Employment Agreement - Encompass Management Co., Encompass Services Corp. and Joseph M. Ivey


                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered
into among ENCOMPASS MANAGEMENT CO., a Delaware corporation (the "Company"),
ENCOMPASS SERVICES CORPORATION, a Texas corporation ("Encompass"), and JOSEPH M.
IVEY ("Employee").

     The Company, Encompass and Employee have previously entered into an 
Employment Agreement dated effective as of March 28, 2000 (the "Employment 
Agreement"). The Employee has requested, and the Compensation Committee of 
Encompass has approved, amendments to the severance provisions of the Employment
Agreement.

     For good and valuable consideration, the receipt and sufficiency of which 
is acknowledged, the Employment Agreement is amended as follows:

     1.  Termination. Clause (B) of Subparagraph (c)(i) of Section 9 is amended 
         -----------
in its entirety to read as follows:

              "(B) the amount of Employee's target bonus established by the
         Compensation Committee of Encompass at the beginning of the calendar
         year in which such termination occurs, which shall not be less than
         120% of the Annual Base Salary for such year,"

     2.  Ratification and Affirmation. The Employment Agreement, as amended 
         -----------------------------
hereby, is ratified and affirmed, and shall continue in full force and effect as
set forth therein and amended hereby.


 
 
IN WITNESS WHEREOF, the Company and Employee have executed this Agreement 
effective as of March 1, 2001.
  
                                      COMPANY:


                                      ENCOMPASS MANAGEMENT CO.


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

                                      EMPLOYEE:


                                      By: /s/ JOSEPH M. IVEY
                                         --------------------------
                                         Joseph M. Ivey


   IN WITNESS WHEREOF, Encompass Services Corporation has executed this 
Agreement effective as of the date set forth above in order to evidence its 
approval thereof.

                                      ENCOMPASS SERVICES CORPORATION


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