Lockup Agreement - Quanta Services Inc.



                                LOCKUP AGREEMENT

         THIS LOCKUP AGREEMENT (the 'AGREEMENT') is entered into as of this __
day of January, by and among ____________________ (the 'SHAREHOLDER') and Quanta
Services, Inc., a Delaware corporation (the 'COMPANY').

         WHEREAS, the Shareholder holds common stock of the Company or
securities convertible into or exercisable for common stock of the Company
(collectively, 'SECURITIES');

         WHEREAS, the Company believes it is in the best interests of its
stockholders to establish an orderly trading market for shares of the Company's
common stock;

         WHEREAS, the Company desires the Shareholder to refrain selling
Securities held by the Shareholder to encourage orderly trading in shares of the
Company's common stock;

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

         1. LOCKUP OF SECURITIES. The Shareholder agrees, that without the prior
written consent of the Company, that, until the earlier of the first anniversary
of the date of this Agreement or a Change in Control (as defined in the
Company's 1997 Stock Option Plan), the Shareholder will not make or cause any
sale of any Securities listed on Exhibit I hereto which, as of the date of this
Agreement, the Shareholder owns either of record or beneficially, and which the
Shareholder has the power to control the disposition; provided, however, that
the Shareholder may, without the Company's prior written consent, (i) sell or
otherwise transfer Securities to UtiliCorp United Inc. or any of its
wholly-owned subsidiaries, or (ii) make a gift of Securities without
consideration to an organization exempt from taxation under Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended, or (iii) transfer shares to an
exchange fund if such transfer does not require the Shareholder to file a Form
144 pursuant to the rules of the Securities and Exchange Commission.

         2. CONSIDERATION FOR LOCKUP. In consideration for the Shareholder
agreeing to be bound by the terms of this Agreement, the Company will issue the
Shareholder a non-qualified option to purchase shares of the Company's common
stock under the Company's 1997 Stock Option Plan for one percent (1%) of that
number of shares of common stock equal to the total number of shares of common
stock subject to the terms of this Agreement (or deemed subject to this
Agreement upon conversion or exercise of Securities held by the Shareholder).
The option granted pursuant to this Section 2 shall be exercisable for ten (10)
years from the date of grant, shall have an exercise price equal to the closing
price for the Company's common stock on the date prior to the date of grant,
shall be immediately vested and shall not be cancelable if the 





Shareholder ceases to be employed or otherwise provide services to the Company.
The date of grant shall be the date this grant is ratified by a committee of the
Company's board of directors consisting solely of directors who are not
employees of the Company and who will not be offered an agreement substantially
similar to this Agreement contemporaneously with the date of this Agreement.

         3. FAILURE TO ISSUE OPTION. Should the option required by Section 2 of
this Agreement not be issued within 90 days of this Agreement, then this
Agreement shall be null and void and of no further force and effect.

         4. TRANSFER; SUCCESSOR AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

         5. GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of Texas applicable to contracts entered into and
fully to be performed in the State of Texas by residents of the State of Texas.

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

         7. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

         8. NOTICES.

                  (a) All notices, requests, demands and other communications
under this Agreement or in connection herewith shall be given or made upon (i)
the Shareholder at such Shareholder's address set forth on the signature page
hereto; and (ii) the Company at Quanta Services, Inc., 1360 Post Oak Boulevard,
Suite 2100, Houston, Texas 77056, attention President and General Counsel.

                  (b) All notices, requests, demands and other communications
given or made in accordance with the provisions of this Agreement shall be in
writing, and shall be sent by overnight courier, or by facsimile with
confirmation of receipt, and shall be deemed to be given or made when receipt is
so confirmed.

                  (c) Any party may, by written notice to the other, alter its
address or respondent, and such notice shall be given in accordance with the
terms of this Section 8.


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         9. ATTORNEYS' FEES. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled as determined by such court, equity or arbitration proceeding.

         10. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended
with the written consent of the Company and the Shareholder.

         11. SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

         12. DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any party to this Agreement, upon any breach or
default of the other party to this Agreement shall impair any such right, power
or remedy of such holder nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party to this Agreement of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any holder shall be cumulative
and not alternative.

         13. ENTIRE AGREEMENT. This Agreement and the documents referred to
herein constitute the entire agreement between the parties hereto pertaining to
the subject matter hereof, and any and all other written or oral agreements
existing between the parties hereto are expressly canceled.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                                QUANTA SERVICES, INC.
                                                       
                                                By:
                                                   ---------------------------
                                                   Name:
                                                   Title:





                                           -----------------------------------
                                           Shareholder

                                   Address:
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                                   EXHIBIT I
                                        
                                        
                                        
                     SECURITIES SUBJECT TO LOCKUP AGREEMENT