AGREEMENT WITH RESPECT TO SCHEDULE 13D The undersigned hereby agree that any Statement on Schedule 13D to be filed with the Securities and Exchange Commission by any of the undersigned, including any amendment thereto, with respect to securities of...

                     AGREEMENT WITH RESPECT TO SCHEDULE 13D

         The  undersigned  hereby agree that any Statement on Schedule 13D to be
filed with the  Securities  and Exchange  Commission by any of the  undersigned,
including any amendment thereto,  with respect to securities of Quanta Services,
Inc., a Delaware corporation,  may be filed by UtiliCorp United Inc., a Delaware
corporation, on behalf of all of the undersigned.

         IN WITNESS  THEREOF,  the undersigned  have caused this Agreement to be
executed  in  counterparts  by their duly  authorized  signatories,  or in their
individual capacity as the case may be, as of the 30th day of September, 1999.


                                         UtiliCorp United Inc.

                                         By: /s/ Xxxx X. Xxxx
                                         Name:  Xxxx X. Xxxx
                                         Title: Secretary


                                        /s/ Xxxxxx X. Xxxxx
                                            Xxxxxx X. Xxxxx