Exhibit 10.3

AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ Amendment ”) is made and entered into on May 7, 2008, by and among BANK OF AMERICA, N.A. , a national banking association (“ BA ”), in its capacity as collateral and administrative agent for the Lenders under the Loan Agreement (as hereinafter defined) (BA, in such capacity, the “ Agent ”), BA, as Lender under the Loan Agreement (BA, together with the various financial institutions listed on the signature pages hereof, in such capacity, the “ Lenders ”), the Lenders, INTEGRATED ELECTRICAL SERVICES, INC. , a Delaware corporation (“ Parent ”), each of the Subsidiaries of Parent listed on Annex I attached hereto (Parent and such  Subsidiaries of Parent being herein referred to collectively as the “ Borrowers ”), and the Subsidiaries of Parent listed on Annex II attached hereto (such Subsidiaries being referred to herein as the “ Guarantors ”, and Borrowers and Guarantors being referred to herein as the “ Credit Parties ”).

RECITALS

A.            Agent, Lenders and Credit Parties have entered into that certain Loan and Security Agreement, dated as of May 12, 2006 (the Loan and Security Agreement, as amended from time to time, being referred to herein as the “ Loan Agreement ”).

B.            Credit Parties, Agent and Lenders desire to amend the Loan Agreement as hereinafter set forth, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

AGREEMENT

ARTICLE I
Definitions

1.01        Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended hereby, unless otherwise stated.

ARTICLE II
Amendments

Effective as of the respective date hereinafter specified, the Loan Agreement is hereby amended as follows:

2.01        Amendment of Section 1 .   Effective as of the date hereof, the introductory paragraph of Section 1 of the Loan Agreement is amended to replace the amount “$80,000,000” with the amount “$60,000,000”.

2.02        Amendment of Section 2.2 .  Effective as of the date hereof, Section 2.2.3 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“2.2.3  Letter of Credit Fee .  The Borrowers jointly and severally agree to pay (i) to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata shares, for each Letter of Credit, a fee (the “Letter of Credit Fee”) (a) for the period from the Amendment Closing Date through September 30, 2008, equal to three percent (3.00%) per annum and (b) at any thereafter, equal to the Applicable Margin for Revolver Loans that are LIBOR Loans, and (ii) to Agent for the benefit of the Letter of Credit Issuer a fronting fee of one-quarter of one percent (0.25%) per annum of the undrawn face amount of each Letter of Credit, and (iii) to the Letter of Credit Issuer, all out-of-pocket costs, fees and expenses incurred by the Letter of Credit Issuer in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit, which costs, fees and expenses shall include a “fronting fee” payable to the Letter of Credit Issuer.  The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and on the Termination Date.  The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.”

2.03        Amendment of Section 5.1 .   Effective as of the date hereof, Section 5.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“5.1        Original Term of Commitments .   Subject to each Lender’s right to cease making Loans and other extensions of credit to Borrowers when any Default or Event of Default exists or upon termination of the Commitments as provided in Section 5.2 hereof, the Commitments shall be in effect through the close of business on May 12, 2010 (the “Original Term”).”

2.04        Amendment of Section 5.2.3 .   Effective as of the date hereof, Section 5.2.3 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

                “5.2.3      Termination Charges .  On the effective date of termination of the Commitments pursuant to Section 5.2.2 , Borrowers shall be jointly and severally obligated to pay to Agent, for the Pro Rata benefit of Lenders (in addition to the then outstanding principal, accrued interest, fees and other charges owing under the terms of this Agreement and any of the other Loan Documents), as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to (a) 0.50% of the aggregate Commitments if such termination occurs on or before May 11, 2009, (b) 0.25% of the aggregate Commitments if such termination occurs on or after May 12, 2009 and before May 12, 2010 and (c) $0 at any time thereafter.”

2.05        Amendment of Section 9.2.7 .  Effective as of the date hereof, Section 9.2.7 of the Loan Agreement is amended and restated in its entirety to read as follows:

“9.2.7      Distributions .  Declare or make any Distributions, except for (i) Upstream Payments, (ii) repurchases of common stock of Parent from employees solely to satisfy their tax obligations arising from their acquisition of such common stock in an aggregate amount not to exceed $1,500,000 in any fiscal year

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of Credit Parties; provided , that no such repurchases of common stock of Parent shall be permitted unless Borrower has Availability of at least $10,000,000 at the time of such repurchase after giving effect to such repurchase and (iii) other repurchases of common stock of Parent; provided , that (a) Borrowers shall have entered into the Tontine Subordinated Debt Documentation, incurred the Tontine Subordinated Debt and prepaid the Tranche B Loan with the proceeds thereof and Unrestricted Cash On Hand prior to any such repurchase, (b) the aggregate amount paid in connection with all such repurchases during any period of two fiscal years of Credit Parties shall not exceed $27,500,000, (c) there shall not be any Revolver Loans outstanding at the time of any such repurchase, (d) Borrower shall have Unrestricted Cash On Hand of at least $40,000,000 after giving effect to any such repurchase, (e) no such repurchase shall be of common stock of the Tontine Lenders or any of their Affiliates or of common stock of any officer, director, consultant, manager, agent or employee of any Credit Party or any Affiliate of any Credit Party but only if such repurchase is pursuant to a privately negotiated transaction between such Person and Parent (as distinguished from an open market repurchase by Parent, for example).”

2.06        Amendment to Section 9.3 .  Effective as of the date hereof, Section 9.3.7 of the Loan Agreement is amended and restated to read in its entirety as follows:

“9.3.7.  Fixed Charge Coverage Ratio .  At any time the aggregate amount of Unrestricted Cash On Hand of the Credit Parties plus Availability is less than $50,000,000, maintain a Fixed Charge Coverage Ratio, on a Consolidated basis, of not less than 1.25:1.00 as of the end of the immediately preceding month for which financial statements were required to be delivered pursuant to Section 9.1 , calculated on a trailing twelve calendar month basis, and as of the end of each month thereafter, calculated on a trailing twelve calendar month basis, until such time as the aggregate amount of Unrestricted Cash On Hand of the Credit Parties plus Availability has been at least $50,000,000 for a period of 60 consecutive days.”

2.07        Amendment to Section 9.3 .  Effective as of the date hereof, Section 9.3.8 of the Loan Agreement is amended and restated to read in its entirety as follows:

“9.3.8   Leverage Ratio – At any time the aggregate amount of Unrestricted Cash On Hand of the Credit Parties plus Availability is less than $50,000,000, maintain a Leverage Ratio, on a Consolidated basis, of not more than 3.50 to 1.00 as of the end of the immediately preceding month for which financial statements were required to be delivered pursuant to Section 9.1 hereof , calculated on a trailing twelve calendar month basis, and as of the end of each month thereafter , calculated on a trailing twelve calendar month basis, until such time as the aggregate amount of Unrestricted Cash On Hand of the Credit Parties plus Availability has been $50,000,000 for a period of 60 consecutive days.

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2.08        Amendment to Section 9.4 .  Effective as of the date hereof, the text of Section 9.4 of the Loan Agreement is hereby deleted in its entirety and replaced with the phrase “[INTENTIONALLY OMITTED]”.

2.09        Amendment to Appendix A .   Effective as of the date hereof, the definition of “Accounts Formula Amount” in Appendix A to the Loan Agreement is hereby amended to replace “85%” with “80%”.

2.10        Amendment to Appendix A .   Effective as of the date hereof, the definition of “Applicable Margin” in Appendix A to the Loan Agreement is hereby amended and restated in its entirety as follows:

“ Applicable Margin – (i) for the period from the Amendment Closing Date through September 30, 2008, a percentage equal to (a) 1.00% with respect to Revolver Loans that are Base Rate Loans, (b) 3.00% with respect to Revolver Loans that are LIBOR Loans, and (c) 3.00% with respect to fees payable to Lenders pursuant to Section 2.2.3 and (ii) at any time thereafter, the Applicable Margin shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable Total Liquidity then in effect pursuant to the appropriate column in the table below:

The Applicable Margin shall be adjusted (up or down) prospectively on a quarterly basis three days after delivery to the Agent of Borrower’s quarterly (i.e. for the last month of the applicable quarter) or annual (as applicable) Compliance Certificate pursuant to Section 9.1.3 hereof (commencing with the Compliance Certificate for the period ending September 30, 2008).  If the Credit Parties shall fail to deliver any quarterly or annual Compliance Certificate by the date required pursuant to Section 9.1.3 , then, at the Agent’s election, effective as of the first day of the month following the end of the fiscal month for which such Compliance Certificate was to have been delivered, and continuing through the first day of the month following the date (if ever) when such Compliance Certificate is finally delivered, the Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above.

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If, as a result of any restatement of or other adjustment to the financial statements of the Borrowers or for any other reason, the Agent determines that (a) the Total Liquidity as calculated by the Borrowers as of any applicable date was inaccurate and (b) a proper calculation of the Total Liquidity would have resulted in different pricing for any period, then (i) if the proper calculation of the Total Liquidity would have resulted in higher pricing for such period, the Borrowers shall automatically and retroactively be obligated to pay to the Agent, promptly on demand by the Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the Total Liquidity would have resulted in lower pricing for such period, Agent shall provide the Borrowers a credit with respect to any interest or fees paid in excess of the amounts thereof that should have been paid for such period (such credit to be allocated ratably among all Lenders); provided that if, as a result of any res