
                                     COMMERCIAL ELECTRICAL CONTRACTORS, INC.
                                     CROSS STATE ELECTRIC, INC.
                                     DANIEL ELECTRICAL CONTRACTORS, INC.
                                     DAVIS ELECTRICAL CONSTRUCTORS, INC.
                                     ELECTRO-TECH, INC.
                                     FEDERAL COMMUNICATIONS GROUP, INC.


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<PAGE>

                                 HATFIELD REYNOLDS ELECTRIC COMPANY
                                 IES HOUSTON RESOURCES, INC.
                                 KAYTON ELECTRIC, INC.
                                 MARK HENDERSON, INCORPORATED
                                 MENNINGA ELECTRIC, INC.
                                 MID-STATES ELECTRIC COMPANY, INC.
                                 MITCHELL ELECTRIC COMPANY, INC.
                                 MURRAY ELECTRICAL CONTRACTORS, INC.
                                 NEWCOMB ELECTRIC COMPANY, INC.
                                 NEW TECHNOLOGY ELECTRICAL CONTRACTORS,
                                    INC. PAN AMERICAN
                                 ELECTRIC, INC. PAULIN
                                 ELECTRIC COMPANY, INC.
                                 PRIMENET, INC. PRIMO
                                 ELECTRIC COMPANY RODGERS
                                 ELECTRIC COMPANY, INC. RON'S
                                 ELECTRIC, INC. THOMAS POPP &
                                 COMPANY VALENTINE
                                 ELECTRICAL, INC.

                                 By: __________________________________________
                                     Curt Warnock
                                     Vice President


                                 BEXAR ELECTRIC COMPANY, LTD.
                                 By: BW/BEC Inc., its general partner

                                     By: ______________________________________
                                         Curt Warnock
                                         Vice President


                                 HAYMAKER ELECTRIC, LTD.
                                 By: General Partner, Inc., its general partner

                                     By: ______________________________________
                                         Curt Warnock
                                         Vice President


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<PAGE>

                                 HOUSTON-STAFFORD ELECTRICAL
                                    CONTRACTORS LP
                                 By: Houston-Stafford Management LLC, its
                                     general partner

                                     By: _______________________________________
                                         Curt Warnock
                                         Vice President


                                 MILLS ELECTRIC LP
                                 By: Mills Management LLC

                                     By: _______________________________________
                                         Curt Warnock
                                         Vice President


                                 NEAL ELECTRIC LP
                                 By: BW/BEC Inc., its general partner

                                     By: _______________________________________
                                         Curt Warnock
                                         Vice President


                                 RAINES ELECTRIC LP
                                 By: Raines Management LLC, its general partner

                                     By: _______________________________________
                                         Curt Warnock
                                         Vice President


                                 RIVIERA ELECTRIC, LLC

                                 By: __________________________________________
                                     Curt Warnock
                                     Vice President


                                       4
<PAGE>

                                 INDEMNITORS:


                                 INTEGRATED ELECTRICAL SERVICES, INC.

                                 By: _______________________
                                     Curt Warnock, Senior Vice President


                                 ALADDIN WARD ELECTRIC & AIR, INC.
                                 AMBER ELECTRIC, INC.
                                 ARC ELECTRIC, INCORPORATED
                                 BACHOFNER ELECTRIC, INC.
                                 BRYANT ELECTRIC COMPANY, INC.
                                 COMMERCIAL ELECTRICAL CONTRACTORS, INC.
                                 CROSS STATE ELECTRIC, INC.
                                 DANIEL ELECTRICAL CONTRACTORS, INC.
                                 DAVIS ELECTRICAL CONSTRUCTORS, INC.
                                 ELECTRO-TECH, INC.
                                 FEDERAL COMMUNICATIONS GROUP, INC.
                                 HATFIELD REYNOLDS ELECTRIC COMPANY
                                 IES HOUSTON RESOURCES, INC.
                                 KAYTON ELECTRIC, INC.
                                 MARK HENDERSON, INCORPORATED
                                 MENNINGA ELECTRIC, INC.
                                 MID-STATES ELECTRIC COMPANY, INC.
                                 MITCHELL ELECTRIC COMPANY, INC.
                                 MURRAY ELECTRICAL CONTRACTORS, INC.
                                 NEWCOMB ELECTRIC COMPANY, INC.
                                 NEW TECHNOLOGY ELECTRICAL CONTRACTORS,
                                    INC.
                                 PAN AMERICAN ELECTRIC, INC.
                                 PAULIN ELECTRIC COMPANY, INC.
                                 PRIMENET, INC.
                                 PRIMO ELECTRIC COMPANY
                                 RODGERS ELECTRIC COMPANY, INC.
                                 RON'S ELECTRIC, INC.
                                 THOMAS POPP & COMPANY
                                 VALENTINE ELECTRICAL, INC.

                                 By: __________________________________________
                                     Curt Warnock
                                     Vice President


                                       5
<PAGE>

                                 BEXAR ELECTRIC COMPANY, LTD.
                                 By: BW/BEC Inc., its general partner

                                     By: ____________________________________
                                         Curt Warnock
                                         Vice President


                                 HAYMAKER ELECTRIC, LTD.
                                 By: General Partner, Inc., its general partner

                                     By: ____________________________________
                                         Curt Warnock
                                         Vice President


                                 HOUSTON-STAFFORD ELECTRICAL
                                    CONTRACTORS LP
                                 By: Houston-Stafford Management LLC, its
                                     general partner

                                     By: ____________________________________
                                         Curt Warnock
                                         Vice President


                                 MILLS ELECTRIC LP
                                 By: Mills Management LLC

                                     By: ____________________________________
                                         Curt Warnock
                                         Vice President


                                 NEAL ELECTRIC LP
                                 By: BW/BEC Inc., its general partner

                                     By: ____________________________________
                                         Curt Warnock
                                         Vice President


                                       6
<PAGE>

                                 RAINES ELECTRIC LP
                                 By: Raines Management LLC, its general partner

                                     By: ____________________________________
                                         Curt Warnock
                                         Vice President


                                 RIVIERA ELECTRIC, LLC

                                     By: ____________________________________
                                         Curt Warnock
                                         Vice President


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