Exhibit 10.20

                             MATRIX SERVICE COMPANY

               Chief Executive Officer ("CEO") Severance Agreement
               ---------------------------------------------------

This Agreement  between Matrix Service Company,  ("Matrix" or the "Company") and
Bradley S. Vetal ("Vetal") is entered into effective January 3, 2000.

CEO Severance/Change of Control
-------------------------------

In the  event of a "change  of  control"  in the  ownership  of  Matrix  and any
"adverse  personnel  action"  against Vetal,  Vetal may terminate his employment
with the  Company  and receive two years of  severance  pay.  In  addition,  all
outstanding  stock  options  will vest  immediately  in the event of  "change of
control."  This  severance  arrangement  will  apply  for a period  of two years
following any change of control.

o    In calculating Vetal's severance pay, Vetal's annual salary at the time of
     the change of control and adverse  personnel  action will be  multiplied
     by two, as will Vetal's average bonus payment for the lessor of the
     previous three years or the  number  of full  fiscal  years in the CEO
     position.  The sum of these  two amounts will be added together and
     represent  Vetal's severance, which will be paid in a lump-sum amount.
     This lump-sum severance amount will be paid to Vetal within 30 days of the
     adverse personnel action.

For purposes of this severance  agreement,  "adverse personnel action" will mean
an action  taken  against  Vetal by the  acquiring  entity  which has an adverse
impact on your economic  status or opportunity  with the Company.  These actions
will include:

o    Involuntary termination
o    Reduction in base salary
o    Reduction in incentive compensation opportunity
o    Material reduction in executive benefits or perquisites
o    Reassignment  to a  position  or role  with a lower  salary  range or
     salary opportunity
o    Material reduction in responsibilities.

For purposes of this severance agreement, a "change of control" will mean:

o    The  merger  or  consolidation  of the  Company  with  any  person  or
     entity  (other  than a  merger  or consolidation  to change the place of
     domicile of the Company)  where the Company is not the surviving  entity
     (or survives only as the subsidiary of another person or entity), or
o    The sale of all or substantially all of the Company's assets to any person
     or entity, or
o    If any  person  or  entity  together  with its  affiliates  shall  become,
     directly  or  indirectly,  the beneficial owner of at least 51% of the
     voting stock of the Company, or
o    If any person or entity  together with its affiliates  shall acquire,
     directly or indirectly,  the voting power  to  elect a  majority  of the
     members  of the  Board  of  Directors  of the  Company  (other  than the
     acquisition  and voting of proxies by  management of the Company to elect
     members to the Board of Directors in the normal course at an annual
     meeting of shareholders that is not, directly or indirectly, in connection
     with, or for the purposes of effecting, a "change of control").



CEO Severance/Involuntary Termination
-------------------------------------

In the event of  termination  for reasons other than "cause," Vetal will receive
one year of severance  pay. This severance pay amount will be paid in a lump sum
and calculated in the same manner as described above in CEO  Severance/Change of
Control. A non-interference  and confidentiality  agreement for one year will be
executed prior to the payment of severance.

For purposes of this severance agreement, "cause" will mean:

o    Conviction of a felony or pleading guilty or nolo contendre to a felony
     charge, or
o    Participation as an employee, officer or principal shareholder in any
     business engaged in activities in direct competition with the Company
     without the consent of the Company, or
o    Gross and willful neglect of responsibilities as CEO, or
o    Other offenses against the Company, to include theft, embezzlement,
     violation of Company policy, or the release of proprietary or confidential
     information in a manner that would be materially detrimental to the
     Company's best interest.


                                      Matrix Service Company


                                      /s/ Michael J. Hall
                                  By:__________________________________________
                                      Michael J. Hall
                                      Chief Financial Officer

                                      /s/ Bradley S. Vetal
                                  By:__________________________________________
                                      Bradley S. Vetal
                                      President & Chief Executive Officer