AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

                                                          EXHIBIT 10(iii)(A)(97)

                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT made as of the 4th day of October, 2002, by and between
NATIONAL SERVICE INDUSTRIES, INC., a Delaware corporation (the "Company"), and
XXXXX X. XXXXXX ("Executive");

                              W I T N E S S E T H:

         WHEREAS, the parties entered into an Employment Agreement ("Employment
Agreement") dated as of November 27, 2001, providing for Executive's employment
by the Company commencing November 30, 2001 ("Effective Date"); and

         WHEREAS, the parties now desire to amend the Employment Agreement to
modify the Term of the Employment Agreement and for certain other purposes as
hereinafter provided;

         NOW, THEREFORE, for and in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree to amend the Employment Agreement, as
follows:

                                       1.

         Section 1(c) of the Employment Agreement is hereby amended by deleting
the present section in its entirety and substituting the following in lieu
thereof:

                  "(c) Subject to the terms and conditions set forth in this
         Employment Agreement, the Company agrees to employ Executive and
         Executive agrees to be employed by the Company for an initial term
         ("Initial Term") of three years, commencing on the Effective Date, and
         ending on the third anniversary of the Effective Date. The Company and
         Executive agree to meet during the period between December 1, 2003 and
         May 31, 2004 to negotiate in good faith concerning an extension of the
         Initial Term and the terms and conditions of employment that will apply
         during any such extension. If the parties fail to agree on an extension
         of the Employment Agreement by May 31, 2004, the Term of this Agreement
         will end on the last day of the Initial Term, Executive's employment
         will terminate on that date, and Executive shall be entitled to the
         compensation and benefits described in Section 4(a) of this Agreement


         as if he had been terminated by the Company other than for Cause or
         Disability or by Executive for Good Reason. The Initial Term described
         in this Section 1 and any extensions of such Initial Term, shall be
         referred to in this Employment Agreement as the "Term"."

                                       2.

         This Amendment No. 1 to the Employment Agreement shall be effective as
of October 4, 2002. Except as hereby modified, the Employment Agreement shall
remain in full force and effect.

         IN WITNESS WHEREOF, the Company and Executive have executed this
Amendment No. 1 as of the date first written above.

                                        NATIONAL SERVICE INDUSTRIES, INC.



                                        By:_____________________________________
                                             Xxxxxxx X. Xxx
                                             Chairman, Compensation Committee



                                        EXECUTIVE

                                        ________________________________________
                                        Xxxxx X. Xxxxxx


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