<PAGE>

                                                                   EXHIBIT 10.21

                                FIRST AMENDMENT
                                      TO
                      SUBSCRIPTION AND EXCHANGE AGREEMENT

     This First Amendment to Subscription and Exchange Agreement (the "First
                                                                       -----
Amendment"), dated as of January 12, 2000, is between Group Maintenance
---------
America Corp., a Texas corporation (the "Company"), and BOSS II, LLC, a Delaware
                                         -------
limited liability company (the "Investor"). As used in this Agreement, the
                                --------
term "Party" refers to the Company or the Investor, individually, and the term
      -----
"Parties" refers to the Company and the Investor, collectively.
--------

      WHEREAS, the Company and the Investor are parties to that certain
Subscription and Exchange Agreement dated November 2, 1999 (the "Subscription
                                                                -------------
Agreement"); and
---------

     WHEREAS, pursuant to Section 9.1 of the Subscription Agreement, the Company
and the Investor wish to amend the Subscription Agreement in the manner set
forth in this First Amendment;

     NOW THEREFORE, in consideration of the foregoing and the agreements set
forth herein, each of the Parties agrees as follows:

I.        DEFINED TERMS AND ACKNOWLEDGMENT
          --------------------------------

     Unless otherwise defined herein, capitalized terms have the respective
meanings set out in the Subscription Agreement. Further, except as amended
herein, each of the Company and the Investor acknowledge and confirm each and
every term and provision of the Subscription Agreement.

II.  AMENDMENTS
     ----------

     A.   Exhibit B to the Subscription Agreement is hereby deleted in its
          entirety and replaced in its entirety with the Exhibit B attached
          hereto as Annex I
                    -------

     B.   Exhibit 7.3(d) to the Subscription Agreement is hereby deleted in its
          entirety and replaced in its entirety with the Exhibit 7.3(d) attached
          hereto as Annex II
                    --------


III. MISCELLANEOUS
     -------------

     A.   Miscellaneous.  The provisions of Article IX of the Subscription
          -------------
Agreement shall apply to this First Amendment and are hereby incorporated into
this First Amendment in their entirety except that the word "Agreement" as used
in Article IX shall be construed to mean the Subscription Agreement as amended
by this First Amendment where appropriate.
<PAGE>

     B.   Entire Agreement; Third Party Beneficiaries.  This First Amendment and
          -------------------------------------------
the Subscription Agreement (a) constitute the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof, and (b) are not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.

     C.   Counterparts.  This First Amendment may be executed in two or more
          ------------
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

     D.   Assignment.  Neither this First Amendment, the Subscription Agreement
          ----------
nor any of the rights, interests or obligations hereunder or thereunder shall be
assigned by any party hereto (whether by operation of law or otherwise) without
the prior written consent of the other party; provided, that an Investor may
                                              --------
assign its rights, interests and obligations to an Affiliate without the consent
of the Company. The Subscription Agreement, as amended by this First Amendment,
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and permitted assigns.

        (The remainder of this page has been intentionally left blank.)

                                      -2-
<PAGE>

     IN WITNESS WHEREOF, this First Amendment has been duly executed and
delivered on the date first herein above written.

                                   Company:

                                   GROUP MAINTENANCE AMERICA CORP.

                                   By:__________________________________

                                   Name:________________________________

                                   Title:_______________________________

                                   Investor:

                                   BOSS II, LLC

                                   By:__________________________________

                                   Name:________________________________

                                   Title:_______________________________

                                      -3-
<PAGE>

                                    ANNEX I

                                      -4-
<PAGE>

                                                                       EXHIBIT B
                        GROUP MAINTENANCE AMERICA CORP.

                           STATEMENT OF DESIGNATION

                       7.25% CONVERTIBLE PREFERRED STOCK

          Pursuant to Article 2.13 of Texas Business Corporation Act



A.   The name of the corporation is Group Maintenance America Corp.

B.   The following preamble and resolution were duly adopted by the Board of
     Directors (the "Board of Directors") of Group Maintenance America Corp., a
     Texas corporation (the "Corporation"), on __________, pursuant to the
     provisions of Article 2.13 of the Texas Business Corporation Act:

     WHEREAS, the Articles of Incorporation of the Corporation (the "Articles of
Incorporation") authorize the issuance of a class of preferred stock, par value
$.001 per share (the "Preferred Stock"), by the Corporation;

     RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors by the provisions of the Articles of Incorporation, the
Board of Directors hereby authorizes the issuance of a series of Preferred
Stock, and the Board of Directors hereby fixes and determines the designation,
preferences, limitations and relative rights, including voting rights, thereof
or so much thereof as shall not be fixed and determined by the Articles of
Incorporation, as follows:

          1.   Establishment and Designation of Series.
               ---------------------------------------

               There is hereby established out of the authorized but unissued
shares of Preferred Stock a series of Preferred Stock to be designated 7.25%
Convertible Preferred Stock (the "Convertible Preferred Stock"), to consist of
an aggregate of 260,000 shares and to have the designations, preferences,
limitations and relative rights, including voting rights, thereof, as set forth
herein.

          2.   Dividends.
               ---------

           (a) The holders of the outstanding shares of Convertible Preferred
     Stock shall be entitled to receive dividends at the Applicable Dividend
     Rate on the Accumulated Amount, if, as and when declared by the Board of
     Directors out of funds legally available therefor. Such dividends shall be
     payable in arrears on each of March 31, June 30, September 30 and December
     31 (each, a "Preferred Dividend Payment Date"), the first such Preferred
                  -------------------------------
     Dividend Payment Date being March 31, 2000, except that if any Preferred
     Dividend Payment Date is not a Business Day, then the Preferred Dividend

<PAGE>

Payment Date shall be on the first immediately succeeding Business Day. Such
dividends shall accrue on a daily basis (computed on the basis of a 360-day year
of twelve 30-day months) commencing on the date of issuance, and shall compound,
if not paid in cash when due, on the next Preferred Dividend Payment Date,
regardless of whether the Board has declared a dividend payment or whether there
are any profits, surplus or other funds of the Corporation legally available for
dividends.

     (b)  During the Initial Dividend Period, dividends accruing during any
quarterly dividend period shall be payable in cash out of funds legally
available therefor at the option of the Company.

     (c)  During the Second Dividend Period, dividends accruing during any
quarterly dividend period shall be paid in cash, out of funds legally available
therefor.

     (d)  In the event a Change of Control occurs prior to the fifth anniversary
of the Original Issuance Date, the holders of the outstanding shares of
Convertible Preferred Stock, as of the close of business on the Business Day
immediately preceding the date of consummation of the Change of Control, shall
be entitled to receive, out of funds legally available therefor, all accrued or
accumulated and unpaid dividends as of the date of the consummation of such
Change of Control and the lesser of (i) all dividends that would accrue from the
date of the consummation of such Change of Control through the fifth anniversary
of the Original Issuance Date and (ii) all dividends that would accrue from the
date of the consummation of such Change of Control through the date that is two
and one-half (2 1/2) years from the date of the consummation of the Change of
Control, such dividends to be paid in cash, provided that, any holder of
Convertible Preferred Stock who converts such shares into shares of Common Stock
pursuant to Section 4 hereof after receipt of a notice from the Corporation
pursuant to Section 6 hereof and prior to the date of consummation of the Change
of Control to which such notice relates, may elect to receive the sum payable
pursuant to this paragraph in the form of cash, shares of Common Stock or any
combination thereof, all as specified in such holder's notice of election to
convert. Shares of Common Stock issued pursuant to the foregoing election shall
be valued at the Fair Market Value as of the date of consummation of the Change
of Control. Any holder of Convertible Preferred Stock who elects to require the
Company to redeem the Convertible Preferred Stock upon a Change of Control in
accordance with Section 6 hereof, shall be entitled to receive an amount equal
to the amount of such dividends, in cash, as part of the amount paid for such
redemption under Section 6(a). Payment of the amount specified in clauses (i)
and (ii) in accordance with this Section shall satisfy in full the obligation of
the Corporation to otherwise make such dividend payments on the scheduled
Preferred Dividend Payment Dates.

     (e)  The dividends payable with respect to the Convertible Preferred Stock
on each Preferred Dividend Payment Date pursuant to Sections 2(a) through (c)
shall be paid to the holders of shares of the Convertible Preferred Stock as
they appear on the stock records of the Corporation on such date (the "Preferred
                                                                       ---------
Record Date") as shall be fixed by the Board, which Preferred Record Date shall
-----------
not be more than 40 days prior to the applicable Preferred Dividend Payment Date
and shall not precede the date upon which the resolution fixing such Preferred
Record Date is adopted.

                                       2
<PAGE>

          (f)  Except as otherwise provided herein, if at any time the
     Corporation pays less than the total amount of dividends then accrued or
     accumulated with respect to the Convertible Preferred Stock, such payment
     shall be distributed ratably among the holders of the shares of Convertible
     Preferred Stock based upon the number of shares of Convertible Preferred
     Stock then held by each holder.

          (g)  In addition to all dividends payable pursuant to Sections 2(a)
     through (d), whenever the Corporation shall declare any dividend on its
     Common Stock (other than a distribution described in Section 4(e)(5) or a
     dividend described in Section 4(e)(11) (a "Common Dividend")), the holders
                                                ---------------
     of the outstanding shares of Convertible Preferred Stock shall have the
     option, exercisable by the Requisite Convertible Preferred Shareholders to
     (i) participate in such dividends on a ratable basis with such Common
     Stock, pro rata in accordance with the number of shares of Common Stock
            --------
     into which such shares of Convertible Preferred Stock are then convertible
     (the "Cash Election"), or (ii) reduce the Conversion Price then in effect
           -------------
     by the amount of dividends payable with respect to one share of Common
     Stock or, if not payable in cash, by an amount equal to the Fair Market
     Value of such dividends. The Corporation shall notify each holder of
     Convertible Preferred Stock within two Business Days following the date on
     which the Board declares a Common Dividend, which notice shall specify the
     amount of such dividend per share of such Common Stock. If the Corporation
     shall have received, prior to the 10th day following the date of such
     notice from the Corporation (the "Determination Date"), notices from the
     Requisite Preferred Shareholders electing the Cash Election, then the
     holders of record of Convertible Preferred Stock as of the Determination
     Date shall be entitled to receive, out of funds legally available therefor,
     the Common Dividend in accordance with clause (i). Any such dividend shall
     be payable no later than 10 Business Days after the Determination Date.
     Unless a Cash Election has been made prior to the Determination Date, the
     adjustment to the Conversion Price specified in clause (ii) shall become
     effective as of the close of the business on the Determination Date.

          3.   Liquidation.
               -----------

          Upon a Liquidation, after payment or provision for payment of the
debts and other liabilities of the Corporation and the liquidation preference of
any class or series of capital stock of the Corporation ranking senior to the
Convertible Preferred Stock, the holders of Convertible Preferred Stock shall be
entitled to receive, out of the remaining assets of the Corporation available
for distribution to its shareholders, with respect to each share of Convertible
Preferred Stock, an amount equal to the greater of (i) the Liquidation Amount of
such share and (ii) the amount the holder of such share would have received if
such holder had converted such share of Convertible Preferred Stock into shares
of Common Stock immediately prior to such Liquidation, before any distribution
shall be made to the holders of the Common Stock or any other class or series of
capital stock of the Corporation ranking junior to the Convertible Preferred
Stock. If upon any Liquidation the assets of the Corporation available for
distribution to its shareholders shall be insufficient to pay the holders of
Convertible Preferred Stock the full amount to which they shall be entitled, the
holders of Convertible Preferred Stock shall share in

                                       3
<PAGE>

any distribution of assets pro rata in accordance with the total amount that
                           --------
each such holder would have received had there been such sufficient assets.

          4.   Conversion.
               ----------

          (a)  Upon the terms set forth in this Section 4, each holder of shares
     of Convertible Preferred Stock shall have the right, at such holder's
     option, at any time and from time to time, to convert all or any portion of
     such shares into the number of fully paid and nonassessable shares of
     Common Stock equal to the quotient obtained by dividing (A) the aggregate
     Liquidation Amount of the shares of Convertible Preferred Stock to be
     converted by (B) the Conversion Price (as defined below), as last adjusted
     and then in effect, by surrender of the certificate or certificates
     representing such shares in accordance with this Section 4. The initial
     conversion price per share at which shares of Common Stock shall be
     issuable upon conversion of shares of Convertible Preferred Stock (the
     "Conversion Price") shall be $14.00, subject to adjustment as set forth
      ----------------
     herein.

          (b)  Any holder of shares of Convertible Preferred Stock electing to
     convert all or any portion of the shares in accordance with Section 4(a)
     above shall give written notice to the Corporation as specified herein
     (which notice may be given by facsimile transmission) that such holder
     elects to convert the same and shall state therein the number of shares of
     Convertible Preferred Stock to be converted and the name or names in which
     such holder wishes the certificate or certificates for shares of Common
     Stock to be issued. Promptly thereafter, the holder shall surrender the
     certificate or certificates representing the shares of Convertible
     Preferred Stock to be converted, duly endorsed, at the office of the
     Corporation or any transfer agent for such shares, or at such other place
     designated by the Corporation, provided that the Corporation shall at all
     times maintain an office or agency for such purposes. The Corporation
     shall, promptly upon receipt of such notice, issue and deliver to or upon
     the order of such holder, against delivery of the certificates representing
     the shares of Convertible Preferred Stock that have been converted, a
     certificate or certificates for the number of shares of Common Stock to
     which such holder shall be entitled (in the number(s) and denomination(s)
     designated by such holder), and the Corporation shall deliver to such
     holder a certificate or certificates for the number of shares of
     Convertible Preferred Stock that such holder has not elected to convert. To
     the extent the holder requests that the shares of Common Stock to be issued
     upon conversion shall be issued in the name of any Person other than the
     holder of the Convertible Preferred Stock surrendered for conversion, such
     holder shall deliver to the Corporation (and its transfer agent, if
     applicable) such documents and certificates, including, if requested, an
     opinion of counsel to the effect that the transfer thereof will not
     constitute a violation of the Securities Act of 1933, as amended, or state
     securities laws. The Corporation shall pay any documentary, stamp or
     similar issue or transfer tax due on the issuance of Common Stock upon the
     conversion of Convertible Preferred Stock or due on the issuance of a new
     certificate or certificates for any Convertible Preferred Stock not
     converted, other than any tax in respect of any transfer involved in any
     issuance of shares of Common Stock in a name other than the name in which
     the shares of Convertible Preferred Stock so converted were registered. The
     conversion right with respect to any shares of Convertible Preferred Stock
     shall be deemed to have been

                                       4
<PAGE>

     exercised at the earliest date upon which both the notice of conversion
     referred to in the first sentence of this paragraph and the certificates
     therefor shall have been so delivered (the "Conversion Date") and the
                                                 ---------------
     Person or persons entitled to receive the Common Stock issuable upon
     conversion shall be treated for all purposes as the record holder or
     holders of such Common Stock upon that date.

          (c)  No fractional shares of Common Stock or scrip shall be issued
     upon conversion of shares of Convertible Preferred Stock. The number of
     full shares of Common Stock issuable upon conversion of Convertible
     Preferred Stock shall be computed on the basis of the aggregate number of
     shares of such Convertible Preferred Stock to be converted. Instead of any
     fractional shares of Common Stock that would otherwise be issuable upon
     conversion of any such shares, the Corporation shall pay a cash adjustment
     in respect of such fractional interest in an amount equal to the product of
     (i) the Fair Market Value of one share of Common Stock and (ii) such
     fractional interest. The holders of fractional interests shall not be
     entitled to any rights as shareholders of the Corporation in respect of
     such fractional interests.

          (d)  The Corporation shall reserve out of its authorized but unissued
     Common Stock a sufficient number of shares of Common Stock to permit the
     conversion of all of the then-outstanding shares of Convertible Preferred
     Stock. For the purposes of this Section 4(d), the full number of shares of
     Common Stock then issuable upon the conversion of all then-outstanding
     shares of Convertible Preferred Stock shall be computed as if at the time
     of computation all outstanding shares of Convertible Preferred Stock were
     held by a single holder. The Corporation shall from time to time, in
     accordance with the laws of the State of Texas and its articles of
     incorporation, increase the authorized amount of its Common Stock if at any
     time the authorized amount of its Common Stock remaining unissued shall not
     be sufficient to permit the conversion of all shares of Convertible
     Preferred Stock at the time outstanding. All shares of Common Stock issued
     upon conversion of the shares of Convertible Preferred Stock shall be
     validly issued, fully paid and nonassessable.

          (e)  The Conversion Price shall be subject to adjustment from time to
     time as follows:

                    (1)  If the Corporation shall, (A) at any time or from time
          to time after the Original Issuance Date through the date that is two
          and one-half (2 1/2) years after the Original Issuance Date, issue any
          shares of Common Stock, options to purchase or rights to subscribe for
          Common Stock, securities by their terms convertible into or
          exchangeable for Common Stock, or options to purchase or rights to
          subscribe for such convertible or exchangeable securities, other than
          Excluded Stock, without consideration or for a consideration per share
          less than the greater of (x) the Conversion Price or (y) the Fair
          Market Value of the Common Stock, in effect immediately prior to the
          issuance of such Common Stock or securities, or (B) at any time or
          from time to time after the date that is two and one-half (2 1/2)
          years after the Original Issuance Date, issue any shares of Common
          Stock, options to purchase or rights to subscribe for Common Stock,
          securities by their terms convertible into or exchangeable for Common
          Stock, or

                                       5
<PAGE>

          options to purchase or rights to subscribe for such convertible or
          exchangeable securities, other than Excluded Stock, without
          consideration or for a consideration per share less than the Fair
          Market Value of the Common Stock, in effect immediately prior to the
          issuance of such Common Stock or securities, then such Conversion
          Price, as in effect immediately prior to each such issuance, shall
          forthwith be lowered to a price equal to the price obtained by
          multiplying:

                         (A)  the Conversion Price at which shares of
               Convertible Preferred Stock were theretofore convertible by

                         (B)  a fraction of which (x) the denominator shall be
               the number of shares of Common Stock outstanding on a fully-
               diluted basis immediately after such issuance and (y) the
               numerator shall be the sum of (1) the number of shares of Common
               Stock outstanding on a fully-diluted basis immediately prior to
               the date of such issuance and (2) the number of additional shares
               of Common Stock which the aggregate offering price of the number
               of shares of Common Stock so offered would purchase at the
               greater of the Conversion Price or the Fair Market Value per
               share of Common Stock.

               (2)  If the Corporation shall, at any time or from time to time
          after the Original Issuance Date, directly or indirectly, redeem,
          purchase or otherwise acquire any shares of Common Stock, options to
          purchase or rights to subscribe for Common Stock, securities by their
          terms convertible into or exchangeable for Common Stock, or options to
          purchase or rights to subscribe for such convertible or exchangeable
          securities, for a consideration per share greater than the Fair Market
          Value (plus, in the case of such options, rights, or securities, the
          additional consideration required to be paid to the Corporation upon
          exercise, conversion or exchange) for shares of Common Stock in effect
          immediately prior to such event, then such Conversion Price, as in
          effect immediately prior to each such event, shall forthwith be
          lowered to a price equal to the price obtained by multiplying:

                    (A)  the Conversion Price at which shares of Convertible
               Preferred Stock were theretofore convertible by

                    (B)  a fraction of which (x) the denominator shall be the
               Fair Market Value per share of Common Stock immediately prior to
               such event and (y) the numerator shall be the result of dividing:

                             (i)   (1) the product of the number of shares of
                         Common Stock outstanding on a fully-diluted basis and
                         the Fair Market Value per share of Common Stock, in
                         each case immediately prior to such event, minus (2)
                         the aggregate consideration paid by the Corporation in
                         such event (plus, in the case of such options, rights,
                         or convertible or exchangeable securities, the
                         aggregate

                                       6
<PAGE>

                         additional consideration to be paid by the Corporation
                         upon exercise, conversion or exchange), by

                              (ii)  the number of shares of Common Stock
                         outstanding on a fully-diluted basis immediately after
                         such redemption.

               (3)  For the purposes of any adjustment of the Conversion Price
          pursuant to Sections 4(e)(1) or (2) above, the following provisions
          shall be applicable:

                         (A)  In the case of the issuance of Common Stock for
                    cash in a public offering or private placement, the
                    consideration shall be deemed to be the amount of cash paid
                    therefor by the investors without deducting any discounts,
                    commissions or placement fees payable by the Corporation to
                    any underwriter or placement agent in connection with the
                    issuance and sale thereof that are usual and customary for
                    such a transaction. Notwithstanding anything provided above
                    to the contrary, for purposes of issuances described in this
                    clause, Fair Market Value for such issuance shall be deemed
                    to be the lesser of (i) the Closing Price on the date of the
                    execution of the underwriting, placement, subscription or
                    purchase agreement executed in connection with such offering
                    or placement and (ii) the Fair Market Value (as defined
                    herein) determined as of the date of the execution of the
                    underwriting, placement, subscription or purchase agreement
                    executed in connection with such offering or placement.

                         (B)  In the case of the issuance of Common Stock for
                    consideration consisting in whole or in part other than
                    cash, the value of such non-cash consideration shall be
                    deemed to be the fair market value thereof as determined in
                    good faith by the Board or a duly authorized committee
                    thereof, irrespective of any accounting treatment.
                    Notwithstanding anything provided above to the contrary, for
                    purposes of issuances described in this clause, Fair Market
                    Value for such issuance shall be deemed to be the fair
                    market value as determined in good faith by the Board or a
                    duly authorized committee thereof, irrespective of any
                    accounting treatment, as of the date of the approval of such
                    transaction by the Board or appropriate committee of the
                    Board.

                         (C)  In the case of the issuance of options to purchase
                    or rights to subscribe for Common Stock, securities by their
                    terms convertible into or exchangeable for Common Stock, or
                    options to purchase or rights to subscribe for such
                    convertible or exchangeable securities, except for options
                    to acquire Excluded Stock:

                                   (i)  the aggregate maximum number of shares
                              of Common Stock deliverable upon exercise of such
                              options to purchase or rights to subscribe for
                              Common Stock shall be deemed to have been issued
                              at the time such options or

                                       7
<PAGE>
                              rights were issued and for a consideration equal
                              to the consideration (determined in the manner
                              provided in Sections 4(e)(3)(A) and (B) above), if
                              any, received by the Corporation upon the issuance
                              of such options or rights plus the minimum
                              purchase price provided in such options or rights
                              for the Common Stock covered thereby;

                                  (ii)  the aggregate maximum number of shares
                              of Common Stock deliverable upon conversion of or
                              in exchange for any such convertible or
                              exchangeable securities or upon the exercise of
                              options to purchase or rights to subscribe for
                              such convertible or exchangeable securities and
                              subsequent conversion or exchange thereof shall be
                              deemed to have been issued at the time such
                              securities, options, or rights were issued and for
                              a consideration equal to the consideration
                              received by the Corporation for any such
                              securities and related options or rights
                              (excluding any cash received on account of accrued
                              interest or accrued dividends), plus the
                              additional consideration, if any, to be received
                              by the Corporation upon the conversion or exchange
                              of such securities or the exercise of any related
                              options or rights (the consideration in each case
                              to be determined in the manner provided in
                              Sections 4(e)(3)(A) and (B) above); and

                                  (iii) on any change in the number of shares or
                              exercise price of Common Stock deliverable upon
                              exercise of any such options or rights or
                              conversions of or exchanges for such securities,
                              other than a change resulting from the
                              antidilution provisions thereof, the applicable
                              Conversion Price shall forthwith be readjusted to
                              such Conversion Price as would have been obtained
                              had the adjustment made upon the issuance of such
                              options, rights or securities not converted prior
                              to such change or options or rights related to
                              such securities not converted prior to such change
                              been made upon the basis of such change;

                                  (iv)  Upon the expiration of the right to
                              convert, exchange or acquire Common Stock in
                              accordance with the terms of any securities, the
                              issuance of which securities had effected an
                              adjustment to the Conversion Price pursuant to the
                              terms of this Section 4(e), if any such securities
                              shall not have been converted, exercised or
                              exchanged prior to such expiration, the number of
                              shares of Common Stock deemed to have been issued
                              and outstanding by reason of the fact that they
                              were issuable upon conversion, exchange or
                              exercise of any such security pursuant to Section
                              4(e)(l)

                                       8
<PAGE>

                              above, shall no longer be computed as set forth
                              above and the Conversion Price shall forthwith be
                              readjusted and thereafter be the price at which it
                              would have been had the adjustment to the
                              Conversion Price made upon the issuance or sale of
                              any such security been made on the basis of the
                              issuance only of the number of additional shares
                              of Common Stock actually issued upon exercise,
                              conversion or exchange thereof and thereupon only
                              the number of additional shares of Common Stock
                              actually so issued shall be deemed to have been
                              issued and the only consideration actually
                              received by the Corporation (computed as set forth
                              above) shall be deemed to have been received by
                              the Corporation; and

                                  (v)   No further adjustment of the Conversion
                              Price adjusted upon the issuance of any such
                              options, rights, convertible securities or
                              exchangeable securities shall be made as a result
                              of the actual issuance of Common Stock on the
                              exercise of any such rights or options or any
                              conversion or exchange of any such securities.

                    (4)  All calculations under this Section will be made to the
               nearest one-hundredth of a cent or to the nearest whole share, as
               the case may be. No adjustment to the Conversion Price will be
               required unless such adjustment would result in an increase or
               decrease of at least one percent (1%) of the Conversion Price;
               provided, however, that any adjustments which by reason of this
               clause (4) are not required to be made will be carried forward
               and taken into account in a subsequent adjustment, if any.

                    (5)  If, at any time after the Original Issuance Date, the
               number of shares of Common Stock outstanding is increased by a
               stock dividend payable in shares of Common Stock or by a
               subdivision or split-up of shares of Common Stock, then the
               provisions of Section 4(e)(1) shall not apply and, following the
               record date for the determination of holders of Common Stock
               entitled to receive such stock dividend, subdivision or split-up,
               the Conversion Price shall be appropriately decreased so that the
               number of shares of Common Stock issuable on conversion of each
               share of Convertible Preferred Stock shall be increased in
               proportion to such increase in outstanding shares.

                    (6)  If, at any time after the Original Issuance Date, the
               number of shares of Common Stock outstanding is decreased by a
               combination of the outstanding shares of Common Stock, then,
               following the record date for such combination, the Conversion
               Price shall be appropriately increased so that the number of
               shares of Common Stock issuable on conversion of each share of
               Convertible Preferred Stock shall be decreased in proportion to
               such decrease in outstanding shares.

                                       9
<PAGE>

                    (7)  In the event of any capital reorganization of the
               Corporation, any reclassification of the stock of the Corporation
               (other than a change in par value or from par value to no par
               value or from no par value to par value or as a result of a stock
               dividend or subdivision, split-up or combination of shares), or
               any consolidation or merger of the Corporation (other than the
               Merger), each share of Convertible Preferred Stock shall after
               such reorganization, reclassification, consolidation, or merger
               be convertible into the kind and number of shares of stock or
               other securities or property of the Corporation or of the
               corporation resulting from such consolidation or surviving such
               merger to which the holder of the number of shares of Common
               Stock deliverable (immediately prior to the time of such
               reorganization, reclassification, consolidation or merger) upon
               conversion of such share of Convertible Preferred Stock would
               have been entitled upon such reorganization, reclassification,
               consolidation or merger. The provisions of this clause shall
               similarly apply to successive reorganizations, reclassifications,
               consolidations, or mergers.

                    (8)  In any case in which the provisions of this Section
               4(e) shall require that an adjustment shall become effective
               immediately after a record date of an event, the Corporation may
               defer until the occurrence of such event (1) issuing to the
               holder of any share of Convertible Preferred Stock converted
               after such record date and before the occurrence of such event
               the shares of capital stock issuable upon such conversion by
               reason of the adjustment required by such event in addition to
               the shares of capital stock issuable upon such conversion before
               giving effect to such adjustments, and (2) paying to such holder
               any amount in cash in lieu of a fractional share of capital stock
               pursuant to Section 4(c) above; provided, however, that the
                                               --------  -------
               Corporation shall deliver to such holder an appropriate
               instrument evidencing such holder's right to receive such
               additional shares and such cash.

                    (9)  Whenever a Conversion Price shall be adjusted as
               provided in this Section 4(e), the Corporation shall make
               available for inspection during regular business hours, at its
               principal executive offices or at such other place as may be
               designated by the Corporation, a statement, signed by its chief
               financial officer, showing in detail the facts requiring such
               adjustment and the Conversion Price that shall be in effect after
               such adjustment. The Corporation shall also cause a copy of such
               statement to be sent by first class certified mail, return
               receipt requested and postage prepaid, to each holder of
               Convertible Preferred Stock affected by the adjustment at such
               holder's address appearing on the Corporation's records. Where
               appropriate, such copy may be given in advance and may be
               included, as part of any notice required to be mailed under the
               provisions of this Section 4(e) below.

                    (10) If the Corporation shall propose to take any action of
               the types described in clauses (5), (6) or (7) of this Section
               4(e), the Corporation shall give notice to each holder of shares
               of Convertible Preferred Stock, in the manner set forth in clause
               (9) above, which notice shall specify the record date, if any,
               with respect to any such action and the date on which such action
               is to take place.

                                      10
<PAGE>

     Such notice shall also set forth such facts with respect thereto as shall
     be reasonably necessary to indicate the effect of such action (to the
     extent such effect may be known at the date of such notice) on the
     Conversion Price and the number, kind or class of shares or other
     securities or property which shall be deliverable or purchasable upon the
     occurrence of such action or deliverable upon conversion of shares of
     Convertible Preferred Stock. In the case of any action which would require
     the fixing of a record date, such notice shall be given at least 20 days
     prior to the date so fixed, and in case of all other action, such notice
     shall be given at least 30 days prior to the taking of such proposed
     action. Failure to give such notice, or any defect therein, shall not
     affect the legality or validity of any such action.

          (11) Without duplication of any other adjustment provided for in this
     Section 4, at any time the Corporation makes or fixes a record date for the
     determination of holders of Common Stock entitled to receive a dividend or
     other distribution payable in securities of the Corporation other than
     shares of Common Stock, provision shall be made so that each holder of
     Convertible Preferred Stock shall have the option to (i) receive as part of
     such dividend or distribution the number of securities of the Corporation
     which such holder would have received had its shares of Convertible
     Preferred Stock been converted into shares of Common Stock immediately
     prior to the date of such event or (ii) receive upon conversion thereof, in
     addition to the shares of Common Stock receivable thereupon, the number of
     securities of the Corporation which such holder would have received had its
     shares of Convertible Preferred Stock been converted into shares of Common
     Stock on the date of such event and had such holder thereafter, during the
     period from the date of such event to and including the date of conversion,
     retained such securities receivable by it pursuant to this paragraph during
     such period, subject to the sum of all other adjustments called for during
     such period under this Section 4 with respect to the rights of such holder
     of Convertible Preferred Stock.

          (12) If the Corporation issues any securities after the Original
     Issuance Date containing provisions protecting the holder or holders
     thereof against dilution in any manner more favorable to such holder or
     holders thereof than those set forth in this Section 4, such provisions (or
     any more favorable portion thereof) shall be deemed to be incorporated
     herein as if fully set forth in this Statement and, to the extent
     inconsistent with any provision of this Statement, shall be deemed to be
     substituted therefor.

     5.  Redemption at Option of the Corporation.
         ---------------------------------------

     (a) The Corporation shall have the right to redeem, at any time after the
fifth anniversary of the Original Issuance Date, out of funds legally available
for such purpose, all, but not less than all, of the shares of Convertible
Preferred Stock then outstanding, for an amount per share (the "Corporation
                                                                -----------
Redemption Price"), which shall be payable in cash, as set forth below:
----------------

                                      11
<PAGE>

               (i)   103% of the Liquidation Amount, if such redemption occurs
                     on or after the fifth anniversary of the Original Issuance
                     Date and before the sixth anniversary date of the Original
                     Issuance Date;

               (ii)  102% of the Liquidation Amount, if such redemption occurs
                     on or after the sixth anniversary of the Original Issuance
                     Date and before the eighth anniversary date of the Original
                     Issuance Date; and

               (iii) 101% of the Liquidation Amount, if such redemption occurs
                     on or after the eighth anniversary of the Original Issuance
                     Date but prior to the Maturity Date.

          (b)  Not less than 20 nor more than 60 days (such date as fixed by the
Board of Directors of the Corporation is referred to herein as the "Redemption
                                                                    ----------
Record Date") prior to the date fixed for any redemption of shares of the
-----------
Convertible Preferred Stock pursuant to this Section 5, a notice specifying the
time and place of the redemption, the redemption price and the number of shares
to be redeemed shall be given by first class mail, postage prepaid, to the
holders of record on the Redemption Record Date of the shares of the Convertible
Preferred Stock to be redeemed at their respective addresses as the same shall
appear on the books of the Corporation, calling upon each holder of record to
surrender to the Corporation on the redemption date at the place designated in
the notice such holder's certificate or certificates representing the number of
shares specified in the notice of redemption. Neither failure to mail such
notice, nor any defect therein or in the mailing hereof, to any particular
holder shall affect the sufficiency of the notice or the validity of the
proceedings for redemption with respect to the other holders. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the holder receives the notice. On or after the redemption
date, each holder of shares of Convertible Preferred Stock to be redeemed shall
present and surrender such holder's certificate or certificates for such shares
to the Corporation at the place designated in the redemption notice and
thereupon the Corporation Redemption Price shall be paid to or on the order of
the person whose name appears on such certificate or certificates as the owner
thereof, and each surrendered certificate shall be canceled.

          (c)  If a notice of redemption has been given pursuant to this Section
5 and if, on or before the redemption date, the funds necessary for such
redemption (including all dividends on the shares of Convertible Preferred Stock
to be redeemed that will accrue to the redemption date) shall have been set
aside by the Corporation, separate and apart from its other funds in trust for
the pro rata benefit of the holders of the shares of Convertible Preferred Stock
    --- ----
so called for redemption, then, notwithstanding that any certificates for such
shares of Convertible Preferred Stock have not been surrendered for
cancellation, on the redemption date dividends shall cease to accrue on the
shares of the Convertible Preferred Stock to be redeemed, and the holders of
such shares shall cease to be shareholders with respect to those shares and
shall have no voting or other rights with respect thereto, except the right to
receive the moneys payable upon such redemption, without interest thereon, upon
surrender (and endorsement, if required by the Corporation) of their
certificates, and the shares of Convertible Preferred Stock evidenced

                                      12
<PAGE>

     thereby shall no longer be outstanding, provided, however, nothing in this
                                             --------  -------
     Section 5 will limit the right of the holders of shares of Convertible
     Preferred Stock to convert such shares after the notice of redemption has
     been given and prior to the redemption date in accordance with Section 4.
     If the holder of any shares of Convertible Preferred Stock shall not,
     within one year after the redemption date, claim the amount deposited for
     the redemption thereof, such funds shall be released to the Corporation and
     held thereby until such holder shall make a claim therefor.

          (d) If a notice of redemption has been given pursuant to this Section
     5 and any holder of shares of Convertible Preferred Stock shall, prior to
     the close of business on the Business Day immediately preceding the
     redemption date, give written notice to the Corporation pursuant to Section
     4 above of the conversion of any or all of the shares to be redeemed held
     by the holder (accompanied by a certificate or certificates for such
     shares, duly endorsed or assigned to the Corporation, as required by
     Section 4 above), then such redemption shall not become effective as to
     such shares to be converted and such conversion shall become effective as
     provided in Section 4 above, whereupon any funds deposited by the
     Corporation for the redemption of such shares shall immediately upon such
     conversion be returned to the Corporation or, if then held in trust by the
     Corporation, shall automatically and without further corporate action or
     notice be discharged from the trust.

          6.  Redemption at the Option of the Holders.
              ---------------------------------------

          (a) Each holder of Convertible Preferred Stock shall have the right to
     require the Corporation to redeem, out of funds legally available therefor,
     any or all of such holder's shares of Convertible Preferred Stock at the
     Redemption Price, plus the amount described in the first sentence of
     Section 2(d), in connection with the occurrence of a Change of Control as
     set forth herein.

          (b) The Corporation shall notify the holders of the Convertible
     Preferred Stock in writing promptly upon the occurrence of a Change of
     Control; provided, however, that any failure by the Corporation to provide
              --------  -------
     such notice shall not affect the right of the holders of shares of
     Convertible Preferred Stock to require a redemption of such shares in
     connection with such Change of Control. Such notice shall state the terms
     and conditions of such Change of Control.

          (c) In the event the Requisite Convertible Preferred Shareholders
     expect that a Change of Control will occur, the Requisite Convertible
     Preferred Shareholders may so notify the Corporation, which notice shall
     specify the circumstances constituting the expected Change of Control.
     Within three Business Days following the receipt by the Corporation of such
     notice, the Corporation shall notify each holder of Convertible Preferred
     Stock of the receipt of such notice from the Requisite Convertible
     Preferred Shareholders. For a period of 15 days following such notice by
     the Corporation, each holder of Convertible Preferred Stock may elect to
     have any or all of such holder's shares of Convertible Preferred Stock
     redeemed under this Section 6(c) by providing an irrevocable written notice
     (a "Section 6(c) Redemption Notice") to the Corporation of such election;
         ------------------------------
     provided, however, no redemption shall be effected prior to the
     --------  -------

                                      13
<PAGE>

     consummation of the Change of Control. The Corporation shall effect such
     redemption on the later to occur of (i) 15 days following receipt by the
     Corporation of such Section 6(c) Redemption Notice and (ii) the date of the
     consummation of such Change of Control (such date on which redemption is
     required, the "Redemption Date") and the holders of record of shares of
                    ---------------
     Convertible Preferred Stock being redeemed in accordance with this Section
     6(c) shall promptly deliver certificates representing the shares being
     redeemed to the Corporation or its agents. If a holder has delivered a
     Section 6(c) Redemption Notice and no Change of Control shall have been
     consummated within 180 days from the date of such Section 6(c) Redemption
     Notice, then such Section 6(c) Redemption Notice shall be null and void and
     the holders shall again be entitled to deliver a new Section 6(c)
     Redemption Notice in accordance with the terms of this Section 6(c).

          (d) If the Corporation has delivered to the holders of the Convertible
     Preferred Stock a notice pursuant to Section 6(b) above that a Change of
     Control has occurred, each holder of Convertible Preferred Stock may elect
     to have any or all of such holder's shares of Convertible Preferred Stock
     redeemed under this Section 6(d) by providing an irrevocable written notice
     (a "Section 6(d) Redemption Notice") to the Corporation of such election at
         ------------------------------
     any time prior to the 90th day following the date of the Corporation's
     notice given pursuant to Section 6(b) (the "Expiration Date"). The
                                                 ---------------
     Corporation shall effect the redemption of all shares pursuant to this
     Section 6(d) on the date which is 15 days after the Expiration Date.

          (e) If, on or before any redemption date specified in paragraph (c) or
     (d) above, the funds necessary for such redemption (including all dividends
     on the shares of Convertible Preferred Stock to be redeemed that will
     accrue to the redemption date) shall have been set aside by the
     Corporation, separate and apart from its other funds in trust for the pro
     rata benefit of the holders of the shares of Convertible Preferred Stock so
     called for redemption, then, notwithstanding that any certificates for such
     shares of Convertible Preferred Stock have not been surrendered for
     cancellation, on the redemption date, dividends shall cease to accrue on
     the shares of the Convertible Preferred Stock to be redeemed, and the
     holders of such shares shall cease to be shareholders with respect to those
     shares and shall have no voting or other rights with respect thereto,
     except the right to receive the monies payable upon such redemption,
     without interest thereon, upon surrender (and endorsement, if required by
     the Corporation) of their certificates, and the shares of Convertible
     Preferred Stock evidenced thereby shall no longer be outstanding. Upon
     delivery to the Corporation of an irrevocable notice from a holder of
     Convertible Preferred Stock pursuant to paragraph (c) or (d) above, the
     right of such holder to convert the shares of Convertible Preferred Stock
     to be redeemed into shares of Common Stock pursuant to Section 4 shall
     cease and terminate. If the holder of any shares of Convertible Preferred
     Stock shall not, within one year after the redemption date, claim the
     amount deposited for the redemption thereof, such funds shall be released
     to the Corporation and held thereby until such holder shall make a claim
     therefor. On and after the redemption date pursuant to either Section 6(c)
     or (d) above (unless default shall be made by the Corporation in the
     payment of the applicable Redemption Price, in which event such rights
     shall be exercisable until such default is cured), all rights in respect of
     the shares of Convertible Preferred Stock to be redeemed, except the right
     to receive the Redemption Price, shall cease and terminate, and such shares
     shall no longer be deemed

                                      14
<PAGE>

     to be outstanding, whether or not the certificates representing such shares
     have been received by the Corporation.

          (f) If the assets of the Corporation available for redemption of the
     Convertible Preferred Stock shall be insufficient to permit the payment of
     the entire Redemption Price required to be paid pursuant to this Section 6,
     then the holders of Convertible Preferred Stock shall share ratably in any
     such redemption based on the respective number of shares of Convertible
     Preferred Stock that each holder thereof holds.

          (g) Any communication or notice relating to redemption given pursuant
     to this Section 6 shall be sent by first-class certified mail, postage
     prepaid, to the holders of record of shares of Convertible Preferred Stock,
     at their respective addresses as the same shall appear on the books of the
     Corporation, or to the Corporation at the address of its principal, or
     registered office, as the case may be.

          (h) The Corporation shall not engage in any Sale of the Corporation
     transaction unless (i) if the Corporation shall be the surviving or
     continuing entity of such transaction, the Corporation shall, after
     consummation thereof, have sufficient funds to perform its obligations
     under this Section 6, and (ii) if the Corporation shall not be the
     surviving or continuing entity of such transaction, proper and adequate
     provision shall be made, in the definitive documentation providing for such
     transaction or otherwise, to ensure that the surviving or continuing
     corporation of such transaction shall expressly assume the Corporation's
     obligations under this Section 6 and shall have sufficient funds to perform
     its obligations under this Section 6.

          7.  Mandatory Redemption.
              --------------------

     On the Maturity Date, the Corporation shall redeem each outstanding share
of Convertible Preferred Stock for the Liquidation Amount of such share at such
time. If the assets of the Corporation available for redemption of the
Convertible Preferred Stock shall be insufficient to permit the payment of the
entire Liquidation Amount to which they shall be entitled, the holders of
Convertible Preferred Stock shall share ratably in any such redemption based on
the respective number of shares of Convertible Preferred Stock that each holder
thereof holds.

          8.  Voting Rights.
              -------------

          (a) Except as otherwise expressly provided herein or required by law
     and so long as any shares of the Convertible Preferred Stock are
     outstanding, each share of Convertible Preferred Stock shall entitle the
     holder thereof to notice of and to vote, in person or by proxy, at any
     special or annual meeting of shareholders, on all matters entitled to be
     voted on by holders of Common Stock (and any other series or class of
     Voting Stock also entitled to vote with the holders of Common Stock),
     voting together as a single class with all other shares entitled to vote
     thereon. With respect to any such vote, each share of Convertible Preferred
     Stock shall entitle the holder thereof to cast that number of votes as is
     equal to the number of votes that such holder would be entitled to cast had
     such holder converted such share of Convertible Preferred Stock into shares
     of

                                      15
<PAGE>

     Common Stock as of the record date for determining the shareholders of the
     Corporation entitled to vote on any such matters.

          (b) At any time after the Original Issuance Date, the Corporation
     shall not, and shall not permit any Subsidiary to, without first obtaining
     the affirmative written consent or approval of the Requisite Convertible
     Preferred Shareholders:

               (i)    in any manner authorize, create, designate, issue, sell or
          reclassify any class or series of capital stock of the Corporation
          (including any shares of treasury stock) or rights, options, warrants
          or other securities convertible into or exercisable or exchangeable
          for capital stock or any debt security which by its terms is
          convertible into or exchangeable for any equity security or has any
          other equity feature or any security that is a combination of debt and
          equity, which, in each case, as to the payment of dividends,
          distribution of assets or Redemptions, including, without limitation,
          distributions to be made upon a Liquidation, is pari passu with, is
                                                          ---- -----
          senior to the Convertible Preferred Stock or is mandatorily redeemable
          prior to the Convertible Preferred Stock or which in any manner
          materially adversely affects the rights, preferences or remedies of
          the holders of the Convertible Preferred Stock;

               (ii)   in any manner alter or change the terms, designations,
          powers, preferences or relative, participating, optional or other
          special rights, or the qualifications, limitations or restrictions
          thereof, of the Convertible Preferred Stock;

               (iii)  in any manner authorize, create, issue or sell any
          additional shares of Convertible Preferred Stock;

               (iv)   amend, alter or repeal any of the provisions of (A) the
          Articles of Incorporation of the Corporation (as amended or restated)
          or (B) the By-laws of the Corporation, if such amendment, alteration
          or repeal would alter or change the rights, preferences or privileges
          of the holders of such Convertible Preferred Stock so as to adversely
          affect them.

               (v)    declare or pay any dividend with respect to, or make any
          payment on account of, or set apart assets for a sinking or other
          analogous fund for, the purchase, redemption, retirement or other
          acquisition of, any shares of any class of capital stock of the
          Corporation ranking junior to the Convertible Preferred Stock, or any
          warrants or options to purchase any such capital stock, or make any
          other distribution in respect thereof, either directly or indirectly,
          whether in cash or property or in obligations of the Corporation or
          any Subsidiary (other than a declaration or payment of a stock
          dividend payable in shares of Common Stock to the holders of Common
          Stock); provided, however, that the Corporation may declare or pay any
                  --------  -------
          dividend on (or repurchase) the Common Stock if such amount, when
          combined with the sum of all other dividends declared or paid on (plus
          all amounts paid in the repurchase of), the Common Stock in the
          preceding twelve-month period, does not exceed 5% of the aggregate
          Fair Market Value of

                                      16
<PAGE>

          the Common Stock at the time of the declaration or payment of such
          dividend or commitment to repurchase, as the case may be;

               (vi)   agree to, or permit any Subsidiary to agree to, any
          provision in any agreement that would by its terms impose any
          restriction on the ability of the Corporation to honor the exercise of
          any rights of the holders of the Convertible Preferred Stock;

               (vii)  enter into any transaction, including, without limitation,
          any purchase, sale, lease or exchange of property, the rendering of
          any service or the payment of any management, advisory or similar
          fees, with any Affiliate (other than any transaction between the
          Corporation and any wholly-owned Subsidiary or between or among
          wholly-owned Subsidiaries) unless such transaction is (a) in the
          ordinary course of business of the Corporation and its Subsidiaries,
          and (b) upon fair and reasonable terms no less favorable to the
          Corporation and its Subsidiaries than they would obtain in a
          comparable arm's length transaction with a Person which is not an
          Affiliate

          9.  Board of Directors.
              ------------------

          (a) The holders of the Convertible Preferred Stock, voting as a
     separate class, shall be entitled to elect directors (the "Convertible
                                                                -----------
     Preferred Directors") to the Board as follows:
     -------------------

               (i)    for so long as Apollo and its Affiliates hold in the
          aggregate Common Stock Equivalents representing at least 50% of the
          number of Conversion Shares issuable upon conversion of the
          Convertible Preferred Stock issued on the Original Issuance Date,
          Apollo shall be entitled to elect the greater of 3 directors or the
          number of directors that represents 30% of the Board, rounded up to
          the nearest whole director;

               (ii)   for so long as Apollo and its Affiliates hold in the
          aggregate Common Stock Equivalents representing at least 25% of the
          number of Conversion Shares issuable upon conversion of the
          Convertible Preferred Stock issued on the Original Issuance Date,
          Apollo shall be entitled to elect the number of directors that
          represents 22% of the Board, rounded up to the nearest whole director;

               (iii)  for so long as Apollo and its Affiliates hold in the
          aggregate Common Stock Equivalents representing at least 12 1/2% of
          the number of Conversion Shares issuable upon the conversion of the
          Convertible Preferred Stock issued on the Original Issuance Date,
          Apollo shall be entitled to elect the number of directors that
          represents 15% of the Board, rounded up to the nearest whole director.

          (b) In the event the number of directors the holders of Convertible
     Preferred Stock are entitled to elect decreases in accordance with
     paragraph (a) above, then the

                                      17
<PAGE>

     number of directors the holders of Convertible Preferred Stock are entitled
     to elect pursuant to paragraph (a) shall not thereafter be increased,
     irrespective of any subsequent acquisition of Common Stock Equivalents by
     Apollo and its Affiliates. In determining the number of directors the
     holders of the Convertible Preferred Stock shall be entitled to elect
     pursuant to paragraph (a) above, Apollo and its Affiliates shall be deemed
     to hold each Common Stock Equivalent that is held of record by Apollo or
     any of its Affiliates, or as to which Apollo or any of its Affiliates
     retains the entire economic interest.

          (c) Each committee of the Board shall include directors elected by the
     holders of shares of the Convertible Preferred Stock in the same
     proportion, rounded up to the nearest whole director, as such directors
     comprise the Board and the Corporation shall provide each Convertible
     Preferred Director with notice at least 48 hours prior to any meeting of
     the Board or any committee.

          (d) If an Event of Non-Compliance occurs (each, a "Trigger Event"),
                                                             -------------
     the Requisite Convertible Preferred Shareholders (voting as a separate
     class) shall have the special right to elect that number of individuals to
     the Board that will constitute a majority of the Board. Upon receipt by the
     Corporation of written notice of the occurrence of a Trigger Event signed
     by the Requisite Convertible Preferred Shareholders, the number of
     directors constituting the entire Board shall be increased by a number
     which, together with the number of directors which the holders of the
     Convertible Preferred Stock have elected pursuant to Section 9(a), shall
     constitute a majority of the number of directors constituting the entire
     Board. In case any vacancy shall occur among the directors elected by the
     holders of the Convertible Preferred Stock pursuant to Section 9(a) or
     9(d), a successor shall be elected by the Convertible Preferred Directors
     (or by the holders of the Convertible Preferred Stock, in the event no such
     director remains in office). Upon receipt by the Corporation of written
     consents signed by or on behalf of the Requisite Convertible Preferred
     Shareholder designating the persons to fill the vacancy, created by
     increase or otherwise, the Board shall immediately fill such vacancies with
     the designees named in such notice. In lieu of delivery of notice to the
     Corporation described in the preceding sentence, at their discretion, the
     holders of the Convertible Preferred Stock, voting separately as a single
     class, may elect such directors at any annual meeting of the shareholders
     or any special meeting of the holders of the Convertible Preferred Stock
     called as hereinafter provided. At any time during which the power to elect
     any directors has been vested in the holders of Convertible Preferred
     Stock, the Secretary of the Corporation, upon written request of any holder
     of Convertible Preferred Stock, shall call a meeting of the holders of the
     Convertible Preferred Stock for the election of directors as provided
     herein. The rights of the holders of the Convertible Preferred Stock to
     increase the number of directors and designate such additional directors,
     as provided in this Section 9(d) shall continue until such time as there is
     no longer a Trigger Event in existence, at which time such special right
     shall terminate, subject to revesting upon the occurrence and continuation
     of any subsequent Trigger Event which gives rise hereunder. After the
     expiration of such Trigger Event, the term of office of the directors
     elected pursuant to the increase under this Section 9(d) shall
     automatically expire and the number of directors shall be reduced
     accordingly.

                                      18
<PAGE>

          (e) Any transferee of shares of Convertible Preferred Stock shall be
     required, as a condition to such transfer, to enter into a written
     agreement with the transferor and the Corporation, which agreement shall
     confer on Apollo (or such other Person as the Corporation shall approve),
     for so long as such shares remain outstanding, sole power and authority to
     vote such shares of Convertible Preferred Stock (at any meeting of
     shareholders or by execution of a written consent of shareholders), with
     respect to (i) any election of directors of the Corporation, including any
     election of directors pursuant to Section 9 of this Statement, or (ii) any
     matter described in Section 8(b)(vi). A counterpart of any such contract
     shall be deposited with the Corporation at its principal place of business
     or registered office and shall be subject to examination by shareholders,
     in accordance with Article 2.30 of the Texas Business Corporation Act. Upon
     any transfer in which the transferee does not agree to such contractual
     agreement described above, such shares of Convertible Preferred Stock shall
     automatically convert into a like number of Series B Convertible Preferred
     Stock, which shall be identical in all respects to the Convertible
     Preferred Stock, except such Series B Convertible Preferred Stock shall not
                      ------
     be entitled to vote (at any meeting of shareholders or by execution of a
     written consent of shareholders) with respect to (i) any election of
     directors of the Corporation, including any election of directors pursuant
     to Section 9, or (ii) any matter described in Section 8(b)(vi).

          10. Definitions.
              -----------

          As used herein, the following terms shall have the following meanings:

          "Accumulated Amount" means an amount per share of Convertible
           ------------------
Preferred Stock equal to the Original Cost plus the sum of all dividends accrued
but unpaid as of the most recent Preferred Dividend Payment Date.

          "Affiliate" means, with respect to any Person, any other Person that
           ---------
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with such Person; provided that
Affiliates of Apollo shall exclude any operating companies that would otherwise
be deemed an Affiliate of Apollo, but shall include all investment partnerships
and special purpose entities that are not operating companies, whether existing
as of the date hereof or created hereafter, if the Persons controlling Apollo
have a dominant management role in such entities. For the purpose of the above
definition, the term "control" (including, with correlative meaning, the terms
"controlling", "controlled by", and "under common control with"), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

     "Applicable Dividend Rate" means 7.25% per annum; provided however that the
      ------------------------                         --------
Applicable Dividend Rate shall be 9.25% upon the occurrence of and during the
continuation of any Event of Non-Compliance until cured, except for any Event of
Non-Compliance related solely to:

                                      19
<PAGE>

               (i)    a breach by the Company of any provisions of the Purchase
          Agreement; or

               (ii)   any breach of Sections 15(a), (iii), (v), (vi), (vii), or
          (ix) through (xiii) (in the case of (xiii), only insofar as it relates
          to the foregoing clauses) of the Investor Rights Agreement that does
          not have a material adverse effect on the Corporation and its
          Subsidiaries, taken as a whole.

          "Apollo" means Apollo Management IV, L.P.
           ------

          "Appraisal Procedure" shall mean the following procedure to determine
           -------------------
the fair market value, as to any security, for purposes of the definition of
"Fair Market Value" or the fair market value, as to any other property (in
either case, the "valuation amount"). The valuation amount shall be determined
in good faith jointly by the disinterested members of the Board and the
Requisite Convertible Preferred Shareholders; provided, however, that if such
                                              --------  -------
parties are not able to agree on the valuation amount within a reasonable period
of time (not to exceed twenty (20) days) the valuation amount shall be
determined by an investment banking firm of national recognition, which firm
shall be reasonably acceptable to the disinterested members of the Board and the
Requisite Convertible Preferred Shareholders. If the disinterested members of
the Board and the Requisite Convertible Preferred Shareholders are unable to
agree upon an acceptable investment banking firm within ten (10) days after the
date either party proposed that one be selected, the investment banking firm
will be selected by an arbitrator located in New York City, New York, selected
by the American Arbitration Association (or if such organization ceases to
exist, the arbitrator shall be chosen by a court of competent jurisdiction). The
arbitrator shall select the investment banking firm (within ten (10) days of his
appointment) from a list, jointly prepared by the disinterested members of the
Board and the Requisite Convertible Preferred Shareholders, of not more than six
investment banking firms of national standing in the United States, of which no
more than three may be named by the disinterested members of the Board and no
more than three may be named by the Requisite Convertible Preferred
Shareholders. The arbitrator may consider, within the ten-day period allotted,
arguments from the parties regarding which investment banking firm to choose,
but the selection by the arbitrator shall be made in its sole discretion from
the list of six. The disinterested members of the Board and the Requisite
Convertible Preferred Shareholders shall submit to the investment banking firm
their respective determinations of the valuation amount, and any supporting
arguments and other data as they may desire, within ten (10) days of the
appointment of the investment banking firm, and the investment banking firm
shall as soon as practicable thereafter make its own determination of the
valuation amount. The final valuation amount for purposes hereof shall be the
average of the two valuation amounts closest together, as determined by the
investment banking firm, from among the valuation amounts submitted by the
Corporation and the Requisite Convertible Preferred Shareholders and the
valuation amount calculated by the investment banking firm. The determination of
the final valuation amount by such investment-banking firm shall be final and
binding upon the parties. The party that submits the valuation amount that is
not used by the investment banking firm to calculate the final valuation amount
shall pay the fees and expenses of the investment banking firm and arbitrator
(if any) used to determine the valuation amount. If required by any such
investment banking firm or arbitrator, the Corporation shall execute a retainer
and engagement letter containing reasonable terms and conditions, including,
without limitation, customary provisions concerning the rights of
indemnification and contribution by the

                                      20
<PAGE>

Corporation in favor of such investment banking firm or arbitrator and its
officers, directors, partners, employees, agents and Affiliates.

               "Board" means the Board of Directors of the Corporation.
                -----
               "BOSC" means Building One Services Corporation, a Delaware
                ----
Corporation.
               "Business Day" means any day except a Saturday, Sunday or a day
                ------------
on which banking institutions are legally authorized to close in the City of New
York
               "Change of Control" means the occurrence, after the date of the
                -----------------
consummation of the Merger, of any of the following events (each a "Change of
Control"):

                    (i)   the Sale of the Corporation,

                    (ii)  the adoption of a plan relating to a Liquidation,

                    (iii) any "person" or "group" (as such terms are used in
                          Sections 13(d) and 14(d) of the Exchange Act), other
                          than Apollo and its Affiliates, is or becomes the
                          "beneficial owner" (as defined in Rules 13-d-3 and
                          13d-5 under the Exchange Act), directly or indirectly,
                          of Voting Stock entitled to cast a majority of the
                          votes entitled to be cast by the holders of the
                          outstanding Voting Stock of the Corporation,

                    (iv)  (A) any "person" or "group" (as such terms are used in
                          Sections 13(d) and 14(d) of the Exchange Act), other
                          than Apollo and its Affiliates, is or becomes the
                          "beneficial owner" (as defined in Rules 13d-3 and 13d-
                          5 under the Exchange Act), directly or indirectly, of
                          Voting Stock entitled to cast more than 30% of the
                          votes entitled to be cast by the holders of the
                          outstanding Voting Stock of the Corporation and (B)
                          Apollo and its Affiliates beneficially owns, directly
                          or indirectly, Voting Stock entitled to cast in the
                          aggregate a lesser percentage of the votes entitled to
                          be cast by the outstanding Voting Stock of the
                          Corporation than such other person or group, or

                    (v)   the first day on which a majority of the Common Stock
                          Directors are not Continuing Directors.

               "Closing Price" means with respect to the shares of Common Stock
                -------------
on any day, (i) the last reported sales price, or in the case no such reported
sale takes place on such day, the average of the reported closing bid and asked
prices, in either case on the NYSE, or (ii) if the shares of Common Stock are
not listed or admitted to trading on the NYSE, the last reported sales price, or
in case no such reported sale takes place on such day, the average of the
reported closing bid and asked prices on the principal national securities
exchange on which the shares of Common Stock are listed or admitted to trading,
or (iii) if the shares of Common Stock are not listed on any national securities
exchange, the average of the closing bid and asked prices in the over-the-
counter market as furnished by any NYSE member firm selected from time to time
by

                                      21
<PAGE>

the Corporation for that purpose, or (iv) if such prices in the over-the-counter
market are not available, the Fair Market Value.

               "Common Stock" means the Common Stock, par value $0.001, of the
                ------------
Corporation.

               "Common Stock Directors" means those directors who have not been
                ----------------------
elected by the holders of the shares of the Convertible Preferred Stock pursuant
to Section 9.

               "Common Stock Equivalent" means one share of Common Stock or the
                -----------------------
right to acquire, whether or not immediately exercisable, one share of Common
Stock, whether evidenced by an option, warrant, convertible security or other
instrument or agreement, in each case, as adjusted to account for any stock
splits, reverse stock splits, stock dividends or other similar events.

               "Consolidated Net Income" means, with respect to any Person, for
                -----------------------
any period, the aggregate net income (or loss) of such Person and its
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom (a) after-tax gains
or losses from asset sales or abandonments or reserves relating thereto, (b)
after-tax items classified as extraordinary or nonrecurring gains or losses, (c)
the net income of any Person acquired in a "pooling of interests" transaction
accrued prior to the date it becomes a Subsidiary of the referent Person or is
merged or consolidated with the referent Person or any Subsidiary of the
referent Person, (d) the net income (but not loss) of any Subsidiary of the
referent Person to the extent that the declaration of dividends or similar
distributions by that Subsidiary of that income is by a contract, operation of
law or otherwise prohibited, (e) the net income of any Person, other than a
Subsidiary of the referent Person, except to the extent of cash dividends or
distributions paid to the referent Person or to a wholly owned Subsidiary of the
referent Person by such Person, and (f) in the case of a successor to the
referent Person by consolidation or merger or as a transferee of the referent
Person's assets, any earnings of the successor corporation prior to such
consolidation, merger or transfer of assets.

               "Continuing Directors" means Common Stock Directors who were
                --------------------
directors on the Original Issuance Date or whose election to the Board, or whose
nomination for election by the shareholders of the Corporation, was approved by
a majority of the Common Stock Directors then still in office who were either
directors on the Original Issuance Date or whose election or nomination for
election was previously so approved.

               "Conversion Date" shall have the meaning set forth in Section
                ---------------
4(b).

               "Conversion Price" shall have the meaning set forth in Section
                ----------------
4(a).

               "Conversion Shares" means the shares of Common Stock issuable
                -----------------
upon conversion of the Convertible Preferred Stock, as adjusted to account for
any stock splits, reverse splits, stock dividends or other similar events.

               "Corporation Redemption Price" shall have the meaning set forth
                ----------------------------
in Section 5(a).

               "Event of Non-Compliance" means the occurrence of any of the
                -----------------------
following:

                                      22
<PAGE>

                    (i)   the Corporation fails to pay the dividends or
               distributions required pursuant to Section 2 hereof and such
               failure to pay continues 10 days after notice of such failure has
               been delivered by any holder of shares of Convertible Preferred
               Stock;

                    (ii)  the Corporation fails to pay the full redemption price
               when due under Sections 5, 6 or 7 hereof;

                    (iii) any breach by the Corporation of Section 8(b) hereof,
               any other material breach by the Corporation of any of the terms
               and conditions hereof, or any material and intentional breach by
               the Corporation of any of the terms and conditions of the
               Investor Rights Agreement or the Purchase Agreement;

                    (iv)  there is a payment default, or any other default
               giving rise to a right of acceleration, under any Indebtedness of
               the Corporation that has an aggregate principal amount
               outstanding, as of the date of such default or acceleration, in
               excess of $10,000,000 (after giving effect to any notice or cure
               period relating to such Indebtedness);

                    (v)   the Corporation or any of its material Subsidiaries
               shall (A) voluntarily commence any proceeding or file any
               petition seeking relief under Title 11 of the United States Code
               or any other federal, state or foreign bankruptcy, insolvency or
               similar law, (B) consent to the institution of, or fail to
               controvert in a timely and appropriate manner, any such
               proceeding or the filing of any such petition, (C) apply for or
               consent to the appointment of a receiver, trustee, custodian,
               sequestrator or similar official for any such Person or for any
               substantial part of its property or assets, (D) file an answer
               admitting the material allegations of a petition filed against it
               in any such proceeding, (E) make a general assignment for the
               benefit of creditors, (F) fail generally to pay its debts as they
               become due or (G) take any corporate or shareholder action in
               furtherance of any of the foregoing; or

                    (vi)  an involuntary proceeding shall be commenced or an
               involuntary petition shall be filed in a court of competent
               jurisdiction seeking (A) relief in respect of the Corporation or
               any of its material Subsidiaries, or of any substantial part of
               their respective property or assets, under Title 11 of the United
               States Code or any other federal, state or foreign bankruptcy,
               insolvency or similar law, (B) the appointment of a receiver,
               trustee, custodian, sequestrator or similar official for any such
               Person or for any substantial part of its property or (C) the
               winding-up or liquidation of any such Person, and such
               proceeding, petition or order shall continue unstayed and in
               effect for a period of 60 consecutive days.

               "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
amended.

               "Excluded Stock" means (i) shares of Common Stock issuable upon
                --------------
exercise of any warrants or options of the Corporation outstanding on the
Original Issuance Date, (ii) shares of Common Stock issuable upon exercise of
any warrant or option of BOSC assumed by the

                                      23
<PAGE>

Corporation in connection with the Merger, (iii) shares of Common Stock issued
pursuant to the conversion of the Convertible Preferred Stock, (iv) shares of
Common Stock issued as consideration pursuant to any acquisition by the Company
or any Subsidiary of any Person or assets (an "Acquisition") if (x) the total
consideration paid in such Acquisition is (based on total cash consideration,
total Indebtedness assumed by the Company and its Subsidiaries and the Fair
Market Value of the shares of Common Stock issued and other property paid) is
less than 2.0% of the total assets of the Company and its Subsidiaries as of the
end of its most recently completed fiscal quarter and (y) the Consolidated Net
Income per outstanding share of Common Stock for the immediately preceding full
twelve month period giving pro forma effect to such Acquisition, and related
financing, as if such Acquisition were consummated at the beginning of such
period is greater than the actual Consolidated Net Income per outstanding share
of Common Stock for such period, (v) shares of Convertible Preferred Stock
issued as dividends to the holders of Convertible Preferred Stock, (vi) shares
of Common Stock or options issued pursuant to any Company or BOSC employee
incentive or benefit arrangement existing on the date hereof pursuant to the
terms thereof on the date hereof, (vii) shares of Common Stock or options issued
pursuant to Corporation employee incentive or benefit arrangements adopted after
the Original Issuance Date of substantially the same size and on terms that are
no less favorable to the Company than such plans existing on the date hereof to
become effective upon the termination of such existing plans to replace such
existing plans and all outstanding options thereunder, (viii) shares of Common
Stock issued pursuant to obligations to pay earnouts with respect to the
Acquisitions described on Schedule I hereto in accordance with the agreements
relating thereto, (ix) up to 2,500,000 shares of Common Stock under a new
employee option plan to be instituted by the Corporation at the closing of the
Merger, (x) up to 1,200,000 shares of Common Stock issued pursuant to a stock
performance incentive plan no less favorable to the Corporation than the BOSC
1999 Stock Performance Incentive Plan (whether as an addition to such plan, or
as a part of an expanded plan which incorporates the BOSC plan plus the
additional 1,200,000 shares) and (xi) Common Stock issued to the shareholders of
BOSC pursuant to the Merger Agreement.

               "Fair Market Value" means, as to any security, the average of the
                -----------------
Closing Prices of such security (i) averaged over a period of 21 days consisting
of the day immediately preceding the day as of which "Fair Market Value" is
being determined and the 20 consecutive Business Days prior to such immediately
preceding day and (ii) excluding any trades that are not bona fide, arm's length
transactions). If at any time such security is not listed on any domestic
securities exchange or quoted in the NASDAQ System or the domestic over-the-
counter market, the "Fair Market Value" of such security shall be the fair
market value thereof as determined in accordance with the Appraisal Procedure,
using an appropriate valuation method, assuming an arms-length sale to an
independent party. In determining the fair market value of any class or series
of Common Stock, a sale of all of the issued and outstanding Common Stock of the
Corporation will be assumed, without giving regard to the lack of liquidity of
such stock due to any restrictions (contractual or otherwise) applicable thereto
or any discount for minority interests and assuming the conversion or exchange
of all securities then outstanding that are convertible into or exchangeable for
Common Stock and the exercise of all rights and warrants then outstanding and
exercisable to purchase shares of such stock or securities convertible into or
exchangeable for shares of such stock; provided, however that such assumption
                                       --------  -------
will not include those securities, rights and warrants convertible into Common
Stock where the conversion, exchange or exercise price per share is greater than
the fair market value; provided, further,
                       --------  -------

                                      24
<PAGE>

however, that fair market value shall be determined with regard to the relative
-------
priority of each class or series of Common Stock (if more than one class or
series exists.)

               "Indebtedness" of any Person means, without duplication, (a) all
                ------------
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by (or which
customarily would be evidenced by) bonds, debentures, notes or similar
instruments, (c) all reimbursement obligations of such Person with respect to
letters of credit and similar instruments, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property
or assets purchased by such Person, (e) all obligations of such Person incurred,
issued or assumed as the deferred purchase price of property or services other
than accounts payable incurred and paid on terms customary in the business of
such Person, provided that Indebtedness shall include contingent purchase price
obligations and other earnout obligations of the Corporation and its
Subsidiaries incurred in connection with the acquisition of any business, to the
extent that it is more likely than not that such obligations will be paid (it
being understood that the "deferred purchase price" in connection with any
purchase of property or assets shall include only that portion of the purchase
price which shall be deferred beyond the date on which the purchase is actually
consummated), (f) all obligations secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person under forward sales,
futures, options and other similar hedging arrangements (including interest rate
hedging or protection agreements), (h) all guaranties by such Person of
obligations of others and (i) all capitalized lease obligations of such Person.

               "Initial Dividend Period" means the period from and including the
                -----------------------
Original Issuance Date through and including the third anniversary of the
Original Issuance Date.

               "Investor's Rights Agreement" means the Investor Rights Agreement
                ---------------------------
dated as of the Original Issuance Date among the Corporation and the Investor.

               "Investor" means BOSS II, LLC.
                --------

               "Lien" means any security interest, lien, pledge, claim, charge,
                ----
escrow, encumbrance, option, right of first offer, right of first refusal,
preemptive right, mortgage, indenture, security agreement or other similar
agreement, arrangement, contract, commitment, understanding or obligation,
whether written or oral and whether or not relating in any way to credit or the
borrowing of money.

               "Liquidation" means any voluntary or involuntary liquidation,
                -----------
dissolution, or winding up of the affairs of the Corporation, other than any
dissolution, liquidation or winding up in connection with any reincorporation of
the Corporation in another jurisdiction.

               "Liquidation Amount" means, as to each share of Convertible
                ------------------
Preferred Stock, the Original Cost plus all accrued and unpaid dividends and all
accumulated and unpaid dividends, whether or not declared and whether or not
there are profits, surplus or other funds legally available for dividends,
payable with respect to such share of Convertible Preferred Stock.

               "Maturity Date" means the 12th anniversary of the Original
                -------------
Issuance Date.

                                      25
<PAGE>

               "Merger" means the merger contemplated by the Agreement and Plan
                ------
of Merger dated November 2, 1999, by and between Group Maintenance America Corp.
and Building One Services Corporation.

               "NASDAQ System" means the National Association of Securities
                -------------
Dealers Automated Quotation System.

               "Original Cost" means $1,000 per share.
                -------------

               "Original Issuance Date" for the Convertible Preferred Stock
                ----------------------
means the date of original issuance of the first share of such Convertible
Preferred Stock.

               "Person" shall be construed broadly and shall include, without
                ------
limitation, an individual, a partnership, an investment fund, a limited
liability corporation, a corporation, an association, a joint stock corporation,
a trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.

               "Preferred Dividend Payment Date" shall have the meaning set
                -------------------------------
forth in Section 2(a).

               "Preferred Record Date" shall have the meaning set forth in
                ---------------------
Section 2(b).

               "Purchase Agreement" means the Securities Purchase Agreement
                ------------------
dated as of November 2, 1999 among the Corporation and the Investor.

               "Redemption Date" shall have the meaning set forth in Section
                ---------------
6(c).

               "Redemption Price" shall mean 101% of the Liquidation Amount.
                ----------------

               "Redemption Record Date" has the meaning set forth in Section
                ----------------------
5(b).

               "Requisite Convertible Preferred Shareholders" means, as of
                --------------------------------------------
any date of determination, the holders of a majority of the outstanding shares
of Convertible Preferred Stock as of such date.

               "Sale of the Corporation" shall mean (i) the sale or other
                -----------------------
disposition, directly or indirectly, of all or substantially all of the
Corporation's assets in one transaction or a series of transactions or (ii) the
merger or consolidation of the Corporation with or into another Person, in the
case of clause (ii) only, under circumstances in which the holders of Voting
Stock entitled to cast a majority of the votes entitled to be cast by the
holders of the Voting Stock of the Corporation, immediately prior to the merger
or consolidation, own Voting Stock entitled to cast less than a majority of the
votes entitled to be cast by the holders of the Voting Stock of the Corporation
or the surviving or resulting corporation or acquirer, as the case may be,
immediately following such merger or consolidation. A sale (or sales) of one or
more Subsidiaries of the Corporation (whether by way of merger, consolidation,
reorganization or sale of all or substantially all assets or securities) which
constitutes all or substantially all of the consolidated assets of the
Corporation shall be deemed a Sale of the Corporation.

                                      26
<PAGE>

               "Second Dividend Period" means the period from, but not
                ----------------------
including, the third anniversary of the Original Issuance Date through and
including the Maturity Date.

               "Statement" means this Statement of designations, rights,
                ---------
preferences, powers, privileges and restrictions, qualifications, and
limitations.

               "Subsidiary" means any entity of which a majority of the
                ----------
outstanding Voting Stock, is owned by the Corporation either directly or
indirectly through Subsidiaries.

               "Trigger Event" shall have the meaning set forth in Section 9(d).
                -------------

               "Voting Stock" of a Person means any class or all classes of
                ------------
capital stock or other interests (including partnership interests) of such
Person then outstanding and normally entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof.

                                      27
<PAGE>

     IN WITNESS WHEREOF, Group Maintenance America Corp. has caused this
Statement of Designation to be duly executed this __ day of ____________.

                                           GROUP MAINTENANCE AMERICA CORP.

                                           By:____________________________

                                           Name:__________________________

                                           Title:_________________________
<PAGE>


                                   ANNEX II

                                      -5-

<PAGE>

                                EXHIBIT 7.3(d)

                                    [Date]

BOSS II, LLC
1301 Avenue of the Americas, 38th Floor
New York, New York 10019

Ladies and Gentlemen:

We have acted as counsel for Group Maintenance America Corp. (the "Company") in
connection with the issuance by the Company of _________ shares of convertible
preferred stock, $.001 par value (the "Convertible Preferred Stock"). The
Convertible Preferred Stock is being issued and sold on the date hereof by the
Company to you pursuant to the Subscription and Exchange Agreement (the
"Subscription and Exchange Agreement") dated as of November 2, 1999 between you
and the Company. In connection with the Subscription and Exchange Agreement, the
Company is also entering into the Investors' Rights Agreement (the "Rights
Agreement") dated as of _________, 2000 between you and the Company and the Fee
Letter (the "Letter") dated as of November 2, 1999 between you and the Company,
and will file the Statement of Designation (the "Statement of Designation")
relating to the Convertible Preferred Stock. The Subscription and Exchange
Agreement, the Rights Agreement, the Letter and the Statement of Designation are
herein collectively referred to as the "Transaction Documents." This opinion is
being rendered to you pursuant to Section 7.3(d) of the Subscription and
Exchange Agreement.

Before rendering the opinion hereinafter set forth, we have examined the
Subscription and Exchange Agreement, the Rights Agreement, the Letter and the
Statement of Designation, and have examined and relied as to matters of fact
upon, the documents delivered to you today at the closing of the purchase and
sale of the Convertible Preferred Stock (except the certificates representing
the Convertible Preferred Stock of which we have examined a specimen). We have
made such investigations of law and examined such other documents and records as
we have deemed necessary and relevant as a basis for the opinion hereinafter
expressed. In the course of the foregoing investigations and examinations, we
assumed (i) the genuineness of all signatures on, and the authenticity of, all
documents and records submitted to us as originals and the conformity to
original documents and records of all documents and records submitted to us as
copies, (ii) the truthfulness of all statements of fact set forth therein, (iii)
the due authorization, execution and delivery by the parties, other than

<PAGE>

[Date]
Page 2

the Company, thereto of all documents and instruments examined by us (except
with respect to the Company as set forth in paragraph 2 below), and (iv) that,
to the extent such documents and instruments purport to constitute agreements of
such parties (other than the Company), they constitute valid, binding and
enforceable obligations of such parties.

Based on the foregoing and subject to the limitations, assumptions and
qualifications set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the option that:

        1.  The Company and each of its Material Subsidiaries (as defined in the
            Subscription and Exchange Agreement) is a corporation duly
            incorporated, validly existing and in good standing under the laws
            of its state of incorporation; and the Company and each [Material]
            Subsidiary has all requisite corporate power and authority to
            conduct the business in which it is engaged, to own and lease its
            assets and property, and with respect to the Company, to execute,
            deliver and perform its obligations under the Transaction Documents,
            to issue and sell the Convertible Preferred Stock pursuant to the
            Subscription and Exchange Agreement, and to issue the Common Stock
            initially issuable upon conversion of the Convertible Preferred
            Stock (the "Conversion Shares").

        2.  The execution and delivery by the Company of the Transaction
            Documents and the consummation by the Company of its obligations
            thereunder (including, without limitation, the issuance of the
            convertible Preferred Stock and the Conversion Shares) have been
            duly authorized by all requisite corporate action on the part of the
            Company, and the Company has duly executed and delivered the
            Transaction Documents.

        3.  The execution and delivery by the Company of the Transaction
            Documents and the consummation by the Company of the transactions
            contemplated therein do not (i) violate any provision of the
            Company's articles of incorporation or bylaws, (ii) violate any
            provision of any existing law, rule or regulation applicable to the
            Company or any order, writ, injunction or decree of any court or
            governmental agency known to us after due inquiry and having
            jurisdiction over the Company, or (iii) violate or cause a default
            under, or result in, or require the creation or imposition of any
            mortgage, pledge, charge, security interest or encumbrance upon any
            of the Company's properties, under any Material Contract, known to
            us after due inquiry, to which the Company is party.


<PAGE>
[Date]
Page 3


       4.   Each Transaction Document is a valid and legally binding obligation
            of the Company, enforceable against the Company in accordance with
            its terms.

       5.   No authorization, approval, consent or order of, or filing with, any
            governmental agency having jurisdiction over the Company is required
            to be obtained by the Company but has not been obtained for the
            execution and delivery of the Transaction Documents by the Company
            and the consummation by the Company of the transactions contemplated
            therein except as may be required by federal and state securities
            laws with respect to actions taken relative to the Company Indenture
            dated as of January 22, 1999.

       6.   The Company is not an "investment company" within the meaning of the
            Investment Company Act of 1940, as amended.

       8.   The Company is not a "holding company" within the meaning of the
            Public Utility Holding Company Act of 1935, as amended.

       9.   The Convertible Preferred Stock has been duly authorized and when
            issued and delivered against payment therefore, in accordance with
            the terms of the Subscription and Exchange Agreement, will be
            validly issued, fully paid and nonassessable. The Conversion Shares
            issuable as of the date hereof have been duly authorized and
            reserved for issuance, and when issued and delivered in accordance
            with the Statement of Designations, will be validly issued, fully
            paid and non-assessable. The issuance of the Convertible Preferred
            Stock and the Conversion Shares are not subject to any preemptive
            rights under Texas law, the Company's articles of incorporation or
            any currently existing contractual obligation known to us after due
            inquiry, except as may be granted in the Transaction Documents; and

       10.  Assuming the accuracy of the representations and warranties of the
            Company and you in the Subscription and Exchange Agreement and the
            Letter Agreement dated November __, 1999 between the Company and
            Apollo Investment Fund IV, L.P., and Apollo Overseas Partners IV,
            L.P., no registration of the Convertible Preferred Stock under the
            Securities Act of 1933, as amended, is required for the valid sale
            to you today of the Convertible Preferred Stock.

The opinion set forth above is, with your concurrence, limited to the law of the
State of Texas and the relevant law of the United States of America, and we
render no opinion with respect to the law of any other jurisdiction nor do we
express any opinion with respect to the
<PAGE>


[Date]
Page 4

anti-fraud provisions of any state or federal securities laws. In this regard,
we call to your attention the provisions of the Subscription and Exchange
Agreement, the Rights Agreement and the Letter which provide that the law of the
state of New York shall govern such agreements, and note that the laws of the
State of New York may be materially different than the laws of the State of
Texas. With respect to the opinion expressed in paragraph 1 above, we have, with
your concurrence, relied exclusively upon certificates of public officials of
the states of incorporation.

We express no opinion as to the enforceability of provisions in the Subscription
and Exchange Agreement, the Rights Agreement and the Letter which provide that
the agreements are to be government by and construed in accordance with the laws
of the State of New York. With your concurrence we have assumed that,
notwithstanding the governing law provisions of such agreement, that such
agreements will be governed by the internal laws of the State of Texas without
giving effect to any laws of conflict requiring the application of any other
jurisdiction.

Whenever our opinion is based on circumstances "known to us after due inquiry,"
we have relied exclusively on certificates of officers (after the discussion of
the contents thereof with such officers) of the Company or certificates of
others as to the existence or nonexistence of the circumstances upon which such
opinion is predicated. We have no reason to believe, however, than any such
certificate is untrue or inaccurate in any material respect.

We have assumed, with your concurrence and without investigation, that there has
not been any mutual mistake of fact or misunderstanding, fraud, duress or any
undue influence.

The enforceability of dividend, payment and redemption provisions in the
Convertible Preferred Stock and the Statement of Designations is subject to the
availability of sufficient funds legally available therefor.

In addition to the limitations and qualifications set forth above, the
enforceability of obligations of the Company under any of the Transaction
Documents is subject to the effect of any applicable bankruptcy (including,
without limitation, fraudulent conveyance and preference), insolvency,
reorganization, rehabilitation, moratorium or similar laws and decisions
relating to or affecting the enforcement of creditors' rights generally, and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief. Such
principles are of general application, and in applying such principles a court,
among other things, might decline to order the Company to perform covenants.
Further, the enforceability of indemnification provisions contained in the
Subscription and

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[Date]
Page 5

Exchange Agreement may be limited by applicable law or public policy.

This opinion is solely for your benefit pursuant to Section 7.3(d) of the
Subscription and Exchange Agreement, and may not be used or relied upon by you
for any other purpose and may not be used or relied upon for any purpose by any
other person or entity without our express prior written authorization. Except
for the use permitted herein, this opinion may not be quoted, circulated or
published, in whole or in part, or otherwise referred to, filed with or
furnished to any other person or entity, without our express prior written
authorization.

                                          Very truly yours,


                                          Bracewell & Patterson, L.L.P.