INTEGRATED ELECTRICAL SERVICES, INC.



                                  $125,000,000



                9[ ]% Senior Subordinated Notes, Series C, due 2009







                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT





                                                                  May 29, 2001





J.P. MORGAN SECURITIES INC.

Merrill Lynch, Pierce, Fenner &

     Smith Incorporated

CREDIT LYONNAIS SECURITIES (USA) INC.

SCOTIA CAPITAL (USA) INC.

TD SECURITIES (USA) INC.

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 4th floor

New York, New York 10017



Ladies and Gentlemen:



                  Integrated Electrical Services, a Delaware corporation (the

"Company"), proposes to issue and sell to J.P. Morgan Securities Inc., Merrill

Lynch, Pierce, Fenner & Smith Incorporated, Credit Lyonnais Securities (USA)

Inc., Scotia Capital (USA) Inc. and TD Securities (USA) Inc. (together, the

"Initial Purchasers"), upon the terms and subject to the conditions set forth in

a purchase agreement dated May 23, 2001 (the "Purchase Agreement"), $125,000,000

aggregate principal amount of its 9[ ]% Senior Subordinated Notes, Series C, due

2009 (the "Securities") to be jointly and severally guaranteed on a senior

subordinated basis by the subsidiaries of the Company listed on Schedule 1 and

signatories hereto (collectively, the "Guarantors"). Capitalized terms used but

not defined herein shall have the meanings given to such terms in the Purchase

Agreement.



                  As an inducement to the Initial Purchasers to enter into the

Purchase Agreement and in satisfaction of a condition to the obligations of the

Initial Purchasers thereunder, the Company and the Guarantors agree with the

Initial Purchasers, for the benefit of the holders (including the Initial

Purchasers) of the Securities, the Exchange Securities (as defined herein) and

the Private Exchange Securities (as defined herein) (collectively, the

"Holders"), as follows:



                  1. Registered Exchange Offer



                  The Company shall (i) prepare and, not later than 60 days

following the date of original issuance of the Securities (the "Issue Date"),

file with the Commission a registration









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statement (the "Exchange Offer Registration Statement") on an appropriate form

under the Securities Act with respect to a proposed offer to the Holders of the

Securities (the "Registered Exchange Offer") to issue and deliver to such

Holders, in exchange for the Securities, a like aggregate principal amount of

debt securities of the Company (the "Exchange Securities") that are identical in

all material respects to the Securities, except for the transfer restrictions

relating to the Securities, (ii) use its reasonable best efforts to cause the

Exchange Offer Registration Statement to become effective under the Securities

Act no later than 150 days after the Issue Date and the Registered Exchange

Offer to be consummated no later than 180 days after the Issue Date and (iii)

keep the Exchange Offer Registration Statement effective for not less than 20

business days (or longer, if required by applicable law) after the date on which

notice of the Registered Exchange Offer is mailed to the Holders (such period

being called the "Exchange Offer Registration Period"). The Exchange Securities

will be issued under the Indenture or an indenture (the "Exchange Securities

Indenture") between the Company, the Guarantors and the Trustee or such other

bank or trust company that is reasonably satisfactory to the Initial Purchasers,

as trustee (the "Exchange Securities Trustee"), such indenture to be identical

in all material respects to the Indenture, except for the transfer restrictions

relating to the Securities (as described above).

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