1997 Stock Option Plan - Quanta Services Inc.


                              QUANTA SERVICES, INC.

                              AMENDED AND RESTATED
                             1997 STOCK OPTION PLAN

         SECTION 1. PURPOSE OF PLAN. The purpose of the Quanta Services, Inc.
1997 Stock Option Plan (the "Plan") shall be to provide for the grant to
employees, officers, directors, and consultants of the Company options to
acquire Common Stock of the Company.

         SECTION 2. DEFINITIONS. Unless the context clearly indicates otherwise,
the following terms, when used in the Plan, shall have the meanings set forth in
this Section 2.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Cause" shall mean (i) Grantee's willful, material and
         irreparable breach of any agreement that governs the terms and
         conditions of his or her employment; (ii) Grantee's gross negligence or
         gross incompetence in the performance or intentional nonperformance
         (continuing for ten days after receipt of written notice of such
         negligence) of any of Grantee's material duties and responsibilities;
         (iii) Grantee's dishonesty, fraud or misconduct with respect to the
         business or affairs of the Company or any Subsidiary; (iv) Grantee's
         conviction of a felony crime; or (v) chronic alcohol abuse or illegal
         drug abuse by Grantee.

                  (c) A "Change in Control" of the Company shall occur when: (i)
         any "person" (as such term is used in Sections 13(d) and 14(d) of the
         Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
         13d-3 under the Exchange Act), directly or indirectly, of securities of
         the Company representing 50 percent or more of the combined voting
         power of the Company's then outstanding securities; (ii) as a result
         of, or in connection with, any tender offer or exchange offer, merger,
         or other business combination (a "Transaction"), the persons who were
         directors of the Company immediately before the Transaction shall cease
         to constitute a majority of the Board of Directors of the Company or
         any successor to the Company; (iii) the Company is merged or
         consolidated with another corporation and as a result of the merger or
         consolidation less than 75 percent of the outstanding voting securities
         of the surviving or resulting corporation shall then be owned in the
         aggregate by the former stockholders of the Company; (iv) a tender
         offer or exchange offer is made and consummated for the ownership of
         securities of the Company representing 50 percent or more of the
         combined voting power of the Company's then outstanding voting
         securities; or (v) the Company transfers substantially all of its
         assets to another corporation which is not controlled by the Company

                  (d) "Code" shall mean the Internal Revenue Code of 1986 as it
         may be amended from time to time.

                  (e) "Committee" shall mean any Committee of two or more
         Directors that may be designated by the Board to administer the Plan,
         all of which Committee's members shall be Nonemployee Directors.
         Additionally, if any Options are intended



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         to qualify as performance-based compensation under Section 162(m)(4)(C)
         of the Code, all members of the Committee granting such Options shall
         be "outside directors" within the meaning of that Code section.

                  (f) "Common Stock" shall mean the common stock, par value
         $.00001 per share, of the Company.

                  (g) "Consultant" shall mean any person who is engaged to
         perform services for the Company or its Subsidiaries, other than as an
         Employee or Director.

                  (h) "Control Person" shall mean any person who, as of the date
         of the grant of an Option, owns (within the meaning of Section 422
         (b)(6) of the Code) stock possessing more than ten percent of the total
         combined voting power or value of all classes of all stock of the
         Company or of any parent or Subsidiary.

                  (i) "Company" shall mean Quanta Services, Inc., a Delaware
         corporation.

                  (j) "Director" shall mean any member of the Board.

                  (k) "Employee" shall mean any full-time employee of the
         Company or any Subsidiary (including Directors who are otherwise
         employed on a full-time basis by the Company or any Subsidiary).

                  (l) "Exchange Act" shall mean the securities Exchange Act of
         1934 as it may be amended from time to time.

                  (m) "Fair Market Value" of the Common Stock on a given date
         shall be based upon: (i) if the Common Stock is listed on a national
         securities exchange or quoted in an interdealer quotation system, the
         last sales price or , if such price is unavailable, the average of the
         closing bid and asked prices per share of the Common Stock on such date
         (or, if there was no trading or quotation in the Common Stock on such
         date, on the next preceding date on which there was trading or
         quotation) as provided by one of such organizations; or (ii) if the
         Common Stock is not listed on a national securities exchange or quoted
         in an interdealer quotation system, the value as determined by the
         Board in good faith in its sole discretion; provided, however, that the
         "Fair Market Value" of Common Stock on the date on which shares of
         Common Stock are first issued and sold pursuant to a registration
         statement filed with and declared effective by the SEC (the
         "Registration Statement") shall be the Initial Public Offering price of
         the shares so issued and sold, as set forth in the first final
         prospectus used in such offering.

                  (n) "Grantee" shall mean a person granted an Option under the
         Plan.



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                  (o) "Initial Public Offering" shall mean the initial public
         offering of shares of Common Stock in a firm commitment underwriting
         registered with the SEC in compliance with the provision of the 1933
         Act.

                  (p) "ISO" shall mean an Option granted pursuant to the Plan to
         purchase shares of Common Stock and intended to qualify as an incentive
         stock option under Section 422 of the Code, as now or hereafter
         constituted.

                  (q) "1933 Act" shall mean the Securities Act of 1933, as it
         may be amended from time to time.

                  (r) "Nonemployee Director" shall mean a director who is not
         currently an officer (as defined in Rule 16a-1(f) under the Exchange
         Act) of the Company or a Subsidiary, or otherwise currently employed by
         the Company or a Subsidiary.

                  (s) "NQSO" shall mean an Option granted pursuant to the Plan
         to purchase shares of the Common Stock that is not an ISO.

                  (t) "Option" or "Options" shall refer to one or more NQSOs and
         ISOs issued under and subject to the Plan.

                  (u) "Parent" shall mean any parent corporation as defined in
         Section 424 of the Code.

                  (v) "SEC" means the United States Securities and Exchange
         Commission.

                  (w) "Plan" shall mean the Quanta Services, Inc. Amended and
         Restated 1997 Stock Option Plan as set forth herein and as amended from
         time to time.

                  (x) "Stock" shall mean (i) Common Stock; (ii) limited vote
         common stock, par value $.00001 per share, of the Company; and (iii)
         Common Stock into which the outstanding shares of the Company's Series
         A Preferred Stock, par value $.00001 per share, are convertible.

                  (y) "Subsidiary" shall mean any corporation with respect to
         which the company owns, directly or indirectly, 50 percent or more of
         the total combined voting power of all classes of stock of such
         corporation.

         SECTION 3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. Subject to the
provisions of Section 10 hereof, the total amount of Common Stock with respect
to which Options may be granted under the Plan shall not exceed the greater of
(i) 2,380,850 shares (subject to adjustment pursuant to Section 10 hereof)and
(ii) 15 percent of the total number of shares of Stock, as determined at the
time of a particular grant, outstanding or reserved for issuance upon conversion
of the Company's Series A Preferred Stock from time to time. Notwithstanding the
foregoing, the total amount of Common Stock with respect to which ISOs may be
granted under the Plan shall not exceed



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2,380,850 shares. Moreover, the total amount of Common Stock with respect to
which Options may be granted under the Plan to any Grantee during the term of
the Plan shall not exceed 1,000,000 shares. Common Stock issuable under the Plan
may be authorized but unissued shares or reacquired shares of Common Stock. If,
prior to exercise, any Options are forfeited, lapse, or terminate for any
reason, the Common Stock covered thereby shall again be available for Option
grants under the Plan.

         SECTION 4. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by the Committee, provided that the Board, the Acquisition Committee of the
Board or the Small Acquisition Committee of the Board may make grants of Options
pursuant to the Plan in connection with the acquisition of businesses by the
Company. Subject to the express provisions of the Plan , the Committee shall
have the authority to interpret the Plan, to prescribe, amend, and rescind rules
and regulations relating to the Plan, to determine the terms and provisions of
stock option agreements thereunder, and to make all other determinations
necessary or advisable for the administration of the Plan. Any controversy or
claim arising out of or related to the Plan or the Options granted thereunder
shall be determined unilaterally by, and at the sole discretion of, the
Committee. To the extent necessary to comply with Rule 16b-3 under the Exchange
Act, determinations concerning Options granted to any person who is a Director
or officer or otherwise subject to Section 16 of the Exchange Act shall be made
by the Committee.

         SECTION 5. TYPES OF OPTIONS. Options granted under the Plan may be of
two types: ISOs or NQSOs. The Committee shall have the authority and discretion
to grant to an eligible Employee either ISOs, NQSOs, or both but shall clearly
designate the nature of each Option at the time of grant. Grantees who are not
Employees of the Company or a Subsidiary on the date an Option is granted shall
receive only NQSOs.

         SECTION 6.  GRANT OF OPTIONS TO EMPLOYEES AND CONSULTANTS.

                  (a) Employees and Consultants of the Company and its
         Subsidiaries shall be eligible to receive Options under the Plan.

                  (b) The exercise price per share of Common Stock subject to an
         Option granted to an Employee or Consultant shall be determined by the
         Committee; provided, however, that the exercise price of each share
         subject to an Option shall be not less than 100 percent of the Fair
         Market Value of a share of the Common Stock on the date such Option is
         granted, or, in the case of an ISO granted to a Control Person, not
         less than 110 percent of such Fair Market Value.

                  (c) The term of each Option granted to an Employee or
         Consultant shall be determined by the Committee, provided that no ISO
         shall be exercisable more than ten years from the date of grant of the
         Option and further provided that no ISO granted to a Control Person
         shall be exercisable more than five years from the date of grant of the
         Option.



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                  (d) The committee shall determine and designate from time to
         time Employees or Consultants who are to be granted Options, the nature
         of each Option granted and the number of shares of Common Stock subject
         to each such Option.

                  (e) Notwithstanding any other provisions hereof, the aggregate
         Fair Market Value (determined at the time the ISO is granted) of the
         Common Stock with respect to which ISOs are exercisable for the first
         time by any Employee during any calendar year under all plans of the
         Company and any Parent or Subsidiary corporation shall not exceed
         $100,000. To the extent the limitation set forth in the preceding
         sentence is exceeded, the Options with respect to such excess shall be
         treated as NQSOs.

                  (f) The Committee, in its sole discretion, shall determine
         whether any Option granted to an Employee or Consultant shall become
         exercisable in one or more installments and shall specify the
         installment dates. The Committee may also make such other provisions,
         not inconsistent with the terms of this Plan, as it may deem desirable,
         including such provisions as it may deem necessary to qualify any ISO
         under the provisions of Section 422 of the Code. Without limitation of
         the foregoing, the Committee may, in its discretion, provide that
         Options shall immediately become exercisable upon (i) the death of an
         Employee or Consultant while in the employ of the Company or any
         Subsidiary or (ii) a Change in Control.

                  (g) The Committee may, at any time, grant new or additional
         options to any eligible Employee or Consultant who has previously
         received Options under the Plan or options under other plans, whether
         such prior Options or other options are still outstanding, have been
         exercised previously in whole or in part, or have been canceled. The
         exercise price of such new or additional Options may be established by
         the Committee, subject to Section 6(b) hereof without regard to such
         previously granted Options or other options.

         SECTION 7.  GRANTS OF OPTIONS TO NONEMPLOYEE DIRECTORS.

                  (a) Nonemployee Directors of the Company shall be eligible to
         receive Options under the Plan only pursuant to the provisions of this
         Section 7. Each individual who agrees to become a Nonemployee Director
         prior to the filing of the Registration Statement covering the Initial
         Public Offering shall receive, without the exercise of the discretion
         of any person, an NQSO under the Plan relating to the purchase of
         10,000 shares of Common Stock. Each individual who agrees to become a
         Nonemployee Director between the filing and effective date of the
         Registration Statement covering the Initial Public Offering shall
         receive, without the exercise of the discretion of any person, an NQSO
         under the Plan relating to the purchase of 10,000 shares of Stock at an
         exercise price equal to the Initial Public Offering price per share.
         Thereafter, each individual who agrees to become a Nonemployee Director
         within six months following (i) the effective date of the Registration
         Statement covering the Initial Public Offering or (ii) an annual
         meeting of the Company's Stockholders shall receive, without the
         exercise of the discretion of any



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         person, an NQSO under the Plan relating to the purchase of 10,000
         shares of Common Stock. In addition, on the day after the first annual
         meeting of stockholders next following the date of the Initial Public
         Offering, and the date after each subsequent annual meeting, each
         person who is a continuing Nonemployee Director on any such date shall
         receive, without the exercise of the discretion of any person, an NQSO
         under the Plan relating to the purchase of 5,000 shares of Common
         Stock, and each person who is a new, first-time Nonemployee Director on
         any such date and who became a Nonemployee Director more than six
         months following (i) the effective date of the Registration Statement
         covering the Initial Public Offering or (ii) the immediately preceding
         annual meeting of the Company's stockholders shall receive, without the
         exercise of the discretion of any person, an NQSO under the Plan
         relating to the purchase of 10,000 shares of Common Stock. In the event
         that there are not sufficient shares available under the Plan to allow
         for the grant to each Nonemployee Director of an NQSO for the number of
         shares provided herein, each Nonemployee Director shall receive an NQSO
         for his pro rata share of the total number of shares of Common Stock
         available under the Plan.

                  (b) The exercise price of each share of Common Stock subject
         to an Option granted to a Nonemployee Director shall equal the Fair
         Market Value of a share of Common Stock on the date such Option is
         granted. Payment of the exercise price for the shares being purchased
         shall be made in cash.

                  (c) Each Option granted to a Nonemployee Director shall become
         exercisable six months from, and shall have a term of ten (10) years
         from, the date of Option grant, or, if later, the date the Grantee
         becomes a Nonemployee Director. Notwithstanding the exercise period of
         any Option granted to a Nonemployee Director, all such Options shall
         immediately become exercisable upon (i) the death of a Nonemployee
         Director while serving as such or (ii) a Change in Control.

         SECTION 8.  EXERCISE OF OPTIONS.

                  (a) A Grantee shall exercise an Option by delivery of written
         notice to the Company setting forth the number of shares with respect
         to which the Option is to be exercised, together with cash, certified
         check, bank draft, or postal or express money order payable to the
         order of the Company for an amount equal to the Option price of such
         shares and any income tax required to be withheld. The Committee may,
         in its sole discretion, permit a Grantee to pay all or a portion of the
         exercise price by a simultaneous sale of the shares of Common Stock to
         be issued pursuant to such exercise pursuant to a brokerage or similar
         arrangement.

                  (b) Except as provided pursuant to Section 9(a) hereof, no
         Option granted to an Employee or Consultant shall be exercised unless
         at the time of such exercise the Grantee is then an Employee or
         Consultant of the Company or a Subsidiary.



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                  (c) Except as provided in Section 9(a) hereof, no Option
         granted to a Nonemployee Director shall be exercised unless at the time
         of such exercise the Grantee is then a Nonemployee Director.

                  (d) Before the Company issues Common Stock to a Grantee
         pursuant to the exercise of an NQSO, the Company shall have the right
         to require that the Grantee make such provision, or furnish the Company
         such authorization, necessary or desirable so that the Company may
         satisfy its obligation under applicable income tax laws to withhold
         income or other taxes due upon or incident to such exercise.

         SECTION 9.  EXERCISE OF OPTIONS UPON TERMINATION.

                  (a) Subject to Section 9 (c) hereof, upon the termination of a
         Grantee's relationship with the Company and its Subsidiaries, the
         period during which such Grantee may exercise any outstanding and then
         exercisable installments of his Options shall not exceed (i) if such
         termination is due to death or permanent and total disability (within
         the meaning of Section 22(e)(3) of the Code), one year from the date of
         such termination, and (ii) in all other cases, three months (six months
         for Nonemployee Directors) from the date of such termination, provided,
         however, that in no event shall the period extend beyond the expiration
         of the Option term. Notwithstanding the foregoing, all Options shall
         immediately terminate upon a termination of a Grantee's employment if
         the Committee determines, in its sole discretion, that such termination
         is for Cause.

                  (b) In no event shall any Option be exercisable for more than
         the maximum number of shares that the Grantee was entitled to purchase
         at the date of termination of the relationship with the Company and its
         Subsidiaries; provided, however, that in the case of Options granted
         prior to the Initial Public Offering to a Grantee who at no time prior
         to the date of termination of his relationship with the Company and its
         Subsidiaries was subject to the provisions of Section 16(b) of the
         Exchange Act, any member of the Board who had been the Grantee's
         immediate or ultimate supervisor prior to the Initial Public Offering
         may, in the sole discretion of such Board member, accelerate the
         exercisability of all or a portion of such Options which are not then
         otherwise exercisable if (i) such Grantee is terminated by the Company
         or a Subsidiary without Cause or (ii) the Subsidiary employing such
         Grantee is sold.

                  (c) The Committee may, in its discretion, extend the period of
         exercisability set forth in clauses (i) and (ii) in paragraph (a)
         above; provided, however, that such period may not be extended for
         Options granted to Nonemployee Directors.

                  (d) Subject to Section 9(b) hereof, the sale of any Subsidiary
         shall be treated as a termination of employment with respect to any
         Grantee employed by such Subsidiary.



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                  (e) Subject to the foregoing, in the event of a Grantee's
         death, Options may be exercised by the Grantee's legal representative.

         SECTION 10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. If the Company
shall effect a subdivision or consolidation of shares or other increase or
reduction of shares of Common Stock outstanding without receiving compensation
therefor in money, services or property, or any other change in corporate
capital structure shall occur, then (a) the number of shares subject to
outstanding Options shall be proportionately adjusted (without a change in the
total price applicable to any such Option, but with a corresponding adjustment
in the price per share), and (b) the number of shares available for issuance
under Sections 3 and 7(a) shall be proportionately adjusted.

         SECTION 11. RESTRICTIONS ON ISSUING SHARES. No Common Stock shall be
issued or transferred under the Plan unless and until all applicable legal
requirements have been compiled with to the satisfaction of the Committee. The
Committee shall have the right to condition any Option on the Grantee's
undertaking in writing to comply with such restrictions on any subsequent
disposition of the shares of Common Stock issued or transferred thereunder as
the Committee shall deem necessary or advisable as a result of any applicable
law, regulation, official interpretation thereof, or underwriting agreement, and
certificates representing such shares may be legended to reflect any such
restrictions.

         SECTION 12.  OPTION AGREEMENTS; MISCELLANEOUS TERMS.

                  (a) Each Option shall be evidenced by a written agreement
         containing such terms and conditions, not inconsistent with the Plan,
         as the Committee shall approve. The terms and provisions of such
         agreements may vary among Grantees and among different Options granted
         to the same Grantee.

                  (b) The grant of an Option in any year shall not give the
         Grantee any right to similar grants in future years, any right to
         continue such Grantee's employment relationship with the Company or its
         Subsidiaries, or, until such Option is exercised and share certificates
         are issued, any rights as a Stockholder of the Company. All Grantees
         shall remain subject to discharge to the same extent as if the Plan
         were not in effect.

                  (c) No Grantee, and no beneficiary or other persons claiming
         under or through the Grantee, shall have any right, title, or interest
         by reason of any Option to any particular assets of the Company or its
         Subsidiaries or any shares of Common Stock allocated or reserved for
         the purposes of the Plan or subject to any Option except as set forth
         herein. The Company shall not be required to establish any fund or make
         any other segregation of assets to assure the payment of any Option.

                  (d) No Option shall be subject to anticipation, sale,
         assignment, pledge, encumbrance, or charge except by will or the laws
         of descent and distribution, and an Option shall be exercisable during
         the Grantee's lifetime only by the Grantee.



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                  (e) The issuance of shares of Common Stock to Grantees or to
         their legal representatives shall be subject to any applicable taxes
         and other laws or regulations of the United States or of any state
         having jurisdiction thereof.

         SECTION 13. AMENDMENT AND TERMINATION. The Board may, at any time,
alter, amend, suspend, discontinue, or terminate the Plan; provided, however,
that no such action shall adversely affect the rights of Grantees to Options
previously granted hereunder and provided further that any stockholder approval
necessary or desirable in order to comply with Rule 16b-3 under the Exchange Act
or with Section 422 of the Code (or other applicable law or regulation) shall be
obtained in the manner required therein.

         SECTION 14. EFFECTIVE DATE OF PLAN. The Plan shall be effective upon
its adoption by the Board and it approval by the Company's stockholders. No ISO
may be granted more than ten years after such effective date.




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