EXHIBIT 10.23

                REPLACEMENT REVOLVING CREDIT PROMISSORY NOTE


$25,000,000                    HOUSTON, TEXAS                   OCTOBER 30, 1998


      FOR VALUE RECEIVED, LANDCARE USA, INC. ("BORROWER"), promises to pay to
the order of NATIONSBANK, N.A. (together with any subsequent holder of this
note, "LENDER"), at its offices at 901 Main Street, Dallas, Texas 75202, on or
before November 16, 1998, the sum of TWENTY FIVE MILLION DOLLARS (or such lesser
sum as shall then be outstanding hereunder), together with interest on the
unpaid principal balance from time to time outstanding at a rate per annum which
shall from day to day be equal to the lesser of (a) as selected by Borrower,
either the Variable Rate, calculated on the basis of actual days elapsed and a
365-day year, or the LIBOR Rate, calculated on the basis of actual days elapsed
and a 360-day year, or (b) the Highest Lawful Rate, calculated on the basis of
actual days elapsed and a 365-day year. Each change in the rate charged
hereunder will become effective without notice to Borrower on the effective date
of each change in the Variable Rate, the LIBOR Rate or the Highest Lawful Rate,
as applicable. If at any time the Variable Rate or LIBOR Rate exceeds the
Highest Lawful Rate, thereby causing the interest hereto to be limited to the
Highest Lawful Rate, then any subsequent reduction in the Variable Rate or LIBOR
Rate shall not reduce the interest hereon below the Highest Lawful Rate until
the total amount of interest accrued equals the amount of interest which would
have accrued if the Variable Rate or LIBOR Rate had at all times been in effect.
All past-due principal and accrued interest thereon shall, at the option of
Lender, bear interest from maturity (stated or by acceleration) until paid at
the Variable Rate plus 2%.

      "VARIABLE RATE" means the sum of 0.25% plus the rate of interest
established from time to time by NationsBank, N.A. as its general reference rate
of interest, after taking into account such factors as it may from time to time,
in its sole discretion, deem appropriate (it being understood that NationsBank,
N.A. may from time to time make various loans at rates of interest having no
relationship to such general rate). "LIBOR RATE" means for any Interest Period
(as defined below) the sum of 1.50% plus the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any
successor page) as the London interbank offered rate for deposits in U.S.
Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period.
If for any reason such rate is not available, the term "LIBOR Rate" shall mean,
for any LIBOR Borrowing for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to Interest
Period; PROVIDED, HOWEVER, THAT if more than one rate is specified on Reuters
Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such
rates. "HIGHEST LAWFUL RATE" means the maximum rate of interest which Lender is
allowed to contract for, charge, take, reserve, or receive under applicable law
after taking into account, to the extent required by applicable law, any and all
relevant payments or charges hereunder.

      1. PAYMENTS. The principal of this note is payable in full on November 16,
1998 (the "MATURITY DATE"). Accrued interest is payable upon the earlier of the
maturity (stated or by acceleration) or cancellation of this note. If any
payment is due on a day which is not a Business Day, Borrower shall be entitled
to delay such payment until the next Business Day, but interest shall continue
to accrue until the payment is in fact made. Each payment or prepayment hereon
must be paid at the 

                                      -1-

<PAGE>
office of NationsBank, N.A., set forth above in lawful and freely transferable
money of the United States of America and in funds which are or will be
available for immediate use by Lender at such office by noon (Dallas, Texas
time) on the day due, without setoff or counterclaim and in such amounts as may
be necessary in order that all such payments, after deduction or withholding for
or on account of any present or future taxes, levies, imposts, duties or other
charges, of whatever nature, shall not be less than the amounts otherwise
specified to be paid hereunder. "BUSINESS DAY" means (a) for all purposes, any
day OTHER THAN Saturday, Sunday, and any other day that commercial banks are
authorized by law to be closed in Texas and (b) for purposes of any LIBOR Rate
advance, a day that satisfies the requirements of CLAUSE (A) and is a day that
commercial banks are open for domestic or international business in London.

      2. REVOLVING CREDIT. Lender shall disburse the principal of this note to
Borrower in one or more advances (each in an amount of not less than $1,000,000
and in an integral multiple thereof) from time to time upon not less than one
(in the case of a Variable Rate advance) and three (in the case of a LIBOR Rate
advance) Business Days prior written request (which shall be irrevocable), and
Borrower may prepay the principal of, and accrued interest on, this note from
time to time, and at any time, in whole or in part, without premium or penalty,
and, thereafter, prior to the Maturity Date, request Lender to make additional
advances of principal hereunder. This note shall not be deemed to be terminated
or cancelled prior to the Maturity Date simply because the entire principal
balance hereof may from time to time be paid in full.

      3. COVENANTS. Until this note is paid in full, Borrower shall: (a) keep
proper and complete books, records and accounts and permit Lender to inspect and
copy them and to inspect Borrower's properties and discuss Borrower's affairs,
conditions and finances with any director or employee of Borrower; (b) pay when
due all taxes (except those being contested in good faith by appropriate
proceedings and for which adequate reserves therefore have been made in
accordance with generally accepted accounting principles) and not use any
portion of any advance to pay wages unless a timely payment of all amounts of
tax required to be deducted or withheld therefrom is also made; and (c) maintain
its corporate existence and good standing in Delaware and its qualification to
do business and good standing as a foreign corporation in Texas.

      4.    INTEREST AND YIELD PROTECTION.

            (a) INTEREST CALCULATIONS. The provisions of this note relating to
      calculation of the Variable Rate and LIBOR Rate are included herein only
      for the purpose of determining the rate of interest or other amounts to be
      paid under this note that are based upon those rates. Lender may fund and
      maintain its funding of all or any part of each advance as it selects.

            (b) INTEREST PERIODS. When Borrower requests any LIBOR Rate advance,
      Borrower may elect the applicable interest period (each an "INTEREST
      PERIOD"), which may be, at Borrower's option, any period of days ending on
      or before the Maturity Date.

            (c) CONVERSIONS. Borrower may (a) on the last day of the applicable
      Interest Period convert all or part of a LIBOR Rate advance to a Variable
      Rate advance, (b) at any time convert all or part of a Variable Rate
      advance to a LIBOR Rate advance, and (c) elect a new Interest Period for a
      LIBOR Rate advance. Any such conversion is subject to the dollar limits
      and denominations of PARAGRAPH 2 above and may be accomplished by
      delivering a written request to Lender no later than (i) three Business
      Days before the conversion date for conversion to a LIBOR Rate advance and
      the last day of the Interest Period, for the election of a new Interest
      Period, and (ii) one Business Day before the last day of the Interest
      Period for conversion to a Variable Rate advance. Absent Borrower's notice
      of conversion or election of a new Interest Period, a LIBOR Rate advance
      shall be converted to a Base Rate advance when the applicable Interest
      Period expires.

                                      -2-

<PAGE>
            (d) BASIS UNAVAILABLE OR INADEQUATE FOR LIBOR. If, on or before any
      date when a LIBOR Rate is to be determined, Lender determines that the
      basis for determining the applicable rate is not available or that the
      resulting rate does not accurately reflect the cost to Lender of making or
      converting advances at that rate for the applicable Interest Period, then
      Lender shall promptly notify Borrower of that determination (which is
      conclusive and binding on Borrower absent manifest error) and the
      applicable advance shall bear interest at the Variable Rate. Until Lender
      notifies Borrower that those circumstances no longer exist, Lender's
      commitment under this note to make, or to convert to, LIBOR Rate advances
      will be suspended.

            (e) ADDITIONAL COSTS. With respect to any law, requirement, request,
      directive or change affecting banking institutions generally:

                  (i) With respect to any LIBOR Rate advance, if (A) any change
            in present law or any future law imposes, modifies, or deems
            applicable (or if compliance by any Lender with any such requirement
            of any tribunal results in) any such requirement that any reserves
            (including, without limitation, any marginal, emergency,
            supplemental or special reserves) be maintained, and (B) those
            reserves reduce any sums receivable by Lender under this note or
            increase the costs incurred by Lender in advancing or maintaining
            any portion of any LIBOR Rate advance, then Lender shall deliver to
            Borrower a certificate setting forth in reasonable detail the
            calculation of the amount necessary to compensate it for its
            reduction or increase (which certificate is conclusive and binding
            absent manifest error), and Borrower shall promptly pay that amount
            to Lender upon demand. The provisions of and undertakings and
            indemnification set forth in this PARAGRAPH 4(E)(I) shall survive
            the satisfaction and payment of this note.

                  (ii) With respect to any advance, if any change in present law
            or any future law regarding capital adequacy or compliance by Lender
            with any request, directive or requirement now existing or hereafter
            imposed by any tribunal regarding capital adequacy, or any change in
            its written policies or in the risk category of this transaction,
            reduces the rate of return on its capital as a consequence of its
            obligations under this note to a level below that which it otherwise
            could have achieved (taking into consideration its policies with
            respect to capital adequacy) by an amount deemed by it to be
            material (and it may, in determining the amount, use reasonable
            assumptions and allocations of costs and expenses and use any
            reasonable averaging or attribution method), then (unless the effect
            is already reflected in the rate of interest then applicable under
            this note) Lender shall notify Borrower and deliver to Borrower a
            certificate setting forth in reasonable detail the calculation of
            the amount necessary to compensate it (which certificate is
            conclusive and binding absent manifest error), and Borrower shall
            promptly pay that amount to Lender upon demand. The provisions of
            and undertakings and indemnification set forth in this PARAGRAPH
            4(E)(II) shall survive the satisfaction and payment of this note.

                                      -3-

<PAGE>
                  (iii) Any taxes payable by Lender or ruled payable by Lender
            in respect of this note shall, if permitted by law, be paid by
            Borrower, together with interest and penalties, if any (except for
            taxes imposed on or measured by the overall net income of Lender and
            franchise or similar taxes of Lender and except for interest and
            penalties incurred as a result of the gross negligence or willful
            misconduct of Lender). Lender shall notify Borrower and deliver to
            Borrower a certificate setting forth in reasonable detail the
            calculation of the amount of payable taxes, which certificate is
            conclusive and binding (absent manifest error), and Borrower shall
            promptly pay that amount to Lender. If Lender subsequently receives
            a refund of the taxes paid to it by Borrower, then it shall promptly
            pay the refund to Borrower.

            (f) CHANGE IN LAWS. If any law makes it unlawful for Lender to make
      or maintain LIBOR Rate advances, then Lender shall promptly notify
      Borrower, and (a) as to undisbursed funds, advances shall be made as a
      Base Rate advance, and (b), as to any outstanding advance, (i) if
      maintaining the advance until the last day of the applicable Interest
      Period is unlawful, the advance shall be converted to a Variable Rate
      advance as of the date of notice and Borrower shall pay any related
      Funding Loss, or (ii) if not prohibited by Law, the advance shall be
      converted to a Variable Rate advance as of the last day of the applicable
      Interest Period, or (iii) if any conversion will not resolve the
      unlawfulness, Borrower shall promptly prepay the advance, without penalty,
      together with any related Funding Loss. "FUNDING LOSS" means, without
      duplication, (a) the administrative or reemployment costs customarily
      charged by Lender when (i) Borrower fails or refuses (for any reason OTHER
      THAN Lender's failure to comply with this note) to take any advance that
      it has requested under this note, or (ii) Borrower prepays or pays any
      advance or converts any advance to an advance of another type, in each
      case, before the last day of the applicable Interest Period, PLUS (b) an
      amount equal to the excess of the amount of interest that would have
      accrued on the advance at the elected interest rate during the remainder
      of the applicable Interest Period (but for such failure, refusal, payment,
      prepayment or conversion) over the amount of interest that would accrue on
      the same type of Borrowing for an interest period of the same duration as
      the remainder of the applicable Interest Period.

             (g) FUNDING LOSS. BORROWER AGREES TO INDEMNIFY LENDER AGAINST, AND
      PAY TO IT UPON DEMAND, ANY FUNDING LOSS. When Lender demands that Borrower
      pay any Funding Loss, Lender shall deliver to Borrower a certificate
      setting forth in reasonable detail the basis for imposing Funding Loss and
      the calculation of the amount, which calculation is conclusive and binding
      absent manifest error. The provisions of and undertakings and
      indemnification set forth in this PARAGRAPH 4(G) shall survive the
      satisfaction and payment of this note.

      5. CONDITIONS. Notwithstanding the commitment of Lender set forth in
PARAGRAPH 2 above and in the Commitment Letter between NationsBank, N.A., and
Borrower dated September 30, 1998 (the "COMMITMENT LETTER"), Lender shall not be
obligated to make any advance hereunder until it receives, in form and substance
satisfactory to it, an opinion of Borrower's counsel as to (a) Borrower's
existence and good standing in Delaware and its qualification to do business and
good standing as a foreign corporation in Texas, and (b) the authorization,
execution and delivery of the note, its legal, valid and enforceable nature, and
the absence of any conflict with Borrower's certificate of incorporation or
bylaws or any laws binding upon Borrower.

                                      -4-

<PAGE>
      6. ORDER OF APPLICATION. All payments and prepayments on this note shall
be applied by Lender FIRST, to accrued interest; SECOND, to expenses for which
Lender is due to be reimbursed; and THIRD, to principal.

      7. DEFAULT. The term "DEFAULT" means: (a) The failure or refusal of
Borrower to make any payment hereunder when due or to comply with any provision
herein; (b) a "Default" as defined in the Credit Agreement dated as of June 9,
1998, among Borrower, The First National Bank of Chicago, as Agent, and the
Lenders named therein, as in effect on the date hereof (the "CREDIT AGREEMENT");
(c) any increase above $55,000,000 in the credit available to Borrower under the
Credit Agreement; (d) the discovery by Lender that any statement by Borrower
herein or in connection herewith is false or misleading; or (e) Borrower becomes
insolvent, fails to pay its debts generally as they become due or becomes the
subject of any proceeding under any debtor relief law. In the event of a
Default, Lender may (i) declare the entire unpaid balance of this note, or any
part hereof, immediately due and payable, whereupon it shall be due and payable
(PROVIDED THAT, upon the occurrence of a Default under CLAUSE (D) above, this
note shall automatically become due and payable without notice or other action
of any kind); (ii) terminate its commitment to lend under this note and the
Commitment Letter; (iii) offset against this note any sum or sums owed by Lender
to Borrower; and/or (iv) proceed to protect and enforce any other legal or
equitable right or remedy of Lender. No delay on the part of Lender in the
exercise of any power or right or single or partial exercise of any such power
or right, under this note or any other instrument executed in connection
herewith, shall operate as a waiver thereof. Enforcement of any security for
this note shall not constitute an election of remedies so as to preclude the
exercise of any other remedy.

      8. WAIVER. Borrower and each other party ever liable for the payment of
any sum hereunder jointly and severally waive demand, presentment, protest,
notice of nonpayment, notice of intention to accelerate, notice of acceleration,
notice of protest and any and all lack of diligence or delay in collection or
the filing of suit hereon which may occur, and agree that their liability
regarding this note shall not be affected by any renewal, extension, indulgence
or any release or change in security, and hereby consent to any and all
renewals, extensions, indulgences, releases or changes, regardless of the number
thereof.

      9. ATTORNEYS' FEES AND COSTS. Borrower agrees to reimburse Lender for its
expenses (including, but not limited to, attorneys' fees) incurred in the
preparation, negotiation and execution of this note and any documents related
hereto. If this note is placed in the hands of an attorney for collection, or if
this note is collected in whole or in part through legal proceedings of any
nature, Borrower promises to pay all costs of collection, including but not
limited to reasonable attorneys' fees incurred by Lender, whether or not suit is
filed.

      10. NOTICES. Any notice or demand given hereunder shall be deemed to have
been given and received (a) when actually received, if delivered in person, or
(b) if mailed to the address opposite the recipient's signature below (whether
ever received or not), two Business Days after deposit in the U.S. Mail, postage
prepaid.

      11. GOVERNING LAW. This note is intended to be performed in Texas and the
laws of Texas shall govern its validity, enforcement and interpretation.
Borrower hereby irrevocably submits to the nonexclusive jurisdiction of the
state and federal courts of the State of Texas and irrevocably waives any
objection to venue or claim of an inconvenient forum with respect to the
district courts of Harris County, Texas, or the U.S. District Court for the
Southern District of Texas (Houston Division) in any dispute related to this
note, and irrevocably consents to the service of process out of any of such
courts by postage prepaid certified mail to its address below.

                                      -5-

<PAGE>
      12. HEADINGS. The headings herein are for convenience only and shall not
be deemed a part hereof.

      13. SUCCESSORS AND ASSIGNS. All of Borrower's agreements in this note
shall bind its successors and assigns (PROVIDED, HOWEVER, THAT Borrower may not,
without the prior consent of Lender, assign any rights, powers or obligations
under this note).

      14. MAXIMUM INTEREST RATE. Regardless of any provision contained herein or
in any document related hereto, Lender shall never be entitled to receive,
collect or apply as interest any amount in excess of the Highest Lawful Rate. In
the event Lender ever receives, collects or applies as interest any such excess,
it shall be deemed a partial prepayment of principal and treated hereunder as
such and, if the principal hereof is paid in full, any remaining excess shall be
refunded to Borrower. In determining whether or not the interest paid or
payable, under any specific contingency, exceeds the Highest Lawful Rate,
Borrower and Lender shall (a) characterize any nonprincipal payment as an
expense, fee or premium rather than as interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) spread the total amount of interest
throughout the entire contemplated term hereof (PROVIDED THAT if the
indebtedness evidenced hereby is paid and performed in full prior to the end of
the full contemplated term thereof, and if the interest received for the actual
period of existence exceeds the Highest Lawful Rate, Lender shall apply or
refund such excess as provided above, and shall not be subject to any penalties
provided by any laws for contracting for, charging or receiving interest in
excess of the Highest Lawful Rate).

      15. REPLACEMENT NOTE. This note is issued as a replacement for, and as an
extension and increase of (but not a novation of) that certain Revolving Credit
Promissory Note dated September 30, 1998 by Borrower to Lender in the original
principal amount of $20,000,000.

      16. ENTIRETY AND AMENDMENTS. THIS NOTE AND THE COMMITMENT LETTER
(COLLECTIVELY, THE "COMMITMENT DOCUMENTS") REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. The Commitment Documents embody the entire
written agreement between the parties, supersedes all prior written agreements
and

                                      -6-
<PAGE>
understandings, if any, relating to the subject matter hereof, and may be
amended only by an instrument in writing executed jointly by Borrower and
Lender.


ADDRESS:                                  LANDCARE USA, INC.

5850 San Felipe, Suite 500
Houston, Texas  77057                     By: __________________________
Attention:  William J. Fiedler                Name: ____________________
            General Counsel                   Title: ___________________



ADDRESS:                                  NATIONSBANK, N.A.

700 Louisiana Street, 8th Floor
Houston, Texas  77002                     By: __________________________
Attention:  Richard L. Nichols, Jr.           Richard L. Nichols, Jr.
                                              Vice President

                                      -7-