Employment Agreement - Encompass Management Co. and Henry P. Holland

                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


     This First Amendment to Employment Agreement (this "Amendment") is entered
into by and between ENCOMPASS MANAGEMENT CO., a Delaware corporation (the
"Company") and HENRY P. HOLLAND, a resident of Harris County, Texas
("Employee").  Encompass Services Corporation, a Texas corporation ("Encompass")
has joined herein solely for the purpose of acknowledging its consent to this
Amendment.

The Company and Employee have entered into an Employment Agreement dated
effective as of November 1, 2000, pursuant to which Employee was hired by the
Company as its Executive Vice President and Chief Operating Officer effective as
of November 1, 2000 (the "Employment Agreement").  The Company and Employee have
determined that it is in the best interest of the Company and Employee for
Employee to commence employment with the Company as soon as possible.  In
consideration of the premises and the mutual covenants contained herein, the
parties agree to amend the Employment Agreement as follows:

1.  Date of Employment.  Employee shall commence employment with the Company
effective as of October 16, 2000.

2.  No Further Amendment.  Except as provided herein, the Employment Agreement
has not previously been amended or modified by the Company or Employee.

     IN WITNESS WHEREOF, the Company and Employee have executed this Amendment
effective as of October 16, 2000.

                                           COMPANY:
                        
                                           ENCOMPASS MANAGEMENT CO.
                        
                        
                                           By:/S/ JOSEPH M. IVEY
                                              ------------------
                                           Joseph M. Ivey
                                           President and Chief Executive Officer
                        
                        
                                           EMPLOYEE:
                        
                                           /S/ HENRY P. HOLLAND
                                           --------------------
                                           Henry P. Holland

 
     IN WITNESS WHEREOF, Encompass Services Corporation has executed this
Agreement on the date first above written for the purpose of acknowledging and
consenting thereto.

ENCOMPASS SERVICES CORPORATION

By:/S/ JOSEPH M. IVEY
   -------------------------------------
   Joseph M. Ivey
   President and Chief Executive Officer