EXHIBIT 10.3

                                                                  EXECUTION COPY


                         AGREEMENT AND PLAN OF MERGER

                          dated as of August 4, 1998

                                 by and among

                             LANDCARE USA, INC.,


                      GROUND CONTROL LANDSCAPING, INC.,


                      GATOR & GATOR LANDSCAPING COMPANY


                                     and

                        the Stockholders named herein
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                               TABLE OF CONTENTS



                                                                          Page

1.    THE MERGER.............................................................1
      1.1   The Merger.......................................................1
      1.2   Effective Time...................................................1
      1.3   Articles of Incorporation, By-laws, Directors and Officers 
             of Surviving Corporation........................................2
      1.4   Effect of Merger.................................................2
      1.5   Manner of Conversion.............................................3
      1.6   Delivery of Certificates.........................................3
      1.7   Closing..........................................................3
      1.8   Stockholders' Rights.............................................3

2.    REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.....................4
      2.1   Due Organization.................................................4
      2.2   Authorization....................................................4
      2.3   Capital Stock of the Company.....................................4
      2.4   Subsidiaries.....................................................5
      2.5   Financial Statements.............................................5
      2.6   Liabilities and Obligations......................................5
      2.7   Accounts and Notes Receivable....................................6
      2.8   Permits and Intangibles..........................................6
      2.9   Environmental Matters............................................7
      2.10  Personal Property................................................7
      2.11  Significant Customers; Material Contracts and Commitments........8
      2.12  Real Property....................................................8
      2.13  Insurance........................................................9
      2.14  Compensation; Employment Agreements; Organized Labor Matters.....9
      2.15  Employee Benefit Plans..........................................10
      2.16  Conformity with Law; Litigation.................................11
      2.17  Taxes...........................................................11
      2.18  No Violations; All Required Consents Obtained...................13
      2.19  Absence of Changes..............................................13
      2.20  Powers of Attorney..............................................15
      2.21  Competing Lines of Business; Related-party Transactions.........15

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      2.22  Disclosure......................................................15
      2.23  Certain Business Practices......................................15
      2.24  Notice to Bargaining Agents.....................................16
      2.25  Notices and Consents............................................16
      2.26  Inventory; Working Capital; Other Financial Matters.............16
      2.27  Year 2000 Compliance............................................16

3.    REPRESENTATIONS OF LANDCARE...........................................16
      3.1   Due Organization................................................16
      3.2   Authorization...................................................16
      3.3   No Violations...................................................17
      3.4   Validity of Obligations.........................................17
      3.5   Prospectus and the Absence of Certain Changes...................17
      3.6   Issuance of LandCARE Stock......................................17
      3.7   Listing.........................................................18
      3.8   Compliance with Law and Applicable Government Relations.........18
      3.9   Improper and Other Payments.....................................18
      3.10  Disclosure......................................................18

4.    DELIVERIES............................................................18
      4.1   Instruments of Transfer.........................................18
      4.2   Certificate of Merger...........................................19
      4.3   Employment Agreement............................................19
      4.4   Opinion of Counsel..............................................19
      4.5   Good Standing Certificates......................................19
      4.6   Indebtedness to Company.........................................19
      4.7   Consents........................................................19
      4.8   Resignations of Directors and Officers..........................19
      4.9   Accounting Treatment............................................19

5.    POST-CLOSING COVENANTS................................................19
      5.1   Future Cooperation; Further Assurances..........................19
      5.2   Expenses........................................................20
      5.3   Certain Agreements..............................................20
      5.4   Preparation and Filing of Tax Returns...........................20

6.    INDEMNIFICATION.......................................................21
      6.1   Survival of Stockholders' Representations and Warranties.  .....21
      6.2   General Indemnification by the Stockholders.....................21

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      6.3   Indemnification by LandCARE.....................................21
      6.4   Third Person Claims.............................................22
      6.5   Method of Payment...............................................22

7.    NONCOMPETITION........................................................22
      7.1   Prohibited Activities...........................................22
      7.2   Equitable Relief................................................23
      7.3   Reasonable Restraint............................................23
      7.4   Severability; Reformation.......................................24
      7.5   Independent Covenant............................................24

8.    NONDISCLOSURE OF CONFIDENTIAL INFORMATION.............................24
      8.1   General.........................................................24
      8.2   Equitable Relief................................................25
      8.3   Survival........................................................25

9     INTENDED TAX TREATMENT................................................25
      9.1   Tax-Free Reorganization.........................................25
      9.2   Restrictions on Resale..........................................25

10    SECURITIES LAW MATTERS................................................26
      10.1  Economic Risk; Sophistication...................................26
      10.2  Compliance with Law.............................................26

11.   GENERAL...............................................................26
      11.1  Successors and Assigns..........................................26
      11.2  Entire Agreement................................................26
      11.3  Counterparts....................................................27
      11.4  Brokers and Agents..............................................27
      11.5  Notices.........................................................27
      11.6  Governing Law...................................................28
      11.7  Survival of Representations and Warranties......................28
      11.8  Effect of Investigation.........................................28
      11.9  Exercise of Rights and Remedies.................................28
      11.10 Time............................................................28
      11.11 Reformation and Severability....................................28
      11.12 Remedies Cumulative.............................................28
      11.13 Captions........................................................28
      11.14 Press Releases and Public Announcements.........................29

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      11.15 No Third-Party Beneficiaries....................................29
      11.16 Reliance Upon Oral Representations..............................29



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                               SCHEDULES

SCHEDULE 2.1.       Due Organization
SCHEDULE 2.4.       Subsidiaries
SCHEDULE 2.5.       Financial Statements
SCHEDULE 2.6.       Liabilities and Obligations
SCHEDULE 2.7.       Accounts and Notes Receivable
SCHEDULE 2.8.       Permits and Intangibles
SCHEDULE 2.9.       Environmental Matters
SCHEDULE 2.10.      Personal Property
SCHEDULE 2.11.      Significant Customers; Material Contracts and Commitments
SCHEDULE 2.12.      Real Property
SCHEDULE 2.13.      Insurance
SCHEDULE 2.14.      Compensation; Employment Agreements; Organized Labor Matters
SCHEDULE 2.15.      Employee Benefit Plans
SCHEDULE 2.16.      Conformity with Law; Litigation
SCHEDULE 2.18.      No Violations; No Consents Required
SCHEDULE 2.19.      Absence of Changes
SCHEDULE 2.20.      Powers of Attorney
SCHEDULE 2.21.      Competing Lines of Business; Related Party Transactions
SCHEDULE 3.5.       Prospectus
SCHEDULE 4.3.       Persons Entering into Employment Agreements
SCHEDULE 4.5.       Leases


                                    ANNEXES


Annex I     -     Form of Employment Agreement

Annex II    -     Form of Opinion of Counsel to Company and
                  Stockholders


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                         AGREEMENT AND PLAN OF MERGER


      THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of August 4, 1998 by and among LandCARE USA, Inc., a Delaware
corporation ("LandCARE"), Ground Control Landscaping, Inc., a Florida
corporation and wholly owned subsidiary of LandCARE ("Ground Control"), Gator &
Gator Landscaping Company, a Florida corporation (the "Company"), and the
persons listed on the signature pages of this Agreement as the stockholders of
the Company (the "Stockholders"). The Stockholders are the only holders of
capital stock of the Company.

      WHEREAS, the respective Boards of Directors of Ground Control and the
Company (collectively called the "Constituent Corporations") deem it advisable
and in the best interests of the Constituent Corporations and their respective
stockholders that the Company merge with and into Ground Control pursuant to
this Agreement and the applicable provisions of the laws of the State of Florida
(the "State of Incorporation"); and

      WHEREAS, the Boards of Directors of the Constituent Corporations have
approved and adopted this Agreement as a plan of reorganization under Section
368 of the Internal Revenue Code of 1986, as amended (the "Code"); and

      WHEREAS, on the date hereof the parties are consummating the transactions
described herein;


      NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto, intending to be legally bound,
agree as follows:


1.    THE MERGER

      1.1 THE MERGER. On the terms and subject to the conditions of this
Agreement, at the Effective Time (as defined below), the Company shall be merged
with and into Ground Control (the "Merger") and the separate existence of the
Company shall cease, all in accordance with the provisions of the law of the
State of Incorporation. Ground Control shall be the surviving corporation in the
Merger and is sometimes hereinafter called the "Surviving Corporation."

      1.2 EFFECTIVE TIME. The Merger shall become effective at such time (the
"Effective Time") as a certificate of merger, in a form appropriate for filing,
is filed with the Secretary of State (or other appropriate authority) of the
State of Incorporation (the "Merger Filing"). The Merger

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Filing shall be made simultaneously with or as soon as practicable after the
execution and delivery of this Agreement.

      1.3 ARTICLES OF INCORPORATION, BY-LAWS, DIRECTORS AND OFFICERS OF
SURVIVING CORPORATION. At the Effective Time, the Articles of Incorporation of
Ground Control then in effect shall be the Articles of Incorporation of the
Surviving Corporation, and the By-laws of Ground Control then in effect shall be
By-laws of the Surviving Corporation. At the Effective Time, the officers of the
Surviving Corporation shall consist of (a) the officers of Ground Control
immediately prior to the Effective Time and (b) Scott L. Annan and Charles
Richardson. At the Effective Time, William L. Fiedler and William F. Murdy shall
become the directors of the Surviving Corporation.

      1.4 EFFECT OF MERGER. At the Effective Time, the effect of the Merger
shall be as provided in the law of the State of Incorporation. Except as herein
specifically set forth, the identity, existence, purposes, powers, objects,
franchises, privileges, rights and immunities of Ground Control shall continue
unaffected and unimpaired by the Merger and the corporate franchises, existence
and rights of the Company shall be merged with and into Ground Control, and
Ground Control, as the Surviving Corporation, shall be fully vested therewith.
At the Effective Time, the separate existence of the Company shall cease and, in
accordance with the terms of this Agreement, the Surviving Corporation shall
possess all the rights, privileges, immunities and franchises, of a public, as
well as of a private, nature, and all property, real, personal and mixed, and
all debts due on whatever account, including subscriptions to shares, and all
taxes, including those due and owing and those accrued, and all other choses in
action, and all and every other interest of or belonging to or due to the
Company and Ground Control shall be taken and deemed to be transferred to, and
vested in, the Surviving Corporation without further act or deed; and all
property, rights and privileges, powers and franchises and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of the Company and Ground Control; and the title to any
real estate, or interest therein, whether by deed or otherwise, under the laws
of the State of Incorporation vested in the Company and Ground Control, shall
not revert or be in any way impaired by reason of the Merger. Except as
otherwise provided herein, the Surviving Corporation shall thenceforth be
responsible and liable for all the liabilities and obligations of the Company
and Ground Control and any claim existing, or action or proceeding pending, by
or against the Company or Ground Control may be prosecuted as if the Merger had
not taken place, or the Surviving Corporation may be substituted in their place.
Neither the rights of creditors nor any liens upon the property of the Company
or Ground Control shall be impaired by the Merger, and all debts, liabilities
and duties of the Company and Ground Control shall attach to the Surviving
Corporation, and may be enforced against the Surviving Corporation to the same
extent as if said debts, liabilities and duties had been incurred or contracted
by such Surviving Corporation.


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      1.5 MANNER OF CONVERSION. The manner of converting the outstanding shares
of capital stock of the Company ("Company Stock") and the outstanding shares of
capital stock of Ground Control ("Ground Control Stock") shall be as follows:

      As of the Effective Time:

                  1. Each share of Company Stock issued and outstanding
immediately prior to the Effective Time, by virtue of the Merger and without any
action on the part of the holder thereof, automatically shall be converted into
the right to immediately receive the corresponding pro rata interest in the
aggregate consideration payable to all holders of Company Stock, which
consideration shall consist of an aggregate of 222,222 shares of validly issued,
voting common stock, par value $.01 per share, of LandCARE ("LandCARE Stock")
(such number of shares being equal to $2,000,000 divided by $9.00);

                  2. All shares of Company Stock, if any, that are held by the
Company as treasury stock shall be canceled and retired, and no shares of
LandCARE Stock or other consideration shall be delivered or paid in exchange
therefor; and

                  3. As of the Effective Time, each outstanding share of Ground
Control Stock shall remain outstanding and unchanged.

      1.6 DELIVERY OF CERTIFICATES. At the Closing, (i) the Stockholders shall
deliver to LandCARE the certificates representing the Company Stock, duly
endorsed in blank by the Stockholders, or accompanied by blank stock powers, and
with all necessary transfer tax and other revenue stamps, acquired at the
Stockholders' expense, affixed and canceled, and (ii) LandCARE shall cause its
stock transfer agent to deliver to the Stockholders certificates representing
the LandCARE Stock as described above free of any restrictions or encumbrances
except as provided in Section 9.2 below. The Stockholders and LandCARE agree
promptly to cure any deficiencies with respect to the endorsement of the stock
certificates or other documents of conveyance with respect to such Company Stock
and/or LandCARE Stock, as applicable, or with respect to the stock powers
accompanying any Company Stock.

      1.7 CLOSING. The transactions contemplated by this Agreement are being
consummated on the date hereof, and the date hereof is sometimes herein called
the "Closing Date."

      1.8 STOCKHOLDERS' RIGHTS. The Stockholders who, except for the
applicability of Section 607.1104 of the Florida Statutes, would be entitled to
vote and who dissent from the Merger of the Company with and into Ground Control
may, pursuant to Section 607.1320 of the Florida Statute, be entitled, if they
comply with the provisions of the General Corporation Act of Florida regarding

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the rights of dissenting stockholders, to be paid the fair value of their
shares. However, the holders of one hundred percent (100%) of the Company Stock
(defined below) have voted in favor of the Merger, and there are and can be no
dissenters.

2.    REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

      The Stockholders jointly and severally hereby represent and warrant to
LandCARE as follows.

      2.1 DUE ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Incorporation, and
has all requisite power and authority to carry on its business as it is now
being conducted. The Company is duly qualified to do business and is in good
standing in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification necessary,
except where the failure to be so authorized or qualified would not have a
material adverse effect on the business, assets, operations or condition
(financial or otherwise) of the Company (as used herein with respect to the
Company, or with respect to any other person, a "Material Adverse Effect").
SCHEDULE 2.1 sets forth a list of all jurisdictions in which the Company is
authorized or qualified to do business. True, complete and correct copies of the
Articles of Incorporation and By-laws, each as amended, of the Company (the
"Charter Documents") are all attached to SCHEDULE 2.1. The stock records of the
Company, a copy of which is attached to SCHEDULE 2.1, are correct and complete
in all material respects. All records of all proceedings of the Board of
Directors and stockholders of the Company have been made available to LandCARE.

      2.2 AUTHORIZATION. (i) The representative of the Company executing this
Agreement has the authority to enter into and bind the Company to the terms of
this Agreement and (ii) the Company has the full legal right, power and
authority to enter into this Agreement and the transactions contemplated hereby,
all of which have been approved by the Stockholders and the Board of Directors
of the Company. This Agreement has been validly executed and delivered by the
Company and the Stockholders and constitutes the legal, valid and binding
obligation of each of them, enforceable in accordance with its terms.

      2.3 CAPITAL STOCK OF THE COMPANY. The authorized capital stock of the
Company consists solely of 7,500 shares of common stock, par value $ 1.00 per
share, of which 1000 shares are issued and outstanding and constitute all of the
issued and outstanding shares of Company Stock (the "Shares"). All of the Shares
are owned of record and beneficially by the Stockholders and are owned free and
clear of all liens, security interests, pledges, charges, voting trusts,
restrictions, encumbrances and claims of every kind. All of the Shares have been
duly authorized and validly issued, are fully paid and nonassessable, and were
offered, issued, sold and delivered by the Company in compliance with all
applicable state and federal laws governing the issuance of

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securities. None of the Shares were issued in violation of any preemptive rights
or similar rights of any person. No option, warrant, call, conversion right or
commitment of any kind exists which obligates the Company to issue any
additional shares of its capital stock or obligates the Stockholders to transfer
any of the Shares to any person except pursuant to this Agreement.

      2.4 SUBSIDIARIES. Except as set forth on SCHEDULE 2.4, the Company has no
subsidiaries or fictitious names and has not conducted business under any other
name except its legal name as set forth in its Charter Documents. Except as set
forth in SCHEDULE 2.4, the Company does not own, of record or beneficially, or
control, directly or indirectly, any capital stock, securities convertible into
capital stock or any other equity interest in any corporation, association or
other business entity, and the Company is not, directly or indirectly, a
participant in any joint venture, partnership or other non-corporate entity.

      2.5 FINANCIAL STATEMENTS. Complete and correct copies of the following
financial statements are attached as SCHEDULE 2.5:

            (i) The balance sheets of the Company as of February 28, 1998 (the
      "Balance Sheet Date") and any related statements of operations,
      stockholder's equity and cash flows for the three-year period then ended,
      together with any related notes and schedules (the "Year-end Financial
      Statements"); and

            (ii) The balance sheet (the "Interim Balance Sheet") of the Company
      as of June 30, 1998 and the related statements of operations for the
      four-month period then ended (the "Interim Financial Statements"). (The
      Year-end Financial Statements and the Interim Financial Statements are
      herein collectively called the "Financial Statements".)

      The Year-end Financial Statements have been prepared from the books and
records of the Company in conformity with generally accepted accounting
principles applied on a basis consistent with preceding years and throughout the
periods involved ("GAAP") and present fairly the financial position and results
of operations of the Company as of the dates of such statements and for the
periods covered thereby. The Interim Financial Statements present fairly the
financial position and results of operations of the Company as of the dates of
such statements and for the periods covered thereby. The books of account of the
Company have been kept accurately in the ordinary course of business, the
transactions entered therein represent bona fide transactions, and the revenues,
expenses, assets and liabilities of the Company have been properly recorded
therein in all material respects.

      2.6 LIABILITIES AND OBLIGATIONS. Except as and to the extent disclosed and
adequately provided for in the Financial Statements or on SCHEDULE 2.6 hereto,
the Company has no liabilities

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or obligations of any kind, whether accrued, absolute, secured or unsecured,
contingent or otherwise. Except and to the extent disclosed on SCHEDULE 2.6,
there are no claims, liabilities or obligations, nor any reasonable basis for
assertion against the Company, of any claim, liability or obligation, of any
nature whatsoever. Except as expressly set forth on SCHEDULE 2.6, all of the
contingent liabilities of the Company listed on SCHEDULE 2.6 are covered by the
Company's insurance policies, and no such liability will exceed the policy
limits of such insurance policies. SCHEDULE 2.6 contains a reasonable estimate
of the maximum amount which may be payable with respect to known liabilities
which are not fixed. For each such known liability for which the amount is not
fixed, SCHEDULE 2.6 includes a summary description of each known liability,
together with copies of all relevant documentation relating thereto. The
Company's total interest bearing debt as of the Closing Date, calculated using
the twelve-month average balance for the Company's line of credit, does not
exceed $255,000. As of the Closing Date the Company's tangible net worth is at
least $90,000.

      2.7 ACCOUNTS AND NOTES RECEIVABLE. SCHEDULE 2.7 sets forth an accurate
list of the accounts and notes receivable of the Company, as of the most recent
date practicable (which date is set forth thereon), showing amounts due in
30-day aging categories. Except to the extent reflected on SCHEDULE 2.7, all
such accounts, notes and other receivables were incurred in the ordinary course
of business and are collectible in the amounts shown on SCHEDULE 2.7, in
accordance with the Company's prior history, provided that Stockholders
represent and warrant that the reserves reflected in the balance sheet as of the
Balance Sheet Date are reasonable.

      2.8 PERMITS AND INTANGIBLES. The Company holds all licenses, franchises,
permits and other governmental authorizations required or necessary in
connection with the conduct of the Company's business. SCHEDULE 2.8 sets forth
an accurate list and summary description of all such licenses, franchises,
permits and other governmental authorizations, including permits, titles
(including licenses, franchises, certificates, trademarks, trade names, patents,
patent applications and copyrights owned or held by the Company or any of its
employees (including interests in software or other technology systems, programs
and intellectual property) (collectively, the "Intangible Assets") (it being
understood and agreed that a list of all environmental permits and other
environmental approvals is set forth on SCHEDULE 2.9). The Intangible Assets and
other governmental authorizations listed on SCHEDULES 2.8 and 2.9 are valid, and
the Company has not received any notice that any person intends to cancel,
terminate or not renew any such Intangible Assets or other governmental
authorization. The Company has conducted and is conducting its business in
compliance with the requirements, standards, criteria and conditions set forth
in the Intangible Assets and other governmental authorizations listed on
SCHEDULES 2.8 and 2.9 and is not in violation of any of the foregoing. Except as
specifically set forth on SCHEDULE 2.8 or 2.9, the transactions contemplated by
this Agreement will not result in a default under or a breach or violation of,
or adversely affect the rights and benefits afforded to the Company by, any such
Intangible Assets or other governmental authorizations.

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      2.9 ENVIRONMENTAL MATTERS. The Company has complied with and is in
compliance with all federal, state, local and foreign statutes (civil and
criminal), laws, ordinances, regulations, rules, notices, permits, judgments,
orders and decrees applicable to any of them or any of their respective
properties, assets, operations and businesses relating to environmental
protection (collectively "Environmental Laws"), including, without limitation,
Environmental Laws relating to air, water, land and the generation, storage,
use, handling, transportation, treatment or disposal of Hazardous Wastes,
Hazardous Materials and Hazardous Substances (including petroleum and petroleum
products) (as such terms are defined in any applicable Environmental Law) except
to the extent that noncompliance with any Environmental Laws, either singly or
in the aggregate, has not had and will not have a Material Adverse Effect on the
Company or any of its operations. The Company has obtained and adhered to all
necessary permits and other approvals necessary to treat, transport, store,
dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and
Hazardous Substances, a list of all of which permits and approvals is set forth
on SCHEDULE 2.9, and have reported to the appropriate authorities, to the extent
required by all Environmental Laws, all past and present sites owned and
operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous
Substances have been treated, stored, disposed of or otherwise handled. There
have been no releases or threats of releases (as defined in Environmental Laws)
at, from, in, under or on any property owned or operated by the Company except
as permitted by Environmental Laws. There is no on-site or off-site location to
which the Company has transported or disposed of Hazardous Wastes, Hazardous
Materials or Hazardous Substances or arranged for the transportation of
Hazardous Wastes, Hazardous Materials or Hazardous Substances which is the
subject of any federal, state, local or foreign enforcement action or any other
investigation which could lead to any claim against the Company or LandCARE for
any clean-up cost, remedial work, damage to natural resources, property damage
or personal injury, including, but not limited to, any claim under (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, (ii) the Resource Conservation and Recovery Act, as amended, (iii) the
Hazardous Materials Transportation Act, as amended, or (iv) comparable state or
local statutes and regulations. The Company has no contingent liability in
connection with any release of any Hazardous Waste, Hazardous Material or
Hazardous Substance into the environment.

      2.10 PERSONAL PROPERTY. SCHEDULE 2.10 sets forth an accurate list of (a)
all personal property included in "plant, property and equipment" or any similar
category on the Interim Balance Sheet of the Company with a fair market value of
$100 or more, (b) all other personal property owned by the Company with a fair
market value in excess of $5,000, and (c) all leases and agreements with respect
to personal property, copies of which have been delivered to LandCARE. SCHEDULE
2.10 indicates which of such assets are currently owned, or were formerly owned,
by the Stockholders or any affiliate of the Company or the Stockholders. Except
as set forth on SCHEDULE 2.10, (i) all material personal property used by the
Company in its business is either owned by the

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Company or leased by the Company pursuant to a lease included on SCHEDULE 2.10,
(ii) all of the personal property listed on SCHEDULE 2.10 is in good working
order and condition, ordinary wear and tear excepted and (iii) all leases and
agreements included on SCHEDULE 2.10 are in full force and effect and constitute
valid and binding agreements of the parties (and their successors) thereto in
accordance with their respective terms. Except as set forth on SCHEDULE 2.10,
the Company has good and valid title to the tangible and intangible personal
property it purports to own, subject to no security interest, pledge, lien,
claim, conditional sales agreement, encumbrance, charge or restriction on
transfer.

      2.11 SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. SCHEDULE
2.11 sets forth a list of (i) all customers representing 1% or more of the
Company's revenues in its last full fiscal year, provided that Schedule 2.11
shall include no more than those 25 customers most contributing to such revenues
on an individual basis ("Significant Customers"), and (ii) all material
contracts, commitments and similar agreements to which the Company is a party or
by which it or any of its properties are bound (including, but not limited to,
contracts with Significant Customers, joint venture or partnership agreements,
contracts with any labor organizations, strategic alliances and options to
purchase land). True, complete and correct copies of such agreements have been
delivered to LandCARE. Except as described on SCHEDULE 2.11, (i) none of the
Significant Customers have canceled or substantially reduced or, to the
knowledge of the Company, are currently attempting or threatening to cancel a
contract or substantially reduce utilization of the services provided by the
Company, and (ii) the Company has complied with all commitments and obligations
pertaining to it, and is not in default under any contracts or agreements listed
on SCHEDULE 2.11 and no notice of default under any such contract or agreement
has been received. Except as described in Schedule 2.11, the transactions
contemplated by this Agreement will not result in a default under or a breach or
violation of, or adversely affect the rights and benefits afforded to the
Company by, any such contracts or agreements. SCHEDULE 2.11 also includes a
summary description of all plans or projects relating to the Company's business
involving the opening of new operations, expansion of existing operations, the
acquisition of any property, business or assets requiring, in any event, the
payment of more than $50,000 in the aggregate.

      2.12 REAL PROPERTY. SCHEDULE 2.12 includes a list of all real property
owned or leased by the Company at the date hereof (the "Real Property"), and all
other real property, if any, used by the Company in the conduct of its business.
True, complete and correct copies of all leases and agreements with respect to
Real Property leased by the Company have been delivered to LandCARE, and an
indication as to which such properties, if any, are currently owned, or were
formerly owned, by the Stockholders or any affiliates of the Company or the
Stockholders is included in SCHEDULE 2.12. All leases relating to Real Property
leased by the Company from any of the Stockholders or any affiliate of any of
the Stockholders has been terminated. Except as set forth on SCHEDULE 2.12, all
of such leases included on SCHEDULE 2.12 are in full force and effect and
constitute valid and

                                    -8-
<PAGE>
binding agreements of the parties (and their successors) thereto in accordance
with their respective terms. To the best knowledge of the Stockholders, there
are no leases, tenancy agreements, easements, covenants, restrictions or any
other instruments, agreements or arrangements which create in or confer on any
party, other than the Company, the right to occupy or possess all or any portion
of the Real Property or create in or confer on any such party any right, title
or interest in or to the Real Property or any portion thereof or any interest
therein; no party other than the Company occupies or possesses the Real Property
or any portion thereof; there is legal and adequate ingress and egress between
each tract of Real Property and an adjacent (or, if none, the closest) public
roadway; the Real Property is properly zoned in order to allow its current use
in the Company's businesses; and there are no claims or demands pending or
threatened by any party against the Real Property which, if valid, would create
in, or confer on, any party other than the Company, any right, title or interest
in or to the Real Property or any portion thereof. None of the buildings,
structures or improvements described on SCHEDULE 2.12, or the operation or
maintenance thereof as now operated or maintained, contravenes any zoning
ordinance or other administrative regulation or violates any restrictive
covenant or any provision of law, the effect of which would materially interfere
with or prevent their continued use for the purposes for which they are now
being used or would adversely affect the value thereof or the interest of the
Company therein.

      2.13 INSURANCE. SCHEDULE 2.13 sets forth an accurate list as of the date
hereof of all insurance policies now carried by the Company and an accurate list
of all insurance loss runs and workers compensation claims received for the past
three policy years. True, complete and correct copies of all insurance policies
currently in effect have been delivered to LandCARE. Such insurance policies
evidence all of the insurance that the Company is required to carry pursuant to
all of its contracts and other agreements and pursuant to all applicable laws,
and provide adequate coverage against the risks involved in the Company's
business. Except as set forth on SCHEDULE 2.13, none of such policies is a
"claims made" policy.

      2.14 COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS.
SCHEDULE 2.14 sets forth an accurate list showing all officers, directors and
key employees of the Company, listing all employment agreements with such
officers, directors and key employees and the rate of compensation (and the
portions thereof attributable to salary, bonus and other compensation,
respectively) of each of such persons as of the Balance Sheet Date. Except as
set forth on SCHEDULE 2.14, since the Balance Sheet Date, there have been no
increases in the base compensation payable or any special bonuses to any
officer, director, key employee or other employee.

      Except as set forth on SCHEDULE 2.14, (i) the Company is not bound by or
subject to (and none of its respective assets or properties is bound by or
subject to) any arrangement with any labor union, (ii) no employees of the
Company are represented by any labor union or covered by any collective
bargaining agreement, (iii) to the knowledge of the Company, no campaign to
establish such

                                    -9-
<PAGE>
representation is in progress and (iv) there is no pending or, to the best of
the Company's knowledge, threatened, labor dispute involving the Company and any
group of its employees. The Company has not experienced any labor interruptions
over the past five years.

      2.15 EMPLOYEE BENEFIT PLANS. SCHEDULE 2.15 sets forth an accurate schedule
showing all employee benefit plans of Company, including all agreements or
arrangements (other than agreements or arrangements set forth on SCHEDULE 2.14)
containing "golden parachute" or other similar provisions, and deferred
compensation agreements, together with true, complete and correct copies of such
plans, agreements and any trusts related thereto, and classifications of
employees covered thereby as of the Balance Sheet Date. Except for the employee
benefit plans, if any, described on SCHEDULE 2.15, the Company does not sponsor,
maintain or contribute to any plan, program, fund or arrangement that
constitutes an "employee pension benefit plan," nor does the Company have any
obligation to contribute to or accrue or pay any benefits under any deferred
compensation or retirement funding arrangement on behalf of any employee or
employees (such as, for example, and without limitation, any individual
retirement account or annuity, any "excess benefit plan" (within the meaning of
Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), or any non-qualified deferred compensation arrangement). For the
purposes of this Agreement, the term "employee pension benefit plan" shall have
the same meaning as is given that term in Section 3(2) of ERISA. The Company has
not sponsored, maintained or contributed to any employee pension benefit plan
and is not required to contribute to any retirement plan pursuant to the
provisions of any collective bargaining agreement establishing the terms and
conditions of employment of any of the Company's employees other than the plans
set forth on SCHEDULE 2.15.

      The Company is not now, and will not as a result of its past activities
become, liable to the Pension Benefit Guaranty Corporation (the "PBGC") or to
any multi employer employee pension benefit plan under the provisions of Title
IV of ERISA. All employee benefit plans listed on SCHEDULE 2.15 and the
administration thereof are in substantial compliance with their terms and all
applicable provisions of ERISA and the regulations issued thereunder, as well as
with all other applicable federal, state and local statutes, ordinances and
regulations. All accrued contribution obligations of the Company with respect to
any plan listed on SCHEDULE 2.15 have either been fulfilled in their entirety or
are fully reflected on the balance sheet of the Company as of the Balance Sheet
Date. All plans listed on SCHEDULE 2.15 that are intended to qualify (the
"Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), are, and have been, so qualified and have been determined
by the Internal Revenue Service to be so qualified. Except as disclosed on
SCHEDULE 2.15, all reports and other documents required to be filed with any
governmental agency or distributed to plan participants or beneficiaries have
been timely filed or distributed, and the most recent copies thereof are
included as part of SCHEDULE 2.15. Neither the Stockholders, nor any plan listed
in SCHEDULE 2.15 nor the Company has engaged in any transaction

                                    -10-
<PAGE>
prohibited under the provisions of Section 4975 of the Code or Section 406 of
ERISA. No plan listed on SCHEDULE 2.15 has incurred an accumulated funding
deficiency, as defined in Section 412(a) of the Code and Section 302(1) of
ERISA; and the Company has not incurred any liability for excise tax or penalty
due to the Internal Revenue Service or any liability to the PBGC. There have
been no terminations, partial terminations or discontinuance of contributions to
any such Qualified Plan intended to qualify under Section 401(a) of the Code
without notice to and approval by the Internal Revenue Service; no plan listed
on SCHEDULE 2.15 subject to the provisions of Title IV of ERISA has been
terminated; there have been no "reportable events" (as that phrase is defined in
Section 4043 of ERISA) with respect to any such plan listed on SCHEDULE 2.15;
the Company has not incurred liability under Section 4062 of ERISA; and no
circumstances exist pursuant to which the Company could have any direct or
indirect liability whatsoever (including, but not limited to, any liability to
any multi employer plan or the PBGC under Title IV of ERISA or to the Internal
Revenue Service for any excise tax or penalty, or being subject to any statutory
lien to secure payment of any such liability) with respect to any plan now or
heretofore maintained or contributed to by any entity other than the Company
that is, or at any time was, a member of a "controlled group" (as defined in
Section 412(n)(6)(B) of the Code) that includes the Company.

      2.16 CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE
2.16, there are no claims, actions, suits or proceedings pending or, to the best
knowledge of the Stockholders, threatened, against or affecting the Company (as
any of its officers and directors in their capacities as such), at law or in
equity, or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality having
jurisdiction over the Company. Except as set forth on SCHEDULE 2.16, no notice
of any claim, action, suit or proceeding, whether pending or threatened, has
been received by the Company during the last five years and, to the best
knowledge of the Stockholders, there is no basis therefor. Except as set forth
on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions
or decrees against the Company. Except as set forth on SCHEDULE 2.16, the
Company has conducted and now conducts its business in material compliance with
all laws, regulations, writs, injunctions, decrees and orders applicable to the
Company or its assets. The Company is not in violation of any material law or
regulation or any order of any court or federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality
having jurisdiction over any of them. The Company has conducted and is
conducting its business in substantial compliance with the requirements,
standards, criteria and conditions set forth in applicable federal, state and
local statutes, ordinances, permits, licenses, orders, approvals, variances,
rules and regulations, including all such permits, licenses, orders and other
governmental approvals set forth on SCHEDULES 2.8 and 2.9.

      2.17 TAXES. For purposes of this Agreement, the term "Taxes" shall mean
all taxes, charges, fees, levies or other assessments, including, without
limitation, income, gross receipts,

                                    -11-
<PAGE>
excise, property, sales, withholding, social security, unemployment, occupation,
use, service, license, payroll, franchise, transfer and recording taxes, fees
and charges, imposed by the United States or any state, local or foreign
government or subdivision or agency thereof ("Taxing Authority"), whether
computed on a separate, consolidated, unitary, combined or any other basis; and
such term shall include any interest, fines, penalties or additional amounts
attributable to or imposed with respect to any such taxes, charges, fees, levies
or other assessments. As used herein, the term "Company Subsidiaries" means the
subsidiaries, if any, of the Company; it being understood that there may be no
such subsidiaries.

      All Tax returns ("Returns") required to be filed with respect to any Tax
for which any of the Company and the Company Subsidiaries (if any) is liable
have been duly and timely filed with the appropriate Taxing Authority, each Tax
shown to be payable on each such Return has been paid, each Tax payable by the
Company or a Company Subsidiary by assessment has been timely paid in the amount
assessed, and adequate reserves have been established on the consolidated books
of the Company and the Company Subsidiaries for all Taxes for which any of the
Company and the Company subsidiaries is liable, but the payment of which is not
yet due. Neither the Company nor any Company Subsidiary is, or ever has been,
liable for any Tax payable by reason of the income or property of a person or
entity other than the Company or a Company Subsidiary. Each of the Company and
the Company Subsidiaries has timely filed true, correct and complete
declarations of estimated Tax in each jurisdiction in which any such declaration
is required to be filed by it. No Liens for Taxes exist upon the assets of the
Company or any Company Subsidiary except Liens for Taxes which are not yet due.
Neither the Company nor any Company Subsidiary is, or ever has been, subject to
Tax in any jurisdiction outside the United States. No litigation with respect to
any Tax for which the Company or any Company Subsidiary is asserted to be liable
is pending or, to the knowledge of the Company or any Stockholder, threatened,
and no basis which the Company or any Stockholder believes to be valid exists on
which any claim for any such Tax can be asserted against the Company or any
Company Subsidiary. There are no requests for rulings or determinations in
respect of any Taxes pending between the Company or any Company Subsidiary and
any Taxing Authority. No extension of any period during which any Tax may be
assessed or collected and for which the Company or any Company Subsidiary is or
may be liable has been granted to any Taxing Authority. Neither the Company nor
any Company Subsidiary is or has been party to any tax allocation or sharing
agreement. All amounts required to be withheld by any of the Company and the
Company Subsidiaries and paid to governmental agencies for income, social
security, unemployment insurance, sales, excise, use and other Taxes have been
collected or withheld and paid to the proper Taxing Authority. The Company and
each Company Subsidiary have made all deposits required by law to be made with
respect to employees' withholding and other employment Taxes. Neither the
Company nor any Stockholder is a "foreign person," as that term is referred to
in Section 1445(f)(3) of the Code. The Company has not filed a consent pursuant
to Section 341 (f) of the Code or any comparable provision of any other tax
statute and has not agreed to have Section

                                    -12-
<PAGE>
341 (f)(2) of the Code or any comparable provision of any other Tax statute
apply to any disposition of an asset. The Company has not made, is not obligated
to make and is not a party to any agreement that could require it to make any
payment that is not deductible under Section 280G of the Code. No asset of the
Company or of any Company Subsidiary is subject to any provision of applicable
law which eliminates or reduces the allowance for depreciation or amortization
with respect to that asset below the allowance generally available to an asset
of its type. Except as previously disclosed to LandCARE, no accounting method
changes of the Company or of any Company Subsidiary exist or are proposed or
threatened which could give rise to an adjustment under Section 481 of the Code.
The Company uses the accrual method of accounting for income tax purposes, and
the Company's methods of accounting have not changed in the past five years. The
Company is not an investment company as defined in Section 351(e)(1) of the
Code. The Company has a taxable year ended February 28. The Company is not party
to any joint venture, partnership, or other arrangement that is treated as a
partnership for federal income tax purposes.

      2.18 NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in
violation of any of its Charter Documents. Neither the Company nor, to the
knowledge of the Stockholders, any other party thereto is in material default
under any lease, instrument, license, permit or material agreement to which the
Company is a party or by which its properties are bound (the "Material
Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this
Agreement by the Company and the Stockholders and the performance by the Company
and the Stockholders of their obligations hereunder and the consummation of the
transactions contemplated hereby will not result in any violation or breach or
constitute a default under any of the terms or provisions of the Material
Documents or the Charter Documents, and (b) at and after the Closing Date the
Surviving Corporation will be entitled to the rights and benefits under the
Material Documents to which the Company is entitled immediately prior to the
Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already
obtained), none of the Material Documents requires notice to, or the consent or
approval of, any governmental agency or other third party with respect to any of
the transactions contemplated hereby in order to remain in full force and
effect, and consummation of the transactions contemplated hereby will not give
rise to any right to termination, cancellation or acceleration or loss of any
right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material
Documents prohibits the use or publication of the name of any other party to
such Material Document, and none of the Material Documents prohibits or
restricts the Company or will prevent or restrict the Surviving Corporation or
LandCARE from freely providing services to any person.

      2.19 ABSENCE OF CHANGES. Since the Balance Sheet Date, the Company has
conducted its operations in the ordinary course of business and, except as set
forth on SCHEDULE 2.19, there has not been:


                                    -13-
<PAGE>
            (i) any change in the business, assets, liabilities or financial
      condition of the Company which would have a Material Adverse Effect;

            (ii) any damage, destruction or loss (whether or not covered by
      insurance) affecting any of the material assets of the Company or the
      business of the Company which would have a Material Adverse Effect;

            (iii) any change in the authorized capital of the Company or its
      outstanding securities or any change in its ownership interests or any
      grant of any options, warrants, calls, conversion rights or commitments;

            (iv) any declaration or payment of any dividend or distribution with
      respect to the capital stock or any direct or indirect redemption,
      purchase or other acquisition of any of the capital stock of the Company;

            (v) any increase or commitment to increase the compensation, bonus,
      sales commissions or fee arrangement payable or to become payable by the
      Company to any of its officers, directors, stockholders, employees,
      consultants or agents;

            (vi) any work interruptions, labor grievances or claims filed, or
      any event or condition of any character, materially adversely affecting
      the business of the Company;

            (vii) any sale or transfer, or any agreement to sell or transfer,
      any material assets, property or rights of the Company to any person;

            (viii)any cancellation, or agreement to cancel, any indebtedness or
      other obligation owing to the Company;

            (ix) any plan, agreement or arrangement granting any preferential
      rights to purchase or acquire any interest in any of the assets, property
      or rights of the Company or requiring consent of any party to the transfer
      and assignment of any such assets, property or rights;

            (x) any purchase or acquisition of, or agreement, plan or
      arrangement to purchase or acquire, any property, rights or assets outside
      of the ordinary course of the Company's business;

            (xi) any waiver of any material rights or claims of the Company;


                                    -14-
<PAGE>
            (xii) any amendment or termination of any contract, agreement,
      license, permit or other right to which the Company is a party which would
      have a Material Adverse Effect;

            (xiii)any contract, commitment or liability entered into or incurred
      or any capital expenditures made except in the normal course of business
      consistent with past practice in an individual amount not in excess of $
      20,000.00 and in an aggregate amount not in excess of $ 150,000.00; or

            (xiv) any transaction by the Company outside the ordinary course of
      its business.

      2.20 POWERS OF ATTORNEY. SCHEDULE 2.20 sets forth a schedule as of the
date of this Agreement of the name of each person, corporation, firm or other
entity holding any general or special power of attorney from the Company and a
description of the terms of each such power.

      2.21 COMPETING LINES OF BUSINESS; RELATED-PARTY TRANSACTIONS. Except as
set forth on SCHEDULE 2.21, neither the Stockholders nor any other affiliate of
the Company owns, directly or indirectly, any interest in, or is an officer,
director, employee or consultant of or otherwise receives remuneration from, any
business which is a competitor, lessor, lessee, customer or supplier of the
Company. Except as set forth on SCHEDULE 2.21, no officer, director or
stockholder of the Company has, nor during the period beginning January 1, 1995
through the date hereof had, any interest in any property, real or personal,
tangible or intangible, used in or pertaining to the Company's business.

      2.22 DISCLOSURE. The Stockholders have provided LandCARE with all the
information that LandCARE has requested in analyzing whether to consummate the
transactions contemplated hereby. None of the information so provided nor any
representation or warranty of the Stockholders contained in this Agreement
contains any untrue statement or omits to state a material fact necessary in
order to make the statements herein or therein, in light of the circumstances
under which they were made, not misleading. There is no fact which has specific
application to the Company or its business or assets (other than general
economic or industry conditions) which would have a Material Adverse Effect or,
so far as the Stockholders can reasonably foresee, threatens to have a Material
Adverse Effect, on the Company or its business or assets, or the condition
(financial or otherwise), results of operations or prospects of the Company,
which has not been described in the Schedules hereto.

      2.23 CERTAIN BUSINESS PRACTICES. Neither the Company nor any person acting
on behalf of the Company has given or offered anything of value to any
governmental official, political party or candidate for government office nor
has it or any of them otherwise taken any action which would cause the Company
to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or
any law of similar effect.

                                    -15-
<PAGE>
      2.24 NOTICE TO BARGAINING AGENTS. The Company has satisfied any
requirement for notice of the transactions contemplated by this Agreement under
applicable collective bargaining agreements.

      2.25 NOTICES AND CONSENTS. The Company has given any notices to third
parties and has obtained any third party consents that may be necessary to
consummate the transactions contemplated hereby.

      2.26 INVENTORY; WORKING CAPITAL; OTHER FINANCIAL MATTERS. The Company's
inventory and working capital levels are adequate to successfully operate the
business, and there has been no unusual build-up of cash needs at the date
hereof. The parties hereto acknowledge, however, that the Company's cash needs
are comparatively higher during the summer months than during the other months
of the year.

      2.27 YEAR 2000 COMPLIANCE. The properties and assets of the Company (apart
from the Company's computer software), including, but not limited to, computer
hardware, microprocessor driven equipment, and data, owned or used by the
Company will accurately process date and time data after December 31, 1999, and
the Company will suffer no loss of functional ability when processing dates and
related data outside the 1900-1999 year range with the proper software update.


3.    REPRESENTATIONS OF LANDCARE

      LandCARE represents and warrants as follows:

      3.1 DUE ORGANIZATION. LandCARE is duly incorporated, validly existing and
in good standing under the laws of the state of Delaware, and has the requisite
power and authority to carry on its business as it is now being conducted.
LandCARE is qualified to do business and is in good standing in each
jurisdiction in which the nature of its business makes such qualification
necessary, except where the failure to be so authorized or qualified would not
have a Material Adverse Effect.

      3.2 AUTHORIZATION. (i) The representative of LandCARE executing this
Agreement has the authority to enter into and bind LandCARE to the terms of this
Agreement and (ii) LandCARE has the full legal right, power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby, all of which have been approved by the Board of Directors of LandCARE
and no other corporate proceeding on the part of LandCARE and/or Ground Control
is necessary to authorize this Agreement and the transactions contemplated
hereby.


                                    -16-
<PAGE>
      3.3 NO VIOLATIONS. The execution of this Agreement and the performance of
the obligations hereunder and the consummation of the transactions contemplated
hereby will not result in any violation or breach or constitute a default under
any of the terms or provisions of the Restated Certificate of Incorporation, as
amended, or Bylaws, as amended, of LandCARE. Except as described in Schedule
3.3, the execution, performance and delivery by LandCARE of this Agreement, and
any and all other agreements contemplated hereby, and the fulfillment of and
compliance with the respective terms hereof and thereof by LandCARE do not and
will not:

      (a) conflict with or result in a breach of the terms, conditions or
      provisions of, (b) constitute a default or event of default under (with
      due notice, lapse of time or both) (c) result in the creation of any lien
      upon the capital stock or assets of LandCARE pursuant
            to,
      (d) give any third party the right to accelerate any obligation under, (e)
      result in a violation of, or (f) require any authorization, consent,
      approval, exemption or other action by or notice
            to any court or governmental authority pursuant to

any law, regulation, order, contract or agreement to which LandCARE is subject.

      3.4 VALIDITY OF OBLIGATIONS. The execution and delivery of this Agreement
by LandCARE and the performance of the transactions contemplated hereby have
been duly and validly authorized by the Board of Directors of LandCARE and this
Agreement has been duly and validly authorized by all necessary corporate action
and is a legal, valid and binding obligation of LandCARE.

      3.5 PROSPECTUS AND THE ABSENCE OF CERTAIN CHANGES. Attached as Exhibit 3.5
hereto is a copy of the Prospectus (the "Prospectus") LandCARE has delivered to
the Stockholders. The Prospectus delivered to the Stockholders, receipt of which
is hereby acknowledged, does not contain a misrepresentation of a material fact
or omit to state a material fact necessary to make statements made therein, in
light of the circumstances under which they were made, not misleading. There has
been no material adverse change in the business or affairs of LandCARE since the
date of the Prospectus.

      3.6 ISSUANCE OF LANDCARE STOCK. The LandCARE Stock to be issued by
LandCARE to the Stockholders, in accordance with the terms and subject to the
conditions set forth in this Agreement, shall, upon issuance and delivery, be
duly authorized, validly issued, fully paid, nonassessable, and shall be free
and clear of all liens, encumbrances, charges, and restrictions of any kind
except as described in Subparagraph 9.2 below. The offer and sale of such shares
have been registered under the Securities act of 1933, as amended (the
"Securities Act").


                                    -17-
<PAGE>
      3.7 LISTING. The LandCARE Stock to be issued to the Stockholders has been
or will be approved for listing on the New York Stock Exchange.

      3.8 COMPLIANCE WITH LAW AND APPLICABLE GOVERNMENT RELATIONS. LandCARE is
in material compliance with all applicable federal, state, local and
administrative laws, regulations and orders. There are no material claims with
respect to any such laws, regulations or orders pending, nor to the best
knowledge of LandCARE threatened, nor has LandCARE received any written notice
regarding any such violation.

      3.9 IMPROPER AND OTHER PAYMENTS. (a) Neither LandCARE, any director,
officer, employee thereof, nor to LandCARE's knowledge any agent or
representative of LandCARE nor any individual or entity acting on behalf of any
of them has made, paid or received any unlawful bribes, kickbacks or other
similar payments to or from any person or authority; (b) no improper
contributions have been directly or indirectly made to a domestic or foreign
political party or candidate; (c) no improper foreign payment (as defined in the
Foreign Corrupt Practices Act) has been made; and (d) the internal accounting
controls of LandCARE are believed by LandCARE's management to be adequate to
detect any of the foregoing under current circumstances.

      3.10 DISCLOSURE. LandCARE has provided the Stockholders with all the
information that the Stockholders have requested in writing analyzing whether to
consummate the transactions contemplated hereby. None of the information so
provided nor any representation or warranty of LandCARE contained in this
Agreement contains any untrue statement or omits to state a material fact
necessary in order to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading. There is no fact which
has specific application to LandCARE or its business or assets (other than
general economic or industry conditions) which would have a Material Adverse
Effect or, so far as LandCARE can reasonably foresee, threatens to have a
Material Adverse Effect, on LandCARE or its business or assets, or the condition
(financial or otherwise), results of operations or prospects of LandCARE, which
has not been described in the Schedules hereto.


4.    DELIVERIES

      4.1 INSTRUMENTS OF TRANSFER. The Stockholders are delivering to LandCARE
certificates representing all of the Shares, duly endorsed (or accompanied by
duly executed stock powers). LandCARE is delivering to the Shareholders stock
certificates representing 222,222 shares of LandCARE voting common stock or a
copy of an irrevocable instruction letter to its transfer agent authorizing the
issuance of such certificate.


                                    -18-
<PAGE>
      4.2 CERTIFICATE OF MERGER. The appropriate parties hereto are executing
and delivering for filing with the appropriate authorities a certificate of
merger or similar document for purposes of effecting the Merger.

      4.3 EMPLOYMENT AGREEMENT. Ground Control and the persons identified in
SCHEDULE 4.3 are entering into Employment Agreements in the form of Annex I.

      4.4 OPINION OF COUNSEL. Counsel to the Company and the Stockholders is
delivering an opinion to LandCARE dated the date hereof in the form attached
hereto as Annex II.

      4.5 GOOD STANDING CERTIFICATES. The Stockholders are delivering to
LandCARE certificates, dated as of a date no earlier than ten days prior to the
date hereof, duly issued by the appropriate governmental authority in the State
of Incorporation and in each state in which the Company is authorized to do
business, showing the Company to be in good standing and authorized to do
business therein.

      4.6 INDEBTEDNESS TO COMPANY. The Stockholders and their affiliates are
repaying any outstanding indebtedness they may have to the Company.

      4.7 CONSENTS. The Stockholders are delivering to LandCARE copies of any
third party consents required in connection with the consummation of the
transactions contemplated hereby.

      4.8 RESIGNATIONS OF DIRECTORS AND OFFICERS. The Stockholders are
delivering to LandCARE the resignations of such directors and officers of the
Company as have been requested by LandCARE.

      4.9 ACCOUNTING TREATMENT. LandCARE is receiving advice from its
independent accountants that the transactions contemplated hereby may be
accounted for by LandCARE as a pooling of interests.


5.    POST-CLOSING COVENANTS

      The parties to this Agreement further covenant and agree as follows:

      5.1 FUTURE COOPERATION; FURTHER ASSURANCES. The Stockholders, the
Surviving Corporation and LandCARE shall each deliver or cause to be delivered
to the other following the date hereof such additional instruments as the other
may reasonably request for the purpose of effecting the Merger and fully
carrying out the intent of this Agreement. LandCARE shall provide the

                                    -19-
<PAGE>
Stockholders reasonable access to the books and records of the Surviving
Corporation after the Closing Date for purposes of tax compliance and any other
reasonable purpose.

      5.2 EXPENSES. LandCARE will pay the fees, expenses and disbursements of
LandCARE and its agents, representatives, financial advisors, accountants and
counsel incurred in connection with the execution, delivery and performance of
this Agreement. The Company will pay the fees, expenses and disbursements of the
Stockholders and their agents, representatives, financial advisors, accountants
and counsel incurred in connection with the execution, delivery and performance
of this Agreement. The Company shall pay any sales, use, transfer, real property
transfer, recording, gains, stock transfer and other similar taxes and fees
("Transfer Taxes") imposed in connection with the Merger. The Stockholders shall
file all necessary documentation and returns with respect to such Transfer
Taxes. In addition, the Stockholders acknowledge that the Stockholders, and not
the Surviving Corporation or LandCARE, will pay all taxes (income or otherwise),
if any, due upon receipt of the consideration payable pursuant to this
Agreement.

      5.3 CERTAIN AGREEMENTS. Upon the request of LandCARE at any time after the
Closing, the Stockholders and the Surviving Corporation shall terminate any
existing agreements between the Company and any of the Stockholders or their
affiliates are parties.

      5.4   PREPARATION AND FILING OF TAX RETURNS.

            (a) The Stockholders shall file or cause to be filed all Tax Returns
for all taxable periods that end on or before the Closing Date, but in each case
only after LandCARE has reviewed such filings and consented thereto.

            (b) LandCARE shall file or cause to be filed all Tax Returns for all
taxable periods ending after the Closing Date.

            (c) Each party hereto shall, and shall cause its subsidiaries and
affiliates to, provide to each of the other parties hereto such cooperation and
information as any of them reasonably may request in filing any Tax Returns,
amended Tax Returns or claim for refund, determining a liability for Taxes or a
right to refund of Taxes or in conducting any audit or other proceeding with
respect to Taxes. Such cooperation and information shall include providing
copies of all relevant portions of relevant Tax Returns, together with relevant
accompanying schedules and relevant work papers, relevant documents relating to
rulings or other determinations by Taxing Authorities and relevant records
concerning the ownership and Tax basis of property, which such party may
possess. Each party shall make its employees reasonably available on a mutually
convenient basis at its cost to provide explanation of any documents or
information so provided.

                                    -20-
<PAGE>
Subject to the preceding sentence, each party required to file tax returns
pursuant to this Agreement shall bear all costs of filing such tax returns.

6.    INDEMNIFICATION

      The Stockholders and LandCARE each make the following covenants that are
applicable to them, respectively:

      6.1 SURVIVAL OF STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES.

            (a) The representations and warranties of the Stockholders made in
this Agreement shall survive the Closing for a period of one year following the
Closing Date; provided, however, that representations and warranties with
respect to which a claim is made within such one-year period shall survive until
such claim is finally determined and paid.

            (b) The representations and warranties of LandCARE made in this
Agreement shall survive the Closing for a period of one year following the
Closing Date; provided, however, that representations and warranties with
respect to which a claim is made within such one-year period shall survive until
such claim is finally determined and paid.

            (c) The date on which a representation or warranty expires as
provided herein is herein called the "Expiration Date." No claim for
indemnification may be made with respect to a representation or warranty after
the Expiration Date, other than claims based on fraud.

      6.2 GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant
and agree that they will indemnify, defend, protect, and hold harmless the
Surviving Corporation, LandCARE and its subsidiaries and all of their officers,
directors, employees, stockholders, agents, representatives and affiliates at
all times from and after the date of this Agreement until the Expiration Date
from and against all claims, damages actions, suits, proceedings, demands,
assessments, adjustments, costs and expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of investigation)
(collectively "Damages") incurred by such indemnified person as a result of or
incident to (i) any breach of any representation or warranty of the Stockholders
set forth herein, and (ii) any breach or nonfulfillment of any covenant or
agreement by the Company or the Stockholders under this Agreement.

      6.3 INDEMNIFICATION BY LANDCARE. LandCARE covenants and agrees that it
will indemnify, defend, protect and hold harmless the Stockholders at all times
from and after the date of this Agreement until the Expiration Date from and
against all Damages in excess of $500 incurred by the Stockholders as a result
of or incident to (i) any breach of any representation or warranty of

                                    -21-
<PAGE>
LandCARE set forth herein; (ii) any breach or nonfulfillment of any covenant or
agreement by LandCARE under this Agreement; (iii) the operation of the Surviving
Corporation from and after the Closing Date, except to the extent any such
Damages are attributable to the actions of any of the Stockholders, in their
capacities as such or otherwise; and (iv) any debt or liability of the Surviving
Corporation arising on or after the Closing Date.

      6.4 THIRD PERSON CLAIMS. Promptly after any party hereto (the "Indemnified
Party") has received notice of or has knowledge of any claim by a person not a
party to this Agreement ("Third Person") or the commencement of any action or
proceeding by a Third Person that may give rise to a right of indemnification
hereunder, such Indemnified Party shall give to the party obligated to provide
indemnification hereunder (an "Indemnifying Party") written notice of such claim
or the commencement of such action or proceeding; provided, however, that the
failure to give such notice will not relieve such Indemnifying Party from
liability under this Section with respect to such claim, action or proceeding,
except to the extent that the Indemnifying Party has been actually prejudiced as
a result of such failure. The Indemnifying Party (at its own expense) shall have
the right and shall be given the opportunity to associate with the Indemnified
Party in the defense of such claim, suit or proceedings, and may select counsel
for the Indemnified Party, such counsel to be reasonably satisfactory to the
Indemnified Party. The Indemnified Party shall not, except at its own cost, make
any settlement with respect to any such claim, suit or proceeding without the
prior consent of the Indemnifying Party, which consent shall not be unreasonably
withheld or delayed. It is understood and agreed that in situations where
failure of the Indemnifying Party to settle a claim expeditiously could have an
adverse effect on the Indemnified Party, the failure of the Indemnifying Party
to act upon the Indemnified Party's request for consent to such settlement
within five business days of the Indemnifying Party's receipt of notice thereof
from the Indemnified Party shall be deemed to constitute consent by the
Indemnifying Party of such settlement for purposes of this Section.

      6.5 METHOD OF PAYMENT. All claims for indemnification shall be paid in
LandCARE Stock valued at $ 9.00 per share.

7.    NONCOMPETITION

      7.1 PROHIBITED ACTIVITIES. As partial consideration for the execution,
delivery and performance of this Agreement by LandCARE, the Stockholders will
not, for a period of five years following the Closing Date, for any reason
whatsoever, directly or indirectly, for themselves or on behalf of or in
conjunction with any other person, persons, company, partnership, corporation or
business of whatever nature:

            (i) own, manage, operate, join, control, consult or advise (whether
      or not compensated for such consultation or advice), or participate in, or
      render assistance to, or

                                    -22-
<PAGE>
      derive any benefit whatever from, any business offering services or
      products in direct competition with the Surviving Corporation within 100
      miles of where the Company conducted business at any time within one year
      prior to the Closing Date (the "Territory");

            (ii) engage, as an officer, director, shareholder, owner, partner,
      joint venturer, or in a sales or managerial capacity, whether as an
      employee, independent contractor, consultant or advisor, or as a sales
      representative, in any business offering services or products in direct
      competition with the Surviving Corporation or LandCARE within the
      Territory;

            (iii) call upon any person who is, at that time, an employee of
      LandCARE or any of its subsidiaries (including the Surviving Corporation)
      for the purpose or with the intent of enticing such employee away from or
      out of the employ of LandCARE or any of its subsidiaries (including the
      Surviving Corporation);

            (iv) call upon any person or entity which is, at that time, or which
      has been, within one year prior to the Closing Date, a customer of
      LandCARE, the Company or any of LandCARE's subsidiaries (including the
      Surviving Corporation) for the purpose of soliciting or selling products
      or services in direct competition with LandCARE or any of its subsidiaries
      (including the Company) within the Territory.

      Notwithstanding the above, the foregoing covenants shall not be deemed to
prohibit any Stockholder from acquiring as a passive investor with no
involvement in the operations or management of the business, not more than two
percent (2%) of the capital stock of a competing business whose stock is
publicly traded on a national securities exchange or over-the-counter market.

      The provisions of this Section are independent of the noncompetition
provisions contained in any consulting or employment agreement to which any
Stockholder may be or may become a party in connection with the transactions
contemplated hereby. All such provisions are intended to be observed and
enforced in accordance with their terms.

      7.2 EQUITABLE RELIEF. Because of the difficulty of measuring economic
losses to LandCARE as a result of a breach of the foregoing covenant, and
because of the immediate and irreparable damage that could be caused to LandCARE
for which it would have no other adequate remedy, the Stockholders agree that
the foregoing covenant may be enforced by LandCARE in the event of breach by
such Stockholders, by injunctions, restraining orders and other equitable
actions.

      7.3 REASONABLE RESTRAINT. It is agreed by the parties hereto that the
foregoing covenants in this Section impose a reasonable restraint on the
Stockholders.


                                    -23-
<PAGE>
      7.4 SEVERABILITY; REFORMATION. The covenants in this Section are severable
and separate, and the unenforceability of any specific covenant shall not affect
the provisions of any other covenant. Moreover, in the event any court of
competent jurisdiction shall determine that the scope, time or territorial
restrictions set forth are unreasonable, then it is the intention of the parties
that such restrictions be enforced to the fullest extent which the court deems
reasonable, and the Agreement shall thereby be reformed.

      7.5 INDEPENDENT COVENANT. The Stockholders acknowledge that their
covenants set forth in this Section are material conditions to LandCARE's
willingness to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. All of the covenants in this Section shall be
construed as an agreement independent of any other provision in this Agreement,
and the existence of any claim or cause of action of any Stockholder against
LandCARE or any subsidiary thereof, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by LandCARE of such
covenants. It is specifically agreed that the period of five years stated at the
beginning of this Section, during which the agreements and covenants of the
Stockholders made in this Section shall be effective, shall be computed by
excluding from such computation any time during which any such Stockholder is in
violation of any provision of this Section. The covenants contained in Section
shall not be affected by any breach of any other provision hereof by any party
hereto.

8.    NONDISCLOSURE OF CONFIDENTIAL INFORMATION

      8.1 GENERAL. The Stockholders recognize and acknowledge that they have had
access to certain customer lists, confidential information of the Company, such
as operational policies, pricing and cost policies, and other information, that
will be valuable, special and unique assets of the Surviving Corporation and
LandCARE after the Closing Date. The Stockholders agree that they will not
disclose such confidential information, or any confidential information of the
Surviving Corporation or LandCARE to which they may have access in the future,
to any person, firm, corporation, association or other entity for any purpose or
reason whatsoever, except (a) to authorized representatives of LandCARE, (b)
following the Closing, such information may be disclosed by any Stockholder as
may be required in the course of performing his duties for the Surviving
Corporation or LandCARE and (c) to counsel and other advisers, provided that
such advisers (other than counsel) agree to the confidentiality provisions of
this Section, unless (i) such information becomes known to the public generally
through no fault of the Stockholder, or (ii) disclosure is required by law or
the order of any governmental authority, provided, that prior to disclosing any
information pursuant to this clause (ii), the Stockholder shall give prior
written notice thereof to LandCARE and provide LandCARE with the opportunity to
contest such disclosure. In the event of a breach or threatened breach by any
Stockholder of the provisions of this Section, LandCARE shall be entitled to
injunctive or other equitable relief restraining such Stockholder from

                                    -24-
<PAGE>
disclosing, in whole or in part, such confidential information. Nothing herein
shall be construed as prohibiting LandCARE from pursuing any other available
remedy for such breach or threatened breach, including the recovery of damages.

      8.2 EQUITABLE RELIEF. Because of the difficulty of measuring economic
losses as a result of the breach of the foregoing covenants, and because of the
immediate and irreparable damage that would be caused for which LandCARE would
have no other adequate remedy, the Stockholders agree that the foregoing
covenants may be enforced against them by injunctions, restraining orders and
other appropriate equitable relief.

      8.3 SURVIVAL. The obligations of the parties under this Section shall
survive the termination of this Agreement for an unlimited time with respect to
proprietary information and a period of five years with respect to
non-proprietary information.

9     INTENDED TAX TREATMENT

      9.1 TAX-FREE REORGANIZATION. The parties are entering into this Agreement
with the intention that the Merger qualify as a tax-free reorganization for
federal income tax purposes, except to the extent of any "boot" received, and
the Stockholders will not take any actions that disqualify the Merger for such
treatment. The Stockholders represent, warrant and covenant that:

            (i) the Company operates at least one historic business line, or
owns at least a significant portion of its historic business assets, in each
case within the meaning of Reg. 1.368-1(d) under the Code; and
            (ii) the Company will hold "substantially all of its properties"
within the meaning of Section 368(a)(2)(D) of the Code (that is, after the
Closing, the Company will hold at least 90% of the fair market value of the net
assets and at least 70% of the gross assets held by the Company immediately
prior to the Closing). For purposes of the preceding sentence, amounts paid by
the Company to dissenters, amounts paid by the Company to shareholders who
receive cash or other property and the Company assets used to pay its
reorganization expenses and all redemptions and distributions (except for normal
dividends) made by the Company immediately preceding the Closing, pursuant to
this Agreement or otherwise as part of the plan of Merger provided for herein,
will be included as assets of the Company held immediately prior to the Merger.

      9.2 RESTRICTIONS ON RESALE. LandCARE has informed the Stockholders that it
intends to account for the transactions contemplated by this Agreement as a
pooling of interests. LandCARE has also informed the Stockholders that its
ability to account for the transactions contemplated hereby as a pooling of
interests was a material factor considered by LandCARE in its decision to enter
into this Agreement. Therefore, pursuant to the rules of the Securities and
Exchange Commission

                                    -25-
<PAGE>
relating to pooling of interests transactions, prior to the publication and
dissemination by LandCARE of consolidated financial results which include
results of the combined operations of the Company and LandCARE for at least
thirty days on a consolidated basis following the Effective Time, the
Stockholders shall not sell, offer to sell or otherwise transfer or dispose of,
any shares of the LandCARE Stock received by Stockholders, engage in put, call,
short-sale, straddle or similar transactions, or in any other way reduce the
Stockholders' risk of owning shares of LandCARE Stock. The certificates
evidencing the LandCARE Stock to be received by the Stockholders will bear a
legend to that effect. LandCARE will publish quarterly financial results in
accordance with applicable laws and regulations.

10    SECURITIES LAW MATTERS

      10.1 ECONOMIC RISK; SOPHISTICATION. Each Stockholder acknowledges and
confirms that he or she has received and reviewed a Prospectus from LandCARE
relating to his or her acquisition of shares of LandCARE Stock hereunder. Each
Stockholder (A) has such knowledge, sophistication and experience in business
and financial matters that he is capable of evaluating the merits and risks of
an investment in the shares of LandCARE Stock, (B) fully understands the nature,
scope and duration of any limitations on transfer of LandCARE Stock described in
this Agreement and (C) can bear the economic risk of an investment in the shares
of LandCARE Stock.

      10.2 COMPLIANCE WITH LAW. Each Stockholder covenants that none of the
LandCARE Stock acquired by such Stockholder hereunder will be offered, sold,
assigned, hypothecated, transferred or otherwise disposed of by such Stockholder
except in full compliance with all applicable securities laws.


11.   GENERAL

      11.1 SUCCESSORS AND ASSIGNS. This Agreement and the rights of the parties
hereunder may not be assigned (except by operation of law) and shall be binding
upon and shall inure to the benefit of the parties hereto, the successors of
LandCARE, and the heirs and legal representatives of the Stockholders.

      11.2 ENTIRE AGREEMENT. This Agreement (including the schedules, exhibits
and annexes attached hereto) and the documents delivered pursuant hereto
constitute the entire agreement and understanding among the Stockholders, the
Company and LandCARE, and supersede any prior agreement and understanding
relating to the subject matter of this Agreement. This Agreement, upon
execution, constitutes a valid and binding agreement of the parties hereto,
enforceable in

                                    -26-
<PAGE>
accordance with its terms, and may be modified or amended only by a written
instrument executed by the parties hereto.

      11.3 COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument. The signatures to
this Agreement need not all be on a single copy of this Agreement, and may be
facsimiles rather than originals, and shall be fully as effective as though all
signatures were originals on the same copy.

      11.4 BROKERS AND AGENTS. Each party represents and warrants that it
employed no broker or agent in connection with this transaction and agrees to
indemnify the other parties hereto against all loss, cost, damages or expense
arising out of claims for fees or commission of brokers employed or alleged to
have been employed by such indemnifying party.

      11.5 NOTICES. All notices and communications required or permitted
hereunder shall be in writing and may be given by depositing the same in United
States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, or by delivering the same
in person to an officer or agent of such party, or by facsimile, as follows:

            If to LandCARE, addressed to it at:

                  LandCARE USA, Inc.
                  Houston, Texas  77056
                  Attn: General Counsel
                  Facsimile No. (713) 965-0343

            If to the Company, addressed to it at:

                  Gator & Gator Landscape Co., Inc.
                  910 Charles Street
                  Longwood, Florida  32750

            with copy to:

                  Frank L.  Pohl, Esq.
                  280 W. Canton Avenue, Suite 410
                  Winter Park, Florida 32789


                                    -27-
<PAGE>
            If to the Stockholders, addressed to them at the Company's address,

or to such other address as any party hereto shall specify pursuant to this
Section from time to time.

      11.6 GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Florida without regard to its principles governing
conflicts of laws.

      11.7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties, covenants and agreements of the parties made herein and at the time
of the Closing or in writing delivered pursuant to the provisions of this
Agreement shall survive the consummation of the transactions contemplated hereby
and any examination on behalf of the parties.

      11.8 EFFECT OF INVESTIGATION. No investigation by the parties hereto in
connection with this Agreement or otherwise shall affect the representations and
warranties of the parties contained herein or in any certificate or other
document delivered in connection herewith and each such representation and
warranty shall survive such investigation.

      11.9 EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise provided herein,
no delay of or omission in the exercise of any right, power or remedy accruing
to any party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be
construed as a waiver of or acquiescence in any such breach or default, or of
any similar breach or default occurring later; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
occurring before or after that waiver.

      11.10 TIME.  Time is of the essence with respect to this Agreement.

      11.11 REFORMATION AND SEVERABILITY. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, it shall, to the extent
possible, be modified in such manner as to be valid, legal and enforceable but
so as to most nearly retain the intent of the parties, and if such modification
is not possible, such provision shall be severed from this Agreement, and in
either case the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.

      11.12 REMEDIES CUMULATIVE. No right, remedy or election given by any term
of this Agreement shall be deemed exclusive but each shall be cumulative with
all other rights, remedies and elections available at law or in equity.

      11.13 CAPTIONS. The headings of this Agreement are inserted for
convenience only, and shall not constitute a part of this Agreement or be used
to construe or interpret any provision hereof.

                                    -28-
<PAGE>
      11.14 PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No party shall issue any
press release or make any public announcement relating to the subject matter of
this Agreement without the prior written approval of the other party; provided,
however, that LandCARE may issue a press release in accordance with its
customary practices without such approval and any party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities.

      11.15 NO THIRD-PARTY BENEFICIARIES. This Agreement shall not confer any
rights or remedies upon any person other than the parties and their respective
successors and permitted assigns.

      11.16 RELIANCE UPON ORAL REPRESENTATIONS. The Company and the Stockholders
and each other party hereto hereby represents and warrants: (a) that each has
been fully informed by his or its legal counsel and by his or its own
independent judgment of the terms, conditions and effects of this Agreement; (b)
that each has been represented by independent legal counsel of his or its choice
throughout all negotiations preceding the execution of this Agreement and has
received the advice of his or its attorney in entering into this Agreement; (c)
that each, both personally and through his or its independently-retained
attorneys, is fully satisfied with the terms and effects of this Agreement; (d)
that no promise or inducement has been offered or made to him or it except as
expressly stated in this Agreement; and (e) that this Agreement is executed
without reliance on any oral statement or oral representation by any other party
or any other party's agent or attorney.



                                    -29-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

                                    LANDCARE USA, INC.



                                    By: /s/ WILLIAM L. FIEDLER
                                        Name: WILLIAM L. FIEDLER
                                        Title:  Sr. Vice President


                                    GROUND CONTROL LANDSCAPING, INC.



                                    By: /s/ WILLIAM L. FIEDLER
                                        Name: WILLIAM L. FIEDLER
                                        Title:  Secretary



                                    GATOR & GATOR LANDSCAPING COMPANY



                                    By: /s/ SCOTT L. ANNAN
                                       Name: SCOTT L. ANNAN
                                       Title: President
<PAGE>
                                  Stockholders and Spouses:


                              /s/ SCOTT L. ANNAN
                                  Scott L. Annan



                                 /s/ TRACEY ANNAN (spouse of Scott L. Annan)


                               /s/CHARLES RICHARDSON
                                  Charles Richardson



                               /s/AMY RICHARDSON  (spouse of Charles Richardson)