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                                                                    EXHIBIT 10.1

                        GROUP MAINTENANCE AMERICA CORP.

                            1997 STOCK AWARDS PLAN


     1.   PURPOSE.  The purpose of the GROUP MAINTENANCE AMERICA CORP. 1997
STOCK AWARDS PLAN (The "Plan") is to provide a means through which GROUP
MAINTENANCE AMERICA CORP., a Texas corporation (the "Company"), and its
subsidiaries, may attract, retain and motivate key employees, directors and
persons affiliated with the Company and to provide a means whereby such persons
can acquire and maintain stock ownership, thereby strengthening their concern
for the welfare of the Company.  A further purpose of the Plan is to provide
such participants with additional incentive and reward opportunities designed to
enhance the profitable growth and increase shareholder value of the Company.
Accordingly, the Plan provides for granting Incentive Stock Options, options
that do not constitute Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock Awards, Performance Awards, Phantom Stock Awards, or any
combination of the foregoing, as is best suited to the particular circumstances
as provided herein.

     2.   DEFINITIONS.  The following definitions shall be applicable throughout
the Plan unless specifically modified by any paragraph:

          (a) "Affiliates" means any "parent corporation" of the Company and any
     "subsidiary" of the Company within the meaning of Code Sections 424(e) and
     (f), respectively, and any entity which directly or indirectly through one
     or more intermediaries controls, is controlled by, or is under common
     control with the Company.

          (b) "Award" means, individually or collectively, any Option,
     Restricted Stock Award, Phantom Stock Award, Performance Award or Stock
     Appreciation Right.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Change of Control" means the occurrence of any of the following
     events:  (i) the Company shall not be the surviving entity in any merger,
     consolidation or other reorganization (or survives only as a subsidiary of
     an entity other than a previously wholly-owned subsidiary of the Company),
     (ii) the Company sells, leases or exchanges all or substantially all of its
     assets to any other person or entity (other than a wholly-owned subsidiary
     of the Company), (iii) the Company is to be dissolved and liquidated, (iv)
     any person or entity, including a "group" as contemplated by Section
     13(d)(3) of the 1934 Act, acquires or gains ownership or control
     (including, without limitation, power to vote) of more than 50% of the
     outstanding shares of the Company's voting stock (based upon voting power),
     or (v)


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     as a result of or in connection with a contested election of
     directors, the persons who were directors of the Company before such
     election shall cease to constitute a majority of the Board.

          (e) "Change of Control Value" shall mean (i) the per share price
     offered to stockholders of the Company in any such merger, consolidation,
     reorganization, sale of assets or dissolution transaction, (ii) the price
     per share offered to stockholders of the Company in any tender offer or
     exchange offer whereby a Change of Control takes place, or (iii) if such
     Change of Control occurs other than pursuant to a tender or exchange offer,
     the Fair Market Value per share of the shares into which Awards are
     exercisable, as determined by the Committee, whichever is applicable.  In
     the event that the consideration offered to stockholders of the Company
     consists of anything other than cash, the Committee shall determine the
     fair cash equivalent of the portion of the consideration offered which is
     other than cash.

          (f) "Code" means the Internal Revenue Code of 1986, as amended.
     Reference in the Plan to any section of the Code shall be deemed to include
     any amendments or successor provisions to any section and any regulations
     under such section.

          (g) "Committee" means the Compensation Committee of the Board which
     shall be constituted solely of "outside directors," within the meaning of
     Section 162(m) of the Code and applicable interpretive authority
     thereunder.

          (h) "Company" means Group Maintenance America Corp.

          (i) "Director" means an individual elected to the Board by the
     stockholders of the Company or by the Board under applicable corporate law
     who is serving on the Board on the date the Plan is adopted by the Board or
     is elected to the Board after such date.

          (j) An "employee" means any person (including an officer or a
     Director) in an employment relationship with the Company or any parent or
     subsidiary corporation (as defined in Section 424 of the Code).

          (k) "1934 Act" means the Securities Exchange Act of 1934, as amended.

          (l) "Fair Market Value" means, as of any specified date, the mean of
     the high and low sales prices of the Stock (i) reported by any interdealer
     quotation system on which the Stock is quoted on that date or (ii) if the
     Stock is listed on a national stock exchange, reported on the stock
     exchange composite tape on that date; or, in either case, if no prices are
     reported on that date, on the last preceding date 

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     on which such prices of the Stock are so reported. If the Stock is traded
     over the counter at the time a determination of its Fair Market Value is
     required to be made hereunder, its fair market value shall be deemed to be
     equal to the average between the reported high and low or closing bid and
     asked prices of Stock on the most recent date on which Stock was publicly
     traded. In the event Stock is not publicly traded at the time a
     determination of its value is required to be made hereunder, the
     determination of its fair market value shall be made by the Committee in
     such manner as it deems appropriate.

          (m) "Holder" means an employee who has been granted an Award.
 
          (n) "Incentive Stock Option" means an incentive stock option within
     the meaning of Section 422(b) of the Code.

          (o) "Nonqualified Stock Option" means an option granted under Section
     7 of the Plan to purchase Stock that does not constitute an Incentive Stock
     Option.

          (p) "Option" means an Award granted under Section 7 of the Plan and
     includes both Incentive Stock Options to purchase Stock and Nonqualified
     Stock Options to purchase Stock.

          (q) "Option Agreement" means a written agreement between the Company
     and a Holder with respect to an Option.

          (r) "Participant" means individually or collectively, an employee,
     member of the Board of Directors or consultant of the Company or any of its
     Affiliates, who participates in the Plan.

          (s) "Performance Award" means an Award granted under Section 10 of the
     Plan.

          (t) "Performance Award Agreement" means a written agreement between
     the Company and a Holder with respect to a Performance Award.

          (u) "Phantom Stock Award" means an Award granted under Section 11 of
     the Plan.

          (v) "Phantom Stock Award Agreement" means a written agreement between
     the Company and a Holder with respect to a Phantom Stock Award.

          (w) "Reload Option" means the grant of a new Option to a Holder who
     exercises an Option(s) as provided in Section 7(f) of the Plan.

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          (x) "Restricted Stock Agreement" means a written agreement between the
     Company and a Holder with respect to a Restricted Stock Award.

          (y) "Restricted Stock Award" means an Award granted under Section 9 of
     the Plan.

          (z) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
     Exchange Commission under the 1934 Act, as such may be amended from time to
     time, and any successor rule, regulation or statute fulfilling the same or
     a similar function.

          (aa)"Spread" means, in the case of a Stock Appreciation Right, an
     amount equal to the excess, if any, of the Fair Market Value of a share of
     Stock on the date such right is exercised over the price designated in such
     Stock Appreciation Right.

          (bb)"Stock" means the common stock par value, $.001 per share, of the
     Company.

          (cc)"Stock Appreciation Right" means an Award granted under Section 8
     of the Plan.

          (dd)"Stock Appreciation Rights Agreement" means a written agreement
     between the Company and a Holder with respect to an Award of Stock
     Appreciation Rights.

     3.   EFFECTIVE DATE AND TERM.  The Plan shall be effective upon the date of
its adoption by the Board, provided that the Plan has been or is approved by the
stockholders of the Company within twelve months of its adoption by the Board.
No further Awards may be granted under the Plan after June 30, 2007.  The Plan
shall remain in effect until all Awards granted under the Plan have been
satisfied or expired.

     4.   ADMINISTRATION.  The Plan shall be administered by the Board or by the
Committee as authorized by the Board (hereinafter where the term "Committee" is
used "Board" shall be substituted, if no Committee has been established).
Subject to the provisions of the Plan, the Committee shall have sole authority,
in its discretion, to determine which Participant shall receive an Award, the
time or times when such Award shall be made, whether an Incentive Stock Option,
Nonqualified Option or Stock Appreciation Right shall be granted, the number of
shares of Stock which may be issued under each Option, Stock Appreciation Right
or Restricted Stock Award, and the value of each Performance Award and Phantom
Stock Award.  In making such determinations the Committee may take into account
the nature of the services rendered by the respective Participants, their
present and potential contributions to the Company's success and such other
factors as the Committee in its discretion shall deem relevant.  The Committee
shall have such 

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additional powers as are delegated to it by the other provisions of the Plan.
Subject to the express provisions of the Plan, the Committee is authorized to
construe the Plan and the respective agreements executed thereunder, to
prescribe such rules and regulations relating to the Plan as it may deem
advisable to carry out the Plan, and to determine the terms, restrictions and
provisions of each Award, including such terms, restrictions and provisions as
shall be requisite in the judgment of the Committee to cause designated Options
to qualify as Incentive Stock Options, and to make all other determinations
necessary or advisable for administering the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in any agreement
relating to an Award in the manner and to the extent it shall deem expedient to
carry it into effect. The determinations of the Committee on the matters
referred to in this Section 4 shall be conclusive.

     5.   SHARES SUBJECT TO THE PLAN.  Subject to Section 12, the aggregate
number of shares of Stock that may be issued under the Plan shall not exceed 9%
of the aggregate number of shares of common stock issued and outstanding at the
end of each fiscal quarter during the term of the Plan; provided, however, the
maximum number of shares for which Incentive Stock Options may be granted shall
be _____ shares.  The Stock to be offered pursuant to the grant of an Award may
be authorized but unissued Stock or Stock previously issued and outstanding and
reacquired by the Company. Shares of Stock shall be deemed to have been issued
under the Plan only to the extent actually issued and delivered pursuant to an
Award.  To the extent that an Award lapses or the rights of its Holder terminate
or the Award is paid in cash, any shares of Stock subject to such Award shall
again be available for the grant of an Award.  Separate stock certificates shall
be issued by the Company for those shares acquired pursuant to the exercise of
an Incentive Stock Option and for those shares acquired pursuant to the exercise
of a Nonqualified Stock Option.

     6.   ELIGIBILITY.  Awards may be granted only to persons who, at the time
of grant, are employees, members of the Board or consultants of the Company or
any of its Affiliates.  An Award may be granted on more than one occasion to the
same person, and, subject to the limitations set forth in the Plan, such Award
may include an Incentive Stock Option or a Nonqualified Stock Option, a Stock
Appreciation Right, a Restricted Stock Award, a Performance Award, a Phantom
Stock Award or any combination thereof.

     7.   STOCK OPTIONS.

          (a) Option Period.  The term of each Option shall be as specified by
     the Committee at the date of grant.

          (b) Limitations on Exercise of Option.  An Option shall be exercisable
     in whole or in such installments and at such times as determined by the
     Committee.

          (c) Special Limitations on Incentive Stock Options.  Incentive Stock
     Options may only be granted to key management employees of the Company and
     its Affiliates.  To the extent that the aggregate Fair Market Value
     (determined at the time the respective Incentive Stock Option is granted)
     of Stock with respect to which 

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     Incentive Stock Options are exercisable for the first time by an individual
     during any calendar year (under all "incentive stock option" plans of the
     Company and its parent and subsidiary corporations) exceeds $100,000, such
     Incentive Stock Options shall be treated as Nonqualified Stock Options as
     determined by the Committee. The Committee shall determine, in accordance
     with applicable provisions of the Code, Treasury Regulations and other
     administrative pronouncements, which of an optionee's Incentive Stock
     Options will not constitute Incentive Stock Options because of such
     limitation and shall notify the optionee of such determination as soon as
     practicable after such determination. No Incentive Stock Option shall be
     granted to an individual if, at the time the Option is granted, such
     individual owns stock possessing more than 10% of the total combined voting
     power of all classes of stock of the Company or of its parent or subsidiary
     corporation, within the meaning of Section 422(b)(6) of the Code, unless
     (i) at the time such Option is granted the option price is at least 110% of
     the Fair Market Value of the Stock subject to the Option and (ii) such
     Option by its terms is not exercisable after the expiration of five years
     from the date of grant.

          (d) Option Agreement.  Each Option shall be evidenced by an Option
     Agreement in such form and containing such provisions not inconsistent with
     the provisions of the Plan as the Committee from time to time shall
     approve, including, without limitation, provisions to qualify an Incentive
     Stock Option under Section 422 of the Code.  An Option Agreement may
     provide for the payment of the option price, in whole or in part, by the
     delivery of a number of shares of Stock (plus cash if necessary) having a
     Fair Market Value equal to such option price.  Payment in full or in part
     may also be made by reduction in the number of shares of Stock issuable
     upon the exercise of an Option, based on the Fair Market Value of the
     shares of Stock on the date the Option is exercised.  Each Option Agreement
     shall provide that the Option may not be exercised earlier than six months
     from the date of grant and shall specify the effect of termination of
     employment or service on the exercisability of the Option.  Moreover, an
     Option Agreement may provide for a "cashless exercise" of the Option by
     establishing procedures whereby the Holder, by a properly-executed written
     notice, directs (i) an immediate market sale or margin loan respecting all
     or a part of the shares of Stock to which he is entitled upon exercise
     pursuant to an extension of credit by the Company to the Holder of the
     option price, (ii) the delivery of the shares of Stock from the Company
     directly to a brokerage firm and (iii) the delivery of the option price
     from the sale or margin loan proceeds from the brokerage firm directly to
     the Company.  Such Option Agreement may also include, without limitation,
     provisions relating to (i) vesting of Options, subject to the provisions
     hereof accelerating such vesting on a Change of Control, (ii) tax matters
     (including provisions (y) permitting the delivery of additional shares of
     Stock or the withholding of shares of Stock from those acquired upon
     exercise to satisfy federal or state income tax withholding requirements
     and (z) dealing with any other applicable employee wage withholding
     requirements), and (iii) any other 

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     matters not inconsistent with the terms and provisions of this Plan that
     the Committee shall in its sole discretion determine. The terms and
     conditions of the respective Option Agreements need not be identical.

          (e) Option Price and Payment.  The price at which a share of Stock may
     be purchased upon exercise of an Option shall be determined by the
     Committee, but such purchase price shall not be less than the Fair Market
     Value of Stock subject to an Option on the date the Option is granted and
     (ii) such purchase price shall be subject to adjustment as provided in
     Section 12.  The Option or portion thereof may be exercised by delivery of
     an irrevocable notice of exercise to the Company.  The purchase price of
     the Option or portion thereof shall be paid in full in the manner
     prescribed by the Committee.

          (f) Reload Options.  The Committee shall have the authority to and, in
     its sole discretion may, specify at or after the time of grant of a Non-
     Qualified Stock Option, that a Holder shall be automatically granted a
     Reload Option in the event such Holder exercises all or part of an original
     option ("Original Option") within five years of the date of grant of the
     Original Option, by means of, in accordance with Section 7(d) of this Plan,
     (i) a cashless exercise, (ii) a reduction in the number of shares of Stock
     issuable upon such exercise sufficient to pay the purchase price and the
     applicable withholding taxes, based on the Fair Market Value of the shares
     of Stock on the date the Option is exercised, or (iii) surrendering to the
     Company already owned shares of Stock in full or partial payment of the
     purchase price under the Original Option and the applicable withholding
     taxes.  The grant of Reload Options shall be subject to the  availability
     of shares of Stock under this Plan at the time of exercise of the Original
     Option and to the limits provided for in Section 5 of this Plan.  The
     Committee shall have the authority to determine the terms of any Reload
     Options granted.

          (g) Stockholder Rights and Privileges.  The Holder shall be entitled
     to all the privileges and rights of the stockholder only with respect to
     such shares of Stock as have been purchased under the Option and for which
     certificates of stock have been registered in the Holder's name.

          (h) Options and Rights in Substitution for Stock Options Granted by
     Other Corporations.  Options and Stock Appreciation Rights may be granted
     under the Plan from time to time in substitution for stock options held by
     individuals employed by corporations who become employees as a result of a
     merger or consolidation of the employing corporation with the Company or
     any subsidiary, or the acquisition by the Company or a subsidiary of the
     assets of the employing corporation, or the acquisition by the Company or a
     subsidiary of stock of the employing corporation with the result that such
     employing corporation becomes a subsidiary.

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     8.   STOCK APPRECIATION RIGHTS.

          (a) Stock Appreciation Rights.  A Stock Appreciation Right is the
     right to receive an amount equal to the Spread with respect to a share of
     Stock upon the exercise of such Stock Appreciation Right.  Stock
     Appreciation Rights may be granted in connection with the grant of an
     Option, in which case the Option Agreement will provide that the Stock
     Appreciation Right shall be cancelled when and to the extent the related
     Option is exercised and that exercise of Stock Appreciation Rights will
     result in the surrender of the right to purchase the shares under the
     Option as to which the Stock Appreciation Rights were exercised.
     Alternatively, Stock Appreciation Rights may be granted independently of
     Options in which case each Award of Stock Appreciation Rights shall be
     evidenced by a Stock Appreciation Rights Agreement which shall contain such
     terms and conditions as may be approved by the Committee.  The Spread with
     respect to a Stock Appreciation Right may be payable either in cash, shares
     of Stock with a Fair Market Value equal to the Spread or in a combination
     of cash and shares of Stock. With respect to Stock Appreciation Rights that
     are subject to Section 16 of the 1934 Act, however, the Committee shall,
     except as provided in Section 12(c), retain sole discretion (i) to
     determine the form in which payment of the Stock Appreciation Right will be
     made (i.e., cash, securities or combination thereof) or (ii) to approve an
     election by a Holder to receive cash in full or partial settlement of Stock
     Appreciation Rights.  Each Stock Appreciation Rights Agreement shall
     provide that the Stock Appreciation Rights may not be exercised earlier
     than six months from the date of grant and shall specify the effect of
     termination of employment on the exercisability of the Stock Appreciation
     Rights.

          (b) Other Terms and Conditions.  At the time of such Award, the
     Committee, may in its sole discretion, prescribe additional terms,
     conditions or restrictions relating to Stock Appreciation Rights, including
     but not limited to rules pertaining to termination of employment (by
     retirement, disability, death or otherwise) or termination of service of a
     Holder prior to the expiration of such Stock Appreciation Rights.  Such
     additional terms, conditions or restrictions shall be set forth in the
     Stock Appreciation Rights Agreement made in conjunction with the Award.
     Such Stock Appreciation Rights Agreements may  also include, without
     limitation, provisions relating to (i) vesting of Awards, subject to the
     provisions hereof accelerating vesting on a Change of Control, (ii) tax
     matters (including provisions covering applicable wage withholding
     requirements), and (iii) any other matters not inconsistent with the terms
     and provisions of this Plan, that the Committee shall in its sole
     discretion determine.  The terms and conditions of the respective
     Appreciation Rights Agreements need not be identical.

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          (c) Award Price.  The award price of each Stock Appreciation Right
     shall be determined by the Committee, but such award price (i) shall not be
     less than the Fair Market Value of a share of Stock on the date the Stock
     Appreciation Right is granted (or such greater exercise price as may be
     required if such Stock Appreciation Right is granted in connection with an
     Incentive Stock Option that must have an exercise price equal to 110% of
     the Fair Market Value of the Stock on the date of grant pursuant to Section
     7(c)), and (ii) shall be subject to adjustment as provided in Section 12.

          (d) Exercise Period.  The term of each Stock Appreciation Right shall
     be as specified by the Committee at the date of grant.

          (e) Limitations on Exercise of Stock Appreciation Right.  A Stock
     Appreciation Right shall be exercisable in whole or in such installments
     and at such times as determined by the Committee.

     9.   RESTRICTED STOCK AWARDS.

          (a) Forfeiture Restrictions to be Established by the Committee.
     Shares of Stock that are the subject of a Restricted Stock Award shall be
     subject to restrictions on disposition by the Holder and an obligation of
     the Holder to forfeit and surrender the shares to the Company under certain
     circumstances (the "Forfeiture Restrictions").  The Forfeiture Restrictions
     shall be determined by the Committee in its sole discretion, and the
     Committee may provide that the Forfeiture Restrictions shall lapse upon (i)
     the attainment of business objectives established by the Committee that are
     based on (1) the price of a share of Stock, (2) the Company's earnings per
     share, (3) the Company's revenue, (4) the revenue of a business unit of the
     Company designated by the Committee, (5) the return on stockholders' equity
     achieved by the Company, (6) the Company's pre-tax cash flow from
     operations, or (7) similar criteria established by the Committee, (ii) the
     Holder's continued employment with the Company for a specified period of
     time, or (iii) other measurements of individual, business unit or Company
     performance.  Each Restricted Stock Award may have different Forfeiture
     Restrictions, in the discretion of the Committee.  The Forfeiture
     Restrictions applicable to a particular Restricted Stock Award shall not be
     changed except as permitted by Section 9(b) or Section 12.

          (b) Other Terms and Conditions.  Stock awarded pursuant to a
     Restricted Stock Award shall be represented by a stock certificate
     registered in the name of the Holder of such Restricted Stock Award.  The
     Holder shall have the right to receive dividends with respect to Stock
     subject to a Restricted Stock Award, to vote Stock subject thereto and to
     enjoy all other stockholder rights, except that (i) the Holder shall not be
     entitled to delivery of the stock certificate until the Forfeiture
     Restrictions shall have expired, (ii) the Company shall retain custody of
     the Stock 

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     until the Forfeiture Restrictions shall have expired, (iii) the Holder may
     not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of
     the Stock until the Forfeiture Restrictions shall have expired, and (iv) a
     breach of the terms and conditions established by the Committee pursuant to
     the Restricted Stock Agreement, shall cause a forfeiture of the Restricted
     Stock Award. At the time of such Award, the Committee may, in its sole
     discretion, prescribe additional terms, conditions or restrictions relating
     to Restricted Stock Awards, including, but not limited to, rules pertaining
     to the termination of employment (by retirement, disability, death or
     otherwise) or termination of service of a Holder prior to expiration of the
     Forfeiture Restrictions. Such additional terms, conditions or restrictions
     shall be set forth in a Restricted Stock Agreement made in conjunction with
     the Award. Such Restricted Stock Agreement may also include, without
     limitation, provisions relating to (i) subject to the provisions hereof
     accelerating vesting on a Change of Control, vesting of Awards, (ii) tax
     matters (including provisions (y) covering any applicable employee wage
     withholding requirements and (z) prohibiting an election by the Holder
     under Section 83(b) of the Code), and (iii) any other matters not
     inconsistent with the terms and provisions of this Plan that the Committee
     shall in its sole discretion determine. The terms and conditions of the
     respective Restricted Stock Agreements need not be identical.

          (c) Payment for Restricted Stock.  The Committee shall determine the
     amount and form of any payment for Stock received pursuant to a Restricted
     Stock Award, provided that in the absence of such a determination, a Holder
     shall not be required to make any payment for Stock received pursuant to a
     Restricted Stock Award, except to the extent otherwise required by law.

          (d) Agreements.  At the time any Award is made under this Section 9,
     the Company and the Holder shall enter into a Restricted Stock Agreement
     setting forth each of the matters as the Committee may determine to be
     appropriate.  The terms and provisions of the respective Restricted Stock
     Agreements need not be identical.

     10.  PERFORMANCE AWARDS.

          (a) Performance Period.  The Committee shall establish, with respect
     to and at the time of each Performance Award, a performance period over
     which the performance of the Holder shall be measured.

          (b) Performance Awards.  Each Performance Award shall have a maximum
     value established by the Committee at the time of such Award.

          (c) Performance Measures.  A Performance Award shall be awarded to a
     Participant contingent upon future performance of the Participant, the
     Company or any subsidiary, division or department thereof by or in which he
     is employed during 

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     the performance period. The Committee shall establish the performance
     measures applicable to such performance prior to the beginning of the
     performance period but subject to such later revisions as the Committee
     shall deem appropriate to reflect significant, unforeseen events or
     changes.

          (d) Awards Criteria.  In determining the value of Performance Awards,
     the Committee shall take into account a Participant's responsibility level,
     performance, potential, other Awards and such other considerations as it
     deems appropriate.

          (e) Payment.  Following the end of the performance period, the Holder
     of a Performance Award shall be entitled to receive payment of an amount,
     not exceeding the maximum value of the Performance Award, based on the
     achievement of the performance measures for such performance period, as
     determined by the Committee.  Payment of a Performance Award may be made in
     cash, Stock or a combination thereof, as determined by the Committee.
     Payment shall be made in a lump sum or in installments as prescribed by the
     Committee.  Any payment to be made in Stock shall be based on the Fair
     Market Value of the Stock on the payment date.  If a payment of cash is to
     be made on a deferred basis, the Committee shall establish whether interest
     shall be credited, the rate thereof and any other terms and conditions
     applicable thereto.

          (f) Termination of Employment or Service.   A Performance Award shall
     terminate if the Holder does not remain continuously in the employ or
     service of the Company at all times during the applicable performance
     period, except as may be determined by the Committee or as may otherwise be
     provided in the Award at the time granted.

          (g) Agreements.  At the time any Award is made under this Section 10,
     the Company and the Holder shall enter into a Performance Award Agreement
     setting forth each of the matters contemplated hereby and such matters
     described in Section 9(b) as the Committee may determine to be appropriate.
     The terms and provisions of the respective agreements need not be
     identical.

     11.  PHANTOM STOCK AWARDS.

          (a) Phantom Stock Awards.  Phantom Stock Awards are rights to receive
     an amount equal to the Fair Market Value of Stock over a specified period
     of time, which vest over a period of time or upon the occurrence of an
     event (including without limitation a Change of Control) as established by
     the Committee, without payment of any amounts by the Holder thereof (except
     to the extent otherwise required by law).  Each Phantom Stock Award shall
     have a maximum value established by the Committee at the time of such
     Award.

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          (b) Award Period.  The Committee shall establish, with respect to and
     at the time of each Phantom Stock Award, a period over which or the event
     upon which the Award shall vest with respect to the Holder.

          (c) Awards Criteria.  In determining the value of Phantom Stock
     Awards, the Committee shall take into account a Participant's
     responsibility level, performance, potential, other Awards and such other
     considerations as it deems appropriate.

          (d) Payment.  Following the end of the vesting period for a Phantom
     Stock Award, the Holder of a Phantom Stock Award shall be entitled to
     receive payment of an amount, not exceeding the maximum value of the
     Phantom Stock Award, based on the then vested value of the Award.  Payment
     of a Phantom Stock Award may be made in cash, Stock or a combination
     thereof as determined by the Committee.  Payment shall be made in a lump
     sum or in installments as prescribed by the Committee in its sole
     discretion.  Any payment to be made in Stock shall be based on the Fair
     Market Value of the Stock on the payment date.  Cash dividend equivalents
     may be paid during or after the vesting period with respect to a Phantom
     Stock Award, as determined by the Committee.  If a payment of cash is to be
     made on a deferred basis, the Committee shall establish whether interest
     shall be credited, the rate thereof and any other terms and conditions
     applicable thereto.

          (e) Termination of Employment or Service.  A Phantom Stock Award shall
     terminate if the Holder does not remain continuously in the employ or in
     the service of the Company at all times during the applicable vesting
     period, except as may be otherwise determined by the Committee or as set
     forth in the Award at the time of grant.

          (f) Agreements.  At the time any Award is made under this Section 11,
     the Company and the Holder shall enter into a Phantom Stock Award Agreement
     setting forth each of the matters contemplated hereby and such matters
     described in Section 9(b) as the Committee may determine to be appropriate.
     The terms and provisions of the respective agreements need not be
     identical.

     12.  RECAPITALIZATION AND REORGANIZATION.

          (a) The shares with respect to which Awards may be granted are shares
     of Stock as presently constituted, but if, and whenever, prior to the
     expiration of an Award theretofore granted, the Company shall effect a
     subdivision or consolidation by the Company of the shares of Stock, then
     the number of shares of Stock with respect to which such Award may
     thereafter be exercised or satisfied, as applicable, (i) in the event of an
     increase in the number of outstanding shares shall be proportionately
     increased, and the purchase price per share shall be proportionately
 

                                      -12-
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1997 Stock Awards Plan - Group
Maintenance America Corp.
<PAGE>
 
     reduced, and (ii) in the event of a reduction in the number of outstanding
     shares shall be proportionately reduced, and the purchase price per share
     shall be proportionately increased.

          (b) If the Company recapitalizes or otherwise changes its capital
     structure, thereafter upon  any exercise or satisfaction, as applicable, of
     an Award theretofore granted the Holder shall be entitled to (or entitled
     to purchase, if applicable) under such Award, in lieu of the number of
     shares of Stock then covered by such Award, the number and class of shares
     of stock and securities to which the Holder would have been entitled
     pursuant to the terms of the recapitalization if, immediately prior  to
     such recapitalization, the Holder had been the holder of record of the
     number of shares of Stock then covered by such Award.

          (c) In the event of a Change of Control, all outstanding Awards shall
     immediately vest and become exercisable or satisfiable, as applicable.  The
     Committee, in its discretion, may determine that upon the occurrence of a
     Change of Control, each Award other than an Option outstanding hereunder
     shall terminate within a specified number of days after notice to the
     Holder, and such Holder shall receive, with respect to each share of Stock
     subject to such Award, cash in an amount equal to the excess, if any, of
     the Change of Control Value.  Further, in the event of a Change of Control,
     the Committee, in its discretion shall act to effect one or more of the
     following alternatives with respect to outstanding Options, which may vary
     among individual Holders and which may vary among Options held by any
     individual Holder:  (i) determine a limited period of time on or before a
     specified date (before or after such Change of Control) after which
     specified date all unexercised Options and all rights of Holders thereunder
     shall terminate, (2) require the mandatory surrender to the Company by
     selected Holders of some or all of the outstanding Options held by such
     Holders (irrespective of whether such Options are then exercisable under
     the provisions of the Plan) as of a date, before or after such Change of
     Control, specified by the Committee, in which event the Committee shall
     thereupon cancel such Options and the Company shall pay to each Holder an
     amount of cash per share equal to the excess, if any, of the Change of
     Control Value of the shares subject to such Option over the exercise
     price(s) under such Options for such shares, (3) make such adjustments to
     Options then outstanding as the Committee deems appropriate to reflect such
     Change of Control (provided, however, that the Committee may determine in
     its sole discretion that no adjustment is necessary to Options then
     outstanding) or (4) provide that thereafter upon any exercise of an Option
     theretofore granted the Holder shall be entitled to purchase under such
     Option, in lieu of the number of shares of Stock then covered by such
     Option the number and class of shares of stock or other securities or
     property (including, without limitation, cash) to which the Holder would
     have been entitled pursuant to the terms of the agreement of merger,
     consolidation or sale of assets and dissolution if, immediately prior to
     such merger, consolidation or sale of assets and dissolution 

                                      -13-
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Maintenance America Corp.
<PAGE>
 
     the Holder has been the holder of record of the number of shares of Stock
     then covered by such Option. The provisions contained in this paragraph
     shall be inapplicable to an Award granted within six months before the
     occurrence of a Change of Control if the Holder of such Award is subject to
     the reporting requirements of Section 16(a) of the 1934 Act. The provisions
     contained in this paragraph shall not terminate any rights of the Holder to
     further payments pursuant to any other agreement with the Company following
     a Change of Control.

          (d) In the event of changes in the outstanding Stock by reason of
     recapitalization, reorganizations, mergers, consolidations, combinations,
     exchanges or other relevant changes in capitalization occurring after the
     date of the grant of any Award and not otherwise provided for by this
     Section 12, any outstanding Awards and any agreements evidencing such
     Awards shall be subject to adjustment by the Committee at its discretion as
     to the number and price of shares of Stock or other consideration subject
     to such Awards.  In the event of any such change in the outstanding Stock,
     the aggregate number of shares available under the Plan may be
     appropriately adjusted by the Committee, whose determination shall be
     conclusive.

          (e) The existence of the Plan and the Awards granted hereunder shall
     not affect in any way the right or power of the Board or the stockholders
     of the Company to make or authorize any adjustment, recapitalization,
     reorganization or other change in the Company's capital structure or its
     business, any merger or consolidation of the Company, any issue of debt or
     equity securities ahead of or affecting Stock or the rights thereof, the
     dissolution or liquidation of the Company or any sale, lease, exchange or
     other disposition of all or any part of its assets or business or any other
     corporate act or proceeding.

          (f) Any adjustment provided for in Subparagraphs (a), (b), (c) or (d)
     above shall be subject to any required stockholder action.

          (g) Except as hereinbefore expressly provided, the issuance by the
     Company of shares of stock of any class or securities convertible into
     shares of stock of any class, for cash, property, labor or services, upon
     direct sale, upon the exercise of rights or warrants to subscribe therefor,
     or upon conversion of shares of obligations of the Company convertible into
     such shares or other securities, and in any case whether or not for fair
     value, shall not affect, and no adjustment by reason thereof shall be made
     with respect to, the number of shares of Stock subject to Awards
     theretofore granted or the purchase price per share, if applicable.

     13.  AMENDMENT AND TERMINATION.  The Board in its discretion may terminate
the Plan at any time with respect to any shares for which Awards have not
theretofore been granted.  The Board shall have the right to alter or amend the
Plan or any part thereof from time to time; provided that no change in any Award
theretofore granted may be made which would impair the rights of the 

                                      -14-
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Maintenance America Corp.
<PAGE>
 
Holder without the consent of the Holder (unless such change is required in
order to cause the benefits under the Plan to qualify as performance-based
compensation within the meaning of Section 162(m) of the Code and applicable
interpretive authority thereunder), and provided, further, that the Board may
not, without approval of the stockholders, amend the Plan:

          (a) to increase the maximum number of shares which may be issued on
     exercise or surrender of an Award, except as provided in Section 12;

          (b) to change the Option price;

          (c) to change the Participants eligible to receive Awards or
     materially increase the benefits accruing to Participants under the Plan;

          (d) to extend the maximum period during which Awards may be granted
     under the Plan;

          (e) to modify materially the requirements as to eligibility for
     participation in the Plan; or

          (f) to decrease any authority granted to the Committee hereunder in
     contravention of Rule 16b-3.

     14.  MISCELLANEOUS.

          (a) No Right to An Award.  Neither the adoption of the Plan by the
     Company nor any action of the Board or the Committee shall be deemed to
     give a Participant any right to be granted an Award to purchase Stock, a
     right to a Stock Appreciation Right, a Restricted Stock Award, a
     Performance Award or a Phantom Stock Award or any of the rights hereunder
     except as may be evidenced by an Award or by an Option Agreement, Stock
     Appreciation Rights Agreement, Restricted Stock Agreement, Performance
     Award Agreement or Phantom Stock Award Agreement on behalf of the Company,
     and then only to the extent and on the terms and conditions expressly set
     forth therein.  The Plan shall be unfunded.  The Company shall not be
     required to establish any special or separate fund or to make any other
     segregation of funds or assets to assure the payment of any Award.

          (b) No Employment Rights Conferred.  Nothing contained in the Plan
     shall (i) confer upon any Participant any right to continue as an employee
     or consultant with the Company or any subsidiary or (ii) interfere in any
     way with the right of the Company or any subsidiary to terminate his or her
     employment or consulting arrangement at any time.

                                      -15-
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Maintenance America Corp.
<PAGE>
 
          (c) Other Laws; Withholding.  The Company shall not be obligated to
     issue any Stock pursuant to any Award granted under the Plan at any time
     when the shares covered by such Award have not been registered under the
     Securities Act of 1933 and such other state and federal laws, rules or
     regulations as the Company or the Committee deems applicable and, in the
     opinion of legal counsel for the Company, there is no exemption from the
     registration requirements of such laws, rules or regulations available for
     the issuance and sale of such shares.  No fractional shares of Stock shall
     be delivered, nor shall any cash in lieu of fractional shares be paid.  The
     Company shall have the right to deduct in connection with all Awards any
     taxes required by law to be withheld and to require any payments required
     to enable it to satisfy its withholding obligations.

          (d) No Restriction on Corporate Action.  Nothing contained in the Plan
     shall be construed to prevent the Company or any subsidiary from taking any
     corporate action which is deemed by the Company or such subsidiary to be
     appropriate or in its best interest, whether or not such action would have
     an adverse effect on the Plan or any Award made under the Plan.  No
     Participant, beneficiary or other person shall have any claim against the
     Company or any subsidiary as a result of any such action.

          (e) Restrictions on Transfer.  An Award shall not be transferable
     otherwise than by will or the laws of descent and distribution or pursuant
     to a "qualified domestic relations order" as defined by the Code or Title I
     of the Employee Retirement Income Security Act of 1974, as amended, or the
     rules thereunder, and shall be exercisable during the Holder's lifetime
     only by such Holder or the Holder's guardian or legal representative.

          (f) Rule 16b-3.  It is intended that the Plan and any grant of an
     Award made to a person subject to Section 16 of the 1934 Act meet all of
     the requirements of Rule 16b-3.  If any provision of the Plan or any such
     Award would disqualify the Plan or such Award under, or would otherwise not
     comply with, Rule 16b-3, such provision or Award shall be construed or
     deemed amended to conform to Rule 16b-3.

          (g) Section 162(m).  If the plan is subject to Section 162(m) of the
     Code, it is intended that the Plan comply fully with and meet all the
     requirements of Section 162(m) of the Code so that Options and Stock
     Appreciation Rights granted hereunder and, if determined by the Committee,
     Restricted Stock Awards, shall constitute "performance-based" compensation
     within the meaning of such section.  If any provision of the Plan would
     disqualify the Plan or would not otherwise permit the Plan to comply with
     Section 162(m) as so intended, such provision shall be construed or deemed
     amended to conform to the requirements or provisions of Section 162(m);
     provided that no such construction or amendment shall have an 

                                      -16-

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1997 Stock Awards Plan - Group
Maintenance America Corp.
<PAGE>
 
     adverse effect on the economic value to a Holder of any Award previously
     granted hereunder.

          (h) Governing Law.  This Plan shall be construed in accordance with
     the laws of the State of Texas.

                                      -17-
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1997 Stock Awards Plan - Group
Maintenance America Corp.