{"id":42976,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/acquisition-agreement-and-plan-of-reorganization-quanta.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"acquisition-agreement-and-plan-of-reorganization-quanta","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/acquisition-agreement-and-plan-of-reorganization-quanta.html","title":{"rendered":"Acquisition Agreement and Plan of Reorganization &#8211; Quanta Services Inc., Crown Fiber Communications Inc. and Billy R. Jones"},"content":{"rendered":"<pre>\n                ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION\n\n\n\n                                  BY AND AMONG\n\n\n\n                             QUANTA SERVICES, INC.,\n                         QUANTA XXIV ACQUISITION, INC.,\n                       CROWN FIBER COMMUNICATIONS, INC.,\n                                      AND\n                                 BILLY R. JONES\n\n\n\n                                        \n\n\n\n                          DATED AS OF AUGUST 13, 1999\n\n \n               ACQUISITION AGREEMENT AND PLAN OR REORGANIZATION\n\n     THIS ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this \"Agreement\") is\nmade as of August 13, 1999, by and among Quanta Services, Inc., a Delaware\ncorporation (\"Quanta\"), Quanta XXIV Acquisition, Inc., a Delaware corporation\nthat is a subsidiary of Quanta (\"Newco\"), Crown Fiber Communications, Inc., a\nVirginia corporation (the \"Company\"), and Billy R. Jones (the \"Stockholder\"),\nwith the Stockholder being the Company's only stockholder.\n\n     WHEREAS, the respective Boards of Directors of Newco and the Company\n(collectively referred to as \"Constituent Corporations\") deem it advisable and\nin the best interests of the Constituent Corporations and their respective\nstockholders that Newco merge with and into the Company (the \"Merger\"); and\n\n     WHEREAS, the Boards of Directors of the Constituent Corporations have\napproved and adopted this Agreement as a plan of reorganization within the\nprovisions of Section 368 of the Internal Revenue Code of 1986, as amended (the\n\"Code\"); and\n\n     WHEREAS, the stockholders of the Constituent Corporations have approved the\nMerger in accordance with the GCL and the VBCA;\n\n     NOW, THEREFORE, in consideration of the premises and of the mutual\nagreements, representations, warranties, provisions and covenants contained\nherein, the parties hereto, intending to be legally bound, agree as follows:\n\n\n                                    ARTICLE I\n                                    DEFINITIONS\n\n     1.1.  DEFINITIONS.  Capitalized terms used in this Agreement shall have the\n     following meanings:\n\n     \"Affiliate\" of, or \"Affiliated\" with, a specified person or entity means a\nperson or entity that directly, or indirectly through one or more\nintermediaries, controls, or is controlled by, or is under common control with,\nthe specified person or entity.\n\n     \"Agreement\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"Balance Sheet Date\" has the meaning set forth in Section 5.5.\n\n     \"Closing\" has the meaning set forth in ARTICLE IV.\n\n     \"Closing Date\" has the meaning set forth in ARTICLE IV.\n\n     \"Code\" has the meaning set forth in the third paragraph of this Agreement.\n\n \n     \"Company\" has the meaning set forth in the first paragraph of this\n Agreement.\n\n     \"Company Common Stock\" means the Company\"s Common-A Stock, $1.00 par value\nper share.\n\n     \"Competitive Business\" means any business that competes with the Company or\nthe Surviving Corporation, including, without limitation, any business that\nprovides specialty electrical contracting services to the electric utility,\ntelecommunications or transportation industries.\n\n     \"Constituent Corporations\" has the meaning set forth in the second\nparagraph of this Agreement.\n\n     \"Effective Time\" has the meaning set forth in Section 2.2.\n\n     \"Encumbrances\" means all liens, encumbrances, mortgages, pledges, security\ninterests, conditional sales agreements, charges, options, preemptive rights,\nrights of first refusal, reservations, restrictions or other encumbrances or\ndefects in title.\n\n     \"Employee benefit plan\"  has the meaning set forth in Section 5.16.\n \n     \"Employee pension benefit plan\" has the meaning set forth in Section 5.16.\n\n     \"Employment Agreements\" has the meaning set forth in Section 7.5.\n\n     \"Environmental, Health and Safety Laws\" means any federal, state or local\nLaw now or hereafter in effect, including, without limitation, any judicial or\nadministrative interpretation thereof, any judicial or administrative order,\nconsent decree or judgment, or agreement with any Governmental Authority,\nrelating to (a) pollution, exposure to oil, pollutants, contaminants, hazardous\nor toxic materials or waste, (b) the protection, preservation or restoration of\nthe environment, including laws relating to exposures to, or emissions,\ndischarges, releases or threatened releases of oil, pollutants, contaminants,\nhazardous or toxic materials or wastes into ambient air, surface water, ground\nwater or land surface or subsurface strata or (c)  the manufacture, processing,\nlabeling, distribution, use, treatment, storage, transport, handling or disposal\nof oil, pollutants, contaminants, hazardous or toxic materials or wastes or\nrelating to the environment, plant and animal life, natural resources or health,\nsafety or any Hazardous Substance.  \"Environmental, Health and Safety Laws\"\ninclude, without limitation, (i) the Federal Comprehensive Environmental\nResponse Compensation and Liability Act of 1980 (CERCLA), 42 U.S.C. (SS) 9601 et\nseq., the Resource Conservation and Recovery Act, 42 U.S.C. (SS) 6901 et seq.,\nthe Federal Water Pollution Control Act, 33 U.S.C. (SS) 1251 et seq., the Toxic\nSubstances Control Act, 15 U.S.C. (SS) 2601 et seq., the Clean Air Act, 42\nU.S.C. (SS) 7401 et seq., the Safe Drinking Water Act, 42 U.S.C. (SS) 300f et\nseq., the Hazardous Materials Transportation Act, 49 U.S.C. (SS) 5101 et seq.,\nthe Atomic Energy Act, 42 U.S.C. (SS) 2011 et seq., the Federal Insecticide,\nFungicide and Rodenticide Act, 7 U.S.C. (SS) 136 et seq., and the Occupational\nSafety and Health Act, 29 U.S.C. (SS) 651 et seq., in each case as amended from\ntime to time, and any other federal, state or local Laws now or hereafter\nrelating to any of the foregoing, and (ii) any common law or equitable doctrine\n(including, without limitation, injunctive relief and tort doctrines such as\nnegligence, nuisance, trespass and strict\n\n \nliability) that may impose liability or obligations for injuries or damages due\nto, or threatened as a result of, the presence of, effects of or exposure to any\nHazardous Substance.\n\n     \"ERISA\" has the meaning set forth in Section 5.16.\n\n     \"ERISA Affiliate\"  has the meaning set forth in Section 5.16.\n\n     \"Expiration Date\" has the meaning set forth in Section 13.6.\n  \n     \"Financial Statements\" has the meaning set forth in Section 5.5.\n\n     \"GAAP\" means the generally accepted accounting principles as currently\napplied by the respective party on a basis consistent with preceding years and\nthroughout the periods involved.\n\n     \"GCL\" means the General Corporation Law of the State of Delaware, as\namended.\n\n     \"Governmental Authority\" means any federal, state, local or foreign\ngovernment, political subdivision or governmental or regulatory authority,\nagency, board, bureau, commission, instrumentality or court or quasi-\ngovernmental authority.\n\n     \"Hazardous Substances\" means any substance presently listed, defined,\ndesignated or classified as hazardous, toxic, radioactive or dangerous, or\notherwise regulated, under any Environmental, Health and Safety Law.  The term\n\"Hazardous Substances\" includes, without limitation, any substance to which\nexposure is regulated by any Governmental Authority or any Environmental, Health\nand Safety Law including, without limitation, any toxic waste, pollutant,\ncontaminant, hazardous substance, toxic substance, hazardous waste, special\nwaste, industrial substance or petroleum or any derivative or by-product\nthereof, radon, radioactive material, asbestos or asbestos containing material,\nurea formaldehyde foam insulation, lead or polychlorinated biphenyls.\n\n     \"Indemnified Party\" has the meaning set forth in Section 8.3.\n\n     \"Indemnifying Party\" has the meaning set forth in Section 8.3.\n\n     \"Initial Lockup Period\" has the meaning set forth in Section 12.4.\n \n     \"Interim Balance Sheet\" has the meaning set forth in Section 5.5.\n\n     \"Interim Financial Statements\" has the meaning set forth in Section 5.5.\n\n     \"JAMS\" has the meaning set forth in Section 13.10.\n\n     \"Judge List\" has the meaning set forth in Section 13.10.\n\n \n     \"Knowledge\" means actual knowledge.  Knowledge of the Company shall mean\nthe Knowledge of the Stockholder and the officers of the Company.\n\n     \"Law\" or \"Laws\" means any and all federal, state, local or foreign\nstatutes, laws, ordinances, proclamations, codes, regulations, licenses,\npermits, authorizations, approvals, consents, legal doctrines, published\nrequirements, orders, decrees, judgments, injunctions and rules of any\nGovernmental Authority, including, without limitation, those covering\nenvironmental, Tax, energy, safety, health, transportation, bribery,\nrecordkeeping, zoning, discrimination, antitrust and wage and hour matters, in\neach case as amended and in effect from time to time.\n\n     \"Lease\" has the meaning set forth in Section 7.8.\n\n     \"Letter of Intent\" means that certain letter of intent dated May 25, 1999\nby and among Quanta, the Company and the Stockholders, as amended or\nsupplemented.\n\n     \"Lockup Periods\" has the meaning set forth in Section 12.4.\n\n     \"Loss\" or \"Losses\" means all liabilities, losses, claims, damages, actions,\nsuits, proceedings, demands, assessments, adjustments, fees, costs and expenses\n(including specifically, but without limitation, reasonable attorneys' fees and\ncosts and expenses of investigation), net of income Tax effects with respect\nthereto (including, without limitation, income Tax benefits recognized in\nconnection therewith and income Taxes upon any indemnification recovery\nthereof), provided, however, that for purposes of calculating Losses as a result\nof a breach of the representations and warranties contained in Section 5.27\nonly, \"Losses\" shall not include any consequential or incidental damages.\n\n     \"Material Customers\" has the meaning set forth in Section 5.9.\n\n     \"Merger\" has the meaning set forth in the second paragraph of this\nAgreement.\n\n     \"Merger Consideration\" has the meaning set forth in Section 3.1.\n\n     \"Merger Filings\" has the meaning set forth in Section 2.2.\n\n     \"Newco\" has the meaning set forth in the first paragraph of this Agreement.\n\n     \"Noncompete Term\" has the meaning set forth in Section 9.1(a).\n\n     \"1933 Act\" means the Securities Act of 1933, as amended.\n\n     \"1934 Act\" means the Securities Exchange Act of 1934, as amended.\n\n     \"Permits\" has the meaning set forth in Section 5.10.\n\n \n     \"Permitted Encumbrances\" means (a) any Encumbrances reserved against in the\nInterim Balance Sheets, (b) Encumbrances for property or ad valorem Taxes not\nyet due and payable or which are being contested in good faith and by\nappropriate proceedings if adequate reserves with respect thereto are maintained\non the Company\"s books in accordance with GAAP, and (c) obligations under\noperating and capital leases described in Schedule 5.9.\n\n     \"Plan\"  has the meaning set forth in Section 5.16.\n\n     \"Potential Material Event\" means any of the following: (a) the possession\nby Quanta of material non-public information required to be disclosed in the\nregistration statement and the determination in good faith by the Board of\nDirectors of Quanta that disclosure of such information in the registration\nstatement at that time would be detrimental to the business and affairs of\nQuanta; or (b) any material engagement or activity by Quanta which would in the\ngood faith determination of the Board of Directors of Quanta, if disclosed in\nthe registration statement at such time, be materially and advisedly affected,\nwhich determination shall be accompanied by a good faith determination by the\nBoard of Directors of Quanta that the registration statement would be materially\nmisleading absent the inclusion of such information.\n\n     \"Qualified Plans\" has the meaning set forth in Section 5.16.\n\n     \"Quanta\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"Quanta Common Stock\" means Quanta's Common Stock, par value $.00001 per\nshare.\n\n     \"Registrable Stock\" means (a) the Quanta Common Stock received by\nStockholder in connection with the Merger and (b) any securities issued or\nissuable with respect to such shares of Quanta Common Stock by way of a stock\ndividend or stock split or in connection with a combination or reclassification\nof shares, recapitalization, merger, consolidation or otherwise.\n\n     \"Restricted Shares\" has the meaning set forth in Section 12.1.\n\n     \"Rule 144\" means Rule 144 as promulgated under the 1933 Act.\n\n     \"SEC\" means the Securities and Exchange Commission.\n\n     \"Secondary Lockup Period\" has the meaning set forth in Section 12.4.\n\n     \"Stockholder\" has the meaning set forth in the first paragraph of this\nAgreement.\n\n     \"Surviving Corporation\" has the meaning set forth in Section 2.1.\n\n     \"Territory\" has the meaning set forth in Section 9.1.\n\n     \"Third Person\" has the meaning set forth in Section 8.3.\n\n \n    \"VBCA\" means the Virginia Business Corporation Act, as amended.\n\n     \"Year-End Financial Statements\" has the meaning set forth in Section 5.5.\n\n     \"Year 2000 Compliant\" has the meaning set forth in Section 5.27.\n\n     1.2. INTERPRETATION.  For all purposes of this Agreement, except as\notherwise expressly provided or unless the context otherwise requires:\n\n          (a) the terms defined in Section 1.1 and elsewhere in this Agreement\n     include the plural as well as the singular;\n\n          (b) all accounting terms not otherwise defined herein have the\n     meanings ascribed to them in accordance with GAAP; and\n\n          (c) the words \"herein,\" \"hereof,\" and \"hereunder\" and other words of\n     similar import refer to this Agreement as a whole and not to any particular\n     Article, Section or other subdivision.\n\n\n                                  ARTICLE II\n                   THE MERGER AND THE SURVIVING CORPORATION\n\n     2.1.  THE MERGER.  Upon the terms and subject to the conditions of this\nAgreement, at the Effective Time in accordance with the VBCA and GCL, Newco\nshall be merged with and into the Company and the separate existence of Newco\nshall thereupon cease.  The Company shall be the surviving corporation in the\nMerger (hereinafter sometimes referred to as the \"Surviving Corporation\").\n\n     2.2.  EFFECTIVE TIME OF THE MERGER.  The Merger shall become effective at\n12:01 a.m. on August 14, 1999 (the \"Effective Time\") as set forth in\ncertificates or  articles of merger, as appropriate, in form mutually acceptable\nto Quanta and the Company, and filed with the Secretary of State of the States\nof Delaware and Virginia (the \"Merger Filings\").  The Merger Filings shall be\nmade simultaneously with or as soon as practicable after the execution of this\nAgreement and the Closing.\n\n     2.3  CERTIFICATE OF INCORPORATION, BYLAWS AND BOARD OF DIRECTORS OF\nSURVIVING CORPORATION.  As a result of the Merger and at the Effective Time:\n\n          (a) The Certificate of Incorporation of the Company in effect\n     immediately prior to the Effective Time shall become the Certificate of\n     Incorporation of the Surviving Corporation.   After the Effective Time, the\n     Certificate of Incorporation of the Surviving Corporation may be amended in\n     accordance with its terms and as provided in the VBCA.\n\n \n          (b) The Bylaws of Newco in effect immediately prior to the Effective\n     Time shall become the Bylaws of the Surviving Corporation, and thereafter\n     may be amended in accordance with their terms and as provided by the\n     Certificate of Incorporation of the Surviving Corporation and the VBCA.\n\n          (c) The Board of Directors of Newco as constituted immediately prior\n     to the Effective Time shall be the Board of Directors of the Surviving\n     Corporation.\n\n                                  ARTICLE III\n                             CONVERSION OF SHARES\n\n     3.1.  CONVERSION OF SHARES.  At the Effective Time, by virtue of the\nMerger, and without any action on the part of any holder of any capital stock of\nthe Company, the issued and outstanding shares of the Company Common Stock as of\nthe Effective Time shall be converted into the right to receive, and become\nexchangeable for 2,034,849 shares of Quanta Common Stock at Closing (the Quanta\nCommon Stock paid in exchange for the Company Common Stock being herein\ncollectively referred to as the \"Merger Consideration\").\n\n     3.2.  NEWCO SHARES.  The outstanding shares of common stock, $0.01 par\nvalue per share, of Newco shall be converted into the right to receive, and\nbecome exchangeable for 1,000 shares of Company Common Stock.\n\n     3.3.  DELIVERY OF MERGER CONSIDERATION.  At the Closing, (a) the\nStockholder shall furnish to Quanta the certificates representing his Company\nCommon Stock, duly endorsed in blank by such Stockholder or accompanied by duly\nexecuted blank stock powers, and (b) Quanta shall deliver to the Stockholder\ncash (by wire transfer in accordance with the wiring instructions for the\nStockholder set forth on Schedule 3.3) and a copy of an irrevocable instruction\nletter to Quanta's transfer agent directing that certificates representing the\nshares of Quanta Common Stock be delivered to the Stockholder pursuant to\nSection 3.1.  The Stockholder agrees promptly to cure any deficiencies with\nrespect to the endorsement of the certificates or other documents of conveyance\nwith respect to the Company Common Stock or with respect to the stock powers\naccompanying such stock.\n\n\n                                  ARTICLE IV\n                                    CLOSING\n\n     4.1  CLOSING.  The consummation of the Merger and delivery of the Merger\nConsideration and the other transactions contemplated by this Agreement (the\n\"Closing\") shall take place at the offices of Quanta, 1360 Post Oak Blvd., Suite\n2100, Houston, Texas, concurrently with the execution of this Agreement or at\nsuch other time and date as Quanta, the Company and the Stockholders may\nmutually agree, which date is herein referred to as the \"Closing Date.\"\n\n \n                                   ARTICLE V\n               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER\n\n     The Stockholder represents and warrants to Quanta as follows:\n\n     5.1  DUE ORGANIZATION AND QUALIFICATION.  The Company is a corporation\nduly organized, validly existing and in good standing under the Laws of the\nState of Virginia and is duly authorized and qualified to do business under all\napplicable Laws and to carry on its business in the places and in the manner as\nnow conducted.  The Company has the requisite power and authority to own, lease\nand operate its assets and properties and to carry on its business as such\nbusiness is currently being conducted. Schedule 5.1 includes (a) certificate(s)\nof existence and good standing for the Company issued by the appropriate\nGovernmental Authorities of the State of Virginia and (b) certificate(s) of\nqualification or authority to do business (or similar certificates) for the\nCompany issued by the appropriate Governmental Authorities of  each of the\njurisdictions in which the Company is authorized or qualified to do business.\nEach such certificate is dated within twenty days of the Closing Date.  True,\ncomplete and correct copies of the Articles of Incorporation and Bylaws, each as\namended, of the Company are attached hereto as Schedule 5.1.  Correct and\ncomplete copies of all stock records and minute books of the Company have been\nprovided to Quanta and are correct and complete in all material respects.\n\n     5.2.  AUTHORIZATION; NON-CONTRAVENTION; APPROVALS.\n\n          (a) The Company has the requisite power and authority to enter into\n     this Agreement and to effect the Merger.  Each Stockholder has the full\n     legal right, power and authority to enter into this Agreement.  The\n     execution, delivery and performance of this Agreement have been approved by\n     the board of directors of the Company and by the Stockholder.  No\n     additional corporate proceedings on the part of the Company is necessary to\n     authorize the execution and delivery of this Agreement and the consummation\n     by the Company of the transactions contemplated hereby.  This Agreement has\n     been duly and validly executed and delivered by the Company and the\n     Stockholder, and, assuming the due authorization, execution and delivery\n     hereof by Quanta and Newco, constitutes a valid and binding agreement of\n     the Company and the Stockholder, enforceable against each of them in\n     accordance with its terms.\n\n          (b) The execution and delivery of this Agreement by the Company and\n     the Stockholder do not, and the consummation by the Company and the\n     Stockholder of the transactions contemplated hereby will not, violate or\n     result in a breach of any provision of, or constitute a default (or an\n     event which, with notice or lapse of time or both, would constitute a\n     default) under, or result in the termination of, or accelerate the\n     performance required by, or result in a right of termination or\n     acceleration under, or result in the creation of any Encumbrance upon any\n     of the properties or assets of the Company under any of the terms,\n     conditions or provisions of, (i) the Articles of Incorporation or Bylaws of\n     the Company, (ii) any Laws applicable to the Stockholder or the Company or\n     any of the properties or assets of the Stockholder or the Company, or (iii)\n     except as set forth in Schedule 5.2, any note, bond, mortgage, indenture,\n     deed of trust, license, franchise, permit, concession, lease or\n\n \n     other instrument, obligation or agreement of any kind to which the\n     Stockholder or the Company is now a party or by which the Company or any of\n     its properties or assets may be bound or affected.\n\n          (c) Except for the Merger Filings and as set forth in Schedule 5.2, no\n     declaration, filing or registration with, or notice to, or authorization,\n     consent or approval of, any Governmental Authority or third party is\n     necessary for the execution and delivery of this Agreement by the Company\n     and the Stockholder or the consummation by the Company and the Stockholder\n     of the transactions contemplated hereby.  Except as set forth in Schedule\n     5.2, none of the contracts  or agreements with Material Customers or\n     contracts providing for purchases or services individually in excess of\n     $25,000, or in the aggregate in excess of $50,000, or other material\n     agreements, licenses or permits to which the Company is a party requires\n     notice to, or the consent or approval of, any third party for the execution\n     and delivery of this Agreement by the Company or the Stockholder and the\n     consummation of the transactions contemplated hereby.\n\n     5.3  CAPITALIZATION AND OWNERSHIP.  The authorized capital stock of the\nCompany consists solely of 1,000 shares of Company Common Stock, of which 100\nshares are issued and outstanding. All of the issued and outstanding shares of\nthe Company Common Stock are owned beneficially and of record by the\nStockholder. All of the issued and outstanding shares of the Company Common\nStock have been duly authorized and validly issued, are fully paid and\nnonassessable, and were offered, issued, sold and delivered by the Company in\ncompliance with all applicable Laws, including, without limitation, those Laws\nconcerning the issuance of securities. None of such shares were issued in\nviolation of the preemptive rights of any past or present stockholder. At the\nEffective Time, by virtue of the Merger Filing in Virginia the Merger will\nbecome effective in Virginia. Except as set forth in Schedule 5.3, no\nsubscription, option, warrant, call, convertible or exchangeable security, other\nconversion right or commitment of any kind exists which obligates the Company to\nissue any of its capital stock or the Stockholder to transfer any of the capital\nstock of the Company.\n\n     5.4  SUBSIDIARIES.  Except as set forth in Schedule 5.4, the Company\nowns, of record or beneficially, or controls, directly or indirectly, no capital\nstock, securities convertible into or exchangeable for capital stock or any\nother equity interest in any corporation, association or other business entity.\nExcept as set forth in Schedule 5.4, the Company is not, directly or indirectly,\na participant in any joint venture, limited liability company, partnership or\nother noncorporate entity.\n\n     5.5  FINANCIAL STATEMENTS.\n\n          (a) The Company has delivered to Quanta complete and correct copies of\n     the following financial statements:\n\n               (i)  the reviewed balance sheets of the Company as of December 3,\n                    1996, 1997 and 1998 and the related reviewed statements of\n                    operations, stockholder's equity and cash flows for the\n                    three-year period ended December 31, 1998, together with the\n                    related notes, schedules and report of the Company's\n                    independent accountants (such balance sheets and the related\n                    income \n\n \n                    statements and the related notes and schedules of the\n                    Company are referred to herein as the \"Year-End Financial\n                    Statements\");\n \n               (ii) the unaudited balance sheet (the \"Interim Balance Sheet\") of\n                    the Company as of June 30, 1999 (the \"Balance Sheet Date\")\n                    and the related unaudited statements of operations for the\n                    interim period ended on the Balance Sheet Date, together\n                    with the related notes and schedules (such balance sheets,\n                    the related statements of operations and the related notes\n                    and schedules are referred to herein as the \"Interim\n                    Financial Statements\").  The Year-End Financial Statements\n                    and the Interim Financial Statements (collectively, the\n                    \"Financial Statements\") are attached as Schedule 5.5 to this\n                    Agreement;\n\n          (b) Except as set forth in Schedule 5.5, the Financial Statements have\n     been prepared from the books and records of the Company in conformity with\n     GAAP (except for the absence of notes in the Interim Financial Statements)\n     and present fairly the financial position and results of operations of the\n     Company as of the dates of such statements and for the periods covered\n     thereby.  The books of account of the Company have been kept accurately in\n     all material respects in the ordinary course of business, the transactions\n     entered therein represent bona fide transactions, and the revenues,\n     expenses, assets and liabilities of the Company have been properly recorded\n     therein in all material respects.\n\n     5.6   LIABILITIES AND OBLIGATIONS.  Except as set forth in Schedule 5.6,\nas of the Balance Sheet Date the Company does not have, nor has it incurred\nsince that date, any liabilities or obligations (whether absolute, accrued,\ncontingent or otherwise) of any nature, except (a) liabilities, obligations or\ncontingencies (i) that are accrued or reserved against in the Financial\nStatements or reflected in the notes thereto or (ii) that were incurred after\nthe Balance Sheet Date and were incurred in the ordinary course of business,\nconsistent with past practices, and (b) liabilities and obligations that are of\na nature not required to be reflected in the Financial Statements prepared in\naccordance with GAAP and that were incurred in the normal course of business and\nare described in Schedule 5.6. Schedule 5.6 contains a reasonable estimate by\nthe Company and the Stockholder of the maximum amount that may be payable with\nrespect to liabilities which are not fixed. For each such liability for which\nthe amount is not fixed or is contested, the Company has provided a summary\ndescription of the liability together with copies of all relevant documentation\nrelating thereto. Schedule 5.6 sets forth the Company's outstanding principal\namount of indebtedness for borrowed money (including overdrafts) as of the date\nhereof.\n\n     5.7  ACCOUNTS AND NOTES RECEIVABLE.  Schedule 5.7 sets forth an accurate\nlist of the accounts and notes receivable of the Company as of the Balance Sheet\nDate and of those invoiced between the Balance Sheet Date and the second\nbusiness day preceding the Closing Date, including any such amounts which are\nnot reflected in the Interim Balance Sheet. Receivables from and advances to\nemployees, the Stockholder and any entities or persons related to or Affiliates\nof the Stockholder are separately identified in Schedule 5.7. Schedule 5.7 also\nsets forth an accurate aging of all accounts and notes receivable as of the\nBalance Sheet Date, showing amounts due in 30-day aging categories. The trade\nand other accounts receivable of the Company, including without limitation those\nclassified as current assets on the Interim\n\n \nBalance Sheet, are bona fide receivables, were acquired in the ordinary course\nof business, are stated in accordance with GAAP and are collectible in the\namounts shown on Schedule 5.7, net of reserves reflected in the Interim\nFinancial Statements with respect to the accounts receivable as of the Balance\nSheet Date, and net of reserves reflected in the books and records of the\nCompany (consistent with the methods used in the Interim Financial Statements)\nwith respect to receivables of the Company after the Balance Sheet Date.\n\n     5.8  ASSETS.\n\n          (a) Schedule 5.8 sets forth an accurate list of all real and personal\n     property included in \"property and equipment\" on the Interim Balance Sheets\n     and all other tangible assets of the Company each with a book value in\n     excess of $10,000 (i) owned by the Company as of the Balance Sheet Date and\n     (ii) acquired since the Balance Sheet Date, including in each case true,\n     complete and correct copies of leases for significant equipment and for all\n     real property leased by the Company and descriptions of all real property\n     on which buildings, warehouses, workshops, garages and other structures\n     used in the operation of the business of the Company are situated. Schedule\n     5.8 indicates which assets used in the operation of the businesses of the\n     Company are currently owned by the Stockholder or Affiliates of either of\n     the Company or the Stockholder. Except as specifically identified in\n     Schedule 5.8, all of the tangible assets, vehicles and other significant\n     machinery and equipment of the Company listed in Schedule 5.8 are in\n     working order and condition, ordinary wear and tear excepted. Except as\n     specifically described in Schedule 5.8, all fixed assets used by the\n     Company in its business are either owned by the Company or leased under\n     agreements identified in Schedule 5.8. All leases set forth in Schedule 5.8\n     are in full force and effect and constitute valid and binding agreements of\n     the Company that is a party thereto, and to the knowledge of the Company\n     and the Stockholder, the other parties thereto in accordance with their\n     respective terms. Schedule 5.8 contains true, complete and correct copies\n     of all title reports and title insurance policies received or owned by the\n     Company. Schedule 5.8 includes a summary description of all contractual\n     commitments of the Company involving the opening of new operations,\n     expansion of existing operations or the acquisition of any real property or\n     existing business, to which management of the Company has devoted any\n     significant effort or expenditure in the two-year period prior to the date\n     of the Agreement, and which (i) are currently being implemented by the\n     Company, or (ii) involve purchases of capital equipment in connection with\n     existing operations in amounts in excess of $10,000, individually, or\n     $25,000 in the aggregate.\n\n          (b) The Company has good and indefeasible title to the tangible and\n     intangible personal property and the real property owned and used in its\n     business, including the properties identified in Schedule 5.8 as owned real\n     property, free and clear of all Encumbrances other than Permitted\n     Encumbrances and those set forth in Schedule 5.8.\n\n          (c) Except as specifically described in Schedule 5.8, the tangible and\n     intangible assets of the Company include all the assets used in the\n     operation of the business of the Company as conducted at the Balance Sheet\n     Date, except for dispositions of such assets since such date in the\n     ordinary course of business, consistent with past practices.\n\n \n     5.9  MATERIAL CUSTOMERS AND CONTRACTS.\n\n          (a) Schedule 5.9 sets forth an accurate list of (i) all customers\n     representing 5% or more of the Company's revenues for the fiscal year ended\n     in 1998 or the interim period ended on the Balance Sheet Date (the\n     \"Material Customers\"), and (ii) all material executory contracts,\n     warranties, commitments and similar agreements to which the Company is\n     currently a party or by which it or any of its properties is bound,\n     including, but not limited to, (A) all customer contracts in excess of\n     $10,000, individually, or $25,000 in the aggregate, including, without\n     limitation, consignment contracts, (B) contracts with any labor\n     organizations, (C) leases providing for annual rental payments in excess of\n     $5,000, individually, or $10,000 in the aggregate, (D) loan agreements, (E)\n     pledge and security agreements, (F) indemnity or guaranty agreements or\n     obligations , (G) bonds, (H) notes, (I) mortgages, (J) joint venture or\n     partnership agreements, (K) options to purchase real or personal property,\n     and (L) agreements relating to the purchase or sale by the Company of\n     assets (other than oral agreements relating to sales of inventory or\n     services in the ordinary course of business, consistent with past\n     practices) or securities for more than $5,000, individually, or $10,000 in\n     the aggregate.  Prior to the date hereof, the Company has made available to\n     Quanta complete and correct copies of all such agreements.  To the extent\n     applicable, the contracts and agreements set forth in Schedule 5.9 are\n     separately identified as lump sum, unit price, cost plus or maintenance\n     agreements.\n\n          (b) Except to the extent set forth in Schedule 5.9, since December 31,\n     1998 (i) no Material Customer has canceled or substantially reduced or, to\n     the knowledge of the Company and the Stockholder, is threatening to cancel\n     or substantially reduce its purchases of the Company's products or\n     services, and (ii) the Company is in compliance with all material\n     commitments and obligations pertaining to it under such agreements and is\n     not in default under any of the agreements described in subsection (a), no\n     notice of default has been received by the Company, and the Stockholder and\n     the Company are aware of no basis therefor.\n\n          (c) Except to the extent set forth in Schedule 5.9, the Company is not\n     a party to any governmental contracts subject to price redetermination or\n     renegotiation.  Except to the extent set forth in Schedule 5.9, the Company\n     is not required to provide any bonding or other financial security\n     arrangements in any material amount in connection with any transactions\n     with any of its customers or suppliers.\n\n          (d) Schedule 5.9 sets forth a summary of each outstanding bid or\n     proposal by the Company that, if awarded to the Company, contemplates\n     payments to the Company in excess of $25,000 and that is subject to\n     acceptance or award by a third party.\n\n          (e) Schedule 5.9 sets forth a summary of the Company's material open\n     jobs and a job cost schedule supporting the Interim Balance Sheet, which\n     Schedule 5.9 includesthe Company's good faith estimate of each such job's\n     profit or loss as of the Balance Sheet Date and the Closing Date.\n\n     5.10  PERMITS.  Schedule 5.10 contains an accurate list of all material\nlicenses, franchises, permits,\n\n \ntransportation authorities and other governmental authorizations and intangible\nassets held by the Company, including, without limitation, permits, licenses and\noperating authorizations, titles (including motor vehicle titles and current\nregistrations), fuel permits, franchises, certificates, trademarks, trade names,\npatents, patent applications and copyrights owned or held by the Company (the\n\"Permits\").  The Permits are valid, and the Company has not received any written\nnotice that any Governmental Authority intends to cancel, terminate or not renew\nany such license, operating authorization, franchise, permit or other\ngovernmental authorization.  The Permits are all the permits that are required\nby Law for the operation of the businesses of the Company as conducted at the\nBalance Sheet Date and the ownership of the assets of the Company. The Company\nhas conducted and is conducting its business in substantial compliance with the\nrequirements, standards, criteria and conditions set forth in the Permits, as\nwell as the applicable orders, approvals and variances related thereto, and is\nnot in violation of any of the foregoing.  Except as specifically provided in\nSchedule 5.10, the transactions contemplated by this Agreement will not result\nin a default under or a breach or violation of, or adversely affect the rights\nand benefits afforded to the Company by, any Permits.\n\n     5.11 ENVIRONMENTAL MATTERS.  Except as set forth in Schedule 5.11, (a)\nthe Company has complied with and is in compliance, in all material respects,\nwith all Environmental, Health and Safety Laws, including, without limitation,\nEnvironmental, Health and Safety Laws relating to air, water, land and the\ngeneration, storage, use, handling, transportation, treatment or disposal of\nHazardous Substances; (b) the Company has obtained and complied, in all material\nrespects, with all necessary permits and other approvals necessary to treat,\ntransport, store, dispose of and otherwise handle Hazardous Substances and has\nreported, to the extent required by all Environmental, Health and Safety Laws,\nall past and present sites owned or operated by the Company where Hazardous\nSubstances have been treated, stored, disposed of or otherwise handled; (c)\nthere have been no \"releases\" or threats of \"releases\" (as defined in any\nEnvironmental, Health and Safety Laws) at, from, in or on any property owned or\noperated by the Company; (d) there is no on-site or off-site location to which\nthe Company has transported or disposed of Hazardous Substances or arranged for\nthe transportation or disposal of Hazardous Substances which is the subject of\nany federal, state, local or foreign enforcement action or any other\ninvestigation which could lead to any claim against the Surviving Corporation,\nQuanta or Newco for any clean-up cost, remedial work, damage to natural\nresources or personal injury, including, but not limited to, any claim under (i)\nthe Comprehensive Environmental Response, Compensation and Liability Act of\n1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the\nHazardous Materials Transportation Act, or (iv) comparable state and local\nstatutes and regulations; and (e) the Company has no contingent liability in\nconnection with any release or disposal of any Hazardous Substance into the\nenvironment.  None of the past or present sites owned or operated by the Company\nis currently or has ever been designated as a treatment, storage and\/or disposal\nfacility, nor has any such facility ever applied for a Permit designating it as\na treatment, storage and\/or disposal facility, under any Environmental, Health\nand Safety Law.\n\n     5.12  LABOR AND EMPLOYEE RELATIONS.  Except as set forth in Schedule\n5.12, the Company is not bound by or subject to any arrangement with any labor\nunion. Except as set forth in Schedule 5.12, no employees of the Company are\nrepresented by any labor union or covered by any collective bargaining agreement\nnor, to the Company's or the Stockholder's knowledge, is any campaign to\nestablish such representation in progress. There is no pending or, to the\nCompany's or the Stockholder's knowledge, threatened labor dispute involving the\nCompany and any group of its employees nor has the Company\n\n \nexperienced any significant labor interruptions over the past five years.\nNeither the Company nor the Stockholder has any knowledge of any significant\nissues or problems in connection with the relationship of the Company with its\nemployees.\n\n     5.13  INSURANCE.  Schedule 5.13 sets forth an accurate list as of the\nBalance Sheet Date of (a) all insurance policies carried by the Company, copies\nof which are attached as Schedule 5.13, (b) all insurance loss runs or workmen's\ncompensation claims received for the past five policy years, and (c) the\nfollowing information with respect to all insurance policies previously carried\nby the Company within the last five years: (i) insurer, (ii) type of policy,\n(iii) coverage period, and (iv) policy limits and amount of deductible or loss\nretention. Except as set forth in Schedule 5.13, none of such policies are\n\"claims made\" policies. The policies described in Schedule 5.13 for the current\npolicy year are currently in full force and effect. Any open claims as of the\nClosing Date are recoverable under such policies, except to the extent of any\napplicable deductible or loss retention as set forth on Schedule 5.13.\n\n     5.14  COMPENSATION; EMPLOYMENT AGREEMENTS.  Schedule 5.14 sets forth an\naccurate schedule of all officers, directors and Stockholder employees of the\nCompany with annual salaries of $50,000 or more, listing the rate of\ncompensation (and the portions thereof attributable to salary, bonus, benefits\nand other compensation, respectively) of each of such persons as of (a) the\nBalance Sheet Date and (b) the date hereof. Attached to Schedule 5.14 are true,\ncomplete and correct copies of each employment or consulting agreement with any\nemployee of the Company or the Stockholder. The Company is not a party with any\nofficer, director, stockholder, member or employee to any employment agreement\nor similar arrangement containing \"golden parachute\" or other similar\nprovisions.\n\n     5.15  NONCOMPETITION, CONFIDENTIALITY AND NONSOLICITATION AGREEMENTS.\nSchedule 5.15 sets forth all agreements containing covenants not to compete or\nsolicit employees or to maintain the confidentiality of information to which the\nCompany is bound or under which the Company has any rights or obligations.\n\n     5.16  EMPLOYEE BENEFIT PLANS.\n\n          (a) Schedule 5.16 sets forth an accurate schedule of each \"employee\n     benefit plan,\" as defined in Section 3(3) of the Employee Retirement Income\n     Security Act of 1974, as amended (\"ERISA\"), and all nonqualified deferred\n     compensation arrangements, whether formal or informal and whether legally\n     binding or not, under which the Company or an ERISA Affiliate has any\n     current or future obligation or liability or under which any present or\n     former employee of the Company or an ERISA Affiliate, or such present or\n     former employee's dependents or beneficiaries, has any current or future\n     right to benefits (each such plan and arrangement referred to hereinafter\n     as a \"Plan\"), together with true and complete copies of such Plans,\n     arrangements and any trusts related thereto, and classifications of\n     employees covered thereby as of the Balance Sheet Date.  Except as set\n     forth in Schedule 5.16, neither the Company nor any ERISA Affiliate\n     sponsors, maintains or contributes currently, or at any time during the\n     preceding five years, to any plan, program, fund or arrangement that\n     constitutes an employee pension benefit plan.  Each Plan may be terminated\n     by the Company, or if applicable, by an ERISA Affiliate at any time without\n     any liability, cost or expense, other than\n\n \n     costs and expenses that are customary in connection with the termination of\n     a Plan. For purposes of this Agreement, the term \"employee pension benefit\n     plan\" shall have the meaning given that term in Section 3(2) of ERISA, and\n     the term \"ERISA Affiliate\" means any corporation or trade or business under\n     common control with a Company as determined under Section 414(b), (c), (m)\n     or (o) of the Code.\n\n          (b) Each Plan listed in Schedule 5.16 is in compliance in all material\n     respects with the applicable provisions of ERISA, the Code, and any other\n     applicable Law.  Except as set forth in Schedule 5.16, with respect to each\n     Plan of the Company and each ERISA Affiliate (other than a \"multiemployer\n     plan,\" as defined in Section 4001(a)(3) of ERISA), all reports and other\n     documents required under ERISA or other applicable Law to be filed with any\n     Governmental Authority, the failure of which to file could reasonably be\n     expected to result in a material liability to the Company or any ERISA\n     Affiliate, including all Forms 5500, or required to be distributed to\n     participants or beneficiaries, have been duly and timely filed or\n     distributed.  True and complete copies of all such reports and other\n     documents with respect to the past five years for each Plan have been\n     provided to Quanta.  No \"accumulated funding deficiency\" (as defined in\n     Section 412(a) of the Code) with respect to any Plan has been incurred\n     (without regard to any waiver granted under Section 412 of the Code), nor\n     has any funding waiver from the Internal Revenue Service been received or\n     requested.  Except as set forth in Schedule 5.16, each Plan that is\n     intended to be \"qualified\" within the meaning of Section 401(a) of the Code\n     (a \"Qualified Plan\") is, and has been during the period from its adoption\n     to the date hereof, so qualified, both as to form and operation and all\n     necessary approvals of Governmental Authorities, including a favorable\n     determination as to the qualification under the Code of each of such\n     Qualified Plans and each amendment thereto, have been timely obtained.\n     Except as set forth in Schedule 5.16, all accrued contribution obligations\n     of the Company with respect to any Plan have either been fulfilled in their\n     entirety or are fully reflected in the Financial Statements.\n\n          (c) No Plan has incurred or will incur, and no Company nor any ERISA\n     Affiliate has incurred or will incur, with respect to any Plan, any\n     liability for excise tax or penalty due to the Internal Revenue Service.\n     There have been no terminations, partial terminations or discontinuances of\n     contributions to any Qualified Plan during the preceding five years without\n     notice to and approval by the Internal Revenue Service and payment of all\n     obligations and liabilities attributable to such Qualified Plan.\n\n          (d) Except as set forth in Schedule 5.16, neither the Company nor any\n     ERISA Affiliate has made any promises of retirement or other benefits to\n     employees, except as set forth in the Plans, and neither the Company nor\n     any ERISA Affiliate maintains or has established any Plan that is a\n     \"welfare benefit plan\" within the meaning of Section 3(1) of ERISA that\n     provides for continuing benefits or coverage for any participant or any\n     beneficiary of a participant after such participant's termination of\n     employment, except as may be required by Part 6 of Subtitle B of Title I of\n     ERISA and Section 4980B of the Code and similar state Law provisions, and\n     at the expense of the participant or the beneficiary of the participant, or\n     retiree medical liabilities.  Neither the Company nor any ERISA Affiliate\n     maintains, has established or has ever participated in a multiple employer\n     welfare benefit arrangement as described in Section 3(40)(A) of ERISA.\n     Except as set forth in\n\n \n     Schedule 5.16, neither the Company nor any ERISA Affiliate has any\n     current or future obligation or liability with respect to a Plan pursuant\n     to the provisions of a collective bargaining agreement.\n\n          (e) Neither the Company nor any ERISA Affiliate has incurred any\n     material liability to the Pension Benefit Guaranty Corporation in\n     connection with any Plan.  The assets of each Plan that are subject to\n     Title IV of ERISA are sufficient to provide the benefits under such Plan,\n     the payment of which the Pension Benefit Guaranty Corporation would\n     guarantee if such Plan were terminated, and such assets are also sufficient\n     to provide all other \"benefits liabilities\" (as defined in ERISA Section\n     4001(a)(16)) due under such Plan upon termination.\n\n          (f) No \"reportable event\" (as defined in Section 4043 of ERISA) has\n     occurred and is continuing with respect to any Plan.  There are no pending,\n     or to the Company's and the Stockholder's knowledge, threatened claims,\n     lawsuits or actions (other than routine claims for benefits in the ordinary\n     course) asserted or instituted against, and neither the Company nor any\n     ERISA Affiliate has knowledge of any threatened litigation or claims\n     against, the assets of any Plan or its related trust or against any\n     fiduciary of a Plan with respect to the operation of such Plan.  To the\n     Company's and the Stockholder's knowledge, there are no investigations or\n     audits of any Plan by any Governmental Authority currently pending and\n     there have been no such investigations or audits that have been concluded\n     that resulted in any liability to the Company or any ERISA Affiliate that\n     has not been fully discharged.  Neither the Company nor any ERISA Affiliate\n     has participated in any voluntary compliance or closing agreement programs\n     established with respect to the form or operation of a Plan.\n\n          (g) Neither the Company nor any ERISA Affiliate has engaged in any\n     prohibited transaction, within the meaning of Section 406 of ERISA or\n     Section 4975 of the Code, in connection with any Plan for which exemption\n     was not available.  Except as set forth in Schedule 5.16, neither  the\n     Company nor any ERISA Affiliate is, or ever has been, a participant in or\n     is obligated to make any payment to a multiemployer plan.  No person or\n     entity that was engaged by the Company or an ERISA Affiliate as an\n     independent contractor within the last five years reasonably can or will be\n     characterized or deemed to be an employee of the Company or an ERISA\n     Affiliate under applicable Laws for any purpose whatsoever, including,\n     without limitation, for purposes of federal, state and local income\n     taxation, workers' compensation and unemployment insurance and Plan\n     eligibility.\n\n     5.17  LITIGATION AND COMPLIANCE WITH LAW.  Except as set forth in\nSchedule 5.17, there are no claims, actions, suits or proceedings, pending or,\nto the knowledge of the Company and the Stockholder, threatened against or\naffecting the Company, at law or in equity, or before or by any Governmental\nAuthority having jurisdiction over the Company. No written notice of any claim,\naction, suit or proceeding, whether pending or threatened, has been received by\nthe Company and, to the Stockholder's and the Company's knowledge, there is no\nbasis therefor. Except to the extent set forth in Schedule 5.17, the Company has\nconducted and is conducting its business in compliance with all Laws applicable\nto the Company, its assets or the operation of its business.\n\n     5.18  TAXES.  For purposes of this Agreement, the term \"Taxes\" shall mean\nall taxes, charges, fees,\n\n \nlevies or other assessments including, without limitation, income, gross\nreceipts, excise, property, sales, withholding, social security, unemployment,\noccupation, use, service, service use, license, payroll, franchise, transfer and\nrecording taxes, fees and charges, imposed by the United States or any state,\nlocal or foreign government or subdivision or agency thereof, whether computed\non a separate, consolidated, unitary, combined or any other basis; and such term\nshall include any interest, fines, penalties or additional amounts attributable\nto or imposed with respect to any such taxes, charges, fees, levies or other\nassessments.  The Company has timely filed all requisite federal, state, local\nand other tax returns for all fiscal periods ended on or before the Closing, and\nhas duly paid in full or made adequate provision in the Financial Statements for\nthe payment of all Taxes for all periods ending at or prior to the Closing Date.\nThe Company has duly withheld and paid or remitted all Taxes required to have\nbeen withheld and paid in connection with amounts paid or owing to any employee,\nindependent contractor, creditor, shareholder or other person or entity that\nrequired withholding under any applicable Law, including, without limitation,\nany amounts required to be withheld or collected with respect to social\nsecurity, unemployment compensation, sales or use taxes or workers'\ncompensation.  There are no examinations in progress or claims against the\nCompany relating to Taxes for any period or periods prior to and including the\nBalance Sheet Date and no written notice of any claim for Taxes, whether pending\nor threatened, has been received.  The Company has not granted or been requested\nto grant any extension of the limitation period applicable to any claim for\nTaxes or assessments with respect to Taxes.  The Company is not a party to any\nTax allocation or sharing agreement and is not otherwise liable or obligated to\nindemnify any person or entity with respect to any Taxes.  The amounts shown as\naccruals for Taxes on the Interim Financial Statements as of the Balance Sheet\nDate are sufficient for the payment of all Taxes for all fiscal periods ended on\nor before that date.  True and complete copies of (a) any tax examinations, (b)\nextensions of statutory limitations and (c) the federal, state and local Tax\nreturns of the Company for the last three fiscal years have been previously\nprovided to Quanta.  There are no requests for ruling in respect of any Tax\npending between the Company and any Taxing authority.  The Company has been\ntaxed under the provisions of Subchapter S of the Code since June 1, 1992.  The\nCompany currently utilizes the accrual method of accounting for income tax\npurposes.  Such method of accounting has not changed in the past five years.\n\n     5.19  ABSENCE OF CHANGES.  Since the Balance Sheet Date, except as set\nforth in Schedule 5.19, the Company has conducted its operations in the ordinary\ncourse and there has not been:\n\n          (a) any material adverse change in the business, operations,\n     properties, condition (financial or other), assets, liabilities (contingent\n     or otherwise), results of operations or prospects of the Company, taken as\n     a whole;\n\n          (b) any damage, destruction or loss (whether or not covered by\n     insurance) materially adversely affecting the properties or business of the\n     Company, taken as a whole;\n\n          (c) any change in the authorized capital stock of the Company or in\n     its outstanding securities or any change in the Stockholder's ownership\n     interests in the Company or any grant of any options, warrants, calls,\n     conversion rights or commitments;\n\n \n          (d) any declaration or payment of any dividend or distribution in\n     respect of the capital stock or any direct or indirect redemption, purchase\n     or other acquisition of any of the capital stock of the Company;\n\n          (e) any increase in the compensation payable or to become payable by\n     the Company to the Stockholder or any of its officers, directors,\n     employees, consultants or agents, except for bonuses and salary increases\n     for employees, which bonuses and salary increases are set forth in Schedule\n     5.19;\n\n          (f) any significant work interruptions, labor grievances or claims\n     filed;\n\n          (g) except for the Merger, any sale or transfer, or any agreement to\n     sell or transfer, any material assets, properties or rights of the Company\n     to any person, including, without limitation, the Stockholder and his\n     Affiliates;\n\n          (h) any cancellation, or agreement to cancel, any indebtedness or\n     other obligation owing to the Company;\n\n          (i) any increase in the indebtedness of the Company, other than\n     accounts payable incurred in the ordinary course of business, consistent\n     with past practices or incurred in connection with the transactions\n     contemplated by this Agreement;\n\n          (j) any plan, agreement or arrangement granting any preferential\n     rights to purchase or acquire any interest in any of the assets, property\n     or rights of the Company or requiring consent of any party to the transfer\n     and assignment of any such assets, property or rights;\n\n          (k) any purchase or acquisition of, or agreement, plan or arrangement\n     to purchase or acquire, any property, rights or assets outside of the\n     ordinary course of the Company's business;\n\n          (j) any waiver of any material rights or claims of the Company;\n\n          (l) any material breach, amendment or termination of any material\n     contract, agreement, Permit or other right to which the Company is a party\n     or any of its property is subject; or\n\n          (m) any other material transaction by the Company outside the ordinary\n     course of business.\n\n     5.20  ACCOUNTS WITH BANKS AND BROKERAGES; POWERS OF ATTORNEY.  Schedule\n5.20 sets forth an accurate schedule, as of the date of this Agreement, of (a)\nthe name of each financial institution or brokerage firm in which the Company\nhas accounts or safe deposit boxes; (b) the names in which the accounts or boxes\nare held; (c) the type of account and the cash, cash equivalents and securities\nheld in such account as of the second business day prior to the Closing, none of\nwhich assets have been withdrawn from such accounts since such date except for\nbona fide business purposes in the ordinary course of the business of the\n\n \nCompany; and (d) the name of each person authorized to draw thereon or have\naccess thereto. Schedule 5.20 also sets forth the name of each person,\ncorporation, firm or other entity holding a general or special power of attorney\nfrom the Company and a description of the terms thereof.\n\n     5.21  ABSENCE OF CERTAIN BUSINESS PRACTICES.  Neither the Company nor any\nof its affiliates has given or offered to give anything of value to any\ngovernmental official, political party or candidate for government office that\nwas illegal to give or offer to give nor has it otherwise taken any action which\nwould constitute a violation of the Foreign Corrupt Practices Act of 1977, as\namended, or any similar Law.\n\n     5.22  COMPETING LINES OF BUSINESS; RELATED-PARTY TRANSACTIONS.  Except as\nset forth in Schedule 5.22, neither the Stockholder nor any other Affiliate of\nthe Company owns, directly or indirectly, any interest in, or is an officer,\ndirector, employee or consultant of or otherwise receives remuneration from, any\nbusiness which is in a Competitive Business or is a competitor, lessor, lessee,\ncustomer or supplier of the Company. Except as set forth in Schedule 5.22, no\nofficer or director of the Company nor the Stockholder has any interest in any\nproperty, real or personal, tangible or intangible, used in or pertaining to the\nbusiness of the Company.\n\n     5.23  INTANGIBLE PROPERTY.  Schedule 5.23 sets forth an accurate list of\nall patents, patent applications, trademarks, service marks, technology,\nlicenses, trade names, copyrights and other intellectual property or proprietary\nproperty rights owned or used by the Company. The Company owns or possesses, and\nthe assets of the Company include, sufficient legal rights to use all of such\nitems without conflict with or infringement of the rights of others.\n\n     5.24  TAX REORGANIZATION REPRESENTATION.  The Surviving Corporation will\nacquire substantially all of the properties of the Company within the meaning of\nSection 368(a)(2)(E) of the Code.\n\n     5.25  NO IMPLIED REPRESENTATIONS.  Notwithstanding anything to the\ncontrary contained in this Agreement, it is the express understanding of the\nStockholder and the Company that Quanta and Newco are not making any\nrepresentation or warranty whatsoever, express or implied, other than those\nrepresentations and warranties of Quanta and Newco expressly set forth in this\nAgreement.\n\n     5.26  DISCLOSURE.  The Stockholder and the Company have used commercially\nreasonable efforts to fully provide Quanta or its representatives with all the\ninformation that Quanta has requested in analyzing whether to consummate the\nMerger and the other transactions contemplated by this Agreement.  None of the\nrepresentations or warranties of the Stockholder to Quanta or Newco in this\nAgreement contains any untrue statement of a material fact or omits to state a\nmaterial fact necessary in order to make the statements herein, in light of the\ncircumstances under which they were made, not misleading.\n\n     5.27  YEAR 2000 COMPLIANCE.  All devices, systems, machinery, information\ntechnology, computer software and hardware, and other date sensitive technology\n(jointly and severally its \"systems\") necessary for the Company's business as\npresently conducted will be Year 2000 Compliant within a period of time\ncalculated to result in no material disruption of any of their business\noperations.  For purposes hereof, \"Year 2000 Compliant\" means that such systems\nare designed to be used prior to, during and after the Gregorian\n\n \ncalendar year 2000 A.D. and will operate during each such time period without\nerror relating to date data, specifically including any error relating to, or\nthe product of, date data which represents or references different centuries or\nmore than one century.\n\n                                  ARTICLE VI\n              REPRESENTATIONS AND WARRANTIES OF QUANTA AND NEWCO\n\n     Quanta and Newco jointly and severally represent and warrant to the\nStockholder as follows:\n\n     6.1  ORGANIZATION.  Each of Quanta and Newco is a corporation duly\norganized, validly existing and in good standing under the Laws of the State of\nDelaware. Each of Quanta and Newco is duly authorized and qualified under all\napplicable Laws to carry on its business in the places and in the manner now\nconducted. Each of Quanta and Newco has the requisite power and authority to\nown, lease and operate its assets and properties and to carry on its business as\nsuch business is currently being conducted.\n\n     6.2  AUTHORIZATION; NON-CONTRAVENTION; APPROVALS.\n\n          (a) Each of Quanta and Newco has the full legal right, power and\n     authority to enter into this Agreement and to consummate the transactions\n     contemplated hereby.  The execution, delivery and performance of this\n     Agreement has been approved by the boards of directors of Quanta and Newco\n     and by Quanta, as the sole stockholder of Newco.  No additional corporate\n     proceedings on the part of Quanta or Newco are necessary to authorize the\n     execution and delivery of this Agreement and the consummation by Quanta and\n     Newco of the transactions contemplated hereby.  This Agreement has been\n     duly and validly executed and delivered by Quanta and Newco, and, assuming\n     the due authorization, execution and delivery by the Company and the\n     Stockholder, constitutes valid and binding agreements of Quanta and Newco,\n     enforceable against Quanta and Newco in accordance with its terms.\n\n          (b) The execution and delivery of this Agreement by Quanta and Newco\n     do not, and the consummation by Quanta and Newco of the transactions\n     contemplated hereby will not, violate or result in a breach of any\n     provision of, or constitute a default (or an event which, with notice or\n     lapse of time or both, would constitute a default) under, or result in the\n     termination of, or accelerate the performance required by, or result in a\n     right of termination or acceleration under any of the terms, conditions or\n     provisions of (i) the Certificate of Incorporation or By-Laws of Quanta or\n     Newco, (ii) any Law applicable to either Quanta or Newco or any of its\n     properties or assets or (iii) any material note, bond, mortgage, indenture,\n     deed of trust, license, franchise, permit, concession, contract, lease or\n     other instrument, obligation or agreement of any kind to which Quanta or\n     Newco is now a party or by which either Quanta or Newco or any of its\n     properties or assets may be bound or affected.\n\n          (c) Except for the Merger Filings and such filings as may be required\n     under federal or state securities Laws, no declaration, filing or\n     registration with, or notice to, or authorization, consent or approval of,\n     any Governmental Authority is necessary for the execution and delivery of\n     this\n\n \n     Agreement by Quanta and Newco or the consummation by Quanta and Newco\n     of the transactions contemplated hereby.\n\n     6.3   QUANTA COMMON STOCK.  The shares of Quanta Common Stock to be\nissued to the Stockholder pursuant to the Merger are duly authorized and, when\nissued in accordance with the terms of this Agreement, will be validly issued,\nfully paid and nonassessable.  The issuance of Quanta Common Stock pursuant to\nthe Merger will transfer to the Stockholder valid title to such shares of Quanta\nCommon Stock, free and clear of all Encumbrances, except for any Encumbrances\ncreated by the Stockholder.\n\n     6.4  TAX REORGANIZATION REPRESENTATIONS.\n\n          (a) Prior to the Merger, Quanta will be in control of Newco within the\n     meaning of Section 368(c) of the Code.\n\n          (b) Quanta has no plan or intention to cause the Surviving Corporation\n     to issue additional shares of its stock that would result in Quanta losing\n     control of the Surviving Corporation within the meaning of Section 368(c)\n     of the Code.\n\n          (c) Quanta has no plan or intention to reacquire any of its stock\n     issued in the Merger.\n\n          (d) Quanta has no plan or intention to liquidate the Surviving\n     Corporation; to merge the Surviving Corporation with or into another\n     corporation; to sell or otherwise dispose of the stock of the Surviving\n     Corporation except for transfers of stock to another corporation controlled\n     by Quanta; or to cause the Surviving Corporation to sell or otherwise\n     dispose of any of its assets, except for dispositions made in the ordinary\n     course of business or transfers of assets to a corporation controlled by\n     Quanta.\n\n          (e) Following the Closing, Quanta's intention is that the Surviving\n     Corporation will continue the historic business of the Company or use a\n     significant portion of the historic business assets of the Company in a\n     business, all as required to satisfy the \"continuity of business\n     enterprise\" requirement under Section 368 of the Code.\n\n          (f) Quanta does not own, nor has it owned during the past five years,\n     any shares of the stock of the Company.\n\n          (g) Each of Quanta and Newco is undertaking the Merger for a bona fide\n     business purpose and not merely for the avoidance of federal income tax.\n\n          (h) Neither Quanta nor Newco is an investment company as defined in\n     Section 368(a)(2)(F)(iii) and (iv) of the Code.\n\n \n          (i) As of the Closing Date, the fair market value of the assets of\n     Newco will exceed the sum of Newco's liabilities plus the amount of other\n     liabilities, if any, to which Newco's assets are subject.\n\n     6.5  SEC FILINGS; DISCLOSURE. Quanta has filed with the SEC all material\nforms, statements, reports and documents required to be filed by it prior to the\ndate hereof under each of the 1933 Act and the 1934 Act and the respective rules\nand regulations thereunder, (a) all of which, as amended, if applicable,\ncomplied when filed in all material respects with all applicable requirements of\nthe appropriate Act and the rules and regulations thereunder, and (b) none of\nwhich, as amended, if applicable, contains any untrue statement of material fact\nor omits to state a material fact required to be stated therein or necessary in\norder to make the statements made therein, in the light of the circumstances\nunder which they were made and at the time they were made, not misleading.\n\n     6.6  NO IMPLIED REPRESENTATIONS.  Notwithstanding anything to the\ncontrary contained in this Agreement, it is the express understanding of Quanta\nand Newco that the Stockholder is not making any representation or warranty\nwhatsoever, express or implied, other than those representations and warranties\nof the Stockholder expressly set forth in this Agreement.\n\n     6.7  DISCLOSURE.  Quanta has fully provided the Stockholder or his\nrepresentatives with all the information that the Stockholder has requested in\nanalyzing whether to consummate the Merger. None of the information so provided\nnor any representation or warranty of Quanta contained in this Agreement\ncontains any untrue statement of a material fact or omits to state a material\nfact necessary in order to make the statements herein or therein, in light of\nthe circumstances under which they were made, not misleading.\n\n\n                                  ARTICLE VII\n                               CERTAIN COVENANTS\n\n     7.1.  RELEASE FROM GUARANTEES.  Quanta shall use its commercially\nreasonable best efforts to have the Stockholder released from the personal\nguarantees of the Company's indebtedness and other obligations identified in\nSchedule 7.1 within 90 days after the Closing Date.  Quanta hereby agrees to\nindemnify and defend the Stockholder and hold the Stockholder harmless for any\namounts that the Stockholder is required to pay in connection with the\nenforcement of any obligations under such personal guarantees after the Closing,\nincluding without limitation any reasonable attorneys' fees and expenses\nincurred in connection therewith.\n\n     7.2.  FUTURE COOPERATION; TAX MATTERS.\n\n     (a)   The Stockholder and Quanta shall each deliver or cause to be\n           delivered to the other following the Closing such additional\n           instruments as the other may reasonably request for the purpose of\n           fully carrying out this Agreement. The Stockholder will cooperate and\n           use his commercially reasonable best efforts to have the present\n           officers, directors and employees of the Company cooperate with\n           Quanta and the Surviving Corporation at and after the Closing\n\n \n           in furnishing information, evidence, testimony and other assistance\n           in connection with any actions, proceedings, arrangements or disputes\n           of any nature with respect to matters pertaining to all periods prior\n           to the Closing. Each party will bear its out-of-pocket costs and\n           expenses paid or incurred in connection with any action taken\n           pursuant to this Section 7.2.\n\n     (b)   The Stockholder shall prepare or cause to be prepared and file or\n           cause to be filed all Tax returns for the Company for all periods\n           ending on or prior to the Closing which are filed after the Closing\n           consistent with the principles used to prepare such returns in\n           previous periods. The Stockholder shall permit representatives of\n           Quanta to review and comment on each such Tax return described in the\n           preceding sentence prior to filing. The Stockholder shall include any\n           income, gain, loss, deduction or other tax items for such periods on\n           his Tax returns in a manner consistent with the Schedule K-1's\n           prepared by the Stockholder for such periods.\n\n     (c)   Quanta and the Stockholder shall cooperate fully, as and to the\n           extent reasonably requested by the other party, in connection with\n           the filing of Tax returns pursuant to this Section 7.2 and any audit,\n           litigation or other proceeding with respect to Taxes. Such\n           cooperation shall include the retention and (upon either party's\n           request) the provision of records and information which are\n           reasonably relevant to any such audit, litigation or other proceeding\n           and making employees available on a mutually convenient basis to\n           provide additional information and explanation of any material\n           provided hereunder. Quanta, the Company and the Stockholder agree (i)\n           to retain all books and records with respect to Tax matters pertinent\n           to the Company relating to any taxable period beginning before the\n           Closing until the expiration of the statute of limitations (and to\n           the extent notified by Quanta or the Company, any extensions thereof)\n           of the respective tax periods, and to abide by all record retention\n           agreements entered into with any taxing authority, and (ii) to give\n           the other party reasonable written notice prior to transferring,\n           destroying or discarding any such books and records and, if the other\n           party so requests, Quanta and the Company shall allow the\n           Stockholder, or the Stockholder shall allow Quanta or the Company, as\n           the case may be, to take possession of such books and records.\n\n     7.3. EXPENSES.  Quanta will pay the fees, expenses and disbursements\nof Quanta and its agents, representatives, accountants and counsel incurred in\nconnection with the execution, delivery and performance of this Agreement and\nany amendments hereto.  Upon consummation of the Merger, the Company will be\nresponsible for the fees and expenses of Arthur Andersen LLP's audit or audit\nrelated procedures in connection with the transactions contemplated hereby.  The\nStockholder will pay the fees, expenses and disbursements incurred by him and\nthose of  the Company's agents, representatives, financial advisors, accountants\n(excluding the fees, expenses and disbursements of Arthur Andersen LLP) and\ncounsel incurred in connection with the execution, delivery and performance of\nthis Agreement and any amendments hereto and the consummation of the\ntransactions contemplated  hereby, including, without limitation, accounting\nfees and related expenses attributable to the final Tax returns of the Company\nand the Stockholder for periods through the Closing.  The Stockholder will also\npay any costs associated with business brokers or other advisors engaged by the\nStockholder or the Company.\n\n \n     7.4.  LEGAL OPINION.  At the Closing, the Company and the Stockholder\nshall cause their legal counsel, Kilpatrick Stockton LLP, to deliver to Quanta a\nlegal opinion in form and substance acceptable to Quanta.\n\n     7.5.  EMPLOYMENT AGREEMENTS.  Concurrently with the execution of this\nAgreement, the Surviving Corporation shall enter into a mutually acceptable\nEmployment Agreement with each of the individuals identified on Schedule 7.5\n(collectively, the \"Employment Agreements\").\n\n     7.6.  REPAYMENT OF RELATED PARTY INDEBTEDNESS.  Concurrently with the\nexecution of this Agreement, (a) the Stockholder shall repay to the Company all\namounts outstanding as advances to or receivables from the Stockholder, each of\nwhich advances or receivables is specifically reflected in Schedule 5.7, and (b)\nthe Company shall repay all amounts outstanding under loans to the Company from\nthe Stockholder, each of which loans to the Company is specifically reflected in\nSchedule 5.6.\n\n     7.7.  STOCK OPTIONS.  Quanta shall recommend to the Compensation\nCommittee of its Board of Directors that it grant nonqualified options to\npurchase an aggregate of 150,000 shares of Quanta Common Stock as of the Closing\nDate under Quanta's 1997 Stock Option Plan (the \"Option Plan\") to certain key\nemployees of the Company (other than the Stockholder), as set forth on Schedule\n7.7 in the amounts listed thereon. Schedule 7.7 shall also include the social\nsecurity number and home address of each individual listed thereon. Such options\nshall vest in equal annual increments for four years, commencing on the first\nanniversary of the Closing Date.\n\n     7.8.  LEASE AGREEMENT.   Concurrently with the execution of this Agreement,\nthe Surviving Corporation shall enter into a mutually acceptable Lease Agreement\nwith Stockholder for the offices of the Company located at 6001 Live Oak\nParkway, Norcross, Georgia (the \"Lease\").\n\n     7.9  REGISTRATION RIGHTS.\n\n          (a)  Quanta shall cause to be filed with the SEC by October 31, 1999,\n               a shelf registration statement providing for the registration and\n               resale on a continuous or delayed basis by the Stockholder the\n               Registrable Stock pursuant to Rule 415 under the Act, and Quanta\n               shall use its commercially reasonable efforts to become or be\n               declared effective as soon as practicable.  Quanta shall use its\n               commercially reasonable efforts to keep such registration\n               statement continuously effective, supplemented and amended as\n               provided in this Section 7.9 until the second anniversary of the\n               Closing Date.\n\n          (b)  In connection with the registration required by Section 7.9(a),\n               Quanta will use its commercially reasonable efforts to as\n               expeditiously as possible:\n\n               (i)    prepare and file with the SEC such amendments and\n                      supplements to such  registration statement and prospectus\n                      used in connection therewith as may be necessary to keep\n                      such registration statement for such period as shall be\n\n \n                      required for the disposition pursuant to the terms of such\n                      registration of all shares of Registrable Stock, and to\n                      comply with the provisions of the 1933 Act with respect to\n                      the disposition of all securities covered by such\n                      registration statement during such period in accordance\n                      with the intended methods of distribution by the\n                      Stockholder set forth in such registration statement;\n\n               (ii)   furnish to the Stockholder such number of copies of such\n                      registration statement, each amendment and supplement\n                      thereto, in each case including all exhibits, the\n                      prospectus included in such registration statement\n                      (including each preliminary prospectus) and such other\n                      documents as the Stockholder may reasonably request in\n                      order to facilitate the disposition of the Registrable\n                      Stock;\n\n               (iii)  qualify such Registrable Stock under such other\n                      securities, under such other securities or blue sky laws\n                      of such jurisdictions as the Stockholder reasonably\n                      requests to keep such registration or qualification in\n                      effect for as long as the relevant registration statement\n                      is in effect and do any and all other acts and things\n                      which may be reasonably necessary or advisable to enable\n                      Stockholder to consummate the disposition in such\n                      jurisdictions of the Registrable Stock; provided, however,\n                      Quanta will not be required to qualify generally to do\n                      business in any jurisdiction where it would not otherwise\n                      be required to qualify but for this subsection or to\n                      consent to general service of process in any such\n                      jurisdiction;\n\n               (iv)   notify Stockholder at any time when a prospectus included\n                      in such registration statement is required to be delivered\n                      under the 1933 Act, of the happening of any event as a\n                      result of which the prospectus included in such\n                      registration statement includes an untrue statement of a\n                      material fact or omits any fact necessary to make the\n                      statements therein not misleading and, at the request of\n                      Stockholder, Quanta will promptly prepare a supplement or\n                      amendment to such prospectus so that, as thereafter\n                      delivered to purchasers of such Registrable Stock, such\n                      prospectus will not contain an untrue statement of a\n                      material fact or omit to state any fact necessary to make\n                      the statements therein, in light of the circumstances\n                      under which such statements are made, not misleading;\n\n               (v)    cause all such Registrable Stock to be listed on each\n                      securities exchange on which similar securities issued by\n                      Quanta are then listed and to be qualified for trading on\n                      each system on which similar securities issued by Quanta\n                      are from time to time qualified;\n\n \n               (vi)   provide a transfer agent and a registrar for all such\n                      Registrable Stock not later than the effective date of\n                      such registration statement and thereafter maintain such a\n                      transfer agent and registrar;\n\n               (vii)  otherwise use its best efforts to comply with all\n                      applicable rules and regulations of the SEC, and make\n                      available to its security holders, as soon as practicable,\n                      an earnings statement covering the period of at least 12\n                      months beginning with the first day of Quanta's first full\n                      calendar quarter after the effective date of the\n                      registration statement, which earnings statement shall\n                      satisfy the provisions of Section 11(a) of the 1933 Act\n                      and Rule 158 thereunder; and\n\n               (viii) in the event of the issuance of any stop order suspending\n                      the effectiveness of such registration statement, or of\n                      any order suspending or preventing the use of any related\n                      prospectus or suspending the qualification of any\n                      Registrable Stock included in any registration statement\n                      for sale in any jurisdiction, Quanta will promptly notify\n                      the Stockholder thereof and will use its commercially\n                      reasonable efforts promptly to obtain the withdrawal of\n                      such order.\n\n                      The Stockholder agrees that if Quanta has delivered\n                      preliminary or final prospectuses to Stockholder and after\n                      having done so Quanta shall give notice to Stockholder\n                      that (i) the prospectus needs to be amended or\n                      supplemented to comply with the requirements of the 1933\n                      Act, (ii) a stop order suspending the effectiveness of the\n                      registration is issued by the SEC or (iii) a Potential\n                      Material Event shall exist, then Stockholder shall\n                      immediately cease making offers and sales of Registrable\n                      Stock and return all remaining prospectuses to Quanta.\n                      Following such amendment or supplement, the lifting of any\n                      stop order or such time as the Potential Material Event\n                      shall no longer exist, Quanta shall promptly provide\n                      Stockholder with revised prospectuses and, following\n                      receipt of the revised prospectuses, Stockholder shall be\n                      free to resume making offers of the Registrable Stock, or\n                      any portion thereof. The period during which Quanta\n                      exercises its rights described in this paragraph to\n                      postpone, delay or interrupt the offer and sale of the\n                      Registrable Stock or during the pendency of any stop\n                      order, injunction or other order or requirement of the SEC\n                      or any other governmental agency or court shall be added\n                      to the period for which Quanta must keep such registration\n                      effective pursuant to subsection (i) of this Section\n                      7.9(b).\n\n          (c)  Quanta shall pay all expenses incident to Quanta's performance of\n               or compliance with this Section 7.9, including, without\n               limitation, all registration, SEC filing fees, New York Stock\n               Exchange fees, all fees and expenses of complying with securities\n               or blue sky laws, printing expenses, the fees and disbursements\n               of counsel for Quanta\n\n \n               and of its independent public accountants, provided, however,\n               that Quanta shall not pay, and Stockholder shall pay, any\n               underwriting discounts, commissions and transfer taxes in respect\n               of the Registrable Stock being registered.\n\n          (d)  As a condition to Quanta's obligations hereunder, Stockholder\n               shall furnish to Quanta such information regarding Stockholder\n               and the distribution proposed by Stockholder as Quanta may\n               reasonably request and as shall be required in connection with\n               any registration, qualification or compliance contemplated by\n               this Agreement.\n\n          (e)  Quanta agrees to indemnify, to the extent permitted by law,\n               Stockholder against all Losses caused by any untrue or alleged\n               untrue statement of material fact contained in the registration\n               statement required by this Section 7.9, including any prospectus\n               or preliminary prospectus included therein, or any amendment\n               thereof or supplement thereto or any omission or alleged omission\n               of a material fact required to be stated therein or necessary to\n               make the statements therein not misleading, except insofar as the\n               same are caused by or contained in any information furnished in\n               writing to Quanta by Stockholder expressly for use therein or by\n               Stockholder's failure to deliver a copy of the registration\n               statement or prospectus or any amendments or supplements thereto\n               after Quanta has furnished Stockholder with a sufficient number\n               of copies of the same.  Any claim to indemnification pursuant to\n               this Section 7.9(e) shall be made pursuant to Article VIII\n               hereof.\n\n          (f)  In connection with any registration statement, Stockholder will,\n               to the extent permitted by law, indemnify Quanta, its directors\n               and officers and each person who controls Quanta (within the\n               meaning of the 1933 Act) against any Losses resulting from any\n               untrue or alleged untrue statement of material fact contained in\n               the registration statement, prospectus or preliminary prospectus\n               or any amendment thereof or supplement thereto or any omission or\n               alleged omission of a material fact required to be stated therein\n               or necessary to make the statements therein not misleading (but\n               only to the extent that any such untrue statement or omission is\n               contained in any information or affidavit so furnished in writing\n               by Stockholder for use therein) and any failure of Stockholder to\n               deliver a copy of the registration statement or prospectus or any\n               amendments or supplements thereto after Quanta has furnished\n               Stockholder with a sufficient number of copies of the same.  Any\n               claim to indemnification pursuant to this Section 7.9(f) shall be\n               made pursuant to Article VIII hereof.\n\n                                  ARTICLE VIII\n                                INDEMNIFICATION\n\n     The Stockholder, Quanta and Newco each make the following covenants:\n\n     8.1.  GENERAL INDEMNIFICATION BY THE STOCKHOLDER.  Subject to Section 8.5\nand Section 8.6 the\n\n \nStockholder covenants and agrees that he will (without any right of\nindemnification or contribution from the Company) indemnify, defend, protect and\nhold harmless Quanta, Newco and the Surviving Corporation, and their respective\nofficers, directors, employees, stockholder, agents, representatives and\nAffiliates, at all times from and after the date of this Agreement from and\nagainst all Losses incurred by any of such indemnified persons as a result of or\narising from (a) until the Expiration Date any breach of the representations and\nwarranties of the Stockholder set forth herein or in the Schedules or\ncertificates delivered in connection herewith, (b) any breach or nonfulfillment\nof any covenant or agreement on the part of the Stockholder or the Company under\nthis Agreement, (c) all income Taxes payable by the Company for all periods\nprior to and including the Closing Date, (d) all transfer and other Taxes\narising from the transactions contemplated by this Agreement or (e) as the\nresult of the breach of, or non-compliance by the Company with, any\nEnvironmental, Health and Safety Law prior to the Closing.\n\n     8.2.  INDEMNIFICATION BY QUANTA.  Subject to Section 8.5 and Section 8.6,\nQuanta covenants and agrees that it will indemnify, defend, protect and hold\nharmless the Stockholder and his respective agents, representatives, Affiliates,\nbeneficiaries and heirs and employees at all times from and after the date of\nthis Agreement from and against all Losses incurred by any of such indemnified\npersons as a result of or arising from (a) until the Expiration Date, any breach\nof the representations and warranties of Quanta or Newco set forth herein or in\nthe Schedules or certificates attached hereto or (b) any breach or\nnonfulfillment of any covenant or agreement on the part of Quanta or Newco under\nthis Agreement.\n\n     8.3.  THIRD PERSON CLAIMS.  Promptly after any party hereto (hereinafter\nthe \"Indemnified Party\") has received notice of or has knowledge of any claim by\na person not a party to this Agreement (\"Third Person\"), of the commencement of\nany action or proceeding by a Third Person, which the Indemnified Party believes\nin good faith is an indemnifiable claim under this Agreement, the Indemnified\nParty shall give to the party obligated to provide indemnification pursuant to\nSections 8.1 or 8.2 hereof (hereinafter the \"Indemnifying Party\") written notice\nof such claim or the commencement of such action or proceeding. Such notice\nshall state the nature and the basis of such claim and a reasonable estimate of\nthe amount thereof. The Indemnifying Party shall have the right to defend and\nsettle, at its own expense and by its own counsel, any such matter so long as\nthe Indemnifying Party pursues the same diligently and in good faith. If the\nIndemnifying Party undertakes to defend or settle, it shall promptly notify the\nIndemnified Party of its intention to do so, and the Indemnified Party shall\ncooperate with the Indemnifying Party and its counsel in all commercially\nreasonable respects in the defense thereof and in any settlement thereof. Such\ncooperation shall include, but shall not be limited to, furnishing the\nIndemnifying Party with any books, records and other information reasonably\nrequested by the Indemnifying Party and in the Indemnified Party's possession or\ncontrol. After the Indemnifying Party has notified the Indemnified Party of its\nintention to undertake to defend or settle any such asserted liability, and for\nso long as the Indemnifying Party diligently pursues such defense, the\nIndemnifying Party shall not be liable for any additional legal expenses\nincurred by the Indemnified Party in connection with any defense or settlement\nof such asserted liability; provided, however, that the Indemnified Party shall\nbe entitled, at its expense, to participate in the defense of such asserted\nliability and the negotiations of the settlement thereof. The Indemnifying Party\nshall not settle any such Third Person claim without the consent of the\nIndemnified Party, unless the settlement thereof imposes no liability or\nobligation on, and includes a complete release from liability of, the\nIndemnified Party. If the Indemnifying Party desires to accept a final and\ncomplete settlement of any such Third Person claim and the\n\n \nIndemnified Party refuses to consent to such settlement, then the Indemnifying\nParty's liability under this Section with respect to such Third Person claim\nshall be limited to the amount so offered in settlement by said Third Person;\nprovided, however, that notwithstanding the foregoing, the Indemnified Party\nshall be entitled to refuse to consent to any such proposed settlement and the\nIndemnifying Party's liability hereunder shall not be limited by the amount of\nthe proposed settlement if such settlement does not provide for the complete\nrelease of the Indemnified Party. If, upon receiving notice, the Indemnifying\nParty does not timely undertake to defend such matter to which the Indemnified\nParty is entitled to indemnification hereunder, or fails diligently to pursue\nsuch defense, the Indemnified Party may undertake such defense through counsel\nof its choice, at the cost and expense of the Indemnifying Party, and the\nIndemnified Party may settle such matter, in its discretion, and the\nIndemnifying Party shall reimburse the Indemnified Party for the amount paid in\nsuch settlement and any other liabilities or expenses incurred by the\nIndemnified Party in connection therewith.\n\n     8.4. NON-THIRD PERSON CLAIMS.  In the event that any Indemnified Party\nasserts the existence of a claim giving rise to Losses (but excluding claims\nresulting from the assertion of liability by Third Persons), such party shall\ngive written notice to the Indemnifying Party.  Such written notice shall state\nthat it is being given pursuant to this Section 8.4, specify the nature and\namount of the claim asserted, and indicate the date on which such assertion\nshall be deemed accepted and the amount of the claim deemed a valid claim (such\ndate to be established in accordance with the next sentence).  If such\nindemnifying Party, within 60 days after the mailing of notice by such\nIndemnified Party, shall not give written notice to such Indemnified Party\nannouncing such Indemnifying Party's intent to contest such assertion of such\nIndemnified Party, such assertion shall be deemed accepted and the amount of\nsuch claim shall be deemed a valid claim.  In the event, however, that such\nIndemnifying Party contests such assertion of a claim by giving such written\nnotice to the Indemnified Party within said period, then the parties shall act\nin good faith to reach agreement regarding such claim.  In the event that\nlitigation shall arise with respect to any such claim, the prevailing party\nshall be entitled to reimbursement of costs and expenses incurred in connection\nwith such litigation including reasonable attorneys' fees, if the parties\nhereto, acting in good faith, cannot reach agreement with respect to such claim\nwithin 60 days after the notice provided by the Indemnified Party.\n\n     8.5.  INDEMNIFICATION DEDUCTIBLE.  Neither the Stockholder, on the one\nhand, nor Quanta, Newco and the Surviving Corporation, on the other hand, shall\nbe entitled to indemnification from the other under the provisions of Section\n8.1(a) or Section 8.2(a), as the case may be, until such time as, and only to\nthe extent that, the claims subject to indemnification by such other party\nexceed, in the aggregate, $600,000. Notwithstanding the foregoing, the\nlimitations set forth in this Section 8.5 shall not apply to fraudulent\nmisrepresentations.\n\n     8.6.  INDEMNIFICATION LIMITATION.  Subject to Section 8.5, the aggregate\nindemnification obligation of the Stockholder under Section 8.1(a) and of Quanta\nand Newco under Section 8.2(a) shall be limited to $60,000,000.  Notwithstanding\nthe foregoing, the limitations set forth in this Section 8.6 not apply to\nfraudulent misrepresentations.\n\n \n     8.7.  INDEMNIFICATION FOR NEGLIGENCE OF INDEMNIFIED PARTY.  THE RIGHTS TO\nINDEMNIFICATION UNDER THIS ARTICLE VIII INCLUDE RIGHTS TO INDEMNIFICATION FOR\nTHE RESULTS OF AN INDEMNIFIED PARTY'S ACTUAL OR ALLEGED NEGLIGENCE, IF SUCH\nINDEMNIFIED PARTY WOULD OTHERWISE BE ENTITLED TO INDEMNIFICATION HEREUNDER.\n\n     8.8  EXCLUSIVE REMEDY.  Except as expressly provided in this Agreement, the\nprovisions of this Article VIII, absent fraud, shall be the sole and exclusive\nremedy of any party after the Closing Date for any damage, claim, cause of\naction or right of any nature arising out of or relating to this Agreement, the\ncertificates or other documents executed or delivered herewith, or the\ntransactions contemplated hereby. Notwithstanding the foregoing, the limitations\nset forth in this Section 8.8 shall not apply to equitable relief sought by\nQuanta with regard to the covenants of the Stockholder set forth in Section 7.2,\nARTICLE IX or ARTICLE X.\n\n\n                                   ARTICLE IX\n                            NONCOMPETITION COVENANTS\n\n     9.1  PROHIBITED ACTIVITIES.\n\n          (a) For no additional consideration, the Stockholder will not for five\n     years following the  Closing Date and, if longer, one year following\n     Stockholder's termination of employment with the Surviving Corporation or\n     its Affiliates (with the applicable period being herein referred to as the\n     \"Noncompete Term\"), directly or indirectly, for himself or on behalf of or\n     in conjunction with any other person, company, partnership, corporation or\n     business of whatever nature:\n\n               (i)    engage, as an officer, director, shareholder, owner,\n                      partner, joint venturer, or in a managerial or advisory\n                      capacity, whether as an employee, independent contractor,\n                      consultant or advisor, or as a sales representative, in\n                      any Competitive Business within 150 miles of (A) where the\n                      Company or any of its subsidiaries conducts a Competitive\n                      Business, or has conducted a Competitive Business within\n                      the past three years or (B) where Quanta or the Surviving\n                      Corporation or an Affiliate of Quanta or the Surviving\n                      Corporation conducts a Competitive Business after the\n                      Closing that is, within six months prior to the date of\n                      termination of Stockholder's employment, a Competitive\n                      Business under his supervision or managerial authority\n                      (such areas being herein referred to as the \"Territory\");\n\n               (ii)   call upon any person, who is, at that time, an employee or\n                      consultant of Quanta, the Surviving Corporation or any of\n                      their respective subsidiaries, for the purpose or with the\n                      intent or effect of enticing such employee or consultant\n                      away from or out of the employ or contract with Quanta,\n                      the Surviving Corporation or any of their respective\n                      subsidiaries; or\n\n \n               (iii)  call upon any person or entity which is, at that time, or\n                      which has been, within one year prior to that time, a\n                      customer of the Company, Quanta or the Surviving\n                      Corporation or any of the subsidiaries of such parties\n                      within the Territory for the purpose of soliciting or\n                      selling services or products in a Competitive Business\n                      within the Territory.\n\n          (b) Notwithstanding the above, Section 9.1(a) shall not be deemed to\n     prohibit  Stockholder from acquiring, as a passive investor with no\n     involvement in the operations of the business, not more than one percent of\n     the capital stock of a Competitive Business whose stock is publicly traded\n     on a national securities exchange, The NASDAQ Stock Market or over-the-\n     counter.\n\n     9.2.     EQUITABLE RELIEF.  Because of the difficulty of measuring economic\nlosses to Quanta and the Surviving Corporation as a result of a breach of the\nforegoing covenant, because a breach of such covenant would diminish the value\nof the assets and business of the Company being sold pursuant to this Agreement,\nand because of the immediate and irreparable damage that could be caused to\nQuanta and the Surviving Corporation for which it would have no other adequate\nremedy, Stockholder agrees that the foregoing covenant may be enforced against\nhim by injunctions, restraining orders and other equitable actions.\n\n     9.3     REASONABLE RESTRAINT.  It is agreed by the parties hereto that the\nforegoing covenants in this ARTICLE IX are necessary in terms of time, activity\nand territory to protect Quanta's and the Surviving Corporation's interest in\nthe assets and business being acquired pursuant to the terms of this Agreement\nand impose a reasonable restraint on Stockholder in light of the activities and\nbusinesses of the Company on the date of the execution of this Agreement and the\ncurrent plans of the Company.\n\n     9.4.  SEVERABILITY; REFORMATION.  The covenants in this ARTICLE IX are\nseverable and separate, and the unenforceability of any specific covenant shall\nnot affect the continuing validity and enforceability of any other covenant. In\nthe event any court of competent jurisdiction shall determine that the scope,\ntime or territorial restrictions set forth in this ARTICLE IX are unreasonable\nand therefore unenforceable, then it is the intention of the parties that such\nrestrictions be enforced to the fullest extent which the court deems reasonable\nand this Agreement shall thereby be reformed.\n\n     9.5.  MATERIAL AND INDEPENDENT COVENANT.  Stockholder acknowledges that\nhis agreements and the covenants set forth in this ARTICLE IX are material\nconditions to Quanta's and Newco's agreements to execute and deliver this\nAgreement and to consummate the transactions contemplated hereby and that Quanta\nand Newco would not have entered into this Agreement without such covenants. All\nof the covenants in this ARTICLE IX shall be construed as an agreement\nindependent of any other provision in this Agreement.\n\n\n                                   ARTICLE X\n                   NONDISCLOSURE OF CONFIDENTIAL INFORMATION\n\n     10.1.  GENERAL.  Stockholder recognizes and acknowledges that he had in\nthe past, currently has,\n\n \nand in the future will have, access to certain confidential information relating\nto the businesses of the Company, such as lists of customers, operational\npolicies, and pricing and cost policies that are, and following the Closing will\nbe, valuable, special and unique assets of the Surviving Corporation.\nStockholder agrees that he will not use or disclose such confidential\ninformation to any person, firm, corporation, association or other entity for\nany purpose whatsoever, except as is required in the course of performing his\nduties, if any, to the Surviving Corporation and\/or Quanta, unless (a) such\ninformation becomes known to the public generally through no fault of\nStockholder, or (b) disclosure is required by Law, provided that prior to\ndisclosing any information pursuant to this clause (b) Stockholder shall, if\ncommercially reasonable, give prior written notice thereof to Quanta and the\nSurviving Corporation and provide Quanta with the opportunity to contest such\ndisclosure.  In the event of a breach or threatened breach by Stockholder of the\nprovisions of this Section, Quanta shall be entitled to an injunction\nrestraining Stockholder from disclosing, in whole or in part, such confidential\ninformation.  Nothing herein shall be construed as prohibiting Quanta from\npursuing any other available remedy for such breach or threatened breach,\nincluding, without limitation, the recovery of damages.\n\n     10.2.  EQUITABLE RELIEF.  Because of the difficulty of measuring economic\nlosses as a result of the breach of the foregoing covenants, because a breach of\nsuch covenant would diminish the value of the assets and business of the Company\nbeing sold pursuant to this Agreement, and because of the immediate and\nirreparable damage that would be caused for which the Surviving Corporation\nand\/or Quanta would have no other adequate remedy, Stockholder agrees that the\nforegoing covenants may be enforced against him by injunctions, restraining\norders and other equitable actions.\n\n\n                                   ARTICLE XI\n                             INTENDED TAX TREATMENT\n\n     11.1.   TAX-FREE REORGANIZATION.  Quanta and the Stockholder are\nentering into this Agreement with the intention that the Merger qualify as a\ntax-free reorganization for federal income tax purposes, except to the extent\nof any \"boot\" received, and neither Quanta nor the Stockholder will take any\nactions that disqualify the Merger for such treatment.\n\n\n                                  ARTICLE XII\n              FEDERAL SECURITIES ACT AND CONTRACTUAL RESTRICTIONS\n                             ON QUANTA COMMON STOCK\n\n     12.1  COMPLIANCE WITH LAW.   The Stockholder acknowledges the shares of\nQuanta Common Stock  issued in accordance with the terms of this Agreement (the\n\"Restricted Shares\") will not be registered under the 1933 Act, except as\nrequired by Section 7.9, and therefore may not be resold without compliance with\nthe 1933 Act.  The Restricted Shares are being or will be acquired by the\nStockholder solely for his own account, for investment purposes only, and with\nno present intention of distributing, selling or otherwise disposing of them in\nconnection with a distribution.  The Stockholder covenants, warrants and\nrepresents that none of the Restricted Shares will be, directly or indirectly,\noffered, sold, assigned, pledged,\n\n \nhypothecated, transferred or otherwise disposed of except after full compliance\nwith all of the applicable provisions of the 1933 Act and the rules and\nregulations of the SEC. Until the effective date of the shelf registration\nstatement filed pursuant to Section 7.9, certificates representing the shares of\nQuanta Common Stock issued at the Closing shall bear the following legend:\n\n     THE SHARES REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION\n     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (\"SECURITIES ACT\"),\n     OR ANY APPLICABLE STATE SECURITIES LAWS.  THE SHARES REPRESENTED HEREBY\n     HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS\n     SUCH SALE OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT\n     UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE\n     OPINION OF COUNSEL TO THE ISSUER, IS EXEMPT FROM THE REGISTRATION\n     REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.\n\n     12.2.  ECONOMIC RISK; SOPHISTICATION; ACCREDITED INVESTORS.  Stockholder\nis able to bear the economic risk of an investment in the Restricted Shares and\ncan afford to sustain a total loss of such investment.  Stockholder has such\nknowledge and experience in financial and business matters that he is capable of\nevaluating the merits and risks of the proposed investment and therefore has the\ncapacity to protect his own interests in connection with the acquisition of the\nRestricted Shares pursuant hereto. Stockholder represents to Quanta and Newco\nthat he is an \"accredited investor,\" as that term is defined in Regulation D\nunder the 1933 Act.  Stockholder or his representatives have had an adequate\nopportunity to ask questions and receive answers from the officers of Quanta and\nNewco concerning, among other matters, Quanta, its management, its plans for the\noperation of its business and potential additional acquisitions.\n\n     12.3  RESTRICTION ON SALE OR OTHER TRANSFER OF RESTRICTED SHARES.\nStockholder covenants, warrants and represents that, (i) 50% of the shares of\nQuanta Common Stock issued at the Closing will not be offered, sold, assigned,\npledged, hypothecated, transferred or otherwise disposed of, directly or\nindirectly, during the one-year period commencing on the Closing Date (the\n\"Initial Lockup Period\") and (ii) 25% of the shares of Quanta Common Stock\nissued at the Closing will not be offered, sold, assigned, pledged,\nhypothecated, transferred or otherwise disposed of, directly or indirectly,\nduring the two-year period commencing on the Closing Date (the \"Secondary Lockup\nPeriod\" and together with the Initial Lockup Period, the \"Lockup Periods\"), and,\nafter the applicable Lockup Period, the shares of Quanta Common Stock issued at\nthe Closing may be offered, sold, assigned, pledged, hypothecated, transferred\nor otherwise disposed of directly or indirectly, only after full compliance with\nall of the applicable provisions of the 1933 Act and the rules and regulations\nof the SEC; and, during the applicable Lockup Period, Stockholder shall not\nengage in put, call, short-sale, hedge, straddle or similar transactions\nintended to reduce the Stockholder's risk of owning the shares subject to lockup\nrestrictions under this Section 12.3.  Certificates representing a portion of\nthe shares of Quanta Common Stock issued at the Closing, shall bear the\nfollowing legend, which shall reflect the applicable Lockup Period, in addition\nto the legend under Section 12.1:\n\n          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A\n          CONTRACTUAL RESTRICTION ON TRANSFER THAT EXPIRES ON AUGUST 13, 200_\n          AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED,\n          TRANSFERRED OR OTHERWISE DISPOSED OF DURING\n\n \n          THE PERIOD OF SUCH CONTRACTUAL RESTRICTION WITHOUT THE PRIOR WRITTEN\n          CONSENT OF QUANTA SERVICES, INC.\n\n     12.4.  REMOVAL OF LEGENDS.  The legends required under Section 12.1 and\nSection 12.3 shall be removed at the request of the Stockholder at any time\nafter the effective date of the shelf registration statement, or the expiration\nof the applicable Lock Up-Period with respect to those shares, respectively.\n\n\n                                  ARTICLE XIII\n                                 MISCELLANEOUS\n\n     13.1.   SUCCESSORS AND ASSIGNS.  This Agreement and the rights of the\nparties hereunder may not be assigned (except by operation of Law) and shall be\nbinding upon and shall inure to the benefit of the parties hereto, the\nsuccessors of Quanta, Newco, the Surviving Corporation and the Company, and the\nheirs and legal representatives of the Stockholder.\n\n     13.2.   ENTIRE AGREEMENT.  This Agreement (including the Schedules,\nexhibits and annexes attached hereto) and the documents delivered pursuant\nhereto constitute the entire agreement and understanding among the Stockholder,\nthe Company, Newco and Quanta and supersede any prior agreement and\nunderstanding relating to the subject matter of this Agreement, including,\nwithout limitation, the Letter of Intent.  This Agreement may be modified or\namended only by a written instrument executed by the Stockholder, the Company,\nNewco and Quanta, acting through their respective officers, duly authorized by\ntheir respective Boards of Directors.\n\n     13.3.   COUNTERPARTS.  This Agreement may be executed simultaneously in two\nor more counterparts, each of which shall be deemed an original and all of which\ntogether shall constitute but one and the same instrument.  Facsimile\ntransmission of any signed original document and\/or retransmission of any signed\nfacsimile transmission will be deemed the same as delivery of an original.  At\nthe request of any party, the parties will confirm facsimile transmission by\nsigning a duplicate original document.\n\n     13.4.  BROKERS AND AGENTS.  Each party hereto represents and warrants that\nit employed no broker or agent in connection with the transactions contemplated\nby this Agreement.  Except as specifically provided in Section 7.3, each party\nagrees to indemnify each other party against all loss, cost, damages or expense\narising out of claims for fees or commissions of brokers employed or alleged to\nhave been employed by such indemnifying party.\n\n     13.5. NOTICES.  All notices and communications required or permitted\nhereunder shall be in writing and may be given by depositing the same in the\nUnited States mail, addressed to the party to be notified, postage prepaid and\nregistered or certified with return receipt requested, or by delivering the same\nin person to an officer or agent of such party, as follows:\n\n \n          (a)  If to Quanta, Newco or the Surviving Corporation, addressed to\n               them at:\n\n                         Quanta Services, Inc.\n                         1360 Post Oak Blvd., Suite 2100\n                         Houston, Texas 77056\n                         Attn:  President and General Counsel\n\n\n          (b)  If to the Stockholder, addressed as follows:\n\n                         Billy R. Jones\n                         3320 Bethel Church Road\n                         Monticello, Georgia  31064\n               with a copy (which shall not constitute notice) to:\n\n                         Harold Abrams\n                         Kilpatrick Stockton LLP\n                         1100 Peachtree Street\n                         Suite 2800\n                         Atlanta, Georgia 30309-4350\n\nor such other address as any party hereto shall specify pursuant to this Section\n13.5 from time to time.\n\n     13.6.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations\nand warranties set forth in ARTICLE V and ARTICLE VI shall survive the Closing\nfor a period of two years from the Closing Date (the \"Expiration Date\"), except\nthat the representations and warranties set forth in Sections 5.16 (related to\nTax matters) and 5.18 hereof shall survive until such time as the applicable\nstatute of limitations has run for all tax periods ended prior to the Closing\nDate, which shall be deemed to be the Expiration Date for  Sections 5.16\n(related to Tax matters) and 5.18.\n\n     13.7.  EXERCISE OF RIGHTS AND REMEDIES.  Except as otherwise provided\nherein, no delay of or omission in the exercise of any right, power or remedy\naccruing to any party as a result of any breach or default by any other party\nunder this Agreement shall impair any such right, power or remedy, nor shall it\nbe construed as a waiver of or acquiescence in any such breach or default, or of\nany similar breach or default occurring later; nor shall any waiver of any\nsingle breach or default be deemed a waiver of any other breach or default\noccurring before or after that waiver.\n\n     13.8.  REFORMATION AND SEVERABILITY.  In case any provision of this\nAgreement shall be invalid, illegal or unenforceable, it shall, to the extent\npossible, be modified in such manner as to be valid, legal and unenforceable,\nbut so as to most nearly retain the intent of the parties, and if such\nmodification is not possible, such provision shall be severed from this\nAgreement, and in either case, the validity, legality and enforceability of the\nremaining provisions of this Agreement shall not in any way be affected or\nimpaired thereby.\n\n \n     13.9.  GOVERNING LAW.  This Agreement shall be construed in accordance\nwith the laws of the State of Georgia applicable to agreements entered into and\nfully to be performed in the State of Georgia by residents of the State of\nGeorgia.\n\n     13.10  DISPUTE RESOLUTION.\n\n            (a) Except with respect to injunctive relief as provided in Section\n     9.2 and Section 10.2 (which relief may be sought from any court or\n     administrative agency with jurisdiction with respect thereto), any\n     unresolved dispute or controversy arising under or in connection with this\n     Agreement shall be settled exclusively by arbitration in accordance with\n     the rules of the American Arbitration Association then in effect.  The\n     arbitration shall be conducted by a retired judge employed by the Atlanta,\n     Georgia Regional Office of J.A.M.S.\/Endispute, Inc. (\"JAMS\").  The\n     arbitration shall be held in JAMS' Atlanta, Georgia office.\n\n            (b) The parties shall obtain from JAMS a list of the retired judges\n     available to conduct the arbitration.  The parties shall use their\n     reasonable efforts to agree upon a judge to conduct the arbitration.  If\n     the parties cannot agree upon a judge to conduct the arbitration within 10\n     days after receipt of the list of available judges, the parties shall ask\n     JAMS to provide the parties a list of three available judges (the \"Judge\n     List\").  Within five days after receipt of the Judge List, each party shall\n     strike one of the names of the available judges from the Judge List and\n     return a copy of such list to JAMS and the other party.  If two different\n     judges are stricken from the Judge List, the remaining judge shall conduct\n     the arbitration.  If only one judge is stricken from the Judge List, JAMS\n     shall select a judge from the remaining two judges on the Judge List to\n     conduct the arbitration.\n\n            (c) The arbitrator shall not have the authority to add to, detract\n     from, or modify any provision hereof nor to award punitive damages to any\n     injured party.  The arbitrator shall have the authority to order payment of\n     damages, reimbursement of costs, including those incurred to enforce this\n     Agreement, and interest thereon in the event the arbitrator determines that\n     a material breach of this Agreement has occurred.  A decision by the\n     arbitrator shall be final and binding.  Judgment may be entered on the\n     arbitrator's award in any court having jurisdiction.\n\n \nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the\ndate first written above.\n\n                              QUANTA SERVICES, INC.\n\n\n                              By:   \/s\/ Brad Eastman\n                                 ------------------------------------\n                                 Brad Eastman, Vice President\n\n\n                              QUANTA XXIV ACQUISITION, INC.\n\n\n                              By:   \/s\/ Brad Eastman\n                                 ------------------------------------\n                                 Brad Eastman, President\n  \n\n                              CROWN FIBER COMMUNICATIONS, INC.\n\n\n                              By:   \/s\/ Billy R. Jones\n                                 ------------------------------------\n                                 Billy R. Jones, Chief Executive Officer\n\n\n                              STOCKHOLDER:\n\n\n                              By:   \/s\/ Billy R. Jones\n                                 ------------------------------------\n                                 Billy R. Jones, Individually\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8620],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9622,9626],"class_list":["post-42976","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-quanta-services-inc","corporate_contracts_industries-construction__specialty","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42976","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42976"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42976"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42976"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42976"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}