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                                                                     EXHIBIT 3.2


                        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 January 12, 2000, 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 275,000 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
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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 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

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applicable Preferred Dividend Payment Date and shall not precede the date upon
which the resolution fixing such Preferred Record Date is adopted.

     (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

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amount to which they shall be entitled, the holders of Convertible Preferred
Stock shall share in 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

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with respect to any shares of Convertible Preferred Stock shall be deemed to
have been 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,

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     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 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

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                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 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

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                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)

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                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.

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          (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.

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     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:

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               (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 foreoging 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>

Corporaion 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 15th day of February, 2000.


                              GROUP MAINTENANCE AMERICA CORP.



                              By: /s/  RANDOLPH W. BRYANT
                                  ------------------------

                              Name:  Randolph W. Bryant

                              Title: Senior Vice President